QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number
Exact Name of Registrant; State of
Incorporation; Address and Telephone
Number of Principal Executive Offices
I.R.S. Employer Identification No.
001-32871
COMCAST CORPORATION
27-0000798
Pennsylvania
One Comcast Center
Philadelphia, PA19103-2838
(215) 286-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 par value
CMCSA
The Nasdaq Stock Market LLC
0.000% Notes due 2026
CMCS26
The Nasdaq Stock Market LLC
0.250% Notes due 2027
CMCS27
The Nasdaq Stock Market LLC
1.500% Notes due 2029
CMCS29
The Nasdaq Stock Market LLC
0.250% Notes due 2029
CMCS29A
The Nasdaq Stock Market LLC
0.750% Notes due 2032
CMCS32
The Nasdaq Stock Market LLC
1.875% Notes due 2036
CMCS36
The Nasdaq Stock Market LLC
1.250% Notes due 2040
CMCS40
The Nasdaq Stock Market LLC
9.455% Guaranteed Notes due 2022
CMCSA/22
New York Stock Exchange
5.50% Notes due 2029
CCGBP29
New York Stock Exchange
2.0% Exchangeable Subordinated Debentures due 2029
CCZ
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of September 30, 2022, there were 4,313,964,319 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.
This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2022. This Quarterly Report on Form 10-Q modifies and supersedes documents filed before it. The U.S. Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report on Form 10-Q. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report on Form 10-Q.
Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Comcast and its consolidated subsidiaries, as “Comcast,” “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast Holdings;” NBCUniversal Media, LLC and its consolidated subsidiaries as “NBCUniversal;” and Sky Limited and its consolidated subsidiaries as “Sky.”
Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. These may include estimates, projections and statements relating to our business plans, objectives and expected operating results, which are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “potential,” “strategy,” “future,” “opportunity,” “commit,” “plan,” “goal,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions.
In evaluating forward-looking statements, you should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our Forms 10-K and 10-Q and other reports we file with the SEC. Additionally, we operate in a highly competitive, consumer-driven and rapidly changing environment. This environment is affected by government
regulation; economic, strategic, political and social conditions; consumer response to new and existing products and services; technological developments; and the ability to develop and protect intellectual property rights. Any of these factors could cause our actual results to differ materially from our forward-looking statements, which could adversely affect our businesses, results of operations or financial condition. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.
Our businesses may be affected by, among other things, the following:
•the COVID-19 pandemic has had, and may continue to have, a material adverse effect on our businesses and results of operations
•our businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if we do not compete effectively
•changes in consumer behavior continue to adversely affect our businesses and challenge existing business models
•a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses
•programming expenses for our video services are increasing, which could adversely affect Cable Communications’ video businesses
•NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase
•the loss of programming distribution and licensing agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses
•less favorable European telecommunications access regulations, the loss of Sky’s transmission access agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms could adversely affect Sky’s businesses
•our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others
•we may be unable to obtain necessary hardware, software and operational support
•our businesses depend on keeping pace with technological developments
•a cyber attack, information or security breach, or technology disruption or failure may negatively impact our ability to conduct our business or result in the misuse of confidential information, all of which could adversely affect our business, reputation and results of operations
•weak economic conditions may have a negative impact on our businesses
•acquisitions and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated
•we face risks relating to doing business internationally that could adversely affect our businesses
•natural disasters, severe weather and other uncontrollable events could adversely affect our business, reputation and results of operations
•the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses
•we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses
•unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures
•labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses
•our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock
Property and equipment, net of accumulated depreciation of $56,638 and $55,611
53,555
54,047
Goodwill
56,414
70,189
Franchise rights
59,365
59,365
Other intangible assets, net of accumulated amortization of $25,446 and $23,545
28,604
33,580
Other noncurrent assets, net
12,411
12,424
Total assets
$
254,308
$
275,905
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses related to trade creditors
$
12,241
$
12,455
Accrued participations and residuals
1,725
1,822
Deferred revenue
2,757
3,040
Accrued expenses and other current liabilities
9,229
9,899
Current portion of long-term debt
2,047
2,132
Total current liabilities
27,999
29,348
Long-term debt, less current portion
90,404
92,718
Collateralized obligation
5,172
5,170
Deferred income taxes
29,102
30,041
Other noncurrent liabilities
20,288
20,620
Commitments and contingencies
Redeemable noncontrolling interests
409
519
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, 5,186,755,347 and 5,396,576,978; outstanding, 4,313,964,319 and 4,523,785,950
52
54
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
—
—
Additional paid-in capital
39,775
40,173
Retained earnings
52,541
61,902
Treasury stock, 872,791,028 Class A common shares
(7,517)
(7,517)
Accumulated other comprehensive income (loss)
(4,555)
1,480
Total Comcast Corporation shareholders’ equity
80,296
96,092
Noncontrolling interests
637
1,398
Total equity
80,933
97,490
Total liabilities and equity
$
254,308
$
275,905
See accompanying notes to condensed consolidated financial statements.
We have prepared these unaudited condensed consolidated financial statements based on SEC rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, cash flows and financial condition for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2021 Annual Report on Form 10-K and the notes within this Quarterly Report on Form 10-Q.
Note 2: Segment Information
We present our operations in five reportable business segments: (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in three reportable business segments: Media, Studios and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business segment.
Cable Communications is a leading provider of broadband, video, voice, wireless, and other 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.
Media consists primarily of NBCUniversal’s television and streaming platforms, including national, regional and international cable networks; the NBC and Telemundo broadcast networks; NBC and Telemundo owned local broadcast television stations; and Peacock, our direct-to-consumer streaming service.
Studios consists primarily of NBCUniversal’s film and television studio production and distribution operations.
Theme Parks consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; Osaka, Japan; and Beijing, China.
Sky is one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, broadband, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks.
Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania, and other business initiatives.
We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to Comcast Corporation excluded from Adjusted EBITDA are not separately evaluated. Our financial data by reportable segment is presented in the tables below.
(a)Included in Eliminations are transactions that our segments enter into with one another. Our segments generally report transactions with one another as if they were stand-alone businesses in accordance with GAAP, and these transactions are eliminated in consolidation. When multiple segments enter into transactions to provide products and services to third parties, revenue is generally allocated to our segments based on relative value. The most significant transactions between our segments include content licensing revenue in Studios for licenses of owned content to Media and Sky; distribution revenue in Media for fees received from Cable Communications for the sale of cable network programming and under retransmission consent agreements; and advertising revenue in Media and Cable Communications. Revenue for licenses of content from Studios to Media and Sky is generally recognized at a point in time, consistent with the recognition of transactions with third parties, when the content is delivered and made available for use. The costs of these licenses in Media and Sky are recognized as the content is used over the license period. The difference in timing of recognition between segments results in an Adjusted EBITDA impact in eliminations, as the profits (losses) on these transactions are deferred in our consolidated results and recognized as the content is used over the license period.
A summary of revenue for each of our segments resulting from transactions with other segments and eliminated in consolidation is presented in the table below.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Cable Communications
$
55
$
69
$
172
$
162
NBCUniversal
Media
514
714
1,705
1,799
Studios
946
682
2,617
2,357
Theme Parks
—
—
1
1
Headquarters and Other
16
23
34
52
Sky
5
3
13
26
Corporate and Other
34
32
127
137
Total intersegment revenue
$
1,569
$
1,525
$
4,670
$
4,535
(b)We use Adjusted EBITDA as the measure of profit or loss for our operating segments. From time to time we may report the impact of certain events, gains, losses or other charges related to our operating segments within Corporate and Other. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Adjusted EBITDA
$
9,482
$
8,957
$
28,459
$
26,297
Adjustments
9
(30)
(15)
(79)
Depreciation
(2,150)
(2,177)
(6,525)
(6,407)
Amortization
(1,183)
(1,301)
(3,824)
(3,815)
Goodwill and long-lived asset impairments
(8,583)
—
(8,583)
—
Interest expense
(960)
(1,050)
(2,922)
(3,161)
Investment and other income (loss), net
(266)
766
(975)
2,374
Income (loss) before income taxes
$
(3,652)
$
5,166
$
5,614
$
15,208
Adjustments represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA, including costs related to our investment portfolio, and Sky transaction-related costs in 2021.
(c) Refer to Note 8 for discussion of impairment charges related to goodwill and long-lived assets in our Sky segment.
(a)Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
Condensed Consolidated Balance Sheet
The following tables summarize our accounts receivable and other balances that are not separately presented in our condensed consolidated balance sheet that relate to the recognition of revenue and collection of the related cash, as well as the deferred costs associated with our contracts with customers.
