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Following is the unofficial transcript of a FIRST ON CNBC interview with General Electric Chairman & CEO Jeff Immelt and Comcast Chairman & CEO Brian Roberts on CNBC's "Squawk Box" today at 7:15AM ET.

Here is a link to the video of the interview on

All references must be sourced to CNBC.


JOE KERNENreporting: It finally happened. General Electric and Comcast striking their long anticipated deal giving Comcast a 51 percent stake in the parent company of CNBC, NBC Universal. And David Faber is in New York with the architects of the deal. David:

DAVID FABER reporting: Thanks, Joe. That's right. we're here at 30 Rockefeller Center with Jeff Immelt, chairman and CEO of General Electric, and Brian Roberts, chairman and CEO of Comcast. Gentlemen, nice to see you both.


FABER: Jeff, let me start with you. Why is General Electric selling control of NBC Universal?

Mr. IMMELT: You know, David, first thing I want to ask you, did we get the deal right? You've been reporting it for so long I just want to make sure that Brian and I--Brian and I got it right.

FABER: I really appreciate you guys listening and actually sort of getting the numbers right.

Mr. IMMELT: You know, David, I've said, you know, I think the world's different today than it was two years ago or five years ago or 10 years ago. GE's got immense opportunities to invest in high tech infrastructure businesses around the world. We want to capitalize on that. At the same time, we want to create value with NBC Universal. We think that merging with Brian's content assets give us more cable, more digital. I think if you think about NBCU in context, we went from 100 percent of NBC to 80 percent of NBC Universal, a more valuable entity. Now we're going to go from 80 percent to 49 percent, again, of something that's more valuable. So I think the GE investors win twice. I think they win from a capital allocations standpoint, and they win by creating something more valuable with Brian.

FABER: And to that point of capital allocation, which is something any number of people around this deal have indicated to me, you made a decision at some point that you no longer wanted to allocate capital to NBC Universal. Why?

Mr. IMMELT: We're 130-year-old company. You know, we've always been about evolution and change and driving change. I think, when we look at the opportunities in the GE context today, we see so much great growth and global infrastructure businesses, we just think it's great to have capital to invest in those--in those assets, where we really have a great footprint and immense strength. And, you know, if this deal closes by the end of next year, you know, and the cash we get out of this deal, GE's going to have about $25 billion of cash that we can create lots of shareholder value.

FABER: All right. We want to talk more about that. Brian, you've made a unsolicited bid for Disney a number of years ago. It has been no secret that you've had a desire to control content assets beyond the cable channels that Comcast already has. But you're a cable company. Why have you been so interested in gaining control of content?

Mr. BRIAN ROBERTS: Well, we love the cable business, we've been in it for 45 years. We--after this deal, 80 percent of Comcast is still going to be cable, broadband, telephony, so nothing's changed there. In fact, we're bullish on that business. But another business came along that works symbiotically, which is content and cable programming channels, in particular. The cable programming channels are really the best part, I think, of the media business. They have two revenue sources, very stable, CNBC, USA, Syfy, Bravo, five different channels in the U--in the Universal, NBC portfolio make over $200 million a year. So these are great businesses. Eighty-two percent of the new NBC Universal, combined with Comcast programming like Jeff just said, will be cable programming channels. And obviously, NBC and Universal are storied assets that help power that food chain of growth, but it comes down to the cable programming channels are what are growing in the content area. This company will have, if not the best, a fantastic suite of cable channels. Each a multimedia brand, each growing. And we're very excited today.

FABER: You mention, though, a symbiotic relationship between cable and cable content or content, I should say. Time Warner had Time Warner Cable. They wouldn't necessarily say it was symbiotic. News Corp controlled DirecTV. They might not say it was symbiotic. Why would it be any different for Comcast?

Mr. ROBERTS: I think there are many deals that shown that it can work. I think News Corp and DirecTV ended for different reasons. I think when Time Warner broke Turner. But this is a different time, a different deal, and we'll have to execute to show that, but in our assumptions, we're not assuming any great layoffs or changes as a result of that. We think cable programming and the cable--and the content business in general, structured properly, is a good business. And this deal, as Jeff described, was highly structured, gives us real incentives to grow the business together. I think the two of us coming together are better than alone, and the fact that we're a cable company is certainly not going to hurt this company. And I think we're going to focus, and I think we--we're pretty excited.

