The Quarterly
CMCSA 2015 10-K

Comcast Corp (CMCSA) SEC Quarterly Report (10-Q) for Q1 2016

CMCSA Q2 2016 10-Q
CMCSA 2015 10-K CMCSA Q2 2016 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2016

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

Registrant; State of

Incorporation; Address and Telephone

Number

I.R.S. Employer Identification No.
001-32871 COMCAST CORPORATION 27-0000798

PENNSYLVANIA

One Comcast Center

Philadelphia, PA 19103-2838

(215) 286-1700

001-36438 NBCUNIVERSAL MEDIA, LLC 14-1682529

DELAWARE

30 Rockefeller Plaza

New York, NY 10112-0015

(212) 664-4444

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.

Comcast Corporation

Yes  x

No  ¨

NBCUniversal Media, LLC

Yes  x

No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 period that the registrant was required to submit and post such files).

Comcast Corporation

Yes  x

No  ¨

NBCUniversal Media, LLC

Yes  x

No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Comcast Corporation

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

NBCUniversal Media, LLC

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

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

Comcast Corporation

Yes  ¨

No  x

NBCUniversal Media, LLC

Yes  ¨

No  x

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

As of March 31, 2016, there were 2,417,751,218 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Comcast Corporation Class B common stock outstanding.

Not applicable for NBCUniversal Media, LLC.

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

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TABLE OF CONTENTS

Page
Number
PART I. FINANCIAL INFORMATION

Item 1.

Comcast Corporation Financial Statements 1
Condensed Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015 (Unaudited) 1
Condensed Consolidated Statement of Income for the Three Months Ended March 31, 2016 and 2015 (Unaudited) 2
Condensed Consolidated Statement of Comprehensive Income for the Three Months Ended March 31, 2016 and 2015 (Unaudited) 3
Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited) 4
Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2016 and 2015 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations 24

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 36

Item 4.

Controls and Procedures 36
PART II. OTHER INFORMATION

Item 1.

Legal Proceedings 37

Item 1A.

Risk Factors 37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 37

Item 6.

Exhibits 38
SIGNATURES 39
NBCUniversal Media, LLC Financial Statements 40

Explanatory Note

This Quarterly Report on Form 10-Q 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 H(1)(a) and (b) of Form 10-Q and is therefore filing its information within this Form 10-Q 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 condensed consolidated financial statements for each company, along with notes to the condensed consolidated financial statements, are included in this report. Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, 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;" and NBCUniversal, LLC as "NBCUniversal Holdings."

This Quarterly Report on Form 10-Q is for the three months ended March 31, 2016. This Quarterly Report 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 Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report.

You should carefully review the information contained in this Quarterly Report and particularly consider any risk factors set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called "forward-looking statements" by words such as "may," "will,"

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"should," "expects," "believes," "estimates," "potential," or "continue," or the negative of those words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should specifically consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. We undertake no obligation to update any forward-looking statements.

Our businesses may be affected by, among other things, the following:

our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively

changes in consumer behavior driven by alternative methods for viewing content may adversely affect our businesses and challenge existing business models

a decline in advertisers' expenditures or changes in advertising markets could negatively impact our businesses

our businesses depend on keeping pace with technological developments

we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses

changes to existing statutes, rules, regulations, or interpretations thereof, or adoption of new ones, could have an adverse effect on our businesses

programming expenses for our video services are increasing, which could adversely affect our Cable Communications segment's video business

NBCUniversal's success depends on consumer acceptance of its content, and its businesses may be adversely affected if its content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase

the loss of NBCUniversal's programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect its businesses

we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses

we may be unable to obtain necessary hardware, software and operational support

weak economic conditions may have a negative impact on our businesses

our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others

acquisitions and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated

labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses

the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses

we face risks relating to doing business internationally that could 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

ITEM 1: FINANCIAL STATEMENTS

Comcast Corporation

Condensed Consolidated Balance Sheet

(Unaudited)

(in millions, except share data) March 31,
2016
December 31,
2015

Assets

Current Assets:

Cash and cash equivalents

$ 5,628 $ 2,295

Receivables, net

6,375 6,896

Programming rights

1,390 1,213

Other current assets

1,787 1,899

Total current assets

15,180 12,303

Film and television costs

5,768 5,855

Investments

3,638 3,224

Property and equipment, net of accumulated depreciation of $48,611 and $48,100

34,122 33,665

Franchise rights

59,364 59,364

Goodwill

33,458 32,945

Other intangible assets, net of accumulated amortization of $10,085 and $9,868

16,832 16,946

Other noncurrent assets, net

2,237 2,272

Total assets

$ 170,599 $ 166,574

Liabilities and Equity

Current Liabilities:

Accounts payable and accrued expenses related to trade creditors

$ 6,333 $ 6,215

Accrued participations and residuals

1,510 1,572

Deferred revenue

1,393 1,302

Accrued expenses and other current liabilities

5,729 5,462

Current portion of long-term debt

4,119 3,627

Total current liabilities

19,084 18,178

Long-term debt, less current portion

51,515 48,994

Deferred income taxes

33,821 33,566

Other noncurrent liabilities

10,431 10,637

Commitments and contingencies (Note 11)

Redeemable noncontrolling interests and redeemable subsidiary preferred stock

1,236 1,221

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, 2,854,146,732 and 2,869,349,502; outstanding, 2,417,751,218 and 2,432,953,988

29 29

Class B common stock, $0.01 par value-authorized, 75,000,000 shares; issued and outstanding, 9,444,375

- -

Additional paid-in capital

38,464 38,518

Retained earnings

21,750 21,413

Treasury stock, 436,395,514 Class A common shares

(7,517 (7,517

Accumulated other comprehensive income (loss)

(84 (174

Total Comcast Corporation shareholders' equity

52,642 52,269

Noncontrolling interests

1,870 1,709

Total equity

54,512 53,978

Total liabilities and equity

$ 170,599 $ 166,574

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statement of Income

(Unaudited)

Three Months Ended
March 31
(in millions, except per share data)     2016         2015    

Revenue

$ 18,790 $ 17,853

Costs and Expenses:

Programming and production

5,431 5,463

Other operating and administrative

5,525 5,074

Advertising, marketing and promotion

1,467 1,360

Depreciation

1,785 1,634

Amortization

493 432
14,701 13,963

Operating income

4,089 3,890

Other Income (Expense):

Interest expense

(703 (656

Investment income (loss), net

30 33

Equity in net income (losses) of investees, net

(11 33

Other income (expense), net

130 102
(554 (488

Income before income taxes

3,535 3,402

Income tax expense

(1,311 (1,261

Net income

2,224 2,141

Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock

(90 (82

Net income attributable to Comcast Corporation

$ 2,134 $ 2,059

Basic earnings per common share attributable to Comcast Corporation shareholders

$ 0.88 $ 0.82

Diluted earnings per common share attributable to Comcast Corporation shareholders

$ 0.87 $ 0.81

Dividends declared per common share

$ 0.275 $ 0.25

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)

Three Months Ended
March 31
(in millions)     2016         2015    

Net income

$ 2,224 $ 2,141

Unrealized gains (losses) on marketable securities, net of deferred taxes of $(1) and $-

2 -

Deferred gains (losses) on cash flow hedges, net of deferred taxes of $18 and $23

(31 (39

Amounts reclassified to net income:

Realized (gains) losses on marketable securities, net of deferred taxes of $1 and $-

(1 -

Realized (gains) losses on cash flow hedges, net of deferred taxes of $(10) and $(22)

17 37

Employee benefit obligations, net of deferred taxes of $(2) and $-

2 -

Currency translation adjustments, net of deferred taxes of $(58) and $23

238 (55

Comprehensive income

2,451 2,084

Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock

(90 (82

Other comprehensive (income) loss attributable to noncontrolling interests

(137 15

Comprehensive income attributable to Comcast Corporation

$ 2,224 $ 2,017

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statement of Cash Flows

(Unaudited)

Three Months Ended
March 31
(in millions)     2016         2015    

Net cash provided by operating activities

$ 5,110 $ 5,245

Investing Activities

Capital expenditures

(1,885 (1,726

Cash paid for intangible assets

(378 (273

Acquisitions and construction of real estate properties

(140 (24

Acquisitions, net of cash acquired

(24 -

Proceeds from sales of businesses and investments

110 180

Purchases of investments

(448 (32

Other

56 181

Net cash provided by (used in) investing activities

(2,709 (1,694

Financing Activities

Proceeds from (repayments of) short-term borrowings, net

(538 (150

Proceeds from borrowings

3,323 -

Repurchases and repayments of debt

(48 (909

Repurchases and retirements of common stock

(1,249 (2,000

Dividends paid

(611 (572

Issuances of common stock

12 28

Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock

(77 (62

Other

120 141

Net cash provided by (used in) financing activities

932 (3,524

Increase (decrease) in cash and cash equivalents

3,333 27

Cash and cash equivalents, beginning of period

2,295 3,910

Cash and cash equivalents, end of period

$ 5,628 $ 3,937

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

Condensed Consolidated Statement of Changes in Equity

(Unaudited)

Redeemable
Noncontrolling
Interests and
Redeemable
Subsidiary
Preferred Stock

Common Stock

Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock at
Cost
Accumulated
Other
Comprehensive
Income (Loss)

Non-

controlling
Interests

Total
Equity
(in millions) A A Special B

Balance, December 31, 2014

$ 1,066 $ 25 $ 5 $ - $ 38,805 $ 21,539 $ (7,517 $ (146 $ 357 $ 53,068

Stock compensation plans

232 (189 43

Repurchases and retirements of common stock

(407 (1,593 (2,000

Employee stock purchase plans

30 30

Dividends declared

(630 (630

Other comprehensive income (loss)

(42 (15 (57

Contributions from (distributions to) noncontrolling interests, net

(34 (34

Other

7 (24 (24

Net income (loss)

26 2,059 56 2,115

Balance, March 31, 2015

$ 1,099 $ 25 $ 5 $ - $ 38,660 $ 21,186 $ (7,517 $ (188 $ 340 $ 52,511

Balance, December 31, 2015

$ 1,221 $ 29 $ - $ - $ 38,518 $ 21,413 $ (7,517 $ (174 $ 1,709 $ 53,978

Stock compensation plans

176 (137 39

Repurchases and retirements of common stock

(259 (990 (1,249

Employee stock purchase plans

33 33

Dividends declared

(670 (670

Other comprehensive income (loss)

90 137 227

Contributions from (distributions to) noncontrolling interests, net

(5 (36 (36

Other

(10 (4 (4

Net income (loss)

30 2,134 60 2,194

Balance, March 31, 2016

$ 1,236 $ 29 $  - $  - $ 38,464 $ 21,750 $ (7,517 $ (84 $ 1,870 $ 54,512

See accompanying notes to condensed consolidated financial statements.

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Comcast Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Condensed Consolidated Financial Statements

Basis of Presentation

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, financial condition and cash flows 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 2015 Annual Report on Form 10-K.

Reclassifications

Reclassifications have been made to our condensed consolidated financial statements for the prior year period to conform to classifications used in 2016.

Note 2: Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue and by reducing the number of standards to which an entity has to refer. The updated accounting guidance is effective for us as of January 1, 2018. The updated accounting guidance provides companies with alternative methods of adoption. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements and our method of adoption.

Consolidations

In February 2015, the FASB updated the accounting guidance related to consolidation under the variable interest entity ("VIE") and voting interest entity models. The updated accounting guidance modifies the consolidation guidance for VIEs, limited partnerships and similar legal entities. We have adopted this guidance as of January 1, 2016 and it did not have a material impact on our consolidated financial statements.

