|
(Mark One)
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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|
|
Commission File Number
|
|
Registrant; State of Incorporation; Address and
Telephone Number
|
|
I.R.S. Employer Identification No.
|
001-32871
|
|
COMCAST CORPORATION
|
|
27-0000798
|
001-36438
|
|
NBCUNIVERSAL MEDIA, LLC
|
|
14-1682529
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
||||
Comcast Corporation –
|
|
|
|
|
Title of Each Class
|
|
Trading symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Class A Common Stock, $0.01 par value
|
|
CMCSA
|
|
NASDAQ Global Select Market
|
2.0% Exchangeable Subordinated Debentures due 2029
|
|
CCZ
|
|
New York Stock Exchange
|
5.50% Notes due 2029
|
|
CCGBP29
|
|
New York Stock Exchange
|
9.455% Guaranteed Notes due 2022
|
|
CMCSA/22
|
|
New York Stock Exchange
|
|
|
|
|
|
NBCUniversal Media, LLC – NONE
|
|
|
|
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Comcast Corporation – NONE
NBCUniversal Media, LLC – NONE
|
|
Comcast Corporation
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
NBCUniversal Media, LLC
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Comcast Corporation
|
|
Yes
|
☐
|
|
No
|
☒
|
|
|
NBCUniversal Media, LLC
|
|
Yes
|
☐
|
|
No
|
☒
|
|
|
|
|
|
|
|
|
|
|
|
Comcast Corporation
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
NBCUniversal Media, LLC
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Comcast Corporation
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
NBCUniversal Media, LLC
|
|
Yes
|
☒
|
|
No
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Comcast Corporation
|
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|
☐
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|
|
NBCUniversal Media, LLC
|
|
|
☐
|
|
|
|
|
|
Comcast Corporation
|
|
Yes
|
☐
|
|
No
|
☒
|
|
|
NBCUniversal Media, LLC
|
|
Yes
|
☐
|
|
No
|
☒
|
|
|
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|
|
PART I
|
||
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
||
PART II
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
||
PART III
|
||
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
||
PART IV
|
||
Item 15
|
||
Item 16
|
||
•
|
Cable Communications: Consists of the operations of Comcast Cable, which is a leading provider of high-speed internet, video, voice, wireless, and security and automation services to residential customers in the United States under the Xfinity brand; we also provide these and other services to business customers and sell advertising.
|
•
|
Cable Networks: Consists primarily of our national cable networks 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.
|
•
|
Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and various digital properties.
|
•
|
Filmed Entertainment: 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.
|
•
|
Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, we are developing a theme park in Beijing, China along with a consortium of Chinese state-owned companies, and an additional theme park in Orlando, Florida.
|
•
|
Sky: 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.
|
Comcast 2019 Annual Report on Form 10-K
|
1
|
|
Cable Communications Segment
|
|
2
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
3
|
|
|
4
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
5
|
|
NBCUniversal Segments
|
Cable Network
|
Approximate U.S.
Households as of
December 31, 2019
(in millions)(a)
|
|
Description of Programming
|
USA Network
|
87
|
|
General entertainment
|
E!
|
84
|
|
Entertainment and pop culture
|
Syfy
|
84
|
|
Imagination-based entertainment
|
Bravo
|
84
|
|
Entertainment, culture and arts
|
MSNBC
|
83
|
|
News, political commentary and information
|
CNBC
|
82
|
|
Business and financial news
|
NBC Sports Network
|
80
|
|
Sports
|
Oxygen
|
70
|
|
Crime, mystery and suspense for women
|
Golf Channel
|
68
|
|
Golf competition and golf entertainment
|
Universal Kids
|
54
|
|
Children’s entertainment
|
The Olympic Channel
|
34
|
|
Olympic sports events and Olympic-themed original content
|
CNBC World
|
28
|
|
Global financial reviews
|
(a)
|
Household data is based on The Nielsen Company’s December 2019 Household Universe Estimate report, except for the Olympic Channel, which is derived from information provided by SNL Kagan. The Nielsen report includes estimates based on subscribers to both traditional and certain virtual multichannel video providers. The Nielsen report is not based on information provided by us and is included solely to permit comparisons between our cable networks and those operated by our peers.
|
|
6
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
7
|
|
Sky Segment
|
|
8
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
9
|
|
Corporate and Other
|
Cable Communications Segment
|
•
|
wireline phone companies and other providers of wireline internet service
|
•
|
wireless phone companies and other providers of wireless internet service
|
•
|
municipal broadband networks and power companies
|
•
|
satellite broadband providers
|
|
10
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
DBS providers, including AT&T’s DIRECTV and DISH Network, that transmit satellite signals to substantially all U.S. households to provide video programming and other information similar to our video services
|
•
|
phone companies, including AT&T and Verizon, that have built and continue to build fiber-based networks that provide services similar to ours, which overlap a substantial portion of our service areas, and that in some cases provide bundled offerings that include wireless phone services
|
•
|
OTT service providers including:
|
◦
|
virtual multichannel video providers who offer streaming services for linear programming that generally involve smaller packages of programming networks at prices lower than our traditional video service package offerings
|
◦
|
subscription video on demand services, such as those offered by Amazon, Apple, Disney, Hulu and Netflix, that offer online services and devices that enable internet streaming and downloading of movies, television shows and other video programming
|
◦
|
traditional television and film programmers, networks and media companies that provide content directly to consumers
|
•
|
other providers that build and operate wireline communications systems in the same communities that we serve, including those operating as franchised cable operators
|
•
|
satellite master antenna television systems that offer to their subscribers both improved reception of local broadcast television stations and much of the programming offered by our cable systems and generally serve multiple dwelling units (“MDUs”), office complexes and residential developments
|
•
|
other companies, such as local broadcast television stations, that provide multiple channels of free over-the-air programming, as well as video rental services and home entertainment and gaming products
|
Comcast 2019 Annual Report on Form 10-K
|
11
|
|
NBCUniversal Segments
|
Sky Segment
|
|
12
|
Comcast 2019 Annual Report on Form 10-K
|
Advertising
|
Comcast 2019 Annual Report on Form 10-K
|
13
|
|
Cable Communications Segment
|
|
14
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
15
|
|
NBCUniversal Segments
|
|
16
|
Comcast 2019 Annual Report on Form 10-K
|
Sky Segment
|
Other Areas of Regulation
|
Comcast 2019 Annual Report on Form 10-K
|
17
|
|
|
18
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
19
|
|
•
|
Competition for Cable Communications’ video, high-speed internet and voice services consists primarily of phone companies with fiber-based networks and DBS providers that typically offer features, pricing and packaging for services comparable to ours. Sky faces competition for its video, high-speed internet and voice services from cable and telecommunications providers in its European markets, many of which offer customers bundled services, which has increased competition. Increasingly, additional companies, some with significant financial resources or fewer regulatory burdens, have entered, or are seeking to enter, the video distribution market by offering OTT streaming services or selling devices that aggregate viewing of various OTT services. Many OTT service providers offer smaller packages of channels or subscriptions to access programming at price points lower than our standard packages or for free, which adversely affects demand for Cable Communications’ and Sky’s traditional DTH video services, including for expanded video packages, premium networks, and DVR and On Demand services.
|
•
|
Cable Communications’ and Sky’s high-speed internet services compete primarily against phone companies with fiber-based networks offering speeds and pricing comparable to ours. Wireless internet services, such as 4G and 5G wireless broadband services, satellite-delivered internet services and Wi-Fi networks, and devices such as smartphones, tablets, wireless data cards, and mobile and fixed wireless routers that connect to such services, also may compete with our high-speed internet services, particularly as wireless technology evolves. Some municipalities in the United States own and operate their own broadband networks and additional municipalities may do so in the future.
|
•
|
NBCUniversal and Sky face substantial and increasing competition from providers of similar types of content, as well as from other forms of entertainment and recreational activities.
|
•
|
NBCUniversal and Sky must compete to obtain talent, content and other resources required to operate their businesses. This competition has intensified as OTT service providers seek to develop high-quality programming to attract viewers.
|
|
20
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
21
|
|
|
22
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
23
|
|
|
24
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
25
|
|
|
26
|
Comcast 2019 Annual Report on Form 10-K
|
Cable Communications Segment
|
NBCUniversal Segments
|
Comcast 2019 Annual Report on Form 10-K
|
27
|
|
Sky Segment
|
Other
|
|
28
|
Comcast 2019 Annual Report on Form 10-K
|
Dividends Declared
|
||||||||
2019
|
|
2018
|
||||||
Month Declared:
|
Dividend Per Share
|
|
Month Declared:
|
Dividend Per Share
|
|
|||
January
|
$
|
0.21
|
|
|
January
|
$
|
0.19
|
|
May
|
$
|
0.21
|
|
|
May
|
$
|
0.19
|
|
July
|
$
|
0.21
|
|
|
July
|
$
|
0.19
|
|
October (paid in January 2020)
|
$
|
0.21
|
|
|
October (paid in January 2019)
|
$
|
0.19
|
|
Total
|
$
|
0.84
|
|
|
Total
|
$
|
0.76
|
|
Stock Class
|
Record
Holders
|
|
Class A Common Stock
|
388,600
|
|
Class B Common Stock
|
3
|
|
Comcast 2019 Annual Report on Form 10-K
|
29
|
|
Stock Performance Graph
|
Comparison of 5 Year Cumulative Total Return
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|||||
Comcast Class A
|
$
|
99
|
|
$
|
124
|
|
$
|
145
|
|
$
|
127
|
|
$
|
170
|
|
S&P 500 Stock Index
|
$
|
101
|
|
$
|
113
|
|
$
|
138
|
|
$
|
132
|
|
$
|
174
|
|
Peer Group Index
|
$
|
102
|
|
$
|
127
|
|
$
|
133
|
|
$
|
123
|
|
$
|
161
|
|
|
30
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast
|
Year ended December 31 (in millions, except per share data)
|
2019(c)
|
2018(c)
|
|
2017(d)
|
|
2016
|
|
2015
|
|
||||||
Statement of Income Data
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
108,942
|
|
$
|
94,507
|
|
$
|
85,029
|
|
$
|
80,736
|
|
$
|
74,510
|
|
Operating income
|
21,125
|
|
19,009
|
|
18,018
|
|
16,831
|
|
15,998
|
|
|||||
Net income attributable to Comcast Corporation(a)
|
13,057
|
|
11,731
|
|
22,735
|
|
8,678
|
|
8,163
|
|
|||||
Basic earnings per common share attributable to Comcast Corporation shareholders
|
2.87
|
|
2.56
|
|
4.83
|
|
1.80
|
|
1.64
|
|
|||||
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
2.83
|
|
2.53
|
|
4.75
|
|
1.78
|
|
1.62
|
|
|||||
Dividends declared per common share
|
0.84
|
|
0.76
|
|
0.63
|
|
0.55
|
|
0.50
|
|
|||||
Balance Sheet Data (at year end)
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
263,414
|
|
$
|
251,684
|
|
$
|
187,462
|
|
$
|
181,017
|
|
$
|
166,574
|
|
Long-term debt(b)
|
102,217
|
|
111,743
|
|
64,556
|
|
61,046
|
|
52,621
|
|
|||||
Comcast Corporation shareholders’ equity
|
82,726
|
|
71,613
|
|
68,616
|
|
53,932
|
|
52,269
|
|
|||||
Statement of Cash Flows Data
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
25,697
|
|
$
|
24,297
|
|
$
|
21,261
|
|
$
|
19,691
|
|
$
|
19,485
|
|
Investing activities
|
(14,841
|
)
|
(50,854
|
)
|
(13,533
|
)
|
(18,265
|
)
|
(11,964
|
)
|
|||||
Financing activities
|
(9,181
|
)
|
27,140
|
|
(7,572
|
)
|
(434
|
)
|
(9,136
|
)
|
(a)
|
For 2019 and 2018, refer to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K for a discussion of the effects of items impacting net income attributable to Comcast Corporation. In 2019, 2018, 2017, 2016 and 2015, net income attributable to Comcast Corporation is stated after deducting net income attributable to noncontrolling interests of $266 million, $131 million, $187 million, $350 million and $250 million, respectively.
|
(b)
|
Includes long-term debt and the current portion of long-term debt as presented in the consolidated balance sheet. Refer to footnotes to Comcast’s consolidated financial statements for discussion of our accounting policies related to debt obligations.
|
(c)
|
2019 and 2018 amounts include the results of operations of Sky from date of acquisition on October 9, 2018. Refer to Note 8 to Comcast’s consolidated financial statements for further discussion.
|
(d)
|
2017 net income attributable to Comcast Corporation and earnings per common share attributable to Comcast Corporation shareholders included a $12.7 billion net income tax benefit as a result of the impacts of the 2017 tax reform legislation. Refer to Note 5 to Comcast’s consolidated financial statements for further discussion.
|
NBCUniversal
|
Comcast 2019 Annual Report on Form 10-K
|
31
|
|
Introduction
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Non-GAAP Financial Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Recent Accounting Pronouncements
|
•
|
Critical Accounting Judgments and Estimates
|
Overview
|
Consolidated Revenue, Net Income Attributable to Comcast Corporation and Adjusted EBITDA(a)
|
(in billions)
|
|
Revenue
|
|
Net Income Attributable to Comcast Corporation
|
|
Adjusted EBITDA
|
|
|
(a)
|
Adjusted EBITDA is a financial measure that is not defined by generally accepted accounting principles in the United States (“GAAP”). Refer to the “Non-GAAP Financial Measure” section on page 51 for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted EBITDA.
|
|
32
|
Comcast 2019 Annual Report on Form 10-K
|
2019 Consolidated Operating Results by Segment(a)
|
|
|
Revenue
|
|
Adjusted EBITDA
|
|
(a)
|
Charts exclude the results of NBCUniversal Headquarters and Other, Corporate and Other, and eliminations.
|
•
|
Revenue increased 3.7% to $58.1 billion, reflecting increases in high-speed internet, business services and wireless revenue, partially offset by declines in advertising, video and voice revenue
|
•
|
Adjusted EBITDA increased 7.3% to $23.3 billion
|
•
|
Operating margin increased from 38.7% to 40.1%, reflecting increases in revenue from high-speed internet and business services and decreases in losses in our wireless business, partially offset by higher technical and product support expenses
|
•
|
Capital expenditures decreased 10.5% to $6.9 billion, reflecting lower spending on scalable infrastructure and customer premise equipment, partially offset by an increase in support capital
|
•
|
Total NBCUniversal revenue decreased 5.0% to $34.0 billion and total NBCUniversal Adjusted EBITDA increased 2.0% to $8.8 billion
|
•
|
Broadcast Television and Cable Networks segments revenue decreased 10.3% to $10.3 billion and 2.2% to $11.5 billion, respectively, reflecting the impact of our broadcasts of the 2018 PyeongChang Olympics and 2018 Super Bowl; excluding revenue associated with the 2018 PyeongChang Olympics and 2018 Super Bowl, Cable Networks and Broadcast Television segments revenue increased 1.0% and 0.1%, respectively, with the increase in Cable Networks primarily due to increases in distribution revenue, partially offset by decreases in content licensing revenue
|
•
|
Filmed Entertainment segment revenue decreased 9.2% to $6.5 billion, reflecting lower theatrical, home entertainment and other revenue, partially offset by an increase in content licensing
|
•
|
Theme Parks segment revenue increased 4.4% to $5.9 billion, reflecting increased guest spending and higher attendance in 2019 due, in part, to natural disasters that negatively impacted attendance in Japan in 2018
|
•
|
Announced that Universal Orlando Resort is building an additional theme park named Universal’s Epic Universe
|
•
|
Sky’s results of operations for the full year 2019 are included in our consolidated results, with revenue of $19.2 billion and Adjusted EBITDA of $3.1 billion
|
•
|
On a pro forma basis, Sky revenue decreased 3.0% to $19.2 billion. Excluding the impact of foreign currency, pro forma Sky revenue increased 1.7% primarily due to increases in content and direct-to-consumer revenues, partially offset by a decrease in advertising revenue
|
•
|
On a pro forma basis, Sky Adjusted EBITDA increased 7.1% to $3.1 billion. Excluding the impact of foreign currency, pro forma Sky Adjusted EBITDA increased 12.2% primarily due to contract termination costs and costs related to a settlement in the prior year period.
|
Comcast 2019 Annual Report on Form 10-K
|
33
|
|
•
|
Corporate and Other revenue decreased 35.0% to $333 million primarily due to the sale of a controlling interest in our arena management-related businesses in the second quarter of 2018
|
•
|
Corporate and Other Adjusted EBITDA losses increased 12.9% to $880 million primarily due to costs associated with the development of Peacock
|
•
|
Announced Peacock, our direct-to-consumer streaming service that will feature NBCUniversal content, which is expected to be launched in 2020
|
•
|
Entered into a series of agreements in May 2019 with Disney, whereby Disney assumed full operational control of Hulu, LLC (“Hulu”) in exchange for certain put and call provisions regarding our ownership interest, and in August 2019, we received proceeds of $5.2 billion from a collateralized obligation secured by the proceeds guaranteed under the put and call provisions
|
•
|
Repaid $15.6 billion of debt, including senior notes and term loans, and net repayments of commercial paper, which were funded with cash on hand, proceeds from the collateralized obligation related to Hulu and proceeds from the $4.8 billion issuance of senior notes in November 2019
|
|
34
|
Comcast 2019 Annual Report on Form 10-K
|
Consolidated Operating Results
|
Year ended December 31 (in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
$
|
108,942
|
|
$
|
94,507
|
|
$
|
85,029
|
|
15.3
|
%
|
11.1
|
%
|
Costs and Expenses:
|
|
|
|
|
|
||||||||
Programming and production
|
34,440
|
|
29,692
|
|
25,355
|
|
16.0
|
|
17.1
|
|
|||
Other operating and administrative
|
32,807
|
|
28,094
|
|
25,449
|
|
16.8
|
|
10.4
|
|
|||
Advertising, marketing and promotion
|
7,617
|
|
7,036
|
|
6,519
|
|
8.2
|
|
7.9
|
|
|||
Depreciation
|
8,663
|
|
8,281
|
|
7,914
|
|
4.6
|
|
4.6
|
|
|||
Amortization
|
4,290
|
|
2,736
|
|
2,216
|
|
56.8
|
|
23.5
|
|
|||
Other operating gains
|
—
|
|
(341
|
)
|
(442
|
)
|
NM
|
|
NM
|
|
|||
Total costs and expenses
|
87,817
|
|
75,498
|
|
67,011
|
|
16.3
|
|
12.7
|
|
|||
Operating income
|
21,125
|
|
19,009
|
|
18,018
|
|
11.1
|
|
5.5
|
|
|||
Interest expense
|
(4,567
|
)
|
(3,542
|
)
|
(3,086
|
)
|
28.9
|
|
14.8
|
|
|||
Investment and other income (loss), net
|
438
|
|
(225
|
)
|
421
|
|
294.6
|
|
(153.4
|
)
|
|||
Income before income taxes
|
16,996
|
|
15,242
|
|
15,353
|
|
11.5
|
|
(0.7
|
)
|
|||
Income tax (expense) benefit
|
(3,673
|
)
|
(3,380
|
)
|
7,569
|
|
8.7
|
|
(144.7
|
)
|
|||
Net income
|
13,323
|
|
11,862
|
|
22,922
|
|
12.3
|
|
(48.2
|
)
|
|||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
266
|
|
131
|
|
187
|
|
102.7
|
|
(29.8
|
)
|
|||
Net income attributable to Comcast Corporation
|
$
|
13,057
|
|
$
|
11,731
|
|
$
|
22,735
|
|
11.3
|
%
|
(48.4
|
)%
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.87
|
|
$
|
2.56
|
|
$
|
4.83
|
|
12.1
|
%
|
(47.0
|
)%
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.83
|
|
$
|
2.53
|
|
$
|
4.75
|
|
11.9
|
%
|
(46.7
|
)%
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA(a)
|
$
|
34,258
|
|
$
|
30,165
|
|
$
|
27,956
|
|
13.6
|
%
|
7.9
|
%
|
(a)
|
Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measure” section on page 51 for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted EBITDA.
|
Comcast 2019 Annual Report on Form 10-K
|
35
|
|
•
|
Our acquisition of Sky in the fourth quarter of 2018, resulting in the inclusion of a full year of results for 2019
|
•
|
Growth in our Cable Communications segment driven by increased revenue from residential high-speed internet, business services and wireless, partially offset by decreased revenue from advertising, video and voice
|
•
|
A decrease in NBCUniversal revenue primarily due to the absence of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl
|
•
|
Our acquisition of Sky in the fourth quarter of 2018, resulting in the inclusion of a full year of results for 2019
|
•
|
A decrease in NBCUniversal programming and production expenses primarily due to the absence of expenses associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl
|
•
|
An increase in technical and product support costs in our Cable Communications segment
|
|
36
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Equity in net income (losses) of investees, net
|
$
|
(505
|
)
|
$
|
(364
|
)
|
$
|
107
|
|
Realized and unrealized gains (losses) on equity securities, net
|
656
|
|
(187
|
)
|
(17
|
)
|
|||
Other income (loss), net
|
287
|
|
326
|
|
331
|
|
|||
Total investment and other income (loss), net
|
$
|
438
|
|
$
|
(225
|
)
|
$
|
421
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Hulu
|
$
|
(473
|
)
|
$
|
(454
|
)
|
$
|
(276
|
)
|
Atairos
|
$
|
(64
|
)
|
$
|
(31
|
)
|
$
|
281
|
|
Comcast 2019 Annual Report on Form 10-K
|
37
|
|
Consolidated Income Tax (Expense) Benefit
|
Consolidated Net Income Attributable to Noncontrolling Interests and Redeemable Subsidiary Preferred Stock
|
Segment Operating Results
|
|
38
|
Comcast 2019 Annual Report on Form 10-K
|
Cable Communications Segment Results of Operations
|
Revenue and Adjusted EBITDA
|
|
Residential Customer Relationships
|
(in billions)
|
|
(in millions)
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
|
|
|
|
|
||||||||
Residential:
|
|
|
|
|
|
||||||||
High-speed internet
|
$
|
18,752
|
|
$
|
17,144
|
|
$
|
15,681
|
|
9.4
|
%
|
9.3
|
%
|
Video
|
22,270
|
|
22,455
|
|
22,874
|
|
(0.8
|
)
|
(1.8
|
)
|
|||
Voice
|
3,879
|
|
3,960
|
|
4,090
|
|
(2.1
|
)
|
(3.2
|
)
|
|||
Wireless
|
1,167
|
|
890
|
|
329
|
|
31.2
|
|
170.3
|
|
|||
Business services
|
7,795
|
|
7,129
|
|
6,437
|
|
9.3
|
|
10.7
|
|
|||
Advertising
|
2,465
|
|
2,795
|
|
2,450
|
|
(11.8
|
)
|
14.1
|
|
|||
Other
|
1,754
|
|
1,660
|
|
1,538
|
|
5.7
|
|
7.9
|
|
|||
Total revenue
|
58,082
|
|
56,033
|
|
53,399
|
|
3.7
|
|
4.9
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||||
Programming
|
13,389
|
|
13,249
|
|
12,907
|
|
1.1
|
|
2.7
|
|
|||
Technical and product support
|
7,973
|
|
7,569
|
|
6,846
|
|
5.3
|
|
10.6
|
|
|||
Customer service
|
2,494
|
|
2,536
|
|
2,509
|
|
(1.6
|
)
|
1.1
|
|
|||
Advertising, marketing and promotion
|
4,014
|
|
4,002
|
|
3,866
|
|
0.3
|
|
3.5
|
|
|||
Franchise and other regulatory fees
|
1,582
|
|
1,578
|
|
1,590
|
|
0.2
|
|
(0.8
|
)
|
|||
Other
|
5,364
|
|
5,418
|
|
5,126
|
|
(1.0
|
)
|
5.7
|
|
|||
Total operating costs and expenses
|
34,816
|
|
34,352
|
|
32,844
|
|
1.4
|
|
4.6
|
|
|||
Adjusted EBITDA
|
$
|
23,266
|
|
$
|
21,681
|
|
$
|
20,555
|
|
7.3
|
%
|
5.5
|
%
|
Comcast 2019 Annual Report on Form 10-K
|
39
|
|
Customer Metrics
|
|
|
|
|
|
|
||||||
|
|
Net Additions
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
Customer relationships
|
|
|
|
|
|
|
||||||
Residential customer relationships
|
29,149
|
|
28,109
|
|
27,185
|
|
1,040
|
|
925
|
|
651
|
|
Business services customer relationships
|
2,396
|
|
2,303
|
|
2,179
|
|
94
|
|
123
|
|
135
|
|
Total customer relationships
|
31,545
|
|
30,412
|
|
29,364
|
|
1,134
|
|
1,048
|
|
787
|
|
Residential customer relationships mix
|
|
|
|
|
|
|
||||||
One product customers
|
10,247
|
|
9,015
|
|
8,174
|
|
1,232
|
|
840
|
|
418
|
|
Two product customers
|
8,923
|
|
8,992
|
|
9,018
|
|
(69
|
)
|
(25
|
)
|
221
|
|
Three or more product customers
|
9,979
|
|
10,102
|
|
9,993
|
|
(123
|
)
|
110
|
|
13
|
|
High-speed internet
|
|
|
|
|
|
|
||||||
Residential customers
|
26,414
|
|
25,097
|
|
23,863
|
|
1,317
|
|
1,234
|
|
1,036
|
|
Business services customers
|
2,215
|
|
2,125
|
|
2,006
|
|
89
|
|
120
|
|
132
|
|
Total high-speed internet customers
|
28,629
|
|
27,222
|
|
25,869
|
|
1,406
|
|
1,353
|
|
1,168
|
|
Video
|
|
|
|
|
|
|
||||||
Residential customers
|
20,288
|
|
20,959
|
|
21,303
|
|
(671
|
)
|
(344
|
)
|
(186
|
)
|
Business services customers
|
966
|
|
1,027
|
|
1,054
|
|
(61
|
)
|
(27
|
)
|
35
|
|
Total video customers
|
21,254
|
|
21,986
|
|
22,357
|
|
(733
|
)
|
(370
|
)
|
(151
|
)
|
Voice
|
|
|
|
|
|
|
||||||
Residential customers
|
9,934
|
|
10,153
|
|
10,316
|
|
(218
|
)
|
(163
|
)
|
(231
|
)
|
Business services customers
|
1,342
|
|
1,297
|
|
1,236
|
|
46
|
|
60
|
|
96
|
|
Total voice customers
|
