|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
Commission File Number
|
Exact Name of Registrant; State of
Incorporation; Address and Telephone
Number of Principal Executive Offices
|
I.R.S. Employer Identification No.
|
001-32871
|
COMCAST CORPORATION
|
27-0000798
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.01 par value
|
|
CMCSA
|
|
NASDAQ Global Select Market
|
0.250% Notes due 2027
|
|
CMCS27
|
|
NASDAQ Global Market
|
1.500% Notes due 2029
|
|
CMCS29
|
|
NASDAQ Global Market
|
0.750% Notes due 2032
|
|
CMCS32
|
|
NASDAQ Global Market
|
1.875% Notes due 2036
|
|
CMCS36
|
|
NASDAQ Global Market
|
1.250% Notes due 2040
|
|
CMCS40
|
|
NASDAQ Global Market
|
9.455% Guaranteed Notes due 2022
|
|
CMCSA/22
|
|
New York Stock Exchange
|
5.50% Notes due 2029
|
|
CCGBP29
|
|
New York Stock Exchange
|
2.0% Exchangeable Subordinated Debentures due 2029
|
|
CCZ
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
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☐
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Page
Number
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Item 1.
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||
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||
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||
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||
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||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 5.
|
||
Item 6.
|
||
•
|
the COVID-19 pandemic could have a material adverse effect on our businesses and results of operations
|
•
|
our businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if we do not compete effectively
|
•
|
changes in consumer behavior driven by online video distribution platforms for viewing content continue to adversely affect our businesses and challenge existing business models
|
•
|
a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses
|
•
|
our businesses depend on keeping pace with technological developments
|
•
|
we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses
|
•
|
programming expenses for our video services are increasing, which could adversely affect Cable Communications’ and Sky’s video businesses
|
•
|
NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase
|
•
|
the loss of programming distribution and licensing agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses
|
•
|
less favorable telecommunications access regulations, the loss of Sky’s transmission agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms could adversely affect Sky’s businesses
|
•
|
we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses
|
•
|
our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others
|
•
|
we may be unable to obtain necessary hardware, software and operational support
|
•
|
weak economic conditions may have a negative impact on our businesses
|
•
|
acquisitions and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated
|
•
|
we face risks relating to doing business internationally that could adversely affect our businesses
|
•
|
unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures
|
•
|
labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses
|
•
|
the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses
|
•
|
our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock
|
|
Three Months Ended
March 31, |
||||||
(in millions, except per share data)
|
2020
|
|
2019
|
||||
Revenue
|
$
|
26,609
|
|
|
$
|
26,859
|
|
Costs and Expenses:
|
|
|
|
||||
Programming and production
|
8,301
|
|
|
8,569
|
|
||
Other operating and administrative
|
8,254
|
|
|
7,900
|
|
||
Advertising, marketing and promotion
|
1,938
|
|
|
1,888
|
|
||
Depreciation
|
2,107
|
|
|
2,240
|
|
||
Amortization
|
1,157
|
|
|
1,080
|
|
||
Total costs and expenses
|
21,757
|
|
|
21,677
|
|
||
Operating income
|
4,852
|
|
|
5,182
|
|
||
Interest expense
|
(1,212
|
)
|
|
(1,150
|
)
|
||
Investment and other income (loss), net
|
(716
|
)
|
|
676
|
|
||
Income before income taxes
|
2,924
|
|
|
4,708
|
|
||
Income tax expense
|
(700
|
)
|
|
(1,076
|
)
|
||
Net income
|
2,224
|
|
|
3,632
|
|
||
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
77
|
|
|
79
|
|
||
Net income attributable to Comcast Corporation
|
$
|
2,147
|
|
|
$
|
3,553
|
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.47
|
|
|
$
|
0.78
|
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.46
|
|
|
$
|
0.77
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Net income
|
$
|
2,224
|
|
|
$
|
3,632
|
|
Unrealized gains (losses) on marketable securities, net of deferred taxes of $— and $—
|
1
|
|
|
1
|
|
||
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $10 and $9
|
54
|
|
|
(59
|
)
|
||
Amounts reclassified to net income:
|
|
|
|
||||
Realized (gains) losses on cash flow hedges, net of deferred taxes of $17 and $(11)
|
(106
|
)
|
|
58
|
|
||
Employee benefit obligations, net of deferred taxes of $3 and $3
|
(8
|
)
|
|
(7
|
)
|
||
Currency translation adjustments, net of deferred taxes of $(7) and $(12)
|
(2,157
|
)
|
|
807
|
|
||
Comprehensive income
|
8
|
|
|
4,432
|
|
||
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
77
|
|
|
79
|
|
||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(25
|
)
|
|
10
|
|
||
Comprehensive income (loss) attributable to Comcast Corporation
|
$
|
(44
|
)
|
|
$
|
4,343
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
2,224
|
|
|
$
|
3,632
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,264
|
|
|
3,320
|
|
||
Share-based compensation
|
298
|
|
|
245
|
|
||
Noncash interest expense (income), net
|
227
|
|
|
77
|
|
||
Net (gain) loss on investment activity and other
|
791
|
|
|
(498
|
)
|
||
Deferred income taxes
|
(120
|
)
|
|
271
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
||||
Current and noncurrent receivables, net
|
198
|
|
|
449
|
|
||
Film and television costs, net
|
3
|
|
|
559
|
|
||
Accounts payable and accrued expenses related to trade creditors
|
(727
|
)
|
|
(574
|
)
|
||
Other operating assets and liabilities
|
(334
|
)
|
|
(250
|
)
|
||
Net cash provided by operating activities
|
5,824
|
|
|
7,231
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(1,881
|
)
|
|
(2,092
|
)
|
||
Cash paid for intangible assets
|
(618
|
)
|
|
(547
|
)
|
||
Construction of Universal Beijing Resort
|
(371
|
)
|
|
(220
|
)
|
||
Acquisitions, net of cash acquired
|
(194
|
)
|
|
(48
|
)
|
||
Proceeds from sales of businesses and investments
|
17
|
|
|
37
|
|
||
Purchases of investments
|
(69
|
)
|
|
(439
|
)
|
||
Other
|
15
|
|
|
83
|
|
||
Net cash provided by (used in) investing activities
|
(3,101
|
)
|
|
(3,226
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from (repayments of) short-term borrowings, net
|
—
|
|
|
(1,288
|
)
|
||
Proceeds from borrowings
|
9,281
|
|
|
222
|
|
||
Repurchases and repayments of debt
|
(7,439
|
)
|
|
(2,084
|
)
|
||
Repurchases of common stock under employee plans
|
(233
|
)
|
|
(247
|
)
|
||
Dividends paid
|
(977
|
)
|
|
(869
|
)
|
||
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
|
(76
|
)
|
|
(85
|
)
|
||
Other
|
(182
|
)
|
|
26
|
|
||
Net cash provided by (used in) financing activities
|
374
|
|
|
(4,325
|
)
|
||
Impact of foreign currency on cash, cash equivalents and restricted cash
|
(77
|
)
|
|
8
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
3,020
|
|
|
(312
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
5,589
|
|
|
3,909
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
8,609
|
|
|
$
|
3,597
|
|
(in millions, except share data)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,516
|
|
|
$
|
5,500
|
|
Receivables, net
|
10,800
|
|
|
11,292
|
|
||
Programming rights
|
—
|
|
|
3,877
|
|
||
Other current assets
|
4,768
|
|
|
4,723
|
|
||
Total current assets
|
24,084
|
|
|
25,392
|
|
||
Film and television costs
|
12,385
|
|
|
8,933
|
|
||
Investments
|
6,468
|
|
|
6,989
|
|
||
Investment securing collateralized obligation
|
612
|
|
|
694
|
|
||
Property and equipment, net of accumulated depreciation of $53,566 and $53,239
|
48,442
|
|
|
48,322
|
|
||
Goodwill
|
67,218
|
|
|
68,725
|
|
||
Franchise rights
|
59,365
|
|
|
59,365
|
|
||
Other intangible assets, net of accumulated amortization of $16,292 and $17,217
|
34,672
|
|
|
36,128
|
|
||
Other noncurrent assets, net
|
9,175
|
|
|
8,866
|
|
||
Total assets
|
$
|
262,421
|
|
|
$
|
263,414
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses related to trade creditors
|
$
|
9,963
|
|
|
$
|
10,826
|
|
Accrued participations and residuals
|
1,894
|
|
|
1,730
|
|
||
Deferred revenue
|
2,634
|
|
|
2,768
|
|
||
Accrued expenses and other current liabilities
|
10,136
|
|
|
10,516
|
|
||
Current portion of long-term debt
|
2,973
|
|
|
4,452
|
|
||
Total current liabilities
|
27,600
|
|
|
30,292
|
|
||
Long-term debt, less current portion
|
100,604
|
|
|
97,765
|
|
||
Collateralized obligation