Financial Assets and Financial Liabilities

In January 2016, the FASB updated the accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things, requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value and that the changes in fair value be recognized in net income. The updated guidance is effective for us as of January 1, 2018. The updated accounting guidance requires a cumulative effect adjustment to beginning retained earnings when the guidance is adopted with certain exceptions. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.

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Comcast Corporation

Leases

In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease do not significantly change from previous guidance. For a lessor, the accounting applied is also largely unchanged from previous guidance. The updated guidance is effective for us as of January 1, 2019 and early adoption is permitted. The updated accounting guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.

Share-Based Compensation

In March 2016, the FASB updated the accounting guidance that affects several aspects of the accounting for share-based compensation. The most significant change for us relates to the presentation of the income and withholding tax consequences of share-based compensation in our consolidated financial statements. Among the changes, the updated guidance requires that the excess income tax benefits or deficiencies that arise when the tax consequences of share-based compensation differ from amounts previously recognized in the statement of income be recognized as income tax benefit or expense in the statement of income rather than as additional paid-in capital in the balance sheet. The guidance also states that excess income tax benefits should not be presented separately from other income taxes in the statement of cash flows and, thus, should be classified as an operating activity rather than a financing activity as they are under the current guidance. In addition, the updated guidance requires when an employer withholds shares upon exercise of options or the vesting of restricted stock for the purpose of meeting withholding tax requirements, that the cash paid for withholding taxes be classified as a financing activity. We currently record these amounts within operating activities.

The updated guidance is effective for us as of January 1, 2017 and early adoption is permitted. The updated guidance provides companies with alternative methods of adoption, with certain items that are allowed to be applied retrospectively and certain other items that are only to be applied prospectively in the period of adoption. We are currently in the process of determining our method of adoption of this updated accounting guidance.

If we had adopted all provisions of the updated guidance as of January 1, 2016, it would have increased net income attributable to Comcast by $111 million and it would have increased net cash provided by operating activities and decreased net cash provided by (used in) financing activities each by $289 million for the three months ended March 31, 2016. The most significant impact of implementing the new guidance will occur in the first quarter of each year as a result of the vesting of restricted stock awards, which primarily occurs in March.

Note 3: Earnings Per Share

Computation of Diluted EPS

Three Months Ended March 31
2016 2015
(in millions, except per share data) Net Income
Attributable to
Comcast
Corporation
Shares Per Share
Amount
Net Income
Attributable to
Comcast
Corporation
Shares Per Share
Amount

Basic EPS attributable to Comcast Corporation shareholders

$ 2,134 2,434 $ 0.88 $ 2,059 2,520 $ 0.82

Effect of dilutive securities:

Assumed exercise or issuance of shares relating to stock plans

28 36

Diluted EPS attributable to Comcast Corporation shareholders

$ 2,134 2,462 $ 0.87 $ 2,059 2,556 $ 0.81

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Comcast Corporation

Diluted earnings per common share attributable to Comcast Corporation shareholders ("diluted EPS") considers the impact of potentially dilutive securities using the treasury stock method. Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units ("RSUs"). The amount of potential common shares related to our share-based compensation plans that were excluded from diluted EPS because their effect would have been antidilutive was not material for the three months ended March 31, 2016 and 2015.

Note 4: Significant Transactions

Universal Studios Japan

On November 13, 2015, NBCUniversal acquired a 51% economic interest in the Universal Studios theme park in Osaka, Japan ("Universal Studios Japan") for $1.5 billion. The acquisition was funded through cash on hand and borrowings under our commercial paper program.

Universal Studios Japan is a VIE based on the governance structure and we consolidate Universal Studios Japan as we have the power to direct activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees, or other financial commitments between us and Universal Studios Japan, and therefore our maximum risk of financial loss is NBCUniversal's 51% interest. Universal Studios Japan's results of operations are reported in our Theme Parks segment following the acquisition date.

Preliminary Allocation of Purchase Price

Due to the limited amount of time since the date of acquisition, the assets and liabilities of Universal Studios Japan were recorded at their historical carrying value. We will adjust these amounts to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. The 49% noncontrolling interest in Universal Studios Japan is recorded in the equity section of our consolidated financial statements and has been recorded based on the total value of Universal Studios Japan implied in the transaction. For purposes of this preliminary allocation, the excess of the total value implied in the transaction over the historical carrying value has been recorded as goodwill.

The table below presents the preliminary allocation of the purchase price to the assets and liabilities of Universal Studios Japan.

Preliminary Allocation of Purchase Price

(in millions)

Property and equipment

$ 642

Intangible assets

57

Working capital

(32

Debt

(3,271

Other noncurrent assets and liabilities

162

Identifiable net assets (liabilities) acquired

(2,442

Noncontrolling interest

(1,440

Goodwill

5,381

Cash consideration transferred

$ 1,499

Actual and Unaudited Pro Forma Results

Our consolidated revenue and net income attributable to Comcast Corporation for the three months ended March 31, 2016 included $293 million and $18 million, respectively, from the acquisition of Universal Studios Japan.

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Comcast Corporation

The following unaudited pro forma information has been presented as if the acquisition occurred on January 1, 2014. This information is based on historical results of operations and is subject to change as valuations are completed and additional analysis is obtained. In addition, the unaudited pro forma accounting adjustments are not necessarily indicative of what our results would have been had we operated Universal Studios Japan since January 1, 2014. No pro forma adjustments have been made for our transaction-related expenses.

(in millions, except per share amounts) Three Months Ended
March 31, 2015

Revenue

$ 18,137

Net income

$ 2,191

Net income attributable to Comcast Corporation

$ 2,084

Basic earnings per common share attributable to Comcast Corporation shareholders

$ 0.83

Diluted earnings per common share attributable to Comcast Corporation shareholders

$ 0.82

Note 5: Film and Television Costs

(in millions) March 31,
2016
December 31,
2015

Film Costs:

Released, less amortization

$ 1,238 $ 1,275

Completed, not released

188 226

In production and in development

1,003 907
2,429 2,408

Television Costs:

Released, less amortization

1,633 1,573

In production and in development

617 737
2,250 2,310

Programming rights, less amortization

2,479 2,350
7,158 7,068

Less: Current portion of programming rights

1,390 1,213

Film and television costs

$ 5,768 $ 5,855

Note 6: Investments

(in millions) March 31,
2016
December 31,
2015

Fair Value Method

$ 165 $ 167

Equity Method:

Atairos

389 -

Hulu

159 184

Other

529 494
1,077 678

Cost Method:

AirTouch

1,587 1,583

Other

884 902
2,471 2,485

Total investments

3,713 3,330

Less: Current investments

75 106

Noncurrent investments

$ 3,638 $ 3,224

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Comcast Corporation

Investment Income (Loss), Net

Three Months Ended
March 31
(in millions)     2016         2015    

Gains on sales and exchanges of investments, net

$ 2 $ -

Investment impairment losses

(20 (15

Unrealized gains (losses) on securities underlying prepaid forward sale agreements

- 42

Mark to market adjustments on derivative component of prepaid forward sale agreements and indexed debt instruments

- (38

Interest and dividend income

29 28

Other, net

19 16

Investment income (loss), net

$ 30 $ 33

Equity Method

The Weather Channel

On January 29, 2016, following a legal restructuring at The Weather Channel, we and the other investors sold the entity holding The Weather Channel's product and technology businesses to IBM. Following the close of the transaction, we continue to hold an investment in The Weather Channel cable network through a new holding company. As a result of the sale of our investment, we recognized a pretax gain of $108 million in other income (expense), net.

Atairos

In 2015, we entered into an agreement to establish Atairos Group, Inc. ("Atairos"), a strategic company focused on investing in and operating companies in a range of industries and business sectors, both domestically and internationally. The agreement became effective as of January 1, 2016. Atairos has a term of up to 12 years and is controlled by management companies led by our former CFO through interests that carry all of the voting rights. We are the only investor other than our former CFO and the other management company employees. We have committed to fund up to $4 billion in the aggregate at any one time in Atairos, subject to certain offsets, and $40 million annually to fund a management fee, subject to certain adjustments, while the management company investors have committed to fund up to $100 million (with at least $40 million to be funded by our former CFO, subject to his continued role with Atairos). Our economic interests do not carry voting rights and obligate us to absorb approximately 99% of any losses and provide us the right to receive approximately 86.5% of any residual returns in Atairos, in either case on a cumulative basis.

We have concluded that Atairos is a VIE, that we do not have the power to direct the activities that most significantly impact the economic performance of Atairos as we have no voting rights and only certain consent rights, and that we are not related parties with our former CFO or the management companies. We therefore do not consolidate Atairos and account for this investment as an equity method investment. There are no other liquidity arrangements, guarantees, or other financial commitments between Comcast and Atairos, and therefore our maximum risk of financial loss is our investment balance and remaining unfunded capital commitment.

For the three months ended March 31, 2016, we provided capital contributions totaling $404 million to Atairos.

Hulu

For the three months ended March 31, 2016 and 2015, we recognized our proportionate share of losses of $25 million and $11 million, respectively, related to our investment in Hulu.

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Comcast Corporation

Cost Method

AirTouch

We hold two series of preferred stock of Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. ("AirTouch"), a subsidiary of Verizon Communications Inc., which are redeemable in April 2020. As of March 31, 2016, the estimated fair value of the AirTouch preferred stock and the estimated fair value of the associated liability related to the redeemable subsidiary preferred shares issued by one of our consolidated subsidiaries were each $1.7 billion. The estimated fair values are based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.

Note 7: Long-Term Debt

As of March 31, 2016, our debt had a carrying value of $55.6 billion and an estimated fair value of $63.4 billion. The estimated fair value of our publicly traded debt is primarily based on Level 1 inputs that use quoted market values for the debt. The estimated fair value of debt for which there are no quoted market prices is based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.

Debt Borrowings and Repayments

In February and March 2016, we issued $1.1 billion aggregate principal amount of 2.75% senior notes due 2023 and $2.2 billion aggregate principal amount of 3.15% senior notes due 2026. We intend to use the proceeds from these offerings for working capital and general corporate purposes, which may include the repayment of debt.

In April 2016, we repaid at maturity $1 billion aggregate principal amount of 2.875% senior notes due 2016 and $700 million aggregate principal amount of NBCUniversal Enterprise Inc.'s ("NBCUniversal Enterprise") senior notes due 2016.

Revolving Credit Facilities

As of March 31, 2016, amounts available under our consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit, totaled $6.9 billion, which included $900 million available under NBCUniversal Enterprise's revolving credit facility.

Commercial Paper Programs

As of March 31, 2016, NBCUniversal Enterprise had $450 million face amount of commercial paper outstanding.

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Note 8: Fair Value Measurements

The accounting guidance related to financial assets and financial liabilities ("financial instruments") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Level 1 consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market. Level 2 consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable either directly or indirectly. Level 3 consists of financial instruments whose values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Our financial instruments that are accounted for at fair value on a recurring basis are presented in the table below.

Recurring Fair Value Measurements

Fair Value as of

March 31,

2016

December 31,
2015
(in millions) Level 1 Level 2 Level 3 Total Total

Assets

Trading securities

$ 15 $ - $ - $ 15 $ 22

Available-for-sale securities

- 124 6 130 133

Interest rate swap agreements

- 63 - 63 53

Other

- 15 20 35 17

Total

$ 15 $ 202 $ 26 $ 243 $ 225

Liabilities

Other

$ - $ 142 $ - $ 142 $ 91

Total

$  - $ 142 $  - $ 142 $ 91

Fair Value of Redeemable Subsidiary Preferred Stock

As of March 31, 2016, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $757 million. The estimated fair value is based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.

Note 9: Share-Based Compensation

Our share-based compensation plans primarily consist 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 Comcast Class A common stock at a discount through payroll deductions.