11,276
|
|
11,449
|
|
11,552
|
|
(173
|
)
|
(103
|
)
|
(135
|
)
|
Security and automation
|
|
|
|
|
|
|
||||||
Security and automation customers
|
1,375
|
|
1,317
|
|
1,131
|
|
59
|
|
186
|
|
239
|
|
Wireless
|
|
|
|
|
|
|
||||||
Wireless lines
|
2,052
|
|
1,236
|
|
381
|
|
816
|
|
854
|
|
381
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Average monthly total revenue per customer relationship
|
$
|
156.24
|
|
$
|
156.23
|
|
$
|
153.60
|
|
Average monthly Adjusted EBITDA per customer relationship
|
$
|
62.59
|
|
$
|
60.45
|
|
$
|
59.13
|
|
|
40
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
41
|
|
|
42
|
Comcast 2019 Annual Report on Form 10-K
|
NBCUniversal Segments Overview
|
2019 NBCUniversal Segments Operating Results(a)
|
|
|
Revenue
|
|
Adjusted EBITDA
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|||||
Revenue
|
|
|
|
|
|
||||||||
Cable Networks
|
$
|
11,513
|
|
$
|
11,773
|
|
$
|
10,497
|
|
(2.2
|
)%
|
12.2
|
%
|
Broadcast Television
|
10,261
|
|
11,439
|
|
9,563
|
|
(10.3
|
)
|
19.6
|
|
|||
Filmed Entertainment
|
6,493
|
|
7,152
|
|
7,595
|
|
(9.2
|
)
|
(5.8
|
)
|
|||
Theme Parks
|
5,933
|
|
5,683
|
|
5,443
|
|
4.4
|
|
4.4
|
|
|||
Headquarters, other and eliminations
|
(233
|
)
|
(286
|
)
|
(262
|
)
|
NM
|
|
NM
|
|
|||
Total revenue
|
$
|
33,967
|
|
$
|
35,761
|
|
$
|
32,836
|
|
(5.0
|
)%
|
8.9
|
%
|
Adjusted EBITDA
|
|
|
|
|
|
|
|||||||
Cable Networks
|
$
|
4,444
|
|
$
|
4,428
|
|
$
|
4,053
|
|
0.4
|
%
|
9.3
|
%
|
Broadcast Television
|
1,730
|
|
1,657
|
|
1,251
|
|
4.4
|
|
32.5
|
|
|||
Filmed Entertainment
|
833
|
|
734
|
|
1,276
|
|
13.5
|
|
(42.5
|
)
|
|||
Theme Parks
|
2,455
|
|
2,455
|
|
2,384
|
|
—
|
|
3.0
|
|
|||
Headquarters, other and eliminations
|
(690
|
)
|
(676
|
)
|
(746
|
)
|
NM
|
|
NM
|
|
|||
Total Adjusted EBITDA
|
$
|
8,772
|
|
$
|
8,598
|
|
$
|
8,218
|
|
2.0
|
%
|
4.6
|
%
|
Comcast 2019 Annual Report on Form 10-K
|
43
|
|
Cable Networks Segment Results of Operations
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
|
|
|
|
|
||||||||
Distribution
|
$
|
6,790
|
|
$
|
6,826
|
|
$
|
6,081
|
|
(0.5
|
)%
|
12.3
|
%
|
Advertising
|
3,478
|
|
3,587
|
|
3,359
|
|
(3.0
|
)
|
6.8
|
|
|||
Content licensing and other
|
1,245
|
|
1,360
|
|
1,057
|
|
(8.5
|
)
|
28.6
|
|
|||
Total revenue
|
11,513
|
|
11,773
|
|
10,497
|
|
(2.2
|
)
|
12.2
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||||
Programming and production
|
5,107
|
|
5,357
|
|
4,599
|
|
(4.7
|
)
|
16.5
|
|
|||
Other operating and administrative
|
1,499
|
|
1,453
|
|
1,326
|
|
3.2
|
|
9.5
|
|
|||
Advertising, marketing and promotion
|
463
|
|
535
|
|
519
|
|
(13.6
|
)
|
3.2
|
|
|||
Total operating costs and expenses
|
7,069
|
|
7,345
|
|
6,444
|
|
(3.8
|
)
|
14.0
|
|
|||
Adjusted EBITDA
|
$
|
4,444
|
|
$
|
4,428
|
|
$
|
4,053
|
|
0.4
|
%
|
9.3
|
%
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Distribution
|
$
|
6,790
|
|
$
|
6,826
|
|
$
|
6,081
|
|
(0.5
|
)%
|
12.3
|
%
|
Distribution, excluding 2018 PyeongChang Olympics
|
6,790
|
|
6,590
|
|
6,081
|
|
3.0
|
|
8.4
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Advertising
|
$
|
3,478
|
|
$
|
3,587
|
|
$
|
3,359
|
|
(3.0
|
)%
|
6.8
|
%
|
Advertising, excluding 2018 PyeongChang Olympics
|
3,478
|
|
3,445
|
|
3,359
|
|
1.0
|
|
2.6
|
|
|
44
|
Comcast 2019 Annual Report on Form 10-K
|
Broadcast Television Segment Results of Operations
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
|
|
|
|
|
||||||||
Advertising
|
$
|
5,712
|
|
$
|
7,010
|
|
$
|
5,654
|
|
(18.5
|
)%
|
24.0
|
%
|
Content licensing
|
2,157
|
|
2,182
|
|
2,114
|
|
(1.1
|
)
|
3.2
|
|
|||
Distribution and other
|
2,392
|
|
2,247
|
|
1,795
|
|
6.4
|
|
25.2
|
|
|||
Total revenue
|
10,261
|
|
11,439
|
|
9,563
|
|
(10.3
|
)
|
19.6
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||||
Programming and production
|
6,547
|
|
7,789
|
|
6,440
|
|
(15.9
|
)
|
20.9
|
|
|||
Other operating and administrative
|
1,564
|
|
1,547
|
|
1,391
|
|
1.1
|
|
11.1
|
|
|||
Advertising, marketing and promotion
|
420
|
|
446
|
|
481
|
|
(5.9
|
)
|
(7.3
|
)
|
|||
Total operating costs and expenses
|
8,531
|
|
9,782
|
|
8,312
|
|
(12.8
|
)
|
17.7
|
|
|||
Adjusted EBITDA
|
$
|
1,730
|
|
$
|
1,657
|
|
$
|
1,251
|
|
4.4
|
%
|
32.5
|
%
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Advertising
|
$
|
5,712
|
|
$
|
7,010
|
|
$
|
5,654
|
|
(18.5
|
)%
|
24.0
|
%
|
Advertising, excluding 2018 PyeongChang Olympics and 2018 Super Bowl
|
5,712
|
|
5,929
|
|
5,654
|
|
(3.7
|
)
|
4.9
|
|
Comcast 2019 Annual Report on Form 10-K
|
45
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Distribution and other
|
$
|
2,392
|
|
$
|
2,247
|
|
$
|
1,795
|
|
6.4
|
%
|
25.2
|
%
|
Distribution and other, excluding 2018 PyeongChang Olympics
|
2,392
|
|
2,135
|
|
1,795
|
|
12.0
|
|
19.0
|
|
|
46
|
Comcast 2019 Annual Report on Form 10-K
|
Filmed Entertainment Segment Results of Operations
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
|
|
|
|
|
||||||||
Theatrical
|
$
|
1,469
|
|
$
|
2,111
|
|
$
|
2,192
|
|
(30.4
|
)%
|
(3.7
|
)%
|
Content licensing
|
3,045
|
|
2,899
|
|
2,956
|
|
5.1
|
|
(1.9
|
)
|
|||
Home entertainment
|
957
|
|
1,048
|
|
1,287
|
|
(8.7
|
)
|
(18.6
|
)
|
|||
Other
|
1,022
|
|
1,094
|
|
1,160
|
|
(6.7
|
)
|
(5.7
|
)
|
|||
Total revenue
|
6,493
|
|
7,152
|
|
7,595
|
|
(9.2
|
)
|
(5.8
|
)
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||||
Programming and production
|
2,949
|
|
3,446
|
|
3,500
|
|
(14.4
|
)
|
(1.5
|
)
|
|||
Other operating and administrative
|
1,131
|
|
1,189
|
|
1,260
|
|
(4.9
|
)
|
(5.7
|
)
|
|||
Advertising, marketing and promotion
|
1,580
|
|
1,783
|
|
1,559
|
|
(11.4
|
)
|
14.3
|
|
|||
Total operating costs and expenses
|
5,660
|
|
6,418
|
|
6,319
|
|
(11.8
|
)
|
1.6
|
|
|||
Adjusted EBITDA
|
$
|
833
|
|
$
|
734
|
|
$
|
1,276
|
|
13.5
|
%
|
(42.5
|
)%
|
Worldwide Theatrical Releases
|
|
2019
|
2018
|
Fast & Furious: Hobbs & Shaw
|
Jurassic World: Fallen Kingdom
|
How to Train Your Dragon: The Hidden World
|
Dr. Seuss’ The Grinch
|
Secret Life of Pets 2
|
Mamma Mia! Here We Go Again
|
Us
|
Fifty Shades Freed
|
Comcast 2019 Annual Report on Form 10-K
|
47
|
|
Home Entertainment Releases
|
|
2019
|
2018
|
How to Train Your Dragon: The Hidden World
|
Jurassic World: Fallen Kingdom
|
Fast & Furious: Hobbs & Shaw
|
Fifty Shades Freed
|
Dr. Seuss’ The Grinch
|
Mamma Mia! Here We Go Again
|
Theme Parks Segment Results of Operations
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018
|
|
|||
Revenue
|
$
|
5,933
|
|
$
|
5,683
|
|
$
|
5,443
|
|
4.4
|
%
|
4.4
|
%
|
Operating costs and expenses
|
3,478
|
|
3,228
|
|
3,059
|
|
7.7
|
|
5.5
|
|
|||
Adjusted EBITDA
|
$
|
2,455
|
|
$
|
2,455
|
|
$
|
2,384
|
|
—
|
%
|
3.0
|
%
|
|
48
|
Comcast 2019 Annual Report on Form 10-K
|
NBCUniversal Headquarters, Other and Eliminations
|
Sky Segment Results of Operations
|
|
2019
|
|
|
2018
|
|
% Change 2018 to 2019
|
||||||||||||
Year ended December 31 (in millions)
|
Actual
|
|
|
Actual
October 9 to December 31
|
|
Pro Forma Adjustments(a)
|
|
Pro Forma Combined
|
|
|
Pro Forma Combined
Growth
|
|
Constant Currency Growth(b)
|
|
||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||||
Direct-to-consumer
|
$
|
15,538
|
|
|
$
|
3,632
|
|
$
|
12,445
|
|
$
|
16,077
|
|
|
(3.4
|
)%
|
1.4
|
%
|
Content
|
1,432
|
|
|
304
|
|
944
|
|
1,248
|
|
|
14.7
|
|
19.7
|
|
||||
Advertising
|
2,249
|
|
|
651
|
|
1,838
|
|
2,489
|
|
|
(9.6
|
)
|
(5.4
|
)
|
||||
Total revenue
|
19,219
|
|
|
4,587
|
|
15,227
|
|
19,814
|
|
|
(3.0
|
)
|
1.7
|
|
||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
||||||||||
Programming and production
|
8,865
|
|
|
2,137
|
|
6,685
|
|
8,822
|
|
|
0.5
|
|
5.4
|
|
||||
Direct network costs
|
1,746
|
|
|
399
|
|
1,225
|
|
1,624
|
|
|
7.5
|
|
12.3
|
|
||||
Other
|
5,509
|
|
|
1,359
|
|
5,115
|
|
6,474
|
|
|
(14.9
|
)
|
(10.8
|
)
|
||||
Total operating costs and expenses
|
16,120
|
|
|
3,895
|
|
13,025
|
|
16,920
|
|
|
(4.7
|
)
|
(0.1
|
)
|
||||
Adjusted EBITDA
|
$
|
3,099
|
|
|
$
|
692
|
|
$
|
2,202
|
|
$
|
2,894
|
|
|
7.1
|
%
|
12.2
|
%
|
(a)
|
Pro forma amounts include the results of operations for Sky for the period January 1, 2018 through October 8, 2018, as well as acquisition accounting adjustments.
|
(b)
|
Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 51 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
|
Comcast 2019 Annual Report on Form 10-K
|
49
|
|
|
2019
|
|
2018
|
|
% Change 2018 to 2019
|
|||||
|
Actual
|
|
Pro Forma
|
|
Pro Forma
Growth
|
|
Constant
Currency
Growth(a)
|
|
||
Average monthly direct-to-consumer revenue per customer relationship
|
$
|
54.41
|
|
$
|
57.67
|
|
(5.7
|
)%
|
(1.0
|
)%
|
(a)
|
Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 51 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
|
|
50
|
Comcast 2019 Annual Report on Form 10-K
|
Corporate and Other Results of Operations
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
% Change
2018 to 2019 |
|
% Change
2017 to 2018 |
|
|||
Revenue
|
$
|
333
|
|
$
|
513
|
|
$
|
864
|
|
(35.0
|
)%
|
(40.7
|
)%
|
Operating costs and expenses
|
1,393
|
|
1,772
|
|
1,973
|
|
(21.3
|
)
|
(10.2
|
)
|
|||
Adjustment for legal settlement
|
—
|
|
(125
|
)
|
(250
|
)
|
NM
|
|
NM
|
|
|||
Adjustment for Sky transaction-related costs
|
(180
|
)
|
(355
|
)
|
—
|
|
NM
|
|
NM
|
|
|||
Adjusted EBITDA
|
$
|
(880
|
)
|
$
|
(779
|
)
|
$
|
(859
|
)
|
(12.9
|
)%
|
9.3
|
%
|
Non-GAAP Financial Measures
|
Comcast 2019 Annual Report on Form 10-K
|
51
|
|
Reconciliation of Sky Constant Currency Growth Rates
|
||||||||
|
2019
|
|
2018
|
|
% Change 2018 to 2019
|
|
||
Year ended December 31 (in millions, except per customer data)
|
Actual
|
|
Constant Currency
|
|
Constant Currency Growth
|
|
||
Revenue
|
|
|
|
|||||
Direct-to-consumer
|
$
|
15,538
|
|
15,326
|
|
1.4
|
%
|
|
Content
|
1,432
|
|
1,196
|
|
19.7
|
|
||
Advertising
|
2,249
|
|
2,376
|
|
(5.4
|
)
|
||
Total revenue
|
19,219
|
|
18,898
|
|
1.7
|
|
||
Operating costs and expenses
|
|
|
|
|||||
Programming and production
|
8,865
|
|
8,406
|
|
5.4
|
|
||
Direct network costs
|
1,746
|
|
1,555
|
|
12.3
|
|
||
Other
|
5,509
|
|
6,173
|
|
(10.8
|
)
|
||
Total operating costs and expenses
|
16,120
|
|
16,134
|
|
(0.1
|
)
|
||
Adjusted EBITDA
|
$
|
3,099
|
|
$
|
2,764
|
|
12.2
|
%
|
Average monthly direct-to-consumer revenue per customer relationship
|
$
|
54.41
|
|
$
|
54.98
|
|
(1.0
|
)%
|
|
52
|
Comcast 2019 Annual Report on Form 10-K
|
Liquidity and Capital Resources
|
Comcast 2019 Annual Report on Form 10-K
|
53
|
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Customer premise equipment
|
$
|
2,659
|
|
$
|
2,917
|
|
$
|
3,337
|
|
Scalable infrastructure
|
2,000
|
|
2,555
|
|
2,369
|
|
|||
Line extensions
|
1,392
|
|
1,484
|
|
1,367
|
|
|||
Support capital
|
858
|
|
767
|
|
905
|
|
|||
Total
|
$
|
6,909
|
|
$
|
7,723
|
|
$
|
7,978
|
|
|
54
|
Comcast 2019 Annual Report on Form 10-K
|
Dividends Paid
|
(in billions)
|
|
Comcast 2019 Annual Report on Form 10-K
|
55
|
|
Contractual Obligations
|
|
Payment Due by Period
|
||||||||||||||
As of December 31, 2019 (in millions)
|
Total
|
|
Year 1
|
|
Years 2-3
|
|
Years 4-5
|
|
More than 5
|
|
|||||
Debt obligations(a)
|
$
|
103,100
|
|
$
|
4,274
|
|
$
|
14,535
|
|
$
|
14,362
|
|
$
|
69,929
|
|
Collateralized obligation(a)(b)
|
5,166
|
|
—
|
|
—
|
|
5,166
|
|
—
|
|
|||||
Capital lease obligations
|
790
|
|
181
|
|
171
|
|
61
|
|
377
|
|
|||||
Operating lease obligations
|
5,626
|
|
877
|
|
1,460
|
|
1,046
|
|
2,243
|
|
|||||
Purchase obligations(c)
|
66,559
|
|
23,902
|
|
17,571
|
|
9,200
|
|
15,886
|
|
|||||
Other long-term liabilities reflected on the balance sheet(d)
|
6,493
|
|
2,011
|
|
1,353
|
|
1,044
|
|
2,085
|
|
|||||
Total(e)(f)
|
$
|
187,734
|
|
$
|
31,245
|
|
$
|
35,090
|
|
$
|
30,879
|
|
$
|
90,520
|
|
(a)
|
Excludes interest payments.
|
(b)
|
Collateralized obligation relates to a $5.2 billion term loan facility, the principal amount of which is fully secured by the minimum guaranteed proceeds under the put/call provisions related to our investment in Hulu. See Note 10 to Comcast’s consolidated financial statements.
|
(c)
|
Purchase obligations consist of agreements to purchase goods and services that are legally binding on us and specify all significant terms, including fixed or minimum quantities to be purchased and price provisions. Our purchase obligations related to Cable Communications and Sky include programming contracts with cable networks and local broadcast television stations; contracts with customer premise equipment manufacturers; contracts with communications vendors and multichannel video providers for which we provide advertising sales representation; contracts to acquire handsets and other equipment; and other contracts entered into in the normal course of business. Cable Communications’ and Sky’s programming contracts include amounts payable under fixed or minimum guaranteed commitments and do not represent the total fees that are expected to be paid under programming contracts, which we expect to be significantly higher because these contracts are generally based on the number of subscribers receiving the programming. Our purchase obligations related to NBCUniversal and Sky include commitments to acquire film and television programming, and broadcast rights relating to sporting events, such as the Olympics, as well as obligations under various creative talent agreements, including obligations to actors, producers and television personalities, and various other television commitments. Purchase obligations do not include contracts with immaterial future commitments.
|
(d)
|
Other long-term liabilities reflected on the balance sheet consist primarily of mandatorily redeemable subsidiary preferred shares; deferred compensation obligations; and postretirement, pension and postemployment benefit obligations. A contractual obligation with a carrying value of $1.1 billion is not included in the table above because it is uncertain if the arrangement will be settled. The contractual obligation involves an interest held by a third party in the revenue of certain theme parks. The arrangement provides the counterparty with the right to periodic payments associated with current period revenue and, beginning in June 2017, the option to require NBCUniversal to purchase the interest for cash in an amount based on a contractual formula. The contractual formula is based on an average of specified historical theme park revenue at the time of exercise, which amount could be significantly higher than the carrying value. As of December 31, 2019, the value of the contractual obligation was $1.8 billion, based on inputs to the contractual formula as of that date. See Note 17 to Comcast’s consolidated financial statements for additional information related to this arrangement. Liabilities for uncertain tax positions of $1.0 billion and the associated interest and penalties are not included in the table above because it is uncertain if or when these amounts will become payable. Our total recorded liability of $2.7 billion related to participations and residuals are also not included in the table above because we cannot make a reliable estimate of the period in which these obligations will be settled.
|
(e)
|
Our contractual obligations do not include our commitment to invest up to $5 billion at any one time as an investor in Atairos due to our inability to estimate the timing of this funding. As of December 31, 2019, our remaining commitment is $2.2 billion based on the capital calls received as of that date (see Note 10 to Comcast’s consolidated financial statements).
|
(f)
|
Total contractual obligations are made up of the following components.
|
(in millions)
|
|
||
Liabilities recorded on the balance sheet
|
$
|
124,760
|
|
Commitments not recorded on the balance sheet
|
62,974
|
|
|
Total
|
$
|
187,734
|
|
Off-Balance Sheet Arrangements
|
Recent Accounting Pronouncements
|
|
56
|
Comcast 2019 Annual Report on Form 10-K
|
Critical Accounting Judgments and Estimates
|
Comcast 2019 Annual Report on Form 10-K
|
57
|
|
|
58
|
Comcast 2019 Annual Report on Form 10-K
|
Interest Rate Risk Management
|
Comcast 2019 Annual Report on Form 10-K
|
59
|
|
(in millions)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Estimated
Fair Value as of
December 31, 2019
|
|
||||||||
Debt
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
$
|
2,267
|
|
$
|
5,801
|
|
$
|
3,735
|
|
$
|
3,839
|
|
$
|
6,226
|
|
$
|
69,020
|
|
$
|
90,888
|
|
$
|
102,819
|
|
Average interest rate
|
4.4
|
%
|
3.2
|
%
|
4.9
|
%
|
2.6
|
%
|
3.3
|
%
|
4.3
|
%
|
4.1
|
%
|
|
|||||||||
Variable rate debt
|
$
|
2,188
|
|
$
|
3,324
|
|
$
|
1,847
|
|
$
|
3,824
|
|
$
|
533
|
|
$
|
1,286
|
|
$
|
13,002
|
|
$
|
13,023
|
|
Average interest rate
|
1.4
|
%
|
1.9
|
%
|
0.8
|
%
|
1.8
|
%
|
2.7
|
%
|
4.4
|
%
|
1.9
|
%
|
|
Foreign Exchange Risk Management
|
|
60
|
Comcast 2019 Annual Report on Form 10-K
|
Counterparty Credit Risk Management
|
Comcast 2019 Annual Report on Form 10-K
|
61
|
|
Index
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets.
|
•
|
Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors.
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
/s/ BRIAN L. ROBERTS
|
|
/s/ MICHAEL J. CAVANAGH
|
|
/s/ DANIEL C. MURDOCK
|
Brian L. Roberts
|
|
Michael J. Cavanagh
|
|
Daniel C. Murdock
|
Chairman and
Chief Executive Officer
|
|
Senior Executive Vice President and
Chief Financial Officer
|
|
Senior Vice President, Chief
Accounting Officer and Controller
|
Comcast 2019 Annual Report on Form 10-K
|
63
|
|
|
64
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
We tested the effectiveness of management’s controls over the valuation of assets and liabilities, including management’s controls over forecasts of future cash flows, assumptions of market rates for contractual obligations, and selection of the discount rates and royalty rates.
|
•
|
We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results and certain peer companies.
|
•
|
We assessed the reasonableness of management’s assumptions of current market rates for contractual obligations by comparing the rates to historical contractual rates and industry data for similar contracts.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates, and royalty rates by:
|
◦
|
Testing the source information underlying the determination of the discount rates and royalty rates and testing the mathematical accuracy of the calculations.
|
◦
|
Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected by management.
|
•
|
We tested the effectiveness of management’s controls over its amortization of film and television costs and sports programming rights, including controls over forecasts of ultimate revenue.
|
•
|
We evaluated the historical accuracy of management’s forecast of future revenues by comparing actual results to management’s historical estimates of ultimate revenue.
|
•
|
For film and television productions, we tested management’s selection of inputs and assumptions, including considering the historical performance of similar titles, factors unique to the individual film or television production, and third-party projections.
|
Comcast 2019 Annual Report on Form 10-K
|
65
|
|
Year ended December 31 (in millions, except per share data)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Revenue
|
$
|
108,942
|
|
|
$
|
94,507
|
|
|
$
|
85,029
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Programming and production
|
34,440
|
|
|
29,692
|
|
|
25,355
|
|
|||
Other operating and administrative
|
32,807
|
|
|
28,094
|
|
|
25,449
|
|
|||
Advertising, marketing and promotion
|
7,617
|
|
|
7,036
|
|
|
6,519
|
|
|||
Depreciation
|
8,663
|
|
|
8,281
|
|
|
7,914
|
|
|||
Amortization
|
4,290
|
|
|
2,736
|
|
|
2,216
|
|
|||
Other operating gains
|
—
|
|
|
(341
|
)
|
|
(442
|
)
|
|||
Total costs and expenses
|
87,817
|
|
|
75,498
|
|
|
67,011
|
|
|||
Operating income
|
21,125
|
|
|
19,009
|
|
|
18,018
|
|
|||
Interest expense
|
(4,567
|
)
|
|
(3,542
|
)
|
|
(3,086
|
)
|
|||
Investment and other income (loss), net
|
438
|
|
|
(225
|
)
|
|
421
|
|
|||
Income before income taxes
|
16,996
|
|
|
15,242
|
|
|
15,353
|
|
|||
Income tax (expense) benefit
|
(3,673
|
)
|
|
(3,380
|
)
|
|
7,569
|
|
|||
Net income
|
13,323
|
|
|
11,862
|
|
|
22,922
|
|
|||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
266
|
|
|
131
|
|
|
187
|
|
|||
Net income attributable to Comcast Corporation
|
$
|
13,057
|
|
|
$
|
11,731
|
|
|
$
|
22,735
|
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.87
|
|
|
$
|
2.56
|
|
|
$
|
4.83
|
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.83
|
|
|
$
|
2.53
|
|
|
$
|
4.75
|
|
|
66
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net income
|
$
|
13,323
|
|
|
$
|
11,862
|
|
|
$
|
22,922
|
|
Unrealized gains (losses) on marketable securities, net of deferred taxes of $—, $(1) and $25
|
3
|
|
|
1
|
|
|
(42
|
)
|
|||
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $(4), $(3) and $(35)
|
19
|
|
|
50
|
|
|
60
|
|
|||
Amounts reclassified to net income:
|
|
|
|
|
|
||||||
Realized (gains) losses on marketable securities, net of deferred taxes of $—, $— and $1
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(10), $(4) and $22
|
65
|
|
|
(6
|
)
|
|
(37
|
)
|
|||
Employee benefit obligations, net of deferred taxes of $16, $(2) and $(24)
|
(60
|
)
|
|
7
|
|
|
41
|
|
|||
Currency translation adjustments, net of deferred taxes of $(66), $9 and $(40)
|
1,375
|
|
|
(916
|
)
|
|
147
|
|
|||
Comprehensive income
|
14,725
|
|
|
10,998
|
|
|
23,090
|
|
|||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
266
|
|
|
131
|
|
|
187
|
|
|||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(13
|
)
|
|
(41
|
)
|
|
81
|
|
|||
Comprehensive income attributable to Comcast Corporation
|
$
|
14,472
|
|
|
$
|
10,908
|
|
|
$
|
22,822
|
|
Comcast 2019 Annual Report on Form 10-K
|
67
|
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
13,323
|
|
|
$
|
11,862
|
|
|
$
|
22,922
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other operating gains
|
12,953
|
|
|
10,676
|
|
|
9,688
|
|
|||
Share-based compensation
|
1,021
|
|
|
826
|
|
|
751
|
|
|||
Noncash interest expense (income), net
|
417
|
|
|
364
|
|
|
272
|
|
|||
Net (gain) loss on investment activity and other
|
(20
|
)
|
|
576
|
|
|
(194
|
)
|
|||
Deferred income taxes
|
563
|
|
|
290
|
|
|
(10,646
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Current and noncurrent receivables, net
|
(57
|
)
|
|
(802
|
)
|
|
(869
|
)
|
|||
Film and television costs, net
|
(929
|
)
|
|
(395
|
)
|
|
(197
|
)
|
|||
Accounts payable and accrued expenses related to trade creditors
|
(347
|
)
|
|
(394
|
)
|
|
173
|
|
|||
Other operating assets and liabilities
|
(1,227
|
)
|
|
1,294
|
|
|
(639
|
)
|
|||
Net cash provided by operating activities
|
25,697
|
|
|
24,297
|
|
|
21,261
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(9,953
|
)
|
|
(9,774
|
)
|
|
(9,550
|
)
|
|||
Cash paid for intangible assets
|
(2,475
|
)
|
|
(1,935
|
)
|
|
(1,605
|
)
|
|||
Acquisitions and construction of real estate properties
|
(54
|
)
|
|
(143
|
)
|
|
(418
|
)
|
|||
Construction of Universal Beijing Resort
|
(1,116
|
)
|
|
(460
|
)
|
|
(71
|
)
|
|||
Acquisitions, net of cash acquired
|
(370
|
)
|
|
(38,219
|
)
|
|
(532
|
)
|
|||
Proceeds from sales of businesses and investments
|
886
|
|
|
141
|
|
|
150
|
|
|||
Purchases of investments
|
(1,899
|
)
|
|
(1,257
|
)
|
|
(2,292
|
)
|
|||
Other
|
140
|
|
|
793
|
|
|
785
|
|
|||
Net cash provided by (used in) investing activities
|
(14,841
|
)
|
|
(50,854
|
)
|
|
(13,533
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from (repayments of) short-term borrowings, net
|
(1,288
|
)
|
|
379
|
|
|
(1,905
|
)
|
|||
Proceeds from borrowings
|
5,479
|
|
|
44,781
|
|
|
11,466
|
|
|||
Proceeds from collateralized obligation
|
5,175
|
|
|
—
|
|
|
—
|
|
|||
Repurchases and repayments of debt
|
(14,354
|
)
|
|
(8,798
|
)
|
|
(6,364
|
)
|
|||
Repurchases of common stock under repurchase program and employee plans
|
(504
|
)
|
|
(5,320
|
)
|
|
(5,435
|
)
|
|||
Dividends paid
|
(3,735
|
)
|
|
(3,352
|
)
|
|
(2,883
|
)
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(2,299
|
)
|
|||
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
|
(311
|
)
|
|
(277
|
)
|
|
(252
|
)
|
|||
Other
|
357
|
|
|
(273
|
)
|
|
100
|
|
|||
Net cash provided by (used in) financing activities
|
(9,181
|
)
|
|
27,140
|
|
|
(7,572
|
)
|
|||
Impact of foreign currency on cash, cash equivalents and restricted cash
|
5
|
|
|
(245
|
)
|
|
—
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
1,680
|
|
|
338
|
|
|
156
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
3,909
|
|
|
3,571
|
|
|
3,415
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
5,589
|
|
|
$
|
3,909
|
|
|
$
|
3,571
|
|
|
68
|
Comcast 2019 Annual Report on Form 10-K
|
December 31 (in millions, except share data)
|
2019
|
|
|
2018
|
|
||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,500
|
|
|
$
|
3,814
|
|
Receivables, net
|
11,292
|
|
|
11,104
|
|
||
Programming rights
|
3,877
|
|
|
3,746
|
|
||
Other current assets
|
4,723
|
|
|
3,184
|
|
||
Total current assets
|
25,392
|
|
|
21,848
|
|
||
Film and television costs
|
8,933
|
|
|
7,837
|
|
||
Investments
|
6,989
|
|
|
7,883
|
|
||
Investment securing collateralized obligation
|
694
|
|
|
—
|
|
||
Property and equipment, net
|
48,322
|
|
|
44,437
|
|
||
Goodwill
|
68,725
|
|
|
66,154
|
|
||
Franchise rights
|
59,365
|
|
|
59,365
|
|
||
Other intangible assets, net
|
36,128
|
|
|
38,358
|
|
||
Other noncurrent assets, net
|
8,866
|
|
|
5,802
|
|
||
Total assets
