UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2011

Comcast Corporation

(Exact Name of Registrant

as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

 

001-32871		27-0000798
(Commission File Number)		(IRS Employer Identification No.)
One Comcast Center Philadelphia, PA		19103-2838
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 286-1700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

£

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition

On August 3, 2011, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and six months ended June 30, 2011. The press release is attached hereto as Exhibit 99.1. Exhibit 99.2 sets forth the reasons Comcast believes that presentation of the non-GAAP financial measures contained in the press release provides useful information to investors regarding Comcast’s financial condition and results of operations. To the extent material, Exhibit 99.2 also discloses the additional purposes, if any, for which Comcast’s management uses these non-GAAP financial measures. A reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures is included in the press release itself. Comcast does not intend for this Item 2.02 or Exhibit 99.1 or Exhibit 99.2 to be treated as “filed” under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01. Exhibits

 

Exhibit Number		Description
99.1		Comcast Corporation press release dated August 3, 2011.
99.2		Explanation of Non-GAAP and Other Financial Measures.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		COMCAST CORPORATION
Date: August 3, 2011		By:		/s/ Lawrence J. Salva
				Lawrence J. Salva Senior Vice President, Chief Accounting Officer                 and Controller (Principal Accounting Officer)

Exhibit 99.1

 

PRESS RELEASE

 

 

Investor Contacts:						Press Contacts:
Marlene S. Dooner		(215) 286-7392				D’Arcy Rudnay		(215) 286-8582
Jane B. Kearns		(215) 286-4794				John Demming		(215) 286-8011
Michael A. Kelman		(215) 286-3035

COMCAST REPORTS 2^nd QUARTER 2011 RESULTS

Strong Financial and Operating Momentum

Consolidated Revenue Increased 50.5%, Operating Cash Flow Increased 28.5% and Operating Income Increased 41.4%

EPS Increased 19.4% to $0.37; Excluding Transaction-Related Costs and a Non-Cash Tax Charge, EPS Increased 27.3% to $0.42

Dividends and Share Repurchases Totaled $836 Million

Philadelphia, PA – August 3, 2011 …Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter ended June 30, 2011.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “We generated strong operating and financial results in the second quarter across our cable and content businesses. In cable we saw continued improvement in customer metrics, real strength in our high-speed internet service and strong momentum in business services. With faster internet speeds, new and easier ways to access and enjoy our services and more rapid innovations, we are consistently enhancing our customers’ experience. I am also pleased with the performance of NBCUniversal, which posted double-digit revenue growth in each of its segments. We are confident that the strategic investments we continue to make at NBCUniversal and Comcast Cable are strengthening our businesses, driving profitable growth and building value for our shareholders.”

 

Consolidated Financial Results

 

Revenue increased 50.5% in the second quarter of 2011 to $14.3 billion, while Operating Cash Flow increased 28.5% to $4.8 billion and Operating Income increased 41.4% to $2.9 billion, primarily reflecting strong results and the consolidation of NBCUniversal.

For the six months ended June 30, 2011, revenue increased 41.3% to $26.5 billion, while operating cash flow increased 21.4% to $8.9 billion and operating income increased 28.6% to $5.2 billion.

For additional detail on segment revenue and expenses, customer metrics, capital expenditures, and free cash flow, please refer to the trending schedules on Comcast’s Investor Relations website at www.cmcsa.com or www.cmcsk.com.

 

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Earnings per Share¹ (EPS) for the second quarter of 2011 was $0.37, a 19.4% increase from the $0.31 reported in the second quarter of 2010. Excluding NBCUniversal transaction and related costs and a $137 million non-cash, non-recurring income tax charge resulting from a state tax law change, EPS increased 27.3% to $0.42 compared to $0.33 in the second quarter of 2010 (see Table 4).

EPS for the six months ended June 30, 2011 was $0.70, a 12.9% increase from the $0.62 reported in the prior year. Excluding the items noted above, EPS for the six months ended June 30, 2011 increased 20.3% to $0.77 compared to $0.64 in 2010 (see Table 4).

Free Cash Flow (excluding any impact from the Economic Stimulus packages) increased 12.2% to $1.5 billion in the second quarter of 2011 compared to $1.4 billion in last year’s second quarter. The increase in free cash flow primarily reflects growth in consolidated operating cash flow, partially offset by increases in working capital, cash interest expense and capital expenditures. Free cash flow for the six months ended June 30, 2011 increased 15.4% to $3.7 billion compared to $3.2 billion in 2010.

