Comcast
Annual Report 2019

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM to Commission File Number Registrant; State of Incorporation; Address andTelephone Number I.R.S. Employer Identification No.001-32871 COMCAST CORPORATION 27-0000798PennsylvaniaOne Comcast CenterPhiladelphia, PA 19103-2838(215) 286-1700001-36438 NBCUNIVERSAL MEDIA, LLC 14-1682529Delaware30 Rockefeller PlazaNew York, NY 10112-0015(212) 664-4444SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Comcast Corporation – Title of Each Class Trading symbol(s) Name of Each Exchange on Which RegisteredClass A Common Stock, $0.01 par value CMCSA NASDAQ Global Select Market2.0% Exchangeable Subordinated Debentures due 2029 CCZ New York Stock Exchange5.50% Notes due 2029 CCGBP29 New York Stock Exchange9.455% Guaranteed Notes due 2022 CMCSA/22 New York Stock Exchange NBCUniversal Media, LLC – NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:Comcast Corporation – NONENBCUniversal Media, LLC – NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Comcast Corporation Yes☒ No☐ NBCUniversal Media, LLC Yes☒ No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Comcast Corporation Yes☐ No☒ NBCUniversal Media, LLC Yes☐ No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Comcast Corporation Yes☒ No☐ NBCUniversal Media, LLC Yes☒ No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Comcast Corporation Yes☒ No☐ NBCUniversal Media, LLC Yes☒ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Seedefinition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Comcast CorporationLarge accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐NBCUniversal Media, LLCLarge accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. Comcast Corporation ☐ NBCUniversal Media, LLC ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Comcast Corporation Yes☐ No☒ NBCUniversal Media, LLC Yes☐ No☒ As of June 30, 2019, the aggregate market value of the Comcast Corporation common stock held by non-affiliates of the registrant was $190.526 billion.Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date:As of December 31, 2019, there were 4,543,590,270 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.Not applicable for NBCUniversal Media, LLC.NBCUniversal Media, LLC meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K and is therefore filing this form with the reduced disclosureformat. DOCUMENTS INCORPORATED BY REFERENCEComcast Corporation – Part III – The registrant’s definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in June 2020.NBCUniversal Media, LLC – NONE Table of ContentsComcast Corporation2019 Annual Report on Form 10-KTable of ContentsPART IItem 1Business1Item 1ARisk Factors20Item 1BUnresolved Staff Comments27Item 2Properties27Item 3Legal Proceedings28Item 4Mine Safety Disclosures28 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29Item 6Selected Financial Data31Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7AQuantitative and Qualitative Disclosures About Market Risk59Item 8Comcast Corporation Financial Statements and Supplementary Data62Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9AControls and Procedures108Item 9BOther Information109 PART IIIItem 10Directors, Executive Officers and Corporate Governance110Item 11Executive Compensation111Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111Item 13Certain Relationships and Related Transactions, and Director Independence111Item 14Principal Accountant Fees and Services112 PART IVItem 15Exhibits and Financial Statement Schedules113Item 16Form 10-K Summary120Signatures121NBCUniversal Media, LLC Financial Statements and Supplementary Data123Explanatory NoteThis Annual Report on Form 10-K is a combined report being filed separately by Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC(“NBCUniversal”). Comcast owns all of the common equity interests in NBCUniversal, and NBCUniversal meets the conditions set forth in General InstructionI(1)(a), (b) and (d) of Form 10-K and is therefore filing its information within this Form 10-K with the reduced disclosure format. Each of Comcast andNBCUniversal is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as toinformation relating to the other company. Where information or an explanation is provided that is substantially the same for each company, such information orexplanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information andexplanation has been provided. In addition, separate consolidated financial statements for each company, along with notes to the consolidated financial statements,are included in this report.Table of ContentsUnless indicated otherwise, throughout this Annual Report on Form 10-K, we refer to Comcast and its consolidated subsidiaries, including NBCUniversal and itsconsolidated subsidiaries as “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” ComcastHoldings Corporation as “Comcast Holdings;” NBCUniversal, LLC as “NBCUniversal Holdings;” NBCUniversal Enterprise, Inc. as “NBCUniversal Enterprise;”and Sky Limited and its consolidated subsidiaries as “Sky.”This Annual Report on Form 10-K is for the year ended December 31, 2019. This Annual Report on Form 10-K modifies and supersedes documents filed before it.The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can discloseimportant information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Annual Report onForm 10-K. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Reporton Form 10-K.Our registered trademarks include Comcast, NBCUniversal and the Comcast and NBCUniversal logos. This Annual Report on Form 10-K also contains othertrademarks, service marks and trade names owned by us, as well as those owned by others. Table of ContentsPart IItem 1: BusinessWe are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We were incorporated under the laws ofPennsylvania in December 2001. Through our predecessors, we have developed, managed and operated cable systems since 1963. Through transactions in 2011and 2013, we acquired NBCUniversal, and in the fourth quarter of 2018, we acquired Sky.We present our operations for (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportablebusiness segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky inone reportable business segment.•Cable Communications: Consists of the operations of Comcast Cable, which is a leading provider of high-speed internet, video, voice, wireless, andsecurity and automation services to residential customers in the United States under the Xfinity brand; we also provide these and other services to businesscustomers and sell advertising.•Cable Networks: Consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content; ourregional sports and news networks; our international cable networks; our cable television studio production operations; and various digital properties.•Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast televisionstations, the NBC Universo national cable network, our broadcast television studio production operations, and various digital properties.•Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmedentertainment worldwide; our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.•Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, we aredeveloping a theme park in Beijing, China along with a consortium of Chinese state-owned companies, and an additional theme park in Orlando, Florida.•Sky: Consists of the operations of Sky, one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business,providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky Newsbroadcast network and Sky Sports networks.Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena inPhiladelphia, Pennsylvania, and other business initiatives, such as the development of Peacock, our direct-to-consumer streaming service that will featureNBCUniversal content.For financial and other information about our reportable business segments, refer to Item 7: Management’s Discussion and Analysis of Financial Condition andResults of Operations and Note 2 to each of Comcast’s and NBCUniversal’s consolidated financial statements included in this Annual Report on Form 10-K.Available Information and WebsitesComcast’s phone number is (215) 286-1700, and its principal executive offices are located at One Comcast Center, Philadelphia, PA 19103-2838. NBCUniversal’sphone number is (212) 664-4444, and its principal executive offices are located at 30 Rockefeller Plaza, New York, NY 10112-0015. Comcast andNBCUniversal’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed with orfurnished to the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on theSEC’s website at www.sec.gov and on Comcast’s website at www.comcastcorporation.com as soon as reasonably practicable after such reports are electronicallyfiled with the SEC. The information posted on our websites is not incorporated into our SEC filings.Comcast 2019 Annual Report on Form 10-K1 Table of ContentsDescription of Our BusinessesCable Communications SegmentCable Communications offers high-speed internet, video, voice, wireless, and security and automation services in the United States individually and as bundledservices at a discounted rate over its cable distribution system to residential and business customers. Revenue is generated primarily from residential and businesscustomers that subscribe to our services, which are marketed individually and as bundled services, and from the sale of advertising. Bundled service offerings aimto meet the needs of various segments of our customer base, ranging from high-speed internet services packaged with video or streaming services that include alimited number of channels, to a five-product bundle, consisting of high-speed internet, video, voice, wireless, and security and automation services. Subscriptionrates and related charges vary according to the services and features customers receive and the types of equipment they use, and customers are typically billed inadvance on a monthly basis. A portion of our residential customers are subject to minimum-term contracts for their cable services, which are typically 1 to 2 yearsin length. Substantially all business customers are initially under minimum-term contracts, which typically range from 2 to 5 years. Customers with minimum-termcontracts may only discontinue service in accordance with the terms of their contracts.As of December 31, 2019, Cable Communications had 31.5 million total customer relationships, including 29.1 million residential customer relationships and 2.4million business customer relationships, and passed more than 58 million homes and businesses. Homes and businesses are considered passed if we can connectthem to our cable distribution system without further extending the transmission lines and are estimated based on the best available information. As ofDecember 31, 2019, total customer relationships penetration of homes and businesses passed was 54%.The Areas We ServeThe map below highlights Cable Communications’ cable distribution footprint as of December 31, 2019 and the designated market areas (“DMAs”) where wehave 250,000 or more customer relationships, with the locations that are bolded representing one of the top 25 U.S. television DMAs as of December 31, 2019. 2Comcast 2019 Annual Report on Form 10-KTable of ContentsHigh-Speed InternetCable Communications offers high-speed internet services with downstream speeds that range up to 1 gigabit per second (“Gbps”) and fiber-based speeds thatrange up to 2 Gbps. These services include access to an online portal and mobile apps, which provide users with the ability to manage their home Wi-Fi network,email, an address book, calendars and online security features.Throughout its footprint, Cable Communications deploys wireless gateways to customers that combine an internet and voice modem with a Wi-Fi router to deliverreliable internet speeds and enhanced coverage through an in-and-out-of-home Wi-Fi network. Customers with wireless gateways may also personalize andmanage their Wi-Fi network remotely with the xFi branded whole-home application and online portal, which includes viewing and changing their Wi-Fi password,identifying which devices are connected to their in-home network, setting parental controls and schedules, advanced security, and other features. CableCommunications continues to expand its network of residential, outdoor and business Wi-Fi hotspots. Certain high-speed internet customers who do not subscribeto our video services also receive Flex, a streaming device with access to various programming and other third-party internet apps on their television.As of December 31, 2019, 26.4 million residential customers subscribed to our high-speed internet services.VideoCable Communications offers a broad variety of video services, primarily through our X1 platform, an Internet Protocol (“IP”) and cloud-enabled video platform.Video customers have access to hundreds of channels depending on the level of service, which typically range from limited basic service with access to between 20and 60 channels to full service with access to more than 300 channels. Video services generally include programming provided by national broadcast networks,local broadcast stations, and national and regional cable networks, as well as government and public access programming. Our video services also include access tovideo on demand services (“On Demand”) and an interactive, on-screen program guide. Our On Demand service provides video customers with access to hundredsof thousands of programming choices included in our library. Other content, primarily movies and special-events programming, such as sporting events andconcerts, can be rented or in some cases purchased to own digitally. Customers also receive high-definition (“HD”) video service that provides high-resolutionpicture quality, improved audio quality and a wide-screen format through an HD set-top box, and a broad selection of HD programming choices. Customers alsohave the option to subscribe to additional services, including a digital video recorder (“DVR”) service that allows customers to record and store programs and playthem at their convenience, including online and through our mobile app, and to pause and rewind live television. Additionally, customers may subscribe topremium networks that generally provide, without commercial interruption, movies, original programming, live and pre-recorded sporting events and concerts, andother features. We also offer video service packages that include extensive amounts of foreign-language programming and other specialty tiers of programming.We tailor our video services for particular programming preferences, demographics and geographic areas in accordance with applicable local and federalregulatory requirements.Through the X1 platform, customers have integrated search functionality, including the use of a voice-activated remote control, personalized recommendations andaccess to, and integration of, certain third-party internet apps, such as Netflix, Amazon Prime Video and YouTube. Additionally, a variety of music apps such asPandora are offered through X1.Customers have access to their video services through the Stream mobile app and an online portal that allow them to view certain live programming and OnDemand content and to browse program listings. Additionally, Cable Communications offers a streaming video service throughout our footprint that allows high-speed internet customers to purchase video services and stream live programming to a computer, tablet, smartphone or other device for a monthly fee.As of December 31, 2019, 20.3 million residential customers subscribed to our video services.VoiceCable Communications offers voice services using interconnected Voice over Internet Protocol (“VoIP”) technology. The services provide either unlimited orusage-based local and domestic long-distance calling and include options for international calling plans, voicemail, voicemail transcriptions, text messaging andvarious call features such as caller ID and call waiting. For customers with high-speed internet services, voice services also include the ability to access and managevoicemail, text messaging and other account features through an online portal or mobile apps.As of December 31, 2019, 9.9 million residential customers subscribed to our voice services.Comcast 2019 Annual Report on Form 10-K3 Table of ContentsWirelessCable Communications offers wireless phone services using mobile virtual network operator (“MVNO”) rights to provide the services over Verizon’s wirelessnetwork and our existing network of in-home and outdoor Wi-Fi hotspots. The services are currently offered only as part of our bundled service offerings toresidential customers that subscribe to high-speed internet service within our cable distribution footprint and may in the future also be offered to small businesscustomers on similar terms. Customers may choose to pay for services on an unlimited data plan or per gigabyte of data used. Customers have the ability to bringtheir own device or purchase handsets with the option to pay upfront or finance the purchase interest-free over 24 months.As of December 31, 2019, there were 2.1 million activated wireless lines that were subscribed to our wireless services. Individual customer relationships may havemultiple lines.Business ServicesCable Communications offers a variety of products and services to businesses. High-speed internet services provide downstream speeds that range up to 1 Gbpsand fiber-based speeds that range up to 10 Gbps. Our service offerings for small business locations primarily include high-speed internet services, as well as voiceand video services, that are similar to those provided to residential customers, as well as cloud-based cybersecurity services, wireless backup connectivity,advanced Wi-Fi solutions, video monitoring services and cloud-based services that provide file sharing, online backup and web conferencing, among otherfeatures. We also offer Ethernet network services that connect multiple locations and provide higher downstream and upstream speed options to medium-sizedcustomers and larger enterprises, as well as advanced voice services, along with video solutions that serve hotels and other large venues. In addition, we providecellular backhaul services to mobile network operators to help them manage their network bandwidth.Cable Communications has expanded its service offerings to include a software-defined networking product for medium-sized and enterprise customers. Largerenterprises may also receive support services related to Wi-Fi networks, router management, network security, business continuity risks and other services. Theseservice offerings are primarily provided to Fortune 1000 companies and other large enterprises with multiple locations both within and outside of CableCommunications’ cable distribution footprint, where we have agreements with other companies to use their networks to provide coverage outside of our serviceareas.AdvertisingAs part of Cable Communications’ distribution agreements with cable networks, we generally receive an allocation of scheduled advertising time that is soldthrough our advertising business to local, regional and national advertisers. In most cases, the available advertising units are sold by our sales force. In some cases,we work with representation firms as an extension of our sales force to sell a portion of the advertising units allocated to us. Cable Communications also representsthe advertising sales efforts of other multichannel video providers in some markets. In addition, we generate revenue from the sale of advertising on our digitalplatforms. We also provide technology, tools, data-driven services and marketplace solutions to customers in the media industry, which allow advertisers to moreeffectively engage with their target audiences.OtherCable Communications offers security and automation services that provide home monitoring services and the ability to manage other functions within the home,such as lighting and room temperature, through our online portal, mobile apps or the X1 platform. We also license our technology platforms to other multichannelvideo providers.As of December 31, 2019, 1.4 million residential customers subscribed to our security and automation services.TechnologyCable Communications’ cable distribution system uses a hybrid fiber-optic and coaxial cable network that we believe is sufficiently flexible and scalable to supportour future technology requirements. This network provides the two-way transmissions that are essential to providing high-speed internet services, interactive videoservices such as On Demand, voice services, and security and automation services.Cable Communications continues to focus on technology initiatives to design, develop and deploy next-generation media and content delivery platforms, such asthe X1 platform and related cloud DVR technology, and Flex, which use IP technology and our own cloud network servers to deliver video and advanced searchcapabilities, including through a voice-activated remote control, and that provide access to certain third-party internet apps.Cable Communications continues to deploy 1 Gbps high-speed internet services that leverage DOCSIS 3.1 technology across its footprint and will continue toexpand the capacity of its DOCSIS 3.1 infrastructure, including the implementation of DOCSIS FDX that will enable multi-gigabit services to be launched throughour hybrid fiber-optic and coaxial cable network. 4Comcast 2019 Annual Report on Form 10-KTable of ContentsSources of SupplyCable Communications licenses software products for our high-speed internet services, such as email and security software, and content, such as news feeds for itsonline portal, from a variety of suppliers. Under these contracts with these suppliers, we generally pay on a fixed-fee basis, on a per subscriber basis in the case ofsoftware product licenses or on a video advertising revenue share basis in the case of content licenses.To offer video services, Cable Communications licenses a substantial portion of programming from cable and broadcast networks, as well as from local broadcasttelevision stations. We attempt to secure long-term programming distribution agreements with these programming providers. The fees associated with theseprogramming distribution agreements are generally based on the number of subscribers who are able to watch the programming and the platforms on which thecontent is provided. We seek to include in distribution agreements the rights to offer such programming through multiple delivery platforms, such as through ourOn Demand service, online portal, mobile apps and streaming services.For voice services, software products such as voicemail and text messaging are licensed from a variety of suppliers under multiyear contracts. The fees paid aregenerally based on the consumption of the related services.For wireless services, we have an MVNO agreement that allows us to offer services using Verizon’s wireless network.Cable Communications purchases from a limited number of suppliers a significant number of set-top boxes and certain other customer premise equipment,network equipment and services to provide services to residential and business customers.Cable Communications uses two primary vendors to provide customer billing for our residential and business customers.Customer and Technical ServicesCable Communications’ customer service call centers provide 24/7 call-answering capability, telemarketing and other services. Our technical services groupperforms various tasks, including installations, plant maintenance and upgrades to its cable distribution system.Sales and MarketingCable Communications offers services directly to residential and business customers through its customer service call centers, retail stores, customer servicecenters, websites, door-to-door selling, telemarketing, and third-party outlets, as well as through advertising via direct mail, television and the internet.Comcast 2019 Annual Report on Form 10-K5 Table of ContentsNBCUniversal SegmentsNBCUniversal is one of the world’s leading media and entertainment companies that develops, produces and distributes entertainment, news and information,sports, and other content for global audiences, and owns and operates theme parks worldwide.Cable NetworksCable Networks consists of a diversified portfolio of national cable networks that provide a variety of entertainment, news and information, and sports content;regional sports and news networks; international cable networks and cable television studio production operations. It also owns various digital properties, whichinclude brand-aligned websites.The table below presents a summary of NBCUniversal’s national cable networks and their advertising reach to U.S. households.Cable NetworkApproximate U.S.Households as ofDecember 31, 2019(in millions)(a)Description of ProgrammingUSA Network87General entertainmentE!84Entertainment and pop cultureSyfy84Imagination-based entertainmentBravo84Entertainment, culture and artsMSNBC83News, political commentary and informationCNBC82Business and financial newsNBC Sports Network80SportsOxygen70Crime, mystery and suspense for womenGolf Channel68Golf competition and golf entertainmentUniversal Kids54Children’s entertainmentThe Olympic Channel34Olympic sports events and Olympic-themed original contentCNBC World28Global financial reviews(a)Household data is based on The Nielsen Company’s December 2019 Household Universe Estimate report, except for the Olympic Channel, which is derived from information provided bySNL Kagan. The Nielsen report includes estimates based on subscribers to both traditional and certain virtual multichannel video providers. The Nielsen report is not based on informationprovided by us and is included solely to permit comparisons between our cable networks and those operated by our peers.Our regional sports and news networks together serve more than 26 million households across the United States, including in markets such asBaltimore/Washington, Boston, Chicago, Philadelphia, Portland, Sacramento and San Francisco.Revenue is generated primarily from the distribution and licensing of programming and from the sale of advertising on our networks and digital properties. Wemarket and distribute cable network programming in the United States and internationally to multichannel video providers, including both traditional providers oflinear programming and virtual providers who provide streaming services for linear programming. We also market and distribute cable network programming tosubscription video on demand services, such as those offered by Amazon, Hulu and Netflix. These distributors may provide the content on television, including viavideo on demand services, online and through mobile apps.Cable Networks produces owned programs or acquires the rights to programming from third parties, including sports programming rights that are discussed belowunder the heading “Broadcast Television.” NBCUniversal’s cable television studio production operations identify, develop and produce original content for ourown cable networks and third parties. We license owned content to cable and broadcast networks and subscription video on demand services. We also sell ownedcontent on standard-definition DVDs and Blu-ray discs (together, “DVDs”) and through digital distribution services such as iTunes. We anticipate that our cabletelevision studio production operations will also produce content for and license content to Peacock.Broadcast TelevisionBroadcast Television operates the NBC and Telemundo broadcast networks, which together reach viewers and advertisers in all 50 states, as well as our ownedNBC and Telemundo local broadcast television stations, the NBC Universo national cable network, broadcast television studio production operations, and variousdigital properties, which primarily include brand-aligned websites. Revenue is generated primarily from the sale of advertising on our networks and digitalproperties, from the licensing of programming, and from the fees received under retransmission consent agreements and associated fees received from NBC-affiliated and Telemundo-affiliated local broadcast television stations. 6Comcast 2019 Annual Report on Form 10-KTable of ContentsNBC NetworkThe NBC network distributes entertainment, news and sports programming that reaches viewers in virtually all U.S. television households through more than 200affiliated stations across the United States, including NBCUniversal’s 11 owned NBC-affiliated local broadcast television stations. The NBC network’sprogramming library consists of rights of varying nature to more than 100,000 episodes of popular television content, including current and classic titles,unscripted programming, sports, news, long-form and short-form programming, and locally produced programming from around the world.The NBC network produces owned programs or acquires the rights to programming from third parties. NBCUniversal has various contractual commitments for thelicensing of rights to multiyear programming, primarily sports programming. The most significant sports programming commitments include the U.S. broadcastrights for the summer and winter Olympic Games through 2032 and agreements with the NFL to produce and broadcast a specified number of regular season andplayoff games, including Sunday Night Football through the 2022-23 season and the Super Bowl in 2022. We also have U.S. broadcast rights to a specifiednumber of NHL games through the 2020-21 season, English Premier League soccer through the 2021-22 season, certain NASCAR events through 2024 andcertain PGA TOUR and other golf events through 2030. NBCUniversal’s sports programming agreements also include the rights to distribute content on ournational cable networks, including the NBC Sports Network and Golf Channel, and regional sports networks, and online, including through mobile apps.The broadcast television studio production operations develop and produce original content, including scripted and unscripted programming series and talk shows.This original content is licensed to broadcast networks, cable networks and local broadcast television stations owned by NBCUniversal and third parties, as well asto subscription video on demand services, and it is sold on DVDs and through digital distribution services both in the United States and internationally. Thebroadcast television studio production operations also produce first-run syndicated shows for local markets that are broadcast on local broadcast television stationsin the United States on a market-by-market basis. We currently distribute some of our television programs after their initial broadcast, as well as older televisionprograms from the library, to local broadcast television stations and cable networks in the off-network syndication market. We anticipate that our broadcasttelevision studio production operations will also produce content for and license content to Peacock.NBC Local Broadcast Television StationsAs of December 31, 2019, NBCUniversal owned and operated 11 NBC-affiliated local broadcast television stations, including stations in 8 of the top 10 generalmarkets, that collectively reached approximately 31 million U.S. television households and represent approximately 29% of U.S. television households. In additionto broadcasting the NBC network’s national programming, our local broadcast television stations produce news, sports, public affairs and other programming thataddresses local needs and acquire syndicated programming from other sources.TelemundoTelemundo is a leading Hispanic media company that produces, acquires and distributes Spanish-language content in the United States and internationally.Telemundo’s operations include the Telemundo network, 30 owned local broadcast television stations and the NBC Universo national cable network.The Telemundo network is a leading Spanish-language broadcast network featuring original telenovelas, movies, news, specials and sporting events. Telemundodevelops original programming primarily through its production studio and also acquires the rights to programming from third parties. We hold the Spanish-language U.S. broadcast rights to FIFA World Cup soccer through 2026.Telemundo Local Broadcast Television StationsAs of December 31, 2019, Telemundo owned 30 local broadcast television stations affiliated with the Telemundo network, including an independent televisionstation in Puerto Rico and stations in 19 of the top 20 U.S. Hispanic markets, which collectively reached approximately 72% of U.S. Hispanic televisionhouseholds as of December 31, 2019.Filmed EntertainmentFilmed Entertainment primarily produces, acquires, markets and distributes filmed entertainment worldwide. It also includes Fandango, a movie ticketing andentertainment business, our consumer products business and our live stage production business. We also distribute filmed entertainment produced by third parties.Filmed Entertainment produces content both alone and jointly with other studios or production companies, as well as with other entities. NBCUniversal’s films areproduced primarily under the Universal Pictures, Illumination, DreamWorks Animation and Focus Features names. Films are marketed and distributed worldwideprimarily through NBCUniversal’s own marketing and distribution operations. Filmed Entertainment also acquires distribution rights to films produced by others,which may be limited to particular geographic regions, specific forms of media or certain periods of time. Filmed Entertainment’s content includes theatricalfilms, direct-to-video movies and a film library, which is comprised of more than 5,000 movies in a variety of genres.Comcast 2019 Annual Report on Form 10-K7 Table of ContentsFilmed Entertainment has entered into, and may continue to enter into, film cofinancing arrangements with third parties, including both studio and nonstudioentities, to jointly finance or distribute certain of our film productions. These arrangements can take various forms, but in most cases involve the grant of aneconomic interest in a film to an investor. Investors generally assume the full risks and rewards of ownership proportionate to their ownership in the film.The majority of our produced and acquired films are initially distributed for exhibition in movie theaters. After their release in movie theaters, we sell and licensefilms through various methods. We distribute films globally by selling them on DVDs to retail stores and rental kiosks, and through digital distribution servicesand video on demand services provided by multichannel video providers, including the Cable Communications and Sky segments. We also license films, includingselections from the film library, to cable, broadcast and premium networks, to subscription video on demand services, and to video on demand and pay-per-viewservices. The number of films licensed through subscription video on demand services is increasing as consumers continue to seek additional ways to view theFilmed Entertainment’s content. We anticipate that our film studios will also produce content for and license content to Peacock.Theme ParksTheme Parks consists primarily of Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. Universal Orlando includes two themeparks, Universal Studios Florida and Universal’s Islands of Adventure, and our water park, Volcano Bay, and we are building an additional theme park namedUniversal’s Epic Universe. Universal Orlando also includes Universal CityWalk Orlando, a dining, retail and entertainment complex, and features on-site themedhotels in which we own a noncontrolling interest. The Universal theme park in Hollywood, California consists primarily of Universal Studios Hollywood, as wellas Universal CityWalk Hollywood. The Universal theme park in Osaka, Japan consists primarily of Universal Studios Japan. NBCUniversal is also developing atheme park in Beijing, China along with a consortium of Chinese state-owned companies. In addition, Theme Parks licenses the right to use the Universal Studiosbrand name and other intellectual property, and also provides other services, to third parties that own and operate the Universal Studios Singapore theme park onSentosa Island, Singapore.Revenue is generated primarily from guest spending at Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. Theme Parks licensesthe right to use a substantial amount of intellectual property from third parties for its themed elements in rides, attractions and merchandising.Sky SegmentSky is one of Europe’s leading entertainment companies operating in seven territories, including three of the four largest pay television markets in Western Europe:the United Kingdom (“U.K.”), Italy and Germany. The majority of revenue is derived from Sky’s direct-to-consumer business, which has 24.0 million retailcustomers, and primarily involves the distribution of a wide array of video channels to both residential and business customers. Sky owns a diverse portfolio of paytelevision channels that offer entertainment, news, sports and movies, which are included in Sky’s subscription video services and are also licensed throughvarious distribution partnerships to third-party video providers that reach an additional 3.9 million households. Sky also provides high-speed internet, voice andwireless phone services in select countries. Sky’s video, high-speed internet, voice and wireless phone services may be purchased individually or in bundles.VideoSky’s video services include a direct-to-home (“DTH”) video service delivered through a combination of both satellite transmission and broadband connection andmarketed under the Sky brand in the U.K., Ireland, Italy, Germany and Austria. Sky also offers an over the top (“OTT”) video service providing video content overthe internet which is marketed as a distinct brand in these countries, as well as in Spain and Switzerland.Sky’s DTH video service is sold directly to customers in packages that include a diverse selection of Sky’s owned entertainment and sports channels, channelsowned by third parties and local free-to-air public broadcasting channels. In addition to live-linear content, Sky’s platform also provides access to On Demand andcurrent and prior season libraries for certain television shows. Sky’s service offerings are tailored by country, with separate packages offered in each market. Basicpackages include up to approximately 98 pay television channels in the U.K. and Ireland, approximately 72 channels in Italy, and approximately 28 channels inGermany and Austria. Specialty tiers for children’s, sports, movie and HD programming are available for additional fees. Sky’s services also have pay-per-viewprogramming for certain live sporting events and allow customers, as well as those without a subscription, to buy or rent programming for a fee.Sky’s DTH video service is primarily distributed to customers through a set-top box video platform, including through Sky Q, which is Sky’s next-generationvideo platform. Customers have the ability to record several shows at once, to download content and recordings to watch offline on compatible devices, and forSky Q households, to pause programming in one room and continue 8Comcast 2019 Annual Report on Form 10-KTable of Contentswatching in another. Sky Q customers are offered personalized content recommendations and the use of a voice activated remote control, as well as integratedaccess to content from other providers such as Netflix, Spotify, Vevo and YouTube.Sky’s OTT video service offers packages for purchase ranging from daily, weekly or monthly access to entertainment, sports, movies and children’s programming.The entertainment package includes Sky’s owned entertainment channels and a broad range of On Demand programming series. The sports package providesaccess to Sky’s owned sports channels and the movie package includes access to a library of films, including 40 or more new films per month. The children’spackage includes thousands of hours of child-friendly on demand programming.Other than those who subscribe to Sky’s OTT video service, customers generally are required to subscribe for an initial contractual term of at least 1 year and mayonly discontinue service in accordance with the terms of their contracts. Subscription rates and related charges vary according to the services and featurescustomers receive and the types of equipment they use, and customers are typically billed in advance on a monthly basis.Television ChannelsSky’s owned entertainment channels include Sky One, Sky Arts and Sky Atlantic in the U.K. and Ireland; Sky Atlantic, Sky Uno and Sky Arte in Italy; and SkyAtlantic and Sky 1 in Germany and Austria. Sky also owns premium sports channels under the Sky Sports brand and premium movie channels under the SkyCinema brand, including family and children’s movie channels. Sky also broadcasts several Sky branded free-to-air channels, including Sky News in the U.K. andIreland, Sky TG24 in Italy and Sky Sport News in Germany.Sky acquires the rights to programming for owned channels from third parties, in some cases on an exclusive basis. Sky has various contractual commitments forthe licensing of rights to multiyear programming, primarily sports programming and exclusive entertainment programming. Our most significant sportsprogramming commitments include the U.K. broadcast rights for English Premier League soccer games through 2022; German broadcast rights to Bundesliga andUnion des Associations Européennes de Football Champions League (“UCL”) through 2021; and Italian broadcast rights to UCL and Lega NazionaleProfessionisti Serie A through 2021. Our most significant entertainment programming commitments include exclusive rights with HBO, Showtime, Warner Bros.,NBCUniversal and The Walt Disney Company (“Disney”). Sky is also increasingly creating and investing in original scripted content that is broadcast across all ofits territories and sold to other markets and we anticipate that our Sky studio production operations will also produce content for and license content to Peacock.In addition to including owned channels as part of its video services, Sky distributes some of its owned channels on third-party platforms through both wholesalearrangements and arrangements with partners who distribute Sky’s owned channels as agents to their respective customer bases. Additionally, Sky licenses ownedand acquired programming to third-party video providers.AdvertisingSky sells advertising and sponsorships across its owned television channels and where it represents the sales efforts of third-party channels. Sky also sells targetedadvertising and generates revenue from online and mobile advertising and advertising across its On Demand services.Other ServicesSky offers high-speed internet and voice services in the U.K. and Ireland. Sky offers fiber-to-the-cabinet, standard copper digital subscriber line (“DSL”)broadband and fiber-to-the-home (“FTTH”) services, with download speeds up to 150 megabits per second in the U.K. and up to 1 Gbps in Ireland. In the U.K.,Sky uses a combination of its own core fiber network and wholesaling arrangements over third-party telecommunication providers’ networks as the core networkand also accesses the “last mile” network from third-party network operators for a fee to provide its services to customers. In Italy, Sky offers video service withhigh-speed internet and phone services through co-marketing agreements with several Italian broadband and telecommunications providers, and plans to launchFTTH services using Open Fiber to provide high-speed internet access and voice services in 2020. Sky offers wireless phone services to customers in the U.K.using a combination of its own core fiber network and an arrangement to access network assets from Telefónica.Technology and Sources of SupplyFor a majority of customers, Sky’s DTH video platform is delivered via one-way digital satellite transmission for the distribution of linear television channels,augmented by a set-top box with local DVR storage and high speed two-way broadband connectivity to provide access to a broad range of On Demand and otherservices. The Sky platform also incorporates Wi-Fi connectivity for in-home distribution enabling wireless multi-room consumption, and Sky has also developed arange of back-end and client software applications that provide customers with access to its content across multiple third-party devices and On Demand in and outof the home. Sky’s OTT video service is delivered via the internet.Comcast 2019 Annual Report on Form 10-K9 Table of ContentsSky relies on various telecommunications providers to deliver video, high-speed internet, voice and wireless phone services to its customers. For example, Skyrelies on satellites leased from third parties to provide most of its video services. In addition, pursuant to the current regulatory regime in the U.K. and Italy, Sky isable to access networks owned by third-party telecommunication providers for a fee to provide its high-speed internet and voice services in most cases, onregulated terms.To offer video services, in addition to its owned channels, Sky licenses programming from third-party programming providers that operate television channels. Skyattempts to secure long-term programming distribution agreements with these programming providers. The fees associated with these programming distributionagreements are generally based on the number of customers who are able to watch the programming and the platforms on which Sky provides the content. Skyseeks to include in distribution agreements the rights to offer such programming through multiple delivery platforms, such as through On Demand services, mobileapps and streaming services.Customer and Home ServicesSky’s customer service operations are increasingly a digital first offering. The home service group performs various tasks, including installing, servicing andperforming upgrades of customer premise equipment.Sales and MarketingSky offers direct-to-consumer services to retail customers through customer service call centers, websites, telemarketing, a limited number of retail outlets, as wellas through advertising via direct mail, television and the internet.Corporate and OtherOur other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena inPhiladelphia, Pennsylvania, and other business initiatives, such as the development of Peacock.CompetitionAll of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies thatprovide a broad range of communications products and services, and entertainment, news and information content to consumers. Technological changes are furtherintensifying and complicating the competitive landscape and challenging existing business models. In particular, consumers are increasingly turning to onlinesources for viewing and purchasing content, which has and likely will continue to reduce the number of our video customers and subscribers to our cable networkseven as it makes high-speed internet services more important to consumers. In addition, the increasing number of entertainment choices available to consumers hasintensified audience fragmentation and disaggregated the way that content traditionally has been viewed by consumers. This increase has caused and likely willcontinue to cause audience ratings declines at our programming channels.Cable Communications SegmentCompetition for Cable Communications’ services consists primarily of phone companies with fiber-based networks and direct broadcast satellite (“DBS”)providers that typically offer features, pricing and packaging for services comparable to ours.High-Speed InternetCable Communications competes with a number of companies offering internet services, including:•wireline phone companies and other providers of wireline internet service•wireless phone companies and other providers of wireless internet service•municipal broadband networks and powercompanies•satellite broadband providersPhone companies such as AT&T, CenturyLink, Frontier and Verizon have built and are continuing to build fiber-based network infrastructure farther into theirnetworks, which allows them to provide data transmission speeds that exceed those that can be provided with traditional DSL technology, and are offering thesehigher-speed services in many of our service areas. Certain companies that offer DSL service have increased data transmission speeds, lowered prices or createdbundled services to compete with our high-speed internet services. 10Comcast 2019 Annual Report on Form 10-KTable of ContentsCertain other companies have launched FTTH networks that provide high-speed internet services in a limited number of areas in which we operate, and certainmunicipalities in our service areas are also building fiber-based networks.Various wireless companies are offering internet services using a variety of network types, including 3G and 4G, and recently 5G which is currently available inlimited locations, wireless broadband services and Wi-Fi networks. These networks work with devices such as smartphones, laptops, tablets and mobile and fixedwireless routers, as well as wireless data cards. A growing number of commercial venues, such as retail malls, restaurants and airports, also offer Wi-Fi service.Numerous local governments are also considering or actively pursuing publicly subsidized Wi-Fi and other internet access networks. The availability of thesewireless offerings could negatively impact the demand for our high-speed internet services.VideoCable Communications competes with a number of different sources in the United States that provide news, sports, information and entertainment programming toconsumers, including:•DBS providers, including AT&T’s DIRECTV and DISH Network, that transmit satellite signals to substantially all U.S. households to provide videoprogramming and other information similar to our video services•phone companies, including AT&T and Verizon, that have built and continue to build fiber-based networks that provide services similar to ours, whichoverlap a substantial portion of our service areas, and that in some cases provide bundled offerings that include wireless phone services•OTT service providers including:◦virtual multichannel video providers who offer streaming services for linear programming that generally involve smaller packages ofprogramming networks at prices lower than our traditional video service package offerings◦subscription video on demand services, such as those offered by Amazon, Apple, Disney, Hulu and Netflix, that offer online services anddevices that enable internet streaming and downloading of movies, television shows and other video programming◦traditional television and film programmers, networks and media companies that provide content directly toconsumers•other providers that build and operate wireline communications systems in the same communities that we serve, including those operating as franchisedcable operators•satellite master antenna television systems that offer to their subscribers both improved reception of local broadcast television stations and much of theprogramming offered by our cable systems and generally serve multiple dwelling units (“MDUs”), office complexes and residential developments•other companies, such as local broadcast television stations, that provide multiple channels of free over-the-air programming, as well as video rentalservices and home entertainment and gaming productsMany of these competitors also have significant financial resources and have further intensified competition through mergers and acquisitions.VoiceCable Communications competes with wireline and wireless phone companies, including incumbent local exchange carriers (“ILECs”) and competitive localexchange carriers (“CLECs”), and other internet-based and VoIP service providers. Certain phone companies, such as the ILECs AT&T and Verizon, havelongstanding customer relationships, and extensive existing facilities and network rights-of-way. A few CLECs also have existing local networks and significantfinancial resources. In addition, we are increasingly competing with other phone service providers as customers replace traditional wireline phone services withwireless and internet-based phone services, such as Skype.WirelessCable Communications competes with national wireless phone service providers in the United States, including AT&T and Verizon, which offer wireless serviceon both a standalone basis or along with other services as bundled offerings, as well as regional providers of wireless communications services.Comcast 2019 Annual Report on Form 10-K11 Table of ContentsBusiness ServicesCable Communications primarily competes with a variety of phone companies, including ILECs and CLECs and wide area network managed service providers.These companies either operate their own network infrastructure or use all or part of another carrier’s network. We also compete with satellite operators who offervideo services to businesses and VoIP companies that target businesses of all sizes. Our video monitoring services compete with companies that provide videosurveillance services that use both traditional and cloud-based/digital solutions.NBCUniversal SegmentsCable Networks and Broadcast TelevisionNBCUniversal’s cable networks, broadcast networks and owned local broadcast television stations compete for viewers’ attention and audience share with allforms of programming provided to viewers, including cable, broadcast and premium networks; OTT service providers; local broadcast television stations; homeentertainment products; pay-per-view and video on demand services; online activities, such as social networking and viewing user-generated content; gamingproducts; and other forms of entertainment, news and information.NBCUniversal’s cable networks, broadcast networks and owned local broadcast television stations compete for the acquisition of programming and for on-air andcreative talent with other cable and broadcast networks, OTT service providers, and local television stations. The market for programming is very competitive,particularly for sports programming, where the cost for such programming is significant.NBCUniversal’s cable networks compete with other cable networks and programming providers for carriage of their programming by multichannel videoproviders and OTT service providers. Our broadcast networks compete with the other broadcast networks in markets across the United States to secure affiliationswith independently owned television stations, which are necessary to ensure the effective distribution of broadcast network programming to a nationwide audience.In addition, NBCUniversal’s cable television and broadcast television studio production operations compete with other production companies and creators ofcontent for the acquisition of story properties, for creative, performing and technical personnel, and for distribution of, and consumer interest in, their content.Filmed EntertainmentFilmed Entertainment competes for audiences for films and other entertainment content with other major studios and independent film producers, as well as withalternative forms of entertainment. The competitive position of Filmed Entertainment primarily depends on the number of films produced, their distribution andmarketing success, and consumer response. Filmed Entertainment also competes to obtain creative, performing and technical talent, including writers, actors,directors and producers, as well as scripts for films. We also compete with the other major studios and other producers of entertainment content for the exhibitionof films in theaters and the distribution of films on premium networks, and with OTT service providers.Theme ParksTheme Parks competes with other multi-park entertainment companies as well as other providers of entertainment, lodging, tourism and recreational activities. Tohelp maintain the competitiveness of our theme parks, we have invested and continue to invest significant amounts in existing and new theme park attractions,hotels and infrastructure, including the new theme parks in Beijing, China and Orlando, Florida.Sky SegmentSky competes with a broad range of companies engaged in media, entertainment and communications services in Europe, including cable operators, providers ofboth paid-for and free-to-air programming, service providers making use of new fiber optic networks, other satellite television providers, digital terrestrialtelevision providers, telecommunications providers, other internet service providers, content aggregators, home entertainment products companies, companiesdeveloping new technologies and devices, and other suppliers and providers of news, information, sports and entertainment that deliver streaming, downloadingand other online video services. Sky’s competitive position may be negatively impacted by an increase in the capacity of, or developments in, the means ofdelivery competitors use to provide their services as well as lowered prices, product innovations, new technologies or different value creation approaches. Sky alsocompetes with organizations that are publicly funded, in whole or in part, to fulfill a public service broadcasting mandate.Sky’s owned channels compete for the acquisition of programming content with a wide range of providers, particularly for sports programming, where the cost forsuch programming is significant. 12Comcast 2019 Annual Report on Form 10-KTable of ContentsAdvertisingCable Communications, Cable Networks, Broadcast Television and Sky compete for the sale of advertising with other television networks and stations, as well aswith all other advertising platforms, such as digital, radio and print media. The willingness of advertisers to purchase advertising from us may be adverselyaffected by lower audience ratings at the related networks, stations or channels. Declines in audience ratings can be caused by increased competition for the leisuretime of viewers and by audience fragmentation resulting from the increasing number of entertainment choices available, including content from OTT serviceproviders, online media and other digital sources. In addition, advertising revenue is adversely affected by the growing use of technologies, such as DVRs andvideo on demand services, which give consumers greater flexibility to watch programming on a time-delayed or on-demand basis or to fast-forward or skipadvertisements within programming.Seasonality and CyclicalityEach of our businesses is subject to seasonal and cyclical variations. Cable Communications’ results are impacted by the seasonal nature of residential customersreceiving our services in college and vacation markets. This generally results in fewer net customer relationship additions in the second quarter of each year.Revenue and operating costs and expenses (comprised of total costs and expenses, excluding depreciation and amortization expense and other operating gains) arecyclical as a result of our periodic broadcasts of major sporting events, such as the Olympic Games, which affect Cable Networks and Broadcast Television, andthe Super Bowl, which affects Broadcast Television. In particular, advertising revenue increases due to increased demand for advertising time for these events anddistribution revenue increases in the period of broadcasts of the Olympic Games. Operating costs and expenses also increase as a result of our production costs forthese broadcasts and the amortization of the related rights fees.Revenue in Cable Communications, Cable Networks, Broadcast Television and Sky is also subject to cyclical advertising patterns and changes in viewershiplevels. Advertising revenue in the U.S. is generally higher in the second and fourth quarters of each year and in even-numbered years due to increases in consumeradvertising in the spring and in the period leading up to and including the holiday season and advertising related to candidates running for political office andissue-oriented advertising, respectively. Revenue in Cable Networks and Broadcast Television fluctuates depending on the timing of when our programming isaired, which typically results in higher advertising revenue in the second and fourth quarters of each year. Revenue at Sky has seasonally higher audience levels inwinter months and increased competition during major sporting events where public service broadcasters lease the rights, such as the Olympic Games and the FIFAWorld CupTM.Revenue in Filmed Entertainment fluctuates due to the timing, nature and number of films released in movie theaters, on DVDs, and through various otherdistribution platforms. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods. As a result, revenuetends to be seasonal, with increases experienced each year during the summer months and around the holiday season. Content licensing revenue in CableNetworks, Broadcast Television and Filmed Entertainment also fluctuates due to the timing of when our content is made available to licensees.Revenue in Theme Parks fluctuates with changes in theme park attendance that result from the seasonal nature of vacation travel and weather variations, localentertainment offerings and the opening of new attractions, as well as with changes in currency exchange rates. Theme Parks generally experiences peakattendance during the spring holiday period, the summer months when schools are closed and the Christmas holiday season.Sky results are impacted by the seasonal nature of residential customers receiving our DTH and OTT video services, including the start of the new soccer seasonsand the Christmas holiday. This generally results in greater net customer relationship additions and higher subscriber acquisition costs in the second half of eachyear due to higher marketing expenses.Exclusive sports rights, such as local European and UCL soccer, Formula 1, and English cricket, play a key role within Sky’s wider content strategy. In Europe,broadcasting rights for major sports are usually tendered through a competitive auction process, with the winning bidder or bidders acquiring rights over a three tofive-year period. This creates some level of cyclicality for Sky, although the staggered timing of major sports rights auctions usually gives Sky time to react to anymaterial changes in the competitive dynamics of the prevailing market. Certain of Sky’s significant sports rights agreements require payments at the start of eachseason, resulting in increases in sports rights payments in the third and fourth quarter of each year.Comcast 2019 Annual Report on Form 10-K13 Table of ContentsLegislation and RegulationThe Communications Act of 1934, as amended (the “Communications Act”), and Federal Communications Commission (“FCC”) regulations and policies affectsignificant aspects of our businesses that operate in the United States. These businesses are also subject to other regulation by federal, state and local authoritiesand to agreements we enter into with local cable franchising authorities. In addition, our international businesses are subject to the laws and the jurisdiction of theforeign regulatory authorities where they operate.Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules or regulations, orinterpretations of existing statutes, rules or regulations, or prescribe new ones, any of which may significantly affect our businesses. These legislators andregulators have been active in considering rulemakings and legislation, at times looking to adopt regulatory approaches from different countries that may be moreburdensome, and they, along with some state attorneys general and foreign governmental authorities, have also been active in conducting inquiries and reviews,regarding our services. In addition, regulators and the courts could adopt new interpretations of existing competition laws as new competition law theories emerge.Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses, some of which maybe significant. The U.S. Congress may consider proposals to address communications issues, including whether it should rewrite the entire Communications Act toaccount for changes in the communications marketplace, whether it should enact new, permanent open internet requirements, and whether it should fund newbroadband infrastructure. We are unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on ourbusinesses.The following paragraphs summarize the significant legal and regulatory requirements affecting our businesses, although reference should be made to theCommunications Act, FCC regulations and other legislation and regulations for further information.Cable Communications SegmentHigh-Speed InternetWe provide high-speed internet services to our customers. Many of these services are subject to a number of regulatory obligations or commitments describedbelow. As an internet service provider (“ISP”), we are also subject to a requirement to implement certain network capabilities to assist law enforcement inconducting surveillance of persons suspected of criminal activity. From time to time, the FCC considers imposing new regulatory obligations on ISPs. In addition,states and localities may consider new broadband-related regulations, including those regarding government-owned broadband networks. New broadbandregulations, if adopted, may have adverse effects on our businesses.Open Internet RegulationsIn 2017, the FCC reversed its prior classification of broadband internet access service as a Title II telecommunications service under the Communications Act andclassified it as an “information service” under Title I. In addition, it eliminated its prior rules prohibiting ISPs from blocking access to lawful content; impairing ordegrading lawful internet traffic on the basis of content, applications or services (“throttling”); prioritizing certain internet traffic in exchange for consideration(“paid prioritization”); and generally prohibiting ISPs from unreasonably interfering with or unreasonably disadvantaging consumers’ ability to access and use thelawful internet content, applications, services or devices of their choosing or unreasonably interfering with or disadvantaging edge providers’ ability to make lawfulcontent, applications, services or devices available to consumers (“general conduct”). The FCC stated that jurisdiction to regulate ISP conduct would rest at theFederal Trade Commission (“FTC”). In addition, the FCC revised the transparency rule to add a requirement that ISPs disclose any blocking and throttlingpractices, and any paid or affiliated prioritization practices associated with their broadband offerings. We have disclosed that we do not block, throttle, or engage inaffiliated or paid prioritization, and have committed not to block, throttle, or discriminate against lawful content. The FTC has authority to enforce these publiccommitments, and the FCC has authority to enforce compliance with its transparency rule.The FCC’s 2017 decision was challenged, and in 2019, the U.S. Court of Appeals for the District of Columbia largely upheld the FCC’s decision, including theclassification of broadband as a Title I information service and repeal of its prior rules. However, it vacated the FCC’s express preemption of all state OpenInternet laws, but noted that state laws may nevertheless be preempted on a case-by-case basis if those regulations conflict with federal law or policy. Parties havesought further review of the court’s opinion.Several states have passed or introduced legislation, or have adopted executive orders, that impose Open Internet requirements in a variety of ways, and new statelegislation may be introduced and adopted in the future. Certain of these state initiatives have been challenged in court, and additional challenges may be filed.Such attempts by the states to regulate have the potential to create a patchwork of differing and/or conflicting state regulations. Congress may also considerlegislation addressing these regulations 14Comcast 2019 Annual Report on Form 10-KTable of Contentsand the regulatory framework for broadband internet access services. We cannot predict whether or how the rules might be changed, the impact of potential newlegislation or the outcome of any litigation.Broadband Deployment/Infrastructure InitiativesIn 2018, the FCC adopted rules aimed at removing barriers to the deployment of broadband infrastructure, including the preemption of certain state and local lawsor regulations that may unreasonably impede the deployment of wireless broadband networks. These orders are being challenged in federal court, and we cannotpredict the outcome of the litigation. If the orders are upheld, some of these reforms may create regulatory imbalances that favor wireless services over wirelinebroadband services like our own. The FCC is currently considering additional measures that could result in further preemption of state and local laws orregulations as part of its broader efforts to accelerate wireless broadband infrastructure deployment. We cannot predict whether or how any FCC rules might bechanged, how state or local laws or regulations may be impacted, or how such changes may affect our business.VideoProgram CarriageFCC regulations prohibit us from unreasonably restraining the ability of an unaffiliated video programming network to compete fairly by discriminating against thenetwork on the basis of its non-affiliation in the selection, terms or conditions for its carriage. In addition, cable operators and other multichannel videoprogramming distributors (“MVPDs”) in the United States are prohibited from requiring as a condition of carriage a financial interest in, or exclusive distributionrights for, a video programming network. We have been involved in program carriage disputes at the FCC, and increasingly in the courts, and may be subject tonew complaints in the future.Must-Carry/Retransmission ConsentCable operators are required to carry, without compensation, programming transmitted by most local commercial and noncommercial broadcast television stations.As an alternative to this “must-carry” requirement, local broadcast television stations may choose to negotiate with the cable operator for “retransmission consent,”under which the station gives up its must-carry rights and instead seeks to negotiate a carriage agreement with the cable operator, which frequently will involvepayments to the station. We currently pay certain local broadcast television stations in exchange for their required consent for the retransmission of the stations’broadcast programming to our video services customers and expect to continue to be subject to demands for increased payments and other concessions from localbroadcast television stations. Failure to reach a retransmission consent agreement with a broadcaster could result in the loss of popular programming on our videoservices. For information on must-carry and retransmission consent issues relating to our broadcast television business, see “NBCUniversal Segments - BroadcastTelevision” below and refer to the “Must-Carry/Retransmission Consent” discussion within that section.Pricing and PackagingWhile the vast majority of our video services, including equipment and installation fees, are no longer subject to rate regulation by the FCC, certain state entitiesmonitor and challenge the marketing and advertising of our services, and some have attempted to regulate the service packages we offer. We cannot predict theoutcome of any current litigation with state entities or whether other states may pursue similar actions.FranchisingCable operators generally operate their cable systems under nonexclusive franchises granted by local or state franchising authorities. While the terms andconditions of franchises vary materially from jurisdiction to jurisdiction, franchises typically last for a fixed term, obligate the franchisee to pay franchise fees andmeet service quality, customer service and other requirements, and are terminable if the franchisee fails to comply with material provisions. Franchising authoritiesalso may require adequate channel capacity, facilities and financial support for public, educational and governmental access programming, and other in-kindcontributions. The Communications Act also contains provisions governing the franchising process, including renewal procedures designed to protect incumbentfranchisees against arbitrary denials of renewal, including unreasonable renewal conditions. We believe that our franchise renewal prospects are generallyfavorable but cannot guarantee the future renewal of any individual franchise. The FCC adopted an order in 2019 that prohibits state and local authorities fromimposing duplicative franchise and/or fee requirements on the provision of broadband and other non-cable services over franchised cable systems, and ruling thatin-kind contributions are treated as franchise fees subject to the statutory cap on franchise fees of 5% of cable service revenue unless those contributions areexpressly excluded by statute. The order has been appealed, and we cannot predict the outcome of this litigation.VoiceWe provide voice services using VoIP technology. The FCC has adopted a number of regulations for providers of nontraditional voice services such as ours,including regulations relating to privacy of customer proprietary network information, local number portability duties and benefits, disability access, E911, lawenforcement assistance, outage reporting, Universal Service FundComcast 2019 Annual Report on Form 10-K15 Table of Contentscontribution obligations, rural call completion, customer equipment back-up power, service discontinuance and certain regulatory filing requirements. The FCChas not yet ruled on whether VoIP services such as ours should be classified as an “information service” or a “telecommunications service” under theCommunications Act. The classification determination is important because telecommunications services are regulated more extensively than information services.One federal court of appeals has held that VoIP is an information service and preempted state regulation of VoIP, but that ruling is limited to the seven stateslocated in that circuit. State regulatory commissions and legislatures in other jurisdictions may continue to consider imposing regulatory requirements on our voiceservices as long as the regulatory classification of VoIP remains unsettled at the federal level.WirelessIn 2017, we began offering a wireless voice and data service. We offer this service using our MVNO rights to provide the service over Verizon’s wireless network.MVNOs are subject to many of the same FCC regulations as facilities-based wireless carriers (e.g., E911 services, local number portability, etc.), as well as certainstate or local regulations. The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile broadband providers in thefuture, which could adversely affect our wireless phone service offering or our business generally.NBCUniversal SegmentsCable NetworksProgram AccessThe Communications Act and FCC regulations generally prevent cable networks affiliated with cable operators from favoring cable operators over competingMVPDs. The FCC and Congress have considered proposals that would require companies that own multiple cable networks to make each of their networksavailable individually when negotiating distribution agreements with MVPDs and potentially with online video distributors; Maine has enacted a law mandatingretail a la carte distribution by cable operators that, if upheld by the courts, may have similar effects. We currently offer our cable networks both on a bundled basisand, when requested, individually. We have been involved in program access disputes at the FCC and may be subject to new complaints in the future.Children’s ProgrammingUnder federal regulations, the amount of commercial content that may be shown on cable networks, broadcast networks and broadcast television stations duringprogramming originally produced and broadcast primarily for an audience of children 12 years of age and under is limited, and certain television stationprogramming must serve the educational and informational needs of children 16 years of age and under.Broadcast TelevisionLicensingLocal broadcast television stations may be operated only in accordance with a license issued by the FCC upon a finding that the grant of the license will serve thepublic interest, convenience and necessity. The FCC grants broadcast television station licenses for specific periods of time, which may be renewed with orwithout conditions. The FCC renewed all of our broadcast television station licenses without conditions during the last license renewal cycle; the next televisionlicense renewal cycle begins in 2020. Although our licenses have been renewed, there can be no assurance that we will always obtain renewal grants.Ownership RestrictionsThe Communications Act and FCC regulations impose certain limitations on local and national television ownership, as well as limits on foreign ownership in abroadcast television station. In addition, each of the four major broadcast television networks - ABC, CBS, Fox and NBC - is prohibited from being undercommon ownership or control with another of the four.Must Carry/Retransmission ConsentEvery three years, each commercial television station must elect for each cable system in its DMA either must carry or retransmission consent. A similarregulatory scheme applies to satellite providers. For the current three-year period, which commenced on January 1, 2018, all of our owned NBC broadcasttelevision stations and our owned Telemundo broadcast television stations elected retransmission consent. The next three-year period will commence on January 1,2021, with elections to be made by October 1, 2020.Filmed EntertainmentOur filmed entertainment business is subject to “trade practice laws” in effect in 25 states and Puerto Rico relating to theatrical distribution of motion pictures. Incountries outside the United States, a variety of existing or contemplated laws and regulations 16Comcast 2019 Annual Report on Form 10-KTable of Contentsmay affect our ability to distribute and license motion picture and television products, as well as consumer merchandise products. The ability of countries to denymarket access or refuse national treatment to products originating outside their territories is regulated under various international agreements.Theme ParksOur theme parks are subject to various regulations in the United States and internationally, including laws and regulations regarding environmental protection,privacy and data protection, consumer product safety and theme park operations, such as health, sanitation, safety and fire standards, as well as liquor licenses.Sky SegmentSky is subject to regulation primarily under Austrian, German, Irish, Italian, U.K. and European Union (“EU”) law, including telecommunications and media-specific regulation described below, as well as regulation under generally applicable laws, such as competition, consumer protection, data protection and taxation.Sky is currently, and may be in the future, subject to proceedings or investigations from regulatory and antitrust authorities in the jurisdictions in which it operates.In addition, in connection with our acquisition of Sky, we have made certain legally binding commitments with respect to Sky’s operations, including for example,to maintain annual funding for Sky News in an amount no lower than Sky News’ 2017 fiscal year expenditures, as adjusted by inflation, until 2029.Platform ServicesIn the U.K., Sky is required to ensure that agreements to provide its electronic program guide (“EPG”) and conditional access (“CA”) services to otherprogramming providers are on fair, reasonable, and non-discriminatory terms, among other things, so that those providers’ content is available on Sky’s satelliteplatform via the EPG on Sky’s set-top boxes. Sky also has voluntarily committed to the U.K.’s communications regulator, the Office of Communications, orOfcom, to provide access control services to third parties that enable them to provide interactive services. Sky is subject to similar EPG and CA obligations inGermany.Television ChannelsSky holds a number of licenses and authorizations for its portfolio of pay TV channels. In the U.K., Sky is subject to various codes issued by Ofcom affecting thecontent and delivery of these channels. Sky also holds various nationwide broadcast licenses in Germany, Italy and Austria, and must comply with rules andregulations covering issues such as the acquisition and exploitation of sports rights, media concentration and plurality, television advertising, the protection ofchildren, accessibility, airtime for commercials and teleshopping, sponsorship, and ensuring clear distinctions between program content and advertising.High-Speed Internet and VoiceSky provides broadband and voice services in the U.K. and Ireland pursuant to wholesale distribution agreements that third-party broadband andtelecommunications companies either make available commercially or are required to make available under applicable laws in those jurisdictions. Materialchanges to these regulations could affect Sky’s business. Sky is also subject to EU open internet regulations, which prohibit the blocking, throttling, ordiscrimination of online content, applications, and services and require ISPs to disclose their traffic management, throughput limitations and other practicesimpacting quality of service in customer contracts.Other Areas of RegulationIntellectual PropertyCopyright, trademark, unfair competition, patent, trade secret and other proprietary-rights laws of the United States and other countries help protect our intellectualproperty rights. In particular, unauthorized copying, distribution, and piracy of programming and films over the internet, through devices, software and websites,and through counterfeit DVDs, and other platforms, interfere with the market for copyrighted works and present challenges for NBCUniversal’s and Sky’s contentbusinesses. We have actively engaged in the enforcement of our intellectual property rights and likely will continue to expend substantial resources to protect ourcontent. Although many legal protections exist to combat such practices, the extent of copyright protection is ambiguous and the use of technological protectionsare controversial. Modifications to existing laws, a weakening of these protections or their enforcement, or a failure of existing laws, in the United States orinternationally, to adapt to new technologies could have an adverse effect on our ability to license and sell our programming.U.S. copyright laws also require that our video distribution business contribute a percentage of revenue to a federal copyright royalty pool in exchange forretransmitting copyrighted material in broadcast signals under a cable compulsory license and that we pay standard industry licensing fees for the publicperformance of music in the programs we create or distribute. The compulsoryComcast 2019 Annual Report on Form 10-K17 Table of Contentscopyright license and the royalties we pay are subject to audits and possible regulatory and legislative changes that could impact the royalty fees we pay and ourability to retransmit broadcast signals over cable systems. In addition, the landscape for music licensing is constantly changing, and music fees we pay are subjectto new fee demands and negotiations. We cannot predict how changes to the compulsory copyright license and music licensing will impact the fees that we pay.Privacy and Data Security RegulationOur businesses are subject to federal, state and other foreign laws and regulations that impose various restrictions and obligations related to privacy and thehandling of consumers’ personal information. In the U.S., the Communications Act generally restricts cable operators’ nonconsensual collection and disclosure tothird parties of cable customers’ personally identifiable information, except for rendering service, conducting legitimate business activities related to the service,and responding to legal requests. We are also subject to various state and federal regulations that provide privacy protections for customer proprietary networkinformation related to our voice services.The FTC generally exercises oversight of consumer privacy protections using its enforcement authority over unfair and deceptive acts or practices. We are alsosubject to stringent data security and data retention requirements that apply to website operators and online services directed to children 12 years of age and under,or that knowingly collect or post personal information from children 12 years of age and under.In addition, certain states have enacted detailed laws establishing consumer privacy protections and data security requirements in their respective states. Forexample, the California Consumer Privacy Act (“CCPA”) gives California residents new rights to receive certain disclosures regarding the collection, use, andsharing of “Personal Information,” as well as rights to access, delete, and restrict the sale of certain personal information collected about them. The CCPA wentinto effect on January 1, 2020, and compliance with that law will increase the cost of providing our services in California. More generally, the FTC and stateattorneys general regularly initiate efforts to update or enforce transparency requirements about the collection and use of consumer information, which may requireongoing review of new and rapidly evolving technologies and methods for delivering content and advertising to ensure that appropriate notice is given toconsumers and consent is obtained where required. Additionally, all 50 states have security breach notification laws that generally require a business to give noticeto consumers and government agencies when certain information has been disclosed to an unauthorized party due to a security breach.Certain of our businesses are subject to the EU’s General Data Protection Regulation (“GDPR”), which broadly regulates the processing of personal data collectedfrom individuals in the EU. GDPR, and the Member States’ legislation implementing the GDPR affect our ability to process certain personal data.Privacy and data security legislation remained a priority issue in 2019. Attempts by state and local governments to regulate consumer privacy have the potential tocreate a patchwork of differing and/or conflicting state regulations. Additionally, there are pending federal legislative proposals that, if enacted, could create newconsumer privacy protections or impose new requirements on entities that collect and use consumer personal information, including us. We cannot predict whethersuch legislation will be enacted at the federal or state level and, if so, the impact of any such laws on our business.FCC 5G Spectrum Proceedings and Other Wireless Laws and RegulationsIn multiple regulatory proceedings, the FCC has established or is in the process of evaluating and potentially modifying its rules to make available additionalspectrum that will likely be used for new 5G services. Cable Communications and NBCUniversal use some of this spectrum to provide our services and there is arisk that certain proposed rule changes could affect our ability to use such spectrum and could disrupt certain operations. We cannot predict what rules orlegislation, if any, will ultimately be adopted or how any such changes would affect our businesses.State and Local TaxesSome states and localities have imposed or are considering imposing, through both legislative and administrative channels, new or additional taxes or fees on, orlimiting or eliminating incentives or credits earned or monetized by, the businesses operated by our Cable Communications and NBCUniversal segments, orimposing adverse methodologies by which taxes, fees, incentives or credits are computed, earned or monetized. These include combined reporting or otherchanges to general business taxes, central assessments for property tax and taxes and fees on the businesses operated or services provided by our CableCommunications and NBCUniversal segments. In some situations, DBS providers and other competitors that deliver their services over a high-speed internetconnection do not face the same state tax and fee burdens. Congress has also considered, and may consider again, proposals to bar or limit states from imposingtaxes on these DBS providers or other competitors that are equivalent to the taxes or fees that we pay. The Internet Tax Freedom Act (“ITFA”), which prohibitsmost states and localities from imposing sales and other taxes on our internet access charges, was made permanent by 2016 legislation; however, some jurisdictionsmay challenge the ITFA or the application of the ITFA to our business, or may assert that certain taxes akin to right-of-way fees are not preempted by the ITFA. 18Comcast 2019 Annual Report on Form 10-KTable of ContentsU.K. Exit from the European UnionThe telecommunications and media regulatory framework applicable to Sky and NBCUniversal’s businesses in the U.K. and the EU may be subject to greateruncertainty upon the U.K.’s withdrawal from the EU. We cannot predict the extent of any potential changes to the regulatory framework involving U.K. and EUregulation of telecommunications and media, or changes to certain mutual recognition arrangements for media and broadcasting.Other RegulationsU.S. states and localities, and various regulatory authorities actively regulate other aspects of our businesses, including accessibility to our video and voice servicesand broadcast television programming for people with disabilities, customer service standards, inside wiring, cable equipment, pole attachments, universal servicefees, public safety, telemarketing, leased access, indecency, loudness of commercial advertisements, advertising, political broadcasting, Emergency Alert System,equal employment opportunity and other employment-related laws, environmental-related matters, regulatory fees and technical standards relating to the operationof cable systems and television stations. In addition, our international businesses are subject to various international regulations, including those that covertelevision broadcasting, programming and advertising. We are occasionally subject to enforcement actions and investigations at the FCC and other federal, stateand local agencies, as well as foreign governments and regulatory authorities, which can result in us having to pay fines or being subject to other sanctions.EmployeesAs of December 31, 2019, we had approximately 190,000 full-time and part-time employees calculated on a full-time equivalent basis. Of these employees,approximately 88,000, 66,000 and 34,000 were associated with Cable Communications, NBCUniversal and Sky, respectively. We also use freelance andtemporary employees in the normal course of our business.Caution Concerning Forward-Looking StatementsThe SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informedinvestment decisions. In this Annual Report on Form 10-K, we state our beliefs of future events and of our future financial performance. In some cases, you canidentify these so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “believes,” “estimates,” “potential,” or “continue,” orthe negative of these words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, youshould consider various factors, including the risks and uncertainties listed in “Risk Factors” and in other reports we file with the SEC.Additionally, we operate in a highly competitive, consumer-driven and rapidly changing environment. This environment is affected by government regulation;economic, strategic, political and social conditions; consumer response to new and existing products and services; technological developments; and, particularly inview of new technologies, the ability to develop and protect intellectual property rights. Our actual results could differ materially from our forward-lookingstatements as a result of any of such factors, which could adversely affect our businesses, results of operations or financial condition. We undertake no obligationto update any forward-looking statements.Comcast 2019 Annual Report on Form 10-K19 Table of ContentsItem 1A: Risk FactorsOur businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if we do notcompete effectively.All of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies thatprovide a broad range of communications products and services and entertainment, news and information content to consumers. OTT service providers continue toproliferate, complicating the competitive landscape by influencing consumer behavior and challenging existing business models, which is discussed in more detailin the risk factor immediately below.For example:•Competition for Cable Communications’ video, high-speed internet and voice services consists primarily of phone companies with fiber-based networksand DBS providers that typically offer features, pricing and packaging for services comparable to ours. Sky faces competition for its video, high-speedinternet and voice services from cable and telecommunications providers in its European markets, many of which offer customers bundled services,which has increased competition. Increasingly, additional companies, some with significant financial resources or fewer regulatory burdens, haveentered, or are seeking to enter, the video distribution market by offering OTT streaming services or selling devices that aggregate viewing of variousOTT services. Many OTT service providers offer smaller packages of channels or subscriptions to access programming at price points lower than ourstandard packages or for free, which adversely affects demand for Cable Communications’ and Sky’s traditional DTH video services, including forexpanded video packages, premium networks, and DVR and On Demand services.•Cable Communications’ and Sky’s high-speed internet services compete primarily against phone companies with fiber-based networks offering speedsand pricing comparable to ours. Wireless internet services, such as 4G and 5G wireless broadband services, satellite-delivered internet services and Wi-Finetworks, and devices such as smartphones, tablets, wireless data cards, and mobile and fixed wireless routers that connect to such services, also maycompete with our high-speed internet services, particularly as wireless technology evolves. Some municipalities in the United States own and operatetheir own broadband networks and additional municipalities may do so in the future.•NBCUniversal and Sky face substantial and increasing competition from providers of similar types of content, as well as from other forms ofentertainment and recreational activities.•NBCUniversal and Sky must compete to obtain talent, content and other resources required to operate their businesses. This competition has intensified asOTT service providers seek to develop high-quality programming to attract viewers.For a more detailed description of the competition facing our businesses, see Item 1: Business and refer to the “Competition” discussion within that section.Consolidation of, or cooperation between, our competitors, including suppliers and distributors of content, may increase competition in all of these areas. Forexample, consolidation or cooperation between phone companies (which are also wireless distributors) and content providers may allow competitors to offer freeor lower cost streaming services, potentially on an exclusive basis, through unlimited data-usage plans for internet or wireless phone services.The ability of our businesses to compete effectively also depends on our perceived image and reputation among our various constituencies, including ourcustomers, consumers, advertisers, employees, investors and government authorities. Our ability to compete will be negatively affected if we do not provide ourcustomers with a satisfactory customer experience.While we continue to seek ways to enhance the value of our businesses, such as by growing high-speed internet services and business services and by investing innew theme parks and Peacock, there can be no assurance that we can execute on these and other initiatives in a manner sufficient to grow or maintain our revenueor operating margins or to compete successfully in the future. There can be no assurance that we will be able to compete effectively against existing or newcompetitors or that competition will not have an adverse effect on our businesses.Changes in consumer behavior driven by online video distribution platforms for viewing content continue to adversely affect our businesses and challengeexisting business models.Distribution platforms for viewing and purchasing content over the internet have been, and will likely continue to be, developed that further increase the number ofcompetitors that all our businesses face and challenge existing business models. These distribution platforms have driven, and will continue to drive, changes inconsumer behavior as consumers seek more control over when, where and how they consume content and access communications services, and how much theypay for such content. 