|
$
|
263,414
|
|
|
$
|
251,684
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses related to trade creditors
|
$
|
10,826
|
|
|
$
|
8,494
|
|
Accrued participations and residuals
|
1,730
|
|
|
1,808
|
|
||
Deferred revenue
|
2,768
|
|
|
2,182
|
|
||
Accrued expenses and other current liabilities
|
10,516
|
|
|
10,721
|
|
||
Current portion of long-term debt
|
4,452
|
|
|
4,398
|
|
||
Total current liabilities
|
30,292
|
|
|
27,603
|
|
||
Long-term debt, less current portion
|
97,765
|
|
|
107,345
|
|
||
Collateralized obligation
|
5,166
|
|
|
—
|
|
||
Deferred income taxes
|
28,180
|
|
|
27,589
|
|
||
Other noncurrent liabilities
|
16,765
|
|
|
15,329
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Redeemable noncontrolling interests and redeemable subsidiary preferred stock
|
1,372
|
|
|
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, 5,416,381,298 and 5,389,309,175; outstanding, 4,543,590,270 and 4,516,518,147
|
54
|
|
|
54
|
|
||
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,447
|
|
|
37,461
|
|
||
Retained earnings
|
50,695
|
|
|
41,983
|
|
||
Treasury stock, 872,791,028 Class A common shares
|
(7,517
|
)
|
|
(7,517
|
)
|
||
Accumulated other comprehensive income (loss)
|
1,047
|
|
|
(368
|
)
|
||
Total Comcast Corporation shareholders’ equity
|
82,726
|
|
|
71,613
|
|
||
Noncontrolling interests
|
1,148
|
|
|
889
|
|
||
Total equity
|
83,874
|
|
|
72,502
|
|
||
Total liabilities and equity
|
$
|
263,414
|
|
|
$
|
251,684
|
|
Comcast 2019 Annual Report on Form 10-K
|
69
|
|
(in millions, except per share data)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Redeemable Noncontrolling Interests and Redeemable Subsidiary Preferred Stock
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,316
|
|
|
$
|
1,357
|
|
|
$
|
1,446
|
|
Contributions from (distributions to) noncontrolling interests, net
|
(62
|
)
|
|
(56
|
)
|
|
(39
|
)
|
|||
Other
|
(38
|
)
|
|
(43
|
)
|
|
(123
|
)
|
|||
Net income (loss)
|
156
|
|
|
58
|
|
|
73
|
|
|||
Balance, end of year
|
$
|
1,372
|
|
|
$
|
1,316
|
|
|
$
|
1,357
|
|
|
|
|
|
|
|
||||||
Class A common stock
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
54
|
|
|
$
|
55
|
|
|
$
|
56
|
|
Repurchases of common stock under repurchase program and employee plans
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, end of year
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
55
|
|
|
|
|
|
|
|
||||||
Class B common stock
|
|
|
|
|
|
||||||
Balance, beginning and end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Additional Paid-In Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
37,461
|
|
|
$
|
37,497
|
|
|
$
|
38,230
|
|
Stock compensation plans
|
783
|
|
|
607
|
|
|
554
|
|
|||
Repurchases of common stock under repurchase program and employee plans
|
(34
|
)
|
|
(920
|
)
|
|
(832
|
)
|
|||
Employee stock purchase plans
|
222
|
|
|
214
|
|
|
190
|
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||
Other
|
15
|
|
|
63
|
|
|
51
|
|
|||
Balance, end of year
|
$
|
38,447
|
|
|
$
|
37,461
|
|
|
$
|
37,497
|
|
|
|
|
|
|
|
||||||
Retained Earnings
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
41,983
|
|
|
$
|
38,202
|
|
|
$
|
23,065
|
|
Cumulative effects of adoption of accounting standards
|
—
|
|
|
(43
|
)
|
|
—
|
|
|||
Repurchases of common stock under repurchase program and employee plans
|
(485
|
)
|
|
(4,408
|
)
|
|
(4,623
|
)
|
|||
Dividends declared
|
(3,860
|
)
|
|
(3,499
|
)
|
|
(2,975
|
)
|
|||
Net income (loss)
|
13,057
|
|
|
11,731
|
|
|
22,735
|
|
|||
Balance, end of year
|
$
|
50,695
|
|
|
$
|
41,983
|
|
|
$
|
38,202
|
|
|
|
|
|
|
|
||||||
Treasury Stock at Cost
|
|
|
|
|
|
||||||
Balance, beginning and end of year
|
$
|
(7,517
|
)
|
|
$
|
(7,517
|
)
|
|
$
|
(7,517
|
)
|
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
(368
|
)
|
|
$
|
379
|
|
|
$
|
98
|
|
Cumulative effects of adoption of accounting standards
|
—
|
|
|
76
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
1,415
|
|
|
(823
|
)
|
|
87
|
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
194
|
|
|||
Balance, end of year
|
$
|
1,047
|
|
|
$
|
(368
|
)
|
|
$
|
379
|
|
|
|
|
|
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
889
|
|
|
$
|
843
|
|
|
$
|
2,231
|
|
Other comprehensive income (loss)
|
(13
|
)
|
|
(41
|
)
|
|
81
|
|
|||
Contributions from (distributions to) noncontrolling interests, net
|
176
|
|
|
294
|
|
|
(108
|
)
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,736
|
)
|
|||
Other
|
(14
|
)
|
|
(280
|
)
|
|
261
|
|
|||
Net income (loss)
|
110
|
|
|
73
|
|
|
114
|
|
|||
Balance, end of year
|
$
|
1,148
|
|
|
$
|
889
|
|
|
$
|
843
|
|
Total equity
|
$
|
83,874
|
|
|
$
|
72,502
|
|
|
$
|
69,459
|
|
Cash dividends declared per common share
|
$
|
0.84
|
|
|
$
|
0.76
|
|
|
$
|
0.63
|
|
|
70
|
Comcast 2019 Annual Report on Form 10-K
|
Note 1: Basis of Presentation and Summary of Significant Accounting Policies
|
•
|
valuation and impairment testing of goodwill and cable franchise rights (see Note 12)
|
•
|
film and television costs (see Note 4)
|
•
|
fair value of acquisition-related assets and liabilities (see Note 8)
|
•
|
capitalization and amortization of film and television costs (see Note 4)
|
•
|
costs for connecting customers to our cable systems (see Note 11)
|
Comcast 2019 Annual Report on Form 10-K
|
71
|
|
•
|
Level 1: Values are determined using quoted market prices for identical financial instruments in an active market
|
•
|
Level 2: Values are determined using quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
|
•
|
Level 3: Values are determined using 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
|
Note 2: Segment Information
|
|
72
|
Comcast 2019 Annual Report on Form 10-K
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(d)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2019
|
|
|
|
|
|
||||||||||
Cable Communications
|
$
|
58,082
|
|
$
|
23,266
|
|
$
|
7,994
|
|
$
|
6,909
|
|
$
|
1,426
|
|
NBCUniversal
|
|
|
|
|
|
||||||||||
Cable Networks
|
11,513
|
|
4,444
|
|
735
|
|
41
|
|
17
|
|
|||||
Broadcast Television
|
10,261
|
|
1,730
|
|
157
|
|
161
|
|
15
|
|
|||||
Filmed Entertainment
|
6,493
|
|
833
|
|
79
|
|
21
|
|
22
|
|
|||||
Theme Parks
|
5,933
|
|
2,455
|
|
696
|
|
1,605
|
|
60
|
|
|||||
Headquarters and Other(a)
|
83
|
|
(689
|
)
|
462
|
|
244
|
|
171
|
|
|||||
Eliminations(b)
|
(316
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|||||
NBCUniversal
|
33,967
|
|
8,772
|
|
2,129
|
|
2,072
|
|
285
|
|
|||||
Sky
|
19,219
|
|
3,099
|
|
2,699
|
|
768
|
|
707
|
|
|||||
Corporate and Other(c)
|
333
|
|
(880
|
)
|
131
|
|
204
|
|
57
|
|
|||||
Eliminations(b)
|
(2,659
|
)
|
1
|
|
—
|
|
—
|
|
—
|
|
|||||
Comcast Consolidated
|
$
|
108,942
|
|
$
|
34,258
|
|
$
|
12,953
|
|
$
|
9,953
|
|
$
|
2,475
|
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(d)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2018
|
|
|
|
|
|
||||||||||
Cable Communications
|
$
|
56,033
|
|
$
|
21,681
|
|
$
|
8,262
|
|
$
|
7,723
|
|
$
|
1,346
|
|
NBCUniversal
|
|
|
|
|
|
||||||||||
Cable Networks(e)
|
11,773
|
|
4,428
|
|
738
|
|
42
|
|
23
|
|
|||||
Broadcast Television(e)
|
11,439
|
|
1,657
|
|
146
|
|
204
|
|
81
|
|
|||||
Filmed Entertainment
|
7,152
|
|
734
|
|
145
|
|
35
|
|
25
|
|
|||||
Theme Parks
|
5,683
|
|
2,455
|
|
660
|
|
1,143
|
|
173
|
|
|||||
Headquarters and Other(a)
|
63
|
|
(680
|
)
|
419
|
|
306
|
|
146
|
|
|||||
Eliminations(b)(e)
|
(349
|
)
|
4
|
|
—
|
|
—
|
|
—
|
|
|||||
NBCUniversal
|
35,761
|
|
8,598
|
|
2,108
|
|
1,730
|
|
448
|
|
|||||
Sky
|
4,587
|
|
692
|
|
539
|
|
222
|
|
137
|
|
|||||
Corporate and Other(c)
|
513
|
|
(779
|
)
|
108
|
|
99
|
|
4
|
|
|||||
Eliminations(b)(e)
|
(2,387
|
)
|
(27
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Comcast Consolidated
|
$
|
94,507
|
|
$
|
30,165
|
|
$
|
11,017
|
|
$
|
9,774
|
|
$
|
1,935
|
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(d)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2017
|
|
|
|
|
|
||||||||||
Cable Communications
|
$
|
53,399
|
|
$
|
20,555
|
|
$
|
8,019
|
|
$
|
7,978
|
|
$
|
1,294
|
|
NBCUniversal
|
|
|
|
|
|
||||||||||
Cable Networks
|
10,497
|
|
4,053
|
|
755
|
|
33
|
|
19
|
|
|||||
Broadcast Television
|
9,563
|
|
1,251
|
|
133
|
|
180
|
|
22
|
|
|||||
Filmed Entertainment
|
7,595
|
|
1,276
|
|
109
|
|
58
|
|
23
|
|
|||||
Theme Parks
|
5,443
|
|
2,384
|
|
648
|
|
960
|
|
78
|
|
|||||
Headquarters and Other(a)
|
45
|
|
(741
|
)
|
396
|
|
271
|
|
153
|
|
|||||
Eliminations(b)
|
(307
|
)
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
|||||
NBCUniversal
|
32,836
|
|
8,218
|
|
2,041
|
|
1,502
|
|
295
|
|
|||||
Corporate and Other(c)
|
864
|
|
(859
|
)
|
70
|
|
70
|
|
16
|
|
|||||
Eliminations(b)
|
(2,070
|
)
|
42
|
|
—
|
|
—
|
|
—
|
|
|||||
Comcast Consolidated
|
$
|
85,029
|
|
$
|
27,956
|
|
$
|
10,130
|
|
$
|
9,550
|
|
$
|
1,605
|
|
Comcast 2019 Annual Report on Form 10-K
|
73
|
|
(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:
|
•
|
Cable Networks generates revenue by selling programming to Cable Communications, which represents a substantial majority of the revenue elimination amount
|
•
|
Broadcast Television generates revenue from the fees received under retransmission consent agreements with Cable Communications
|
•
|
Cable Communications generates revenue by selling advertising and by selling the use of satellite feeds to Cable Networks
|
•
|
Cable Networks and Broadcast Television generate revenue by selling advertising to Cable Communications
|
•
|
Filmed Entertainment and Broadcast Television generate revenue by licensing content to our Cable Networks; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third-party revenue
|
•
|
Filmed Entertainment, Cable Networks and Broadcast Television generate revenue by licensing content to Sky; for segment reporting, this revenue is recognized as content is delivered and available for use by Sky
|
(c)
|
Corporate and Other activities include costs associated with overhead and personnel, revenue and expenses associated with the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania, and other business initiatives, such as the development of Peacock.
|
(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.
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Adjusted EBITDA
|
$
|
34,258
|
|
$
|
30,165
|
|
$
|
27,956
|
|
Adjustment for legal settlement
|
—
|
|
(125
|
)
|
(250
|
)
|
|||
Adjustment for Sky transaction-related costs
|
(180
|
)
|
(355
|
)
|
—
|
|
|||
Depreciation
|
(8,663
|
)
|
(8,281
|
)
|
(7,914
|
)
|
|||
Amortization
|
(4,290
|
)
|
(2,736
|
)
|
(2,216
|
)
|
|||
Other operating gains
|
—
|
|
341
|
|
442
|
|
|||
Interest expense
|
(4,567
|
)
|
(3,542
|
)
|
(3,086
|
)
|
|||
Investment and other income (loss), net
|
438
|
|
(225
|
)
|
421
|
|
|||
Income before income taxes
|
$
|
16,996
|
|
$
|
15,242
|
|
$
|
15,353
|
|
(e)
|
The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in Cable Networks and Broadcast Television. The revenue and operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in Broadcast Television. Included in Eliminations are transactions relating to these events that Broadcast Television and Cable Networks enter into with other segments.
|
|
74
|
Comcast 2019 Annual Report on Form 10-K
|
Note 3: Revenue
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Residential:
|
|
|
|
|
|
||||||
High-speed internet
|
$
|
18,752
|
|
|
$
|
17,144
|
|
|
$
|
15,681
|
|
Video
|
22,270
|
|
|
22,455
|
|
|
22,874
|
|
|||
Voice
|
3,879
|
|
|
3,960
|
|
|
4,090
|
|
|||
Wireless
|
1,167
|
|
|
890
|
|
|
329
|
|
|||
Business services
|
7,795
|
|
|
7,129
|
|
|
6,437
|
|
|||
Advertising
|
2,465
|
|
|
2,795
|
|
|
2,450
|
|
|||
Other
|
1,754
|
|
|
1,660
|
|
|
1,538
|
|
|||
Total Cable Communications(a)(b)
|
58,082
|
|
|
56,033
|
|
|
53,399
|
|
|||
|
|
|
|
|
|
||||||
Distribution
|
6,790
|
|
|
6,826
|
|
|
6,081
|
|
|||
Advertising
|
3,478
|
|
|
3,587
|
|
|
3,359
|
|
|||
Content licensing and other
|
1,245
|
|
|
1,360
|
|
|
1,057
|
|
|||
Total Cable Networks
|
11,513
|
|
|
11,773
|
|
|
10,497
|
|
|||
|
|
|
|
|
|
||||||
Advertising
|
5,712
|
|
|
7,010
|
|
|
5,654
|
|
|||
Content licensing
|
2,157
|
|
|
2,182
|
|
|
2,114
|
|
|||
Distribution and other
|
2,392
|
|
|
2,247
|
|
|
1,795
|
|
|||
Total Broadcast Television
|
10,261
|
|
|
11,439
|
|
|
9,563
|
|
|||
|
|
|
|
|
|
||||||
Theatrical
|
1,469
|
|
|
2,111
|
|
|
2,192
|
|
|||
Content licensing
|
3,045
|
|
|
2,899
|
|
|
2,956
|
|
|||
Home entertainment
|
957
|
|
|
1,048
|
|
|
1,287
|
|
|||
Other
|
1,022
|
|
|
1,094
|
|
|
1,160
|
|
|||
Total Filmed Entertainment
|
6,493
|
|
|
7,152
|
|
|
7,595
|
|
|||
|
|
|
|
|
|
||||||
Total Theme Parks
|
5,933
|
|
|
5,683
|
|
|
5,443
|
|
|||
Headquarters and Other
|
83
|
|
|
63
|
|
|
45
|
|
|||
Eliminations(c)
|
(316
|
)
|
|
(349
|
)
|
|
(307
|
)
|
|||
Total NBCUniversal
|
33,967
|
|
|
35,761
|
|
|
32,836
|
|
|||
|
|
|
|
|
|
||||||
Direct-to-consumer
|
15,538
|
|
|
3,632
|
|
|
—
|
|
|||
Content
|
1,432
|
|
|
304
|
|
|
—
|
|
|||
Advertising
|
2,249
|
|
|
651
|
|
|
—
|
|
|||
Total Sky
|
19,219
|
|
|
4,587
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Corporate and Other(b)
|
333
|
|
|
513
|
|
|
864
|
|
|||
Eliminations(c)
|
(2,659
|
)
|
|
(2,387
|
)
|
|
(2,070
|
)
|
|||
Total revenue
|
$
|
108,942
|
|
|
$
|
94,507
|
|
|
$
|
85,029
|
|
(a)
|
For 2019, 2018 and 2017, 2.6%, 2.6% and 2.8%, 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.
|
(c)
|
Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
United States
|
$
|
82,952
|
|
|
$
|
82,233
|
|
|
$
|
77,246
|
|
Europe
|
21,553
|
|
|
7,721
|
|
|
3,190
|
|
|||
Other
|
4,437
|
|
|
4,553
|
|
|
4,593
|
|
|||
Total revenue
|
$
|
108,942
|
|
|
$
|
94,507
|
|
|
$
|
85,029
|
|
Comcast 2019 Annual Report on Form 10-K
|
75
|
|
|
76
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
77
|
|
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Receivables, gross
|
$
|
11,711
|
|
|
$
|
11,456
|
|
Less: Allowance for doubtful accounts
|
419
|
|
|
352
|
|
||
Receivables, net
|
$
|
11,292
|
|
|
$
|
11,104
|
|
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Noncurrent receivables (included in other noncurrent assets, net)
|
$
|
1,337
|
|
|
$
|
1,399
|
|
Contract acquisition and fulfillment costs (included in other noncurrent assets, net)
|
$
|
1,083
|
|
|
$
|
991
|
|
Noncurrent deferred revenue (included in other noncurrent liabilities)
|
$
|
618
|
|
|
$
|
650
|
|
|
78
|
Comcast 2019 Annual Report on Form 10-K
|
Note 4: Programming and Production Costs
|
December 31 (in millions)
|
2019
|
|
2018
|
|
||
Film Costs:
|
|
|
||||
Released, less amortization
|
$
|
1,551
|
|
$
|
1,600
|
|
Completed, not released
|
187
|
|
144
|
|
||
In production and in development
|
1,314
|
|
1,063
|
|
||
|
3,052
|
|
2,807
|
|
||
Television Costs:
|
|
|
||||
Released, less amortization
|
2,810
|
|
2,289
|
|
||
In production and in development
|
1,162
|
|
953
|
|
||
|
3,972
|
|
3,242
|
|
||
Programming rights, less amortization
|
5,786
|
|
5,534
|
|
||
|
12,810
|
|
11,583
|
|
||
Less: Current portion of programming rights
|
3,877
|
|
3,746
|
|
||
Film and television costs
|
$
|
8,933
|
|
$
|
7,837
|
|
Comcast 2019 Annual Report on Form 10-K
|
79
|
|
Note 5: Income Taxes
|
Income Before Income Taxes
|
|
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Domestic
|
$
|
16,646
|
|
|
$
|
14,387
|
|
|
$
|
14,331
|
|
Foreign
|
350
|
|
|
855
|
|
|
1,022
|
|
|||
|
$
|
16,996
|
|
|
$
|
15,242
|
|
|
$
|
15,353
|
|
|
80
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Federal tax at statutory rate
|
$
|
(3,569
|
)
|
|
$
|
(3,201
|
)
|
|
$
|
(5,374
|
)
|
State income taxes, net of federal benefit
|
(306
|
)
|
|
(212
|
)
|
|
(299
|
)
|
|||
Foreign income taxed at different rates
|
(126
|
)
|
|
(147
|
)
|
|
(70
|
)
|
|||
Nontaxable income attributable to noncontrolling interests
|
51
|
|
|
20
|
|
|
45
|
|
|||
Adjustments to uncertain and effectively settled tax positions, net
|
(3
|
)
|
|
(144
|
)
|
|
62
|
|
|||
Accrued interest and penalties on uncertain and effectively settled tax positions, net
|
13
|
|
|
(29
|
)
|
|
(3
|
)
|
|||
Excess tax benefits recognized on share-based compensation
|
196
|
|
|
75
|
|
|
297
|
|
|||
Tax legislation
|
31
|
|
|
120
|
|
|
12,682
|
|
|||
Other
|
40
|
|
|
138
|
|
|
229
|
|
|||
Income tax (expense) benefit
|
$
|
(3,673
|
)
|
|
$
|
(3,380
|
)
|
|
$
|
7,569
|
|
Comcast 2019 Annual Report on Form 10-K
|
81
|
|
Components of Net Deferred Tax Liability
|
|
|
|
||||
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Deferred Tax Assets:
|
|
|
|
||||
Net operating loss and other loss carryforwards
|
$
|
2,017
|
|
|
$
|
1,926
|
|
Nondeductible accruals and other
|
2,779
|
|
|
2,656
|
|
||
Less: Valuation allowance
|
1,906
|
|
|
632
|
|
||
|
2,890
|
|
|
3,950
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Differences between book and tax basis of property and equipment and intangible assets
|
29,387
|
|
|
29,139
|
|
||
Differences between book and tax basis of investments
|
702
|
|
|
491
|
|
||
Differences between book and tax basis of long-term debt
|
751
|
|
|
604
|
|
||
Differences between book and tax basis of foreign subsidiaries and undistributed foreign earnings
|
143
|
|
|
85
|
|
||
|
30,983
|
|
|
30,319
|
|
||
Net deferred tax liability
|
$
|
28,093
|
|
|
$
|
26,369
|
|
Reconciliation of Unrecognized Tax Benefits
|
|
|
|
|
|
||||||
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Gross unrecognized tax benefits, January 1
|
$
|
1,543
|
|
|
$
|
1,497
|
|
|
$
|
1,443
|
|
Additions based on tax positions related to the current year
|
230
|
|
|
229
|
|
|
121
|
|
|||
Additions based on tax positions related to prior years
|
133
|
|
|
125
|
|
|
319
|
|
|||
Additions from acquired subsidiaries
|
1
|
|
|
130
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(344
|
)
|
|
(346
|
)
|
|
(251
|
)
|
|||
Reductions due to expiration of statutes of limitations
|
(117
|
)
|
|
(75
|
)
|
|
(70
|
)
|
|||
Settlements with tax authorities
|
(24
|
)
|
|
(17
|
)
|
|
(65
|
)
|
|||
Gross unrecognized tax benefits, December 31
|
1,422
|
|
|
1,543
|
|
|
1,497
|
|
|||
Positions paid
|
(409
|
)
|
|
(531
|
)
|
|
(688
|
)
|
|||
Liability for uncertain tax positions
|
$
|
1,013
|
|
|
$
|
1,012
|
|
|
$
|
809
|
|
|
82
|
Comcast 2019 Annual Report on Form 10-K
|
Note 6: Earnings Per Share
|
Computation of Diluted EPS
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
2019
|
2018
|
2017
|
|||||||||||||||||||||
Year ended December 31
(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 |
|
Net Income
Attributable to Comcast Corporation |
|
Shares
|
|
Per Share
Amount |
|
||||||
Basic EPS attributable to
Comcast Corporation
shareholders
|
$
|
13,057
|
|
4,548
|
|
$
|
2.87
|
|
$
|
11,731
|
|
4,584
|
|
$
|
2.56
|
|
$
|
22,735
|
|
4,708
|
|
$
|
4.83
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Assumed exercise or issuance
of shares relating to stock
plans
|
|
62
|
|
|
|
56
|
|
|
|
78
|
|
|
||||||||||||
Diluted EPS attributable to
Comcast Corporation
shareholders
|
$
|
13,057
|
|
4,610
|
|
$
|
2.83
|
|
$
|
11,731
|
|
4,640
|
|
$
|
2.53
|
|
$
|
22,735
|
|
4,786
|
|
$
|
4.75
|
|
Note 7: Long-Term Debt
|
Long-Term Debt Outstanding
|
|
|
|
|
|||||
December 31 (in millions)
|
Weighted-Average
Interest Rate as of December 31, 2019 |
|
|
2019(b)
|
|
2018(b)
|
|
||
Commercial paper
|
—
|
|
|
$
|
—
|
|
$
|
675
|
|
Revolving credit facilities
|
—
|
|
|
—
|
|
606
|
|
||
Term loans
|
1.87
|
%
|
|
8,078
|
|
13,268
|
|
||
Senior notes with maturities of 5 years or less, at face value
|
3.29
|
%
|
|
26,378
|
|
26,331
|
|
||
Senior notes with maturities between 5 and 10 years, at face value
|
3.74
|
%
|
|
21,683
|
|
26,727
|
|
||
Senior notes with maturities greater than 10 years, at face value
|
4.54
|
%
|
|
46,653
|
|
45,030
|
|
||
Other, including capital lease obligations
|
—
|
|
|
1,098
|
|
808
|
|
||
Debt issuance costs, premiums, discounts, fair value adjustments for acquisition accounting and hedged positions, net(a)
|
—
|
|
|
(1,673
|
)
|
(1,702
|
)
|
||
Total debt
|
3.78
|
%
|
(a)
|
102,217
|
|
111,743
|
|
||
Less: Current portion
|
|
|
4,452
|
|
4,398
|
|
|||
Long-term debt
|
|
|
$
|
97,765
|
|
$
|
107,345
|
|
(a)
|
Includes the effects of our derivative financial instruments.
|
Comcast 2019 Annual Report on Form 10-K
|
83
|
|
(b)
|
As of December 31, 2019, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of £4.9 billion, €4.9 billion, ¥267 billion and ¥9 billion RMB. As of December 31, 2018, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of £7.3 billion, €4.9 billion, ¥390 billion and ¥4 billion RMB.
|
Principal Maturities of Debt
|
|
||
(in millions)
|
|
||
2020
|
$
|
4,455
|
|
2021
|
$
|
9,125
|
|
2022
|
$
|
5,581
|
|
2023
|
$
|
7,664
|
|
2024
|
$
|
6,759
|
|
Thereafter
|
$
|
70,306
|
|
|
84
|
Comcast 2019 Annual Report on Form 10-K
|
Note 8: Significant Transactions
|
Comcast 2019 Annual Report on Form 10-K
|
85
|
|
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 (See Note 4)
|
2,512
|
|
|
Property and equipment (See Note 11)
|
4,127
|
|
|
Intangible assets (See Note 12)
|
19,539
|
|
|
Accounts payable, accrued liabilities and other current liabilities
|
(5,885
|
)
|
|
Long-term debt (See Note 7)
|
(11,468
|
)
|
|
Deferred tax assets (liabilities), net (See Note 5)
|
(2,974
|
)
|
|
Other noncurrent assets and (liabilities), net
|
(1,398
|
)
|
|
Fair value of identifiable net assets acquired
|
8,095
|
|
|
Goodwill (See Note 12)
|
$
|
31,292
|
|
(in millions)
|
Year ended
December 31, 2018
|
||
Other operating and administrative expenses
|
$
|
339
|
|
Interest expense
|
$
|
63
|
|
|
86
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions, except per share data)
|
2018
|
|
2017
|
|
||
Revenue
|
$
|
109,518
|
|
$
|
102,971
|
|
Net income attributable to Comcast Corporation
|
$
|
12,176
|
|
$
|
22,085
|
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.66
|
|
$
|
4.69
|
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
2.62
|
|
$
|
4.61
|
|
Note 9: Recent Accounting Pronouncements
|
Comcast 2019 Annual Report on Form 10-K
|
87
|
|
Note 10: Investments
|
Investment and Other Income (Loss), Net
|
|
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Equity in net income (losses) of investees, net
|
$
|
(505
|
)
|
|
$
|
(364
|
)
|
|
$
|
107
|
|
Realized and unrealized gains (losses) on equity securities, net
|
656
|
|
|
(187
|
)
|
|
(17
|
)
|
|||
Other income (loss), net
|
287
|
|
|
326
|
|
|
331
|
|
|||
Investment and other income (loss), net
|
$
|
438
|
|
|
$
|
(225
|
)
|
|
$
|
421
|
|
Investments
|
|
|
|
||||
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Equity method
|
$
|
5,347
|
|
|
$
|
4,035
|
|
Marketable equity securities
|
353
|
|
|
341
|
|
||
Nonmarketable equity securities
|
1,896
|
|
|
1,805
|
|
||
Other investments
|
1,796
|
|
|
1,796
|
|
||
Total investments
|
9,392
|
|
|
7,977
|
|
||
Less: Current investments
|
1,709
|
|
|
94
|
|
||
Less: Investment securing collateralized obligation
|
694
|
|
|
—
|
|
||
Noncurrent investments
|
$
|
6,989
|
|
|
$
|
7,883
|
|
|
88
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
89
|
|
|
90
|
Comcast 2019 Annual Report on Form 10-K
|
Note 11: Property and Equipment
|
December 31 (in millions)
|
Weighted-Average
Original Useful Life as of December 31, 2019 |
|
2019
|
|
|
2018
|
|
||
Distribution systems
|
11 years
|
|
$
|
40,639
|
|
|
$
|
38,380
|
|
Customer premise equipment
|
6 years
|
|
26,065
|
|
|
26,208
|
|
||
Other equipment
|
9 years
|
|
13,025
|
|
|
12,437
|
|
||
Buildings and leasehold improvements
|
30 years
|
|
15,104
|
|
|
14,188
|
|
||
Construction in process
|
N/A
|
|
5,245
|
|
|
2,991
|
|
||
Land
|
N/A
|
|
1,483
|
|
|
1,539
|
|
||
Property and equipment, at cost
|
|
|
101,561
|
|
|
95,743
|
|
||
Less: Accumulated depreciation
|
|
|
53,239
|
|
|
51,306
|
|
||
Property and equipment, net
|
|
|
$
|
48,322
|
|
|
$
|
44,437
|
|
Comcast 2019 Annual Report on Form 10-K
|
91
|
|
Note 12: Goodwill and Intangible Assets
|
Goodwill
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
NBCUniversal
|
|
|
|
|||||||||||||||||||
(in millions)
|
Cable
Communications |
|
Cable
Networks |
|
Broadcast
Television |
|
Filmed
Entertainment |
|
Theme
Parks |
|
Sky
|
|
Corporate
and Other |
|
Total
|
|
||||||||
Balance, December 31, 2017
|
$
|
12,784
|
|
$
|
13,427
|
|
$
|
806
|
|
$
|
3,212
|
|
$
|
6,544
|
|
$
|
—
|
|
$
|
7
|
|
$
|
36,780
|
|
Acquisitions(a)
|
—
|
|
—
|
|
36
|
|
—
|
|
—
|
|
29,889
|
|
—
|
|
29,925
|
|
||||||||
Dispositions
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
—
|
|
(5
|
)
|
(13
|
)
|
||||||||
Adjustments
|
—
|
|
(13
|
)
|
1
|
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
||||||||
Foreign currency translation
|
—
|
|
(7
|
)
|
—
|
|
(11
|
)
|
140
|
|
(639
|
)
|
—
|
|
(517
|
)
|
||||||||
Balance, December 31, 2018
|
12,784
|
|
13,407
|
|
843
|
|
3,184
|
|
6,684
|
|
29,250
|
|
2
|
|
66,154
|
|
||||||||
Acquisitions
|
86
|
|
162
|
|
14
|
|
—
|
|
—
|
|
17
|
|
—
|
|
279
|
|
||||||||
Dispositions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(12
|
)
|
—
|
|
(12
|
)
|
||||||||
Adjustments(b)
|
2,166
|
|
490
|
|
199
|
|
138
|
|
—
|
|
(1,616
|
)
|
2
|
|
1,379
|
|
||||||||
Foreign currency translation
|
38
|
|
8
|
|
3
|
|
(1
|
)
|
55
|
|
822
|
|
—
|
|
925
|
|
||||||||
Balance, December 31, 2019
|
$
|
15,074
|
|
$
|
14,067
|
|
$
|
1,059
|
|
$
|
3,321
|
|
$
|
6,739
|
|
$
|
28,461
|
|
$
|
4
|
|
$
|
68,725
|
|
(a)
|
Acquisitions in 2018 primarily included the Sky acquisition. As of December 31, 2018, the goodwill resulting from the Sky acquisition was presented in the Sky segment. See Note 8 for further information on the Sky acquisition.