 

Note: The definition of Free Cash Flow excludes any impact from the 2008-2011 Economic Stimulus packages. These amounts have been excluded from Free Cash Flow to provide an appropriate comparison. NM=comparison not meaningful.

Share Repurchases and Dividends. During the second quarter of 2011, Comcast repurchased 22.6 million of its common shares for $525 million. Year-to-date, Comcast has repurchased 45.9 million of its common shares for $1.1 billion. As of June 30, 2011, Comcast had approximately $1.1 billion of availability remaining under its share repurchase authorization. In addition, during the second quarter of 2011, Comcast paid dividends totaling $311 million.

Pro Forma Financial Results

 

Pro forma results are presented as if the NBCUniversal transaction, which closed on January 28, 2011, was effective on January 1, 2010. These results are based on historical results of operations, adjusted for the effects of acquisition accounting and eliminating the costs and expenses directly related to the transaction, and are not necessarily indicative of what the results would have been had Comcast operated NBCUniversal since January 1, 2010. These adjustments are subject to change as acquisition accounting is finalized (see Table 5 for reconciliations of pro forma financial information).

Consolidated Pro Forma Revenue increased 9.4% to $14.3 billion compared to $13.1 billion in the second quarter of 2010. Consolidated Pro Forma Operating Cash Flow increased 6.7% to $4.8 billion compared to $4.5 billion in last year’s second quarter. Included in pro forma operating cash flow for the second quarter of 2011 are acquisition-related accounting revisions and costs totaling $131 million. Excluding these costs, pro forma operating cash flow increased 9.6% (see Table 6).

 

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For the six months ended June 30, 2011, consolidated pro forma revenue increased 4.6% to $27.6 billion compared to $26.4 billion in 2010. Excluding revenue generated by the 2010 Vancouver Olympics, pro forma revenue increased 7.8%. Consolidated pro forma operating cash flow increased 7.2% to $9.0 billion compared to $8.4 billion in the first six months of 2010. Excluding the Olympics and acquisition-related accounting revisions and costs, operating cash flow increased 7.0% (see Table 6).

Cable Communications

 

Pro forma Cable Communications (“Cable”) results include video, high-speed internet, voice, advertising and business services operations and the businesses of Comcast Interactive Media that were not contributed to NBCUniversal. Pro forma Cable results exclude the regional sports networks, which were contributed to NBCUniversal.

 

Revenue. For the second quarter of 2011, Cable revenue increased 5.6% to $9.3 billion compared to $8.8 billion in the second quarter of 2010. This increase was driven by a 10.3% increase in high-speed internet revenue and a 41.7% increase in business services revenue. Advertising revenue increased 3.7%, reflecting a slowdown in automotive advertising and lower political advertising in the second quarter of 2011. Monthly average total revenue per video customer increased 8.9% to $137.51, reflecting a growing number of residential customers taking multiple products, rate adjustments and a higher contribution from business services.

For the six months ended June 30, 2011, Cable revenue increased 5.7% to $18.4 billion compared to $17.4 billion in 2010.

Operating Cash Flow. For the second quarter of 2011, Cable operating cash flow increased 6.8% to $3.9 billion compared to $3.6 billion in last year’s second quarter, primarily reflecting continued operational efficiencies, partially offset by increases in video programming and marketing expenses. This quarter’s operating cash flow margin was 41.6% compared to 41.2% in the second quarter of 2010.

For the six months ended June 30, 2011, Cable operating cash flow increased 7.2% to $7.6 billion compared to $7.1 billion in 2010. Year-to-date operating cash flow margin was 41.4% compared to 40.9% in 2010.

Capital Expenditures. For the second quarter of 2011, Cable capital expenditures increased 5.5% to $1.2 billion, reflecting increased investment in network infrastructure to enable product enhancements, including faster speeds in high-speed internet, as well as increased investment to support expansion in business services. Cable capital expenditures equaled 12.6% of Cable revenue in the second quarter of 2011.

For the six months ended June 30, 2011, Cable capital expenditures increased 10.0% to $2.2 billion, representing 12.1% of Cable revenue.

