November 8, 2012 / 5:30 PM / in 5 years

TEXT - Fitch affirms Comcast Corp 'BBB+' issuer default rating

Nov 8 - Fitch Ratings has affirmed the 'BBB+' Issuer Default Ratings (IDRs)
assigned to Comcast Corporation (Comcast) and its wholly owned
subsidiaries included in Comcast's cross-guaranty structure that hold all 
of the company's cable businesses. Fitch has also affirmed the 'BBB' IDR 
assigned to NBCUniversal Media, LLC (NBCUniversal), a direct wholly owned 
subsidiary of NBCUniversal, LLC. NBCUniversal, LLC is a joint venture between 
Comcast and General Electric Company (GE). Comcast manages and owns 51% of 
NBCUniversal, LLC. In addition Fitch has affirmed specific issue ratings 
assigned to Comcast and its subsidiaries as outlined below. The Rating Outlook 
for all of Comcast's ratings is Stable. Approximately $38.6 billion of debt, 
including $9.7 billion outstanding at NBCUniversal as of Sept. 30, 2012 is 

Fitch believes Comcast's strong operating profile and solid free cash flow 
metrics afford the company a high degree of financial flexibility at the current
rating category. The company generated approximately $8.3 billion of 
consolidated free cash flow (defined as cash provided by operating activities 
less capital expenditures and dividends) during the LTM period ended Sept. 30, 
2012. Fitch anticipates that the company will consistently generate consolidated
free cash flow in excess of $7 billion annually after considering higher cash 
taxes due to the absence of further economic stimulus legislation.

Fitch does not expect any material change to Comcast's capital allocation 
strategy over the near term. The company maintains an appropriate balance 
between returning capital to shareholders, in the form of dividends and share 
repurchases, repaying debt, and investing in the strategic needs of its 
business. Cash generated from the cable business will be used to return cash to 
Comcast shareholders while cash generated at NBCUniversal will build-up in 
anticipation of obligations related to GE's ownership put rights. Cash returned 
to shareholders (dividends plus buybacks) totaled $3.4 billion or approximately 
48% of cash flow before dividends during the first nine months of 2012. As of 
Sept. 30, 2012 approximately $4.25 billion of capacity remains under Comcast's 
share repurchase authorization. 

Comcast's leverage declined to 1.94x on a consolidated basis as of the LTM 
period ended Sept. 30, 2012 when compared to 2.11x as of year-end 2011 and 2.35x
for the LTM period ended Sept. 30, 2011. The company is operating at the lower 
end of Comcast's leverage target ranging between 2x and 2.5x. NBCUniversal's 
leverage was 2.4x (2.9x pro forma for NBCUniversal's $2.0 billion issuance of 
senior notes during October 2012). Both leverage metrics are within Fitch's 
expectations given the current ratings. After considering NBCUniversal's recent 
debt issuance, Fitch expects consolidated debt levels will remain relatively 
constant during 2013. On a consolidated basis, Fitch anticipates Comcast's 
leverage metric will remain at the lower end of the company's leverage target 
and approach 1.9x as of year-end 2013, while NBCUniversal's leverage metric will
range between 2.5x and 2.75x by year-end 2013. 

Fitch's ratings incorporate Comcast's strong competitive position as one of the 
largest video, high speed internet and phone providers to residential and 
business customers in the United States and the company's compelling subscriber 
clustering profile with operations in 39 states and the District of Columbia. In
Fitch's view NBCUniversal's size, scale, leading brand positions and diversity 
of operations and business risk as one of the world's leading media and 
entertainment companies, lowers the business risk attributable to Comcast's 
credit profile and creates new avenues for revenue and cash flow growth while 
limiting the near-term impact on Comcast's balance sheet and credit profile. 

