United States Securities and Exchange Commission Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2018 Comcast Corporation (Exact Name of Registrant as Specified in its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-32871 27-0000798 (Commission (IRS Employer File Number) Identification No.) One Comcast Center Philadelphia, PA 19103-2838 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (215) 286-1700 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Explanatory Note This amendment is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Comcast Corporation (“Comcast”) on October 9, 2018 to include the historical financial statements of Sky plc (“Sky”), the business which Comcast obtained a controlling interest in on October 9, 2018, and the unaudited pro forma financial information required pursuant to Item 9.01(a) and Item 9.01(b) of Form 8-K, and exhibits under Item 9.01(d) of Form 8-K. The historical financial statements of Sky have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The unaudited pro forma financial information contains pro forma adjustments to reflect the acquisition and the purchasing accounting adjustments related thereto, and to reconcile the differences between the historical amounts presented in Sky’s historical financial statements under IFRS and those historical amounts as if they had been presented in accordance with generally accepted accounting principles in the United States. Additionally, the unaudited pro forma financial information contains adjustments related to the borrowings to fund the acquisition. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired The audited consolidated financial statements of Sky plc as of and for the year ended June 30, 2018 are attached to this Form 8-K/A as Exhibit 99.1 and are incorporated herein by reference. (b) Pro forma financial information Comcast’s unaudited pro forma condensed combined statements of income for the six months ended June 30, 2018 and for the year ended December 31, 2017, and Comcast’s unaudited pro forma condensed combined balance sheet as of June 30, 2018, that give effect to the acquisition of Sky, are attached as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference. (d) Exhibits Exhibit Number Description 23.1 Consent of Deloitte LLP, independent auditors for Sky 99.1 Audited consolidated financial statements of Sky plc as of and for the year ended June 30, 2018 99.2 Comcast’s unaudited pro forma condensed combined statements of income for the six months ended June 30, 2018 and for the year ended December 31, 2017, and Comcast’s unaudited pro forma condensed combined balance sheet as of June 30, 2018 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMCAST CORPORATION Date: December 18, 2018 By: /s/ Daniel C. Murdock Daniel C. Murdock Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements of Comcast Corporation on Form S-3 (No. 333-212719) and Form S-8 (Nos. 333-101295, 333-101645, 333-104385, 333-121082, 333-123059, 333-130844, 333-130845, 333-130847, 333-150976, 333-161468, 333-174416, 333-174417, 333-179638, 333-183008, 333-193903, 333-210085, 333-212716, 333-224456, and 333-224455) of our report dated 18 December 2018 relating to the financial statements of Sky plc as of and for the year ended 30 June 2018 (which report expresses a qualified opinion relating to the lack of presentation of comparative information for the preceding period and includes an emphasis-of-matter paragraph relating to the use of a basis of accounting different from accounting principles generally accepted in the United States of America), appearing in this Current Report on Form 8-K. /s/ DELOITTE LLP London, United Kingdom 18 December 2018 Exhibit 99.1 Independent auditor’s report to Sky plc We have audited the accompanying consolidated financial statements of Sky plc and its subsidiaries (collectively the ‘Group’), which comprise the consolidated balance sheet as of 30 June 2018, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB (‘IFRS’); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Basis for qualified opinion on financial statements International Accounting Standard 1 Presentation of Financial Statements requires the presentation of comparative information in respect of the preceding period. The accompanying consolidated financial statements of the Group for the period ended 30 June 2018 do not include a consolidated balance sheet as at 30 June 2017, nor do they include the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements. Opinion In our opinion, except for the effects of the matter described in the basis for qualified opinion on financial statements paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 30 June 2018, and the results of its operations and its cash flows for the year then ended in accordance with IFRS. Emphasis of Matter As discussed in Note 1 to the financial statements, the Group prepares its consolidated financial statements in accordance with IFRS, which differs from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. /s/ Deloitte LLP London, United Kingdom 18 December 2018 Consolidated financial statements Consolidated income statement for the year ended 30 June 2018 Notes £m Revenue 2 13,585 Operating expense 2 (12,551) Operating profit 1,034 Share of results