 

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Customers. In the second quarter, combined video, high-speed internet and voice customers increased by 99,000, an 18.2% increase compared to second quarter 2010 net additions. For the six months ended June 30, 2011, combined video, high-speed internet and voice customers increased by 737,000, a 9.5% increase compared to net additions in the first six months of 2010. As of June 30, 2011, video, high-speed internet and voice customers totaled 49.1 million, an increase of 1.4 million or 2.8% in the past twelve months.

 

NBCUniversal

 

Pro forma NBCUniversal results include national cable programming networks, the NBC network and owned NBC affiliated local television stations, the Telemundo network and owned Telemundo affiliated local television stations, Universal Pictures filmed entertainment, the Universal Studios Hollywood theme park, and other related assets. Comcast’s national cable programming networks, regional sports networks (RSNs), Daily Candy and Fandango, which were contributed to NBCUniversal, are also included in these results.

Revenue for NBCUniversal increased 17.1% to $5.2 billion in the second quarter of 2011 compared to $4.4 billion in the second quarter of 2010. Operating Cash Flow increased 5.2% to $1.0 billion compared to $952 million in last year’s second quarter. Excluding acquisition-related accounting revisions and costs totaling $131 million in the second quarter of 2011, operating cash flow increased 18.9% to $1.1 billion (see Table 6).

For the six months ended June 30, 2011, NBCUniversal revenue of $9.5 billion increased 2.0% compared to $9.3 billion in 2010. Excluding the impact of the Vancouver Olympics in 2010, revenue increased 11.4%. Operating cash flow increased 5.1% to $1.5 billion compared to $1.4 billion in the first six months of 2010. Excluding the Olympics and acquisition-related accounting revisions and costs, operating cash flow increased 4.5% to $1.7 billion (see Table 6).

 

Cable Networks

For the second quarter of 2011, revenue from the Cable Networks segment increased 12.6% to $2.2 billion compared to $1.9 billion in the second quarter of 2010, driven by a 10.3% increase in distribution revenue, a 10.3% increase in advertising revenue and a 44.0% increase in other revenue primarily due to

 

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increases in the licensing of owned content from the cable production studio. Operating cash flow increased 1.1% to $846 million compared to $837 million in the second quarter of 2010, reflecting higher revenue, partially offset by increased investment in original programming and higher marketing expenses to support the launch of new programming across a number of its cable networks. In addition, operating cash flow includes acquisition-related accounting revisions totaling $48 million. Excluding these accounting revisions, Cable Networks operating cash flow increased 6.8% to $894 million (see Table 6).

For the six months ended June 30, 2011, revenue from the Cable Networks segment increased 13.0% to $4.2 billion compared to $3.7 billion in 2010. Operating cash flow increased 4.0% to $1.7 billion compared to $1.6 billion in the first six months of 2010. Excluding acquisition-related accounting revisions, operating cash flow increased 7.1% to $1.7 billion (see Table 6).

Broadcast Television

For the second quarter of 2011, revenue from the Broadcast Television segment increased 18.5% to $1.7 billion compared to $1.4 billion in the second quarter of 2010, reflecting higher advertising revenue from improved pricing and ratings at the NBC broadcast network, as well as higher content licensing revenue that includes the immediate recognition of revenue related to prior season and library content under a new licensing agreement. Second quarter operating cash flow increased 8.8% to $190 million compared to $175 million in the second quarter of 2010, primarily reflecting higher revenue, partially offset by continuing investment in network programming and higher news coverage costs. In addition, operating cash flow includes acquisition-related accounting revisions totaling $56 million. Excluding these accounting revisions, Broadcast Television operating cash flow increased 40.8% to $246 million (see Table 6).

For the six months ended June 30, 2011, revenue from the Broadcast Television segment decreased 13.1% to $3.0 billion compared to $3.5 billion in 2010 due to $782 million of revenue generated by the 2010 Vancouver Olympics. Excluding the impact of the Olympics, revenue increased 11.8%. Operating cash flow was $210 million compared to a loss of $7 million in the first six months of 2010. Excluding the $223 million loss from the Olympics and acquisition-related accounting revisions, operating cash flow increased 23.2% to $266 million (see Table 6).

Filmed Entertainment

For the second quarter of 2011, revenue from the Filmed Entertainment segment increased 21.0% to $1.3 billion compared to $1.0 billion in the second quarter of 2010, driven by higher theatrical revenue from the strong box office performance of Fast Five and Bridesmaids, partially offset by lower content licensing and home entertainment revenue. Second quarter operating cash flow was $27 million compared to $4 million in the second quarter of 2010, reflecting strong revenue growth, partially offset by higher marketing for current quarter and upcoming theatrical releases. In addition, second quarter 2011 operating cash flow includes acquisition-related accounting revisions totaling $20 million (see Table 6).