|
(b)
|
Adjustments in 2019 primarily included 1) measurement period adjustments resulting from finalization of acquisition accounting for Sky and 2) the final assignment of goodwill resulting from the Sky transaction to our reporting units.
|
|
92
|
Comcast 2019 Annual Report on Form 10-K
|
Intangible Assets
|
|
|
|
|
|
||||||||
|
|
2019
|
2018
|
||||||||||
December 31 (in millions)
|
Weighted-Average
Original Useful Life
as of December 31, 2019
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
||||
Indefinite-Lived Intangible Assets:
|
|
|
|
|
|
||||||||
Franchise rights
|
N/A
|
$
|
59,365
|
|
|
$
|
59,365
|
|
|
||||
Trade names
|
N/A
|
8,809
|
|
|
9,633
|
|
|
||||||
FCC licenses
|
N/A
|
2,337
|
|
|
2,333
|
|
|
||||||
Finite-Lived Intangible Assets:
|
|
|
|
|
|
||||||||
Customer relationships
|
14 years
|
22,884
|
|
$
|
(8,295
|
)
|
25,046
|
|
$
|
(6,682
|
)
|
||
Software
|
5 years
|
15,357
|
|
(7,287
|
)
|
11,395
|
|
(5,990
|
)
|
||||
Other agreements and rights
|
23 years
|
3,958
|
|
(1,635
|
)
|
4,145
|
|
(1,522
|
)
|
||||
Total
|
|
$
|
112,710
|
|
$
|
(17,217
|
)
|
$
|
111,917
|
|
$
|
(14,194
|
)
|
Estimated Amortization Expense of Finite-Lived Intangible Assets
|
|
||
(in millions)
|
|
||
2020
|
$
|
4,113
|
|
2021
|
$
|
3,649
|
|
2022
|
$
|
3,090
|
|
2023
|
$
|
2,589
|
|
2024
|
$
|
2,184
|
|
Comcast 2019 Annual Report on Form 10-K
|
93
|
|
Note 13: Employee Benefit Plans
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Benefit obligation
|
$
|
3,273
|
|
$
|
2,885
|
|
$
|
2,539
|
|
Interest expense
|
$
|
285
|
|
$
|
222
|
|
$
|
209
|
|
|
94
|
Comcast 2019 Annual Report on Form 10-K
|
Note 14: Equity
|
Shares of Common Stock Outstanding
|
|
|
|
||
(in millions)
|
Class A
|
|
|
Class B
|
|
Balance, December 31, 2016
|
4,742
|
|
|
9
|
|
Stock compensation plans
|
19
|
|
|
—
|
|
Repurchases and retirements of common stock
|
(131
|
)
|
|
—
|
|
Employee stock purchase plans
|
5
|
|
|
—
|
|
Balance, December 31, 2017
|
4,635
|
|
|
9
|
|
Stock compensation plans
|
15
|
|
|
—
|
|
Repurchases and retirements of common stock
|
(140
|
)
|
|
—
|
|
Employee stock purchase plans
|
7
|
|
|
—
|
|
Balance, December 31, 2018
|
4,517
|
|
|
9
|
|
Stock compensation plans
|
21
|
|
|
—
|
|
Repurchases and retirements of common stock
|
—
|
|
|
—
|
|
Employee stock purchase plans
|
6
|
|
|
—
|
|
Balance, December 31, 2019
|
4,544
|
|
|
9
|
|
Share Repurchases Under Share Repurchase Program Authorization
|
|||||||||||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cash consideration
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
Shares repurchased
|
—
|
|
|
140
|
|
|
131
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Unrealized gains (losses) on marketable securities
|
$
|
6
|
|
|
$
|
3
|
|
Deferred gains (losses) on cash flow hedges
|
139
|
|
|
55
|
|
||
Unrecognized gains (losses) on employee benefit obligations
|
265
|
|
|
325
|
|
||
Cumulative translation adjustments
|
637
|
|
|
(751
|
)
|
||
Accumulated other comprehensive income (loss), net of deferred taxes
|
$
|
1,047
|
|
|
$
|
(368
|
)
|
Note 15: Share-Based Compensation
|
Recognized Share-Based Compensation Expense
|
|
|
|
|
|
|
|
|
|||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Restricted share units
|
$
|
564
|
|
|
$
|
402
|
|
|
$
|
349
|
|
Stock options
|
231
|
|
|
205
|
|
|
205
|
|
|||
Employee stock purchase plans
|
30
|
|
|
32
|
|
|
32
|
|
|||
Total
|
$
|
825
|
|
|
$
|
639
|
|
|
$
|
586
|
|
Comcast 2019 Annual Report on Form 10-K
|
95
|
|
Stock Options and Restricted Share Units
|
|
|
|
||||
As of December 31, 2019, unless otherwise stated (in millions, except per share data)
|
Stock
Options
|
|
|
RSUs
|
|
||
Awards granted during 2019
|
42
|
|
|
17
|
|
||
Weighted-average exercise price of awards granted during 2019
|
$
|
40.50
|
|
|
|
||
Stock options outstanding and nonvested RSUs
|
192
|
|
|
51
|
|
||
Weighted-average exercise price of stock options outstanding
|
$
|
31.84
|
|
|
|
||
Weighted-average fair value at grant date of nonvested RSUs
|
|
|
$
|
36.54
|
|
Year ended December 31
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
RSUs fair value
|
$
|
40.42
|
|
|
$
|
35.56
|
|
|
$
|
37.77
|
|
Stock options fair value
|
$
|
7.91
|
|
|
$
|
7.14
|
|
|
$
|
7.01
|
|
Stock Option Valuation Assumptions:
|
|
|
|
|
|
||||||
Dividend yield
|
2.1
|
%
|
|
2.1
|
%
|
|
1.7
|
%
|
|||
Expected volatility
|
22.0
|
%
|
|
22.0
|
%
|
|
20.1
|
%
|
|||
Risk-free interest rate
|
2.5
|
%
|
|
2.7
|
%
|
|
2.2
|
%
|
|||
Expected option life (in years)
|
6.0
|
|
|
6.0
|
|
|
6.1
|
|
Note 16: Supplemental Financial Information
|
Cash Payments for Interest and Income Taxes
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Interest
|
$
|
4,254
|
|
$
|
2,897
|
|
$
|
2,820
|
|
Income taxes
|
$
|
3,231
|
|
$
|
2,355
|
|
$
|
4,057
|
|
•
|
we acquired $1.9 billion of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we recorded a liability of $956 million for a quarterly cash dividend of $0.21 per common share paid in January 2020
|
•
|
we acquired $2.1 billion of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we recorded a liability of $860 million for a quarterly cash dividend of $0.19 per common share paid in January 2019
|
|
96
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
we received noncash contributions from noncontrolling interests totaling $391 million related to Universal Beijing Resort (see Note 8)
|
•
|
we acquired $1.2 billion of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we recorded a liability of $732 million for a quarterly cash dividend of $0.1575 per common share paid in January 2018
|
•
|
we completed a senior notes exchange in the fourth quarter of 2017 in which we issued $5.5 billion aggregate principal amount of new senior notes in exchange for $3.9 billion aggregate principal amount of certain series of outstanding senior notes that were issued by us and NBCUniversal
|
December 31 (in millions)
|
2019
|
|
2018
|
|
||
Cash and cash equivalents
|
$
|
5,500
|
|
$
|
3,814
|
|
Restricted cash included in other current assets
|
42
|
|
46
|
|
||
Restricted cash included in other noncurrent assets, net
|
47
|
|
49
|
|
||
Cash, cash equivalents and restricted cash, end of year
|
$
|
5,589
|
|
$
|
3,909
|
|
Note 17: Commitments and Contingencies
|
As of December 31, 2019 (in millions)
|
Programming and
Talent Commitments
|
||
2020
|
$
|
14,682
|
|
2021
|
$
|
7,701
|
|
2022
|
$
|
7,849
|
|
2023
|
$
|
3,674
|
|
2024
|
$
|
4,595
|
|
Thereafter
|
$
|
13,230
|
|
Comcast 2019 Annual Report on Form 10-K
|
97
|
|
(in millions)
|
December 31,
2019 |
||
Other noncurrent assets, net
|
$
|
4,038
|
|
Accrued expenses and other current liabilities
|
$
|
715
|
|
Other noncurrent liabilities
|
$
|
3,891
|
|
(in millions)
|
December 31,
2019 |
||
2020
|
$
|
877
|
|
2021
|
791
|
|
|
2022
|
669
|
|
|
2023
|
566
|
|
|
2024
|
480
|
|
|
Thereafter
|
2,243
|
|
|
Total future minimum lease payments
|
5,626
|
|
|
Less: imputed interest
|
1,020
|
|
|
Total liability
|
$
|
4,606
|
|
(in millions)
|
December 31,
2018 |
||
2019
|
$
|
891
|
|
2020
|
$
|
824
|
|
2021
|
$
|
722
|
|
2022
|
$
|
592
|
|
2023
|
$
|
513
|
|
Thereafter
|
$
|
2,608
|
|
Year ended December 31 (in millions)
|
2018
|
|
2017
|
|
||
Rental expense
|
$
|
779
|
|
$
|
839
|
|
|
98
|
Comcast 2019 Annual Report on Form 10-K
|
Note 18: Quarterly Financial Information (Unaudited)
|
(in millions, except per share data)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
Year |
|
|||||
2019
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
26,859
|
|
$
|
26,858
|
|
$
|
26,827
|
|
$
|
28,398
|
|
$
|
108,942
|
|
Operating income
|
$
|
5,182
|
|
$
|
5,356
|
|
$
|
5,340
|
|
$
|
5,247
|
|
$
|
21,125
|
|
Net income attributable to Comcast Corporation
|
$
|
3,553
|
|
$
|
3,125
|
|
$
|
3,217
|
|
$
|
3,162
|
|
$
|
13,057
|
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.78
|
|
$
|
0.69
|
|
$
|
0.71
|
|
$
|
0.69
|
|
$
|
2.87
|
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.77
|
|
$
|
0.68
|
|
$
|
0.70
|
|
$
|
0.68
|
|
$
|
2.83
|
|
Dividends declared per common share
|
$
|
0.21
|
|
$
|
0.21
|
|
$
|
0.21
|
|
$
|
0.21
|
|
$
|
0.84
|
|
2018(a)
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
22,791
|
|
$
|
21,735
|
|
$
|
22,135
|
|
$
|
27,846
|
|
$
|
94,507
|
|
Operating income
|
$
|
4,645
|
|
$
|
5,014
|
|
$
|
4,836
|
|
$
|
4,514
|
|
$
|
19,009
|
|
Net income attributable to Comcast Corporation
|
$
|
3,118
|
|
$
|
3,216
|
|
$
|
2,886
|
|
$
|
2,511
|
|
$
|
11,731
|
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.67
|
|
$
|
0.70
|
|
$
|
0.63
|
|
$
|
0.55
|
|
$
|
2.56
|
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.66
|
|
$
|
0.69
|
|
$
|
0.62
|
|
$
|
0.55
|
|
$
|
2.53
|
|
Dividends declared per common share
|
$
|
0.19
|
|
$
|
0.19
|
|
$
|
0.19
|
|
$
|
0.19
|
|
$
|
0.76
|
|
(a)
|
The 2018 amounts include the operations of Sky from October 9, 2018 through December 31, 2018. See Note 8 for additional information.
|
Comcast 2019 Annual Report on Form 10-K
|
99
|
|
Note 19: Condensed Consolidating Financial Information
|
For the Year Ended December 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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
108,942
|
|
$
|
—
|
|
$
|
108,942
|
|
Management fee revenue
|
1,262
|
|
—
|
|
1,236
|
|
—
|
|
—
|
|
(2,498
|
)
|
—
|
|
|||||||
Total revenue
|
1,262
|
|
—
|
|
1,236
|
|
—
|
|
108,942
|
|
(2,498
|
)
|
108,942
|
|
|||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||||||||
Programming and production
|
—
|
|
—
|
|
—
|
|
—
|
|
34,440
|
|
—
|
|
34,440
|
|
|||||||
Other operating and administrative
|
801
|
|
16
|
|
1,236
|
|
957
|
|
32,295
|
|
(2,498
|
)
|
32,807
|
|
|||||||
Advertising, marketing and promotion
|
—
|
|
—
|
|
—
|
|
—
|
|
7,617
|
|
—
|
|
7,617
|
|
|||||||
Depreciation
|
61
|
|
—
|
|
—
|
|
—
|
|
8,602
|
|
—
|
|
8,663
|
|
|||||||
Amortization
|
5
|
|
—
|
|
—
|
|
—
|
|
4,285
|
|
—
|
|
4,290
|
|
|||||||
Other operating gains
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Total costs and expenses
|
867
|
|
16
|
|
1,236
|
|
957
|
|
87,239
|
|
(2,498
|
)
|
87,817
|
|
|||||||
Operating income (loss)
|
395
|
|
(16
|
)
|
—
|
|
(957
|
)
|
21,703
|
|
—
|
|
21,125
|
|
|||||||
Interest expense
|
(3,511
|
)
|
(13
|
)
|
(190
|
)
|
(474
|
)
|
(379
|
)
|
—
|
|
(4,567
|
)
|
|||||||
Investment and other income (loss), net
|
15,581
|
|
15,366
|
|
13,787
|
|
7,260
|
|
5,755
|
|
(57,311
|
)
|
438
|
|
|||||||
Income (loss) before income taxes
|
12,465
|
|
15,337
|
|
13,597
|
|
5,829
|
|
27,079
|
|
(57,311
|
)
|
16,996
|
|
|||||||
Income tax (expense) benefit
|
592
|
|
(9
|
)
|
40
|
|
(45
|
)
|
(4,251
|
)
|
—
|
|
(3,673
|
)
|
|||||||
Net income (loss)
|
13,057
|
|
15,328
|
|
13,637
|
|
5,784
|
|
22,828
|
|
(57,311
|
)
|
13,323
|
|
|||||||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
266
|
|
—
|
|
266
|
|
|||||||
Net income (loss) attributable to Comcast Corporation
|
$
|
13,057
|
|
$
|
15,328
|
|
$
|
13,637
|
|
$
|
5,784
|
|
$
|
22,562
|
|
$
|
(57,311
|
)
|
$
|
13,057
|
|
Comprehensive income (loss) attributable to Comcast Corporation
|
$
|
14,472
|
|
$
|
15,321
|
|
$
|
13,641
|
|
$
|
5,744
|
|
$
|
24,210
|
|
$
|
(58,916
|
)
|
$
|
14,472
|
|
|
100
|
Comcast 2019 Annual Report on Form 10-K
|
For the Year Ended December 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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
94,507
|
|
$
|
—
|
|
$
|
94,507
|
|
Management fee revenue
|
1,197
|
|
—
|
|
1,175
|
|
—
|
|
—
|
|
(2,372
|
)
|
—
|
|
|||||||
Total revenue
|
1,197
|
|
—
|
|
1,175
|
|
—
|
|
94,507
|
|
(2,372
|
)
|
94,507
|
|
|||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||||||||
Programming and production
|
—
|
|
—
|
|
—
|
|
—
|
|
29,692
|
|
—
|
|
29,692
|
|
|||||||
Other operating and administrative
|
947
|
|
—
|
|
1,175
|
|
1,023
|
|
27,321
|
|
(2,372
|
)
|
28,094
|
|
|||||||
Advertising, marketing and promotion
|
—
|
|
—
|
|
—
|
|
—
|
|
7,036
|
|
—
|
|
7,036
|
|
|||||||
Depreciation
|
46
|
|
—
|
|
—
|
|
—
|
|
8,235
|
|
—
|
|
8,281
|
|
|||||||
Amortization
|
5
|
|
—
|
|
—
|
|
—
|
|
2,731
|
|
—
|
|
2,736
|
|
|||||||
Other operating gains
|
—
|
|
—
|
|
—
|
|
—
|
|
(341
|
)
|
—
|
|
(341
|
)
|
|||||||
Total costs and expenses
|
998
|
|
—
|
|
1,175
|
|
1,023
|
|
74,674
|
|
(2,372
|
)
|
75,498
|
|
|||||||
Operating income (loss)
|
199
|
|
—
|
|
—
|
|
(1,023
|
)
|
19,833
|
|
—
|
|
19,009
|
|
|||||||
Interest expense
|
(2,644
|
)
|
(12
|
)
|
(190
|
)
|
(430
|
)
|
(266
|
)
|
—
|
|
(3,542
|
)
|
|||||||
Investment and other income (loss), net
|
13,638
|
|
13,604
|
|
12,021
|
|
6,694
|
|
5,054
|
|
(51,236
|
)
|
(225
|
)
|
|||||||
Income (loss) before income taxes
|
11,193
|
|
13,592
|
|
11,831
|
|
5,241
|
|
24,621
|
|
(51,236
|
)
|
15,242
|
|
|||||||
Income tax (expense) benefit
|
538
|
|
8
|
|
40
|
|
(4
|
)
|
(3,962
|
)
|
—
|
|
(3,380
|
)
|
|||||||
Net income (loss)
|
11,731
|
|
13,600
|
|
11,871
|
|
5,237
|
|
20,659
|
|
(51,236
|
)
|
11,862
|
|
|||||||
Less: Net income loss attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
131
|
|
—
|
|
131
|
|
|||||||
Net income (loss) attributable to Comcast Corporation
|
$
|
11,731
|
|
$
|
13,600
|
|
$
|
11,871
|
|
$
|
5,237
|
|
$
|
20,528
|
|
$
|
(51,236
|
)
|
$
|
11,731
|
|
Comprehensive income (loss) attributable to Comcast Corporation
|
$
|
10,908
|
|
$
|
13,623
|
|
$
|
11,873
|
|
$
|
5,279
|
|
$
|
19,553
|
|
$
|
(50,328
|
)
|
$
|
10,908
|
|
Comcast 2019 Annual Report on Form 10-K
|
101
|
|
For the Year Ended December 31, 2017 (in millions)
|
Comcast Parent
|
|
Comcast
Holdings |
|
CCCL Parent
|
|
NBCUniversal Media Parent
|
|
Non-
Guarantor Subsidiaries |
|
Elimination
and Consolidation Adjustments |
|
Consolidated
Comcast Corporation |
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||||||||
Service revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
85,029
|
|
$
|
—
|
|
$
|
85,029
|
|
Management fee revenue
|
1,128
|
|
—
|
|
1,109
|
|
—
|
|
—
|
|
(2,237
|
)
|
—
|
|
|||||||
Total revenue
|
1,128
|
|
—
|
|
1,109
|
|
—
|
|
85,029
|
|
(2,237
|
)
|
85,029
|
|
|||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||||||||
Programming and production
|
—
|
|
—
|
|
—
|
|
—
|
|
25,355
|
|
—
|
|
25,355
|
|
|||||||
Other operating and administrative
|
766
|
|
—
|
|
1,109
|
|
1,044
|
|
24,767
|
|
(2,237
|
)
|
25,449
|
|
|||||||
Advertising, marketing and promotion
|
—
|
|
—
|
|
—
|
|
—
|
|
6,519
|
|
—
|
|
6,519
|
|
|||||||
Depreciation
|
31
|
|
—
|
|
—
|
|
—
|
|
7,883
|
|
—
|
|
7,914
|
|
|||||||
Amortization
|
6
|
|
—
|
|
—
|
|
—
|
|
2,210
|
|
—
|
|
2,216
|
|
|||||||
Other operating gains
|
—
|
|
—
|
|
—
|
|
—
|
|
(442
|
)
|
—
|
|
(442
|
)
|
|||||||
Total costs and expenses
|
803
|
|
—
|
|
1,109
|
|
1,044
|
|
66,292
|
|
(2,237
|
)
|
67,011
|
|
|||||||
Operating income (loss)
|
325
|
|
—
|
|
—
|
|
(1,044
|
)
|
18,737
|
|
—
|
|
18,018
|
|
|||||||
Interest expense
|
(2,172
|
)
|
(12
|
)
|
(207
|
)
|
(456
|
)
|
(239
|
)
|
—
|
|
(3,086
|
)
|
|||||||
Investment and other income (loss), net
|
24,076
|
|
21,767
|
|
19,610
|
|
6,584
|
|
5,545
|
|
(77,161
|
)
|
421
|
|
|||||||
Income (loss) before income taxes
|
22,229
|
|
21,755
|
|
19,403
|
|
5,084
|
|
24,043
|
|
(77,161
|
)
|
15,353
|
|
|||||||
Income tax (expense) benefit
|
506
|
|
156
|
|
71
|
|
(4
|
)
|
6,840
|
|
—
|
|
7,569
|
|
|||||||
Net income (loss)
|
22,735
|
|
21,911
|
|
19,474
|
|
5,080
|
|
30,883
|
|
(77,161
|
)
|
22,922
|
|
|||||||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
187
|
|
—
|
|
187
|
|
|||||||
Net income (loss) attributable to Comcast Corporation
|
$
|
22,735
|
|
$
|
21,911
|
|
$
|
19,474
|
|
$
|
5,080
|
|
$
|
30,696
|
|
$
|
(77,161
|
)
|
$
|
22,735
|
|
Comprehensive income (loss) attributable to Comcast Corporation
|
$
|
22,822
|
|
$
|
21,909
|
|
$
|
19,477
|
|
$
|
5,054
|
|
$
|
30,558
|
|
$
|
(76,998
|
)
|
$
|
22,822
|
|
|
102
|
Comcast 2019 Annual Report on Form 10-K
|
For the Year Ended December 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
|
$
|
(1,693
|
)
|
$
|
318
|
|
$
|
(119
|
)
|
$
|
(1,232
|
)
|
$
|
28,423
|
|
$
|
—
|
|
$
|
25,697
|
|
Investing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Net transactions with affiliates
|
10,218
|
|
(318
|
)
|
119
|
|
3,354
|
|
(13,373
|
)
|
—
|
|
—
|
|
|||||||
Capital expenditures
|
(42
|
)
|
—
|
|
—
|
|
—
|
|
(9,911
|
)
|
—
|
|
(9,953
|
)
|
|||||||
Cash paid for intangible assets
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
(2,471
|
)
|
—
|
|
(2,475
|
)
|
|||||||
Acquisitions and construction of real estate properties
|
(51
|
)
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(54
|
)
|
|||||||
Construction of Universal Beijing Resort
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,116
|
)
|
—
|
|
(1,116
|
)
|
|||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
(370
|
)
|
—
|
|
(370
|
)
|
|||||||
Proceeds from sales of businesses and investments
|
—
|
|
—
|
|
—
|
|
—
|
|
886
|
|
—
|
|
886
|
|
|||||||
Purchases of investments
|
(36
|
)
|
—
|
|
—
|
|
(72
|
)
|
(1,791
|
)
|
—
|
|
(1,899
|
)
|
|||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
140
|
|
—
|
|
140
|
|
|||||||
Net cash provided by (used in) investing activities
|
10,085
|
|
(318
|
)
|
119
|
|
3,282
|
|
(28,009
|
)
|
—
|
|
(14,841
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Proceeds from (repayments of) short-term borrowings, net
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,288
|
)
|
—
|
|
(1,288
|
)
|
|||||||
Proceeds from borrowings
|
4,741
|
|
—
|
|
—
|
|
—
|
|
738
|
|
—
|
|
5,479
|
|
|||||||
Proceeds from collateralized obligation
|
—
|
|
—
|
|
—
|
|
—
|
|
5,175
|
|
—
|
|
5,175
|
|
|||||||
Repurchases and repayments of debt
|
(8,821
|
)
|
—
|
|
—
|
|
(2,010
|
)
|
(3,523
|
)
|
—
|
|
(14,354
|
)
|
|||||||
Repurchases of common stock under repurchase program and employee plans
|
(504
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(504
|
)
|
|||||||
Dividends paid
|
(3,735
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,735
|
)
|
|||||||
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(311
|
)
|
—
|
|
(311
|
)
|
|||||||
Other
|
(78
|
)
|
—
|
|
—
|
|
(40
|
)
|
475
|
|
—
|
|
357
|
|
|||||||
Net cash provided by (used in) financing activities
|
(8,397
|
)
|
—
|
|
—
|
|
(2,050
|
)
|
1,266
|
|
—
|
|
(9,181
|
)
|
|||||||
Impact of foreign currency on cash, cash equivalents and restricted cash
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|||||||
Increase (decrease) in cash and cash equivalents and restricted cash
|
—
|
|
—
|
|
—
|
|
—
|
|
1,680
|
|
—
|
|
1,680
|
|
|||||||
Cash, cash equivalents and restricted cash, beginning of year
|
—
|
|
—
|
|
—
|
|
416
|
|
3,493
|
|
—
|
|
3,909
|
|
|||||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
416
|
|
$
|
5,173
|
|
$
|
—
|
|
$
|
5,589
|
|
Comcast 2019 Annual Report on Form 10-K
|
103
|
|
For the Year Ended December 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
|
$
|
(2,245
|
)
|
$
|
126
|
|
$
|
(112
|
)
|
$
|
(1,430
|
)
|
$
|
27,958
|
|
$
|
—
|
|
$
|
24,297
|
|
Investing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Net transactions with affiliates
|
(26,179
|
)
|
(575
|
)
|
112
|
|
1,336
|
|
25,306
|
|
—
|
|
—
|
|
|||||||
Capital expenditures
|
(27
|
)
|
—
|
|
—
|
|
—
|
|
(9,747
|
)
|
—
|
|
(9,774
|
)
|
|||||||
Cash paid for intangible assets
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
(1,931
|
)
|
—
|
|
(1,935
|
)
|
|||||||
Acquisitions and construction of real estate properties
|
(105
|
)
|
—
|
|
—
|
|
—
|
|
(38
|
)
|
—
|
|
(143
|
)
|
|||||||
Construction of Universal Beijing Resort
|
—
|
|
—
|
|
—
|
|
—
|
|
(460
|
)
|
—
|
|
(460
|
)
|
|||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
(38,219
|
)
|
—
|
|
(38,219
|
)
|
|||||||
Proceeds from sales of businesses and investments
|
—
|
|
—
|
|
—
|
|
68
|
|
73
|
|
—
|
|
141
|
|
|||||||
Purchases of investments
|
(126
|
)
|
—
|
|
—
|
|
(50
|
)
|
(1,081
|
)
|
—
|
|
(1,257
|
)
|
|||||||
Other
|
148
|
|
449
|
|
—
|
|
—
|
|
196
|
|
—
|
|
793
|
|
|||||||
Net cash provided by (used in) investing activities
|
(26,293
|
)
|
(126
|
)
|
112
|
|
1,354
|
|
(25,901
|
)
|
—
|
|
(50,854
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Proceeds from (repayments of) short-term borrowings, net
|
(902
|
)
|
—
|
|
—
|
|
—
|
|
1,281
|
|
—
|
|
379
|
|
|||||||
Proceeds from borrowings
|
44,113
|
|
—
|
|
—
|
|
—
|
|
668
|
|
—
|
|
44,781
|
|
|||||||
Repurchases and repayments of debt
|
(5,737
|
)
|
—
|
|
—
|
|
(4
|
)
|
(3,057
|
)
|
—
|
|
(8,798
|
)
|
|||||||
Repurchases of common stock under repurchase program and employee plans
|
(5,320
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,320
|
)
|
|||||||
Dividends paid
|
(3,352
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,352
|
)
|
|||||||
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(277
|
)
|
—
|
|
(277
|
)
|
|||||||
Other
|
(201
|
)
|
—
|
|
—
|
|
—
|
|
(72
|
)
|
—
|
|
(273
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
28,601
|
|
—
|
|
—
|
|
(4
|
)
|
(1,457
|
)
|
—
|
|
27,140
|
|
|||||||
Impact of foreign currency on cash, cash equivalents and restricted cash
|
(63
|
)
|
—
|
|
—
|
|
—
|
|
(182
|
)
|
—
|
|
(245
|
)
|
|||||||
Increase (decrease) in cash and cash equivalents and restricted cash
|
—
|
|
—
|
|
—
|
|
(80
|
)
|
418
|
|
—
|
|
338
|
|
|||||||
Cash, cash equivalents and restricted cash, beginning of year
|
—
|
|
—
|
|
—
|
|
496
|
|
3,075
|
|
—
|
|
3,571
|
|
|||||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
416
|
|
$
|
3,493
|
|
$
|
—
|
|
$
|
3,909
|
|
|
104
|
Comcast 2019 Annual Report on Form 10-K
|
For the Year Ended December 31, 2017 (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
|
$
|
151
|
|
$
|
15
|
|
$
|
(147
|
)
|
$
|
(1,439
|
)
|
$
|
22,681
|
|
$
|
—
|
|
$
|
21,261
|
|
Investing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Net transactions with affiliates
|
5,578
|
|
(5
|
)
|
757
|
|
1,447
|
|
(7,777
|
)
|
—
|
|
—
|
|
|||||||
Capital expenditures
|
(12
|
)
|
—
|
|
—
|
|
—
|
|
(9,538
|
)
|
—
|
|
(9,550
|
)
|
|||||||
Cash paid for intangible assets
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
(1,601
|
)
|
—
|
|
(1,605
|
)
|
|||||||
Acquisitions and construction of real estate properties
|
(267
|
)
|
—
|
|
—
|
|
—
|
|
(151
|
)
|
—
|
|
(418
|
)
|
|||||||
Construction of Universal Beijing Resort
|
—
|
|
—
|
|
—
|
|
—
|
|
(71
|
)
|
—
|
|
(71
|
)
|
|||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
(532
|
)
|
—
|
|
(532
|
)
|
|||||||
Proceeds from sales of businesses and investments
|
—
|
|
—
|
|
—
|
|
14
|
|
136
|
|
—
|
|
150
|
|
|||||||
Purchases of investments
|
(70
|
)
|
(10
|
)
|
(60
|
)
|
(62
|
)
|
(2,090
|
)
|
—
|
|
(2,292
|
)
|
|||||||
Other
|
101
|
|
—
|
|
—
|
|
58
|
|
626
|
|
—
|
|
785
|
|
|||||||
Net cash provided by (used in) investing activities
|
5,326
|
|
(15
|
)
|
697
|
|
1,457
|
|
(20,998
|
)
|
—
|
|
(13,533
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
||||||||||||||
Proceeds from (repayments of) short-term borrowings, net
|
(837
|
)
|
—
|
|
—
|
|
—
|
|
(1,068
|
)
|
—
|
|
(1,905
|
)
|
|||||||
Proceeds from borrowings
|
5,997
|
|
—
|
|
—
|
|
—
|
|
5,469
|
|
—
|
|
11,466
|
|
|||||||
Repurchases and repayments of debt
|
(2,288
|
)
|
—
|
|
(550
|
)
|
(4
|
)
|
(3,522
|
)
|
—
|
|
(6,364
|
)
|
|||||||
Repurchases of common stock under repurchase program and employee plans
|
(5,435
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,435
|
)
|
|||||||
Dividends paid
|
(2,883
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,883
|
)
|
|||||||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,299
|
)
|
—
|
|
(2,299
|
)
|
|||||||
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(252
|
)
|
—
|
|
(252
|
)
|
|||||||
Other
|
(31
|
)
|
—
|
|
—
|
|
—
|
|
131
|
|
—
|
|
100
|
|
|||||||
Net cash provided by (used in) financing activities
|
(5,477
|
)
|
—
|
|
(550
|
)
|
(4
|
)
|
(1,541
|
)
|
—
|
|
(7,572
|
)
|
|||||||
Increase (decrease) in cash and cash equivalents and restricted cash
|
—
|
|
—
|
|
—
|
|
14
|
|
142
|
|
—
|
|
156
|
|
|||||||
Cash, cash equivalents and restricted cash, beginning of year
|
—
|
|
—
|
|
—
|
|
482
|
|
2,933
|
|
—
|
|
3,415
|
|
|||||||
Cash, cash equivalents and restricted cash, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
496
|
|
$
|
3,075
|
|
$
|
—
|
|
$
|
3,571
|
|
Comcast 2019 Annual Report on Form 10-K
|
105
|
|
December 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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
416
|
|
$
|
5,084
|
|
$
|
—
|
|
$
|
5,500
|
|
Receivables, net
|
—
|
|
—
|
|
—
|
|
—
|
|
11,292
|
|
—
|
|
11,292
|
|
|||||||
Programming rights
|
—
|
|
—
|
|
—
|
|
—
|
|
3,877
|
|
—
|
|
3,877
|
|
|||||||
Other current assets
|
115
|
|
19
|
|
—
|
|
24
|
|
4,565
|
|
—
|
|
4,723
|
|
|||||||
Total current assets
|
115
|
|
19
|
|
—
|
|
440
|
|
24,818
|
|
—
|
|
25,392
|
|
|||||||
Film and television costs
|
—
|
|
—
|
|
—
|
|
—
|
|
8,933
|
|
—
|
|
8,933
|
|
|||||||
Investments
|
270
|
|
12
|
|
156
|
|
1,085
|
|
5,466
|
|
—
|
|
6,989
|
|
|||||||
Investment securing collateralized obligation