In March 2016, we granted 5.9 million RSUs and 20.7 million stock options related to our annual management awards. The weighted-average fair values associated with these grants were $59.50 per RSU and $11.45 per stock option.

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Recognized Share-Based Compensation Expense

Three Months Ended
March 31
(in millions)     2016         2015    

Restricted share units

$ 70 $ 58

Stock options

37 35

Employee stock purchase plans

8 8

Total

$ 115 $ 101

As of March 31, 2016, we had unrecognized pretax compensation expense of $903 million and $496 million related to nonvested RSUs and nonvested stock options, respectively.

Note 10: Supplemental Financial Information

Receivables

(in millions) March 31,
2016
December 31,
2015

Receivables, gross

$ 6,952 $ 7,595

Less: Allowance for returns and customer incentives

359 473

Less: Allowance for doubtful accounts

218 226

Receivables, net

$ 6,375 $ 6,896

Accumulated Other Comprehensive Income (Loss)

(in millions) March 31,
2016
March 31,
2015

Unrealized gains (losses) on marketable securities

$ 2 $ 1

Deferred gains (losses) on cash flow hedges

(60 (6

Unrecognized gains (losses) on employee benefit obligations

8 (68

Cumulative translation adjustments

(34 (115

Accumulated other comprehensive income (loss), net of deferred taxes

$ (84 $ (188

Net Cash Provided by Operating Activities

Three Months Ended
March 31
(in millions)     2016         2015    

Net income

$ 2,224 $ 2,141

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2,278 2,066

Share-based compensation

153 135

Noncash interest expense (income), net

55 51

Equity in net (income) losses of investees, net

11 (33

Cash received from investees

16 22

Net (gain) loss on investment activity and other

(126 (121

Deferred income taxes

217 (119

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Current and noncurrent receivables, net

562 119

Film and television costs, net

(80 (38

Accounts payable and accrued expenses related to trade creditors

12 372

Other operating assets and liabilities

(212 650

Net cash provided by operating activities

$ 5,110 $ 5,245

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Cash Payments for Interest and Income Taxes

Three Months Ended
March 31
(in millions)     2016         2015    

Interest

$ 723 $ 691

Income taxes

$ 190 $ 118

Noncash Investing and Financing Activities

During the three months ended March 31, 2016:

we acquired $1.1 billion of property and equipment and intangible assets that were accrued but unpaid

we recorded a liability of $670 million for a quarterly cash dividend of $0.275 per common share to be paid in April 2016

Note 11: Commitments and Contingencies

Split-Dollar Life Insurance Agreements

As previously disclosed, in connection with the passing of our founder, Ralph J. Roberts, we made a lump sum payment in April 2016 to settle all of the benefit obligation liabilities related to split-dollar life insurance agreements with him. In connection with this settlement, in the second quarter of 2016 we will record an operating expense of $116 million and will eliminate substantially all of our liabilities related to split-dollar agreements, which are disclosed in Note 12 of our consolidated financial statements included in our 2015 Annual Report on Form 10-K.

Contingencies

We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions.

We are also subject to other 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.

Note 12: Financial Data by Business Segment

We present our operations in five reportable business segments:

Cable Communications: Consists of the operations of Comcast Cable, which is one of the nation's largest providers of video, high-speed Internet and voice services to residential customers under the XFINITY brand; we also provide these and other services to business customers and sell advertising.

Cable Networks: Consists primarily of our national cable networks, our regional sports and news networks, our international cable networks and our cable television studio production operations.

Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, and our broadcast television studio production operations.

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Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide.

Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan.

In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the tables below.

Three Months Ended March 31, 2016
(in millions) Revenue (g) Operating Income (Loss)
Before Depreciation and
Amortization (h)
Depreciation
and
Amortization
Operating
Income
(Loss)
Capital
Expenditures

Cable Communications (a)(b)

$ 12,204 $ 4,889 $ 1,843 $ 3,046 $ 1,576

NBCUniversal

Cable Networks

2,453 956 190 766 1

Broadcast Television

2,084 284 32 252 19

Filmed Entertainment

1,383 167 8 159 3

Theme Parks (d)

1,026 375 98 277 200

Headquarters and Other (e)

3 (160 86 (246 72

Eliminations (f)

(88 - - - -

NBCUniversal

6,861 1,622 414 1,208 295

Corporate and Other (b)

199 (154 21 (175 14

Eliminations (d)(f)

(474 10 - 10 -

Comcast Consolidated

$ 18,790 $ 6,367 $ 2,278 $ 4,089 $ 1,885

Three Months Ended March 31, 2015
(in millions) Revenue (g) Operating Income (Loss)
Before Depreciation and
Amortization (h)
Depreciation
and
Amortization
Operating
Income
(Loss)
Capital
Expenditures

Cable Communications (a)(b)

$ 11,441 $ 4,658 $ 1,680 $ 2,978 $ 1,446

NBCUniversal

Cable Networks

2,359 898 184 714 6

Broadcast Television (c)

2,248 182 29 153 11

Filmed Entertainment

1,446 293 5 288 1

Theme Parks (d)

651 244 66 178 162

Headquarters and Other (e)

4 (140 80 (220 88

Eliminations (f)

(104 (2 - (2 -

NBCUniversal

6,604 1,475 364 1,111 268

Corporate and Other (b)

193 (209 22 (231 12

Eliminations (d)(f)

(385 32 - 32 -

Comcast Consolidated

$ 17,853 $ 5,956 $ 2,066 $ 3,890 $ 1,726

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(a)

For the three months ended March 31, 2016 and 2015, Cable Communications segment revenue was derived from the following sources:

Three Months Ended
March 31
    2016         2015    

Residential:

Video

45.4 46.6

High-speed Internet

26.8 26.6

Voice

7.3 7.9

Business services

10.7 9.8

Advertising

4.6 4.4

Other

5.2 4.7

Total

100.0 100.0

Subscription revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service's price on a stand-alone basis.

For the three months ended March 31, 2016 and 2015, 2.9% and 2.8%, respectively, of Cable Communications segment revenue was derived from franchise and other regulatory fees.

(b)

Beginning in the first quarter of 2016, certain operations and businesses, including several strategic business initiatives, that were previously presented in Corporate and Other are now presented in our Cable Communications segment to reflect a change in our management reporting presentation. For segment reporting purposes, we have adjusted all periods presented to reflect this change.

(c)

The revenue and operating costs and expenses associated with our broadcast of the 2015 Super Bowl were reported in our Broadcast Television segment.

(d)

Beginning in the fourth quarter of 2015, we changed our method of accounting for a contractual obligation that involves an interest in the revenue of certain theme parks. As a result of the change, amounts payable based on current period revenue are presented in operating costs and expenses. Amounts paid through the third quarter of 2015 were included in other income (expense), net in our consolidated statement of income. For segment reporting purposes, we have adjusted periods prior to the fourth quarter of 2015 to reflect management reporting presentation for this expense on a consistent basis for all periods in the Theme Parks segment and total NBCUniversal, which resulted in a corresponding offsetting adjustment in Eliminations to reconcile to consolidated totals.

(e)

NBCUniversal Headquarters and Other activities include costs associated with overhead, personnel costs and headquarter initiatives.

(f)

Included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:

our Cable Networks segment generates revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount

our Broadcast Television segment generates revenue from the fees received under retransmission consent agreements with our Cable Communications segment

our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment

our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment

(g)

No single customer accounted for a significant amount of revenue in any period.

(h)

We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on the sale of assets, if any, as the measure of profit or loss for our operating segments. 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. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure 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 may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

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Note 13: Condensed Consolidating Financial Information

Comcast ("Comcast Parent"), Comcast Cable Communications, LLC ("CCCL Parent"), and NBCUniversal ("NBCUniversal Media Parent") have fully and unconditionally guaranteed each other's debt securities. In addition, the Comcast and Comcast Cable Communications, LLC $6.25 billion revolving credit facility due 2017 (the "Comcast revolving credit facility") and the Comcast commercial paper program are also fully and unconditionally guaranteed by NBCUniversal. The Comcast commercial paper program is supported by the Comcast revolving credit facility.

Comcast Parent and CCCL Parent also fully and unconditionally guarantee NBCUniversal Enterprise's $4 billion senior notes, as well as the NBCUniversal Enterprise revolving credit facility and the associated commercial paper program. NBCUniversal Media Parent does not guarantee the NBCUniversal Enterprise senior notes, credit facility or commercial paper program.

Comcast Parent provides an unconditional subordinated guarantee of the $185 million principal amount currently outstanding of Comcast Holdings' ZONES due October 2029. Neither CCCL Parent nor NBCUniversal Media Parent guarantee the Comcast Holdings' ZONES due October 2029. None of Comcast Parent, CCCL Parent nor NBCUniversal Media Parent guarantee the $62 million principal amount currently outstanding of Comcast Holdings' ZONES due November 2029 or the $3.5 billion of Universal Studios Japan term loans.

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Condensed Consolidating Balance Sheet

March 31, 2016

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor

Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Assets

Cash and cash equivalents

$  - $  - $  - $ 178 $ 5,450 $  - $ 5,628

Receivables, net

- - - - 6,375 - 6,375

Programming rights

- - - - 1,390 - 1,390

Other current assets

74 - - 24 1,689 - 1,787

Total current assets

74 - - 202 14,904 - 15,180

Film and television costs

- - - - 5,768 - 5,768

Investments

41 - - 442 3,155 - 3,638

Investments in and amounts due from subsidiaries eliminated upon consolidation

90,281 113,635 121,305 43,623 110,013 (478,857 -

Property and equipment, net

211 - - - 33,911 - 34,122

Franchise rights

- - - - 59,364 - 59,364

Goodwill

- - - - 33,458 - 33,458

Other intangible assets, net

11 - - - 16,821 - 16,832

Other noncurrent assets, net

1,258 147 - 83 2,059 (1,310 2,237

Total assets

$ 91,876 $ 113,782 $ 121,305 $ 44,350 $ 279,453 $ (480,167 $ 170,599

Liabilities and Equity

Accounts payable and accrued expenses related to trade creditors

$ 27 $  - $  - $  - $ 6,306 $  - $ 6,333

Accrued participations and residuals

- - - - 1,510 - 1,510

Accrued expenses and other current liabilities

1,795 335 405 371 4,216 - 7,122

Current portion of long-term debt

1,749 - - 1,004 1,366 - 4,119

Total current liabilities

3,571 335 405 1,375 13,398 - 19,084

Long-term debt, less current portion

33,406 131 2,650 8,208 7,120 - 51,515

Deferred income taxes

- 624 - 68 34,293 (1,164 33,821

Other noncurrent liabilities

2,257 - - 1,125 7,195 (146 10,431

Redeemable noncontrolling interests and redeemable subsidiary preferred stock

- - - - 1,236 - 1,236

Equity:

Common stock

29 - - - - - 29

Other shareholders' equity

52,613 112,692 118,250 33,574 214,341 (478,857 52,613

Total Comcast Corporation shareholders' equity

52,642 112,692 118,250 33,574 214,341 (478,857 52,642

Noncontrolling interests

- - - - 1,870 - 1,870

Total equity

52,642 112,692 118,250 33,574 216,211 (478,857 54,512

Total liabilities and equity

$ 91,876 $ 113,782 $ 121,305 $ 44,350 $ 279,453 $ (480,167 $ 170,599

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Comcast Corporation

Condensed Consolidating Balance Sheet

December 31, 2015

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor

Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Assets

Cash and cash equivalents

$  - $  - $  - $ 414 $ 1,881 $  - $ 2,295

Receivables, net

- - - - 6,896 - 6,896

Programming rights

- - - - 1,213 - 1,213

Other current assets

69 - - 17 1,813 - 1,899

Total current assets

69 - - 431 11,803 - 12,303

Film and television costs

- - - - 5,855 - 5,855

Investments

33 - - 430 2,761 - 3,224

Investments in and amounts due from subsidiaries eliminated upon consolidation

87,142 111,241 119,354 42,441 109,598 (469,776 -

Property and equipment, net

210 - - - 33,455 - 33,665

Franchise rights

- - - - 59,364 - 59,364

Goodwill

- - - - 32,945 - 32,945

Other intangible assets, net

12 - - - 16,934 - 16,946

Other noncurrent assets, net

1,301 147 - 78 2,114 (1,368 2,272

Total assets

$ 88,767 $ 111,388 $ 119,354 $ 43,380 $ 274,829 $ (471,144 $ 166,574

Liabilities and Equity

Accounts payable and accrued expenses related to trade creditors

$ 16 $  - $  - $  - $ 6,199 $  - $ 6,215

Accrued participations and residuals

- - - - 1,572 - 1,572

Accrued expenses and other current liabilities

1,789 335 290 389 3,961 - 6,764

Current portion of long-term debt

1,149 - - 1,005 1,473 - 3,627

Total current liabilities

2,954 335 290 1,394 13,205 - 18,178

Long-term debt, less current portion

31,106 130 2,650 8,211 6,897 - 48,994

Deferred income taxes

- 624 - 66 34,098 (1,222 33,566

Other noncurrent liabilities

2,438 - - 1,087 7,258 (146 10,637

Redeemable noncontrolling interests and redeemable subsidiary preferred stock

- - - - 1,221 - 1,221

Equity:

Common stock

29 - - - - - 29

Other shareholders' equity

52,240 110,299 116,414 32,622 210,441 (469,776 52,240

Total Comcast Corporation shareholders' equity

52,269 110,299 116,414 32,622 210,441 (469,776 52,269

Noncontrolling interests

- - - - 1,709 - 1,709

Total equity

52,269 110,299 116,414 32,622 212,150 (469,776 53,978

Total liabilities and equity

$ 88,767 $ 111,388 $ 119,354 $ 43,380 $ 274,829 $ (471,144 $ 166,574

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Comcast Corporation

Condensed Consolidating Statement of Income

For the Three Months Ended March 31, 2016

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor

Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Revenue:

Service revenue

$  - $  - $  - $  - $ 18,790 $  - $ 18,790

Management fee revenue

259 - 254 - - (513 -
259 - 254 - 18,790 (513 18,790

Costs and Expenses:

Programming and production

- - - - 5,431 - 5,431

Other operating and administrative

156 - 254 295 5,333 (513 5,525

Advertising, marketing and promotion

- - - - 1,467 - 1,467

Depreciation

8 - - - 1,777 - 1,785

Amortization

1 - - - 492 - 493
165 - 254 295 14,500 (513 14,701

Operating income (loss)

94 - - (295 4,290 - 4,089

Other Income (Expense):

Interest expense

(451 (3 (59 (117 (73 - (703

Investment income (loss), net

- - - (2 32 - 30

Equity in net income (losses) of investees, net

2,366 2,264 2,114 1,297 991 (9,043 (11

Other income (expense), net

- - - 124 6 - 130
1,915 2,261 2,055 1,302 956 (9,043 (554

Income (loss) before income taxes

2,009 2,261 2,055 1,007 5,246 (9,043 3,535

Income tax (expense) benefit

125 1 21 (5 (1,453 - (1,311

Net income (loss)

2,134 2,262 2,076 1,002 3,793 (9,043 2,224

Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock

- - - - (90 - (90

Net income (loss) attributable to Comcast Corporation

$ 2,134 $ 2,262 $ 2,076 $ 1,002 $ 3,703 $ (9,043 $ 2,134

Comprehensive income (loss) attributable to Comcast Corporation

$ 2,224 $ 2,306 $ 2,078 $ 1,146 $ 3,705 $ (9,235 $ 2,224

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Condensed Consolidating Statement of Income

For the Three Months Ended March 31, 2015

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor

Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Revenue:

Service revenue

$  - $  - $  - $  - $ 17,853 $  - $ 17,853

Management fee revenue

244 - 237 - - (481 -
244 - 237 - 17,853 (481 17,853

Costs and Expenses:

Programming and production

- - - - 5,463 - 5,463

Other operating and administrative

226 - 237 237 4,855 (481 5,074

Advertising, marketing and promotion

- - - - 1,360 - 1,360

Depreciation

8 - - - 1,626 - 1,634

Amortization

1 - - - 431 - 432
235 - 237 237 13,735 (481 13,963

Operating income (loss)

9 - - (237 4,118 - 3,890

Other Income (Expense):

Interest expense

(410 (3 (73 (120 (50 - (656

Investment income (loss), net

1 2 - (6 36 - 33

Equity in net income (losses) of investees, net

2,322 2,226 1,992 1,231 885 (8,623 33

Other income (expense), net

(5 - - (11 118 - 102
1,908 2,225 1,919 1,094 989 (8,623 (488

Income (loss) before income taxes

1,917 2,225 1,919 857 5,107 (8,623 3,402

Income tax (expense) benefit

142 - 25 (5 (1,423 - (1,261

Net income (loss)

2,059 2,225 1,944 852 3,684 (8,623 2,141

Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock

- - - - (82 - (82

Net income (loss) attributable to Comcast Corporation

$ 2,059 $ 2,225 $ 1,944 $ 852 $ 3,602 $ (8,623 $ 2,059

Comprehensive income (loss) attributable to Comcast Corporation

$ 2,017 $ 2,209 $ 1,942 $ 801 $ 3,601 $ (8,553 $ 2,017

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Comcast Corporation

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2016

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor
Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Net cash provided by (used in) operating activities

$ (490 $  - $ 78 $ (391 $ 5,913 $  - $ 5,110

Investing Activities

Net transactions with affiliates

(679 - (78 63 694 - -

Capital expenditures

(3 - - - (1,882 - (1,885

Cash paid for intangible assets

- - - - (378 - (378

Acquisitions and construction of real estate properties

- - - - (140 - (140

Acquisitions, net of cash acquired

- - - - (24 - (24

Proceeds from sales of businesses and investments

- - - 101 9 - 110

Purchases of investments

(7 - - - (441 - (448

Other

7 - - (5 54 - 56

Net cash provided by (used in) investing activities

(682 - (78 159 (2,108 - (2,709

Financing Activities

Proceeds from (repayments of) short-term borrowings, net

(400 - - - (138 - (538

Proceeds from borrowings

3,323 - - - - - 3,323

Repurchases and repayments of debt

- - - (4 (44 - (48

Repurchases and retirements of common stock

(1,249 - - - - - (1,249

Dividends paid

(611 - - - - - (611

Issuances of common stock

12 - - - - - 12

Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock

- - - - (77 - (77

Other

97 - - - 23 - 120

Net cash provided by (used in) financing activities

1,172 - - (4 (236 - 932

Increase (decrease) in cash and cash equivalents

- - - (236 3,569 - 3,333

Cash and cash equivalents, beginning of period

- - - 414 1,881 - 2,295

Cash and cash equivalents, end of period

$  - $  - $  - $ 178 $ 5,450 $  - $ 5,628

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Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2015

(in millions)

Comcast

Parent

Comcast

Holdings

CCCL

Parent

NBCUniversal
Media Parent

Non-

Guarantor
Subsidiaries

Elimination

and

Consolidation

Adjustments

Consolidated

Comcast

Corporation

Net cash provided by (used in) operating activities

$ (294 $ (1 $ 34 $ (361 $ 5,867 $  - $ 5,245

Investing Activities

Net transactions with affiliates

3,609 1 (34 321 (3,897 - -

Capital expenditures

(6 - - - (1,720 - (1,726

Cash paid for intangible assets

- - - - (273 - (273

Acquisitions and construction of real estate properties

- - - - (24 - (24

Proceeds from sales of businesses and investments

- - - - 180 - 180

Purchases of investments

- - - - (32 - (32

Other

- - - (5 186 - 181

Net cash provided by (used in) investing activities

3,603 1 (34 316 (5,580 - (1,694

Financing Activities

Proceeds from (repayments of) short-term borrowings, net

- - - - (150 - (150

Proceeds from borrowings

- - - - - - -

Repurchases and repayments of debt

(900 - - (1 (8 - (909

Repurchases and retirements of common stock

(2,000 - - - - - (2,000

Dividends paid

(572 - - - - - (572

Issuances of common stock

28 - - - - - 28

Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock

- - - - (62 - (62

Other

135 - - - 6 - 141

Net cash provided by (used in) financing activities

(3,309 - - (1 (214 - (3,524

Increase (decrease) in cash and cash equivalents

- - - (46 73 - 27

Cash and cash equivalents, beginning of period

- - - 385 3,525 - 3,910

Cash and cash equivalents, end of period

$ - $  - $ - $ 339 $ 3,598 $ - $ 3,937

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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. We present our operations for Comcast Cable in one reportable business segment, referred to as Cable Communications, and our operations for NBCUniversal in four reportable business segments. The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses (collectively, the "NBCUniversal segments").

Cable Communications Segment

Comcast Cable is one of the nation's largest providers of video, high-speed Internet and voice services ("cable services") to residential customers under the XFINITY brand, and we also provide these and other services to business customers. As of March 31, 2016, our cable systems had 28.0 million total customer relationships; served 22.4 million video customers, 23.8 million high-speed Internet customers and 11.6 million voice customers; and passed more than 55 million homes and businesses. Our Cable Communications segment generates revenue primarily from residential and business customers subscribing to our cable services, which we market individually and as bundled services, and from the sale of advertising. During the three months ended March 31, 2016, our Cable Communications segment generated 65% of our consolidated revenue and 77% of our operating income before depreciation and amortization.

NBCUniversal Segments

NBCUniversal is one of the world's leading media and entertainment companies that develops, produces and distributes entertainment, news and information, sports, and other content for global audiences, and owns and operates theme parks worldwide.

Cable Networks

Our Cable Networks segment consists primarily of a diversified portfolio of cable television networks. Our cable networks are comprised of our national cable networks, which provide a variety of entertainment, news and information, and sports content, our regional sports and news networks, various international cable networks, our cable television studio production operations, and related digital media properties. Our Cable Networks segment generates revenue primarily from the distribution of our cable network programming to multichannel video providers, from the sale of advertising units on our cable networks and related digital media properties, from the licensing of our owned programming to cable and broadcast networks and subscription video on demand services, and from the sale of our owned programming through digital distributors such as iTunes. Our Cable Networks segment also generates revenue from the production of programming for third-party networks and subscription video on demand services.

Broadcast Television

Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and related digital media properties. Our Broadcast Television segment generates revenue primarily from the sale of advertising units on our broadcast networks, owned local television stations and related digital media properties, from the licensing of our owned programming to various distribution platforms, including to cable and broadcast networks as well as to subscription video on demand services, from fees received under retransmission consent agreements, and from the sale of our owned programming on standard-definition video discs and Blu-ray discs (together, "DVDs") and in digital formats.

Filmed Entertainment

Our Filmed Entertainment segment primarily produces, acquires, markets and distributes filmed entertainment worldwide, and it also develops, produces and licenses live stage plays. Our films are produced primarily under

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the Universal Pictures, Illumination and Focus Features names. Our Filmed Entertainment segment generates revenue primarily from the worldwide theatrical release of our owned and acquired films for exhibition in movie theaters, from the licensing of our owned and acquired films through various distribution platforms, and from the sale of our owned and acquired films on DVDs and in digital formats. Our Filmed Entertainment segment also generates revenue from producing and licensing live stage plays, from distributing filmed entertainment produced by third parties, and from Fandango, our movie ticketing and entertainment business.