(in millions)
September 30, 2022
December 31, 2021
Receivables, gross
$
12,609
$
12,666
Less: Allowance for doubtful accounts
691
658
Receivables, net
$
11,918
$
12,008
(in millions)
September 30, 2022
December 31, 2021
Noncurrent receivables, net (included in other noncurrent assets, net)
$
1,750
$
1,632
Contract acquisition and fulfillment costs (included in other noncurrent assets, net)
$
1,054
$
1,094
Noncurrent deferred revenue (included in other noncurrent liabilities)
(a) Amount includes amortization of owned content of $2.0 billion and $6.3 billion for the three and nine months ended September 30, 2022, respectively, and $1.9 billion and $5.3 billion for the three and nine months ended September 30, 2021, respectively, as well as participations and residuals expenses.
Capitalized Film and Television Costs
(in millions)
September 30, 2022
December 31, 2021
Owned:
Released, less amortization
$
4,209
$
3,726
Completed, not released
195
536
In production and in development
3,234
2,732
7,638
6,994
Licensed, including sports advances
5,048
5,811
Film and television costs
$
12,685
$
12,806
Note 5: Long-Term Debt
As of September 30, 2022, our debt had a carrying value of $92.5 billion and an estimated fair value of $82.1 billion. As of December 31, 2021, our debt had a carrying value of $94.8 billion and an estimated fair value of $109.3 billion. The estimated fair value of our publicly traded debt was primarily based on Level 1 inputs that use quoted market value for the debt. The estimated fair value of debt for which there are no quoted market prices was based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.
Note 6: Significant Transactions
Acquisitions
In October 2021, we acquired Masergy, a provider of software-defined networking and cloud platforms for global enterprises, for total cash consideration of $1.2 billion. The acquisition accelerates our growth in serving large and mid-sized companies, particularly U.S.-based organizations with multi-site global enterprises. Masergy’s results of operations are included in our consolidated results of operations since the acquisition date and are reported in our Cable Communications segment. We have recorded Masergy’s assets and liabilities at their estimated fair values with $845 million recorded to goodwill and the remainder primarily attributed to software and customer relationship intangible assets. The acquisition was not material to our consolidated results of operations.
Note 7: Investments and Variable Interest Entities
Investment and Other Income (Loss), Net
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Equity in net income (losses) of investees, net
$
(242)
$
602
$
(523)
$
1,696
Realized and unrealized gains (losses) on equity securities, net
(2)
106
(207)
532
Other income (loss), net
(21)
59
(245)
146
Investment and other income (loss), net
$
(266)
$
766
$
(975)
$
2,374
The amount of unrealized gains (losses), net recognized in the three months ended September 30, 2022 and 2021 that related to marketable and nonmarketable equity securities still held as of the end of each reporting period were $(43) million and $(165) million, respectively. The amount of unrealized gains (losses), net recognized in the nine months ended September 30, 2022 and 2021 that related to marketable and nonmarketable equity securities still held as of the end of each reporting period were $(283) million and $91 million, respectively.
The amount of cash distributions received from equity method investments presented within operating activities in the condensed consolidated statement of cash flows in the nine months ended September 30, 2022 and 2021 was $114 million and $298 million, respectively.
Atairos
Atairos is a variable interest entity (“VIE”) that follows investment company accounting and records its investments at their fair values each reporting period with the net gains or losses reflected in its statement of operations. We recognize our share of these gains and losses in equity in net income (losses) of investees, net. For the nine months ended September 30, 2022 and 2021, we made cash capital contributions to Atairos totaling $39 million and $36 million, respectively. As of September 30, 2022 and December 31, 2021, our investment in Atairos, inclusive of certain distributions retained by Atairos on our behalf and classified as advances within other investments, was $4.3 billion and $4.7 billion, respectively. As of September 30, 2022, our remaining unfunded capital commitment was $1.5 billion.
Hulu and Collateralized Obligation
In 2019, we borrowed $5.2 billion under a term loan facility due March 2024 which is fully collateralized by the minimum guaranteed proceeds of the put/call option related to our investment in Hulu. As of September 30, 2022 and December 31, 2021, the carrying value and estimated fair value of our collateralized obligation were $5.2 billion. The estimated fair value was based on Level 2 inputs that use interest rates for debt with similar terms and remaining maturities. We present our investment in Hulu and the term loan separately in our condensed consolidated balance sheet in the captions “investment securing collateralized obligation” and “collateralized obligation,” respectively. The recorded value of our investment reflects our historical cost in applying the equity method, and as a result, is less than its fair value.
Other investments also includes investments in certain short-term instruments with maturities over three months when purchased, such as commercial paper, certificates of deposit and U.S. government obligations, which are generally accounted for at amortized cost. These short-term instruments totaled $977 million as of September 30, 2022 and there were no such investments as of December 31, 2021. The carrying amounts of these investments approximate their fair values, which are primarily based on Level 2 inputs that use interest rates for instruments with similar terms and remaining maturities.
Consolidated Variable Interest Entity
Universal Beijing Resort
We own a 30% interest in a Universal theme park and resort in Beijing, China (“Universal Beijing Resort”), which opened in September 2021. Universal Beijing Resort is a consolidated VIE with the remaining interest owned by a consortium of Chinese state-owned companies. The construction was funded through a combination of debt financing and equity contributions from the partners in accordance with their equity interests. As of September 30, 2022, Universal Beijing Resort had $3.3 billion of debt outstanding, including $3.0 billion principal amount of a term loan outstanding under the debt financing agreement.
As of September 30, 2022, our condensed consolidated balance sheet included assets and liabilities of Universal Beijing Resort totaling $8.1 billion and $7.2 billion, respectively. The assets and liabilities of Universal Beijing Resort primarily consist of property and equipment, operating lease assets and liabilities, and debt.
Note 8: Goodwill and Intangible Assets
Goodwill by Segment
NBCUniversal
(in millions)
Cable Communications
Media
Studios
Theme Parks
Sky
Corporate and Other
Total
Balance, December 31, 2021
$
16,192
$
14,700
$
3,672
$
6,429
$
29,196
$
—
$
70,189
Impairment
—
—
—
—
(8,098)
—
(8,098)
Foreign currency translation and other
(146)
(93)
(11)
(1,116)
(4,341)
30
(5,677)
Balance, September 30, 2022
$
16,046
$
14,607
$
3,661
$
5,313
$
16,757
$
30
$
56,414
We assess the recoverability of our goodwill annually as of July 1, and as a result, in the third quarter of 2022, we recorded a goodwill impairment of $8.1 billion in our Sky reporting unit. The fair value of the reporting unit was estimated using a discounted cash flow analysis. When performing this analysis, we also considered multiples of earnings from comparable public companies and recent market transactions. The decline in fair value primarily resulted from an increased discount rate and reduced estimated future cash flows as a result of macroeconomic conditions in the Sky territories. In connection with this assessment, in the third quarter of 2022, we also recorded impairments of intangible assets related to our Sky segment, which primarily related to customer relationship assets. These impairments totaled $485 million and are presented in goodwill and long-lived asset impairments in the consolidated statement of income.
Note 9: Equity and Share-Based Compensation
Weighted-Average Common Shares Outstanding
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Weighted-average number of common shares outstanding – basic
4,377
4,588
4,449
4,593
Effect of dilutive securities
—
77
29
75
Weighted-average number of common shares outstanding – diluted
4,377
4,665
4,477
4,668
Antidilutive securities
288
37
156
33
Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities using the treasury stock method. There are no potentially dilutive shares included for the three months ended September 30, 2022 because their effect would be antidilutive as a result of the loss for the period. Antidilutive securities represent the number of potential common shares related to share-based compensation awards that were excluded from diluted EPS because their effect would have been antidilutive.
Unrecognized gains (losses) on employee benefit obligations and other
207
257
Accumulated other comprehensive income (loss), net of deferred taxes
$
(4,555)
$
1,480
Share-Based Compensation
Our share-based compensation plans consist primarily of awards of RSUs and stock options to certain employees and directors as part of our approach to long-term incentive compensation. Additionally, through our employee stock purchase plans, employees are able to purchase shares of our common stock at a discount through payroll deductions.
In March 2022, we granted 16 million RSUs and 51 million stock options related to our annual management awards. The weighted-average fair values associated with these grants were $46.46 per RSU and $8.81 per stock option.
