EX-99.3 3 d736987dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Statement of Income and Accompanying Notes

On October 9, 2018, in connection with Comcast Corporation’s (“Comcast”, the “Company” or “we”) offer to acquire the share capital of Sky Limited (formerly Sky plc) (“Sky”), we acquired a controlling interest in Sky through a series of purchases of Sky shares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Sky’s equity interests (the “Acquisition”). Total cash consideration for the Acquisition was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates).

Sky is one of Europe’s leading entertainment companies whose operations primarily include a direct-to-consumer business, providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks.

To finance the Acquisition, we:

 

   

issued $27.0 billion aggregate amount of senior unsecured fixed and floating rate notes that will mature between 2020 and 2058,

 

   

borrowed £6.6 billion ($8.7 billion using the exchange rates on the dates of borrowings) under a £7.0 billion unsecured sterling-denominated term loan credit agreement, and

 

   

borrowed $3.0 billion under a $3.0 billion unsecured dollar-denominated term loan credit agreement.

The remaining cash consideration was funded using cash on hand. As of October 9, 2018, Sky had outstanding indebtedness that was consolidated in our financial statements with an aggregate fair value amount of approximately $11 billion using the exchange rate as of such date.

The unaudited pro forma condensed combined statement of income (“pro forma statement of income”) has been prepared based on the historical financial statements of Comcast and Sky and is intended to provide you with information about how the Acquisition and related financings might have affected our historical income statements. The pro forma statement of income for the year ended December 31, 2018 combines the historical consolidated statement of income of Comcast for the twelve months ended December 31, 2018, derived from the Comcast’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 31, 2019, with the respective historical consolidated income statement information of Sky, as indicated below, as if the Acquisition had occurred on January 1, 2017.

The historical financial information of Sky for the period January 1, 2018 through October 8, 2018 in the pro forma statement of income was derived by subtracting the historical unaudited condensed consolidated income statement of Sky for the six months ended December 31, 2017 from the historical consolidated audited income statement of Sky for the year ended June 30, 2018 to obtain the period January 1, 2018 through June 30, 2018, which was then added to the unaudited condensed consolidated income statement for the three months ended September 30, 2018, as filed in this Current Report on Form 8-K/A, as well as the historical unaudited consolidated financial information of Sky for the period from October 1, 2018 through October 8, 2018 derived from its accounting records. The results of Sky for the period October 9, 2018 through December 31, 2018 are included in the Comcast’s historical consolidated statement of income within its Annual Report on Form 10-K for the twelve months ended December 31, 2018.

The pro forma statement of income should be read in conjunction with the accompanying notes and:

 

   

the historical audited financial statements of Comcast Corporation for the year ended December 31, 2018, included in Comcast’s Annual Report on Form 10-K filed with the SEC on January 31, 2019;

 

   

the historical audited financial statements of Sky for the year ended June 30, 2018, included in exhibit 99.1 of Comcast’s Current Report on Form 8-K/A filed on December 18, 2018,

 

   

the historical unaudited financial statements of Sky for the three months ended September 30, 2018, included in exhibit 99.2 in this Current Report on Form 8-K/A.

 

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A pro forma balance sheet is not presented since the Acquisition is reflected in Comcast’s audited consolidated balance sheet as of December 31, 2018, which was included in Comcast’s Annual Report on Form 10-K for the period ended December 31, 2018.

The pro forma statement of income is presented using the acquisition method of accounting, with Comcast as the acquirer. The pro forma statement of income is presented for informational purposes only. It has been prepared in accordance with Article 11 of Regulation S-X of the SEC and is not necessarily indicative of what our results of operations actually would have been had we completed the Acquisition as of the date indicated, nor does it purport to project the future operating results of the combined company. The pro forma statement of income is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Acquisition.

Comcast Corporation

Unaudited Pro Forma Condensed Combined Statement of Income

For the Twelve Months Ended December 31, 2018

 

in millions (USD) except per share data    Historical     IFRS to U.S. GAAP
Adjustments
(Note 3)
         Financing
Adjustments
(Note 4)
         Purchase
Accounting
Adjustments
(Note 5)
         Pro Forma
Combined
     
     Comcast
(Note 1)
    Sky
(Note 2)
 

Revenue

   $ 94,507     $ 14,598     $ 591     3a, 3b    $ —          $ (178   5h, 5i    $ 109,518    

Costs and Expenses:

                       