FABER: Jeff, why no other buyers? Why didn't GE, having made a decision it wanted to cede control of NBCU look elsewhere?

Mr. IMMELT: You know, David, I had some--we had some specific goals in mind. You know, first of all, we wanted to make it better. And I think there's three ways to grow in media today. It's cable, it's digital, and it's global. I think coming together with Comcast gave us, you know, two of those three for sure, maybe three out of the three. The second thing is, is we wanted to exit over time. We wanted to do a structured transaction. We wanted to take some capital out today, but we also wanted to create value for our investors over time. And therefore we wanted to pick, I think the management team and the--and the group of people that we thought our interests would be aligned with so that we could create value for GE investors over time. And all those things came together that said really Comcast was the right, you know, people for our time.

FABER: And how did that come about? How did that come together in terms of this structure and your willingness to obviously be interested. I assume you were calling him constantly for years, and he finally picked up the phone, but tell me.

Mr. ROBERTS: No, Jeff is a--has always been saying that he'd listen and talk about whether we could do a joint ventures or come up ways to start new projects together, and I think probably this spring we've got engaged and we said what structures might work, what works for you, what works for us, and it took off from there. I think he's been fabulous to work with, all their people, as we've gotten to really have a chance to do due diligence, the more we saw, the more we liked. This is a people business. The brands, the--USA's the number one cable channel for I think it's something like 13 straight quarters. Syfy was number three last month in all of ratings. CNBC, I guess I shouldn't comment on CNBC about CNBC.

Mr. IMMELT: It's always best to compliment these guys...(unintelligible).

Mr. ROBERTS: OK, thank you.

FABER: (Unintelligible).

Mr. ROBERTS: OK, you're great and I'll move right on. MSNBC and Bravo, and then Comcast has E! and Golf Channel and Style Network. Obviously, there are--there are certain parts of the businesses that have cyclicality, but the more we got involved, the more I think we saw the power of the combination. We liked working together and, you know, today's a very, you know, a big day for both companies.

FABER: Right. Jeff...

Mr. IMMELT: I was going to say, David, you know, with any deal, not just this deal, people want to analyze at day one who won, who lost, who paid what, things like that. With most transactions like this, value's created over time. Value's created by how you operate it. And I think you have, in Comcast and GE, you have operators of assets, people that want to grow things. And I think it's going to be a good team.

FABER: Over time, you are going to be ultimately selling your stake in NBC Universal. Three and a half years, you have one opportunity, at seven years you may exit entirely if not sooner. What's GE going to look like? You mentioned the $25 billion in cash that you'll have on the balance sheet when this--when this deal closes. Is this a significant and seismic change in terms of the composition of GE that's only beginning?

Mr. IMMELT: Clearly, David--this simplifies the portfolio. You know, I think--I think we've got a great set of high tech infrastructure industrial businesses in aviation and energy and health care, oil and gas, water, consumer products, things like that, that we can invest in over time. We also are committed to a financial services. You know, all the operating metrics on GE Capital are getting better. We feel good about how that business, really, will be positioned for the future. So we're going to be, you know, a high tech industrial and financial services company. I think it simplifies it to a certain extent for our investors to look at, and we love the businesses we're in. We think we're in a--we're in a good, core business we can grow over time.

FABER: I want to bring Becky in who's in Washington, DC, of course. Becky:

BECKY QUICK reporting:

Hey, David, thank you very much. Jeff, Brian, good morning to both of you.

Mr. IMMELT: Hey, Becky.

QUICK: We've been speaking to--good morning, guys. We've been speaking to several people this morning--analysts, money holders--talking about what this all means and they've both brought up the idea of the regulatory process as that being the one thing that they're a little concerned about. Most of them expect that it'll take about 12 months for that to happen.

Brian, during that period, how involved, if at all, will Comcast be in running the business?