|
—
|
|
—
|
|
—
|
|
—
|
|
694
|
|
—
|
|
694
|
|
|||||||
Investments in and amounts due from subsidiaries eliminated upon consolidation
|
164,754
|
|
152,179
|
|
135,536
|
|
55,472
|
|
92,925
|
|
(600,866
|
)
|
—
|
|
|||||||
Property and equipment, net
|
660
|
|
—
|
|
—
|
|
—
|
|
47,662
|
|
—
|
|
48,322
|
|
|||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
—
|
|
68,725
|
|
—
|
|
68,725
|
|
|||||||
Franchise rights
|
—
|
|
—
|
|
—
|
|
—
|
|
59,365
|
|
—
|
|
59,365
|
|
|||||||
Other intangible assets, net
|
9
|
|
—
|
|
—
|
|
—
|
|
36,119
|
|
—
|
|
36,128
|
|
|||||||
Other noncurrent assets, net
|
1,058
|
|
327
|
|
—
|
|
97
|
|
7,919
|
|
(535
|
)
|
8,866
|
|
|||||||
Total assets
|
$
|
166,866
|
|
$
|
152,537
|
|
$
|
135,692
|
|
$
|
57,094
|
|
$
|
352,626
|
|
$
|
(601,401
|
)
|
$
|
263,414
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable and accrued expenses related to trade creditors
|
$
|
58
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,768
|
|
$
|
—
|
|
$
|
10,826
|
|
Accrued participations and residuals
|
—
|
|
—
|
|
—
|
|
—
|
|
1,730
|
|
—
|
|
1,730
|
|
|||||||
Deferred revenue
|
—
|
|
—
|
|
—
|
|
—
|
|
2,768
|
|
—
|
|
2,768
|
|
|||||||
Accrued expenses and other current liabilities
|
2,333
|
|
245
|
|
388
|
|
380
|
|
7,170
|
|
—
|
|
10,516
|
|
|||||||
Current portion of long-term debt
|
2,731
|
|
—
|
|
—
|
|
7
|
|
1,714
|
|
—
|
|
4,452
|
|
|||||||
Total current liabilities
|
5,122
|
|
245
|
|
388
|
|
387
|
|
24,150
|
|
—
|
|
30,292
|
|
|||||||
Long-term debt, less current portion
|
75,786
|
|
154
|
|
2,100
|
|
5,752
|
|
13,973
|
|
—
|
|
97,765
|
|
|||||||
Collateralized obligation
|
—
|
|
—
|
|
—
|
|
—
|
|
5,166
|
|
—
|
|
5,166
|
|
|||||||
Deferred income taxes
|
—
|
|
350
|
|
—
|
|
67
|
|
28,298
|
|
(535
|
)
|
28,180
|
|
|||||||
Other noncurrent liabilities
|
3,232
|
|
145
|
|
—
|
|
1,634
|
|
11,754
|
|
—
|
|
16,765
|
|
|||||||
Redeemable noncontrolling interests and redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
1,372
|
|
—
|
|
1,372
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|
||||||||||||||
Common stock
|
54
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
54
|
|
|||||||
Other shareholders’ equity
|
82,672
|
|
151,643
|
|
133,204
|
|
49,254
|
|
266,765
|
|
(600,866
|
)
|
82,672
|
|
|||||||
Total Comcast Corporation shareholders’ equity
|
82,726
|
|
151,643
|
|
133,204
|
|
49,254
|
|
266,765
|
|
(600,866
|
)
|
82,726
|
|
|||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
1,148
|
|
—
|
|
1,148
|
|
|||||||
Total equity
|
82,726
|
|
151,643
|
|
133,204
|
|
49,254
|
|
267,913
|
|
(600,866
|
)
|
83,874
|
|
|||||||
Total liabilities and equity
|
$
|
166,866
|
|
$
|
152,537
|
|
$
|
135,692
|
|
$
|
57,094
|
|
$
|
352,626
|
|
$
|
(601,401
|
)
|
$
|
263,414
|
|
|
106
|
Comcast 2019 Annual Report on Form 10-K
|
December 31, 2018 (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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
416
|
|
$
|
3,398
|
|
$
|
—
|
|
$
|
3,814
|
|
Receivables, net
|
—
|
|
—
|
|
—
|
|
—
|
|
11,104
|
|
—
|
|
11,104
|
|
|||||||
Programming rights
|
—
|
|
—
|
|
—
|
|
—
|
|
3,746
|
|
—
|
|
3,746
|
|
|||||||
Other current assets
|
66
|
|
20
|
|
—
|
|
28
|
|
3,070
|
|
—
|
|
3,184
|
|
|||||||
Total current assets
|
66
|
|
20
|
|
—
|
|
444
|
|
21,318
|
|
—
|
|
21,848
|
|
|||||||
Film and television costs
|
—
|
|
—
|
|
—
|
|
—
|
|
7,837
|
|
—
|
|
7,837
|
|
|||||||
Investments
|
270
|
|
11
|
|
143
|
|
790
|
|
6,669
|
|
—
|
|
7,883
|
|
|||||||
Investments in and amounts due from subsidiaries eliminated upon consolidation
|
157,264
|
|
147,028
|
|
130,214
|
|
53,853
|
|
97,872
|
|
(586,231
|
)
|
—
|
|
|||||||
Property and equipment, net
|
670
|
|
—
|
|
—
|
|
—
|
|
43,767
|
|
—
|
|
44,437
|
|
|||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
—
|
|
66,154
|
|
—
|
|
66,154
|
|
|||||||
Franchise Rights
|
—
|
|
—
|
|
—
|
|
—
|
|
59,365
|
|
—
|
|
59,365
|
|
|||||||
Other intangible assets, net
|
11
|
|
—
|
|
—
|
|
—
|
|
38,347
|
|
—
|
|
38,358
|
|
|||||||
Other noncurrent assets, net
|
1,057
|
|
208
|
|
—
|
|
85
|
|
4,910
|
|
(458
|
)
|
5,802
|
|
|||||||
Total assets
|
$
|
159,338
|
|
$
|
147,267
|
|
$
|
130,357
|
|
$
|
55,172
|
|
$
|
346,239
|
|
$
|
(586,689
|
)
|
$
|
251,684
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable and accrued expenses related to trade creditors
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,492
|
|
$
|
—
|
|
$
|
8,494
|
|
Accrued participations and residuals
|
—
|
|
—
|
|
—
|
|
—
|
|
1,808
|
|
—
|
|
1,808
|
|
|||||||
Deferred revenue
|
—
|
|
—
|
|
—
|
|
—
|
|
2,182
|
|
—
|
|
2,182
|
|
|||||||
Accrued expenses and other current liabilities
|
2,357
|
|
150
|
|
360
|
|
282
|
|
7,572
|
|
—
|
|
10,721
|
|
|||||||
Current portion of long-term debt
|
699
|
|
—
|
|
—
|
|
4
|
|
3,695
|
|
—
|
|
4,398
|
|
|||||||
Total current liabilities
|
3,058
|
|
150
|
|
360
|
|
286
|
|
23,749
|
|
—
|
|
27,603
|
|
|||||||
Long-term debt, less current portion
|
81,661
|
|
146
|
|
2,100
|
|
7,748
|
|
15,690
|
|
—
|
|
107,345
|
|
|||||||
Deferred income taxes
|
—
|
|
314
|
|
—
|
|
65
|
|
27,734
|
|
(524
|
)
|
27,589
|
|
|||||||
Other noncurrent liabilities
|
3,006
|
|
—
|
|
—
|
|
1,201
|
|
11,056
|
|
66
|
|
15,329
|
|
|||||||
Redeemable noncontrolling interests and redeemable subsidiary preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
1,316
|
|
—
|
|
1,316
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|
||||||||||||||
Common stock
|
54
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
54
|
|
|||||||
Other shareholders’ equity
|
71,559
|
|
146,657
|
|
127,897
|
|
45,872
|
|
265,805
|
|
(586,231
|
)
|
71,559
|
|
|||||||
Total Comcast Corporation shareholders’ equity
|
71,613
|
|
146,657
|
|
127,897
|
|
45,872
|
|
265,805
|
|
(586,231
|
)
|
71,613
|
|
|||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
889
|
|
—
|
|
889
|
|
|||||||
Total equity
|
71,613
|
|
146,657
|
|
127,897
|
|
45,872
|
|
266,694
|
|
(586,231
|
)
|
72,502
|
|
|||||||
Total liabilities and equity
|
$
|
159,338
|
|
$
|
147,267
|
|
$
|
130,357
|
|
$
|
55,172
|
|
$
|
346,239
|
|
$
|
(586,689
|
)
|
$
|
251,684
|
|
Comcast 2019 Annual Report on Form 10-K
|
107
|
|
Comcast Corporation
|
NBCUniversal Media, LLC
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets
|
•
|
provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
|
|
108
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
Prior to our August 2016 acquisition of DreamWorks Animation, a non-U.S. subsidiary of DreamWorks Animation entered into a licensing agreement in January 2016 that licensed a prior season of a children’s animated television series for a three-year, non-cancelable term and for a one-time fee of $5,200 to a broadcasting company that is owned and controlled by the Government of Iran. The broadcasting company paid the license fee in the first quarter of 2016. We believe that DreamWorks Animation conducted its licensing activity in compliance with applicable laws and that the license is for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.
|
•
|
Prior to our fourth quarter 2018 acquisition of Sky, a non-U.S. subsidiary of Sky entered into two licensing agreements that licensed some of Sky’s owned programming content to a broadcasting company that is owned and controlled by the Government of Iran. The first agreement was entered into in June 2012, and was amended in July 2016, to license 150 hours of programming content for various three-year license terms for a one-time fee of €86,250. The last remaining programming license under this agreement expires in January 2019. The second agreement was entered into in June 2015 to license 80 hours of programming content for various three-year license terms for a one-time fee of €45,700. To date, no programming content has been provided, and the license fee has not been paid, pursuant to the agreement. We believe that Sky conducted its licensing activity in compliance with applicable laws and that the licenses are for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.
|
Comcast 2019 Annual Report on Form 10-K
|
109
|
|
Comcast
|
Name
|
Age
|
Officer Since
|
Position with Comcast
|
Brian L. Roberts
|
60
|
1986
|
Chairman and Chief Executive Officer; President
|
Michael J. Cavanagh
|
54
|
2015
|
Senior Executive Vice President; Chief Financial Officer
|
Stephen B. Burke
|
61
|
1998
|
Senior Executive Vice President; Chairman, NBCUniversal
|
David L. Cohen
|
64
|
2002
|
Senior Executive Vice President
|
David N. Watson
|
60
|
2017
|
Senior Executive Vice President; President and Chief Executive Officer, Comcast Cable
|
Thomas J. Reid
|
55
|
2019
|
Senior Executive Vice President; General Counsel; Secretary
|
Daniel C. Murdock
|
46
|
2017
|
Senior Vice President; Chief Accounting Officer and Controller
|
|
110
|
Comcast 2019 Annual Report on Form 10-K
|
NBCUniversal
|
Name
|
Title
|
Brian L. Roberts
|
Principal Executive Officer
|
Michael J. Cavanagh
|
Principal Financial Officer; Director of NBCUniversal Holdings
|
Stephen B. Burke
|
Chairman
|
David L. Cohen
|
Senior Executive Vice President; Director of NBCUniversal Holdings
|
Thomas J. Reid
|
Senior Executive Vice President; Director of NBCUniversal Holdings
|
Daniel C. Murdock
|
Senior Vice President; Principal Accounting Officer
|
Comcast 2019 Annual Report on Form 10-K
|
111
|
|
NBCUniversal
|
(in millions)
|
2019
|
|
2018
|
|
||
Audit fees
|
|
$11.9
|
|
|
$12.8
|
|
Audit-related fees
|
0.7
|
|
0.7
|
|
||
Tax fees
|
0.2
|
|
0.2
|
|
||
All other fees
|
—
|
|
0.1
|
|
||
Total
|
|
$12.8
|
|
|
$13.8
|
|
|
112
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast
|
|
Amended and Restated Articles of Incorporation of Comcast Corporation (incorporated by reference to Exhibit 3.1 to Comcast’s Current Report on Form 8-K filed on December 15, 2015).
|
|
|
|
|
|
Amended and Restated By-Laws of Comcast Corporation (incorporated by reference to Exhibit 3.2 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
|
|
|
|
|
Indenture, dated January 7, 2003, between Comcast Corporation, the subsidiary guarantor party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
|
|
First Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003 (incorporated by reference to Exhibit 4.5 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
|
|
Second Supplemental Indenture, dated August 31, 2009, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon, as Trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003 (incorporated by reference to Exhibit 4.1 to Comcast’s Current Report on Form 8-K filed on September 2, 2009).
|
|
|
|
|
|
Third Supplemental Indenture, dated March 27, 2013, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003 and a second Supplemental Indenture dated August 31, 2009 (incorporated by reference to Exhibit 4.4 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Fourth Supplemental Indenture, dated October 1, 2015, to the Indenture dated January 7, 2003 between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, as supplemented by a First Supplemental Indenture dated March 25, 2003, a second Supplemental Indenture dated August 31, 2009 and a Third Supplemental Indenture dated March 27, 2013 (incorporated by reference to Exhibit 4.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
|
|
Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Comcast’s Registration Statement on Form S-3 filed September 18, 2013).
|
|
|
|
|
|
First Supplemental Indenture dated as of November 17, 2015, to the Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Post Effective Amendment No. 2 to Comcast’s Registration Statement on Form S-3 filed November 23, 2015).
|
|
|
|
|
|
Indenture, dated as of April 30, 2010, between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-4 of NBCUniversal Media, LLC (Commission File No. 333-174175) filed on May 13, 2011).
|
|
|
|
|
Comcast 2019 Annual Report on Form 10-K
|
113
|
|
|
First Supplemental Indenture, dated March 27, 2013, to the Indenture between NBCUniversal Media, LLC (f/k/a NBC Universal, Inc.) and The Bank of New York Mellon, as trustee, dated April 30, 2010 (incorporated by reference to Exhibit 4.3 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Second Supplemental Indenture, dated October 1, 2015, to the Indenture dated April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated March 27, 2013 (incorporated by reference to Exhibit 4.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
|
|
Indenture, dated March 19, 2013, among NBCUniversal Enterprise, Inc. (f/k/a Navy Holdings, Inc.), Comcast Corporation, the Cable Guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Trust Deed dated September 5, 2014 among BSKYB Finance UK plc, British Sky Broadcasting Group plc, the initial guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated by reference to Exhibit 4.13 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Supplemental Trust Deed dated March 18, 2015 among Sky Group Finance plc (f/k/a BSKYB Finance UK plc), Sky plc (f/k/a British Sky Broadcasting Group plc), the initial guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated by reference to Exhibit 4.14 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Description of Comcast Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act.
|
|
|
|
|
|
|
Certain instruments defining the rights of holders of long-term obligation of the registrant and certain of its subsidiaries (the total amount of securities authorized under each of which does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis), are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. We agree to furnish copies of any such instruments to the SEC upon request.
|
|
|
|
|
Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on May 31, 2016).
|
|
|
|
|
|
Amendment No. 1 dated April 27, 2018, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on April 30, 2018).
|
|
|
|
|
|
Amendment No. 2 dated June 18, 2019, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on June 20, 2019).
|
|
|
|
|
|
Second Amended and Restated Certificate of Incorporation of NBCUniversal Enterprise, Inc. (f/k/a/ Navy Holdings, Inc.), dated March 19, 2013 (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Certificate of Designations for Series A Cumulative Preferred Stock of NBCUniversal Enterprise, Inc. (f/k/a/ Navy Holdings, Inc.), dated March 19, 2013 (incorporated by reference to Exhibit 10.4 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Amendment to Certificate of Designations for Series A Cumulative Preferred Stock of NBCUniversal Enterprise, Inc. dated March 19, 2013 (incorporated by reference to Exhibit 10.5 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Term Loan Credit Agreement among Comcast, the financial institutions party thereto, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC, as joint lead arrangers and joint bookrunners, dated April 25, 2018 (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on April 25, 2018).
|
|
|
|
|
|
Amendment No. 1 dated September 23, 2018, to Term Loan Credit Agreement dated as of April 25, 2018 (incorporated by reference to Exhibit 10.3 to Comcast’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
Comcast Revolving Credit Agreement Increased Revolving Commitment Activation Notice, dated September 21, 2018 (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
114
|
Comcast 2019 Annual Report on Form 10-K
|
|
Comcast Revolving Credit Agreement New Lender Supplement, dated September 21, 2018 (incorporated by reference to Exhibit 10.2 to Comcast’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
Comcast Corporation 2003 Stock Option Plan, as amended and restated December 18, 2018 (incorporated by reference to Exhibit 10.13 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Comcast Corporation 2002 Deferred Compensation Plan, as amended and restated effective February 10, 2009 (incorporated by reference to Exhibit 10.5 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2009).
|
|
|
|
|
|
Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated effective December 10, 2019.
|
|
|
|
|
|
Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective December 10, 2019.
|
|
|
|
|
|
Comcast Corporation 2006 Cash Bonus Plan, as amended and restated effective February 18, 2015 (incorporated by reference to Exhibit 10.11 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2015).
|
|
|
|
|
|
Comcast Corporation 2002 Non-Employee Director Compensation Plan, as amended and restated effective December 11, 2019.
|
|
|
|
|
|
Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference to Appendix C to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016).
|
|
|
|
|
|
Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference to Appendix D to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016).
|
|
|
|
|
|
Employment Agreement with Brian L. Roberts, dated as of July 26, 2017 (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).
|
|
|
|
|
|
Amendment No. 1 to Employment Agreement with Brian L. Roberts, dated as of December 16, 2019.
|
|
|
|
|
|
Employment Agreement between Comcast Corporation and Stephen B. Burke, dated as of December 16, 2009 (incorporated by reference to Exhibit 99.1 to Comcast’s Current Report on Form 8-K filed on December 22, 2009).
|
|
|
|
|
|
Amendment No. 2 to Employment Agreement with Stephen B. Burke, dated as of August 16, 2013 (incorporated by reference to Exhibit 99.1 to Comcast’s Current Report on Form 8-K filed on August 16, 2013).
|
|
|
|
|
|
Amendment No. 3 to Employment Agreement with Stephen B. Burke dated as of July 25, 2016 (incorporated by reference to Exhibit 99.1 to Comcast’s Current Report on Form 8-K filed on July 28, 2016).
|
|
|
|
|
|
Amendment No. 4 to Employment Agreement with Stephen B. Burke, dated as of December 16, 2019.
|
|
|
|
|
|
Employment Agreement between Comcast Corporation and David L. Cohen, dated as of October 23, 2015 (incorporated by reference to Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
|
|
Amendment No. 1 to Employment Agreement with David L. Cohen, dated as of December 16, 2019.
|
|
|
|
|
|
Form of Amendment, dated as of December 14, 2012, to the Employment Agreement with Stephen B. Burke (incorporated by reference to Exhibit 10.41 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
|
|
Employment Agreement dated as of December 21, 2018 between Comcast Corporation and Michael J. Cavanagh (incorporated by reference to Exhibit 99.1 to Comcast’s Current Report on Form 8-K filed on December 21, 2018).
|
|
|
|
|
|
Amendment No. 1 to Employment Agreement with Michael J. Cavanagh, dated as of December 16, 2019.
|
|
|
|
|
|
Employment Agreement dated as of April 2, 2018 between Comcast Corporation and David N. Watson (incorporated by reference to Exhibit 10.4 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).
|
|
|
|
|
|
Amendment No. 1 to Employment Agreement with David N. Watson, dated as of December 16, 2019.
|
|
|
|
|
|
Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.40 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
|
|
Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
|
|
|
|
|
|
Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.42 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2016).
|
|
|
|
|
Comcast 2019 Annual Report on Form 10-K
|
115
|
|
|
Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).
|
|
|
|
|
|
Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.6 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
|
|
Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
|
|
|
|
|
|
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
|
|
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
|
|
|
|
|
|
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.5 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).
|
|
|
|
|
|
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).
|
|
|
|
|
|
Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).
|
|
|
|
|
|
Form of Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).
|
|
|
|
|
|
Form of Airplane Time Sharing Agreement (incorporated by reference to Exhibit 10.60 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2014).
|
|
|
|
|
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
|
|
|
|
|
|
Second Amended and Restated Shareholders Agreement, dated as of January 10, 2019, among Atairos Group, Inc., Comcast AG Holdings, LLC, Comcast Spectacor Ventures, LLC, Atairos Partners, L.P., Atairos Management, L.P. and Comcast Corporation (incorporated by reference to Exhibit 10.64 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Consultant Agreement, dated as of January 20, 1987, between Steven Spielberg and Universal City Florida Partners (incorporated by reference to Exhibit 10.49 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Amendment dated February 5, 2001 to the Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City Florida Partners (incorporated by reference to Exhibit 10.50 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Amendment to the Consultant Agreement, dated as of October 18, 2009, between Steven Spielberg, Diamond Lane Productions, Inc. and Universal City Development Partners, Ltd. (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Letter Agreement dated July 15, 2003, among Diamond Lane Productions, Vivendi Universal Entertainment LLLP and Universal City Development Partners, Ltd. (incorporated by reference to Exhibit 10.51 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
List of subsidiaries.
|
|
|
|
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
116
|
Comcast 2019 Annual Report on Form 10-K
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
|
The following financial statements from Comcast Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on January 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Statement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash Flows; (4) the Consolidated Balance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial Statements.
|
*
|
|
Constitutes a management contract or compensatory plan or arrangement.
|
Comcast 2019 Annual Report on Form 10-K
|
117
|
|
NBCUniversal
|
|
Certificate of Formation of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.1 to NBCUniversal’s Registration Statement on Form S-4 filed on May 13, 2011).
|
|
|
|
|
|
Certificate of Amendment to Certificate of Formation of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.2 to NBCUniversal’s Registration Statement on Form S-4 filed on August 25, 2011).
|
|
|
|
|
|
Limited Liability Company Agreement of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to NBCUniversal’s Registration Statement on Form S-4 filed on July 12, 2011).
|
|
|
|
|
|
First Amendment to Limited Liability Company Agreement of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.4 to NBCUniversal’s Annual Report on Form 10-K for the year ended December 31, 2018).
|
|
|
|
|
|
Second Amendment to Limited Liability Company Agreement of NBCUniversal Media, LLC
|
|
|
|
|
|
Indenture, dated as of April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4 to NBCUniversal’s Registration Statement on Form S-4 filed on May 13, 2011).
|
|
|
|
|
|
First Supplemental Indenture, dated March 27, 2013, to the Indenture between NBCUniversal Media, LLC (f/k/a NBC Universal, Inc.) and The Bank of New York Mellon, as trustee, dated April 30, 2010 (incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended March 31, 2013).
|
|
|
|
|
|
Second Supplemental Indenture, dated October 1, 2015, to the Indenture dated April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated March 27, 2013 (incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended September 30, 2015).
|
|
|
|
|
|
Indenture, dated January 7, 2003, between Comcast Corporation, the subsidiary guarantor party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2008).
|
|
|
|
|
|
First Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2008).
|
|
|
|
|
|
Second Supplemental Indenture, dated August 31, 2009, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon, as Trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Comcast Corporation filed on September 2, 2009).
|
|
|
|
|
|
Third Supplemental Indenture, dated March 27, 2013, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003 and a Second Supplemental Indenture dated August 31, 2009 (incorporated by reference to Exhibit 4.4 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended March 31, 2013).
|
|
|
|
|
|
Fourth Supplemental Indenture, dated October 1, 2015, to the Indenture dated January 7, 2003 between Comcast Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, as supplemented by a First Supplemental Indenture dated March 25, 2003, a second Supplemental Indenture dated August 31, 2009 and a Third Supplemental Indenture dated March 27, 2013 (incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended September 30, 2015).
