UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM to
Commission File Number
001-32871
Registrant; State of Incorporation; Address and
Telephone Number
COMCAST CORPORATION
I.R.S. Employer Identification No.
27-0000798
Pennsylvania
One Comcast Center
Philadelphia, PA 19103-2838
(215) 286-1700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading symbol(s)
Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value
0.000% Notes due 2026
0.250% Notes due 2027
1.500% Notes due 2029
0.250% Notes due 2029
0.750% Notes due 2032
1.875% Notes due 2036
1.250% Notes due 2040
5.50% Notes due 2029
2.0% Exchangeable Subordinated Debentures due 2029
CMCSA
CMCS26
CMCS27
CMCS29
CMCS29A
CMCS32
CMCS36
CMCS40
CCGBP29
CCZ
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
New York Stock Exchange
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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. 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 for
such 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. 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 (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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. See definition
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large 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 accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2022, the aggregate market value of the Comcast Corporation common stock held by non-affiliates of the registrant was $171.716 billion.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of January 15, 2023, there were 4,206,611,953 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.
Comcast Corporation – Part III – The registrant’s definitive Proxy Statement for its annual meeting of shareholders.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
Comcast Corporation
2022 Annual Report on Form 10-K
Table of Contents
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
Signatures
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Comcast Corporation Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
1
24
32
32
33
33
34
35
36
61
63
97
97
97
97
98
98
99
99
99
100
103
104
Explanatory Note
This Annual Report on Form 10-K is for the year ended December 31, 2022. This Annual Report on Form 10-K modifies and supersedes documents filed
before it. The U.S Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that
we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part
of this Annual Report on Form 10-K. In addition, information that we file with the SEC in the future will automatically update and supersede information
contained in this Annual Report on Form 10-K.
Table of Contents
Unless indicated otherwise, throughout this Annual Report on Form 10-K, we refer to Comcast and its consolidated subsidiaries, as “Comcast,” “we,” “us”
and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast
Holdings;” NBCUniversal Media, LLC and its consolidated subsidiaries as “NBCUniversal;” and Sky Limited and its consolidated subsidiaries as “Sky.”
This Annual Report on Form 10-K contains trademarks, service marks and trade names owned by us, as well as those owned by others.
Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may
exist due to rounding.
Table of Contents
Part I
Item 1: Business
We are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We were incorporated under the
laws of Pennsylvania in December 2001. Through our predecessors, we have developed, managed and operated cable systems since 1963. Through
transactions in 2011 and 2013, we acquired NBCUniversal, and in 2018, we acquired Sky.
We present our operations in five reportable business segments: (1) Comcast Cable in one reportable business segment, referred to as Cable
Communications; (2) NBCUniversal in three reportable business segments: Media, Studios and Theme Parks (collectively, the “NBCUniversal segments”);
and (3) Sky in one reportable business segment.
2022 Consolidated Operating Results
(a)
Revenue
Adjusted EBITDA
(a) Charts exclude the results of NBCUniversal Headquarters and Other, Corporate and Other, and eliminations. Refer to our Management’s Discussion and Analysis of Financial Condition and
Results of Operations for additional information.
• Cable Communications: Consists of the operations of Comcast Cable, which is a leading provider of broadband, video, voice, wireless, and other
services to residential customers in the United States under the Xfinity brand; we also provide these and other services to business customers and
sell advertising.
• Media: Consists primarily of NBCUniversal’s television and streaming platforms, including national, regional and international cable networks;
the NBC and Telemundo broadcast networks, NBC and Telemundo owned local broadcast television stations; and Peacock, our direct-to-consumer
streaming service (“DTC streaming service”).
•
•
•
Studios: Consists primarily of NBCUniversal’s film and television studio production and distribution operations.
Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; Osaka, Japan; and Beijing, China.
Sky: Consists of the operations of Sky, one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business,
providing video, broadband, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast
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
in Philadelphia, Pennsylvania, and other business initiatives.
For developments in our business and for financial and other information about our reportable business segments, refer to Item 7: Management’s
Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to the consolidated financial statements included in this Annual
Report on Form 10-K.
1
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Description of Our Businesses
Cable Communications Segment
Cable Communications offers broadband, video, voice, wireless, and other services in the United States individually and as bundled services at a
discounted rate to residential and business customers. Revenue is generated primarily from residential and business customers that subscribe to our services
and from the sale of advertising. We aim to meet the needs of various segments of our residential customer base by offering multiple levels of service
within each of our stand-alone and bundled services. Our business services offerings are tailored to meet the needs of various segments of our business
customer base, ranging from broadband services for small business locations to bundled services and solutions designed to meet the needs of medium-sized
customers and larger enterprises.
Customer Relationships and the Areas We Serve
All customer metrics included in this section are as of December 31, 2022.
(in millions)
Customer relationships
Residential customer relationships
Business services customer relationships
Total customer relationships
Homes and businesses passed
Total customer relationships penetration of homes and businesses passed
December 31, 2022
31.8
2.5
34.3
61.4
56 %
Homes and businesses are considered passed if we can connect them to our cable distribution system without further extending the transmission lines and are estimated based on the best available
information.
The map below highlights Cable Communications’ cable distribution footprint and the designated market areas (“DMAs”) where we have 250,000 or more
customer relationships, with bolded locations representing one of the top 25 U.S. television DMAs as of December 31, 2022.
Comcast 2022 Annual Report on Form 10-K
2
Table of Contents
Residential
Broadband - 29.8 million customers
We offer broadband services over our hybrid fiber-optic and coaxial (“HFC”) cable network, featuring gigabit downstream speeds across nearly our entire
footprint, as well as other advanced features and functionality. We continue to evolve and enhance the capabilities of our network. During 2022, we began
rolling out multigigabit downstream speeds and increasing our upstream speeds by up to 5 to 10 times. We plan to make these speed increases available in
the vast majority of our footprint by the end of 2025. We also plan to begin deploying DOCSIS 4.0 in the second half of 2023, which will enable us to
deliver to our customers multigigabit symmetrical speeds (i.e. comparable upstream and downstream speeds). We will also continue to deploy fiber-to-the-
premises in limited locations.
As part of our broadband service, we also offer our advanced, proprietary wireless gateways to customers that combine an internet modem with a Wi-Fi
router to deliver reliable internet speeds and enhanced coverage through an in-and-out-of-home Wi-Fi network and xFi Pod plug-in devices that extend a
customer’s in-home Wi-Fi coverage. Customers with wireless gateways may also personalize and manage their Wi-Fi network and connected home, and
access advanced security technology and other features, with our xFi whole-home application and online portal. Broadband customers have access to our
expanding network of secure residential, outdoor and business Wi-Fi hotspots nationwide. As part of our low-income broadband adoption program, we also
offer qualifying customers Internet Essentials and Internet Essentials Plus, high-speed broadband services provided at discounted rates.
Broadband customers that prefer consuming content over the internet rather than via linear cable television are eligible to receive our Flex streaming device
for no additional charge, which includes integrated search functionality and a voice-activated remote control. Flex also provides access to and the
integration of streaming content from Peacock’s premium tier; certain third-party internet-based apps providing content and music such as DTC streaming
services Disney+ and Netflix; and certain pay-per-view and video on demand content available over the internet. We earn commission revenue from the
sale of certain third-party DTC streaming services.
Video - 15.6 million customers
We offer a broad variety of video services, primarily through our X1 platform, which provides integrated search functionality and a voice-activated remote
control. The integrated features provided by X1 operate across content in customers’ cable video services packages and content from internet-based
streaming services that customers may access in a manner similar to our Flex streaming device. Our video packages typically range from a basic cable
service with access to between 20 and 65 channels to a full service with access to more than 300 channels. Customers may view programming live, record
live programming through our digital video recorder (“DVR”) service or access our video on demand services with extensive programming choices such as
television series, movies and special-events programming that are available for free or to rent or own digitally. These viewing options are also available
through our mobile app and online portal.
