Let’s not overthink Brian Roberts‘ rationale for engineering Comcast‘s $45.2B all-stock deal today to buy Time Warner Cable. I don’t think he did it, as some observers say, primarily because he’s concerned about the falling number of cable video subscribers, the threat of competition from phone and satellite companies, or to help resist rising programming costs. Roberts pulled the trigger because he could pick up some of the country’s most important cable systems — including Manhattan and parts of Los Angeles — without having to write a check. The deal will be virtually tax free. And his power will be secure even after TWC shareholders own 23% of Comcast’s Class A shares. Roberts controls the company’s Class B shares which have 15 votes apiece, enabling him to cast a third of all votes. The deal was almost a no-brainer: Roberts keeps Charter Communications and its largest shareholder, Liberty Media’s John Malone, from becoming rival industry powers. And he scores TWC’s 11M subscribers, 52 news and local programming channels (including New York’s NY1), and two regional sports networks in Los Angeles. In addition to NYC and LA, TWC has substantial franchises in large markets including Dallas, Kansas City, Milwaukee, Cleveland, Cincinnati, Buffalo, Rochester, Hawaii and most of the Carolinas. They complement Comcast’s holdings in Philadelphia, Northern California, Houston, Minneapolis, Boston, Seattle, and Miami.
The stock touched a new all-time high and is up 3.7% this afternoon after Brian Roberts said that, after 26 straight quarters of losing video subscribers, “I’m pleased to tell you that we modestly grew customers” in Q4. “It’s …
Cable operators seem to have finally realized that their clunky set-top boxes and user interfaces are hurting them as they increasingly compete with Silicon Valley’s slick-looking TV devices and services. Comcast CEO Brian Roberts used his annual presentation at The Cable Show, taking place this week in DC, to announce that his company will introduce a set-top box, called XI3, that’s four times faster and three times smaller than conventional boxes — and this fall will roll out an operating system, called X2, that offers “a seamless experience” to navigate a TV set and digital devices. It will provide six guides — for general listings, kids, movies, sports, personalized recommendations, and upcoming shows based on the user’s interests. Movie listings will include Rotten Tomatoes scores and TV shows in the guide will indicate the Twitter buzz measured in tweets per hour. There’ll be a button to call up the last nine channels watched. The company also added features to help about 20% of the population that has a disability. For example, visually impaired people can receive audio feedback telling them what’s going on when they push a button on the remote. The service also will accommodate spoken search commands.
NBCUniversal has its woes, but Comcast execs have little reason to complain about their personal incomes for 2012. CEO Brian Roberts — who controls a third of the voting shares — received a nice bump in pay in a year when Comcast stock appreciated 54%. His package includes $2.8M salary, $4.8M in stock awards, $4.8M in option awards, $9M in non-equity incentives, $4M change in pension value, and $3.7M in other compensation according to the proxy filed at the SEC this afternoon. About $3.3M from the “other” category represents deferred compensation. At least Roberts spread the wealth among his colleagues. His pay amounted to 1.4 times the median for Comcast’s four other top execs, which shouldn’t alarm corporate governance activists who become concerned when the CEO makes more than 3 times the average for other top execs named in the proxy. NBCUniversal CEO Steve Burke ended up with $26.3M, +11.3%.
Here’s something you rarely see: Comcast‘s top two execs ended 2011 with big compensation cuts, even though the stock appreciated 6.9% in the year. CEO Brian Roberts collected $2.8M in salary, $5.7M in stock awards, $5.8M in option awards, $5.5M in non equity incentives, $3.7M change in pension value and $3.4M in other compensation. Last year he saw more than $10.9M from non-equity incentives. Although Roberts isn’t much of a flight risk — his family founded and controls Comcast — the board says that it based his pay on that of other top media CEOs because it believes compensation is an important “tool to attract and retain the best senior executives.” NBCUniversal CEO Steve Burke was close behind with $23.7M, down 31.9%. His tally: $2.2M salary, $4.4M stock awards, $4.7M in option awards, $6.7M in non equity incentives, $3.1M change in pension, and $2.5M in other compensation. This year he didn’t collect a bonus, which came to $3M in 2010, and he was down about $2M in non equity incentives.