|
5,166
|
|
|
5,166
|
|
||
Deferred income taxes
|
27,865
|
|
|
28,180
|
|
||
Other noncurrent liabilities
|
17,144
|
|
|
16,765
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Redeemable noncontrolling interests and redeemable subsidiary preferred stock
|
1,259
|
|
|
1,372
|
|
||
Equity:
|
|
|
|
||||
Preferred stock—authorized, 20,000,000 shares; issued, zero
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 5,427,439,853 and 5,416,381,298; outstanding, 4,554,648,825 and 4,543,590,270
|
54
|
|
|
54
|
|
||
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,597
|
|
|
38,447
|
|
||
Retained earnings
|
51,516
|
|
|
50,695
|
|
||
Treasury stock, 872,791,028 Class A common shares
|
(7,517
|
)
|
|
(7,517
|
)
|
||
Accumulated other comprehensive income (loss)
|
(1,144
|
)
|
|
1,047
|
|
||
Total Comcast Corporation shareholders’ equity
|
81,506
|
|
|
82,726
|
|
||
Noncontrolling interests
|
1,277
|
|
|
1,148
|
|
||
Total equity
|
82,783
|
|
|
83,874
|
|
||
Total liabilities and equity
|
$
|
262,421
|
|
|
$
|
263,414
|
|
|
Three Months Ended
March 31, |
|||||
(in millions, except per share data)
|
2020
|
2019
|
||||
Redeemable Noncontrolling Interests and Redeemable Subsidiary Preferred Stock
|
|
|
||||
Balance, beginning of period
|
$
|
1,372
|
|
$
|
1,316
|
|
Contributions from (distributions to) noncontrolling interests, net
|
(27
|
)
|
(20
|
)
|
||
Other
|
(153
|
)
|
(8
|
)
|
||
Net income (loss)
|
67
|
|
28
|
|
||
Balance, end of period
|
$
|
1,259
|
|
$
|
1,316
|
|
|
|
|
||||
Class A common stock
|
|
|
||||
Balance, beginning of period
|
$
|
54
|
|
$
|
54
|
|
Balance, end of period
|
$
|
54
|
|
$
|
54
|
|
|
|
|
||||
Additional Paid-In Capital
|
|
|
||||
Balance, beginning of period
|
$
|
38,447
|
|
$
|
37,461
|
|
Stock compensation plans
|
212
|
|
174
|
|
||
Repurchases of common stock under employee plans
|
(93
|
)
|
(62
|
)
|
||
Employee stock purchase plans
|
54
|
|
48
|
|
||
Other
|
(23
|
)
|
—
|
|
||
Balance, end of period
|
$
|
38,597
|
|
$
|
37,621
|
|
|
|
|
||||
Retained Earnings
|
|
|
||||
Balance, beginning of period
|
$
|
50,695
|
|
$
|
41,983
|
|
Cumulative effects of adoption of accounting standards
|
(124
|
)
|
—
|
|
||
Repurchases of common stock under employee plans
|
(142
|
)
|
(193
|
)
|
||
Dividends declared
|
(1,064
|
)
|
(964
|
)
|
||
Other
|
4
|
|
—
|
|
||
Net income (loss)
|
2,147
|
|
3,553
|
|
||
Balance, end of period
|
$
|
51,516
|
|
$
|
44,379
|
|
|
|
|
||||
Treasury Stock at Cost
|
|
|
||||
Balance, beginning of period
|
$
|
(7,517
|
)
|
$
|
(7,517
|
)
|
Balance, end of period
|
$
|
(7,517
|
)
|
$
|
(7,517
|
)
|
|
|
|
||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||
Balance, beginning of period
|
$
|
1,047
|
|
$
|
(368
|
)
|
Other comprehensive income (loss)
|
(2,191
|
)
|
790
|
|
||
Balance, end of period
|
$
|
(1,144
|
)
|
$
|
422
|
|
|
|
|
||||
Noncontrolling Interests
|
|
|
||||
Balance, beginning of period
|
$
|
1,148
|
|
$
|
889
|
|
Other comprehensive income (loss)
|
(14
|
)
|
10
|
|
||
Contributions from (distributions to) noncontrolling interests, net
|
120
|
|
(46
|
)
|
||
Other
|
13
|
|
(1
|
)
|
||
Net income (loss)
|
10
|
|
51
|
|
||
Balance, end of period
|
$
|
1,277
|
|
$
|
903
|
|
Total equity
|
$
|
82,783
|
|
$
|
75,862
|
|
Cash dividends declared per common share
|
$
|
0.23
|
|
$
|
0.21
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||
(in millions)
|
Revenue
|
Adjusted EBITDA(d)
|
Depreciation and Amortization
|
Capital
Expenditures
|
Cash Paid for Intangible Assets
|
||||||||||
Cable Communications
|
$
|
14,918
|
|
$
|
6,076
|
|
$
|
1,946
|
|
$
|
1,269
|
|
$
|
356
|
|
NBCUniversal
|
|
|
|
|
|
||||||||||
Cable Networks
|
2,859
|
|
1,248
|
|
195
|
|
5
|
|
3
|
|
|||||
Broadcast Television
|
2,684
|
|
501
|
|
43
|
|
25
|
|
3
|
|
|||||
Filmed Entertainment
|
1,370
|
|
106
|
|
22
|
|
4
|
|
5
|
|
|||||
Theme Parks
|
869
|
|
76
|
|
189
|
|
296
|
|
15
|
|
|||||
Headquarters and Other(a)
|
23
|
|
(187
|
)
|
116
|
|
47
|
|
41
|
|
|||||
Eliminations(b)
|
(71
|
)
|
3
|
|
—
|
|
—
|
|
—
|
|
|||||
NBCUniversal
|
7,734
|
|
1,747
|
|
565
|
|
377
|
|
67
|
|
|||||
Sky
|
4,517
|
|
551
|
|
718
|
|
197
|
|
166
|
|
|||||
Corporate and Other(c)
|
120
|
|
(252
|
)
|
35
|
|
38
|
|
29
|
|
|||||
Eliminations(b)
|
(680
|
)
|
8
|
|
—
|
|
—
|
|
—
|
|
|||||
Comcast Consolidated
|
$
|
26,609
|
|
$
|
8,130
|
|
$
|
3,264
|
|
$
|
1,881
|
|
$
|
618
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
(in millions)
|
Revenue
|
Adjusted EBITDA(d)
|
Depreciation and Amortization
|
Capital
Expenditures
|
Cash Paid for Intangible Assets
|
||||||||||
Cable Communications
|
$
|
14,280
|
|
$
|
5,728
|
|
$
|
2,035
|
|
$
|
1,363
|
|
$
|
323
|
|
NBCUniversal
|
|
|
|
|
|
||||||||||
Cable Networks
|
2,868
|
|
1,262
|
|
182
|
|
6
|
|
2
|
|
|||||
Broadcast Television
|
2,467
|
|
387
|
|
39
|
|
13
|
|
3
|
|
|||||
Filmed Entertainment
|
1,768
|
|
364
|
|
19
|
|
4
|
|
5
|
|
|||||
Theme Parks
|
1,276
|
|
498
|
|
162
|
|
394
|
|
19
|
|
|||||
Headquarters and Other(a)
|
17
|
|
(174
|
)
|
113
|
|
36
|
|
42
|
|
|||||
Eliminations(b)
|
(83
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NBCUniversal
|
8,313
|
|
2,337
|
|
515
|
|
453
|
|
71
|
|
|||||
Sky
|
4,797
|
|
663
|
|
741
|
|
259
|
|
151
|
|
|||||
Corporate and Other(c)
|
108
|
|
(187
|
)
|
29
|
|
17
|
|
2
|
|
|||||
Eliminations(b)
|
(639
|
)
|
12
|
|
—
|
|
—
|
|
—
|
|
|||||
Comcast Consolidated
|
$
|
26,859
|
|
$
|
8,553
|
|
$
|
3,320
|
|
$
|
2,092
|
|
$
|
547
|
|
(a)
|
NBCUniversal Headquarters and Other activities include costs associated with overhead, allocations, personnel costs and headquarter initiatives.
|
(b)
|
Included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:
|
•
|
Cable Networks generates revenue by selling programming to Cable Communications, which represents a substantial majority of the revenue elimination amount
|
•
|
Broadcast Television generates revenue from the fees received under retransmission consent agreements with Cable Communications
|
•
|
Cable Communications generates revenue by selling advertising and by selling the use of satellite feeds to Cable Networks
|
•
|
Cable Networks and Broadcast Television generate revenue by selling advertising to Cable Communications
|
•
|
Filmed Entertainment and Broadcast Television generate revenue by licensing content to Cable Networks; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third-party revenue
|
•
|
Filmed Entertainment, Cable Networks and Broadcast Television generate revenue by licensing content to Sky; for segment reporting, this revenue is recognized as content is delivered and available for use by Sky
|
(c)
|
Corporate and Other activities include costs associated with overhead and personnel, revenue and expenses associated with our other business interests.
|
(d)
|
We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Adjusted EBITDA
|
$
|
8,130
|
|
|
$
|
8,553
|
|
Adjustment for Sky transaction-related costs
|
(14
|
)
|
|
(51
|
)
|
||
Depreciation
|
(2,107
|
)
|
|
(2,240
|
)
|
||
Amortization
|
(1,157
|
)
|
|
(1,080
|
)
|
||
Interest expense
|
(1,212
|
)
|
|
(1,150
|
)
|
||
Investment and other income (loss), net
|
(716
|
)
|
|
676
|
|
||
Income before income taxes
|
$
|
2,924
|
|
|
$
|
4,708
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Residential:
|
|
|
|
||||
High-speed internet
|
$
|
5,001
|
|
|
$
|
4,577
|
|
Video
|
5,632
|
|
|
5,628
|
|
||
Voice
|
899
|
|
|
990
|
|
||
Wireless
|
343
|
|
|
225
|
|
||
Business services
|
2,043
|
|
|
1,891
|
|
||
Advertising
|
557
|
|
|
556
|
|
||
Other
|
443
|
|
|
413
|
|
||
Total Cable Communications(a)
|
14,918
|
|
|
14,280
|
|
||
|
|
|
|
||||
Distribution
|
1,708
|
|
|
1,735
|
|
||
Advertising
|
834
|
|
|
852
|
|
||
Content licensing and other
|
317
|
|
|
281
|
|
||
Total Cable Networks
|
2,859
|
|
|
2,868
|
|
||
|
|
|
|
||||
Advertising
|
1,318
|
|
|
1,317
|
|
||
Content licensing
|
735
|
|
|
560
|
|
||
Distribution and other
|
631
|
|
|
590
|
|
||
Total Broadcast Television
|
2,684
|
|
|
2,467
|
|
||
|
|
|
|
||||
Theatrical
|
317
|
|
|
445
|
|
||
Content licensing
|
691
|
|
|
817
|
|
||
Home entertainment
|
171
|
|
|
267
|
|
||
Other
|
191
|
|
|
239
|
|
||
Total Filmed Entertainment
|
1,370
|
|
|
1,768
|
|
||
|
|
|
|
||||
Total Theme Parks
|
869
|
|
|
1,276
|
|
||
Headquarters and Other
|
23
|
|
|
17
|
|
||
Eliminations(b)
|
(71
|
)
|
|
(83
|
)
|
||
Total NBCUniversal
|
7,734
|
|
|
8,313
|
|
||
|
|
|
|
||||
Direct-to-consumer
|
3,679
|
|
|
3,834
|
|
||
Content
|
325
|
|
|
370
|
|
||
Advertising
|
513
|
|
|
593
|
|
||
Total Sky
|
4,517
|
|
|
4,797
|
|
||
|
|
|
|
||||
Corporate and Other
|
120
|
|
|
108
|
|
||
Eliminations(b)
|
(680
|
)
|
|
(639
|
)
|
||
Total revenue
|
$
|
26,609
|
|
|
$
|
26,859
|
|
(a)
|
For both the three months ended March 31, 2020 and 2019, 2.6% of Cable Communications segment revenue was derived from franchise and other regulatory fees.
