Comcast 10-Q 2023-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2023

Or

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, PA 19103-2838

(215) 286-1700

Securities registered pursuant to Section 12(b) of the Act:

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.

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 July 15, 2023, there were 4,115,688,549 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.

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Explanatory Note

This Quarterly Report on Form 10-Q is for the three and six months ended June 30, 2023. 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.”

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. 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:

• 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 on a per subscriber basis, which could adversely affect our video businesses

• the success of our businesses depends on consumer acceptance of our content, and our businesses may be adversely affected if their content fails to achieve sufficient consumer acceptance

• 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 international transmission access agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms could adversely affect our 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

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PART I: FINANCIAL INFORMATION

Comcast Corporation

Condensed Consolidated Statements of Income

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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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 2022 Annual Report on Form 10-K.

Overview

We are a global media and technology company with two primary businesses: Connectivity & Platforms and Content & Experiences. We present the operations of (1) our Connectivity & Platforms business in two reportable business segments: Residential Connectivity & Platforms and Business Services Connectivity and (2) our Content & Experiences business in three reportable business segments: Media, Studios and Theme Parks. Refer to Note 2 for information on our reportable business segments, including a description of the segment change implemented in the first quarter of 2023. All amounts are presented under the new segment structure.

Consolidated Operating Results

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 increased for the three months ended June 30, 2023 primarily driven by increases in the Content & Experiences business and in Corporate and Other. Consolidated revenue decreased for the six months ended June 30, 2023, primarily driven by a decrease in the Content & Experiences business, partially offset by an increase in Corporate and Other. Revenue for our reportable business segments and other businesses is discussed separately below under the heading “Segment Operating Results.”

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Consolidated costs and expenses, excluding depreciation and amortization expense, remained consistent with the prior year period for the three months ended June 30, 2023 driven by increases in the Content & Experiences business and in Corporate and Other, offset by a decrease in the Connectivity & Platforms business. Consolidated costs and expenses, excluding depreciation and amortization expense, decreased for the six months ended June 30, 2023, driven by decreases in the Connectivity & Platforms and Content & Experiences businesses, partially offset by an increase in Corporate and Other. Costs and expenses for our reportable business segments and our corporate operations and other businesses are discussed separately below under the heading “Segment Operating Results.”

Consolidated depreciation and amortization expense increased for the three months ended June 30, 2023 primarily due to increased depreciation at our theme parks. Consolidated depreciation and amortization increased for the six months ended June 30, 2023 primarily due to an increase in the amortization of software, partially offset by the impact of foreign currency.

Amortization expense from acquisition-related intangible assets totaled $572 million and $1.1 billion for the three and six months ended June 30, 2023, respectively, and $568 million and $1.2 billion for the three and six months ended June 30, 2022, respectively. Amounts primarily relate to customer relationship intangible assets recorded in connection with the Sky transaction in 2018 and the NBCUniversal transaction in 2011.

Consolidated interest expense increased for the three and six months ended June 30, 2023 primarily du

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We have evaluated the information required under this item that was disclosed in our 2022 Annual Report on Form 10-K and there have been no material changes to this information.

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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.

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PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

See Note 9 included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.

There have been no material changes from the risk factors previously disclosed in Item 1A of our 2022 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 June 30, 2023.

Purchases of Equity Securities

(a)Effective September 13, 2022, our Board of Directors approved a new share repurchase program authorization of $20 billion. Under the 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, subject to market and other conditions.

During the period covered by this Quarterly Report on Form 10-Q, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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SIGNATURES

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

Date: July 27, 2023