Nbcuniversal Media, LLC
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Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-174175 PROSPECTUS NBCUniversal Media, LLC OFFER TO EXCHANGE For any and all Up to Of “New Notes” (CUSIP): outstanding “Old Notes” (CUSIP): $900,000,000 2.100% Senior Notes due 2014 2.100% Senior Notes due 2014 (62875UAP0) (62875UAM7, U63763AF0) $1,000,000,000 3.650% Senior Notes due 2015 3.650% Senior Notes due 2015 (62875UAG0) (62875UAF2, U63763AC7) $1,000,000,000 2.875% Senior Notes due 2016 2.875% Senior Notes due 2016 (62875UAL9) (62875UAJ4, U63763AE3) $2,000,000,000 5.150% Senior Notes due 2020 5.150% Senior Notes due 2020 (62875UAC9) (62875UAA3, U63763AA1) $2,000,000,000 4.375% Senior Notes due 2021 4.375% Senior Notes due 2021 (63946BAE0) (62875UAH8, U63763AD5) $1,000,000,000 6.400% Senior Notes due 2040 6.400% Senior Notes due 2040 (63946BAF7) (62875UAD7, U63763AB9) $1,200,000,000 5.950% Senior Notes due 2041 5.950% Senior Notes due 2041 (62875UAQ8) (62875UAN5, U63763AG8) The Old Notes and New Notes are referred to in this prospectus as the “Notes.” The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that issuance of the New Notes has been registered under the Securities Act, and the transfer restrictions and registration rights relating to the Old Notes do not apply to the New Notes. To exchange your Old Notes for New Notes: • you are required to make the representations to us described under “The Exchange Offer—Resale of the New Notes.” • you must complete and send the letter of transmittal that accompanies this prospectus or, in the case of a book-entry transfer, an agent’s message in lieu thereof, to the exchange agent, The Bank of New York Mellon, by 5:00 p.m., New York time, on August 19, 2011. • you should read the section called “The Exchange Offer” for further information on how to exchange your Old Notes for New Notes. See “Risk Factors” beginning on page 16 for a discussion of risk factors that should be considered by you prior to tendering your Old Notes in the exchange offer. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. July 22, 2011 Table of Contents TABLE OF CONTENTS Page Caution Concerning Forward-Looking Statements 1 Summary 3 Risk Factors 16 Use Of Proceeds 28 Capitalization 29 Ratio Of Earnings To Fixed Charges 30 Unaudited Pro Forma Financial Information 31 Selected Historical Financial Information 40 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 42 Quantitative And Qualitative Disclosures About Market Risk 73 Business 76 Legislation And Regulation 86 Management 95 Executive Compensation 98 Related Party Transactions 105 Principal Stockholders 117 Description Of The New Notes 119 The Exchange Offer 137 Material United States Federal Income Tax Consequences Of The Exchange Offer 145 Certain ERISA Considerations 146 Plan Of Distribution 148 Validity Of New Notes 149 Experts 149 Where You Can Find More Information 151 Index To Financial Statements F-1 None of NBCUniversal, NBCUniversal Holdings, Comcast or GE has authorized any other person to provide you with information other than that contained in this prospectus. NBCUniversal, NBCUniversal Holdings, Comcast and GE do not take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” This prospectus is part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, or the SEC, under the Securities Act and does not contain all of the information contained in the registration statement. This information is available without charge upon written or oral request. See “Where You Can Find More Information.” To obtain this information in a timely fashion, you must request such information no later than five business days before August 19, 2011, which is the date on which the exchange offer expires (unless we extend the exchange offer as described herein). Table of Contents In this prospectus, unless otherwise indicated or the context otherwise requires, references to “NBCUniversal,” “our company,” “we,” “us” and “our” are both to (i) after January 28, 2011, NBCUniversal Media, LLC, the Delaware limited liability company into which NBC Universal, Inc. converted pursuant to the Joint Venture Transaction (as defined in “Summary”), together with its subsidiaries (including subsidiaries that hold the Comcast Content Business (as defined in “Summary”)) and (ii) on or prior to January 28, 2011, NBC Universal, Inc., together with its subsidiaries; references to “NBC Universal, Inc.” are to NBC Universal, Inc., excluding its subsidiaries, on or prior to January 28, 2011; references to “Predecessor” are to NBCUniversal on or prior to January 28, 2011 (without giving effect to the Joint Venture Transaction) and references to “Successor” are to NBCUniversal after January 28, 2011, giving effect to the Joint Venture Transaction; references to “GE” are to General Electric Company and its subsidiaries; references to “Comcast” are to Comcast Corporation and its subsidiaries; references to “Vivendi” are to Vivendi S.A.; and references to “NBCUniversal Holdings” are to NBCUniversal, LLC, a limited liability company that owns 100% of NBCUniversal Media, LLC. TRADEMARKS We own or have rights to use the trademarks, service marks and trade names that we use in connection with the operation of our businesses, including NBC®, NBC Universal®, USA Network®, CNBC®, SyfyTM, E!®, Bravo®, The Golf Channel®, Oxygen®, MSNBC®, VERSUS®, Style®, G4®, Sleuth®, mun2®, Universal HD®, CNBC World®, Telemundo®, Universal Pictures®, Focus Features®, Universal Studios Hollywood®, Universal Orlando®, Universal Studios Florida®, Universal’s Islands of Adventure®, Universal CityWalk®, CityWalk®, iVillage®, Fandango®, DailyCandy® and other names and marks that identify our networks, programs and other businesses. In addition, we have certain rights to use the Harry Potter™ characters, names and related indicia (which are trademarks and copyrights of Warner Bros. Entertainment, Inc.). Each trademark, service mark or trade name of any other company appearing in this prospectus is, to our knowledge, owned or licensed by such other company. STATISTICAL AND OTHER DATA Unless otherwise indicated in this prospectus: • A “subscriber” is a single household that receives an applicable network from its multichannel video provider (i.e., cable television operators, direct broadcast satellite providers and other content distributors), including subscribers who receive our networks from pay television providers without charge pursuant to various pricing plans that include free periods or free carriage. A subscriber, as measured by The Nielsen Company, a third-party marketing and media research company, does not include businesses. • All U.S. subscriber data for our national cable networks, except for our Universal HD network, are derived from The Nielsen Company’s April 2011 report, which covers the period from March 16, 2011 through March 22, 2011. U.S. subscriber data for our Universal HD network and international subscriber data are derived from information provided by multichannel video providers and our internal data. • All television ratings data are from Nielsen Media Research, the television audience media measurement subsidiary of The Nielsen Company. ii Table of Contents CAUTION CONCERNING FORWARD-LOOKING STATEMENTS The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. In this prospectus, 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,” “should,” “expects,” “believes,” “estimates,” “potential,” or “continue,” or the negative of these words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should consider various factors, including the risks and uncertainties listed below. Our