Comcast 2012 Annual Report Download - page 5

Table of Contents
General Developments of Our Businesses
The following are the more significant developments in our businesses during 2012:
Recent Developments
On February 12, 2013, we entered into an agreement to acquire GE’
s 49% common equity interest in NBCUniversal Holdings for
approximately $16.7 billion. In addition, NBCUniversal agreed to acquire from GE the portion of 30 Rockefeller Plaza in New York
City that NBCUniversal occupies and CNBC’
s headquarters in Englewood Cliffs, New Jersey for approximately $1.4 billion. The
transactions, which are subject to customary closing conditions, are expected to close by the end of March 2013.
The consideration will consist of $11.4 billion of cash on hand; $4 billion of senior unsecured debt securities issued by a holding
company (“HoldCo”),
whose sole asset is its interests in NBCUniversal Holdings; $2 billion of cash funded through a combination of
Comcast’s existing credit facility and NBCUniversal’
s credit facility, which is expected to be amended, among other things, to
substitute HoldCo as the sole borrower; and $725 million of Holdco preferred stock. After closing, we will control and consolidate
HoldCo and own all of its capital stock other than the preferred stock. HoldCo’
s debt securities and credit facility will be guaranteed
by us and the cable holding company subsidiaries that guarantee our senior indebtedness. The preferred stock will pay dividends at
a fixed rate and can be put to HoldCo for redemption at par on the later of seven years following the issuance of the preferred stock
and three years following the sale by GE of shares to unaffiliated third parties, and thereafter, every third anniversary of such date (a
“Put Date”).
Shares of preferred stock can be called for redemption by HoldCo at par one year following each Put Date applicable to
such shares.
•
an increase in consolidated revenue of 12.0% to $62.6 billion and an increase in consolidated operating
income of 13.6% to $12.2 billion
•
an increase in Cable Communications segment revenue of 6.4% to $39.6 billion and an increase in Cable
Communications segment operating income before depreciation and amortization of 6.3% to $16.3 billion
•
an increase in total NBCUniversal revenue to $23.8 billion, which represents a 12.7% increase on a pro
forma basis and includes $1.4 billion related to our broadcasts of the 2012 London Olympics and the 2012
Super Bowl, and an increase in total NBCUniversal operating income before depreciation and amortization
to $4.1 billion, which represents a 9.0% increase on a pro forma basis
•
the completion of SpectrumCo’s transaction to sell its advanced wireless services (“AWS”)
spectrum
licenses to Verizon Wireless for $3.6 billion, of which our portion of the proceeds was $2.3 billion, and the
commencement of sales under our agency agreements with Verizon Wireless, which provide for, among
other things, the sale of our cable services by Verizon Wireless and our sale of Verizon Wireless products
and services (the
“
SpectrumCo transaction
”
)
•
the redemption by A&E Television Networks LLC (“A&E Television Networks”) of NBCUniversal’
s 15.8%
equity interest in A&E Television Networks for $3 billion in cash proceeds (the “
A&E Television Networks
transaction
”
)
Comcast 2012 Annual Report on Form 10
-
K
2