20Comcast 2019 Annual Report on Form 10-KTable of ContentsConsumers are increasingly turning to online sources for viewing and purchasing content, which is reducing the number of Cable Communications’ videocustomers and subscribers to NBCUniversal’s cable networks even as it makes Cable Communications’ high-speed internet services more important to consumers.These changing consumer behaviors also are occurring in Europe, as more of Sky’s new video customers have recently subscribed, and may continue to subscribe,to Sky’s OTT video service instead of its traditional DTH video service. Although we have attempted to adapt our video service offerings and enhance our high-speed internet services for changing consumer behaviors, for example, by deploying the X1 and Sky Q platforms and Flex, which can more easily aggregate linearand OTT programming choices for our customers, the continuing trend of OTT service providers delivering their content directly to consumers over the internetrather than through, or in addition to, traditional video distribution services continues to disrupt traditional video distribution business models.The increase in OTT service providers also has significantly increased the number of entertainment choices available to consumers, which has intensified audiencefragmentation and disaggregated the way that content traditionally has been distributed and viewed by consumers. Time-shifting technologies, such as DVR andon demand services, also reduce the viewing of content through traditional and virtual multichannel video providers, which has caused and likely will continue tocause audience ratings declines for our programming channels. Reduced ratings may adversely affect the price and amount of advertising that advertisers arewilling to purchase from us and the amount that we receive for distribution of our content. In addition, as more programming providers offer their content directlyto consumers, they may reduce the quantity and quality of the programming they license to NBCUniversal or Sky’s programming channels.Our failure to effectively anticipate or adapt to emerging competitors or changes in consumer behavior, including among younger consumers, and shifting businessmodels could have an adverse effect on our competitive position, businesses and results of operations.A decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses.Cable Communications, NBCUniversal and Sky compete for the sale of advertising time with other television networks and stations, as well as with all otheradvertising platforms, such as digital media, radio and print. We derive substantial revenue from the sale of advertising, and a decline in expenditures byadvertisers, including through traditional linear television distribution models, could negatively impact our results of operations. Declines can be caused by theeconomic prospects of specific advertisers or industries, increased competition for the leisure time of viewers, such as from social media and video games,audience fragmentation, increased viewing of content through OTT service providers, regulatory intervention regarding where and when advertising may beplaced, or economic conditions generally. In addition, advertisers have increasingly shifted their expenditures to digital media and their willingness to purchaseadvertising from us may be adversely affected by lower audience ratings, which many of NBCUniversal’s networks and some of Sky’s television channels haveexperienced and likely will continue to experience. Advertising sales and rates also are dependent on the methodology used for audience measurement and couldbe negatively affected if methodologies do not accurately reflect actual viewership levels. For example, certain methods of viewing content, such as through OTTservices or delayed viewing through DVR or on demand services, might not be counted in audience measurements or may generate less, if any, revenue thantraditional linear television distribution methods, which could have an adverse effect on our advertising revenue.Our businesses depend on keeping pace with technological developments.Our success is, to a large extent, dependent on our ability to acquire, develop, adopt and leverage new and existing technologies, and our competitors’ use ofcertain types of technology and equipment may provide them with a competitive advantage. For example, current and new wireless internet technologies such as4G and 5G wireless broadband services continue to evolve rapidly to allow for greater speed and reliability, and some companies and municipalities are buildingadvanced fiber-based networks that provide very fast internet access speeds. We expect other advances in communications technology to occur in the future. If wechoose technology or equipment that is not as effective or attractive to consumers as that employed by our competitors, if we fail to employ technologies desiredby consumers before our competitors do so, or if we fail to execute effectively on our technology initiatives, our businesses and results of operations could beadversely affected. We also will continue to incur additional costs as we execute our technology initiatives, such as the deployment of Flex and Sky Q set-topboxes and wireless gateways. There can be no assurance that we can execute on these and other initiatives in a manner sufficient to grow or maintain our revenueor to compete successfully in the future. We also may generate less revenue or incur increased costs if changes in our competitors’ product offerings require thatwe offer certain services or enhancements at a lower or no cost to our customers or that we increase our research and development expenditures.Comcast 2019 Annual Report on Form 10-K21 Table of ContentsWe are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses.In the United States, federal, state and local governments extensively regulate the high-speed internet, video and voice services industries. Our broadcast televisionbusiness is also highly regulated by U.S. laws and regulations. NBCUniversal’s other businesses are also subject to various other laws and regulations at theinternational, federal, state and local levels. Sky’s business is subject to various telecommunications and media-specific regulations where it operates. The FCC,FTC and certain state attorneys general and foreign governmental authorities also have been active in conducting inquiries and reviews regarding our services, andthis trend likely will continue. In addition, regulators and the courts could adopt new interpretations of existing competition laws as new competition law theoriesemerge. Failure to comply with the laws and regulations applicable to our businesses could result in administrative enforcement actions, fines, and civil andcriminal liability.Legislators and regulators at all levels of government, including foreign authorities, frequently consider changing, and sometimes do change, existing statutes,rules or regulations, or interpretations of existing statues, rules or regulations, or prescribe new ones, any of which may address communications and other issuesthat could significantly affect our businesses. These legislators and regulators have been active in considering legislation and rulemakings regarding our services, attimes looking to adopt regulatory approaches from different countries that may be more burdensome. For example, some states have passed or introducedlegislation or executive orders that impose various open internet and data privacy requirements. Such attempts by the states to regulate portions of our businesseshave the potential to create a patchwork of differing and/or conflicting state regulations. These requirements and any future legislative, judicial, regulatory oradministrative actions may increase our costs or impose additional restrictions on our businesses, some of which may be significant. We are unable to predict theoutcome or effects of any of these potential actions or any other legislative or regulatory proposals on our businesses. Any changes to the legal and regulatoryframework applicable to any of our services or businesses could have an adverse impact on our businesses and results of operations. For a more extensivediscussion of the significant risks associated with the regulation of our businesses, see Item 1: Business and refer to the “Legislation and Regulation” discussionwithin that section.Programming expenses for our video services are increasing, which could adversely affect Cable Communications’ and Sky’s video businesses.We expect programming expenses for our video services to continue to be the largest single expense item for our Cable Communications and Sky segments and toincrease for the foreseeable future. Our programming expenses may also increase as we add programming to our video services or distribute existing programmingto more of our customers or through additional delivery platforms, such as on demand or streaming services. Additionally, Cable Communications pays certainlocal broadcast television stations in exchange for their required consent for the retransmission of broadcast network programming to video services customers; weexpect to continue to be subject to increasing demands for payment and other concessions from local broadcast television stations. These market factors may beexacerbated by increased consolidation in the media industry, which may further increase our programming expenses. If we are unable to raise our customers’ ratesor offset programming cost increases through the sale of additional services or cost management initiatives, the increasing cost of programming could have anadverse effect on our Cable Communications and Sky segments’ results of operations.Moreover, as our contracts with content providers expire, there can be no assurance that they will be renewed on acceptable terms, if renewed at all, in which casewe may be unable to provide such content as part of Cable Communications’ or Sky’s video services, and our businesses and results of operations could beadversely affected.NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their content failsto achieve sufficient consumer acceptance or the costs to create or acquire content increase.NBCUniversal and Sky create and acquire media and entertainment content, the success of which depends substantially on consumer tastes and preferences thatchange in often unpredictable ways. The success of these businesses depends on our ability to consistently create, acquire, market and distribute televisionprogramming, filmed entertainment, theme park attractions and other content that meet the changing preferences of the broad domestic and international consumermarkets. We have invested, and will continue to invest, substantial amounts in our content, including in the production of original content at NBCUniversal andSky, in our films and for new theme parks and theme park attractions, before learning the extent to which they will earn consumer acceptance. We also areincurring significant costs to develop Peacock, and there can be no assurance that consumers and advertisers will embrace this offering.NBCUniversal and Sky also obtain a significant portion of their content from third parties, such as movie studios, television production companies, sportsorganizations and other suppliers, sometimes on an exclusive basis. Competition for popular content, particularly for sports programming, is intense, and we mayhave to increase the price we are willing to pay or be outbid by our competitors for popular content. We also may be unable to license popular third-party contentfor NBCUniversal’s and Sky’s 22Comcast 2019 Annual Report on Form 10-KTable of Contentsprogramming channels if media companies launch successful OTT services for their owned content such that they forgo license fees from us and only providetheir content directly to consumers.Entering into or renewing contracts for such programming rights or acquiring additional rights may result in significantly increased costs. Particularly with respectto long-term contracts for sports programming rights for NBCUniversal and Sky, our results of operations and cash flows over the term of a contract depend on anumber of factors, including the strength of the advertising market, audience size, the timing and amount of rights payments, and the ability of NBCUniversal tosecure distribution from, impose surcharges on, or obtain carriage on multichannel video providers. There can be no assurance that revenue from these contractswill exceed our costs for the rights, as well as the other costs of producing and distributing the programming. If our content does not achieve sufficient consumeracceptance, or if we cannot obtain or retain rights to popular content on acceptable terms, or at all, NBCUniversal’s and Sky’s businesses may be adverselyaffected.The loss of programming distribution and licensing agreements, or the renewal of these agreements on less favorable terms, could adversely affect ourbusinesses.NBCUniversal’s cable networks depend on their ability to secure and maintain distribution agreements with traditional and virtual multichannel video providers.The number of subscribers to NBCUniversal’s cable networks has been, and likely will continue to be, reduced as a result of fewer subscribers to multichannelvideo providers. Sky also depends on its ability to secure and maintain wholesale distribution agreements for its television channels with multichannel videoproviders.Increasingly, NBCUniversal and Sky are entering into agreements to license their prior season and library content on other distribution platforms, including OTTservices. If this programming does not attract sufficient viewers, traditional and virtual multichannel video providers may not distribute NBCUniversal’s or Sky’sprogramming, and OTT services may not license programming NBCUniversal or Sky creates. In addition, we expect not to license certain popular content, and wemay decide not to license additional popular content that we own, to third parties so we may offer it exclusively through Peacock, which would result in foregonelicensing revenue.NBCUniversal’s broadcast television networks depend on their ability to secure and maintain network affiliation agreements with third-party local broadcasttelevision stations in the markets where it does not own the affiliated local broadcast television station. In addition, every three years, each of its owned localbroadcast television stations must elect, with respect to its retransmission by multichannel video providers within its DMA, either “must-carry” status, in which thedistributor’s carriage of the station is mandatory and does not generate any compensation for the local station, or “retransmission consent,” in which the stationgives up its right to mandatory carriage and instead seeks to negotiate the terms and conditions of carriage with the distributor, including the amount ofcompensation, if any, paid to the station by such distributor. For the current three-year period, which commenced on January 1, 2018, all of our owned NBCbroadcast television stations and our owned Telemundo broadcast television stations elected retransmission consent. However, certain illegal online entities maystream our broadcast television content online without our consent and without paying any compensation to us.There can be no assurance that any of these agreements will be entered into or renewed in the future on acceptable terms. The inability to enter into or renew theseagreements could reduce our revenues and the reach of our programming, which could adversely affect NBCUniversal’s and Sky’s businesses.Less favorable telecommunications access regulations, the loss of Sky’s transmission agreements with satellite or telecommunications providers or therenewal of these agreements on less favorable terms could adversely affect Sky’s businesses.Sky relies on various third-party telecommunications providers to deliver its video, high-speed internet, voice and wireless phone services to its customers. Forexample, Sky relies on satellites leased from third parties to provide most of its video services. In addition, pursuant to the current regulatory regimes in the U.K.and Italy, Sky is able to access networks owned by third-party telecommunications providers to offer its high-speed internet and phone services, in most cases, onregulated terms, including price. If there is a change in regulation in the U.K, Italy or other markets where Sky accesses networks owned by third-partytelecommunications providers, the regulated terms could become less favorable. Moreover, while Sky is able to receive wholesale fiber access on fair, reasonableand non-discriminatory terms, pricing terms are not regulated. As a result, if Sky is unable to enter into or renew its transmission agreements with satellite ortelecommunications operators on commercially reasonable terms or if these operators were to terminate their agreements, Sky may be unable to deliver some of itsservices to customers in one or more of the countries in which it operates, which would adversely affect Sky’s businesses and results of operations.We rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction ofsuch networks, systems, technologies or properties may disrupt our businesses.Network and information systems and other technologies, including those related to our network management, customer service operations, and programmingdelivery, and technology embedded in our products and services, are critical to our business activities.Comcast 2019 Annual Report on Form 10-K23 Table of ContentsCyber threats and attacks are directed at both known and newly discovered software and hardware vulnerabilities and are constantly evolving, which increases thedifficulty of detecting and successfully defending against them. Cyber threats and attacks can have cascading impacts that unfold with increasing speed acrossnetworks, information systems and other technologies. Network, information systems and technology-related events, including those caused by us, such as processbreakdowns, security architecture or design vulnerabilities, or by third parties, such as computer hackings, cyber attacks, computer viruses, worms or otherdestructive or disruptive software, denial of service attacks, malicious social engineering or other malicious activities, or power outages, natural disasters,infectious disease outbreaks, terrorist attacks or other similar events, could result in a degradation or disruption of our products and services, excessive call volumeto call centers, theft or misuse of our intellectual property or other assets, a reduction in demand for our theme parks, disruption of the security of our internalsystems and products and services or satellite transmission signals, the compromise of confidential or technical business information or damage to our equipment,data, properties and reputation. In addition, severe weather events such as hurricanes and wild fires have impacted our services, products and properties from timeto time in the past and will in the future. The occurrence of these events may result in large expenditures to repair or replace the damaged properties, products,services, networks or information systems to protect them from similar events in the future, and any such events could lead to litigation or otherwise have anadverse effect on our results of operations.In addition, we obtain certain confidential, proprietary and personal information about our customers, personnel and vendors, and in some cases provide thisinformation to third parties, in connection with our business. While we generally obtain assurances that these third parties will protect this information, there is arisk that this information may be compromised. Any security breaches, such as misappropriation, misuse, leakage, falsification or accidental release or loss ofinformation maintained in our third-party’s information technology systems, including customer, personnel and vendor data, could damage our reputation andrequire us to expend significant capital and other resources to remedy any such security breach, could lead to litigation or could cause regulators to impose fines orother remedies for failure to comply with relevant customer privacy rules.The risk of systems-related events and security breaches occurring continues to intensify in many of our businesses, and our businesses may be at adisproportionately heightened risk of these events occurring, due to the nature of our businesses and because we maintain certain information necessary to conductour business in digital form. In the ordinary course of our business, there are frequent attempts by third parties to cause such systems-related events and securitybreaches and to identify our security architecture or system design vulnerabilities. While we develop and maintain systems, and operate an extensive securityprogram, seeking to prevent systems-related events and security breaches from occurring, the development, maintenance and operation of these systems andprograms is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticatedand evolve rapidly. Despite our efforts to prevent these events and security breaches, we have experienced systems-related events and breaches in the past, andthere can be no assurance that they will not occur in the future or will not have an adverse effect on our businesses. Moreover, the amount and scope of insurancewe maintain against losses resulting from any such events or security breaches likely would not be sufficient to cover our losses or otherwise adequatelycompensate us for any disruptions to our business that may result, and the occurrence of any such events or security breaches could have an adverse effect on ourbusiness.Our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others.We rely on our intellectual property, such as patents, copyrights, trademarks and trade secrets, as well as licenses and other agreements with our vendors and otherthird parties, to use various technologies, conduct our operations and sell our products and services. Legal challenges to our intellectual property rights and claimsof intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on unfavorable terms, incur substantialmonetary liability, or be enjoined preliminarily or permanently from further use of the intellectual property in question, from importing into the United States orother jurisdictions in which we operate hardware that uses such intellectual property or from the continuation of our businesses as currently conducted. We mayneed to change our business practices if any of these events occur, which may limit our ability to compete effectively and could have an adverse effect on ourresults of operations. Even if we believe any such challenges or claims are without merit, they can be time-consuming and costly to defend and divertmanagement’s attention and resources away from our businesses. Moreover, if we are unable to obtain or continue to obtain licenses from our vendors and otherthird parties on reasonable terms, our businesses could be adversely affected.In addition, intellectual property constitutes a significant part of the value of NBCUniversal’s and Sky’s businesses, and their success is highly dependent onprotecting the intellectual property rights of the content they create or acquire against third-party misappropriation, reproduction or infringement. The unauthorizedreproduction, distribution or display of copyrighted material negatively affects our ability to generate revenue from the legitimate sale of our content, as well asfrom the sale of advertising in connection with our content, and increases our costs due to our active enforcement of our intellectual property rights.Piracy and other unauthorized uses of content are made easier, and the enforcement of intellectual property rights more challenging, by technological advances thatallow the conversion of programming, films and other content into digital formats, which facilitates 24Comcast 2019 Annual Report on Form 10-KTable of Contentsthe creation, transmission and sharing of high-quality unauthorized copies. In particular, piracy of programming and films through unauthorized distributionplatforms continues to present challenges for NBCUniversal’s cable networks, broadcast television and filmed entertainment businesses. It also presents similarchallenges for Sky’s businesses, including as a result of illegal retransmission of sports events. While piracy is a challenge in the United States, it is particularlyprevalent in many parts of the world that lack developed copyright laws, effective enforcement of copyright laws and technical protective measures like those ineffect in the United States. If any U.S. or international laws intended to combat piracy and protect intellectual property rights are repealed or weakened or are notadequately enforced, or if the legal system fails to adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights, the value ofour intellectual property may be negatively impacted and our costs of enforcing our rights may increase.We may be unable to obtain necessary hardware, software and operational support.We depend on third-party vendors to supply us with a significant amount of the hardware, software and operational support necessary to provide certain of ourproducts and services. Some of these vendors represent our primary source of supply or grant us the right to incorporate their intellectual property into some of ourhardware and software products. While we actively monitor the operations and financial condition of key vendors in an attempt to detect any potential difficulties,there can be no assurance that we would timely identify any operating or financial difficulties associated with these vendors or that we could effectively mitigateour risks with respect to any such difficulties. If any of these vendors experience operating or financial difficulties, if our demand exceeds their capacity or if theybreach or terminate their agreements with us or are otherwise unable to meet our specifications or provide the equipment, products or services we need in a timelymanner (or at all), or at reasonable prices, our ability to provide some products or services may be adversely affected and we may incur additional costs.Weak economic conditions may have a negative impact on our businesses.A substantial portion of our revenue comes from customers whose spending patterns may be affected by prevailing economic conditions. Weak economicconditions in the United States or globally could adversely affect demand for any of our products and services and have a negative impact on our results ofoperations. For example, customers may reduce the level of services to which they subscribe, or may discontinue subscribing to one or more of CableCommunications’ or Sky’s services. This risk may be increased by the expanded availability of free or lower cost competitive services, such as OTT videoservices, or substitute services for high-speed internet and voice services, such as mobile phones and Wi-Fi networks. Weak economic conditions also negativelyimpact our advertising revenue, the performance of our films and home entertainment releases, and attendance and spending in our theme parks.Weak economic conditions and disruption in the global financial markets may also have an impact on the ability of third parties to satisfy their obligations to us orincrease our exposure to currency fluctuations in countries where we operate. In addition, in connection with our acquisition of Sky, we incurred and assumed asignificant amount of additional debt. If our businesses are negatively impacted by weak economic conditions, we may not be able to reduce the amount of ourdebt outstanding as quickly as expected. Further, a significant increase in interest rates or disruption in the global financial markets may affect our ability to obtainfinancing or to refinance existing debt on acceptable terms, if at all, and could increase the cost of our borrowings.Acquisitions and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated.From time to time, we make acquisitions and investments and may pursue other strategic initiatives, including our 2018 acquisition of Sky and the development ofPeacock and new theme parks. In connection with such acquisitions and strategic initiatives, we may incur significant or unanticipated expenses, fail to realizeanticipated benefits and synergies, have difficulty incorporating an acquired or new line of business, disrupt relationships with current and new employees,customers and vendors, incur significant debt, or have to delay or not proceed with announced transactions or initiatives. Additionally, federal regulatory agenciessuch as the FCC or DOJ or international regulators may impose restrictions on the operation of our businesses as a result of our seeking regulatory approvals forany significant acquisitions and strategic initiatives or may dissuade us from pursing certain transactions. The occurrence of any of these events could have anadverse effect on our business and results of operations.We face risks relating to doing business internationally that could adversely affect our businesses.We operate our businesses worldwide. There are risks inherent in doing business internationally, including global financial market turmoil; economic volatility andglobal economic slowdown; currency exchange rate fluctuations and inflationary pressures; the requirements of local laws and customs relating to the publicationand distribution of content and the display and sale of advertising; import or export restrictions, tariffs and trade regulations; difficulties in developing, staffing andmanaging foreign operations; issues related to occupational safety and adherence to diverse local labor laws and regulations; and potentially adverse taxdevelopments. Although we employ foreign currency derivative instruments to hedge certain exposure to foreign currency exchange rate risks, including theBritish pound and Euro, the use of such derivative instruments may not be sufficient to mitigate exchangeComcast 2019 Annual Report on Form 10-K25 Table of Contentsrate fluctuations. Sky’s businesses in particular are also subject to risks relating to uncertainties and effects of the U.K.’s withdrawal from the EU (referred to as“Brexit”), including financial, legal, tax and trade implications. In addition, doing business internationally subjects us to risks relating to political or social unrest,as well as corruption and government regulation, including U.S. laws such as the Foreign Corrupt Practices Act and the U.K. Bribery Act, that impose stringentrequirements on how we conduct our foreign operations. If any of these events occur or our conduct does not comply with such laws and regulations, ourbusinesses may be adversely affected.Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.We are subject from time to time to a number of lawsuits both in the United States and in foreign countries, including claims relating to competition, intellectualproperty rights (including patents), employment and labor matters, personal injury and property damage, customer privacy, regulatory requirements, advertising,marketing and selling practices, and credit and collection issues. Greater constraints on the use of arbitration to resolve certain of these disputes could adverselyaffect our business. We also spend substantial resources complying with various regulatory and government standards, including any related investigations andlitigation. We may incur significant expenses defending any such suit or government charge and may be required to pay amounts or otherwise change ouroperations in ways that could adversely impact our businesses, results of operations or financial condition.Labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses.Many of NBCUniversal’s employees, including writers, directors, actors, technical and production personnel and others, as well as some of our on-air and creativetalent employees, are covered by collective bargaining agreements or works councils. Most of NBCUniversal’s collective bargaining agreements are industry-wideagreements, and we may lack practical control over the negotiations and terms of the agreements. If we are unable to reach agreement with a labor union before theexpiration of a collective bargaining agreement, our employees who were covered by that agreement may have a right to strike or take other actions that couldadversely affect us, which could disrupt our operations and reduce our revenue, and the resolution of any disputes may increase our costs. There can be noassurance that we will renew our collective bargaining agreements as they expire or that we can renew them on favorable terms or without any work stoppages.In addition, our cable networks and broadcast television networks have programming rights agreements of varying scope and duration with various sportsorganizations to broadcast and produce sporting events, including certain NFL, NHL, NBA and MLB games. Labor disputes in these and other sports organizationscould have an adverse effect on our businesses.The loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses.We rely on certain key management personnel in the operation of our businesses. While we maintain long-term and emergency transition plans for keymanagement personnel and believe we could either identify internal candidates or attract outside candidates to fill any vacancy created by the loss of any keymanagement personnel, the loss of one or more of our key management personnel could have a negative impact on our businesses.In addition, NBCUniversal and Sky depend on the abilities and expertise of on-air and creative talent. If we fail to attract or retain on-air or creative talent, if thecosts to attract or retain such talent increase materially, if we need to make significant termination payments, or if these individuals cause negative publicity or losetheir current appeal, our businesses could be adversely affected.Our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairmanand CEO has considerable influence over our company through his beneficial ownership of our Class B common stock.Our Class B common stock has a non-dilutable 33 1/3% of the combined voting power of our Class A and Class B common stock. This non-dilutable voting poweris subject to proportional decrease to the extent the number of shares of Class B common stock is reduced below 9,444,375, which was the number of shares ofClass B common stock outstanding on the date of our 2002 acquisition of AT&T Corp.’s cable business, subject to adjustment in specified situations. Stockdividends payable on the Class B common stock in the form of Class B or Class A common stock do not decrease the non-dilutable voting power of the Class Bcommon stock. The Class B common stock also has separate approval rights over several potentially material transactions, even if they are approved by our Boardof Directors or by our other shareholders and even if they might be in the best interests of our other shareholders. These potentially material transactions includemergers or consolidations involving us, transactions (such as a sale of all or substantially all of our assets) or issuances of securities that require shareholderapproval, transactions that result in any person or group owning shares representing more than 10% of the combined voting power of the resulting or survivingcorporation, issuances of Class B common stock or securities exercisable or convertible into Class B common stock, and amendments to our articles ofincorporation or by-laws that would limit the rights of holders of our Class B common stock. Brian L. Roberts, our chairman and CEO, beneficially owns all of theoutstanding shares of our Class B common stock and, accordingly, 26Comcast 2019 Annual Report on Form 10-KTable of Contentshas considerable influence over our company and the potential ability to transfer effective control by selling the Class B common stock, which could be at apremium.Item 1B: Unresolved Staff CommentsNone.Item 2: PropertiesWe believe that substantially all of our physical assets were in good operating condition as of December 31, 2019. Our corporate headquarters and CableCommunications segment headquarters are located in Philadelphia, Pennsylvania at One Comcast Center. We own 80% interests in entities whose primary assetsare the Comcast Center and the Comcast Technology Center, which is adjacent to the Comcast Center and is a center for Cable Communications’ technology andengineering workforce, as well as the home of our NBCUniversal and Telemundo owned local broadcast stations in Philadelphia, Pennsylvania. Construction ofthe Comcast Technology Center was completed in 2019. We also have leases for numerous business offices, warehouses and properties throughout the UnitedStates that house divisional information technology operations.Cable Communications SegmentOur principal physical assets consist of operating plant and equipment, including cable system signal receiving, encoding and decoding devices, headends anddistribution networks. Our distribution network consists primarily of headends, content distribution servers, coaxial and fiber-optic cables, lasers, routers, switchesand related electronic equipment. Our cable plant and related equipment generally are connected to utility poles under pole rental agreements with local publicutilities, although in some areas the distribution cable is buried in underground ducts or trenches. The physical components of cable systems require periodicmaintenance and replacement.Our cable system signal reception sites, which consist primarily of antenna towers and headends, and our microwave facilities are located on owned and leasedparcels of land, and we own or lease space on the towers on which certain of our equipment is located. We own most of our service vehicles.Our high-speed internet network consists of fiber-optic cables owned or leased by us and related equipment. We also operate national and regional data centerswith equipment that is used to provide services, such as email and web services, to our high-speed internet and voice customers, as well as cloud services to ourvideo customers. In addition, we maintain network operations centers with equipment necessary to monitor and manage the status of our services and network.We own or lease buildings throughout the U.S. that contain customer service call centers, retail stores and customer service centers, warehouses and administrativespace. We also own a building that houses our digital media center. The digital media center contains equipment that we own or lease, including equipment relatedto network origination, video transmission via satellite and terrestrial fiber-optics, broadcast studios, post-production services and interactive television services.NBCUniversal SegmentsNBCUniversal’s corporate headquarters are located in New York, New York at 30 Rockefeller Plaza and include offices and studios, which are used byHeadquarters and Other and the Cable Networks and Broadcast Television segments. NBCUniversal owns substantially all of the space it occupies at 30Rockefeller Plaza. NBCUniversal also leases space in 10 Rockefeller Plaza which includes The Today Show studio, production facilities and offices used by theBroadcast Television segment. Telemundo’s leased headquarters and production facilities are located in Miami, Florida and are used by the Broadcast Televisionsegment and Headquarters and Other. The Universal City owned location in California includes offices, studios, and theme park and retail operations which areowned by NBCUniversal and used by all NBCUniversal segments. Our owned CNBC headquarters and production facilities and disaster recovery center arelocated in Englewood Cliffs, New Jersey and are used by the Cable Networks and Broadcast Televisions segments and Headquarters and Other. We also own orlease offices, studios, production facilities, screening rooms, retail operations, warehouse space, satellite transmission receiving facilities and data centers innumerous locations in the United States and around the world, including property for our owned local broadcast television stations. In addition, we own themeparks and own or lease related facilities in Orlando, Florida; Hollywood, California; and Osaka, Japan, which are used in the Theme Parks segment, and arecurrently constructing new theme parks in Beijing, China and Orlando, Florida.Comcast 2019 Annual Report on Form 10-K27 Table of ContentsSky SegmentSky’s principal physical assets consist of operating plant and equipment, including leased satellite system signal receiving, encoding and decoding devices, andowned and leased headends and distribution networks, including coaxial, fiber-optic cables and other related equipment. In the U.K., Sky uses a combination of itsown core fiber network and wholesaling arrangements over third-party telecommunication providers’ networks as the core network and also accesses the “lastmile” network from third-party network operators for a fee to provide its services to customers. The physical components of cable systems require periodicmaintenance and replacement.Sky’s corporate headquarters are located in Middlesex, U.K. Sky owns the space it occupies at Middlesex. Sky leases the Sky Deutschland headquarters located inUnterföhring, Germany and the Sky Italia headquarters located in Milan, Italy.Additionally, Sky owns and leases offices, production facilities and studios, broadcasting facilities, and customer support centers throughout Europe, including inthe U.K., Ireland, Germany, Italy and Austria.OtherThe Wells Fargo Center, a large, multipurpose arena in Philadelphia, Pennsylvania that we own was the principal physical operating asset of our other businessesas of December 31, 2019.Item 3: Legal ProceedingsRefer to Note 17 to Comcast’s consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recent developments related toour legal proceedings.NBCUniversal is subject to legal proceedings and claims that arise in the ordinary course of its business and it does not expect the final disposition of these mattersto have a material adverse effect on its results of operations, cash flows or financial condition, although any such matters could be time-consuming and costly andcould injure its reputation.Item 4: Mine Safety DisclosuresNot applicable. 28Comcast 2019 Annual Report on Form 10-KTable of ContentsPart IIItem 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity SecuritiesComcast’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol CMCSA. There is no established public trading market forComcast’s Class B common stock. The Class B common stock can be converted, on a share for share basis, into Class A common stock. Dividends Declared2019 2018Month Declared:Dividend Per Share Month Declared:Dividend Per ShareJanuary$0.21 January$0.19May$0.21 May$0.19July$0.21 July$0.19October (paid in January 2020)$0.21 October (paid in January 2019)$0.19Total$0.84 Total$0.76We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors. In January 2020, our Board ofDirectors approved a 10% increase in our dividend to $0.92 per share on an annualized basis.Holders of Class A common stock in the aggregate hold 662/3% of the voting power of our common stock. The number of votes that each share of Class Acommon stock has at any given time depends on the number of shares of Class A common stock and Class B common stock then outstanding, with each share ofClass B common stock having 15 votes per share. The Class B common stock represents 331/3% of the combined voting power of our common stock, whichpercentage is generally non-dilutable under the terms of our articles of incorporation. Mr. Brian L. Roberts beneficially owns all outstanding shares of Class Bcommon stock. Generally, including as to the election of directors, holders of Class A common stock and Class B common stock vote as one class except whereclass voting is required by law.Record holders as of December 31, 2019 are presented in the table below.Stock ClassRecordHoldersClass A Common Stock388,600Class B Common Stock3 There were no common stock repurchases during 2019. Effective January 1, 2017, our Board of Directors increased our share repurchase program authorization to$12 billion, which does not have an expiration date. As of December 31, 2019, $2 billion remained under our share repurchase program authorization. Commonstock repurchases referenced above exclude shares withheld upon the vesting or exercise of employee share-based awards to settle tax withholding obligations.Comcast 2019 Annual Report on Form 10-K29 Table of ContentsStock Performance GraphComcastThe following graph compares the annual percentage change in the cumulative total shareholder return on Comcast’s Class A common stock during the five yearsended December 31, 2019 with the cumulative total returns on the Standard & Poor’s 500 Stock Index and a select peer group consisting of us and other companiesengaged in the cable, communications and media industries. This peer group consists of our Class A common stock and the common stock of DISH NetworkCorporation (Class A), Charter Communications, Inc., AT&T Inc., Verizon Communications Inc., CenturyLink, Inc., T-Mobile US, Inc., and Sprint Corporation(the “transmission and distribution subgroup”); and The Walt Disney Company, ViacomCBS Inc. (Class B) (formerly CBS Corporation (Class B)), Viacom Inc.(Class B) (which is included through December 4, 2019 when it merged with CBS Corporation to form ViacomCBS Inc.), Twenty-First Century Fox, Inc. (ClassA) (which is included through March 21, 2019 when it merged with the Walt Disney Company) and Discovery, Inc. (Class A) (the “media subgroup”).The peer group is constructed as a composite peer group in which the transmission and distribution subgroup is weighted 66% and the media subgroup is weighted34% based on the respective revenue of our transmission and distribution and media businesses. The comparison assumes $100 was invested on December 31,2014 in our Class A common stock and in each of the following indices and assumes the reinvestment of dividends.Comparison of 5 Year Cumulative Total Return20152016201720182019Comcast Class A$99$124$145$127$170S&P 500 Stock Index$101$113$138$132$174Peer Group Index$102$127$133$123$161NBCUniversalNBCUniversal is a wholly owned subsidiary of NBCUniversal Holdings and there is no market for its equity securities. 30Comcast 2019 Annual Report on Form 10-KTable of ContentsItem 6: Selected Financial DataComcastYear ended December 31 (in millions, except per share data)2019(c)2018(c)2017(d)20162015Statement of Income DataRevenue$108,942$94,507$85,029$80,736$74,510Operating income21,12519,00918,01816,83115,998Net income attributable to Comcast Corporation(a)13,05711,73122,7358,6788,163Basic earnings per common share attributable to Comcast Corporationshareholders2.872.564.831.801.64Diluted earnings per common share attributable to Comcast Corporationshareholders2.832.534.751.781.62Dividends declared per common share0.840.760.630.550.50Balance Sheet Data (at year end) Total assets$263,414$251,684$187,462$181,017$166,574Long-term debt(b)102,217111,74364,55661,04652,621Comcast Corporation shareholders’ equity82,72671,61368,61653,93252,269Statement of Cash Flows Data Net cash provided by (used in): Operating activities$25,697$24,297$21,261$19,691$19,485Investing activities(14,841)(50,854)(13,533)(18,265)(11,964)Financing activities(9,181)27,140(7,572)(434)(9,136)(a)For 2019 and 2018, refer to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K for adiscussion of the effects of items impacting net income attributable to Comcast Corporation. In 2019, 2018, 2017, 2016 and 2015, net income attributable to Comcast Corporation is statedafter deducting net income attributable to noncontrolling interests of $266 million, $131 million, $187 million, $350 million and $250 million, respectively.(b)Includes long-term debt and the current portion of long-term debt as presented in the consolidated balance sheet. Refer to footnotes to Comcast’s consolidated financial statements fordiscussion of our accounting policies related to debt obligations.(c)2019 and 2018 amounts include the results of operations of Sky from date of acquisition on October 9, 2018. Refer to Note 8 to Comcast’s consolidated financial statements for furtherdiscussion.(d)2017 net income attributable to Comcast Corporation and earnings per common share attributable to Comcast Corporation shareholders included a $12.7 billion net income tax benefit as aresult of the impacts of the 2017 tax reform legislation. Refer to Note 5 to Comcast’s consolidated financial statements for further discussion.NBCUniversalOmitted pursuant to General Instruction I(2)(a) to Form 10-K.Comcast 2019 Annual Report on Form 10-K31 Table of ContentsItem 7: Management’s Discussion and Analysis of Financial Condition and Results of OperationsIntroductionManagement’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, theconsolidated financial statements and related notes to enhance the understanding of our operations and our present business environment. Components ofmanagement’s discussion and analysis of financial condition and results of operations include:•Overview•Results of Operations•Non-GAAP FinancialMeasures•Liquidity and CapitalResources•Contractual Obligations•Off-Balance Sheet Arrangements•Recent Accounting Pronouncements•Critical Accounting Judgments and EstimatesOverviewWe are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We present our operations for (1)Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportable business segments: CableNetworks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable businesssegment. Following October 9, 2018, Sky’s results of operations are included in our consolidated results of operations. For more information about our company’soperations, see Item 1: Business. Additionally, refer to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our2018 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the fiscal year 2018 compared tofiscal year 2017.Consolidated Revenue, Net Income Attributable to Comcast Corporation and Adjusted EBITDA(a)(in billions) Revenue Net Income Attributableto Comcast Corporation Adjusted EBITDA (a)Adjusted EBITDA is a financial measure that is not defined by generally accepted accounting principles in the United States (“GAAP”). Refer to the “Non-GAAP Financial Measure”section on page 51 for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation toAdjusted EBITDA. 32Comcast 2019 Annual Report on Form 10-KTable of Contents2019 Consolidated Operating Results by Segment(a) Revenue Adjusted EBITDA (a)Charts exclude the results of NBCUniversal Headquarters and Other, Corporate and Other, and eliminations.2019 DevelopmentsThe following are the more significant developments in our businesses during 2019:Cable Communications Segment•Revenue increased 3.7% to $58.1 billion, reflecting increases in high-speed internet, business services and wireless revenue, partially offset by declines inadvertising, video and voice revenue•Adjusted EBITDA increased 7.3% to $23.3 billion•Operating margin increased from 38.7% to 40.1%, reflecting increases in revenue from high-speed internet and business services and decreases in lossesin our wireless business, partially offset by higher technical and product support expenses•Capital expenditures decreased 10.5% to $6.9 billion, reflecting lower spending on scalable infrastructure and customer premise equipment, partiallyoffset by an increase in support capitalNBCUniversal Segments•Total NBCUniversal revenue decreased 5.0% to $34.0 billion and total NBCUniversal Adjusted EBITDA increased 2.0% to $8.8 billion•Broadcast Television and Cable Networks segments revenue decreased 10.3% to $10.3 billion and 2.2% to $11.5 billion, respectively, reflecting theimpact of our broadcasts of the 2018 PyeongChang Olympics and 2018 Super Bowl; excluding revenue associated with the 2018 PyeongChang Olympicsand 2018 Super Bowl, Cable Networks and Broadcast Television segments revenue increased 1.0% and 0.1%, respectively, with the increase in CableNetworks primarily due to increases in distribution revenue, partially offset by decreases in content licensing revenue•Filmed Entertainment segment revenue decreased 9.2% to $6.5 billion, reflecting lower theatrical, home entertainment and other revenue, partially offsetby an increase in content licensing•Theme Parks segment revenue increased 4.4% to $5.9 billion, reflecting increased guest spending and higher attendance in 2019 due, in part, to naturaldisasters that negatively impacted attendance in Japan in 2018•Announced that Universal Orlando Resort is building an additional theme park named Universal’s EpicUniverseSky Segment•Sky’s results of operations for the full year 2019 are included in our consolidated results, with revenue of $19.2 billion and Adjusted EBITDA of $3.1billion•On a pro forma basis, Sky revenue decreased 3.0% to $19.2 billion. Excluding the impact of foreign currency, pro forma Sky revenue increased 1.7%primarily due to increases in content and direct-to-consumer revenues, partially offset by a decrease in advertising revenue•On a pro forma basis, Sky Adjusted EBITDA increased 7.1% to $3.1 billion. Excluding the impact of foreign currency, pro forma Sky Adjusted EBITDAincreased 12.2% primarily due to contract termination costs and costs related to a settlement in the prior year period.Comcast 2019 Annual Report on Form 10-K33 Table of ContentsOther•Corporate and Other revenue decreased 35.0% to $333 million primarily due to the sale of a controlling interest in our arena management-relatedbusinesses in the second quarter of 2018•Corporate and Other Adjusted EBITDA losses increased 12.9% to $880 million primarily due to costs associated with the development ofPeacock•Announced Peacock, our direct-to-consumer streaming service that will feature NBCUniversal content, which is expected to be launched in2020•Entered into a series of agreements in May 2019 with Disney, whereby Disney assumed full operational control of Hulu, LLC (“Hulu”) in exchange forcertain put and call provisions regarding our ownership interest, and in August 2019, we received proceeds of $5.2 billion from a collateralized obligationsecured by the proceeds guaranteed under the put and call provisions•Repaid $15.6 billion of debt, including senior notes and term loans, and net repayments of commercial paper, which were funded with cash on hand,proceeds from the collateralized obligation related to Hulu and proceeds from the $4.8 billion issuance of senior notes in November 2019CompetitionThe results of operations of our reportable business segments are affected by competition, as all of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products and services,and entertainment, news and information content to consumers. Technological changes are further intensifying and complicating the competitive landscape andchallenging existing business models. In particular, consumers are increasingly turning to online sources for viewing and purchasing content, which has and likelywill continue to reduce the number of our video customers and subscribers to our cable networks even as it makes high-speed internet services more important toconsumers. In addition, the increasing number of entertainment choices available to consumers has intensified audience fragmentation and disaggregated the waythat content traditionally has been viewed by consumers. This increase has caused and likely will continue to cause audience ratings declines at our programmingchannels.For additional information on the competition our businesses face, see Item 1: Business and Item 1A: Risk Factors. Within the Business section, refer to the“Competition” discussion, and within the Risk Factors section, refer to the risk factors entitled “Our businesses operate in highly competitive and dynamicindustries, and our businesses and results of operations could be adversely affected if we do not compete effectively.” and “Changes in consumer behavior drivenby online video distribution platforms for viewing content continue to adversely affect our businesses and challenge existing business models.”Seasonality and CyclicalityEach of our businesses is subject to seasonal and cyclical variations. See Item 1: Business and refer to the “Seasonality and Cyclicality” discussion within thatsection for additional information. 34Comcast 2019 Annual Report on Form 10-KTable of ContentsConsolidated Operating ResultsYear ended December 31 (in millions, except per share data)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue$108,942$94,507$85,02915.3%11.1 %Costs and Expenses: Programming and production34,44029,69225,35516.017.1Other operating and administrative32,80728,09425,44916.810.4Advertising, marketing and promotion7,6177,0366,5198.27.9Depreciation8,6638,2817,9144.64.6Amortization4,2902,7362,21656.823.5Other operating gains—(341)(442)NMNMTotal costs and expenses87,81775,49867,01116.312.7Operating income21,12519,00918,01811.15.5Interest expense(4,567)(3,542)(3,086)28.914.8Investment and other income (loss), net438(225)421294.6(153.4)Income before income taxes16,99615,24215,35311.5(0.7)Income tax (expense) benefit(3,673)(3,380)7,5698.7(144.7)Net income13,32311,86222,92212.3(48.2)Less: Net income attributable to noncontrolling interests andredeemable subsidiary preferred stock266131187102.7(29.8)Net income attributable to Comcast Corporation$13,057$11,731$22,73511.3%(48.4)%Basic earnings per common share attributable to ComcastCorporation shareholders$2.87$2.56$4.8312.1%(47.0)%Diluted earnings per common share attributable to ComcastCorporation shareholders$2.83$2.53$4.7511.9%(46.7)% Adjusted EBITDA(a)$34,258$30,165$27,95613.6%7.9 %All percentages are calculated based on actual amounts. Minor differences may exist due to rounding. Percentage changes that are considered not meaningful are denoted with NM.(a)Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measure” section on page 51 for additional information, including our definition and our use ofAdjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted EBITDA.The comparability of our consolidated results of operations was impacted by the Sky transaction in the fourth quarter of 2018. Sky’s results of operations areincluded in our consolidated financial statements following the October 9, 2018 acquisition date.Consolidated RevenueThe following graph illustrates the contributions to the increases in consolidated revenue made by our Cable Communications, NBCUniversal and Sky segments,as well as by Corporate and Other activities including eliminations.Comcast 2019 Annual Report on Form 10-K35 Table of ContentsThe primary drivers of the change in revenue from 2018 to 2019 were as follows:•Our acquisition of Sky in the fourth quarter of 2018, resulting in the inclusion of a full year of results for2019•Growth in our Cable Communications segment driven by increased revenue from residential high-speed internet, business services and wireless, partiallyoffset by decreased revenue from advertising, video and voice•A decrease in NBCUniversal revenue primarily due to the absence of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the2018 Super BowlRevenue for our segments and other businesses are discussed separately below under the heading “Segment Operating Results.”Consolidated Costs and ExpensesThe following graph illustrates the contributions to the increases in consolidated operating costs and expenses, representing total costs and expenses excludingdepreciation and amortization expense and other operating gains, made by our Cable Communications, NBCUniversal and Sky segments, as well as by Corporateand Other activities, including eliminations.The primary drivers of the change in operating costs and expenses from 2018 to 2019 were as follows:•Our acquisition of Sky in the fourth quarter of 2018, resulting in the inclusion of a full year of results for2019•A decrease in NBCUniversal programming and production expenses primarily due to the absence of expenses associated with our broadcasts of the 2018PyeongChang Olympics and the 2018 Super Bowl•An increase in technical and product support costs in our Cable CommunicationssegmentOperating costs and expenses for our segments and our corporate operations, business development initiatives and other businesses are discussed separately belowunder the heading “Segment Operating Results.”Consolidated Depreciation and Amortization ExpenseYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Cable Communications$7,994$8,262$8,019(3.2)%3.0%NBCUniversal2,1292,1082,0410.93.3Sky2,699539—NMNMCorporate and Other1311087021.456.3Comcast Consolidated$12,953$11,017$10,13017.6 %8.8%Percentage changes that are considered not meaningful are denoted with NM.Consolidated depreciation and amortization expense increased in 2019 primarily due to the acquisition of Sky in the fourth quarter of 2018, with a full year ofexpense included in our results of operations for 2019. Additionally, during the first quarter of 2019, we recorded adjustments to the purchase price allocation ofSky, primarily related to intangible assets and property and equipment. This change resulted in an adjustment recorded in the first quarter of 2019 related to thefourth quarter of 2018 that increased depreciation and amortization expense by $53 million. 36Comcast 2019 Annual Report on Form 10-KTable of ContentsCable Communications depreciation and amortization expense decreased due to lower spending on scalable infrastructure and customer premise equipment,partially offset by an increase in support capital. NBCUniversal depreciation and amortization expense was flat in 2019.Amortization expense from acquisition-related intangible assets, such as customer relationships, totaled $2.0 billion, $1.1 billion and $824 million for 2019, 2018and 2017, respectively. Amounts primarily relate to customer relationship intangible assets recorded in connection with the Sky transaction in the fourth quarter of2018 (see Note 8 to Comcast’s consolidated financial statements) and the NBCUniversal transaction in 2011.Consolidated Other Operating GainsConsolidated other operating gains for 2018 included $200 million related to the sale of a controlling interest in our arena management-related businesses inCorporate and other (see Note 10 to Comcast’s consolidated financial statements) and $141 million related to the sale of a business in our Filmed Entertainmentsegment.Consolidated Interest ExpenseInterest expense increased in 2019 compared to 2018 primarily due to increases in our debt outstanding associated with the financing of and debt assumed inconnection with the Sky transaction in the fourth quarter of 2018, as well as a $56 million charge related to the early redemption of debt that was recorded in thethird quarter of 2019.Consolidated Investment and Other Income (Loss), NetYear ended December 31 (in millions)201920182017Equity in net income (losses) of investees, net$(505)$(364)$107Realized and unrealized gains (losses) on equity securities, net656(187)(17)Other income (loss), net287326331Total investment and other income (loss), net$438$(225)$421Equity in Net Income (Losses) of Investees, NetThe change in equity in net income (losses) of investees, net in 2019 compared to 2018 was primarily due to our equity method investments in Hulu and AtairosGroup, Inc. (“Atairos”). The losses at Hulu were primarily due to programming, advertising and marketing costs, and higher other administrative expenses. Atairosfollows investment company accounting and records its investments at their fair values each reporting period with the net gains or losses reflected in its statementof income. We recognize our share of these gains and losses in equity in net income (losses) of investees, net. The income (losses) at Atairos were driven by fairvalue adjustments on its underlying investments. The table below summarizes the equity in net income (losses) of Hulu and Atairos in 2019, 2018 and 2017.Year ended December 31 (in millions)201920182017Hulu$(473)$(454)$(276)Atairos$(64)$(31)$281Realized and Unrealized Gains (Losses) on Equity Securities, NetThe change in realized and unrealized gains (losses) on equity securities, net in 2019 compared to 2018 was primarily due to gains of $293 million related to ourinterest in Snap, which was sold in 2019, compared to losses of $268 million in 2018, and unrealized gains of $184 million related to our investment in PelotonInteractive, Inc. (“Peloton”).Other Income (Loss), NetThe change in other income (loss), net in 2019 compared to 2018 was primarily due to the recognition of $219 million of gains related to the dilution of our Huluownership and $90 million of losses due to the impairment of an equity method investment. See Note 10 to Comcast’s consolidated financial statements and Note9 to NBCUniversal’s consolidated financial statements for further information.Comcast 2019 Annual Report on Form 10-K37 Table of ContentsConsolidated Income Tax (Expense) BenefitIncome tax (expense) benefit reflects an effective income tax rate that differs from the federal statutory rate primarily due to state and foreign income taxes andadjustments associated with uncertain tax positions. Our effective income tax rate in 2019 and 2018 was 21.6% and 22.2%, respectively.In 2019, the effective income tax rate included $125 million of benefits related to state income tax adjustments recognized in the third quarter of 2019.In 2018, the effective income tax rate included the effects of an income tax benefit of $244 million recognized during the fourth quarter of 2018 related to areduction of our net deferred tax liability as a result of the acquisition of Sky and $128 million recognized during the first quarter of 2018 related to the enactmentof additional federal tax legislation in 2018, partially offset by $148 million of income tax expense due to state and federal tax law changes that were enacted in thethird quarter of 2018.Consolidated Net Income Attributable to Noncontrolling Interests and Redeemable Subsidiary Preferred StockThe increase in net income attributable to noncontrolling interests and redeemable subsidiary preferred stock in 2019 compared to 2018 was primarily due to anincrease in the redemption value of one of our noncontrolling interests.Segment Operating ResultsOur segment operating results are presented based on how we assess operating performance and internally report financial information. We use Adjusted EBITDAas 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, interestexpense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gainsor 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 othercharges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Adjusted EBITDA for our segments isnot a non-GAAP financial measure. We reconcile the aggregate amount of Adjusted EBITDA for our reportable business segments to consolidated income beforeincome taxes in the notes to our consolidated financial statements (see Note 2 to Comcast’s consolidated financial statements and NBCUniversal’s consolidatedfinancial statements).Beginning in the first quarter of 2019, Comcast Cable’s wireless phone service and certain other Cable-related business development initiatives are presented in theCable Communications segment. Results were previously presented in Corporate and Other. Prior periods have been adjusted to reflect this presentation. 38Comcast 2019 Annual Report on Form 10-KTable of ContentsCable Communications Segment Results of OperationsRevenue and Adjusted EBITDA Residential Customer Relationships(in billions) (in millions) Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue Residential: High-speed internet$18,752$17,144$15,6819.4 %9.3 %Video22,27022,45522,874(0.8)(1.8)Voice3,8793,9604,090(2.1)(3.2)Wireless1,16789032931.2170.3Business services7,7957,1296,4379.310.7Advertising2,4652,7952,450(11.8)14.1Other1,7541,6601,5385.77.9Total revenue58,08256,03353,3993.74.9Operating costs and expenses Programming13,38913,24912,9071.12.7Technical and product support7,9737,5696,8465.310.6Customer service2,4942,5362,509(1.6)1.1Advertising, marketing and promotion4,0144,0023,8660.33.5Franchise and other regulatory fees1,5821,5781,5900.2(0.8)Other5,3645,4185,126(1.0)5.7Total operating costs and expenses34,81634,35232,8441.44.6Adjusted EBITDA$23,266$21,681$20,5557.3 %5.5 %Comcast 2019 Annual Report on Form 10-K39 Table of ContentsCustomer Metrics Net Additions(in thousands)201920182017201920182017Customer relationships Residential customer relationships29,14928,10927,1851,040925651Business services customer relationships2,3962,3032,17994123135Total customer relationships31,54530,41229,3641,1341,048787Residential customer relationships mix One product customers10,2479,0158,1741,232840418Two product customers8,9238,9929,018(69)(25)221Three or more product customers9,97910,1029,993(123)11013High-speed internet Residential customers26,41425,09723,8631,3171,2341,036Business services customers2,2152,1252,00689120132Total high-speed internet customers28,62927,22225,8691,4061,3531,168Video Residential customers20,28820,95921,303(671)(344)(186)Business services customers9661,0271,054(61)(27)35Total video customers21,25421,98622,357(733)(370)(151)Voice Residential customers9,93410,15310,316(218)(163)(231)Business services customers1,3421,2971,236466096Total voice customers11,27611,44911,552(173)(103)(135)Security and automation Security and automation customers1,3751,3171,13159186239Wireless Wireless lines2,0521,236381816854381Customer metrics are presented based on actual amounts. Minor differences may exist due to rounding. Customer relationships represent the number of residential and business customers thatsubscribe to at least one of our services. One product, two product, and three or more product customers represent residential customers that subscribe to one, two, or three or more of ourservices, respectively. For MDUs, including buildings located on college campuses, whose residents have the ability to receive additional services, such as additional programming choices orour HD or DVR services, we count and report customers based on the number of potential billable relationships within each MDU. For MDUs whose residents are not able to receiveadditional services, the MDU is counted as a single customer. Residential high-speed internet and video customers as of December 31, 2019 included prepaid customers totaling approximately196,000 and 7,000, respectively. Wireless lines represent the number of activated eligible wireless devices on customers’ accounts. Individual customer relationships may have multiplewireless lines. 201920182017Average monthly total revenue per customer relationship$156.24$156.23$153.60Average monthly Adjusted EBITDA per customer relationship$62.59$60.45$59.13Average monthly total revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services received by ourresidential and business services customers, as well as changes in advertising revenue. While revenue from our residential high-speed internet, video and voiceservices are also impacted by changes in the allocation of revenue among services sold in a bundle, the allocation does not impact average monthly total revenueper customer relationship.Each of our services has a different contribution to operating margin. We use average monthly Adjusted EBITDA per customer relationship to evaluate theprofitability of our customer base across our service offerings. We believe this metric is useful particularly as we continue to focus on growing our higher-marginbusinesses, including residential high-speed internet and business services.Cable Communications Segment – RevenueWe are a leading provider of high-speed internet, video, voice, wireless, and security and automation services to residential customers in the United States underthe Xfinity brand; we also provide these and other services to business customers and sell advertising. We generate revenue primarily from residential and businesscustomers that subscribe to our services, which we market individually and as bundled services. We also generate revenue from selling through our allocation ofscheduled advertising time on cable networks that is received as part of distribution agreements with these networks to local, regional and national advertisers. 40Comcast 2019 Annual Report on Form 10-KTable of ContentsHigh-Speed InternetWe offer high-speed internet services with downstream speeds that range up to 1 gigabit per second (“Gbps”) and fiber-based speeds that range up to 2 Gbps. Wealso deploy wireless gateways to customers that combine an internet and voice modem with a Wi-Fi router to deliver reliable internet speeds and enhancedcoverage through an in-and-out-of-home Wi-Fi network. Customers with xFi-enabled wireless gateways may also personalize and manage their Wi-Fi networkremotely, which includes viewing and changing their Wi-Fi password, identifying which devices are connected to their in-home network, setting parental controlsand schedules, advanced security, as well as other features. We believe our customer base will continue to grow as consumers choose our high-speed internetservice and seek higher-speed offerings.Revenue increased in 2019 primarily due to an increase in the number of residential high-speed internet customers. The remaining increase in revenue in 2019 wasdue to an increase in average rates.VideoWe offer a broad variety of video services packages that may include premium networks, pay-per-view services and our On Demand service. Our video customersmay also subscribe for additional fees to our HD and DVR services.Revenue was flat in 2019 primarily due to a decline in the number of residential video customers, offset by an increase in average rates.We have experienced, and expect that we will continue to experience, declines in the number of residential video customers due to competitive pressures, and weexpect that our video revenue will continue to decline as a result of the competitive environment and shifting video consumption patterns. We believe our X1platform helps us compete more effectively against this competition, and have also continued to employ sales and marketing programs, such as promotions,bundled service offerings and service offerings targeted at specific market segments.VoiceWe offer voice services that provide local and long-distance calling and other related features.Revenue decreased in 2019 primarily due to a decline in the number of residential voice customers.We expect that the number of residential voice customers and voice revenue will continue to decline.WirelessWe offer wireless phone services to customers that may choose to pay for services on an unlimited data plan or per gigabyte of data used.Revenue increased in 2019 primarily due to an increase in the number of customer lines.Business ServicesWe offer a variety of products and services to businesses. Our service offerings for small business locations primarily include high-speed internet services, as wellas voice and video services, that are similar to those provided to residential customers, as well as cloud-based cybersecurity services, wireless backup connectivity,advanced Wi-Fi solutions, video monitoring services and cloud-based services that provide file sharing, online backup and web conferencing, among otherfeatures. We also offer Ethernet network services that connect multiple locations and provide higher downstream and upstream speed options to medium-sizedcustomers and larger enterprises, as well as advanced voice services, along with video solutions that serve hotels and other large venues. In addition, we providecellular backhaul services to mobile network operators to help them manage their network bandwidth.We have expanded our service offerings to include a software-defined networking product for medium-sized and enterprise customers. Larger enterprises may alsoreceive support services related to Wi-Fi networks, router management, network security, business continuity risks and other services. These service offerings areprimarily provided to Fortune 1000 companies and other large enterprises with multiple locations.Revenue increased in 2019 primarily due to an increase in the number of customers receiving our services and an increase in average rates.AdvertisingAs part of our distribution agreements with cable networks, we generally receive an allocation of scheduled advertising time that is sold through our advertisingbusiness to local, regional and national advertisers. In most cases, the available advertising units are sold by our sales force. In some cases, we work withrepresentation firms as an extension of our sales force to sell a portion of the advertising units allocated to us. We also represent the advertising sales efforts ofother multichannel video providers in some markets. In addition, we generate revenue from the sale of advertising on our digital platforms. We also providetechnology, tools, data-driven services and marketplace solutions to customers in the media industry, which allow advertisers to more effectivelyComcast 2019 Annual Report on Form 10-K41 Table of Contentsengage with their target audiences. Revenue is affected by the strength of the advertising market, general economic conditions, and cyclicality related to politicalcampaigns and issue-oriented advertising.Revenue decreased in 2019 primarily due to a decrease in political advertising revenue. Excluding political advertising revenue, advertising revenue was consistentwith the prior year.In 2019, 5% of our advertising revenue was generated from our NBCUniversal segments, compared to 4% and 5% in 2018 and 2017, respectively. These amountsare eliminated in our consolidated financial statements but are included in the amounts presented above.OtherOther revenue primarily includes revenue related to our security and automation services. We also receive revenue related to residential customer late fees andfrom other services, such as the licensing of our technology platforms to other multichannel video providers.Revenue increased in 2019 primarily due to an increase in revenue from our security and automation services and the timing of the licensing of our technologyplatforms to other multichannel video providers.Cable Communications Segment – Operating Costs and ExpensesProgramming ExpensesProgramming expenses, which represent our most significant operating expense, are the fees we incur to provide content to our customers. These expenses areaffected by the programming license fees charged by content providers, the fees charged for retransmission of the signals from local broadcast television stations,the number of customers we serve and the amount of content we provide.Programming expenses increased in 2019 primarily due to an increase in retransmission consent and sports programming fees, partially offset by a decline in thenumber of video subscribers.We anticipate that our programming expenses will increase at rates higher than those experienced in 2019, due to the timing of contract renewals in 2020.Technical and Product Support ExpensesExpenses include costs to complete service call and installation activities, as well as costs for network operations, product development, fulfillment andprovisioning, as well as the cost of wireless handsets and tablets sold to customers and monthly wholesale wireless access fees.Expenses increased in 2019 primarily due to expenses related to the continued development, deployment and support of our products and services, expensesrelated to the continued growth in business services, and increased costs associated with our wireless phone service. Wireless phone service costs increasedprimarily due to an increase in the number of lines.Customer Service ExpensesExpenses include the personnel and other costs associated with handling the sale of services to customers and customer service activity.Expenses decreased in 2019 primarily due to lower personnel costs as a result of decreased customer call activity.Advertising, Marketing and Promotion ExpensesExpenses include the costs associated with attracting new customers and promoting our service offerings.Expenses were flat in 2019 primarily due to an increase in spending associated with attracting new customers, offset by the absence of advertising expensesassociated with the 2018 PyeongChang Olympics.Franchise and Other Regulatory FeesFranchise and other regulatory fees represent the fees we are required to pay to federal, state and local authorities under the terms of our cable franchiseagreements.Franchise and other regulatory fees were flat in 2019.Other ExpensesExpenses primarily include personnel costs, advertising expenses, and building and facilities costs.Other operating costs and expenses decreased in 2019 primarily due to increased costs incurred in the prior year as we continued to scale our wireless phoneservice, partially offset by higher personnel costs in the current year. 42Comcast 2019 Annual Report on Form 10-KTable of ContentsCable Communications Segment – Operating MarginOur operating margin is Adjusted EBITDA as a percentage of revenue. The most significant operating costs and expenses are the programming expenses we incurto provide content to our video customers, which increased 1.1% in 2019.Our operating margin was 40.1%, 38.7% and 38.5% in 2019, 2018 and 2017, respectively. We continue to focus on growing our higher-margin businesses,particularly residential high-speed internet and business services, and on improving losses related to our wireless phone service and overall operating costmanagement. Losses from our wireless phone service were $401 million, $743 million and $480 million in 2019, 2018 and 2017, respectively.NBCUniversal Segments Overview2019 NBCUniversal Segments Operating Results(a) Revenue Adjusted EBITDA (a) Charts exclude the results of NBCUniversal Headquarters, other, and eliminations.Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue Cable Networks$11,513$11,773$10,497(2.2)%12.2 %Broadcast Television10,26111,4399,563(10.3)19.6Filmed Entertainment6,4937,1527,595(9.2)(5.8)Theme Parks5,9335,6835,4434.44.4Headquarters, other and eliminations(233)(286)(262)NMNMTotal revenue$33,967$35,761$32,836(5.0)%8.9 %Adjusted EBITDA Cable Networks$4,444$4,428$4,0530.4 %9.3 %Broadcast Television1,7301,6571,2514.432.5Filmed Entertainment8337341,27613.5(42.5)Theme Parks2,4552,4552,384—3.0Headquarters, other and eliminations(690)(676)(746)NMNMTotal Adjusted EBITDA$8,772$8,598$8,2182.0 %4.6 %Percentage changes that are considered not meaningful are denoted with NM.Comcast 2019 Annual Report on Form 10-K43 Table of ContentsCable Networks Segment Results of OperationsYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue Distribution$6,790$6,826$6,081(0.5)%12.3%Advertising3,4783,5873,359(3.0)6.8Content licensing and other1,2451,3601,057(8.5)28.6Total revenue11,51311,77310,497(2.2)12.2Operating costs and expenses Programming and production5,1075,3574,599(4.7)16.5Other operating and administrative1,4991,4531,3263.29.5Advertising, marketing and promotion463535519(13.6)3.2Total operating costs and expenses7,0697,3456,444(3.8)14.0Adjusted EBITDA$4,444$4,428$4,0530.4 %9.3%Cable Networks Segment – RevenueDistributionRevenue is generated from the distribution of our cable network programming to traditional and virtual multichannel video providers and is affected by the numberof subscribers receiving our cable networks and the fees we charge per subscriber.Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Distribution$6,790$6,826$6,081(0.5)%12.3%Distribution, excluding 2018 PyeongChang Olympics6,7906,5906,0813.08.4Revenue was flat in 2019 compared to 2018, which included the revenue associated with our broadcast of the 2018 PyeongChang Olympics. Excluding $236million of revenue associated with our broadcast of the 2018 PyeongChang Olympics, distribution revenue increased in 2019 compared to 2018 primarily due toincreases in the contractual rates charged under distribution agreements and the timing of contract renewals, partially offset by increased declines in the number ofsubscribers at our cable networks.AdvertisingRevenue is generated from the sale of advertising units sold on our cable networks and digital properties. Advertising revenue is primarily based on the price wecharge for each advertising unit, which is generally based on audience ratings, the value of our viewer demographics to advertisers and the number of advertisingunits we can place in our cable networks’ programming schedules. Advertising revenue is affected by the audience ratings of our programming, the strength of thenational advertising market and general economic conditions.Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Advertising$3,478$3,587$3,359(3.0)%6.8%Advertising, excluding 2018 PyeongChang Olympics3,4783,4453,3591.02.6Revenue decreased in 2019 primarily due to the absence of revenue associated with our broadcast of the 2018 PyeongChang Olympics. Excluding $142 million ofrevenue associated with our broadcast of the 2018 PyeongChang Olympics, advertising revenue increased reflecting higher prices for advertising units sold,partially offset by declines in audience ratings at our networks.Content Licensing and OtherRevenue is generated primarily from the licensing of our owned programming in the United States and internationally to cable and broadcast networks andsubscription video on demand services, as well as from the sale of our owned programming on DVDs and through digital distribution services such as iTunes. Inaddition, our cable television studio production operations generate revenue from programming the studio produces for third-party networks and for subscriptionvideo on demand services.Revenue decreased in 2019 primarily due to the timing of content provided under our licensing agreements.In 2019, 2018 and 2017, 15%, 14% and 15%, respectively, of our Cable Networks segment revenue was generated from our Cable Communications segment.These amounts are eliminated in Comcast’s consolidated financial statements but are included in the amounts presented above. 44Comcast 2019 Annual Report on Form 10-KTable of ContentsCable Networks Segment – Operating Costs and ExpensesProgramming and Production CostsCosts include the amortization of owned and acquired programming, sports rights, direct production costs, residual and participation payments, productionoverhead, costs associated with the distribution of our programming to third-party networks and other distribution platforms, and on-air talent costs.Costs decreased in 2019 primarily due to the absence of costs associated with our broadcast of the 2018 PyeongChang Olympics.Other Operating and Administrative ExpensesOther operating and administrative costs and expenses include salaries, employee benefits, rent and other overhead expenses.Expenses increased in 2019 primarily due to higher employee-related costs and increases in costs associated with our various digital properties.Advertising, Marketing and Promotion ExpensesExpenses consist primarily of the costs associated with promoting programming on our cable networks and digital properties.Expenses decreased in 2019 primarily due to lower spending on marketing related to our programming and digital properties, as well as the absence of spending onmarketing related to the 2018 PyeongChang Olympics.Broadcast Television Segment Results of OperationsYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue Advertising$5,712$7,010$5,654(18.5)%24.0 %Content licensing2,1572,1822,114(1.1)3.2Distribution and other2,3922,2471,7956.425.2Total revenue10,26111,4399,563(10.3)19.6Operating costs and expenses Programming and production6,5477,7896,440(15.9)20.9Other operating and administrative1,5641,5471,3911.111.1Advertising, marketing and promotion420446481(5.9)(7.3)Total operating costs and expenses8,5319,7828,312(12.8)17.7Adjusted EBITDA$1,730$1,657$1,2514.4 %32.5 %Broadcast Television Segment – RevenueAdvertisingRevenue is generated from the sale of advertising units sold on our broadcast networks, owned local broadcast television stations and digital properties.Advertising revenue is primarily based on the price we charge for each advertising unit, which is generally based on audience ratings and the value of our viewerdemographics to advertisers, and the number of advertising units we can place in our broadcast networks’ and owned local television stations’ programmingschedules. Advertising revenue is affected by the strength of the national and local advertising markets, general economic conditions, cyclicality related to politicalcampaigns and issue-oriented advertising, and the success and ratings of our programming.Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Advertising$5,712$7,010$5,654(18.5)%24.0%Advertising, excluding 2018 PyeongChang Olympics and 2018 Super Bowl5,7125,9295,654(3.7)4.9Revenue decreased in 2019 primarily due to the absence of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl.Excluding $1.1 billion of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl, advertising revenue decreased dueto the absence of revenue associated with Telemundo’s broadcast of the 2018 FIFA World Cup RussiaTM, as well as the impact of continued declines in audienceratings, partially offset by higher pricing for advertising units sold.Comcast 2019 Annual Report on Form 10-K45 Table of ContentsContent LicensingRevenue is generated from the licensing of our owned programming in the United States and internationally to various distribution platforms, including to cableand broadcast networks, and to subscription video on demand services. In addition, our broadcast television studio production operations develop and produceoriginal content that they license to broadcast networks, cable networks and local broadcast television stations owned by us and third parties, as well as tosubscription video on demand services. The production and distribution costs related to our owned programming generally exceed the revenue generated from theinitial network license, which means the subsequent licensing of our owned programming series following the initial network license is critical to their financialsuccess.Content licensing revenue decreased in 2019 primarily due to the timing of content provided under our licensing agreements.Distribution and OtherWe generate distribution and other revenue primarily from fees for retransmission consent of our owned local broadcast television stations and associated feesreceived from NBC-affiliated local broadcast television stations, as well as from the sale of our owned programming on DVDs and through digital distributionservices. The sale of our owned programming is driven primarily by the popularity of our broadcast networks and programming series and therefore fluctuatesbased on consumer spending and acceptance. Distribution and other revenue also includes distribution revenue associated with our periodic broadcasts of theOlympic Games.Year ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Distribution and other$2,392$2,247$1,7956.4%25.2%Distribution and other, excluding 2018 PyeongChang Olympics2,3922,1351,79512.019.0Revenue increased in 2019 primarily due to increases in fees recognized under our retransmission consent agreements, which was partially offset by the absence of$112 million of revenue resulting from our broadcast of the 2018 PyeongChang Olympics.Broadcast Television Segment – Operating Costs and ExpensesProgramming and Production CostsExpenses relate to content that originates on our broadcast networks and owned local broadcast television stations, as well as owned content that is licensed tothird parties. These costs include the amortization of owned and acquired programming costs, sports rights, direct production costs, residual and participationpayments, production overhead, costs associated with the distribution of our programming to third-party networks and other distribution platforms, and on-airtalent costs.Expenses decreased in 2019 primarily due to the absence of costs associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl.Other Operating and Administrative ExpensesOther operating and administrative costs and expenses include salaries, employee benefits, rent and other overhead expenses. Expenses increased in 2019 primarilydue to increases in overhead expenses, partially offset by decreases in employee-related costs.Advertising, Marketing and Promotion ExpensesExpenses consist primarily of the costs associated with promoting our owned and acquired television programming, as well as the marketing of DVDs and costsassociated with our digital properties. These expenses decreased in 2019 primarily due to decreased spending on marketing related to our sports and localprogramming. 46Comcast 2019 Annual Report on Form 10-KTable of ContentsFilmed Entertainment Segment Results of OperationsYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue Theatrical$1,469$2,111$2,192(30.4)%(3.7)%Content licensing3,0452,8992,9565.1(1.9)Home entertainment9571,0481,287(8.7)(18.6)Other1,0221,0941,160(6.7)(5.7)Total revenue6,4937,1527,595(9.2)(5.8)Operating costs and expenses Programming and production2,9493,4463,500(14.4)(1.5)Other operating and administrative1,1311,1891,260(4.9)(5.7)Advertising, marketing and promotion1,5801,7831,559(11.4)14.3Total operating costs and expenses5,6606,4186,319(11.8)1.6Adjusted EBITDA$833$734$1,27613.5 %(42.5)%Filmed Entertainment Segment – RevenueTheatricalRevenue is generated from the worldwide theatrical release of our produced and acquired films for exhibition in movie theaters and is significantly affected by thetiming of each release and the number of films we distribute, as well as their acceptance by audiences. Theatrical revenue is also affected by the number ofexhibition screens, ticket prices, the percentage of ticket sale retention by the exhibitors and the popularity of competing films at the time our films are released.The success of a film in movie theaters is a significant factor in determining the revenue a film is likely to generate in succeeding distribution platforms.Revenue decreased in 2019 primarily due to the strength and volume of releases in our 2018 film slate, partially offset by the releases in our 2019 film slate. Thefollowing key titles released in each respective fiscal year were contributors to the drivers of changes in theatrical revenue:Worldwide Theatrical Releases20192018Fast & Furious: Hobbs & ShawJurassic World: Fallen KingdomHow to Train Your Dragon: The Hidden WorldDr. Seuss’ The GrinchSecret Life of Pets 2Mamma Mia! Here We Go AgainUsFifty Shades FreedContent LicensingRevenue is generated primarily from the licensing of our produced and acquired films to cable, broadcast and premium networks, and to subscription video ondemand services.Revenue increased in 2019 primarily due to the timing of when content was made available under licensing agreements.Home EntertainmentRevenue is generated from the sale of our produced and acquired films on DVDs to retail stores and rental kiosks, and through digital distribution services andvideo on demand services provided by multichannel video providers. Revenue is significantly affected by the timing and number of our releases and theiracceptance by consumers. Release dates are determined by several factors, including the timing of the exhibition of a film in movie theaters, holiday periods andthe timing of competitive releases. The overall DVD market continues to experience declines due to the maturation of the DVD format from increasing shifts inconsumer behavior toward digital distribution services and subscription rental services, both of which generate less revenue per transaction than DVD sales, aswell as due to piracy.Comcast 2019 Annual Report on Form 10-K47 Table of ContentsRevenue decreased in 2019 primarily due to higher sales of 2018 releases in the prior year period, partially offset by sales of 2019 releases in the current yearperiod. The following key titles released in each respective fiscal year were contributors to the drivers of changes in home entertainment revenue:Home Entertainment Releases20192018How to Train Your Dragon: The Hidden WorldJurassic World: Fallen KingdomFast & Furious: Hobbs & ShawFifty Shades FreedDr. Seuss’ The GrinchMamma Mia! Here We Go AgainOtherRevenue is generated from Fandango, our movie ticketing and entertainment business, consumer products, the production and licensing of live stage plays, and thedistribution of filmed entertainment produced by third parties.Revenue decreased in 2019 primarily due to a decrease in revenue from consumer products and the absence of revenue associated with the sale of a business in2018, partially offset by an increase in revenue from our movie ticketing and entertainment business.Filmed Entertainment Segment – Operating Costs and ExpensesProgramming and Production CostsExpenses include the amortization of capitalized film production and acquisition costs, residual and participation payments, and distribution expenses. Residualpayments represent amounts payable to individuals hired under collective bargaining agreements to work on productions and are calculated based on post-theatrical revenue. Participation payments are primarily based on film performance and represent contingent consideration payable to creative talent, to thirdparties that have entered into cofinancing agreements with us and to other parties involved in the production of a film. The costs associated with producing filmshave generally increased in recent years and may continue to increase in the future.Expenses decreased in 2019 due to higher amortization of film production costs in 2018 compared to 2019.Other Operating and Administrative ExpensesExpenses include salaries, employee benefits, rent and other overhead expenses.Expenses decreased in 2019 primarily due to the absence of expenses associated with the sale of a business in 2018.Advertising, Marketing and Promotion ExpensesExpenses consist primarily of expenses associated with advertising for our theatrical releases and the marketing of our films on DVDs and in digital formats. Weincur significant marketing expenses before and throughout the release of a film in movie theaters. As a result, we typically incur losses on a film prior to andduring the film’s exhibition in movie theaters and may not realize profits, if any, until the film generates home entertainment and content licensing revenue. Thecosts associated with marketing films have generally increased in recent years and may continue to increase in the future.Expenses decreased in 2019 primarily due to higher spending on the marketing of releases in the prior year.Theme Parks Segment Results of OperationsYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change2017 to 2018Revenue$5,933$5,683$5,4434.4%4.4%Operating costs and expenses3,4783,2283,0597.75.5Adjusted EBITDA$2,455$2,455$2,384—%3.0%Theme Parks Segment – RevenueRevenue is generated primarily from guest spending at Universal theme parks. Guest spending includes ticket sales and in-park spending on food, beverages andmerchandise. Guest spending depends heavily on the general environment for travel and tourism, including consumer spending on travel and other recreationalactivities.Revenue increased in 2019 due to increases in guest spending driven by new attractions, such as Hagrid’s Magical Creatures Motorbike AdventureTM in Orlando,and also higher attendance due, in part, to natural disasters that negatively impacted attendance in Japan in 2018. 48Comcast 2019 Annual Report on Form 10-KTable of ContentsTheme Parks Segment – Operating Costs and ExpensesExpenses consist primarily of theme park operations, including repairs and maintenance and related administrative expenses; food, beverage and merchandisecosts; labor costs; and sales and marketing costs.Expenses increased in 2019 primarily due to higher costs to operate the parks and attractions.NBCUniversal Headquarters, Other and EliminationsExpenses incurred by our NBCUniversal businesses include overhead, personnel costs and costs associated with corporate initiatives. Expenses increased in 2019primarily due to higher employee-related costs.Sky Segment Results of OperationsSky’s results of operations are included in our consolidated financial statements following the October 9, 2018 acquisition date, impacting the comparability ofresults of operations from fiscal year 2018 to fiscal year 2019, and as a result, actual growth rates are not meaningful.The discussion below compares Sky’s actual results for 2019 to pro forma results for 2018. The pro forma segment information includes adjustments as if the Skytransaction occurred on January 1, 2017. Pro forma data is also adjusted for the effects of acquisition accounting and eliminating the costs and expenses directlyrelated to the transaction, but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved bythe combined business. Pro forma amounts are not necessarily indicative of what our results would have been had we operated the Sky business since January 1,2017, nor of our future results. 