Theme Parks

Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida and Hollywood, California. In November 2015, NBCUniversal acquired a 51% interest in the Universal Studios theme park in Osaka, Japan ("Universal Studios Japan"). In addition, along with a consortium of Chinese state-owned companies, we are developing a theme park in China. Our Theme Parks segment generates revenue primarily from ticket sales and guest spending at our theme parks, as well as from licensing and other fees for intellectual property licenses and other services.

Competition

The results of operations of our reportable business segments are affected by competition, as all of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products and services, and entertainment, news and information content to consumers.

For additional information on the competition our businesses face, see Item 1A: Risk Factors included in our 2015 Annual Report on Form 10-K and refer to the risk factors within that section entitled "Our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively" and "Changes in consumer behavior driven by alternative methods for viewing content may adversely affect our businesses and challenge existing business models."

Seasonality and Cyclicality

Each of our businesses is subject to seasonal and cyclical variations. In our Cable Communications segment, our results are impacted by the seasonal nature of customers receiving our cable services in college and vacation markets. This generally results in a reduction in net customer additions in the second quarter and an increase in net customer additions in the third and fourth quarters of each year.

Revenue in our Cable Communications, Cable Networks and Broadcast Television segments is subject to cyclical advertising patterns and changes in viewership levels. Our U.S. advertising revenue is generally higher in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and in the period leading up to and including the holiday season. U.S. advertising revenue is also cyclical, with a benefit in even-numbered years due to advertising related to candidates running for political office and issue-oriented advertising. Revenue in our Cable Networks and Broadcast Television segments fluctuates depending on the timing of when our programming is aired on television, which typically results in higher advertising revenue in the second and fourth quarters of each year. Our revenue and operating costs and expenses, excluding depreciation and amortization ("operating costs and expenses") are cyclical as a result of our periodic broadcasts of major sporting events such as the Olympic Games, which affect our Cable Networks and Broadcast Television segments, and the Super Bowl, which affect our Broadcast Television segment. Our advertising revenue generally increases in the period of these broadcasts due to increased demand for advertising time, and our operating costs and expenses also increase as a result of our production costs and the amortization of the related rights fees.

Revenue in our Filmed Entertainment segment fluctuates due to the timing of the release of films in movie theaters, on DVD and through digital distribution services. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods. As a result, revenue tends to be seasonal, with increases experienced each year during the summer months and around the holidays. Revenue in our Cable Networks, Broadcast Television and Filmed Entertainment segments also fluctuates due to the timing of when our content is made available to licensees.

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Revenue in our Theme Parks segment fluctuates with changes in theme park attendance that result from the seasonal nature of vacation travel and weather variations, local entertainment offerings and the opening of new attractions. Our theme parks generally experience peak attendance during the summer months when schools are closed and during early winter and spring holiday periods.

Consolidated Operating Results

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015    

Revenue

$ 18,790 $ 17,853 5.3

Costs and Expenses:

Programming and production

5,431 5,463 (0.6

Other operating and administrative

5,525 5,074 8.9

Advertising, marketing and promotion

1,467 1,360 7.8

Depreciation

1,785 1,634 9.2

Amortization

493 432 14.2

Operating income

4,089 3,890 5.1

Other income (expense) items, net

(554 (488 13.5

Income before income taxes

3,535 3,402 3.9

Income tax expense

(1,311 (1,261 4.0

Net income

2,224 2,141 3.9

Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock

(90 (82 10.7

Net income attributable to Comcast Corporation

$ 2,134 $ 2,059 3.6

All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.

Consolidated Revenue

Our Cable Communications, Cable Networks and Theme Parks segments accounted for the increase in consolidated revenue for the three months ended March 31, 2016. The increase in our Theme Parks segment was associated with the acquisition of a 51% interest in Universal Studios Japan in November 2015. The increase in consolidated revenue was partially offset by a decrease in revenue in our Broadcast Television and Filmed Entertainment segments. Consolidated revenue for the three months ended March 31, 2015 includes $376 million of revenue associated with our broadcast of the 2015 Super Bowl in February 2015.

Revenue for our segments is discussed separately below under the heading "Segment Operating Results." Revenue for our other businesses is discussed separately below under the heading "Corporate and Other Results of Operations."

Consolidated Costs and Expenses

Our Cable Communications, Cable Networks, Filmed Entertainment and Theme Parks segments accounted for substantially all of the increase in consolidated operating costs and expenses for the three months ended March 31, 2016. The increase in our Theme Parks segment was associated with the acquisition of a 51% interest in Universal Studios Japan in November 2015. The increase in consolidated operating costs and expenses was partially offset by lower operating costs and expenses in our Broadcast Television segment, which is primarily due to our broadcast of the 2015 Super Bowl in the prior year period. For the three months ended March 31, 2015, our consolidated operating costs and expenses also include transaction-related costs associated with the Time Warner Cable merger and the divestiture transactions of $99 million.

Operating costs and expenses for our segments is discussed separately below under the heading "Segment Operating Results." Operating costs and expenses for our corporate and other businesses is discussed separately below under the heading "Corporate and Other Results of Operations."

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Consolidated Depreciation and Amortization

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015    

Cable Communications

$ 1,843 $ 1,680 9.7

NBCUniversal

414 364 13.6

Corporate and Other

21 22 (4.4

Comcast Consolidated

$ 2,278 $ 2,066 10.2

Consolidated depreciation and amortization expenses increased for the three months ended March 31, 2016 primarily due to increases in capital expenditures, as well as expenditures for software, in our Cable Communications segment in recent years and the acquisition of a 51% interest in Universal Studios Japan in NBCUniversal's Theme Parks segment. We continue to invest in customer premise equipment, primarily for our X1 platform, wireless gateways and Cloud DVR technology, and in equipment to increase our network capacity. In addition, because these assets generally have shorter estimated useful lives, our depreciation expenses have increased.

Segment Operating Results

Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses from the sale of assets, if any, as the measure of profit or loss for our operating segments. 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. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure 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 may not be directly comparable to similar measures used by other companies. Because we use operating income (loss) before depreciation and amortization to measure our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States ("GAAP"), in the business segment footnote to our condensed consolidated financial statements (see Note 12 to Comcast's condensed consolidated financial statements and Note 10 to NBCUniversal's condensed consolidated financial statements). This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation or NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

We have adjusted prior period segment operating results to reflect certain changes in our management reporting presentation. See Note 12 to Comcast's condensed consolidated financial statements and Note 10 to NBCUniversal's condensed consolidated financial statements for additional information on these changes.

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Cable Communications Segment Results of Operations

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015     $ %

Revenue

Residential:

Video

$ 5,538 $ 5,331 $ 207 3.9

High-speed Internet

3,275 3,044 231 7.6

Voice

896 906 (10 (1.1

Business services

1,311 1,116 195 17.5

Advertising

559 499 60 12.1

Other

625 545 80 14.8

Total revenue

12,204 11,441 763 6.7

Operating costs and expenses

Programming

2,891 2,644 247 9.4

Technical and product support

1,530 1,440 90 6.3

Customer service

629 582 47 8.0

Franchise and other regulatory fees

365 334 31 9.4

Advertising, marketing and promotion

837 789 48 6.1

Other

1,063 994 69 6.9

Total operating costs and expenses

7,315 6,783 532 7.8

Operating income before depreciation and amortization

$ 4,889 $ 4,658 $ 231 5.0

Customer Metrics

Total Customers Net Additional Customers
March 31 Three Months Ended
March 31
(in thousands)     2016         2015         2016         2015    

Total customer relationships

27,970 27,234 269 199

Single product customers

8,410 8,399 45 (10

Double product customers

9,346 8,890 125 140

Triple product customers

10,214 9,945 99 69

Video customers

22,400 22,375 53 (8

High-speed Internet customers

23,767 22,369 438 407

Voice customers

11,577 11,270 102 77

Average monthly total revenue per customer relationship

$ 146.15 $ 140.54

Customer metrics include residential and business customers and are presented based on actual amounts. Minor differences may exist due to rounding. Customer relationships represent the number of residential and business customers that subscribe to at least one of our cable services. Single product, double product and triple product customers represent customers that subscribe to one, two or three of our cable services, respectively.

Our Cable Communications segment operating margin is operating income before depreciation and amortization as a percentage of revenue. The most significant operating costs and expenses for our Cable Communications segment are the programming expenses we incur to provide content to our video customers. We expect that our programming expenses will continue to increase, which may negatively impact our operating margin. We will attempt to mitigate increases in operating costs and expenses by growing revenue, particularly in our high-speed Internet, video and business services businesses.

Cable Communications Segment-Revenue

Video

Video revenue increased 3.9% for the three months ended March 31, 2016 compared to the same period in 2015. The primary contributors to revenue growth were rate adjustments and, to a lesser extent, an increase in the number of residential customers subscribing to additional services such as premium channels and advanced

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services, which collectively resulted in an increase in revenue of 4.3%. We have in the past, and may in the future, experience declines in the number of residential video customers due to competitive pressures and the impact of rate adjustments.

High-Speed Internet

High-speed Internet revenue increased 7.6% for the three months ended March 31, 2016 compared to the same period in 2015. An increase in the number of residential customers receiving our high-speed Internet service accounted for an increase in revenue of 5.9% for the three months ended March 31, 2016. The remaining increase in revenue for the three months ended March 31, 2016 was primarily due to an increase in the number of customers receiving higher levels of service and rate adjustments. Our customer base continues to grow as consumers continue to choose our high-speed Internet service and seek higher-speed offerings.

Voice

Voice revenue decreased 1.1% for the three months ended March 31, 2016 compared to the same period in 2015. While the number of residential customers receiving voice services through our discounted bundled service offerings increased for the three months ended March 31, 2016, revenue was negatively impacted by the allocation of voice revenue for our customers who receive bundled services. The amount allocated to voice revenue in the rate charged for bundled services decreased for the three months ended March 31, 2016 because video and high-speed Internet rates increased while voice rates remained relatively flat.

Business Services

Business services revenue increased 17.5% for the three months ended March 31, 2016 compared to the same period in 2015. The increase was primarily due to an increase in the number of small business customers as well as continued growth in our medium-sized business services, including Ethernet network and advanced voice services. We believe the increase in the number of business customers is primarily the result of our efforts to gain market share from competitors by offering competitive services and pricing.

Advertising

Advertising revenue increased 12.1% for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increases in our national advertising market and political advertising revenue. Excluding political advertising revenue, advertising revenue increased 7.6% for the three months ended March 31, 2016 compared to the same period in 2015.

For the three months ended March 31, 2016 and 2015, 5% and 4%, respectively, of our Cable Communications segment advertising revenue was generated from our NBCUniversal segments. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.

Other

Other revenue increased 14.8% for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in cable franchise and other regulatory fees and an increase in revenue from our home security and automation services.

Cable Communications Segment-Operating Costs and Expenses

Programming expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increases in programming license fees, including contract renewals, retransmission consent fees, sports programming costs and fees to secure rights for additional programming for our customers across an increasing number of platforms.

Technical and product support expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to expenses related to the development, delivery and support of our enhanced devices, including our X1 set-top boxes, Cloud DVR technology and wireless gateways, and the continued growth in business services and home security and automation services. The increase was also due to expenses related to investments we are making to improve the customer experience.

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Customer service expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increased support for improving the customer experience and an increase in total labor costs associated with increases in customer service activity. The increase in customer service activity was due to sales and support activities associated with the continued deployment of our enhanced devices and services, which include our X1 platform, wireless gateways, and home security and automation services, and the continued growth in business services.

Franchise and other regulatory fees increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increases in the revenue on which the fees apply.

Advertising, marketing and promotion expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in spending associated with attracting new residential and business services customers and encouraging existing customers to add additional or higher-tier services.

Other costs and expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in costs to support our advertising sales business, as well as an increase in other administrative costs.