We tailor our video packages based on particular programming preferences, demographics and geographic areas in accordance with applicable local and
federal regulatory requirements, with programming generally inclusive of national broadcast networks, local broadcast stations, national and regional cable
networks, government and public access programming, and premium channel subscriptions such as HBO and Showtime. We also offer packages with
extensive amounts of foreign-language programming and other specialty tiers of programming.
Voice - 7.9 million customers
We offer voice services using interconnected Voice over Internet Protocol (“VoIP”) technology that provide either unlimited or usage-based local and
domestic long-distance calling, as well as options for international calling plans, voicemail, readable voicemail, nuisance call blocking tools and various
other features.
Wireless - 5.3 million lines
We offer wireless services for handsets, tablets and smart watches using mobile virtual network operator (“MVNO”) rights over Verizon’s wireless
network, including its 5G technology and our existing network of secure residential, outdoor and business Wi-Fi hotspots. Wireless services are only
offered as part of our bundled service offerings to residential customers that subscribe to our broadband services and to eligible small business customers
on similar terms. Customers may activate multiple lines per account and choose to pay for services on an unlimited data plan, on shared data plans or per
gigabyte of data used. Customers may either bring their own device or purchase devices from us with the option to pay upfront or finance the purchase
interest-free over 24 months.
3
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Business Services
Business services customers may subscribe to a variety of products and services, including broadband services over our HFC cable network featuring
gigabit downstream speeds, as well as fiber-to-the-premises that is capable of delivering speeds that range up to 100 gigabits per second. Our service
offerings for small business locations primarily include broadband services, as well as voice and video services, that are similar to those provided to our
residential customers; cloud-based cybersecurity services; wireless backup connectivity; advanced Wi-Fi solutions; video monitoring services; and cloud-
based services for file sharing, online backup and web conferencing, among other uses. We also offer Ethernet network services, which connect multiple
locations and provide higher downstream and upstream speed options to medium-sized customers and larger enterprises, advanced voice services, and
video solutions for hotels and other large venues. In addition, we provide cellular backhaul services to mobile network operators to help manage their
network bandwidth.
Our business services offerings for medium-sized and enterprise customers also include a software-defined networking product, and larger enterprises may
also receive support services related to Wi-Fi networks, router management, network security, business continuity risks and other services. These services
are primarily provided to Fortune 1000 companies and other large enterprises with multiple locations both within and outside of our cable distribution
footprint, where we provide coverage outside of our service areas through agreements with other companies to use their networks.
Advertising
We generally receive an allocation of scheduled advertising time that our advertising business sells to local, regional and national advertisers as part of our
distribution agreements with cable networks, and we also generate revenue from selling advertising on our digital platforms. Our advertising business also
represents the advertising sales efforts of other multichannel video providers in some markets and offers additional technology, tools, data-driven services
and marketplace solutions to customers in the media industry to facilitate the more effective engagement of advertisers with their target audiences.
Other
Our security and automation services 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 and the X1 platform. We also license our technology platforms to other multichannel video
providers.
Network and Technology
Our Cable Communications cable distribution system uses a HFC cable network that we believe is sufficiently flexible and scalable to support our future
technology requirements and enables us to continue to grow capacity and capabilities over time. This network provides the two-way transmissions that are
essential to providing broadband and connectivity services, interactive video and entertainment services, and other interactive services to our residential
and business customers. Cable Communications currently deploys broadband services, primarily leveraging DOCSIS 3.1, to offer gigabit downstream
speeds to residential and business services customers across nearly our entire footprint. Our network also includes fiber-to-the-premises in limited locations
to offer multigigabit symmetrical speeds to certain residential and business services customers.
We continue to evolve and enhance the capabilities of our network. During 2022, leveraging DOCSIS 3.1, we began rolling out multigigabit downstream
speeds and increasing our upstream speeds by up to 5 to 10 times. We plan to make these speed increases available in the vast majority of our footprint by
the end of 2025. We also plan to begin deploying DOCSIS 4.0 in the second half of 2023, which will enable us to deliver to our customers multigigabit
symmetrical speeds over their existing connections. Additionally, as part of our network evolution, we have been virtualizing and automating many core
network functions in order to expand capacity and increase operating efficiency and to identify and fix network issues proactively before they affect our
customers. We continue to extend our network’s reach to new homes and businesses within our existing service areas and into new service areas to expand
the number of homes and businesses passed. We also have begun to partner with local, state and federal agencies when possible to provide services to
unserved communities leveraging governmental subsidies where available.
Cable Communications continues to focus on technology initiatives to design, develop and deploy next-generation media, content delivery, content
aggregation and streaming platforms that support X1 and Flex and our cloud DVR technology. These platforms are based on our global technology
platform, which integrates linear television networks, owned and third-party DTC streaming services and other internet-based apps, and on demand content
in one unified experience with voice-activated remote control search and interactive features. We also continue to focus on leveraging our own cloud
network services to deliver video and advanced search capabilities.
Cable Communications also pursues technology initiatives related to broadband and wireless services that also leverage our global technology platform,
providing customers with in-and-out-of-home Wi-Fi, the ability to manage their Wi-Fi network and connected home with our xFi whole-home application
and online portal, advanced security technology and other features.
Comcast 2022 Annual Report on Form 10-K
4
Table of Contents
Sources of Supply and Other Operations
To offer video services, Cable Communications licenses substantial amounts of programming from cable and broadcast networks, as well as from local
broadcast television stations. The fees associated with these programming distribution agreements are generally based on the number of subscribers who
are able to watch the programming and the platforms on which the content is provided. We seek to include in distribution agreements the rights to offer
such programming through multiple delivery platforms, such as through our On Demand service, online portal, mobile apps and Flex.
For wireless services, we have an MVNO agreement that allows us to offer services using Verizon’s wireless network and we purchase from a limited
number of suppliers a significant number of wireless handsets, tablets and smart watches (“wireless devices”) that we sell to wireless customers.
Cable Communications purchases from a limited number of suppliers a significant amount of customer premise equipment, including wireless gateways
and set-top boxes, 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.
Cable Communications offers services directly to residential and business customers through customer service teams, retail stores, customer service
centers, websites, door-to-door selling, telemarketing and third-party outlets, as well as through advertising via direct mail, television and the internet. Our
customer service teams also provide 24/7 call-answering capability and other services. Our technical services group performs various tasks, including
installations, plant maintenance and upgrades to our cable distribution system. Customers can use self-service options and can perform self-installations for
certain services.
Competition
Competition for Cable Communications’ services consists primarily of telecommunications companies with fiber-based wireline networks and/or fixed
wireless networks, DTC streaming and other over-the-top (“OTT”) service providers, and direct broadcast satellite (“DBS”) providers.
Residential
Broadband
Cable Communications competes with a number of companies offering internet services, including:
• wireline telecommunications companies
• wireless telecommunications companies
• municipal broadband networks and power companies
•
satellite broadband providers
Certain wireline telecommunications companies such as AT&T, Frontier, Lumen and Verizon have built and are continuing to build fiber-based network
infrastructure farther into their networks, which enables them to provide data transmission speeds that exceed those that can be provided with traditional
copper digital subscriber line (“DSL”) technology, and are offering services with these higher speeds in many of our service areas. Certain companies that
offer DSL service have increased data transmission speeds, lowered prices or created bundled services to compete with our broadband services.
Various wireless companies are offering internet services using a variety of technologies, including 4G and 5G wireless broadband services and 5G fixed
wireless networks. These networks work with devices such as smartphones, laptops, tablets, and mobile and fixed wireless routers, as well as wireless data
cards.
Certain companies have launched fiber-to-the-premises networks that provide broadband services in certain areas in which we operate, and certain
municipalities in our service areas are also building fiber-based networks.
Broadband-deployment funding initiatives at the federal and state level may result in other service providers deploying new subsidized internet access
networks within our footprint. The availability of these and other offerings could negatively impact the demand for our broadband services.
