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10-K 1 cmcsa-12312018x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
OR
cTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
comcastlogoa18.jpg
Commission File NumberRegistrant; State of Incorporation; Address and Telephone NumberI.R.S. Employer Identification No.
001-32871COMCAST CORPORATION PENNSYLVANIA One Comcast Center Philadelphia, PA 19103-2838 (215) 286-170027-0000798
001-36438NBCUniversal Media, LLC DELAWARE 30 Rockefeller Plaza New York, NY 10112-0015 (212) 664-444414-1682529
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Comcast Corporation –
Title of Each ClassName of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value 2.0% Exchangeable Subordinated Debentures due 2029 5.50% Notes due 2029 9.455% Guaranteed Notes due 2022NASDAQ Global Select Market New York Stock Exchange New York Stock Exchange New York Stock Exchange
NBCUniversal Media, LLC – NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Comcast Corporation – NONE NBCUniversal Media, LLC – NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Comcast CorporationYesxNoc
NBCUniversal Media, LLCYesxNoc

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Comcast CorporationYescNox
NBCUniversal Media, LLCYescNox

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 12 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.

Comcast CorporationYesxNoc
NBCUniversal Media, LLCYesxNoc

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Comcast CorporationYesxNoc
NBCUniversal Media, LLCYesxNoc

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.

Comcast Corporationx
NBCUniversal Media, LLCN/A

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Comcast CorporationLarge accelerated filerxAccelerated filercNon-accelerated filercSmaller reporting companycEmerging growth companyc
NBCUniversal Media, LLCLarge accelerated filercAccelerated filercNon-accelerated filerxSmaller reporting companycEmerging growth companyc

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Comcast Corporationc
NBCUniversal Media, LLCc

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Comcast CorporationYescNox
NBCUniversal Media, LLCYescNox

As of June 30, 2018, the aggregate market value of the Comcast Corporation common stock held by non-affiliates of the registrant was $149.068 billion.

Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date:

As of December 31, 2018, there were 4,516,518,147 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.

Not applicable for NBCUniversal Media, LLC.

NBCUniversal Media, LLC meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K and is therefore filing this form with the reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE

Comcast Corporation – Part III – The registrant’s definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in June 2019.

NBCUniversal Media, LLC – NONE

Comcast Corporation

2018 Annual Report on Form 10-K

Table of Contents

PART I
Item 1Business1
Item 1ARisk Factors21
Item 1BUnresolved Staff Comments29
Item 2Properties29
Item 3Legal Proceedings30
Item 4Mine Safety Disclosures30
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31
Item 6Selected Financial Data33
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations34
Item 7AQuantitative and Qualitative Disclosures About Market Risk61
Item 8Comcast Corporation Financial Statements and Supplementary Data64
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure112
Item 9AControls and Procedures112
Item 9BOther Information113
PART III
Item 10Directors, Executive Officers and Corporate Governance114
Item 11Executive Compensation115
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115
Item 13Certain Relationships and Related Transactions, and Director Independence115
Item 14Principal Accountant Fees and Services115
PART IV
Item 15Exhibits and Financial Statement Schedules117
Item 16Form 10-K Summary125
Signatures126
NBCUniversal Media, LLC Financial Statements and Supplementary Data128

Explanatory Note

This Annual Report on Form 10-K is a combined report being filed separately by Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”). Comcast owns all of the common equity interests in NBCUniversal, and NBCUniversal meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K and is therefore filing its information within this Form 10-K with the reduced disclosure format. Each of Comcast and NBCUniversal is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as to information relating to the other company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate consolidated financial statements for each company, along with notes to the consolidated financial statements, are included in this report.

Unless indicated otherwise, throughout this Annual Report on Form 10-K, we refer to Comcast and its consolidated subsidiaries, including NBCUniversal and its consolidated subsidiaries as “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast Holdings;” NBCUniversal, LLC as “NBCUniversal Holdings;” and Sky Limited (formerly Sky plc) and its consolidated subsidiaries as “Sky”.

This Annual Report on Form 10-K is for the year ended December 31, 2018. This Annual Report on Form 10-K modifies and supersedes documents filed before it.

The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Annual Report on Form 10-K. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report on Form 10-K.

Our registered trademarks include Comcast, NBCUniversal and the Comcast and NBCUniversal logos. This Annual Report on Form 10-K also contains other trademarks, service marks and trade names owned by us, as well as those owned by others.

Part I

Next: Item 1. Business