Mr. ROBERTS: No, GE still runs NBC Universal between signing and closing, that's how it always--and what we'd expect to happen. We're certainly to learn more and begin to make more specific transition plans. But we think this is an approvable transaction. We think this is pro-consumer and brings real benefits, and at a time when distribution is going from physical to electronic in a digital age and people want to get any product on any device at any time, this vertical integration tends not to present some of those challenges that sometimes a horizontal transaction might. And obviously, they'll be a real review. We're making certain commitments today about broadcast television and keeping it free and over the air and the affiliate structure. We are looking forward to the responsibility of the news operation, both at NBC News and MSNBC and CNBC and the integrity. We take very serious the public interest responsibilities. But I think a fair review and we're confident that this is an approvable transaction because it's pro-consumer. It's going to accelerate those types of applications that consumers really want in this digital age.

KERNEN: Jeff, a lot has happened in the last year, obviously, and you've taken a lot of that into account, I'm sure, but I'm trying to get an idea of what really changed your mind up on the business, whether it was the need to try to make GE have more of a fortress balance sheet, as far as GE capital, or was it the idea that new media, if you don't have the synergies of Comcast, it's going to continue to decline. Asset values will continue to decline. Did you think that if you just held on to NBC as GE, you wouldn't want to make the investments to make asset values go up instead of down?

Mr. IMMELT: You know, Joe, I think the world clearly is different than it's been 18 months, two years ago. I would go in this order. You know, we believe that the global infrastructure markets are very robust for us and offer lots of opportunities. And those get prioritized number one. We really believe in those--in those assets and those opportunities. I think from a GE Capital standpoint, look, we've done a lot to strengthen the balance sheet. Our capital ratios are on par with any bank. The operating parameters around GE Capital are getting better. We really are quite encouraged about the progress that Mike Neal and his team have made. They're going to review that with investors next week. So I would take that off the table. We really think GE capital is very well positioned for the future.

And from a media standpoint, Joe, look, I just think you're either moving forward or you're moving backwards. I think being able to partner in cable and digital makes NBC Universal more valuable for our investors, for Comcast investors, and for the NBCU team. So I think, when I look at the world today, the prioritization of the ability to grow globally in infrastructure businesses is quite profound for me. And, you know, what I've said earlier to David, really, let's say this transaction happens next year with this, plus our industrial, free cash flow, you know, GE's going to have somewhere between 23 and $26 billion that we can reinvest in the industrial business, we can return to investors, we can do a number of different things to help grow shareholder value.

KERNEN: All right. You know, I don't want to take this personally, Jeff. I think I understand what you're saying.

Brian, can you--can you use the pipes to somehow--Jeff--can you use the pipes to somehow control content, to protect it from just becoming a commodity on the Internet and from piracy? I think that's really one of the reasons that we see all these asset values of the future of media questioned.

Mr. ROBERTS: Well, the different parts of the media business and that's a complicated question. There's no simple answer, but I think we can play a helpful role in bringing to the consumer licensed content, whether it's free, whether it's pay-per-view or whether it's subscription, that's up to the content company. And we think that that's clearly what consumers want. That is not necessarily a bad thing. As you know, we're a large broadband distributor, and broadband sales have been the fastest growing part of our company for almost, you know, more than five years. And we see that continuing as people want faster and faster speeds, more content on more devices. But I think that can be great because there are brands, there's content that gets created and usually the dollars follow. And I think by having a role in both that we can help that conversation along, absolutely.

CARL QUINTANILLA reporting: Brian, you've mentioned sort of the uncertain future that broadcast television faces. As bluntly as you can put it, what is the future for broadcast TV? And then a second question, can you comment on some other reports this morning that indicate you might have looked at things like Facebook, like Viacom, like a mobile phone company?

Mr. ROBERTS: Well, I think the future of broadcast television continues to be a big part of NBC Universal. NBC Universal's success in cable I don't think would be quite as great and as profound a transformation that Jeff and Jeff Zucker and their teams have accomplished in the last five years since partnering with Universal where some 75 percent of the company today is cable programming and they have the number one channel. A lot of those shows and a lot of that promotion also is on NBC. So I think being part of a family of content is better than stand alone. And...