2019 2018 % Change 2018 to 2019Year ended December 31 (in millions)Actual ActualOctober 9 toDecember 31Pro FormaAdjustments(a)Pro FormaCombined Pro FormaCombinedGrowthConstantCurrencyGrowth(b)Revenue Direct-to-consumer$15,538 $3,632$12,445$16,077 (3.4)%1.4 %Content1,432 3049441,248 14.719.7Advertising2,249 6511,8382,489 (9.6)(5.4)Total revenue19,219 4,58715,22719,814 (3.0)1.7Operating costs and expenses Programming and production8,865 2,1376,6858,822 0.55.4Direct network costs1,746 3991,2251,624 7.512.3Other5,509 1,3595,1156,474 (14.9)(10.8)Total operating costs and expenses16,120 3,89513,02516,920 (4.7)(0.1)Adjusted EBITDA$3,099 $692$2,202$2,894 7.1 %12.2 %All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.(a)Pro forma amounts include the results of operations for Sky for the period January 1, 2018 through October 8, 2018, as well as acquisition accounting adjustments.(b)Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 51 for additional information, including our definition and ouruse of constant currency, and for a reconciliation of Sky’s constant currency growth rates.Customer Metrics Net Additions 2019201820192018(in thousands)ActualActualActualPro FormaTotal customer relationships23,99423,600394735Sky customer relationships represent the number of residential retail customers that subscribe to at least one of Sky’s four primary services of video, high-speed internet, voice and wirelessphone service. Commercial retail customers include hotels, bars, workplaces and restaurants with an active subscription for the purpose of providing Sky services to customers. Sky reportscommercial customers based on the number of commercial agreements per venue in the U.K., a residential equivalent unit based upon the multiple of residential customer revenue in Italy andthe number of active venues (bars and restaurants) or rooms (hotels and clinics) in Germany.Comcast 2019 Annual Report on Form 10-K49 Table of Contents 20192018% Change 2018 to 2019 ActualPro FormaPro FormaGrowthConstantCurrencyGrowth(a)Average monthly direct-to-consumer revenue per customerrelationship$54.41$57.67(5.7)%(1.0)%(a)Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 51 for additional information, including our definition and ouruse of constant currency, and for a reconciliation of Sky’s constant currency growth rates.Average monthly direct-to-consumer revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services received bySky’s customers. Each of Sky’s services has a different contribution to Adjusted EBITDA.Sky Segment – RevenueDirect-to-ConsumerRevenue is derived from subscription and transactional revenue from residential and business customers. Subscription revenue includes revenue from residentialand business subscribers to video, high-speed internet, voice and wireless phone services, including OTT subscriptions and income from set-top boxes, wirelessphone handset and tablet sales, installation, service calls and warranties. Transactional revenue includes the purchase of physical and digital content, OTT dailyand weekly passes, and pay-per-view programming.Revenue decreased in 2019 compared to 2018. Excluding the impact of foreign currency, revenue increased primarily due to increases in customer relationships,partially offset by decreases in average revenue per customer relationship.ContentRevenue is derived from the distribution of Sky’s owned television channels on third-party platforms and the licensing of owned and acquired programming tothird-party video providers.Revenue increased in 2019 compared to 2018. Excluding the impact of foreign currency, revenue increased reflecting the wholesaling of sports programming,including exclusive sports rights acquired in Italy and Germany and the monetization of Sky’s slate of original programming.AdvertisingRevenue is derived from the sale of advertising and sponsorships across Sky’s owned television channels and where it represents the sales efforts of third-partychannels.Revenue decreased in 2019 compared to 2018. Excluding the impact of foreign currency, revenue decreased reflecting the impact of changes in legislation relatedto gambling advertisements in the U.K. and Italy that occurred in the third quarter of 2019, as well as overall market weakness.Sky Segment – Operating Costs and ExpensesProgramming and Production CostsExpenses primarily relate to content originating on Sky’s channels. These costs include the amortization of owned and acquired programming costs, sports rights,direct production costs, residual and participation payments, production overhead, and on-air talent costs. These expenses also include the fees associated withprogramming distribution agreements for channels owned by third parties, which are generally based on the number of customers who are able to watch theprogramming and the platforms on which the content is provided.Expenses were flat in 2019 compared to 2018. Excluding the impact of foreign currency, expenses increased primarily due to an increase in the cost of sportsprogramming contracts.Direct Network CostsExpenses primarily include costs directly related to the supply of high-speed internet and voice services, including wireless phone services, to Sky’s customers.This includes call costs, monthly wholesale access fees and other variable costs associated with Sky’s network. In addition, it includes the cost of mobile handsetssold to customers.Expenses increased in 2019 compared to 2018. Excluding the impact of foreign currency, expenses increased primarily due to increases in costs associated withSky’s wireless phone service as a result of increases in the number of customers receiving the service. 50Comcast 2019 Annual Report on Form 10-KTable of ContentsOther ExpensesExpenses include costs related to marketing, fees paid to third-party channels where Sky represents the advertising sales efforts, subscriber management, supplychain, transmission, technology, fixed networks and general administrative costs.Expenses decreased in 2019 compared to 2018. Excluding the impact of foreign currency, expenses decreased primarily due to contract termination costs and costsrelated to a settlement in the prior year, and a favorable settlement in the current year.We anticipate that expenses will increase in 2020 compared to 2019 due to the launch of high-speed internet service in Italy, as well as continued acceleration ofSky Q across all of our markets.Corporate and Other Results of OperationsYear ended December 31 (in millions)201920182017% Change 2018 to 2019% Change 2017 to 2018Revenue$333$513$864(35.0)%(40.7)%Operating costs and expenses1,3931,7721,973(21.3)(10.2)Adjustment for legal settlement—(125)(250)NMNMAdjustment for Sky transaction-related costs(180)(355)—NMNMAdjusted EBITDA$(880)$(779)$(859)(12.9)%9.3 %Percentage changes that are considered not meaningful are denoted with NM.Corporate and Other – RevenueRevenue primarily relates to Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania.Revenue decreased in 2019 primarily due to the sale of a controlling interest in our arena management-related businesses in the second quarter of 2018.Corporate and Other – Operating Costs and ExpensesExpenses primarily include overhead, personnel costs, the costs of other business initiatives, such as the development of Peacock and operating costs and expensesassociated with Comcast Spectacor.Expenses decreased in 2019 primarily due to costs directly related to the Sky transaction and a legal settlement in the prior year, as well as the absence of costsassociated with our arena management-related businesses. The decrease was partially offset by an increase in other costs associated with the Sky transaction,including expenses resulting from the replacement of share-based compensation awards and costs related to integration activities, as well as start up costsassociated with Peacock. Corporate and Other Adjusted EBITDA excludes Sky transaction-related costs and costs associated with a legal settlement.We plan to launch Peacock in 2020 and expect to incur significant costs to develop and scale our direct-to-consumer streaming service.Non-GAAP Financial MeasuresConsolidated Adjusted EBITDAAdjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as wellas to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expensethat results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. It is also unaffected byour capital and tax structures, and by our investment activities, including the results of entities that we do not consolidate, as our management excludes theseresults when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our consolidated operatingperformance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significantperformance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one ofthe bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directlycomparable to similar measures used by other companies.We define Adjusted EBITDA as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests and redeemablesubsidiary preferred stock, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and otheroperating gains and losses (such as impairment charges relatedComcast 2019 Annual Report on Form 10-K51 Table of Contentsto 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 ofcertain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance.We reconcile consolidated Adjusted EBITDA to net income attributable to Comcast Corporation. This measure should not be considered a substitute for operatingincome (loss), net income (loss), net income (loss) attributable to Comcast Corporation, or net cash provided by operating activities that we have reported inaccordance with GAAP.Reconciliation from Net Income Attributable to Comcast Corporation to Adjusted EBITDAYear ended December 31 (in millions)201920182017Net income attributable to Comcast Corporation$13,057$11,731$22,735Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock266131187Income tax (benefit) expense3,6733,380(7,569)Investment and other (income) loss, net(438)225(421)Interest expense4,5673,5423,086Depreciation8,6638,2817,914Amortization4,2902,7362,216Other operating gains—(341)(442)Adjustment for Sky transaction-related costs180355—Adjustment for legal settlement—125250Adjusted EBITDA$34,258$30,165$27,956Constant CurrencyConstant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects offoreign currency exchange rate fluctuations. Certain of our businesses, including Sky, have operations outside the United States that are conducted in localcurrencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. In our Skysegment, we use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful forinvestors to present operating results on a comparable basis year over year to evaluate its underlying performance.Constant currency and constant currency growth rates are calculated by comparing the prior year results adjusted to reflect the average exchange rates from thecurrent year rather than the actual exchange rates that were in effect during the respective prior year.Reconciliation of Sky Constant Currency Growth Rates 20192018% Change2018 to 2019Year ended December 31 (in millions, except per customer data)ActualConstantCurrencyConstantCurrencyGrowthRevenue Direct-to-consumer$15,53815,3261.4 %Content1,4321,19619.7Advertising2,2492,376(5.4)Total revenue19,21918,8981.7Operating costs and expenses Programming and production8,8658,4065.4Direct network costs1,7461,55512.3Other5,5096,173(10.8)Total operating costs and expenses16,12016,134(0.1)Adjusted EBITDA$3,099$2,76412.2 %Average monthly direct-to-consumer revenue per customer relationship$54.41$54.98(1.0)% 52Comcast 2019 Annual Report on Form 10-KTable of ContentsLiquidity and Capital ResourcesOur businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidityand capital requirements, including fixed charges, through our cash flows from operating activities; existing cash, cash equivalents and investments; availableborrowings under our existing credit facilities; and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion ofour cash flows in repaying our debt obligations, funding our capital expenditures, investing in business opportunities and returning capital to shareholders.We maintain significant availability under our revolving credit facilities and our commercial paper programs to meet our short-term liquidity requirements. Ourcommercial paper programs provide a lower-cost source of borrowing to fund our short-term working capital requirements. See Note 7 to Comcast’s consolidatedfinancial statements for additional information on our revolving credit facilities. As of December 31, 2019, amounts available under our revolving credit facilities,net of amounts outstanding under our commercial paper programs and outstanding letters of credit and bank guarantees, totaled $9.2 billion.Comcast, NBCUniversal and Comcast Cable are subject to the covenants and restrictions set forth in the indentures governing our public debt securities and in thecredit agreements governing the Comcast revolving credit facility. The financial covenant in the credit facility pertains to leverage, which is the ratio of debt toEBITDA, as defined in the credit facility. We test for compliance with this financial covenant on an ongoing basis. As of December 31, 2019, we met this financialcovenant by a significant margin. We do not expect to have to reduce debt or improve operating results in order to continue to comply with this financial covenant.In addition, the Universal Studios Japan term loans contain certain financial covenants. As of December 31, 2019, Universal Studios Japan was in compliance withall of these covenants.Operating ActivitiesComponents of Net Cash Provided by Operating ActivitiesYear ended December 31 (in millions)201920182017Operating income$21,125$19,009$18,018Depreciation, amortization and other operating gains12,95310,6769,688Noncash share-based compensation1,021826751Changes in operating assets and liabilities(2,335)(1,313)(546)Payments of interest(4,254)(2,897)(2,820)Payments of income taxes(3,231)(2,355)(4,057)Proceeds from investments and other418351227Net cash provided by operating activities$25,697$24,297$21,261The variance in changes in operating assets and liabilities in 2019 compared to 2018 was primarily related to the timing of film and television costs and ourbroadcast of the 2018 Super Bowl at NBCUniversal, partially offset by the timing of collections on receivables and our broadcast of the 2018 PyeongChangOlympics.The increase in interest payments in 2019 was primarily due to higher levels of debt outstanding, including the issuance of new debt in 2018 associated with thefinancing of the Sky transaction.The increase in income tax payments in 2019 was primarily due to reduced tax payments in 2018 as a result of federal income tax overpayments in 2017.Investing ActivitiesNet cash used in investing activities in 2019 consisted primarily of capital expenditures, purchases of investments, cash paid for intangible assets and theconstruction of Universal Beijing Resort. Net cash used in investing activities in 2018 consisted primarily of cash paid for acquisitions, cash paid for capitalexpenditures, cash paid for intangible assets and purchase of investments.Capital ExpendituresCapital expenditures increased in 2019 primarily due to the acquisition of Sky in the fourth quarter of 2018, with a full year of capital expenditures for 2019. Skycapital expenditures totaled $768 million in 2019, reflecting the continued deployment of Sky Q and high-speed internet services.Capital expenditures in our NBCUniversal segments increased 19.7% to $2.1 billion in 2019 primarily due to an increase in spending at our Universal themeparks, including construction of an additional theme park in Orlando, Florida.Our most significant recurring investing activity has been capital expenditures in our Cable Communications segment, and we expect that this will continue in thefuture. Cable Communications’ capital expenditures decreased 10.5% in 2019 compared toComcast 2019 Annual Report on Form 10-K53 Table of Contents2018 primarily due to lower spending on scalable infrastructure and customer premise equipment. The table below summarizes the capital expenditures weincurred in our Cable Communications segment in 2019, 2018 and 2017.Year ended December 31 (in millions)201920182017Customer premise equipment$2,659$2,917$3,337Scalable infrastructure2,0002,5552,369Line extensions1,3921,4841,367Support capital858767905Total$6,909$7,723$7,978We expect our capital expenditures for 2020 will be focused on the continued investment in scalable infrastructure to increase network capacity in our CableCommunications segment; increased investment in line extensions for the expansion of both business services and residential; and the continued deployment ofwireless gateways, our X1 platform, cloud DVR technology, Sky Q, and international OTT platforms. In addition, we expect to continue to invest in existing andnew attractions at our Universal theme parks, including the additional theme park being constructed in Orlando, Florida. Capital expenditures for subsequent yearswill depend on numerous factors, including acquisitions, competition, changes in technology, regulatory changes, the timing and rate of deployment of newservices, the capacity required for existing services, and the timing of new attractions at our theme parks.Cash Paid for Intangible AssetsIn 2019, cash paid for intangible assets increased primarily due to the acquisition of Sky in the fourth quarter of 2018, with a full year of expense included in ourresults of operations for 2019, and to a lesser extent, expenditures for software in our Cable Communications segment. Our Sky segment’s cash paid for intangibleassets totaled $707 million in 2019 and consisted primarily of expenditures for software development related to Sky Q and high-speed internet services. In 2018,cash paid for intangible assets consisted primarily of expenditures for software in our Cable Communication segment, and to a lesser extent, expenditures forsoftware in our NBCUniversal segments.Acquisitions and Construction of Real Estate PropertiesAcquisitions and construction of real estate properties primarily included the construction of the Comcast Technology Center in Philadelphia, Pennsylvania, whichwas completed in 2019.Construction of Universal Beijing ResortConstruction of Universal Beijing Resort includes costs related to the construction of the Universal theme park and resort in Beijing, China. See Note 8 toComcast’s consolidated financial statements and Note 7 to NBCUniversal’s consolidated financial statements for further information on Universal Beijing Resort.Purchases of InvestmentsPurchases of investments in 2019 and 2018 were primarily related to capital contributions to Hulu and Atairos.OtherOther investing activities in 2019 were primarily related to distributions received from equity method investments. Other investing activities in 2018 wereprimarily related to proceeds received from the sale of an investment and proceeds from the settlement of derivative contracts.Financing ActivitiesNet cash used in financing activities in 2019 consisted primarily of repayments of debt, dividend payments and repurchases of common stock under our employeeplans, partially offset by proceeds from issuance of senior notes and a collateralized obligation. Net cash provided by financing activities in 2018 consistedprimarily of proceeds from borrowings, including the financing of the Sky acquisition, partially offset by repayments of debt, repurchases of common stock underour share repurchase program and employee plans, and dividend payments.In 2019, we made debt repayments of $14.4 billion, including $6.1 billion of optional repayments of term loans due 2021 to 2023, $5.2 billion of senior notes due2020 and $3.0 billion of senior notes due 2019.In August 2019, we received proceeds of approximately $5.2 billion under a term loan facility due 2024 which is presented as a collateralized obligation, theprincipal amount of which is fully secured by the minimum guaranteed proceeds under the put/call provisions related to our investment in Hulu. In November2019, we issued $1.6 billion of senior notes due 2030, $1.35 billion of senior notes due 2039 and $1.8 billion of senior notes due 2050. The proceeds from thecollateralized obligation and the senior notes were used to repay debt. In 2019, we made borrowings of $728 million under the Universal Beijing Resort term loan. 54Comcast 2019 Annual Report on Form 10-KTable of ContentsIn 2019, we made net repayments of $673 million under our commercial paper programs and made net repayments of $615 million under Sky’s £1 billionrevolving credit facility, which was terminated in February 2019.In December 2019, we announced our election to exercise our option to redeem at par $1.49 billion of senior notes due 2046 in February 2020.We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of ouroutstanding public notes and debentures, depending on various factors, such as market conditions. See Note 7 to Comcast’s consolidated financial statements andNote 6 to NBCUniversal’s consolidated financial statements for additional information on our financing activities.Share Repurchases and DividendsEffective January 1, 2017, our Board of Directors increased our share repurchase program authorization to $12 billion, which does not have an expiration date. Asof December 31, 2019, $2 billion remained under this authorization. Under the authorization, we may repurchase shares in the open market or in privatetransactions. We have paused our share repurchase program in order to accelerate the reduction of indebtedness we incurred in connection with the acquisition ofSky, and no common shares were repurchased in 2019 under the authorization. Under our share repurchase program authorization, we repurchased a total of 140million shares of Class A common stock for $5.0 billion in 2018, and 131 million shares of Class A Common stock for $5.0 billion in 2017.Our Board of Directors declared quarterly dividends totaling $3.9 billion in 2019. We paid dividends of $3.7 billion in 2019. In January 2020, our Board ofDirectors approved a 10% increase in our dividend to $0.92 per share on an annualized basis. We expect to continue to pay quarterly dividends, although eachdividend is subject to approval by our Board of Directors.The chart below summarizes our dividends paid in 2019, 2018 and 2017. In addition, we paid $504 million and $320 million in 2019 and 2018, respectively,related to employee taxes associated with the administration of our share-based compensation plans.Dividends Paid(in billions) Comcast 2019 Annual Report on Form 10-K55 Table of ContentsContractual ObligationsPayment Due by PeriodAs of December 31, 2019 (in millions)TotalYear 1Years 2-3Years 4-5More than 5Debt obligations(a)$103,100$4,274$14,535$14,362$69,929Collateralized obligation(a)(b)5,166——5,166—Capital lease obligations79018117161377Operating lease obligations5,6268771,4601,0462,243Purchase obligations(c)66,55923,90217,5719,20015,886Other long-term liabilities reflected on the balance sheet(d)6,4932,0111,3531,0442,085Total(e)(f)$187,734$31,245$35,090$30,879$90,520Refer to Note 7 and Note 17 to Comcast’s consolidated financial statements.(a)Excludes interest payments.(b)Collateralized obligation relates to a $5.2 billion term loan facility, the principal amount of which is fully secured by the minimum guaranteed proceeds under the put/call provisions relatedto our investment in Hulu. See Note 10 to Comcast’s consolidated financial statements.(c)Purchase obligations consist of agreements to purchase goods and services that are legally binding on us and specify all significant terms, including fixed or minimum quantities to bepurchased and price provisions. Our purchase obligations related to Cable Communications and Sky include programming contracts with cable networks and local broadcast televisionstations; contracts with customer premise equipment manufacturers; contracts with communications vendors and multichannel video providers for which we provide advertising salesrepresentation; contracts to acquire handsets and other equipment; and other contracts entered into in the normal course of business. Cable Communications’ and Sky’s programmingcontracts include amounts payable under fixed or minimum guaranteed commitments and do not represent the total fees that are expected to be paid under programming contracts, which weexpect to be significantly higher because these contracts are generally based on the number of subscribers receiving the programming. Our purchase obligations related to NBCUniversaland Sky include commitments to acquire film and television programming, and broadcast rights relating to sporting events, such as the Olympics, as well as obligations under variouscreative talent agreements, including obligations to actors, producers and television personalities, and various other television commitments. Purchase obligations do not include contractswith immaterial future commitments.(d)Other long-term liabilities reflected on the balance sheet consist primarily of mandatorily redeemable subsidiary preferred shares; deferred compensation obligations; and postretirement,pension and postemployment benefit obligations. A contractual obligation with a carrying value of $1.1 billion is not included in the table above because it is uncertain if the arrangementwill be settled. The contractual obligation involves an interest held by a third party in the revenue of certain theme parks. The arrangement provides the counterparty with the right toperiodic payments associated with current period revenue and, beginning in June 2017, the option to require NBCUniversal to purchase the interest for cash in an amount based on acontractual formula. The contractual formula is based on an average of specified historical theme park revenue at the time of exercise, which amount could be significantly higher than thecarrying value. As of December 31, 2019, the value of the contractual obligation was $1.8 billion, based on inputs to the contractual formula as of that date. See Note 17 to Comcast’sconsolidated financial statements for additional information related to this arrangement. Liabilities for uncertain tax positions of $1.0 billion and the associated interest and penalties are notincluded in the table above because it is uncertain if or when these amounts will become payable. Our total recorded liability of $2.7 billion related to participations and residuals are alsonot included in the table above because we cannot make a reliable estimate of the period in which these obligations will be settled.(e)Our contractual obligations do not include our commitment to invest up to $5 billion at any one time as an investor in Atairos due to our inability to estimate the timing of this funding. Asof December 31, 2019, our remaining commitment is $2.2 billion based on the capital calls received as of that date (see Note 10 to Comcast’s consolidated financial statements).(f)Total contractual obligations are made up of the following components.(in millions) Liabilities recorded on the balance sheet$124,760Commitments not recorded on the balance sheet62,974Total$187,734Off-Balance Sheet ArrangementsAs of December 31, 2019, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financialcondition, results of operations, liquidity, capital expenditures or capital resources.Recent Accounting PronouncementsSee Note 9 to Comcast’s consolidated financial statements and Note 8 to NBCUniversal’s consolidated financial statements for additional information related torecent accounting pronouncements, including the impact of the adoption of the updated accounting guidance related to leases. 56Comcast 2019 Annual Report on Form 10-KTable of ContentsCritical Accounting Judgments and Estimates The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses,and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions thatwe believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities thatare not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.We believe our judgments and related estimates associated with the valuation and impairment testing of goodwill and cable franchise rights, the accounting forfilm and television costs, and the valuation of acquisition-related assets and liabilities are critical in the preparation of our consolidated financial statements.Management has discussed the development and selection of these critical accounting judgments and estimates with the Audit Committee of our Board ofDirectors, and the Audit Committee has reviewed our disclosures relating to them, which are presented below. See Notes 4, 8 and 12 to Comcast’s consolidatedfinancial statements.Valuation and Impairment Testing of Goodwill and Cable Franchise RightsWe assess the recoverability of our goodwill and indefinite-lived intangible assets, including cable franchise rights, annually, or more frequently whenever eventsor substantive changes in circumstances indicate that the assets might be impaired. The assessment of recoverability may first consider qualitative factors todetermine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or anindefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed.GoodwillGoodwill results from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in theacquisition. We test goodwill for impairment at the reporting unit level and have concluded that our reporting units are generally the same as our reportablesegments. We evaluate the determination of our reporting units periodically or whenever events or substantive changes in circumstances occur. When performing aquantitative assessment, we estimate the fair value of our reporting units primarily based on a discounted cash flow analysis that involves significant judgment,including market participant estimates of future cash flows expected to be generated by the business and the selection of discount rates. When analyzing the fairvalues indicated under discounted cash flow models, we also consider multiples of Adjusted EBITDA generated by the underlying assets, current markettransactions and profitability information.We performed a qualitative assessment for our reporting units in 2019. This assessment considered changes in our projected future cash flows and discount rates,recent market transactions and overall macroeconomic conditions. Based on this assessment, we concluded that it was more likely than not that the estimated fairvalues of our reporting units were higher than their carrying values and that the performance of a quantitative impairment test was not required. Assets andliabilities resulting from a business combination are initially recorded at fair value and the risk of goodwill impairment is reduced as the value of the businesses in areporting unit increases and as the carrying value of the reporting unit decreases due to the amortization of the historical cost of acquired long-lived assets overtime. Goodwill in our Cable Communications segment and our NBCUniversal segments has resulted from the combination of legacy businesses and newlyacquired businesses and as a result, the fair values of the reporting units are significantly in excess of the respective carrying values. The goodwill in our Skysegment resulted from our acquisition of Sky in the fourth quarter of 2018. Given this was a recent transaction, the fair value is in close proximity to the carryingvalue of the Sky reporting unit.Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including expected cash flows, competitivefactors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.Cable Franchise RightsOur cable franchise rights assets result from agreements we have with state and local governments that allow us to construct and operate a cable business within aspecified geographic area. The value of a franchise is derived from the economic benefits we receive from the right to solicit new customers and to marketadditional services in a particular service area. The amounts we record for cable franchise rights are primarily a result of cable system acquisitions. Typically whenwe acquire a cable system, the most significant asset we record is the value of the cable franchise rights. Often these cable system acquisitions include multiplefranchise areas. We currently serve approximately 6,400 franchise areas in the United States.We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or otherfactors which limit the period over which these rights will contribute to our cash flows. Accordingly, we do not amortize our cable franchise rights.Comcast 2019 Annual Report on Form 10-K57 Table of ContentsFor purposes of our impairment testing, we have grouped the recorded values of our various cable franchise rights into our three Cable Communications divisionsor units of account. We evaluate the unit of account periodically to ensure our impairment testing is performed at an appropriate level.When performing a quantitative assessment, we estimate the fair value of our cable franchise rights primarily based on a discounted cash flow analysis thatinvolves significant judgment, including the estimate of future cash flows and the selection of discount rates. When analyzing the fair values indicated under thediscounted cash flow models, we also consider multiples of Adjusted EBITDA generated by the underlying assets, current market transactions and profitabilityinformation.In 2019, we performed a qualitative assessment of our cable franchise rights. At the time of our previous quantitative assessment in 2018, the estimated fair valuesof our franchise rights exceeded the carrying value of the Northeast, Central and West divisions by 29%, 46% and 58%, respectively. We also considered variousfactors that would affect the estimated fair values of our cable franchise rights in our qualitative assessment, including changes in our projected future cash flowsassociated with our Cable Communications segment; market transactions and macroeconomic conditions; discount rates; and changes in our market capitalization.Based on this assessment, we concluded that it was more likely than not that the estimated fair values of our cable franchise rights were higher than the carryingvalues and that the performance of a quantitative impairment test was not required.Changes in market conditions, laws and regulations and key assumptions made in future quantitative assessments, including expected cash flows, competitivefactors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.Film and Television CostsWe capitalize film and television production costs, including direct costs, production overhead, print costs, development costs and interest. We amortizecapitalized film and television production costs, including acquired libraries, and accrue costs associated with participation and residual payments to programmingand production expenses. We generally record the amortization and the accrued costs using the individual film forecast computation method, which amortizes thecosts using the ratio of the current period’s revenue to estimated total remaining revenue from all sources (“ultimate revenue”). Estimates of ultimate revenue havea significant impact on how quickly capitalized costs are amortized and, therefore, are updated regularly.Our estimates of ultimate revenue for films generally include revenue from all sources that are expected to be earned within 10 years from the date of a film’sinitial release. These estimates are based on the historical performance of similar content, as well as factors unique to the content itself. The most sensitive factoraffecting our estimate of ultimate revenue for a film intended for theatrical release is the film’s theatrical performance, as subsequent revenue from the licensingand sale of a film has historically exhibited a high correlation to its theatrical performance. Upon a film’s release, our estimates of revenue from succeedingmarkets, including from content licensing across multiple platforms and home entertainment sales, are revised based on historical relationships and an analysis ofcurrent market trends.With respect to television series or other owned television programming, the most sensitive factor affecting our estimate of ultimate revenue is whether the seriescan be successfully licensed beyond its initial license. Initial estimates of ultimate revenue are limited to the amount of revenue contracted for each episode underthe initial license. Once it is determined that a television series or other owned television programming can be licensed for subsequent platforms, revenueestimates for these platforms, such as U.S. and international syndication, home entertainment, and other distribution platforms, are included in ultimate revenue.Revenue estimates for produced episodes include revenue expected to be earned within 10 years of delivery of the initial episode or, if still in production, 5 yearsfrom the delivery of the most recent episode, if later.We capitalize the costs of programming rights for content that we license but do not own at the earlier of when payments are made for the programming or whenthe license period begins and the content is made available for use. We amortize capitalized programming costs as the associated programs are broadcast. Werecognize the costs of multiyear, live-event sports programming rights as the rights are utilized over the contract term based on estimated relative value. Estimatedrelative value is generally based on the ratio of the current period revenue to the estimated ultimate revenue or the terms of the contract. Advance payments forrights to multiyear, live-event sports programming are included in programming rights.Capitalized film and television costs are subject to impairment testing when certain triggering events are identified. If the fair value of a production were to fallbelow its unamortized cost, we would record an adjustment for the amount by which the unamortized capitalized costs exceed the production’s fair value. The fairvalue assessment is generally based on estimated future discounted cash flows, which are supported by our internal forecasts. Adjustments to capitalized filmproduction costs were not material in any of the periods presented. 58Comcast 2019 Annual Report on Form 10-KTable of ContentsFair Value of Acquisition-Related Assets and LiabilitiesWe allocate the purchase price of acquired businesses to tangible and intangible assets and liabilities based on their estimated fair values. In determining fair value,management is required to make estimates and assumptions that affect the recorded amounts. Management’s estimates of fair value are based on assumptionsbelieved to be reasonable but that are inherently uncertain. As part of the estimation process, third-party valuation specialists are engaged to assist in the valuationof certain of these assets and liabilities.Our judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and depreciationand amortization methods, have a material impact on our consolidated financial statements. For instance, the determination of asset lives impacts our results ofoperations as different types of assets have different useful lives and certain assets may be considered to have indefinite useful lives.Intangible AssetsIntangible assets primarily consist of our estimates of fair value for finite-lived customer relationships and indefinite-lived trade names.Customer relationships were valued using a discounted cash flow analysis that involves significant judgment, including the estimate of future cash flows and theselection of discount rates. This measure of fair value also requires considerable judgments about future events, including attrition, contract renewal estimates andtechnology changes.In determining the estimated lives and method of amortization for finite-lived intangibles, we use a method and life that closely follows the undiscounted cashflows over the estimated life of the asset.Trade names were valued using the relief-from-royalty method, a form of the income approach. This measure of fair value requires considerable judgment aboutthe value a market participant would be willing to pay in order to achieve the benefits associated with the trade name.Property and EquipmentProperty and equipment includes customer premise equipment as well as network assets, real estate, and other machinery and equipment.Property and equipment was valued using the reproduction and replacement cost approaches as well as a cost approach for real estate. The reproduction andreplacement cost approaches measure the value of an asset by estimating the cost to acquire or construct comparable assets and adjust for the age and condition ofthe asset. The cost approach measures the value of real estate through an evaluation of recent, comparable transactions or current listings of available properties.Contractual ObligationsContractual obligations were adjusted to market rates using a combination of discounted cash flows and market assumptions, when available.Item 7A: Quantitative and Qualitative Disclosures About Market RiskInterest Rate Risk Management We maintain a mix of fixed-rate and variable-rate debt and we are exposed to the market risk of adverse changes in interest rates. In order to manage the cost andvolatility relating to the interest cost of our outstanding debt, we enter into various interest rate risk management derivative transactions in accordance with ourpolicy.We monitor our exposure to the risk of adverse changes in interest rates through the use of techniques that include market valuation and sensitivity analyses. Wedo not engage in any speculative or leveraged derivative transactions.Our interest rate derivative financial instruments, which primarily include cross currency swaps, represent an integral part of our interest rate risk managementprogram. These cross currency swaps effectively change our current fixed interest rates to different fixed interest rates.The effect of our interest rate derivative financial instruments to our consolidated interest expense was a decrease of $49 million in 2019, an increase of $2 millionin 2018, and a decrease of $5 million in 2017. The effect of NBCUniversal’s interest rate derivative financial instruments was not material to NBCUniversal’sconsolidated financial statements for any period presented. Interest rate derivative financial instruments may have a significant effect on consolidated interestexpense in the future.The table below summarizes as of December 31, 2019 by contractual year of maturity the principal amount of our debt, effective rates, and fair values subject tointerest rate risk maintained by us.Comcast 2019 Annual Report on Form 10-K59 Table of Contents(in millions)20202021202220232024ThereafterTotalEstimatedFair Value as ofDecember 31, 2019Debt Fixed rate debt$2,267$5,801$3,735$3,839$6,226$69,020$90,888$102,819Average interest rate4.4%3.2%4.9%2.6%3.3%4.3%4.1% Variable rate debt$2,188$3,324$1,847$3,824$533$1,286$13,002$13,023Average interest rate1.4%1.9%0.8%1.8%2.7%4.4%1.9% The average interest rates on our debt in the table above reflect the effects of our derivative financial instruments. We estimate interest rates on variable rate debtand swaps using the relevant average implied forward rates through the year of maturity based on the yield curve in effect on December 31, 2019, plus theapplicable borrowing margin.Additionally, we have a $5.2 billion variable rate term loan presented separately as a collateralized obligation that will mature in March 2024. We entered into aseries of variable-to-fixed rate interest rate swaps on $3.6 billion of this term loan with average pay rate and average receive rate related to these interest rate swapsof 1.23% and 1.80% as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the estimated fair value of the term loan was $5.2 billion and theestimated fair value of the related interest rate swaps was a net asset of $34 million.See Notes 1, 7 and 10 to Comcast’s and Notes 1 and 9 to NBCUniversal’s consolidated financial statements for additional information on our derivativeinstruments and hedging activities.Foreign Exchange Risk ManagementWe have significant operations in a number of countries outside the United States through Sky and NBCUniversal, and certain of our operations are conducted inforeign currencies. The value of these currencies fluctuates relative to the U.S. dollar. These changes could adversely affect the U.S. dollar equivalent value of ournon-U.S. dollar revenue and operating costs and expenses, which could negatively affect our business, financial condition and results of operations in a givenperiod or in specific territories.As part of our overall strategy to manage the level of exposure to the risk of foreign exchange rate fluctuations, we enter into derivative financial instrumentsrelated to a significant portion of our foreign currency exposure for transactions denominated in other than the functional currency. We enter into foreign currencyforward contracts that change in value as currency exchange rates fluctuate to protect the functional currency equivalent value of non-functional currencydenominated assets, liabilities, commitments, and forecasted non-functional currency revenue and expenses. In accordance with our policy, we hedge forecastedforeign currency transactions for periods generally not to exceed 30 months. As of December 31, 2019 and 2018, we had foreign exchange contracts ontransactions other than debt with a total notional value of $6.3 billion and $5.8 billion, respectively, including contracts at NBCUniversal of $1.4 billion and $1.2billion, respectively. As of December 31, 2019 and 2018, the aggregate estimated fair value of these foreign exchange contracts was not material.We use cross-currency swaps as cash flow hedges for foreign currency denominated debt obligations when those obligations are denominated in a currency otherthan the functional currency. Cross-currency swaps effectively convert foreign currency denominated debt to debt denominated in the functional currency, whichhedge currency exchange risks associated with foreign currency denominated cash flows such as interest and principal debt repayments. As of both December 31,2019 and 2018, we had cross-currency swaps designated as cash flow hedges on $3.7 billion of our foreign currency denominated debt. As of December 31, 2019and 2018, the aggregate estimated fair values of cross-currency swaps designated as cash flow hedges were a net asset of $373 million and $399 million,respectively.We are also exposed to foreign exchange risk on the consolidation of our foreign operations. We have foreign currency denominated debt and use cross-currencyswaps to hedge our net investments in certain of these subsidiaries. Transaction gains and losses resulting from currency movements on debt and changes in fairvalue of cross-currency swaps designated as net investment hedges are recorded within the currency translation adjustments component of accumulated othercomprehensive income (loss). The aggregate amount of our net investment in foreign subsidiaries that have been hedged using cross-currency swaps and foreigncurrency denominated debt was $14.0 billion and $15.6 billion, as of December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the aggregateestimated fair value of the cross-currency swaps was a net liability of $373 million and $587 million, respectively. As of December 31, 2019 and 2018, there werepre-tax cumulative translation gains of $339 million and pre-tax cumulative translation losses of $4 million, respectively, related to these net investment hedgesrecorded in accumulated other comprehensive income (loss).We have analyzed our foreign currency exposure related to our foreign operations as of December 31, 2019, including our hedging contracts, to identify assets andliabilities denominated in a currency other than their functional currency. For those assets and 60Comcast 2019 Annual Report on Form 10-KTable of Contentsliabilities, we then evaluated the effect of a hypothetical 10% shift in currency exchange rates, inclusive of the effects of derivatives. The results of our analysisindicate that such a shift in exchange rates would not have a material impact on our 2019 net income attributable to Comcast Corporation.Counterparty Credit Risk ManagementWe manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the creditworthinessof counterparties. Although we may be exposed to losses in the event of nonperformance by counterparties, we do not expect such losses, if any, to be significant.We have agreements with certain counterparties that include collateral provisions. These provisions require a party with an aggregate unrealized loss position inexcess of certain thresholds to post cash collateral for the amount in excess of the threshold. The threshold levels in our collateral agreements are based on our andthe counterparty’s credit ratings. As of December 31, 2019 and 2018, we were not required to post collateral under the terms of these agreements, nor did we holdany collateral under the terms of these agreements.Comcast 2019 Annual Report on Form 10-K61 Table of ContentsItem 8: Comcast Corporation Financial Statements and Supplementary Data IndexPageReport of Management63 Report of Independent Registered Public Accounting Firm64 Consolidated Statement of Income66 Consolidated Statement of Comprehensive Income67 Consolidated Statement of Cash Flows68 Consolidated Balance Sheet69 Consolidated Statement of Changes in Equity70 Notes to Consolidated Financial Statements71NBCUniversal Media, LLCSee Index to NBCUniversal Media, LLC Financial Statements and Supplementary Data on page 123. 62Comcast 2019 Annual Report on Form 10-KTable of ContentsReport of ManagementManagement’s Report on Comcast’s Financial StatementsOur management is responsible for the preparation, integrity and fair presentation of information in Comcast’s consolidated financial statements, includingestimates and judgments. The consolidated financial statements presented in this report have been prepared in accordance with accounting principles generallyaccepted in the United States. Our management believes the Comcast consolidated financial statements and other financial information included in this reportfairly present, in all material respects, Comcast’s financial condition, results of operations and cash flows as of and for the periods presented in this report. TheComcast consolidated financial statements have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in theirreport, which is included herein.Management’s Report on Comcast’s Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our system of internal control overfinancial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States.Our internal control over financial reporting includes those policies and procedures that:•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of ourassets.•Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance withaccounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance withauthorizations of our management and our directors.•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statements.Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detectmisstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our managementconcluded that Comcast’s system of internal control over financial reporting was effective as of December 31, 2019. The effectiveness of Comcast’s internalcontrols over financial reporting of Comcast has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in theirreport, which is included herein.Audit Committee OversightThe Audit Committee of the Board of Directors, which is comprised solely of independent directors, has oversight responsibility for our financial reporting processand the audits of Comcast’s consolidated financial statements and internal control over financial reporting. The Audit Committee meets regularly withmanagement and with our internal auditors and independent registered public accounting firm (collectively, the “auditors”) to review matters related to the qualityand integrity of our financial reporting, internal control over financial reporting (including compliance matters related to our Code of Conduct), and the nature,extent, and results of internal and external audits. Our auditors have full and free access and report directly to the Audit Committee. The Audit Committeerecommended, and the Board of Directors approved, that the Comcast audited consolidated financial statements be included in this Form 10-K. /s/ BRIAN L. ROBERTS /s/ MICHAEL J. CAVANAGH /s/ DANIEL C. MURDOCKBrian L. Roberts Michael J. Cavanagh Daniel C. MurdockChairman andChief Executive Officer Senior Executive Vice President andChief Financial Officer Senior Vice President, ChiefAccounting Officer and ControllerComcast 2019 Annual Report on Form 10-K63 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders ofComcast CorporationPhiladelphia, PennsylvaniaOpinions on the Consolidated Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of Comcast Corporation and subsidiaries (the “Company”) as of December 31, 2019 and 2018, therelated consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31,2019, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting asof December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ofthe Treadway Commission (COSO).In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accountingprinciples generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal controlover financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.Basis for OpinionsThe Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessmentof the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Comcast’s Internal Control OverFinancial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financialreporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and arerequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control overfinancial reporting was maintained in all material respects.Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to erroror fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosuresin the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluatingthe overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Critical Audit MattersThe critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required tobe communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especiallychallenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, takenas a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts ordisclosures to which they relate.Acquisition of Sky Limited - Refer to Note 8 to the financial statementsCritical Audit Matter DescriptionThe Company obtained a controlling interest in Sky Limited (“Sky”) for $39.4 billion on October 9, 2018 and finalized the purchase price allocation in 2019. TheCompany accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, 64Comcast 2019 Annual Report on Form 10-KTable of ContentsReport of Independent Registered Public Accounting Firmthe purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $19.5billion and resulting goodwill of $31.3 billion.The assets acquired and liabilities assumed included, among others, certain customer relationships, trade names, and contractual obligations. The fair valuedetermination of these assets and liabilities required management to make significant estimates and assumptions, including future cash flows and discount rates aswell as royalty rates and current market rates for trade names and contractual obligations, respectively. Given the judgments necessary to estimate the fair valuedetermination, auditing these estimates involved especially subjective judgment and involved the use of fair value specialists.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the significant estimates and assumptions used in the valuation of customer relationships, trade names, and contractual obligationsincluded the following, among others:•We tested the effectiveness of management’s controls over the valuation of assets and liabilities, including management’s controls over forecasts of futurecash flows, assumptions of market rates for contractual obligations, and selection of the discount rates and royalty rates.•We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results and certain peercompanies.•We assessed the reasonableness of management’s assumptions of current market rates for contractual obligations by comparing the rates to historicalcontractual rates and industry data for similar contracts.•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates, and royalty ratesby:◦Testing the source information underlying the determination of the discount rates and royalty rates and testing the mathematical accuracy of thecalculations.◦Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected bymanagement.Film and Television Costs - Refer to Note 4 to the financial statementsCritical Audit Matter DescriptionThe Company amortizes capitalized film and television production costs using the individual film forecast computation method, which amortizes such costs usingthe ratio of current period revenue to the total remaining revenue forecasted to be realized, also known as “ultimate revenue.” In addition, the Company recognizesthe costs of multiyear, live-event sports programming rights as the rights are utilized over the contractual term based on estimated relative value. Estimated relativevalue is generally based on the ratio of current period revenue to the estimated ultimate revenue or the terms of the contract. The estimates of ultimate revenue havea significant impact on the rate at which capitalized costs are amortized.The determination of ultimate revenue for capitalized film and television costs requires the Company to make significant estimates of future revenue based onanticipated release patterns, public acceptance, and historical results for similar productions. The determination of ultimate revenue for multiyear, live-event sportsprogramming rights requires the Company to make significant estimates of future revenue based on historical and expected trends in the advertising market as wellas the number of subscribers receiving or viewing the sports programming. Given the judgments necessary to estimate ultimate revenue, auditing these estimatesinvolved especially subjective judgment.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to forecasts of ultimate revenue for individual film or television productions and for sports programming rights included thefollowing, among others:•We tested the effectiveness of management’s controls over its amortization of film and television costs and sports programming rights, including controlsover forecasts of ultimate revenue.•We evaluated the historical accuracy of management’s forecast of future revenues by comparing actual results to management’s historical estimates ofultimate revenue.•For film and television productions, we tested management’s selection of inputs and assumptions, including considering the historical performance ofsimilar titles, factors unique to the individual film or television production, and third-party projections./s/ Deloitte & Touche LLPPhiladelphia, PennsylvaniaJanuary 30, 2020We have served as the Company’s auditor since 1963.Comcast 2019 Annual Report on Form 10-K65 Table of ContentsComcast CorporationConsolidated Statement of IncomeYear ended December 31 (in millions, except per share data)2019 2018 2017Revenue$108,942 $94,507 $85,029Costs and Expenses: Programming and production34,440 29,692 25,355Other operating and administrative32,807 28,094 25,449Advertising, marketing and promotion7,617 7,036 6,519Depreciation8,663 8,281 7,914Amortization4,290 2,736 2,216Other operating gains— (341) (442)Total costs and expenses87,817 75,498 67,011Operating income21,125 19,009 18,018Interest expense(4,567) (3,542) (3,086)Investment and other income (loss), net438 (225) 421Income before income taxes16,996 15,242 15,353Income tax (expense) benefit(3,673) (3,380) 7,569Net income13,323 11,862 22,922Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock266 131 187Net income attributable to Comcast Corporation$13,057 $11,731 $22,735Basic earnings per common share attributable to Comcast Corporation shareholders$2.87 $2.56 $4.83Diluted earnings per common share attributable to Comcast Corporation shareholders$2.83 $2.53 $4.75See accompanying notes to consolidated financial statements. 66Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationConsolidated Statement of Comprehensive IncomeYear ended December 31 (in millions)2019 2018 2017Net income$13,323 $11,862 $22,922Unrealized gains (losses) on marketable securities, net of deferred taxes of $—, $(1) and $253 1 (42)Deferred gains (losses) on cash flow hedges, net of deferred taxes of $(4), $(3) and $(35)19 50 60Amounts reclassified to net income: Realized (gains) losses on marketable securities, net of deferred taxes of $—, $— and $1— — (1)Realized (gains) losses on cash flow hedges, net of deferred taxes of $(10), $(4) and $2265 (6) (37)Employee benefit obligations, net of deferred taxes of $16, $(2) and $(24)(60) 7 41Currency translation adjustments, net of deferred taxes of $(66), $9 and $(40)1,375 (916) 147Comprehensive income14,725 10,998 23,090Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock266 131 187Less: Other comprehensive income (loss) attributable to noncontrolling interests(13) (41) 81Comprehensive income attributable to Comcast Corporation$14,472 $10,908 $22,822See accompanying notes to consolidated financial statements.Comcast 2019 Annual Report on Form 10-K67 Table of ContentsComcast CorporationConsolidated Statement of Cash FlowsYear ended December 31 (in millions)2019 2018 2017Operating Activities Net income$13,323 $11,862 $22,922Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and other operating gains12,953 10,676 9,688Share-based compensation1,021 826 751Noncash interest expense (income), net417 364 272Net (gain) loss on investment activity and other(20) 576 (194)Deferred income taxes563 290 (10,646)Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: Current and noncurrent receivables, net(57) (802) (869)Film and television costs, net(929) (395) (197)Accounts payable and accrued expenses related to trade creditors(347) (394) 173Other operating assets and liabilities(1,227) 1,294 (639)Net cash provided by operating activities25,697 24,297 21,261Investing Activities Capital expenditures(9,953) (9,774) (9,550)Cash paid for intangible assets(2,475) (1,935) (1,605)Acquisitions and construction of real estate properties(54) (143) (418)Construction of Universal Beijing Resort(1,116) (460) (71)Acquisitions, net of cash acquired(370) (38,219) (532)Proceeds from sales of businesses and investments886 141 150Purchases of investments(1,899) (1,257) (2,292)Other140 793 785Net cash provided by (used in) investing activities(14,841) (50,854) (13,533)Financing Activities Proceeds from (repayments of) short-term borrowings, net(1,288) 379 (1,905)Proceeds from borrowings5,479 44,781 11,466Proceeds from collateralized obligation5,175 — —Repurchases and repayments of debt(14,354) (8,798) (6,364)Repurchases of common stock under repurchase program and employee plans(504) (5,320) (5,435)Dividends paid(3,735) (3,352) (2,883)Purchase of Universal Studios Japan noncontrolling interests— — (2,299)Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock(311) (277) (252)Other357 (273) 100Net cash provided by (used in) financing activities(9,181) 27,140 (7,572)Impact of foreign currency on cash, cash equivalents and restricted cash5 (245) —Increase (decrease) in cash, cash equivalents and restricted cash1,680 338 156Cash, cash equivalents and restricted cash, beginning of year3,909 3,571 3,415Cash, cash equivalents and restricted cash, end of year$5,589 $3,909 $3,571See accompanying notes to consolidated financial statements. 68Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationConsolidated Balance SheetDecember 31 (in millions, except share data)2019 2018Assets Current Assets: Cash and cash equivalents$5,500 $3,814Receivables, net11,292 11,104Programming rights3,877 3,746Other current assets4,723 3,184Total current assets25,392 21,848Film and television costs8,933 7,837Investments6,989 7,883Investment securing collateralized obligation694 —Property and equipment, net48,322 44,437Goodwill68,725 66,154Franchise rights59,365 59,365Other intangible assets, net36,128 38,358Other noncurrent assets, net8,866 5,802Total assets$263,414 $251,684Liabilities and Equity Current Liabilities: Accounts payable and accrued expenses related to trade creditors$10,826 $8,494Accrued participations and residuals1,730 1,808Deferred revenue2,768 2,182Accrued expenses and other current liabilities10,516 10,721Current portion of long-term debt4,452 4,398Total current liabilities30,292 27,603Long-term debt, less current portion97,765 107,345Collateralized obligation5,166 —Deferred income taxes28,180 27,589Other noncurrent liabilities16,765 15,329Commitments and contingencies (Note 17) Redeemable noncontrolling interests and redeemable subsidiary preferred stock1,372 1,316Equity: Preferred stock—authorized, 20,000,000 shares; issued, zero— —Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 5,416,381,298 and 5,389,309,175;outstanding, 4,543,590,270 and 4,516,518,14754 54Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375— —Additional paid-in capital38,447 37,461Retained earnings50,695 41,983Treasury stock, 872,791,028 Class A common shares(7,517) (7,517)Accumulated other comprehensive income (loss)1,047 (368)Total Comcast Corporation shareholders’ equity82,726 71,613Noncontrolling interests1,148 889Total equity83,874 72,502Total liabilities and equity$263,414 $251,684See accompanying notes to consolidated financial statements.Comcast 2019 Annual Report on Form 10-K69 Table of ContentsComcast CorporationConsolidated Statement of Changes in Equity(in millions, except per share data)2019 2018 2017Redeemable Noncontrolling Interests and Redeemable Subsidiary Preferred Stock Balance, beginning of year$1,316 $1,357 $1,446Contributions from (distributions to) noncontrolling interests, net(62) (56) (39)Other(38) (43) (123)Net income (loss)156 58 73Balance, end of year$1,372 $1,316 $1,357 Class A common stock Balance, beginning of year$54 $55 $56Repurchases of common stock under repurchase program and employee plans— (1) (1)Balance, end of year$54 $54 $55 Class B common stock Balance, beginning and end of year$— $— $— Additional Paid-In Capital Balance, beginning of year$37,461 $37,497 $38,230Stock compensation plans783 607 554Repurchases of common stock under repurchase program and employee plans(34) (920) (832)Employee stock purchase plans222 214 190Purchase of Universal Studios Japan noncontrolling interests— — (696)Other15 63 51Balance, end of year$38,447 $37,461 $37,497 Retained Earnings Balance, beginning of year$41,983 $38,202 $23,065Cumulative effects of adoption of accounting standards— (43) —Repurchases of common stock under repurchase program and employee plans(485) (4,408) (4,623)Dividends declared(3,860) (3,499) (2,975)Net income (loss)13,057 11,731 22,735Balance, end of year$50,695 $41,983 $38,202 Treasury Stock at Cost Balance, beginning and end of year$(7,517) $(7,517) $(7,517) Accumulated Other Comprehensive Income (Loss) Balance, beginning of year$(368) $379 $98Cumulative effects of adoption of accounting standards— 76 —Other comprehensive income (loss)1,415 (823) 87Purchase of Universal Studios Japan noncontrolling interests— — 194Balance, end of year$1,047 $(368) $379 Noncontrolling Interests Balance, beginning of year$889 $843 $2,231Other comprehensive income (loss)(13) (41) 81Contributions from (distributions to) noncontrolling interests, net176 294 (108)Purchase of Universal Studios Japan noncontrolling interests— — (1,736)Other(14) (280) 261Net income (loss)110 73 114Balance, end of year$1,148 $889 $843Total equity$83,874 $72,502 $69,459Cash dividends declared per common share$0.84 $0.76 $0.63See accompanying notes to consolidated financial statements. 70Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationNotes to Consolidated Financial StatementsNote 1: Basis of Presentation and Summary of Significant Accounting PoliciesWe are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We present our operations for (1)Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportable business segments: CableNetworks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable businesssegment. See Note 2 for additional information on our reportable business segments.Basis of PresentationThe accompanying consolidated financial statements include all entities in which we have a controlling voting interest and variable interest entities (“VIEs”)required to be consolidated in accordance with generally accepted accounting principles in the United States (“GAAP”).We translate assets and liabilities of our foreign operations where the functional currency is the local currency, primarily the British pound, euro, Japanese yen andChinese renminbi, into U.S. dollars at the exchange rate as of the balance sheet date and translate revenue and expenses using average monthly exchange rates. Therelated translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in our consolidated balance sheet. Any foreigncurrency transaction gains or losses are included in our consolidated statement of income.ReclassificationsReclassifications have been made to our consolidated financial statements for the prior periods to conform to classifications used in 2019. See Note 9 for adiscussion of the effects of the adoption of new accounting pronouncements on our consolidated financial statements.Accounting PoliciesOur consolidated financial statements are prepared in accordance with GAAP, which require us to select accounting policies, including in certain cases industry-specific policies, and make estimates that affect the reported amount of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets andcontingent liabilities. Actual results could differ from these estimates. We believe that the judgments and related estimates for the following items are critical in thepreparation of our consolidated financial statements:•valuation and impairment testing of goodwill and cable franchise rights (see Note12)•film and television costs (see Note4)•fair value of acquisition-related assets and liabilities (see Note8)In addition, the following accounting policies are specific to the industries in which we operate:•capitalization and amortization of film and television costs (see Note4)•costs for connecting customers to our cable systems (see Note11)Information on other accounting policies and methods that we use in the preparation of our consolidated financial statements are included, where applicable, intheir respective footnotes that follow. The collateralized obligation related to our investment in Hulu is discussed in Note 10 and our other long-term debt isdiscussed in Note 7. Below is a discussion of accounting policies and methods used in our consolidated financial statements that are not presented within otherfootnotes.Advertising ExpensesAdvertising costs are expensed as incurred.Derivative Financial InstrumentsWe use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates, foreign exchange rates and equity prices.Our objective is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gainsand losses on the derivatives used to economically hedge them.Our derivative financial instruments are recorded in our consolidated balance sheet at fair value. We designate certain derivative instruments as cash flow hedgesof forecasted foreign currency denominated transactions, including cash flows associated with non-functional currency debt and non-functional currency revenuesand expense. Changes in the fair value of derivative instruments accounted for as cash flow hedges are recorded as a component of accumulated othercomprehensive income (loss) until the hedged item affects earnings. For derivatives not designated as cash flow hedges, changes in fair value are recognized inearnings.Comcast 2019 Annual Report on Form 10-K71 Table of ContentsComcast CorporationRefer to Note 7 for further information on derivative instruments related to debt. The impact of our remaining derivative financial instruments was not material toour consolidated financial statements in any of the periods presented.Fair Value MeasurementsThe accounting guidance related to fair value measurements establishes a hierarchy based on the types of inputs used for the various valuation techniques. Thelevels of the hierarchy are described below.•Level 1: Values are determined using quoted market prices for identical financial instruments in an activemarket•Level 2: Values are determined using quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets thatare not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets•Level 3: Values are determined using models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similartechniques, as well as instruments for which the determination of fair value requires significant management judgment or estimationWe use these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis,such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respectivefootnotes. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation and classificationwithin the fair value hierarchy.Note 2: Segment InformationCable Communications is a leading provider of high-speed internet, video, voice, wireless, and security and automation services to residential customers in theUnited States under the Xfinity brand; we also provide these and other services to business customers and sell advertising. As of December 31, 2019, our cablesystems had 31.5 million total customer relationships, including 29.1 million residential and 2.4 million business customer relationships, of which 28.6 millionreceived our high-speed internet service, 21.3 million received our video service, 11.3 million received our voice service, and 1.4 million received our security andautomation service. As of December 31, 2019, there were 2.1 million activated lines that received our wireless phone service.Cable Networks consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content; our regionalsports and news networks; our international cable networks; our cable television studio production operations; and various digital properties.Broadcast Television consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, theNBC Universo national cable network, our broadcast television studio production operations, and various digital properties.Filmed Entertainment consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide;our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.Theme Parks consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, we are developing atheme park in Beijing, China along with a consortium of Chinese state-owned companies, and an additional theme park in Orlando, Florida.Sky is one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-speed internet, voice andwireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks. As of December 31,2019, Sky had 24.0 million retail customer relationships.We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to Comcast Corporation excludedfrom Adjusted EBITDA are not separately evaluated. Beginning in the first quarter of 2019, Comcast Cable’s wireless phone service and certain other Cable-related business development initiatives are presented in the Cable Communications segment. Results were previously presented in Corporate and Other. Priorperiods have been adjusted to reflect this presentation. We do not present a measure of total assets for our reportable business segments as this information is notused by management to allocate resources and capital. Our financial data by business segment is presented in the tables below. 72Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast Corporation(in millions)RevenueAdjusted EBITDA(d)Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2019 Cable Communications$58,082$23,266$7,994$6,909$1,426NBCUniversal Cable Networks11,5134,4447354117Broadcast Television10,2611,73015716115Filmed Entertainment6,493833792122Theme Parks5,9332,4556961,60560Headquarters and Other(a)83(689)462244171Eliminations(b)(316)(1)———NBCUniversal33,9678,7722,1292,072285Sky19,2193,0992,699768707Corporate and Other(c)333(880)13120457Eliminations(b)(2,659)1———Comcast Consolidated$108,942$34,258$12,953$9,953$2,475(in millions)RevenueAdjusted EBITDA(d)Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2018 Cable Communications$56,033$21,681$8,262$7,723$1,346NBCUniversal Cable Networks(e)11,7734,4287384223Broadcast Television(e)11,4391,65714620481Filmed Entertainment7,1527341453525Theme Parks5,6832,4556601,143173Headquarters and Other(a)63(680)419306146Eliminations(b)(e)(349)4———NBCUniversal35,7618,5982,1081,730448Sky4,587692539222137Corporate and Other(c)513(779)108994Eliminations(b)(e)(2,387)(27)———Comcast Consolidated$94,507$30,165$11,017$9,774$1,935(in millions)RevenueAdjusted EBITDA(d)Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2017 Cable Communications$53,399$20,555$8,019$7,978$1,294NBCUniversal Cable Networks10,4974,0537553319Broadcast Television9,5631,25113318022Filmed Entertainment7,5951,2761095823Theme Parks5,4432,38464896078Headquarters and Other(a)45(741)396271153Eliminations(b)(307)(5)———NBCUniversal32,8368,2182,0411,502295Corporate and Other(c)864(859)707016Eliminations(b)(2,070)42———Comcast Consolidated$85,029$27,956$10,130$9,550$1,605Comcast 2019 Annual Report on Form 10-K73 Table of ContentsComcast Corporation(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 our Cable Networks; for segment reporting, this revenue is recognized as theprogramming 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 isdelivered and available for use by Sky(c)Corporate and Other activities include costs associated with overhead and personnel, revenue and expenses associated with the operations of Comcast Spectacor, which owns thePhiladelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania, and other business initiatives, such as the development of Peacock.(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 andamortization 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-periodcomparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes ispresented in the table below.Year ended December 31 (in millions)201920182017Adjusted EBITDA$34,258$30,165$27,956Adjustment for legal settlement—(125)(250)Adjustment for Sky transaction-related costs(180)(355)—Depreciation(8,663)(8,281)(7,914)Amortization(4,290)(2,736)(2,216)Other operating gains—341442Interest expense(4,567)(3,542)(3,086)Investment and other income (loss), net438(225)421Income before income taxes$16,996$15,242$15,353(e)The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in Cable Networks and Broadcast Television. The revenueand operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in Broadcast Television. Included in Eliminations are transactions relating to theseevents that Broadcast Television and Cable Networks enter into with other segments. 74Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationNote 3: RevenueYear ended December 31 (in millions)2019 2018 2017Residential: High-speed internet$18,752 $17,144 $15,681Video22,270 22,455 22,874Voice3,879 3,960 4,090Wireless1,167 890 329Business services7,795 7,129 6,437Advertising2,465 2,795 2,450Other1,754 1,660 1,538Total Cable Communications(a)(b)58,082 56,033 53,399 Distribution6,790 6,826 6,081Advertising3,478 3,587 3,359Content licensing and other1,245 1,360 1,057Total Cable Networks11,513 11,773 10,497 Advertising5,712 7,010 5,654Content licensing2,157 2,182 2,114Distribution and other2,392 2,247 1,795Total Broadcast Television10,261 11,439 9,563 Theatrical1,469 2,111 2,192Content licensing3,045 2,899 2,956Home entertainment957 1,048 1,287Other1,022 1,094 1,160Total Filmed Entertainment6,493 7,152 7,595 Total Theme Parks5,933 5,683 5,443Headquarters and Other83 63 45Eliminations(c)(316) (349) (307)Total NBCUniversal33,967 35,761 32,836 Direct-to-consumer15,538 3,632 —Content1,432 304 —Advertising2,249 651 —Total Sky19,219 4,587 — Corporate and Other(b)333 513 864Eliminations(c)(2,659) (2,387) (2,070)Total revenue$108,942 $94,507 $85,029(a)For 2019, 2018 and 2017, 2.6%, 2.6% and 2.8%, respectively, of Cable Communications segment revenue was derived from franchise and other regulatory fees.(b)Comcast Cable’s wireless phone service is now presented in the Cable Communications segment. Results were previously presented in Corporate and Other.(c)Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.We operate primarily in the United States but also in select international markets. The table below summarizes revenue by geographic location.Year ended December 31 (in millions)2019 2018 2017United States$82,952 $82,233 $77,246Europe21,553 7,721 3,190Other4,437 4,553 4,593Total revenue$108,942 $94,507 $85,029No single customer accounted for a significant amount of revenue in any period presented.Comcast 2019 Annual Report on Form 10-K75 Table of ContentsComcast CorporationCable Communications SegmentResidentialRevenue is generated from subscribers to our high-speed internet, video, voice, wireless and security and automation services, which we market individually andas bundled services at a discounted rate in the United States. Revenue from customers that purchase bundled services at a discounted rate is allocated between theseparate services based on the respective stand-alone selling prices. The stand-alone selling prices are determined based on the current prices at which weseparately sell the services. Significant judgment is used to determine performance obligations that should be accounted for separately and the allocation of revenuewhen services are combined in a bundle. Revenue related to our security and automation services is reported in other revenue.We recognize revenue as the services are provided on a monthly basis. Subscription rates and related charges vary according to the services and features customersreceive. Customers are typically billed in advance and pay on a monthly basis. Installation fees are deferred and recognized as revenue over the period of benefit tothe customer, which is less than a year for residential customers. While a portion of our customers are subject to contracts for their services, which are typically 1to 2 years in length, based on our evaluation of the terms of these contracts, we recognize revenue for these services on a basis that is consistent with our customersthat are not subject to contracts. Our services generally involve customer premise equipment, such as set-top boxes, cable modems and wireless gateways. Thetiming and pattern of recognition for customer premise equipment revenue are consistent with those of our services. We recognize revenue from the sale of wirelesshandsets at the point of sale. Sales commissions are expensed as incurred, as the related period of benefit is less than a year.Under the terms of cable franchise agreements, we are generally required to pay the cable franchising authority an amount based on gross video revenue. Wegenerally pass these and other similar fees through to our customers and classify these fees in the respective Cable Communications services revenue, with thecorresponding costs included in other operating and administrative expenses.Business ServicesRevenue is generated from subscribers to a variety of our products and services which are offered to businesses. Our service offerings for small business locationsprimarily include high-speed internet services, as well as voice and video services, that are similar to those provided to residential customers, as well as cloud-based cybersecurity services, wireless backup connectivity, advanced Wi-Fi solutions, video monitoring services and cloud-based services that provide filesharing, online backup and web conferencing, among other features. We also offer Ethernet network services that connect multiple locations and provide higherdownstream and upstream speed options to medium-sized customers and larger enterprises, as well as advanced voice services, along with video solutions thatserve hotels and other large venues. In addition, we provide cellular backhaul services to mobile network operators to help them manage their network bandwidth.We have expanded our service offerings to include a software-defined networking product for medium-sized and enterprise customers. Larger enterprises may alsoreceive support services related to Wi-Fi networks, router management, network security, business continuity risks and other services. These service offerings areprimarily provided to Fortune 1000 companies and other large enterprises with multiple locations both within and outside of our cable distribution footprint, wherewe have agreements with other companies to use their networks to provide coverage outside of our service areas.We recognize revenue as the services are provided on a monthly basis. Substantially all of our customers are initially under contracts, with terms typically rangingfrom 2 years for small and medium-sized businesses to up to 5 years for larger enterprises. At any given time, the amount of future revenue to be earned related tofixed pricing under existing agreements is equal to approximately half of our annual business services revenue, of which the substantial majority will be recognizedwithin 2 years. Customers with contracts may only discontinue service in accordance with the terms of their contracts. We receive payments based on a billingschedule established in our contracts, which is typically on a monthly basis. Installation revenue and sales commissions are generally deferred and recognized overthe respective contract terms.AdvertisingRevenue is generated from the sale of advertising and technology, tools and solutions relating to advertising businesses. As part of distribution agreements withcable networks, we generally receive an allocation of scheduled advertising time that we sell to local, regional and national advertisers. In most cases, the availableadvertising units are sold by our sales force. We also represent the advertising sales efforts of other multichannel video providers in some markets. Since we areacting as the principal in these arrangements, we record the advertising that is sold in advertising revenue and the fees paid to multichannel video providers in otheroperating and administrative expenses. In some cases, we work with representation firms as an extension of our sales force to sell a portion of the advertising unitsallocated to us and record the revenue net of agency commissions. In addition, we generate revenue from the sale of advertising on digital platforms. We enter intoadvertising arrangements with customers and have determined that a contract exists once all terms and conditions are agreed upon, typically when the number ofadvertising units is 76Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast Corporationspecifically identified and the timing of airing is scheduled. Advertisements are generally aired or viewed within one year once all terms and conditions are agreedupon. Revenue from these arrangements is recognized in the period in which advertisements are aired or viewed. Payment terms vary by contract, although termsgenerally require payment within 30 to 60 days from when advertisements are aired or viewed. In addition, we also provide technology, tools, data-driven servicesand marketplace solutions to customers in the media industry, which allows advertisers to more effectively engage with their target audiences. Revenue earned inthis manner is recognized when services are provided.NBCUniversal SegmentsDistributionCable Networks generates revenue from the distribution of our cable network programming to traditional and virtual multichannel video providers. BroadcastTelevision generates revenue from the fees received under retransmission consent agreements and associated fees received from NBC-affiliated local broadcasttelevision stations.These arrangements are accounted for as licenses of functional intellectual property and revenue is recognized as programming is provided on a monthly basis,generally under multiyear agreements. Monthly fees received under distribution agreements with multichannel video providers are generally based on the numberof subscribers. Payment terms and conditions vary by contract type, although terms generally include payment within 60 days.AdvertisingCable Networks and Broadcast Television generate revenue from the sale of advertising on our cable and broadcast networks, our owned local broadcast televisionstations and various digital properties.We enter into advertising arrangements with customers and have determined that a contract exists once all terms and conditions are agreed upon, typically whenthe number of advertising units is specifically identified and the timing of airing is scheduled. Advertisements are generally aired or viewed within one year onceall terms are agreed upon. Revenue is recognized, net of agency commissions, in the period in which advertisements are aired or viewed and payment occursthereafter, with payment generally required within 30 days. In some instances, we guarantee audience ratings for the advertisements. To the extent there is ashortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additionaladvertising units generally within one year of the original airing.TheatricalFilmed Entertainment generates revenue from the worldwide theatrical release of produced and acquired films for exhibition in movie theaters. Theatrical revenueis affected by the timing, nature and number of films released in movie theaters and their acceptance by audiences. It is also affected by the number of exhibitionscreens, ticket prices, the percentage of ticket sale retention by the exhibitors and the popularity of competing films at the time when films are released. Werecognize revenue as the films are viewed and exhibited in theaters and payment generally occurs within 30 days after exhibition.Content LicensingCable Networks, Broadcast Television and Filmed Entertainment generate revenue from the licensing of our owned film and television content in the United Statesand internationally to cable, broadcast and premium networks and subscription video on demand services. Our agreements generally include fixed pricing and spanmultiple years. For example, following a film’s theatrical release, Filmed Entertainment may license the exhibition rights of a film to different customers overmultiple successive distribution windows.We recognize revenue when the content is delivered and available for use by the licensee. When the term of an existing agreement is renewed or extended, werecognize revenue at the later of when the content is available or when the renewal or extension period begins. Payment terms and conditions vary by contract type,although payments are generally collected over the license term. The amount of future revenue to be earned related to fixed pricing under existing agreements atany given time equals approximately 1 to 2 years of annual Filmed Entertainment content licensing revenue, which is the segment with the largest portion of thisfuture revenue. The majority of this revenue will be recognized within 2 years. This amount may fluctuate from period to period depending on the timing of thereleases and the availability of content under existing agreements and may not represent the total revenue expected to be recognized as it does not include revenuefrom future agreements or from variable pricing or optional purchases under existing agreements.For our agreements that include variable pricing, such as pricing based on the number of subscribers to a subscription video on demand service sold by ourcustomers, we generally recognize revenue as our customers sell to their subscribers.Home EntertainmentFilmed Entertainment generates revenue from the sale of our produced and acquired films on standard-definition digital video discs and Blu-ray discs (together,“DVDs”) and through digital distribution services. Cable Networks and Broadcast TelevisionComcast 2019 Annual Report on Form 10-K77 Table of ContentsComcast Corporationalso generate revenue from the sale of owned programming on DVDs and through digital distribution services, which is reported in other revenue. We generallyrecognize revenue from DVD sales, net of estimated returns and customer incentives, on the date that DVDs are delivered to and made available for sale byretailers. Payment terms generally include payment within 60 to 90 days from delivery to the retailer.Theme ParksTheme Parks generates revenue primarily from guest spending at our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. Guestspending includes ticket sales and in-park spending on food, beverages and merchandise. We recognize revenue from ticket sales when the tickets are used,generally within a year from the date of purchase. For annual passes, we generally recognize revenue on a straight-line basis over the period the pass is available tobe used. We recognize revenue from in-park spending at the point of sale.Sky SegmentDirect-to-ConsumerRevenue is generated from subscribers to our video services from both residential and business customers. We also provide high-speed internet, voice and wirelessphone services in select countries. Generally, all of our residential customers are initially under contracts, with terms typically ranging from rolling monthly to 2years, depending on the product and territory, and may only discontinue service in accordance with the terms of their contracts. Subscription rates and relatedcharges vary according to the services and features customers receive and the types of equipment they use. Our video, high-speed internet, voice and wirelessphone services generally may be purchased individually or in bundles. We recognize revenue from video, high-speed internet, voice and wireless phone services asthe services are provided on a monthly basis. At any given time, the amount of future revenue to be earned related to existing agreements is equal to less than halfof our annual direct-to-consumer revenue, which generally will be recognized within 2 years.ContentRevenue is generated from the distribution of our television channels on third-party platforms and the licensing of owned and acquired programming to third-partyvideo providers. See the NBCUniversal segment discussion of distribution and content licensing revenue above for accounting policies for these types ofarrangements.AdvertisingRevenue is generated from advertising and sponsorships across our owned television channels and where we represent the sales efforts of third-party channels. Wealso sell targeted advertising and generate revenue from online and mobile advertising and advertising across our On Demand services. Revenue is recognizedwhen the advertising is aired or viewed. Since we are acting as the principal in the arrangements where we represent the sales efforts of third parties, we record theadvertising that is sold in advertising revenue and the fees paid to the third-party channels in other operating and administrative expenses.Consolidated Balance SheetThe following tables summarize our accounts receivable and other balances that are not separately presented in our consolidated balance sheet that relate to therecognition of revenue and collection of the related cash, as well as deferred costs associated with our contracts with customers.December 31 (in millions)2019 2018Receivables, gross$11,711 $11,456Less: Allowance for doubtful accounts419 352Receivables, net$11,292 $11,104December 31 (in millions)2019 2018Noncurrent receivables (included in other noncurrent assets, net)$1,337 $1,399Contract acquisition and fulfillment costs (included in other noncurrent assets, net)$1,083 $991Noncurrent deferred revenue (included in other noncurrent liabilities)$618 $650In Cable Communications and Sky, we manage credit risk by screening applicants through the use of internal customer information, identification verificationtools and credit bureau data, as well as by offering customers the opportunity to establish automatic monthly payments. If a customer’s account is delinquent,various measures are used to collect outstanding amounts, including termination of the customer’s services. 78Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationNote 4: Programming and Production CostsVideo Distribution Programming ExpensesProgramming expenses for Cable Communications and Sky are the fees we pay to license the programming we distribute to our customers. Programming isgenerally acquired under multiyear distribution agreements, with rates typically based on the number of customers that receive the programming and the extent ofdistribution. From time to time, these contracts expire and programming continues to be provided under interim arrangements while the parties negotiate newcontract terms, sometimes with effective dates that affect prior periods. While payments are typically made under the prior contract’s terms, the amount ofprogramming expenses recorded during the interim arrangement is based on our estimate of the ultimate contract terms expected to be negotiated. Differencesbetween actual amounts determined upon resolution of negotiations and amounts recorded during these interim arrangements are recorded in the period ofresolution.Film and Television CostsCable Networks, Broadcast Television, Filmed Entertainment and Sky produce owned content or acquire the rights to programming from third parties, which aredescribed as film and television costs and programming rights, respectively.December 31 (in millions)20192018Film Costs: Released, less amortization$1,551$1,600Completed, not released187144In production and in development1,3141,063 3,0522,807Television Costs: Released, less amortization2,8102,289In production and in development1,162953 3,9723,242Programming rights, less amortization5,7865,534 12,81011,583Less: Current portion of programming rights3,8773,746Film and television costs$8,933$7,837Based on our current estimates of the total remaining revenue from all sources (“ultimate revenue”), in 2020 we expect to amortize approximately $1.9 billion offilm and television costs associated with our original film and television productions that have been released, or are completed and have not been released.Through 2022, we expect to amortize approximately 88% of unamortized film and television costs for our released productions, excluding amounts allocated toacquired libraries.As of December 31, 2019, acquired film and television libraries, which are included within the “released, less amortization” captions in the table above, hadremaining unamortized costs of $328 million. These costs are generally amortized over a period not to exceed 20 years, and approximately 47% of these costs areexpected to be amortized through 2022.Capitalization of Film and Television CostsWe capitalize film and television production costs, including direct costs, production overhead, print costs, development costs and interest. We amortizecapitalized film and television production costs, including acquired libraries, and accrue costs associated with participation and residual payments to programmingand production expenses. We generally record the amortization and the accrued costs using the individual film forecast computation method, which amortizes thecosts in the same ratio as the associated ultimate revenue. Estimates of ultimate revenue and total costs are based on anticipated release patterns, public acceptanceand historical results for similar productions. Unamortized film and television production costs, including acquired libraries, are stated at the lower of unamortizedcost or fair value. We do not capitalize costs related to the distribution of a film in movie theaters or the licensing or sale of a film or television production, whichprimarily include costs associated with marketing and distribution.In determining the method of amortization and estimated life of an acquired film or television library, we generally use the method and the life that most closelyfollow the undiscounted cash flows over the estimated life of the asset.When an event or a change in circumstance occurs that was known or knowable as of the balance sheet date and that indicates the fair value of a film is less thanits unamortized costs, we determine the fair value of the film and record an impairment charge for the amount by which the unamortized capitalized costs exceedthe film’s fair value. The estimated fair value of a production is based on level 3 inputs that primarily use an analysis of future expected cash flows. Adjustments tocapitalized film production costs were not material in any of the periods presented.Comcast 2019 Annual Report on Form 10-K79 Table of ContentsComcast CorporationWe may enter into cofinancing arrangements with third parties to jointly finance or distribute certain of our film productions. Cofinancing arrangements can takevarious forms, but in most cases involve the grant of an economic interest in a film to an investor. The number of investors and the terms of these arrangements canvary, although investors generally assume the full risks and rewards for the portion of the film acquired in these arrangements. We account for the proceedsreceived from a third-party investor under these arrangements as a reduction to our capitalized film costs. Under these arrangements, the investor owns anundivided copyright interest in the film, and therefore in each period we record either a charge or a benefit to programming and production expenses to reflect theestimate of the third-party investor’s interest in the profit or loss of the film. The estimate of the third-party investor’s interest in the profit or loss of a film isdetermined using the ratio of actual revenue earned to date to the ultimate revenue expected to be recognized over the film’s useful life.We capitalize the costs of programming rights for content that we license but do not own at the earlier of when payments are made for the programming or whenthe license period begins and the content is made available for use. We amortize capitalized programming costs as the associated programs are broadcast. Werecognize the costs of multiyear, live-event sports programming rights as the rights are utilized over the contract term based on estimated relative value. Estimatedrelative value is generally based on the ratio of the current period revenue to the estimated ultimate revenue or the terms of the contract. Advance payments forrights to multiyear, live-event sports programming are included in programming rights.Programming costs are recorded at the lower of unamortized cost or net realizable value on a program by program, package, channel or daypart basis. A daypart isan aggregation of programs broadcast during a particular time of day or programs of a similar type. Programming acquired by Cable Networks is primarily testedon a channel basis for impairment, whereas programming acquired by Broadcast Television is tested on a daypart basis. If we determine that the estimates of futurecash flows are insufficient or if there is no plan to broadcast certain programming, we recognize an impairment charge to programming and production expenses.Note 5: Income TaxesIncome Before Income Taxes Year ended December 31 (in millions)2019 2018 2017Domestic$16,646 $14,387 $14,331Foreign350 855 1,022 $16,996 $15,242 $15,353Components of Income Tax (Expense) Benefit Year ended December 31 (in millions)2019 2018 2017Current (Expense) Benefit: Federal$(2,085) $(2,026) $(2,411)State(425) (639) (277)Foreign(600) (425) (389) (3,110) (3,090) (3,077)Deferred (Expense) Benefit: Federal(902) (546) 10,651State15 167 (11)Foreign324 89 6 (563) (290) 10,646Income tax (expense) benefit$(3,673) $(3,380) $7,569 80Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationOur income tax (expense) benefit differs from the federal statutory amount because of the effect of the items detailed in the table below. Year ended December 31 (in millions)2019 2018 2017Federal tax at statutory rate$(3,569) $(3,201) $(5,374)State income taxes, net of federal benefit(306) (212) (299)Foreign income taxed at different rates(126) (147) (70)Nontaxable income attributable to noncontrolling interests51 20 45Adjustments to uncertain and effectively settled tax positions, net(3) (144) 62Accrued interest and penalties on uncertain and effectively settled tax positions, net13 (29) (3)Excess tax benefits recognized on share-based compensation196 75 297Tax legislation31 120 12,682Other40 138 229Income tax (expense) benefit$(3,673) $(3,380) $7,569We base our provision for income taxes on our current period income, changes in our deferred income tax assets and liabilities, income tax rates, changes inestimates of our uncertain tax positions, tax planning opportunities available in the jurisdictions in which we operate and excess tax benefits or deficiencies thatarise when the tax consequences of share-based compensation differ from amounts previously recognized in the statement of income. We recognize deferred taxassets and liabilities when there are temporary differences between the financial reporting basis and tax basis of our assets and liabilities and for the expectedbenefits of using net operating loss carryforwards. When a change in the tax rate or tax law has an impact on deferred taxes, we apply the change based on theyears in which the temporary differences are expected to reverse. We record the change in our consolidated financial statements in the period of enactment.The determination of the income tax consequences of a business combination includes identifying the tax basis of assets and liabilities acquired and anycontingencies associated with uncertain tax positions assumed or resulting from the business combination. Deferred tax assets and liabilities related to temporarydifferences of an acquired entity are recorded as of the date of the business combination and are based on our estimate of the ultimate tax basis that will beaccepted by the various tax authorities. We record liabilities for contingencies associated with prior tax returns filed by the acquired entity based on criteria setforth in the appropriate accounting guidance. We adjust the deferred tax accounts and the liabilities periodically to reflect any revised estimated tax basis and anyestimated settlements with the various tax authorities. The effects of these adjustments are recorded to income tax (expense) benefit.From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty. In these cases, we evaluate our tax position using therecognition threshold and the measurement attribute in accordance with the accounting guidance related to uncertain tax positions. Examples of these transactionsinclude business acquisitions and dispositions, including consideration paid or received in connection with these transactions, certain financing transactions, andthe allocation of income among state and local tax jurisdictions. Significant judgment is required in assessing and estimating the tax consequences of thesetransactions. We determine whether it is more likely than not that a tax position will be sustained on examination, including the resolution of any related appeals orlitigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determinethe amount of benefit to be recognized in our consolidated financial statements. We classify interest and penalties, if any, associated with our uncertain taxpositions as a component of income tax (expense) benefit.Tax ReformOn December 22, 2017, new federal tax reform legislation was enacted in the United States, resulting in significant changes from previous tax law. The newlegislation reduced the federal corporate income tax rate to 21% from 35% effective January 1, 2018, which resulted in a $12.7 billion net income tax benefit to usfor 2017, primarily related to the remeasurement of deferred taxes at the new tax rate. Our federal income tax expense for periods beginning in 2018 is based onthe new rate.Comcast 2019 Annual Report on Form 10-K81 Table of ContentsComcast CorporationComponents of Net Deferred Tax Liability December 31 (in millions)2019 2018Deferred Tax Assets: Net operating loss and other loss carryforwards$2,017 $1,926Nondeductible accruals and other2,779 2,656Less: Valuation allowance1,906 632 2,890 3,950Deferred Tax Liabilities: Differences between book and tax basis of property and equipment and intangible assets29,387 29,139Differences between book and tax basis of investments702 491Differences between book and tax basis of long-term debt751 604Differences between book and tax basis of foreign subsidiaries and undistributed foreign earnings143 8530,983 30,319Net deferred tax liability$28,093 $26,369Changes in our net deferred tax liability in 2019 that were not recorded as deferred income tax benefit (expense) are primarily related to an increase of $118million associated with items included in other comprehensive income (loss) and an increase in net deferred tax liabilities of $1.0 billion as a result of thefinalization of acquisition accounting for Sky. Our net deferred tax liability includes $15.4 billion related to cable franchise rights that will remain unchangedunless we recognize an impairment or dispose of a cable franchise or there is a change in the tax law.As of December 31, 2019, we had federal net operating loss carryforwards of $274 million, and various state net operating loss carryforwards, the majority ofwhich expire in periods through 2039. As of December 31, 2019, we also had foreign net operating loss carryforwards of $5.6 billion related to the foreignoperations of Sky and NBCUniversal, the majority of which can be carried forward indefinitely. The determination of the realization of the state and foreign netoperating loss carryforwards is dependent on our subsidiaries’ taxable income or loss, apportionment percentages, redetermination from taxing authorities, andstate and foreign laws that can change from year to year and impact the amount of such carryforwards. We recognize a valuation allowance if we determine it ismore likely than not that some portion, or all, of a deferred tax asset will not be realized. As of December 31, 2019 and 2018, our valuation allowance wasprimarily related to foreign and state net operating loss carryforwards. In 2019, in conjunction with the finalization of acquisition accounting for Sky, we recordedan additional valuation allowance of approximately $1.2 billion associated with our assessment of the realization of Sky’s deferred tax assets, primarily related tonet operating losses.Uncertain Tax PositionsOur liability for uncertain tax positions as of December 31, 2019 totaled $1.0 billion, which excludes the federal benefits on state tax positions that were recordedas deferred income taxes.Reconciliation of Unrecognized Tax Benefits (in millions)2019 2018 2017Gross unrecognized tax benefits, January 1$1,543 $1,497 $1,443Additions based on tax positions related to the current year230 229 121Additions based on tax positions related to prior years133 125 319Additions from acquired subsidiaries1 130 —Reductions for tax positions of prior years(344) (346) (251)Reductions due to expiration of statutes of limitations(117) (75) (70)Settlements with tax authorities(24) (17) (65)Gross unrecognized tax benefits, December 311,422 1,543 1,497Positions paid(409) (531) (688)Liability for uncertain tax positions$1,013 $1,012 $809Our liability for uncertain tax positions represents the amounts recorded for potential payment obligations. Our gross unrecognized tax benefits also includeamounts related to positions for which tax has been assessed and paid. If we were to recognize our gross unrecognized tax benefits in the future, $1.1 billion wouldimpact our effective tax rate and the remaining amount would increase our deferred income tax liability. The amount and timing of the recognition of any such taxbenefit is dependent on the completion of examinations of our tax filings by the various tax authorities and the expiration of statutes of limitations. It is reasonablypossible that certain tax contests could be resolved within the next 12 months that may result in a decrease in our effective tax rate. 82Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationAs of December 31, 2019 and 2018, our accrued interest associated with our liability for uncertain tax positions was $186 million and $203 million, respectively.The IRS has completed its examination of our income tax returns for all years through 2016. Various states are examining our state tax returns and the tax years ofthose tax returns currently under examination vary by state, with most of the periods relating to tax years 2000 and forward. Various foreign jurisdictions areexamining our tax returns and the tax years of those tax returns currently under examination vary by country, with most of the periods relating to tax years 2010and forward.Note 6: Earnings Per ShareComputation of Diluted EPS 201920182017Year ended December 31(in millions, except per share data)Net IncomeAttributableto ComcastCorporationSharesPer ShareAmountNet IncomeAttributableto ComcastCorporationSharesPer ShareAmountNet IncomeAttributableto ComcastCorporationSharesPer ShareAmountBasic EPS attributable to Comcast Corporation shareholders$13,0574,548$2.87$11,7314,584$2.56$22,7354,708$4.83Effect of dilutive securities: Assumed exercise or issuance of shares relating to stock plans 62 56 78 Diluted EPS attributable to Comcast Corporation shareholders$13,0574,610$2.83$11,7314,640$2.53$22,7354,786$4.75Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities usingthe treasury stock method. Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”).Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the combination of the option exercise price and theassociated unrecognized compensation expense is greater than the average market price of our common stock. The amount of potential common shares related toour share-based compensation plans that were excluded from diluted EPS because their effect would have been antidilutive was not material in any of the periodspresented.Note 7: Long-Term DebtLong-Term Debt Outstanding December 31 (in millions)Weighted-AverageInterest Rate as of December 31, 2019 2019(b)2018(b)Commercial paper— $—$675Revolving credit facilities— —606Term loans1.87% 8,07813,268Senior notes with maturities of 5 years or less, at face value3.29% 26,37826,331Senior notes with maturities between 5 and 10 years, at face value3.74% 21,68326,727Senior notes with maturities greater than 10 years, at face value4.54% 46,65345,030Other, including capital lease obligations— 1,098808Debt issuance costs, premiums, discounts, fair value adjustments for acquisitionaccounting and hedged positions, net(a)— (1,673)(1,702)Total debt3.78%(a) 102,217111,743Less: Current portion 4,4524,398Long-term debt $97,765$107,345(a)Includes the effects of our derivative financial instruments.Comcast 2019 Annual Report on Form 10-K83 Table of ContentsComcast Corporation(b)As of December 31, 2019, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of £4.9 billion, €4.9 billion, ¥267 billion and ¥9 billionRMB. As of December 31, 2018, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of £7.3 billion, €4.9 billion, ¥390 billion and ¥4billion RMB.As of December 31, 2019 and 2018, our debt had an estimated fair value of $115.8 billion and $114.1 billion, respectively. The estimated fair value of our publiclytraded debt was primarily based on level 1 inputs that use quoted market value for the debt. The estimated fair value of debt for which there are no quoted marketprices was based on level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.Principal Maturities of Debt (in millions) 2020$4,4552021$9,1252022$5,5812023$7,6642024$6,759Thereafter$70,306We use cross-currency swaps as cash flow hedges for foreign currency denominated debt obligations when those obligations are denominated in a currency otherthan the functional currency. Cross-currency swaps effectively convert foreign currency denominated debt to debt denominated in the functional currency, whichhedge currency exchange risks associated with foreign currency denominated cash flows such as interest and principal debt repayments. As of both December 31,2019 and 2018, we had cross-currency swaps designated as cash flow hedges on $3.7 billion of our foreign currency denominated debt. As of December 31, 2019and 2018, the aggregate estimated fair values of cross-currency swaps designated as cash flow hedges were a net asset of $373 million and $399 million,respectively.We are also exposed to foreign exchange risk on the consolidation of our foreign operations. We have foreign currency denominated debt and use cross-currencyswaps to hedge our net investments in certain of these subsidiaries. Transaction gains and losses resulting from currency movements on debt and changes in fairvalue of cross-currency swaps designated as net investment hedges are recorded within the currency translation adjustments component of accumulated othercomprehensive income (loss).The aggregate amount of our net investment in foreign subsidiaries that have been hedged using cross-currency swaps and foreigncurrency denominated debt was $14.0 billion and $15.6 billion, as of December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the aggregateestimated fair value of the cross-currency swaps was a net liability of $373 million and $587 million, respectively. As of December 31, 2019 and 2018, there werepre-tax cumulative translation gains of $339 million and pre-tax cumulative translation losses of $4 million, respectively, related to these net investment hedgesrecorded in accumulated other comprehensive income (loss).Commercial Paper ProgramsOur commercial paper programs provide a lower-cost source of borrowing to fund our short-term working capital requirements.Revolving Credit FacilitiesAs of December 31, 2019, we had $9.2 billion of revolving credit facilities due 2022 with a syndicate of banks that may be used for general corporate purposes. InJune 2019, we amended the terms of our revolving credit facilities to extend their expiration dates from May 26, 2021 to May 26, 2022. We may increase thecommitment under the revolving credit facilities up to a total of $12 billion, as well as extend the expiration dates to no later than 2023, subject to approval of thelenders. The interest rates on the revolving credit facilities consist of a base rate plus a borrowing margin that is determined based on Comcast’s credit rating. As ofDecember 31, 2019, the borrowing margin for borrowings based on the London Interbank Offered Rate was 1.00%. Our revolving credit facilities require that wemaintain certain financial ratios based on debt and EBITDA, as defined in the revolving credit facilities. We were in compliance with all financial covenants for allperiods presented.As of December 31, 2019, amounts available under our revolving credit facilities, net of amounts outstanding under our commercial paper programs andoutstanding letters of credit and bank guarantees, totaled $9.2 billion. In 2019, we made net repayments of $615 million under Sky’s £1 billion revolving creditfacility, which was terminated in February 2019.Letters of Credit and Bank GuaranteesAs of December 31, 2019, we and certain of our subsidiaries had undrawn irrevocable standby letters of credit and bank guarantees totaling $484 million to coverpotential fundings under various agreements. 84Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationGuarantee StructureComcast, Comcast Cable and NBCUniversal fully and unconditionally guarantee each other’s debt securities, including the Comcast revolving credit facility. As ofDecember 31, 2019, the principal amount outstanding of debt securities within the cross-guarantee structure totaled $88.3 billion. Additionally, certain othersubsidiary debt securities are guaranteed by Comcast and/or Comcast Cable as described below.Comcast and Comcast Cable fully and unconditionally guarantee NBCUniversal Enterprise’s debt securities, including its revolving credit facility. As ofDecember 31, 2019, the principal amount outstanding of NBCUniversal Enterprise’s debt securities guaranteed by Comcast and Comcast Cable totaled $1.5billion, all of which will mature within the next 3 years.Comcast fully and unconditionally guarantees Universal Studios Japan’s yen-denominated term loans. As of December 31, 2019, the principal amount outstandingof Universal Studio Japan’s term loans guaranteed by Comcast totaled $2.5 billion (using exchange rates as of December 31, 2019), all of which will mature withinthe next 3 years.In May 2019, Comcast provided a full and unconditional guarantee of Sky’s debt securities in connection with Sky’s noteholders consenting to (i) the transfer ofthe listing of three series of Sky notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchangeand (ii) amending certain terms of the Sky notes. As of December 31, 2019, the principal amount outstanding of Sky’s debt securities guaranteed by Comcasttotaled $9.2 billion (using exchange rates as of December 31, 2019), of which $6.0 billion will mature within the next 5 years.Note 8: Significant Transactions2018Sky TransactionOn October 9, 2018, in connection with our offer to acquire the share capital of Sky, we acquired a controlling interest in Sky through a series of purchases of Skyshares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Sky’s equity interests.Total cash consideration was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). We financed the acquisition through acombination of fixed and floating rate senior notes, the issuance of term loans and cash on hand.Allocation of Purchase PriceWe have applied acquisition accounting to Sky. Sky’s results of operations are included in our consolidated results of operations since the acquisition date and arereported in our Sky segment. The net assets of Sky were recorded at their estimated fair value using level 3 inputs. In valuing acquired assets and liabilities, fairvalue estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates.In 2019, we finalized the acquisition accounting in connection with the Sky transaction, which primarily resulted in decreases to intangible assets and investments(included below in other noncurrent assets and (liabilities), net), an increase to property and equipment, and corresponding adjustments to deferred taxes. We alsorecorded an additional valuation allowance of approximately $1.2 billion associated with our assessment of the realization of Sky’s deferred tax assets, primarilyrelated to net operating losses. These changes resulted in an increase in goodwill of approximately $1.4 billion and an adjustment recorded in 2019 related to thefourth quarter of 2018 that resulted in an increase to depreciation and amortization expense of $53 million.Comcast 2019 Annual Report on Form 10-K85 Table of ContentsComcast CorporationThe table below presents the allocation of the all-cash purchase price of £30.2 billion, or $39.4 billion, to the assets and liabilities of Sky as a result of thetransaction.Allocation of Purchase Price (in millions) Consideration transferred$39,387 Allocation of purchase price Cash$1,283Accounts receivable and other current assets2,359Film and television costs (See Note 4)2,512Property and equipment (See Note 11)4,127Intangible assets (See Note 12)19,539Accounts payable, accrued liabilities and other current liabilities(5,885)Long-term debt (See Note 7)(11,468)Deferred tax assets (liabilities), net (See Note 5)(2,974)Other noncurrent assets and (liabilities), net(1,398)Fair value of identifiable net assets acquired8,095Goodwill (See Note 12)$31,292Property and EquipmentProperty and equipment includes customer premise equipment with a carrying value of $1.4 billion, which have original estimated useful lives of 5 to 7 years. Theremaining property and equipment includes network assets, real estate and other machinery and equipment.Intangible AssetsFinite-lived intangible assets primarily consist of customer relationships with a carrying amount of $9.5 billion and developed technology and software with acarrying amount of $4.3 billion, with original estimated useful lives between 6 and 19 years and 4 and 9 years, respectively. Indefinite-lived assets consist of tradenames with a carrying amount of $5.8 billion.GoodwillGoodwill consists primarily of intangible assets that do not qualify for separate recognition, including increased footprint, assembled workforce, noncontractualrelationships and agreements. The acquired goodwill is not expected to be deductible for tax purposes.Acquisition-Related CostsAs a result of the Sky transaction, we incurred expenses in 2018 related to legal, accounting, valuation and other professional services, which are reflected in otheroperating and administrative expenses. We also incurred certain financing costs associated with our borrowings, which are reflected in interest expense. The tablebelow presents the amounts related to these expenses included in our consolidated statement of income. The amounts below do not reflect the costs of anyintegration activities or costs related to synergies that may be achieved as a result of the acquisition.(in millions)Year endedDecember 31, 2018Other operating and administrative expenses$339Interest expense$63Unaudited Pro Forma InformationThe following unaudited pro forma information has been presented as if the Sky transaction occurred on January 1, 2017. This information is based on historicalresults of operations, adjusted for allocation of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what the resultswould have been had we operated the business since January 1, 2017. For pro forma purposes, 2018 earnings were adjusted to exclude acquisition-related costsnoted above, and 2017 earnings were adjusted to include these costs. No pro forma adjustments have been made for cost savings or synergies that have been ormay be achieved by the combined businesses. The year ended December 31, 2019 is not presented as Sky is included in the consolidated results for the entireperiod. 86Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationYear ended December 31 (in millions, except per share data)20182017Revenue$109,518$102,971Net income attributable to Comcast Corporation$12,176$22,085Basic earnings per common share attributable to Comcast Corporation shareholders$2.66$4.69Diluted earnings per common share attributable to Comcast Corporation shareholders$2.62$4.61Universal Beijing ResortIn 2018, we entered into an agreement with a consortium of Chinese state-owned companies to build and operate a Universal theme park and resort in Beijing,China (“Universal Beijing Resort”). We own a 30% interest in Universal Beijing Resort and the construction is being funded through a combination of debtfinancing and equity contributions from the investors in accordance with their equity interests. The debt financing, which is being provided by a syndicate ofChinese financial institutions, contains certain financial and operating covenants and a maximum borrowing limit of ¥26.6 billion RMB (approximately $3.8billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. As of December 31, 2019, UniversalBeijing Resort had $1.3 billion principal amount of a term loan outstanding under the debt financing agreement.We have concluded that Universal Beijing Resort is a variable interest entity based on its governance structure, and we consolidate it because we have the power todirect activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees or other financial commitments betweenus and Universal Beijing Resort, and therefore our maximum risk of financial loss is our 30% interest. Universal Beijing Resort’s results of operations are reportedin our Theme Parks segment. Our consolidated statement of cash flows includes the costs of construction and related borrowings in the “construction of UniversalBeijing Resort” and “proceeds from borrowings” captions, respectively, and equity contributions from the noncontrolling interests are included in other financingactivities.In March 2018, Universal Beijing Resort received initial equity investments through a combination of cash and noncash contributions from the investors. As ofDecember 31, 2019, our consolidated balance sheet included assets, primarily property and equipment, and liabilities, including the term loan, of Universal BeijingResort totaling $3.0 billion and $2.1 billion, respectively.2017FCC Spectrum AuctionOn April 13, 2017, the Federal Communications Commission announced the results of its spectrum auction. In the auction, NBCUniversal relinquished itsspectrum rights in the New York, Philadelphia and Chicago designated market areas (“DMAs”) where NBC and Telemundo had overlapping spectrum.NBCUniversal received proceeds of $482 million in July 2017, which were recorded in other investing activities in our consolidated statement of cash flows.NBCUniversal recognized a pretax gain of $337 million in other operating gains in 2017. NBC and Telemundo stations share broadcast signals in these DMAs. Inconnection with the auction, we also acquired the rights to $1.7 billion of spectrum in the second quarter of 2017, which were recorded to other intangible assets,net. We had previously made a deposit of $1.8 billion to participate in the auction in 2016 and received a refund for amounts in excess of the purchase price in2017.Universal Studios JapanOn April 6, 2017, we acquired the remaining interests in Universal Studios Japan that we did not already own for $2.3 billion. The acquisition was funded throughcash on hand and borrowings under our commercial paper program. Because we maintained control of Universal Studios Japan, the difference between theconsideration transferred and the recorded value of the noncontrolling interests, as well as the related tax and accumulated other comprehensive income impacts,were recorded to additional paid-in capital.Note 9: Recent Accounting PronouncementsLeasesIn February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees torecognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosuresregarding the amount, timing and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement and presentation of expenses and cashflows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019 on a prospective basis and asa result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within thenew standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.Comcast 2019 Annual Report on Form 10-K87 Table of ContentsComcast CorporationUpon adoption, we recorded $4.2 billion and $4.8 billion for operating lease assets and liabilities, respectively, which includes the impact of fair value adjustments,prepaid and deferred rent and lease incentives. The adoption of the updated accounting guidance did not significantly impact our recognition of finance leases,which were previously described as capital leases. As of the date of adoption, our liabilities for finance leases were $787 million, including $229 million ofadditional contracts determined to be leases in connection with the Sky transaction, which were recorded in long-term debt, and the related assets were recorded inproperty and equipment, net. Our finance leases were not considered material for further disclosure. The adoption of the new accounting guidance did not have amaterial impact on our consolidated results of operations or cash flows. See Note 17 for further information.Film and Television CostsIn March 2019, the FASB updated the accounting guidance related to film and television costs. The updated guidance aligns the accounting for production costs ofepisodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updatedguidance also updates certain presentation and disclosure requirements for capitalized film and television costs and requires impairment testing to be performed ata group level for capitalized film and television costs when the content is predominantly monetized with other owned or licensed content. We will adopt theupdated accounting guidance prospectively in the first quarter of 2020. Following adoption, we will present all film and television costs, including capitalized costsof acquired programming rights, as noncurrent assets in the consolidated balance sheet. We do not expect the updated accounting guidance to have a materialimpact on our consolidated results of operations or financial position.Credit LossesIn June 2016, the FASB updated the accounting guidance related to the measurement of credit losses on financial instruments, including trade receivables andloans. The updated guidance requires the recognition of credit losses on financial instruments based on an estimate of expected losses, replacing the incurred lossmodel in the prior guidance. We will adopt the updated accounting guidance prospectively in the first quarter of 2020. We do not expect the updated accountingguidance to have a material impact on our consolidated results of operations or financial position.Note 10: InvestmentsInvestment and Other Income (Loss), Net Year ended December 31 (in millions)2019 2018 2017Equity in net income (losses) of investees, net$(505) $(364) $107Realized and unrealized gains (losses) on equity securities, net656 (187) (17)Other income (loss), net287 326 331Investment and other income (loss), net$438 $(225) $421Investments December 31 (in millions)2019 2018Equity method$5,347 $4,035Marketable equity securities353 341Nonmarketable equity securities1,896 1,805Other investments1,796 1,796Total investments9,392 7,977Less: Current investments1,709 94Less: Investment securing collateralized obligation694 —Noncurrent investments$6,989 $7,883 88Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationEquity MethodWe use the equity method to account for investments in which we have the ability to exercise significant influence over the investee’s operating and financialpolicies, or in which we hold a partnership or limited liability company interest in an entity with specific ownership accounts, unless we have virtually no influenceover the investee’s operating and financial policies. Equity method investments are recorded at cost and are adjusted to recognize (1) our share, based onpercentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the recorded investment thatexceeds our share of the book value of the investee’s net assets, (3) additional contributions made and dividends received, and (4) impairments resulting fromother-than-temporary declines in fair value. For some investments, we record our share of the investee’s net income or loss one quarter in arrears due to the timingof our receipt of such information. Gains or losses on the sale of equity method investments are recorded to other income (loss), net. If an equity method investeewere to issue additional securities that would change our proportionate share of the entity, we would recognize the change, if any, as a gain or loss to other income(loss), net.AtairosOn January 1, 2016, we established Atairos Group, Inc., a strategic company focused on investing in and operating companies in a range of industries and businesssectors, both domestically and internationally. Atairos has a term of up to 12 years and is controlled by management companies led by our former CFO throughinterests that carry all of the voting rights. We are the only investor other than our former CFO and the other management company employees. We havecommitted to fund Atairos up to $5 billion in the aggregate at any one time, subject to certain offsets, and $45 million annually for a management fee, subject tocertain adjustments. The management company investors have committed to fund from $50 million to $100 million, with at least $40 million to be funded by ourformer CFO, subject to his continued role with Atairos. Our economic interests do not carry voting rights and obligate us to absorb approximately 99% of anylosses and they provide us the right to receive approximately 86% of any residual returns in Atairos, in either case on a cumulative basis.We have concluded that Atairos is a VIE, that we do not have the power to direct the activities that most significantly impact the economic performance of Atairosas we have no voting rights and only certain consent rights, and that we are not a related party with our former CFO or the management companies. We thereforedo not consolidate Atairos and account for our investment as an equity method investment. There are no other liquidity arrangements, guarantees or other financialcommitments between Comcast and Atairos, and therefore our maximum risk of financial loss is our investment balance and our remaining unfunded capitalcommitment of $2.2 billion as of December 31, 2019.Atairos follows investment company accounting and records its investments at their fair values each reporting period with the net gains or losses reflected in itsstatement of operations. We recognize our share of these gains and losses in equity in net income (losses) of investees, net. In 2019 and 2018, we recognized lossesof $64 million and $31 million, respectively; in 2017, we recognized income of $281 million. In 2019, 2018 and 2017, we made cash capital contributions totaling$571 million, $282 million and $994 million, respectively, to Atairos. As of December 31, 2019 and 2018, our investment was $3.2 billion and $2.7 billion,respectively.In April 2018, we sold a controlling interest in our arena management-related businesses to Atairos and received as consideration additional equity interests inAtairos. In connection with the sale of the businesses, we recognized a pre-tax gain of $200 million in other operating gains. In July 2017, we sold a business to acompany owned by Atairos and received as consideration an investment in that company. In connection with the sale of the business, we recognized a pre-tax gainof $105 million in other operating gains.Hulu and Collateralized ObligationIn May 2019, we entered into a series of agreements (the “Hulu Transaction”) with The Walt Disney Company and certain of its subsidiaries, whereby werelinquished our board seats and substantially all voting rights associated with our investment in Hulu, and Disney assumed full operational control. We alsoacquired our proportionate share of the approximate 10% interest in Hulu previously held by AT&T Inc. (“AT&T”) for approximately $477 million, increasing ourownership interest to approximately 33% from approximately 30%.Following the Hulu Transaction, future capital calls are limited to $1.5 billion in the aggregate each year, with any excess funding requirements funded withmember loans. We have the right, but not the obligation, to fund our proportionate share of these capital calls, and if we elect not to fund our share of future equitycapital calls, our ownership interest will be diluted, subject to an ownership floor of 21%. The Hulu Transaction agreements include put and call provisionsregarding our ownership interest in Hulu, pursuant to which, as early as January 2024, we can require Disney to buy, and Disney can require us to sell our interest,in either case, for fair value at that future time subject to a minimum equity value of $27.5 billion for 100% of the equity of Hulu. The minimum total equity valueand ownership floor guarantee minimum proceeds of approximately $5.8 billion upon exercise of the put or call.Comcast 2019 Annual Report on Form 10-K89 Table of ContentsComcast CorporationIn connection with the Hulu Transaction, we agreed to extend certain licenses of NBCUniversal content until late 2024. We can terminate most of our contentlicense agreements with Hulu beginning in 2022, and beginning in 2020, we have the right to modify certain content licenses that are currently exclusive to Hulu,so that we can exhibit the content on our platforms in return for reducing the license fee.In August 2019, we entered into a financing arrangement with a syndicate of banks whereby we received proceeds of $5.2 billion under a term loan facility dueMarch 2024. The principal amount of the term loan is secured by the proceeds guaranteed by Disney under the put/call provisions related to our investment inHulu. The proceeds from the put/call provisions are available only for the repayment of the term loan and are not available to us unless and until the bank lendersare fully paid under the term loan provisions. The bank lenders have no rights to proceeds from the put/call provisions in excess of amounts owed under the termloan. As a result of this transaction, we now present our investment in Hulu and the term loan separately in our consolidated balance sheet in the captions“investment securing collateralized obligation” and “collateralized obligation”, respectively. The recorded value of our investment reflects our historical cost inapplying the equity method, and as a result, is less than its fair value. As of December 31, 2019, our collateralized obligation had a carrying value of $5.2 billionand an estimated fair value of $5.2 billion. The estimated fair value was based on level 2 inputs that use interest rates for debt with similar terms and remainingmaturities.We account for our investment using the equity method. In 2019, 2018 and 2017, we recognized losses of $473 million, $454 million and $276 million,respectively, in equity in net income (losses) of investees, net. In 2019, 2018 and 2017, we made cash capital contributions totaling $903 million, inclusive of thefunding for the acquisition of the AT&T interest, $454 million and $300 million, respectively, to Hulu. As of December 31, 2019 and 2018, our investment was$694 million and $248 million, respectively.In August 2016, Time Warner Inc., which was acquired by AT&T in 2018, acquired a 10% interest in Hulu, diluting our interest at that time from approximately33% to approximately 30%. Given the contingent nature of put and call options related to that interest, we recorded a deferred gain as a result of the dilution. In thefirst quarter of 2019, the put and call options expired unexercised and we recognized the previously deferred gain of $159 million in other income (loss), net.Marketable Equity SecuritiesWe classify investments with readily determinable fair values that are not accounted for under the equity method as marketable equity securities. Marketable equitysecurities are recorded at cost and adjusted to fair value at each reporting period. The changes in fair value between measurement dates are recorded in realized andunrealized gains (losses) on equity securities, net. The fair values of our marketable equity securities are based on level 1 inputs that use quoted market prices.SnapIn March 2017, we acquired an interest in Snap Inc. for $500 million as part of its initial public offering, which was classified as a marketable equity security andwas sold in 2019. We recognized gains of $293 million and losses of $268 million in 2019 and 2018, respectively. As of December 31, 2018, our investment was$162 million.PelotonIn 2019, we recognized unrealized gains of $184 million, which included unrealized gains as a result of Peloton’s initial public offering in September 2019.Following the initial public offering, we now present our investment in marketable equity securities, which was previously presented in non-marketable equitysecurities. As of December 31, 2019 and 2018, our investment was $294 million and $110 million, respectively.Nonmarketable Equity SecuritiesWe classify investments without readily determinable fair values that are not accounted for under the equity method as nonmarketable equity securities. Theaccounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidanceallows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes ofidentical or similar investments of the same issuer. We apply this measurement alternative to a majority of our nonmarketable equity securities. When anobservable event occurs, we estimate the fair values of our nonmarketable equity securities based on level 2 inputs that are derived from observable price changesof similar securities adjusted for insignificant differences in rights and obligations. The changes in value are recorded in realized and unrealized gains (losses) onequity securities, net. 90Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationOther InvestmentsAirTouchWe hold two series of preferred stock of Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. (“AirTouch”), a subsidiary of VerizonCommunications Inc., which are redeemable in April 2020. As of both December 31, 2019 and 2018, our investment in AirTouch was $1.6 billion, and wasincluded in other current assets and investments, respectively. We account for our investment in AirTouch as a held to maturity investment using the cost method.As of both December 31, 2019 and 2018, the estimated fair value of the AirTouch preferred stock was $1.7 billion.The dividend and redemption activity of the AirTouch preferred stock determines the dividend and redemption payments associated with substantially all of thepreferred shares issued by one of our consolidated subsidiaries, which is a VIE. The subsidiary has three series of preferred stock outstanding with an aggregateredemption value of $1.75 billion. Substantially all of the AirTouch preferred stock is redeemable in April 2020 at a redemption value of $1.65 billion. As ofDecember 31, 2019 and 2018, the two series of redeemable subsidiary preferred shares were recorded at $1.7 billion and $1.6 billion, respectively, and wereincluded in other current liabilities and other noncurrent liabilities, respectively. As of both December 31, 2019 and 2018, the liability related to the redeemablesubsidiary preferred shares had an aggregate estimated fair value of $1.7 billion. The estimated fair values of the AirTouch preferred stock and redeemablesubsidiary preferred shares are based on level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market datathrough correlation or other means for substantially the full term of the financial instrument. The one series of nonredeemable subsidiary preferred shares wasrecorded at $100 million as of both December 31, 2019 and 2018, and those amounts are included in noncontrolling interests in our consolidated balance sheet.The carrying amount of the nonredeemable subsidiary preferred shares approximates its fair value.Impairment Testing of InvestmentsWe review our investment portfolio, other than our marketable equity securities, each reporting period to determine whether there are identified events orcircumstances that would indicate there is a decline in the fair value. For our nonpublic investments, if there are no identified events or circumstances that wouldhave a significant adverse effect on the fair value of the investment, then the fair value is not estimated. For our equity method investments and held to maturityinvestments, if an investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investmentto its quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. For our nonmarketable equity securities, we record theimpairment to realized and unrealized gains (losses) on equity securities, net. For our equity method investments and our held to maturity investments, we recordthe impairment to other income (loss), net.Note 11: Property and EquipmentDecember 31 (in millions)Weighted-AverageOriginal Useful Lifeas of December 31, 2019 2019 2018Distribution systems11 years $40,639 $38,380Customer premise equipment6 years 26,065 26,208Other equipment9 years 13,025 12,437Buildings and leasehold improvements30 years 15,104 14,188Construction in processN/A 5,245 2,991LandN/A 1,483 1,539Property and equipment, at cost 101,561 95,743Less: Accumulated depreciation 53,239 51,306Property and equipment, net $48,322 $44,437Property and equipment are stated at cost. We capitalize improvements that extend asset lives and expense repairs and maintenance costs as incurred. We recorddepreciation using the straight-line method over the asset’s estimated useful life. For assets that are sold or retired, we remove the applicable cost and accumulateddepreciation and, unless the gain or loss on disposition is presented separately, we recognize it as a component of depreciation expense. Capital expenditures foracquisitions and construction of real estate properties and the construction of Universal Beijing Resort are presented separately in our consolidated statement ofcash flows.In accordance with the accounting guidance related to cable television companies, Cable Communications capitalizes the costs associated with the construction ofand improvements to our cable transmission and distribution facilities, including scalable infrastructure and line extensions; costs associated with acquiring anddeploying new customer premise equipment; and costsComcast 2019 Annual Report on Form 10-K91 Table of ContentsComcast Corporationassociated with installation of our services. Costs capitalized include all direct costs for labor and materials, as well as various indirect costs. Costs incurred inconnection with subsequent disconnects and reconnects are expensed as they are incurred.We evaluate the recoverability of our property and equipment whenever events or substantive changes in circumstances indicate that the carrying amount may notbe recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or otherdeterminants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize animpairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented separately, the impairment charge isincluded as a component of depreciation expense.Certain of our cable franchise agreements and lease agreements contain provisions requiring us to restore facilities or remove property in the event that thefranchise or lease agreement is not renewed. We expect to continually renew our cable franchise agreements and therefore cannot reasonably estimate liabilitiesassociated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in us incurringsignificant expense in complying with restoration or removal provisions. We do not have any material liabilities related to asset retirement obligations recorded inour consolidated financial statements.Note 12: Goodwill and Intangible AssetsGoodwill NBCUniversal (in millions)CableCommunicationsCableNetworksBroadcastTelevisionFilmedEntertainmentThemeParksSkyCorporateand OtherTotalBalance, December 31, 2017$12,784$13,427$806$3,212$6,544$—$7$36,780Acquisitions(a)——36——29,889—29,925Dispositions———(8)——(5)(13)Adjustments—(13)1(9)———(21)Foreign currency translation—(7)—(11)140(639)—(517)Balance, December 31, 201812,78413,4078433,1846,68429,250266,154Acquisitions8616214——17—279Dispositions—————(12)—(12)Adjustments(b)2,166490199138—(1,616)21,379Foreign currency translation3883(1)55822—925Balance, December 31, 2019$15,074$14,067$1,059$3,321$6,739$28,461$4$68,725(a)Acquisitions in 2018 primarily included the Sky acquisition. As of December 31, 2018, the goodwill resulting from the Sky acquisition was presented in the Sky segment. See Note 8 forfurther information on the Sky acquisition.(b)Adjustments in 2019 primarily included 1) measurement period adjustments resulting from finalization of acquisition accounting for Sky and 2) the final assignment of goodwill resultingfrom the Sky transaction to our reporting units.Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired in a business combination and represents the futureeconomic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including increasedfootprint, assembled workforce, noncontractual relationships and other agreements. We assess the recoverability of our goodwill annually, or more frequentlywhenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. We test goodwill forimpairment at the reporting unit level. To determine our reporting units, we evaluate the components one level below the segment level and we aggregate thecomponents if they have similar economic characteristics. As a result of this assessment, our reporting units are generally the same as our reportable segments. Weevaluate the determination of our reporting units used to test for impairment periodically or whenever events or substantive changes in circumstances occur. Theassessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it ismore likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessmentresults in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amountof a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.Unless presented separately, the impairment charge is included as a component of amortization expense. We did not recognize any impairment charges in any ofthe periods presented. 92Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationIntangible Assets 20192018December 31 (in millions)Weighted-AverageOriginal Useful Lifeas of December 31, 2019GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortizationIndefinite-Lived Intangible Assets: Franchise rightsN/A$59,365 $59,365 Trade namesN/A8,809 9,633 FCC licensesN/A2,337 2,333 Finite-Lived Intangible Assets: Customer relationships14 years22,884$(8,295)25,046$(6,682)Software5 years15,357(7,287)11,395(5,990)Other agreements and rights23 years3,958(1,635)4,145(1,522)Total $112,710$(17,217)$111,917$(14,194)Indefinite-Lived Intangible AssetsIndefinite-lived intangible assets consist primarily of our cable franchise rights. Our cable franchise rights represent the values we attributed to agreements withstate and local authorities that allow access to homes and businesses in cable service areas acquired in business combinations. We do not amortize our cablefranchise rights because we have determined that they meet the definition of indefinite-lived intangible assets since there are no legal, regulatory, contractual,competitive, economic or other factors which limit the period over which these rights will contribute to our cash flows. We reassess this determination periodicallyor whenever events or substantive changes in circumstances occur.We assess the recoverability of our cable franchise rights and other indefinite-lived intangible assets annually, or more frequently whenever events or substantivechanges in circumstances indicate that the assets might be impaired. Our three Cable Communications divisions represent the unit of account we use to test forimpairment of our cable franchise rights. We evaluate the unit of account used to test for impairment of our cable franchise rights and other indefinite-livedintangible assets periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing is performed at an appropriate level.The assessment of recoverability may first consider qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-livedintangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-notdetermination or if a qualitative assessment is not performed. When performing a quantitative assessment, we estimate the fair value of our cable franchise rightsand other indefinite-lived intangible assets primarily based on a discounted cash flow analysis that involves significant judgment. When analyzing the fair valuesindicated under the discounted cash flow models, we also consider multiples of Adjusted EBITDA generated by the underlying assets, current market transactionsand profitability information. If the fair value of our cable franchise rights or other indefinite-lived intangible assets were less than the carrying amount, we wouldrecognize an impairment charge for the difference between the estimated fair value and the carrying value of the assets. Unless presented separately, theimpairment charge is included as a component of amortization expense. We did not recognize any material impairment charges in any of the periods presented. Finite-Lived Intangible AssetsEstimated Amortization Expense of Finite-Lived Intangible Assets (in millions) 2020$4,1132021$3,6492022$3,0902023$2,5892024$2,184Finite-lived intangible assets are subject to amortization and consist primarily of customer relationships acquired in business combinations, software andintellectual property rights. Our finite-lived intangible assets are amortized primarily on a straight-line basis over their estimated useful life or the term of theassociated agreement.We capitalize direct development costs associated with internal-use software, including external direct costs of material and services and payroll costs foremployees devoting time to these software projects. We also capitalize costs associated with the purchase of software licenses. We generally amortize them on astraight-line basis over a period not to exceed five years. We expense maintenance and training costs, as well as costs incurred during the preliminary stage of aproject, as they are incurred. We capitalize initial operating system software costs and amortize them over the life of the associated hardware.Comcast 2019 Annual Report on Form 10-K93 Table of ContentsComcast CorporationWe evaluate the recoverability of our finite-lived intangible assets whenever events or substantive changes in circumstances indicate that the carrying amount maynot be recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or otherdeterminants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize animpairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented separately, the impairment charge isincluded as a component of amortization expense.Note 13: Employee Benefit PlansDeferred Compensation PlansYear ended December 31 (in millions)201920182017Benefit obligation$3,273$2,885$2,539Interest expense$285$222$209We maintain unfunded, nonqualified deferred compensation plans for certain members of management and nonemployee directors. The amount of compensationdeferred by each participant is based on participant elections. Participant accounts are credited with income primarily based on a fixed annual rate. Participants areeligible to receive distributions from their account based on elected deferral periods that are consistent with the plans and applicable tax law.We have purchased life insurance policies to recover a portion of the future payments related to our deferred compensation plans. As of December 31, 2019 and2018, the cash surrender value of these policies, which is recorded to other noncurrent assets, was $423 million and $351 million, respectively.Pension and Postretirement Benefit PlansWe sponsor several 401(k) defined contribution retirement plans that allow eligible employees to contribute a portion of their compensation through payrolldeductions in accordance with specified plan guidelines. We make contributions to the plans that include matching a percentage of the employees’ contributions upto certain limits. In 2019, 2018 and 2017, expenses related to these plans totaled $573 million, $546 million and $458 million, respectively.We sponsor a retiree health and welfare benefit plan that provides postretirement benefits to eligible employees. The plan provides, to eligible employees whoretire from Comcast or its subsidiaries, an annual stipend for reimbursement of certain eligible healthcare costs. The amount of the stipend for an eligible retiree isfixed at a predetermined amount based on the retiree’s years of service and whether the retiree is eligible for Medicare. NBCUniversal sponsors variousnonqualified defined benefit pension plans for domestic employees. The future benefits for these plans have been frozen since the beginning of 2013. In addition tothe defined benefit plans it sponsors, NBCUniversal is also obligated to reimburse The General Electric Company (“GE”) for future benefit payments to thoseparticipants who were vested in the supplemental pension plan sponsored by GE at the time of the NBCUniversal transaction in 2011. These plans are all unfundedand not material.We participate in various multiemployer benefit plans, including pension and postretirement benefit plans, that cover some of our employees and temporaryemployees who are represented by labor unions. We also participate in other multiemployer benefit plans that provide health and welfare and retirement savingsbenefits to active and retired participants. If we cease to be obligated to make contributions or were to otherwise withdraw from participation in any of these plans,applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. In addition, actions taken byother participating employers may lead to adverse changes in the financial condition of one of these plans, which could result in an increase in our withdrawalliability. In 2019, 2018 and 2017, the total contributions we made to multiemployer benefit plans were not material.Severance BenefitsWe provide severance benefits to certain former employees. A liability is recorded when payment is probable, the amount is reasonably estimable, and theobligation relates to rights that have vested or accumulated. In 2019, 2018 and 2017, we recorded severance costs of $359 million, $243 million and $203 million,respectively. 94Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationNote 14: EquityCommon StockIn the aggregate, holders of our Class A common stock have 662/3% of the voting power of our common stock and holders of our Class B common stock have331/3% of the voting power of our common stock, which percentage is generally non-dilutable under the terms of our articles of incorporation. Each share of ourClass B common stock is entitled to 15 votes. The number of votes held by each share of our Class A common stock depends on the number of shares of Class Aand Class B common stock outstanding at any given time. The 331/3% aggregate voting power of our Class B common stock cannot be diluted by additionalissuances of any other class of common stock. Our Class B common stock is convertible, share for share, into Class A common stock, subject to certainrestrictions.Shares of Common Stock Outstanding (in millions)Class A Class BBalance, December 31, 20164,742 9Stock compensation plans19 —Repurchases and retirements of common stock(131) —Employee stock purchase plans5 —Balance, December 31, 20174,635 9Stock compensation plans15 —Repurchases and retirements of common stock(140) —Employee stock purchase plans7 —Balance, December 31, 20184,517 9Stock compensation plans21 —Repurchases and retirements of common stock— —Employee stock purchase plans6 —Balance, December 31, 20194,544 9Share RepurchasesEffective January 1, 2017, our Board of Directors increased our share repurchase program authorization to $12 billion, which does not have an expiration date. Asof December 31, 2019, $2.0 billion remained under this authorization.Share Repurchases Under Share Repurchase Program AuthorizationYear ended December 31 (in millions)2019 2018 2017Cash consideration$— $5,000 $5,000Shares repurchased— 140 131Accumulated Other Comprehensive Income (Loss) December 31 (in millions)2019 2018Unrealized gains (losses) on marketable securities$6 $3Deferred gains (losses) on cash flow hedges139 55Unrecognized gains (losses) on employee benefit obligations265 325Cumulative translation adjustments637 (751)Accumulated other comprehensive income (loss), net of deferred taxes$1,047 $(368)Note 15: Share-Based CompensationThe tables below provide information on our share-based compensation.Recognized Share-Based Compensation Expense Year ended December 31 (in millions)2019 2018 2017Restricted share units$564 $402 $349Stock options231 205 205Employee stock purchase plans30 32 32Total$825 $639 $586Comcast 2019 Annual Report on Form 10-K95 Table of ContentsComcast CorporationOur share-based compensation plans consist primarily of awards of RSUs and stock options to certain employees and directors as part of our approach to long-term incentive compensation. Awards generally vest over a period of 5 years and in the case of stock options, have a 10 year term. Additionally, through ouremployee stock purchase plans, employees are able to purchase shares of our common stock at a discount through payroll deductions. As of December 31, 2019,all of our stock options outstanding were net settled stock options. Net settled stock options, as opposed to stock options exercised with a cash payment, result infewer shares being issued and no cash proceeds being received by us when the options are exercised.Stock Options and Restricted Share Units As of December 31, 2019, unless otherwise stated (in millions, except per share data)StockOptions RSUsAwards granted during 201942 17Weighted-average exercise price of awards granted during 2019$40.50 Stock options outstanding and nonvested RSUs192 51Weighted-average exercise price of stock options outstanding$31.84 Weighted-average fair value at grant date of nonvested RSUs $36.54The cost associated with our share-based compensation is based on an award’s estimated fair value at the date of grant and is recognized over the period in whichany related services are provided. RSUs are valued based on the closing price of our common stock on the date of grant and are discounted for the lack ofdividends, if any, during the vesting period. We use the Black-Scholes option pricing model to estimate the fair value of stock option awards.The table below presents the weighted-average fair value on the date of grant of RSUs and stock options awarded under our various plans and the relatedweighted-average valuation assumptions.Year ended December 312019 2018 2017RSUs fair value$40.42 $35.56 $37.77Stock options fair value$7.91 $7.14 $7.01Stock Option Valuation Assumptions: Dividend yield2.1% 2.1% 1.7%Expected volatility22.0% 22.0% 20.1%Risk-free interest rate2.5% 2.7% 2.2%Expected option life (in years)6.0 6.0 6.1As of December 31, 2019, we had unrecognized pretax compensation expense of $1.1 billion related to nonvested RSUs and unrecognized pretax compensationexpense of $493 million related to nonvested stock options that will be recognized over a weighted-average period of approximately 1.5 years and 1.7 years,respectively. In 2019, 2018, and 2017, we recognized $196 million, $75 million and $297 million, respectively, as a reduction to income tax expense as a result ofexcess tax benefits associated with our share-based compensation plans.Note 16: Supplemental Financial InformationCash Payments for Interest and Income Taxes Year ended December 31 (in millions)201920182017Interest$4,254$2,897$2,820Income taxes$3,231$2,355$4,057Noncash ActivitiesDuring 2019:•we acquired $1.9 billion of property and equipment and intangible assets that were accrued butunpaid•we recorded a liability of $956 million for a quarterly cash dividend of $0.21 per common share paid in January2020During 2018:•we acquired $2.1 billion of property and equipment and intangible assets that were accrued butunpaid•we recorded a liability of $860 million for a quarterly cash dividend of $0.19 per common share paid in January2019 96Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast Corporation•we received noncash contributions from noncontrolling interests totaling $391 million related to Universal Beijing Resort (see Note8)During 2017:•we acquired $1.2 billion of property and equipment and intangible assets that were accrued butunpaid•we recorded a liability of $732 million for a quarterly cash dividend of $0.1575 per common share paid in January2018•we completed a senior notes exchange in the fourth quarter of 2017 in which we issued $5.5 billion aggregate principal amount of new senior notes inexchange for $3.9 billion aggregate principal amount of certain series of outstanding senior notes that were issued by us and NBCUniversalCash, Cash Equivalents and Restricted CashThe following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the total of the amountsreported in our consolidated statement of cash flows.December 31 (in millions)20192018Cash and cash equivalents$5,500$3,814Restricted cash included in other current assets4246Restricted cash included in other noncurrent assets, net4749Cash, cash equivalents and restricted cash, end of year$5,589$3,909The carrying amounts of our cash equivalents approximate their fair values. Our cash equivalents consist primarily of money market funds and U.S. governmentobligations, as well as commercial paper and certificates of deposit with maturities of three months or less when purchased.Note 17: Commitments and ContingenciesProgramming and Talent CommitmentsNBCUniversal and Sky enter into long-term commitments with third parties in the ordinary course of business, including commitments to acquire film andtelevision programming, obligations under various creative talent agreements, and various other television-related commitments. Some of NBCUniversal’semployees, including writers, directors, actors, technical and production personnel, and others, as well as some of its on-air and creative talent, are covered bycollective bargaining agreements or works councils. As of December 31, 2019, the total number of NBCUniversal employees covered by collective bargainingagreements was 9,400 full-time equivalent employees. Approximately, 12% of these full-time equivalent employees were covered by collective bargainingagreements that have expired or are scheduled to expire during 2020.We, through Comcast Spectacor, have employment agreements with both players and coaches of the Philadelphia Flyers. Certain of these employment agreements,which provide for payments that are guaranteed regardless of employee injury or termination, are covered by disability insurance if certain conditions are met.The table below summarizes our minimum annual programming and talent commitments. Programming and talent commitments include acquired film andtelevision programming, broadcast rights to sporting events such as the Olympics, and other programming commitments, as well as various contracts with creativetalent.As of December 31, 2019 (in millions)Programming andTalent Commitments2020$14,6822021$7,7012022$7,8492023$3,6742024$4,595Thereafter$13,230LeasesOur leases consist primarily of real estate, vehicles and other equipment. We determine if an arrangement is a lease at inception. Lease assets and liabilities arerecognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes optionsto extend the lease when it is reasonably certain that we willComcast 2019 Annual Report on Form 10-K97 Table of ContentsComcast Corporationexercise that option. We generally utilize our incremental borrowing rate based on information available at the commencement of the lease in determining thepresent value of future payments. The lease asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. Leaseassets and liabilities are not recorded for leases with an initial term of one year or less. Lease expense for operating leases recorded in the balance sheet is includedin operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variablelease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in our consolidated statement of income for the period endedDecember 31, 2019 was $1.1 billion. This amount does not include lease costs associated with production activities or other amounts capitalized in ourconsolidated balance sheet, which are not material.The table below summarizes the operating lease assets and liabilities recorded in our consolidated balance sheet.Consolidated Balance Sheet(in millions)December 31, 2019Other noncurrent assets, net$4,038Accrued expenses and other current liabilities$715Other noncurrent liabilities$3,891The table below summarizes our future minimum lease commitments for operating leases as of December 31, 2019 applying the new guidance.(in millions)December 31, 20192020$8772021791202266920235662024480Thereafter2,243Total future minimum lease payments5,626Less: imputed interest1,020Total liability$4,606The weighted average remaining lease term for operating leases and the weighted average discount rate used to calculate our operating lease liabilities as ofDecember 31, 2019 were 10 years and 3.74%, respectively.In 2019, cash payments for operating leases recorded in the consolidated balance sheet were $914 million. Leases that have not yet commenced and lease assetsand liabilities associated with leases entered into during the year were not material.The tables below summarize our future minimum rental commitments for operating leases as of December 31, 2018 and rent expense for operating leases using theaccounting guidance in effect at that time. These amounts have been updated to include $804 million of future cash payments related to additional contractsdetermined to be operating leases in connection with the Sky transaction.(in millions)December 31, 20182019$8912020$8242021$7222022$5922023$513Thereafter$2,608Year ended December 31 (in millions)20182017Rental expense$779$839Contractual ObligationWe are party to a contractual obligation that involves an interest held by a third party in the revenue of certain theme parks. The arrangement provides thecounterparty with the right to periodic payments associated with current period revenue which are 98Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast Corporationrecorded as an operating expense, and beginning in June 2017, the option to require NBCUniversal to purchase the interest for cash in an amount based on acontractual formula. The contractual formula is based on an average of specified historical theme park revenue at the time of exercise, which amount could besignificantly higher than our carrying value. As of December 31, 2019, our carrying value was $1.1 billion, and the estimated value of the contractual obligationwas $1.8 billion based on inputs to the contractual formula as of that date.Redeemable Subsidiary Preferred StockNBCUniversal Enterprise is a holding company that we control and consolidate whose principal assets are its interests in NBCUniversal Holdings. The holders ofthe Series A cumulative preferred stock of NBCUniversal Enterprise have the right to cause NBCUniversal Enterprise to redeem their shares at a price equal to the$725 million aggregate liquidation preference plus accrued but unpaid dividends for a 30 day period beginning on March 19, 2020 and thereafter on every thirdanniversary of such date (each such date, a “put date”). The NBCUniversal Enterprise preferred stock pays dividends at a fixed rate of 5.25% per year. Shares ofpreferred stock can be called for redemption by NBCUniversal Enterprise at a price equal to the liquidation preference plus accrued but unpaid dividends one yearfollowing the put date applicable to such shares. Because certain of these redemption provisions are outside of our control, the NBCUniversal Enterprise preferredstock is presented outside of equity under the caption “redeemable noncontrolling interests and redeemable subsidiary preferred stock” in our consolidated balancesheet. Its initial value was based on the liquidation preference of the preferred stock and is adjusted for accrued but unpaid dividends. As of December 31, 2019and 2018, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $749 million and $741 million, respectively. The estimated fairvalues are based on level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlationor other means for substantially the full term of the financial instrument.ContingenciesWe are subject to legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actionsis not expected to materially affect our results of operations, cash flows or financial position, any litigation resulting from any such legal proceedings or claimscould be time-consuming and injure our reputation.Note 18: Quarterly Financial Information (Unaudited)(in millions, except per share data)FirstQuarterSecondQuarterThirdQuarterFourthQuarterTotalYear2019 Revenue$26,859$26,858$26,827$28,398$108,942Operating income$5,182$5,356$5,340$5,247$21,125Net income attributable to Comcast Corporation$3,553$3,125$3,217$3,162$13,057Basic earnings per common share attributable to Comcast Corporationshareholders$0.78$0.69$0.71$0.69$2.87Diluted earnings per common share attributable to Comcast Corporationshareholders$0.77$0.68$0.70$0.68$2.83Dividends declared per common share$0.21$0.21$0.21$0.21$0.842018(a) Revenue$22,791$21,735$22,135$27,846$94,507Operating income$4,645$5,014$4,836$4,514$19,009Net income attributable to Comcast Corporation$3,118$3,216$2,886$2,511$11,731Basic earnings per common share attributable to Comcast Corporation shareholders$0.67$0.70$0.63$0.55$2.56Diluted earnings per common share attributable to Comcast Corporation shareholders$0.66$0.69$0.62$0.55$2.53Dividends declared per common share$0.19$0.19$0.19$0.19$0.76Minor differences may exist due to rounding.(a)The 2018 amounts include the operations of Sky from October 9, 2018 through December 31, 2018. See Note 8 for additional information.Comcast 2019 Annual Report on Form 10-K99 Table of ContentsComcast CorporationNote 19: Condensed Consolidating Financial InformationComcast (“Comcast Parent”), Comcast Cable Communications, LLC (“CCCL Parent”) and NBCUniversal (“NBCUniversal Media Parent”) fully andunconditionally guarantee each other’s debt. See Note 7 for additional information on the cross-guarantee structure.Condensed Consolidating Statement of IncomeFor the Year Ended December 31, 2019 (in millions)ComcastParentComcastHoldingsCCCLParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationRevenue: Service revenue$—$—$—$—$108,942$—$108,942Management fee revenue1,262—1,236——(2,498)—Total revenue1,262—1,236—108,942(2,498)108,942Costs and Expenses: Programming and production————34,440—34,440Other operating and administrative801161,23695732,295(2,498)32,807Advertising, marketing and promotion————7,617—7,617Depreciation61———8,602—8,663Amortization5———4,285—4,290Other operating gains———————Total costs and expenses867161,23695787,239(2,498)87,817Operating income (loss)395(16)—(957)21,703—21,125Interest expense(3,511)(13)(190)(474)(379)—(4,567)Investment and other income (loss), net15,58115,36613,7877,2605,755(57,311)438Income (loss) before income taxes12,46515,33713,5975,82927,079(57,311)16,996Income tax (expense) benefit592(9)40(45)(4,251)—(3,673)Net income (loss)13,05715,32813,6375,78422,828(57,311)13,323Less: Net income attributable to noncontrollinginterests and redeemable subsidiary preferredstock————266—266Net income (loss) attributable to ComcastCorporation$13,057$15,328$13,637$5,784$22,562$(57,311)$13,057Comprehensive income (loss) attributable toComcast Corporation$14,472$15,321$13,641$5,744$24,210$(58,916)$14,472 100Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationCondensed Consolidating Statement of IncomeFor the Year Ended December 31, 2018 (in millions)ComcastParentComcastHoldingsCCCL ParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationRevenue: Service revenue$—$—$—$—$94,507$—$94,507Management fee revenue1,197—1,175——(2,372)—Total revenue1,197—1,175—94,507(2,372)94,507Costs and Expenses: Programming and production————29,692—29,692Other operating and administrative947—1,1751,02327,321(2,372)28,094Advertising, marketing and promotion————7,036—7,036Depreciation46———8,235—8,281Amortization5———2,731—2,736Other operating gains————(341)—(341)Total costs and expenses998—1,1751,02374,674(2,372)75,498Operating income (loss)199——(1,023)19,833—19,009Interest expense(2,644)(12)(190)(430)(266)—(3,542)Investment and other income (loss), net13,63813,60412,0216,6945,054(51,236)(225)Income (loss) before income taxes11,19313,59211,8315,24124,621(51,236)15,242Income tax (expense) benefit538840(4)(3,962)—(3,380)Net income (loss)11,73113,60011,8715,23720,659(51,236)11,862Less: Net income loss attributable tononcontrolling interests and redeemablesubsidiary preferred stock————131—131Net income (loss) attributable to ComcastCorporation$11,731$13,600$11,871$5,237$20,528$(51,236)$11,731Comprehensive income (loss) attributable toComcast Corporation$10,908$13,623$11,873$5,279$19,553$(50,328)$10,908 Comcast 2019 Annual Report on Form 10-K101 Table of ContentsComcast CorporationCondensed Consolidating Statement of IncomeFor the Year Ended December 31, 2017 (in millions)ComcastParentComcastHoldingsCCCLParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationRevenue: Service revenue$—$—$—$—$85,029$—$85,029Management fee revenue1,128—1,109——(2,237)—Total revenue1,128—1,109—85,029(2,237)85,029Costs and Expenses: Programming and production————25,355—25,355Other operating and administrative766—1,1091,04424,767(2,237)25,449Advertising, marketing and promotion————6,519—6,519Depreciation31———7,883—7,914Amortization6———2,210—2,216Other operating gains————(442)—(442)Total costs and expenses803—1,1091,04466,292(2,237)67,011Operating income (loss)325——(1,044)18,737—18,018Interest expense(2,172)(12)(207)(456)(239)—(3,086)Investment and other income (loss), net24,07621,76719,6106,5845,545(77,161)421Income (loss) before income taxes22,22921,75519,4035,08424,043(77,161)15,353Income tax (expense) benefit50615671(4)6,840—7,569Net income (loss)22,73521,91119,4745,08030,883(77,161)22,922Less: Net income attributable to noncontrollinginterests and redeemable subsidiary preferred stock————187—187Net income (loss) attributable to ComcastCorporation$22,735$21,911$19,474$5,080$30,696$(77,161)$22,735Comprehensive income (loss) attributable toComcast Corporation$22,822$21,909$19,477$5,054$30,558$(76,998)$22,822 102Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationCondensed Consolidating Statement of Cash FlowsFor the Year Ended December 31, 2019 (in millions)ComcastParentComcastHoldingsCCCLParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationNet cash provided by (used in) operating activities$(1,693)$318$(119)$(1,232)$28,423$—$25,697Investing Activities: Net transactions with affiliates10,218(318)1193,354(13,373)——Capital expenditures(42)———(9,911)—(9,953)Cash paid for intangible assets(4)———(2,471)—(2,475)Acquisitions and construction of real estateproperties(51)———(3)—(54)Construction of Universal Beijing Resort————(1,116)—(1,116)Acquisitions, net of cash acquired————(370)—(370)Proceeds from sales of businesses and investments————886—886Purchases of investments(36)——(72)(1,791)—(1,899)Other————140—140Net cash provided by (used in) investing activities10,085(318)1193,282(28,009)—(14,841)Financing Activities: Proceeds from (repayments of) short-termborrowings, net————(1,288)—(1,288)Proceeds from borrowings4,741———738—5,479Proceeds from collateralized obligation————5,175—5,175Repurchases and repayments of debt(8,821)——(2,010)(3,523)—(14,354)Repurchases of common stock under repurchaseprogram and employee plans(504)—————(504)Dividends paid(3,735)—————(3,735)Distributions to noncontrolling interests anddividends for redeemable subsidiary preferredstock————(311)—(311)Other(78)——(40)475—357Net cash provided by (used in) financing activities(8,397)——(2,050)1,266—(9,181)Impact of foreign currency on cash, cash equivalentsand restricted cash5—————5Increase (decrease) in cash and cash equivalents andrestricted cash————1,680—1,680Cash, cash equivalents and restricted cash, beginningof year———4163,493—3,909Cash, cash equivalents and restricted cash, end ofyear$—$—$—$416$5,173$—$5,589Comcast 2019 Annual Report on Form 10-K103 Table of ContentsComcast CorporationCondensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2018 (in millions)ComcastParentComcastHoldingsCCCLParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationNet cash provided by (used in) operatingactivities$(2,245)$126$(112)$(1,430)$27,958$—$24,297Investing Activities: Net transactions with affiliates(26,179)(575)1121,33625,306——Capital expenditures(27)———(9,747)—(9,774)Cash paid for intangible assets(4)———(1,931)—(1,935)Acquisitions and construction of real estateproperties(105)———(38)—(143)Construction of Universal Beijing Resort————(460)—(460)Acquisitions, net of cash acquired————(38,219)—(38,219)Proceeds from sales of businesses andinvestments———6873—141Purchases of investments(126)——(50)(1,081)—(1,257)Other148449——196—793Net cash provided by (used in) investingactivities(26,293)(126)1121,354(25,901)—(50,854)Financing Activities: Proceeds from (repayments of) short-termborrowings, net(902)———1,281—379Proceeds from borrowings44,113———668—44,781Repurchases and repayments of debt(5,737)——(4)(3,057)—(8,798)Repurchases of common stock under repurchaseprogram and employee plans(5,320)—————(5,320)Dividends paid(3,352)—————(3,352)Distributions to noncontrolling interests anddividends for redeemable subsidiary preferredstock————(277)—(277)Other(201)———(72)—(273)Net cash provided by (used in) financingactivities28,601——(4)(1,457)—27,140Impact of foreign currency on cash, cashequivalents and restricted cash(63)———(182)—(245)Increase (decrease) in cash and cash equivalentsand restricted cash———(80)418—338Cash, cash equivalents and restricted cash,beginning of year———4963,075—3,571Cash, cash equivalents and restricted cash, endof year$—$—$—$416$3,493$—$3,909 104Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationCondensed Consolidating Statement of Cash FlowsFor the Year Ended December 31, 2017 (in millions)ComcastParentComcastHoldingsCCCLParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationNet cash provided by (used in) operatingactivities$151$15$(147)$(1,439)$22,681$—$21,261Investing Activities: Net transactions with affiliates5,578(5)7571,447(7,777)——Capital expenditures(12)———(9,538)—(9,550)Cash paid for intangible assets(4)———(1,601)—(1,605)Acquisitions and construction of real estateproperties(267)———(151)—(418)Construction of Universal Beijing Resort————(71)—(71)Acquisitions, net of cash acquired————(532)—(532)Proceeds from sales of businesses andinvestments———14136—150Purchases of investments(70)(10)(60)(62)(2,090)—(2,292)Other101——58626—785Net cash provided by (used in) investingactivities5,326(15)6971,457(20,998)—(13,533)Financing Activities: Proceeds from (repayments of) short-termborrowings, net(837)———(1,068)—(1,905)Proceeds from borrowings5,997———5,469—11,466Repurchases and repayments of debt(2,288)—(550)(4)(3,522)—(6,364)Repurchases of common stock under repurchaseprogram and employee plans(5,435)—————(5,435)Dividends paid(2,883)—————(2,883)Purchase of Universal Studios Japannoncontrolling interests————(2,299)—(2,299)Distributions to noncontrolling interests anddividends for redeemable subsidiary preferredstock————(252)—(252)Other(31)———131—100Net cash provided by (used in) financingactivities(5,477)—(550)(4)(1,541)—(7,572)Increase (decrease) in cash and cash equivalentsand restricted cash———14142—156Cash, cash equivalents and restricted cash,beginning of year———4822,933—3,415Cash, cash equivalents and restricted cash, endof year$—$—$—$496$3,075$—$3,571Comcast 2019 Annual Report on Form 10-K105 Table of ContentsComcast CorporationCondensed Consolidating Balance SheetDecember 31, 2019 (in millions)ComcastParentComcastHoldingsCCCL ParentNBCUniversalMedia ParentNon- GuarantorSubsidiariesElimination andConsolidationAdjustmentsConsolidatedComcastCorporationAssets Cash and cash equivalents$—$—$—$416$5,084$—$5,500Receivables, net————11,292—11,292Programming rights————3,877—3,877Other current assets11519—244,565—4,723Total current assets11519—44024,818—25,392Film and television costs————8,933—8,933Investments270121561,0855,466—6,989Investment securing collateralized obligation————694—694Investments in and amounts due fromsubsidiaries eliminated upon consolidation164,754152,179135,53655,47292,925(600,866)—Property and equipment, net660———47,662—48,322Goodwill————68,725—68,725Franchise rights————59,365—59,365Other intangible assets, net9———36,119—36,128Other noncurrent assets, net1,058327—977,919(535)8,866Total assets$166,866$152,537$135,692$57,094$352,626$(601,401)$263,414Liabilities and Equity Accounts payable and accrued expensesrelated to trade creditors$58$—$—$—$10,768$—$10,826Accrued participations and residuals————1,730—1,730Deferred revenue————2,768—2,768Accrued expenses and other current liabilities2,3332453883807,170—10,516Current portion of long-term debt2,731——71,714—4,452Total current liabilities5,12224538838724,150—30,292Long-term debt, less current portion75,7861542,1005,75213,973—97,765Collateralized obligation————5,166—5,166Deferred income taxes—350—6728,298(535)28,180Other noncurrent liabilities3,232145—1,63411,754—16,765Redeemable noncontrolling interests andredeemable subsidiary preferred stock————1,372—1,372Equity: Common stock54—————54Other shareholders’ equity82,672151,643133,20449,254266,765(600,866)82,672Total Comcast Corporation shareholders’ equity82,726151,643133,20449,254266,765(600,866)82,726Noncontrolling interests————1,148—1,148Total equity82,726151,643133,20449,254267,913(600,866)83,874Total liabilities and equity$166,866$152,537$135,692$57,094$352,626$(601,401)$263,414 106Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationCondensed Consolidating Balance SheetDecember 31, 2018 (in millions)ComcastParentComcastHoldingsCCCL ParentNBCUniversalMedia ParentNon-GuarantorSubsidiariesEliminationandConsolidationAdjustmentsConsolidatedComcastCorporationAssets Cash and cash equivalents$—$—$—$416$3,398$—$3,814Receivables, net————11,104—11,104Programming rights————3,746—3,746Other current assets6620—283,070—3,184Total current assets6620—44421,318—21,848Film and television costs————7,837—7,837Investments270111437906,669—7,883Investments in and amounts due from subsidiarieseliminated upon consolidation157,264147,028130,21453,85397,872(586,231)—Property and equipment, net670———43,767—44,437Goodwill————66,154—66,154Franchise Rights————59,365—59,365Other intangible assets, net11———38,347—38,358Other noncurrent assets, net1,057208—854,910(458)5,802Total assets$159,338$147,267$130,357$55,172$346,239$(586,689)$251,684Liabilities and Equity Accounts payable and accrued expenses relatedto trade creditors$2$—$—$—$8,492$—$8,494Accrued participations and residuals————1,808—1,808Deferred revenue————2,182—2,182Accrued expenses and other current liabilities2,3571503602827,572—10,721Current portion of long-term debt699——43,695—4,398Total current liabilities3,05815036028623,749—27,603Long-term debt, less current portion81,6611462,1007,74815,690—107,345Deferred income taxes—314—6527,734(524)27,589Other noncurrent liabilities3,006——1,20111,0566615,329Redeemable noncontrolling interests andredeemable subsidiary preferred stock————1,316—1,316Equity: Common stock54—————54Other shareholders’ equity71,559146,657127,89745,872265,805(586,231)71,559Total Comcast Corporation shareholders’ equity71,613146,657127,89745,872265,805(586,231)71,613Noncontrolling interests————889—889Total equity71,613146,657127,89745,872266,694(586,231)72,502Total liabilities and equity$159,338$147,267$130,357$55,172$346,239$(586,689)$251,684 Comcast 2019 Annual Report on Form 10-K107 Table of ContentsItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A: Controls and ProceduresComcast CorporationConclusions regarding disclosure controls and proceduresOur principal executive and principal financial officers, after evaluating the effectiveness of Comcast’s disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls andprocedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, Comcast’s disclosure controls and procedures were effective.Management’s annual report on internal control over financial reportingRefer to Management’s Report on Comcast’s Internal Control Over Financial Reporting on page 63.Attestation report of the registered public accounting firmRefer to Report of Independent Registered Public Accounting Firm on page 64.Changes in internal control over financial reportingThere were no changes in Comcast’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of ExchangeAct Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Comcast’sinternal control over financial reporting.NBCUniversal Media, LLCConclusions regarding disclosure controls and proceduresOur principal executive and principal financial officers, after evaluating the effectiveness of NBCUniversal’s disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls andprocedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, NBCUniversal’s disclosure controls and procedures were effective.Management’s annual report on internal control over financial reportingOur management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our system of internal control overfinancial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States.Our internal control over financial reporting includes those policies and procedures that:•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of ourassets•provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance withaccounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance withauthorizations of our management and our directors•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statementsBecause of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detectmisstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the 108Comcast 2019 Annual Report on Form 10-KTable of ContentsTreadway Commission. Based on this evaluation, our management concluded that NBCUniversal’s system of internal control over financial reporting waseffective as of December 31, 2019.Changes in internal control over financial reportingThere were no changes in NBCUniversal’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) ofExchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect,NBCUniversal’s internal control over financial reporting. Item 9B: Other InformationIran Threat Reduction and Syria Human Rights Act DisclosureAs previously disclosed in our Form 10-Q filings for 2019, pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, companiesare required, among other things, to disclose certain activities, transactions or dealings with the Government of Iran or entities controlled directly or indirectly bythe Government of Iran. Disclosure is generally required even where the activities, transactions or dealings are conducted in compliance with applicable laws andregulations and are de minimis. As of the date of this report, we are not aware of any activity, transaction or dealing during the year ended December 31, 2019 thatrequires disclosure under the Act, except with respect to the following:•Prior to our August 2016 acquisition of DreamWorks Animation, a non-U.S. subsidiary of DreamWorks Animation entered into a licensing agreement inJanuary 2016 that licensed a prior season of a children’s animated television series for a three-year, non-cancelable term and for a one-time fee of $5,200to a broadcasting company that is owned and controlled by the Government of Iran. The broadcasting company paid the license fee in the first quarter of2016. We believe that DreamWorks Animation conducted its licensing activity in compliance with applicable laws and that the license is for thepermissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.•Prior to our fourth quarter 2018 acquisition of Sky, a non-U.S. subsidiary of Sky entered into two licensing agreements that licensed some of Sky’s ownedprogramming content to a broadcasting company that is owned and controlled by the Government of Iran. The first agreement was entered into in June2012, and was amended in July 2016, to license 150 hours of programming content for various three-year license terms for a one-time fee of €86,250. Thelast remaining programming license under this agreement expires in January 2019. The second agreement was entered into in June 2015 to license 80hours of programming content for various three-year license terms for a one-time fee of €45,700. To date, no programming content has been provided,and the license fee has not been paid, pursuant to the agreement. We believe that Sky conducted its licensing activity in compliance with applicable lawsand that the licenses are for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S.sanctions.Comcast 2019 Annual Report on Form 10-K109 Table of ContentsPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceComcastExcept for the information regarding executive officers required by Item 401 of Regulation S-K, we incorporate the information required by this item by referenceto our definitive proxy statement for our annual meeting of shareholders presently scheduled to be held in June 2020. We refer to this proxy statement as the 2020Proxy Statement.The term of office of each of our executive officers continues until his successor is selected and qualified or until his earlier death, resignation or removal. Thefollowing table sets forth information concerning our executive officers, including their ages, positions and tenure, as of the date of this Annual Report on Form10-K.NameAgeOfficer SincePosition with ComcastBrian L. Roberts601986Chairman and Chief Executive Officer; PresidentMichael J. Cavanagh542015Senior Executive Vice President; Chief Financial OfficerStephen B. Burke611998Senior Executive Vice President; Chairman, NBCUniversalDavid L. Cohen642002Senior Executive Vice PresidentDavid N. Watson602017Senior Executive Vice President; President and Chief Executive Officer, ComcastCableThomas J. Reid552019Senior Executive Vice President; General Counsel; SecretaryDaniel C. Murdock462017Senior Vice President; Chief Accounting Officer and ControllerBrian L. Roberts has served as a director and as our President, Chief Executive Officer and Chairman of the Board for more than five years. As of December 31,2019, Mr. Roberts had sole voting power over approximately 331/3% of the combined voting power of our two classes of common stock. He is a son of our latefounder, Mr. Ralph J. Roberts.Michael J. Cavanagh has served as the Chief Financial Officer of Comcast Corporation since July 2015. Prior to joining our company, Mr. Cavanagh had beenCo-President and Co-Chief Operating Officer for The Carlyle Group, a global investment firm, since 2014. Prior to that, Mr. Cavanagh was the Co-ChiefExecutive Officer of the Corporate & Investment Bank of JPMorgan Chase & Co. from 2012 until 2014; the Chief Executive Officer of JPMorgan Chase & Co.’sTreasury & Securities Services business from 2010 to 2012; and the Chief Financial Officer of JPMorgan Chase & Co. from 2004 to 2010. Mr. Cavanagh is also adirector of Yum! Brands, Inc.Stephen B. Burke was appointed Chairman of NBCUniversal effective January 1, 2020 and has served as a Senior Executive Vice President of ComcastCorporation since May 2015. From January 2011 to December 2019, Mr. Burke was the President and Chief Executive Officer of NBCUniversal. Prior to leadingNBCUniversal, Mr. Burke had been Comcast’s Chief Operating Officer and the President of Comcast Cable. Mr. Burke is also a director of JPMorgan Chase &Co. and Berkshire Hathaway Inc.David L. Cohen has served as a Senior Executive Vice President since March 2015 and previously had served as an Executive Vice President for more than fiveyears. Mr. Cohen is also a director of the FS Global Credit Opportunities Funds, the FS Global Credit Opportunities Fund A and the FS Global CreditOpportunities Fund D.David N. Watson has served as a Senior Executive Vice President, Comcast Corporation and President and Chief Executive Officer, Comcast Cable since April2017 and previously had served as Chief Operating Officer, Comcast Cable for more than five years. Mr. Watson is also a director of Amkor Technology, Inc.Thomas J. Reid has served as a Senior Executive Vice President, General Counsel and Secretary since April 2019. Prior to joining our company, Mr. Reid hadserved as the Chairman and Managing Partner of Davis Polk & Wardwell LLP, a global law firm, since 2011. Prior to that, Mr. Reid was a partner at Davis Polk &Wardwell LLP from 2003 to 2011 and a Managing Director in the Investment Banking Division of Morgan Stanley from 2000 to 2003.Daniel C. Murdock has served as a Senior Vice President and our Chief Accounting Officer and Controller since March 2017. He has been our Controller sinceJuly 2015. Prior to joining our company, Mr. Murdock had been with the U.S. Securities and Exchange Commission where he served as the Deputy ChiefAccountant in the agency’s Office of the Chief Accountant since 2013. Prior to that, he was Deloitte & Touche’s Audit/Industry Professional Practice Director formedia and entertainment. 110Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversalCertain information under this Item 10 has been omitted pursuant to General Instruction I(2)(c) to Form 10-K.The table below sets forth certain information with respect to each of NBCUniversal’s executive officers, each of whom has served as such since the close of theNBCUniversal transaction in January 2011, except for Michael J. Cavanagh, who has served since July 2015, Daniel C. Murdock, who has served since March2017 and Thomas J. Reid, who has served since April 2019. The table also sets forth NBCUniversal Holdings’ directors as of December 31, 2019.NameTitleBrian L. RobertsPrincipal Executive OfficerMichael J. CavanaghPrincipal Financial Officer; Director of NBCUniversal HoldingsStephen B. BurkeChairmanDavid L. CohenSenior Executive Vice President; Director of NBCUniversal HoldingsThomas J. ReidSenior Executive Vice President; Director of NBCUniversal HoldingsDaniel C. MurdockSenior Vice President; Principal Accounting OfficerFor the year ended December 31, 2019, NBCUniversal reimbursed Comcast $66 million for direct services provided by our executive officers.Item 11: Executive CompensationComcast incorporates the information required by this item by reference to its 2020 Proxy Statement.This information is omitted for NBCUniversal pursuant to General Instruction I(2)(c) to Form 10-K.Item 12: Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersComcast incorporates the information required by this item by reference to its 2020 Proxy Statement.This information is omitted for NBCUniversal pursuant to General Instruction I(2)(c) to Form 10-K.Item 13: Certain Relationships and Related Transactions, and Director IndependenceComcast incorporates the information required by this item by reference to its 2020 Proxy Statement.This information is omitted for NBCUniversal pursuant to General Instruction I(2)(c) to Form 10-K.Comcast 2019 Annual Report on Form 10-K111 Table of ContentsItem 14: Principal Accountant Fees and ServicesComcast incorporates the information required by this item by reference to its 2020 Proxy Statement.NBCUniversal The Audit Committee of Comcast’s Board of Directors appointed Deloitte & Touche LLP as NBCUniversal’s independent registered public accounting firm forthe years ended December 31, 2019 and 2018. Set forth below are the fees paid or accrued for the services of Deloitte & Touche LLP, the member firms ofDeloitte Touche Tohmatsu and their respective affiliates in 2019 and 2018.(in millions)20192018Audit fees$11.9$12.8Audit-related fees0.70.7Tax fees0.20.2All other fees—0.1Total$12.8$13.8Audit fees in 2019 and 2018 consisted of fees paid or accrued for services rendered to NBCUniversal and its subsidiaries for the audits of its annual financialstatements, reviews of its quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.Audit-related fees in 2019 and 2018 consisted primarily of fees paid or accrued for due diligence services and attestation services related to contractual andregulatory compliance, and audits associated with employee benefit plans in 2018.Tax fees in 2019 and 2018 consisted of fees paid or accrued for domestic and foreign tax compliance services.All other fees in 2019 and 2018 primarily consisted of fees paid or accrued for subscription services.Preapproval Policy of Audit Committee of Services Performed by Independent AuditorsAs a consolidated subsidiary of Comcast, NBCUniversal is subject to the policies of Comcast’s Audit Committee regarding the preapproval of services provided bythe independent auditors. This policy requires that the Audit Committee preapprove all audit and non-audit services performed by the independent auditors toassure that the services do not impair the auditors’ independence. Unless a type of service has received general preapproval, it requires separate preapproval by theAudit Committee. Even if a service has received general preapproval, if the fee associated with the service exceeds $1 million in a single engagement or series ofrelated engagements, it requires separate preapproval. The Audit Committee has delegated its preapproval authority to its Chair. 112Comcast 2019 Annual Report on Form 10-KTable of ContentsPart IVItem 15: Exhibits and Financial Statement SchedulesComcast(a) Comcast’s consolidated financial statements are filed as a part of this report on Form 10-K in Item 8, Financial Statements and Supplementary Data, and a listof Comcast’s consolidated financial statements are found on page 62 of this report. Schedule II, Valuation and Qualifying Accounts, is found on page 151 of thisreport; all other financial statement schedules are omitted because the required information is not applicable, or because the information required is included in theconsolidated financial statements and notes thereto.(b) Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 001-32871, except as otherwise noted):3.1 Amended and Restated Articles of Incorporation of Comcast Corporation (incorporated by reference to Exhibit 3.1 to Comcast’s Current Report onForm 8-K filed on December 15, 2015). 3.2 Amended and Restated By-Laws of Comcast Corporation (incorporated by reference to Exhibit 3.2 to Comcast’s Annual Report on Form 10-K forthe year ended December 31, 2018). 4.1 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Comcast’s Annual Report on Form 10-K for the yearended December 31, 2002). 4.2 Indenture, dated January 7, 2003, between Comcast Corporation, the subsidiary guarantor party thereto, and The Bank of New York Mellon (f/k/aThe Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to Comcast’s Annual Report on Form 10-K for the year endedDecember 31, 2008). 4.3 First Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003 (incorporated by reference to Exhibit 4.5 toComcast’s Annual Report on Form 10-K for the year ended December 31, 2008). 4.4 Second Supplemental Indenture, dated August 31, 2009, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon, as Trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003(incorporated by reference to Exhibit 4.1 to Comcast’s Current Report on Form 8-K filed on September 2, 2009). 4.5 Third Supplemental Indenture, dated March 27, 2013, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenturedated March 25, 2003 and a second Supplemental Indenture dated August 31, 2009 (incorporated by reference to Exhibit 4.4 to Comcast’s QuarterlyReport on Form 10-Q for the quarter ended March 31, 2013). 4.6 Fourth Supplemental Indenture, dated October 1, 2015, to the Indenture dated January 7, 2003 between Comcast Corporation, the subsidiaryguarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, as supplemented by a First SupplementalIndenture dated March 25, 2003, a second Supplemental Indenture dated August 31, 2009 and a Third Supplemental Indenture dated March 27, 2013(incorporated by reference to Exhibit 4.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). 4.7 Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto and The Bank of New York Mellon, as trustee(incorporated by reference to Exhibit 4.3 to Comcast’s Registration Statement on Form S-3 filed September 18, 2013). 4.8 First Supplemental Indenture dated as of November 17, 2015, to the Senior Indenture dated September 18, 2013, among Comcast Corporation, theguarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Post Effective Amendment No. 2to Comcast’s Registration Statement on Form S-3 filed November 23, 2015). 4.9 Indenture, dated as of April 30, 2010, between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, astrustee (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-4 of NBCUniversal Media, LLC (Commission File No. 333-174175) filed on May 13, 2011). Comcast 2019 Annual Report on Form 10-K113 Table of Contents4.10 First Supplemental Indenture, dated March 27, 2013, to the Indenture between NBCUniversal Media, LLC (f/k/a NBC Universal, Inc.) and The Bankof New York Mellon, as trustee, dated April 30, 2010 (incorporated by reference to Exhibit 4.3 to Comcast’s Quarterly Report on Form 10-Q for thequarter ended March 31, 2013). 4.11 Second Supplemental Indenture, dated October 1, 2015, to the Indenture dated April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversalMedia, LLC) and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated March 27, 2013 (incorporatedby reference to Exhibit 4.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). 4.12 Indenture, dated March 19, 2013, among NBCUniversal Enterprise, Inc. (f/k/a Navy Holdings, Inc.), Comcast Corporation, the Cable Guarantorsparty thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Comcast’s Quarterly Report on Form 10-Qfor the quarter ended March 31, 2013). 4.13 Trust Deed dated September 5, 2014 among BSKYB Finance UK plc, British Sky Broadcasting Group plc, the initial guarantors party thereto andBNY Mellon Corporate Trustee Services Limited, as trustee (incorporated by reference to Exhibit 4.13 to Comcast’s Annual Report on Form 10-Kfor the year ended December 31, 2018). 4.14 Supplemental Trust Deed dated March 18, 2015 among Sky Group Finance plc (f/k/a BSKYB Finance UK plc), Sky plc (f/k/a British SkyBroadcasting Group plc), the initial guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated byreference to Exhibit 4.14 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018). 4.15 Description of Comcast Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act. Certain instruments defining the rights of holders of long-term obligation of the registrant and certain of its subsidiaries (the total amount ofsecurities authorized under each of which does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis),are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. We agree to furnish copies of any such instruments to the SEC upon request. 10.1 Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., asadministrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association andMizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on May31, 2016). 10.2 Amendment No. 1 dated April 27, 2018, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions partythereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, WellsFargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’sCurrent Report on Form 8-K filed on April 30, 2018). 10.3 Amendment No. 2 dated June 18, 2019, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions partythereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, WellsFargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’sCurrent Report on Form 8-K filed on June 20, 2019). 10.4 Second Amended and Restated Certificate of Incorporation of NBCUniversal Enterprise, Inc. (f/k/a/ Navy Holdings, Inc.), dated March 19, 2013(incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.5 Certificate of Designations for Series A Cumulative Preferred Stock of NBCUniversal Enterprise, Inc. (f/k/a/ Navy Holdings, Inc.), dated March 19,2013 (incorporated by reference to Exhibit 10.4 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.6 Amendment to Certificate of Designations for Series A Cumulative Preferred Stock of NBCUniversal Enterprise, Inc. dated March 19, 2013(incorporated by reference to Exhibit 10.5 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.7 Term Loan Credit Agreement among Comcast, the financial institutions party thereto, Bank of America, N.A., as administrative agent, Wells FargoBank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC, as jointlead arrangers and joint bookrunners, dated April 25, 2018 (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filedon April 25, 2018). 10.8 Amendment No. 1 dated September 23, 2018, to Term Loan Credit Agreement dated as of April 25, 2018 (incorporated by reference to Exhibit 10.3to Comcast’s Current Report on Form 8-K filed on September 24, 2018). 10.9 Comcast Revolving Credit Agreement Increased Revolving Commitment Activation Notice, dated September 21, 2018 (incorporated by reference toExhibit 10.1 to Comcast’s Current Report on Form 8-K filed on September 24, 2018). 114Comcast 2019 Annual Report on Form 10-KTable of Contents10.10 Comcast Revolving Credit Agreement New Lender Supplement, dated September 21, 2018 (incorporated by reference to Exhibit 10.2 to Comcast’sCurrent Report on Form 8-K filed on September 24, 2018). 10.11* Comcast Corporation 2003 Stock Option Plan, as amended and restated December 18, 2018 (incorporated by reference to Exhibit 10.13 toComcast’s Annual Report on Form 10-K for the year ended December 31, 2018). 10.12* Comcast Corporation 2002 Deferred Compensation Plan, as amended and restated effective February 10, 2009 (incorporated by reference to Exhibit10.5 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2009). 10.13* Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated effective December 10, 2019. 10.14* Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective December 10, 2019. 10.15* Comcast Corporation 2006 Cash Bonus Plan, as amended and restated effective February 18, 2015 (incorporated by reference to Exhibit 10.11 toComcast’s Annual Report on Form 10-K for the year ended December 31, 2015). 10.16* Comcast Corporation 2002 Non-Employee Director Compensation Plan, as amended and restated effective December 11, 2019. 10.17* Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference toAppendix C to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016). 10.18* Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference toAppendix D to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016). 10.19* Employment Agreement with Brian L. Roberts, dated as of July 26, 2017 (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Reporton Form 10-Q for the quarter ended June 30, 2017). 10.20* Amendment No. 1 to Employment Agreement with Brian L. Roberts, dated as of December 16, 2019. 10.21* Employment Agreement between Comcast Corporation and Stephen B. Burke, dated as of December 16, 2009 (incorporated by reference to Exhibit99.1 to Comcast’s Current Report on Form 8-K filed on December 22, 2009). 10.22* Amendment No. 2 to Employment Agreement with Stephen B. Burke, dated as of August 16, 2013 (incorporated by reference to Exhibit 99.1 toComcast’s Current Report on Form 8-K filed on August 16, 2013). 10.23* Amendment No. 3 to Employment Agreement with Stephen B. Burke dated as of July 25, 2016 (incorporated by reference to Exhibit 99.1 toComcast’s Current Report on Form 8-K filed on July 28, 2016). 10.24* Amendment No. 4 to Employment Agreement with Stephen B. Burke, dated as of December 16, 2019. 10.25* Employment Agreement between Comcast Corporation and David L. Cohen, dated as of October 23, 2015 (incorporated by reference to Exhibit 10.1to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). 10.26* Amendment No. 1 to Employment Agreement with David L. Cohen, dated as of December 16, 2019. 10.27* Form of Amendment, dated as of December 14, 2012, to the Employment Agreement with Stephen B. Burke (incorporated by reference to Exhibit10.41 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2012). 10.28* Employment Agreement dated as of December 21, 2018 between Comcast Corporation and Michael J. Cavanagh (incorporated by reference toExhibit 99.1 to Comcast’s Current Report on Form 8-K filed on December 21, 2018). 10.29* Amendment No. 1 to Employment Agreement with Michael J. Cavanagh, dated as of December 16, 2019. 10.30* Employment Agreement dated as of April 2, 2018 between Comcast Corporation and David N. Watson (incorporated by reference to Exhibit 10.4 toComcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). 10.31* Amendment No. 1 to Employment Agreement with David N. Watson, dated as of December 16, 2019. 10.32* Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.40 toComcast’s Annual Report on Form 10-K for the year ended December 31, 2008). 10.33* Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.2 toComcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016). 10.34* Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.42 toComcast’s Annual Report on Form 10-K for the year ended December 31, 2016). Comcast 2019 Annual Report on Form 10-K115 Table of Contents10.35* Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan (incorporated by reference to Exhibit 10.1 toComcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018). 10.36* Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.6 toComcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.37* Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.1 toComcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016). 10.38* Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted StockPlan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). 10.39* Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted StockPlan (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017). 10.40* Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted StockPlan (incorporated by reference to Exhibit 10.5 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). 10.41* Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted StockPlan (incorporated by reference to Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). 10.42* Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.2 toComcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018). 10.43* Form of Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Qfor the quarter ended March 31, 2018). 10.44* Form of Airplane Time Sharing Agreement (incorporated by reference to Exhibit 10.60 to Comcast’s Annual Report on Form 10-K for the yearended December 31, 2014). 10.45* Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the quarterended June 30, 2009). 10.46 Second Amended and Restated Shareholders Agreement, dated as of January 10, 2019, among Atairos Group, Inc., Comcast AG Holdings, LLC,Comcast Spectacor Ventures, LLC, Atairos Partners, L.P., Atairos Management, L.P. and Comcast Corporation (incorporated by reference to Exhibit10.64 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2018). 10.47 Consultant Agreement, dated as of January 20, 1987, between Steven Spielberg and Universal City Florida Partners (incorporated by reference toExhibit 10.49 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20,2010 (File No. 333-164431)). 10.48 Amendment dated February 5, 2001 to the Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City FloridaPartners (incorporated by reference to Exhibit 10.50 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. andUCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 10.49 Amendment to the Consultant Agreement, dated as of October 18, 2009, between Steven Spielberg, Diamond Lane Productions, Inc. and UniversalCity Development Partners, Ltd. (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-4 of Universal CityDevelopment Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 10.50 Letter Agreement dated July 15, 2003, among Diamond Lane Productions, Vivendi Universal Entertainment LLLP and Universal City DevelopmentPartners, Ltd. (incorporated by reference to Exhibit 10.51 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd.and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 21.1 List of subsidiaries. 23.1 Consent of Deloitte & Touche LLP. 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 116Comcast 2019 Annual Report on Form 10-KTable of Contents32.1 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 Annual Report on Form 10-K for the year ended December 31, 2019, filed with theSecurities and Exchange Commission on January 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (1) the ConsolidatedStatement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash Flows; (4) the ConsolidatedBalance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial Statements.* Constitutes a management contract or compensatory plan or arrangement.Comcast 2019 Annual Report on Form 10-K117 Table of ContentsNBCUniversal (a) NBCUniversal’s consolidated financial statements are filed as a part of this report on Form 10-K and a list of the consolidated financial statements are found onpage 123 of this report. Schedule II - Valuation and Qualifying Accounts is found on page 151 of this report; all other financial statement schedules are omittedbecause the required information is not applicable, or because the information required is included in the consolidated financial statements and notes thereto.(b) Exhibits required to be filed by Item 601 of Regulation S-K:3.1 Certificate of Formation of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.1 to NBCUniversal’s Registration Statement on FormS-4 filed on May 13, 2011). 3.2 Certificate of Amendment to Certificate of Formation of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.2 to NBCUniversal’sRegistration Statement on Form S-4 filed on August 25, 2011). 3.3 Limited Liability Company Agreement of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.2 to Amendment No. 2 toNBCUniversal’s Registration Statement on Form S-4 filed on July 12, 2011). 3.4 First Amendment to Limited Liability Company Agreement of NBCUniversal Media, LLC (incorporated by reference to Exhibit 3.4 toNBCUniversal’s Annual Report on Form 10-K for the year ended December 31, 2018). 3.5 Second Amendment to Limited Liability Company Agreement of NBCUniversal Media, LLC 4.1 Indenture, dated as of April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, asTrustee (incorporated by reference to Exhibit 4 to NBCUniversal’s Registration Statement on Form S-4 filed on May 13, 2011). 4.2 First Supplemental Indenture, dated March 27, 2013, to the Indenture between NBCUniversal Media, LLC (f/k/a NBC Universal, Inc.) and The Bankof New York Mellon, as trustee, dated April 30, 2010 (incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q of ComcastCorporation for the quarter ended March 31, 2013). 4.3 Second Supplemental Indenture, dated October 1, 2015, to the Indenture dated April 30, 2010 between NBC Universal, Inc. (n/k/a NBCUniversalMedia, LLC) and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated March 27, 2013 (incorporatedby reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended September 30, 2015). 4.4 Indenture, dated January 7, 2003, between Comcast Corporation, the subsidiary guarantor party thereto, and The Bank of New York Mellon (f/k/aThe Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K of Comcast Corporation for theyear ended December 31, 2008). 4.5 First Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003 (incorporated by reference to Exhibit 4.5 to theAnnual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2008). 4.6 Second Supplemental Indenture, dated August 31, 2009, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon, as Trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenture dated March 25, 2003(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Comcast Corporation filed on September 2, 2009). 4.7 Third Supplemental Indenture, dated March 27, 2013, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto, andThe Bank of New York Mellon (f/k/a The Bank of New York), as trustee, dated January 7, 2003, as supplemented by a First Supplemental Indenturedated March 25, 2003 and a Second Supplemental Indenture dated August 31, 2009 (incorporated by reference to Exhibit 4.4 of the Quarterly Reporton Form 10-Q of Comcast Corporation for the quarter ended March 31, 2013). 4.8 Fourth Supplemental Indenture, dated October 1, 2015, to the Indenture dated January 7, 2003 between Comcast Corporation, the subsidiaryguarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, as supplemented by a First SupplementalIndenture dated March 25, 2003, a second Supplemental Indenture dated August 31, 2009 and a Third Supplemental Indenture dated March 27, 2013(incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended September 30, 2015). 4.9 Senior Indenture dated September 18, 2013, among Comcast Corporation, the guarantors party thereto and The Bank of New York Mellon, as trustee(incorporated by reference to Exhibit 4.3 to Comcast’s Registration Statement on Form S-3 filed September 18, 2013). 118Comcast 2019 Annual Report on Form 10-KTable of Contents4.10 First Supplemental Indenture dated as of November 17, 2015, to the Senior Indenture dated September 18, 2013, among Comcast Corporation, theguarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Post Effective Amendment No. 2to Comcast’s Registration Statement on Form S-3 filed November 23, 2015). 10.1 Second Amended and Restated Limited Liability Company Agreement of NBCUniversal, LLC, dated March 19, 2013 (incorporated by reference toExhibit 10.2 of the Quarterly Report on Form 10-Q of Comcast Corporation for the quarter ended March 31, 2013). 10.2 Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., asadministrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, Wells Fargo Bank, National Association andMizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’s Current Report on Form 8-K filed on May31, 2016). 10.3 Amendment No. 1 dated April 27, 2018, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions partythereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, WellsFargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to NBCUniversal’sCurrent Report on Form 8-K filed on April 30, 2018). 10.4 Amendment No. 2 dated June 18, 2019, to Credit Agreement dated as of May 26, 2016, among Comcast Corporation, the financial institutions partythereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Morgan Stanley MUFG Partners, LLC, WellsFargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (incorporated by reference to Exhibit 10.1 to Comcast’sCurrent Report on Form 8-K filed on June 20, 2019). 10.5 Consultant Agreement, dated as of January 20, 1987, between Steven Spielberg and Universal City Florida Partners (incorporated by reference toExhibit 10.49 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. and UCDP Finance, Inc. filed on January 20,2010 (File No. 333-164431)). 10.6 Amendment dated February 5, 2001 to the Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City FloridaPartners (incorporated by reference to Exhibit 10.50 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd. andUCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 10.7 Amendment to the Consultant Agreement, dated as of October 18, 2009, between Steven Spielberg, Diamond Lane Productions, Inc. and UniversalCity Development Partners, Ltd. (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-4 of Universal CityDevelopment Partners, Ltd. and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 10.8 Letter Agreement dated July 15, 2003, among Diamond Lane Productions, Vivendi Universal Entertainment LLLP and Universal City DevelopmentPartners, Ltd. (incorporated by reference to Exhibit 10.51 to the Registration Statement on Form S-4 of Universal City Development Partners, Ltd.and UCDP Finance, Inc. filed on January 20, 2010 (File No. 333-164431)). 10.9 Loan Agreement dated as of May 1, 2017, among USJ Co., Ltd., the financial institutions party thereto (the “lenders”) and Sumitomo MitsuiBanking Corporation, as agent (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on May 3, 2017). 10.10 Term Loan Credit Agreement among Comcast, the financial institutions party thereto, Bank of America, N.A., as administrative agent, Wells FargoBank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC, as jointlead arrangers and joint bookrunners, dated April 25, 2018 (incorporated by reference to Exhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on April 25, 2018). 10.11 Amendment No. 1 dated September 23, 2018, to Term Loan Credit Agreement, dated April 25, 2018 (incorporated by reference to Exhibit 10.3 toNBCUniversal’s Current Report on Form 8-K filed on September 24, 2018). 10.12 Comcast Revolving Credit Agreement Increased Revolving Commitment Activation Notice, dated September 21, 2018 (incorporated by reference toExhibit 10.1 to NBCUniversal’s Current Report on Form 8-K filed on September 24, 2018). 10.13 Comcast Revolving Credit Agreement New Lender Supplement, dated September 21, 2018 (incorporated by reference to Exhibit 10.2 toNBCUniversal’s Current Report on Form 8-K filed on September 24, 2018). 23.2 Consent of Deloitte & Touche LLP. 31.2 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Comcast 2019 Annual Report on Form 10-K119 Table of Contents32.2 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial statements from NBCUniversal Media, LLC’s Annual Report on Form 10-K for the year ended December 31, 2019, filedwith the Securities and Exchange Commission on January 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (1) theConsolidated Statement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash Flows; (4) theConsolidated Balance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial Statements.Item 16: Form 10-K SummaryNone. 120Comcast 2019 Annual Report on Form 10-KTable of ContentsSignaturesComcastPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized in Philadelphia, Pennsylvania on January 30, 2020. By: /s/ BRIAN L. ROBERTS Brian L. Roberts Chairman and Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated. Signature Title Date /s/ BRIAN L. ROBERTS Chairman and Chief Executive Officer; Director(Principal Executive Officer) January 30, 2020Brian L. Roberts /s/ MICHAEL J. CAVANAGH Senior Executive Vice President andChief Financial Officer(Principal Financial Officer) January 30, 2020Michael J. Cavanagh /s/ DANIEL C. MURDOCK Senior Vice President, Chief Accounting Officer and Controller(Principal Accounting Officer) January 30, 2020Daniel C. Murdock /s/ KENNETH J. BACON Director January 30, 2020Kenneth J. Bacon /s/ MADELINE S. BELL Director January 30, 2020Madeline S. Bell /s/ SHELDON M. BONOVITZ Director January 30, 2020Sheldon M. Bonovitz /s/ EDWARD D. BREEN Director January 30, 2020Edward D. Breen /s/ GERALD L. HASSELL Director January 30, 2020Gerald L. Hassell /s/ JEFFREY A. HONICKMAN Director January 30, 2020Jeffrey A. Honickman /s/ MARITZA G. MONTIEL Director January 30, 2020Maritza G. Montiel /s/ ASUKA NAKAHARA Director January 30, 2020Asuka Nakahara /s/ DAVID C. NOVAK Director January 30, 2020David C. Novak Comcast 2019 Annual Report on Form 10-K121 Table of ContentsNBCUniversalPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized in Philadelphia, Pennsylvania on January 30, 2020. NBCUNIVERSAL MEDIA, LLC By: NBCUNIVERSAL, LLC, its sole member By: /s/ STEPHEN B. BURKE Stephen B. Burke ChairmanPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.Signature Title Date /s/ BRIAN L. ROBERTS Principal Executive Officerof NBCUniversal Media, LLC January 30, 2020Brian L. Roberts /s/ MICHAEL J. CAVANAGH Principal Financial Officerof NBCUniversal Media, LLC;Director of NBCUniversal, LLC January 30, 2020Michael J. Cavanagh /s/ THOMAS J. REID Director of NBCUniversal, LLC January 30, 2020Thomas J. Reid /s/ DAVID L. COHEN Director of NBCUniversal, LLC January 30, 2020David L. Cohen /s/ DANIEL C. MURDOCK Principal Accounting Officerof NBCUniversal Media, LLC January 30, 2020Daniel C. Murdock 122Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLC Financial Statements and Supplementary DataIndexPageReport of Independent Registered Public Accounting Firm124 Consolidated Statement of Income125 Consolidated Statement of Comprehensive Income126 Consolidated Statement of Cash Flows127 Consolidated Balance Sheet128 Consolidated Statement of Changes in Equity129 Notes to Consolidated Financial Statements130 Comcast 2019 Annual Report on Form 10-K123 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Member of NBCUniversal Media, LLCNew York, New YorkOpinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of NBCUniversal Media, LLC and subsidiaries (the “Company”) as of December 31, 2019 and2018, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the three years in the period endedDecember 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in allmaterial respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the threeyears in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controlover financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performingprocedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Deloitte & Touche LLPNew York, New YorkJanuary 30, 2020We have served as the Company’s auditor since 2011. 124Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCConsolidated Statement of IncomeYear ended December 31 (in millions)2019 2018 2017Revenue$34,021 $35,895 $32,950Costs and Expenses: Programming and production14,462 16,330 14,276Other operating and administrative8,123 7,980 7,687Advertising, marketing and promotion2,681 2,952 2,806Depreciation1,023 1,001 994Amortization1,106 1,107 1,047Other operating gains— (141) (337)Total costs and expenses27,395 29,229 26,473Operating income6,626 6,666 6,477Interest expense(738) (489) (727)Investment and other income (loss), net396 (521) (144)Income before income taxes6,284 5,656 5,606Income tax expense(320) (351) (392)Net income5,9645,305 5,214Less: Net income attributable to noncontrolling interests180 68 134Net income attributable to NBCUniversal$5,784 $5,237 $5,080See accompanying notes to consolidated financial statements.Comcast 2019 Annual Report on Form 10-K125 Table of ContentsNBCUniversal Media, LLCConsolidated Statement of Comprehensive IncomeYear ended December 31 (in millions)2019 2018 2017Net income$5,964 $5,305 $5,214Unrealized gains (losses) on marketable securities, net— — (233)Deferred gains (losses) on cash flow hedges, net(5) 3 (13)Employee benefit obligations, net(53) 14 112Currency translation adjustments, net6 (16) 189Comprehensive income5,912 5,306 5,269Less: Net income attributable to noncontrolling interests180 68 134Less: Other comprehensive income (loss) attributable to noncontrolling interests(12) (41) 81Comprehensive income attributable to NBCUniversal$5,744 $5,279 $5,054See accompanying notes to consolidated financial statements. 126Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCConsolidated Statement of Cash FlowsYear ended December 31 (in millions)2019 2018 2017Operating Activities Net income$5,964 $5,305 $5,214Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and other operating gains2,129 1,967 1,704Net (gain) loss on investment activity and other120 689 428Deferred income taxes(42) (39) 2Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: Current and noncurrent receivables, net43 (452) (594)Film and television costs, net(911) 35 (199)Accounts payable and accrued expenses related to trade creditors(27) 57 (43)Other operating assets and liabilities(58) 341 564Net cash provided by operating activities7,218 7,903 7,076Investing Activities Capital expenditures(2,072) (1,730) (1,502)Cash paid for intangible assets(285) (448) (295)Note receivable from Comcast(2,900) (2,054) —Construction of Universal Beijing Resort(1,116) (460) (71)Acquisitions, net of cash acquired(211) (80) (140)Proceeds from sales of businesses and investments464 70 45Purchases of investments(1,024) (587) (490)Other16 (51) 586Net cash provided by (used in) investing activities(7,128) (5,340) (1,867)Financing Activities Proceeds from borrowings791 692 3,948Proceeds from collateralized obligation5,175 — —Repurchases and repayments of debt(3,778) (438) (3,498)Proceeds from (repayments of) borrowings from Comcast, net(70) (1,777) (872)Distributions to member(2,113) (1,627) (1,968)Distributions to noncontrolling interests(242) (205) (209)Purchase of Universal Studios Japan noncontrolling interests— — (2,299)Other127 (121) 79Net cash provided by (used in) financing activities(110) (3,476) (4,819)Increase (decrease) in cash, cash equivalents and restricted cash(20) (913) 390Cash, cash equivalents and restricted cash, beginning of year1,464 2,377 1,987Cash, cash equivalents and restricted cash, end of year$1,444 $1,464 $2,377See accompanying notes to consolidated financial statements.Comcast 2019 Annual Report on Form 10-K127 Table of ContentsNBCUniversal Media, LLCConsolidated Balance SheetDecember 31 (in millions)2019 2018Assets Current Assets: Cash and cash equivalents$1,424 $1,444Receivables, net7,236 7,293Programming rights1,545 1,323Notes receivable from Comcast3,886 2,054Other current assets1,274 1,133Total current assets15,365 13,247Film and television costs7,956 7,292Investments1,560 1,680Investment securing collateralized obligation694 —Note receivable from Comcast1,069 —Property and equipment, net15,751 13,189Goodwill24,240 24,118Intangible assets, net12,940 13,666Other noncurrent assets, net3,473 1,822Total assets$83,048 $75,014Liabilities and Equity Current Liabilities: Accounts payable and accrued expenses related to trade creditors$2,209 $1,933Accrued participations and residuals1,736 1,808Program obligations917 965Deferred revenue1,655 1,118Accrued expenses and other current liabilities2,300 2,195Notes payable to Comcast99 54Current portion of long-term debt301 151Total current liabilities9,217 8,224Long-term debt, less current portion9,709 12,731Collateralized obligation5,166 —Accrued participations, residuals and program obligations1,570 1,712Other noncurrent liabilities6,548 5,177Commitments and contingencies (Note 14) Redeemable noncontrolling interests452 389Equity: Member’s capital49,040 45,618Accumulated other comprehensive income (loss)214 254Total NBCUniversal member’s equity49,254 45,872Noncontrolling interests1,132 909Total equity50,386 46,781Total liabilities and equity$83,048 $75,014See accompanying notes to consolidated financial statements. 128Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCConsolidated Statement of Changes in Equity(in millions)2019 2018 2017Redeemable Noncontrolling Interests Balance, beginning of year$389 $409 $530Contributions from (distributions to) noncontrolling interests, net(59) (52) (65)Other4 (4) (84)Net income (loss)118 36 28Balance, end of year$452 $389 $409 Member’s Capital Balance, beginning of year$45,618 $42,148 $38,894Cumulative effects of adoption of accounting standards— (232) —Distributions to member(2,362) (1,627) (1,968)Contributions from member— — 662Purchase of Universal Studios Japan noncontrolling interests— — (704)Other— 92 184Net income (loss)5,784 5,237 5,080Balance, end of year$49,040 $45,618 $42,148 Accumulated Other Comprehensive Income (Loss) Balance, beginning of year$254 $(20) $(135)Cumulative effects of adoption of accounting standards— 232 —Other comprehensive income (loss)(40) 42 (26)Purchase of Universal Studios Japan noncontrolling interests— — 141Balance, end of year$214 $254 $(20) Noncontrolling Interests Balance, beginning of year$909 $913 $2,116Contributions from (distributions to) noncontrolling interests, net189 299 (120)Other comprehensive income (loss)(12) (41) 81Purchase of Universal Studios Japan noncontrolling interests— — (1,736)Other(16) (294) 466Net income (loss)62 32 106Balance, end of year$1,132 $909 $913Total equity$50,386 $46,781 $43,041See accompanying notes to consolidated financial statements. 129Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNotes to Consolidated Financial Statements Note 1: Basis of Presentation and Summary of Significant Accounting PoliciesUnless indicated otherwise, throughout these notes to the consolidated financial statements, we refer to NBCUniversal and its consolidated subsidiaries as “we,”“us” and “our.” We are one of the world’s leading media and entertainment companies that develops, produces and distributes entertainment, news andinformation, sports, and other content for global audiences, and owns and operates theme parks worldwide.We present our operations as the following four reportable business segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks. SeeNote 2 for additional information on our reportable business segments.Basis of PresentationThe accompanying consolidated financial statements include all entities in which we have a controlling voting interest and variable interest entities (“VIEs”)required to be consolidated in accordance with generally accepted accounting principles in the United States (“GAAP”). Transactions between NBCUniversal andboth Comcast and Comcast’s consolidated subsidiaries are reflected in these consolidated financial statements and disclosed as related party transactions whenmaterial.We translate assets and liabilities of our foreign operations where the functional currency is the local currency, primarily the Japanese yen, euro, British pound andChinese renminbi, into U.S. dollars at the exchange rate as of the balance sheet date and translate revenue and expenses using average monthly exchange rates. Therelated translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in our consolidated balance sheet. Any foreigncurrency transaction gains or losses are included in our consolidated statement of income.Accounting PoliciesOur consolidated financial statements are prepared in accordance with GAAP, which require us to select accounting policies, including in certain cases industry-specific policies, and make estimates that affect the reported amount of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets andcontingent liabilities. Actual results could differ from these estimates. We believe that the judgments and related estimates for the following items are critical in thepreparation of our consolidated financial statements:•film and television costs (see Note4)•valuation and impairment testing of goodwill and intangible assets (see Note11)In addition, the following accounting policy is specific to the industries in which we operate:•capitalization and amortization of film and television costs (see Note4)Information on other accounting policies and methods that we use in the preparation of our consolidated financial statements are included, where applicable, intheir respective footnotes that follow. The collateralized obligation related to our investment in Hulu, LLC (“Hulu”) is discussed in Note 9 and our other long-termdebt is discussed in Note 6. Below is a discussion of accounting policies and methods used in our consolidated financial statements that are not presented withinother footnotes.Advertising ExpensesAdvertising costs are expensed as incurred.Derivative Financial InstrumentsWe use derivative financial instruments to manage our exposure to the risks associated with fluctuations in foreign exchange rates and interest rates. Our objectiveis to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on thederivatives used to economically hedge them.Our derivative financial instruments are recorded in our consolidated balance sheet at fair value. The impact of our derivative financial instruments on ourconsolidated financial statements was not material in any of the periods presented.Fair Value MeasurementsThe accounting guidance related to fair value measurements establishes a hierarchy based on the types of inputs used for the various valuation techniques. Thelevels of the hierarchy are described below. 130Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLC•Level 1: Values are determined using quoted market prices for identical financial instruments in an activemarket•Level 2: Values are determined using quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in marketsthat are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets•Level 3: Values are determined using models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similartechniques, as well as instruments for which the determination of fair value requires significant management judgment or estimationWe use these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis,such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respectivefootnotes. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation and classificationwithin the fair value hierarchy.Note 2: Segment InformationCable Networks consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content; our regionalsports and news networks; our international cable networks; our cable television studio production operations; and various digital properties.Broadcast Television consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, theNBC Universo national cable network, our broadcast television studio production operations, and various digital properties.Filmed Entertainment consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide;our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.Theme Parks consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, we are developing atheme park in Beijing, China along with a consortium of Chinese state-owned companies, and an additional theme park in Orlando, Florida.We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to NBCUniversal excluded fromAdjusted EBITDA are not separately evaluated. We do not present a measure of total assets for our reportable business segments as this information is not used bymanagement to allocate resources and capital. Our financial data by business segment is presented in the tables below. (in millions)RevenueAdjustedEBITDA(c) Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2019 Cable Networks$11,513$4,444$735$41$17Broadcast Television10,2611,73015716115Filmed Entertainment6,493833792122Theme Parks5,9332,4556961,60560Headquarters and Other(a)142(706)462244171Eliminations(b)(321)(1)———Total$34,021$8,755$2,129$2,072$285Comcast 2019 Annual Report on Form 10-K131 Table of ContentsNBCUniversal Media, LLC(in millions)RevenueAdjustedEBITDA(c)Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2018 Cable Networks(d)$11,773$4,428$738$42$23Broadcast Television(d)11,4391,65714620481Filmed Entertainment7,1527341453525Theme Parks5,6832,4556601,143173Headquarters and Other(a)212(645)419306146Eliminations(b)(d)(364)4———Total$35,895$8,633$2,108$1,730$448(in millions)RevenueAdjustedEBITDA(c)Depreciation and AmortizationCapitalExpendituresCash Paid for Intangible Assets2017 Cable Networks$10,497$4,053$755$33$19Broadcast Television9,5631,25113318022Filmed Entertainment7,5951,2761095823Theme Parks5,4432,38464896078Headquarters and Other(a)179(779)396271153Eliminations(b)(327)(4)———Total$32,950$8,181$2,041$1,502$295(a)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, which consisted primarily of the licensing of film and television content from Filmed Entertainmentand Broadcast Television to Cable Networks; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third-partyrevenue.(c)We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to NBCUniversal before net income (loss)attributable to noncontrolling interests, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such asimpairment 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 impactof 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 theaggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.Year ended December 31 (in millions)201920182017Adjusted EBITDA$8,755$8,633$8,181Depreciation(1,023)(1,001)(994)Amortization(1,106)(1,107)(1,047)Other operating gains—141337Interest expense(738)(489)(727)Investment and other income (loss), net396(521)(144)Income before income taxes$6,284$5,656$5,606(d)The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in Cable Networks and Broadcast Television. The revenueand operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in Broadcast Television. Included in Eliminations are transactions relating to theseevents that Broadcast Television and Cable Networks enter into with other segments. 132Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNote 3: RevenueYear ended December 31 (in millions)2019 2018 2017Distribution$6,790 $6,826 $6,081Advertising3,478 3,587 3,359Content licensing and other1,245 1,360 1,057Total Cable Networks11,513 11,773 10,497 Advertising5,712 7,010 5,654Content licensing2,157 2,182 2,114Distribution and other2,392 2,247 1,795Total Broadcast Television10,261 11,439 9,563 Theatrical1,469 2,111 2,192Content licensing3,045 2,899 2,956Home entertainment957 1,048 1,287Other1,022 1,094 1,160Total Filmed Entertainment6,493 7,152 7,595 Total Theme Parks5,933 5,683 5,443Headquarters and Other142 212 179Eliminations(a)(321) (364) (327)Total NBCUniversal$34,021 $35,895 $32,950(a)Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.We operate primarily in the United States, but also in select international markets primarily in Europe and Asia. The table below summarizes revenue bygeographic location.Year ended December 31 (in millions)2019 2018 2017United States$27,002 $28,309 $25,303Foreign7,019 7,586 7,647Total revenue$34,021 $35,895 $32,950DistributionCable Networks generates revenue from the distribution of our cable network programming to traditional and virtual multichannel video providers. BroadcastTelevision generates revenue from the fees received under retransmission consent agreements and associated fees received from NBC-affiliated local broadcasttelevision stations.These arrangements are accounted for as licenses of functional intellectual property and revenue is recognized as programming is provided on a monthly basis,generally under multiyear agreements. Monthly fees received under distribution agreements with multichannel video providers are generally based on the numberof subscribers. Payment terms and conditions vary by contract type, although terms generally include payment within 60 days.AdvertisingCable Networks and Broadcast Television generate revenue from the sale of advertising on our cable and broadcast networks, our owned local broadcast televisionstations and various digital properties.We enter into advertising arrangements with customers and have determined that a contract exists once all terms and conditions are agreed upon, typically whenthe number of advertising units is specifically identified and the timing of airing is scheduled. Advertisements are generally aired or viewed within one year onceall terms are agreed upon. Revenue is recognized, net of agency commissions, in the period in which advertisements are aired or viewed and payment occursthereafter, with payment generally required within 30 days. In some instances, we guarantee audience ratings for the advertisements. To the extent there is ashortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additionaladvertising units generally within one year of the original airing.Comcast 2019 Annual Report on Form 10-K133 Table of ContentsNBCUniversal Media, LLCTheatricalFilmed Entertainment generates revenue from the worldwide theatrical release of produced and acquired films for exhibition in movie theaters. Theatrical revenueis affected by the timing, nature and number of films released in movie theaters and their acceptance by audiences. It is also affected by the number of exhibitionscreens, ticket prices, the percentage of ticket sale retention by the exhibitors and the popularity of competing films at the time when films are released. Werecognize revenue as the films are viewed and exhibited in theaters and payment generally occurs within 30 days after exhibition.Content LicensingCable Networks, Broadcast Television and Filmed Entertainment generate revenue from the licensing of our owned film and television content in the United Statesand internationally to cable, broadcast and premium networks and subscription video on demand services. Our agreements generally include fixed pricing and spanmultiple years. For example, following a film’s theatrical release, Filmed Entertainment may license the exhibition rights of a film to different customers overmultiple successive distribution windows.We recognize revenue when the content is delivered and available for use by the licensee. When the term of an existing agreement is renewed or extended, werecognize revenue at the later of when the content is available or when the renewal or extension period begins. Payment terms and conditions vary by contract type,although payments are generally collected over the license term. The amount of future revenue to be earned related to fixed pricing under existing agreements atany given time equals approximately 1 to 2 years of annual Filmed Entertainment content licensing revenue, which is the segment with the largest portion of thisfuture revenue. The majority of this revenue will be recognized within 2 years. This amount may fluctuate from period to period depending on the timing of thereleases and the availability of content under existing agreements and may not represent the total revenue expected to be recognized as it does not include revenuefrom future agreements or from variable pricing or optional purchases under existing agreements.For our agreements that include variable pricing, such as pricing based on the number of subscribers to a subscription video on demand service sold by ourcustomers, we generally recognize revenue as our customers sell to their subscribers.Home EntertainmentFilmed Entertainment generates revenue from the sale of our produced and acquired films on standard-definition digital video discs and Blu-ray discs (together,“DVDs”) and through digital distribution services. Cable Networks and Broadcast Television also generate revenue from the sale of owned programming on DVDsand through digital distribution services, which is reported in other revenue. We generally recognize revenue from DVD sales, net of estimated returns andcustomer incentives, on the date that DVDs are delivered to and made available for sale by retailers. Payment terms generally include payment within 60 to 90 daysfrom delivery to the retailer.Theme ParksTheme Parks generates revenue primarily from guest spending at our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. Guestspending includes ticket sales and in-park spending on food, beverages and merchandise. We recognize revenue from ticket sales when the tickets are used,generally within a year from the date of purchase. For annual passes, we generally recognize revenue on a straight-line basis over the period the pass is available tobe used. We recognize revenue from in-park spending at the point of sale.Consolidated Balance SheetThe following tables summarize our accounts receivable and other balances that are not separately presented in our consolidated balance sheet that relate to therecognition of revenue and collection of the related cash.December 31 (in millions)2019 2018Receivables, gross$7,336 $7,392Less: Allowance for doubtful accounts100 99Receivables, net$7,236 $7,293December 31 (in millions)2019 2018Noncurrent receivables (included in other noncurrent assets, net)$1,146 $1,180Noncurrent deferred revenue (included in other noncurrent liabilities)$394 $481 134Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNote 4: Film and Television CostsDecember 31 (in millions)20192018Film Costs: Released, less amortization$1,546$1,600Completed, not released187144In production and in development1,3141,063 3,0472,807Television Costs: Released, less amortization2,7062,161In production and in development1,162953 3,8683,114Programming rights, less amortization2,5862,694 9,5018,615Less: Current portion of programming rights1,5451,323Film and television costs$7,956$7,292Based on our current estimates of the total remaining revenue from all sources (“ultimate revenue”), in 2020 we expect to amortize approximately $1.9 billion offilm and television costs associated with our original film and television productions that have been released, or are completed and have not been released.Through 2022, we expect to amortize approximately 88% of unamortized film and television costs for our released productions, excluding amounts allocated toacquired libraries.As of December 31, 2019, acquired film and television libraries, which are included within the “released, less amortization” captions in the table above, hadremaining unamortized costs of $328 million. These costs are generally amortized over a period not to exceed 20 years, and approximately 47% of these costs areexpected to be amortized through 2022.Capitalization of Film and Television CostsWe capitalize film and television production costs, including direct costs, production overhead, print costs, development costs and interest. We amortizecapitalized film and television production costs, including acquired libraries, and accrue costs associated with participation and residual payments to programmingand production expenses. We generally record the amortization and the accrued costs using the individual film forecast computation method, which amortizes thecosts in the same ratio as the associated ultimate revenue. Estimates of ultimate revenue and total costs are based on anticipated release patterns, public acceptanceand historical results for similar productions. Unamortized film and television production costs, including acquired libraries, are stated at the lower of unamortizedcost or fair value. We do not capitalize costs related to the distribution of a film in movie theaters or the licensing or sale of a film or television production, whichprimarily include costs associated with marketing and distribution.In determining the method of amortization and estimated life of an acquired film or television library, we generally use the method and the life that most closelyfollow the undiscounted cash flows over the estimated life of the asset.When an event or a change in circumstance occurs that was known or knowable as of the balance sheet date and that indicates the fair value of a film is less thanits unamortized costs, we determine the fair value of the film and record an impairment charge for the amount by which the unamortized capitalized costs exceedthe film’s fair value. The estimated fair value of a production is based on level 3 inputs that primarily use an analysis of future expected cash flows. Adjustments tocapitalized film production costs were not material in any of the periods presented.We may enter into cofinancing arrangements with third parties to jointly finance or distribute certain of our film productions. Cofinancing arrangements can takevarious forms, but in most cases involve the grant of an economic interest in a film to an investor. The number of investors and the terms of these arrangements canvary, although investors generally assume the full risks and rewards for the portion of the film acquired in these arrangements. We account for the proceedsreceived from a third-party investor under these arrangements as a reduction to our capitalized film costs. Under these arrangements, the investor owns anundivided copyright interest in the film, and therefore in each period we record either a charge or a benefit to programming and production expenses to reflect theestimate of the third-party investor’s interest in the profit or loss of the film. The estimate of the third-party investor’s interest in the profit or loss of a film isdetermined using the ratio of actual revenue earned to date to the ultimate revenue expected to be recognized over the film’s useful life.We capitalize the costs of programming rights for content that we license but do not own at the earlier of when payments are made for the programming or whenthe license period begins and the content is made available for use. We amortize capitalized programming costs as the associated programs are broadcast. Werecognize the costs of multiyear, live-event sports programming rights as the rights are utilized over the contract term based on estimated relative value. Estimatedrelative value is generally basedComcast 2019 Annual Report on Form 10-K135 Table of ContentsNBCUniversal Media, LLCon the ratio of the current period revenue to the estimated ultimate revenue or the terms of the contract. Advance payments for rights to multiyear, live-event sportsprogramming are included in programming rights.Programming costs are recorded at the lower of unamortized cost or net realizable value on a program by program, package, channel or daypart basis. A daypart isan aggregation of programs broadcast during a particular time of day or programs of a similar type. Programming acquired by Cable Networks is primarily testedon a channel basis for impairment, whereas programming acquired by Broadcast Television is tested on a daypart basis. If we determine that the estimates of futurecash flows are insufficient or if there is no plan to broadcast certain programming, we recognize an impairment charge to programming and production expenses.Note 5: Income TaxesComponents of Income Tax Expense Year ended December 31 (in millions)201920182017Foreign Current income tax expense$(184)$(230)$(201)Deferred income tax expense44317Withholding tax expense(145)(163)(187)U.S. domestic tax expense(35)11(11)Income tax expense$(320)$(351)$(392)We are a limited liability company and are disregarded for U.S. federal income tax purposes as an entity separate from NBCUniversal Holdings, a tax partnership.For U.S. federal and state income tax purposes, our income is included in tax returns filed by Comcast and its subsidiaries, and therefore we are not expected toincur any significant current or deferred U.S. domestic income taxes. Our tax liability is comprised primarily of withholding tax on foreign licensing activity andincome taxes on foreign earnings. As a result of our tax status, the deferred tax assets and liabilities included in our consolidated balance sheet at December 31,2019 and 2018 were not material.In jurisdictions in which we are subject to income taxes, we base our provision for income taxes on our current period income, changes in our deferred income taxassets and liabilities, income tax rates, changes in estimates of our uncertain tax positions, and tax planning opportunities available in the jurisdictions in which weoperate. We recognize deferred tax assets and liabilities when there are temporary differences between the financial reporting basis and tax basis of our assets andliabilities and for the expected benefits of using net operating loss carryforwards. When a change in the tax rate or tax law has an impact on deferred taxes, weapply the change based on the years in which the temporary differences are expected to reverse. We record the change in our consolidated financial statements inthe period of enactment.The liabilities for uncertain tax positions included in our consolidated balance sheet were not material as of December 31, 2019 and 2018. Various domestic andforeign tax authorities are examining our tax returns through tax year 2017. The majority of the periods under examination relate to tax years 2010 and forward. 136Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNote 6: Long-Term DebtLong-Term Debt Outstanding December 31 (in millions)Weighted-AverageInterest Rate as of December 31, 2019 2019(a)2018(a)Term loans2.04% $3,740$4,122Senior notes with maturities of 5 years or less, at face value3.88% 3,0005,000Senior notes with maturities between 5 and 10 years, at face value— ——Senior notes with maturities greater than 10 years, at face value5.50% 2,7592,759Notes due 2049 to Comcast— —610Other, including capital lease obligations— 544427Debt issuance costs, premiums and discounts, net— (33)(36)Total debt3.59% 10,01012,882Less: Current portion 301151Long-term debt $9,709$12,731(a)As of December 31, 2019, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of ¥284 billion and ¥9 billion RMB. As of December31, 2018, included in our outstanding debt were foreign currency denominated borrowings with principal amounts of ¥400 billion and ¥4 billion RMB.As of December 31, 2019 and 2018, our debt, excluding our revolving credit agreement with Comcast, had an estimated fair value of $11.0 billion and $13.2billion, respectively. The estimated fair value of our publicly traded debt was primarily based on level 1 inputs that use quoted market value for the debt. Theestimated fair value of debt for which there are no quoted market prices was based on level 2 inputs that use interest rates available to us for debt with similar termsand remaining maturities.Principal Maturities of Debt (in millions) 2020$3032021$2,3832022$2,0312023$1,0212024$15Thereafter$4,290Guarantee StructureWe, Comcast and a 100% owned cable holding company subsidiary of Comcast (“CCCL Parent”) fully and unconditionally guarantee each other’s debt securities,including the $7.6 billion Comcast revolving credit facility due 2022. As of December 31, 2019, $82.5 billion principal amount of outstanding debt securities ofComcast and CCCL Parent were subject to the cross-guarantee structure.We do not, however, guarantee the obligations of NBCUniversal Enterprise with respect to its $1.5 billion outstanding debt securities, including its senior notes,revolving credit facility, commercial paper program nor its $725 million liquidation preference of Series A cumulative preferred stock.The Universal Studios Japan term loans are not subject to the cross-guarantee structure, however they have a separate guarantee from Comcast.The Universal Beijing Resort term loan is not guaranteed.Comcast 2019 Annual Report on Form 10-K137 Table of ContentsNBCUniversal Media, LLCNote 7: Significant Transactions 2018Universal Beijing ResortIn 2018, we entered into an agreement with a consortium of Chinese state-owned companies to build and operate a Universal theme park and resort in Beijing,China (“Universal Beijing Resort”). We own a 30% interest in Universal Beijing Resort and the construction is being funded through a combination of debtfinancing and equity contributions from the investors in accordance with their equity interests. The debt financing, which is being provided by a syndicate ofChinese financial institutions, contains certain financial and operating covenants and a maximum borrowing limit of ¥26.6 billion RMB (approximately $3.8billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. As of December 31, 2019, UniversalBeijing Resort had $1.3 billion principal amount of a term loan outstanding under the debt financing agreement.We have concluded that Universal Beijing Resort is a variable interest entity based on its governance structure, and we consolidate it because we have the power todirect activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees or other financial commitments betweenus and Universal Beijing Resort, and therefore our maximum risk of financial loss is our 30% interest. Universal Beijing Resort’s results of operations are reportedin our Theme Parks segment. Our consolidated statement of cash flows includes the costs of construction and related borrowings in the “construction of UniversalBeijing Resort” and “proceeds from borrowings” captions, respectively, and equity contributions from the noncontrolling interests are included in other financingactivities.In March 2018, Universal Beijing Resort received initial equity investments through a combination of cash and noncash contributions from the investors. As ofDecember 31, 2019, our consolidated balance sheet included assets, primarily property and equipment, and liabilities, including the term loan, of Universal BeijingResort totaling $3.0 billion and $2.1 billion, respectively.2017FCC Spectrum AuctionOn April 13, 2017, the Federal Communications Commission announced the results of its spectrum auction. In the auction, we relinquished our spectrum rights inthe New York, Philadelphia and Chicago designated market areas (“DMAs”) where NBC and Telemundo had overlapping spectrum. We received proceeds of$482 million in July 2017, which were recorded in other investing activities in our consolidated statement of cash flows. We recognized a pretax gain of $337million in other operating gains in 2017. NBC and Telemundo stations share broadcast signals in these DMAs.Universal Studios JapanOn April 6, 2017, we acquired the remaining interests in Universal Studios Japan that we did not already own for $2.3 billion. The acquisition was funded throughborrowings under our revolving credit agreement with Comcast. Because we maintained control of Universal Studios Japan, the difference between theconsideration transferred and the recorded value of the noncontrolling interests, as well as the related accumulated other comprehensive income impacts, wererecorded to additional paid-in capital.Note 8: Recent Accounting PronouncementsLeasesIn February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees torecognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosuresregarding the amount, timing and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement and presentation of expenses and cashflows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019 on a prospective basis and asa result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within thenew standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.Upon adoption, we recorded $1.7 billion and $1.8 billion for operating lease assets and liabilities, respectively, which includes the impact of fair value adjustments,prepaid and deferred rent and lease incentives. The adoption of the updated accounting guidance did not significantly impact our recognition of finance leases,which were previously described as capital leases. As of the date of adoption, our liabilities for finance leases were $332 million which were recorded in long-termdebt, and the related assets were recorded in property and equipment, net. Our finance leases were not considered material for further disclosure. The adoption ofthe new accounting guidance did not have a material impact on our consolidated results of operations or cash flows. See Note 14 for further information. 138Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCFilm and Television CostsIn March 2019, the FASB updated the accounting guidance related to film and television costs. The updated guidance aligns the accounting for production costs ofepisodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updatedguidance also updates certain presentation and disclosure requirements for capitalized film and television costs and requires impairment testing to be performed ata group level for capitalized film and television costs when the content is predominantly monetized with other owned or licensed content. We will adopt theupdated accounting guidance prospectively in the first quarter of 2020. Following adoption, we will present all film and television costs, including capitalized costsof acquired programming rights, as noncurrent assets in the consolidated balance sheet. We do not expect the updated accounting guidance to have a materialimpact on our consolidated results of operations or financial position.Credit LossesIn June 2016, the FASB updated the accounting guidance related to the measurement of credit losses on financial instruments, including trade receivables andloans. The updated guidance requires the recognition of credit losses on financial instruments based on an estimate of expected losses, replacing the incurred lossmodel in the prior guidance. We will adopt the updated accounting guidance prospectively in the first quarter of 2020. We do not expect the updated accountingguidance to have a material impact on our consolidated results of operations or financial position.Note 9: InvestmentsInvestment and Other Income (Loss), Net Year ended December 31 (in millions)2019 2018 2017Equity in net income (losses) of investees, net$(402) $(371) $(201)Realized and unrealized gains (losses) on equity securities, net466 (217) —Other income (loss), net332 67 57Investment and other income (loss), net$396 $(521) $(144)Investments December 31 (in millions)2019 2018Equity method$1,156 $707Marketable equity securities295 162Nonmarketable equity securities804 811Total investments2,255 1,680Less: Current investments1 —Less: Investment securing collateralized obligation694 —Noncurrent investments$1,560 $1,680Equity MethodWe use the equity method to account for investments in which we have the ability to exercise significant influence over the investee’s operating and financialpolicies, or in which we hold a partnership or limited liability company interest in an entity with specific ownership accounts, unless we have virtually no influenceover the investee’s operating and financial policies. Equity method investments are recorded at cost and are adjusted to recognize (1) our share, based onpercentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the recorded investment thatexceeds our share of the book value of the investee’s net assets, (3) additional contributions made and dividends received, and (4) impairments resulting fromother-than-temporary declines in fair value. For some investments, we record our share of the investee’s net income or loss one quarter in arrears due to the timingof our receipt of such information. Gains or losses on the sale of equity method investments are recorded to other income (loss), net. If an equity method investeewere to issue additional securities that would change our proportionate share of the entity, we would recognize the change, if any, as a gain or loss to other income(loss), net.Hulu and Collateralized ObligationIn May 2019, we entered into a series of agreements (the “Hulu Transaction”) with The Walt Disney Company and certain of its subsidiaries (“Disney”), wherebywe relinquished our board seats and substantially all voting rights associated with our investment in Hulu, and Disney assumed full operational control. We alsoacquired our proportionate share of the approximate 10% interest in Hulu previously held by AT&T Inc. (“AT&T”) for approximately $477 million, increasing ourownership interest to approximately 33% from approximately 30%.Comcast 2019 Annual Report on Form 10-K139 Table of ContentsNBCUniversal Media, LLCFollowing the Hulu Transaction, future capital calls are limited to $1.5 billion in the aggregate each year, with any excess funding requirements funded withmember loans. We have the right, but not the obligation, to fund our proportionate share of these capital calls, and if we elect not to fund our share of future equitycapital calls, our ownership interest will be diluted, subject to an ownership floor of 21%. The Hulu Transaction agreements include put and call provisionsregarding our ownership interest in Hulu, pursuant to which, as early as January 2024, we can require Disney to buy, and Disney can require us to sell our interest,in either case, for fair value at that future time subject to a minimum equity value of $27.5 billion for 100% of the equity of Hulu. The minimum total equity valueand ownership floor guarantee minimum proceeds of approximately $5.8 billion upon exercise of the put or call.In connection with the Hulu Transaction, we agreed to extend certain licenses of NBCUniversal content until late 2024. We can terminate most of our contentlicense agreements with Hulu beginning in 2022, and beginning in 2020, we have the right to modify certain content licenses that are currently exclusive to Hulu,so that we can exhibit the content on our platforms in return for reducing the license fee.In August 2019, we entered into a financing arrangement with a syndicate of banks whereby we received proceeds of $5.2 billion under a term loan facility dueMarch 2024. The principal amount of the term loan is secured by the proceeds guaranteed by Disney under the put/call provisions related to our investment inHulu. The proceeds from the put/call provisions are available only for the repayment of the term loan and are not available to us unless and until the bank lendersare fully paid under the term loan provisions. The bank lenders have no rights to proceeds from the put/call provisions in excess of amounts owed under the termloan. As a result of this transaction, we now present our investment in Hulu and the term loan separately in our consolidated balance sheet in the captions“investment securing collateralized obligation” and “collateralized obligation”, respectively. The recorded value of our investment reflects our historical cost inapplying the equity method, and as a result, is less than its fair value. As of December 31, 2019, our collateralized obligation had a carrying value of $5.2 billionand an estimated fair value of $5.2 billion. The estimated fair value was based on level 2 inputs that use interest rates for debt with similar terms and remainingmaturities.We account for our investment using the equity method. In 2019, 2018 and 2017, we recognized losses of $473 million, $454 million and $276 million,respectively, in equity in net income (losses) of investees, net. In 2019, 2018 and 2017, we made cash capital contributions totaling $903 million, inclusive of thefunding for the acquisition of the AT&T interest, $454 million and $300 million, respectively, to Hulu. As of December 31, 2019 and 2018, our investment was$694 million and $248 million, respectively.In August 2016, Time Warner Inc., which was acquired by AT&T in 2018, acquired a 10% interest in Hulu, diluting our interest at that time from approximately33% to approximately 30%. Given the contingent nature of put and call options related to that interest, we recorded a deferred gain as a result of the dilution. In thefirst quarter of 2019, the put and call options expired unexercised and we recognized the previously deferred gain of $159 million in other income (loss), net.Marketable Equity SecuritiesWe classify investments with readily determinable fair values that are not accounted for under the equity method as marketable equity securities. Marketable equitysecurities are recorded at cost and adjusted to fair value at each reporting period. The changes in fair value between measurement dates are recorded in realized andunrealized gains (losses) on equity securities, net. The fair values of our marketable equity securities are based on level 1 inputs that use quoted market prices.SnapIn March 2017, Comcast acquired an interest in Snap Inc. as part of its initial public offering. On March 31, 2017, Comcast contributed its investment in Snap tous as an equity contribution of $662 million, which was recorded in our consolidated statement of equity based on the fair value of the investment as of March 31,2017 and was classified as a marketable equity security. We sold our investment in 2019. We recognized gains of $293 million and losses of $268 million in 2019and 2018, respectively. As of December 31, 2018, our investment was $162 million.PelotonIn 2019, we recognized unrealized gains of $184 million which included unrealized gains as a result of Peloton’s initial public offering in September 2019.Following the initial public offering, we now present our investment in marketable equity securities, which was previously presented in non-marketable equitysecurities. As of December 31, 2019 and 2018, our investment was $294 million and $110 million, respectively. 140Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNonmarketable Equity SecuritiesWe classify investments without readily determinable fair values that are not accounted for under the equity method as nonmarketable equity securities. Theaccounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidanceallows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes ofidentical or similar investments of the same issuer. We apply this measurement alternative to our nonmarketable equity securities. When an observable eventoccurs, we estimate the fair values of our nonmarketable equity securities based on level 2 inputs that are derived from observable price changes of similarsecurities adjusted for insignificant differences in rights and obligations. The changes in value are recorded in realized and unrealized gains (losses) on equitysecurities, net.Impairment Testing of InvestmentsWe review our investment portfolio, other than our marketable equity securities, each reporting period to determine whether there are identified events orcircumstances that would indicate there is a decline in the fair value. For our nonpublic investments, if there are no identified events or circumstances that wouldhave a significant adverse effect on the fair value of the investment, then the fair value is not estimated. For our equity method investments and held to maturityinvestments, if an investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investmentto its quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. For our nonmarketable equity securities, we record theimpairment to realized and unrealized gains (losses) on equity securities, net. For our equity method investments and our held to maturity investments, we recordthe impairment to other income (loss), net.Note 10: Property and EquipmentDecember 31 (in millions)Weighted-AverageOriginal Useful Lifeas of December 31, 201920192018Buildings and leasehold improvements31 years$9,438$8,877Furniture, fixtures and equipment12 years6,0495,501Construction in processN/A4,8842,676LandN/A1,1791,129Property and equipment, at cost 21,55018,183Less: Accumulated depreciation 5,7994,994Property and equipment, net $15,751$13,189Property and equipment are stated at cost. We capitalize improvements that extend asset lives and expense repairs and maintenance costs as incurred. We recorddepreciation using the straight-line method over the asset’s estimated useful life. For assets that are sold or retired, we remove the applicable cost and accumulateddepreciation and, unless the gain or loss on disposition is presented separately, we recognize it as a component of depreciation expense. Capital expenditures for theconstruction of Universal Beijing Resort are presented separately in our consolidated statement of cash flows.We evaluate the recoverability of our property and equipment whenever events or substantive changes in circumstances indicate that the carrying amount may notbe recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or otherdeterminants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize animpairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented separately, the impairment charge isincluded as a component of depreciation expense.Comcast 2019 Annual Report on Form 10-K141 Table of ContentsNBCUniversal Media, LLCNote 11: Goodwill and Intangible AssetsGoodwill(in millions)CableNetworksBroadcastTelevisionFilmedEntertainmentThemeParksTotalBalance, December 31, 2017$13,427$806$3,212$6,544$23,989Acquisitions—36——36Dispositions——(8)—(8)Adjustments(13)1(9)—(21)Foreign currency translation(7)—(11)140122Balance, December 31, 201813,4078433,1846,68424,118Acquisitions16214——176Dispositions—————Adjustments(105)—1—(104)Foreign currency translation(2)—(3)5550Balance, December 31, 2019$13,462$857$3,182$6,739$24,240Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired in a business combination and represents the futureeconomic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including assembledworkforce, noncontractual relationships and other agreements. We assess the recoverability of our goodwill annually, or more frequently whenever events orsubstantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. We test goodwill for impairment at thereporting unit level. To determine our reporting units, we evaluate the components one level below the segment level and we aggregate the components if theyhave similar economic characteristics. As a result of this assessment, our reporting units are generally the same as our four reportable segments. We evaluate thedetermination of our reporting units used to test for impairment periodically or whenever events or substantive changes in circumstances occur. The assessment ofrecoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likelythan not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in amore-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of areporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. Unlesspresented separately, the impairment charge is included as a component of amortization expense. We did not recognize any impairment charges in any of theperiods presented.Intangible Assets 20192018December 31 (in millions)Weighted-AverageOriginal Useful Lifeas of December 31, 2019GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortizationFinite-Lived Intangible Assets: Customer relationships19 years$13,261$(6,929)$13,269$(6,283)Software5 years2,088(1,205)1,779(932)Other19 years3,711(1,525)3,619(1,375)Indefinite-Lived Intangible Assets: Trade namesN/A2,927 2,981 FCC licensesN/A612 608 Total $22,599$(9,659)$22,256$(8,590) 142Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCIndefinite-Lived Intangible AssetsIndefinite-lived intangible assets consist of trade names and FCC licenses. We assess the recoverability of our indefinite-lived intangible assets annually, or morefrequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. We evaluate the unit of account used to test forimpairment of our indefinite-lived intangible assets periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing isperformed at an appropriate level. The assessment of recoverability may first consider qualitative factors to determine whether it is more likely than not that thefair value of an indefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in amore-likely-than-not determination or if a qualitative assessment is not performed. When performing a quantitative assessment, we estimate the fair value of ourindefinite-lived intangible assets primarily based on a discounted cash flow analysis that involves significant judgment. When analyzing the fair values indicatedunder the discounted cash flow models, we also consider multiples of Adjusted EBITDA generated by the underlying assets, current market transactions andprofitability information. If the fair value of our indefinite-lived intangible assets were less than the carrying amount, we would recognize an impairment chargefor the difference between the estimated fair value and the carrying value of the assets. Unless presented separately, the impairment charge is included as acomponent of amortization expense. We did not recognize any material impairment charges in any of the periods presented.Finite-Lived Intangible AssetsEstimated Amortization Expense of Finite-Lived Intangible Assets (in millions) 2020$1,0992021$1,0062022$9142023$8762024$847Finite-lived intangible assets are subject to amortization and consist primarily of customer relationships acquired in business combinations, software andintellectual property rights. Our finite-lived intangible assets are amortized primarily on a straight-line basis over their estimated useful life or the term of theassociated agreement.We capitalize direct development costs associated with internal-use software, including external direct costs of material and services and payroll costs foremployees devoting time to these software projects. We also capitalize costs associated with the purchase of software licenses. We generally amortize them on astraight-line basis over a period not to exceed five years. We expense maintenance and training costs, as well as costs incurred during the preliminary stage of aproject, as they are incurred. We capitalize initial operating system software costs and amortize them over the life of the associated hardware.We evaluate the recoverability of our finite-lived intangible assets whenever events or substantive changes in circumstances indicate that the carrying amount maynot be recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or otherdeterminants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize animpairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented separately, the impairment charge isincluded as a component of amortization expense.Note 12: Employee Benefit PlansDeferred Compensation PlansYear ended December 31 (in millions)201920182017Benefit obligation$858$719$621Interest expense$99$58$64Certain members of management participate in Comcast’s unfunded, nonqualified deferred compensation plans as well as similar plans sponsored by us. Theamount of compensation deferred by each participant is based on participant elections. Participant accounts are credited with income primarily based on a fixedannual rate. Participants are eligible to receive distributions from their account based on elected deferral periods that are consistent with the plans and applicabletax law.Comcast 2019 Annual Report on Form 10-K143 Table of ContentsNBCUniversal Media, LLCPension and Postretirement Benefit PlansWe sponsor several defined contribution retirement plans, including 401(k) plans, that allow eligible employees to contribute a portion of their compensationthrough payroll deductions in accordance with specified plan guidelines. We make contributions to the plans that include matching a percentage of the employees’contributions up to certain limits. In 2019, 2018 and 2017, expenses related to these plans totaled $229 million, $213 million and $201 million, respectively.We provide postretirement benefits to eligible employees through a retiree health and welfare benefits plan. The plan provides credit to employees for length ofservice provided before Comcast’s acquisition of NBCUniversal. The plan provides eligible employees who retire with an annual stipend for reimbursement ofcertain eligible healthcare costs. The amount of the stipend for an eligible retiree is fixed at a predetermined amount based on the retiree’s years of service andwhether the retiree is eligible for Medicare. We sponsor various nonqualified defined benefit pension plans for domestic employees. The future benefits for theseplans have been frozen since the beginning of 2013. In addition to the defined benefit plans we sponsor, we are also obligated to reimburse The General ElectricCompany (“GE”) for future benefit payments to those participants who were vested in the supplemental pension plan sponsored by GE at the time of Comcast’sacquisition of NBCUniversal. These plans are all unfunded and not material.We participate in various multiemployer benefit plans, including pension and postretirement benefit plans, that cover some of our employees and temporaryemployees who are represented by labor unions. We also participate in other multiemployer benefit plans that provide health and welfare and retirement savingsbenefits to active and retired participants. If we cease to be obligated to make contributions or were to otherwise withdraw from participation in any of these plans,applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. In addition, actions taken byother participating employers may lead to adverse changes in the financial condition of one of these plans, which could result in an increase in our withdrawalliability. In 2019, 2018 and 2017, the total contributions we made to multiemployer benefit plans were not material.Severance BenefitsWe provide severance benefits to certain former employees. A liability is recorded when payment is probable, the amount is reasonably estimable, and theobligation relates to rights that have vested or accumulated. In 2019, 2018 and 2017, we recorded severance costs of $125 million, $146 million and $108 million,respectively.Note 13: Supplemental Financial InformationCash Payments for Interest and Income Taxes Year ended December 31 (in millions)201920182017Interest$440$408$517Income taxes$356$430$282Noncash ActivitiesDuring 2019:•we acquired $866 million of property and equipment and intangible assets that were accrued butunpaidDuring 2018:•we acquired $1.4 billion of property and equipment and intangible assets that were accrued butunpaid•we received noncash contributions from noncontrolling interests totaling $391 million related to Universal Beijing Resort (see Note7)During 2017:•we acquired $325 million of property and equipment and intangible assets that were accrued butunpaid•Comcast contributed its investment in Snap to us at its fair value, which was a noncash transaction (see Note9)•we and Comcast completed a senior notes exchange in the fourth quarter of 2017 (see Note15) 144Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCCash, Cash Equivalents and Restricted CashThe following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the total of the amountsreported in our consolidated statement of cash flows.December 31 (in millions)20192018Cash and cash equivalents$1,424$1,444Restricted cash included in other noncurrent assets, net2020Cash, cash equivalents and restricted cash, end of year$1,444$1,464The carrying amounts of our cash equivalents approximate their fair values. Our cash equivalents consist primarily of money market funds and U.S. governmentobligations, as well as commercial paper and certificates of deposit with maturities of three months or less when purchased.Accumulated Other Comprehensive Income (Loss) December 31 (in millions)20192018Deferred gains (losses) on cash flow hedges$7$12Unrecognized gains (losses) on employee benefit obligations87140Cumulative translation adjustments120102Accumulated other comprehensive income (loss)$214$254Note 14: Commitments and ContingenciesProgramming and Talent CommitmentsWe enter into long-term commitments with third parties in the ordinary course of our business, including commitments to acquire film and televisionprogramming, obligations under various creative talent agreements, and various other television-related commitments. Some of our employees, including writers,directors, actors, technical and production personnel, and others, as well as some of our on-air and creative talent, are covered by collective bargaining agreementsor works councils. As of December 31, 2019, the total number of employees covered by collective bargaining agreements was 9,400 full-time equivalentemployees. Approximately, 12% of these full-time equivalent employees were covered by collective bargaining agreements that have expired or are scheduled toexpire during 2020.The table below summarizes our minimum annual programming and talent commitments. Programming and talent commitments include acquired film andtelevision programming, broadcast rights to sporting events, such as the Olympics, and other programming commitments, as well as various contracts with creativetalent.As of December 31, 2019 (in millions)Programming andTalent Commitments2020$7,1792021$4,6552022$4,8132023$2,6092024$3,555Thereafter$13,317LeasesOur leases consist primarily of real estate, vehicles and other equipment. We determine if an arrangement is a lease at inception. Lease assets and liabilities arerecognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes optionsto extend the lease when it is reasonably certain that we will exercise that option. We generally utilize our incremental borrowing rate based on informationavailable at the commencement of the lease in determining the present value of future payments. The lease asset also includes any lease payments made and initialdirect costs incurred and excludes lease incentives. Lease assets and liabilities are not recorded for leases with an initial term of one year or less. Lease expense foroperating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on astraight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognizedin our consolidated statement of income for the period ended December 31, 2019 was $443 million. This amount does not include lease costs associated withproduction activities or other amounts capitalized in our consolidated balance sheet, which are not material.Comcast 2019 Annual Report on Form 10-K145 Table of ContentsNBCUniversal Media, LLCThe table below summarizes the operating lease assets and liabilities recorded in our consolidated balance sheet.Consolidated Balance Sheet(in millions)December 31, 2019Other noncurrent assets, net$1,551Accrued expenses and other current liabilities$189Other noncurrent liabilities$1,481The table below summarizes our future minimum lease commitments for operating leases as of December 31, 2019 applying the new guidance.(in millions)December 31, 20192020$2562021224202218620231612024146Thereafter1,335Total future minimum lease payments2,308Less: imputed interest638Total liability$1,670The weighted average remaining lease term for operating leases and the weighted average discount rate used to calculate our operating lease liabilities as ofDecember 31, 2019 were 15 years and 4.06%, respectively.In 2019, cash payments for operating leases recorded in the consolidated balance sheet were $271 million. Leases that have not yet commenced and lease assetsand liabilities associated with leases entered into during the year were not material.The tables below summarize our future minimum rental commitments for operating leases as of December 31, 2018 and rent expense for operating leases using theaccounting guidance in effect at that time.