|
|
|
|
|
|
Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Comcast’s Registration Statement on Form S-3 filed September 18, 2013).
|
|
|
|
|
|
118
|
Comcast 2019 Annual Report on Form 10-K
|
|
First Supplemental Indenture dated as of November 17, 2015, to the Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Post Effective Amendment No. 2 to Comcast’s Registration Statement on Form S-3 filed November 23, 2015).
|
|
|
|
|
|
Second Amended and Restated Limited Liability Company Agreement of NBCUniversal, LLC, dated March 19, 2013 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended March 31, 2013).
|
|
|
|
|
|
Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on May 31, 2016).
|
|
|
|
|
|
Amendment No. 1 dated April 27, 2018, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on April 30, 2018).
|
|
|
|
|
|
Amendment No. 2 dated June 18, 2019, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on June 20, 2019).
|
|
|
|
|
|
Consultant Agreement, dated as of January 20, 1987, between Steven Spielberg and Universal City Florida Partners (incorporated by reference to Exhibit 10.49 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Amendment dated February 5, 2001 to the Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City Florida Partners (incorporated by reference to Exhibit 10.50 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Amendment to the Consultant Agreement, dated as of October 18, 2009, between Steven Spielberg, Diamond Lane Productions, Inc. and Universal City Development Partners, Ltd. (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Letter Agreement dated July 15, 2003, among Diamond Lane Productions, Vivendi Universal Entertainment LLLP and Universal City Development Partners, Ltd. (incorporated by reference to Exhibit 10.51 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)).
|
|
|
|
|
|
Loan Agreement dated as of May 1, 2017, among USJ Co., Ltd., the financial institutions party thereto (the “lenders”) and Sumitomo Mitsui Banking Corporation, as agent (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on May 3, 2017).
|
|
|
|
|
|
Term Loan Credit Agreement among Comcast, the financial institutions party thereto, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC, as joint lead arrangers and joint bookrunners, dated April 25, 2018 (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on April 25, 2018).
|
|
|
|
|
|
Amendment No. 1 dated September 23, 2018, to Term Loan Credit Agreement, dated April 25, 2018 (incorporated by reference to Exhibit 10.3 to NBCUniversal’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
Comcast Revolving Credit Agreement Increased Revolving Commitment Activation Notice, dated September 21, 2018 (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
Comcast Revolving Credit Agreement New Lender Supplement, dated September 21, 2018 (incorporated by reference to Exhibit 10.2 to NBCUniversal’s Current Report on Form 8-K filed on September 24, 2018).
|
|
|
|
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Comcast 2019 Annual Report on Form 10-K
|
119
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
The following financial statements from NBCUniversal Media, LLC’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on January 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Statement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash Flows; (4) the Consolidated Balance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial Statements.
|
|
120
|
Comcast 2019 Annual Report on Form 10-K
|
|
By:
|
|
/s/ BRIAN L. ROBERTS
|
|
|
|
Brian L. Roberts
|
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ BRIAN L. ROBERTS
|
|
Chairman and Chief Executive Officer; Director
(Principal Executive Officer)
|
|
January 30, 2020
|
Brian L. Roberts
|
|
|
||
|
|
|
||
/s/ MICHAEL J. CAVANAGH
|
|
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
January 30, 2020
|
Michael J. Cavanagh
|
|
|
||
|
|
|
||
/s/ DANIEL C. MURDOCK
|
|
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
January 30, 2020
|
Daniel C. Murdock
|
|
|
||
|
|
|
|
|
/s/ KENNETH J. BACON
|
|
Director
|
|
January 30, 2020
|
Kenneth J. Bacon
|
|
|
||
|
|
|
|
|
/s/ MADELINE S. BELL
|
|
Director
|
|
January 30, 2020
|
Madeline S. Bell
|
|
|
||
|
|
|
||
/s/ SHELDON M. BONOVITZ
|
|
Director
|
|
January 30, 2020
|
Sheldon M. Bonovitz
|
|
|
||
|
|
|
||
/s/ EDWARD D. BREEN
|
|
Director
|
|
January 30, 2020
|
Edward D. Breen
|
|
|
||
|
|
|
||
/s/ GERALD L. HASSELL
|
|
Director
|
|
January 30, 2020
|
Gerald L. Hassell
|
|
|
||
|
|
|
||
/s/ JEFFREY A. HONICKMAN
|
|
Director
|
|
January 30, 2020
|
Jeffrey A. Honickman
|
|
|
||
|
|
|
||
/s/ MARITZA G. MONTIEL
|
|
Director
|
|
January 30, 2020
|
Maritza G. Montiel
|
|
|
||
|
|
|
|
|
/s/ ASUKA NAKAHARA
|
|
Director
|
|
January 30, 2020
|
Asuka Nakahara
|
|
|
||
|
|
|
|
|
/s/ DAVID C. NOVAK
|
|
Director
|
|
January 30, 2020
|
David C. Novak
|
|
|
||
|
|
|
Comcast 2019 Annual Report on Form 10-K
|
121
|
|
|
|
|
NBCUNIVERSAL MEDIA, LLC
|
||
|
|
|
By: NBCUNIVERSAL, LLC, its sole member
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ STEPHEN B. BURKE
|
|
|
|
|
|
Stephen B. Burke
|
|
|
|
|
|
Chairman
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ BRIAN L. ROBERTS
|
|
Principal Executive Officer
of NBCUniversal Media, LLC
|
|
January 30, 2020
|
Brian L. Roberts
|
|
|
||
|
|
|
||
/s/ MICHAEL J. CAVANAGH
|
|
Principal Financial Officer
of NBCUniversal Media, LLC;
Director of NBCUniversal, LLC
|
|
January 30, 2020
|
Michael J. Cavanagh
|
|
|
||
|
|
|
||
/s/ THOMAS J. REID
|
|
Director of NBCUniversal, LLC
|
|
January 30, 2020
|
Thomas J. Reid
|
|
|
||
|
|
|
||
/s/ DAVID L. COHEN
|
|
Director of NBCUniversal, LLC
|
|
January 30, 2020
|
David L. Cohen
|
|
|
||
|
|
|
||
/s/ DANIEL C. MURDOCK
|
|
Principal Accounting Officer
of NBCUniversal Media, LLC
|
|
January 30, 2020
|
Daniel C. Murdock
|
|
|
|
122
|
Comcast 2019 Annual Report on Form 10-K
|
Index
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comcast 2019 Annual Report on Form 10-K
|
123
|
|
|
124
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Revenue
|
$
|
34,021
|
|
|
$
|
35,895
|
|
|
$
|
32,950
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Programming and production
|
14,462
|
|
|
16,330
|
|
|
14,276
|
|
|||
Other operating and administrative
|
8,123
|
|
|
7,980
|
|
|
7,687
|
|
|||
Advertising, marketing and promotion
|
2,681
|
|
|
2,952
|
|
|
2,806
|
|
|||
Depreciation
|
1,023
|
|
|
1,001
|
|
|
994
|
|
|||
Amortization
|
1,106
|
|
|
1,107
|
|
|
1,047
|
|
|||
Other operating gains
|
—
|
|
|
(141
|
)
|
|
(337
|
)
|
|||
Total costs and expenses
|
27,395
|
|
|
29,229
|
|
|
26,473
|
|
|||
Operating income
|
6,626
|
|
|
6,666
|
|
|
6,477
|
|
|||
Interest expense
|
(738
|
)
|
|
(489
|
)
|
|
(727
|
)
|
|||
Investment and other income (loss), net
|
396
|
|
|
(521
|
)
|
|
(144
|
)
|
|||
Income before income taxes
|
6,284
|
|
|
5,656
|
|
|
5,606
|
|
|||
Income tax expense
|
(320
|
)
|
|
(351
|
)
|
|
(392
|
)
|
|||
Net income
|
5,964
|
|
|
5,305
|
|
|
5,214
|
|
|||
Less: Net income attributable to noncontrolling interests
|
180
|
|
|
68
|
|
|
134
|
|
|||
Net income attributable to NBCUniversal
|
$
|
5,784
|
|
|
$
|
5,237
|
|
|
$
|
5,080
|
|
Comcast 2019 Annual Report on Form 10-K
|
125
|
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net income
|
$
|
5,964
|
|
|
$
|
5,305
|
|
|
$
|
5,214
|
|
Unrealized gains (losses) on marketable securities, net
|
—
|
|
|
—
|
|
|
(233
|
)
|
|||
Deferred gains (losses) on cash flow hedges, net
|
(5
|
)
|
|
3
|
|
|
(13
|
)
|
|||
Employee benefit obligations, net
|
(53
|
)
|
|
14
|
|
|
112
|
|
|||
Currency translation adjustments, net
|
6
|
|
|
(16
|
)
|
|
189
|
|
|||
Comprehensive income
|
5,912
|
|
|
5,306
|
|
|
5,269
|
|
|||
Less: Net income attributable to noncontrolling interests
|
180
|
|
|
68
|
|
|
134
|
|
|||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(12
|
)
|
|
(41
|
)
|
|
81
|
|
|||
Comprehensive income attributable to NBCUniversal
|
$
|
5,744
|
|
|
$
|
5,279
|
|
|
$
|
5,054
|
|
|
126
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
5,964
|
|
|
$
|
5,305
|
|
|
$
|
5,214
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other operating gains
|
2,129
|
|
|
1,967
|
|
|
1,704
|
|
|||
Net (gain) loss on investment activity and other
|
120
|
|
|
689
|
|
|
428
|
|
|||
Deferred income taxes
|
(42
|
)
|
|
(39
|
)
|
|
2
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Current and noncurrent receivables, net
|
43
|
|
|
(452
|
)
|
|
(594
|
)
|
|||
Film and television costs, net
|
(911
|
)
|
|
35
|
|
|
(199
|
)
|
|||
Accounts payable and accrued expenses related to trade creditors
|
(27
|
)
|
|
57
|
|
|
(43
|
)
|
|||
Other operating assets and liabilities
|
(58
|
)
|
|
341
|
|
|
564
|
|
|||
Net cash provided by operating activities
|
7,218
|
|
|
7,903
|
|
|
7,076
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,072
|
)
|
|
(1,730
|
)
|
|
(1,502
|
)
|
|||
Cash paid for intangible assets
|
(285
|
)
|
|
(448
|
)
|
|
(295
|
)
|
|||
Note receivable from Comcast
|
(2,900
|
)
|
|
(2,054
|
)
|
|
—
|
|
|||
Construction of Universal Beijing Resort
|
(1,116
|
)
|
|
(460
|
)
|
|
(71
|
)
|
|||
Acquisitions, net of cash acquired
|
(211
|
)
|
|
(80
|
)
|
|
(140
|
)
|
|||
Proceeds from sales of businesses and investments
|
464
|
|
|
70
|
|
|
45
|
|
|||
Purchases of investments
|
(1,024
|
)
|
|
(587
|
)
|
|
(490
|
)
|
|||
Other
|
16
|
|
|
(51
|
)
|
|
586
|
|
|||
Net cash provided by (used in) investing activities
|
(7,128
|
)
|
|
(5,340
|
)
|
|
(1,867
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
791
|
|
|
692
|
|
|
3,948
|
|
|||
Proceeds from collateralized obligation
|
5,175
|
|
|
—
|
|
|
—
|
|
|||
Repurchases and repayments of debt
|
(3,778
|
)
|
|
(438
|
)
|
|
(3,498
|
)
|
|||
Proceeds from (repayments of) borrowings from Comcast, net
|
(70
|
)
|
|
(1,777
|
)
|
|
(872
|
)
|
|||
Distributions to member
|
(2,113
|
)
|
|
(1,627
|
)
|
|
(1,968
|
)
|
|||
Distributions to noncontrolling interests
|
(242
|
)
|
|
(205
|
)
|
|
(209
|
)
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(2,299
|
)
|
|||
Other
|
127
|
|
|
(121
|
)
|
|
79
|
|
|||
Net cash provided by (used in) financing activities
|
(110
|
)
|
|
(3,476
|
)
|
|
(4,819
|
)
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(20
|
)
|
|
(913
|
)
|
|
390
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
1,464
|
|
|
2,377
|
|
|
1,987
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
1,444
|
|
|
$
|
1,464
|
|
|
$
|
2,377
|
|
Comcast 2019 Annual Report on Form 10-K
|
127
|
|
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,424
|
|
|
$
|
1,444
|
|
Receivables, net
|
7,236
|
|
|
7,293
|
|
||
Programming rights
|
1,545
|
|
|
1,323
|
|
||
Notes receivable from Comcast
|
3,886
|
|
|
2,054
|
|
||
Other current assets
|
1,274
|
|
|
1,133
|
|
||
Total current assets
|
15,365
|
|
|
13,247
|
|
||
Film and television costs
|
7,956
|
|
|
7,292
|
|
||
Investments
|
1,560
|
|
|
1,680
|
|
||
Investment securing collateralized obligation
|
694
|
|
|
—
|
|
||
Note receivable from Comcast
|
1,069
|
|
|
—
|
|
||
Property and equipment, net
|
15,751
|
|
|
13,189
|
|
||
Goodwill
|
24,240
|
|
|
24,118
|
|
||
Intangible assets, net
|
12,940
|
|
|
13,666
|
|
||
Other noncurrent assets, net
|
3,473
|
|
|
1,822
|
|
||
Total assets
|
$
|
83,048
|
|
|
$
|
75,014
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses related to trade creditors
|
$
|
2,209
|
|
|
$
|
1,933
|
|
Accrued participations and residuals
|
1,736
|
|
|
1,808
|
|
||
Program obligations
|
917
|
|
|
965
|
|
||
Deferred revenue
|
1,655
|
|
|
1,118
|
|
||
Accrued expenses and other current liabilities
|
2,300
|
|
|
2,195
|
|
||
Notes payable to Comcast
|
99
|
|
|
54
|
|
||
Current portion of long-term debt
|
301
|
|
|
151
|
|
||
Total current liabilities
|
9,217
|
|
|
8,224
|
|
||
Long-term debt, less current portion
|
9,709
|
|
|
12,731
|
|
||
Collateralized obligation
|
5,166
|
|
|
—
|
|
||
Accrued participations, residuals and program obligations
|
1,570
|
|
|
1,712
|
|
||
Other noncurrent liabilities
|
6,548
|
|
|
5,177
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Redeemable noncontrolling interests
|
452
|
|
|
389
|
|
||
Equity:
|
|
|
|
||||
Member’s capital
|
49,040
|
|
|
45,618
|
|
||
Accumulated other comprehensive income (loss)
|
214
|
|
|
254
|
|
||
Total NBCUniversal member’s equity
|
49,254
|
|
|
45,872
|
|
||
Noncontrolling interests
|
1,132
|
|
|
909
|
|
||
Total equity
|
50,386
|
|
|
46,781
|
|
||
Total liabilities and equity
|
$
|
83,048
|
|
|
$
|
75,014
|
|
|
128
|
Comcast 2019 Annual Report on Form 10-K
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Redeemable Noncontrolling Interests
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
389
|
|
|
$
|
409
|
|
|
$
|
530
|
|
Contributions from (distributions to) noncontrolling interests, net
|
(59
|
)
|
|
(52
|
)
|
|
(65
|
)
|
|||
Other
|
4
|
|
|
(4
|
)
|
|
(84
|
)
|
|||
Net income (loss)
|
118
|
|
|
36
|
|
|
28
|
|
|||
Balance, end of year
|
$
|
452
|
|
|
$
|
389
|
|
|
$
|
409
|
|
|
|
|
|
|
|
||||||
Member’s Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
45,618
|
|
|
$
|
42,148
|
|
|
$
|
38,894
|
|
Cumulative effects of adoption of accounting standards
|
—
|
|
|
(232
|
)
|
|
—
|
|
|||
Distributions to member
|
(2,362
|
)
|
|
(1,627
|
)
|
|
(1,968
|
)
|
|||
Contributions from member
|
—
|
|
|
—
|
|
|
662
|
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(704
|
)
|
|||
Other
|
—
|
|
|
92
|
|
|
184
|
|
|||
Net income (loss)
|
5,784
|
|
|
5,237
|
|
|
5,080
|
|
|||
Balance, end of year
|
$
|
49,040
|
|
|
$
|
45,618
|
|
|
$
|
42,148
|
|
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
254
|
|
|
$
|
(20
|
)
|
|
$
|
(135
|
)
|
Cumulative effects of adoption of accounting standards
|
—
|
|
|
232
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(40
|
)
|
|
42
|
|
|
(26
|
)
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
141
|
|
|||
Balance, end of year
|
$
|
214
|
|
|
$
|
254
|
|
|
$
|
(20
|
)
|
|
|
|
|
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
909
|
|
|
$
|
913
|
|
|
$
|
2,116
|
|
Contributions from (distributions to) noncontrolling interests, net
|
189
|
|
|
299
|
|
|
(120
|
)
|
|||
Other comprehensive income (loss)
|
(12
|
)
|
|
(41
|
)
|
|
81
|
|
|||
Purchase of Universal Studios Japan noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,736
|
)
|
|||
Other
|
(16
|
)
|
|
(294
|
)
|
|
466
|
|
|||
Net income (loss)
|
62
|
|
|
32
|
|
|
106
|
|
|||
Balance, end of year
|
$
|
1,132
|
|
|
$
|
909
|
|
|
$
|
913
|
|
Total equity
|
$
|
50,386
|
|
|
$
|
46,781
|
|
|
$
|
43,041
|
|
|
129
|
Comcast 2019 Annual Report on Form 10-K
|
Note 1: Basis of Presentation and Summary of Significant Accounting Policies
|
•
|
film and television costs (see Note 4)
|
•
|
valuation and impairment testing of goodwill and intangible assets (see Note 11)
|
•
|
capitalization and amortization of film and television costs (see Note 4)
|
|
130
|
Comcast 2019 Annual Report on Form 10-K
|
•
|
Level 1: Values are determined using quoted market prices for identical financial instruments in an active market
|
•
|
Level 2: Values are determined using quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
|
•
|
Level 3: Values are determined using 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
|
Note 2: Segment Information
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(c)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2019
|
|
|
|
|
|
||||||||||
Cable Networks
|
$
|
11,513
|
|
$
|
4,444
|
|
$
|
735
|
|
$
|
41
|
|
$
|
17
|
|
Broadcast Television
|
10,261
|
|
1,730
|
|
157
|
|
161
|
|
15
|
|
|||||
Filmed Entertainment
|
6,493
|
|
833
|
|
79
|
|
21
|
|
22
|
|
|||||
Theme Parks
|
5,933
|
|
2,455
|
|
696
|
|
1,605
|
|
60
|
|
|||||
Headquarters and Other(a)
|
142
|
|
(706
|
)
|
462
|
|
244
|
|
171
|
|
|||||
Eliminations(b)
|
(321
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
34,021
|
|
$
|
8,755
|
|
$
|
2,129
|
|
$
|
2,072
|
|
$
|
285
|
|
Comcast 2019 Annual Report on Form 10-K
|
131
|
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(c)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2018
|
|
|
|
|
|
||||||||||
Cable Networks(d)
|
$
|
11,773
|
|
$
|
4,428
|
|
$
|
738
|
|
$
|
42
|
|
$
|
23
|
|
Broadcast Television(d)
|
11,439
|
|
1,657
|
|
146
|
|
204
|
|
81
|
|
|||||
Filmed Entertainment
|
7,152
|
|
734
|
|
145
|
|
35
|
|
25
|
|
|||||
Theme Parks
|
5,683
|
|
2,455
|
|
660
|
|
1,143
|
|
173
|
|
|||||
Headquarters and Other(a)
|
212
|
|
(645
|
)
|
419
|
|
306
|
|
146
|
|
|||||
Eliminations(b)(d)
|
(364
|
)
|
4
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
35,895
|
|
$
|
8,633
|
|
$
|
2,108
|
|
$
|
1,730
|
|
$
|
448
|
|
(in millions)
|
Revenue
|
|
Adjusted EBITDA(c)
|
|
Depreciation and
Amortization |
|
Capital
Expenditures |
|
Cash Paid for
Intangible Assets |
|
|||||
2017
|
|
|
|
|
|
||||||||||
Cable Networks
|
$
|
10,497
|
|
$
|
4,053
|
|
$
|
755
|
|
$
|
33
|
|
$
|
19
|
|
Broadcast Television
|
9,563
|
|
1,251
|
|
133
|
|
180
|
|
22
|
|
|||||
Filmed Entertainment
|
7,595
|
|
1,276
|
|
109
|
|
58
|
|
23
|
|
|||||
Theme Parks
|
5,443
|
|
2,384
|
|
648
|
|
960
|
|
78
|
|
|||||
Headquarters and Other(a)
|
179
|
|
(779
|
)
|
396
|
|
271
|
|
153
|
|
|||||
Eliminations(b)
|
(327
|
)
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
32,950
|
|
$
|
8,181
|
|
$
|
2,041
|
|
$
|
1,502
|
|
$
|
295
|
|
(a)
|
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, which consisted primarily of the licensing of film and television content from Filmed Entertainment and Broadcast Television to Cable Networks; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third-party revenue.
|
(c)
|
We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to NBCUniversal before net income (loss) attributable to noncontrolling interests, 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.
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Adjusted EBITDA
|
$
|
8,755
|
|
$
|
8,633
|
|
$
|
8,181
|
|
Depreciation
|
(1,023
|
)
|
(1,001
|
)
|
(994
|
)
|
|||
Amortization
|
(1,106
|
)
|
(1,107
|
)
|
(1,047
|
)
|
|||
Other operating gains
|
—
|
|
141
|
|
337
|
|
|||
Interest expense
|
(738
|
)
|
(489
|
)
|
(727
|
)
|
|||
Investment and other income (loss), net
|
396
|
|
(521
|
)
|
(144
|
)
|
|||
Income before income taxes
|
$
|
6,284
|
|
$
|
5,656
|
|
$
|
5,606
|
|
(d)
|
The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in Cable Networks and Broadcast Television. The revenue and operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in Broadcast Television. Included in Eliminations are transactions relating to these events that Broadcast Television and Cable Networks enter into with other segments.
|
|
132
|
Comcast 2019 Annual Report on Form 10-K
|
Note 3: Revenue
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Distribution
|
$
|
6,790
|
|
|
$
|
6,826
|
|
|
$
|
6,081
|
|
Advertising
|
3,478
|
|
|
3,587
|
|
|
3,359
|
|
|||
Content licensing and other
|
1,245
|
|
|
1,360
|
|
|
1,057
|
|
|||
Total Cable Networks
|
11,513
|
|
|
11,773
|
|
|
10,497
|
|
|||
|
|
|
|
|
|
||||||
Advertising
|
5,712
|
|
|
7,010
|
|
|
5,654
|
|
|||
Content licensing
|
2,157
|
|
|
2,182
|
|
|
2,114
|
|
|||
Distribution and other
|
2,392
|
|
|
2,247
|
|
|
1,795
|
|
|||
Total Broadcast Television
|
10,261
|
|
|
11,439
|
|
|
9,563
|
|
|||
|
|
|
|
|
|
||||||
Theatrical
|
1,469
|
|
|
2,111
|
|
|
2,192
|
|
|||
Content licensing
|
3,045
|
|
|
2,899
|
|
|
2,956
|
|
|||
Home entertainment
|
957
|
|
|
1,048
|
|
|
1,287
|
|
|||
Other
|
1,022
|
|
|
1,094
|
|
|
1,160
|
|
|||
Total Filmed Entertainment
|
6,493
|
|
|
7,152
|
|
|
7,595
|
|
|||
|
|
|
|
|
|
||||||
Total Theme Parks
|
5,933
|
|
|
5,683
|
|
|
5,443
|
|
|||
Headquarters and Other
|
142
|
|
|
212
|
|
|
179
|
|
|||
Eliminations(a)
|
(321
|
)
|
|
(364
|
)
|
|
(327
|
)
|
|||
Total NBCUniversal
|
$
|
34,021
|
|
|
$
|
35,895
|
|
|
$
|
32,950
|
|
(a)
|
Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
|
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
United States
|
$
|
27,002
|
|
|
$
|
28,309
|
|
|
$
|
25,303
|
|
Foreign
|
7,019
|
|
|
7,586
|
|
|
7,647
|
|
|||
Total revenue
|
$
|
34,021
|
|
|
$
|
35,895
|
|
|
$
|
32,950
|
|
Comcast 2019 Annual Report on Form 10-K
|
133
|
|
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Receivables, gross
|
$
|
7,336
|
|
|
$
|
7,392
|
|
Less: Allowance for doubtful accounts
|
100
|
|
|
99
|
|
||
Receivables, net
|
$
|
7,236
|
|
|
$
|
7,293
|
|
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Noncurrent receivables (included in other noncurrent assets, net)
|
$
|
1,146
|
|
|
$
|
1,180
|
|
Noncurrent deferred revenue (included in other noncurrent liabilities)
|
$
|
394
|
|
|
$
|
481
|
|
|
134
|
Comcast 2019 Annual Report on Form 10-K
|
Note 4: Film and Television Costs
|
December 31 (in millions)
|
2019
|
|
2018
|
|
||
Film Costs:
|
|
|
||||
Released, less amortization
|
$
|
1,546
|
|
$
|
1,600
|
|
Completed, not released
|
187
|
|
144
|
|
||
In production and in development
|
1,314
|
|
1,063
|
|
||
|
3,047
|
|
2,807
|
|
||
Television Costs:
|
|
|
||||
Released, less amortization
|
2,706
|
|
2,161
|
|
||
In production and in development
|
1,162
|
|
953
|
|
||
|
3,868
|
|
3,114
|
|
||
Programming rights, less amortization
|
2,586
|
|
2,694
|
|
||
|
9,501
|
|
8,615
|
|
||
Less: Current portion of programming rights
|
1,545
|
|
1,323
|
|
||
Film and television costs
|
$
|
7,956
|
|
$
|
7,292
|
|
Comcast 2019 Annual Report on Form 10-K
|
135
|
|
Note 5: Income Taxes
|
Components of Income Tax Expense
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Foreign
|
|
|
|
||||||
Current income tax expense
|
$
|
(184
|
)
|
$
|
(230
|
)
|
$
|
(201
|
)
|
Deferred income tax expense
|
44
|
|
31
|
|
7
|
|
|||
Withholding tax expense
|
(145
|
)
|
(163
|
)
|
(187
|
)
|
|||
U.S. domestic tax expense
|
(35
|
)
|
11
|
|
(11
|
)
|
|||
Income tax expense
|
$
|
(320
|
)
|
$
|
(351
|
)
|
$
|
(392
|
)
|
|
136
|
Comcast 2019 Annual Report on Form 10-K
|
Note 6: Long-Term Debt
|
Long-Term Debt Outstanding
|
|
|
|
|
|||||
December 31 (in millions)
|
Weighted-Average
Interest Rate as of December 31, 2019 |
|
|
2019(a)
|
|
2018(a)
|
|
||
Term loans
|
2.04
|
%
|
|
$
|
3,740
|
|
$
|
4,122
|
|
Senior notes with maturities of 5 years or less, at face value
|
3.88
|
%
|
|
3,000
|
|
5,000
|
|
||
Senior notes with maturities between 5 and 10 years, at face value
|
—
|
|
|
—
|
|
—
|
|
||
Senior notes with maturities greater than 10 years, at face value
|
5.50
|
%
|
|
2,759
|
|
2,759
|
|
||
Notes due 2049 to Comcast
|
—
|
|
|
—
|
|
610
|
|
||
Other, including capital lease obligations
|
—
|
|
|
544
|
|
427
|
|
||
Debt issuance costs, premiums and discounts, net
|
—
|
|
|
(33
|
)
|
(36
|
)
|
||
Total debt
|
3.59
|
%
|
|
10,010
|
|
12,882
|
|
||
Less: Current portion
|
|
|
301
|
|
151
|
|
|||
Long-term debt
|
|
|
$
|
9,709
|
|
$
|
12,731
|
|
(a)
|
As of December 31, 2019, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of ¥284 billion and ¥9 billion RMB. As of December 31, 2018, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of ¥400 billion and ¥4 billion RMB.
