Comcast 2012 Annual Report Download - page 89

Table of Contents
January 28, 2019, we have the right to purchase GE’
s remaining interest, if any, in NBCUniversal Holdings. The purchase price to be
paid in connection with any purchase or redemption described in this paragraph will be equal to the ownership percentage being
purchased multiplied by an amount equal to 120% of the fully distributed public market trading value of NBCUniversal Holdings
(determined pursuant to an appraisal process if NBCUniversal Holdings is not then publicly traded), less 50% of an amount (not less
than zero) equal to the excess of 120% of the fully distributed public market trading value over $28.4 billion. Subject to various
limitations, we are committed to fund up to $2.875 billion in cash or our common stock for each of the two redemptions (up to an
aggregate of $5.75 billion) to the extent that NBCUniversal Holdings cannot fund the redemptions, with amounts not used in the first
redemption to be available for the second redemption.
Until July 28, 2014, GE may not directly or indirectly transfer its interest in NBCUniversal Holdings. Thereafter, GE may transfer its
interest to a third party, subject to our right of first offer. The right of first offer would permit us to purchase all, but not less than all, of
the interests proposed to be transferred. If GE makes a registration request in accordance with certain registration rights that are
granted to it under the agreement, we will have the right to purchase, for cash at the market value (determined pursuant to an
appraisal process if NBCUniversal Holdings is not then publicly traded), all of GE’
s interest in NBCUniversal Holdings that GE is
seeking to register.
For so long as GE continues to own at least 20% of NBCUniversal Holdings, GE will have veto rights with respect to certain matters,
which include (i) certain issuances or repurchases of equity, (ii) certain distributions to equity holders, (iii) certain debt incurrences
and (iv) certain loans to or guarantees for other persons made outside of the ordinary course of business.
On February 12, 2013, we entered into an agreement to acquire GE’
s 49% common equity interest in NBCUniversal Holdings. See
Note 21 for additional information.
Allocation of Purchase Price
We applied acquisition accounting to the NBCUniversal contributed businesses and their results of operations are included in our
consolidated results of operations following the acquisition date. The net assets of the NBCUniversal contributed businesses were
recorded at their estimated fair value primarily using Level 3 inputs (see Note 10 for an explanation of Level 3 inputs). In valuing
acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate
assumptions for contractual obligations, actuarial assumptions for benefit plans and appropriate discount rates. The Comcast
Content Business continues at its historical or carry-over basis. GE’
s interest in NBCUniversal Holdings is recorded as a redeemable
noncontrolling interest in our consolidated financial statements due to the redemption provisions outlined above. GE’
s redeemable
noncontrolling interest has been recorded at fair value for the portion attributable to the net assets we acquired, and at our historical
cost for the portion attributable to the Comcast Content Business.
The tables below present the fair value of the consideration transferred and the allocation of purchase price to the assets and
liabilities of the NBCUniversal businesses acquired as a result of the NBCUniversal transaction.
Comcast 2012 Annual Report on Form 10-K
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