Recognized Share-Based Compensation Expense
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Restricted share units
$
172
$
167
$
531
$
560
Stock options
74
70
240
248
Employee stock purchase plans
10
9
31
29
Total
$
256
$
246
$
802
$
837
As of September 30, 2022, we had unrecognized pretax compensation expense of $1.5 billion and $691 million related to nonvested RSUs and nonvested stock options, respectively.
Note 10: Supplemental Financial Information
Income Taxes
In the third quarter of 2022, a state tax law change was enacted that resulted in a decrease to our net deferred tax liabilities of $286 million, with a corresponding decrease in income tax expense. In the second quarter of 2021, tax law changes were enacted in the United Kingdom that resulted in an increase to our net deferred tax liabilities of $498 million, with a corresponding increase in income tax expense. The goodwill impairment in the third quarter of 2022 (see Note 8) was primarily not deductible for tax purposes.
Cash Payments for Interest and Income Taxes
Nine Months Ended September 30,
(in millions)
2022
2021
Interest
$
2,341
$
2,943
Income taxes
$
4,022
$
2,201
Noncash Activities
During the nine months ended September 30, 2022:
•we acquired $2.2 billion of property and equipment and intangible assets that were accrued but unpaid
•we recorded a liability of $1.2 billion for a quarterly cash dividend of $0.27 per common share paid in October 2022
•we recognized operating lease assets and liabilities of $2.8 billion related to Universal Beijing Resort
•we acquired $1.6 billion of property and equipment and intangible assets that were accrued but unpaid
•we recorded a liability of $1.2 billion for a quarterly cash dividend of $0.25 per common share paid in October 2021
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts reported in our condensed consolidated statement of cash flows.
(in millions)
September 30, 2022
December 31, 2021
Cash and cash equivalents
$
5,695
$
8,711
Restricted cash included in other current assets
22
56
Restricted cash included in other noncurrent assets, net
13
12
Cash, cash equivalents and restricted cash, end of period
$
5,729
$
8,778
Note 11: Commitments and Contingencies
Redeemable Subsidiary Preferred Stock
In the first quarter of 2021, we redeemed all of the NBCUniversal Enterprise, Inc. preferred stock and made cash payments equal to the aggregate liquidation preference of $725 million. The redeemable subsidiary preferred stock was presented in redeemable noncontrolling interests.
Contingencies
We are subject to legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actions is not expected to materially affect our results of operations, cash flows or financial position, any litigation resulting from any such legal proceedings or claims could be time-consuming and injure our reputation.
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and our 2021 Annual Report on Form 10-K.
Overview
We are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We present our operations in five reportable business segments (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in three reportable business segments: Media, Studios and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business segment.
COVID-19 has impacted our businesses in a number of ways, affecting the comparability of periods included in this report. The most significant continuing impacts have resulted from temporary restrictions and closures at our international theme parks. The continuing effects of COVID-19, in addition to worsening U.S., European and global economic conditions and consumer sentiment, may adversely impact demand for our products and services, including advertising, and our results of operations over the near to medium term. In addition, changes in foreign currency exchange rates have impacted our results of operations in our Sky and Theme Parks segments as a result of the strengthening of the U.S. dollar.
Consolidated Operating Results
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/
(Decrease)
(in millions, except per share data)
2022
2021
%
2022
2021
%
Revenue
$
29,849
$
30,298
(1.5)%
$
90,874
$
86,049
5.6
%
Costs and Expenses:
Programming and production
8,949
10,395
(13.9)
28,406
28,570
(0.6)
Other operating and administrative
9,344
8,981
4.0
27,701
25,799
7.4
Advertising, marketing and promotion
2,066
1,995
3.5
6,324
5,462
15.8
Depreciation
2,150
2,177
(1.2)
6,525
6,407
1.8
Amortization
1,183
1,301
(9.1)
3,824
3,815
0.2
Goodwill and long-lived asset impairments
8,583
—
NM
8,583
—
NM
Total costs and expenses
32,274
24,848
29.9
81,363
70,053
16.1
Operating income (loss)
(2,425)
5,450
NM
9,511
15,996
(40.5)
Interest expense
(960)
(1,050)
(8.5)
(2,922)
(3,161)
(7.6)
Investment and other income (loss), net
(266)
766
NM
(975)
2,374
NM
Income (loss) before income taxes
(3,652)
5,166
NM
5,614
15,208
(63.1)
Income tax expense
(1,014)
(1,235)
(17.9)
(3,562)
(4,354)
(18.2)
Net income (loss)
(4,665)
3,931
NM
2,052
10,854
(81.1)
Less: Net income (loss) attributable to noncontrolling interests
(68)
(104)
(34.7)
(295)
(249)
18.8
Net income (loss) attributable to Comcast Corporation
$
(4,598)
$
4,035
NM
$
2,347
$
11,102
(78.9)
%
Basic earnings (loss) per common share attributable to Comcast Corporation shareholders
$
(1.05)
$
0.88
NM
$
0.53
$
2.42
(78.1)
%
Diluted earnings (loss) per common share attributable to Comcast Corporation shareholders
$
(1.05)
$
0.86
NM
$
0.52
$
2.38
(78.2)
%
Adjusted EBITDA(a)
$
9,482
$
8,957
5.9
%
$
28,459
$
26,297
8.2
%
Percentage changes that are considered not meaningful are denoted with NM.
(a)Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 27 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.
Consolidated revenue decreased for the three months ended September 30, 2022, driven by Media and Sky, partially offset by increases in revenue in Studios, Theme Parks and Cable Communications. Consolidated revenue increased for the nine months ended September 30, 2022, driven by Theme Parks, Studios, Cable Communications and Media, partially offset by decreases in revenue in Sky.
Revenue for our segments and other businesses is discussed separately below under the heading “Segment Operating Results.”
Consolidated Costs and Expenses
Consolidated operating costs and expenses, which is comprised of total costs and expenses excluding depreciation expense, amortization expense and goodwill and long-lived assets impairments, decreased for the three months ended September 30, 2022, driven by Media and Sky, partially offset by increases in operating costs and expenses in Studios, Theme Parks and Cable Communications. Consolidated operating costs and expenses increased for the nine months ended September 30, 2022, driven by Studios, Media, Theme Parks and Cable Communications, partially offset by decreases in operating costs and expenses in Sky.
Operating costs and expenses for our segments and our corporate operations, business development initiatives and other businesses are discussed separately below under the heading “Segment Operating Results.”
Consolidated Depreciation and Amortization Expense
Three Months Ended September 30,
Increase/
(Decrease)
Nine Months Ended September 30,
Increase/
(Decrease)
(in millions)
2022
2021
%
2022
2021
%
Cable Communications
$
1,945
$
1,965
(1.0)
%
$
5,850
$
5,845
0.1
%
NBCUniversal
596
591
0.8
1,909
1,759
8.5
Sky
722
884
(18.3)
2,402
2,524
(4.8)
Corporate and Other
70
38
85.4
188
95
97.8
Comcast Consolidated
$
3,333
$
3,477
(4.2)
%
$
10,349
$
10,222
1.2
%
Depreciation and amortization expense decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to the impact of foreign currency at Sky. Depreciation and amortization expense increased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to increased depreciation at NBCUniversal driven by the opening of Universal Beijing Resort, increased amortization of software at Sky and increased depreciation and amortization related to other business initiatives, partially offset by the impact of foreign currency at Sky.
Amortization expense from acquisition-related intangible assets totaled $517 million and $1.7 billion for the three and nine months ended September 30, 2022, respectively. Amortization expense from acquisition-related intangible assets totaled $603 million and $1.8 billion for the three and nine months ended September 30, 2021, respectively. Amounts primarily relate to customer relationship intangible assets recorded in connection with the Sky transaction in the fourth quarter of 2018 and the NBCUniversal transaction in 2011.
Consolidated Goodwill and Long-lived Asset Impairments
Goodwill and long-lived asset impairments included charges related to our Sky segment totaling $8.6 billion for the three and nine months ended September 30, 2022 recognized in connection with our annual impairment assessment. The impairments primarily reflected an increased discount rate and reduced estimated future cash flows as a result of macroeconomic conditions in Sky’s territories. See “Critical Accounting Judgments and Estimates” and Note 8 for further discussion.
Consolidated Interest Expense
Interest expense decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to a decrease in average debt outstanding in the current year period. Interest expense decreased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to a decrease in average debt outstanding in the current year period and a $78 million charge recorded in the prior year period related to the early redemption of senior notes due 2024.