|
Principal Maturities of Debt
|
|
||
(in millions)
|
|
||
2020
|
$
|
303
|
|
2021
|
$
|
2,383
|
|
2022
|
$
|
2,031
|
|
2023
|
$
|
1,021
|
|
2024
|
$
|
15
|
|
Thereafter
|
$
|
4,290
|
|
Comcast 2019 Annual Report on Form 10-K
|
137
|
|
Note 7: Significant Transactions
|
Note 8: Recent Accounting Pronouncements
|
|
138
|
Comcast 2019 Annual Report on Form 10-K
|
Note 9: Investments
|
Investment and Other Income (Loss), Net
|
|
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Equity in net income (losses) of investees, net
|
$
|
(402
|
)
|
|
$
|
(371
|
)
|
|
$
|
(201
|
)
|
Realized and unrealized gains (losses) on equity securities, net
|
466
|
|
|
(217
|
)
|
|
—
|
|
|||
Other income (loss), net
|
332
|
|
|
67
|
|
|
57
|
|
|||
Investment and other income (loss), net
|
$
|
396
|
|
|
$
|
(521
|
)
|
|
$
|
(144
|
)
|
Investments
|
|
|
|
||||
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Equity method
|
$
|
1,156
|
|
|
$
|
707
|
|
Marketable equity securities
|
295
|
|
|
162
|
|
||
Nonmarketable equity securities
|
804
|
|
|
811
|
|
||
Total investments
|
2,255
|
|
|
1,680
|
|
||
Less: Current investments
|
1
|
|
|
—
|
|
||
Less: Investment securing collateralized obligation
|
694
|
|
|
—
|
|
||
Noncurrent investments
|
$
|
1,560
|
|
|
$
|
1,680
|
|
Comcast 2019 Annual Report on Form 10-K
|
139
|
|
|
140
|
Comcast 2019 Annual Report on Form 10-K
|
Note 10: Property and Equipment
|
December 31 (in millions)
|
Weighted-Average
Original Useful Life as of December 31, 2019 |
2019
|
|
2018
|
|
||
Buildings and leasehold improvements
|
31 years
|
$
|
9,438
|
|
$
|
8,877
|
|
Furniture, fixtures and equipment
|
12 years
|
6,049
|
|
5,501
|
|
||
Construction in process
|
N/A
|
4,884
|
|
2,676
|
|
||
Land
|
N/A
|
1,179
|
|
1,129
|
|
||
Property and equipment, at cost
|
|
21,550
|
|
18,183
|
|
||
Less: Accumulated depreciation
|
|
5,799
|
|
4,994
|
|
||
Property and equipment, net
|
|
$
|
15,751
|
|
$
|
13,189
|
|
Comcast 2019 Annual Report on Form 10-K
|
141
|
|
Note 11: Goodwill and Intangible Assets
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|||||
(in millions)
|
Cable
Networks |
|
Broadcast
Television |
|
Filmed
Entertainment |
|
Theme
Parks |
|
Total
|
|
|||||
Balance, December 31, 2017
|
$
|
13,427
|
|
$
|
806
|
|
$
|
3,212
|
|
$
|
6,544
|
|
$
|
23,989
|
|
Acquisitions
|
—
|
|
36
|
|
—
|
|
—
|
|
36
|
|
|||||
Dispositions
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
(8
|
)
|
|||||
Adjustments
|
(13
|
)
|
1
|
|
(9
|
)
|
—
|
|
(21
|
)
|
|||||
Foreign currency translation
|
(7
|
)
|
—
|
|
(11
|
)
|
140
|
|
122
|
|
|||||
Balance, December 31, 2018
|
13,407
|
|
843
|
|
3,184
|
|
6,684
|
|
24,118
|
|
|||||
Acquisitions
|
162
|
|
14
|
|
—
|
|
—
|
|
176
|
|
|||||
Dispositions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Adjustments
|
(105
|
)
|
—
|
|
1
|
|
—
|
|
(104
|
)
|
|||||
Foreign currency translation
|
(2
|
)
|
—
|
|
(3
|
)
|
55
|
|
50
|
|
|||||
Balance, December 31, 2019
|
$
|
13,462
|
|
$
|
857
|
|
$
|
3,182
|
|
$
|
6,739
|
|
$
|
24,240
|
|
|
142
|
Comcast 2019 Annual Report on Form 10-K
|
Estimated Amortization Expense of Finite-Lived Intangible Assets
|
|
||
(in millions)
|
|
||
2020
|
$
|
1,099
|
|
2021
|
$
|
1,006
|
|
2022
|
$
|
914
|
|
2023
|
$
|
876
|
|
2024
|
$
|
847
|
|
Note 12: Employee Benefit Plans
|
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Benefit obligation
|
$
|
858
|
|
$
|
719
|
|
$
|
621
|
|
Interest expense
|
$
|
99
|
|
$
|
58
|
|
$
|
64
|
|
Comcast 2019 Annual Report on Form 10-K
|
143
|
|
Note 13: Supplemental Financial Information
|
Cash Payments for Interest and Income Taxes
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Interest
|
$
|
440
|
|
$
|
408
|
|
$
|
517
|
|
Income taxes
|
$
|
356
|
|
$
|
430
|
|
$
|
282
|
|
•
|
we acquired $866 million of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we acquired $1.4 billion of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we received noncash contributions from noncontrolling interests totaling $391 million related to Universal Beijing Resort (see Note 7)
|
•
|
we acquired $325 million of property and equipment and intangible assets that were accrued but unpaid
|
•
|
Comcast contributed its investment in Snap to us at its fair value, which was a noncash transaction (see Note 9)
|
•
|
we and Comcast completed a senior notes exchange in the fourth quarter of 2017 (see Note 15)
|
|
144
|
Comcast 2019 Annual Report on Form 10-K
|
December 31 (in millions)
|
2019
|
|
2018
|
|
||
Cash and cash equivalents
|
$
|
1,424
|
|
$
|
1,444
|
|
Restricted cash included in other noncurrent assets, net
|
20
|
|
20
|
|
||
Cash, cash equivalents and restricted cash, end of year
|
$
|
1,444
|
|
$
|
1,464
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||
December 31 (in millions)
|
2019
|
|
2018
|
|
||
Deferred gains (losses) on cash flow hedges
|
$
|
7
|
|
$
|
12
|
|
Unrecognized gains (losses) on employee benefit obligations
|
87
|
|
140
|
|
||
Cumulative translation adjustments
|
120
|
|
102
|
|
||
Accumulated other comprehensive income (loss)
|
$
|
214
|
|
$
|
254
|
|
Note 14: Commitments and Contingencies
|
As of December 31, 2019 (in millions)
|
Programming and
Talent Commitments
|
||
2020
|
$
|
7,179
|
|
2021
|
$
|
4,655
|
|
2022
|
$
|
4,813
|
|
2023
|
$
|
2,609
|
|
2024
|
$
|
3,555
|
|
Thereafter
|
$
|
13,317
|
|
Comcast 2019 Annual Report on Form 10-K
|
145
|
|
(in millions)
|
December 31,
2019 |
||
Other noncurrent assets, net
|
$
|
1,551
|
|
Accrued expenses and other current liabilities
|
$
|
189
|
|
Other noncurrent liabilities
|
$
|
1,481
|
|
(in millions)
|
December 31,
2019 |
||
2020
|
$
|
256
|
|
2021
|
224
|
|
|
2022
|
186
|
|
|
2023
|
161
|
|
|
2024
|
146
|
|
|
Thereafter
|
1,335
|
|
|
Total future minimum lease payments
|
2,308
|
|
|
Less: imputed interest
|
638
|
|
|
Total liability
|
$
|
1,670
|
|
(in millions)
|
December 31,
2018 |
||
2019
|
$
|
248
|
|
2020
|
$
|
232
|
|
2021
|
$
|
199
|
|
2022
|
$
|
168
|
|
2023
|
$
|
144
|
|
Thereafter
|
$
|
1,380
|
|
Year ended December 31 (in millions)
|
2018
|
|
2017
|
|
||
Rental expense
|
$
|
286
|
|
$
|
274
|
|
|
146
|
Comcast 2019 Annual Report on Form 10-K
|
Note 15: Related Party Transactions
|
Consolidated Statement of Income
|
|
|
|
|
|
||||||
Year ended December 31 (in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Transactions with Comcast and Consolidated Subsidiaries
|
|
|
|
|
|
||||||
Revenue
|
$
|
2,398
|
|
|
$
|
2,156
|
|
|
$
|
1,837
|
|
Total costs and expenses
|
$
|
(287
|
)
|
|
$
|
(245
|
)
|
|
$
|
(214
|
)
|
Interest expense and investment and other income (loss), net
|
$
|
(133
|
)
|
|
$
|
(54
|
)
|
|
$
|
(250
|
)
|
Consolidated Balance Sheet
|
|
|
|
||||
December 31 (in millions)
|
2019
|
|
|
2018
|
|
||
Transactions with Comcast and Consolidated Subsidiaries
|
|
|
|
||||
Receivables, net
|
$
|
492
|
|
|
$
|
464
|
|
Other current assets
|
$
|
46
|
|
|
$
|
—
|
|
Notes receivable from Comcast, current
|
$
|
3,886
|
|
|
$
|
2,054
|
|
Film and television costs
|
$
|
26
|
|
|
$
|
27
|
|
Note receivable from Comcast, noncurrent
|
$
|
1,069
|
|
|
$
|
—
|
|
Other noncurrent assets, net
|
$
|
70
|
|
|
$
|
—
|
|
Accounts payable and accrued expenses related to trade creditors
|
$
|
84
|
|
|
$
|
78
|
|
Accrued expenses and other current liabilities
|
$
|
108
|
|
|
$
|
32
|
|
Notes payable to Comcast
|
$
|
99
|
|
|
$
|
54
|
|
Long-term debt (See Note 6)
|
$
|
156
|
|
|
$
|
701
|
|
Other noncurrent liabilities
|
$
|
454
|
|
|
$
|
410
|
|
Comcast 2019 Annual Report on Form 10-K
|
147
|
|
|
148
|
Comcast 2019 Annual Report on Form 10-K
|
Comcast 2019 Annual Report on Form 10-K
|
149
|
|
|
150
|
Comcast 2019 Annual Report on Form 10-K
|
Year ended December 31 (in millions)
|
Balance at Beginning
of Year |
|
Additions Charged to
Costs and Expenses |
|
Deductions from
Reserves |
|
Balance at End
of Year |
|
||||
2019
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
352
|
|
$
|
769
|
|
$
|
702
|
|
$
|
419
|
|
Valuation allowance on deferred tax assets
|
632
|
|
1,403
|
|
129
|
|
1,906
|
|
||||
2018
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
288
|
|
$
|
616
|
|
$
|
552
|
|
$
|
352
|
|
Valuation allowance on deferred tax assets
|
377
|
|
367
|
|
112
|
|
632
|
|
||||
2017
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
250
|
|
$
|
554
|
|
$
|
516
|
|
$
|
288
|
|
Valuation allowance on deferred tax assets
|
266
|
|
111
|
|
—
|
|
377
|
|
Year ended December 31 (in millions)
|
Balance at Beginning
of Year |
|
Additions Charged to
Costs and Expenses |
|
Deductions from
Reserves |
|
Balance at End
of Year |
|
||||
2019
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
99
|
|
$
|
48
|
|
$
|
47
|
|
$
|
100
|
|
Valuation allowance on deferred tax assets
|
73
|
|
36
|
|
15
|
|
94
|
|
||||
2018
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
88
|
|
$
|
32
|
|
$
|
21
|
|
$
|
99
|
|
Valuation allowance on deferred tax assets
|
87
|
|
13
|
|
27
|
|
73
|
|
||||
2017
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
84
|
|
$
|
23
|
|
$
|
19
|
|
$
|
88
|
|
Valuation allowance on deferred tax assets
|
72
|
|
15
|
|
—
|
|
87
|
|
Comcast 2019 Annual Report on Form 10-K
|
151
|
|
(1)
|
DESCRIPTION OF OUR COMMON STOCK
|
(2)
|
DESCRIPTION OF OUR 2.0% EXCHANGEABLE SUBORDINATED DEBENTURES DUE 2029
|
•
|
the record date for the next date that interest on the ZONES is payable; or
|
•
|
the date we are required to give notice to the NYSE (or any other applicable self-regulatory organization) or to holders of the ZONES of the record date or the date any quarterly interest payment is payable.
|
(1)
|
Unless (a) the scheduled redemption date of the ZONES is also a scheduled quarterly interest payment date or (b) quarterly interest has been deferred for the then current quarterly dividend period, an amount equal to an annual rate of 2.0% on the original principal amount of the ZONES from the most recent scheduled interest payment date to the date of redemption, plus
|
(2)
|
all dividends and distributions on or in respect of the reference shares declared by the applicable reference company and for which the ex- date for the dividend or distribution falls during the period from the date of original issuance of the ZONES to the most recent scheduled interest payment date and which have not been distributed to holders of reference shares prior to the most recent scheduled interest payment date, plus
|
(3)
|
all dividends and distributions on or in respect of the reference shares which a holder of reference shares during the period from the most recent scheduled quarterly interest payment date to the date immediately preceding the first trading day of the averaging
|
(4)
|
a distribution equal to the sum of, for each successive day in the averaging period that is anticipated on the first day of the averaging period to be a trading day, the amounts determined in accordance with the following formula:
|
E =
|
all dividends and distributions on or in respect of the reference shares which a holder of reference shares on the applicable day would be entitled to receive, provided that an ex- date that occurs on a day that is not a scheduled trading day shall be deemed to have occurred on the immediately preceding scheduled trading day; and
|
n =
|
the number of scheduled trading days that have elapsed in the averaging period with the first trading day of the averaging period being counted as zero.
|
•
|
complete and manually sign an exchange notice in the form available from the trustee and deliver this notice to the trustee at the office maintained by the trustee for this purpose;
|
•
|
surrender the ZONES to the trustee;
|
•
|
if required, furnish appropriate endorsement and transfer documents; and
|
•
|
if required, pay all transfer or similar taxes.
|
•
|
any of our senior indebtedness is not paid when due, any applicable grace period with respect to any default for non-payment of principal, premium, interest or any other payment due on any senior indebtedness has ended and that default has not been cured or waived or ceased to exist; or
|
•
|
the maturity of any senior indebtedness has been accelerated because of a default.
|
•
|
all of our indebtedness for money borrowed, including any indebtedness secured by a mortgage or other lien which is (1) given to secure all or part of the purchase price of property subject to the mortgage or lien, whether given to the vendor of that property or to another lender, or (2) existing on property at the time we acquire it;
|
•
|
all of our indebtedness evidenced by notes, debentures, bonds or other securities sold by us for money;
|
•
|
all of our lease obligations which are capitalized on our books in accordance with generally accepted accounting principles;
|
•
|
all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations of others of the kind described in the third bullet point above that we, in any manner, assume or guarantee or that we in effect guarantee through an agreement to purchase, whether that agreement is contingent or otherwise; and
|
•
|
all renewals, extensions or refundings of indebtedness of the kinds described in the first, second or fourth bullet point above and all renewals or extensions of leases of the kinds described in the third or fourth bullet point above;
|
•
|
initially, one share of Sprint PCS stock; and
|
•
|
after the issuance of the ZONES, each share or fraction of a share of publicly traded equity securities received by a holder of a reference share in respect of that reference share, and, to the extent the reference share remains outstanding after any of the following events but without duplication, including the reference share, in each case directly or as the result of successive
|
◦
|
the distribution on or in respect of a reference share in reference shares;
|
◦
|
the combination of reference shares into a smaller number of shares or other units;
|
◦
|
the subdivision of outstanding shares or other units of reference shares;
|
◦
|
the conversion or reclassification of reference shares by issuance or exchange of other securities;
|
◦
|
any consolidation or merger of a reference company, or any surviving entity or subsequent surviving entity of a reference company (which we refer to as a reference company successor), with or into another entity (other than a merger or consolidation in which the reference company is the continuing corporation and in which the reference company common stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the reference company or another corporation);
|
◦
|
any statutory exchange of securities of the reference company or any reference company successor with another corporation (other than in connection with a merger or acquisition and other than a statutory exchange of securities in which the reference company is the continuing corporation and in which the reference company common stock outstanding immediately prior to the statutory exchange is not exchanged for cash, securities or other property of the reference company or another corporation); and
|
◦
|
any liquidation, dissolution or winding up of the reference company or any reference company successor.
|
•
|
a conversion or redemption by Sprint of all shares of Sprint PCS stock pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation shall be deemed a consolidation or merger, with the Sprint PCS Group deemed to be the reference company, with Sprint deemed to be the reference company successor if Sprint FON stock or any other common stock of Sprint is issued in exchange for the Sprint PCS stock or with the relevant acquiror of the Sprint PCS Group assets deemed to be the reference company successor if common stock other than Sprint FON stock is issued in exchange for the Sprint PCS stock; and
|
•
|
a redemption by Sprint pursuant to Article Sixth, Section 7.2 of its Articles of Incorporation of all of the outstanding shares of Sprint PCS stock in exchange for common stock of one or more wholly-owned subsidiaries that collectively hold all of the assets and liabilities attributed to its PCS Group shall be deemed an exchange of shares of Sprint PCS stock for shares of common stock of the relevant subsidiary or subsidiaries.
|
•
|
during the pendency of the offer, increase the early exchange ratio to 100%; or
|
•
|
make a reference share offer adjustment.
|
R =
|
the fraction by which the number of reference shares of the class of reference shares subject to the reference share offer and attributable to one ZONES will be reduced.
|
X =
|
the aggregate number of reference shares of the class of reference shares subject to the reference share offer accepted in the reference share offer.
|
N =
|
the aggregate number of reference shares of the class of reference shares subject to the reference share offer outstanding immediately prior to the expiration of the reference share offer.
|
•
|
the contingent principal amount of the ZONES;
|
•
|
the current market value of the reference shares;
|
•
|
the exchange market value of the reference shares;
|
•
|
the final period distribution on the ZONES;
|
•
|
the cash value of any property distributed on the reference shares;
|
•
|
the average transaction consideration in a reference share offer;
|
•
|
the composition of a reference share; and
|
•
|
the amount of accrued interest payable upon redemption or at maturity of the ZONES.
|
(a)
|
default in the payment of any installment of interest upon any ZONES as and when the same shall become due and payable, and continuance of such default for a period of 30 days;
|
(b)
|
default in the payment of all or any part of the principal on any ZONES as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise;
|
(c)
|
default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the ZONES (other than a covenant or warranty in respect of the ZONES a default in whose performance or whose breach is elsewhere in this section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in principal amount of the outstanding ZONES affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” pursuant to the Indenture;
|
(d)
|
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
|
(e)
|
the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
|
(f)
|
any other Event of Default provided in the supplemental indenture or resolution of the Board under which such ZONES are issued or in the form of security for such series.
|
(3)
|
DESCRIPTION OF OUR 9.455% GUARANTEED NOTES DUE 2022
|
•
|
the lease is for a period of not in excess of three years, including renewal of rights;
|
•
|
the lease secures or relates to industrial revenue or similar financing;
|
•
|
the transaction is solely between the Issuer and a Guarantor or between or among Guarantors; or
|
•
|
the Issuer or such Guarantor, within 270 days after the sale is completed, applies an amount equal to or greater than (a) the net proceeds of the sale of the assets or part thereof leased or (b) the fair market value of the assets or part thereof leased (as determined in good faith by the Issuer’s Board of Directors) either to:
|
◦
|
the retirement (or open market purchase) of notes, other long-term Indebtedness of the Issuer ranking on a parity with or senior to the 2022 Notes or long-term Indebtedness of a Guarantor; or
|
◦
|
the purchase by the Issuer or any Guarantor of other property, plant or equipment related to the business of the Issuer or any Guarantor having a value at least equal to the value of the assets or part thereof leased.
|
•
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities, or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
|
•
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
|
•
|
all indebtedness of such person for borrowed money;
|
•
|
all obligations of such person evidenced by bonds, debentures, notes, or other similar instruments;
|
•
|
all obligations of such person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto);
|
•
|
all obligations of such person to pay the deferred and unpaid purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
|
•
|
all obligations of such person as lessee under Capitalized Leases;
|
•
|
all Indebtedness of other persons secured by a Lien on any asset of such person, whether or not such Indebtedness is assumed by such person; provided that the amount of such Indebtedness shall be the lesser of:
|
◦
|
the fair market value of such asset at such date of determination; and
|
◦
|
the amount of such Indebtedness;
|
•
|
all Indebtedness of other persons Guaranteed by such person to the extent such Indebtedness is Guaranteed by such person; and
|
•
|
to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements.
|
•
|
that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP; and
|
•
|
that Indebtedness shall not include any liability for federal, state, local, or other taxes.
|
•
|
any Lien on any asset incurred prior to the date of the Indenture;
|
•
|
any Lien on any assets acquired after the date of the Indenture (including by way of merger or consolidation) by the Issuer or any Guarantor, which Lien is created, incurred or assumed contemporaneously with such acquisition, or within 270 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or any Lien upon any assets acquired after the date of the Indenture existing at the time of such acquisition (whether or not assumed by the Issuer or any Guarantor), provided that any such Lien shall attach only to the assets so acquired;
|
•
|
any Lien on any assets in favor of the Issuer or any Guarantor;
|
•
|
any Lien on assets incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financing);
|
•
|
any Lien granted by any Guarantor on assets to the extent limitations on the incurrence of such Liens are prohibited by any agreement to which such Guarantor is subject as of the date of the Indenture; and
|
•
|
any renewal of or substitution for any Lien permitted by any of the preceding bullet points, including any Lien securing reborrowing of amounts previously secured within 270 days of the repayment thereof, provided that no such renewal or substitution shall extend to any assets other than the assets covered by the Lien being renewed or substituted.
|
•
|
the Issuer is the continuing person or the person formed by such consolidation or into which such party is merged or that acquired or leased such property and assets shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations on all of the 2022 Notes and under the Indenture;
|
•
|
immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing; and
|
•
|
the Issuer delivers to the Trustee an officers’ certificate and opinion of counsel, in each case stating that such consolidation, merger, or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture and notes relating to such transaction have been complied with;
|
•
|
to cure any ambiguity, defect, or inconsistency in the Indenture; provided that such amendments or supplements shall not adversely affect the interests of the holders in any material respect;
|
•
|
to comply with the provisions described under “-Certain Covenants-Consolidation, Merger and Sale of Assets;”
|
•
|
to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;
|
•
|
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
|
•
|
to establish the form or forms or terms of the 2022 Notes as permitted by the Indenture;
|
•
|
to provide for uncertificated notes and to make all appropriate changes for such purpose;
|
•
|
to make any change that does not adversely affect the rights of any holder;
|
•
|
to add to its covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default; or
|
•
|
to make any change so long as no 2022 Notes are outstanding.
|
•
|
changes the stated maturity of the principal of, or any installment of interest on, the 2022 Notes of the affected series;
|
•
|
reduces the principal amount of, or premium, if any, or interest on, the 2022 Notes of the affected series;
|
•
|
changes the place or currency of payment of principal of, or premium, if any, or interest on, the 2022 Notes of the affected series;
|
•
|
changes the provisions for calculating the optional redemption price, including the definitions relating thereto;
|
•
|
changes the provisions relating to the waiver of past defaults or changes or impairs the right of holders to receive payment or to institute suit for the enforcement of any payment of the 2022 Notes of the affected series on or after the due date therefor;
|
•
|
reduces the above-stated percentage of outstanding 2022 Notes of the affected series the consent of whose holders is necessary to modify or amend or to waive certain provisions of or defaults under the Indenture;
|
•
|
waives a default in the payment of principal of, premium, if any, or interest on the 2022 Notes; or
|
•
|
modifies any of the provisions of this paragraph, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each 2022 Note of the series affected by the modification.
|
(1)
|
a default by any Obligor in the payment of principal or premium on the 2022 Notes of such series when the same becomes due and payable whether at maturity, upon acceleration, redemption or otherwise;
|
(2)
|
a default by any Obligor in the payment of interest on the 2022 Notes of such series when the same becomes due and payable, if that default continues for a period of 30 days;
|
(3)
|
default by any Obligor in the performance of or breach by any Obligor of any of its other covenants or agreements in the Indenture applicable to all the 2022 Notes or applicable to the 2022 Notes of any series and that default or breach continues for a period of 30 consecutive days after written notice is received from the Trustee or from the holders of 25% or more in aggregate principal amount of the 2022 Notes of all affected series;
|
(4)
|
any guarantee is not in full force and effect;
|
(5)
|
a court having jurisdiction enters a decree or order for:
|
•
|
relief in respect of any Obligor in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect;
|
•
|
appointment of a receiver, liquidator, assignee, custodian, Trustee, sequestrator or similar official of any Obligor for any substantial part of such party’s property and assets; or
|
•
|
the winding up or liquidation of any Obligor’s affairs and such decree or order shall remain unstayed and in effect for a period of 180 consecutive days; or
|
(6)
|
any Obligor:
|
•
|
commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law;
|
•
|
consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of such party or for any substantial part of such party’s property; or
|
•
|
effects any general assignment for the benefit of creditors.
|
•
|
the holder gives the Trustee written notice of a continuing event of default;
|
•
|
the holders of at least 25% in aggregate principal amount of such series of 2022 Notes make a written request to the Trustee to pursue the remedy in respect of such event of default;
|
•
|
the requesting holder or holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability, or expense;
|
•
|
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
|
•
|
during such 60-day period, the holders of a majority in aggregate principal amount of such series of 2022 Notes do not give the Trustee a direction that is inconsistent with the request.
|
(4)
|
DESCRIPTION OF OUR 5.50% NOTES DUE 2029
|
(1)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the 2029 Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(d)
|
being or having been a “10-percent shareholder” of Comcast as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into the ordinary course of its trade or business;
|
(2)
|
to any holder that is not the sole beneficial owner of the 2029 Notes, or a portion of the 2029 Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the 2029 Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
|
(6)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(7)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;
|
(8)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made
|
(9)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or
|
(10)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), and (9).
|
•
|
the lease is for a period of not in excess of three years, including renewal of rights;
|
•
|
the lease secures or relates to industrial revenue or similar financing;
|
•
|
the transaction is solely between the Issuer and a Guarantor or between or among Guarantors; or
|
•
|
the Issuer or such Guarantor, within 270 days after the sale is completed, applies an amount equal to or greater than (a) the net proceeds of the sale of the assets or part thereof leased or (b) the fair market value of the assets or part thereof leased (as determined in good faith by the Issuer’s Board of Directors) either to:
|
◦
|
the retirement (or open market purchase) of notes, other long-term Indebtedness of the Issuer ranking on a parity with or senior to the 2029 Notes or long-term Indebtedness of a Guarantor; or
|
◦
|
the purchase by the Issuer or any Guarantor of other property, plant or equipment related to the business of the Issuer or any Guarantor having a value at least equal to the value of the assets or part thereof leased.
|
•
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities, or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
|
•
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
|
•
|
all indebtedness of such person for borrowed money;
|
•
|
all obligations of such person evidenced by bonds, debentures, notes, or other similar instruments;
|
•
|
all obligations of such person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto);
|
•
|
all obligations of such person to pay the deferred and unpaid purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
|
•
|
all obligations of such person as lessee under Capitalized Leases;
|
•
|
all Indebtedness of other persons secured by a Lien on any asset of such person, whether or not such Indebtedness is assumed by such person; provided that the amount of such Indebtedness shall be the lesser of:
|
◦
|
the fair market value of such asset at such date of determination; and
|
◦
|
the amount of such Indebtedness;
|
•
|
all Indebtedness of other persons Guaranteed by such person to the extent such Indebtedness is Guaranteed by such person; and
|
•
|
to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements.
|
•
|
that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP; and
|
•
|
that Indebtedness shall not include any liability for federal, state, local, or other taxes.
|
•
|
any Lien on any asset incurred prior to the date of the Indenture;
|
•
|
any Lien on any assets acquired after the date of the Indenture (including by way of merger or consolidation) by the Issuer or any Guarantor, which Lien is created, incurred or assumed contemporaneously with such acquisition, or within 270 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or any Lien upon any assets acquired after the date of the Indenture existing at the time of such acquisition (whether or not assumed by the Issuer or any Guarantor), provided that any such Lien shall attach only to the assets so acquired;
|
•
|
any Lien on any assets in favor of the Issuer or any Guarantor;
|
•
|
any Lien on assets incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financing);
|
•
|
any Lien granted by any Guarantor on assets to the extent limitations on the incurrence of such Liens are prohibited by any agreement to which such Guarantor is subject as of the date of the Indenture; and
|
•
|
any renewal of or substitution for any Lien permitted by any of the preceding bullet points, including any Lien securing reborrowing of amounts previously secured within 270 days of the repayment thereof, provided that no such renewal or substitution shall extend to any assets other than the assets covered by the Lien being renewed or substituted.
|
•
|
the Issuer is the continuing person or the person formed by such consolidation or into which such party is merged or that acquired or leased such property and assets shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations on all of the 2029 Notes and under the Indenture;
|
•
|
immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing; and
|
•
|
the Issuer delivers to the Trustee an officers’ certificate and opinion of counsel, in each case stating that such consolidation, merger, or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture and notes relating to such transaction have been complied with;
|
•
|
to cure any ambiguity, defect, or inconsistency in the Indenture; provided that such amendments or supplements shall not adversely affect the interests of the holders in any material respect;
|
•
|
to comply with the provisions described under “-Certain Covenants-Consolidation, Merger and Sale of Assets;”
|
•
|
to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;
|
•
|
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
|
•
|
to establish the form or forms or terms of the 2029 Notes as permitted by the Indenture;
|
•
|
to provide for uncertificated notes and to make all appropriate changes for such purpose;
|
•
|
to make any change that does not adversely affect the rights of any holder;
|
•
|
to add to its covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default; or
|
•
|
to make any change so long as no 2029 Notes are outstanding.
|
•
|
changes the stated maturity of the principal of, or any installment of interest on, the 2029 Notes of the affected series;
|
•
|
reduces the principal amount of, or premium, if any, or interest on, the 2029 Notes of the affected series;
|
•
|
changes the place or currency of payment of principal of, or premium, if any, or interest on, the 2029 Notes of the affected series;
|
•
|
changes the provisions for calculating the optional redemption price, including the definitions relating thereto;
|
•
|
changes the provisions relating to the waiver of past defaults or changes or impairs the right of holders to receive payment or to institute suit for the enforcement of any payment of the 2029 Notes of the affected series on or after the due date therefor;
|
•
|
reduces the above-stated percentage of outstanding 2029 Notes of the affected series the consent of whose holders is necessary to modify or amend or to waive certain provisions of or defaults under the Indenture;
|
•
|
waives a default in the payment of principal of, premium, if any, or interest on the 2029 Notes; or
|
•
|
modifies any of the provisions of this paragraph, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each 2029 Note of the series affected by the modification.