5
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Video
Cable Communications competes with a number of different sources in the United States that provide news, sports, information and entertainment
programming to consumers, including:
• DTC streaming and other OTT service providers including:
◦
◦
subscription-based services, such as Disney+ and Netflix, that offer online services that enable internet streaming and downloading of
movies, television shows and other video programming
virtual multichannel video providers, such as Hulu + Live TV and YouTube TV, that offer streamed linear programming networks
• DBS providers, including DIRECTV and DISH Network, that transmit satellite signals to substantially all U.S. households to provide video
programming and other information similar to our video services
•
•
•
companies that have built and continue to build fiber-based networks that provide video services similar to ours and provide bundled offerings that
include wireless phone services
other providers that build and operate communications systems and services in the same areas that we serve, including those operating as
franchised cable operators
other companies, such as local broadcast television stations, that provide multiple channels of free over-the-air programming
Many of these competitors also have significant financial resources.
Voice
Cable Communications competes with wireless and wireline telecommunications providers, as well as other internet-based and VoIP service providers.
Certain wireless and wireline telecommunications providers, such as AT&T and Verizon, have longstanding customer relationships, and extensive existing
facilities and network rights-of-way. Others also have existing local networks and significant financial resources. In addition, we are increasingly
competing with other telecommunications service providers as customers replace traditional wireline phone services with wireless and internet-based phone
services.
Wireless
Cable Communications competes with national wireless service providers in the United States, including AT&T, T-Mobile and Verizon, which offer
wireless service on both a stand-alone basis or along with other services as bundled offerings, as well as regional wireless service providers.
Business Services
Cable Communications primarily competes with a variety of wireline telecommunications companies 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
that offer video services to businesses and VoIP companies that target businesses of all sizes.
Advertising
Cable Communications competes for the sale of advertising with other television networks and stations, as well as with all other advertising platforms, such
as digital, radio and print media. Similar to the competitive environment in our Media segment, the willingness of advertisers to purchase advertising from
us may be adversely affected by declines in audience ratings and television viewership and difficulty in measuring fragmented audiences. Cable
Communications advertising is sold to local, regional and national advertisers, and competition is affected by the market conditions in the specific
geographies in which we operate.
Comcast 2022 Annual Report on Form 10-K
6
Table of Contents
NBCUniversal Segments
NBCUniversal 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 in the United States and Asia.
Media Segment
NBCUniversal’s television and streaming platforms primarily comprise our Media segment, including:
• National, regional and international cable networks
• NBC and Telemundo broadcast networks and owned local broadcast television stations
•
Peacock, our DTC streaming service
NBCUniversal distributes a wide variety of content to appeal to consumers with varying preferences across demographics and geographic areas through our
portfolio of television networks and streaming platforms. This content includes programming owned by NBCUniversal and by third parties who license it
to us for distribution.
Media segment revenue is primarily generated from the sale of advertising on our television networks, Peacock and other digital properties, and from the
distribution of our television and streaming platform programming. Media also generates revenue from content licensing and from various digital
properties.
Our advertising sales are affected by the prices we charge for each advertising unit, which are generally based on the size and demographics of our viewing
audiences, audience ratings on our television networks, the number of advertising units we can place in our programming and on our digital properties, and
our ability to sell our advertising across our platforms.
We market and distribute cable network programming in the United States and internationally to multichannel video providers, including both traditional
providers of linear programming and virtual providers who provide streaming services for linear programming. We also receive fees from multichannel
video providers under NBC and Telemundo retransmission consent agreements and associated fees from NBC-affiliated and Telemundo-affiliated local
broadcast television stations. Our programming distribution agreements are generally multiyear agreements with revenue based on the number of
subscribers receiving the programming and the fees charged per subscriber. Certain Peacock subscribers are also charged a monthly subscription fee.
7
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Cable Networks
We operate a diversified portfolio of cable networks that provide a variety of entertainment, news and information, and sports content.
The table below presents a summary of NBCUniversal’s national cable networks and their advertising reach to U.S. households.
Cable Network
USA Network
E!
Syfy
Bravo
MSNBC
CNBC
Oxygen
Golf Channel
Universal Kids
Universo
CNBC World
Approximate U.S.
Households as of
December 31, 2022
(a)
(in millions) Description of Programming
75 General entertainment and sports
75 Entertainment and pop culture
75 Imagination-based entertainment
74 Entertainment, culture and arts
74 News, political commentary and information
73 Business and financial news
64 Crime, mystery and suspense for women
63 Golf competition and golf entertainment
49 Children’s entertainment
28 Spanish language entertainment
19 Global financial news
(a) Household data is based on information from The Nielsen Company as of December 31, 2022 using its Cable Coverage Universe Estimates report and dynamic ad insertion estimates. The
Nielsen estimates include subscribers to both traditional and certain virtual multichannel video providers. The Nielsen estimates are not based on information provided by us and are included
solely to enable comparisons between our cable networks and those operated by our peers.
Our regional sports and news networks together serve more than 15 million households across the United States, including in markets such as Boston,
Chicago, Philadelphia, Sacramento and San Francisco.
Broadcast
NBC
The NBC network features original entertainment, news and sports programming that reaches viewers in virtually all U.S. television households through
more than 200 affiliated stations across the United States, including our 11 owned NBC local broadcast television stations. The NBC owned local broadcast
stations include stations in 8 of the top 10 general markets and collectively reached approximately 35 million U.S. television households as of
December 31, 2022, representing approximately 28% of U.S. television households. In addition to broadcasting the NBC network’s national programming,
local broadcast stations deliver local news, weather, and investigative and consumer reporting across multiple platforms.
Telemundo
The Telemundo network, a Spanish-language broadcast network, features original entertainment, news, live specials and sports programming that reaches
viewers in over 95% of all U.S. Hispanic television households through 111 affiliated stations, including our 30 owned Telemundo local broadcast
television stations, and our national feed. The Telemundo owned local broadcast stations include stations in all of the top 20 U.S. Hispanic markets and
collectively reached approximately 72% of U.S. Hispanic television households as of December 31, 2022. In addition to broadcasting the Telemundo
network’s national programming, local broadcast stations deliver local news, weather, and investigative and consumer reporting across multiple platforms.
We also own an independent Telemundo station serving the Puerto Rico television market.
Peacock
Peacock is a premium DTC streaming service, featuring NBCUniversal and third-party content. Content choices include exclusive Peacock originals,
current NBC, Bravo and Telemundo shows, news, late-night comedy, live sports and a library of television shows and movies, as well as several live
channels. The service is primarily offered through two subscription-based tiers: an ad-supported tier providing customers with access to tens of thousands
of hours of programming and a tier featuring the same content ad-free, with certain limited exceptions. This ad-free tier also allows customers to download
and watch select content offline and provides customers with a live stream of their local NBC affiliate stations. The Peacock app is available to consumers
over the internet directly and included as part of certain cable and other platforms in the United States, including through Cable Communications’ X1 and
Flex. Certain Peacock programming is also integrated into Sky video services.
Comcast 2022 Annual Report on Form 10-K
8
Table of Contents
Programming
Our television and streaming platforms include content licensed from our Studios segment and from third parties, as well as content produced by Media
segment businesses, such as live news and sports programming and certain original programming, including late-night comedy for NBC and original
telenovelas for Telemundo.
We have various multiyear contractual commitments for the licensing of programming, including contracts related to broadcast and/or streaming rights for
sporting events. We generally seek to include in our sports rights agreements the rights to distribute content on one or more of our television networks and
on digital platforms, including Peacock. Our most significant sports rights commitments include the following:
• NFL: Agreements to produce and broadcast a specified number of regular season and playoff games, including Sunday Night Football and three
remaining Super Bowl games on the NBC network, the next of which is in February 2026, through the 2033-34 season, with a termination right
available to the NFL after the 2029-30 season. These agreements also include certain other rights, including streaming rights, additional exclusive
games on Peacock and the Spanish-language U.S. broadcast rights for certain NFL games, which are aired on Telemundo
• Olympics: U.S. broadcast and streaming rights for the summer and winter Olympic Games through 2032 with programming to be aired on the
NBC network, multiple cable networks and Peacock
We also have varying U.S. broadcast and/or streaming rights to the PGA TOUR and other golf events through 2031, Big Ten football and basketball
starting with the 2023-24 season through the 2029-30 season, English Premier League soccer through the 2027-28 season, Worldwide Wrestling
Entertainment (“WWE”) events on television through 2024 and on Peacock through 2026, certain NASCAR events through 2024, and the Spanish-
language U.S. broadcast rights to FIFA World Cup soccer games through 2026, as well as local broadcast rights for certain professional sports teams
through our regional sports networks with terms ending between 2024 and 2040.