Consolidated Investment and Other Income (Loss), Net
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Equity in net income (losses) of investees, net
$
(242)
$
602
$
(523)
$
1,696
Realized and unrealized gains (losses) on equity securities, net
(2)
106
(207)
532
Other income (loss), net
(21)
59
(245)
146
Total investment and other income (loss), net
$
(266)
$
766
$
(975)
$
2,374
The change in investment and other income (loss), net for the three and nine months ended September 30, 2022 compared to the same periods in 2021 was due to equity in net income (losses) of investees, net primarily related to our investment in Atairos Group, Inc., realized and unrealized gains (losses) on equity securities, net and other income (loss), net. The income (losses) at Atairos were driven by fair value adjustments on its underlying investments with income (loss) of $(97) million and $(473) million for the three and nine months ended September 30, 2022, respectively, and $555 million and $1.5 billion for the three and nine months ended September 30, 2021, respectively. The changes in realized and unrealized gains (losses) on equity securities, net for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily resulted from fair value adjustments on marketable and nonmarketable equity securities. The change in other income (loss), net for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily resulted from net losses on foreign exchange remeasurement in the current year period, losses on insurance contracts and an impairment of an equity method investment.
Consolidated Income Tax Expense
Income tax expense for the three and nine months ended September 30, 2022 and 2021 reflects an effective income tax rate that differs from the federal statutory rate due to state and foreign income taxes and adjustments associated with uncertain tax positions. In addition, income tax expense was affected by changes in our net deferred tax liabilities as a result of the enactment of tax law changes, including $286 million of benefit for the three and nine months ended September 30, 2022 related to state taxes and $498 million of expense for the nine months ended September 30, 2021 in the United Kingdom (see Note 10). Our effective income tax rate for the three and nine months ended September 30, 2022 was also impacted by the goodwill impairment, which was primarily not deductible for tax purposes (see Note 10).
Consolidated Net Income (Loss) Attributable to Noncontrolling Interests
The change in net income (loss) attributable to noncontrolling interests for the three months ended September 30, 2022 compared to the same period in 2021 was primarily due to decreased losses at Universal Beijing Resort due to operations in the current year period, partially offset by operations of the streaming platform joint venture with Charter Communications in the current year period. The change in net income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to increased losses at Universal Beijing Resort due to operations in the current year period compared to pre-opening costs in the prior year period in advance of the park’s opening in September 2021 and operations of the streaming platform joint venture with Charter Communications in the current year period.
Segment Operating Results
Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use Adjusted EBITDA as the measure of profit or loss for our operating segments.
See Note 2 for our definition of Adjusted EBITDA and a reconciliation from the aggregate amount of Adjusted EBITDA for our reportable business segments to consolidated income before income taxes.
Our customer relationships net additions were lower in the three and nine months ended September 30, 2022 as compared to prior periods primarily due to decreased growth in our broadband net additions and also reflected accelerated net losses in our video and voice customers. In a reversal from pandemic trends, our broadband net addition growth has slowed primarily reflecting continued low household move levels and an increasingly competitive environment, which is continuing in the fourth quarter of 2022.
Net Additions / (Losses)
September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2022
2021
2022
2021
2022
2021
Customer relationships
Residential customer relationships
31,849
31,576
(26)
237
121
884
Business services customer relationships
2,514
2,473
5
18
25
46
Total customer relationships
34,363
34,048
(21)
255
145
930
Residential customer relationships mix
One product customers
15,463
13,959
340
481
1,133
1,551
Two product customers
8,204
8,473
(77)
(89)
(202)
(261)
Three or more product customers
8,182
9,144
(289)
(156)
(810)
(406)
Broadband
Residential customers
29,835
29,389
10
281
253
1,063
Business services customers
2,342
2,300
5
19
24
52
Total broadband customers
32,177
31,688
14
300
277
1,115
Video
Residential customers
15,973
17,844
(540)
(382)
(1,522)
(1,149)
Business services customers
609
705
(21)
(26)
(72)
(147)
Total video customers
16,582
18,549
(561)
(408)
(1,594)
(1,297)
Voice
Residential customers
8,190
9,245
(307)
(167)
(872)
(400)
Business services customers
1,380
1,384
(9)
9
(11)
28
Total voice customers
9,570
10,630
(316)
(158)
(884)
(372)
Wireless
Wireless lines
4,948
3,668
333
285
968
842
Customer metrics are presented based on actual amounts. Customer relationships represent the number of residential and business customers that subscribe to at least one of our services. One product, two product, and three or more product customers represent residential customers that subscribe to one, two, or three or more of our services, respectively. For multiple dwelling units (“MDUs”), including buildings located on college campuses, whose residents have the ability to receive additional services, such as additional programming choices or our high-definition video (“HD”) or digital video recorder (“DVR”) services, we count and report customers based on the number of potential billable relationships within each MDU. For MDUs whose residents are not able to receive additional services, the MDU is counted as a single customer. Residential broadband and video customer metrics include certain customers that have prepaid for services. Business customers are generally counted based on the number of locations receiving services within our distribution system, with certain offerings such as Ethernet network services counted as individual customer relationships. Wireless lines represent the number of activated, eligible wireless devices on customers’ accounts. Individual customer relationships may have multiple wireless lines. Customer metrics in 2021 did not include customers in certain pandemic-related programs through which portions of our customers temporarily received our services for free. These programs ended in December 2021, resulting in a one-time benefit to net additions in the three months ended March 31, 2022.
Three Months Ended September 30,
Increase/(Decrease)
Nine Months Ended September 30,
Increase/(Decrease)
2022
2021
%
2022
2021
%
Average monthly total revenue per customer relationship
$
160.38
$
158.36
1.3
%
$
160.98
$
158.55
1.5
%
Average monthly Adjusted EBITDA per customer relationship
Average monthly total revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services received by our residential and business services customers, as well as changes in advertising revenue. While revenue from our residential broadband, video, voice and wireless services is also impacted by changes in the allocation of revenue among services sold in a bundle, the allocation does not impact average monthly total revenue per customer relationship. Each of our services has a different contribution to operating margin. We use average monthly Adjusted EBITDA per customer relationship to evaluate the profitability of our customer base across our service offerings. We believe both metrics are useful to understand the trends in our business, and average monthly Adjusted EBITDA per customer relationship is useful particularly as we continue to focus on growing our higher-margin businesses.
Cable Communications Segment – Revenue
Broadband
Revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to increases in average rates and increases in the number of residential broadband customers.
Video
Revenue decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to declines in the number of residential video customers, partially offset by increases in average rates. We expect that the number of residential video customers will continue to decline, negatively impacting video revenue as a result of the competitive environment and shifting video consumption patterns.
Voice
Revenue decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to declines in the number of residential voice customers. We expect that the number of residential voice customers and voice revenue will continue to decline.
Wireless
Revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to increases in the number of customer lines and device sales.
Business Services
Revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to increases in average rates and customer relationships compared to the prior year periods and due to the acquisition of Masergy in October 2021.
Advertising
Revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to increases in political advertising and revenue from our advanced advertising businesses, partially offset by advertising revenue at our Xumo streaming service, which is a part of our streaming platform joint venture with Charter Communications, having been reported in Corporate and Other since June 2022, and by lower local and national advertising revenue.
Cable Communications Segment – Operating Costs and Expenses
Programming expenses decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to declines in the number of video subscribers, partially offset by contractual rate increases.
Technical and product support expenses increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to increases in costs associated with our wireless phone service resulting from increases in device sales and the number of customers receiving the service, and the acquisition of Masergy.
Customer service expenses decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to lower labor costs.
Advertising, marketing and promotion expenses decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to higher advertising expenses associated with the Tokyo Olympics in the prior year period. Advertising, marketing and promotion expenses increased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to increased spending associated with attracting new customers and promoting our service offerings.
Franchise and other regulatory fees decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to a decrease in the revenue to which the fees apply. The nine months ended September 30, 2022 was also impacted by decreases in the related rates of these fees.
Other operating costs and expenses increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to lower levels of bad debt expense in the prior year periods.
Cable Communications Segment – Operating Margin
Our operating margin is Adjusted EBITDA as a percentage of revenue. We believe this metric is useful particularly as we continue to focus on growing our higher-margin businesses and improving overall operating cost management.
Our operating margin for the three and nine months ended September 30, 2022 was 45.1% and 44.6%, respectively. Our operating margin for the three and nine months ended September 30, 2021 was 43.9% and 43.8%, respectively.