Programming and production

     29,692       6,921       47     3b           (462   5d, 5h, 5i      36,198    

Other operating and administrative

     28,094       4,849       581     3a, 3b           (577   5c, 5h, 5i      32,947    

Advertising, marketing and promotion

     7,036       1,135       19     3b           (8   5i      8,182    

Depreciation

     8,281       571                 91     5a      8,943    

Amortization

     2,736       681       (68   3b           827     5b      4,176    

Other operating gains

     (341                      (341  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Total costs and expenses

     75,498       14,157       579          —            (129        90,105    
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Operating income

     19,009       441       12               (49        19,413    

Interest (expense) income

     (3,542     (287     12     3b      (997   4a      53     5f      (4,761  

Investment and other income (loss), net

     (225     947       (64   3b                658    
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Income (loss) before income taxes

     15,242       1,101       (40        (997        4          15,310    

Income tax (expense) benefit

     (3,380     37       8     5e      209     4b      124     5e      (3,002  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Net income (loss)

     11,862       1,138       (32        (788        128          12,308    

Less: Net income (loss) attributable to noncontrolling interest and redeemable subsidiary preferred stock

     131       1                      132    
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Net income (loss) attributable to Comcast Corporation

   $ 11,731     $ 1,137     $ (32      $ (788      $ 128        $ 12,176    
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

   

Basic earnings per common share attributable to Comcast Corporation shareholders

   $ 2.56                      $ 2.66     5g

Diluted earnings per common share attributable to Comcast Corporation shareholders

   $ 2.53                      $ 2.62     5g

 

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Notes to Unaudited Pro Forma Condensed Combined Statement of Income

1. Basis of Presentation

The accompanying pro forma statement of income of Comcast is based on the historical financial statements of Comcast and Sky after giving effect to the Acquisition, related financings and pro forma adjustments as described in these notes. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The pro forma statement of income is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Acquisition. The pro forma statement of income does not reflect non-recurring expenses directly attributable to the Acquisition, including fees to attorneys, accountants and other professional advisors, and other transaction-related costs.

The historical consolidated financial statements of Comcast are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are shown in U.S. dollars. The historical consolidated financial statements of Sky are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are translated into U.S. dollars. The revenue and expenses were translated using average exchange rates for the periods noted.

2. Sky Historical Financial Statements

Sky historical balances were derived from Sky’s historical financial statements described in the introduction and are presented under IFRS and converted from British pounds to U.S. dollars based on historical exchange rates. The historical unaudited income statement of Sky for the period January 1, 2018 through October 8, 2018 was translated using the average exchange rate of $1.35 $/£.

The historical balances reflect certain reclassifications of Sky’s income statement categories to conform to Comcast’s presentation and are summarized below:

 

Sky Financial Statement Line

  Sky Historical
Amount
   

Comcast Financial Statement Line

(in millions)          

Income Statement for the period January 1, 2018 through October 8, 2018

   

Operating expense

  $ 6,921     Programming and production

Operating expense

  $ 4,849     Other operating and administrative

Operating expense

  $ 1,135     Advertising, marketing and promotion

Operating expense

  $ 571     Depreciation

Operating expense

  $ 681     Amortization

 

3


Following the Acquisition, Sky is presented as a separate reportable segment in Comcast’s consolidated financial statements. Comparability of Sky’s results for the twelve months ended December 31, 2018 was affected by contract termination costs and costs related to a settlement totaling $231 million, as well as a gain on the sale of an investment of approximately $845 million.

3. IFRS to U.S. GAAP Adjustments

IFRS differs in certain respects from U.S. GAAP. The following adjustments have been made to align Sky’s historical accounting policies under IFRS to Comcast’s accounting policies under U.S. GAAP for purposes of this pro forma presentation.

 

  a)

Advertising

When recognizing revenue from the sale of advertising units, where Sky sells advertising on television channels owned by third parties, revenue will now be recognized on a gross basis. Prior to the adoption of IFRS 15 on June 30, 2018, Sky recognized this advertising revenue on a net basis. This results in increases to revenue and to other operating and administrative expense of $631 million for the year ended December 31, 2018.

 

  b)

Amounts consist of other immaterial conforming adjustments.

4. Financing Adjustments

To finance the Acquisition, Comcast borrowed approximately $38.8 billion, with the remaining amount of consideration funded using cash on hand for total cash consideration of approximately $39.4 billion (using the exchange rate dates on the purchase dates).