Studios Segment
NBCUniversal’s film and television studio production and distribution operations primarily comprise our Studios segment.
Revenue is generated primarily from licensing our owned film and television content in the United States and internationally to cable, broadcast and
premium networks and DTC streaming service providers, as well as through video on demand and pay-per-view services provided by multichannel video
providers and OTT service providers; from the worldwide distribution of our produced and acquired films for exhibition in movie theaters; and from the
sale of owned and acquired content on DVDs/Blu-ray discs and through digital distribution services. We also generate revenue from the production and
licensing of live stage plays.
Film Studios
Our film studios develop, produce, acquire, market and distribute filmed entertainment worldwide. Our films are produced primarily under the following
names:
• Universal Pictures
•
Illumination
• DreamWorks Animation
•
Focus Features
• Working Title
The majority of our films are initially distributed for exhibition in movie theaters, while other titles are produced and distributed direct-to-video. After their
initial release, we sell and license films globally through various methods. We license films, including recent titles and selections from our film library,
which is comprised of more than 6,000 movies in a variety of genres, to television networks and DTC streaming service providers, including our Media
segment, and to video on demand and pay-per-view services provided by multichannel video providers, including the Cable Communications and Sky
segments. Certain titles are also licensed to our Media segment and made available for viewing on Peacock on the same date as the theatrical release. We
also distribute films globally by selling them on DVDs/Blu-ray discs and through digital distribution services.
9
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Theatrical revenue is significantly affected by the timing of each release and the number of films we distribute, their acceptance by audiences, the number
of exhibition screens, ticket prices, the percentage of ticket sales 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 generally a significant factor in determining the revenue a film is likely to generate in succeeding
licensing windows. Revenue from the sale of content on DVDs/Blu-ray discs and through digital distribution services is significantly affected by the timing
and number of our theatrical releases and the popularity of our content, as well as the timing of release dates.
We develop and produce films both alone and jointly with other studios or production companies, as well as with other entities. Films are marketed and
distributed worldwide primarily through NBCUniversal’s marketing and distribution operations. We also acquire distribution rights to films produced by
third parties, which may be limited to particular geographic regions, specific forms of media or certain periods of time.
Our film studios have entered into, and may continue to enter into, film cofinancing arrangements with third parties, including both studio and nonstudio
entities, to jointly finance or distribute certain of our film productions. These arrangements can take various forms, but in most cases involve the grant of an
economic interest in a film to an investor. Investors generally assume the full risks and rewards of ownership proportionate to their ownership in the film.
In connection with studio productions, we typically owe “residuals” payments to individuals hired under collective bargaining agreements to work on
productions, which are generally calculated based on post-theatrical or content licensing revenue. We also owe “participations” payments to creative talent,
to third parties under cofinancing agreements and to other parties involved in content production, which are generally based on the financial performance of
the content.
Television Studios
Our television studios develop and produce original content, including scripted and unscripted television series. NBCUniversal’s television studios,
branded as the Universal Studio Group, produces content under the following names:
• Universal Television
• Universal Content Productions
• Universal Television Alternative Studio
• Universal International Studios
Our original content is primarily licensed initially to cable, broadcast and premium networks, as well as to DTC streaming service providers, including our
Media segment. We also license content after its initial airing and license older television programs from our programming library, as well as sell owned
and acquired content globally on DVDs/Blu-ray discs and through digital distribution services. The production and distribution costs related to original
television content generally exceed the revenue generated from the initial license, which means that obtaining additional licenses following the initial
license is critical to the content’s financial success. Similar to our film studios, we typically owe residuals and participations payments in connection with
television studio productions.
Theme Parks Segment
The following Universal theme parks primarily comprise the Theme Parks segment:
• Universal Orlando Resort: Includes two theme parks, Universal Studios Florida and Islands of Adventure, and our water park, Volcano Bay, all of
which are located in Orlando Florida. Universal Orlando also includes Universal CityWalk Orlando, a dining, retail and entertainment complex,
and features on-site themed hotels in which we own a noncontrolling interest. We are developing an additional theme park at Universal Orlando
named Universal’s Epic Universe.
• Universal Studios Hollywood: Includes a theme park located in Hollywood, California and Universal CityWalk Hollywood.
• Universal Studios Japan: Includes a theme park located in Osaka, Japan.
• Universal Beijing Resort: Includes the Universal Studios Beijing theme park, as well as Universal CityWalk Beijing and on-site themed hotels, all
of which are located in Beijing, China. Universal Beijing Resort is owned by us and a consortium of Chinese state-owned companies (see Note 8).
Comcast 2022 Annual Report on Form 10-K
10
Table of Contents
Revenue is generated primarily from guest spending at our theme parks, including ticket sales and in-park spending on food, beverages and merchandise,
and from our consumer products business. Revenue for our theme parks generally depends on the overall environment for travel and tourism, including
consumer spending on travel and other recreational activities. We also license the right to use the Universal Studios brand name and other intellectual
property and provide other services to third parties, including the party that owns and operates the Universal Studios Singapore theme park on Sentosa
Island, Singapore. The themed elements in our rides, attractions, and merchandising are based on intellectual property in our Studios and Media segments
and intellectual property licensed from third parties under long-term agreements.
Competition
Media
Our Media segment competes for viewers’ attention and audience share with all forms of programming provided to viewers, including cable, broadcast and
premium networks; DTC streaming and other OTT service providers; local broadcast television stations; home entertainment products; video on demand
and pay-per-view services; online activities, such as social networking and viewing user-generated content; gaming products; and other forms of
entertainment, news and information.
Media competes for the sale of advertising with other television networks and stations, digital platforms, including an increasing number of ad-supported
DTC streaming services, and all other advertising platforms. The willingness of advertisers to purchase advertising from us may be adversely affected by
lower audience ratings and viewership at the related networks, stations, channels, or digital platforms. Declines in audience ratings can be caused by
increased competition for the leisure time of viewers and by audience fragmentation resulting from the increasing number of entertainment choices
available, including content from DTC streaming and other OTT service providers, online media and other digital sources. Additionally, it is increasingly
challenging to accurately measure fragmented audiences.
Our cable networks compete primarily with other cable networks and programming providers for carriage of their programming by multichannel video
providers and DTC streaming and other OTT service providers. Our broadcast networks compete with the other broadcast networks in markets across the
United States to secure affiliations with independently owned television stations, which are necessary to ensure the effective distribution of broadcast
network programming to a nationwide audience. Peacock competes for paid subscribers and other users of the platform, primarily with other DTC
streaming and OTT service providers, as well as with traditional providers of linear programming.
Our television and streaming platforms compete for the acquisition of content and for on-air and creative talent primarily with other cable, broadcast and
premium networks, DTC streaming and other OTT service providers, and local broadcast television stations. The market for content is very competitive,
particularly for sports rights, where the cost is significant.
Studios
Our film and television studios compete for audiences for our film and television content with other major film and television studios, independent film
producers and creators of content, as well as with alternative forms of entertainment. The competitive position of our film and television studios primarily
depends on the number of films and shows and episodes produced, their distribution and marketing success, and consumer response. Our film and
television studios also compete to obtain creative, performing and technical talent, including writers, actors, directors, and producers, as well as scripts for
films and television shows, and for the distribution of, and consumer interest in, their content. We also compete with other major film and television studios
and other producers of entertainment content for the exhibition of content in theaters, on demand, on premium networks and with DTC streaming and other
OTT service providers.
Theme Parks
Theme Parks competes with other multi-park entertainment companies as well as other providers of entertainment, lodging, tourism and recreational
activities. To help maintain the competitiveness of our theme parks, we have invested and continue to invest significantly in existing and new theme park
attractions, hotels and infrastructure, including Epic Universe in Orlando.