NBCUniversal Segments Results of Operations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
Media
$
5,230
$
6,770
(22.7)
%
$
17,427
$
16,955
2.8
%
Studios
3,163
2,407
31.4
8,885
7,027
26.4
Theme Parks
2,064
1,449
42.4
5,428
3,163
71.6
Headquarters and Other
22
28
(22.1)
46
65
(30.1)
Eliminations
(909)
(654)
(38.9)
(2,474)
(2,230)
(10.9)
Total revenue
$
9,570
$
10,001
(4.3)
%
$
29,311
$
24,981
17.3
%
Adjusted EBITDA
Media
$
583
$
997
(41.5)
%
$
3,080
$
3,847
(20.0)
%
Studios
537
179
199.6
783
833
(6.0)
Theme Parks
819
434
88.6
1,902
593
NM
Headquarters and Other
(199)
(248)
19.8
(528)
(643)
18.0
Eliminations
(59)
(12)
NM
(98)
(238)
58.6
Total Adjusted EBITDA
$
1,681
$
1,349
24.6
%
$
5,138
$
4,392
17.0
%
Percentage changes that are considered not meaningful are denoted with NM.
Revenue decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to our broadcast of the Tokyo Olympics in the third quarter of 2021. Revenue increased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to our broadcasts of the Beijing Olympics and Super Bowl in the first quarter of 2022 and increased revenue at Peacock, partially offset by our broadcast of the Tokyo Olympics in 2021. Excluding $1.5 billion and $1.8 billion of incremental revenue associated with the broadcasts of the Beijing Olympics and Super Bowl in the first quarter of 2022 and the Tokyo Olympics in the third quarter of 2021, respectively, Media revenue increased 4.4% and 4.9% for the three and nine months ended September 30, 2022 compared to the same periods in 2021.
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/(Decrease)
(in millions)
2022
2021
%
2022
2021
%
Advertising
$
2,111
$
3,255
(35.1)
%
$
7,603
$
7,537
0.9
%
Advertising, excluding Olympics and Super Bowl
2,111
2,017
4.7
6,449
6,300
2.4
Advertising revenue decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to our broadcast of the Tokyo Olympics in the prior year period. Advertising revenue increased for the nine months ended September 30, 2022 compared to the same period in 2021 and included our broadcasts of the Beijing Olympics and Super Bowl in the current year period, offset by our broadcast of the Tokyo Olympics in the prior year period. Excluding $1.2 billion of incremental revenue associated with our broadcasts of these events in the first quarter of 2022 and third quarter of 2021, advertising revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021, primarily due to increased revenue at Peacock, partially offset by decreases in revenue at our networks. The decreases at our networks were primarily due to continued audience ratings declines and the impact of additional sporting events in the prior year period, partially offset by higher pricing in the current year period.
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/(Decrease)
(in millions)
2022
2021
%
2022
2021
%
Distribution
$
2,578
$
2,987
(13.7)
%
$
8,270
$
7,934
4.2
%
Distribution, excluding Olympics
2,578
2,465
4.6
7,943
7,413
7.1
Distribution revenue decreased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to our broadcast of the Tokyo Olympics in the prior year period. Distribution revenue increased for the nine months ended September 30, 2022 compared to the same period in 2021 and included our broadcast of the Beijing Olympics in the current year period, offset by our broadcast of the Tokyo Olympics in the prior year period. Excluding $327 million and $522 million of incremental revenue associated with our broadcasts of the Beijing and Tokyo Olympics in the first quarter of 2022 and third quarter of 2021, respectively, distribution revenue increased for the three and nine months ended September 30, 2022 primarily due to increased revenue at Peacock. Revenue at our networks decreased for the three months ended September 30, 2022 compared to the same period in 2021 due to a decline in the number of subscribers, partially offset by contractual rate increases. Revenue at our networks increased for the nine months ended September 30, 2022 compared to the same period in 2021 due to contractual rate increases, partially offset by a decline in the number of subscribers.
We expect the number of subscribers and audience ratings at our networks will continue to decline as a result of the competitive environment and shifting video consumption patterns. Revenue included $506 million and $1.4 billion related to Peacock for the three and nine months ended September 30, 2022, respectively, with the nine months including amounts related to the Beijing Olympics and Super Bowl in the first quarter of 2022. Revenue included $230 million and $443 million related to Peacock for the three and nine months ended September 30, 2021, respectively.
Media Segment – Operating Costs and Expenses
Operating costs and expenses decreased for the three months ended September 30, 2022 compared to the same period in 2021 due to decreases in programming and production costs and in advertising, marketing and promotion costs, partially offset by increases in other operating and administrative costs. The decreases in programming and production costs and in advertising, marketing and promotion costs were primarily due to costs associated with our broadcast of the Tokyo Olympics in the prior year period, with the decrease in programming and production costs partially offset by higher costs related to Peacock. Other operating and administrative costs increased primarily due to higher costs related to Peacock.
Operating costs and expenses increased for the nine months ended September 30, 2022 compared to the same period in 2021 due to increases in programming and production costs; in other operating and administrative costs; and in advertising, marketing and promotion costs. Programming and production costs increased primarily due to costs associated with our broadcasts of the Beijing Olympics and Super Bowl and higher programming costs at Peacock, partially offset by costs associated with our broadcast of the Tokyo Olympics in the prior year period and lower costs for other sports programming in the current year. Advertising, marketing and promotion costs and other operating and administrative costs increased primarily due to higher costs related to Peacock.
Operating costs and expenses included $1.1 billion and $3.0 billion related to Peacock for the three and nine months ended September 30, 2022, respectively. Operating costs and expenses included $750 million and $1.6 billion related to Peacock for the three and nine months ended September 30, 2021, respectively. We expect to continue to incur significant costs related to additional content and marketing as we invest in the platform and attract new customers.
Studios Segment Results of Operations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
Content licensing
$
2,134
$
1,827
16.8
%
$
6,531
$
5,683
14.9
%
Theatrical
673
307
119.1
1,391
544
155.5
Home entertainment and other
356
273
30.2
963
801
20.3
Total revenue
3,163
2,407
31.4
8,885
7,027
26.4
Operating costs and expenses
Programming and production
2,036
1,744
16.8
6,252
4,961
26.0
Other operating and administrative
201
146
38.3
604
475
27.2
Advertising, marketing and promotion
388
339
14.6
1,247
759
64.3
Total operating costs and expenses
2,626
2,228
17.9
8,102
6,195
30.8
Adjusted EBITDA
$
537
$
179
199.6
%
$
783
$
833
(6.0)
%
Studios Segment – Revenue
Revenue increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to increases in theatrical and content licensing revenue. Theatrical revenue increased primarily due to the strong performances of releases in our 2022 slate, including Jurassic World: Dominion and Minions: The Rise of Gru. Content licensing revenue increased primarily due to the timing of when content was made available by our television and film studios under licensing agreements, including additional sales of content as production levels returned to normal. For the nine months ended September 30, 2022, this increase was partially offset by the impact of a new licensing agreement for content that became exclusively available for streaming on Peacock in the prior year period.
Studios Segment – Operating Costs and Expenses
Operating costs and expenses increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to increases in programming and production costs and in advertising, marketing and promotion costs. Programming and production costs increased primarily due to higher costs associated with content licensing sales and theatrical releases in the current year periods. Advertising, marketing and promotion costs increased due to higher spending on current period and upcoming theatrical releases.
Theme Parks Segment Results of Operations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
$
2,064
$
1,449
42.4
%
$
5,428
$
3,163
71.6
%
Operating costs and expenses
1,244
1,015
22.6
3,526
2,570
37.2
Adjusted EBITDA
$
819
$
434
88.6
%
$
1,902
$
593
NM
Percentage changes that are considered not meaningful are denoted with NM.
Revenue increased for the three months ended September 30, 2022 due to increases at our theme parks in Orlando and Hollywood driven by increased attendance and guest spending, an increase at our theme park in Japan, which was operating with capacity restrictions in the prior year period, and an increase from the operations of Universal Beijing Resort, which opened in September 2021. Results at our international theme parks have been negatively impacted by fluctuations in foreign currency exchange rates.
Revenue increased for the nine months ended September 30, 2022 primarily due to improved operating conditions compared to the same period in 2021, when our theme parks in Orlando, Hollywood and Japan were impacted by COVID-19 restrictions, as well as the operations of Universal Beijing Resort, which opened in September 2021.
Theme Parks Segment – Operating Costs and Expenses
Expenses increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to operating costs associated with Universal Beijing Resort in the current year periods, which were higher than pre-opening costs in the prior year periods, and as a result of decreased operating costs in the prior year periods due to COVID-19 restrictions at our theme parks.
NBCUniversal Headquarters, Other and Eliminations
Headquarters and Other Results of Operations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
$
22
$
28
(22.1)
%
$
46
$
65
(30.1)
%
Operating costs and expenses
221
276
(20.0)
574
709
(19.1)
Adjusted EBITDA
$
(199)
$
(248)
19.8
%
$
(528)
$
(643)
18.0
%
Expenses include overhead, personnel costs and costs associated with corporate initiatives.