|
(b)
|
Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
United States
|
$
|
20,690
|
|
|
$
|
20,457
|
|
Europe
|
5,033
|
|
|
5,370
|
|
||
Other
|
886
|
|
|
1,032
|
|
||
Total revenue
|
$
|
26,609
|
|
|
$
|
26,859
|
|
(in millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Receivables, gross
|
$
|
11,412
|
|
|
$
|
11,711
|
|
Less: Allowance for doubtful accounts
|
612
|
|
|
419
|
|
||
Receivables, net
|
$
|
10,800
|
|
|
$
|
11,292
|
|
(in millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Noncurrent receivables, net (included in other noncurrent assets, net)
|
$
|
1,323
|
|
|
$
|
1,337
|
|
Contract acquisition and fulfillment costs (included in other noncurrent assets, net)
|
$
|
1,078
|
|
|
$
|
1,083
|
|
Noncurrent deferred revenue (included in other noncurrent liabilities)
|
$
|
894
|
|
|
$
|
618
|
|
|
Three Months Ended
March 31, |
||
(in millions)
|
2020
|
||
Owned film and television costs
|
$
|
1,788
|
|
Programming rights
|
$
|
2,664
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
(in millions)
|
Film and Television Costs
|
|
Film Costs
|
|
Television Costs
|
|
Total
|
||||||||
Owned film and television costs:
|
|
|
|
|
|
|
|
||||||||
Released, less amortization
|
$
|
4,317
|
|
|
$
|
1,551
|
|
|
$
|
2,810
|
|
|
$
|
4,361
|
|
Completed, not released
|
238
|
|
|
187
|
|
|
—
|
|
|
187
|
|
||||
In production and in development
|
2,509
|
|
|
1,314
|
|
|
1,162
|
|
|
2,476
|
|
||||
|
7,064
|
|
|
3,052
|
|
|
3,972
|
|
|
7,024
|
|
||||
Programming rights, less amortization
|
5,321
|
|
|
|
|
|
|
5,786
|
|
||||||
|
12,385
|
|
|
|
|
|
|
12,810
|
|
||||||
Less: Current portion of programming rights
|
—
|
|
|
|
|
|
|
3,877
|
|
||||||
Film and television costs
|
$
|
12,385
|
|
|
|
|
|
|
$
|
8,933
|
|
(in millions)
|
Owned Film and Television Costs
|
|
Programming Rights
|
||||
Completed, not released:
|
|
|
|
||||
Remaining nine months of 2020
|
$
|
119
|
|
|
|
||
|
|
|
|
||||
Released and programming rights:
|
|
|
|
||||
Remaining nine months of 2020
|
$
|
1,485
|
|
|
$
|
2,775
|
|
2021
|
$
|
672
|
|
|
$
|
1,197
|
|
2022
|
$
|
418
|
|
|
$
|
433
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||
(in millions, except per share data)
|
Net Income
Attributable to Comcast Corporation |
|
Shares
|
|
Per Share
Amount |
|
Net Income
Attributable to Comcast Corporation |
|
Shares
|
|
Per Share
Amount |
||||||||||
Basic EPS attributable to Comcast Corporation shareholders
|
$
|
2,147
|
|
|
4,562
|
|
|
$
|
0.47
|
|
|
$
|
3,553
|
|
|
4,534
|
|
|
$
|
0.78
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assumed exercise or issuance of shares relating to stock plans
|
|
|
55
|
|
|
|
|
|
|
60
|
|
|
|
||||||||
Diluted EPS attributable to Comcast Corporation shareholders
|
$
|
2,147
|
|
|
4,617
|
|
|
$
|
0.46
|
|
|
$
|
3,553
|
|
|
4,594
|
|
|
$
|
0.77
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Equity in net income (losses) of investees, net
|
$
|
(668
|
)
|
|
$
|
262
|
|
Realized and unrealized gains (losses) on equity securities, net
|
(58
|
)
|
|
214
|
|
||
Other income (loss), net
|
10
|
|
|
200
|
|
||
Investment and other income (loss), net
|
$
|
(716
|
)
|
|
$
|
676
|
|
(in millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Equity method
|
$
|
4,777
|
|
|
$
|
5,347
|
|
Marketable equity securities
|
320
|
|
|
353
|
|
||
Nonmarketable equity securities
|
1,892
|
|
|
1,896
|
|
||
Other investments
|
1,794
|
|
|
1,796
|
|
||
Total investments
|
8,783
|
|
|
9,392
|
|
||
Less: Current investments
|
1,703
|
|
|
1,709
|
|
||
Less: Investment securing collateralized obligation
|
612
|
|
|
694
|
|
||
Noncurrent investments
|
$
|
6,468
|
|
|
$
|
6,989
|
|
|
|
March 31, 2020
|
December 31, 2019
|
||||||||||
(in millions)
|
Weighted-Average
Original Useful Life
as of March 31, 2020
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
||||
Indefinite-Lived Intangible Assets:
|
|
|
|
|
|
||||||||
Franchise rights
|
N/A
|
$
|
59,365
|
|
|
$
|
59,365
|
|
|
||||
Trade names
|
N/A
|
—
|
|
|
8,809
|
|
|
||||||
FCC licenses
|
N/A
|
2,337
|
|
|
2,337
|
|
|
||||||
Finite-Lived Intangible Assets:
|
|
|
|
|
|
||||||||
Customer relationships
|
14 years
|
21,236
|
|
$
|
(7,446
|
)
|
22,884
|
|
$
|
(8,295
|
)
|
||
Software
|
5 years
|
15,631
|
|
(7,742
|
)
|
15,357
|
|
(7,287
|
)
|
||||
Other agreements and rights
|
28 years
|
11,760
|
|
(1,104
|
)
|
3,958
|
|
(1,635
|
)
|
||||
Total
|
|
$
|
110,329
|
|
$
|
(16,292
|
)
|
$
|
112,710
|
|
$
|
(17,217
|
)
|
(in millions)
|
|
||
Remaining nine months of 2020
|
$
|
3,381
|
|
2021
|
$
|
4,107
|
|
2022
|
$
|
3,539
|
|
2023
|
$
|
2,951
|
|
2024
|
$
|
2,451
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Restricted share units
|
$
|
141
|
|
|
$
|
127
|
|
Stock options
|
71
|
|
|
47
|
|
||
Employee stock purchase plans
|
12
|
|
|
9
|
|
||
Total
|
$
|
224
|
|
|
$
|
183
|
|
•
|
we acquired $1.6 billion of property and equipment and intangible assets that were accrued but unpaid
|
•
|
we recorded a liability of $1.1 billion for a quarterly cash dividend of $0.23 per common share to be paid in April 2020
|
(in millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
8,516
|
|
|
$
|
5,500
|
|
Restricted cash included in other current assets
|
47
|
|
|
42
|
|
||
Restricted cash included in other noncurrent assets, net
|
46
|
|
|
47
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
8,609
|
|
|
$
|
5,589
|
|
(in millions)
|
March 31,
2020 |
|
March 31,
2019 |
||||
Unrealized gains (losses) on marketable securities
|
$
|
7
|
|
|
$
|
4
|
|
Deferred gains (losses) on cash flow hedges
|
87
|
|
|
54
|
|
||
Unrecognized gains (losses) on employee benefit obligations
|
257
|
|
|
318
|
|
||
Cumulative translation adjustments
|
(1,495
|
)
|
|
46
|
|
||
Accumulated other comprehensive income (loss), net of deferred taxes
|
$
|
(1,144
|
)
|
|
$
|
422
|
|
•
|
Our distribution network to date has performed well under the stress of increased traffic and peak usage driven by increased video streaming, gaming and videoconferencing as more customers work and learn remotely from home.
|
•
|
We have incurred, and expect to continue to incur in the second quarter of 2020, costs associated with compensating personnel in roles affected by COVID-19. These costs include additional compensation for frontline personnel working to keep our customers connected to our services, and compensation for certain personnel in roles who have been unable to work due to the closing or suspension of operations.
|
•
|
We have pledged from mid-March 2020 through the end of June 2020 that new qualifying customers for Internet Essentials, our low-income internet adoption program, are entitled to receive 60 days of free internet services and not to disconnect internet, voice or wireless service for customers for nonpayment. As a result, our customer metrics for the first quarter of 2020 do not include customers connected through the Internet Essentials offer or certain high-risk customers who continue to receive services following nonpayment.
|
•
|
The deteriorating economic conditions and increased economic uncertainty resulting from COVID-19 may result in reduced demand for our residential and business services and have had, and likely will continue to have, negative impacts on our advertising revenue. In addition, we believe there is increased risk associated with collections on our outstanding receivables, and we have incurred, and expect to continue to incur, losses in our allowance for doubtful accounts.
|
•
|
The temporary closure of all of our theme parks in the first quarter of 2020 had the most significant impact on our revenue and Adjusted EBITDA for the three months ended March 31, 2020 on a consolidated basis. We cannot predict the timing of when the parks will reopen or the level of attendance when they do reopen. In addition, although we currently expect that Universal Beijing Resort will open in 2021, certain construction projects, including the development of the Epic Universe theme park in Orlando, will be delayed.
|
•
|
While the deteriorating economic conditions caused by COVID-19 had a limited negative impact on our Cable Networks and Broadcast Television revenue in the first quarter of 2020, we expect significant reductions in advertising spend for the remainder of 2020 and reduced consumer spending generally may cause increased losses in subscribers to our networks.
|
•
|
We have incurred, and expect to continue to incur in the second quarter of 2020, costs associated with compensating personnel who have been unable to work due to the closing or suspension of operations, including at our theme parks and at our production studios.
|
•
|
Sporting events and professional sports seasons have been postponed, which have impacted our first quarter 2020 results of operations, since both advertising revenues and costs associated with broadcasting these programs were not recognized. The timing of when, or the extent to which, these events will occur in 2020 is unclear; their broadcast is expected to impact the timing, and potentially the amount, of revenue and expense recognition. In addition, the 2020 Tokyo Olympics have been postponed from the third quarter of 2020 to the third quarter of 2021 which will result in a corresponding delay of the associated revenue and costs.
|
•
|
The creation and availability of our film and television programming in the United States and globally have been disrupted, including from the suspension of studio production operations. Additionally, with many movie theaters being closed worldwide, we have delayed or altered the theatrical distribution strategy for certain of our films, both domestically and internationally.
|
•
|
Sporting events and professional sports seasons, including European soccer, have been postponed, which had significant impacts on Sky’s results of operations in the first quarter of 2020. Direct-to-consumer revenue has been, and will continue to be, negatively impacted as a result of lower sports subscription revenue. Additionally, significant costs associated with broadcasting these programs were not recognized as a result of sporting events not occurring in March of 2020. The timing of when, or the extent to which, these events will occur in 2020 is unclear; their broadcast is expected to impact the timing, and potentially the amount, of revenue and expense recognition.
|
•
|
We have suspended certain sales channels due to COVID-19, which has and will continue to impact our net customer additions and revenue.
|
•
|
COVID-19 has resulted in deteriorating economic conditions and increased economic uncertainty in the U.K. and Europe, intensifying what was an already deteriorating economic and advertising environment in 2019. These conditions negatively impacted revenue in the first quarter of 2020, and we expect these conditions will reduce advertising spend and consumer demand for our services for the remainder of 2020. In addition, there is increased risk associated with collections on our outstanding receivables, and we have incurred and expect to continue to incur losses in our allowance for doubtful accounts.