UPDATED: The Department of Justice’s Antitrust Division and the Federal Trade Commission made the announcement today. Justice is filing a civil suit against Comcast’s Brian Roberts, but with the proposed settlement agreement that includes the fine. Officials went after him because this is the third time Roberts failed to report that he had been granted stock above a government-set threshold that required him to make an official disclosure. The question is: How could a company that employs so many high-priced lawyers be so sloppy?
Still, the Federal Trade Commission — which brought the case to the Justice Department — says that it only sought a modest fine. It notes that ”the violation was inadvertent and technical; that it was apparently due to faulty advice from outside counsel; that Roberts did not gain financially from the violation; and that he reported the violation promptly once it was discovered.” Comcast says that executives “take very seriously our obligations to comply with all aspects of the Hart-Scott-Rodino Act and working with our lawyers we have put in place additional safeguards to ensure that an inadvertent violation does not occur in the future.” Here’s the DOJ release announcing the fine:
UPDATE, 6:45 AM: The company’s Universal studio had a lousy quarter at the box office, and the NBC broadcast network continues to struggle. But NBCUniversal chief Steve Burke told analysts in a conference call that advertising, especially at the national level, “continues to be a bright spot.” NBC has already sold 90% of the ads for the upcoming Super Bowl. The company continues to talk up its investments in programming at cable networks and NBC although Burke says it “is not a huge amount.” He says he wanted to let people know that “this would be a flattish year” for cash flow growth at NBCU as he spends for programming including the recent agreement to bring World Cup soccer to Telemundo. “We think we structured a very attractive long-term deal and don’t want to box ourselves into not being able to make those investments when they present themselves,” Burke said. At the cable operation, CEO Brian Roberts says he’s enthusiastic about tests in Augusta, Ga., of Xcalibur, a plan to deliver TV programming and data from the Internet cloud instead of a local cable headend. Comcast is testing set-top boxes including game consoles such as the Xbox and expects to have a trial in a major market in the first half of next year. With a programming guide delivered via the Internet, Roberts says Comcast can “move quickly to make tweaks and modifications. … It’s very, very exciting when you move the brains out of the box and into the cloud.”
The Street was impressed — mostly due to the cable system results. Many analysts expected to see a bigger loss in video subs. Comcast shares were up 3.6% in early trading. As for NBCU, “the core of the programming business is NBCU’s cable networks unit, and results there were good,” Bernstein Research analyst Craig Moffett says. “But the face of NBCU is the broadcast network, and while investors were braced for a weak result, they didn’t disappoint in disappointing.”
UPDATE, 6:45 AM: In this morning’s analyst call, NBCUniversal chief Steve Burke subtly dinged General Electric for its management of NBC until January, when Comcast took charge. He says the conglomerate hadn’t supplied the cash that’s “necessary to compete.” Burke says Comcast is changing that: “In general we see this year, and next year probably, as investment years.” The turnaround at primetime’s No. 4 broadcast network could take as long as four years, but “I’m confident we’ll get there.” Burke says Comcast has an initiative called Symphony to market NBCU programming across company assets including VOD and online. It increased the production and marketing budgets for The Voice several times after the company realized the talent contest would be a hit. The next season will debut right after the Super Bowl in February. Meanwhile, NBCU’s cable networks are ordering more original series including USA’s Suits and Necessary Roughness and Syfy’s Alphas. Comcast also is beefing up its TV stations’ local news. It’s adding 135 people at 10 stations including 40 reporters and 20 producers; five markets are building investigative units. Burke says the investments will pay off: With growing revenue from retransmission consent deals and license fees from online streaming services such as Netflix, “content is more valuable today than it was” when Comcast agreed to buy NBCU. He adds that despite the weak economy “we don’t see any signs of deceleration” in ad sales. CEO Brian Roberts echoed Burke’s enthusiasm but warned analysts that “we have to have realistic expectations.” Roberts added that while “there’s economic news that’s rattled the markets,” Comcast is still “investing and getting good financial results.”