For the six months ended June 30, 2011, revenue from the Filmed Entertainment segment increased 6.3% to $2.2 billion compared to $2.1 billion in 2010. Operating cash flow was a loss of $119 million compared to a loss of $8 million in the first six months of 2010.

Theme Parks

Theme Parks segment revenue includes the results of Universal Hollywood, management fees from Universal Orlando and international licensing fees. Operating cash flow includes the results of Universal Hollywood and the equity income (loss) from Universal Orlando, which is eliminated from total NBCUniversal operating cash flow through NBCUniversal Headquarters, Other and Eliminations.

For the second quarter of 2011, revenue from the Theme Parks segment increased 22.5% to $147 million compared to $120 million in the second quarter of 2010, reflecting the strong performance at the Hollywood park and higher fees from the Orlando parks. Second quarter operating cash flow was $119 million compared to $46 million in the same period last year. Second quarter 2011 operating cash flow includes $53 million of equity income from Universal Orlando compared to $2 million in last year’s second quarter, driven by the strength of The Wizarding World of Harry Potter^TM attraction.

For the six months ended June 30, 2011, revenue from the Theme Parks segment increased 19.9% to $242 million compared to $202 million in 2010. Operating cash flow was $160 million compared to $41 million in the first six months of 2010.

 

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Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations between the NBCUniversal businesses and equity income from Universal Orlando. Also included in these expenses are non-recurring transaction-related costs during the second quarter of 2011 that totaled $6 million. For the six months ended June 30, 2011, non-recurring transaction-related costs totaled $98 million.

Corporate, Other and Eliminations

 

Pro forma Corporate, Other and eliminations includes corporate operations, Comcast-Spectacor and eliminations between Comcast's businesses. For the second quarter of 2011, Corporate and Other revenue and eliminations were ($187) million compared to ($163) million in 2010, reflecting a lower contribution from Comcast-Spectacor and higher intersegment eliminations. The operating cash flow loss was $86 million compared to a loss of $92 million for the same time period in 2010, reflecting lower corporate overhead.

For the six months ended June 30, 2011, Corporate and Other revenue and eliminations were ($330) million compared to ($354) million in 2010. The operating cash flow loss was $164 million compared to a loss of $181 million in the first six months of 2010.

Notes:

 

1	Earnings per share amounts are presented on a diluted basis.

All percentages are calculated on whole numbers. Differences may exist due to rounding.

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Conference Call Information

Comcast Corporation will host a conference call with the financial community today, August 3, 2011 at 8:30 a.m. Eastern Time (ET). The conference call and related materials will be broadcast live and posted on its Investor Relations website at www.cmcsa.com or www.cmcsk.com. Those parties interested in participating via telephone should dial (800) 263-8495 with the conference ID number 77696651. A replay of the call will be available starting at 12:30 p.m. ET on August 3, 2011, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Wednesday, August 10, 2011 at midnight ET, please dial (800) 642-1687 and enter the conference ID number 77696651. To automatically receive Comcast financial news by email, please visit www.cmcsa.com or www.cmcsk.com and subscribe to email alerts.

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Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. Readers are directed to Comcast’s periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. We undertake no obligation to update any forward-looking statements.

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Non-GAAP Financial Measures

In this discussion, we sometimes refer to financial measures that are not presented according to generally accepted accounting principles in the U.S. (GAAP). Certain of these measures are considered “non-GAAP financial measures” under the SEC regulations; those rules require the supplemental explanations and reconciliations that are in Comcast’s Form 8-K (Quarterly Earnings Release) furnished to the SEC.

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About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com) is one of the nation's leading providers of entertainment, information and communications products and services. Comcast is principally involved in the operation of cable systems through Comcast Cable Communications and in the development, production and distribution of entertainment, news, sports and other content for global audiences through NBCUniversal. Comcast Cable Communications is one of the nation's largest video, high-speed Internet and phone providers to residential and business customers. Comcast is the majority owner and manager of NBCUniversal, which owns and operates entertainment and news cable networks, the NBC and Telemundo broadcast networks, local television station groups, television production operations, a major motion picture company and theme parks.