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
|||||||
(in millions, except per share data)
|
2020
|
|
2019
|
|
%
|
|||||
Revenue
|
$
|
26,609
|
|
|
$
|
26,859
|
|
|
(0.9
|
)%
|
Costs and Expenses:
|
|
|
|
|
|
|||||
Programming and production
|
8,301
|
|
|
8,569
|
|
|
(3.1
|
)
|
||
Other operating and administrative
|
8,254
|
|
|
7,900
|
|
|
4.5
|
|
||
Advertising, marketing and promotion
|
1,938
|
|
|
1,888
|
|
|
2.6
|
|
||
Depreciation
|
2,107
|
|
|
2,240
|
|
|
(5.9
|
)
|
||
Amortization
|
1,157
|
|
|
1,080
|
|
|
7.1
|
|
||
Operating income
|
4,852
|
|
|
5,182
|
|
|
(6.4
|
)
|
||
Interest expense
|
(1,212
|
)
|
|
(1,150
|
)
|
|
5.4
|
|
||
Investment and other income (loss), net
|
(716
|
)
|
|
676
|
|
|
(205.7
|
)
|
||
Income before income taxes
|
2,924
|
|
|
4,708
|
|
|
(37.9
|
)
|
||
Income tax expense
|
(700
|
)
|
|
(1,076
|
)
|
|
(35.0
|
)
|
||
Net income
|
2,224
|
|
|
3,632
|
|
|
(38.8
|
)
|
||
Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
77
|
|
|
79
|
|
|
(2.0
|
)
|
||
Net income attributable to Comcast Corporation
|
$
|
2,147
|
|
|
$
|
3,553
|
|
|
(39.6
|
)%
|
Basic earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.47
|
|
|
$
|
0.78
|
|
|
(39.7
|
)%
|
Diluted earnings per common share attributable to Comcast Corporation shareholders
|
$
|
0.46
|
|
|
$
|
0.77
|
|
|
(40.3
|
)%
|
|
|
|
|
|
|
|||||
Adjusted EBITDA(a)
|
$
|
8,130
|
|
|
$
|
8,553
|
|
|
(4.9
|
)%
|
(a)
|
Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 30 for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted EBITDA.
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
%
|
|||||
Cable Communications
|
$
|
1,946
|
|
|
$
|
2,035
|
|
|
(4.3
|
)%
|
NBCUniversal
|
565
|
|
|
515
|
|
|
9.8
|
|
||
Sky
|
718
|
|
|
741
|
|
|
(3.1
|
)
|
||
Corporate and Other
|
35
|
|
|
29
|
|
|
23.0
|
|
||
Comcast Consolidated
|
$
|
3,264
|
|
|
$
|
3,320
|
|
|
(1.7
|
)%
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Equity in net income (losses) of investees, net
|
$
|
(668
|
)
|
|
$
|
262
|
|
Realized and unrealized gains (losses) on equity securities, net
|
(58
|
)
|
|
214
|
|
||
Other income (loss), net
|
10
|
|
|
200
|
|
||
Total investment and other income (loss), net
|
$
|
(716
|
)
|
|
$
|
676
|
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
|||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Residential:
|
|
|
|
|
|
|
|
|||||||
High-speed internet
|
$
|
5,001
|
|
|
$
|
4,577
|
|
|
$
|
424
|
|
|
9.3
|
%
|
Video
|
5,632
|
|
|
5,628
|
|
|
4
|
|
|
0.1
|
|
|||
Voice
|
899
|
|
|
990
|
|
|
(91
|
)
|
|
(9.2
|
)
|
|||
Wireless
|
343
|
|
|
225
|
|
|
118
|
|
|
52.1
|
|
|||
Business services
|
2,043
|
|
|
1,891
|
|
|
152
|
|
|
8.0
|
|
|||
Advertising
|
557
|
|
|
556
|
|
|
1
|
|
|
0.3
|
|
|||
Other
|
443
|
|
|
413
|
|
|
30
|
|
|
7.0
|
|
|||
Total revenue
|
14,918
|
|
|
14,280
|
|
|
638
|
|
|
4.5
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
|
|||||||
Programming
|
3,479
|
|
|
3,419
|
|
|
60
|
|
|
1.7
|
|
|||
Technical and product support
|
2,012
|
|
|
1,880
|
|
|
132
|
|
|
7.0
|
|
|||
Customer service
|
637
|
|
|
625
|
|
|
12
|
|
|
1.9
|
|
|||
Advertising, marketing and promotion
|
954
|
|
|
972
|
|
|
(18
|
)
|
|
(1.9
|
)
|
|||
Franchise and other regulatory fees
|
406
|
|
|
391
|
|
|
15
|
|
|
3.8
|
|
|||
Other
|
1,354
|
|
|
1,265
|
|
|
89
|
|
|
7.1
|
|
|||
Total operating costs and expenses
|
8,842
|
|
|
8,552
|
|
|
290
|
|
|
3.4
|
|
|||
Adjusted EBITDA
|
$
|
6,076
|
|
|
$
|
5,728
|
|
|
$
|
348
|
|
|
6.1
|
%
|
|
|
|
Net Additions
|
||||||||
|
March 31,
|
|
Three Months Ended
March 31, |
||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Customer relationships
|
|
|
|
|
|
|
|
||||
Residential customer relationships
|
29,509
|
|
|
28,385
|
|
|
360
|
|
|
276
|
|
Business services customer relationships
|
2,408
|
|
|
2,327
|
|
|
11
|
|
|
25
|
|
Total customer relationships
|
31,917
|
|
|
30,712
|
|
|
371
|
|
|
300
|
|
Residential customer relationships mix
|
|
|
|
|
|
|
|
||||
One product customers
|
10,801
|
|
|
9,295
|
|
|
554
|
|
|
280
|
|
Two product customers
|
8,848
|
|
|
9,009
|
|
|
(75
|
)
|
|
17
|
|
Three or more product customers
|
9,860
|
|
|
10,081
|
|
|
(119
|
)
|
|
(22
|
)
|
High-speed internet
|
|
|
|
|
|
|
|
||||
Residential customers
|
26,880
|
|
|
25,449
|
|
|
466
|
|
|
352
|
|
Business services customers
|
2,226
|
|
|
2,148
|
|
|
11
|
|
|
23
|
|
Total high-speed internet customers
|
29,106
|
|
|
27,598
|
|
|
477
|
|
|
375
|
|
Video
|
|
|
|
|
|
|
|
||||
Residential customers
|
19,900
|
|
|
20,852
|
|
|
(388
|
)
|
|
(107
|
)
|
Business services customers
|
944
|
|
|
1,014
|
|
|
(22
|
)
|
|
(14
|
)
|
Total video customers
|
20,845
|
|
|
21,865
|
|
|
(409
|
)
|
|
(121
|
)
|
Voice
|
|
|
|
|
|
|
|
||||
Residential customers
|
9,840
|
|
|
10,089
|
|
|
(94
|
)
|
|
(63
|
)
|
Business services customers
|
1,347
|
|
|
1,307
|
|
|
5
|
|
|
10
|
|
Total voice customers
|
11,187
|
|
|
11,396
|
|
|
(89
|
)
|
|
(53
|
)
|
Wireless
|
|
|
|
|
|
|
|
||||
Wireless lines
|
2,267
|
|
|
1,405
|
|
|
216
|
|
|
170
|
|
|
Three Months Ended
March 31, |
|||||
|
2020
|
2019
|
||||
Average monthly total revenue per customer relationship
|
$
|
156.71
|
|
$
|
155.75
|
|
Average monthly Adjusted EBITDA per customer relationship
|
$
|
63.83
|
|
$
|
62.48
|
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease) |
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||||
Cable Networks
|
$
|
2,859
|
|
|
$
|
2,868
|
|
|
$
|
(9
|
)
|
(0.3
|
)%
|
Broadcast Television
|
2,684
|
|
|
2,467
|
|
|
217
|
|
8.8
|
|
|||
Filmed Entertainment
|
1,370
|
|
|
1,768
|
|
|
(398
|
)
|
(22.5
|
)
|
|||
Theme Parks
|
869
|
|
|
1,276
|
|
|
(407
|
)
|
(31.9
|
)
|
|||
Headquarters, other and eliminations
|
(48
|
)
|
|
(66
|
)
|
|
18
|
|
NM
|
|
|||
Total revenue
|
$
|
7,734
|
|
|
$
|
8,313
|
|
|
$
|
(579
|
)
|
(7.0
|
)%
|
Adjusted EBITDA
|
|
|
|
|
|
|
|||||||
Cable Networks
|
$
|
1,248
|
|
|
$
|
1,262
|
|
|
$
|
(14
|
)
|
(1.2
|
)%
|
Broadcast Television
|
501
|
|
|
387
|
|
|
114
|
|
29.6
|
|
|||
Filmed Entertainment
|
106
|
|
|
364
|
|
|
(258
|
)
|
(70.9
|
)
|
|||
Theme Parks
|
76
|
|
|
498
|
|
|
(422
|
)
|
(84.7
|
)
|
|||
Headquarters, other and eliminations
|
(184
|
)
|
|
(174
|
)
|
|
(10
|
)
|
NM
|
|
|||
Total Adjusted EBITDA
|
$
|
1,747
|
|
|
$
|
2,337
|
|
|
$
|
(590
|
)
|
(25.3
|
)%
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease) |
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||||
Distribution
|
$
|
1,708
|
|
|
$
|
1,735
|
|
|
$
|
(27
|
)
|
(1.5
|
)%
|
Advertising
|
834
|
|
|
852
|
|
|
(18
|
)
|
(2.2
|
)
|
|||
Content licensing and other
|
317
|
|
|
281
|
|
|
36
|
|
13.0
|
|
|||
Total revenue
|
2,859
|
|
|
2,868
|
|
|
(9
|
)
|
(0.3
|
)
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
|||||||
Programming and production
|
1,118
|
|
|
1,143
|
|
|
(25
|
)
|
(2.1
|
)
|
|||
Other operating and administrative
|
386
|
|
|
359
|
|
|
27
|
|
7.8
|
|
|||
Advertising, marketing and promotion
|
107
|
|
|
104
|
|
|
3
|
|
2.6
|
|
|||
Total operating costs and expenses
|
1,611
|
|
|
1,606
|
|
|
5
|
|
0.4
|
|
|||
Adjusted EBITDA
|
$
|
1,248
|
|
|
$
|
1,262
|
|
|
$
|
(14
|
)
|
(1.2
|
)%
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease) |
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||||
Advertising
|
$
|
1,318
|
|
|
$
|
1,317
|
|
|
$
|
1
|
|
0.1
|
%
|
Content licensing
|
735
|
|
|
560
|
|
|
175
|
|
31.3
|
|
|||
Distribution and other
|
631
|
|
|
590
|
|
|
41
|
|
6.9
|
|
|||
Total revenue
|
2,684
|
|
|
2,467
|
|
|
217
|
|
8.8
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
|||||||
Programming and production
|
1,652
|
|
|
1,577
|
|
|
75
|
|
4.8
|
|
|||
Other operating and administrative
|
411
|
|
|
382
|
|
|
29
|
|
7.6
|
|
|||
Advertising, marketing and promotion
|
120
|
|
|
121
|
|
|
(1
|
)
|
(1.1
|
)
|
|||
Total operating costs and expenses
|
2,183
|
|
|
2,080
|
|
|
103
|
|
4.9
|
|
|||
Adjusted EBITDA
|
$
|
501
|
|
|
$
|
387
|
|
|
$
|
114
|
|
29.6
|
%
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease) |
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||||
Theatrical
|
$
|
317
|
|
|
$
|
445
|
|
|
$
|
(128
|
)
|
(28.8
|
)%
|
Content licensing
|
691
|
|
|
817
|
|
|
(126
|
)
|
(15.4
|
)
|
|||
Home entertainment
|
171
|
|
|
267
|
|
|
(96
|
)
|
(35.8
|
)
|
|||
Other
|
191
|
|
|
239
|
|
|
(48