11
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Sky Segment
Sky is one of Europe’s leading entertainment companies operating in six territories, including three of the largest pay television markets in Western Europe:
the United Kingdom, Italy and Germany. The substantial majority of our revenue is derived from our direct-to-consumer business, which has 23.1 million
customer relationships, and primarily involves the distribution of a wide array of video channels to both residential and business customers. We also offer
broadband, voice and wireless services individually and as bundled services in select countries. We own a diverse portfolio of pay television channels that
feature entertainment, news, sports and movies, which are included in our subscription video services and are also licensed through various distribution
partnerships to third-party video providers to reach an additional 3 million households. We also generate revenue from the licensing of owned and licensed
programming to third-party video providers and from the sale of advertising.
Direct-to-Consumer
Video
Our direct-to-home (“DTH”) video services are delivered primarily through a combination of both satellite transmission and broadband connections that
are marketed under the Sky brand in the United Kingdom, Italy, Germany, Ireland and Austria. We also offer a DTC streaming service providing video
content over the internet that is marketed as NOW or WOW (formerly Sky Ticket) (“NOW”) in these countries, as well as in Switzerland.
We offer a variety of DTH video services, primarily through our Sky Q platform, where customers have access to a diverse selection of our owned
channels, channels owned by third parties and local free-to-air public broadcasting channels, as well as certain ad-supported Peacock programming. The
Sky Q platform includes integrated search functionality and a voice-activated remote control and offers integrated access to certain third-party internet-
based apps providing content and music, such as DTC streaming services Disney+ and Netflix. Our service offerings are tailored by country, with separate
packages offered in each market. Basic packages include between 80 and 100 pay television channels in the United Kingdom and Ireland, over 40 channels
in Italy, and over 30 channels in Germany and Austria. Specialty tiers for children’s, sports, movie and high-definition (“HD”) programming are available
for additional fees. DTH customers may view programming live, record live programming through our DVR services or access our video on demand
services with programming choices such as television series, movies and special-events programming that are available for free or to rent or own digitally.
These viewing options are also available through our mobile app and online portal. We also offer video services to customers who purchase Sky Glass
smart televisions, which have an operating system that provides a video service similar to Sky Q over a broadband connection, eliminating the need for a
satellite dish or set-top box. Refer to Corporate and Other for additional information on Sky Glass.
Our NOW streaming service offers packages ranging from daily to monthly access to entertainment, sports and movies programming. The entertainment
package includes our owned entertainment channels and a broad range of on demand programming series, including child-friendly programming, as well as
certain Peacock programming. The sports package provides access to our owned sports channels and the movie package includes access to a library of
films.
Television Channels
We operate a diversified portfolio of Sky-branded channels. Our owned channels include:
•
•
•
•
Entertainment channels featuring premium content, including Sky Atlantic, Sky Max and Sky Showcase
Premium sports channels under the Sky Sports brand, with a majority of channels dedicated to a specific sport, including European football
Premium movie channels under the Sky Cinema brand, including family and children’s movie channels
Sky-branded free-to-air channels, including Sky News
Other Services
We offer broadband and voice services in the United Kingdom, Ireland and Italy. We offer fiber-to-the-cabinet (“FTTC”), DSL broadband and fiber-to-the-
home (“FTTH”) services, with downstream speeds up to 500 megabits per second in the United Kingdom and up to one gigabit per second in Ireland and
we offer FTTH and FTTC services in Italy, with downstream speeds up to one gigabit per second. We deploy wireless hubs to customers that combine an
internet and voice modem with a Wi-Fi router to deliver reliable internet speeds and enhanced coverage through an in-home Wi-Fi network.
Comcast 2022 Annual Report on Form 10-K
12
Table of Contents
We offer wireless services for handsets and tablets in the United Kingdom using a combination of an arrangement to access network assets from Telefónica
and our own mobile core network. Customers may activate multiple lines per account, choose to pay for services on various gigabyte plans, roll data over
three years and stream with unlimited data on Sky mobile apps. Customers may either bring their own device or purchase devices from us with the option
to pay upfront or finance the purchase interest-free over periods ranging from 24 to 48 months.
Content
In addition to including owned channels as part of our video services, we distribute some of our owned channels on third-party platforms through both
wholesale arrangements and arrangements with partners who distribute our owned channels as agents to their respective customer bases. We also license
owned and licensed content to other platforms.
Advertising
We sell advertising across our platforms, including our owned television channels, and also represent the sales efforts of third-party channels. We also offer
various technology, tools and solutions relating to our advertising business.
Network and Technology
We rely on various telecommunications providers to deliver video, broadband, voice and wireless services to our customers.
For a majority of customers, our DTH video platform is delivered via one-way digital satellite transmission that uses satellites leased from third parties for
the distribution of television channels and is augmented by a set-top box with local DVR storage and high-speed, two-way broadband connectivity enabling
interactive video services such as integrated search functionality, on demand, DVR and voice services. Our platform incorporates Wi-Fi connectivity for in-
home distribution that allows wireless, multiroom consumption. We have also developed a range of back-end and client software applications that provide
customers with access to our content across multiple third-party devices.
Under the current regulatory regime in the United Kingdom, Ireland and Italy, we are able to access networks owned by third-party telecommunications
providers for a fee to provide our broadband, voice, and wireless services in many cases, on regulated terms. We offer broadband and voice services in the
United Kingdom using a combination of our own core fiber network and BT Openreach’s core and “last mile” network under a wholesale and fee-based
arrangement and in Italy primarily using Open Fiber’s network. We offer wireless services to customers in the United Kingdom using a combination of an
arrangement to access network assets from Telefónica and our own mobile core network.
We continue to focus on technology initiatives to design, develop and deploy next-generation media and content delivery platforms, including Sky Q,
NOW and Sky Glass, that deliver video content, provide advanced search capabilities, including through a voice-activated remote control, and provide
access to and integration of certain other DTC streaming services. These platforms leverage our global technology platform.
Sources of Supply and Other Operations
Programming
Our owned television channels and NOW streaming service include content both owned by us and licensed from third parties and NBCUniversal. In some
cases, licenses are on an exclusive basis. We have various multiyear contractual commitments for the licensing of programming, primarily sports rights and
exclusive entertainment content. Our most significant sports rights commitments include European football broadcast rights for Premier League games
through the 2024-25 season in the United Kingdom and Formula One through 2029 in the United Kingdom and through 2027 in Germany and Italy. We
also have broadcast rights to Bundesliga games through the 2024-25 season in Germany, to England and Wales Cricket Board cricket games through 2028
in the United Kingdom, and to Union of European Football Associations Champions League (“UCL”) through the 2023-24 season in Italy, as well as non-
exclusive broadcast rights to certain Serie A games through the 2023-24 season in Italy.
Our most significant commitments for the licensing of film and television entertainment content include exclusive rights with HBO, Paramount, Warner
Bros. and NBCUniversal. We also produce and air live news and sports programming and produce original programming through Sky Studios. We are
increasingly creating and investing in original drama, comedy and factual content that is broadcast across our territories and sold to other markets. We also
opened the first stages of our new film and television studio facility in the United Kingdom in 2022.
13
Comcast 2022 Annual Report on Form 10-K
Table of Contents
To offer video services, in addition to our owned channels, we license substantial amounts of programming from third parties. The fees associated with
these programming distribution agreements are generally based on the number of customers that are able to watch the programming and the platforms on
which the content is provided. We seek to include in distribution agreements the rights to offer such programming through multiple delivery platforms,
such as through our on demand services, mobile apps and our NOW streaming service.
Other
We purchase from a limited number of suppliers a significant amount of customer premise equipment, including set-top boxes, wireless hubs and network
equipment to provide our video and broadband services to residential and business customers. We also purchase from a limited number of suppliers a
significant number of wireless handsets and tablets that are sold to customers that receive our wireless services.
We offer direct-to-consumer services to residential and business customers through our customer service teams, customer service centers, websites,
telemarketing, and a limited number of retail stores, as well as through advertising via direct mail, television and the internet. Our home service group
performs various tasks, including installations, servicing and upgrades of customer premise equipment. Customers can use self-service options and perform
self-installations for certain services.