Fitch believes Comcast's competitive position of its cable business will remain 
strong during the current ratings horizon. Fitch does not expect the competitive
pressure associated with the service overlap of the different telecommunications
service providers to materially change. Comcast's residential cable operating 
profile strengthened during the course of 2012 notwithstanding the competitive 
pressure, and weak employment and housing market conditions. Comcast continues 
to make appropriate investment in technology and other strategic product 
initiatives to improve competitive position and change the way consumers utilize
video, voice, and high-speed-data services. These investments have contributed 
to a reduction of video service subscriber losses during the year and the 
solidification of the company's high-speed data market share lead. 

Demonstrating the operating leverage inherent in the cable business, Comcast has
maintained its cable EBITDA margins while experiencing consistent video service 
gross margin pressure brought on by persistent programming cost increases. 
Comcast offsets higher operating expenses by realizing operating efficiencies 
and improving its revenue mix to higher margin services (high-speed data and 
commercial services) and improving penetration of advanced video services. 

NBCUniversal's portfolio of leading cable networks is a key consideration 
supporting Fitch's ratings and a key strength of the company's credit profile. 
Fitch considers cable networks one of the strongest subsectors in the media and 
entertainment industry, providing NBCUniversal with a revenue base largely 
consisting of stable, recurring and high margin affiliate fee revenue generated 
from multichannel video programming distributors as well as a significant source
of NBCUniversal's free cash flow generation. Fitch acknowledges that increasing 
programming expense will weigh on cable network operating margins. 

NBCUniversal's 'BBB' IDR reflects its stand alone credit profile while 
incorporating the company's strong strategic tie with Comcast. NBCUniversal's 
debt is not guaranteed by either Comcast or GE, and Comcast's debt does not 
contain cross default provisions. NBCUniversal's ratings are enhanced by a key 
corporate governance provision between Comcast and GE limiting NBCUniversal from
incurring additional indebtedness if the company's leverage is greater than 

Outside of a change to Comcast's financial strategy or event driven merger and 
acquisition activity, rating concerns center on Comcast's ability to adapt to 
the evolving operating environment while maintaining its relative competitive 
position given the challenging competitive environment and weak housing and 
employment trends. Considering the mature nature of video services and growing 
penetration of high speed data services, Comcast's ability to grow consumer 
revenues while maintaining operating margins remains a key rating consideration.

Within NBCUniversal, rating concerns center on the secular issues challenging 
NBCUniversal's Broadcast Television segment, including time-shifting 
technologies and internet based content, as well as the cyclicality of 
advertising revenues. Fitch believes that on a total company basis NBCUniversal 
generates less than half of its revenues from advertising - in line with its 
media peer group. The operating margins generated by NBCUniversal's Broadcast 
Television segment lag its peer group. The company believes that improved 
programming and scheduling can improve operating margins. However there is 
sufficient capacity within NBCUniversal's current ratings to accommodate the 
'hit natured' fluctuation of the Filmed Entertainment segment operating profile.

Comcast's liquidity position and overall financial flexibility are strong owing 
to Fitch's expectation that the company will continue to generate material 
amounts of free cash flow. Fitch acknowledges that Comcast's share repurchase 
program represents a significant use of cash; however, Fitch believes that the 
company would reduce the level of share repurchases should the operating 
environment materially change in order to maximize financial flexibility. The 
liquidity position if further supported by cash on hand (which totaled $8.9 
billion on a consolidated basis as of Sept. 30, 2012) and available borrowing 
capacity from Comcast's $6.25 billion revolver (of which approximately $5.8 
billion was available for borrowing). Comcast's revolver will expire during 
June, 2017. 