Eliminations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
$
(909)
$
(654)
38.9
%
$
(2,474)
$
(2,230)
10.9
%
Operating costs and expenses
(849)
(642)
32.4
(2,376)
(1,992)
19.2
Adjusted EBITDA
$
(59)
$
(12)
NM
$
(98)
$
(238)
(58.6)
%
Percentage changes that are considered not meaningful are denoted with NM.
Amounts represent eliminations of transactions between our NBCUniversal segments, which are affected by the timing of recognition of content licenses between our Studios and Media segments. Prior year amounts include the impact of a new licensing agreement for content that became exclusively available for streaming on Peacock during the first quarter of 2021. Results of operations for NBCUniversal may be impacted as we continue to use content on our platforms, including Peacock, rather than licensing it to third parties.
For the three and nine months ended September 30, 2022, approximately 44% and 40%, respectively, of Studios segment content licensing revenue resulted from transactions with other segments, primarily with the Media segment. For the three and nine months ended September 30, 2021, approximately 37% and 41%, respectively, of Studios segment content licensing revenue resulted from transactions with other segments, primarily with the Media segment. Eliminations increase or decrease to the extent that additional content is made available to our other segments. Refer to Note 2 for further discussion of transactions between our segments.
(a)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 27 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
Customer Metrics
Net Additions / (Losses)
September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2022
2021
2022
2021
2022
2021
Total customer relationships
22,986
22,966
320
(233)
(41)
(259)
Customer metrics are presented based on actual amounts. Customer relationships represent the number of residential customers that subscribe to at least one of Sky’s four primary services of video, broadband, voice and wireless phone service. Sky reports business customers, including hotels, bars, workplaces and restaurants, generally based on the number of locations receiving our services.
Three Months Ended September 30,
Increase/ (Decrease)
Constant
Currency
Change(a)
Nine Months Ended September 30,
Increase/
(Decrease)
Constant
Currency
Change(a)
2022
2021
%
%
2022
2021
%
%
Average monthly direct-to-consumer revenue per customer relationship
$
51.25
$
59.60
(14.0)
%
0.7
%
$
53.48
$
59.72
(10.4)
%
(0.7)
%
(a)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 27 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
Average monthly direct-to-consumer revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services received by Sky’s customers. Each of Sky’s services has a different contribution to Adjusted EBITDA. We believe average monthly direct-to-consumer revenue per customer relationship is useful in understanding the trends in our business across all of our direct-to-consumer service offerings.
Sky Segment – Revenue
Direct-to-Consumer
Revenue decreased for the three months ended September 30, 2022 compared to the same period in 2021. Excluding the impact of foreign currency, revenue remained consistent for the three months ended September 30, 2022 compared with the prior year period primarily due to a lower number of customer relationships during the current year period, offset by an increase in average revenue per customer relationship. The lower number of customer relationships was driven by declines in Italy, partially offset by increases in Germany and the United Kingdom compared to the prior year period. The increase in average revenue per customer relationship reflected an increase in average rates in Italy and the United Kingdom, partially offset by a decline in average rates in Germany. Sky results have been affected by worsening macroeconomic conditions in the United Kingdom and continental Europe.
Revenue decreased for the nine months ended September 30, 2022 compared to the same period in 2021. Excluding the impact of foreign currency, revenue decreased for the nine months ended September 30, 2022 compared with the prior year period primarily due to a lower number of customer relationships during the current year period and a decrease in average revenue per customer relationship. The lower number of customer relationships was driven by declines in Italy, partially offset by increases in the United Kingdom and Germany compared to the prior year period. The decrease in average revenue per customer relationship reflected declines in average rates in Italy and Germany, partially offset by the impacts of COVID-19 on business customers in the United Kingdom in the prior year period and the impact of rate increases in the United Kingdom. The decline in customer relationships and average revenue per customer relationship in Italy included the effects of the reduced broadcast rights for Serie A, which we had held through the end of the 2020-21 season. Beginning with the 2021-22 season in the third quarter of 2021 and through the 2023-24 season, we have nonexclusive broadcast rights to fewer matches, which has resulted in declines in revenue in Italy in 2022.
Content
Revenue decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021. Excluding the impact of foreign currency, revenue increased for the three months ended September 30, 2022 compared with the prior year period primarily due to the timing of licensing of owned content to other platforms. Excluding the impact of foreign currency, revenue decreased for the nine months ended September 30, 2022 compared with the prior year period primarily due to lower sports programming licensing revenue driven by changes in licensing agreements in Italy and Germany.
Advertising
Revenue decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021. Excluding the impact of foreign currency, revenue decreased for the three months ended September 30, 2022 compared with the prior year period primarily as a result of decreased advertising revenue in Italy. Excluding the impact of foreign currency, revenue increased for the nine months ended September 30, 2022 compared with the prior year period primarily as a result of an overall advertising market improvement in the United Kingdom in the first half of the year compared to the prior year period, partially offset by decreased advertising revenue associated with Serie A.
Sky Segment – Operating Costs and Expenses
Programming and production costs decreased for the three and nine months ended September 30, 2022 compared to the same period in 2021. Excluding the impact of foreign currency, programming and production costs increased for the three months ended September 30, 2022 primarily due to the timing of recognition of costs related to sporting events, including a shift of certain football matches to the third quarter in advance of the 2022 FIFA World Cup, which will occur in the fourth quarter of 2022. The timing of this event will also result in lower sports programming expenses in the fourth quarter of 2022, as well as an increase in the first half of 2023. This increase was partially offset by lower entertainment programming costs in the current year period. Excluding the impact of foreign currency, programming and production costs decreased for the nine months ended September 30, 2022 primarily reflecting lower costs associated with Serie A in Italy as a result of the reduced broadcast rights and lower costs associated with other sports contracts in Germany in the current year period, partially offset by the timing of recognition of costs related to sporting events.
Direct network costs decreased for the three months ended September 30, 2022 and increased for the nine months ended September 30, 2022 compared to the same periods in 2021. Excluding the impact of foreign currency, direct network costs increased for the three and nine months ended September 30, 2022 primarily due to increases in costs associated with Sky’s broadband and wireless phone services as a result of increases in the number of customers receiving these services and increases in the sales of handsets.
Other expenses decreased for the three and nine months ended September 30, 2022 compared to the same periods in 2021. Excluding the impact of foreign currency, other expenses remained consistent for the three months ended September 30, 2022 compared to the prior year. Excluding the impact of foreign currency, other expenses increased for the nine months ended September 30, 2022 primarily due to higher administrative costs.
Corporate and other primarily includes overhead and personnel costs, the results of other business initiatives and Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania. Other business initiatives primarily include costs associated with Sky Glass smart televisions and the related hardware sales and, beginning in the end of the second quarter of 2022, the operations of our streaming platform joint venture with Charter Communications. This consolidated joint venture, which was formed in June 2022, is focused on developing and offering a streaming platform on a variety of devices, including XClass TV smart televisions, and also operates the Xumo streaming service.
Revenue increased for the three months ended September 30, 2022 compared to the same period in 2021 primarily due to revenue at our streaming platform joint venture related to Xumo and sales of Sky Glass smart televisions. Revenue increased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to sales of Sky Glass smart televisions, increases at Comcast Spectacor as a result of the impacts of COVID-19 in the prior year period and revenue at our streaming platform joint venture related to Xumo.
Expenses increased for the three and nine months ended September 30, 2022 compared to the same periods in 2021 primarily due to costs related to Sky Glass and our streaming platform joint venture. We expect to continue to incur increased costs in 2022 related to the launches of Sky Glass and our streaming platform joint venture.
Eliminations
Three Months Ended September 30,
Increase/ (Decrease)
Nine Months Ended September 30,
Increase/ (Decrease)
(in millions)
2022
2021
%
2022
2021
%
Revenue
$
(660)
$
(871)
(24.1)
%
$
(2,196)
$
(2,304)
(4.7)
%
Operating costs and expenses
(686)
(773)
(11.2)
(2,103)
(2,218)
(5.2)
Adjusted EBITDA
$
26
$
(98)
NM
$
(93)
$
(87)
7.0
%
Percentage changes that are considered not meaningful are denoted with NM.
Amounts represent eliminations of transactions between Cable Communications, NBCUniversal, Sky and other businesses. Eliminations of transactions between NBCUniversal segments are presented separately. Amounts reflect increases in eliminations associated with the Beijing and Tokyo Olympics in the first quarter of 2022 and third quarter of 2021, respectively. Refer to Note 2 for a description of transactions between our segments.