NBCUniversal Segments Actual and Pro Forma Results of Operations

Three Months Ended March 31 Increase/(Decrease)
2016 2015 % %
(in millions) Actual Actual Pro Forma
Adjustments (a)
Pro Forma
Combined
Actual Pro Forma
Combined

Revenue

Cable Networks

$ 2,453 $ 2,359 $  - $ 2,359 4.0

Broadcast Television

2,084 2,248 - 2,248 (7.3

Filmed Entertainment

1,383 1,446 - 1,446 (4.3

Theme Parks

1,026 651 284 935 57.5 9.6

Headquarters, other and eliminations

(85 (100 - (100 NM

Total revenue

$ 6,861 $ 6,604 $ 284 $ 6,888 3.9 (0.4 )% 

Operating Income Before Depreciation and Amortization

Cable Networks

$ 956 $ 898 $  - $ 898 6.4

Broadcast Television

284 182 - 182 56.5

Filmed Entertainment

167 293 - 293 (43.1

Theme Parks

375 244 119 363 53.6 3.3

Headquarters, other and eliminations

(160 (142 - (142 NM

Total operating income before depreciation and amortization

$ 1,622 $ 1,475 $ 119 $ 1,594 10.0 1.8

Percentage changes that are considered not meaningful are denoted with NM.

(a)

Pro forma adjustments are presented as if the acquisition of the 51% interest of Universal Studios Japan occurred on January 1, 2014. Pro forma information does not include adjustments for costs related to transaction-related costs, integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. The pro forma amounts are based on historical results of operations and are subject to change as valuations are completed and additional analysis is obtained. Pro forma amounts are not necessarily indicative of what our results would have been had we operated Universal Studios Japan since January 1, 2014, nor of our future results.

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Cable Networks Segment Results of Operations

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015     $ %

Revenue

Distribution

$ 1,438 $ 1,358 $ 80 5.9

Advertising

851 851 - -

Content licensing and other

164 150 14 10.0

Total revenue

2,453 2,359 94 4.0

Operating costs and expenses

Programming and production

1,058 1,023 35 3.5

Other operating and administrative

307 305 2 0.9

Advertising, marketing and promotion

132 133 (1 (0.9

Total operating costs and expenses

1,497 1,461 36 2.5

Operating income before depreciation and amortization

$ 956 $ 898 $ 58 6.4

Cable Networks Segment-Revenue

Cable Networks revenue increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increases in distribution revenue and content licensing and other revenue. The increase in distribution revenue was primarily due to increases in the contractual rates charged under distribution agreements and contract renewals which were partially offset by a decline in the number of subscribers at our cable networks. The increase in content licensing and other revenue was primarily due to the timing of content provided under our licensing agreements. Advertising revenue was flat for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to the benefit from a reduction in deferred advertising revenue in the prior year period and continued declines in audience ratings at our networks, which were offset by higher prices for advertising units sold.

For the three months ended March 31, 2016 and 2015, 15% and 14%, respectively, of our Cable Networks segment revenue was generated from our Cable Communications segment. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.

Cable Networks Segment-Operating Costs and Expenses

Operating costs and expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in programming and production costs. The increase in programming and production costs was primarily due to our continued investment in original programming, as well as sports programming rights costs.

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Broadcast Television Segment Results of Operations

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015     $ %

Revenue

Advertising

$ 1,275 $ 1,539 $ (264 (17.2 )% 

Content licensing

490 485 5 1.0

Distribution and other

319 224 95 43.1

Total revenue

2,084 2,248 (164 (7.3

Operating costs and expenses

Programming and production

1,363 1,626 (263 (16.2

Other operating and administrative

318 310 8 2.5

Advertising, marketing and promotion

119 130 (11 (8.5

Total operating costs and expenses

1,800 2,066 (266 (12.9

Operating income before depreciation and amortization

$ 284 $ 182 $ 102 56.5

Broadcast Television Segment-Revenue

Broadcast Television revenue decreased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to additional advertising revenue in the prior year period associated with our broadcast of the 2015 Super Bowl. Excluding $376 million of revenue associated with our broadcast of the 2015 Super Bowl in the prior year period, revenue increased 11.4% primarily due to higher prices for and an increase in the volume of advertising units sold and the broadcast of one additional NFL game compared to the same period in 2015. Distribution and other revenue also increased due to increased fees recognized under our retransmission consent agreements.

Broadcast Television Segment-Operating Costs and Expenses

Operating costs and expenses decreased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to higher programming and production costs in the prior year period associated with our broadcast of the 2015 Super Bowl.

Filmed Entertainment Segment Results of Operations

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015     $ %

Revenue

Theatrical

$ 236 $ 371 $ (135 (36.4 )% 

Content licensing

652 538 114 21.2

Home entertainment

275 364 (89 (24.4

Other

220 173 47 27.1

Total revenue

1,383 1,446 (63 (4.3

Operating costs and expenses

Programming and production

622 611 11 1.8

Other operating and administrative

209 196 13 6.8

Advertising, marketing and promotion

385 346 39 11.3

Total operating costs and expenses

1,216 1,153 63 5.5

Operating income before depreciation and amortization

$ 167 $ 293 $ (126 (43.1 )% 

Filmed Entertainment Segment-Revenue

Filmed Entertainment revenue decreased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to decreases in theatrical revenue and home entertainment revenue, which were partially offset by increases in content licensing revenue and other revenue. The decrease in theatrical revenue was

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primarily due to the strong performance of Fifty Shades of Grey in the prior year period. The decrease in home entertainment revenue was primarily due to the strong performance of several releases in the prior year period, including Lucy . The increase in content licensing revenue was primarily due to the timing of when content was made available under licensing agreements as well as a new content licensing agreement. The increase in other revenue was primarily due to increases in Fandango revenue and consumer products revenue.

Filmed Entertainment Segment-Operating Costs and Expenses

Operating costs and expenses increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in advertising, marketing and promotion expenses.

Theme Parks Segment Actual and Pro Forma Results of Operations

Three Months Ended March 31 Increase/(Decrease)
    2016     2015 Actual Pro Forma
Combined
(in millions) Actual Actual Pro Forma
Adjustments
Pro Forma
Combined
$ % $ %

Revenue

$ 1,026 $ 651 $ 284 $ 935 $ 375 57.5 $ 91 9.6

Operating costs and expenses

651 407 165 572 244 59.9 79 13.7

Operating income before depreciation and amortization

$ 375 $ 244 $ 119 $ 363 $ 131 53.6 $ 12 3.3

Theme Parks Segment-Revenue

Theme Parks revenue increased for the three months ended March 31, 2016 compared to the pro forma combined revenue in the same period in 2015 primarily due to an increase in guest spending that was partially due to the benefit of a shift in the timing of spring holidays.

Theme Parks Segment-Operating Costs and Expenses

Operating costs and expenses increased for the three months ended March 31, 2016 compared to the pro forma combined operating costs and expenses in the same period in 2015 primarily due to pre-opening costs associated with The Wizarding World of Harry Potter ™ attraction in Hollywood and a new attraction in Japan.

NBCUniversal Headquarters, Other and Eliminations

The change in operating income (loss) before depreciation and amortization for headquarters, other and eliminations for the three months ended March 31, 2016 compared to the same period in 2015 was primarily due to higher employee-related costs.

Corporate and Other Results of Operations

Three Months Ended
March 31
Increase/
(Decrease)
(in millions)     2016         2015     $ %

Revenue

$ 199 $ 193 $ 6 3.5

Operating costs and expenses

353 402 (49 (12.0

Operating loss before depreciation and amortization

$ (154 $ (209 $ 55 26.3

Corporate and Other-Revenue

Other revenue primarily relates to Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania and operates arena management-related businesses.

Other revenue increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in revenue from several of our Comcast Spectacor businesses.

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Corporate and Other-Operating Costs and Expenses

Corporate and Other operating costs and expenses primarily include overhead, personnel costs, the costs of corporate initiatives and branding, and operating costs and expenses associated with Comcast Spectacor.

Excluding transaction-related costs associated with the Time Warner Cable merger and divestiture transactions of $99 million for the three months ended March 31, 2015, Corporate and Other operating costs and expenses increased 16.9% for the three months ended March 31, 2016 primarily due to an increase in expenses related to corporate strategic business initiatives.

Consolidated Other Income (Expense) Items, Net

Three Months Ended
March 31
(in millions)     2016         2015    

Interest expense

$ (703 $ (656

Investment income (loss), net

30 33

Equity in net income (losses) of investees, net

(11 33

Other income (expense), net

130 102

Total

$ (554 $ (488

Interest Expense

Interest expense increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to an increase in our debt outstanding.

Investment Income (Loss), Net

The components of investment income (loss), net for the three months ended March 31, 2016 and 2015 are presented in a table in Note 6 to Comcast's condensed consolidated financial statements.

Equity in Net Income (Losses) of Investees, Net

The change in equity in net income (losses) of investees, net for the three months ended March 31, 2016 compared to the same period in 2015 was primarily due to an increase in our proportionate share of losses at Hulu, LLC, as well as Atairos Group, Inc., which commenced operations in the current year period.

Other Income (Expense), Net

Other income (expense), net for the three months ended March 31, 2016 included a $108 million gain related to the sale of our investment in The Weather Channel's product and technology businesses. Other income (expense), net for the three months ended March 31, 2015 included a $164 million gain related to the sale of a business.

Consolidated Income Tax Expense

Income tax expense for the three months ended March 31, 2016 and 2015 reflects an effective income tax rate that differs from the federal statutory rate primarily due to state income taxes and adjustments associated with uncertain tax positions. We expect our 2016 annual effective tax rate to be in the range of 37% to 39%, absent changes in tax laws or significant changes in uncertain tax positions.

Liquidity and Capital Resources

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 facilities; and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion of our cash flows to meet our debt repayment obligations, to fund our capital expenditures, to invest in business opportunities and to return capital to shareholders.

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Operating Activities

Components of Net Cash Provided by Operating Activities

Three Months Ended
March 31
(in millions)     2016         2015    

Operating income

$ 4,089 $ 3,890

Depreciation and amortization

2,278 2,066

Operating income before depreciation and amortization

6,367 5,956

Noncash share-based compensation

153 135

Changes in operating assets and liabilities

(436 73

Cash basis operating income

6,084 6,164

Payments of interest

(723 (691

Payments of income taxes

(190 (118

Excess tax benefits under share-based compensation

(111 (146

Other

50 36

Net cash provided by operating activities

$ 5,110 $ 5,245

The variance in changes in operating assets and liabilities for the three months ended March 31, 2016 compared to the same period in 2015 was primarily due to an increase in certain benefit payments in the current year period, favorable timing of payments and receipts associated with our broadcast of the 2015 Super Bowl in the prior year period, and the timing of certain payments, including payroll, compared to the prior year period.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2016 consisted primarily of cash paid for capital expenditures, intangible assets, purchases of investments, and acquisitions and construction of real estate properties, which were partially offset by proceeds from the sale of businesses and investments. Capital expenditures increased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to increased spending in our Cable Communications segment associated with our continued investment in scalable infrastructure to increase network capacity, increased investment in line extensions, as well as our continued spending on customer premise equipment related to the deployment of our X1 platform and wireless gateways. Capital expenditures in our NBCUniversal segments also increased primarily due to continued investment in our Universal theme parks, including Universal Studios Japan. Purchases of investments for the three months ended March 31, 2016 is comprised primarily of capital contributions of $404 million to Atairos Group, Inc.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2016 consisted primarily of proceeds from borrowings, which were partially offset by repurchases of our common stock, repayments of debt and dividend payments.

We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases of our outstanding public notes and debentures, depending on various factors, such as market conditions. See Note 7 to Comcast's condensed consolidated financial statements for additional information on our financing activities, including details of our debt repayments and borrowings.