 

  a)

Represents an increase in interest expense of $997 million related to the incremental borrowings for the year ended December 31, 2018. In determining pro forma interest expense, Comcast used the weighted average interest rate of 3.51% for borrowings used to fund the Acquisition. A hypothetical 1/8 percentage point increase/decrease in the weighted average interest rate used would result in an increase/decrease of approximately $19 million in annual pro forma interest expense.

 

  b)

Income tax effects on the financing adjustments were calculated based on the U.S. federal statutory rate of 21% for the year ended December 31, 2018.

5. Purchase Accounting Adjustments

The pro forma statement of income reflects certain Acquisition-related adjustments, which are as follows:

 

  a)

Depreciation Expense

An adjustment of $741 million was made to increase the historical carrying value of property and equipment to derive a total fair value of property and equipment of $4.1 billion. Customer premise equipment made up the largest balance with a fair value of $1.4 billion, with original estimated useful lives of 5 to 7 years. The remaining property and equipment includes network assets, real estate and other machinery and equipment with a fair value of $1.5 billion, with original estimated useful lives ranging from 3 to 40 years. This adjustment resulted in incremental depreciation expense of $91 million for the twelve months ended December 31, 2018.

 

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  b)

Amortization Expense

An adjustment of $13.6 billion was made to increase the historical carrying value of other intangible assets, net of accumulated amortization. This adjustment reflects the valuation of intangible assets as follows:

 

(in millions)

                        Twelve months ended
December 31, 2018
 

Intangible Asset

   Fair
Value
     Adjustment      Useful Life
(in years)
     Incremental Amortization  

Customer relationships

   $ 9,449      $ 6,191        6 to 19      $ 570  

Tradenames

   $ 5,833      $ 5,075        Indefinite        N/A  

Developed technology

   $ 4,257      $ 2,289        4 to 9      $ 257  
  

 

 

    

 

 

       

 

 

 

Total

   $ 19,539      $ 13,555         $ 827  
  

 

 

    

 

 

       

 

 

 

Customer relationships consist of direct to consumer, distributor and advertiser relationships. The amortization of customer relationships is based on the valuation and the estimated lives of customers following the Acquisition date. The estimated customer lives are based on expected customer attrition using the historical churn for Sky. For purposes of this pro forma statement of income, a straight-line method has been applied.

 

  c)

Non-Recurring Transaction-Related Costs

The decrease in other operating and administrative expense reflects $529 million of expenses incurred for transaction-related costs associated with the Acquisition, including the U.K. share acquisition tax, success-based investment banker fees, and elimination of other transaction-related costs recorded in the historical financial statements of Comcast and Sky for the year ended December 31, 2018. These costs are excluded from the pro forma statement of income, as they are non-recurring charges directly attributable to the Acquisition.

 

  d)

Programming and Production Expense

The decrease in programming and production expense for the year ended December 31, 2018 reflects the valuation adjustment of $304 million related to Sky’s contractual obligations.

 

  e)

Income Tax Expense

The income tax expense impact of Sky pro forma adjustments was calculated by applying the applicable statutory rate in effect by jurisdiction to each corresponding pro forma adjustment for the year ended December 31, 2018. The income tax expense impact of Sky IFRS to GAAP adjustments was calculated using an estimated blended statutory tax rate of 20% for the year ended December 31, 2018.

 

  f)

Interest Expense

As a result of the increase in Sky’s fair value of debt, interest expense decreased $53 million for the year ended December 31, 2018.

 

  g)

Earnings per share

The pro forma combined diluted earnings per share presented below for the year ended December 31, 2018 reflects the dilutive effect of Comcast issued replacement share-based compensation awards for unvested awards based in Sky shares that were held by Sky employees at the time of the Acquisition:

 

(in millions, except per share data)

   Year Ended
December 31, 2018
 

Pro forma net income

   $ 12,176  

Basic weighted average Comcast shares outstanding

     4,584  

Pro forma basic earnings per share

   $ 2.66  

Diluted weighted average Comcast shares outstanding

     4,640  

Comcast replacement awards

     9  

Pro forma diluted weighted average Comcast shares outstanding

     4,649  

Pro forma diluted earnings per share

   $ 2.62  

 

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  h)

Intercompany transactions

These adjustments reflect the elimination of intercompany revenue and expenses related to transactions between Comcast, primarily with its wholly-owned subsidiary NBCUniversal Media, LLC, and Sky.

 

(in millions)

   Year Ended
December 31, 2018
 

Revenue

   $ (177

Programming and production

   $ (147

Other operating and administrative

   $ (30

 

  i)

Amounts consist of other immaterial purchase price allocation adjustments.

 

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