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the results of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. 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. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
We define Adjusted EBITDA as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests, 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.
We reconcile consolidated Adjusted EBITDA to net income attributable to Comcast Corporation. This measure should not be considered a substitute for operating income (loss), net income (loss), net income (loss) attributable to Comcast Corporation, or net cash provided by operating activities that we have reported in accordance with GAAP.
Reconciliation from Net Income Attributable to Comcast Corporation to Adjusted EBITDA
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2022
2021
2022
2021
Net income (loss) attributable to Comcast Corporation
$
(4,598)
$
4,035
$
2,347
$
11,102
Net income (loss) attributable to noncontrolling interests
(68)
(104)
(295)
(249)
Income tax expense
1,014
1,235
3,562
4,354
Investment and other (income) loss, net
266
(766)
975
(2,374)
Interest expense
960
1,050
2,922
3,161
Depreciation
2,150
2,177
6,525
6,407
Amortization
1,183
1,301
3,824
3,815
Goodwill and long-lived asset impairments
8,583
—
8,583
—
Adjustments(a)
(9)
30
15
79
Adjusted EBITDA
$
9,482
$
8,957
$
28,459
$
26,297
(a)Amounts represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA, including costs related to our investment portfolio, and Sky transaction-related costs in 2021.
Constant Currency
Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. Certain of our businesses, including Sky, have operations outside the United States that are conducted in local currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. In our Sky segment, we use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.
Constant currency and constant currency growth rates are calculated by comparing the comparative period results in the prior year adjusted to reflect the average exchange rates from the current year period rather than the actual exchange rates in effect during the respective prior year periods.
Reconciliation of Sky Constant Currency Growth Rates
Three Months Ended September 30,
Nine Months Ended September 30,
Actual
Constant Currency
Constant Currency Change
Actual
Constant Currency
Constant Currency Change
(in millions, except per customer data)
2022
2021
%
2022
2021
%
Revenue
Direct-to-consumer
$
3,510
$
3,525
(0.4)
%
$
11,073
$
11,197
(1.1)
%
Content
273
256
6.4
833
919
(9.3)
Advertising
471
479
(1.6)
1,623
1,605
1.1
Total revenue
4,253
4,260
(0.2)
13,529
13,720
(1.4)
Operating costs and expenses
Programming and production
1,570
1,520
3.3
5,080
6,062
(16.2)
Direct network costs
635
553
14.8
1,944
1,726
12.7
Other
1,348
1,359
(0.8)
4,320
4,234
2.0
Total operating costs and expenses
3,553
3,431
3.5
11,344
12,022
(5.6)
Adjusted EBITDA
$
701
$
829
(15.5)
%
$
2,185
$
1,698
28.7
%
Average monthly direct-to-consumer revenue per customer relationship
$
51.25
$
50.91
0.7
%
$
53.48
$
53.87
(0.7)
%
Other Adjustments
From time to time, we present adjusted information, such as revenue, to exclude the impact of certain events, gains, losses or other charges. This adjusted information is a non-GAAP financial measure. We believe, among other things, that the adjusted information may help investors evaluate our ongoing operations and can assist in making meaningful period-over-period comparisons.
Liquidity and Capital Resources
Nine Months Ended September 30,
(in millions)
2022
2021
Cash provided by operating activities
$
20,530
$
21,457
Cash used in investing activities
$
(10,158)
$
(8,406)
Cash used in financing activities
$
(13,299)
$
(12,946)
(in millions)
September 30, 2022
December 31, 2021
Cash and cash equivalents
$
5,695
$
8,711
Short-term and long-term debt
$
92,452
$
94,850
Our businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities; existing cash, cash equivalents and investments; available borrowings under our existing credit facility; and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion of our cash flows from operating activities in repaying our debt obligations, funding our capital expenditures and cash paid for intangible assets, investing in business opportunities, and returning capital to shareholders.
We maintain significant availability under our revolving credit facility and our commercial paper program to meet our short-term liquidity requirements. Our commercial paper program provides a lower-cost source of borrowing to fund our short-term working capital requirements. As of September 30, 2022, amounts available under our revolving credit facility, net of amounts outstanding under our commercial paper program and outstanding letters of credit and bank guarantees, totaled $11.0 billion.
Components of Net Cash Provided by Operating Activities
Nine Months Ended September 30,
(in millions)
2022
2021
Operating income
$
9,511
$
15,996
Depreciation and amortization
10,349
10,222
Goodwill and long-lived asset impairments
8,583
—
Noncash share-based compensation
989
1,019
Changes in operating assets and liabilities
(2,736)
(1,057)
Payments of interest
(2,341)
(2,943)
Payments of income taxes
(4,022)
(2,201)
Proceeds from investments and other
197
420
Net cash provided by operating activities
$
20,530
$
21,457
The variance in changes in operating assets and liabilities for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily related to the timing of amortization and related payments for our film and television costs, including the return to normal production levels and the timing of sporting events, and decreases in accounts receivable, which included the impact of our broadcast of the Tokyo Olympics in the prior year period.
The decrease in payments of interest for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to the timing of interest payments following the debt exchange in August 2021, a decrease in average debt outstanding in the current year period and cash proceeds from the settlement of interest rate swaps related to the collateralized obligation.
The increase in payments of income taxes for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to a tax benefit from our senior notes exchange in 2021, which reduced payments by $0.7 billion in the prior year, higher taxable income in the current year period and payments made in 2022 related to the preceding tax year.
The decrease in proceeds from investments and other for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to decreased cash distributions received from equity method investments.
Investing Activities
Net cash used in investing activities increased for the nine months ended September 30, 2022 compared to the same period in 2021, primarily reflecting purchases of short-term investments in the current year period (see Note 7) and increased capital expenditures and cash paid for intangible assets related to software development. These increases were partially offset by proceeds from the maturity of short-term investments and the sale of a business in the current year period, decreased cash paid related to the construction of Universal Beijing Resort in the current year period and cash paid for the acquisition of a business in the prior year period. Capital expenditures, which are our most significant recurring investing activity, increased for the nine months ended September 30, 2022 compared to the same period in 2021, primarily reflecting increased spending at Theme Parks primarily related to the development of the Epic Universe theme park in Orlando, and at Cable Communications due to increased spending on line extensions, scalable infrastructure, support capital and customer premise equipment. These increases were partially offset by decreased spending at Sky primarily related to customer premise equipment.
In 2022, we formed the SkyShowtime joint venture with Paramount Global. The new direct-to-consumer streaming service was made available in select European markets in September 2022, and the partners have committed to a multiyear funding plan that began in 2022.
Net cash used in financing activities increased for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to increases in repurchases of common stock under our share repurchase program and employee plans in the current year and higher proceeds from borrowings in the prior year period, partially offset by higher repurchases and repayments of debt in the prior year period. Other financing activities included initial contributions related to our streaming platform joint venture with Charter Communications received in the current year period under a multiyear funding plan and payments related to the redemption of NBCUniversal Enterprise redeemable subsidiary preferred stock in the prior year period.
We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of our outstanding public notes and debentures, depending on various factors, such as market conditions. Any such repurchases may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Notes 5 and 7 for additional information on our financing activities.
Share Repurchases and Dividends
In the second quarter of 2021, we restarted our share repurchase program, which had been paused since the beginning of 2019. In September 2022, our Board of Directors approved a new share repurchase program authorization of $20 billion, effective September 13, 2022. During the nine months ended September 30, 2022, we repurchased a total of 225.7 million shares of our Class A common stock for $9.5 billion. Under the new authorization, which does not have an expiration date, we expect to repurchase additional shares during the remainder of 2022, which may be in the open market or in private transactions.
In addition, we paid $307 million for the nine months ended September 30, 2022 related to employee taxes associated with the administration of our share-based compensation plans.
In January 2022, our Board of Directors approved an 8% increase in our dividend to $1.08 per share on an annualized basis. On July 27, 2022, we paid dividends of $1.2 billion. In July 2022, our Board of Directors approved our third quarter dividend of $0.27 per share, which was paid in October 2022. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors.
Guarantee Structure
Our debt is primarily issued at Comcast, although we also have debt at certain of our subsidiaries as a result of acquisitions and other issuances. A substantial amount of this debt is subject to guarantees by Comcast and by certain subsidiaries that we have put in place to simplify our capital structure. We believe this guarantee structure provides liquidity benefits to debt investors and helps to simplify credit analysis with respect to relative value considerations of guaranteed subsidiary debt.