Comcast's cash balance is high relative to historical norms and reflects $3 
billion of cash proceeds received from the sale of NBCUniversal's 15.8% economic
stake in A&E Television Networks, LLC as well as $2.3 billion of cash received 
by Comcast in connection with the company's share of cash proceeds generated 
from SpectrumCo's sale of its advance wireless services spectrum to Verizon 

NBCUniversal held approximately $4.2 billion of cash as of Sept. 30, 2012, which
supports the company's strong liquidity position. The company's high conversion 
of EBITDA into free cash flow is a key liquidity consideration supporting the 
'F2' rating. NBCUniversal's $1.5 billion senior unsecured revolving credit 
facility provides a 100% liquidity back-up to its CP program. Commitments under 
the revolver expire during June  2016, and as of Sept. 30, 2012 approximately 
$1.4 billion was available for borrowing. 

While earlier than anticipated, Fitch believes the company is beginning to 
accumulate cash to fund an anticipated future redemption of GE's interest in 
NBCUniversal, LLC. Under the terms of the joint venture operating agreement, GE 
has the right to cause NBCUniversal, LLC to redeem for cash one-half of its 
remaining 49% non-controlling equity interest during a six-month period 
beginning July 28, 2014. GE's then remaining stake in NBCUniversal, LLC can be 
redeemed during a six-month period starting Jan. 28, 2018.

Comcast's debt maturity profile on a consolidated basis is well laddered and 
within Fitch's FCF expectation for the company. Scheduled maturities during 2013
total approximately $2.4 billion followed by $2 billion during 2014 including 
$907 million at NBCUniversal. 

What Could Trigger a Positive Rating Action:

--Positive rating action would likely coincide with Comcast committing to reduce
leverage below 2x on a sustained basis after considering Comcast's potential 
funding obligations related to GE's ownership put rights related to 

--Comcast would need to demonstrate that its operating profile will not 
materially decline in the face of competition and poor housing and employment 

--While Fitch expects improving operating trends will strengthen NBCUniversal's 
credit profile, positive rating actions are unlikely given the company's 
obligations related to GE's ownership put rights.

--Strengthening of the implicit linkage of NBCUniversal's ratings to Comcast 
Corporation as evidenced by Comcast increasing its ownership stake in 
NBCUniversal and NBCUniversal's growing strategic importance to Comcast.

What Could Trigger a Negative Rating Action:

--Negative rating actions are more likely to coincide with discretional actions 
of Comcast's management including, but not limited to the company adopting a 
more aggressive financial strategy or an event driven merger and acquisition 
activity, that drive leverage beyond 2.75x in the absence of a credible 
de-leveraging plan. 

--A downgrade of NBCUniveral's rating could result from the adoption of a more 
aggressive financial policy that increases leverage beyond 3.25x on a sustained 

Fitch affirms the following ratings:

Comcast Corporation
--IDR at 'BBB+'; 
--Senior unsecured Debt at 'BBB+';
--$6.25 billion revolving bank facility (co-borrower with Comcast Cable 
Communications LLC) at 'BBB+';
--Short-term IDR at 'F2';
--Commercial Paper at 'F2'.

Comcast Holdings Corporation
--IDR at 'BBB+';
--Subordinated Exchangeable Notes at 'BBB-'.

Comcast Cable Communications, LLC
--IDR at 'BBB+';
--Senior unsecured debt at 'BBB+';
--$6.25 billion revolving bank facility (co-borrower with Comcast) at 'BBB+'. 

Comcast Cable Holdings, LLC
--IDR at 'BBB+';
--Senior unsecured debt at 'BBB+'. 

Comcast MO Group, Inc.
--IDR at 'BBB+';
--Senior unsecured debt at 'BBB+'. 

Comcast MO of Delaware, LLC
--IDR at 'BBB+'.

Fitch affirms the following ratings for NBCUniversal with a Stable Outlook:

NBC Universal Media, LLC
--IDR at 'BBB';
--Senior unsecured debt at 'BBB'.
--Senior Unsecured Revolver at 'BBB';
--Short-term IDR at 'F2'
--Commercial Paper at 'F2'

Universal City Development Partners, Ltd.
--IDR at 'BBB';
--Senior unsecured debt at 'BBB';
--Senior subordinated debt at 'BBB-'.
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