|
)
|
(20.3
|
)
|
|||
Total revenue
|
1,370
|
|
|
1,768
|
|
|
(398
|
)
|
(22.5
|
)
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
|||||||
Programming and production
|
608
|
|
|
733
|
|
|
(125
|
)
|
(17.1
|
)
|
|||
Other operating and administrative
|
264
|
|
|
261
|
|
|
3
|
|
1.1
|
|
|||
Advertising, marketing and promotion
|
392
|
|
|
410
|
|
|
(18
|
)
|
(4.4
|
)
|
|||
Total operating costs and expenses
|
1,264
|
|
|
1,404
|
|
|
(140
|
)
|
(10.0
|
)
|
|||
Adjusted EBITDA
|
$
|
106
|
|
|
$
|
364
|
|
|
$
|
(258
|
)
|
(70.9
|
)%
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease) |
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
$
|
869
|
|
|
$
|
1,276
|
|
|
$
|
(407
|
)
|
(31.9
|
)%
|
Operating costs and expenses
|
793
|
|
|
778
|
|
|
15
|
|
1.8
|
|
|||
Adjusted EBITDA
|
$
|
76
|
|
|
$
|
498
|
|
|
$
|
(422
|
)
|
(84.7
|
)%
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
|
Constant Currency Growth(a)
|
|||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|
%
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Direct-to-consumer
|
$
|
3,679
|
|
|
$
|
3,834
|
|
|
$
|
(155
|
)
|
(4.0
|
)%
|
|
(1.9
|
)%
|
Content
|
325
|
|
|
370
|
|
|
(45
|
)
|
(12.3
|
)
|
|
(10.5
|
)
|
|||
Advertising
|
513
|
|
|
593
|
|
|
(80
|
)
|
(13.5
|
)
|
|
(11.6
|
)
|
|||
Total revenue
|
4,517
|
|
|
4,797
|
|
|
(280
|
)
|
(5.8
|
)
|
|
(3.7
|
)
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
Programming and production
|
2,064
|
|
|
2,301
|
|
|
(237
|
)
|
(10.3
|
)
|
|
(8.2
|
)
|
|||
Direct network costs
|
457
|
|
|
385
|
|
|
72
|
|
18.7
|
|
|
20.9
|
|
|||
Other
|
1,445
|
|
|
1,448
|
|
|
(3
|
)
|
(0.1
|
)
|
|
2.1
|
|
|||
Total operating costs and expenses
|
3,966
|
|
|
4,134
|
|
|
(168
|
)
|
(4.1
|
)
|
|
(1.9
|
)
|
|||
Adjusted EBITDA
|
$
|
551
|
|
|
$
|
663
|
|
|
$
|
(112
|
)
|
(16.9
|
)%
|
|
(15.3
|
)%
|
(a)
|
Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 30 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
|
|
|
|
Net Additions
|
|||||||
|
March 31,
|
|
Three Months Ended
March 31, |
|||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
2019
|
||||
Total customer relationships
|
23,930
|
|
|
23,712
|
|
|
(65
|
)
|
112
|
|
|
March 31,
|
Increase/
(Decrease)
|
Constant
Currency
Growth(a)
|
||||||||||
|
2020
|
2019
|
$
|
%
|
%
|
||||||||
Average monthly direct-to-consumer revenue per customer relationship
|
$
|
51.19
|
|
$
|
54.03
|
|
$
|
(2.84
|
)
|
(5.3
|
)%
|
(3.1
|
)%
|
(a)
|
Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 30 for additional information, including our definition and our use of constant currency, and for a reconciliation of Sky’s constant currency growth rates.
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
||||||||||
(in millions)
|
2020
|
|
2019
|
|
$
|
%
|
|||||||
Revenue
|
$
|
120
|
|
|
$
|
108
|
|
|
$
|
12
|
|
10.5
|
%
|
Operating costs and expenses
|
386
|
|
|
346
|
|
|
40
|
|
11.6
|
|
|||
Adjustment for Sky transaction-related costs
|
(14
|
)
|
|
(51
|
)
|
|
37
|
|
NM
|
|
|||
Adjusted EBITDA
|
$
|
(252
|
)
|
|
$
|
(187
|
)
|
|
$
|
(65
|
)
|
(34.8
|
)%
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Net income attributable to Comcast Corporation
|
$
|
2,147
|
|
|
$
|
3,553
|
|
Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
|
77
|
|
|
79
|
|
||
Income tax expense
|
700
|
|
|
1,076
|
|
||
Investment and other (income) loss, net
|
716
|
|
|
(676
|
)
|
||
Interest expense
|
1,212
|
|
|
1,150
|
|
||
Depreciation
|
2,107
|
|
|
2,240
|
|
||
Amortization
|
1,157
|
|
|
1,080
|
|
||
Adjustment for Sky transaction-related costs
|
14
|
|
|
51
|
|
||
Adjusted EBITDA
|
$
|
8,130
|
|
|
$
|
8,553
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
Actual
|
|
Constant Currency
|
|
Constant Currency Growth
|
|||||
(in millions, except per customer data)
|
2020
|
|
2019
|
|
%
|
|||||
Revenue
|
|
|
|
|
|
|||||
Direct-to-consumer
|
$
|
3,679
|
|
|
$
|
3,749
|
|
|
(1.9
|
)%
|
Content
|
325
|
|
|
363
|
|
|
(10.5
|
)
|
||
Advertising
|
513
|
|
|
580
|
|
|
(11.6
|
)
|
||
Total revenue
|
4,517
|
|
|
4,692
|
|
|
(3.7
|
)
|
||
Operating costs and expenses
|
|
|
|
|
|
|||||
Programming and production
|
2,064
|
|
|
2,248
|
|
|
(8.2
|
)
|
||
Direct network costs
|
457
|
|
|
378
|
|
|
20.9
|
|
||
Other
|
1,445
|
|
|
1,415
|
|
|
2.1
|
|
||
Total operating costs and expenses
|
3,966
|
|
|
4,041
|
|
|
(1.9
|
)
|
||
Adjusted EBITDA
|
$
|
551
|
|
|
$
|
651
|
|
|
(15.3
|
)%
|
Average monthly direct-to-consumer revenue per customer relationship
|
$
|
51.19
|
|
|
$
|
52.83
|
|
|
(3.1
|
)%
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Operating income
|
$
|
4,852
|
|
|
$
|
5,182
|
|
Depreciation, amortization and other operating gains
|
3,264
|
|
|
3,320
|
|
||
Noncash share-based compensation
|
298
|
|
|
245
|
|
||
Changes in operating assets and liabilities
|
(1,393
|
)
|
|
(535
|
)
|
||
Payments of interest
|
(991
|
)
|
|
(970
|
)
|
||
Payments of income taxes
|
(281
|
)
|
|
(189
|
)
|
||
Other
|
75
|
|
|
178
|
|
||
Net cash provided by operating activities
|
$
|
5,824
|
|
|
$
|
7,231
|
|
Debt and Guarantee Structure
|
||||||
(in billions)
|
March 31,
2020
|
December 31,
2019
|
||||
Debt subject to cross-guarantees
|
|
|
||||
Comcast
|
$
|
83.8
|
|
$
|
80.4
|
|
NBCUniversal(a)
|
3.7
|
|
5.8
|
|
||
Comcast Cable(a)
|
2.1
|
|
2.1
|
|
||
|
89.6
|
|
88.3
|
|
||
Debt subject to one-way guarantees
|
|
|
||||
Sky
|
9.0
|
|
9.2
|
|
||
Other(a)
|
4.1
|
|
4.1
|
|
||
|
13.1
|
|
13.3
|
|
||
Debt not guaranteed
|
|
|
||||
Universal Beijing Resort(b)
|
1.5
|
|
1.3
|
|
||
Other
|
1.1
|
|
1.0
|
|
||
|
2.6
|
|
2.3
|
|
||
Debt issuance costs, premiums, discounts, fair value adjustments for acquisition accounting and hedged positions, net
|
(1.7
|
)
|
(1.7
|
)
|
||
Total debt
|
$
|
103.6
|
|
$
|
102.2
|
|
(a)
|
NBCUniversal, Comcast Cable and Comcast Holdings (included within other debt subject to one-way guarantees) are each consolidated subsidiaries subject to the periodic reporting requirements of the SEC. The guarantee structures and related disclosures in this section, together with Exhibit 22, satisfy these reporting obligations.
|
(b)
|
Universal Beijing Resort debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. See Note 7 for additional information.
|
Exhibit
No.
|
|
Description
|
10.1*
|
|
Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan.
|
10.2*
|
|
Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated effective February 19, 2020.
|
10.3*
|
|
Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective April 10, 2020.
|
10.4*
|
|
Comcast Corporation 2003 Stock Option Plan, as amended and restated effective April 10, 2020.
|
10.5*
|
|
Amendment No. 2 to Employment Agreement with David N. Watson, dated as of April 29, 2020.
|
|
Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant.
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
|
The following financial statements from Comcast Corporation’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020, filed with the Securities and Exchange Commission on April 30, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statement of Income; (ii) the Condensed Consolidated Statement of Comprehensive Income; (iii) the Condensed Consolidated Statement of Cash Flows; (iv) the Condensed Consolidated Balance Sheet; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.
|
*
|
|
Constitutes a management contract or compensatory plan or arrangement.
|
|
|
COMCAST CORPORATION
|
|
|
|
By:
|
|
/s/ DANIEL C. MURDOCK
|
|
|
Daniel C. Murdock
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
COMCAST CORPORATION
|
|
BY:
|
|
ATTEST:
|
(i)
|
Except as otherwise provided in Paragraph 2(f)(ii):
|
(A)
|
The Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made before January 1, 2010 and (2) Diversification Elections and Special Diversification Elections made before January 1, 2010 shall be the interest
|
(B)
|
The Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made on or after January 1, 2010 and before January 1, 2014 and (2) Diversification Elections and Special Diversification Elections made on or after January 1, 2010 and before January 1, 2014, shall be the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to 12% per annum, or such other interest rate established by the Committee from time to time.