Debt issuance costs, premiums, discounts, fair value adjustments for acquisition accounting and hedged positions, net
(6.2)
(6.0)
Total debt
$
92.5
$
94.8
(a)NBCUniversal, Comcast Cable and Comcast Holdings (included within other debt subject to one-way guarantees) are each consolidated subsidiaries subject to the periodic reporting requirements of the SEC. The guarantee structures and related disclosures in this section, together with Exhibit 22, satisfy these reporting obligations.
(b)Universal Beijing Resort debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. See Note 7 for additional information.
Cross-Guarantees
Comcast, NBCUniversal and Comcast Cable (the “Guarantors”) fully and unconditionally, jointly and severally, guarantee each other’s debt securities. NBCUniversal and Comcast Cable also guarantee other borrowings of Comcast, including its revolving credit facility. These guarantees rank equally with all other general unsecured and unsubordinated obligations of the respective Guarantors. However, the obligations of the Guarantors under the guarantees are structurally subordinated to the indebtedness and other liabilities of their respective non-guarantor subsidiaries. The obligations of each Guarantor are limited to the maximum amount that would not render such Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of U.S. and non-U.S. law. Each Guarantor’s obligations will remain in effect until all amounts payable with respect to the guaranteed securities have been paid in full. However, a guarantee by NBCUniversal or Comcast Cable of Comcast’s debt securities, or by NBCUniversal of Comcast Cable’s debt securities, will terminate upon a disposition of such Guarantor entity or all or substantially all of its assets.
The Guarantors are each holding companies that principally hold investments in, borrow from and lend to non-guarantor subsidiary operating companies; issue and service third-party debt obligations; repurchase shares and pay dividends; and engage in certain corporate and headquarters activities. The Guarantors are generally dependent on non-guarantor subsidiary operating companies to fund these activities.
As of September 30, 2022 and December 31, 2021, the combined Guarantors have noncurrent notes payable to non-guarantor subsidiaries of $127 billion and $126 billion, respectively, and noncurrent notes receivable from non-guarantor subsidiaries of $27 billion and $30 billion, respectively. This financial information is that of the Guarantors presented on a combined basis with intercompany balances between the Guarantors eliminated. The combined financial information excludes financial information of non-guarantor subsidiaries. The underlying net assets of the non-guarantor subsidiaries are significantly in excess of the Guarantor obligations. Excluding investments in non-guarantor subsidiaries, external debt and the noncurrent notes payable and receivable with non-guarantor subsidiaries, the Guarantors do not have material assets, liabilities or results of operations.
Comcast provides full and unconditional guarantees of certain debt issued by Sky and other consolidated subsidiaries not subject to the periodic reporting requirements of the SEC.
Comcast also provides a full and unconditional guarantee of $138 million principal amount of subordinated debt issued by Comcast Holdings. Comcast’s obligations under this guarantee are subordinated and subject, in right of payment, to the prior payment in full of all of Comcast’s senior indebtedness, including debt guaranteed by Comcast on a senior basis, and are structurally subordinated to the indebtedness and other liabilities of its non-guarantor subsidiaries (for purposes of this Comcast Holdings discussion, Comcast Cable and NBCUniversal are included within the non-guarantor subsidiary group). Comcast’s obligations as guarantor will remain in effect until all amounts payable with respect to the guaranteed debt have been paid in full. However, the guarantee will terminate upon a disposition of Comcast Holdings or all or substantially all of its assets. Comcast Holdings is a consolidated subsidiary holding company that directly or indirectly holds 100% and approximately 37% of our equity interests in Comcast Cable and NBCUniversal, respectively.
As of September 30, 2022 and December 31, 2021, Comcast and Comcast Holdings, the combined issuer and guarantor of the guaranteed subordinated debt, have noncurrent senior notes payable to non-guarantor subsidiaries of $98 billion and $96 billion, respectively, and noncurrent notes receivable from non-guarantor subsidiaries of $26 billion and $29 billion, respectively. This financial information is that of Comcast and Comcast Holdings presented on a combined basis with intercompany balances between Comcast and Comcast Holdings eliminated. The combined financial information excludes financial information of non-guarantor subsidiaries of Comcast and Comcast Holdings. The underlying net assets of the non-guarantor subsidiaries of Comcast and Comcast Holdings are significantly in excess of the obligations of Comcast and Comcast Holdings. Excluding investments in non-guarantor subsidiaries, external debt, and the noncurrent notes payable and receivable with non-guarantor subsidiaries, Comcast and Comcast Holdings do not have material assets, liabilities or results of operations.
Critical Accounting Judgments and Estimates
The preparation of our condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe our judgments and related estimates associated with the valuation and impairment testing of goodwill and cable franchise rights are critical in the preparation of our condensed consolidated financial statements. We performed our annual impairment testing of goodwill and cable franchise rights as of July 1, 2022. In connection with our impairment assessment process, in order to support our qualitative assessments, we typically perform quantitative assessments of our reporting units approximately once every four years. Pursuant to this practice, our current year impairment testing for our cable franchise rights and goodwill in our Cable Communications and NBCUniversal segments was based on quantitative assessments, and no impairment was required.
The goodwill in our Sky segment resulted from our acquisition of Sky in the fourth quarter of 2018, and given this was a recent transaction, the fair value of the Sky reporting unit has been in close proximity to its carrying value. We performed a quantitative assessment for goodwill in our Sky reporting unit and determined that the fair value had declined, resulting in an impairment of $8.1 billion (see Note 8). In preparing the quantitative assessment, we estimated the fair value of the Sky reporting unit using a discounted cash flow analysis. This analysis involved significant judgment, including market participant estimates of future cash flows expected to be generated by the business, including the estimated impacts of macroeconomic conditions in the Sky territories, as well as the selection of the discount rate, which increased by 125 basis points compared to the analysis in 2021. When analyzing the fair value indicated under the discounted cash flow model, we also considered multiples of earnings from comparable public companies and recent market transactions.
Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.
For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our condensed consolidated financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report on Form 10-K.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have evaluated the information required under this item that was disclosed in our 2021 Annual Report on Form 10-K and there have been no material changes to this information.
ITEM 4: CONTROLS AND PROCEDURES
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, such disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
See Note 11 included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.
ITEM 1A: RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Item 1A of our 2021 Annual Report on Form 10-K.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below summarizes Comcast's common stock repurchases during the three months ended September 30, 2022.
Purchases of Equity Securities
Period
Total Number of Shares Purchased
Average Price Per Share
Total Number of Shares Purchased as Part of Publicly Announced Authorization
Total Dollar Amount Purchased Under the Publicly Announced Authorization
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Authorization(a)
July 1-31, 2022
27,188,922
$
40.53
27,188,922
$
1,102,067,683
$
2,897,932,152
August 1-31, 2022
43,390,465
$
38.07
43,390,465
$
1,651,757,358
$
1,246,174,794
September 1-30, 2022
21,764,292
$
34.28
21,764,292
$
746,174,717
$
19,500,000,217
Total
92,343,679
$
37.90
92,343,679
$
3,499,999,758
$
19,500,000,217
(a)Effective September 13, 2022, our Board of Directors approved a new share repurchase program authorization of $20 billion. Under the new authorization, which does not have an expiration date, we expect to repurchase additional shares, which may be in the open market or in private transactions.
The total number of shares purchased during the three months ended September 30, 2022 does not include any shares received in the administration of employee share-based compensation plans as there were none received during the period.
ITEM 5: OTHER INFORMATION
On October 25, 2022, the Company entered into a new employment agreement with David N. Watson. Mr. Watson's prior employment agreement would have expired on December 31, 2022, in accordance with its terms. The employment agreement secures Mr. Watson's employment though December 31, 2025, and increases his annual base salary to $2.5 million effective March 1, 2023. The remaining terms and conditions of Mr. Watson's new employment agreement are generally unchanged from his prior agreement.
Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant (incorporated by reference to Exhibit 22 to Comcast's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).
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 Quarterly Report on Form 10-Q for the nine months ended September 30, 2022, filed with the Securities and Exchange Commission on October 27, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statement of Income; (ii) the Condensed Consolidated Statement of Comprehensive Income; (iii) the Condensed Consolidated Statement of Cash Flows; (iv) the Condensed Consolidated Balance Sheet; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the iXBRL document).
*
Constitutes a management contract or compensatory plan or arrangement.
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 thereunto duly authorized.
COMCAST CORPORATION
By:
/s/ DANIEL C. MURDOCK
Daniel C. Murdock
Executive Vice President, Chief Accounting Officer and Controller
