8-KRegulation FDExhibits & Filings

COMCAST CORP 8-K Report, Regulation FD Disclosure (Apr 6, 2015)

Filed April 6, 2015For Securities:CMCSACCZ

Summary

Comcast Corporation (CMCSA) filed an 8-K on April 6, 2015, primarily to disclose audited combined financial statements for certain Comcast Cable Systems. These systems are slated to be contributed to a newly formed entity, SpinCo (Midwest Cable, Inc.), which Comcast intends to spin off to its shareholders. The financial statements, dated as of December 31, 2014 and 2013, and for the three years ending December 31, 2014, are being furnished in connection with Charter Communications' planned acquisition of Bright House Communications and will be included in a post-effective amendment to Charter's Form S-4 registration statement. This filing is significant for investors as it provides a detailed look at the historical financial performance of a distinct segment of Comcast's cable operations that will be separated into a new entity. Investors should review these financials to understand the standalone value and operational trends of this business unit, which may impact future investment decisions related to either Comcast or the spun-off entity. The company explicitly stated that this information is not being treated as 'filed' for SEC purposes, meaning it does not automatically incorporate into future SEC filings.

Key Highlights

  • 1Comcast is furnishing audited combined financial statements for specific Comcast Cable Systems.
  • 2These cable systems are intended for contribution to a new entity, SpinCo (Midwest Cable, Inc.), for a subsequent spin-off to Comcast shareholders.
  • 3The financial statements cover the periods ending December 31, 2014 and 2013, and the three years prior.
  • 4This disclosure is related to Charter Communications' acquisition of Bright House Communications.
  • 5The financial statements will be included in Charter's Form S-4 registration statement.
  • 6Comcast explicitly states that this information is furnished, not filed, under SEC regulations.
  • 7The filing provides historical financial data for a segment of Comcast's business that will be separated.

Frequently Asked Questions

The main purpose of this 8-K filing is to furnish audited combined financial statements for certain Comcast Cable Systems. These systems are part of a planned spin-off to Comcast shareholders via a new entity called SpinCo (Midwest Cable, Inc.) and are relevant to Charter Communications' acquisition of Bright House Communications.

The filing provides audited combined financial statements for the Comcast Cable Systems to be contributed to SpinCo. These statements include balance sheet data as of December 31, 2014 and 2013, and income statement data for the three years ended December 31, 2014.

The furnished financial statements are required in connection with Charter Communications' proposed acquisition of Bright House Communications. They will be included in a post-effective amendment to Charter's Form S-4 registration statement.

No, Comcast explicitly states that this Item 7.01 disclosure and Exhibit 99.1 are furnished and not treated as 'filed' under the Securities Exchange Act of 1934. Therefore, they will not be automatically incorporated by reference into future Comcast filings under the Securities Act of 1933 or the Exchange Act of 1934.