Competition
We compete with a broad range of companies engaged in media, entertainment and communications services in Europe. For video services, we compete
with cable operators, providers of both paid-for and free-to-air programming, other satellite television providers, digital terrestrial television providers,
content aggregators, home entertainment products companies, and other suppliers and providers of sports, entertainment, news and information that deliver
DTC and other OTT streaming services. For broadband and wireless services, we compete with service providers making use of new fiber-optic networks,
telecommunications providers, other internet service providers and companies developing new technologies and devices. Our competitive position may be
negatively impacted by an increase in the capacity of, or developments in, the means of delivery competitors use to provide their services as well as
lowered prices, product innovations, new technologies or different value creation approaches. We also compete with organizations that are publicly funded,
in whole or in part, to fulfill a public service broadcasting mandate.
Our owned channels compete for the acquisition of content and for on-air and creative talent with other television networks and with DTC streaming and
other OTT service providers. The market for content is very competitive, particularly for sports rights, where the cost for such content is significant.
We compete for the sale of advertising with other television networks and stations, digital platforms, and all other advertising platforms. Similar to the
competitive environment in our Media segment, the willingness of advertisers to purchase advertising from us may be adversely affected by declines in
television viewership and the increasing number of entertainment choices available.
Corporate and Other
Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena
in Philadelphia, Pennsylvania, and other business initiatives. Other business initiatives primarily include costs associated with Sky Glass smart televisions
and the related hardware sales and, following its formation in June 2022, the operations of Xumo, our consolidated streaming platform joint venture with
Charter Communications. Xumo is focused on developing and offering a streaming platform on a variety of devices, including XClass TV smart
televisions, and also operates the Xumo Play streaming service (previously branded as the Xumo streaming service). Sky Glass and XClass TV are smart
televisions with operating systems that leverage our global technology platforms similar to Sky Q, X1 and Flex. We sell Sky Glass televisions in Europe to
consumers that also subscribe to Sky’s video services. XClass TVs are manufactured and sold by third parties and operate on the XClass TV operating
system.
Additionally, we formed the SkyShowtime joint venture with Paramount Global in 2022, which operates a DTC streaming service available in select
European markets and is accounted for as an equity method investment. NBCUniversal and Sky license programming to SkyShowtime.
Comcast 2022 Annual Report on Form 10-K
14
Table of Contents
Seasonality and Cyclicality
Each of our businesses is typically subject to seasonal and cyclical variations. Cable Communications’ results are impacted by the seasonal nature of
residential customers receiving 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 costs and expenses in our Media segment are cyclical as a result of our periodic broadcasts of major sporting events, such as the Olympic
Games and the Super Bowl. In particular, advertising revenue increases due to increased demand for advertising time for these events and distribution
revenue increases in the period of broadcasts of the Olympic Games. Costs and expenses also increase as a result of our production costs for these
broadcasts and the amortization of the related rights fees.
Revenue in Cable Communications, Media and Sky is also subject to cyclical advertising patterns and changes in viewership levels. Advertising revenue in
the United States is generally higher in the second and fourth quarters of each year and in even-numbered years due to increases in advertising in the spring
and in the period leading up to and including the holiday season, and advertising related to candidates running for political office and issue-oriented
advertising, respectively. Revenue in Media also fluctuates depending on the timing of when our programming is aired, which typically results in additional
advertising revenue in the second and fourth quarters of each year. Advertising revenue in Sky typically has seasonally higher audience levels in winter
months, with lower levels in summer months due to the timing of European football seasons and summer vacations. There is also increased competition for
TM
advertising at Sky during major sporting events aired by public service broadcasters, such as the FIFA World Cup .
Revenue in Studios fluctuates due to the timing, nature and number of films released in movie theaters, on DVDs/Blu-ray discs, and through various other
distribution platforms, including viewing on demand, DTC platforms or OTT service providers. Release dates are determined by several factors, including
competition and the timing of vacation and holiday periods. As a result, revenue tends to be seasonal, with increases experienced each year during the
summer months and around the holiday season. We incur significant marketing expenses before and throughout the release of a film in movie theaters and
as a result, we typically incur losses on a film prior to and during the film’s exhibition in movie theaters. Content licensing revenue also fluctuates due to
the timing of when our film and television content is made available to licensees.
Revenue in Theme Parks fluctuates with changes in theme park attendance that typically result from the seasonal nature of vacation travel and weather
variations, local entertainment offerings and the opening of new attractions, as well as with changes in currency exchange rates. Theme Parks generally
experiences peak attendance during the spring holiday period, the summer months when schools are closed and the Christmas holiday season.
Sky’s results are also impacted by the seasonal nature of residential customers receiving our DTH and NOW streaming services, including the start of the
new European football seasons and the Christmas holiday. This generally results in higher net customer relationship additions and higher marketing
expenses in the second half of each year to attract new customers.
Exclusive sports rights, such as European football, 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 3 to 5 year period. This creates some
level of cyclicality, although the staggered timing of major sports rights auctions usually gives Sky time to react to any material changes in the competitive
dynamics of the prevailing market.
Legislation and Regulation
Our businesses are subject to various federal, state and local laws and regulations, with some also subject to international laws and regulations. In
particular, the Communications Act of 1934, as amended (the “Communications Act”), and Federal Communications Commission (“FCC”) regulations and
policies affect significant aspects of our cable communications and broadcast businesses in the United States.
Beyond the more significant regulations summarized below, legislators and regulators at all levels of government frequently consider changing, and
sometimes do change, existing statutes, rules or regulations, or interpretations of existing statutes, rules or regulations, or prescribe new ones, any of which
may significantly affect our businesses and ability to effectively compete. These legislators and regulators, along with some state attorneys general and
foreign governmental authorities, have been active in conducting inquiries and reviews regarding our services. State legislative and regulatory initiatives
can create a patchwork of different and/or conflicting state requirements, such as with respect to privacy and Open Internet/net neutrality regulations, that
can affect our businesses and ability to effectively compete.
15
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Legislative and regulatory activity has increased under the Biden Administration, particularly with respect to broadband networks. For example, Congress
has approved tens of billions of dollars in new funding for broadband deployment and adoption initiatives, and may consider other proposals that address
communications issues, including whether it should rewrite the entire Communications Act to account for changes in the communications marketplace and
whether it should enact new, permanent Open Internet/net neutrality requirements. Federal agencies likewise may consider adopting new regulations for
communications services, including broadband. States and localities are also increasingly proposing new regulations impacting communications services,
including broader regulation of broadband networks. Any of these regulations could significantly affect our business and compliance costs. In addition,
United States and foreign regulators and courts could adopt new interpretations of existing competition or antitrust laws or enact new competition or
antitrust laws or regulatory tools that could negatively impact our businesses. Any future legislative, judicial, regulatory or administrative actions may
increase our costs or impose additional restrictions on our businesses, some of which may be significant. We are unable to predict the outcome or effects of
any of these potential actions or any other legislative or regulatory proposals on our businesses.
The following paragraphs summarize the more significant legal and regulatory requirements and risks affecting our businesses.
Communications-Related Regulations in the United States
Broadband
Our broadband services are subject to a number of regulations and commitments. The FCC frequently considers imposing new broadband-related
regulations such as those relating to an Open Internet, and from time to time, imposing new regulatory obligations on internet service providers (“ISPs”)
such as us. States and localities also consider new broadband-related regulations from time to time, including those regarding government-owned
broadband networks, net neutrality and broadband affordability. New broadband regulations, if adopted, may have adverse effects on our businesses. We
may also be subject to additional broadband-related commitments as a condition of receiving federal or state broadband funding.
Broadband Deployment and Adoption Initiatives
There have been, and may continue to be, substantial broadband-deployment funding initiatives at the federal and state level that could subsidize (i) other
service providers building networks within our footprint and (ii) potential expansion of our network to new areas. Federal agencies are adopting rules for
recently-enacted federal broadband funding programs. In many cases, states will disburse these federal broadband funds and may adopt additional
requirements on providers that are awarded funding, which may impose additional costs, constraints and burdens on our businesses. We cannot predict
what requirements will ultimately be adopted, how such funds will be awarded or the impact of these initiatives on our businesses.