Mr. IMMELT: I was just going to add to Brian, you know, Brian and I can talk about strategy and all the synergies, and I feel really great. I mean, I look and see what a Bonnie Hammer or a Lauren Zalaznick can do with E! and Style, what Dick Ebersol can do with Golf channel. There's lots of synergies there. But the future of broadcast is also about great content and having good people in the--in the enterprise. It's developing great content, and I still think there are ways to be monitized broadly across platforms. One of the things that Jeff Zucker's done such a great job of is getting people to play across all the different platforms inside NBC Universal, and now the ability to do that within Comcast as well is going to be really important for how the value's created for both employees and investors over time.

FABER: But, Brian, you know, there's no doubt that the business model for NBC and a network is changing. So I'm curious, you have to imagine that the--that you're going to change that model. I can't tell you how many people on just in the elevator ride up to this studio asked me, in this building, what about us? Will there by layoffs? What's the future going to look like?

Mr. ROBERTS: We want to invest in the business, and we'd like to succeed in the business. And right now there have been some really high spots and some points in the last year or couple of years that have, people would say they're not happy with at NBC or at any company. And I think that one of the things we've talked a lot about is are we together going to try to win and create winners? And I think that's absolutely the case. Every business has some cyclicality and has some change with technology. And my view is there's lots of conversations about retransmission consent right now and other very tough issues. And again, hopefully we can play a constructive role because broadcast television is an important part of the fabric of America. And we're very committed to trying to see ways to make it successful.

But I would mention, as a business matter and from the Comcast shareholder perspective, obviously Steve Burke has worked in broadcast television for the first half of his career, as well as in cable programming and in cable distribution. If there is a way to help find winnable solutions, I think Steve and Jeff Shell and the team we have at Comcast have thought up some very creative ways to grow value while still being a--keeping our eye on the cable business.

One other point that we're pretty confident about the neat structure that this deal allows both GE to do, what Jeff said, for his goals, over the next few years. From the Comcast perspective, this is a, you know, a limited amount of cash, about $6 1/2 billion on day one, and it allows us to, therefore, today announce that we're increasing our dividend by 40 percent and committing to continuing our stock buy back over the next three years to exhaust the authorized outstanding shares that the board has authorized. So we think we can also achieve our long-term goals, which is growing the core business, investing in fiber optics and digital technology, returning capital to shareholders while creating new growth opportunities to accelerate these features for consumers. That's why I think this works for both parts of this deal.

FABER: Becky:

QUICK: You know, Brian, Jeff, this is actually for both of you. Brian, you just mentioned Steve Burke as one of the people you'll be looking to guide this. A lot of the media speculation leading up to this would be what role would Jeff Zucker play? I know in the press release today you lay out that he will be the CEO of the new joint venture. He'll be reporting to Burke. But has there been a long-term commitment made to Jeff Zucker?

Mr. ROBERTS: Yes. Jeff Zucker has been with NBC for over 20 years. He's helped transform it. Again, I think something that people have not focused on is how fantastic the cable programming channels are that NBC Universal has. In a way, sometimes their name gets in the way of that. And we've talk--joked about that. Obviously, two great franchises in NBC and Universal. But a huge part of the growth has been all these other businesses that Jeff mentioned, some of the other leaders that are helping create that. And we're excited to get to know Jeff better and have him lead. But Steve, for Comcast, has, as I said, has a unique opportunity to figure out how to make an integration like this work, how to speed up the decisions and the allocation and the investment and really how can we together make this integration seamless and quick and successful?

Mr. IMMELT: Look, we're--you know, Becky, we're a performance-based company. GE has never been accused of being soft. Jeff Zucker's a performer. He's a competitor. And I'm convinced he is going to be a great leader of this combined enterprise.

FABER: Brian, as you...


FABER: I'm sorry. Sorry, go ahead. Yeah.

QUINTANILLA: I was just going to ask really quickly, Jeff, Joe tried to pin you down on the moment where you were willing to sell NBC and when you weren't willing to sell NBC. You said a lot--You were under a lot of pressure for a long time to sell the business, and you always said you liked it. And then Weather Channel happened and there was a partnership with private equity, and it's been suggested that that was the moment where maybe you decided you weren't going to be in with both feet. Was that the moment?