Available Borrowings Under Credit Facilities

We also maintain significant availability under our lines of credit and commercial paper programs to meet our short-term liquidity requirements.

As of March 31, 2016, amounts available under our consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit, totaled $6.9 billion, which included $900 million available under the NBCUniversal Enterprise revolving credit facility.

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Share Repurchases and Dividends

Effective January 1, 2016, our Board of Directors increased our share repurchase program authorization to $10 billion, which does not have an expiration date. Under the authorization, we may repurchase shares in the open market or in private transactions. During the three months ended March 31, 2016, we repurchased a total of 22 million shares of our Class A common stock for approximately $1.25 billion. We expect to make $3.75 billion more in repurchases during the remainder of 2016, subject to market conditions.

In January 2016, our Board of Directors approved a 10.0% increase in our dividend to $1.10 per share on an annualized basis and approved our first quarter dividend of $0.275 per share which was paid in April 2016. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors.

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.

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 2015 Annual Report on Form 10-K.

Recent Accounting Pronouncements

See Note 2 to each of Comcast's and NBCUniversal's condensed consolidated financial statements for additional information related to recent accounting pronouncements.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have evaluated the information required under this item that was disclosed in our 2015 Annual Report on Form 10-K and there have been no significant changes to this information.

ITEM 4: CONTROLS AND PROCEDURES

Comcast Corporation

Conclusions regarding disclosure controls and procedures

Our principal executive and principal financial officers, after evaluating the effectiveness of Comcast's 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, Comcast's disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There were no changes in Comcast's 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 Comcast's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Comcast's internal control over financial reporting.

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Conclusions regarding disclosure controls and procedures

Our principal executive and principal financial officers, after evaluating the effectiveness of NBCUniversal's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) 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, NBCUniversal's disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There were no changes in NBCUniversal's 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 NBCUniversal's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, NBCUniversal's internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

Refer to Note 11 to Comcast's condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.

NBCUniversal is subject to legal proceedings and claims that arise in the ordinary course of its business and does not expect the final disposition of these matters to have a material adverse effect on its results of operations, cash flows or financial condition, although any such matters could be time-consuming and costly and could injure its reputation.

ITEM 1A: RISK FACTORS

There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2015 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 under its Board-authorized share repurchase program during the three months ended March 31, 2016.

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
Authorization

Maximum Dollar
Value of Shares That
May Yet Be
Purchased Under the
Authorization (a)

January 1-31, 2016

1,943,701 $ 53.77 1,941,876 $ 104,417,635 $ 9,895,582,365

February 1-29, 2016

9,079,717 $ 55.26 9,049,265 $ 500,000,000 $ 9,395,582,365

March 1-31, 2016

11,001,808 $ 58.65 10,998,193 $ 645,000,000 $ 8,750,582,365

Total

22,025,226 $ 56.82 21,989,334 $ 1,249,417,635 $ 8,750,582,365

(a)

Effective January 1, 2016, our Board of Directors increased our share repurchase authorization to $10 billion, which does not have an expiration date. Under this authorization, we may repurchase shares in the open market or in private transactions. We expect to make $3.75 billion more in repurchases during the remainder of 2016, subject to market conditions.

The total number of shares purchased during the three months ended March 31, 2016 includes 35,892 shares received in the administration of employee share-based compensation plans.

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ITEM 6: EXHIBITS

Comcast

Exhibit
No.
Description

  10.1*

Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan.

  10.2*

Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan.

  31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1

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 three months ended March 31, 2016, filed with the Securities and Exchange Commission on April 27, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.

*

Constitutes a management contract or compensatory plan or arrangement.

NBCUniversal

Exhibit
No.
Description

  31.2

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.2

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  101

The following financial statements from NBCUniversal Media, LLC's Quarterly Report on Form 10-Q for the three months ended March 31, 2016, filed with the Securities and Exchange Commission on April 27, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Comcast

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/ LAWRENCE J. SALVA

Lawrence J. Salva

Executive Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Date: April 27, 2016

NBCUniversal

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.

NBCUNIVERSAL MEDIA, LLC

By:  

/s/ LAWRENCE J. SALVA

Lawrence J. Salva

Executive Vice President

(Principal Accounting Officer)

Date: April 27, 2016

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NBCUniversal Media, LLC Financial Statements

Index Page

Condensed Consolidated Balance Sheet

41

Condensed Consolidated Statement of Income

42

Condensed Consolidated Statement of Comprehensive Income

43

Condensed Consolidated Statement of Cash Flows

44

Condensed Consolidated Statement of Changes in Equity

45

Notes to Condensed Consolidated Financial Statements

46

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Condensed Consolidated Balance Sheet

(Unaudited)

(in millions) March 31,
2016
December 31,
2015

Assets

Current Assets:

Cash and cash equivalents

$ 1,081 $ 1,410

Receivables, net

5,104 5,411

Programming rights

1,380 1,200

Other current assets

855 841

Total current assets

8,420 8,862

Film and television costs

5,761 5,847

Investments

970 965

Property and equipment, net of accumulated depreciation of $2,905 and $2,779

9,796 9,521

Goodwill

20,868 20,364

Intangible assets, net of accumulated amortization of $5,876 and $5,654

13,675 13,806

Other noncurrent assets, net

1,278 1,325

Total assets

$ 60,768 $ 60,690

Liabilities and Equity

Current Liabilities:

Accounts payable and accrued expenses related to trade creditors

$ 1,455 $ 1,564

Accrued participations and residuals

1,510 1,572

Program obligations

730 765

Deferred revenue

1,337 1,242

Accrued expenses and other current liabilities

1,345 1,675

Note payable to Comcast

875 1,750

Current portion of long-term debt

1,190 1,163

Total current liabilities

8,442 9,731

Long-term debt, less current portion

11,562 11,331

Accrued participations, residuals and program obligations

1,093 1,163

Other noncurrent liabilities

3,890 3,790

Commitments and contingencies

Redeemable noncontrolling interests

369 372

Equity:

Member's capital

33,642 32,834

Accumulated other comprehensive income (loss)

(68 (212

Total NBCUniversal member's equity

33,574 32,622

Noncontrolling interests

1,838 1,681

Total equity

35,412 34,303

Total liabilities and equity

$ 60,768 $ 60,690

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statement of Income

(Unaudited)

Three Months Ended
March 31
(in millions)     2016         2015    

Revenue

$ 6,861 $ 6,604

Costs and Expenses:

Programming and production

2,965 3,171

Other operating and administrative

1,595 1,334

Advertising, marketing and promotion

679 605

Depreciation

192 160

Amortization

222 204
5,653 5,474

Operating income

1,208 1,130

Other Income (Expense):

Interest expense

(147 (124

Investment income (loss), net

6 (2

Equity in net income (losses) of investees, net

(2 20

Other income (expense), net

115 (58
(28 (164

Income before income taxes

1,180 966

Income tax expense

(98 (48

Net income

1,082 918

Net (income) loss attributable to noncontrolling interests

(80 (66

Net income attributable to NBCUniversal

$ 1,002 $ 852

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statement of Comprehensive Income

(Unaudited)

Three Months Ended
March 31
(in millions)     2016         2015    

Net income

$ 1,082 $ 918

Deferred gains (losses) on cash flow hedges, net

(18 12

Employee benefit obligations, net

4 -

Currency translation adjustments, net

295 (78

Comprehensive income

1,363 852

Net (income) loss attributable to noncontrolling interests

(80 (66

Other comprehensive (income) loss attributable to noncontrolling interests

(137 15

Comprehensive income attributable to NBCUniversal

$ 1,146 $ 801

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statement of Cash Flows

(Unaudited)

Three Months Ended
March 31
(in millions)     2016         2015    

Net cash provided by operating activities

$ 1,177 $ 1,202

Investing Activities

Capital expenditures

(295 (268

Cash paid for intangible assets

(52 (37

Acquisitions of real estate properties

(78 -

Note receivable from Comcast

- (135

Proceeds from sales of businesses and investments

101 5

Other

(14 164

Net cash provided by (used in) investing activities

(338 (271

Financing Activities

Proceeds from (repayments of) borrowings from Comcast, net

(875 (896

Repurchases and repayments of debt

(35 (1

Distributions to noncontrolling interests

(63 (51

Distributions to member

(195 (195

Net cash provided by (used in) financing activities

(1,168 (1,143

Increase (decrease) in cash and cash equivalents

(329 (212

Cash and cash equivalents, beginning of period

1,410 1,248

Cash and cash equivalents, end of period

$ 1,081 $ 1,036

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statement of Changes in Equity

(Unaudited)

(in millions) Redeemable
Noncontrolling
Interests
Member's
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total Equity

Balance, December 31, 2014

$ 330 $ 30,529 $ (159 $ 267 $ 30,637

Dividends declared

(195 (195

Contributions from (distributions to) noncontrolling interests, net

(10 (41 (41

Other comprehensive income (loss)

(51 (15 (66

Other

(1 1 -

Net income (loss)

16 852 50 902

Balance, March 31, 2015

$ 336 $ 31,185 $ (210 $ 262 $ 31,237

Balance, December 31, 2015

$ 372 $ 32,834 $ (212 $ 1,681 $ 34,303

Dividends declared

(195 (195

Contributions from (distributions to) noncontrolling interests, net

(22 (41 (41

Other comprehensive income (loss)

144 137 281

Other

1 1

Net income (loss)

19 1,002 61 1,063

Balance, March 31, 2016

$ 369 $ 33,642 $ (68 $ 1,838 $ 35,412

See accompanying notes to condensed consolidated financial statements.

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NBCUniversal Media, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Condensed Consolidated Financial Statements

Basis of Presentation

Unless indicated otherwise, throughout these notes to the condensed consolidated financial statements, we refer to NBCUniversal and its consolidated subsidiaries as "we," "us" and "our." 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, financial condition and cash flows 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 2015 Annual Report on Form 10-K.

Note 2: Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue and by reducing the number of standards to which an entity has to refer. The updated accounting guidance is effective for us as of January 1, 2018. The updated accounting guidance provides companies with alternative methods of adoption. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements and our method of adoption.

Consolidations

In February 2015, the FASB updated the accounting guidance related to consolidation under the variable interest entity ("VIE") and voting interest entity models. The updated accounting guidance modifies the consolidation guidance for VIEs, limited partnerships and similar legal entities. We have adopted this guidance as of January 1, 2016 and it did not have a material impact on our consolidated financial statements.

Financial Assets and Financial Liabilities

In January 2016, the FASB updated the accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things, requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value and that the changes in fair value be recognized in net income. The updated guidance is effective for us as of January 1, 2018. The updated accounting guidance requires a cumulative effect adjustment to beginning retained earnings when the guidance is adopted with certain exceptions. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.

Leases

In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease do not significantly change from previous guidance. For a lessor, the accounting applied

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is also largely unchanged from previous guidance. The updated guidance is effective for us as of January 1, 2019 and early adoption is permitted. The updated accounting guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.

Share-Based Compensation

In March 2016, the FASB updated the accounting guidance that affects several aspects of the accounting for share-based compensation. The most significant change for us relates to the presentation of the income and withholding tax consequences of share-based compensation in our consolidated financial statements. Among the changes, the updated guidance requires that the excess income tax benefits or deficiencies that arise when the tax consequences of share-based compensation differ from amounts previously recognized in the statement of income be recognized as income tax benefit or expense in the statement of income rather than as additional paid-in capital in the balance sheet. The guidance also states that excess income tax benefits should not be presented separately from other income taxes in the statement of cash flows and, thus, should be classified as an operating activity rather than a financing activity as they are under the current guidance. In addition, the updated guidance requires when an employer withholds shares upon exercise of options or the vesting of restricted stock for the purpose of meeting withholding tax requirements, that the cash paid for withholding taxes be classified as a financing activity. We currently record these amounts within operating activities.