In 2021, Congress created the Affordable Connectivity Program (“ACP”) to provide a monthly discount toward broadband service for eligible low-income
households starting in 2022. This new longer-term program replaced the Emergency Broadband Benefit (“EBB”) program established during the COVID-
19 pandemic. We participated in EBB and are participating in ACP. We cannot predict the extent to which eligible households will opt to use their ACP
benefit towards our broadband services.
Open Internet Regulations
Various forms of Open Internet regulations can significantly affect our broadband services. In 2017, the FCC reversed its prior classification of broadband
internet access service as a “telecommunications service” under Title II of the Communications Act and classified it as an “information service” under Title
I. In addition, it eliminated its prior “net neutrality” rules prohibiting ISPs from blocking access to lawful content on the internet; impairing or degrading
lawful internet traffic on the basis of content, applications or services (“throttling”); prioritizing certain internet traffic in exchange for consideration or in
favor of an affiliate (“paid or affiliated prioritization”); and generally prohibiting ISPs from unreasonably interfering with or unreasonably disadvantaging
consumers’ ability to access and use the lawful internet content, applications, services or devices of their choosing or unreasonably interfering with or
disadvantaging edge providers’ ability to make lawful content, applications, services, or devices available to consumers (“general conduct standard”). The
FCC stated that jurisdiction to regulate ISP conduct would rest at the Federal Trade Commission (“FTC”), and it expressly preempted all state Open
Internet laws. In addition, the FCC revised the transparency rule to add a requirement that ISPs disclose any blocking and throttling practices, and any paid
or affiliated prioritization practices associated with their broadband offerings. We have disclosed that we do not block, throttle, or engage in paid or
affiliated prioritization, and have committed not to block, throttle, or discriminate against lawful content. The FTC has authority to enforce these public
commitments, and the FCC has authority to enforce compliance with its transparency rule.
Comcast 2022 Annual Report on Form 10-K
16
Table of Contents
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
the classification of broadband as an “information service” and repeal of its prior rules. However, it vacated the FCC’s express preemption of all state Open
Internet laws, but noted that state laws may nevertheless conflict with federal law or policy and be preempted on a case-by-case basis.
Several states have passed or introduced legislation, or have adopted executive orders, that impose Open Internet requirements in a variety of ways, and
new state legislation may be introduced and adopted in the future. Such attempts by the states to regulate have the potential to create differing and/or
conflicting state regulations.
The FCC under the Biden Administration likely will revisit the regulatory classification of broadband internet access service and reclassify it as a
“telecommunications service,” which would authorize the FCC to subject it to traditional common carriage regulation under Title II of the Communications
Act. Under a Title II framework, the FCC could potentially regulate our customer rates, speeds, data usage thresholds or other terms for internet services
and could prohibit or seriously restrict arrangements between us and internet content, applications and service providers, including backbone
interconnection arrangements. Any FCC action could impact state Open Internet initiatives, and also could prompt further litigation. Congress may also
consider legislation addressing these regulations and the regulatory framework for broadband internet access services. We cannot predict whether or how
the rules might be changed, the impact of potential new legislation, or the outcome of any litigation.
Municipally Owned Broadband Networks
A number of local municipalities operate municipally owned broadband networks, and there may be further efforts by local governments to expand or
create government-owned networks, particularly in light of federal funding for broadband deployment. Certain states have enacted laws that restrict or
prohibit local municipalities from operating municipally owned broadband networks, and there may be efforts in other state legislatures to restrict the
development of government-owned networks, although others may choose to ease or facilitate such networks. Much of the federal funding authorized for
broadband deployment is conditioned on states agreeing to make it available for potential use by government-owned networks, although the funding
prioritizes deployment to unserved areas and locations. We cannot predict how successful any of those efforts will be and how they might affect our
businesses.
Video
The video marketplace continues to become even more competitive, particularly with DTC streaming and other OTT service providers. There are a number
of laws and regulations that apply solely to multichannel video programming distributors (“MVPDs”) or cable operators such as our Cable
Communications business, and to cable networks and local broadcast television stations operated by NBCUniversal. These laws and regulations can
constrain our ability to compete, particularly against DTC streaming and other OTT service providers, which are not subject to these same requirements.
Cable Pricing and Packaging
While our video services are not subject to rate regulation, certain state entities monitor and challenge in court the marketing and advertising of our
services, and some have attempted to regulate the service packages we offer and our billing practices. We cannot predict the outcome of any current
litigation with state entities or whether other states may pursue similar actions.
Cable Franchising
Cable operators generally operate their cable systems under nonexclusive franchises granted by local or state franchising authorities. While the terms and
conditions of franchises vary materially from jurisdiction to jurisdiction, franchises typically last for a fixed term, obligate the franchisee to pay franchise
fees and meet service quality, customer service and other requirements, and are terminable if the franchisee fails to comply with material provisions.
Franchising authorities also may require adequate channel capacity, facilities and financial support for public, educational and governmental access
programming, and other in-kind contributions.
The Communications Act also contains provisions governing the franchising process, including renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal and unreasonable renewal conditions. We believe that our franchise renewal prospects are generally
favorable but cannot guarantee the future renewal of any individual franchise. The FCC adopted an order in 2019 that prohibits state and local authorities
from imposing duplicative franchise and/or fee requirements on the provision of broadband and other non-cable services, affirming that franchise fees were
subject to a federal statutory cap of 5% of cable service revenue and could not include other revenue. The order further required that in-kind contributions
(such as courtesy services) generally should be treated as franchise fees subject to that cap. The order was substantially upheld by the U.S. Court of
Appeals for the Sixth Circuit. Several localities have attempted, generally unsuccessfully to date, to impose franchise fees on DTC streaming and other
OTT service providers.
17
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Program Carriage
FCC regulations prohibit us from unreasonably restraining the ability of an unaffiliated video programming network to compete fairly by discriminating
against the network on the basis of its non-affiliation in the selection, terms or conditions for its carriage. In addition, cable operators and other MVPDs in
the United States are prohibited from requiring as a condition of carriage a financial interest in, or exclusive distribution rights for, a video programming
network. We have been involved in program carriage disputes at the FCC, as well as in the courts, and may be subject to new complaints in the future.
Program Access
The Communications Act and FCC regulations generally prevent cable networks affiliated with cable operators from favoring affiliated cable operators
over competing MVPDs. The FCC and Congress have considered proposals that would require companies that own multiple cable networks to make each
of their networks available individually when negotiating distribution agreements with MVPDs and potentially with DTC streaming and other OTT service
providers. We currently offer our cable networks on a packaged basis (in “tiers”) and, in various cases, individually. We have been involved in program
access disputes at the FCC and may be subject to new complaints in the future.
Must-Carry/Retransmission Consent
Cable 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 involve payments 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 local broadcast television stations. Failure to reach a retransmission consent agreement with a broadcaster could
result in the loss of popular programming on our video services.
Every three years, each local commercial broadcast television station must elect for each cable system either must-carry or retransmission consent. A
similar regulatory scheme applies to satellite providers. For the three-year period from January 1, 2021 to December 31, 2023, all of our owned NBC and
Telemundo local broadcast television stations elected retransmission consent. Although we have reached retransmission consent agreements with almost all
MVPDs in the past, there can be no assurance that we will always be able to renew those agreements under favorable terms or at all.
Broadcast Licensing
Local 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 the public interest, convenience and necessity. The FCC grants broadcast television station licenses for 8-year cycles, which may be renewed with or
without conditions. The FCC renewed all of our broadcast television station licenses without conditions during the last license renewal cycle; the current
television license renewal cycle began in 2020 and some of our licenses have been renewed. Although our licenses have been renewed in prior cycles, there
can be no assurance that we will always obtain renewal grants.