(in millions)December 31, 20182019$2482020$2322021$1992022$1682023$144Thereafter$1,380Year ended December 31 (in millions)20182017Rental expense$286$274Contractual ObligationWe are party to a contractual obligation that involves an interest held by a third party in the revenue of certain theme parks. The arrangement provides thecounterparty with the right to periodic payments associated with current period revenue which are recorded as an operating expense, and beginning in June 2017,the option to require NBCUniversal to purchase the interest for cash in an amount based on a contractual formula. The contractual formula is based on an averageof specified historical theme park revenue at the time of exercise, which amount could be significantly higher than our carrying value. As of December 31, 2019,our carrying value was $1.1 billion, and the estimated value of the contractual obligation was $1.8 billion based on inputs to the contractual formula as of that date. 146Comcast 2019 Annual Report on Form 10-KTable of ContentsNBCUniversal Media, LLCNote 15: Related Party TransactionsIn the ordinary course of our business, we enter into transactions with Comcast.We generate revenue from Comcast primarily from the distribution of our cable network programming, the fees received under retransmission consent agreementsin our Broadcast Television segment and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related toadvertising and various support services provided by Comcast to us.As part of the Comcast cash management process, we and Comcast have a revolving credit agreement with a maturity date of 2026 that allows us to borrow fromComcast and for Comcast to borrow from us up to $5 billion. Depending on the receivable or payable position, amounts owed by us to Comcast or to us byComcast under the revolving credit agreements are presented under the captions “notes payable to Comcast” and “notes receivable from Comcast,” respectively, inour consolidated balance sheet and are presented as current since the amounts include daily borrowings and repayments throughout the year based on our workingcapital needs.In 2019, using a portion of the proceeds from a collateralized obligation, we issued $1.3 billion of non-interest bearing notes due 2024 to Comcast, repaid $1.0billion under our revolving credit agreement with Comcast, and repaid the $610 million 4.00% notes due 2049 to Comcast. The early redemption of the notes dueto Comcast were accounted for as a debt extinguishment, resulting in a charge of $178 million to interest expense in the third quarter of 2019.In October 2017, we and Comcast completed a debt exchange transaction. Comcast issued new senior notes in exchange for $3.9 billion aggregate principalamount of certain series of outstanding senior notes issued by Comcast and us, including $442 million of our 6.40% senior notes due 2040. In connection with theexchange transaction, we issued $610 million of 4.00% notes due 2049 to Comcast. The debt exchange transaction was accounted for as a debt extinguishment,and therefore we recorded a charge of $157 million to interest expense upon retirement of the old notes.Comcast is also the counterparty to one of our contractual obligations. As of both December 31, 2019 and 2018, the carrying value of the liability associated withthis contractual obligation was $383 million.The following tables present transactions with Comcast and its consolidated subsidiaries that are included in our consolidated financial statements.Consolidated Statement of Income Year ended December 31 (in millions)2019 2018 2017Transactions with Comcast and Consolidated Subsidiaries Revenue$2,398 $2,156 $1,837Total costs and expenses$(287) $(245) $(214)Interest expense and investment and other income (loss), net$(133) $(54) $(250)Consolidated Balance Sheet December 31 (in millions)2019 2018Transactions with Comcast and Consolidated Subsidiaries Receivables, net$492 $464Other current assets$46 $—Notes receivable from Comcast, current$3,886 $2,054Film and television costs$26 $27Note receivable from Comcast, noncurrent$1,069 $—Other noncurrent assets, net$70 $—Accounts payable and accrued expenses related to trade creditors$84 $78Accrued expenses and other current liabilities$108 $32Notes payable to Comcast$99 $54Long-term debt (See Note 6)$156 $701Other noncurrent liabilities$454 $410Comcast 2019 Annual Report on Form 10-K147 Table of ContentsNBCUniversal Media, LLCDistributions to NBCUniversal HoldingsIn addition to the transaction amounts presented in the table above, we make distributions to NBCUniversal Holdings on a periodic basis to enable its owners tomeet their obligations to pay taxes on taxable income generated by our businesses. We also make quarterly distributions to NBCUniversal Holdings to enable it tomake its required quarterly payments to NBCUniversal Enterprise at an initial annual rate of 8.25% on the $9.4 billion aggregate liquidation preference of itspreferred units. On March 1, 2023, and thereafter on every fifth anniversary of such date, this rate will reset to 7.44% plus the yield on actively traded UnitedStates Treasury securities having a 5 year maturity. These distributions are presented under the caption “distributions to member” in our consolidated statement ofcash flows.Share-Based CompensationComcast maintains share-based compensation plans that consist primarily of awards of restricted share units (“RSUs”) and stock options to certain employees anddirectors as part of its approach to long-term incentive compensation. Additionally, through its employee stock purchase plans, employees are able to purchaseshares of Comcast common stock at a discount through payroll deductions. The cost associated with Comcast’s share-based compensation is based on an award’sestimated fair value at the date of grant and is recognized over the period in which any related services are provided. RSUs are valued based on the closing price ofComcast common stock on the date of grant and are discounted for the lack of dividends, if any, during the vesting period. Stock options are valued using theBlack-Scholes option pricing model. Certain of our employees participate in these plans and the expense associated with their participation is settled in cash withComcast. In 2019, 2018 and 2017, we recognized share-based compensation expense of $188 million, $151 million and $133 million, respectively. As ofDecember 31, 2019, we had unrecognized pretax compensation expense of $308 million related to nonvested Comcast RSUs and unrecognized pretaxcompensation expense of $13 million related to nonvested Comcast stock options that will be recognized over a weighted-average period of approximately 1.5years and 0.7 years, respectively. 148Comcast 2019 Annual Report on Form 10-KTable of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders ofComcast CorporationPhiladelphia, PennsylvaniaOpinion on the Consolidated Financial Statement ScheduleWe have audited the consolidated financial statements of Comcast Corporation and subsidiaries (the “Company”) as of December 31, 2019 and 2018, and for eachof the three years in the period ended December 31, 2019, and the Company’s internal control over financial reporting as of December 31, 2019, and have issuedour report thereon dated January 30, 2020; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included theconsolidated financial statement schedule of the Company listed in the Index at Item 15. This consolidated financial statement schedule is the responsibility of theCompany’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statement schedule based on our audits. In ouropinion, such consolidated financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in allmaterial respects, the information set forth therein./s/ Deloitte & Touche LLPPhiladelphia, PennsylvaniaJanuary 30, 2020 Comcast 2019 Annual Report on Form 10-K149 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Member of NBCUniversal Media, LLCNew York, New YorkOpinion on the Consolidated Financial Statement ScheduleWe have audited the consolidated financial statements of NBCUniversal Media, LLC and subsidiaries (the “Company”) as of December 31, 2019 and 2018, andfor each of the three years in the period ended December 31, 2019, and have issued our report thereon dated January 30, 2020; such consolidated financialstatements and report are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed inthe Index at Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express anopinion on the Company’s consolidated financial statement schedule based on our audits. In our opinion, such consolidated financial statement schedule, whenconsidered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein./s/ Deloitte & Touche LLPNew York, New YorkJanuary 30, 2020 150Comcast 2019 Annual Report on Form 10-KTable of ContentsComcast CorporationSchedule II – Valuation and Qualifying AccountsYear ended December 31, 2019, 2018 and 2017Year ended December 31 (in millions)Balance at Beginningof YearAdditions Charged toCosts andExpensesDeductions fromReservesBalance at Endof Year2019 Allowance for doubtful accounts$352$769$702$419Valuation allowance on deferred tax assets6321,4031291,9062018 Allowance for doubtful accounts$288$616$552$352Valuation allowance on deferred tax assets3773671126322017 Allowance for doubtful accounts$250$554$516$288Valuation allowance on deferred tax assets266111—377NBCUniversal Media, LLCSchedule II – Valuation and Qualifying AccountsYear ended December 31, 2019, 2018 and 2017Year ended December 31 (in millions)Balance at Beginningof YearAdditions Charged toCosts andExpensesDeductions fromReservesBalance at Endof Year2019 Allowance for doubtful accounts$99$48$47$100Valuation allowance on deferred tax assets733615942018 Allowance for doubtful accounts$88$32$21$99Valuation allowance on deferred tax assets871327732017 Allowance for doubtful accounts$84$23$19$88Valuation allowance on deferred tax assets7215—87Comcast 2019 Annual Report on Form 10-K151 Exhibit 3.5SECOND AMENDMENTTOAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTOFNBCUNIVERSAL MEDIA, LLCThis Second Amendment to the Amended and Restated Limited Liability Company Agreement (“Amendment”) amendsthe NBCUniversal Media, LLC Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) ofNBCUniversal Media, LLC (the “LLC”) and is entered into by the undersigned with reference to the following fact: WHEREAS, the Member desires to amend Article I, Section 6 of the LLC Agreement to change the registeredagent and registered office.NOW, THEREFORE, the Member hereby agrees that the LLC Agreement shall be amended as follows:1. Article I, Section 6 of the LLC Agreement is hereby deleted in its entirety and replaced by the following:“Section 6. Registered Agent; Registered Office. The name and address of the LLC’s registered agent and registeredoffice in the State of Delaware is Enterprise Corporate Services, 1201 N. Market Street, Suite 1000, in the City ofWilmington, County of New Castle, Delaware 19801.”2. All other provisions of the LLC Agreement not modified herein shall remain in full force and effect.IN WITNESS WHEREOF, this Second Amendment was executed as of January 1, 2015.NBCUniversal, LLCMemberBy: /s/ Gabriela Kornzweig Name: Gabriela KornzweigTitle: Assistant SecretaryExhibit 4.15DESCRIPTION OF COMCAST CORPORATION’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, Comcast Corporation (“Comcast,” the “Company,” “we,” “us” or “our”) had four classes ofsecurities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our commonstock, (2) our 2.0% Exchangeable Subordinated Debentures due 2029, (3) our 5.50% Notes due 2029 and (4) our 9.455%Guaranteed Notes due 2022.(1)DESCRIPTION OF OUR COMMON STOCKIn the following summary, references to the “Company,” “we,” “us” and “our” refer only to Comcast and not any of itssubsidiaries. The statements made under this caption include summaries of certain provisions contained in our articles ofincorporation and by-laws. This summary does not purport to be complete and is qualified in its entirety by reference to such articlesof incorporation and by-laws.We have two classes of common stock outstanding: Class A common stock, $0.01 par value per share, and Class B commonstock, $0.01 par value per share. There are currently authorized 7.5 billion shares of Class A common stock, 75 million shares ofClass B common stock and 20 million shares of preferred stock. Our Board of Directors (the “Board”) may issue preferred stock, inone or more series, without par value, with full, limited, multiple, fractional, or no voting rights, and with such designations,preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special rights as our Board shalldetermine.DividendsSubject to the preferential rights of any preferred stock then outstanding, holders of our Class A common stock and Class Bcommon stock are entitled to receive, from time to time, when, as and if declared, in the discretion of our Board, such cash dividendsas our Board may from time to time determine, out of such funds as are legally available therefor, in proportion to the number ofshares held by them, respectively, without regard to class.Holders of our Class A common stock and Class B common stock will also be entitled to receive, from time to time, when,as and if declared by our Board, such dividends of our stock or other property as our Board may determine, out of such funds as arelegally available therefor. However, stock dividends on, or stock splits of, any class of common stock will not be paid or issuedunless paid or issued on all classes of our common stock, in which case they will be paid or issued only in shares of that class;provided, however, that stock dividends on, or stock splits of, our Class B common stock may also be paid or issued in shares of ourClass A common stock.Voting RightsAs a general matter, on all matters submitted for a vote to holders of all classes of our voting stock, holders of our Class Acommon stock in the aggregate hold 66 2/3% of the aggregate voting power of our capital stock, and holders of our Class Bcommon stock in the aggregate hold a non-dilutable 33 1/3% of the combined voting power of our capital stock. This nondilutablevoting power is subject to proportional decrease to the extent the number of shares of Class B common stock is reduced below9,444,375, subject to adjustment in specified situations. Stock dividends payable on the Class B common stock in the form of ClassB common stock do not decrease the nondilutable voting power of the Class B common stock.Approval RightsExcept as required by law, holders of Class A common stock have no specific approval rights over any corporate actions.Holders of our Class B common stock have an approval right over (1) any merger of us with another company or any othertransaction, in each case that requires our shareholders’ approval under applicable law, or any other transaction that would result inany person or group owning shares representing in excess of 10% of the aggregate voting power of the resulting or survivingcorporation, or any issuance of securities (other than pursuant to director or officer stock option or purchase plans) requiring ourshareholders’ approval under the rules and regulations of any stock exchange or quotation system; (2) any issuance of our Class Bcommon stock or any securities exercisable or exchangeable for or convertible into our Class B common stock; and (3) articles ofincorporation or by-law amendments (such as an amendment to the articles of incorporation to opt in to any of the Pennsylvaniaantitakeover statutes) and other actions (such as the adoption, amendment or redemption of a shareholder rights plan) that limit therights of holders of our Class B common stock or any subsequent transferee of our Class B common stock to transfer, vote orotherwise exercise rights with respect to our capital stock.Conversion of Class B Common StockThe Class B common stock is convertible share for share into Class A common stock, subject to certain restrictions.Preference on LiquidationIn the event of our liquidation, dissolution or winding up, either voluntary or involuntary, the holders of Class A commonstock and Class B common stock are entitled to receive, subject to any liquidation preference of any preferred stock thenoutstanding, our remaining assets, if any, in proportion to the number of shares held by them without regard to class.Mergers, Consolidations, Etc.Our articles of incorporation provide that if in a transaction such as a merger, consolidation, share exchange orrecapitalization, holders of each class of our common stock outstanding do not receive the same consideration for each of theirshares of our common stock (i.e., the same amount of cash or the same number of shares of each class of stock issued in thetransaction in proportion to the number of shares of our common stock held by them, respectively, without regard to class), holdersof each such class of our common stock will receive “mirror” securities (i.e., shares of a class of stock having substantiallyequivalent rights as the applicable class of our common stock).MiscellaneousThe holders of Class A common stock and Class B common stock do not have any preemptive rights. All shares of Class Acommon stock and Class B common stock presently outstanding are, and all shares of the Class A common stock offered hereby, orissuable upon conversion, exchange or exercise of securities offered hereby, will, when issued, be, fully paid and nonassessable.(2)DESCRIPTION OF OUR 2.0% EXCHANGEABLE SUBORDINATED DEBENTURES DUE 2029The following summary of our 2.0% Exchangeable Subordinated Debentures due 2029 (the “ZONES”) is based on theindenture dated as of June 15, 1999 between Comcast Holdings Corporation(“Comcast Holdings” or the “Issuer”) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company),as Trustee (the “Trustee”) (the “Base Indenture”), as amended by the first supplemental indenture dated as of September 12, 2005among Comcast Holdings, the Trustee and Comcast (together with the Base Indenture, the “Indenture”). This summary does notpurport to be complete and is qualified in its entirety by reference to such Indenture. For the purposes of this summary, references to“we” and “our” refer only to Comcast Holdings.GeneralThe ZONES are unsecured, subordinated obligations of Comcast Holdings and will mature on November 15, 2029.Principal, premium, if any, and interest on the ZONES are payable at the office or agency we maintain for such purposewithin the City and State of New York or, at our option, payment of interest may be made by check mailed to the holders of theZONES at their respective addresses set forth in the register of holders of the ZONES, provided that all payments with respect toZONES, the holders of which have given wire transfer instructions, on or prior to the relevant record date, to the paying agent, aremade by wire transfer of immediately available funds to the accounts specified by the holders. Until we otherwise designate, ouroffice or agency in New York will be the office of the trustee maintained for that purpose. The ZONES are issued in denominationsof one ZONES and integral multiples thereof.InterestWe make quarterly interest payments in an amount equal to $0.4082 per ZONES, or 2.0% per year of the original principalamount, plus the amount of any quarterly cash dividend paid on the reference shares attributable to each ZONES. Holders of theZONES are not expected to receive interest attributable to any cash dividend on the reference shares for this payment period becauseSprint has never paid a cash dividend on its Sprint PCS stock.Interest on the ZONES accrues from the issue date of the ZONES. We pay this interest quarterly in arrears on February 15,May 15, August 15 and November 15 of each year, beginning February 15, 2000, but subject to our right to defer quarterly paymentsof interest.We also distribute, as additional interest on the ZONES, any property, including cash (other than any quarterly cashdividend), distributed on or with respect to the reference shares (other than publicly traded equity securities, which will themselvesbecome reference shares). If the additional interest on the reference shares includes publicly traded securities (other than equitysecurities), we will distribute those securities. We will not, however, distribute fractional units of securities. We will pay cash insteadof distributing the fractional units. Otherwise, we will distribute the fair market value of any property comprising additional interestas determined in good faith by our board of directors. We will distribute any additional interest to holders of the ZONES on the 20thbusiness day after it is distributed on the reference shares. The record date for any distribution of additional interest is the 10thbusiness day after the date any cash or property is distributed on the reference shares.If extraordinary dividends on the reference shares are paid, the contingent principal amount will be reduced on a quarterlybasis to the extent necessary so that the yield to the date of computation (including all interest payments other than those attributableto regular periodic cash dividends) does not exceed 2.0%. In no event will the contingent principal amount be less than zero.Changes in the contingent principal amount will not affect the amount of the quarterly interest payments.If interest or additional interest is payable on a date that is not a business day (as defined at the end of this paragraph),payment will be made on the next business day (and without any interest or other payment in respect of this delay). However, if thenext business day is in the next calendar year, payment of interest will be made on the preceding business day. A “business day”means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City ofNew York are authorized or obligated by law or regulation to close.Deferral of interest paymentsIf no event of default has occurred and is continuing under the ZONES, we can, on one or more occasions, defer quarterlyinterest payments on the ZONES for up to 20 consecutive quarterly periods. If we terminate a deferral period and subsequently electto defer quarterly interest payments, we will again be subject to the 20 consecutive quarterly period limitation.We will not, however, be subject to the 20 consecutive quarterly period limitation on deferral if, as a result of a tender offer,an exchange offer, a business combination or otherwise, all reference shares cease to be outstanding, and we subsequently elect todefer quarterly payments of interest on the ZONES.Any deferral of interest payments cannot extend, however, beyond the maturity date of the ZONES. We can never deferdistributions of additional interest.If we defer quarterly payments of interest, the contingent principal amount of the ZONES will increase by the amount of thedeferred quarterly payments of interest, plus accrued interest thereon at an annual rate of 2.0%, compounded quarterly, and the earlyexchange ratio will be 100% for the quarter following each deferral of a payment of quarterly interest. Once we have paid alldeferred quarterly interest, plus accrued interest thereon, together with the quarterly interest payment for the current quarterlyinterest payment period, the contingent principal amount will reduce by the amount of that payment of deferred quarterly interestplus accrued interest thereon, the early exchange ratio will decrease to 95% and we can again defer quarterly interest payments asdescribed above. Instead of accruing cash interest on the ZONES during a quarterly deferral period, so long as the current marketvalue of the reference shares exceeds the original principal amount of the ZONES, we may at our option, but are not obligated to,increase the number of reference shares attributable to each ZONES by an annual rate of 2.0%. If we elect to make this increase, wewill be deemed current on that quarterly payment of interest and will not increase the contingent principal amount, although theearly exchange ratio will remain at 100% only for the five business days immediately following the scheduled quarterly interestpayment date related to the deferral. After that five day period, the early exchange ratio will decrease to 95%. At the time we givenotice that we intend to defer a quarterly payment of interest, we must elect to either accrue cash interest on the ZONES for thatquarterly interest period or increase the number of reference shares attributable to the ZONES, each as described above.If we elect to defer interest on the ZONES in any particular quarter, we will give the trustee notice. We will also prepare apress release and provide it to DTC for dissemination through the DTC broadcast facility. We will give this notice one business daybefore the earlier of:•the record date for the next date that interest on the ZONES is payable; or•the date we are required to give notice to the NYSE (or any other applicable self-regulatory organization) or toholders of the ZONES of the record date or the date any quarterly interest payment is payable.We refer to the last date on which we can give notice that we intend to defer the payment of interest in respect of a quarterlypayment of interest as a deferral notice date. When applicable, we will state in any deferral notice that we are not subject to the 20consecutive period limitation on deferrals and may continue to defer the payment of quarterly interest until maturity or earlierredemption.Principal amountThe original principal amount per ZONES is equal to its initial purchase price, or $81.6325. The minimum amount payableupon redemption or maturity of a ZONES (which we refer to as the contingent principal amount) will initially be equal to theoriginal principal amount. If an “extraordinary dividend” is ever paid on the reference shares, the contingent principal amount willbe reduced on a quarterly basis to the extent necessary so that the yield to the date of computation (including all quarterly interestpayments other than those attributable to regular periodic cash dividends) does not exceed a 2.0% annual yield. In no event will thecontingent principal amount be less than zero.An “extraordinary dividend” means a dividend or distribution consisting of cash or any other property (other than additionalreference shares), except for regular periodic cash dividends.If all of the reference shares cease to be outstanding as a result of a tender offer, an exchange offer, a business combinationor otherwise, the maturity of the ZONES will not be accelerated and the ZONES will continue to remain outstanding until thematurity date unless earlier redeemed by us.At maturity, holders will be entitled to receive the higher of (a) the contingent principal amount of the ZONES or (b) thesum of the current market value of the reference shares on the maturity date plus any deferred quarterly payments of interest(including any accrued interest thereon), plus, in each case, the final period distribution.A “final period distribution” means, in respect of (a) the maturity date, a distribution determined in accordance with clauses(2), (3) and (4) below, and (b) the redemption date, a distribution determined in accordance with clauses (1), (2), (3) and (4) below.If the redemption date is in connection with a rollover offering, the distribution determined in accordance with clause (4) shall be alldividends and distributions on or in respect of the reference shares which a holder of reference shares on the pricing date (definedbelow) would be entitled to receive.(1)Unless (a) the scheduled redemption date of the ZONES is also a scheduled quarterly interest payment date or (b)quarterly interest has been deferred for the then current quarterly dividend period, an amount equal to an annual rateof 2.0% on the original principal amount of the ZONES from the most recent scheduled interest payment date to thedate of redemption, plus(2)all dividends and distributions on or in respect of the reference shares declared by the applicable reference companyand for which the ex- date for the dividend or distribution falls during the period from the date of original issuance ofthe ZONES to the most recent scheduled interest payment date and which have not been distributed to holders ofreference shares prior to the most recent scheduled interest payment date, plus(3)all dividends and distributions on or in respect of the reference shares which a holder of reference shares during theperiod from the most recent scheduled quarterly interest payment date to the date immediately preceding the firsttrading day of the averagingperiod is entitled to receive, plus(4)a distribution equal to the sum of, for each successive day in the averaging period that is anticipated on the first dayof the averaging period to be a trading day, the amounts determined in accordance with the following formula:E x (1 - 0.05n) where:E =all dividends and distributions on or in respect of the reference shares which a holder of reference shares on theapplicable day would be entitled to receive, provided that an ex- date that occurs on a day that is not a scheduledtrading day shall be deemed to have occurred on the immediately preceding scheduled trading day; andn =the number of scheduled trading days that have elapsed in the averaging period with the first trading day of theaveraging period being counted as zero.A holder of the ZONES is only entitled to receive distributions determined in accordance with clauses (2), (3) or (4) to theextent actually distributed by the applicable reference company. Amounts calculated with respect to cash amounts paid by theapplicable reference company on reference shares as described in clauses (2), (3) or (4) before the redemption date or the maturitydate, as the case may be, will be paid on the redemption date or the maturity date, as the case may be. Amounts calculated withrespect to all other property distributed, or the cash value of the property, will be distributed within 20 business days after it isdistributed on the reference shares.Exchange optionAt any time or from time to time, holders of the ZONES may exchange the ZONES for an amount of cash equal to 95%(which we refer to as the early exchange ratio) of the exchange market value of the reference shares attributable to each ZONES.The early exchange ratio will be equal to (a) 95% of the exchange market value of the reference shares attributable to each ZONESor (b) during a deferral of the quarterly interest payments on the ZONES or, if we so elect, during the pendency of any tender orexchange offer for any of the reference shares, 100% of the exchange market value of the reference shares attributable to eachZONES.We will pay the amount due upon exchange as soon as reasonably practicable after delivery of an exchange notice to thetrustee, but in no event earlier than three trading days after the date of the notice or later than ten trading days after the date of thenotice.The “exchange market value” means the closing price (as defined below) on the trading day (as defined below) following thedate of delivery of an exchange notice to the trustee, unless more than 500,000 ZONES have been delivered for exchange on thatdate. If more than 500,000 ZONES have been delivered for exchange, then the exchange market value shall be the average closingprice on the five trading days following that date.If more than 500,000 ZONES are delivered for exchange on any one day, we will give the trustee notice. We will also issuea press release prior to 9:00 a.m., New York City time, on the next trading day, and provide it to DTC for dissemination through theDTC broadcast facility. Our failure to provide these notices, however, will not affect the determination of exchange market value asdescribed above.So long as the ZONES are held through DTC, a holder may exercise his or her exchange right through the relevant directparticipant in the DTC ATOP system. If the ZONES are held in certificated form, such holder may exercise his or her exchangeright as follows:•complete and manually sign an exchange notice in the form available from the trustee and deliver this notice to thetrustee at the office maintained by the trustee for this purpose;•surrender the ZONES to the trustee;•if required, furnish appropriate endorsement and transfer documents; and•if required, pay all transfer or similar taxes.Pursuant to the Indenture, the date on which all of the foregoing requirements have been satisfied is the redemption date withrespect to the ZONES delivered for exchange.RedemptionWe may redeem at any time all but not some of the ZONES at a redemption price equal to the sum of the higher of thecontingent principal amount of the ZONES or the sum of the current market value of the reference shares plus any deferredquarterly payments of interest, plus, in either case, the final period distribution.The “current market value” (other than in the case of a rollover offering, which is described below) is defined as theaverage closing price per reference share on the 20 trading days (which we refer to as the averaging period) immediately prior to(but not including) the fifth business day preceding the redemption date; provided, however, that for purposes of determining thepayment required upon redemption in connection with a rollover offering, “current market value” means the closing price perreference share on the trading day immediately preceding the date that the rollover offering is priced (which we refer to as thepricing date) or, if the rollover offering is priced after 4:00 p.m., New York City time, on the pricing date, the closing price per shareon the pricing date, except that if there is not a trading day immediately preceding the pricing date or (where pricing occurs after4:00 p.m., New York City time, on the pricing date) if the pricing date is not a trading day, “current market value” means the marketvalue per reference share as of the redemption date as determined by a nationally recognized independent investment banking firmretained by us.A “rollover offering” means a refinancing by us of the ZONES by way of either (a) a sale of the reference shares or (b) asale of securities that are priced by reference to the reference shares, in either case, by means of a completed public offering orofferings by us (which may include one or more exchange offers) and which is expected to yield net proceeds which are sufficient topay the redemption amount for all of the ZONES. The trustee will notify holders if we elect to redeem their ZONES in connectionwith a rollover offering not less than 30 nor more than 60 business days prior to the redemption date. We will also issue a pressrelease prior to 4:00 p.m., New York City time, on the business day immediately before the day on which the closing price of thereference shares is to be measured for the purpose of determining the current market value in connection with a rollover offering.The notice will state we are firmly committed to price the rollover offering, will specify the date on which the rollover offering is tobe priced (including whether the rollover offering will be priced during trading on the pricing date or after the close of trading onthe pricing date) and consequently, whether the closing price for the reference shares by which the current market value will bemeasured will be the closing price on the trading date immediately preceding the pricing dateor the closing price on the pricing date. We will provide that press release to DTC for dissemination through the DTC broadcastfacility.The “closing price” of any security on any date of determination means the closing sale price (or, if no closing sale price isreported, the last reported sale price) of that security (regular way) on the NYSE on that date or, if that security is not listed fortrading on the NYSE on that date, as reported in the composite transactions for the principal United States securities exchange onwhich that security is so listed, or if that security is not so listed on a United States national or regional securities exchange, asreported by the Nasdaq National Market, or if that security is not so reported, the last quoted bid price for that security in the over-the-counter market as reported by the National Quotation Bureau or similar organization. In the event that no such quotation isavailable for any day, our board of directors will be entitled to determine the closing price on the basis of those quotations that it ingood faith considers appropriate. To the extent that trading of reference shares regular way continues past 4:00 p.m., New York Citytime, “closing price” shall be deemed to refer to the price at the time that is then customary for determining the trading day’s indexlevels for stocks traded on the primary national securities exchange or automated quotation system on which the reference shares arethen traded or quoted. All references to 4:00 p.m., New York City time, in the definition of “current market value” shall thereafter bedeemed to refer to the then customary determination time.A “trading day” is defined as a day on which the security, the closing price of which is being determined, (a) is notsuspended from trading on any national or regional securities exchange or association or over-the-counter market at the close ofbusiness and (b) has traded at least once on the national or regional securities exchange or association or over-the-counter marketthat is the primary market for the trading of that security.In addition, if at any time on or prior to January 30, 2000, a “tax event” shall occur and be continuing, we will have the rightexercisable within 180 days after such “tax event”, upon not less than 15 business days’ notice, to redeem the ZONES, in whole, at aredemption price equal to the higher of the contingent principal amount of the ZONES or the sum of the current market value of thereference shares, determined by reference to an averaging period of 5 rather than 20 trading days, plus, in either case, the final perioddistribution (computed by accounting for the 5-day averaging period), plus any deferred quarterly payments of interest.A “tax event” means that the trustee shall have received an opinion of nationally recognized independent tax counselexperienced in such matters to the effect that as a result of (a) any amendment to, clarification of, or change (including anyannounced prospective change) in the laws, or any regulations thereunder, of the United States or any political subdivision or taxingauthority thereof or therein, or (b) any judicial decision, official administrative pronouncement, ruling, regulatory procedure, noticeor announcement, including any notice or announcement of intent to adopt such procedures or regulations, in each case, on or afterthe date of this prospectus supplement (a “change in tax law”), there is the creation by such change in tax law of a substantial riskthat, as a result of entrance into the ZONES, we will be treated for purposes of Section 1259 of the Internal Revenue Code as havingconstructively sold some or all of our Sprint PCS Stock.We will give holders 30 business days’ notice before the redemption of the ZONES (in the case of a redemption notpursuant to a “tax event”) and will irrevocably deposit with the trustee sufficient funds to pay the redemption amount. Distributionsto be paid on or before the redemption date of the ZONES will be payable to the holders on the record dates for the related dates ofdistribution.Once notice of redemption is given and funds are irrevocably deposited, interest on the ZONES will cease to accrue on andafter the date of redemption and all rights of the holders of the ZONES will cease,except for the right of the holders to receive the redemption amount (but without interest on that redemption amount), including, ifapplicable, the final period distribution.If the redemption date is not a business day, then the redemption amount will be payable on the next business day (andwithout any interest or other payment in respect of that delay). However, if the next business day is in the next calendar year, theredemption amount will be payable on the preceding business day.If we improperly withhold or refuse to pay the redemption amount for the ZONES, interest on the ZONES will continue toaccrue at an annual rate of 2.0% from the original redemption date to the actual date of payment. In this case, the actual paymentdate will be considered the redemption date for purposes of calculating the redemption amount. The final period distribution will bedeemed paid on the original redemption date scheduled to the extent paid as set forth in the definition of final period distributionabove.In compliance with applicable law (including the United States federal securities laws), we and our affiliates may, at anytime, purchase outstanding ZONES by tender, in the open market or by private agreement.SubordinationThe ZONES are unsecured and junior in right of payment to all senior indebtedness (as we define below). This means that nopayment of principal, premium (if any) or interest on the ZONES may be made if:•any of our senior indebtedness is not paid when due, any applicable grace period with respect to any default for non-payment of principal, premium, interest or any other payment due on any senior indebtedness has ended and thatdefault has not been cured or waived or ceased to exist; or•the maturity of any senior indebtedness has been accelerated because of a default.On any distribution of our assets to creditors upon any dissolution, winding-up, liquidation or reorganization, whethervoluntary or involuntary or in bankruptcy, insolvency, receivership, reorganization or other similar proceedings, all principal of,premium, if any, interest and any other amounts due or to become due on, all senior indebtedness must be paid in full before theholders of the ZONES are entitled to receive or retain any payment. Because of this subordination, if we dissolve or otherwiseliquidate, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt, including the ZONES, mayreceive less, ratably, than our other creditors. Upon payment in full of the senior indebtedness, the holders of the ZONES willassume rights similar to the holders of senior indebtedness to receive any remaining payments or distributions applicable to seniorindebtedness until all amounts owing on the ZONES are paid in full. The ZONES are intended to rank equally with all otherexisting and future subordinated debt and trade obligations of Comcast Holdings.“Senior indebtedness” means the principal of, premium, if any, interest on, and any other payment due pursuant to any ofthe following, whether outstanding today or incurred by us in the future:•all of our indebtedness for money borrowed, including any indebtedness secured by a mortgage or other lien which is(1) given to secure all or part of the purchase price of property subject to the mortgage or lien, whether given to thevendor of that property or to another lender, or (2) existing on property at the time we acquire it;•all of our indebtedness evidenced by notes, debentures, bonds or other securities sold by us for money;•all of our lease obligations which are capitalized on our books in accordance with generally accepted accountingprinciples;•all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations of othersof the kind described in the third bullet point above that we, in any manner, assume or guarantee or that we in effectguarantee through an agreement to purchase, whether that agreement is contingent or otherwise; and•all renewals, extensions or refundings of indebtedness of the kinds described in the first, second or fourth bullet pointabove and all renewals or extensions of leases of the kinds described in the third or fourth bullet point above;unless, in the case of any particular indebtedness, lease, renewal, extension or refunding, the instrument or lease creating orevidencing it or the assumption or guarantee relating to it expressly provides that such indebtedness, lease, renewal, extension orrefunding is not superior in right of payment to subordinated debt securities. Our senior debt securities, and any indebtednessoutstanding under our senior subordinated debentures indenture dated as of October 17, 1991 between us and Harris Trust andSavings Bank as successor trustee to Morgan Guaranty Trust Company of New York, constitute senior indebtedness for purposes ofthe Indenture. Senior Indebtedness does not include any indebtedness that is by its terms junior or equal with the ZONES.The ZONES do not limit our ability or that of our subsidiaries to incur additional indebtedness, including indebtedness thatranks senior in priority of payment to the ZONES.Amount payable upon bankruptcyUpon dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency,receivership or other similar proceedings in respect of Comcast Holdings, holders of the ZONES should be entitled to a claimagainst us in an amount equal to the higher of (a) the contingent principal amount of the ZONES or (b) the sum of the currentmarket value (without giving effect to the provisions relating to rollover offerings) of the reference shares plus any deferredquarterly payments of interest (including any accrued interest thereon), plus, in either case, the final period distribution determinedas if the date of such event was the maturity date of the ZONES.Because of the subordination provisions contained in the Indenture, the amount holders actually receive is likely to besubstantially less than the amount of their claim.Dilution adjustmentsFor purposes of this document, “reference company” means Sprint and any other issuer of a reference share.A “reference share” means, collectively:•initially, one share of Sprint PCS stock; and•after the issuance of the ZONES, each share or fraction of a share of publicly traded equity securities received by aholder of a reference share in respect of that reference share, and, to the extent the reference share remainsoutstanding after any of the following events but without duplication, including the reference share, in each casedirectly or as the result of successiveapplications of this paragraph upon any of the following events:◦the distribution on or in respect of a reference share in reference shares;◦the combination of reference shares into a smaller number of shares or other units;◦the subdivision of outstanding shares or other units of reference shares;◦the conversion or reclassification of reference shares by issuance or exchange of other securities;◦any consolidation or merger of a reference company, or any surviving entity or subsequent surviving entity ofa reference company (which we refer to as a reference company successor), with or into another entity (otherthan a merger or consolidation in which the reference company is the continuing corporation and in which thereference company common stock outstanding immediately prior to the merger or consolidation is notexchanged for cash, securities or other property of the reference company or another corporation);◦any statutory exchange of securities of the reference company or any reference company successor withanother corporation (other than in connection with a merger or acquisition and other than a statutory exchangeof securities in which the reference company is the continuing corporation and in which the referencecompany common stock outstanding immediately prior to the statutory exchange is not exchanged for cash,securities or other property of the reference company or another corporation); and◦any liquidation, dissolution or winding up of the reference company or any reference company successor.For purposes of the foregoing:•a conversion or redemption by Sprint of all shares of Sprint PCS stock pursuant to Article Sixth, Section 7.1 of itsArticles of Incorporation shall be deemed a consolidation or merger, with the Sprint PCS Group deemed to be thereference company, with Sprint deemed to be the reference company successor if Sprint FON stock or any othercommon stock of Sprint is issued in exchange for the Sprint PCS stock or with the relevant acquiror of the Sprint PCSGroup assets deemed to be the reference company successor if common stock other than Sprint FON stock is issuedin exchange for the Sprint PCS stock; and•a redemption by Sprint pursuant to Article Sixth, Section 7.2 of its Articles of Incorporation of all of the outstandingshares of Sprint PCS stock in exchange for common stock of one or more wholly-owned subsidiaries that collectivelyhold all of the assets and liabilities attributed to its PCS Group shall be deemed an exchange of shares of Sprint PCSstock for shares of common stock of the relevant subsidiary or subsidiaries.As described above under “Interest,” we will pay as additional interest to holders of the ZONES any property received indistribution on a reference share, unless it is also a reference share, in which case it shall become part of a reference share. Upon anydistribution of fractional shares or units of securities, other than fractional reference shares, we will pay the holders cash in lieu ofdistribution of such fractional shares or other units.A “reference share offer” means any tender offer or exchange offer made for all or a portion of a class of reference shares ofa reference company. A “reference share offer” shall include a conversion or redemption by Sprint of less than all shares of SprintPCS stock pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation.If a reference share offer is made, we may, at our option, either:•during the pendency of the offer, increase the early exchange ratio to 100%; or•make a reference share offer adjustment.A “reference share offer adjustment” means including as part of a reference share each share of publicly traded equitysecurities, if any, deemed to be distributed on or in respect of a reference share as average transaction consideration less thereference share proportionate reduction (as defined below).The average transaction consideration deemed to be received by a holder of one reference share in a reference share offerwill be equal to (a) the aggregate consideration actually paid or distributed to all holders of reference shares in the reference shareoffer, divided by (b) the total number of reference shares outstanding immediately prior to the expiration of the reference share offerand entitled to participate in that reference share offer.The “reference share proportionate reduction” means a proportionate reduction in the number of reference shares which arethe subject of the applicable reference share offer and attributable to one ZONES calculated in accordance with the followingformula:where:R = X / NR =the fraction by which the number of reference shares of the class of reference shares subject to the reference shareoffer and attributable to one ZONES will be reduced.X =the aggregate number of reference shares of the class of reference shares subject to the reference share offer acceptedin the reference share offer.N =the aggregate number of reference shares of the class of reference shares subject to the reference share offeroutstanding immediately prior to the expiration of the reference share offer.If we elect to make a reference share offer adjustment, we will distribute as additional interest on each ZONES the averagetransaction consideration deemed to be received on the reference shares of the class subject to the reference share offer andattributable to each ZONES immediately prior to giving effect to the reference share proportionate reduction relating to thatreference share offer (other than average transaction consideration that is publicly traded equity securities which will themselvesbecome reference shares as a result of a reference share offer adjustment).If we elect to make a reference share offer adjustment, and during the pendency of the reference share offer another referenceshare offer is commenced in relation to the reference shares the subject of the then existing reference share offer, we can change ouroriginal election by electing to increase the early exchange ratio to 100% during the pendency of the new reference share offer, orwe can continue to elect to make a reference share offer adjustment. We will similarly be entitled to change our election for eachfurther reference share offer made during the pendency of any reference share offer for the same class of reference shares. Forthe purposes of these adjustments, a material change to the terms of an existing reference share offer will be deemed to be a newreference share offer.If we elect to increase the early exchange ratio to 100% in connection with a reference share offer, no reference share offeradjustment will be made and we cannot change our election if any further reference share offer is made. We will give the trustee notice of our election in the event of any reference share offer. We will also prepare a press releaseand provide it to DTC for dissemination through the DTC broadcast facility. We will give this notice no later than 10 business daysbefore the scheduled expiration of the reference share offer.Calculations in respect of the ZONESWe will be responsible for making all calculations called for under the ZONES. These calculations include, but are notlimited to, determination of:•the contingent principal amount of the ZONES;•the current market value of the reference shares;•the exchange market value of the reference shares;•the final period distribution on the ZONES;•the cash value of any property distributed on the reference shares;•the average transaction consideration in a reference share offer;•the composition of a reference share; and•the amount of accrued interest payable upon redemption or at maturity of the ZONES.We will make all these calculations in good faith and, absent manifest error, our calculations are final and binding on holdersof the ZONES. We will provide a schedule of our calculations to the trustee and the trustee is entitled to rely upon the accuracy ofour calculations without independent verification.Modification and WaiverComcast Holdings, when authorized by a resolution of its Board certified to the Trustee, and the Trustee, without consent ofholders, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of thefollowing purposes:(a) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by thesuccessor corporation of the covenants, agreements and obligations of the Issuer;(b) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture whichmay be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such otherprovisions in regard to matters or questions arising under the Indenture or under any supplemental indenture as the Board may deemnecessary or desirable and which shall not adversely affect the interests of the holders of the ZONES in any material respect;(c) to establish the form or terms of securities of any series as permitted by Sections 2.01 and 2.03 to the Base Indenture;(d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the ZONESand to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate theadministration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10 to the Base Indenture;(e) to comply with any requirements in connection with the qualification of the Indenture under the Trust Indenture Act of1939;(f) to provide for uncertificated or unregistered securities and to make all appropriate changes for such purpose;(g) to make any change that does not adversely affect the rights of any holder;(h) as provided by or pursuant to a board resolution or indenture supplemental hereto establishing the terms of one or moreseries of ZONES;(i) to add to the covenants of the Issuer such new covenants, restrictions, conditions or provisions as its Board shall considerto be for the protection of the holders of ZONES, and with respect to which the Trustee has received an opinion of counsel to asimilar effect, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,restrictions, conditions or provisions an Event of Default; provided, that in respect of any such additional covenant, restriction,condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may beshorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Eventof Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the holders of amajority in aggregate principal amount of the ZONES to waive such an Event of Default; or(j) to make any change so long as no ZONES are outstanding.With the consent of the holders of not less than a majority in aggregate principal amount of the ZONES at the timeoutstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution ofits Board, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for thepurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of anysupplemental indenture or of modifying in any manner the rights of the holders of the ZONES; provided, that no such supplementalindenture shall without the consent of each holder affected thereby:(a) change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on theZONES;(b) reduce the principal thereof or the rate of interest thereon, or any premium payable with respect thereto;(c) change any place of payment where, or the currency in which, any ZONES or any premium or the interest thereon ispayable;(d) change the provisions for calculating the optional redemption price, including thedefinitions relating thereto; make any change to Section 4.07 or 4.10 to the Base Indenture;(e) reduce the percentage in principal amount of outstanding ZONES the consent of whose holders is required for any suchsupplemental indenture, for any waiver of compliance with any provisions of the Indenture or any defaults and theirconsequences provided for in the Base Indenture;(f) alter or impair the right to convert any ZONES at the rate and upon the terms provided in Article 13 to the BaseIndenture;(g) waive a default in the payment of principal of or interest on any ZONES;(h) adversely affect the rights of such holder under any mandatory redemption or repurchase provision or any right ofredemption or repurchase at the option of such holder;(i) modify any of the provisions of Section 7.02 to the Base Indenture, except to increase any such percentage or to providethat certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of ZONESaffected thereby; or(j) change or waive any provision that, pursuant to a board resolution or indenture supplemental hereto establishing theterms of the ZONES, is prohibited to be so changed or waived.Events of Default“Event of Default” means each one of the following events which shall have occurred and be continuing:(a)default in the payment of any installment of interest upon any ZONES as and when the same shall become due andpayable, and continuance of such default for a period of 30 days;(b)default in the payment of all or any part of the principal on any ZONES as and when the same shall become due andpayable either at maturity, upon redemption, by declaration or otherwise;(c)default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the ZONES (otherthan a covenant or warranty in respect of the ZONES a default in whose performance or whose breach is elsewherein this section specifically dealt with), and continuance of such default or breach for a period of 90 days after therehas been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by theholders of at least 25% in principal amount of the outstanding ZONES affected thereby, a written notice specifyingsuch default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” pursuantto the Indenture;(d)a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in aninvoluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, orappointing a receiver, liquidator, assignee,custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property orordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for aperiod of 180 consecutive days;(e)the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now orhereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consentto the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (orsimilar official) of the Issuer or for any substantial part of its property, or make any general assignment for thebenefit of creditors; or(f)any other Event of Default provided in the supplemental indenture or resolution of the Board under which suchZONES are issued or in the form of security for such series.If an Event of Default described in clauses (a), (b), (c), or (f) above occurs and is continuing, then, and in each and everysuch case, unless the principal of all ZONES shall have already become due and payable, either the Trustee or the holders of not lessthan 25% in aggregate principal amount of the ZONES then outstanding hereunder (each such series voting as a separate class) bynotice in writing to the Issuer (and to the Trustee if given by holders), may declare the entire principal of all ZONES and the interestaccrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately dueand payable. If an Event of Default described in clauses (d) or (e) occurs and is continuing, then the principal amount of all ZONESthen outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or otheraction by any holder or the Trustee, to the full extent permitted by applicable law.(3)DESCRIPTION OF OUR 9.455% GUARANTEED NOTES DUE 2022 The following summary of our 9.455% Guaranteed Notes due 2022 (the “2022 Notes”) is based on the indenture dated as ofNovember 14, 2002 between AT&T Broadband Corp., certain guarantors named therein and the Bank of New York (the “BaseIndenture”), as amended by the first supplemental indenture dated as of August 31, 2009, the second supplemental indenture datedas of March 27, 2013 and the third supplemental indenture dated as of October 1, 2015 among Comcast Cable Communications,LLC as the obligor (as successor issuer to AT&T Broadband Corp., the “Issuer”), Comcast, NBCUniversal Media, LLC (togetherwith Comcast, the “Guarantors”), and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”)(collectively with the Base Indenture, the “Indenture”). This summary does not purport to be complete and is qualified in its entiretyby reference to such Indenture. For the purposes of this summary, references to “we” and “our” refer to Comcast CableCommunications, LLC.The 2022 Notes are the Issuer’s direct unsecured and unsubordinated obligations and are fully and unconditionallyguaranteed by the Guarantors.Interest PaymentsThe 2029 Notes bears interest at a rate of 9.455% per annum and the Issuer will pay interest semi-annually in arrears on eachMay 15 and November 15, commencing May 15, 2003. Interest for the 2022 Notes is computed on the basis of a 360-day yearconsisting of twelve 30-day months. Interest on the2022 Notes will accrue from the date of original issuance, or from the most recent interest payment date to which interest has beenpaid and will be payable semiannually on interest payment dates described of each year.GuaranteesThe guarantees will rank equally with all other general unsecured and unsubordinated obligations of the Guarantors.The guarantees will not contain any restrictions on the ability of any of Guarantor to (i) pay dividends or distributions on, orredeem, purchase, acquire, or make a liquidation payment with respect to, any of that Guarantor’s capital stock or (ii) make anypayment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that guarantor.No Optional RedemptionThe 2022 Notes will not be subject to optional redemption by the Issuer.No Mandatory Redemption or Sinking FundThere is no mandatory redemption prior to maturity or sinking fund payments for the 2022 Notes.Additional DebtThe Indenture does not limit the amount of debt the Issuer may issue under the Indenture or otherwise.Certain CovenantsThe Issuer and the Guarantors are subject to some restrictions on their activities for the benefit of holders of all series of debtsecurities issued under the Indenture. The restrictive covenants summarized below apply, unless the covenants are waived oramended, so long as any of the debt securities are outstanding.The Indenture does not contain any financial covenants other than those summarized below and does not restrict the Issuer orits subsidiaries from paying dividends or incurring additional debt. In addition, the Indenture does not protect holders of notes issuedunder it in the event of a highly leveraged transaction or a change in control.Limitation on Liens Securing IndebtednessNeither Issuer nor any Guarantor shall create, incur or assume any Lien (other than any Permitted Lien) on such person’sassets, including the Capital Stock of its wholly owned subsidiaries to secure the payment of Indebtedness of the Issuer or anyGuarantor, unless the Issuer secures the outstanding 2022 Notes equally and ratably with (or prior to) all Indebtedness secured bysuch Lien, so long as such Indebtedness shall be so secured.Limitation on Sale and Leaseback TransactionsNeither the Issuer nor any Guarantor shall enter into any Sale and Leaseback Transaction involving any of such person’sassets, including the Capital Stock of its wholly owned subsidiaries.The restriction in the foregoing paragraph shall not apply to any Sale and Leaseback Transaction if:•the lease is for a period of not in excess of three years, including renewal of rights;•the lease secures or relates to industrial revenue or similar financing;•the transaction is solely between the Issuer and a Guarantor or between or among Guarantors; or•the Issuer or such Guarantor, within 270 days after the sale is completed, applies an amount equal to or greater than(a) the net proceeds of the sale of the assets or part thereof leased or (b) the fair market value of the assets or partthereof leased (as determined in good faith by the Issuer’s Board of Directors) either to:◦the retirement (or open market purchase) of notes, other long-term Indebtedness of the Issuer ranking on aparity with or senior to the 2022 Notes or long-term Indebtedness of a Guarantor; or◦the purchase by the Issuer or any Guarantor of other property, plant or equipment related to the business ofthe Issuer or any Guarantor having a value at least equal to the value of the assets or part thereof leased.“Capitalized Lease” means, as applied to any person, any lease of any property (whether real, personal, or mixed) of whichthe discounted present value of the rental obligations of such person as lessee, in conformity with GAAP, is required to becapitalized on the balance sheet of such person; and “Capitalized Lease Obligation” is defined to mean the rental obligations, asaforesaid, under such lease.“Capital Stock” means, with respect to any person, any and all shares, interests, participations, or other equivalents (howeverdesignated, whether voting or non-voting) of such person’s capital stock or other ownership interests, whether now outstanding orissued after the date of the Indenture, including, without limitation, all common stock and preferred stock.“Currency Agreement” means any foreign exchange contract, currency swap agreement, or other similar agreement orarrangement designed to protect against the fluctuation in currency values.“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date ofdetermination, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Boardof the American Institute of Certified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.All ratios and computations contained in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing anyIndebtedness or other obligation of any other person and, without limiting the generality of the foregoing, any obligation, direct orindirect, contingent or otherwise, of such person:•to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligationof such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, topurchase assets, goods, securities, or services, to take-or-pay, or to maintain financial statement conditions orotherwise); or•entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of thepayment thereof or to protect such obligee against loss in respect thereof (in whole or in part);provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course ofbusiness. The term “Guarantee” used as a verb has a corresponding meaning.“Indebtedness” means, with respect to any person at any date of determination (without duplication):•all indebtedness of such person for borrowed money;•all obligations of such person evidenced by bonds, debentures, notes, or other similar instruments;•all obligations of such person in respect of letters of credit or other similar instruments (including reimbursementobligations with respect thereto);•all obligations of such person to pay the deferred and unpaid purchase price of property or services (but excludingtrade accounts payable or accrued liabilities arising in the ordinary course of business);•all obligations of such person as lessee under Capitalized Leases;•all Indebtedness of other persons secured by a Lien on any asset of such person, whether or not such Indebtedness isassumed by such person; provided that the amount of such Indebtedness shall be the lesser of:◦the fair market value of such asset at such date of determination; and◦the amount of such Indebtedness;•all Indebtedness of other persons Guaranteed by such person to the extent such Indebtedness is Guaranteed by suchperson; and•to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest RateAgreements.The amount of Indebtedness of any person at any date shall be the outstanding balance at such date of all unconditionalobligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of thecontingency giving rise to the obligation; provided:•that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount ofsuch Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at suchtime as determined in conformity with GAAP; and•that Indebtedness shall not include any liability for federal, state, local, or other taxes.“Interest Rate Agreements” means any obligations of any person pursuant to any interest rate swaps, caps, collars, andsimilar arrangements providing protection against fluctuations in interest rates. For purposes of the indenture, the amount of suchobligations shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of suchperson, based on the assumption that such obligationhad terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such obligationprovides for the netting of amounts payable by and to such person thereunder or if any such agreement provides for the simultaneouspayment of amounts by and to such person, then in each such case, the amount of such obligations shall be the net amount sodetermined, plus any premium due upon default by such person.“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, orany other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For thepurposes of the Indenture, the Issuer or any Guarantor shall be deemed to own subject to a Lien any asset that it has acquired orholds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retentionagreement relating to such asset.“Permitted Liens” means:•any Lien on any asset incurred prior to the date of the Indenture;•any Lien on any assets acquired after the date of the Indenture (including by way of merger or consolidation) by theIssuer or any Guarantor, which Lien is created, incurred or assumed contemporaneously with such acquisition, orwithin 270 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof,or any Lien upon any assets acquired after the date of the Indenture existing at the time of such acquisition (whetheror not assumed by the Issuer or any Guarantor), provided that any such Lien shall attach only to the assets soacquired;•any Lien on any assets in favor of the Issuer or any Guarantor;•any Lien on assets incurred in connection with the issuance of tax-exempt governmental obligations (including,without limitation, industrial revenue bonds and similar financing);•any Lien granted by any Guarantor on assets to the extent limitations on the incurrence of such Liens are prohibitedby any agreement to which such Guarantor is subject as of the date of the Indenture; and•any renewal of or substitution for any Lien permitted by any of the preceding bullet points, including any Liensecuring reborrowing of amounts previously secured within 270 days of the repayment thereof, provided that no suchrenewal or substitution shall extend to any assets other than the assets covered by the Lien being renewed orsubstituted.“Sale and Leaseback Transaction” means any direct or indirect arrangement with any person or to which any such person isa party, providing for the leasing to the Issuer or a Guarantor of any property, whether owned by the Issuer or such Guarantor at thedate of the original issuance of the 2022 Notes or later acquired, which has been or is to be sold or transferred by the Issuer or suchGuarantor to such person or to any other person by whom funds have been or are to be advanced on the security of such property.Consolidation, Merger and Sale of AssetsThe Indenture restricts the Issuer’s ability to consolidate with, merge with or into, or sell, convey, transfer, lease, orotherwise dispose of all or substantially all of its property and assets as an entirety or substantially an entirety in one transaction or aseries of related transactions to any person (other than a consolidation with or merger with or into or a sale, conveyance, transfer,lease or other disposition to awholly-owned subsidiary with a positive net worth; provided that, in connection with any merger of the Issuer and a wholly-ownedsubsidiary, no consideration other than common stock in the surviving person shall be issued or distributed to the Issuer’sstockholders) or permit any person to merge with or into such party unless:•the Issuer is the continuing person or the person formed by such consolidation or into which such party is merged orthat acquired or leased such property and assets shall be a corporation or limited liability company organized andvalidly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume,by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations on all of the 2022Notes and under the Indenture;•immediately after giving effect to such transaction, no default or event of default shall have occurred and becontinuing; and•the Issuer delivers to the Trustee an officers’ certificate and opinion of counsel, in each case stating that suchconsolidation, merger, or transfer and such supplemental indenture complies with this provision and that allconditions precedent provided for in the Indenture and notes relating to such transaction have been complied with;provided, however, that the foregoing limitations will not apply if, in the good faith determination of the Issuer’s board ofdirectors, whose determination must be set forth in a board resolution, the principal purpose of such transaction is to change the stateof incorporation of such party; and provided further that any such transaction shall not have as one of its purposes the evasion of theforegoing limitations.Upon any express assumption of the Issuer’s obligations as described above, the Issuer shall be released and discharged fromall obligations and covenants under the Indenture and all the 2022 Notes.The Indenture and the guarantees do not limit the ability of any guarantor to consolidate with or merge into or sell all orsubstantially all its assets. Upon the sale or disposition of any guarantor (by merger, consolidation, the sale of its capital stock or thesale of all or substantially all of its assets) to any person, that guarantor will be deemed released from all its obligations under theIndenture and its guarantee.Modification and WaiverThe Issuer and the Trustee may amend or supplement the Indenture or the 2022 Notes without notice to or the consent of anyholder:•to cure any ambiguity, defect, or inconsistency in the Indenture; provided that such amendments or supplements shallnot adversely affect the interests of the holders in any material respect;•to comply with the provisions described under “-Certain Covenants-Consolidation, Merger and Sale of Assets;”•to comply with any requirements of the SEC in connection with the qualification of the Indenture under the TrustIndenture Act;•to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;•to establish the form or forms or terms of the 2022 Notes as permitted by the Indenture;•to provide for uncertificated notes and to make all appropriate changes for such purpose;•to make any change that does not adversely affect the rights of any holder;•to add to its covenants such new covenants, restrictions, conditions or provisions for the protection of the holders,and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,restrictions, conditions or provisions an event of default; or•to make any change so long as no 2022 Notes are outstanding.Subject to certain conditions, without prior notice to any holder of 2022 Notes, modifications and amendments of theIndenture may be made by the Issuer and the Trustee with respect to any series of 2022 Notes with the written consent of the holdersof a majority in principal amount of the affected series of 2022 Notes, and compliance by the Issuer with any provision of theIndenture with respect to any series of 2022 Notes may be waived by written notice to the Trustee by the holders of a majority inprincipal amount of the affected series of 2022 Notes outstanding; provided, however, that each affected holder must consent to anymodification, amendment or waiver that:•changes the stated maturity of the principal of, or any installment of interest on, the 2022 Notes of the affected series;•reduces the principal amount of, or premium, if any, or interest on, the 2022 Notes of the affected series;•changes the place or currency of payment of principal of, or premium, if any, or interest on, the 2022 Notes of theaffected series;•changes the provisions for calculating the optional redemption price, including the definitions relating thereto;•changes the provisions relating to the waiver of past defaults or changes or impairs the right of holders to receivepayment or to institute suit for the enforcement of any payment of the 2022 Notes of the affected series on or after thedue date therefor;•reduces the above-stated percentage of outstanding 2022 Notes of the affected series the consent of whose holders isnecessary to modify or amend or to waive certain provisions of or defaults under the Indenture;•waives a default in the payment of principal of, premium, if any, or interest on the 2022 Notes; or•modifies any of the provisions of this paragraph, except to increase any required percentage or to provide that certainother provisions cannot be modified or waived without the consent of the holder of each 2022 Note of the seriesaffected by the modification.It is not necessary for the consent of the holders under the Indenture to approve the particular form of any note amendment,supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement orwaiver under the Indenture becomes effective, notice must be given to the holders affected thereby briefly describing theamendment, supplement, or waiver. Supplementalindentures will be mailed to holders upon request. Any failure to mail such notice, or any defect therein, shall not, however, in anyway impair or affect the validity of any such supplemental indenture or waiver.Events of DefaultFor purposes of this section, the term “Obligor” shall mean each of the Issuer and Guarantors, in each case excluding suchentities’ subsidiaries.An event of default for a series of 2022 Notes is defined under the Indenture as being:(1)a default by any Obligor in the payment of principal or premium on the 2022 Notes of such series when the samebecomes due and payable whether at maturity, upon acceleration, redemption or otherwise;(2)a default by any Obligor in the payment of interest on the 2022 Notes of such series when the same becomes due andpayable, if that default continues for a period of 30 days;(3)default by any Obligor in the performance of or breach by any Obligor of any of its other covenants or agreements inthe Indenture applicable to all the 2022 Notes or applicable to the 2022 Notes of any series and that default or breachcontinues for a period of 30 consecutive days after written notice is received from the Trustee or from the holders of25% or more in aggregate principal amount of the 2022 Notes of all affected series;(4)any guarantee is not in full force and effect;(5)a court having jurisdiction enters a decree or order for:•relief in respect of any Obligor in an involuntary case under any applicable bankruptcy, insolvency, or othersimilar law now or hereafter in effect;•appointment of a receiver, liquidator, assignee, custodian, Trustee, sequestrator or similar official of anyObligor for any substantial part of such party’s property and assets; or•the winding up or liquidation of any Obligor’s affairs and such decree or order shall remain unstayed and ineffect for a period of 180 consecutive days; or(6)any Obligor:•commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now orhereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law;•consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,sequestrator, or similar official of such party or for any substantial part of such party’s property; or•effects any general assignment for the benefit of creditors.A default under any Obligor’s other indebtedness is not a default under the Indenture.If an event of default other than an event of default specified in clauses (5) and (6) above occurs with respect to an issue of2022 Notes and is continuing under the Indenture, then, and in each and every such case, either the Trustee or the holders of not lessthan 25% in aggregate principal amount of such 2022 Notes then outstanding under the Indenture by written notice to the Issuer andto the Trustee, if such notice is given by the holders, may, and the Trustee at the request of such holders shall, declare the principalamount of and accrued interest, if any, on such 2022 Notes to be immediately due and payable. The amount due upon accelerationshall include only the original issue price of the 2022 Notes and accrued to the date of acceleration and accrued interest, if any.Upon a declaration of acceleration, such principal amount of and accrued interest, if any, on such 2022 Notes shall be immediatelydue and payable. If an event of default specified in clauses (5) and (6) above occurs with respect to any Obligor, the principalamount of and accrued interest, if any, on each issue of 2022 Notes then outstanding shall be and become immediately due andpayable without any notice or other action on the part of the Trustee or any holder.Upon certain conditions such declarations may be rescinded and annulled and past defaults may be waived by the holders ofa majority in aggregate principal amount of an issue of 2022 Notes that has been accelerated. Furthermore, subject to variousprovisions in the Indenture, the holders of at least a majority in aggregate principal amount of an issue of 2022 Notes by notice to theTrustee may waive an existing default or event of default with respect to such 2022 Notes and its consequences, except a default inthe payment of principal of or interest on such 2022 Notes or in respect of a covenant or provision of the Indenture which cannot bemodified or amended without the consent of the holders of each such 2022 Notes. Upon any such waiver, such default shall cease toexist, and any event of default with respect to such 2022 Notes shall be deemed to have been cured, for every purpose of theIndenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequentthereto. For information as to the waiver of defaults, see “-- Modification and Waiver.”The holders of at least a majority in aggregate principal amount of an issue of 2022 Notes may direct the time, method, andplace of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on theTrustee with respect to such 2022 Notes. However, the Trustee may refuse to follow any direction that conflicts with law or theIndenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicialto the rights of holders of such issue of 2022 Notes not joining in the giving of such direction and may take any other action it deemsproper that is not inconsistent with any such direction received from holders of such issue of 2022 Notes. A holder may not pursueany remedy with respect to the Indenture or any series of 2022 Notes unless:•the holder gives the Trustee written notice of a continuing event of default;•the holders of at least 25% in aggregate principal amount of such series of 2022 Notes make a written request to theTrustee to pursue the remedy in respect of such event of default;•the requesting holder or holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability, orexpense;•the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity;and•during such 60-day period, the holders of a majority in aggregate principal amount of such series of 2022 Notes donot give the Trustee a direction that is inconsistent with the request.These limitations, however, do not apply to the right of any holder of the 2022 Note to receive payment of the principal of,premium, if any, or interest on such the 2022 Note, or to bring suit for the enforcementof any such payment, on or after the due date for the 2022 Notes, which right shall not be impaired or affected without the consent ofthe holder.The Indenture will require certain of officers of the Issuer to certify, on or before a date not more than 120 days after the endof each fiscal year, as to their knowledge of the Issuer’s compliance with all conditions and covenants under the Indenture, suchcompliance to be determined without regard to any period of grace or requirement of notice provided under the Indenture.(4)DESCRIPTION OF OUR 5.50% NOTES DUE 2029The following summary of our 5.50% Notes due 2029 (the “2029 Notes”) is based on the indenture dated as of January 7,2003 among Comcast as the issuer (the “Issuer”), certain guarantors named therein and the Bank of New York (the “BaseIndenture”), as amended by the first supplemental indenture dated as of March 25, 2003, the second supplemental indenture dated asof August 31, 2009, the third supplemental indenture dated as of March 27, 2013 and the fourth supplemental indenture dated as ofOctober 1, 2015 among Comcast, Comcast Cable Communications, LLC, NBCUniversal Media, LLC (together with Comcast CableCommunications, LLC, the “Guarantors”), and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the“Trustee”) (collectively with the Base Indenture, the “Indenture”). This summary does not purport to be complete and is qualified inits entirety by reference to such Indenture.Interest PaymentsThe 2029 Notes bears interest at a rate of 5.50% per annum and we will pay interest on the 2029 Notes on November 23 ofeach year, beginning November 23, 2011. Interest on the 2029 Notes is computed on the basis of the actual number of days in theperiod for which interest is being calculated and the actual number of days from and including the date from which interest begins toaccrue for the period (or November 23, 2010 if no interest has been paid on the 2029 Notes), to but excluding the next scheduledinterest payment date. If the scheduled interest payment date is not a business day, then interest will be paid on the first business dayfollowing the scheduled interest payment date. Interest periods are unadjusted. The day count convention is ACTUAL/ACTUAL(ICMA).GuaranteesOur obligations under the 2029 Notes and the Indenture, including the payment of principal, premium, if any, and interest,are fully and unconditionally guaranteed by each of the GuarantorsThe guarantees will not contain any restrictions on the ability of any Guarantor to (i) pay dividends or distributions on, orredeem, purchase, acquire, or make a liquidation payment with respect to, any of that Guarantor’s capital stock or (ii) make anypayment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that Guarantor.Optional RedemptionWe have the right at our option to redeem any of the 2029 Notes in whole or in part, at any time or from time to time prior totheir maturity, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of notes, ata redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of theremaining scheduled paymentsof principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on anannual basis (actual/actual (ICMA)) at the Comparable Government Bond Rate plus 28 basis points (the “Make-Whole Amount”)plus, in each case, accrued and unpaid interest thereon to the date of redemption.“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, 0.0005being rounded upwards), at which the gross redemption yield (as calculated by the trustee) on the 2029 Notes, if they were to bepurchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemptionyield on such business day of the Comparable Government Bond (as defined below) on the basis of the middle market price of theComparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independentinvestment bank selected by us.“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at thediscretion of an independent investment bank selected by us, a United Kingdom government bond whose maturity is closest to thematurity of the 2029 Notes, or if such independent investment bank in its discretion considers that such similar bond is not in issue,such other United Kingdom government bond as such independent investment bank may, with the advice of three brokers of, and/ormarket makers in, United Kingdom government bonds selected by such independent investment bank, determine to be appropriatefor determining the Comparable Government Bond Rate.On and after the redemption date, interest will cease to accrue on the 2029 Notes or any portion of the 2029 Notes called forredemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, wewill deposit with the trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an interestpayment date) accrued and unpaid interest to the redemption date on the 2029 Notes to be redeemed on such date. If less than all ofthe 2029 Notes of any series are to be redeemed, the 2029 Notes to be redeemed shall be selected by the trustee by such method asthe trustee shall deem fair and appropriate. Additionally, we may at any time repurchase notes in the open market and may hold orsurrender such notes to the trustee for cancellation.The 2029 Notes are also subject to redemption prior to maturity if certain events occur involving United States taxation. Ifany of these special tax events do occur, the 2029 Notes will be redeemed at a redemption price of 100% of their principal amountplus accrued and unpaid interest to the date fixed for redemption. See “-Redemption for Tax Reasons.”Payment of Additional AmountsWe are required, subject to the exceptions and limitations set forth below, to pay as additional interest on the 2029 Notessuch additional amounts as are necessary in order that the net payment by us or a paying agent of the principal of and interest on the2029 Notes to a holder who is not a United States person (as defined below), after withholding or deduction for any present or futuretax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States will not be lessthan the amount provided in the 2029 Notes to be then due and payable; provided, however, that the foregoing obligation to payadditional amounts shall not apply:(1)to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or afiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership orcorporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being consideredas:(a)being or having been engaged in a trade or business in the United States or having or having had a permanentestablishment in the United States;(b)having a current or former connection with the United States (other than a connection arising solely as a resultof the ownership of the 2029 Notes, the receipt of any payment or the enforcement of any rights hereunder),including being or having been a citizen or resident of the United States;(c)being or having been a personal holding company, a passive foreign investment company or a controlledforeign corporation with respect to the United States or a corporation that has accumulated earnings to avoidUnited States federal income tax;(d)being or having been a “10-percent shareholder” of Comcast as defined in section 871(h)(3) of the UnitedStates Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or(e)being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into theordinary course of its trade or business;(2)to any holder that is not the sole beneficial owner of the 2029 Notes, or a portion of the 2029 Notes, or that is afiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect tothe fiduciary, a beneficial owner or member of the partnership or limited liability company would not have beenentitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member receiveddirectly its beneficial or distributive share of the payment;(3)to any tax, assessment or other governmental charge that would not have been imposed but for the failure of theholder or any other person to comply with certification, identification or information reporting requirementsconcerning the nationality, residence, identity or connection with the United States of the holder or beneficial ownerof the 2029 Notes, if compliance is required by statute, by regulation of the United States or any taxing authoritytherein or by an applicable income tax treaty to which the United States is a party as a precondition to exemptionfrom such tax, assessment or other governmental charge;(4)to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a payingagent from the payment;(5)to any tax, assessment or other governmental charge that would not have been imposed but for a change in law,regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the paymentbecomes due or is duly provided for, whichever occurs later;(6)to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax,assessment or other governmental charge;(7)to any withholding or deduction that is imposed on a payment to an individual and that is required to be madepursuant to any law implementing or complying with, or introduced in order to conform to, any European UnionDirective on the taxation of savings;(8)to any tax, assessment or other governmental charge required to be withheld by any paying agent from any paymentof principal of or interest on any note, if such payment can be madewithout such withholding by at least one other paying agent;(9)to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by theholder of any note, where presentation is required, for payment on a date more than 30 days after the date on whichpayment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;or(10)in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), and (9).The 2029 Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretationapplicable to the 2029 Notes. Except as specifically provided under this heading “-Payments of Additional Amounts,” we will not berequired to make any payment for any tax, assessment or other governmental charge imposed by any government or a politicalsubdivision or taxing authority of or in any government or political subdivision.As used under this heading “-Payments of Additional Amounts” and under the heading “-Redemption for Tax Reasons”, theterm “United States” means the United States of America (including the states and the District of Columbia and any politicalsubdivision thereof), and the term “United States person” means any individual who is a citizen or resident of the United States forU.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the UnitedStates, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States personunder any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal incometaxation regardless of its source.Redemption for Tax ReasonsIf, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of theUnited States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding theapplication or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective onor after the date of this prospectus supplement, we become or, based upon a written opinion of independent counsel selected by us,will become obligated to pay additional amounts as described herein under the heading “-Payment of Additional Amounts” withrespect to the 2029 Notes, then we may at any time at our option redeem, in whole, but not in part, the 2029 Notes on not less than30 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together with interest accruedbut unpaid on those notes to the date fixed for redemption.No Mandatory Redemption or Sinking FundThere is no mandatory redemption prior to maturity or sinking fund payments for the 2029 Notes.Additional DebtThe indenture does not limit the amount of debt we may issue under the indenture or otherwise.Certain CovenantsThe Issuer and the Guarantors are subject to some restrictions on their activities for the benefit of holders of all series of debtsecurities issued under the Indenture. The restrictive covenants summarized below apply, unless the covenants are waived oramended, so long as any of the debt securities are outstanding.The Indenture does not contain any financial covenants other than those summarized below and does not restrict the Issuer orits subsidiaries from paying dividends or incurring additional debt. In addition, the Indenture will not protect holders of notes issuedunder it in the event of a highly leveraged transaction or a change in control.Limitation on Liens Securing IndebtednessNeither Issuer nor any Guarantor shall create, incur or assume any Lien (other than any Permitted Lien) on such person’sassets, including the Capital Stock of its wholly owned subsidiaries to secure the payment of Indebtedness of the Issuer or anyGuarantor, unless the Issuer secures the outstanding 2029 Notes equally and ratably with (or prior to) all Indebtedness secured bysuch Lien, so long as such Indebtedness shall be so secured.Limitation on Sale and Leaseback TransactionsNeither the Issuer nor any Guarantor shall enter into any Sale and Leaseback Transaction involving any of such person’sassets, including the Capital Stock of its wholly owned subsidiaries.The restriction in the foregoing paragraph shall not apply to any Sale and Leaseback Transaction if:•the lease is for a period of not in excess of three years, including renewal of rights;•the lease secures or relates to industrial revenue or similar financing;•the transaction is solely between the Issuer and a Guarantor or between or among Guarantors; or•the Issuer or such Guarantor, within 270 days after the sale is completed, applies an amount equal to or greater than(a) the net proceeds of the sale of the assets or part thereof leased or (b) the fair market value of the assets or partthereof leased (as determined in good faith by the Issuer’s Board of Directors) either to:◦the retirement (or open market purchase) of notes, other long-term Indebtedness of the Issuer ranking on aparity with or senior to the 2029 Notes or long-term Indebtedness of a Guarantor; or◦the purchase by the Issuer or any Guarantor of other property, plant or equipment related to the business ofthe Issuer or any Guarantor having a value at least equal to the value of the assets or part thereof leased.“Capitalized Lease” means, as applied to any person, any lease of any property (whether real, personal, or mixed) of whichthe discounted present value of the rental obligations of such person as lessee, in conformity with GAAP, is required to becapitalized on the balance sheet of such person; and “Capitalized Lease Obligation” is defined to mean the rental obligations, asaforesaid, under such lease.“Capital Stock” means, with respect to any person, any and all shares, interests, participations, or other equivalents (howeverdesignated, whether voting or non-voting) of such person’s capital stock or other ownership interests, whether now outstanding orissued after the date of the Indenture, including, without limitation, all common stock and preferred stock.“Currency Agreement” means any foreign exchange contract, currency swap agreement, or other similar agreement orarrangement designed to protect against the fluctuation in currency values.