PREVIOUS, 4:20 AM: Comcast generated 2Q net income of $1.02B, up 15.6% vs the same period last year, on revenues of $14.3B, up 50.5%. But earnings, at 37 cents a share, missed the 41 cent target among analysts who follow the company. They expected revenues to come in at $13.8B.
The message for the television industry at this year’s National Cable Show was clear: It’s all about broadband now. Programmers agreed that they have to focus on consumers who want to watch video on their smartphones and tablet computers. Meanwhile, cable operators know that they can make a lot of cash by enticing new customers to buy broadband now that the TV service business is mature. The big question is whether the Big Media companies can move fast enough to head off competitors such as Apple, Google, and Netflix. But we’ll let the moguls have the last word:
Viacom CEO Philippe Dauman
- “For the content owners there’s never been a better time.”
- “Netflix is primarily a service that provides library programming. … Netflix got involved in one show (House Of Cards) that was a pay television kind of project, but that isn’t their fundamental business.”
- “If we are ad supported, (then) we need to have a measurement system in place so the mobile device in the home can sell ads. … (Nielsen) is not measuring it now. That’s one of the obstacles [for TV Everywhere].”
- “Consumers are changing. … People don’t want to watch the 17th repeat of the same show.”
- “In a world of a lot of choices, Snookie still rules.”
News Corp COO Chase Carey
- “We have to do a better job of exciting consumers.”
Time Warner CEO Jeff Bewkes
- “Let’s all cheer up. This isn’t the music industry. It’s the cable industry. … It’s morning in the cable industry.”
- “We’re all sitting here at this convention at the cusp of putting all of [our programming] on demand. … We need to get [shows] on every device.”
- “Put the TV on all the Internet devices and don’t charge people to do it and allow them to [access] they way they’re accustomed to.”
Comcast CEO Brian Roberts
- “We are demonsrating a whole new level of (Internet) speed. … It’s where the future of broadband is headed.”
- “We need to make the television feel as relevant as all of these other products [such as smartphones and iPad tablet computers].”
Time Warner Cable CEO Glenn Britt
- “There’s no such thing as a TV anymore. There’s a video display device.”
- “I see Netflix as another programmer. But clearly if there is something that makes consumers not want to buy the big package (of programming) that we’re selling then that’s a threat to all of us.”
- “There clearly is a growing underclass of consumers that can’t afford [cable TV] and they want it. It would behoove all of us to have smaller packages… The economics make it difficult, but it would serve us well to worry about that group.”
Cox Communications President Pat Esser
- “You have to keep going back to the consumer and asking what they value. … Consumers wil reward you for doing that. And in some cases you won’t control all of it.”
International Olympic Committee president Jacques Rogge said today that Comcast chairman and CEO Brian Roberts and NBCUniversal bosses Steve Burke and Gary Zenkel have assured him that the resignation of NBC Sports & Olympics president Dick Ebersol does not alter NBC’s plan to bid on the next round of U.S. Olympic broadcast rights next month, a competition that is expected to include ABC/ESPN and Fox. Rogge told the Associated Press that the news of Ebersol’s departure was a “shock,” certainly in part because the move comes less than three weeks before the IOC opens bidding in Laussane, Switzerland, on deals for the 2014 and 2016 Olympics. It’s a process Ebersol has overseen countless times for NBC, which has broadcast every Summer Olympics since 1988 and every Winter Games since 2002. (In 2003, NBC won the current rights package with a $2.2 billion bid to the 2010 Vancouver Winter Olympics — the network reportedly lost $200 million on that one — and the upcoming 2012 Summer Olympics in London.) ”The three reiterated the full support of NBC/Comcast for the Olympic movement and the Olympic Games,” Rogge told AP. “They said they would come for the bidding. They … made it very clear that the resignation of Dick had absolutely nothing to do with the bidding.”
EXCLUSIVE: To overhear Jeffrey Katzenberg’s private conversations these days, Comcast supposedly wants to buy DreamWorks Animation and make him head of NBC Universal. But at last week’s Camp Allen — Sun Valley’s annual Alllen & Co investment conference attended by the Who’s …