 

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TABLE 1 Condensed Consolidated Statement of Income (Unaudited)

 

 

 

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TABLE 2 Condensed Consolidated Balance Sheet (Unaudited)

 

 

 

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TABLE 3 Consolidated Statement of Cash Flows (Unaudited)

 

 

 

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TABLE 4 Supplemental Information   Alternate Presentation of Net Cash Provided by Operating Activities and Free Cash Flow (Unaudited)

 

 

Reconciliation of EPS Excluding Unfavorable Income Tax Adjustments and NBCUniversal Transaction and Related Costs (Unaudited)

 

 

 

(1)

Based on diluted weighted-average number of common shares for the respective periods as presented in Table 1.

 

(2)

2011 Net Income attributable to Comcast Corporation includes an unfavorable tax adjustment due to new state tax legislation of $137 million in total.

 

(3)

2nd quarter 2010 Net Income attributable to Comcast Corporation includes $22 million of operating costs and expenses, $2 million of interest expense and $35 million of other expense ($59 million in total, $36 million net of tax) related to the NBCUniversal Transaction. 2010 year to date Net Income attributable to Comcast Corporation includes $36 million of operating costs and expenses, $4 million of interest expense and $48 million of other expense ($88 million in total, $53 million net of tax) related to the NBCUniversal Transaction. 2011 year to date Net Income attributable to Comcast Corporation includes $63 million of operating costs and expenses and $16 million of other expense ($80 million in total, $51 million net of tax) related to the NBCUniversal Transaction.

 

(4)

1st quarter 2011 Net Income attributable to Comcast Corporation includes $44 million in Transaction-Related costs, $14 million net of tax and non-controlling interest. 2nd quarter 2011 Net Income attributable to Comcast Corporation includes $6 million in Transaction-Related costs, $2 million net of tax and non-controlling interest.

Note: Minor differences may exist due to rounding.

 

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TABLE 5   Reconciliation of GAAP to Pro Forma(1) Financial Information (Unaudited)

 

 

 

(1)

Pro Forma information is presented as if the NBCUniversal transaction occurred January 1, 2010. This information is based on historical results of operations, adjusted for the effects of acquisition accounting and eliminating the costs and expenses directly related to the transaction, and is not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. Pro forma adjustments have been made for the purpose of providing pro forma financial information based on current estimates and currently available information, and are subject to revision based on final determinations of fair value and the final allocation of purchase price to the assets and liabilities of the businesses acquired.

Reconciliation of GAAP to Pro Forma⁽¹⁾ NBCUniversal Segment Financial Information (Unaudited)

 

 

 

(1)

Pro Forma information is presented as if the NBCUniversal transaction occurred January 1, 2010. This information is based on historical results of operations, adjusted for the effects of acquisition accounting and eliminating the costs and expenses directly related to the transaction, and is not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. Pro forma adjustments have been made for the purpose of providing pro forma financial information based on current estimates and currently available information, and are subject to revision based on final determinations of fair value and the final allocation of purchase price to the assets and liabilities of the businesses acquired.

 

(2)

Actual amounts include the results of operations for the Comcast Content Business, which represents our national programming and regional sports and news networks and Internet assets that were contributed to NBCUniversal, for the six months ended June 30, 2011 and 2010 and the results of operations for the NBCUniversal acquired businesses for the period January 29 through June 30, 2011.

 

(3)

Pro forma amounts include the results of operations for the NBCUniversal acquired businesses from January 1, 2011 through January 28, 2011 and for the six months ended June 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal transaction occurred on January 1, 2010 including the effects of acquisition accounting and eliminating operating costs and expenses directly related to the transaction, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010.

 

(4)

Pro forma combined amounts represent our results of operations as if the NBCUniversal transaction occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the business since January 1, 2010.

 

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TABLE 6
Reconciliation of Consolidated Pro Forma Revenue and Operating Cash Flow Excluding 2010 Olympics, Acquisition Accounting Revisions and NBCUniversal Transaction-Related Costs (Unaudited)

 

 

Reconciliation of Consolidated Pro Forma NBCUniversal Revenue and Operating Cash Flow Excluding 2010 Olympics, Acquisition Accounting Revisions and NBCUniversal Transaction Related Costs (Unaudited)

 

 

Reconciliation of Pro Forma Cable Networks Operating Cash Flow Excluding Acquisition Accounting Revisions (Unaudited)

 

 

Reconciliation of Pro Forma Broadcast Television Revenue and Operating Cash Flow Excluding 2010 Olympics and Acquisition Accounting Revisions (Unaudited)

 

 

Reconciliation of Pro Forma Filmed Entertainment Operating Cash Flow Excluding Acquisition Accounting Revisions (Unaudited)

 

 

 

(1)

Acquisition accounting revisions include the effect of changes in estimates related to the acquisition of NBCUniversal.