“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date ofdetermination, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Boardof the American Institute of Certified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.All ratios and computations contained in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing anyIndebtedness or other obligation of any other person and, without limiting the generality of the foregoing, any obligation, direct orindirect, contingent or otherwise, of such person:•to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligationof such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, topurchase assets, goods, securities, or services, to take-or-pay, or to maintain financial statement conditions orotherwise); or•entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of thepayment thereof or to protect such obligee against loss in respect thereof (in whole or in part);provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course ofbusiness. The term “Guarantee” used as a verb has a corresponding meaning.“Indebtedness” means, with respect to any person at any date of determination (without duplication):•all indebtedness of such person for borrowed money;•all obligations of such person evidenced by bonds, debentures, notes, or other similar instruments;•all obligations of such person in respect of letters of credit or other similar instruments (including reimbursementobligations with respect thereto);•all obligations of such person to pay the deferred and unpaid purchase price of property or services (but excludingtrade accounts payable or accrued liabilities arising in the ordinary course of business);•all obligations of such person as lessee under Capitalized Leases;•all Indebtedness of other persons secured by a Lien on any asset of such person, whether or not such Indebtedness isassumed by such person; provided that the amount of such Indebtedness shall be the lesser of:◦the fair market value of such asset at such date of determination; and◦the amount of such Indebtedness;•all Indebtedness of other persons Guaranteed by such person to the extent such Indebtedness is Guaranteed by suchperson; and•to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest RateAgreements.The amount of Indebtedness of any person at any date shall be the outstanding balance at such date of all unconditionalobligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of thecontingency giving rise to the obligation; provided:•that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount ofsuch Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at suchtime as determined in conformity with GAAP; and•that Indebtedness shall not include any liability for federal, state, local, or other taxes.“Interest Rate Agreements” means any obligations of any person pursuant to any interest rate swaps, caps, collars, andsimilar arrangements providing protection against fluctuations in interest rates. For purposes of the indenture, the amount of suchobligations shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of suchperson, based on the assumption that such obligation had terminated at the end of such fiscal quarter, and in making suchdetermination, if any agreement relating to such obligation provides for the netting of amounts payable by and to such personthereunder or if any such agreement provides for the simultaneous payment of amounts by and to such person, then in each suchcase, the amount of such obligations shall be the net amount so determined, plus any premium due upon default by such person.“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, orany other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For thepurposes of the Indenture, the Issuer or any Guarantor shall be deemed to own subject to a Lien any asset that it has acquired orholds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retentionagreement relating to such asset.“Permitted Liens” means:•any Lien on any asset incurred prior to the date of the Indenture;•any Lien on any assets acquired after the date of the Indenture (including by way of merger or consolidation) by theIssuer or any Guarantor, which Lien is created, incurred or assumed contemporaneously with such acquisition, orwithin 270 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof,or any Lien upon any assets acquired after the date of the Indenture existing at the time of such acquisition (whetheror not assumed by the Issuer or any Guarantor), provided that any such Lien shall attach only to the assets soacquired;•any Lien on any assets in favor of the Issuer or any Guarantor;•any Lien on assets incurred in connection with the issuance of tax-exempt governmental obligations (including,without limitation, industrial revenue bonds and similar financing);•any Lien granted by any Guarantor on assets to the extent limitations on the incurrence of such Liens are prohibitedby any agreement to which such Guarantor is subject as of the date of the Indenture; and•any renewal of or substitution for any Lien permitted by any of the preceding bullet points, including any Liensecuring reborrowing of amounts previously secured within 270 days of the repayment thereof, provided that no suchrenewal or substitution shall extend to any assets other than the assets covered by the Lien being renewed orsubstituted.“Sale and Leaseback Transaction” means any direct or indirect arrangement with any person or to which any such person isa party, providing for the leasing to the Issuer or a Guarantor of any property, whether owned by the Issuer or such Guarantor at thedate of the original issuance of the 2029 Notes or later acquired, which has been or is to be sold or transferred by the Issuer or suchGuarantor to such person or to any other person by whom funds have been or are to be advanced on the security of such property.Consolidation, Merger and Sale of AssetsThe Indenture restricts the Issuer’s ability to consolidate with, merge with or into, or sell, convey, transfer, lease, orotherwise dispose of all or substantially all of its property and assets as an entirety or substantially an entirety in one transaction or aseries of related transactions to any person (other than a consolidation with or merger with or into or a sale, conveyance, transfer,lease or other disposition to a wholly-owned subsidiary with a positive net worth; provided that, in connection with any merger ofthe Issuer and a wholly-owned subsidiary, no consideration other than common stock in the surviving person shall be issued ordistributed to the Issuer’s stockholders) or permit any person to merge with or into such party unless:•the Issuer is the continuing person or the person formed by such consolidation or into which such party is merged orthat acquired or leased such property and assets shall be a corporation or limited liability company organized andvalidly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume,by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations on all of the 2029Notes and under the Indenture;•immediately after giving effect to such transaction, no default or event of default shall have occurred and becontinuing; and•the Issuer delivers to the Trustee an officers’ certificate and opinion of counsel, in each case stating that suchconsolidation, merger, or transfer and such supplemental indenture complies with this provision and that allconditions precedent provided for in the Indenture and notes relating to such transaction have been complied with;provided, however, that the foregoing limitations will not apply if, in the good faith determination of the Issuer’s board ofdirectors, whose determination must be set forth in a board resolution, the principal purpose of such transaction is to change the stateof incorporation of such party; and provided further that any such transaction shall not have as one of its purposes the evasion of theforegoing limitations.Upon any express assumption of the Issuer’s obligations as described above, the Issuer shall be released and discharged fromall obligations and covenants under the Indenture and all the 2029 Notes.The Indenture and the guarantees do not limit the ability of any guarantor to consolidate with or merge into or sell all orsubstantially all its assets. Upon the sale or disposition of any guarantor (by merger,consolidation, the sale of its capital stock or the sale of all or substantially all of its assets) to any person, that guarantor will bedeemed released from all its obligations under the Indenture and its guarantee.Modification and WaiverThe Issuer and the Trustee may amend or supplement the Indenture or the 2029 Notes without notice to or the consent of anyholder:•to cure any ambiguity, defect, or inconsistency in the Indenture; provided that such amendments or supplements shallnot adversely affect the interests of the holders in any material respect;•to comply with the provisions described under “-Certain Covenants-Consolidation, Merger and Sale of Assets;”•to comply with any requirements of the SEC in connection with the qualification of the Indenture under the TrustIndenture Act;•to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;•to establish the form or forms or terms of the 2029 Notes as permitted by the Indenture;•to provide for uncertificated notes and to make all appropriate changes for such purpose;•to make any change that does not adversely affect the rights of any holder;•to add to its covenants such new covenants, restrictions, conditions or provisions for the protection of the holders,and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,restrictions, conditions or provisions an event of default; or•to make any change so long as no 2029 Notes are outstanding.Subject to certain conditions, without prior notice to any holder of 2029 Notes, modifications and amendments of theIndenture may be made by the Issuer and the Trustee with respect to any series of 2029 Notes with the written consent of the holdersof a majority in principal amount of the affected series of 2029 Notes, and compliance by the Issuer with any provision of theIndenture with respect to any series of 2029 Notes may be waived by written notice to the Trustee by the holders of a majority inprincipal amount of the affected series of 2029 Notes outstanding; provided, however, that each affected holder must consent to anymodification, amendment or waiver that:•changes the stated maturity of the principal of, or any installment of interest on, the 2029 Notes of the affected series;•reduces the principal amount of, or premium, if any, or interest on, the 2029 Notes of the affected series;•changes the place or currency of payment of principal of, or premium, if any, or interest on, the 2029 Notes of theaffected series;•changes the provisions for calculating the optional redemption price, including the definitions relating thereto;•changes the provisions relating to the waiver of past defaults or changes or impairs the right of holders to receivepayment or to institute suit for the enforcement of any payment of the 2029 Notes of the affected series on or after thedue date therefor;•reduces the above-stated percentage of outstanding 2029 Notes of the affected series the consent of whose holders isnecessary to modify or amend or to waive certain provisions of or defaults under the Indenture;•waives a default in the payment of principal of, premium, if any, or interest on the 2029 Notes; or•modifies any of the provisions of this paragraph, except to increase any required percentage or to provide that certainother provisions cannot be modified or waived without the consent of the holder of each 2029 Note of the seriesaffected by the modification.It is not necessary for the consent of the holders under the Indenture to approve the particular form of any note amendment,supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement orwaiver under the Indenture becomes effective, notice must be given to the holders affected thereby briefly describing theamendment, supplement, or waiver. Supplemental indentures will be mailed to holders upon request. Any failure to mail suchnotice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture orwaiver.Events of DefaultFor purposes of this section, the term “Obligor” shall mean each of the Issuer and Guarantors, in each case excluding suchentities’ subsidiaries.An event of default for a series of 2029 Notes is defined under the Indenture as being:(1)a default by any Obligor in the payment of principal or premium on the 2029 Notes of such series when the samebecomes due and payable whether at maturity, upon acceleration, redemption or otherwise;(2)a default by any Obligor in the payment of interest on the 2029 Notes of such series when the same becomes due andpayable, if that default continues for a period of 30 days;(3)default by any Obligor in the performance of or breach by any Obligor of any of its other covenants or agreements inthe Indenture applicable to all the 2029 Notes or applicable to the 2029 Notes of any series and that default or breachcontinues for a period of 30 consecutive days after written notice is received from the Trustee or from the holders of25% or more in aggregate principal amount of the 2029 Notes of all affected series;(4)any guarantee is not in full force and effect;(5)a court having jurisdiction enters a decree or order for:•relief in respect of any Obligor in an involuntary case under any applicable bankruptcy, insolvency, or othersimilar law now or hereafter in effect;•appointment of a receiver, liquidator, assignee, custodian, Trustee, sequestrator orsimilar official of any Obligor for any substantial part of such party’s property and assets; or•the winding up or liquidation of any Obligor’s affairs and such decree or order shall remain unstayed and ineffect for a period of 180 consecutive days; or(6)any Obligor:•commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now orhereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law;•consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,sequestrator, or similar official of such party or for any substantial part of such party’s property; or•effects any general assignment for the benefit of creditors.A default under any Obligor’s other indebtedness is not a default under the Indenture.If an event of default other than an event of default specified in clauses (5) and (6) above occurs with respect to an issue of2029 Notes and is continuing under the Indenture, then, and in each and every such case, either the Trustee or the holders of not lessthan 25% in aggregate principal amount of such 2029 Notes then outstanding under the Indenture by written notice to the Issuer andto the Trustee, if such notice is given by the holders, may, and the Trustee at the request of such holders shall, declare the principalamount of and accrued interest, if any, on such 2029 Notes to be immediately due and payable. The amount due upon accelerationshall include only the original issue price of the 2029 Notes and accrued to the date of acceleration and accrued interest, if any.Upon a declaration of acceleration, such principal amount of and accrued interest, if any, on such 2029 Notes shall be immediatelydue and payable. If an event of default specified in clauses (5) and (6) above occurs with respect to any Obligor, the principalamount of and accrued interest, if any, on each issue of 2029 Notes then outstanding shall be and become immediately due andpayable without any notice or other action on the part of the Trustee or any holder.Upon certain conditions such declarations may be rescinded and annulled and past defaults may be waived by the holders ofa majority in aggregate principal amount of an issue of 2029 Notes that has been accelerated. Furthermore, subject to variousprovisions in the Indenture, the holders of at least a majority in aggregate principal amount of an issue of 2029 Notes by notice to theTrustee may waive an existing default or event of default with respect to such 2029 Notes and its consequences, except a default inthe payment of principal of or interest on such 2029 Notes or in respect of a covenant or provision of the Indenture which cannot bemodified or amended without the consent of the holders of each such 2029 Notes. Upon any such waiver, such default shall cease toexist, and any event of default with respect to such 2029 Notes shall be deemed to have been cured, for every purpose of theIndenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequentthereto. For information as to the waiver of defaults, see “-Modification and Waiver.”The holders of at least a majority in aggregate principal amount of an issue of 2029 Notes may direct the time, method, andplace of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on theTrustee with respect to such 2029 Notes. However, the Trustee may refuse to follow any direction that conflicts with law or theIndenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicialto the rights of holders ofsuch issue of 2029 Notes not joining in the giving of such direction and may take any other action it deems proper that is notinconsistent with any such direction received from holders of such issue of 2029 Notes. A holder may not pursue any remedy withrespect to the Indenture or any series of 2029 Notes unless:•the holder gives the Trustee written notice of a continuing event of default;•the holders of at least 25% in aggregate principal amount of such series of 2029 Notes make a written request to theTrustee to pursue the remedy in respect of such event of default;•the requesting holder or holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability, orexpense;•the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity;and•during such 60-day period, the holders of a majority in aggregate principal amount of such series of 2029 Notes donot give the Trustee a direction that is inconsistent with the request.These limitations, however, do not apply to the right of any holder of the 2029 Note to receive payment of the principal of,premium, if any, or interest on such the 2029 Note, or to bring suit for the enforcement of any such payment, on or after the due datefor the 2029 Notes, which right shall not be impaired or affected without the consent of the holder.The Indenture will require certain of officers of the Issuer to certify, on or before a date not more than 120 days after the endof each fiscal year, as to their knowledge of the Issuer’s compliance with all conditions and covenants under the Indenture, suchcompliance to be determined without regard to any period of grace or requirement of notice provided under the Indenture.Exhibit 10.13COMCAST CORPORATION2005 DEFERRED COMPENSATION PLANARTICLE 1 - BACKGROUND AND COVERAGE OF PLAN1.1. Background and Adoption of Plan.1.1.1. Amendment and Restatement of the Plan. In recognition of the services provided by certain key employees andin order to make additional retirement benefits and increased financial security available on a tax‑favored basis to those individuals,the Board of Directors of Comcast Corporation, a Pennsylvania corporation (the “Board”), hereby amends and restates the ComcastCorporation 2005 Deferred Compensation Plan (the “Plan”), effective December 10, 2019. The Plan has previously been amendedand restated from time to time, in light of the enactment of section 409A of the Internal Revenue Code of 1986, as amended (the“Code”) as part of the American Jobs Creation Act of 2004, and the issuance of various Notices, Announcements, ProposedRegulations and Final Regulations thereunder (collectively, “Section 409A”), and to make desirable changes to the rules of the Plan.1.1.2. Prior Plan. Prior to January 1, 2005, the Comcast Corporation 2002 Deferred Compensation Plan (the “PriorPlan”) was in effect. In order to preserve the favorable tax treatment available to deferrals under the Prior Plan in light of theenactment of Section 409A, the Board has prohibited future deferrals under the Prior Plan of amounts earned and vested on and afterJanuary 1, 2005. Amounts earned and vested prior to January 1, 2005 are and will remain subject to the terms of the Prior Plan.Amounts earned and vested on and after January 1, 2005 will be available to be deferred pursuant to the Plan, subject to its termsand conditions.1.2. Reservation of Right to Amend to Comply with Section 409A. In addition to the powers reserved to the Board and theCommittee under Article 10 of the Plan, the Board and the Committee reserve the right to amend the Plan, either retroactively orprospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A.1.3. Plan Unfunded and Limited to Outside Directors, Directors Emeriti and Select Group of Management or HighlyCompensated Employees. The Plan is unfunded and is maintained primarily for the purpose of providing Outside Directors,Directors Emeriti and a select group of management or highly compensated employees the opportunity to defer the receipt ofcompensation otherwise payable to such Outside Directors, Directors Emeriti and eligible employees in accordance with the terms ofthe Plan.1.4. References to Written Forms, Elections and Notices. Any action under the Plan that requires a written form, election,notice or other action shall be treated as completed if taken via electronic or other means, to the extent authorized by theAdministrator.ARTICLE 2 - DEFINITIONS2.1. “Account” means the bookkeeping accounts established pursuant to Section 5.1 and maintained by the Administrator inthe names of the respective Participants, to which all amounts deferred, and earnings allocated under the Plan shall be credited, andfrom which all amounts distributed pursuant to the Plan shall be debited.2.2. “Active Participant” means:(a)Each Participant who is in active service as an Outside Director or a Director Emeritus; and(b)Each Participant who is actively employed by a Participating Company as an Eligible Employee.2.3. “Administrator” means the Committee or its delegate.2.4. “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlledby, or is under common control with, such Person. For purposes of this definition, the term “control,” including its correlative terms“controlled by” and “under common control with,” mean, with respect to any Person, the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of such Person, whether through the ownership of votingsecurities, by contract or otherwise.2.5. “Annual Rate of Pay” means, as of any date, an employee’s annualized base pay rate. An employee’s Annual Rate ofPay shall not include sales commissions or other similar payments or awards, including payments earned under any sales incentivearrangement for employees of NBCUniversal.2.6. “Applicable Interest Rate.”(a) Active Participants. (i)Protected Account Balances. Except as otherwise provided in Section 2.6(b), with respect toProtected Account Balances, the term “Applicable Interest Rate,” means the interest rate that, when compounded daily pursuant torules established by the Administrator from time to time, is mathematically equivalent to 12% (0.12) per annum, compoundedannually.(ii)Contributions Credited on and after January 1, 2014 (on and after January 1, 2013 forEligible NBCUniversal Employees). Except as otherwise provided in Section 2.6(b):(A)For amounts (other than Protected Account Balances) credited to Accounts ofEligible Comcast Employees, Outside Directors and Directors Emeriti with respect to Compensation earned on and after January 1,2014 or pursuant to Section 3.8, and for amounts credited pursuant to Subsequent Elections filed on and after January 1, 2014 thatare attributable to such amounts, the term “Applicable Interest Rate,” means the interest rate that, when compounded daily pursuantto rules established by the Administrator from time to time, is mathematically equivalent to 9% (0.09) per annum, compoundedannually.(B)For amounts credited to Accounts of Eligible NBCUniversal Employees onand after January 1, 2013 and for amounts credited pursuant to Subsequent Elections filed after December 31, 2012 that areattributable to amounts credited to Accounts pursuant to Initial Elections filed with respect to Compensation earned after December31, 2012, the term “Applicable Interest Rate,” means the interest rate that, when compounded daily pursuant to rules established bythe Administrator from time to time, is mathematically equivalent to 9% (0.09) per annum, compounded annually.(b) Termination or Transition of Service. Effective for the period beginning as soon as administratively practicablefollowing a Participant’s employment termination date to the date the Participant’s Account is distributed in full, the Administrator,in its sole discretion, may designate the term“Applicable Interest Rate” for such Participant’s Account to mean the lesser of (i) the rate in effect under Section 2.6(a) or (ii) thePrime Rate plus one percent. A Participant’s re-employment by a Participating Company following an employment termination dateshall not affect the Applicable Interest Rate that applies to the part of the Participant’s Account (including interest credited withrespect to such part of the Participant’s Account) that was credited before such employment termination date. Notwithstanding theforegoing, the Administrator may delegate its authority to determine the Applicable Interest Rate under this Section 2.6(b) to anofficer of the Company or committee of two or more officers of the Company.2.7. “Beneficiary” means such person or persons or legal entity or entities, including, but not limited to, an organizationexempt from federal income tax under section 501(c)(3) of the Code, designated by a Participant or Beneficiary to receive benefitspursuant to the terms of the Plan after such Participant’s or Beneficiary’s death. If no Beneficiary is designated by the Participant orBeneficiary, or if no Beneficiary survives the Participant or Beneficiary (as the case may be), the Participant’s Beneficiary shall bethe Participant’s Surviving Spouse if the Participant has a Surviving Spouse and otherwise the Participant’s estate, and theBeneficiary of a Beneficiary shall be the Beneficiary’s Surviving Spouse if the Beneficiary has a Surviving Spouse and otherwisethe Beneficiary’s estate.2.8. “Board” means the Board of Directors of the Company.2.9. “Change of Control” means any transaction or series of transactions that constitutes a change in the ownership oreffective control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section409A.2.10. “Code” means the Internal Revenue Code of 1986, as amended.2.11. “Comcast Spectacor” means Comcast Spectacor, L.P.2.12. “Committee” means the Compensation Committee of the Board of Directors of the Company.2.13. “Company” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger,consolidation, acquisition of all or substantially all the assets thereof, or otherwise.2.14. “Company Stock” means with respect to amounts credited to the Company Stock Fund pursuant to (i) deferral electionsby Outside Directors or Directors Emeriti made pursuant to Section 3.1(a), or (ii) deemed transfers pursuant to Article 5, ComcastCorporation Class A Common Stock, par value $0.01, and such other securities issued by the Company as may be subject toadjustment in the event that shares of Company Stock are changed into, or exchanged for, a different number or kind of shares ofstock or other securities of the Company, whether through merger, consolidation, reorganization, recapitalization, stock dividend,stock split-up or other substitution of securities of the Company. In such event, the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company Stock credited to Participants’ Accounts under theCompany Stock Fund. The number of hypothetical shares of Company Stock credited to a Participant’s Account shall be roundeddown to the next lower share, and the value of fractional shares that otherwise have been credited to the Company Stock Fund shallbe credited to the Income Fund. Any reference to the term “Company Stock” in the Plan shall be a reference to the appropriatenumber and class of shares of stock as adjusted pursuant to this Section 2.14. The Committee’s adjustment shall be effective andbinding for all purposes of the Plan.2.15. “Company Stock Fund” means a hypothetical investment fund pursuant to which income, gains and losses are creditedto a Participant’s Account as if the Account, to the extent deemed invested in the Company Stock Fund, were invested inhypothetical shares of Company Stock, and, except as otherwise provided in Section 2.14 with respect to fractional shares, alldividends and other distributions paid with respect to Company Stock shall be credited to an Other Investment Fund, provided thatdividends and other distribution paid with respect to Company Stock credited to the Accounts of Outside Directors shall be creditedto the Income Fund. Except to the extent provided by Section 5.2(b)(i)(C) with respect to Section 16 Officers or by theAdministrator with respect to Participants who are not Section 16 Officers, amounts credited to the Company Stock Fund may notthereafter be transferred to the Income Fund or another Other Investment Fund.2.16. “Compensation” means:(a) In the case of an Outside Director, the total remuneration payable in cash or payable in Company Stock (as electedby an Outside Director pursuant to the Comcast Corporation 2002 Non-Employee Director Compensation Plan) for services as amember of the Board and as a member of any Committee of the Board and in the case of a Director Emeritus, the total remunerationpayable in cash for services to the Board.(b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company,excluding (i) Severance Pay, (ii) sales commissions or other similar payments or awards other than cash bonus arrangementsdescribed in Section 2.16(c), (iii) bonuses earned under any program designated by the Company’s Programming Division as a“long-term incentive plan” and (iv) cash bonuses earned under any long-term incentive plan for employees of NBCUniversal.(c) Except as otherwise provided by the Administrator, with respect to any Eligible Employee who is employed byNBCUniversal or any cash bonus arrangement maintained for the benefit of employees of NBCUniversal under which there is adefined sales incentive target goal and target payout that provides for payment on a quarterly, semi-annual or annual basis, the term“Compensation” shall include cash bonuses earned under any such sales incentive arrangement for employees of NBCUniversal,provided that such cash bonus arrangement is the exclusive cash bonus arrangement in which such Eligible Employee is eligible toparticipate.2.17. “Contribution Limit” means the product of (a) seven (7) times (b) Total Compensation.2.18. “Death Tax Clearance Date” means the date upon which a Deceased Participant’s or a deceased Beneficiary’s PersonalRepresentative certifies to the Administrator that (i) such Deceased Participant’s or deceased Beneficiary’s Death Taxes have beenfinally determined, (ii) all of such Deceased Participant’s or deceased Beneficiary’s Death Taxes apportioned against the DeceasedParticipant’s or deceased Beneficiary’s Account have been paid in full and (iii) all potential liability for Death Taxes with respect tothe Deceased Participant’s or deceased Beneficiary’s Account has been satisfied.2.19. “Death Taxes” means any and all estate, inheritance, generation-skipping transfer, and other death taxes as well as anyinterest and penalties thereon imposed by any governmental entity (a “taxing authority”) as a result of the death of the Participant orthe Participant’s Beneficiary.2.20. “Deceased Participant” means a Participant whose employment, or, in the case of a Participant who was an OutsideDirector or Director Emeritus, a Participant whose service as an Outside Director or Director Emeritus, is terminated by death.2.21. “Director Emeritus” means an individual designated by the Board, in its sole discretion, as Director Emeritus, pursuantto the Board’s Director Emeritus Policy.2.22. “Disability” means:(a) an individual’s inability to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not lessthan 12 months; or(b) circumstances under which, by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not less than 12 months, an individual is receivingincome replacement benefits for a period of not less than three months under an accident or health plan covering employees of theindividual’s employer.2.23. “Disabled Participant” means:(a) A Participant whose employment or, in the case of a Participant who is an Outside Director or Director Emeritus,a Participant whose service as an Outside Director or Director Emeritus, is terminated by reason of Disability;(b) The duly-appointed legal guardian of an individual described in Section 2.23(a) acting on behalf of suchindividual.2.24. “Domestic Relations Order” means any judgment, decree or order (including approval of a property settlementagreement) which:(a) Relates to the provision of child support, alimony payments or marital property rights to a spouse or formerspouse of a Participant; and(b) Is made pursuant to a State domestic relations law (including a community property law).2.25. “Eligible Comcast Employee” means an employee of a Participating Company described in Section 2.25(a) through2.25(e) below, provided that except as otherwise designated by the Administrator, in the case of an employee of the Company or asubsidiary of the Company (other than NBCUniversal), such individual’s Compensation is administered under the Company’scommon payroll system, and in the case of an employee of NBCUniversal, such individual’s Compensation is administered underNBCUniversal’s common payroll system:(a) For the 2012 Plan Year, each employee of a Participating Company who was an Eligible Employee under therules of the Plan as in effect on December 31, 2011, including employees who are Comcast-legacy employees of NBCUniversal.(b) For the 2013 Plan Year, (i) each employee of a Participating Company other than NBCUniversal and (ii) eachemployee of NBCUniversal described in Section 2.25(a), provided that in each case, such employee has an Annual Rate of Pay of$200,000 or more as of both (iii) the date on which an Initial Election is filed with the Administrator for the 2013 Plan Year and(iv) January 1, 2013.(c) For the period extending from January 1, 2014 through December 31, 2018, (i) each employee of a ParticipatingCompany other than NBCUniversal and (ii) each employee of NBCUniversal described in Section 2.25(a) whose Compensation wasadministered under NBCUniversal’s common payroll system as of December 31, 2013, provided that in each case, such employeehas an Annual Rate of Pay of $250,000 or more as of both the date on which an Initial Election is filed with the Administrator andthe first day of the calendar year in which such Initial Election is filed.(d) Effective on and after January 1, 2019, each employee of a Participating Company other than NBCUniversal,provided that such employee has an Annual Rate of Pay of $350,000 or more as of the date on which an Initial Election is filed withthe Administrator.(e) Each Grandfathered Employee who is an employee of a Participating Company other than NBCUniversal.(f) Each New Key Employee who is an employee of a Participating Company other than NBCUniversal.(g) Each Eligible Comcast Spectacor Employee.2.26. “Eligible Comcast Spectacor Employee” means:(a) Each Eligible Comcast Employee who is providing services to Comcast Spectacor under a secondmentarrangement between the Company and Comcast Spectacor.(b) Each employee of Comcast Spectacor, provided that such employee (i) has been designated as an EligibleComcast Spectacor Employee by the Administrator or its delegate and (ii) has an Annual Rate of Pay of $350,000 or more as of both(x) the date on which an Initial Election is filed with the Administrator and (y) the first day of the calendar year in which such InitialElection is filed.2.27. “Eligible Employee” means:(a) Each Eligible Comcast Employee;(b) Each Eligible NBCU Employee; and(c) Each other employee of a Participating Company who is designated by the Administrator, in its discretion, as anEligible Employee.2.28. “Eligible NBCU Employee” means:(a) Effective for the period extending from January 1, 2013 through December 31, 2018, an employee ofNBCUniversal described in Section 2.28(a)(i) through 2.28(a)(v) below, provided that, in each case, except as otherwise designatedby the Administrator, such individual’s Compensation is administered under NBCUniversal’s common payroll system.(i) Each employee of NBCUniversal who has been designated as a member of NBCUniversal’s ExecutiveCommittee, Management Committee or Operating Committee by the Chief Executive Officer of NBCUniversal and approved by theAdministrator, other than an employee who is described in Section 2.25.(ii) Each employee of NBCUniversal, other than an employee who is described in Section 2.25, who, for the2013 Plan Year:(A) Is not a member of NBCUniversal’s Executive Committee, Management Committee or OperatingCommittee;(B)Transferred employment directly from the Company to NBCUniversal in 2011 or 2012;(C) Was an Eligible Employee under the rules of the Plan as in effect immediately before transferringemployment from the Company to NBCUniversal;(D) Elected to waive the opportunity to continue to be an Eligible Employee following the transfer ofemployment directly from the Company to NBCUniversal;(E) Has an Annual Rate of Pay of $200,000 or more as of both (iii) the date on which an InitialElection is filed with the Administrator for the 2013 Plan Year and (iv) January 1, 2013; and(F) Files an Initial Election with the Administrator for the 2013 Plan Year.(iii) Each employee of NBCUniversal, other than an employee who is described in Section 2.25, who, for the2013 Plan Year:(A) Is not a member of NBCUniversal’s Executive Committee, Management Committee or OperatingCommittee;(B) Has been a participant in the NBCUniversal Supplementary Pension Plan for the period extendingfrom January 29, 2011 through December 31, 2012;(C) Has an Annual Rate of Pay is $200,000 or more as of both (iii) the date on which an InitialElection is filed with the Administrator for the 2013 Plan Year and (iv) January 1, 2013; and(D) Files an Initial Election with the Administrator for the 2013 Plan Year.(iv) Each Grandfathered Employee who is an employee of NBCUniversal.(v) Each New Key Employee who is an employee of NBCUniversal.(b) Effective on and after January 1, 2019, an employee of NBCUniversal described in Section 2.28(b)(i) through2.28(b)(iii) below, provided that, in each case, except as otherwise designatedby the Administrator, such individual’s Compensation is administered under NBCUniversal’s common payroll system.(i) Each employee of NBCUniversal who has been designated as a member of NBCUniversal’s ExecutiveCommittee or Management Committee by the Chief Executive Officer of NBCUniversal and approved by the Administrator, otherthan an employee who is described in Section 2.25.(ii) Each Grandfathered Employee who is an employee of NBCUniversal.(iii) Each New Key Employee who is an employee of NBCUniversal.2.29. “Fair Market Value”(a) If shares of any Other Investment Fund are listed on a stock exchange, Fair Market Value shall be determinedbased on the last reported sale price of a share on the principal exchange on which shares are listed on the date of determination, orif such date is not a trading day, the next trading date.(b) If shares of any Other Investment Fund are not so listed, but trades of shares are reported on a quotation system,Fair Market Value shall be determined based on the last quoted sale price of a share on the quotation system on the date ofdetermination, or if such date is not a trading day, the next trading date.(c) If shares of any Other Investment Fund are not so listed nor trades of shares so reported, Fair Market Value shallbe determined by the Committee in good faith.2.30. “Grandfathered Employee” means:(a) Effective before January 1, 2014:(i) Each employee of a Participating Company other than NBCUniversal who, as of December 31, 1989, waseligible to participate in the Prior Plan and who has been in continuous service to the Company or an Affiliate since December 31,1989.(ii) Each employee of a Participating Company other than NBCUniversal who was, at any time beforeJanuary 1, 1995, eligible to participate in the Prior Plan and whose Annual Rate of Pay was $90,000 or more as of both (A) the dateon which an Initial Election is filed with the Administrator and (B) the first day of each calendar year beginning after December 31,1994.(iii) Each employee of a Participating Company other than NBCUniversal who was an employee of an entitythat was a Participating Company in the Prior Plan as of June 30, 2002 and who had an Annual Rate of Pay of $125,000 as of each of(i) June 30, 2002; (ii) the date on which an Initial Election was filed with the Administrator and (iii) the first day of each calendaryear beginning after December 31, 2002.(iv) Each employee of a Participating Company other than NBCUniversal who (i) as of December 31, 2002,was an “Eligible Employee” within the meaning of Section 2.34 of the AT&T Broadband Deferred Compensation Plan (as amendedand restated, effective November 18, 2002)with respect to whom an account was maintained, and (ii) for the period beginning on December 31, 2002 and extending throughany date of determination, has been actively and continuously in service to the Company or an Affiliate.(b) Effective for the period extending from January 1, 2014 through December 31, 2018:(i) Each employee of a Participating Company other than NBCUniversal who is described in Section 2.30(a)(i)-(iv).(ii) Each employee of a Participating Company other than NBCUniversal who is a Participant and who has anAnnual Rate of Pay of $200,000 or more as of each of (A) December 31, 2013; (B) the date on which an Initial Election is filed withthe Administrator and (C) the first day of each calendar year beginning after December 31, 2013.(iii) Each employee of NBCUniversal described in Section 2.28(a)(ii) or 2.28(a)(iii) who is a Participant andwho has an Annual Rate of Pay of $200,000 or more as of each of (A) December 31, 2013; (B) the date on which an Initial Electionis filed with the Administrator and (C) the first day of each calendar year beginning after December 31, 2013.(c) Effective for the period extending from January 1, 2019 through December 31, 2020, each employee of aParticipating Company who either has a balance credited to his Account as of December 31, 2018, or has filed an Initial Election todefer bonus earned for the 2018 Plan Year and who: (i) is an employee of NBCUniversal described in Section 2.25(a) whose Compensation was administeredunder NBCUniversal’s common payroll system as of December 31, 2013, has an Annual Rate of Pay of $250,000 or more as of boththe date on which an Initial Election is filed with the Administrator and the first day of the calendar year in which such InitialElection is filed;(ii) is described in Section 2.28(a)(i), and who is a member of NBCUniversal’s Operating Committee (but notNBCUniversal’s Executive Committee or Management Committee); or(iii) is described in Section 2.30(b).2.31. “Hardship” means an “unforeseeable emergency,” as defined in Section 409A. The Committee shall determine whetherthe circumstances of the Participant constitute an unforeseeable emergency and thus a Hardship within the meaning of this Section2.31. Following a uniform procedure, the Committee’s determination shall consider any facts or conditions deemed necessary oradvisable by the Committee, and the Participant shall be required to submit any evidence of the Participant’s circumstances that theCommittee requires. The determination as to whether the Participant’s circumstances are a case of Hardship shall be based on thefacts of each case; provided however, that all determinations as to Hardship shall be uniformly and consistently made according tothe provisions of this Section 2.31 for all Participants in similar circumstances.2.32. “High Balance Participant” means a Participant the value of whose Account that is deemed invested in the IncomeFund is greater than or equal to the Income Fund Limit, as determined by the Administrator.2.33. “High-Water Mark” means:(a) With respect to amounts credited to the Income Fund pursuant to an Eligible Comcast Employee’s InitialElections on account of Compensation earned in 2014, the highest of the sum of the amounts described in (i), (ii) and (iii) below asof the last day of any calendar quarter beginning after December 31, 2008 and before October 1, 2013:(i)An Eligible Comcast Employee’s Account to the extent such Account is credited to the Income Fund; plus(ii) Such Eligible Comcast Employee’s Account in the Prior Plan to the extent such Account is credited to theIncome Fund; plus(iii) Such Eligible Comcast Employee’s Account in the Restricted Stock Plan to the extent such Account iscredited to the “Income Fund.”(b) With respect to amounts credited to the Income Fund pursuant to an Eligible Comcast Employee’s InitialElections on account of Compensation earned after 2014, the sum of (x) plus (y) where (x) equals the highest of the sum of theamounts described in Section 2.33(a)(i), (ii) and (iii) as of the last day of any calendar quarter beginning after December 31, 2008and before January 1, 2014, and (y) equals the sum of:(i) The amount credited to the Income Fund with respect to an Eligible Comcast Employee’s Accountpursuant to Section 3.8 after December 31, 2013 and on or before September 30, 2014 that is contractually committed pursuant to anemployment agreement entered into on or before December 31, 2013; plus(ii) The deferred portion of an Eligible Comcast Employee’s cash bonus award earned for 2013 to the extentcredited to the Income Fund and payable, but for the Eligible Comcast Employee’s Initial Election, after December 31, 2013 and onor before September 30, 2014; plus(iii) The amount credited to the Eligible Comcast Employee’s “Income Fund” under the Restricted Stock Planpursuant to a “Diversification Election” made by an Eligible Comcast Employee before January 1, 2014 with respect to restrictedstock units that vest under the Restricted Stock Plan after December 31, 2013 and on or before September 30, 2014.2.34. “Inactive Participant” means each Participant (other than an Outside Director or Section 16 Officer described in Section3.5(a), Retired Participant, Deceased Participant or Disabled Participant) who is not in active service as an Outside Director orDirector Emeritus and is not actively employed by a Participating Company.2.35. “Income Fund” means a hypothetical investment fund pursuant to which income, gains and losses are credited to aParticipant’s Account as if the Account, to the extent deemed invested in the Income Fund, were credited with interest at theApplicable Interest Rate. The “9% Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rateis 9%. The “12% Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rate is 12%. The“Prime Plus One Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rate is described inSection 2.6(b). For purposes of this Section 2.35, the Income Fund shall include amounts credited to the Income Fund under thePrior Plan and the Restricted Stock Plan.2.36. “Income Fund Limit” means $100 million, provided that if the amount credited to a Participant’s Income Fund isgreater than $100 million as of December 31, 2019, the Income Fund Limit applicable to such Participant for any applicable PlanYear shall be equal to the amount credited to a Participant’s Income Fund as of the December 31 immediately preceding suchapplicable Plan Year until such balance is equal to or less than $100 million. The Administrator may waive or modify the IncomeFund Limit applicable to one or more High Balance Participants in its discretion. For purposes of this Section 2.36, the Income Fundshall include amounts credited to the Income Fund under the Prior Plan and the Restricted Stock Plan.2.37. “Initial Election.”(a) Outside Directors and Directors Emeriti. With respect to Outside Directors and Directors Emeriti, the term “InitialElection” means one or more written elections on a form provided by the Administrator and filed with the Administrator inaccordance with Article 3, pursuant to which an Outside Director or Director Emeritus may:(i) Elect to defer any portion of the Compensation payable for the performance of services as an OutsideDirector or a Director Emeritus, net of required withholdings and deductions as determined by the Administrator in its solediscretion; and(ii) Designate the time of payment of the amount of deferred Compensation to which the Initial Electionrelates.(b) Eligible Employees. The term “Initial Election” means one or more written elections provided by theAdministrator and filed with the Administrator in accordance with Article 3 pursuant to which an Eligible Employee may:(i) Subject to the limitations described in Section 2.37(b)(iii), elect to defer Compensation payable for theperformance of services as an Eligible Employee following the time that such election is filed; and(ii) Designate the time of payment of the amount of deferred Compensation to which the Initial Electionrelates.(iii) The following rules shall apply to Initial Elections:(A) Subject to the limits on deferrals of Compensation described in Section 2.37(b)(iii)(B) and Section2.37(b)(iii)(C):(1) the maximum amount of base salary available for deferral shall be determined net ofrequired withholdings and deductions as determined by the Administrator in its sole discretion, but shall in no event be less than85% of the Participant’s base salary and(2) the maximum amount of a Signing Bonus available for deferral pursuant to an InitialElection shall not exceed 50%.(B) The maximum amount subject to Initial Elections for any Plan Year shall not exceed 35% of TotalCompensation.(C) No Initial Election with respect to Compensation expected to be earned in a Plan Year shall beeffective if the sum of (x) the value of the Eligible Employee’s Account in the Plan, plus (y) the value of the Eligible Employee’sAccount in the Prior Plan, plus (z) the value of the Eligible Employee’s Account in the Restricted Stock Plan to the extent suchAccount is credited to the “Income Fund” thereunder, exceeds the Contribution Limit with respect to such Plan Year, determined asof September 30th immediately preceding such Plan Year.2.38. [RESERVED]2.39. “NBCUniversal” means NBCUniversal, LLC and its subsidiaries.2.40. “New Key Employee” means:(a) Employees of Comcast.(i) Effective for the period extending from January 1, 2014 through December 31, 2018, and except asprovided in Section 2.37(d), each employee of a Participating Company other than NBCUniversal and Comcast Spectacor:(A) who (x) becomes an employee of a Participating Company and (y) has an Annual Rate of Pay of$250,000 or more as of his employment commencement date, or(B) who (x) has an Annual Rate of Pay that is increased to $250,000 or more and (y) immediatelypreceding such increase, was not an Eligible Employee.(ii) Effective on and after January 1, 2019, and except as provided in Section 2.40(d), each employee of aParticipating Company other than NBCUniversal and Comcast Spectacor:(A) who (x) becomes an employee of a Participating Company and (y) has an Annual Rate of Pay of$350,000 or more as of his employment commencement date, or(B) who (x) has an Annual Rate of Pay that is increased to $350,000 or more and (y) immediatelypreceding such increase, was not an Eligible Employee.(b) Employees of NBCUniversal.(i) Effective for the period extending from January 1, 2013 through December 31, 2018, and except asprovided in Section 2.39(d), each employee of NBCUniversal who (x) first becomes a member of the NBCUniversal ExecutiveCommittee, Management Committee or Operating Committee, and approved by the Administrator during a Plan Year and (y)immediately preceding the effective date of such membership, was not an Eligible Employee.(ii) Effective on and after January 1, 2019, and except as provided in Section 2.39(d), each employee ofNBCUniversal who (x) first becomes a member of the NBCUniversal Executive Committee or the NBCUniversal ManagementCommittee and approved by the Administrator during a Plan Year and (y) immediately preceding the effective date of suchmembership, was not an Eligible Employee.(c) Effective on and after May 20, 2014, and except as provided in Section 2.40(d), each employee of ComcastSpectacor:(i) who (x) becomes an employee of Comcast Spectacor, (y) has an Annual Rate of Pay of $350,000 or moreas of his employment commencement date and (z) is designated as an Eligible Comcast Spectacor Employee by the Administratoror its delegate, or(ii) who (x) is designated as an Eligible Comcast Spectacor Employee by the Administrator or its delegate,(y) has an Annual Rate of Pay that is increased to $350,000 or more and (z) immediately preceding such increase, was not anEligible Employee.(d) Notwithstanding Section 2.40(a), (b), or (c) to the contrary, no employee shall be treated as a New Key Employeewith respect to any Plan Year under this Section 2.40 if:(i) Such employee was eligible to participate in another plan sponsored by the Company or an Affiliate of theCompany which is considered to be of a similar type as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A) or (B) withrespect to such Plan Year; or(ii) Such employee has been eligible to participate in the Plan or any other plan referenced in Section 2.40(d)(i) (other than with respect to the accrual of earnings) at any time during the 24-month period ending on the date such employeewould, but for this Section 2.40(d), otherwise become a New Key Employee.2.41. “Normal Retirement” means:(a) For a Participant who is an employee of a Participating Company immediately preceding his termination ofemployment, a termination of employment that is treated by the Participating Company as a retirement under its employmentpolicies and practices as in effect from time to time; and(b) For a Participant who is an Outside Director or Director Emeritus immediately preceding his termination ofservice, the Participant’s normal retirement from the Board.2.42. “Other Investment Fund” means the Company Stock Fund and such other hypothetical investment funds designated bythe Administrator, pursuant to which income, gains, and losses are credited to a Participant’s Account as if the Account, to theextent deemed invested in such Other Investment Fund, were credited with income, gains, and losses as if actually invested in suchOther Investment Fund. Unless otherwise specified by the Administrator, the Participant shall designate the Other Investment Fundsin which the Participant’s Account shall be invested in accordance with rules established by the Administrator.2.43. “Outside Director” means a member of the Board who is not an Eligible Employee of a Participating Company.2.44. “Participant” means each individual who has made an Initial Election, or for whom an Account is established pursuantto Section 5.1, and who has an undistributed amount credited to an Account under the Plan, including an Active Participant, aDeceased Participant, a Retired Participant, a Disabled Participant, and an Inactive Participant.2.45. “Participating Company” means the Company and each Affiliate of the Company in which the Company owns, directlyor indirectly, 50 percent or more of the voting interests or value, other than such an affiliate designated by the Administrator as anexcluded Affiliate. Notwithstanding the foregoing,the Administrator may delegate its authority to designate an eligible Affiliate as an excluded Affiliate under this Section 2.45 to anofficer of the Company or committee of two or more officers of the Company.2.46. “Performance-Based Compensation” means “Performance-Based Compensation” within the meaning of Section 409A.2.47. “Performance Period” means a period of at least 12 months during which a Participant may earn Performance-BasedCompensation. Effective for Comcast Spectacor’s fiscal years beginning on and after July 1, 2014, the Performance Period forannual incentive bonuses earned by Eligible Comcast Spectacor Employees shall be Comcast Spectacor’s fiscal year ending June30.2.48. “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.2.49. “Plan” means the Comcast Corporation 2005 Deferred Compensation Plan, as set forth herein, and as amended fromtime to time.2.50. “Plan Year” means the calendar year.2.51. “Prime Rate” means, for any calendar year, the interest rate that, when compounded daily pursuant to rules establishedby the Administrator from time to time, is mathematically equivalent to the prime rate of interest (compounded annually) aspublished in the Eastern Edition of The Wall Street Journal on the last business day preceding the first day of such calendar year,and as adjusted as of the last business day preceding the first day of each calendar year beginning thereafter.2.52. “Prior Plan” means the Comcast Corporation 2002 Deferred Compensation Plan.2.53. “Protected Account Balance” means:(a) The amount credited to the Account of an Eligible Comcast Employee, an Outside Director or a Director Emerituspursuant to Initial Elections and Subsequent Elections with respect to Compensation earned before January 1, 2014 or pursuant toCompany Credits described in Section 3.8 that are credited before January 1, 2014, including interest credits attributable to suchamount.(b) The portion of an Eligible Comcast Employee’s Account attributable to Company Credits described in Section 3.8that are made pursuant to an employment agreement entered into on or before December 31, 2013, including interest creditsattributable to such amount.(c) The amount credited pursuant to Initial Elections with respect to Compensation earned in 2014 or 2015, if, as ofthe September 30th immediately preceding the Plan Year to which the Initial Election applies, the sum of:(i) An Eligible Comcast Employee’s Account; plus(ii) Such Eligible Comcast Employee’s Account in the Prior Plan; plus(iii) Such Eligible Comcast Employee’s Account in the Restricted Stock Plan to the extent such Account iscredited to the “Income Fund;”is less than the High-Water Mark.(d) The amount credited pursuant to Initial Elections with respect to Compensation earned on and after January 1,2016 and the amount credited to an Eligible Comcast Employee’s Account attributable to Company Credits described in Section 3.8after May 20, 2015 (other than Company Credits described in Section 2.53(b)), if, as of the September 30th immediately precedingthe Plan Year in which such amounts are creditable, the sum of:(i) An Eligible Comcast Employee’s Account; plus(ii) Such Eligible Comcast Employee’s Account in the Prior Plan; plus(iii) Such Eligible Comcast Employee’s Account in the Restricted Stock Plan to the extent such Account iscredited to the “Income Fund;”is less than the High-Water Mark.(e) The amount credited pursuant to Subsequent Elections filed after December 31, 2013 that are attributable to anyportion of an Eligible Comcast Employee’s Account described in this Section 2.53.Notwithstanding Sections 2.53(a), (b), (c), (d) and (e), except as otherwise provided by the Administrator, the Protected AccountBalance of an Eligible Comcast Employee who is re-employed by a Participating Company following an employment terminationdate that occurs after December 31, 2013 shall be zero.2.54. “Restricted Stock Plan” means the Comcast Corporation 2002 Restricted Stock Plan (or any successor plan).2.55. “Retired Participant” means a Participant who has terminated service pursuant to a Normal Retirement.2.56. “Section 16 Officer” means an “officer” of the Company, as defined pursuant to Rule 16a-1(f) under the SecuritiesExchange Act of 1934, as amended.2.57. “Severance Pay” means any amount that is payable in cash and is identified by a Participating Company as severancepay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee)is required to report for work for a Participating Company.2.58. “Signing Bonus” means Compensation payable in cash and designated by the Administrator as a special bonus intendedto induce an individual to accept initial employment (or re-employment) by a Participating Company or to execute an employmentagreement, or an amount payable in connection with a promotion.2.59. “Subsequent Election” means one or more written elections on a form provided by the Administrator, filed with theAdministrator in accordance with Article 3, pursuant to which a Participant or Beneficiary may elect to defer the time of payment ofamounts previously deferred in accordance with the terms of a previously made Initial Election or Subsequent Election.2.60. “Surviving Spouse” means the widow or widower, as the case may be, of a Deceased Participant or a DeceasedBeneficiary (as applicable).2.61. “Third Party” means any Person, together with such Person’s Affiliates, provided that the term “Third Party” shall notinclude the Company or an Affiliate of the Company.2.62. “Total Compensation” means:(a) The sum of an Eligible Employee’s Annual Rate of Pay, plus Company Credits described in Section 3.8, plus anytarget bonus amount under a cash bonus award that is includible as “Compensation” under Section 2.16, plus the grant date value ofany annual long-term incentive award granted in the immediately preceding Plan Year, all as determined by the Administrator in itssole discretion, as of the September 30th immediately preceding the Plan Year.(b) For the purpose of determining Total Compensation under the Plan, the Administrator, in its sole discretion, maydetermine the applicable value of an Eligible Employee’s annual long-term incentive award in appropriate circumstances, such aswhere the Eligible Employee’s actual annual long-term incentive award (if any) reflects a new hire’s short period of service, or othersimilar circumstances. ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS3.1. Elections.(a) Initial Elections. Subject to any applicable limitations or restrictions on Initial Elections, each OutsideDirector, Director Emeritus and Eligible Employee shall have the right to defer Compensation by filing an Initial Election withrespect to Compensation that he would otherwise be entitled to receive for a calendar year or other Performance Period at the timeand in the manner described in this Article 3. Notwithstanding the foregoing, an individual who is expected to become a New KeyEmployee on a specific date shall be treated as an “Eligible Employee” for purposes of this Section 3.1(a) and may file an InitialElection before the date on which such individual becomes a New Key Employee. The Compensation of such Outside Director,Director Emeritus or Eligible Employee for a calendar year or other Performance Period shall be reduced in an amount equal to theportion of the Compensation deferred by such Outside Director, Director Emeritus or Eligible Employee for such period of timepursuant to such Outside Director’s, Director Emeritus’s or Eligible Employee’s Initial Election. Such reduction shall be effected ona pro rata basis from each periodic installment payment of such Outside Director’s, Director Emeritus’s or Eligible Employee’sCompensation for such period of time (in accordance with the general pay practices of the Participating Company), and credited, asa bookkeeping entry, to such Outside Director’s, Director Emeritus’s or Eligible Employee’s Account in accordance withSection 5.1. Amounts credited to the Accounts of Outside Directors in the form of Company Stock shall be credited to the CompanyStock Fund and credited with income, gains and losses in accordance with Section 5.2(c).(b) Subsequent Elections. Each Participant or Beneficiary shall have the right to elect to defer the time ofpayment or to change the manner of payment of amounts previously deferred in accordance with the terms of a previously madeInitial Election pursuant to the terms of the Plan by filing a Subsequent Election at the time, to the extent, and in the mannerdescribed in this Article 3.3.2. Filing of Initial Election: General. An Initial Election shall be made on the form provided by the Administratorfor this purpose. Except as provided in Section 3.3:(a) No such Initial Election shall be effective with respect to Compensation other than Signing Bonuses orPerformance-Based Compensation unless it is filed with the Administrator on or before December 31 of the calendar year precedingthe calendar year to which the Initial Election applies.(b) No such Initial Election shall be effective with respect to Performance-Based Compensation unless it isfiled with the Administrator at least six months before the end of the Performance Period during which such Performance-BasedCompensation may be earned.(c) No such Initial Election shall be effective with respect to a Signing Bonus for an Eligible Employee otherthan a New Key Employee unless (i) such Signing Bonus is forfeitable if the Participant fails to continue in service to a specifieddate (other than as the result of the Participant’s termination of employment because of death, Disability or Company-initiatedtermination without cause, as determined by the Administrator), and (ii) the Initial Election is filed with the Administrator on orbefore the 30th day following the date of grant of such Signing Bonus and at least one year before such specified date.3.3. Filing of Initial Election by New Key Employees and New Outside Directors.(a) New Key Employees. Notwithstanding Section 3.1 and Section 3.2, a New Key Employee may file anInitial Election:(i) To defer Compensation payable for services to be performed after the date of such Initial Election.An Initial Election to defer Compensation payable for services to be performed after the date of such Initial Election must be filedwith the Administrator within 30 days of the date such New Key Employee first becomes eligible to participate in the Plan.(ii) To defer Compensation payable as a Signing Bonus. An Initial Election to defer Compensationpayable as a Signing Bonus must be filed with the Administrator before such New Key Employee commences service as an EligibleEmployee.An Initial Election by such New Key Employee for succeeding calendar years or applicable Performance Periods shall be made inaccordance with Section 3.1 and Section 3.2.(b) New Outside Directors. Notwithstanding Section 3.1 and Section 3.2, an Outside Director may elect todefer Compensation by filing an Initial Election with respect to his Compensation attributable to services provided as an OutsideDirector in the calendar year in which an Outside Director’s election as a member of the Board becomes effective (provided thatsuch Outside Director is not a member of the Board immediately preceding such effective date), beginning with Compensationearned following the filing of an Initial Election with the Administrator and before the close of such calendar year. Such InitialElection must be filed with the Administrator within 30 days of the effective date of such Outside Director’s election. Any InitialElection by such Outside Director for succeeding calendar years shall be made in accordance with Section 3.1 and Section 3.23.4. Years to which Initial Election May Apply.(a) Separate Initial Elections for Each Calendar Year or Applicable Performance Period. A separate InitialElection may be made for each calendar year or other applicable Performance Period as to which an Outside Director, DirectorEmeritus or Eligible Employee desires to defer such Outside Director’s, Director Emeritus’s or Eligible Employee’s Compensation.The failure of an Outside Director, Director Emeritus or Eligible Employee to make an Initial Election for any calendar year orother applicable Performance Period shall not affect such Outside Director’s or Eligible Employee’s right to make an Initial Electionfor any other calendar year or other applicable Performance Period.(b) Initial Election of Distribution Date. Each Outside Director, Director Emeritus or Eligible Employee shall,contemporaneously with an Initial Election, also elect the time of payment of the amount of the deferred Compensation to whichsuch Initial Election relates; provided, however, that, except as otherwise specifically provided by the Plan, no distribution maycommence earlier than January 2nd of the second calendar year beginning after the date the compensation subject to the InitialElection would be paid but for the Initial Election, nor later than January 2nd of the tenth calendar year beginning after the date thecompensation subject to the Initial Election would be paid but for the Initial Election. Further, each Outside Director, DirectorEmeritus or Eligible Employee may select with each Initial Election the manner of distribution in accordance with Article 4.3.5. Subsequent Elections. No Subsequent Election shall be effective until 12 months after the date on which suchSubsequent Election is made.(a) Active Participants, Outside Directors, and Section 16 Officers. Each Active Participant, and eachParticipant designated by the Administrator who has served as an Outside Director or Section 16 Officer at any time on or afterJanuary 1, 2020 (whether or not such individual is an Active Participant), who has made an Initial Election, or who has made aSubsequent Election, may elect to defer the time of payment of any part or all of such Participant’s Account for a minimum of fiveand a maximum of ten additional years from the previously-elected payment date, by filing a Subsequent Election with theAdministrator at least 12 months before the lump-sum distribution or initial installment payment would otherwise be made. Thenumber of Subsequent Elections under this Section 3.5(a) shall not be limited. The Administrator may designate the specific OtherInvestment Fund or Funds to which the Account of any individual who has terminated service to the Company shall be deemedinvested.(b) Inactive Participants. Except as otherwise provided in Section 3.5(a), the Committee may, in its sole andabsolute discretion, permit an Inactive Participant to make a Subsequent Election defer the time of payment of any part or all of suchInactive Participant’s Account for a minimum of five years and a maximum of ten additional years from the previously-electedpayment date, by filing a Subsequent Election with the Administrator at least 12 months before the lump-sum distribution or initialinstallment payment would otherwise be made. The number of Subsequent Elections under this Section 3.5(b) shall be determinedby the Committee in its sole and absolute discretion.(c) Surviving Spouses - Subsequent Election. A Surviving Spouse who is a Deceased Participant’sBeneficiary may elect to defer the time of payment of any part or all of such Deceased Participant’s Account the payment of whichwould be made more than 12 months after the date of such election. Such election shall be made by filing a Subsequent Electionwith the Administrator in which the Surviving Spouse shall specify the change in the time of payment, which shall be no less thanfive (5) years nor more than ten (10) years from the previously-elected payment date, or such Surviving Spouse may elect to deferpayment until such Surviving Spouse’s death. A Surviving Spouse may make a total of two (2) Subsequent Elections under thisSection 3.5(c), with respect to all or any part of the Deceased Participant’s Account. Subsequent Elections pursuant to this Section3.5(c) may specify different changes with respect to different parts of the Deceased Participant’s Account.(d) Beneficiary of a Deceased Participant Other Than a Surviving Spouse - Subsequent Election. ABeneficiary of a Deceased Participant other than a Surviving Spouse may elect to defer the time of payment, of any part or all ofsuch Deceased Participant’s Account the payment of whichwould be made more than 12 months after the date of such election. Such election shall be made by filing a Subsequent Electionwith the Administrator in which the Beneficiary shall specify the deferral of the time of payment, which shall be no less than five(5) years nor more than ten (10) years from the previously-elected payment date. A Beneficiary may make one (1) SubsequentElection under this Section 3.5(d), with respect to all or any part of the Deceased Participant’s Account. Subsequent Electionspursuant to this Section 3.5(d) may specify different changes with respect to different parts of the Deceased Participant’s Account.(e) Retired Participants and Disabled Participants. The Committee may, in its sole and absolute discretion,permit a Retired Participant or a Disabled Participant to make a Subsequent Election to defer the time of payment of any part or allof such Retired or Disabled Participant’s Account that would not otherwise become payable within twelve (12) months of suchSubsequent Election for a minimum of five (5) years and a maximum of ten (10) additional years from the previously-electedpayment date, by filing a Subsequent Election with the Administrator on or before the close of business on the date that is at leasttwelve (12) months before the date on which the lump-sum distribution or initial installment payment would otherwise be made.The number of Subsequent Elections under this Section 3.5(f) shall be determined by the Committee in its sole and absolutediscretion.(f) Most Recently Filed Initial Election or Subsequent Election Controlling. Except as otherwise specificallyprovided by the Plan, no distribution of the amounts deferred by a Participant shall be made before the payment date designated bythe Participant or Beneficiary on the most recently filed Initial Election or Subsequent Election with respect to each deferred amount.3.6. Discretion to Provide for Distribution in Full Upon or Following a Change of Control. To the extent permitted bySection 409A, in connection with a Change of Control, and for the 12-month period following a Change of Control, the Committeemay exercise its discretion to terminate the Plan and, notwithstanding any other provision of the Plan or the terms of any InitialElection or Subsequent Election, distribute the Account balance of each Participant in full and thereby effect the revocation of anyoutstanding Initial Elections or Subsequent Elections.3.7. Withholding and Payment of Death Taxes.(a) Notwithstanding any other provisions of this Plan to the contrary, including but not limited to theprovisions of Article 3 and Article 7, or any Initial or Subsequent Election filed by a Deceased Participant or a DeceasedParticipant’s Beneficiary (for purposes of this Section, the “Decedent”), and to the extent permitted by Section 409A, theAdministrator shall apply the terms of Section 3.7(b) to the Decedent’s Account unless the Decedent affirmatively has elected, inwriting, filed with the Administrator, to waive the application of Section 3.7(b).(b) Unless the Decedent affirmatively has elected, pursuant to Section 3.7(a), that the terms of this Section3.7(b) not apply, but only to the extent permitted under Section 409A:(i) The Administrator shall prohibit the Decedent’s Beneficiary from taking any action under any ofthe provisions of the Plan with regard to the Decedent’s Account other than the Beneficiary’s making of a Subsequent Electionpursuant to Section 3.5;(ii) The Administrator shall defer payment of the Decedent’s Account until the later of the Death TaxClearance Date and the payment date designated in the Decedent’s Initial Election or Subsequent Election;(iii) The Administrator shall withdraw from the Decedent’s Account such amount or amounts as theDecedent’s Personal Representative shall certify to the Administrator as being necessary to pay the Death Taxes apportioned againstthe Decedent’s Account; the Administrator shall remit the amounts so withdrawn to the Personal Representative, who shall applythe same to the payment of the Decedent’s Death Taxes, or the Administrator may pay such amounts directly to any taxing authorityas payment on account of Decedent’s Death Taxes, as the Administrator elects;(iv) If the Administrator makes a withdrawal from the Decedent’s Account to pay the Decedent’sDeath Taxes and such withdrawal causes the recognition of income to the Beneficiary, the Administrator shall pay to theBeneficiary from the Decedent’s Account, within thirty (30) days of the Beneficiary’s request, the amount necessary to enable theBeneficiary to pay the Beneficiary’s income tax liability resulting from such recognition of income; additionally, the Administratorshall pay to the Beneficiary from the Decedent’s Account, within thirty (30) days of the Beneficiary’s request, such additionalamounts as are required to enable the Beneficiary to pay the Beneficiary’s income tax liability attributable to the Beneficiary’srecognition of income resulting from a distribution from the Decedent’s Account pursuant to this Section 3.7(b)(iv);(v) Amounts withdrawn from the Decedent’s Account by the Administrator pursuant to Sections3.7(b)(iii) and 3.7(b)(iv) shall be withdrawn from the portions of Decedent’s Account having the earliest distribution dates asspecified in Decedent’s Initial Election or Subsequent Election; and(vi) Within 30 days after the Death Tax Clearance Date or upon the payment date designated in theDecedent’s Initial Election or Subsequent Election, if later, the Administrator shall pay the Decedent’s Account to the Beneficiary.3.8. Company Credits. In addition to the amounts credited to Participants’ Accounts pursuant to Initial Elections withrespect to Compensation, the Committee may provide for additional amounts to be credited to the Accounts of one or moredesignated Eligible Employees (“Company Credits”) for any year. A Participant whose Account is designated to receive CompanyCredits may not elect to receive any portion of the Company Credits as additional Compensation in lieu of deferral as provided bythis Section 3.8. The total amount of Company Credits designated with respect to an Eligible Employee’s Account for any Plan Yearshall be credited to such Eligible Employee’s Account as of the time or times designated by the Administrator, as a bookkeepingentry to such Eligible Employee’s Account in accordance with Section 5.1. From and after the date Company Credits are allocatedas designated by the Administrator, Company Credits shall be credited to the Income Fund. Company Credits and income, gains andlosses credited with respect to Company Credits shall be distributable to the Participant on the same basis as if the Participant hadmade an Initial Election to receive a lump sum distribution of such amount on January 2nd of the third calendar year beginning afterthe later of Plan Year with respect to which the Company Credits were authorized or the Plan Year in which such Company Creditsare free of a substantial risk of forfeiture, unless the Participant timely designates a later time and form of payment that is apermissible time and form of payment for amounts subject to an Initial Election under Section 3.4(b) and Section 4.1. In addition,the Participant may make one or more Subsequent Elections with respect to such Company Credits (and income, gains and lossescredited with respect to Company Credits) on the same basis as all other amounts credited to such Participant’s Account.3.9. Separation from Service.(a) Required Suspension of Payment of Benefits. To the extent compliance with the requirements of Treas.Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A topayments due to a Participant upon or following his separation from service, then notwithstanding any other provision of this Plan,any such payments that are otherwise due within six months following the Participant’s separation from service will be deferred andpaid to the Participant in a lump sum immediately following that six-month period.(b) Termination of Employment. For purposes of the Plan, a transfer of an employee between two employers,each of which is the Company or an Affiliate, shall not be deemed a termination of employment. A Participant who is an OutsideDirector shall be treated as having terminated employment on the Participant’s termination of service as an Outside Director,provided that if such a Participant is designated as a Director Emeritus upon termination of service as an Outside Director, suchParticipant shall not be treated as having terminated employment until the Participant’s termination of service as a DirectorEmeritus.ARTICLE 4 - MANNER OF DISTRIBUTION4.1. Manner of Distribution.(a) Amounts credited to an Account shall be distributed, pursuant to an Initial Election or Subsequent Electionin either (i) a lump sum payment or (ii) substantially equal monthly or annual installments over a five (5), ten (10) or fifteen (15)year period. Installment distributions payable in the form of shares of Company Stock shall be rounded to the next lower wholeshare. Except for amounts described in Section 5.2(c), all distributions shall be made in cash.(b) To the extent permitted by Section 409A, notwithstanding any Initial Election, Subsequent Election or anyother provision of the Plan to the contrary:(i) distributions pursuant to Initial Elections or Subsequent Elections shall be made in one lump sumpayment unless the portion of a Participant’s Account subject to distribution, as of both the date of the Initial Election or SubsequentElection and the benefit commencement date, has a value of more than $10,000;(ii) following a Participant’s termination of employment for any reason, if the amount credited to theParticipant’s Account has a value of $10,000 or less, the Administrator may, in its sole discretion, direct that such amount bedistributed to the Participant (or Beneficiary, as applicable) in one lump sum payment, provided that the payment is made on orbefore the later of (i) December 31 of the calendar year in which the Participant terminates employment or (ii) the date two and one-half months after the Participant terminates employment.4.2. Determination of Account Balances for Purposes of Distribution. The amount of any distribution made pursuantto Section 4.1 shall be based on the balances in the Participant’s Account on the date the recordkeeper appointed by theAdministrator transmits the distribution request for a Participant to the Administrator for payment and processing, provided thatpayment with respect to such distribution shall be made as soon as reasonably practicable following the date the distribution requestis transmitted to the Administrator. For this purpose, the balance in a Participant’s Account shall be calculated by crediting income,gains and losses under the Other Investment Fund and Income Fund, as applicable, through the date immediately preceding the dateon which the distribution request is transmitted from the recordkeeper.4.3. Plan-to-Plan Transfers; Change in Time and Form of Election Pursuant to Special Section 409A TransitionRules. The Administrator may delegate its authority to arrange for plan-to-plan transfers or to permit benefit elections as describedin this Section 4.3 to an officer of the Company or committee of two or more officers of the Company.(a) The Administrator may, with a Participant’s consent, make such arrangements as it may deem appropriateto transfer the Company’s obligation to pay benefits with respect to such Participant 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 orotherwise, or to another deferred compensation plan, program or arrangement sponsored by the Company or an Affiliate. Followingthe completion of such transfer, with respect to the benefit transferred, the Participant shall have no further right to payment underthis Plan.(b) The Administrator may, with a Participant’s consent, make such arrangements as it may deem appropriateto assume another employer’s obligation to pay benefits with respect to such Participant which have not become payable under thedeferred compensation plan, program or arrangement under which such future right to payment arose, to the Plan, or to assume afuture payment obligation of the Company or an Affiliate under another plan, program or arrangement sponsored by the Company oran Affiliate. Upon the completion of the Plan’s assumption of such payment obligation, the Administrator shall establish an Accountfor such Participant, and the Account shall be subject to the rules of this Plan, as in effect from time to time.ARTICLE 5 - BOOK ACCOUNTS5.1. Deferred Compensation Account. A Deferred Compensation Account shall be established for each OutsideDirector, Director Emeritus and Eligible Employee when such Outside Director, Director Emeritus or Eligible Employee becomes aParticipant. Compensation deferred pursuant to the Plan shall be credited to the Account on the date such Compensation wouldotherwise have been payable to the Participant.5.2. Crediting of Income, Gains, and Losses on Accounts.(a) In General. Except for amounts credited to the Accounts of Participants who are:(i) Outside Directors who have elected to defer the receipt of Compensation payable in the form ofCompany Stock,(ii) Participants subject to the Income Fund Limit;(iii) Section 16 Officers who, pursuant to rules established by the Administrator or its delegate, haveelected to transfer amounts credited to their Accounts that are deemed to be invested in the Income Fund to an Other InvestmentFund; and(iv) Outside Directors and Section 16 Officers, with respect to amounts subject to SubsequentElections permitted to be made after their termination of service;all amounts credited to Participants’ Accounts shall be credited with income, gains and losses as if they were invested in the IncomeFund.(b) Crediting of Income, Gains, and Losses on Accounts Subject to Investment Restrictions.(i) Credits to Other Investment Funds.(A) Post-Termination Elections. The Accounts of Outside Directors and Section 16 Officerswhose Subsequent Elections are made after their termination of service in accordance with Section 3.5(a) shall be credited to anOther Investment Fund.(B) Participants Whose Income Fund Exceeds the Income Fund Limit.(1) Subsequent Election. Amounts subject to a Subsequent Election that takes effectwhile a Participant’s Income Fund exceeds the Income Fund Limit shall be deemed invested in an Other Investment Fund.(2) Year-End Adjustments. If a Participant’s Income Fund exceeds the Income FundLimit as of the last day of each Plan Year, the excess of (x) the amount credited to the Participant’s Income Fund over (y) theIncome Fund Limit shall be transferred to an Other Investment Fund.(C) Section 16 Officers. Pursuant to rules established by the Administrator or its delegate, aSection 16 Officer may elect to (x) transfer amounts credited to their Account that are deemed to be invested in the Income Fund toan Other Investment Fund, or (y) transfer amounts credited to their Account that are deemed to be invested in an Other InvestmentFund to the Income Fund to the extent that immediately after such transfer, the amount credited to such Section 16 Officer’s IncomeFund does not exceed the Income Fund Limit.(ii) Protocol for Deemed Transfers between Income Fund and an Other Investment Fund. As providedin Article III, the timing of distributions of amounts credited to a Participant’s Account is established pursuant to Initial Electionsand Subsequent Elections, and a Participant may elect various distribution dates for amounts subject to Initial Elections andSubsequent Elections. Amounts deemed transferred from the Income Fund to Other Investment Funds as a result of the applicationof the Income Fund Limit or pursuant to elective transfers described in Section 5.2(b)(i)(C), and amounts deemed transferred froman Other Investment Fund to the Income Fund pursuant to elective transfers described in Section 5.2(b)(i)(C) shall be sourced andallocated on a uniform and consistent basis as determined by the Administrator, provided that amounts transferred among Funds,and any income, gains, or losses credited with respect to such transferred amounts, shall continue to be subject to the distributiontiming and manner of distribution election to which such amounts were subject immediately before the deemed transfer, andprovided further than no amounts shall be deemed transferred to or from the Income Fund under the Prior Plan.(c) Stock Fund Credits. Amounts credited to the Accounts of Outside Directors and High Balance Participantsin the form of Company Stock shall be credited with income, gains, and losses as if they were invested in the Company Stock Fund.Except as otherwise provided with respect to Section 16 Officers pursuant to Section 5.2(b)(i)(C) or by the Administrator withrespect to Participants who are not Section 16 Officers, no portion of such Participant’s Account may be deemed transferred fromthe Company Stock Fund to the Income Fund or to an Other Investment Fund. Amounts credited in the form of Company Stock atthe time of distribution to the Accounts of (i) Outside Directors and (ii)Participants under circumstances described in Section 5.2(a)(iv) shall be distributed in the form of Company Stock, rounded to thenearest lower whole share.(d) Timing of Credits. Except as otherwise provided in this Section 5.2, Compensation deferred pursuant tothe Plan shall be deemed invested in the Income Fund on the date such Compensation would otherwise have been payable to theParticipant, provided that if (i) Compensation would otherwise have been payable to a Participant on a Company payroll date thatfalls within five days of the end of a calendar month, and (ii) based on the Administrator’s regular administrative practices, it is notadministratively practicable for the Administrator to transmit the deferred amount of such Compensation to the Plan’s recordkeeperon or before the last day of the month, such deferred amount shall not be deemed invested in the Income Fund until the first day ofthe calendar month next following such Company payroll date. Accumulated Account balances subject to an investment fundelection under Section 5.2(b) shall be deemed invested in the applicable investment fund as of the effective date of such election.The value of amounts deemed invested in an Other Investment Fund shall be based on hypothetical purchases and sales of suchOther Investment Fund at Fair Market Value as of the effective date of the applicable investment election.5.3. Status of Deferred Amounts. Regardless of whether or not the Company is a Participant’s employer, allCompensation deferred under this Plan shall continue for all purposes to be a part of the general funds of the Company.5.4. Participants’ Status as General Creditors. Regardless of whether or not the Company is a Participant’s employer,an Account shall at all times represent a general obligation of the Company. The Participant shall be a general creditor of theCompany with respect to this obligation, and shall not have a secured or preferred position with respect to the Participant’sAccounts. Nothing contained herein shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of anykind. Nothing contained herein shall be construed to eliminate any priority or preferred position of a Participant in a bankruptcymatter with respect to claims for wages.ARTICLE 6 - NO ALIENATION OF BENEFITS; PAYEE DESIGNATION6.1. Non-Alienation. Except as otherwise required by applicable law, or as provided by Section 6.2, the right of anyParticipant or Beneficiary to any benefit or interest under any of the provisions of this Plan shall not be subject to encumbrance,attachment, execution, garnishment, assignment, pledge, alienation, sale, transfer, or anticipation, either by the voluntary orinvoluntary act of any Participant or any Participant’s Beneficiary or by operation of law, nor shall such payment, right, or interestbe subject to any other legal or equitable process.6.2. Domestic Relations Orders. Notwithstanding any other provision of the Plan or the terms of any Initial Electionor Subsequent Election, the Plan shall honor the terms of a Domestic Relations Order if the Administrator determines that it satisfiesthe requirements of the Plan’s policies relating to Domestic Relations Orders as in effect from time to time, provided that a DomesticRelations Order shall not be honored unless (i) it provides for payment of all or a portion of a Participant’s Account under the Plan tothe Participant’s spouse or former spouse and (ii) it provides for such payment in the form of a single cash lump sum that is payableas soon as administratively practicable following the determination that the Domestic Relations Order meets the conditions forapproval.6.3. Payee Designation. Subject to the terms and conditions of the Plan, a Participant or Beneficiary may direct thatany amount payable pursuant to an Initial Election or a Subsequent Electionon any date designated for payment be paid to any person or persons or legal entity or entities, including, but not limited to, anorganization exempt from federal income tax under section 501(c)(3) of the Code, instead of to the Participant or Beneficiary. Sucha payee designation shall be provided to the Administrator by the Participant or Beneficiary in writing on a form provided by theAdministrator, and shall not be effective unless it is provided immediately preceding the time of payment. The Company’s paymentpursuant to such a payee designation shall relieve the Company and its Affiliates of all liability for such payment.ARTICLE 7 - DEATH OF PARTICIPANT7.1. Death of Participant. Except as otherwise provided in Section 3.5, a Deceased Participant’s Account shall bedistributed in accordance with the last Initial Election or Subsequent Election made by the Deceased Participant before the DeceasedParticipant’s death.7.2. Designation of Beneficiaries. Each Participant (and Beneficiary) shall have the right to designate one or moreBeneficiaries to receive distributions in the event of the Participant’s (or Beneficiary’s) death by filing with the Administrator aBeneficiary designation on a form that may be prescribed by the Administrator for such purpose from time to time. The designationof a Beneficiary or Beneficiaries may be changed by a Participant (or Beneficiary) at any time prior to such Participant’s (orBeneficiary’s) death by the delivery to the Administrator of a new Beneficiary designation form. The Administrator may requirethat only the Beneficiary or Beneficiaries identified on the Beneficiary designation form prescribed by the Administrator berecognized as a Participant’s (or Beneficiary’s) Beneficiary or Beneficiaries under the Plan, and that absent the completion of thecurrently prescribed Beneficiary designation form, the Participants (or Beneficiary’s) Beneficiary designation shall be theParticipant’s (or Beneficiary’s) estate.ARTICLE 8 - HARDSHIP AND OTHER ACCELERATION EVENTS8.1. Hardship. Notwithstanding the terms of an Initial Election or Subsequent Election, if, at the Participant’s request,the Committee determines that the Participant has incurred a Hardship, the Board may, in its discretion, authorize the immediatedistribution of all or any portion of the Participant’s Account.8.2. Other Acceleration Events. To the extent permitted by Section 409A, notwithstanding the terms of an InitialElection or Subsequent Election, distribution of all or part of a Participant’s Account may be made:(a) To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) to the extentpermitted by Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor provision of law).(b) To the extent necessary to comply with laws relating to avoidance of conflicts of interest, as provided inTreasury Regulation section 1.409A-3(j)(4)(iii) (or any successor provision of law).(c) To pay employment taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vi) (orany successor provision of law).(d) In connection with the recognition of income as the result of a failure to comply with Section 409A, to theextent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any successor provision of law).(e) 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).(f) In satisfaction of a debt of a Participant to a Participating Company where such debt is incurred in theordinary course of the service relationship between the Participant and the Participating Company, to the extent permitted byTreasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision of law).