|
(1)
|
a default by any Obligor in the payment of principal or premium on the 2029 Notes of such series when the same becomes due and payable whether at maturity, upon acceleration, redemption or otherwise;
|
(2)
|
a default by any Obligor in the payment of interest on the 2029 Notes of such series when the same becomes due and payable, if that default continues for a period of 30 days;
|
(3)
|
default by any Obligor in the performance of or breach by any Obligor of any of its other covenants or agreements in the Indenture applicable to all the 2029 Notes or applicable to the 2029 Notes of any series and that default or breach continues for a period of 30 consecutive days after written notice is received from the Trustee or from the holders of 25% or more in aggregate principal amount of the 2029 Notes of all affected series;
|
(4)
|
any guarantee is not in full force and effect;
|
(5)
|
a court having jurisdiction enters a decree or order for:
|
•
|
relief in respect of any Obligor in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect;
|
•
|
appointment of a receiver, liquidator, assignee, custodian, Trustee, sequestrator or
|
•
|
the winding up or liquidation of any Obligor’s affairs and such decree or order shall remain unstayed and in effect for a period of 180 consecutive days; or
|
(6)
|
any Obligor:
|
•
|
commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law;
|
•
|
consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of such party or for any substantial part of such party’s property; or
|
•
|
effects any general assignment for the benefit of creditors.
|
•
|
the holder gives the Trustee written notice of a continuing event of default;
|
•
|
the holders of at least 25% in aggregate principal amount of such series of 2029 Notes make a written request to the Trustee to pursue the remedy in respect of such event of default;
|
•
|
the requesting holder or holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability, or expense;
|
•
|
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
|
•
|
during such 60-day period, the holders of a majority in aggregate principal amount of such series of 2029 Notes do not give the Trustee a direction that is inconsistent with the request.
|
(i)
|
Except as otherwise provided in Paragraph 2(f)(ii):
|
(A)
|
The Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made before January 1, 2010 and (2) Diversification Elections and Special Diversification Elections made before January 1, 2010 shall be the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to 8% (0.08) per annum, or such other interest rate established by the Committee from time to time.
|
(B)
|
The Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made on or after January 1, 2010 and before January 1, 2014 and (2) Diversification Elections and Special Diversification Elections made on or after January 1, 2010 and before January 1, 2014, shall be the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to 12% per annum, or such other interest rate established by the Committee from time to time.
|
(C)
|
Effective with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made on or after January 1, 2014, (2) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Regular Deferral Elections, and (3) Diversification Elections and Special Diversification Elections made on or after January 1, 2014, the “Applicable Interest Rate” shall be the Applicable Interest Rate that applies to “Protected Benefits” under the Comcast Corporation 2005 Deferred Compensation Plan (the “2005 Deferred Compensation Plan”) if, as of the September 30th immediately preceding the Plan Year to which the Initial
|
(ii)
|
Effective for the period beginning as soon as administratively practicable following a Grantee’s employment termination date to the date the Grantee’s Account is distributed in full, the Committee, in its sole and absolute discretion, may designate the term “Applicable Interest Rate” for such Grantee’s Account to mean the lesser of: (A) the rate in effect under Paragraph 2(f)(i) or (B) the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to the Prime Rate plus one percent, compounded annually as of the last day of the calendar year. A Grantee’s re-employment by a Participating Company following an employment termination date shall not affect the Applicable Interest Rate that applies to the part of the Grantee’s Account (including interest credited with respect to such part of the Grantee’s Account) that was credited before such employment termination date. Notwithstanding the foregoing, the Committee may delegate its authority to determine the Applicable Interest Rate under this Paragraph 2(f)(ii) to an officer of the Company or committee of two or more officers of the Company.
|
(i)
|
Except as provided in Paragraph 2(j)(ii), “Change in Control” means the occurrence of any one or more of the following events:
|
(A)
|
following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act) (each, a “Person”), other than an employee benefit plan or trust maintained by the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors, unless a majority of the directors of the Company in office immediately preceding the date on which such Person acquires such beneficial ownership, by resolution negates the effectiveness of this provision in a particular circumstance);
|
(B)
|
at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board;
|
(C)
|
the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving the Company or any of its subsidiaries with any other corporation or entity, which would result in the combined voting power of the Company’s securities entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of the Company or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction, or (y) any sale, lease, exchange or other transfer to any Person of all or substantially all of the assets of the Company, in one transaction or a series of related transactions; or
|
(D)
|
the approval by the shareholders of the Company of a liquidation or dissolution of the Company.
|
(ii)
|
For purposes of Paragraph 8, and with respect to the distribution of amounts subject to an Award that constitute “deferred compensation” (within the meaning of Section 409A), the term “Change in Control” shall mean any transaction or series of transactions that constitutes a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A.
|
(i)
|
A Grantee whose employment by a Participating Company is terminated by death; or
|
(ii)
|
A Grantee who dies following termination of employment by a Participating Company.
|
(i)
|
Effective for the period extending from January 1, 2014 through December 31, 2018:
|
(A)
|
An Eligible Employee whose Annual Rate of Pay is $250,000 or more as of both: (x) the date on which an Initial Deferral Election or Regular Deferral Election is filed with the Committee; and (y) the first day of the calendar year in which such Initial Deferral Election or Regular Deferral Election is filed.
|
(B)
|
Each New Key Employee.
|
(C)
|
Each other employee of a Participating Company who is designated by the Committee, in its sole and absolute discretion, as a Deferral Eligible Employee.
|
(ii)
|
Effective on and after January 1, 2019:
|
(A)
|
An Eligible Employee whose Annual Rate of Pay is $350,000 or more as of both: (x) the date on which an Initial Deferral Election or Regular Deferral Election is filed with the Committee; and (y) the first day of the calendar year in which such Initial Deferral Election or Regular Deferral Election is filed.
|
(B)
|
Each New Key Employee.
|
(C)
|
Each other employee of a Participating Company who is designated by the Committee, in its sole and absolute discretion, as a Deferral Eligible Employee.
|
(i)
|
A Grantee’s substantial inability to perform Grantee’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of 12 consecutive months or for a cumulative period of 52 weeks in any two-calendar year period; or
|
(ii)
|
If different from the definition in Paragraph 2(u)(i) above, “Disability” as it may be defined in such Grantee’s employment agreement between the Grantee and the Company or an Affiliate, if any.
|
(i)
|
A Grantee whose employment by a Participating Company is terminated by reason of Disability;
|
(ii)
|
The duly-appointed legal guardian of an individual described in Paragraph 2(v)(i) acting on behalf of such individual.
|
(i)
|
If Shares or shares of any Other Investment Fund are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price of a share on the principal exchange on which shares are listed on the date of determination, or if such date is not a trading day, the next trading date.
|
(ii)
|
If Shares or shares of any Other Investment Fund are not so listed, but trades of shares are reported on the Nasdaq National Market, Fair Market Value shall be determined based on the last quoted sale price of a share on the Nasdaq National Market on the date of determination, or if such date is not a trading day, the next trading date.
|
(iii)
|
If Shares or shares of any Other Investment Fund are not so listed nor trades of shares so reported, Fair Market Value shall be determined by the Committee in good faith.
|
(A)
|
the Grantee’s Account under the 2005 Deferred Compensation Plan, to the extent credited to the Income Fund; plus
|
(B)
|
the Grantee’s Account under the 2002 Deferred Compensation Plan, to the extent credited to the Income Fund; plus
|
(C)
|
the portion of the Grantee’s Account under this Plan credited to the Income Fund.
|
(i)
|
such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;
|
(ii)
|
in the case of delegation to a person that is conditioned on such person’s continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or
|
(iii)
|
the delegate shall notify the Committee that he or she declines to continue to exercise such authority.
|
(i)
|
Initial Deferral Election.
|
(A)
|
Election. Each Grantee who is a Non-Employee Director or a Deferral Eligible Employee shall have the right to defer the receipt of some or all of the Shares issuable with respect to Restricted Stock Units as to which a Vesting Date has not yet occurred, by filing an Initial Deferral Election to defer the receipt of such Shares on a form provided by the Committee for this purpose.
|
(B)
|
Deadline for Initial Deferral Election. No Initial Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units that are not Performance-Based Compensation shall be effective unless it is filed with the Committee on or before the 30th day following the Date of Grant and 12 or more months in advance of the applicable Vesting Date. No Initial Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units that are Performance-Based Compensation shall be effective unless it is filed with the Committee at least six months before the end of the Performance Period during which such Performance-Based Compensation may be earned.
|
(ii)
|
Regular Deferral Election.
|
(A)
|
Election. Each Grantee who is a Deferral Eligible Employee shall have the right to defer the receipt of some or all of the Shares issuable with respect to Restricted Stock Units as to which a Vesting Date has not yet occurred, and that are not subject to an Initial Deferral Election, by filing a Regular Deferral Election to defer the receipt of such Shares on a form provided by the Committee for this purpose.
|
(B)
|
Deadline for Regular Deferral Election. No Regular Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units shall be effective unless it is filed with the Committee on or before the close of business at least one year before the scheduled Vesting Date of such Restricted Stock Units.
|
(i)
|
Initial Deferral Election. Except as otherwise specifically provided by the Plan, no distribution pursuant to an Initial Deferral Election may be made earlier than January 2nd of the third calendar year beginning after the Vesting Date, nor later than January 2nd of the eleventh calendar year beginning after the Vesting Date.
|
(ii)
|
Regular Deferral Election. No distribution pursuant to a Regular Deferral Election may be made before the fifth anniversary or later than the tenth anniversary of the scheduled Vesting Date of the Restricted Stock Units to which the Regular Deferral Election applies.
|
(i)
|
Each Active Grantee, and each Grantee designated by the Committee who has served as a Non-Employee Director or Section 16 Officer at any time on or after January 1, 2020 (whether or not such individual is an Active Grantee) (A) who has previously made an Initial Deferral Election or a
|
(ii)
|
A Deceased Grantee’s Successor-in-Interest may elect to file a Subsequent Deferral Election to defer the distribution date for the Deceased Grantee’s Shares issuable with respect to Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Deferral Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Deceased Grantee’s last Election.
|
(iii)
|
A Retired Grantee may elect to defer the distribution date of the Retired Grantee’s Shares issuable with respect to Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Deferral Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Retired Grantee’s last Election.
|
(i)
|
To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) to the extent permitted by Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor provision of law).
|
(ii)
|
To the extent necessary to comply with laws relating to avoidance of conflicts of interest, as provided in Treasury Regulation section 1.409A-3(j)(4)(iii) (or any successor provision of law).
|
(iii)
|
To pay employment taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vi) (or any successor provision of law).
|
(iv)
|
In connection with the recognition of income as the result of a failure to comply with Section 409A, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any successor provision of law).
|
(v)
|
To pay state, local or foreign taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xi) (or any successor provision of law).
|
(vi)
|
In satisfaction of a debt of a Grantee to a Participating Company where such debt is incurred in the ordinary course of the service relationship between the Grantee and the Participating Company, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision of law).
|
(vii)
|
In connection with a bona fide dispute as to a Grantee’s right to payment, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of law).
|
(i)
|
The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate to transfer the Company’s obligation to pay benefits with respect to such Grantee which have not become payable under this Plan, to another employer, whether through a deferred compensation plan, program or arrangement sponsored by such other employer or otherwise, or to another deferred compensation plan, program or arrangement sponsored by the Company or an Affiliate. Following the completion of such transfer, with respect to the benefit transferred, the Grantee shall have no further right to payment under this Plan.
|
(ii)
|
The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate to assume another employer’s obligation to pay benefits with respect to such Grantee which have not become payable under the deferred compensation plan, program or arrangement under which such future right to payment arose, to the Plan, or to assume a future payment obligation of the Company or an Affiliate under another plan, program or arrangement sponsored by the Company or an Affiliate. Upon the completion of the Plan’s assumption of such payment obligation, the Committee shall establish an Account for such Grantee, and the Account shall be subject to the rules of this Plan, as in effect from time to time.
|
(i)
|
In General. Except as otherwise provided in this Paragraph 8(j) or Paragraph 8(k), the value of a Grantee’s Account as of any date shall be determined as if it were invested in the Company Stock Fund.
|
(ii)
|
Credits to Other Investment Funds.
|
(A)
|
Post-Termination Elections. To the extent credited to the Income Fund, the Accounts of Non-Employee Directors and Section 16 Officers whose Subsequent Deferral Elections are made after their termination of service shall be credited to an Other Investment Fund. The Committee may designate the specific Other Investment Fund or Funds to which the Account of any individual who has terminated service to the Company shall be invested.
|
(B)
|
High Balance Participants. If a Grantee’s Income Fund exceeds the Income Fund Limit as of the last day of a Plan Year, the excess of (x) the amount credited to the Grantee’s Income Fund over (y) the Income Fund Limit shall be deemed transferred to an Other Investment Fund as of such last day of such Plan Year.
|
(C)
|
Section 16 Officers. Pursuant to rules established by the Committee or its delegate, a Section 16 Officer may elect to (x) transfer amounts credited to their Accounts that were previously subject to a Diversification Election and that are deemed to be invested in the Income Fund to an Other Investment Fund, or (y) transfer amounts credited to their Accounts that were previously subject to a Diversification Election and that are deemed to be invested in an Other Investment Fund to the Income Fund to the extent that immediately after such transfer, the amount credited to such Section 16 Officer’s Income Fund does not exceed the Income Fund Limit.
|
(D)
|
Subsequent Deferral Elections. Amounts subject to a Subsequent Deferral Election that takes effect while a Grantee’s Income Fund exceeds the Income Fund Limit shall be deemed invested in an Other Investment Fund.
|
(iii)
|
Protocol for Deemed Transfers between Income Fund and an Other Investment Fund. As provided in Article 8, the timing of distributions of amounts credited to a Grantee’s Account is established pursuant to Initial Deferral Elections, Regular Deferral Elections, and Subsequent Deferral Elections, and a Grantee may elect various distribution dates for amounts subject to Initial Deferral Elections, Regular Deferral Elections, and Subsequent Deferral Elections. Amounts deemed transferred from the Income Fund to Other Investment Funds as a result of the application of the Income Fund Limit or pursuant to elective transfers described in Paragraph 8(j)(ii)(C), and amounts deemed transferred from an Other Investment Fund to the Income Fund pursuant to elective transfers described in Paragraph 8(j)(ii)(C) shall be sourced and allocated on a uniform and consistent basis as determined by the Committee, provided that amounts transferred among Funds, and any income, gains, or losses credited with respect to such transferred amounts, shall continue to be subject to the distribution timing and manner of distribution election to which such amounts were subject immediately before the deemed transfer, and provided further than no
|
(i)
|
In General. Except as otherwise provided in Paragraph 8(k)(v):
|
(A)
|
A Diversification Election shall be available: (x) at any time that a Registration Statement filed under the 1933 Act (a “Registration Statement”) is effective with respect to the Plan; and (y) with respect to a Special Diversification Election, if and to the extent that the opportunity to make such a Special Diversification Election has been approved by the Committee or its delegate.
|
(B)
|
No approval is required for a Diversification Election other than a Special Diversification Election.
|
(ii)
|
Committee Approval of Special Diversification Elections. The opportunity to make a Special Diversification Election and the extent to which a Special Diversification Election applies to Deferred Stock Units credited to the Company Stock Fund may be approved or rejected by the Committee or its delegate in its sole discretion. A Special Diversification Election shall only be effective if (and to the extent) approved by the Committee or its delegate.
|
(iii)
|
Timing and Manner of Making Diversification Elections. Each Grantee and, in the case of a Deceased Grantee, the Successor-in-Interest, may make a Diversification Election to convert up to 40 percent (or in the case of a Special Diversification Election, up to the approved percentage) of Deferred Stock Units attributable to such Award credited to the Company Stock Fund to the Income Fund. Except as otherwise provided in Paragraph 8(j)(ii), no deemed transfers shall be permitted from the Income Fund to the Company Stock Fund. Diversification Elections under this Paragraph 8(k)(iii) shall be prospectively effective on the later of: (A) the date designated by the Grantee on a Diversification Election filed with the Committee; or (B) the business day next following the lapse of six months from the date Deferred Stock Units subject to the Diversification Election are credited to the Grantee’s Account. In no event may a Diversification Election be effective earlier than the business day next following the lapse of six (6) months from the date Deferred Stock Units are credited to the Account following the lapse of restrictions with respect to an Award.
|
(iv)
|
Interfund Transfers and Timing of Credits. Account balances subject to a Diversification Election under this Paragraph 8(k) shall be deemed transferred from the Company Stock Fund to the Income Fund or Other Investment Fund, as applicable, immediately following the effective date of such Diversification Election. The value of amounts deemed invested in the Income Fund or Other Investment Fund immediately following the effective date of a Diversification Election shall be based on hypothetical sales of Common Stock underlying the liquidated Deferred Stock Units (and, if applicable, hypothetical purchases of shares of Other Investment Funds) at Fair Market Value as of the effective date of a Diversification Election.
|
(v)
|
Diversification Limit. No Diversification Election or Special Diversification Election during a calendar year by an Eligible Employee shall be effective if the sum of (x) the value of the Eligible Employee’s
|
(i)
|
In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or the distribution of a Grantee’s Account, or if, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free of a substantial risk of forfeiture as the result of the Grantee’s
|
(ii)
|
Except as otherwise provided in this Paragraph 9(c)(ii), any tax withholding obligations incurred in connection with the grant of any Award, the occurrence of a Vesting Date under any Award under the Plan that is not subject to an Initial Deferral Election, Regular Deferral Election or Subsequent Deferral Election, or the distribution of the portion of a Grantee’s Account that is credited to the Company Stock Fund, shall be satisfied by the Company’s withholding a portion of the Shares subject to such Award having a Fair Market Value approximately equal to the minimum amount of taxes required to be withheld by the Company under applicable law, unless otherwise determined by the Committee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or more of the following:
|
(A)
|
To the extent permitted by applicable law, to have taxes withheld in excess of the minimum amount required to be withheld by the Company under applicable law, provided that the Grantee certifies in writing to the Company at the time of such election that the Grantee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value to be withheld by the Company in payment of withholding taxes in excess of such minimum amount;
|
(B)
|
With respect to tax liabilities arising on or after January 1, 2017, to have Shares otherwise deliverable to the Grantee after the application of the other provisions of this Paragraph 9(c)(ii) redeemed by the Company for the Fair Market Value of such Shares on the vesting date or other time of delivery of Shares, and have the cash proceeds of such redemption remitted by the Company to the Grantee to facilitate one or more estimated tax payments to the Internal Revenue Service or other taxing authority for the taxable year in which such vesting occurs, provided that the Grantee certifies in writing to the Company at the time of such election that the Grantee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value of such Shares to be redeemed by the Company; and
|
(C)
|
To pay to the Company in cash all or a portion of the taxes to be withheld in connection with such grant, Vesting Date or Account distribution.
|
(iii)
|
If part of a Grantee’s Award is subject to an Initial Deferral Election or a Regular Deferral Election, or, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free of a substantial risk of forfeiture as the result of the satisfaction of a performance or service condition, or the Grantee’s satisfaction of the age and service conditions for retirement eligibility, and, as a result thereof, employment tax liabilities arise, then, except to the extent the Grantee affirmatively elects otherwise as part of the Initial Deferral Election or Regular Deferral Election, the Grantee shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements. As part of the Grantee’s Initial Deferral Election or Regular Deferral Election, the Grantee may elect that Shares subject to such Award be withheld by the Company to the extent necessary to pay such employment tax liabilities (on a fully grossed-up basis to cover income and other withholding tax liabilities that may arise in connection with such an event), notwithstanding that such Shares may not yet have vested and become deliverable in accordance with the terms of the Award. Shares withheld pursuant to this Paragraph 9(c)(iii) shall be deemed allocated and offset against the number of Restricted Stock Units that may become subject to vesting under the terms of the Award on a basis pro rata to the Restricted Stock Units that give rise to the employment tax liabilities. With respect to any Grantee under the Plan who is subject to the short-swing profit recapture rules of section 16(b) of the 1934 Act, the requirement to withhold Shares pursuant to this Paragraph 9(c)(iii) is intended to permit such Grantees to obtain the benefit of section 16(b)(3)(e) of the 1934 Act.
|
2.
|
DEFINITIONS
|
Director Annual Retainer
|
$110,000, subject to election to receive up to half in the form of Comcast Corporation Class A Common Stock
|
Board Meeting Fee
|
None1
|
Audit Committee Annual Retainer - Chair
|
$40,000
|
Compensation Committee Annual Retainer - Chair
|
$40,000
|
Governance and Directors Nominating Committee Annual Retainer - Chair
|
$20,000
|
Other Committee Annual Retainer - Chair
|
$10,000
|
Audit Committee Annual Retainer - Member
|
$15,000
|
Compensation Committee Annual Retainer - Member
|
$15,000
|
Governance and Directors Nominating Committee Annual Retainer - Member
|
$12,500
|
Other Committee Annual Retainer - Member
|
$7,500
|
Annual Restricted Stock Unit Grant
|
Shares having a Fair Market Value on the date of grant of $195,000
|
1.
|
Subparagraph 5(b) of the Agreement is hereby deleted in its entirety.
|
2.
|
Clause (D) of subparagraph 11(b)(i) of the Agreement (and the word “and” immediately preceding clause (D)) are hereby deleted in their entirety, and the word “and” shall be inserted before “(C)” in such subparagraph.
|
3.
|
Clause (B) of subparagraph 11(b)(ii) of the Agreement is hereby deleted in its entirety, including the reference to “and (B)” in the last sentence of such subparagraph, and clause (C) of such subparagraph shall become a new clause (B).
|
4.
|
Clause (A)(1) of subparagraph 11(d)(ii) of the Agreement is hereby amended and restated to read in its entirety as follows: “(1) for the period through the date on which the Term would have expired, without any further automatic extensions, had no termination occurred on the Date of Termination (the “End Date”), on a monthly basis, Employee’s Base Salary at the highest annual rate in effect at any time during the Term;”.
|
5.
|
Clause (B) of subparagraph 11(d)(ii) of the Agreement is hereby deleted in its entirety, and clause (C) of such subparagraph shall become a new clause (B) and the word “and” shall be inserted before the new clause (B).
|
6.
|
Other than as amended hereby, the Agreement remains in full force and effect.
|
1.
|
Subparagraph 3(e)(ii) of the Agreement is hereby deleted in its entirety.
|
2.
|
Other than as amended hereby, the Agreement remains in full force and effect.
|
1.
|
Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.
|
2.
|
Other than as amended hereby, the Agreement remains in full force and effect.
|
1.
|
Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.
|
2.
|
Other than as amended hereby, the Agreement remains in full force and effect.
|
1.
|
Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.
|
2.
|
Other than as amended hereby, the Agreement remains in full force and effect.
|
Legal Name
|
State/Country of Organization
|
Bravo Media LLC
|
NY
|
Centaur Funding Corporation
|
Cayman Islands
|
CNBC LLC
|
DE
|
Comcast ABB Note Consolidation, Inc.
|
DE
|
Comcast Bidco Holdings Limited
|
United Kingdom
|
Comcast Bidco Limited
|
United Kingdom
|
Comcast Business Communications, LLC
|
PA
|
Comcast Cable Communications Management, LLC
|
DE
|
Comcast Cable Communications, LLC
|
DE
|
Comcast Holdings Corporation
|
PA
|
Comcast Hulu Holdings, LLC
|
DE
|
Comcast Interactive Media, LLC
|
DE
|
Comcast IP Phone, LLC
|
PA
|
Comcast MO Investments, LLC
|
DE
|
Comcast of Arkansas/Louisiana/Minnesota/Mississippi/Tennessee, LLC
|
DE
|
Comcast of Baltimore City, LLC
|
CO
|
Comcast of Boston, Inc.
|
NY
|
Comcast of California II, LLC
|
DE
|
Comcast of California III, Inc.
|
PA
|
Comcast of California IX, Inc.
|
PA
|
Comcast of California/Colorado, LLC
|
DE
|
Comcast of California/Colorado/Florida/Oregon, Inc.
|
PA
|
Comcast of California/Colorado/Illinois/Indiana/Michigan, LLC
|
DE
|
Comcast of California/Maryland/Pennsylvania/Virginia/West Virginia, LLC
|
DE
|
Comcast of California/Massachusetts/Michigan/Utah, LLC
|
DE
|
Comcast of Chicago, Inc.
|
IL
|
Comcast of Colorado IX, LLC
|
DE
|
Comcast of Colorado/Pennsylvania/West Virginia, LLC
|
DE
|
Comcast of Connecticut, Inc.
|
OK
|
Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North Carolina/Virginia/Vermont, LLC
|
DE
|
Comcast of Delmarva, LLC
|
DE
|
Comcast of Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC
|
CO
|
Comcast of Garden State, L.P.
|
DE
|
Comcast of Georgia/Illinois/Michigan, LLC
|
FL
|
Comcast of Georgia/South Carolina, LLC
|
CO
|
Comcast of Houston, LLC
|
DE
|
Comcast of Illinois VI, LLC
|
DE
|
Comcast of Illinois XI, LLC
|
DE
|
Comcast of Illinois/Indiana/Ohio, LLC
|
DE
|
Comcast of Illinois/West Virginia, LLC
|
DE
|
Comcast of Maine/New Hampshire, Inc.
|
NH
|
Comcast of Maryland Limited Partnership
|
MD
|
Comcast of Maryland, LLC
|
CO
|
Comcast of Massachusetts II, Inc.
|
DE
|
Comcast of Massachusetts III, Inc.
|
DE
|
Comcast of Minnesota, Inc.
|
PA
|
Comcast of Minnesota/Wisconsin, Inc.
|
PA
|
Comcast of New Jersey II, LLC
|
DE
|
Comcast of Oregon II, Inc.
|
OR
|
Comcast of Philadelphia II, LLC
|
DE
|
Comcast of Potomac, LLC
|
DE
|
Comcast of South Jersey, LLC
|
DE
|
Comcast of Southeast Pennsylvania, LLC
|
DE
|
Comcast of the South
|
CO
|
Comcast of Utah II, Inc.
|
PA
|
Comcast OTR1, LLC
|
DE
|
Comcast Ventures, LP
|
DE
|
E! Entertainment Television, LLC
|
DE
|
MSNBC Cable L.L.C.
|
DE
|
NBC Olympics LLC
|
DE
|
NBC Sports Network, L.P.
|
DE
|
NBC West, LLC
|
DE
|
NBCU New Site Holdings LLC
|
DE
|
NBCUniversal Enterprise, Inc.
|
DE
|
NBCUniversal Media, LLC
|
DE
|
NBCUniversal Shared Services, LLC
|
DE
|
NBCUniversal, LLC
|
DE
|
Pacific Regional Programming Partners
|
NY
|
Sky CP Limited
|
United Kingdom
|
Sky Deutschland Fernsehen GmbH & Co. KG
|
Germany
|
Sky German Holdings GmbH
|
Germany
|
Sky International Operations Limited
|
United Kingdom
|
Sky Italia S.r.l.
|
Italy
|
Sky Italian Holdings S.p.A.
|
Italy
|
Sky Limited
|
United Kingdom
|
Sky Subscribers Services Limited
|
United Kingdom
|
Sky Telecommunications Services Limited
|
United Kingdom
|
Sky UK Limited
|
United Kingdom
|
Telemundo Network Group LLC
|
DE
|
TGC, LLC
|
DE
|
Universal City Development Partners, Ltd.
|
FL
|
Universal City Studios LLC
|
DE
|
Universal City Studios Productions LLLP
|
DE
|
Universal Content Productions LLC
|
DE
|
Universal Film Exchanges LLC
|
DE
|
Universal Studios International B.V.
|
The Netherlands
|
Universal Studios Limited
|
United Kingdom
|
Universal Studios LLC
|
DE
|
Universal Television LLC
|
NY
|
Universal Television Networks
|
NY
|
USJ LLC
|
Japan
|
/S/ DELOITTE & TOUCHE LLP
|
Philadelphia, Pennsylvania
|
January 30, 2020
|
/S/ DELOITTE & TOUCHE LLP
|
New York, New York
|
January 30, 2020
|
1.
|
I have reviewed this Annual Report on Form 10-K of Comcast Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ BRIAN L. ROBERTS
|
Name: Brian L. Roberts
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Comcast Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ MICHAEL J. CAVANAGH
|
Name: Michael J. Cavanagh
|
Title: Chief Financial Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of NBCUniversal Media, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ BRIAN L. ROBERTS
|
Name: Brian L. Roberts
|
Title: Principal Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of NBCUniversal Media, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ MICHAEL J. CAVANAGH
|
Name: Michael J. Cavanagh
|
Title: Principal Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Comcast Corporation.
|
/s/ BRIAN L. ROBERTS
|
Name: Brian L. Roberts
|
Title: Chief Executive Officer
|
/s/ MICHAEL J. CAVANAGH
|
Name: Michael J. Cavanagh
|
Title: Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NBCUniversal Media, LLC.
|
/s/ BRIAN L. ROBERTS
|
Name: Brian L. Roberts
|
Title: Principal Executive Officer
|
/s/ MICHAEL J. CAVANAGH
|
Name: Michael J. Cavanagh
|
Title: Principal Financial Officer
|