 

(2)

NBCUniversal transaction-related costs are associated with severance and other related compensation charges.

Note: Minor differences may exist due to rounding.

 

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Exhibit 99.2 – Explanation of Non-GAAP and Other Financial Measures

This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Comcast Corporation (“Company”, “we”, “us” or “our”) sets forth the reasons we believe that presentation of financial measures not in accordance with generally accepted accounting principles in the United States (GAAP) contained in the earnings press release filed as Exhibit 99.1 to the Current Report on Form 8-K provides useful information to investors regarding our financial condition and results of operations. To the extent material, this Exhibit also discloses the additional purposes, if any, for which our management uses these non-GAAP financial measures. A reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures is included in the earnings press release itself.

Operating Cash Flow is the primary basis used to measure the operational strength and performance of our businesses. Free Cash Flow and Unlevered Free Cash Flow are additional performance measures used as indicators of our ability to service and repay debt, make investments and return capital to investors, through stock repurchases and dividends. We also adjust certain historical data on a pro forma basis following certain acquisitions or dispositions to enhance comparability.

Operating Cash Flow is defined as operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on sale of assets, if any. This measure eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of certain of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital structure or investment activities, except for in the Theme Parks segment, where we also include the equity in income (loss) of investees in measuring Operating Cash Flow. This amount is not included when we measure NBCUniversal and our consolidated Operating Cash Flow. Our management and Board of Directors use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that Operating Cash Flow is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure of Operating Cash Flow may not be directly comparable to similar measures used by other companies.

Because we use Operating Cash Flow to measure our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with GAAP, in the business segment footnote to our quarterly and annual consolidated financial statements. Therefore, we believe our measure of Operating Cash Flow for our segments is not a “non-GAAP financial measure” as contemplated by Regulation G adopted by the Securities and Exchange Commission. Consolidated Operating Cash Flow is a non-GAAP financial measure.

Free Cash Flow, which is a non-GAAP financial measure, is defined as “Net Cash Provided by Operating Activities” (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures, cash paid for intangible assets and cash distributions to noncontrolling interests; and adjusted for any payments and receipts related to certain nonoperating items, net of estimated tax benefits (such as income taxes on investment sales and nonrecurring payments related to income tax and litigation contingencies of acquired companies). Unlevered Free Cash Flow is Free Cash Flow before cash paid interest. We believe that Free Cash Flow and Unlevered Free Cash Flow are also useful to investors as the basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow and Unlevered Free Cash Flow may not be comparable to similar measures used by other companies.

Pro forma data is used by management to evaluate performance when certain acquisitions or dispositions occur. Historical data reflects results of acquired businesses only after the acquisition dates while pro forma data enhances comparability of financial information between periods by adjusting the data as if the acquisitions or dispositions occurred at the beginning of the preceding year. Our pro forma data is adjusted for the timing of acquisitions or dispositions, the effects of acquisition accounting, eliminating the costs and expenses directly related to the transaction, but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. We do not believe our pro forma data is a non-GAAP financial measure as contemplated by Regulation G.

In certain circumstances we also present “adjusted” data, to exclude certain gains, losses or other charges, net of tax (such as from the sales of investments or dispositions of businesses). This “adjusted” data is a non-GAAP financial measure. We believe, among other things, that the “adjusted” data may help investors evaluate our ongoing operations and can assist in making meaningful period-over-period comparisons.

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Exhibit 99.2 – Explanation of Non-GAAP and Other Financial Measures, cont’d

Non-GAAP financial measures should not be considered as substitutes for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.

Additionally, in the opinion of management, our pro forma data is not necessarily indicative of future results or what our results would have been had the acquired businesses been operated by us after the assumed earlier date.

We provide reconciliations of Free Cash Flow in Exhibit 99.1 to this current report on Form 8-K, Consolidated Operating Cash Flow in Table 1 set forth in Exhibit 99.1 to this Current Report on Form 8-K and “adjusted” data in Tables 4 and 6 set forth in Exhibit 99.1 to this Current Report on Form 8-K.