The updated guidance is effective for us as of January 1, 2017 and early adoption is permitted. The updated guidance provides companies with alternative methods of adoption, with certain items that are allowed to be applied retrospectively and certain other items that are only to be applied prospectively in the period of adoption. As a limited liability company, we do not expect the updated accounting guidance related to the excess income tax benefits or deficiencies to be recognized in the statement of income to have an impact on our consolidated financial statements. In addition, we do not expect the updated accounting guidance to have a material impact on our statement of cash flows.

Note 3: Significant Transactions

Universal Studios Japan

On November 13, 2015, we acquired a 51% economic interest in the Universal Studios theme park in Osaka, Japan ("Universal Studios Japan") for $1.5 billion. The acquisition was funded through cash on hand and borrowings under Comcast's commercial paper program.

Universal Studios Japan is a VIE based on the governance structure and we consolidate Universal Studios Japan as we have the power to direct activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees, or other financial commitments between us and Universal Studios Japan, and therefore our maximum risk of financial loss is our 51% interest. Universal Studios Japan's results of operations are reported in our Theme Parks segment following the acquisition date.

Preliminary Allocation of Purchase Price

Due to the limited amount of time since the date of acquisition, the assets and liabilities of Universal Studios Japan were recorded at their historical carrying value. We will adjust these amounts to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. The 49% noncontrolling interest in Universal Studios Japan is recorded in the equity section of our consolidated financial statements and has been recorded based on the total value of Universal Studios Japan implied in the transaction. For purposes of this preliminary allocation, the excess of the total value implied in the transaction over the historical carrying value has been recorded as goodwill.

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The table below presents the preliminary allocation of the purchase price to the assets and liabilities of Universal Studios Japan.

Preliminary Allocation of Purchase Price

(in millions)

Property and equipment

$ 642

Intangible assets

57

Working capital

(32

Debt

(3,271

Other noncurrent assets and liabilities

162

Identifiable net assets (liabilities) acquired

(2,442

Noncontrolling interest

(1,440

Goodwill

5,381

Cash consideration transferred

$ 1,499

Actual and Unaudited Pro Forma Results

Our consolidated revenue and net income attributable to NBCUniversal for the three months ended March 31, 2016 included $293 million and $18 million, respectively, from the acquisition of Universal Studios Japan.

The following unaudited pro forma information has been presented as if the acquisition occurred on January 1, 2014. This information is based on historical results of operations and is subject to change as valuations are completed and additional analysis is obtained. In addition, the unaudited pro forma accounting adjustments are not necessarily indicative of what our results would have been had we operated Universal Studios Japan since January 1, 2014. No pro forma adjustments have been made for our transaction-related expenses.

(in millions) Three Months Ended
March 31, 2015

Revenue

$ 6,888

Net income

$ 968

Net income attributable to NBCUniversal

$ 877

Note 4: Related Party Transactions

In the ordinary course of our business, we enter into transactions with Comcast.

We generate revenue from Comcast primarily from the distribution of our cable network programming, the fees received under retransmission consent agreements in our Broadcast Television segment and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to advertising and various support services provided by Comcast to us.

Comcast is also the counterparty to one of our contractual obligations. As of March 31, 2016, the carrying value of the liability associated with this contractual obligation was $383 million.

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The following tables present transactions with Comcast and its consolidated subsidiaries that are included in our condensed consolidated financial statements.

Condensed Consolidated Balance Sheet

(in millions) March 31,
2016
December 31,
2015

Transactions with Comcast and Consolidated Subsidiaries

Receivables, net

$ 285 $ 239

Accounts payable and accrued expenses related to trade creditors

$ 45 $ 68

Accrued expenses and other current liabilities

$ 62 $ 51

Note payable to Comcast

$ 875 $ 1,750

Other noncurrent liabilities

$ 386 $ 383

Condensed Consolidated Statement of Income

Three Months Ended
March 31
(in millions)     2016         2015    

Transactions with Comcast and Consolidated Subsidiaries

Revenue

$ 406 $ 342

Operating costs and expenses

$ (60 $ (50

Other income (expense)

$ (13 $ (9

Note 5: Film and Television Costs

(in millions) March 31,
2016
December 31,
2015

Film Costs:

Released, less amortization

$ 1,238 $ 1,275

Completed, not released

188 226

In production and in development

1,003 907
2,429 2,408

Television Costs:

Released, less amortization

1,633 1,573

In production and in development

617 737
2,250 2,310

Programming rights, less amortization

2,462 2,329
7,141 7,047

Less: Current portion of programming rights

1,380 1,200

Film and television costs

$ 5,761 $ 5,847

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Note 6: Investments

(in millions) March 31,
2016
December 31,
2015

Fair Value Method

$ 6 $ 10

Equity Method:

Hulu

159 184

Other

336 313
495 497

Cost Method

469 458

Total investments

$ 970 $ 965

Equity Method

The Weather Channel

On January 29, 2016, following a legal restructuring at The Weather Channel, we and the other investors sold the entity holding The Weather Channel's product and technology businesses to IBM. Following the close of the transaction, we continue to hold an investment in The Weather Channel cable network through a new holding company. As a result of the sale of our investment, we recognized a pretax gain of $108 million in other income (expense), net.

Hulu

For the three months ended March 31, 2016 and 2015, we recognized our proportionate share of losses of $25 million and $11 million, respectively, related to our investment in Hulu.

Note 7: Long-Term Debt

As of March 31, 2016, our debt, excluding the note payable to Comcast, had a carrying value of $12.8 billion and an estimated fair value of $14.1 billion. The estimated fair value of our publicly traded debt is primarily based on Level 1 inputs that use quoted market values for the debt. The estimated fair value of debt for which there are no quoted market prices is based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.

Debt Repayments

In April 2016, we repaid at maturity $1 billion aggregate principal amount of 2.875% senior notes due 2016.

Cross-Guarantee Structure

We, Comcast and a 100% owned cable holding company subsidiary of Comcast ("CCCL Parent") fully and unconditionally guarantee each other's debt securities. As of March 31, 2016, we guaranteed $37.9 billion of outstanding debt securities of Comcast and CCCL Parent. We also fully and unconditionally guarantee the $6.25 billion Comcast revolving credit facility due 2017, of which no amounts were outstanding as of March 31, 2016, and the associated commercial paper program.

We do not, however, guarantee the obligations of NBCUniversal Enterprise with respect to its $4 billion aggregate principal amount of senior notes, $1.35 billion revolving credit facility and associated commercial paper program, or $725 million liquidation preference of Series A cumulative preferred stock.

Note 8: Share-Based Compensation

Comcast maintains share-based compensation plans that primarily consist of awards of restricted share units and stock options to certain employees and directors as part of its approach to long-term incentive compensation. Additionally, through its employee stock purchase plans, employees are able to purchase shares of Comcast

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NBCUniversal Media, LLC

Class A common stock at a discount through payroll deductions. Certain of our employees participate in these plans and the expense associated with their participation is settled in cash with Comcast.

Recognized Share-Based Compensation Expense

Three Months Ended
March 31
(in millions)     2016         2015    

Restricted share units

$ 18 $ 17

Stock options

2 2

Employee stock purchase plans

3 2

Total

$ 23 $ 21

Note 9: Supplemental Financial Information

Receivables

(in millions) March 31,
2016
December 31,
2015

Receivables, gross

$ 5,533 $ 5,949

Less: Allowance for returns and customer incentives

355 469

Less: Allowance for doubtful accounts

74 69

Receivables, net

$ 5,104 $ 5,411

Accumulated Other Comprehensive Income (Loss)

(in millions) March 31,
2016
March 31,
2015

Deferred gains (losses) on cash flow hedges

$ (19 $ 32

Unrecognized gains (losses) on employee benefit obligations

3 (61

Cumulative translation adjustments

(52 (181

Accumulated other comprehensive income (loss)

$ (68 $ (210

Net Cash Provided by Operating Activities

Three Months Ended
March 31
(in millions)     2016         2015    

Net income

$ 1,082 $ 918

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

414 364

Equity in net (income) losses of investees, net

2 (20

Cash received from investees

12 12

Net (gain) loss on investment activity and other

(114 46

Deferred income taxes

48 3

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Current and noncurrent receivables, net

349 (106

Film and television costs, net

(84 (36

Accounts payable and accrued expenses related to trade creditors

(139 16

Other operating assets and liabilities

(393 5

Net cash provided by operating activities

$ 1,177 $ 1,202

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NBCUniversal Media, LLC

Cash Payments for Interest and Income Taxes

Three Months Ended
March 31
(in millions)     2016         2015    

Interest

$ 66 $ 33

Income taxes

$ 59 $ 40

Noncash Investing and Financing Activities

During the three months ended March 31, 2016:

we acquired $204 million of property and equipment and intangible assets that were accrued but unpaid

Note 10: Financial Data by Business Segment

We present our operations in four reportable business segments:

Cable Networks: Consists primarily of our national cable networks, our regional sports and news networks, our international cable networks and our cable television studio production operations.

Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, and our broadcast television studio production operations.

Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide.

Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan.

In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the tables below.

Three Months Ended March 31, 2016
(in millions) Revenue (e) Operating Income (Loss)
Before Depreciation and
Amortization (f)
Depreciation and
Amortization
Operating Income
(Loss)
Capital
Expenditures

Cable Networks

$ 2,453 $ 956 $ 190 $ 766 $ 1

Broadcast Television

2,084 284 32 252 19

Filmed Entertainment

1,383 167 8 159 3

Theme Parks (b)

1,026 375 98 277 200

Headquarters and Other (c)

3 (160 86 (246 72

Eliminations (b)(d)

(88 - - - -

Total

$ 6,861 $ 1,622 $ 414 $ 1,208 $ 295

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NBCUniversal Media, LLC

Three Months Ended March 31, 2015
(in millions) Revenue (e) Operating Income (Loss)
Before Depreciation and
Amortization (f)
Depreciation and
Amortization
Operating Income
(Loss)
Capital
Expenditures

Cable Networks

$ 2,359 $ 898 $ 184 $ 714 $ 6

Broadcast Television (a)

2,248 182 29 153 11

Filmed Entertainment

1,446 293 5 288 1

Theme Parks (b)

651 244 66 178 162

Headquarters and Other (c)

4 (140 80 (220 88

Eliminations (b)(d)

(104 17 - 17 -

Total

$ 6,604 $ 1,494 $ 364 $ 1,130 $ 268

(a)

The revenue and operating costs and expenses associated with our broadcast of the 2015 Super Bowl were reported in our Broadcast Television segment.

(b)

Beginning in the fourth quarter of 2015, we changed our method of accounting for a contractual obligation that involves an interest in the revenue of certain theme parks. As a result of the change, amounts payable based on current period revenue are presented in operating costs and expenses. Amounts paid through the third quarter of 2015 were included in other income (expense), net in our consolidated statement of income. For segment reporting purposes, we have adjusted periods prior to the fourth quarter of 2015 to reflect management reporting presentation for this expense on a consistent basis for all periods in the Theme Parks segment, which resulted in a corresponding offsetting adjustment in Eliminations to reconcile to consolidated totals.

(c)

Headquarters and Other activities include costs associated with overhead, personnel costs and headquarter initiatives.

(d)

Included in Eliminations are transactions that our segments enter into with one another, which consist primarily of the licensing of film and television content from our Filmed Entertainment and Broadcast Television segments to our Cable Networks segment.

(e)

No single customer accounted for a significant amount of revenue in any period.

(f)

We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on the sale of assets, if any, as the measure of profit or loss for our operating segments. This measure eliminates the significant level of noncash amortization expense that results from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure 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 may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

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