|
(C)
|
Effective with respect to amounts credited to the Income Fund that are attributable to (1) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Initial Deferral Elections made on or after January 1, 2014, (2) dividends and other distributions credited with respect to Deferred Stock Units that are deferred pursuant to Regular Deferral Elections, and (3) Diversification Elections and Special Diversification Elections made on or after January 1, 2014, the “Applicable Interest Rate” shall be the Applicable Interest Rate that applies to “Protected Account Balances” under the Comcast Corporation 2005 Deferred Compensation Plan (the “2005 Deferred Compensation Plan”) if, as of the September 30th immediately preceding the Plan Year to which the Initial Deferral Election, Regular Deferral Election or Diversification Election applies, the sum of (x) the Grantee’s Account under the 2005 Deferred Compensation Plan to the extent such Account is credited to the Income Fund, plus (y) the Grantee’s Account under the Comcast Corporation 2002 Deferred Compensation Plan (the “2002 Deferred Compensation Plan”) to the extent such Account is credited to the Income Fund, plus (z) the portion of the Grantee’s Account under this Plan credited to the Income Fund, is less than the High-Water Mark. If the conditions described in the preceding sentence
|
(ii)
|
Effective for the period beginning as soon as administratively practicable following (A) a significant reduction in a Grantee’s compensation and services to the Company, as determined by the Committee in its sole discretion, and (B) a Grantee’s employment termination date, in each case, to the date the Grantee’s Account is distributed in full, the Committee, in its sole and absolute discretion, may designate the term “Applicable Interest Rate” for such Grantee’s Account to mean the lesser of: (A) the rate in effect under Paragraph 2(f)(i) or (B) the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to the Prime Rate plus one percent, compounded annually as of the last day of the calendar year. A Grantee’s re-employment by a Participating Company following an employment termination date shall not affect the Applicable Interest Rate that applies to the part of the Grantee’s Account (including interest credited with respect to such part of the Grantee’s Account) that was credited before such employment termination date. Notwithstanding the foregoing, the Committee may delegate its authority to determine the Applicable Interest Rate under this Paragraph 2(f)(ii) to an officer of the Company or committee of two or more officers of the Company.
|
(i)
|
Except as provided in Paragraph 2(j)(ii), “Change in Control” means the occurrence of any one or more of the following events:
|
(A)
|
following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act) (each, a
|
(B)
|
at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board;
|
(C)
|
the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving the Company or any of its subsidiaries with any other corporation or entity, which would result in the combined voting power of the Company’s securities entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of the Company or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction, or (y) any sale, lease, exchange or other transfer to any Person of all or substantially all of the assets of the Company, in one transaction or a series of related transactions; or
|
(D)
|
the approval by the shareholders of the Company of a liquidation or dissolution of the Company.
|
(ii)
|
For purposes of Paragraph 8, and with respect to the distribution of amounts subject to an Award that constitute “deferred compensation” (within the meaning of Section 409A), the term
|
(i)
|
A Grantee whose employment by a Participating Company is terminated by death; or
|
(ii)
|
A Grantee who dies following termination of employment by a Participating Company.
|
(i)
|
Effective for the period extending from January 1, 2014 through December 31, 2018:
|
(A)
|
An Eligible Employee whose Annual Rate of Pay is $250,000 or more as of both: (x) the date on which an Initial Deferral Election or Regular Deferral Election is filed with the Committee; and (y) the first day of the calendar year in which such Initial Deferral Election or Regular Deferral Election is filed.
|
(B)
|
Each New Key Employee.
|
(C)
|
Each other employee of a Participating Company who is designated by the Committee, in its sole and absolute discretion, as a Deferral Eligible Employee.
|
(ii)
|
Effective on and after January 1, 2019:
|
(A)
|
An Eligible Employee whose Annual Rate of Pay is $350,000 or more as of both: (x) the date on which an Initial Deferral Election or Regular Deferral Election is filed with the Committee; and (y) the first day of the calendar year in which such Initial Deferral Election or Regular Deferral Election is filed.
|
(B)
|
Each New Key Employee.
|
(C)
|
Each other employee of a Participating Company who is designated by the Committee, in its sole and absolute discretion, as a Deferral Eligible Employee.
|
(i)
|
A Grantee’s substantial inability to perform Grantee’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of 12 consecutive months or for a cumulative period of 52 weeks in any two-calendar year period; or
|
(ii)
|
If different from the definition in Paragraph 2(u)(i) above, “Disability” as it may be defined in such Grantee’s employment agreement between the Grantee and the Company or an Affiliate, if any.
|
(i)
|
A Grantee whose employment by a Participating Company is terminated by reason of Disability;
|
(ii)
|
The duly-appointed legal guardian of an individual described in Paragraph 2(v)(i) acting on behalf of such individual.
|
(i)
|
If Shares or shares of any Other Investment Fund are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price of a share on the principal exchange on which shares are listed on the date of determination, or if such date is not a trading day, the next trading date.
|
(ii)
|
If Shares or shares of any Other Investment Fund are not so listed, but trades of shares are reported on the Nasdaq National Market, Fair Market Value shall be determined based on the last quoted sale price of a share on the Nasdaq National Market on the date of determination, or if such date is not a trading day, the next trading date.
|
(iii)
|
If Shares or shares of any Other Investment Fund are not so listed nor trades of shares so reported, Fair Market Value shall be determined by the Committee in good faith.
|
(i)
|
With respect to amounts credited to the Income Fund on account of Diversification Elections made in 2014, the highest of the sum of the amounts described in (A), (B) and (C) below as of the last day of any calendar quarter beginning after December 31, 2008 and before October 1, 2013:
|
(A)
|
the Grantee’s Account under the 2005 Deferred Compensation Plan, to the extent credited to the Income Fund; plus
|
(B)
|
the Grantee’s Account under the 2002 Deferred Compensation Plan, to the extent credited to the Income Fund; plus
|
(C)
|
the portion of the Grantee’s Account under this Plan credited to the Income Fund.
|
(ii)
|
With respect to amounts credited to the Income Fund on account of Diversification Elections and Special Diversification Elections made after 2014, the sum of (x) plus (y) where (x) equals the highest of the sum of the amounts described in Paragraphs 2(ee)(i)(A), (B) and (C) as of the last day of any calendar quarter beginning after December 31, 2008 and before January 1, 2014, and (y) equals the sum of:
|
(A)
|
The amount credited to the Income Fund with respect to a Grantee’s Account under Section 3.8 of the 2005 Deferred Compensation Plan after December 31, 2013 and on or before September 30, 2014 that is contractually committed pursuant to an employment agreement entered into on or before December 31, 2013; plus
|
(B)
|
The deferred portion of a Grantee’s cash bonus award earned for 2013 to the extent credited to the Income Fund and payable, but for the Grantee’s deferral election under the 2005 Deferred Compensation Plan after December 31, 2013 and on or before September 30, 2014; plus
|
(C)
|
The amount credited to the Income Fund pursuant to a Diversification Election or Special Diversification Election made by a Grantee before January 1, 2014 with respect to Restricted Stock Units that vest after December 31, 2013 and on or before September 30, 2014.
|
(i)
|
Effective for the period extending from January 1, 2014 through December 31, 2018, each employee of a Participating Company who:
|
(A)
|
becomes an employee of a Participating Company and has an Annual Rate of Pay of $250,000 or more as of his employment commencement date; or
|
(B)
|
has an Annual Rate of Pay that is increased to $250,000 or more and who, immediately preceding such increase, was not a Deferral Eligible Employee.
|
(ii)
|
Effective on and after January 1, 2019, each employee of a Participating Company who:
|
(A)
|
becomes an employee of a Participating Company and has an Annual Rate of Pay of $350,000 or more as of his employment commencement date; or
|
(B)
|
has an Annual Rate of Pay that is increased to $350,000 or more and who, immediately preceding such increase, was not a Deferral Eligible Employee.
|
(i)
|
The total number of Shares owned by a Grantee or such Grantee’s Family Member that were not acquired by such Grantee or such Grantee’s Family Member pursuant to a Comcast Plan or otherwise in connection with the performance of services to the Company or an Affiliate; plus
|
(ii)
|
The excess, if any of:
|
(A)
|
The total number of Shares owned by a Grantee or such Grantee’s Family Member other than the Shares described in Paragraph 2(nn)(i); over
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(B)
|
The sum of:
|
(i)
|
such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;
|
(ii)
|
in the case of delegation to a person that is conditioned on such person’s continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or
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(iii)
|
the delegate shall notify the Committee that he or she declines to continue to exercise such authority.
|
(i)
|
Initial Deferral Election.
|
(A)
|
Election. Each Grantee who is a Non-Employee Director or a Deferral Eligible Employee shall have the right to defer the receipt of some or all of the Shares issuable with respect to Restricted Stock Units as to which a Vesting Date has not yet occurred, by filing an Initial Deferral Election to defer the receipt of such Shares on a form provided by the Committee for this purpose.
|
(B)
|
Deadline for Initial Deferral Election. No Initial Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units that are not Performance-Based Compensation shall be effective unless it is filed with the Committee on or before the 30th day following the Date of Grant and 12 or more months in advance of the applicable Vesting Date. No Initial Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units that are Performance-Based Compensation shall be effective unless it is filed with the Committee at least six months before the end of the Performance Period during which such Performance-Based Compensation may be earned.
|
(ii)
|
Regular Deferral Election.
|
(A)
|
Election. Each Grantee who is a Deferral Eligible Employee shall have the right to defer the receipt of some or all of the Shares issuable with respect to Restricted Stock
|
(B)
|
Deadline for Regular Deferral Election. No Regular Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units shall be effective unless it is filed with the Committee on or before the close of business at least one year before the scheduled Vesting Date of such Restricted Stock Units.
|
(i)
|
Initial Deferral Election. Except as otherwise specifically provided by the Plan, no distribution pursuant to an Initial Deferral Election may be made earlier than January 2nd of the third calendar year beginning after the Vesting Date, nor later than January 2nd of the eleventh calendar year beginning after the Vesting Date.
|
(ii)
|
Regular Deferral Election. No distribution pursuant to a Regular Deferral Election may be made before the fifth anniversary or later than the tenth anniversary of the scheduled Vesting Date of the Restricted Stock Units to which the Regular Deferral Election applies.
|
(i)
|
Each Active Grantee, and each Grantee designated by the Committee who has served as a Non-Employee Director or Section 16 Officer at any time on or after January 1, 2019 (whether or not such individual is an Active Grantee) (A) who has previously
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(ii)
|
A Deceased Grantee’s Successor-in-Interest may elect to file a Subsequent Deferral Election to defer the distribution date for the Deceased Grantee’s Shares issuable with respect to Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Deferral Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Deceased Grantee’s last Election.
