Significant Transactions

6 Months Ended

Jun. 30, 2016

Note 4: Significant Transactions

DreamWorks

On April 28, 2016, we entered into an agreement to acquire all of the outstanding stock of DreamWorks Animation SKG, Inc. (“DreamWorks”) for approximately $3.8 billion. DreamWorks stockholders will receive $41 in cash for each share of DreamWorks common stock. DreamWorks creates animated feature films, television series and specials, live entertainment and related consumer products. The transaction is expected to close in 2016, subject to receipt of certain international regulatory approvals and the satisfaction of other customary closing conditions.

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

The acquired assets and liabilities of Universal Studios Japan and the 49% noncontrolling interest were recorded at their estimated fair values. During the three months ended June 30, 2016, we updated the preliminary allocation of purchase price for Universal Studios Japan based on valuation analyses, which resulted in increases to property and equipment and intangible assets and a decrease in goodwill. The changes did not have a material impact on our consolidated financial statements. We may adjust these amounts further as valuations are finalized and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date.

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	$	793
Intangible assets		323
Working capital		(33)
Debt		(3,271)
Other noncurrent assets and liabilities		43
Identifiable net assets (liabilities) acquired		(2,145)
Noncontrolling interest		(1,440)
Goodwill		5,084
Cash consideration transferred	$	1,499

Actual and Unaudited Pro Forma Results

Our consolidated revenue for the three and six months ended June 30, 2016 included $283 million and $576 million, respectively, from the acquisition of Universal Studios Japan. Our consolidated net income attributable to Comcast Corporation for the three and six months ended June 30, 2016 included $10 million and $28 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 primarily based on historical results of operations and is subject to change as valuations are finalized. 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.

	Three Months Ended		Six Months Ended
(in millions, except per share amounts)	June 30, 2015		June 30, 2015
Revenue	$	18,997	$	37,134
Net income	$	2,208	$	4,385
Net income attributable to Comcast Corporation	$	2,153	$	4,230
Basic earnings per common share attributable to Comcast Corporation shareholders	$	0.86	$	1.69
Diluted earnings per common share attributable to Comcast Corporation shareholders	$	0.85	$	1.66

NBCUniversal Media LLC [Member]

Significant Transactions

Note 3: Significant Transactions

DreamWorks

On April 28, 2016, Comcast entered into an agreement to acquire all of the outstanding stock of DreamWorks Animation SKG, Inc. (“DreamWorks”) for approximately $3.8 billion. DreamWorks stockholders will receive $41 in cash for each share of DreamWorks common stock. DreamWorks creates animated feature films, television series and specials, live entertainment and related consumer products. The transaction is expected to close in 2016, subject to receipt of certain international regulatory approvals and the satisfaction of other customary closing conditions.

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

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	$	793
Intangible assets		323
Working capital		(33)
Debt		(3,271)
Other noncurrent assets and liabilities		43
Identifiable net assets (liabilities) acquired		(2,145)
Noncontrolling interest		(1,440)
Goodwill		5,084
Cash consideration transferred	$	1,499

Actual and Unaudited Pro Forma Results

Our consolidated revenue for the three and six months ended June 30, 2016 included $283 million and $576 million, respectively, from the acquisition of Universal Studios Japan. Our consolidated net income attributable to NBCUniversal for the three and six months ended June 30, 2016 included $10 million and $28 million, respectively, from the acquisition of Universal Studios Japan.

	Three Months Ended		Six Months Ended
(in millions)	June 30, 2015		June 30, 2015
Revenue	$	7,484	$	14,372
Net income	$	977	$	1,931
Net income attributable to NBCUniversal	$	928	$	1,798