(g) In connection with a bona fide dispute as to a Participant’s right to payment, to the extent permitted byTreasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of law).ARTICLE 9 - INTERPRETATION9.1. Authority of Committee. The Committee shall have full and exclusive authority to construe, interpret andadminister this Plan and the Committee’s construction and interpretation thereof shall be binding and conclusive on all persons forall purposes.9.2. Claims Procedure. If an individual (hereinafter referred to as the “Applicant,” which reference shall include thelegal representative, if any, of the individual) does not receive timely payment of benefits to which the Applicant believes he isentitled under the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided.An Applicant may file a claim for benefits with the Administrator on a form supplied by the Administrator. If theAdministrator wholly or partially denies a claim, the Administrator shall provide the Applicant with a written notice stating:(a) The specific reason or reasons for the denial;(b) Specific reference to pertinent Plan provisions on which the denial is based;(c) A description of any additional material or information necessary for the Applicant to perfect the claimand an explanation of why such material or information is necessary; and(d) Appropriate information as to the steps to be taken in order to submit a claim for review.Written notice of a denial of a claim shall be provided within 90 days of the receipt of the claim, provided that if specialcircumstances require an extension of time for processing the claim, the Administrator may notify the Applicant in writing that anadditional period of up to 90 days will be required to process the claim.If the Applicant’s claim is denied, the Applicant shall have 60 days from the date of receipt of written notice of thedenial of the claim to request a review of the denial of the claim by the Administrator. Request for review of the denial of a claimmust be submitted in writing. The Applicantshall have the right to review pertinent documents and submit issues and comments to the Administrator in writing. TheAdministrator shall provide a written decision within 60 days of its receipt of the Applicant’s request for review, provided that ifspecial circumstances require an extension of time for processing the review of the Applicant’s claim, the Administrator may notifythe Applicant in writing that an additional period of up to 60 days shall be required to process the Applicant’s request for review.It is intended that the claims procedures of this Plan be administered in accordance with the claims procedureregulations of the Department of Labor set forth in 29 CFR § 2560.503-1.Claims for benefits under the Plan must be filed with the Administrator at the following address:Comcast CorporationOne Comcast Center1701 John F. Kennedy BoulevardPhiladelphia, PA 19103Attention: General CounselARTICLE 10 - AMENDMENT OR TERMINATION10.1. Amendment or Termination. Except as otherwise provided by Section 10.2, the Company, by action of theBoard or by action of the Committee, shall have the right at any time, or from time to time, to amend or modify this Plan. TheCompany, by action of the Board, shall have the right to terminate this Plan at any time.10.2. Amendment of Rate of Credited Earnings. No amendment shall change the Applicable Interest Rate withrespect to the portion of a Participant’s Account that is attributable to an Initial Election or Subsequent Election made with respect toCompensation and filed with the Administrator before the date of adoption of such amendment by the Board or the Committee. Forpurposes of this Section 10.2, a Subsequent Election to defer the payment of part or all of an Account for an additional period after apreviously-elected payment date (as described in Section 3.5) shall be treated as a separate Subsequent Election from any previousInitial Election or Subsequent Election with respect to such Account.ARTICLE 11- WITHHOLDING OF TAXESWhenever the Participating Company is required to credit deferred Compensation to the Account of a Participant, theParticipating Company shall have the right to require the Participant to remit to the Participating Company an amount sufficient tosatisfy any federal, state and local withholding tax requirements prior to the date on which the deferred Compensation shall bedeemed credited to the Account of the Participant, or take any action whatever that it deems necessary to protect its interests withrespect to tax liabilities. The Participating Company’s obligation to credit deferred Compensation to an Account shall be conditionedon the Participant’s compliance, to the Participating Company’s satisfaction, with any withholding requirement. To the maximumextent possible, the Participating Company shall satisfy all applicable withholding tax requirements by withholding tax from otherCompensation payable by the Participating Company to the Participant, or by the Participant’s delivery of cash to the ParticipatingCompany in an amount equal to the applicable withholding tax.ARTICLE 12 - MISCELLANEOUS PROVISIONS12.1. No Right to Continued Employment. Nothing contained herein shall be construed as conferring upon anyParticipant the right to remain in service as an Outside Director or Director Emeritus or in the employment of a ParticipatingCompany as an executive or in any other capacity.12.2. Expenses of Plan. All expenses of the Plan shall be paid by the Participating Companies.12.3. Gender and Number. Whenever any words are used herein in any specific gender, they shall be construed asthough they were also used in any other applicable gender. The singular form, whenever used herein, shall mean or include theplural form, and vice versa, as the context may require.12.4. Law Governing Construction. The construction and administration of the Plan and all questions pertainingthereto, shall be governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicablefederal law and, to the extent not governed by federal law, by the laws of the Commonwealth of Pennsylvania.12.6. Headings Not a Part Hereof. Any headings preceding the text of the several Articles, Sections, subsections, orparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of the Plan, nor shall they affect itsmeaning, construction, or effect.12.7. Severability of Provisions. If any provision of this Plan is determined to be void by any court of competentjurisdiction, the Plan shall continue to operate and, for the purposes of the jurisdiction of that court only, shall be deemed not toinclude the provision determined to be void.ARTICLE 13- EFFECTIVE DATEThe original effective date of the Plan is January 1, 2005. The amended and restated Plan document approved andadopted on December 10, 2019 shall be effective December 10, 2019.IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be executed by its officersthereunto duly authorized, and its corporate seal to be affixed hereto, on the 10th day of December, 2019.COMCAST CORPORATIONBY: /s/ David L. Cohen ATTEST: _/s/ Thomas J. Reid Exhibit 10.14COMCAST CORPORATION2002 RESTRICTED STOCK PLAN(As Amended and Restated, Effective December 10, 2019)1.BACKGROUND AND PURPOSE(a)Background. COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates theComcast Corporation 2002 Restricted Stock Plan (the “Plan”), effective December 10, 2019.(b)Purpose. The purpose of the Plan is to promote the ability of Comcast Corporation to recruit and retainemployees and enhance the growth and profitability of Comcast Corporation by providing the incentive of long-term awardsfor continued employment and the attainment of performance objectives.(c)Purpose of the Amendment; Credits Affected. The Plan was previously amended and restated, effectiveJanuary 1, 2005 in order (i) to preserve the favorable tax treatment available to amounts deferred pursuant to the Plan beforeJanuary 1, 2005 and the earnings credited in respect of such amounts (each a “Grandfathered Amount”) in light of theenactment of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as part of the American JobsCreation Act of 2004, and the issuance of various Notices, Announcements, Proposed Regulations and Final Regulationsthereunder (collectively, “Section 409A”), and (ii) with respect to all other amounts eligible to be deferred under the Plan, tocomply with the requirements of Section 409A. Grandfathered Amounts will continue to be subject to the terms andconditions of the Plan as in effect prior to January 1, 2005. All amounts eligible to be deferred under the Plan other thanGrandfathered Amounts will be subject to the terms of this amendment and restatement of the Plan and Section 409A.(d)Reservation of Right to Amend to Comply with Section 409A. In addition to the powers reserved to theBoard and the Committee under Paragraph 14 of the Plan, the Board and the Committee reserve the right to amend the Plan,either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with therequirements of the Section 409A.(e)Deferral Provisions of Plan Unfunded and Limited to Select Group of Management or Highly CompensatedEmployees. Deferral Eligible Grantees and Non-Employee Directors may elect to defer the receipt of Restricted Stock andRestricted Stock Units as provided in Paragraph 8. The deferral provisions of Paragraph 8 and the other provisions of thePlan relating to the deferral of Restricted Stock and Restricted Stock Units are unfunded and maintained primarily for thepurpose of providing a select group of management or highly compensated employees the opportunity to defer the receipt ofcompensation otherwise payable to such eligible employees in accordance with the terms of the Plan.(f) References to Written Forms, Elections and Notices. Any action under the Plan that requires a writtenform, election, notice or other action shall be treated as completed if taken via electronic or other means, to the extentauthorized by the Committee.2.DEFINITIONS(a)[RESERVED](b)“Account” means unfunded bookkeeping accounts established pursuant to Paragraph 8(h) and maintainedby the Committee in the names of the respective Grantees (i) to which Deferred Stock Units, dividend equivalents andearnings on dividend equivalents shall be credited with respect to the portion of the Account allocated to the Company StockFund and (ii) towhich amounts credited to the Income Fund or an Other Investment Fund are credited with income, gains, and losses asprovided in Article 8, reduced by distributions in accordance with the Plan.(c)“Active Grantee” means each Grantee who is actively employed by a Participating Company.(d)“Affiliate” means, with respect to any Person, any other person that, directly or indirectly, is in control of, iscontrolled by, or is under common control with, such Person. For purposes of this definition, the term “control,” including itscorrelative terms “controlled by” and “under common control with,” mean, with respect to any Person, the possession,directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whetherthrough the ownership of voting securities, by contract or otherwise.(e)“Annual Rate of Pay” means, as of any date, an employee’s annualized base pay rate. An employee’sAnnual Rate of Pay shall not include sales commissions or other similar payments or awards.(f)“Applicable Interest Rate” means:(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 areattributable to (1) dividends and other distributions credited with respect to Deferred StockUnits 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 rate that, when compounded annually pursuant to rules established bythe Committee from time to time, is mathematically equivalent to 8% (0.08) per annum, orsuch other interest rate established by the Committee from time to time.(B)The Applicable Interest Rate with respect to amounts credited to the Income Fund that areattributable to (1) dividends and other distributions credited with respect to Deferred StockUnits that are deferred pursuant to Initial Deferral Elections made on or after January 1, 2010and before January 1, 2014 and (2) Diversification Elections and Special DiversificationElections made on or after January 1, 2010 and before January 1, 2014, shall be the interestrate that, when compounded annually pursuant to rules established by the Committee fromtime to time, is mathematically equivalent to 12% per annum, or such other interest rateestablished 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 aredeferred pursuant to Initial Deferral Elections made on or after January 1, 2014, (2) dividendsand other distributions credited with respect to Deferred Stock Units that are deferred pursuantto Regular Deferral Elections, and (3) Diversification Elections and Special DiversificationElections made on or after January 1, 2014, the “Applicable Interest Rate” shall be theApplicable Interest Rate that applies to “Protected Benefits” under the Comcast Corporation2005 Deferred Compensation Plan (the “2005 Deferred Compensation Plan”) if, as of theSeptember 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, plus (y) the Grantee’sAccount under the Comcast Corporation 2002 Deferred Compensation Plan (the “2002Deferred Compensation Plan”), plus (z) the portion of the Grantee’s Account under this Plancredited to the Income Fund, is less than the High-Water Mark. If the conditions described inthe preceding sentence do not apply, the “Applicable Interest Rate” shall be the ApplicableInterest Rate that applies under the 2005 Deferred Compensation Plan to amounts creditedpursuant to Initial Deferral Elections with respect to compensation earned after December 31,2013, that are not Protected Benefits.(ii)Effective for the period beginning as soon as administratively practicable following a Grantee’semployment termination date 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 suchGrantee’s Account to mean the lesser of: (A) the rate in effect under Paragraph 2(f)(i) or (B) theinterest rate that, when compounded annually pursuant to rules established by the Committee fromtime to time, is mathematically equivalent to the Prime Rate plus one percent, compounded annuallyas of the last day of the calendar year. A Grantee’s re-employment by a Participating Companyfollowing an employment termination date shall not affect the Applicable Interest Rate that applies tothe part of the Grantee’s Account (including interest credited with respect to such part of the Grantee’sAccount) that was credited before such employment termination date. Notwithstanding the foregoing,the Committee may delegate its authority to determine the Applicable Interest Rate under thisParagraph 2(f)(ii) to an officer of the Company or committee of two or more officers of the Company.(g)“AT&T Broadband Transaction” means the acquisition of AT&T Broadband Corp. (now known asComcast Cable Communications, LLC) by the Company.(h)“Award” means an award of Restricted Stock or Restricted Stock Units granted under the Plan.(i)“Board” means the Board of Directors of the Company.(j)“Change in Control” means:(i)Except as provided in Paragraph 2(j)(ii), “Change in Control” means the occurrence of any one ormore of the following events:(A)following February 22, 2016, any person or “group” (as defined in Section 13(d) of theExchange Act) (each, a “Person”), other than an employee benefit plan or trust maintained bythe Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Company representing 30% or more of thecombined voting power of the Company’s outstanding securities entitled to vote generally inthe election of directors, unless a majority of the directors of the Company in officeimmediately preceding the date on which such Person acquires such beneficial ownership, byresolution negates the effectiveness of this provision in a particular circumstance);(B)at any time during a period of 12 consecutive months, individuals who at the beginning of suchperiod constituted the Board and any new member of the Board whose election or nominationfor election was approved by a vote of at least a majority of the directors then still in officewho either were directors at the beginning of such period or whose election or nomination forelection was so approved, cease for any reason to constitute a majority of members of theBoard;(C)the consummation of (x) a merger, consolidation, reorganization or similar corporatetransaction involving the Company or any of its subsidiaries with any other corporation orentity, which would result in the combined voting power of the Company’s securities entitledto vote generally in the election of directors outstanding immediately prior to such merger,consolidation, reorganization or other similar transaction representing (either by remainingoutstanding 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 Companyor 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 toany Person of all or substantially all of the assets of the Company, in one transaction or a seriesof related transactions; or(D)the approval by the shareholders of the Company of a liquidation or dissolution of theCompany.(ii)For purposes of Paragraph 8, and with respect to the distribution of amounts subject to an Award thatconstitute “deferred compensation” (within the meaning of Section 409A), the term “Change inControl” shall mean any transaction or series of transactions that constitutes a change in the ownershipor effective control or a change in the ownership of a substantial portion of the assets of the Company,within the meaning of Section 409A.(k)“Code” means the Internal Revenue Code of 1986, as amended.(l)“Comcast Plan” means any restricted stock, restricted stock unit, stock bonus, stock option or othercompensation plan, program or arrangement established or maintained by the Company or an Affiliate, including but notlimited to this Plan, the Comcast Corporation 2003 Stock Option Plan, the Comcast Corporation 2002 Stock Option Plan, theComcast Corporation 1996 Stock Option Plan, Comcast Corporation 1987 Stock Option Plan and the Comcast Corporation2002 Deferred Stock Option Plan.(m)“Committee” means the Compensation Committee of the Board, provided that all references to theCommittee shall be treated as references to the Committee’s delegate with respect to any Award granted within the scope ofthe delegate’s authority pursuant to Paragraph 5(f).(n)“Common Stock” means Class A Common Stock, par value $0.01, of the Company.(o)“Company” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto bymerger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.(p)“Company Stock Fund” means a hypothetical investment fund pursuant to which Deferred Stock Units arecredited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) theeffective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, asapplicable. Theportion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of theAccount were invested in hypothetical shares of Common Stock otherwise deliverable as Shares upon the Vesting Dateassociated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect toCommon Stock were credited to the Income Fund, held uninvested in cash and credited with interest at the ApplicableInterest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the formof Deferred Stock Units through such December 31), provided that dividends and other distributions paid with respect toCommon Stock shall be credited with interest at the Applicable Interest Rate commencing as of the date on which dividendsor other distributions are paid. To the extent a distribution of a Grantee’s Account is attributable to amounts credited to theCompany Stock Fund (i) as Deferred Stock Units that have never been the subject of a completed Diversification Election or(ii) under circumstances described in Paragraph 8(j)(ii)(A), distributions shall be made in the form of Common Stock. Allother distributions of Account balances shall be made in cash.(q)“Date of Grant” means the date on which an Award is granted.(r)“Deceased Grantee” means:(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.(s)“Deferral Eligible Employee” means:(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 dateon 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 RegularDeferral Election is filed.(B)Each New Key Employee.(C)Each other employee of a Participating Company who is designated by the Committee, in itssole 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 dateon 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 RegularDeferral Election is filed.(B)Each New Key Employee.(C)Each other employee of a Participating Company who is designated by the Committee, in itssole and absolute discretion, as a Deferral Eligible Employee.Notwithstanding anything in this Paragraph 2(s) to the contrary, except as otherwise provided by the Committee or its delegate, noGrantee who is an employee of NBCUniversal, LLC, a Delaware limited liability company, and its subsidiaries (collectively,“NBCUniversal”) shall be a Deferral Eligible Employee with respect to any Award granted to such Grantee on or after January 29,2011.(t)“Deferred Stock Units” means the number of hypothetical Shares subject to an Election.(u)“Disability” means:(i)A Grantee’s substantial inability to perform Grantee’s employment duties due to partial or totaldisability or incapacity resulting from a mental or physical illness, injury or other health-related causefor a period of 12 consecutive months or for a cumulative period of 52 weeks in any two-calendar yearperiod; or(ii)If different from the definition in Paragraph 2(u)(i) above, “Disability” as it may be defined in suchGrantee’s employment agreement between the Grantee and the Company or an Affiliate, if any.(v)“Disabled Grantee” means:(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 ofsuch individual.(w)“Diversification Election” means a Grantee’s election to have a portion of the Grantee’s Account creditedin the form of Deferred Stock Units and attributable to any grant of Restricted Stock or Restricted Stock Units deemedliquidated and credited thereafter under the Income Fund or an Other Investment Fund, as provided in Paragraph 8(k).(x)“Election” means, as applicable, an Initial Deferral Election, Regular Deferral Election, or a SubsequentDeferral Election.(y)“Eligible Employee” means an employee of a Participating Company, as determined by the Committee.(z)“Fair Market Value” means:(i)If Shares or shares of any Other Investment Fund are listed on a stock exchange, Fair Market Valueshall be determined based on the last reported sale price of a share on the principal exchange on whichshares 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 onthe Nasdaq National Market, Fair Market Value shall be determined based on the last quoted saleprice of a share on the Nasdaq National Market on the date of determination, or if such date is not atrading 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, FairMarket Value shall be determined by the Committee in good faith.(aa) “Family Member” has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under theSecurities Act of 1933, as amended, and any successor thereto.(bb) “Grandfathered Amount” means amounts described in Paragraph 1(c) that were deferred under the Plan andthat were earned and vested before January 1, 2005.(cc) “Grantee” means an Eligible Employee or Non-Employee Director who is granted an Award.(dd) “Hardship” means an “unforeseeable emergency,” as defined in Section 409A. The Committee shall determinewhether the circumstances of the Grantee constitute an unforeseeable emergency and thus a Hardship within the meaning ofthis Paragraph 2(dd). Following a uniform procedure, the Committee’s determination shall consider any facts or conditionsdeemed necessary or advisable by the Committee, and the Grantee shall be required to submit any evidence of the Grantee’scircumstances that the Committee requires. The determination as to whether the Grantee’s circumstances are a case ofHardship shall be based on the facts of each case; providedhowever, that all determinations as to Hardship shall be uniformly and consistently made according to the provisions of thisParagraph 2(dd) for all Grantees in similar circumstances.(ee) “High Balance Participant” means a Grantee the value of whose Account that is deemed invested in theIncome Fund is greater than or equal to the Income Fund Limit, as determined by the Committee.(ff) “High-Water Mark” means:(i) With respect to amounts credited to the Income Fund on account ofDiversification 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 beforeOctober 1, 2013:(A)the Grantee’s Account under the 2005 Deferred Compensation Plan, to the extent credited tothe Income Fund; plus(B)the Grantee’s Account under the 2002 Deferred Compensation Plan, to the extent credited tothe 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 ofDiversification 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 beforeJanuary 1, 2014, and (y) equals the sum of:(A) The amount credited to the Income Fund with respect to aGrantee’s Account under Section 3.8 of the 2005 Deferred Compensation Plan after December31, 2013 and on or before September 30, 2014 that is contractually committed pursuant to anemployment agreement entered into on or before December 31, 2013; plus(B) The deferred portion of a Grantee’s cash bonus award earned for2013 to the extent credited to the Income Fund and payable, but for the Grantee’s deferralelection under the 2005 Deferred Compensation Plan after December 31, 2013 and on orbefore September 30, 2014; plus(C) The amount credited to the Income Fund pursuant to aDiversification Election or Special Diversification Election made by a Grantee before January1, 2014 with respect to Restricted Stock Units that vest after December 31, 2013 and on orbefore September 30, 2014.(gg) “Income Fund” means a hypothetical investment fund pursuant to which an amount equal to the Fair MarketValue of Deferred Stock Units subject to a Diversification Election is credited as of the effective date of such DiversificationElection and, except as otherwise provided in Paragraph 8(j) and Paragraph 8(k), as to which interest is credited thereafteruntil the date of distribution at the Applicable Interest Rate. In addition, the Income Fund shall also be deemed to holddividend equivalents and earnings on dividend equivalents credited to a Grantee’s Account as described in Paragraph 2(b)and Paragraph 2(p). Notwithstanding any other provision of the Plan to the contrary, for purposes of determining the timeand form of payment of amounts credited to the Income Fund, the rules of the 2005 Deferred Compensation Plan shall applyon the same basis as if such amounts were credited to a Grantee’s account under such 2005 Deferred CompensationPlan. The “9% Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rate is 9%. The“12% Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rate is 12%. The “PrimePlus One Fund” means that portion of the Income Fund with respect to which the Applicable Interest Rate is described inParagraph 2(f)(ii). For purposes of this Paragraph 2(gg), the Income Fund shall include amounts credited to the Income Fundunder the 2002 Deferred Compensation Plan and the 2005 Deferred Compensation Plan.(hh) “Income Fund Limit” means $100 million, provided that if the amount credited to a Grantee’s Income Fund isgreater than $100 million as of December 31, 2019, the Income Fund Limit applicable to such Grantee for any applicablePlan Year shall be equal to the amount credited to a Grantee’s Income Fund as of the December 31 immediately precedingsuch applicable Plan Year until such balance is equal to or less than $100 million. The Committee may waive or modify theIncome Fund Limit applicable to one or more High Balance Participants in its discretion. For purposes of this Paragraph2(hh), the Income Fund shall include amounts credited to Income Fund under the 2002 Deferred Compensation Plan and2005 Deferred Compensation Plan.(ii) “Initial Deferral Election” means a written election on a form provided by the Committee, pursuant to which aGrantee: (i) elects, within the time or times specified in Paragraph 8(a)(i), to defer the distribution date of Shares issuablewith respect to Restricted Stock Units; and (ii) designates the distribution date of such Shares.(jj) [RESERVED](kk) “New Key Employee” means:(i) Effective for the period extending from January 1, 2014 through December31, 2018, each employee of a Participating Company who:(A) becomes an employee of a Participating Company and has anAnnual 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 andwho, immediately preceding such increase, was not a Deferral Eligible Employee.(ii) Effective on and after January 1, 2019, each employee of a ParticipatingCompany who:(A) becomes an employee of a Participating Company and has anAnnual 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 andwho, immediately preceding such increase, was not a Deferral Eligible Employee.(ll) “Non-Employee Director” means an individual who is a member of the Board, and who is not an EligibleEmployee, including an individual who is a member of the Board and who previously was an employee of the Company.(mm) “Normal Retirement” means a Grantee’s termination of employment that is treated by the ParticipatingCompany as a retirement under its employment policies and practices as in effect from time to time.(nn) “Other Available Shares” means, as of any date, the sum of:(i) The total number of Shares owned by a Grantee or such Grantee’s FamilyMember that were not acquired by such Grantee or such Grantee’s Family Member pursuant to aComcast Plan or otherwise in connection with the performance of services to the Company or anAffiliate; plus(ii) The excess, if any of:(A) The total number of Shares owned by a Grantee or such Grantee’sFamily Member other than the Shares described in Paragraph 2(nn)(i); over(B) The sum of:(1)The number of such Shares owned by such Grantee or such Grantee’s FamilyMember for less than six months; plus(2)The number of such Shares owned by such Grantee or such Grantee’s FamilyMember that has, within the preceding six months, been the subject of a certification pursuant toParagraph 9(c)(ii) or any similar certification under any other Comcast Plan; plus(3)The number of such Shares owned by such Grantee or such Grantee’s FamilyMember that has, within the preceding six months, been received in exchange for Shares surrenderedas payment, in full or in part, or as to which ownership was attested to as payment, in full or in part, ofthe exercise price for an option to purchase any securities of the Company or an Affiliate of theCompany, under any Comcast Plan, but only to the extent of the number of Shares surrendered orattested to; plus(4)The number of such Shares owned by such Grantee or such Grantee’s FamilyMember as to which evidence of ownership has, within the preceding six months, been provided to theCompany in connection with the crediting of “Deferred Stock Units” to such Grantee’s Account underthe Comcast Corporation 2002 Deferred Stock Option Plan (as in effect from time to time).For purposes of this Paragraph 2(nn), a Share that is subject to an Election pursuant to Paragraph 8 or a deferral electionpursuant to another Comcast Plan shall not be treated as owned by a Grantee until all conditions to the delivery of such Sharehave lapsed. For purposes of determining the number of Other Available Shares, the term “Shares” shall also include thesecurities held by a Grantee or such Grantee’s Family Member immediately before the consummation of the AT&TBroadband Transaction that have converted into Shares.(oo) “Other Investment Fund” means the Company Stock Fund and such other hypothetical investment fundsdesignated by the Committee, pursuant to which income, gains, and losses are credited to a Grantee’s Account as if theAccount, to the extent deemed invested in such Other Investment Fund, were credited with income, gains, and losses as ifactually invested in such Other Investment Fund. The Grantee shall designate the Other Investment Funds in which theGrantee’s Account shall be invested in accordance with rules established by the Committee.(pp) “Participating Company” means the Company and each of the Subsidiary Companies.(qq) “Performance-Based Compensation” means “Performance-Based Compensation” within the meaning ofSection 409A.(rr) “Performance Period” means a period of at least 12 months during which a Grantee may earn Performance-Based Compensation.(ss) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity ororganization.(tt) “Plan” means the Comcast Corporation 2002 Restricted Stock Plan, as set forth herein, and as amended fromtime to time.(uu) “Plan Year” means the calendar year.(vv) “Prime Rate” means, for any calendar year, the interest rate that, when compounded daily pursuant to rulesestablished by the Committee from time to time, is mathematically equivalent to the prime rate of interest (compoundedannually) as published in the Eastern Edition of The Wall Street Journal on the last business day preceding the first day ofsuch calendar year, and as adjusted as of the last business day preceding the first day of each calendar year beginningthereafter.(ww) “Regular Deferral Election” means a written election on a form provided by the Committee, pursuant towhich a Grantee: (i) elects, within the time or times specified in Paragraph 8(a)(ii), to defer the distribution date of Sharesissuable with respect to Restricted Stock Units; and (ii) designates the distribution date of such Shares.(xx) “Restricted Stock” means Shares subject to restrictions as set forth in an Award.(yy) “Restricted Stock Unit” means a unit that entitles the Grantee, upon the Vesting Date set forth in an Award, toreceive one Share.(zz) “Retired Grantee” means a Grantee who has terminated employment pursuant to a Normal Retirement.(aaa) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.(bbb) “Section 16 Officer” means an “officer” of the Company, as defined pursuant to Rule 16a-1(f) under the 1934Act.(ccc) “Share” or “Shares” means a share or shares of Common Stock.(ddd) “Special Diversification Election” means, with respect to each separate Award, a Diversification Election bya Grantee other than a Non-Employee Director to have more than 40 percent of the Deferred Stock Units credited to suchGrantee’s Account in the Company Stock Fund liquidated and credited thereafter under the Income Fund or an OtherInvestment Fund, as provided in Paragraph 8(k)(i), if (and to the extent that) it is approved by the Committee or its delegatein accordance with Paragraph 8(k)(ii).(eee) “Subsequent Deferral Election” means a written election on a form provided by the Committee, filed with theCommittee in accordance with Paragraph 8(d), pursuant to which a Grantee: (i) elects, within the time or times specified inParagraph 8(d), to further defer the distribution date of Shares issuable with respect to Restricted Stock or Restricted StockUnits; and (ii) designates the distribution date of such Shares.(fff) “Subsidiary Companies” means all business entities that, at the time in question, are subsidiaries of theCompany, within the meaning of section 424(f) of the Code.(ggg) “Successor-in-Interest” means the estate or beneficiary to whom the right to payment under the Plan shallhave passed by will or the laws of descent and distribution.(hhh) “Terminating Event” means a Change in Control.(iii) “Third Party” means any Person, together with such Person’s Affiliates, provided that the term “Third Party”shall not include the Company or an Affiliate of the Company.(jjj) “Vesting Date” means, as applicable: (i) the date on which the restrictions imposed on a Share of RestrictedStock lapse or (ii) the date on which the Grantee vests in a Restricted Stock Unit.(kkk) “1933 Act” means the Securities Act of 1933, as amended.(lll) “1934 Act” means the Securities Exchange Act of 1934, as amended.3.RIGHTS TO BE GRANTEDRights that may be granted under the Plan are:(a)Rights to Restricted Stock which gives the Grantee ownership rights in the Shares subject to the Award,subject to a substantial risk of forfeiture, as set forth in Paragraph 7, and to deferred payment, as set forth in Paragraph 8; and(b)Rights to Restricted Stock Units which give the Grantee the right to receive Shares upon a Vesting Date, asset forth in Paragraph 7, and to deferred payment, as set forth in Paragraph 8. The maximum number of Shares subject toAwards that may be granted to any single individual in any calendar year, adjusted as provided in Paragraph 10, shall be 4.0million Shares.4.SHARES SUBJECT TO THE PLAN(a)Shares Available for Grant. Subject to adjustment as provided in Paragraph 10, not more than 268 millionShares in the aggregate may be issued under the Plan pursuant to the grant of Awards. The Shares issued under the Planmay, at the Company’s option, be either Shares held in treasury or Shares originally issued for such purpose.(b)Shares Returned to the Reserve. If Restricted Stock or Restricted Stock Units are forfeited pursuant to theterms of an Award, the Shares underlying such forfeited Award shall return to the pool of Shares available for issuanceunder the Plan.(c)Share Recycling Prohibitions. If the Company withholds Shares to satisfy its tax withholding obligations,such withheld Shares shall not again become available for Awards or increase the number of Shares available for grant underParagraph 4(a).5.ADMINISTRATION OF THE PLAN(a)Administration. The Plan shall be administered by the Committee, provided that with respect to Awards toNon-Employee Directors, the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 to the Committeeshall be treated as references to either the Board or the Committee acting alone.(b)Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have thepower, from time to time, to select those Employees and Non-Employee Directors to whom Awards shall be granted underthe Plan, to determine the number of Shares and/or Restricted Stock Units, as applicable, to be granted pursuant to eachAward, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award, including therestrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur. The determination of theCommittee in all such matters shall be conclusive.(c)Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approvedat a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of themembers of the Committee shall be the valid acts of the Committee.(d)Exculpation. No member of the Committee shall be personally liable for monetary damages for any actiontaken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunderunless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach orfailure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of thisParagraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminalstatute.(e)Indemnification. Service on the Committee shall constitute service as a member of the Board. Each memberof the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extentprovided by applicable law and the Company’ s Articles of Incorporation and By-laws in connection with or arising out ofany action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which hemay be involved by reason of his being or having been a member of the Committee, whether or not he continues to be suchmember of the Committee at the time of the action, suit or proceeding.(f) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment,interpretation and administration of grants and awards of restricted stock and restricted stock units to a person, persons orcommittee, in its sole and absolutediscretion. Actions taken by the Committee’s duly-authorized delegate shall have the same force and effect as actions takenby the Committee. Any delegation of authority pursuant to this Paragraph 5(f) shall continue in effect until the earliest of:(i)such time as the Committee shall, in its sole and absolute discretion, revoke such delegation ofauthority;(ii)in the case of delegation to a person that is conditioned on such person’s continued service as anemployee of the Company or as a member of the Board, the date such delegate shall cease to serve insuch capacity for any reason; or(iii)the delegate shall notify the Committee that he or she declines to continue to exercise such authority.6.ELIGIBILITYAwards may be granted only to Eligible Employees and Non-Employee Directors.7.RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDSThe Committee may grant Awards in accordance with the Plan, provided that the Board or the Committee may grantAwards to Non-Employee Directors authorized by the Comcast Corporation 2002 Non-Employee Director CompensationPlan, or otherwise. With respect to Awards to Non-Employee Directors, the rules of this Paragraph 7 shall apply so thateither the Board or the Committee acting alone shall have all of the authority otherwise reserved in this Paragraph 7 to theCommittee.The terms and conditions of Awards shall be set forth in writing as determined from time to time by the Committee,consistent, however, with the following:(a)Time of Grant. All Awards shall be granted on or before May 19, 2026.(b)Terms of Awards. The provisions of Awards need not be the same with respect to each Grantee. No cash orother consideration shall be required to be paid by the Grantee in exchange for an Award.(c)Awards and Agreements. Each Grantee shall be provided with an agreement specifying the terms of anAward. The Company shall arrange for the recording of Grantee’s ownership of the Restricted Stock on a book entryrecordkeeping system maintained on behalf of the Company.(d)Restrictions. Subject to the provisions of the Plan and the Award, the Committee may establish a periodcommencing with the Date of Grant during which the Grantee shall not be permitted to sell, transfer, pledge or assignRestricted Stock or Restricted Stock Units awarded under the Plan.(e)Vesting/Lapse of Restrictions. Subject to the provisions of the Plan and the Award, a Vesting Date forRestricted Stock or Restricted Stock Units subject to an Award shall occur at such time or times and on such terms andconditions as the Committee may determine and as are set forth in the Award; provided, however, that except as otherwiseprovided by the Committee, a Vesting Date shall occur only if the Grantee is an employee of a Participating Company as ofsuch Vesting Date, and has been an employee of a Participating Company continuously from the Date of Grant. The Awardmay provide for Restricted Stock or Restricted Stock Units to vest in installments, as determined by the Committee. TheCommittee may, in its sole discretion, waive, in whole or in part, any remaining conditions to vesting with respect to suchGrantee’s Restricted Stock or Restricted Stock Units, provided that for avoidance of doubt, such unilateral discretion shallnot apply to any grant of rights that is designated as intended to satisfy the rules for performance-based compensation undersection 162(m) of the Code.(f)Rights of the Grantee. Grantees may have such rights with respect to Shares subject to an Award as may bedetermined by the Committee and set forth in the Award, including the right to vote such Shares, and the right to receivedividends paid with respect to such Shares. A Grantee whose Award consists of Restricted Stock Units shall not have theright to vote with respect to such Restricted Stock Units. With respect to Awards of Restricted Stock Units granted prior toMarch 1, 2015, a Grantee shall not have the right to receive dividend equivalents with respect to such Restricted Stock Units.(g)Dividend Equivalents. With respect to Awards of Restricted Stock Units granted on and after March 1,2015, the Committee may, in its discretion, provide for the payment of dividend equivalents with respect to Restricted StockUnits, which may be paid directly to the Grantee, accrued and paid by the Company at such time or times specified in theapplicable agreement specifying the terms of an Award, or treated as reinvested in additional Restricted Stock Units, or acombination thereof, as determined by the Committee in its sole discretion.(h)Termination of Grantee’s Employment. A transfer of an Eligible Employee between two employers, eachof which is a Participating Company, shall not be deemed a termination of employment. A Grantee who is a Non-EmployeeDirector shall be treated as having been terminated upon the Grantee’s termination of service as a Non-Employee Director,provided that if such a Grantee is designated as a Director Emeritus upon termination of service as a Non-EmployeeDirector, such Non-Employee Director shall not be treated as having been terminated until the Grantee’s termination ofservice as a Director Emeritus. In the event that a Grantee’s employment with all Participating Companies terminates, allRestricted Shares and/or Restricted Stock Units as to which a Vesting Date has not occurred shall be forfeited by the Granteeand deemed canceled by the Company.(i)Delivery of Shares. For purposes of the Plan, the Company may satisfy its obligation to deliver Sharesissuable under the Plan by arranging for the recording of Grantee’s ownership of Shares issuable under the Plan on a bookentry recordkeeping system maintained on behalf of the Company. Except as otherwise provided by Paragraph 8, when aVesting Date occurs with respect to all or a portion of an Award of Restricted Stock or Restricted Stock Units, the Companyshall notify the Grantee that a Vesting Date has occurred, and shall deliver to the Grantee (or the Grantee’s Successor-in-Interest) Shares as to which a Vesting Date has occurred (or in the case of Restricted Stock Units, the number of Sharesrepresented by such Restricted Stock Units) without any legend or restrictions (except those that may be imposed by theCommittee, in its sole judgment, under Paragraph 9(a)). The right to payment of any fractional Shares that may have accruedshall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a Share at theVesting Date, as determined by the Committee.8.DEFERRAL ELECTIONSA Grantee may elect to defer the receipt of Shares that would otherwise be issuable with respect to Restricted StockUnits as to which a Vesting Date has not occurred, as provided by the Committee in the Award, consistent, however, withthe following:(a)Initial Deferral Election and Regular Deferral Election.(i)Initial Deferral Election.(A)Election. Each Grantee who is a Non-Employee Director or a Deferral Eligible Employee shallhave the right to defer the receipt of some or all of the Shares issuable with respect toRestricted Stock Units as to which a Vesting Date has not yet occurred, by filing an InitialDeferral Election to defer the receipt of such Shares on a form provided by the Committee forthis purpose.(B)Deadline for Initial Deferral Election. No Initial Deferral Election to defer the receipt of Sharesissuable with respect to Restricted Stock Units that are not Performance-Based Compensationshall be effective unless it is filed with the Committee on or before the 30th day following theDate of Grant and 12 or more months in advance of the applicable Vesting Date. No InitialDeferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Unitsthat are Performance-Based Compensation shall be effective unless it is filed with theCommittee at least six months before the end of the Performance Period during which suchPerformance-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 thereceipt of some or all of the Shares issuable with respect to Restricted Stock Units as to whicha Vesting Date has not yet occurred, and that are not subject to an Initial Deferral Election, byfiling a Regular Deferral Election to defer the receipt of such Shares on a form provided by theCommittee for this purpose.(B)Deadline for Regular Deferral Election. No Regular Deferral Election to defer the receipt ofShares issuable with respect to Restricted Stock Units shall be effective unless it is filed withthe Committee on or before the close of business at least one year before the scheduledVesting Date of such Restricted Stock Units.(b)Effect of Failure of Vesting Date to Occur. An Election shall be null and void if a Vesting Date with respectto the Restricted Stock Units does not occur before the distribution date for Shares issuable with respect to such RestrictedStock Units identified in such Election.(c)Deferral Period. Except as otherwise provided in Paragraph 8(d), all Shares issuable with respect toRestricted Stock Units that are subject to an Election shall be delivered to the Grantee (or the Grantee’s Successor-in-Interest) without any legend or restrictions (except those that may be imposed by the Committee, in its sole judgment, underParagraph 9(a)), on the distribution date for such Shares designated by the Grantee on the most recently filed Election. Thedistribution date may vary with each separate Election.(i)Initial Deferral Election. Except as otherwise specifically provided by the Plan, no distributionpursuant to an Initial Deferral Election may be made earlier than January 2nd of the third calendaryear beginning after the Vesting Date, nor later than January 2nd of the eleventh calendar yearbeginning after the Vesting Date.(ii)Regular Deferral Election. No distribution pursuant to a Regular Deferral Election may be madebefore the fifth anniversary or later than the tenth anniversary of the scheduled Vesting Date of theRestricted Stock Units to which the Regular Deferral Election applies.(d)Additional Elections. Notwithstanding anything in this Paragraph 8(d) to the contrary, no SubsequentDeferral Election shall be effective until 12 months after the date on which such Subsequent Deferral Election is made.(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, 2020 (whether or not suchindividual is an Active Grantee) (A) who has previously made an Initial Deferral Election or aRegular Deferral Election to receive a distribution of part or all of his or her Account, or (B) who,pursuant to this Paragraph 8(d)(i) has made a Subsequent Deferral Election to defer the distributiondate for Shares issuable with respect to Restricted Stock Units for an additional period from theoriginally-elected distribution date, may elect to defer the distribution date for a minimum of five anda maximum of ten additional years from the previously-elected distribution date, by filing aSubsequent Deferral Election with the Committee on or before the close of business at least one yearbefore the date on which the distribution would otherwise be made. The number of SubsequentDeferral Elections under this Paragraph 8(d)(i) shall not be limited. Notwithstanding the foregoing,except as otherwise provided by the Committee, an Active Grantee who returns to service with aParticipating Company following a termination of service may not make a Subsequent DeferralElection with respect to amounts subject to an Initial Deferral Election or a Subsequent DeferralElection that was filed with the Committee before such return to service.(ii)A Deceased Grantee’s Successor-in-Interest may elect to file a Subsequent Deferral Election to deferthe distribution date for the Deceased Grantee’s Shares issuable with respect to Restricted Stock Unitsfor five additional years from the date payment would otherwise be made. A Subsequent DeferralElection must be filed with the Committee at least one year before the date on which the distributionwould otherwise be made, as reflected on the Deceased Grantee’s last Election.(iii)A Retired Grantee may elect to defer the distribution date of the Retired Grantee’s Shares issuablewith respect to Restricted Stock Units for five additional years from the date payment would otherwisebe made. A Subsequent Deferral Election must be filed with the Committee at least one year beforethe date on which the distribution would otherwise be made, as reflected on the Retired Grantee’s lastElection.(e)Discretion to Provide for Distribution in Full Upon or Following a Change in Control. To the extentpermitted by Section 409A, in connection with a Change in Control, and for the 12-month period following a Change inControl, the Committee may exercise its discretion to terminate the deferral provisions of the Plan and, notwithstanding anyother provision of the Plan or the terms of any Initial Deferral Election, Regular Deferral Election or Subsequent DeferralElection, distribute the Account of each Grantee in full and thereby effect the revocation of any outstanding Initial DeferralElections, Regular Deferral Election or Subsequent Deferral Elections.(f)Hardship. Notwithstanding the terms of an Initial Deferral Election, Regular Deferral Election orSubsequent Deferral Election, if, at the Grantee’s request, the Committee determines that the Grantee has incurred aHardship, the Committee may, in its discretion, authorize the immediate distribution of all or any portion of the Grantee’sAccount.(g)Other Acceleration Events. To the extent permitted by Section 409A, notwithstanding the terms of anInitial Deferral Election, Regular Deferral Election or Subsequent Deferral Election, distribution of all or part of a Grantee’sAccount may be made:(i)To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) to the extentpermitted 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 providedin 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, tothe extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any successor provision oflaw).(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 theordinary course of the service relationship between the Grantee and the Participating Company, to theextent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision oflaw).(vii)In connection with a bona fide dispute as to a Grantee’s right to payment, to the extent permitted byTreasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of law).(h)Book Accounts. An Account shall be established for each Grantee who makes an Election. Deferred StockUnits shall be credited to the Account as of the date an Election becomes effective. Each Deferred Stock Unit will represent ahypothetical share of Common Stock credited to the Account in lieu of delivery of the Shares to which the Election applies.To the extent an Account is deemed invested in an Other Investment Fund, the Committee shall credit income, gains, andlosses on the same basis as if the Account were directly invested in such Other Investment Fund. To the extent an Account isdeemed invested in the Income Fund, the Committee shall credit earnings with respect to such Account at the ApplicableInterest Rate, as further provided in Paragraph 8(k).(i)Plan-to-Plan Transfers. The Committee may delegate its authority to arrange for plan-to-plan transfers asdescribed in this Paragraph 8(i) to an officer of the Company or committee of two or more officers of the Company.(i)The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate totransfer the Company’s obligation to pay benefits with respect to such Grantee which have not becomepayable under this Plan, to another employer, whether through a deferred compensation plan, programor arrangement sponsored by such other employer or otherwise, or to another deferred compensationplan, program or arrangement sponsored by the Company or an Affiliate. Following the completion ofsuch transfer, with respect to the benefit transferred, the Grantee shall have no further right to paymentunder this Plan.(ii)The Committee may, with a Grantee’s consent, make such arrangements as it may deem appropriate toassume another employer’s obligation to pay benefits with respect to such Grantee which have notbecome payable under the deferred compensation plan, program or arrangement under which suchfuture right to payment arose, to the Plan, or to assume a future payment obligation of the Company oran 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 shallestablish an Account for such Grantee, and the Account shall be subject to the rules of this Plan, as ineffect from time to time.(j)Crediting of Income, Gains, and Losses on Accounts.(i)In General. Except as otherwise provided in this Paragraph 8(j) or Paragraph 8(k), the value of aGrantee’s Account as of any date shall be determined as if it were invested in the Company StockFund.(ii)Credits to Other Investment Funds.(A)Post-Termination Elections. To the extent credited to the Income Fund, the Accounts of Non-Employee Directors and Section 16 Officers whose Subsequent Deferral Elections are madeafter their termination of service shall be credited to an Other Investment Fund. The Committeemay designate the specific Other Investment Fund or Funds to which the Account of anyindividual who has terminated service to the Company shall be invested.(B)High Balance Participants. If a Grantee’s Income Fund exceeds the Income Fund Limit as ofthe last day of a Plan Year, the excess of (x) the amount credited to the Grantee’s Income Fundover (y) the Income Fund Limit shall be deemed transferred to an Other Investment Fund as ofsuch last day of such Plan Year.(C)Section 16 Officers. Pursuant to rules established by the Committee or its delegate, a Section16 Officer may elect to (x) transfer amounts credited to their Accounts that were previouslysubject to a Diversification Election and that are deemed to be invested in the Income Fund toan Other Investment Fund, or (y) transfer amounts credited to their Accounts that werepreviously subject to a Diversification Election and that are deemed to be invested in an OtherInvestment Fund to the Income Fund to the extent that immediately after such transfer, theamount credited to such Section 16 Officer’s Income Fund does not exceed the Income FundLimit.(D)Subsequent Deferral Elections. Amounts subject to a Subsequent Deferral Election that takeseffect while a Grantee’s Income Fund exceeds the Income Fund Limit shall be deemedinvested in an Other Investment Fund.(iii)Protocol for Deemed Transfers between Income Fund and an Other Investment Fund. As provided inArticle 8, the timing of distributions of amounts credited to a Grantee’s Account is establishedpursuant 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 theIncome Fund to Other Investment Funds as a result of the application of the Income Fund Limit orpursuant to elective transfers described in Paragraph 8(j)(ii)(C), and amounts deemed transferred froman Other Investment Fund to the Income Fund pursuant to elective transfers described in Paragraph8(j)(ii)(C) shall be sourced and allocated on a uniform and consistent basis as determined by theCommittee, provided that amounts transferred among Funds, and any income, gains, or losses creditedwith respect to such transferred amounts, shall continue to be subject to the distribution timing andmanner of distribution election to which such amounts were subject immediately before the deemedtransfer, and provided further than noamounts shall be deemed transferred to or from the Income Fund under the 2002 DeferredCompensation Plan.(k)Diversification Elections. This Paragraph 8(k) shall not apply to elective transfers described in Paragraph8(j)(ii)(C) of amounts that were previously subject to a Diversification Election. (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 filedunder 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 tomake such a Special Diversification Election has been approved by the Committee or itsdelegate.(B)No approval is required for a Diversification Election other than a Special DiversificationElection.(ii)Committee Approval of Special Diversification Elections. The opportunity to make a SpecialDiversification Election and the extent to which a Special Diversification Election applies to DeferredStock Units credited to the Company Stock Fund may be approved or rejected by the Committee or itsdelegate in its sole discretion. A Special Diversification Election shall only be effective if (and to theextent) approved by the Committee or its delegate.(iii)Timing and Manner of Making Diversification Elections. Each Grantee and, in the case of a DeceasedGrantee, 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 StockUnits attributable to such Award credited to the Company Stock Fund to the Income Fund. Except asotherwise provided in Paragraph 8(j)(ii), no deemed transfers shall be permitted from the Income Fundto the Company Stock Fund. Diversification Elections under this Paragraph 8(k)(iii) shall beprospectively effective on the later of: (A) the date designated by the Grantee on a DiversificationElection filed with the Committee; or (B) the business day next following the lapse of six months fromthe date Deferred Stock Units subject to the Diversification Election are credited to the Grantee’sAccount. In no event may a Diversification Election be effective earlier than the business day nextfollowing the lapse of six (6) months from the date Deferred Stock Units are credited to the Accountfollowing the lapse of restrictions with respect to an Award.(iv)Interfund Transfers and Timing of Credits. Account balances subject to a Diversification Electionunder this Paragraph 8(k) shall be deemed transferred from the Company Stock Fund to the IncomeFund or Other Investment Fund, as applicable, immediately following the effective date of suchDiversification Election. The value of amounts deemed invested in the Income Fund or OtherInvestment Fund immediately following the effective date of a Diversification Election shall be basedon hypothetical sales of Common Stock underlying the liquidated Deferred Stock Units (and, ifapplicable, hypothetical purchases of shares of Other Investment Funds) at Fair Market Value as of theeffective date of a Diversification Election.(v)Diversification Limit. No Diversification Election or Special Diversification Election during acalendar year by an Eligible Employee shall be effective if the sum of (x) the value of the EligibleEmployee’sAccount in the 2005 Deferred Compensation Plan, plus (y) the value of the Eligible Employee’sAccount in the 2002 Deferred Compensation Plan, plus (z) the value of the Eligible Employee’sAccount 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 suchcalendar year, determined as of September 30th immediately preceding such calendar year.(l)Grantees’ Status as General Creditors. A Grantee’s right to delivery of Shares subject to an Election underthis Paragraph 8, or to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall at all timesrepresent the general obligation of the Company. The Grantee shall be a general creditor of the Company with respect to thisobligation, and shall not have a secured or preferred position with respect to such obligation. Nothing contained in the Plan oran Award shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind. Nothingcontained in the Plan or an Award shall be construed to eliminate any priority or preferred position of a Grantee in abankruptcy matter with respect to claims for wages.(m)Non-Assignability, Etc. The right of a Grantee to receive Shares subject to an Election under this Paragraph8, or to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall not be subject in anymanner to attachment or other legal process for the debts of such Grantee; and no right to receive Shares or cash paymentshereunder shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.(n)Required Suspension of Payment of Benefits. Notwithstanding any provision of the Plan or any Grantee’selection as to the date or time of payment of any benefit payable under the Plan, To the extent compliance with therequirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of anadditional tax under Section 409A to payments due to the Grantee upon or following his separation from service, thennotwithstanding any other provision of this Plan, any such payments that are otherwise due within six months following theGrantee’s separation from service will be deferred and paid to the Grantee in a lump sum immediately following that sixmonth period.9.SECURITIES LAWS; TAXES(a)Securities Laws. The Committee shall have the power to make each grant of Awards under the Plan subjectto such conditions as it deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act andthe 1934 Act, including Rule 16b-3. Such conditions may include the delivery by the Grantee of an investmentrepresentation to the Company in connection with a Vesting Date occurring with respect to Shares subject to an Award, orthe execution of an agreement by the Grantee to refrain from selling or otherwise disposing of the Shares acquired for aspecified period of time or on specified terms.(b)Taxes. Subject to the rules of Paragraph 9(c), the Company shall be entitled, if necessary or desirable, towithhold the amount of any tax, charge or assessment attributable to the grant of any Award or the occurrence of a VestingDate with respect to any Award, or distribution of all or any part of a Grantee’s Account. The Company shall not be requiredto deliver Shares pursuant to any Award or distribute a Grantee’s Account until it has been indemnified to its satisfaction forany such tax, charge or assessment.(c)Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy Tax Liability.(i)In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or thedistribution of a Grantee’s Account, or if, under the terms of an Award, a Grantee’s rights with respectto 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 the right to (A) require the Grantee to remitto the Company an amount sufficient to satisfy any federal, state and/or local withholding taxrequirements, or (B) take any action whatever that it deems necessary to protect its interests withrespect to tax liabilities. The Company’s obligation to make any delivery or transfer of Shares shall beconditioned on the Grantee’s compliance, to the Company’s satisfaction, with any withholdingrequirement.(ii)Except as otherwise provided in this Paragraph 9(c)(ii), any tax withholding obligations incurred inconnection with the grant of any Award, the occurrence of a Vesting Date under any Award under thePlan that is not subject to an Initial Deferral Election, Regular Deferral Election or SubsequentDeferral Election, or the distribution of the portion of a Grantee’s Account that is credited to theCompany Stock Fund, shall be satisfied by the Company’s withholding a portion of the Shares subjectto such Award having a Fair Market Value approximately equal to the minimum amount of taxesrequired to be withheld by the Company under applicable law, unless otherwise determined by theCommittee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit aGrantee to elect one or more of the following:(A)To the extent permitted by applicable law, to have taxes withheld in excess of the minimumamount required to be withheld by the Company under applicable law, provided that theGrantee certifies in writing to the Company at the time of such election that the Grantee ownsOther Available Shares having a Fair Market Value that is at least equal to the Fair MarketValue to be withheld by the Company in payment of withholding taxes in excess of suchminimum amount;(B)With respect to tax liabilities arising on or after January 1, 2017, to have Shares otherwisedeliverable 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 orother time of delivery of Shares, and have the cash proceeds of such redemption remitted bythe Company to the Grantee to facilitate one or more estimated tax payments to the InternalRevenue 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 thatthe Grantee owns Other Available Shares having a Fair Market Value that is at least equal tothe Fair Market Value of such Shares to be redeemed by the Company; and(C)To pay to the Company in cash all or a portion of the taxes to be withheld in connection withsuch grant, Vesting Date or Account distribution.In all cases, the Shares so withheld or redeemed by the Company, as applicable, shall have a FairMarket Value that does not exceed the amount of taxes to be withheld or remitted via estimated taxpayments minus the cash payment, if any, made by the Grantee or withheld from an Accountdistribution. Any election pursuant to this Paragraph 9(c)(ii) must be inwriting made prior to the date specified by the Committee, and in any event prior to the date theamount of tax to be withheld or paid is determined. An election pursuant to this Paragraph 9(c)(ii)may be made only by a Grantee or, in the event of the Grantee’s death, by the Grantee’s legalrepresentative. Shares withheld or redeemed, as applicable, pursuant to this Paragraph 9(c)(ii) shall notbe available for subsequent grants under the Plan. The Committee may add such other requirementsand limitations regarding elections pursuant to this Paragraph 9(c)(ii) as it deems appropriate.(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 freeof 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 resultthereof, employment tax liabilities arise, then, except to the extent the Grantee affirmatively electsotherwise as part of the Initial Deferral Election or Regular Deferral Election, the Grantee shall berequired to remit to the Company an amount sufficient to satisfy any federal, state and/or localwithholding tax requirements. As part of the Grantee’s Initial Deferral Election or Regular DeferralElection, the Grantee may elect that Shares subject to such Award be withheld by the Company to theextent necessary to pay such employment tax liabilities (on a fully grossed-up basis to cover incomeand other withholding tax liabilities that may arise in connection with such an event), notwithstandingthat such Shares may not yet have vested and become deliverable in accordance with the terms of theAward. Shares withheld pursuant to this Paragraph 9(c)(iii) shall be deemed allocated and offsetagainst the number of Restricted Stock Units that may become subject to vesting under the terms ofthe Award on a basis pro rata to the Restricted Stock Units that give rise to the employment taxliabilities. With respect to any Grantee under the Plan who is subject to the short-swing profitrecapture rules of section 16(b) of the 1934 Act, the requirement to withhold Shares pursuant to thisParagraph 9(c)(iii) is intended to permit such Grantees to obtain the benefit of section 16(b)(3)(e) ofthe 1934 Act.10.CHANGES IN CAPITALIZATIONThe aggregate number of Shares and class of Shares as to which Awards may be granted and the number of Sharescovered by each outstanding Award shall be appropriately adjusted in the event of a stock dividend, stock split,recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resultingfrom a subdivision or consolidation of the Shares and/or other outstanding equity security or a recapitalization or othercapital adjustment (not including the issuance of Shares and/or other outstanding equity securities on the conversion of othersecurities of the Company which are convertible into Shares and/or other outstanding equity securities) affecting the Shareswhich is effected without receipt of consideration by the Company. The Committee shall have authority to determine theadjustments to be made under this Paragraph 10 and any such determination by the Committee shall be final, binding andconclusive.11.TERMINATING EVENTS(a) The Committee shall give Grantees at least thirty (30) days’ notice (or, if not practicable, such shorternotice as may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. Except asotherwise provided in Paragraph 11(b), the Committee may, in its discretion, provide in such notice that upon theconsummation of such Terminating Event, any conditions to the occurrence of a Vesting Date with respect to an Award ofRestricted Stock or Restricted Stock Units (other than Restricted Stock or Restricted Stock Units that have previously beenforfeited) shall be eliminated, in full or in part. Further, the Committee may, in its discretion, provide in such notice thatnotwithstanding any other provision of the Plan or the terms of any Election made pursuant to Paragraph 8, upon theconsummation of a Terminating Event, Shares issuable with respect to Restricted Stock or Restricted Stock Units subject toan Election made pursuant to Paragraph 8 shall be transferred to the Grantee, and all amounts credited to the Income Fundshall be paid to the Grantee.(b) No amounts subject to an Award under the Plan that constitute “deferred compensation” (as defined inSection 409A) shall be subject to distribution before the scheduled vesting date for such distribution in connection with aChange in Control unless such Change in Control constitutes a change in the ownership or effective control of the Company,or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code),except to the extent that earlier distribution would not result in any obligation to pay interest or additional tax under Section409A.12.CLAIMS PROCEDUREIf an individual (hereinafter referred to as the “Applicant,” which reference shall include the legal representative, ifany, of the individual) does not receive timely payment of benefits to which the Applicant believes he is entitled underParagraph 8 of the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided.An Applicant may file a claim for benefits with the Committee on a form supplied by the Committee. If theCommittee wholly or partially denies a claim, the Committee shall provide the Applicant with a written notice stating:(a)The specific reason or reasons for the denial;(b)Specific reference to pertinent Plan provisions on which the denial is based;(c)A description of any additional material or information necessary for Applicant to perfect the claim and anexplanation of why such material or information is necessary; and(d)Appropriate information as to the steps to be taken in order to submit a claim for review.Written notice of a denial of a claim shall be provided within 90 days of the receipt of the claim, provided that ifspecial circumstances require an extension of time for processing the claim, the Committee may notify the Applicant inwriting that an additional period of up to 90 days will be required to process the claim.If the Applicant’s claim is denied, the Applicant shall have 60 days from the date of receipt of written notice of thedenial of the claim to request a review of the denial of the claim by the Committee. Request for review of the denial of aclaim must be submitted in writing. The Applicant shall have the right to review pertinent documents and submit issues andcomments to the Committee in writing. The Committee shall provide a written decision within 60 days of its receipt of theApplicant’s request for review, provided that if special circumstances require an extension of time for processing the reviewof the Applicant’s claim, the Committee may notify theApplicant in writing that an additional period of up to 60 days shall be required to process the Applicant’s request for review.It is intended that the claims procedures of this Plan be administered in accordance with the claims procedureregulations of the Department of Labor set forth in 29 CFR § 2560.503-1.Claims for benefits under the Plan must be filed with the Committee at the following address:Comcast CorporationOne Comcast Center, 52nd Floor1701 John F. Kennedy BoulevardPhiladelphia, PA 19103-2838Attention: General Counsel13.REPAYMENTIf it is determined by the Board that gross negligence, intentional misconduct or fraud by a Section 16 Officer or aformer Section 16 Officer caused or partially caused the Company to have to restate all or a portion of its financialstatements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its solejudgment that it is in the best interests of the Company to do so, require repayment of any Shares of Restricted Stock grantedafter February 28, 2007 or Shares delivered pursuant to the vesting of Restricted Stock Units granted after February 28, 2007to such Section 16 Officer or former Section 16 Officer, or to effect the cancellation of unvested Restricted Stock or unvestedRestricted Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement offinancial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of theAward would have been less had the financial statements been correct. In addition, to the extent that the receipt of an Awardsubject to repayment under this Paragraph 13 has been deferred pursuant to Paragraph 8 (or any other plan, program orarrangement that permits the deferral of receipt of an Award), such Award (and any earnings credited with respect thereto)shall be forfeited in lieu of repayment.14.AMENDMENT AND TERMINATIONThe Plan may be terminated by the Board at any time. The Plan may be amended by the Board or the Committee atany time. No Award shall be affected by any such termination or amendment without the written consent of the Grantee.15.InterpretationThe Committee shall have the power to interpret the Plan’s provisions, prescribe, amend and rescind rules andregulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. Alldeterminations by the Committee shall be final, conclusive and binding on all Persons, including Grantees and theirbeneficiaries.16. TERM OF PLANThe Plan shall expire on May 19, 2026, unless sooner terminated by the Board.17. GOVERNING LAWThe Plan and all determinations made and actions taken pursuant to the Plan shall be governed in accordance withPennsylvania law.Executed on the 10th day of December, 2019.COMCAST CORPORATIONBY: /s/ David L. Cohen ATTEST: /s/ Thomas J. Reid Exhibit 10.16COMCAST CORPORATION2002 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN(As Amended And Restated, Effective December 11, 2019)1. BACKGROUND AND PURPOSECOMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the ComcastCorporation 2002 Non-Employee Director Compensation Plan, effective December 10, 2019, except as otherwise specificallyprovided herein. The purpose of the Plan is to provide Non-Employee Directors of COMCAST CORPORATION (the “Company”)with compensation for services to the Company.2.DEFINITIONS (a) “Annual Retainer” means the amount payable for service as a Non-Employee Director for a calendar year, as a memberof the Board, and as a member of one or more Committees as determined under Paragraph 3(a) of the Plan. (b) “Board” means the Board of Directors of the Company. (c) “Board Meeting” means a meeting of the Board, whether in person or by telephone. (d) “Committee” means a duly-constituted committee of the Board. (e) “Committee Meeting” means a meeting of a Committee, whether in person or by telephone, other than a meeting ofa Committee that is convened and held during a Board Meeting. (f) “Company” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger,consolidation, acquisition of all or substantially all the assets thereof, or otherwise. (g) “Deferred Compensation Plan” means the Comcast Corporation 2005 Deferred Compensation Plan, as amended fromtime to time, or such other more recently-adopted plan pursuant to which a Non-Employee Director may elect to defer the receipt ofcompensation for service as a Non-Employee Director.(h) “Director Emeritus” means an individual designated by the Board, in its sole discretion, as DirectorEmeritus, pursuant to the Board’s Director Emeritus Policy.(i) “Fair Market Value” means: (i) If Shares are listed on a stock exchange, Fair Market Value shall be determined based on the last reported saleprice of a Share on the principal exchange on which Shares are listed on the date of determination, or if such date is not a tradingday, the next trading date. (ii) If Shares are not so listed, but trades of Shares are reported on the Nasdaq National Market, Fair Market Valueshall 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 are not so listed nor trades of Shares so reported, Fair Market Value shall be determined by theCommittee in good faith. (j) “Non-Employee Director” means an individual who is a member of the Board, and who is not an employee of theCompany, including an individual who is a member of the Board and who previously was an employee of the Company. (k) “Plan” means the Comcast Corporation 2002 Non-Employee Director Compensation Plan, as set forth herein, andas amended from time to time. (l) “Plan Year” means the calendar year.(m) “Restricted Stock Plan” means the Comcast Corporation 2002 Restricted Stock Plan (or such other morerecently-adopted generally applicable plan pursuant to which the Company grants restricted stock or restricted stock units).(n) “Restricted Stock Unit” means a Restricted Stock Unit granted under the Restricted Stock Plan. (o) “Share” means a share of Comcast Corporation Class A Common Stock, par value $0.01.3. NON-EMPLOYEE DIRECTOR COMPENSATION(a) Non-Employee Director Compensation Package. Effective January 1, 2018, Non-Employee Directorsshall be entitled to payments, grants and awards determined as follows: (i) Annual Retainer. The Annual Retainer for service to the Company as a Non-Employee Director shall be$110,000.(ii) Board Meeting Fee ; Committee Meeting Fee; Other Assignments. No fee shall be payable forattendance in person or via telephone at a Board Meeting or Committee Meeting. A fee of $2,500 shall be paid when a member ofthe Board attends a meeting (other than a Board Meeting or Committee Meeting) or conducts business on behalf of the Company inhis or her capacity as a Director.(iii) Annual Retainer: Chair - Audit Committee. The Annual Retainer for service as Chair of theAudit Committee shall be $40,000 (iv) Annual Retainer: Member - Audit Committee. The Annual Retainer for service as a member ofthe Audit Committee shall be $15,000.(v) Annual Retainer: Chair - Compensation Committee. The Annual Retainer for service as Chair ofthe Compensation Committee shall be $40,000. (vi) Annual Retainer: Member - Compensation Committee. The Annual Retainer for service as a member of theCompensation Committee shall be $15,000. (vii) Annual Retainer: Chair -- Governance and Directors Nominating Committee. The Annual Retainer for service asChair of the Governance and Directors Nominating Committee shall be $20,000.(viii) Annual Retainer: Member -Governance and Directors Nominating Committee. The AnnualRetainer for service as a member of the Governance and Directors Nominating Committee shall be $12,500.(ix) Annual Retainer: Chair - Any Committee of the Board other than the Audit Committee, theCompensation Committee or the Governance and Directors Nominating Committee. The Annual Retainer for service as the Chair ofany committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and DirectorsNominating Committee shall be $10,000.(x) Annual Retainer: Member - Any Committee of the Board other than the Audit Committee, theCompensation Committee or the Governance and Directors Nominating Committee. The Annual Retainer for service as a member ofany committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and DirectorsNominating Committee shall be $7,500. (xi) Stock Grants. Except as otherwise specifically provided below, this Paragraph 3(a)(xi) shall apply as ofNovember 20 each Plan Year beginning after 2019. (A) The Board shall grant Restricted Stock Units for Shares having a Fair Market Value on thedate of grant of $195,000, rounded, if necessary, to the next higher whole Share, provided that with respect to each individual whofirst becomes a Non-Employee Director on or after January 1, 2020, the Board shall grant Restricted Stock Units for Sharesdetermined as follows:Date of Commencement of Service as a Non-Employee DirectorNumber of Shares Subject to Grant of Restricted Stock UnitsAfter November 20 of a Plan Year and before the next following February20Shares having a Fair Market Value on the date of grant of $195,000On or after February 20 of a Plan Year and before the next following May20Shares having a Fair Market Value on the date of grant of $146,250On or after May 20 of a Plan Year and before the next following August 20Shares having a Fair Market Value on the date of grant of $97,500On or after August 20 of a Plan Year and before the next followingNovember 20Shares having a Fair Market Value on the date of grant of $48,750Each Restricted Stock Unit shall (1) be fully and immediately vested on the date of grant, and (2) bear such other terms andconditions as shall be determined by the Board in its discretion. (B) In the event that Shares are changed into or exchanged for a different number or kind of shares of stockor other securities of the Company, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stocksplit-up or other substitution of securities of the Company, the number and class of shares of stock subject to the grant of RestrictedStock Units under the Plan shall be adjusted consistent with the adjustment made pursuant to the Restricted Stock Plan, and suchadjustment shall be effective and binding for all purposes of this Plan. (b) Payment Practices. Payments, grants and awards described in Paragraph 3(a) of the Plan shall be subject to thefollowing payment practices:(i) Except to the extent deferred under the Deferred Compensation Plan, Annual Retainer paymentsdescribed in Paragraphs 3(a)(i), 3(a)(iii), 3(a)(iv), 3(a)(v), 3(a)(vi), 3(a)(vii), 3(a)(viii), 3(a)(ix) and 3(a)(x) are payable as soon asreasonably practicable following the close of each calendar quarter, in arrears. Payments shall be pro-rated for partial years ofservice as a Non-Employee Director or on a Committee of the Board, so that a Non-Employee Director shall be entitled to one-quarter of each Annual Retainer payment referenced in this Paragraph 3(b)(i) for each calendar quarter within which such Non-Employee Director has one or more days of service as a Non-Employee Director or as a member of a Committee of the Board, asapplicable. (ii) A Non-Employee Director may elect to receive up to 50% of the Annual Retainer amount described in Paragraph3(a)(i) in the form of Shares issuable pursuant to a grant of fully-vested Restricted Stock Units under the Restricted Stock Plan. Thenumber of Shares payable to a Non-Employee Director shall be determined based on the closing price of Shares on the last businessday of each calendar quarter and rounded, if necessary, to the next higher whole Share. (c) Special Rules and Payment Practices for Director Emeritus Compensation. (i) Except as otherwise provided in Paragraph 3(c)(ii) and Paragraph 3(c)(iii), for the duration of an individual’s serviceto the Company as a Director Emeritus, the Director Emeritus such shall be entitled to compensation on the same basis as a Non-Employee Director as described in Paragraph 3(a) and subject to the same payment practices as apply to a Non-Employee Directoras described in Paragraph 3(b). (ii) Paragraph 3(b)(iii), relating to a Non-Employee Director’s elect to receive up to 50% of the Annual Retainer amountdescribed in Paragraph 3(a)(i) in the form of Shares, shall not apply to a Director Emeritus. All Annual Retainer payments to aDirector Emeritus shall be in the form of cash. (iii) This Paragraph 3(c)(iii) shall apply to a Director Emeritus in lieu of the Stock Grant provisions of Paragraph 3(a)(xiii). On November 20, 2020 and each anniversary thereof (or the next following business day if November 20th is not a businessday) during which the Director Emeritus is serving as such, the Company shall pay each Director Emeritus a single cash lump sumof $195,000.4. ADMINISTRATION OF THE PLANThe Plan shall be administered by the Board. Subject to the express terms and conditions set forth in the Plan, theBoard shall have the power, from time to time, to interpret the Plan’s provisions, prescribe, amend and rescind rules and regulationsfor the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of theBoard in all matters as stated above shall be conclusive.5. TAXESThe Company shall withhold the amount of any federal, state, local or other tax, charge or assessment attributable tothe grant of any Award or lapse of restrictions under any Award as it may deem necessary or appropriate, in its sole discretion.6. AMENDMENT AND TERMINATIONThe Plan may be amended or terminated by the Board at any time. No accrued right to payment as determined underParagraph 3 shall be affected by any such termination or amendment without the written consent of the affected Non-EmployeeDirector.7. EFFECTIVE DATEThe effective date of this amendment and restatement of the Plan is December 10, 2019. The original effective dateof the Plan is November 18, 2002.8. GOVERNING LAWThe Plan and all determinations made and actions taken pursuant to the Plan shall be governed in accordance withPennsylvania law.COMCAST CORPORATION BY: /s/ David L. Cohen ATTEST: /s/ Thomas J. ReidSCHEDULE ICOMCAST CORPORATIONNON-EMPLOYEE DIRECTOR COMPENSATIONEFFECTIVE AS OF DECEMBER 10, 2019Director Annual Retainer$110,000, subject to election to receive up to half in the form ofComcast Corporation Class A Common StockBoard Meeting FeeNone1 Audit Committee Annual Retainer - Chair$40,000Compensation Committee Annual Retainer - Chair$40,000Governance and Directors Nominating Committee AnnualRetainer - Chair$20,000Other Committee Annual Retainer - Chair$10,000Audit Committee Annual Retainer - Member$15,000Compensation Committee Annual Retainer - Member$15,000Governance and Directors Nominating Committee AnnualRetainer - Member$12,500Other Committee Annual Retainer - Member$7,500Annual Restricted Stock Unit GrantShares having a Fair Market Value on the date of grant of$195,000 _____________________1 A fee of $2,500 shall be paid when a member of the Board attends a meeting (other than a Board meeting) or conducts business on behalf of the Company in his or her capacity asa Director.Exhibit 10.20AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTThis AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is entered as of 5:00 p.m. on the16th day of December, 2019, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the“Company”), and BRIAN L. ROBERTS (“Employee”).BACKGROUNDThe Company and Employee entered into an Employment Agreement (the “Agreement”) dated as of July 26, 2017, anddesire to further amend the Agreement as provided herein.AGREEMENTIntending to be legally bound hereby, the Company and Employee agree as follows:1.Subparagraph 5(b) of the Agreement is hereby deleted in its entirety.2.Clause (D) of subparagraph 11(b)(i) of the Agreement (and the word “and” immediately preceding clause (D)) arehereby deleted in their entirety, and the word “and” shall be inserted before “(C)” in such subparagraph.3.Clause (B) of subparagraph 11(b)(ii) of the Agreement is hereby deleted in its entirety, including the reference to “and(B)” in the last sentence of such subparagraph, and clause (C) of such subparagraph shall become a new clause (B).4.Clause (A)(1) of subparagraph 11(d)(ii) of the Agreement is hereby amended and restated to read in its entirety asfollows: “(1) for the period through the date on which the Term would have expired, without any further automaticextensions, had no termination occurred on the Date of Termination (the “End Date”), on a monthly basis, Employee’sBase Salary at the highest annual rate in effect at any time during the Term;”.5.Clause (B) of subparagraph 11(d)(ii) of the Agreement is hereby deleted in its entirety, and clause (C) of suchsubparagraph shall become a new clause (B) and the word “and” shall be inserted before the new clause (B).6.Other than as amended hereby, the Agreement remains in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 as of the date first-abovewritten.COMCAST CORPORATIONBy: /s/ Thomas J. Reid EMPLOYEE:/s/ Brian L. Roberts Brian L. RobertsExhibit 10.24AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTThis AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (“Amendment No. 4”) is entered as of the 16th day ofDecember, 2019, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the“Company”), and STEPHEN B. BURKE (“Employee”).BACKGROUNDThe Company and Employee entered into an Employment Agreement (the “Original Agreement”) December 16, 2009, asamended by Amendment No. 1 to Employment Agreement, Amendment No. 2 to Employment Agreement, and Amendment No. 3to Employment Agreement (collectively with the Original Agreement, the “Agreement”), and desire to further amend theAgreement as provided herein.AGREEMENTIntending to be legally bound hereby, the Company and Employee agree as follows:1.Subparagraph 3(e)(ii) of the Agreement is hereby deleted in its entirety.2.Other than as amended hereby, the Agreement remains in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 4 as of the date first-abovewritten. COMCAST CORPORATIONBy: /s/ Thomas J. Reid EMPLOYEE:/s/ Stephen B. Burke Stephen B. BurkeExhibit 10.26AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTThis AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is entered as of the 16th dayof December, 2019, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the“Company”), and DAVID L. COHEN (“Employee”).BACKGROUNDThe Company and Employee entered into an Employment Agreement (the “Agreement”) dated as of October 23, 2015, anddesire to further amend the Agreement as provided herein.AGREEMENTIntending to be legally bound hereby, the Company and Employee agree as follows:1.Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.2.Other than as amended hereby, the Agreement remains in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 as of the date first-abovewritten.COMCAST CORPORATIONBy: /s/ Thomas J. Reid EMPLOYEE:/s/ David L. Cohen David L. CohenExhibit 10.29AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTThis AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is entered as of the 16th day ofDecember, 2019, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the“Company”), and MICHAEL J. CAVANAGH (“Employee”).BACKGROUNDThe Company and Employee entered into an Employment Agreement (the “Agreement”) dated as of December 21, 2018,and desire to further amend the Agreement as provided herein.AGREEMENTIntending to be legally bound hereby, the Company and Employee agree as follows:1.Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.2.Other than as amended hereby, the Agreement remains in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 as of the date first-abovewritten.COMCAST CORPORATIONBy: /s/ Thomas J. Reid EMPLOYEE:/s/ Michael J. Cavanagh Michael J. CavanaghExhibit 10.31AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTThis AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is entered as of the 16th day ofDecember, 2019, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the“Company”), and DAVID N. WATSON (“Employee”).BACKGROUNDThe Company and Employee entered into an Employment Agreement (the “Agreement”) dated as of April 2, 2018, anddesire to further amend the Agreement as provided herein.AGREEMENTIntending to be legally bound hereby, the Company and Employee agree as follows:1.Subparagraph 3(d)(ii) of the Agreement is hereby deleted in its entirety.2.Other than as amended hereby, the Agreement remains in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 as of the date first-abovewritten.COMCAST CORPORATIONBy: /s/ Thomas J. Reid EMPLOYEE:/s/ David N. Watson David N. WatsonLegal NameState/Country ofOrganizationBravo Media LLCNYCentaur Funding CorporationCayman IslandsCNBC LLCDEComcast ABB Note Consolidation, Inc.DEComcast Bidco Holdings LimitedUnited KingdomComcast Bidco LimitedUnited KingdomComcast Business Communications, LLCPAComcast Cable Communications Management, LLCDEComcast Cable Communications, LLCDEComcast Holdings CorporationPAComcast Hulu Holdings, LLCDEComcast Interactive Media, LLCDEComcast IP Phone, LLCPAComcast MO Investments, LLCDEComcast of Arkansas/Louisiana/Minnesota/Mississippi/Tennessee, LLCDEComcast of Baltimore City, LLCCOComcast of Boston, Inc.NYComcast of California II, LLCDEComcast of California III, Inc.PAComcast of California IX, Inc.PAComcast of California/Colorado, LLCDEComcast of California/Colorado/Florida/Oregon, Inc.PAComcast of California/Colorado/Illinois/Indiana/Michigan, LLCDEComcast of California/Maryland/Pennsylvania/Virginia/West Virginia, LLCDEComcast of California/Massachusetts/Michigan/Utah, LLCDEComcast of Chicago, Inc.ILComcast of Colorado IX, LLCDEComcast of Colorado/Pennsylvania/West Virginia, LLCDEComcast of Connecticut, Inc.OKComcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/NorthCarolina/Virginia/Vermont, LLCDEComcast of Delmarva, LLCDEComcast of Florida/Michigan/New Mexico/Pennsylvania/Washington, LLCCOComcast of Garden State, L.P.DEComcast of Georgia/Illinois/Michigan, LLCFLComcast of Georgia/South Carolina, LLCCOComcast of Houston, LLCDEComcast of Illinois VI, LLCDEComcast of Illinois XI, LLCDEComcast of Illinois/Indiana/Ohio, LLCDEComcast of Illinois/West Virginia, LLCDEComcast of Maine/New Hampshire, Inc.NHComcast of Maryland Limited PartnershipMDComcast of Maryland, LLCCOComcast of Massachusetts II, Inc.DEComcast of Massachusetts III, Inc.DEComcast of Minnesota, Inc.PAComcast of Minnesota/Wisconsin, Inc.PAComcast of New Jersey II, LLCDEComcast of Oregon II, Inc.ORComcast of Philadelphia II, LLCDEComcast of Potomac, LLCDEComcast of South Jersey, LLCDEComcast of Southeast Pennsylvania, LLCDEComcast of the SouthCOComcast of Utah II, Inc.PAComcast OTR1, LLCDEComcast Ventures, LPDEE! Entertainment Television, LLCDEMSNBC Cable L.L.C.DENBC Olympics LLCDENBC Sports Network, L.P.DENBC West, LLCDENBCU New Site Holdings LLCDENBCUniversal Enterprise, Inc.DENBCUniversal Media, LLCDENBCUniversal Shared Services, LLCDENBCUniversal, LLCDEPacific Regional Programming PartnersNYSky CP LimitedUnited KingdomSky Deutschland Fernsehen GmbH & Co. KGGermanySky German Holdings GmbHGermanySky International Operations LimitedUnited KingdomSky Italia S.r.l.ItalySky Italian Holdings S.p.A.ItalySky LimitedUnited KingdomSky Subscribers Services LimitedUnited KingdomSky Telecommunications Services LimitedUnited KingdomSky UK LimitedUnited KingdomTelemundo Network Group LLCDETGC, LLCDEUniversal City Development Partners, Ltd.FLUniversal City Studios LLCDEUniversal City Studios Productions LLLPDEUniversal Content Productions LLCDEUniversal Film Exchanges LLCDEUniversal Studios International B.V.The NetherlandsUniversal Studios LimitedUnited KingdomUniversal Studios LLCDEUniversal Television LLCNYUniversal Television NetworksNYUSJ LLCJapanExhibit 23.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-101295, 333-104385, 333-121082, 333-123059, 333-130844, 333-130845, 333-130847, 333-150976, 333-161468, 333-174416, 333-174417, 333-179638, 333-183008, 333-193903, 333-210085, 333-212716, 333-224455, 333-224456 and 333-232416) and Form S-3 (No. 333-232941) of our reports dated January 30, 2020, relating to the consolidated financial statements and theconsolidated financial statement schedule of Comcast Corporation, and the effectiveness of Comcast Corporation's internal control over financial reporting,appearing in this Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2019. /S/ DELOITTE & TOUCHE LLPPhiladelphia, PennsylvaniaJanuary 30, 2020Exhibit 23.2Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-177681 and 333-215522) and Form S-3 (No. 333-232941-02) ofour reports dated January 30, 2020, relating to the consolidated financial statements and consolidated financial statement schedule of NBCUniversal Media, LLCappearing in this Annual Report on Form 10-K of NBCUniversal Media, LLC for the year ended December 31, 2019./S/ DELOITTE & TOUCHE LLPNew York, New YorkJanuary 30, 2020Exhibit 31.1CERTIFICATIONSI, Brian L. Roberts, certify that:1.I have reviewed this Annual Report on Form 10-K of ComcastCorporation;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: January 30, 2020/s/ BRIAN L. ROBERTSName: Brian L. RobertsTitle: Chief Executive OfficerI, Michael J. Cavanagh, certify that:1.I have reviewed this Annual Report on Form 10-K of ComcastCorporation;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: January 30, 2020/s/ MICHAEL J. CAVANAGHName: Michael J. CavanaghTitle: Chief Financial OfficerExhibit 31.2CERTIFICATIONSI, Brian L. Roberts, certify that:1.I have reviewed this Annual Report on Form 10-K of NBCUniversal Media,LLC;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: January 30, 2020/s/ BRIAN L. ROBERTSName: Brian L. RobertsTitle: Principal Executive OfficerI, Michael J. Cavanagh, certify that:1.I have reviewed this Annual Report on Form 10-K of NBCUniversal Media,LLC;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: January 30, 2020/s/ MICHAEL J. CAVANAGHName: Michael J. CavanaghTitle: Principal Financial OfficerExhibit 32.1CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACTJanuary 30, 2020Securities and Exchange Commission100 F Street, N.E.Washington, D.C. 20549Ladies and Gentlemen:The certification set forth below is being submitted in connection with the Annual Report on Form 10-K of Comcast Corporation (the “Report”) for the purpose ofcomplying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of theUnited States Code.Brian L. Roberts, the Chief Executive Officer and Michael J. Cavanagh, the Chief Financial Officer of Comcast Corporation, each certifies that, to the best of hisknowledge:1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act;and2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ComcastCorporation./s/ BRIAN L. ROBERTSName: Brian L. RobertsTitle: Chief Executive Officer/s/ MICHAEL J. CAVANAGHName: Michael J. CavanaghTitle: Chief Financial OfficerExhibit 32.2CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACTJanuary 30, 2020Securities and Exchange Commission100 F Street, N.E.Washington, D.C. 20549Ladies and Gentlemen:The certification set forth below is being submitted in connection with the Annual Report on Form 10-K of NBCUniversal Media, LLC (the “Report”) for thepurpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title18 of the United States Code.Brian L. Roberts, the Principal Executive Officer and Michael J. Cavanagh, the Principal Financial Officer of NBCUniversal Media, LLC, each certifies that, to thebest of his knowledge:1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act;and2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NBCUniversal Media,LLC./s/ BRIAN L. ROBERTSName: Brian L. RobertsTitle: Principal Executive Officer/s/ MICHAEL J. CAVANAGHName: Michael J. CavanaghTitle: Principal Financial Officer

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