Mr. IMMELT: You know, Carl, again, I think sometimes things just are what they are. You know, I had never had any conversation with the GE board about selling NBC Universal till this summer. And to be honest with you, it wasn't really about NP--NBCU so much as it was about--I just think this is a unique moment in time in the industries we're in, whether it's energy, health care, oil and gas, the--in the context of GE. We've got lots of good growth opportunities to invest back in the company. This is a very capital-efficient company. We generate a lot of free cash flow. This goes into that pile and we can--we can give it back to investors, we can reinvest it back in the company. We've just got immense flexibility. And at the same time, you know, I didn't want to exit entirely because I wanted to see more value created. So I would say, Carl, there's never, like, one moment in time. But when we did our assessment on what the world might look like for the next 36 months and where the opportunities would be for GE to really create shareholder value, we felt like this decision was the best one in that context.

Mr. ROBERTS: But one point I want to add to that that was appealing to me as we were structuring this transaction was GE's willingness and commitment and, in fact, desire to remain a 49 percent stockholder for a good period of time. Because we are at a moment in time in the economy, we think there's going to be recovery and that this could be a great moment; But this is not a traditional, as you said earlier, one company buys and one company sells and that's it. This is really a joint venture. And we're going to try to create value together, and I hope we can.

Mr. IMMELT: If you're an NBCU employee and you woke up this morning, right--this is one of the litmus tests I always use, you know, I--no matter where I've been in my career, I've always tried to look at it from how are the employees going to think? I would say a decade ago we were just NBC with a little bit of cable, then we added movie, theme park, lots of cable, digital. Now we're increasing that. So you're part of a bigger, more competitive enterprise. You know, if you would just--if I just decided to sell the movie studio one place and the cable one--you know, one station at a time on the cable station and stuff like that, that's a different story. I think what we did today was take the enterprise and make it better. We're going to take some cash out, we're going to redeploy it other places, but the enterprise got better today. And I think, you know, look...

KERNEN: Jeff...

Mr. IMMELT: ...Brian's a tough-minded guy. That's why I like him. He's an honest, tough-minded guy who knows what it means to want to do well and win. I like partners like that.

Mr. ROBERTS: Thank you.

FABER: Joe, did you have a final--did you have a final question there?

KERNEN: That was pretty good.

FABER: Yeah.

KERNEN: I don't mind that. It was. You know, I'm just, you know, still trying to, you know, just trying to come to grips with everything here. He--Jeff, there was a time, though, when, I guess people said, `Oh, yeah, he's going to eventually sell it once the Olympics come.' And the people that know--there's no way that you would want to have such a lion's share of revenues and earnings coming from a financial part of the business. So you needed GE--or I'm sorry, you needed NBC to sort of take away from that. Did we already--did GE already face the abyss in financials, and at this point you don't care if, you know, that the proportion of GE Capital goes up without NBC?

Mr. IMMELT: Well, Joe, the financial service earnings have kind of taken care of themselves in one context.

KERNEN: Yeah. Yeah, right.

Mr. IMMELT: You know. But I think, you know, there's always--there's always a back chatter, right, about GE Capital and stuff like that, particularly in this cycle. You know, let me just--you know, Mike's going to have a review with everybody next year. I actually think the capital markets are better, the GE Capital profile is improving. We've put lots of capital in, we feel very comfortable and secure with how the business looks. And I just feel like financial services is going to be a big industry for a long period of time, and GE's going to continue to be an advantage player in that industry. And, you know, we've already said we're going to shrink to $400 billion in assets, and that's going to...

FABER: Mm-hmm.

Mr. IMMELT: ...that's going to take care of itself by 2012. And in the meantime, you know, I just think, Joe, energy, aviation, transportation, oil and gas, health care, water, you know, we've got businesses that we can grow at a unique moment in the history of the world.

FABER: I want to bring it back here to 30 Rock and wrap up with you gentlemen.

And, Brian, you know, talked to a lot of your shareholders you haven't been able to over the last few weeks, and they've said to me, `Listen, we're going to let him do this deal, we think it might be a good deal, but we want to know that Comcast is done.'

Mr. ROBERTS: You know, I...