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(iii)
|
A Retired Grantee may elect to defer the distribution date of the Retired Grantee’s Shares issuable with respect to Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Deferral Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Retired Grantee’s last Election.
|
(i)
|
To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) to the extent permitted by Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor provision of law).
|
(ii)
|
To the extent necessary to comply with laws relating to avoidance of conflicts of interest, as provided in Treasury Regulation section 1.409A-3(j)(4)(iii) (or any successor provision of law).
|
(iii)
|
To pay employment taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vi) (or any successor provision of law).
|
(iv)
|
In connection with the recognition of income as the result of a failure to comply with Section 409A, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any successor provision of law).
|
(v)
|
To pay state, local or foreign taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xi) (or any successor provision of law).
|
(vi)
|
In satisfaction of a debt of a Grantee to a Participating Company where such debt is incurred in the ordinary course of the service relationship between the Grantee and the Participating Company, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision of law).
|
(vii)
|
In connection with a bona fide dispute as to a Grantee’s right to payment, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of law).
|
(i)
|
The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate to transfer the Company’s obligation to pay benefits with respect to such Grantee which have not become payable under this Plan, to another employer, whether through a deferred compensation plan, program or arrangement sponsored by such other employer or otherwise, or to another deferred compensation plan, program or arrangement sponsored by the Company or an Affiliate. Following the completion of such transfer, with respect to the benefit transferred, the Grantee shall have no further right to payment under this Plan.
|
(ii)
|
The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate to assume another employer’s obligation to pay benefits with respect to such Grantee which have not become payable under the deferred compensation plan, program or arrangement under which such future right to payment arose, to the Plan, or to assume a future payment obligation of the Company or an Affiliate under another plan, program or arrangement sponsored by the Company or an Affiliate. Upon the completion of the Plan’s assumption of such payment obligation, the Committee shall establish an Account for such Grantee, and the Account shall be subject to the rules of this Plan, as in effect from time to time.
|
(i)
|
In General. Except as otherwise provided in this Paragraph 8(j) or Paragraph 8(k), the value of a Grantee’s Account as of any date shall be determined as if it were invested in the Company Stock Fund.
|
(ii)
|
Credits to Other Investment Funds.
|
(A)
|
Post-Termination Elections. To the extent credited to the Income Fund, the Accounts of Non-Employee Directors
|
(B)
|
High Balance Participants. If a Grantee’s Income Fund exceeds the Income Fund Limit as of the last day of a Plan Year, the excess of (x) the amount credited to the Grantee’s Income Fund over (y) the Income Fund Limit shall be deemed transferred to an Other Investment Fund as of such last day of such Plan Year.
|
(C)
|
Section 16 Officers. Pursuant to rules established by the Committee or its delegate, a Section 16 Officer may elect to (x) transfer amounts credited to their Accounts that were previously subject to a Diversification Election and that are deemed to be invested in the Income Fund to an Other Investment Fund, or (y) transfer amounts credited to their Accounts that were previously subject to a Diversification Election and that are deemed to be invested in an Other Investment Fund to the Income Fund to the extent that immediately after such transfer, the amount credited to such Section 16 Officer’s Income Fund does not exceed the Income Fund Limit.
|
(D)
|
Subsequent Deferral Elections. Amounts subject to a Subsequent Deferral Election that takes effect while a Grantee’s Income Fund exceeds the Income Fund Limit shall be deemed invested in an Other Investment Fund.
|
(iii)
|
Protocol for Deemed Transfers between Income Fund and an Other Investment Fund. As provided in Article 8, the timing of distributions of amounts credited to a Grantee’s Account is established pursuant to Initial Deferral Elections, Regular Deferral Elections, and Subsequent Deferral Elections, and a Grantee may elect various distribution dates for amounts subject to Initial Deferral Elections, Regular Deferral Elections, and Subsequent Deferral Elections. Amounts deemed transferred from the Income Fund to Other Investment Funds as a result of the application of the Income Fund Limit or pursuant to elective transfers described in Paragraph 8(j)(ii)(C), and amounts deemed transferred from an Other Investment Fund to the Income Fund pursuant to elective transfers described in Paragraph 8(j)(ii)(C) shall be sourced and
|
(i)
|
In General. Except as otherwise provided in Paragraph 8(k)(v):
|
(A)
|
A Diversification Election shall be available: (x) at any time that a Registration Statement filed under the 1933 Act (a “Registration Statement”) is effective with respect to the Plan; and (y) with respect to a Special Diversification Election, if and to the extent that the opportunity to make such a Special Diversification Election has been approved by the Committee or its delegate.
|
(B)
|
No approval is required for a Diversification Election other than a Special Diversification Election.
|
(ii)
|
Committee Approval of Special Diversification Elections. The opportunity to make a Special Diversification Election and the extent to which a Special Diversification Election applies to Deferred Stock Units credited to the Company Stock Fund may be approved or rejected by the Committee or its delegate in its sole discretion. A Special Diversification Election shall only be effective if (and to the extent) approved by the Committee or its delegate.
|
(iii)
|
Timing and Manner of Making Diversification Elections. Each Grantee and, in the case of a Deceased Grantee, the Successor-in-Interest, may make a Diversification Election to convert up to 40 percent (or in the case of a Special Diversification Election, up to the approved percentage) of Deferred Stock Units attributable to such Award credited to the Company Stock Fund to the Income Fund. Except as otherwise provided in Paragraph 8(j)(ii), no deemed transfers shall be permitted from the Income Fund to the Company Stock Fund. Diversification Elections under this Paragraph 8(k)(iii) shall be prospectively effective on the later of: (A) the date designated by the Grantee on a Diversification
|
(iv)
|
Interfund Transfers and Timing of Credits. Account balances subject to a Diversification Election under this Paragraph 8(k) shall be deemed transferred from the Company Stock Fund to the Income Fund or Other Investment Fund, as applicable, immediately following the effective date of such Diversification Election. The value of amounts deemed invested in the Income Fund or Other Investment Fund immediately following the effective date of a Diversification Election shall be based on hypothetical sales of Common Stock underlying the liquidated Deferred Stock Units (and, if applicable, hypothetical purchases of shares of Other Investment Funds) at Fair Market Value as of the effective date of a Diversification Election.
|
(v)
|
Diversification Limit. No Diversification Election or Special Diversification Election during a calendar year by an Eligible Employee shall be effective if the sum of (x) the value of the Eligible Employee’s Account in the 2005 Deferred Compensation Plan, plus (y) the value of the Eligible Employee’s Account in the 2002 Deferred Compensation Plan, plus (z) the value of the Eligible Employee’s Account in this Plan to the extent such Account is credited to the “Income Fund,” exceeds the “Contribution Limit” (as defined in the 2005 Deferred Compensation Plan) with respect to such calendar year, determined as of September 30th immediately preceding such calendar year.
|
(i)
|
In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or the distribution of a Grantee’s Account, or if, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free of a substantial risk of forfeiture as the result of the Grantee’s satisfaction of the age and service conditions for retirement eligibility, and, as a result thereof, employment tax liabilities arise, the Company shall have
|
(ii)
|
Except as otherwise provided in this Paragraph 9(c)(ii), any tax withholding obligations incurred in connection with the grant of any Award, the occurrence of a Vesting Date under any Award under the Plan that is not subject to an Initial Deferral Election, Regular Deferral Election or Subsequent Deferral Election, or the distribution of the portion of a Grantee’s Account that is credited to the Company Stock Fund, shall be satisfied by the Company’s withholding a portion of the Shares subject to such Award having a Fair Market Value approximately equal to the minimum amount of taxes required to be withheld by the Company under applicable law, unless otherwise determined by the Committee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or more of the following:
|
(A)
|
To the extent permitted by applicable law, to have taxes withheld in excess of the minimum amount required to be withheld by the Company under applicable law, provided that the Grantee certifies in writing to the Company at the time of such election that the Grantee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value to be withheld by the Company in payment of withholding taxes in excess of such minimum amount;
|
(B)
|
With respect to tax liabilities arising on or after January 1, 2017, to have Shares otherwise deliverable to the Grantee after the application of the other provisions of this Paragraph 9(c)(ii) redeemed by the Company for the Fair Market Value of such Shares on the vesting date or other time of delivery of Shares, and have the cash proceeds of such redemption remitted by the Company to the Grantee to facilitate one or more estimated tax payments to the Internal Revenue Service or other taxing authority for the taxable year in which such vesting occurs, provided that the Grantee certifies in writing to the Company at the time of such election that the Grantee owns Other Available Shares
|
(C)
|
To pay to the Company in cash all or a portion of the taxes to be withheld in connection with such grant, Vesting Date or Account distribution.
|
(iii)
|
If part of a Grantee’s Award is subject to an Initial Deferral Election or a Regular Deferral Election, or, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free of a substantial risk of forfeiture as the result of the satisfaction of a performance or service condition, or the Grantee’s satisfaction of the age and service conditions for retirement eligibility, and, as a result thereof, employment tax liabilities arise, then, except to the extent the Grantee affirmatively elects otherwise as part of the Initial Deferral Election or Regular Deferral Election, the Grantee shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements. As part of the Grantee’s Initial Deferral Election or Regular Deferral Election, the Grantee may elect that Shares subject to such Award be withheld by the Company to the extent necessary to pay such employment tax liabilities (on a fully grossed-up basis to cover income and other withholding tax liabilities that may arise in connection with such an event), notwithstanding that such Shares may not yet have vested and become deliverable in accordance with the terms of the Award. Shares withheld pursuant to this Paragraph 9(c)(iii) shall be deemed allocated and offset against the number of Restricted
|
|
COMCAST CORPORATION
|
|
|
|
|
|
|
|
BY: /s/ David L. Cohen
|
|
|
|
|
|
ATTEST: /s/ Thomas J. Reid
|
(i)
|
following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act) (each, a “Person”), other than an employee benefit plan or trust maintained by the Sponsor, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 30% or more of the combined voting power of the Sponsor’s outstanding securities entitled to vote generally in the election of directors, unless a majority of the directors of the Sponsor in office immediately preceding the date on which such Person acquires such beneficial ownership, by resolution negates the effectiveness of this provision in a particular circumstance);
|
(ii)
|
at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board;
|
(iii)
|
the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving the Sponsor or any of its subsidiaries with any other corporation or entity, which would result in combined voting power of the Sponsor’s securities entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of the Sponsor or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction, or (y) any sale, lease, exchange or other transfer to any Person of all or substantially all of the assets of the Sponsor, in one transaction or a series of related transactions; or
|
(iv)
|
the approval by the shareholders of the Sponsor of a liquidation or dissolution of the Sponsor.
|
(i)
|
all references to the Committee shall be treated as references to the Board with respect to any Option granted to or held by a Non-Employee Director; and
|
(ii)
|
all references to the Committee shall be treated as references to the Committee’s delegate with respect to any Option granted within the scope of the delegate’s authority pursuant to Paragraph 5(b).
|
(i)
|
For any Incentive Stock Option, a disability within the meaning of section 22(e)(3) of the Code.
|
(ii)
|
For any Non-Qualified Option:
|
(A)
|
An Optionee’s substantially inability to perform the Optionee’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of twelve (12) consecutive months or for a cumulative period of fifty-two (52) weeks in any two calendar year period; or
|
(B)
|
If different from the definition in Paragraph 2(n)(ii)(A) above, “Disability” as it may be defined in such Optionee’s employment agreement between the Optionee and the Sponsor or an Affiliate, if any.
|
(i)
|
In General. If Shares are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price of a Share on the principal exchange on which Shares are listed on the date of determination, or if such date is not a trading day, the next trading date. If Shares are not so listed, but trades of Shares are reported on the Nasdaq National Market, Fair Market Value shall be determined based on the last quoted sale price of a Share on the Nasdaq National Market on the date of determination, or if such date is not a trading day, the next trading date. If Shares are not so listed nor trades of Shares so reported, Fair Market Value shall be determined by the Board or the Committee in good faith.