FABER: Is it done?

Mr. ROBERTS: I think we feel, you know, today, certainly strategically complete. And I think that's a very fair question. We think we have a great wireless strategy with Clearwire. They just raised close to just under three billion new dollars. They're building the 4G network. We've only put up, as Comcast, less than 10 percent of that. So it's getting funded, and we hope we'll be very successful. In the cable business, we--when we did AT&T broadband, it was a transforming transaction, gave us scale. So where...

FABER: You--this is a transforming transaction?

Mr. ROBERTS: I view this giving us tremendous scale. And it's very similar in some ways to the AT&T broadband deal. NBC Universal's margins, Jeff mentioned some of the channels, they have about 50 percent margins on their cable channels. We've had great people like Ted Harbert running E! We don't have the scale. We have wonderful brands. You put that together, you end up with a company that, you know, 97 percent of the new Comcast will be either cable operations or cable content. And these two do work together. I think it gives us scale in cable programming, and we feel that, you know, that's why we're looking to the dividend increase today and a stock buyback. I think this allows us to clarify our capital structure as we go forward.

FABER: And return--start returning some capital to shareholders.

Mr. ROBERTS: Continue. Continue. We've...

FABER: Excuse me.

Mr. ROBERTS: Well, we've had about $13 billion over the last few years returned to shareholders. The free cash flow of the cable business is--has grown tremendously each of the last several years and again this year, even in a tough economy. That's what makes cable such a recurring, strong business model.

FABER: You've mentioned cable so many times; 82 percent, of course, of the overall cash flow at the company. Again, back to the NBC network, only because it's still the name. The model is going to change, is it not? Are you going to keep the affiliated structure? Is it possible at some point that would change?

Mr. ROBERTS: We don't see that changing. We are planning and want to keep the affiliated structure. It's been robust and successful for many years. The business has changed and is always going to change. All businesses change. But we are--we believe that NBC's in--just by itself, not a huge part of the financial exposure...

FABER: Right.

Mr. ROBERTS: us today in this transaction, because it's about 10 percent.

FABER: How about retrans, though? Can you get a lot more money from paying--for paying for retrans?

Mr. ROBERTS: Retrans has begun to be somewhat of a new revenue stream for broadcasters. I don't know where that shakes out. We'll have an opportunity to hopefully play a constructive role. But I would say I think there's more upside than downside.

FABER: Right.

Mr. ROBERTS: A lot's been written and said about what's happened in broadcast, and particularly NBC. At this point, coming in at this time...


Mr. ROBERTS: ...I think that leaves us more...(unintelligible).

Mr. IMMELT: Our--my top priority for next year, and Brian's, I'm sure, wherever we end up here, is to get NBC back to number one again. Let's make no mistake, where we are today as a broadcast network is unacceptable. And I share responsibility with that. That is job one.

FABER: But that's no longer going to be your headache.

Mr. IMMELT: Well, it is until--it is until it isn't. And we'll work very hard.

FABER: Brian, final question, the one most asked in the halls of CNBC.

Mr. ROBERTS: Uh-oh.

FABER: How's your health care plan?

Mr. ROBERTS: I think we're going to have a great partnership together, and delighted to be here. And thank you, Jeff, and all the nice things and trust you have in...(unintelligible)...

FABER: All right. A lot of people wanted to know.

Mr. ROBERTS: ...same way. We have a good health care plan.

FABER: Good. OK. That's what we want to hear.


FABER: Brian Roberts, Jeff Immelt, thanks to you both for being here.

Mr. ROBERTS: Thank you.

Mr. IMMELT: Thanks. Thanks, Carl. Thank you, Joe.

FABER: Carl, let me send it back to you.

QUINTANILLA: All right. And thanks to you, David, for all your reporting and for bringing us that this morning. I appreciate that.

A lot more on this very busy day. Get a quick check on futures this morning. Gold at a third record for the third straight day, and futures in decent shape as the dollar is down and a lot of other commodities and equities are up. SQUAWK continues live from the Treasury Department in Washington, DC, so stay with us.

FABER: Becky:

QUICK: Yeah, Brian, Jeff, this is actually for both of you.

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