|
(ii)
|
Option Exercise and Tax Withholding. For purposes of Paragraph 7(d) and Paragraph 15 (except to the extent that the Optionee pays the full option price and all applicable withholding taxes in cash, by certified check or surrender or attestation to ownership of Shares, as described in Paragraph 7(d)(i), (ii) and (iii), respectively) the fair market value of Shares applied to pay the option price and the fair market value of Shares withheld to pay applicable tax liabilities shall be determined based on the available price of Shares at the time the option exercise transaction is executed.
|
(i)
|
an Option granted under the Plan, designated by the Committee at the time of such grant as a Non-Qualified Option and containing the terms specified herein for Non-Qualified Options; and
|
(ii)
|
an Option granted under the Plan and designated by the Committee at the time of grant as an Incentive Stock Option, to the extent such Option fails to satisfy the requirements for an incentive stock option under section 422 of the Code for any reason.
|
(i)
|
the total number of Shares owned by an Optionee or such Optionee’s Family Member that were not acquired by such Optionee or such Optionee’s Family Member pursuant to a Comcast Plan or otherwise in connection with the performance of services to the Sponsor or an Affiliate; plus
|
(ii)
|
the excess, if any of:
|
(A)
|
the total number of Shares owned by an Optionee or such Optionee’s Family Member other than the Shares described in Paragraph 2(w)(i); over
|
(B)
|
the sum of:
|
(i)
|
Except as provided in this Paragraph 2(aa), a share or shares of Common Stock.
|
(ii)
|
The term “Share” or “Shares” also means such other securities issued by the Sponsor as may be the subject of an adjustment under Paragraph 10, or for purposes of Paragraph 2(w) and Paragraph 15, as may have been the subject of a similar adjustment under similar provisions of a Comcast Plan as now in effect or as may have been in effect before the AT&T Broadband Transaction.
|
(i)
|
Incentive Stock Options, which give an Optionee who is an employee of a Company the right for a specified time period to purchase a specified number of Shares for a price not less than the Fair Market Value on the Date of Grant.
|
(ii)
|
Non‑Qualified Options, which give the Optionee the right for a specified time period to purchase a specified number of Shares for a price not less than the Fair Market Value on the Date of Grant; and
|
(iii)
|
Cash Rights, which give an Optionee the right for a specified time period, and subject to such conditions, if any, as shall be determined by the Committee and stated in the option document, to receive a cash payment of such amount per Share as shall be determined by the Committee and stated in the option document, not to exceed the excess, if any, of the Fair Market Value of a Share on the date of exercise of a Cash Right over the Fair Market
|
(i)
|
such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;
|
(ii)
|
in the case of delegation to a person that is conditioned on such person’s continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or
|
(iii)
|
the delegate shall notify the Committee that he or she declines to continue to exercise such authority.
|
(i)
|
In cash;
|
(ii)
|
By certified check payable to the order of the Sponsor;
|
(iii)
|
By surrendering or attesting to ownership of Shares with an aggregate Fair Market Value equal to the aggregate option price, provided that the option price may not be paid in Shares if the Committee determines that such method of payment would result in liability under section 16(b) of the 1934 Act to an Optionee. Except as otherwise provided by the Committee, if payment is made in whole or in part by surrendering Shares, the Optionee shall deliver to the Sponsor certificates registered in the name of such Optionee (or record the equivalent thereof on a book entry recordkeeping system maintained by the Sponsor) representing Shares legally and beneficially owned by such Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value on the date of delivery that is equal to or greater than the aggregate option price for the Option Shares subject to payment by the surrender of Shares, accompanied by any necessary stock powers duly endorsed in blank by the record holder of such Shares; and if payment is made in whole or in part by attestation of ownership, the Optionee shall attest to ownership of Shares representing Shares legally and beneficially owned by such Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value on the date of attestation that is equal to or greater than the aggregate option price for the Option Shares subject to payment by attestation of Share ownership. The Committee may impose such limitations and prohibitions on attestation or ownership of Shares and the use of Shares to exercise an Option as it deems appropriate; or
|
(iv)
|
Via cashless exercise, such that subject to the other terms and conditions of the Plan, following the date of exercise, the Company shall deliver to the Optionee Shares having a Fair Market Value at the time of exercise, equal to the excess, if any, of (A) the Fair Market Value of such Shares at the time of exercise of the Option
|
(i)
|
In the event that an Optionee’s employment with the Company terminates for any reason other than death or Cause, any Option held by such Optionee and which is then exercisable shall be exercisable for a period of 90 days following the date the Optionee’s employment with the Company terminates (unless a longer period is established by the Committee); provided, however, that if such termination of employment with the Company is due to the Disability of the Optionee, he shall have the right to exercise those of his Options which are then exercisable for a period of one year following such termination of employment (unless a longer period is established by the Committee); provided, however, that in no event shall an Incentive Stock Option be exercisable after five years from the Date of Grant in the case of a grant to a Ten Percent Shareholder, nor shall any other Option be exercisable after ten years from the Date of Grant.
|
(ii)
|
In the event that an Optionee’s employment with the Company terminates by reason of his death, any Option held at death by such Optionee which is then exercisable shall be exercisable for a period of one year from the date of death (unless a longer period is established by the Committee) by the person to whom the rights of the Optionee shall have passed by will or by the laws of descent and distribution; provided, however, that in no event shall an Incentive Stock Option be exercisable after five years from the Date of Grant in the case of a grant to a Ten Percent Shareholder, nor shall any other Option be exercisable after ten years from the Date of Grant.
|
(iii)
|
In the event that an Optionee’s employment with the Company is terminated for Cause, each unexercised Option held by such Optionee shall terminate and cease to be exercisable; provided further, that in such event, in addition to immediate termination of the Option, the Optionee, upon a determination by the Committee shall automatically forfeit all Shares otherwise subject to delivery
|
(i)
|
In General. The date of exercise of an Option shall be the date on which written notice of exercise, addressed to the Sponsor at its main office to the attention of its Secretary, is hand delivered, telecopied or mailed first class postage prepaid; provided, however, that the Sponsor shall not be obligated to deliver any Shares pursuant to the exercise of an Option until the Optionee shall have made payment in full of the option price for such Shares. Each such exercise shall be irrevocable when given. Each notice of exercise must (i) specify the Incentive Stock Option, Non-Qualified Option or combination thereof being exercised; and (ii) if applicable, include a statement of preference (which shall be binding on and irrevocable by the Optionee but shall not be binding on the Committee) as to the manner in which payment to the Sponsor shall be made. Each notice of exercise shall also comply with the requirements of Paragraph 15.
|
(ii)
|
Automatic Exercise. The provisions of this Paragraph 7(h)(ii) shall apply to any Option that is unexercised, in whole or in part, on or after October 28, 2013. Immediately before the time at which any such Option is scheduled to expire in accordance with the terms and conditions of the Plan and the applicable option document, such Option shall be deemed automatically exercised, if such Option satisfies the following conditions:
|
(A)
|
Such Option is covered by a then current registration statement or a Notification under Regulation A under the 1933 Act.
|
(B)
|
The last reported sale price of a Share on the principal exchange on which Shares are listed on the date of determination, or if such date is not a trading day, the last preceding trading day, exceeds the option price per Share by such amount as may be determined by the Committee or its delegate from time to time. Absent a contrary determination, such excess per Share shall be $0.01.
|
(i)
|
Such Cash Right shall expire no later than the Non-Qualified Option to which it is attached.
|
(ii)
|
Such Cash Right shall provide for the cash payment of such amount per Share as shall be determined by the Committee and stated in the option document.
|
(iii)
|
Such Cash Right shall be subject to the same restrictions on transferability as the Non-Qualified Option to which it is attached.
|
(iv)
|
Such Cash Right shall be exercisable only when such conditions to exercise as shall be determined by the Committee and stated in the option document, if any, have been satisfied.
|
(v)
|
Such Cash Right shall expire upon the exercise of the Non-Qualified Option to which it is attached.
|
(vi)
|
Upon exercise of a Cash Right that is attached to a Non-Qualified Option, the Option to which the Cash Right is attached shall expire.
|
(i)
|
the Shares subject to the Option are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Sponsor, may be made without violating the registration provisions of the Act);
|
(ii)
|
the Optionee has been advised and understands that (A) the Shares subject to the Option have not been registered under the 1933 Act and are “restricted securities” within the meaning of Rule 144 under the 1933 Act and are subject to restrictions on transfer and (B) the Sponsor is under no obligation to register the Shares subject to the Option under the 1933 Act or to take any action which would make available to the Optionee any exemption from such registration;
|
(iii)
|
the book entry recordkeeping system maintained by the Sponsor evidencing the Shares may bear a restrictive legend; and
|
(iv)
|
the Shares subject to the Option may not be transferred without compliance with all applicable federal and state securities laws.
|
(i)
|
To the extent permitted by law, to have taxes withheld in excess of the minimum amount required to be withheld by the Sponsor under applicable law; provided that the Optionee certifies in writing to the Sponsor that the Optionee owns a number of Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value of Option Shares to be withheld by the Sponsor for the then-current exercise on account of withheld taxes in excess of such minimum amount;
|
(ii)
|
With respect to Options (other than Incentive Stock Options) exercised on and after January 1, 2017, to have Shares otherwise deliverable to the Optionee after the application of this Paragraph 15(b) redeemed by the Sponsor for the Fair Market Value of such Shares on the date of the exercise of the applicable Option, and have the cash proceeds of such redemption remitted by the Sponsor to the Optionee to facilitate one or more estimated tax payments to the Internal Revenue Service or other taxing authority for the taxable year in which the Optionee exercises the Option, provided that the Optionee certifies in writing to the Sponsor at the time of such election that the Optionee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value of such Shares to be redeemed by the Sponsor; and
|
(iii)
|
To pay to the Sponsor in cash all or a portion of the taxes to be withheld upon the exercise of an Option.
|
1.
|
Clause (b) of paragraph 2 of the Agreement is hereby amended and restated to read in its entirety as follows: “(b) June 30, 2025 (the date specified in subparagraph (b) is referred to as the “Regular End Date”).”
|
2.
|
Paragraph 3 of Schedule 1 to the Agreement is hereby amended and restated to read in its entirety as follows: “Cash Bonus. Target bonus potential under the Cash Bonus Plan commencing March 1, 2020: 300% of eligible earnings (i.e., the amount of Base Salary actually paid and/or deferred in the applicable period).”
|
3.
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Other than as amended hereby, the Agreement remains in full force and effect.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Comcast Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ BRIAN L. ROBERTS
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Name: Brian L. Roberts
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Title: Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Comcast Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ MICHAEL J. CAVANAGH
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Name: Michael J. Cavanagh
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Title: Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Comcast Corporation.
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/s/ BRIAN L. ROBERTS
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Name: Brian L. Roberts
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Title: Chief Executive Officer
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/s/ MICHAEL J. CAVANAGH
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Name: Michael J. Cavanagh
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Title: Chief Financial Officer
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