Broadcast Ownership Restrictions
The Communications Act and FCC regulations impose certain limitations on local and national television ownership, as well as limits on foreign ownership
in a broadcast television station. Some of these limitations currently are under review at the FCC, including the national television ownership limit, the
local television ownership limit, and the prohibition on each of the four major broadcast television networks, ABC, CBS, Fox and NBC, from being under
common ownership or control with another of the four.
Children’s Programming
Under federal regulations, the amount of commercial content that may be shown on cable networks, broadcast networks and local broadcast television
stations during programming originally produced and broadcast primarily for an audience of children 12 years of age and under is limited, and certain
television station programming must serve the educational and informational needs of children 16 years of age and under.
Comcast 2022 Annual Report on Form 10-K
18
Table of Contents
FCC 5G Spectrum Proceedings
The FCC also has established and is in the process of evaluating and potentially modifying its rules to make available additional spectrum that will likely
be used for licensed and unlicensed commercial services, including new 5G services. Because Cable Communications and NBCUniversal use some of this
spectrum to provide services, they are transitioning their operations to different frequencies in order to accommodate the reallocation of spectrum for 5G,
and they may be required to transition other operations in the future if the FCC reallocates other spectrum bands that Cable Communications and
NBCUniversal use, which could disrupt our services and impose additional costs.
Voice
We 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,
law enforcement assistance, outage reporting, Universal Service Fund contribution obligations, rural call completion, customer equipment back-up power,
robocall mitigation, service discontinuance and certain regulatory filing requirements. The FCC has not yet ruled on whether VoIP services such as ours
should be classified as an “information service” or a “telecommunications service” under the Communications Act. The classification determination is
important because telecommunications services are regulated more extensively than information services. The U.S. Court of Appeals for the Eighth Circuit
has held that VoIP is an information service and preempted state regulation of VoIP, and the U.S. Supreme Court has declined to review that determination,
but that ruling remains limited to the seven states located in that circuit. State regulatory commissions and legislatures in other jurisdictions may continue
to consider imposing regulatory requirements on our voice services as long as the regulatory classification of VoIP remains unsettled at the federal level.
Wireless
We offer a wireless voice and data service primarily 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 certain state or local
regulations. The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile broadband providers in the future,
which could adversely affect our wireless phone service offering or our business generally.
International Communications-Related Regulations
Sky and certain NBCUniversal international businesses are subject to telecommunications and media-specific regulation described below in Europe, Latin
America and other international jurisdictions, and all of our international businesses are subject to regulation under generally applicable laws, such as
competition, consumer protection, data protection and taxation in the jurisdictions where they operate. Our international businesses are currently, and may
be in the future, subject to proceedings or investigations from regulatory and antitrust authorities in the jurisdictions in which those businesses operate. 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 Services
In the United Kingdom, Sky has agreed to provide its electronic program guide (“EPG”) and conditional access (“CA”) services to other programming
providers on fair, reasonable and non-discriminatory terms, among other things, so that those providers’ content is available on Sky’s satellite platform via
the EPG on set-top boxes. Sky also has voluntarily committed to the United Kingdom’s communications regulator, the Office of Communications
(“Ofcom”) to provide access control services to third parties that enable them to provide interactive services. Sky is subject to similar EPG and CA
obligations in Germany.
Television Channels and On-Demand Services
Sky and NBCUniversal hold a number of licenses and authorizations for their portfolios of television channels and on-demand services. For example, in the
United Kingdom, Sky’s channels are licensed and subject to various codes issued by Ofcom affecting the content and delivery of these channels. Sky and
NBCUniversal also hold various broadcast licenses in certain E.U. and other countries. These content-related rules and regulations cover issues such as the
acquisition and exploitation of sports rights, media concentration and plurality, television advertising, the protection of children, accessibility, airtime for
commercials and teleshopping, sponsorship and ensuring clear distinctions between program content and advertising.
19
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Broadband and Voice
Sky provides broadband and voice services in the United Kingdom, Ireland and Italy pursuant to wholesale distribution agreements that third-party
broadband and telecommunications companies either make available commercially or are required to make available under applicable laws in those
jurisdictions. Material changes to these regulations could affect Sky’s business. As a provider of broadband services, Sky is subject to applicable laws and
regulations relating to telecommunications security, including a U.K. law that requires providers to take certain measures with respect to potential security
compromises. Sky is also subject to E.U. and other Open Internet/net neutrality regulations, which prohibit the blocking, throttling or discrimination of
online content, applications and services and require ISPs to disclose their traffic management, throughput limitations and other practices impacting quality
of service in customer contracts.
Other Areas of Regulation
Intellectual Property
Copyright, trademark, unfair competition, patent, trade secret and other proprietary-rights laws of the United States and other countries help protect our
intellectual property rights. In particular, unauthorized copying, distribution and piracy of programming and films over the internet, through devices,
software and websites, counterfeit DVDs/Blu-rays and through other platforms interfere with the market for copyrighted works and present challenges for
our content businesses. We have actively engaged in the enforcement of our intellectual property rights and likely will continue to expend substantial
resources to protect our content. Although many legal protections exist to combat such practices, the extent of copyright protection is sometimes
ambiguous and the use of technological protections can be controversial. Modifications to existing laws, a weakening of these protections or their
enforcement or a failure of existing laws, in the United States or internationally, to adapt to new technologies could have an adverse effect on our ability to
license and sell our programming.
U.S. copyright laws establish a cable compulsory copyright license that requires our video distribution business to contribute a specified percentage of
revenue to a federal copyright royalty pool in exchange for retransmitting copyrighted material included in broadcast signals. We also pay standard industry
licensing fees for the public performance of music in the programs we create or distribute. The cable compulsory copyright 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 our ability to retransmit broadcast signals
over cable systems. In addition, the landscape for music licensing is constantly changing, and music fees we pay are subject to 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 Regulation
Our businesses are subject to federal, state and foreign laws and regulations that impose various restrictions and obligations related to privacy and the
handling of consumers’ personal information. In the United States, the Communications Act generally restricts cable operators’ nonconsensual collection
and disclosure to third 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 network information related to our voice services and other consumer information.
The FTC generally exercises oversight of consumer privacy protections using its enforcement authority over unfair and deceptive acts or practices. For
example, the FTC often partners with state attorneys general to enforce transparency requirements regarding the collection and use of consumer
information. These enforcement efforts may require ongoing review on our part of new and rapidly evolving technologies and methods for delivering
content and advertising to ensure that appropriate notice is given to consumers and consent is obtained where required in connection with the collection,
use or sharing of personal information. The FTC has recently initiated a rulemaking proceeding to consider rules relating to the collection, use, sharing, and
securing of consumer personal information. We cannot predict whether the FTC ultimately will adopt any rules or, if it does, what requirements,
obligations, or restrictions such rules may impose and how such rules would affect our businesses. We are also subject to stringent data security and data
minimization requirements, including some 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.
Comcast 2022 Annual Report on Form 10-K
20
Table of Contents
In addition, certain states have enacted detailed laws establishing explicit consumer privacy protections and data security requirements in their respective
states. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, gives California residents rights to receive
certain disclosures regarding the collection, use and sharing of “Personal Information,” as well as rights to access, delete, correct and restrict certain uses,
sales, and sharing of certain personal information collected about them. California privacy laws also include new business requirements, including data
minimization requirements. Other states with similar laws in effect or coming into effect include Colorado, Connecticut, Utah, and Virginia. Additionally,
California has established an entirely new agency, the California Privacy Protection Agency, to implement and enforce its privacy laws. We cannot predict
how these new laws or changes to existing laws will affect our businesses, or whether any legislation or proposed rules currently under consideration will
be enacted or adopted or what the impact of any such laws or regulations may be on our businesses. Moreover, all 50 states have security breach
notification laws that generally require a business to give notice to 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 European Union’s General Data Protection Regulation (“GDPR”) and the United Kingdom’s Data Protection
Act 2018 (“DPA”), which broadly regulate the processing of personal data collected from individuals in the European Union and United Kingdom,
respectively. DPA, GDPR and the E.U. member states’ legislation implementing the GDPR, related rules regulating the privacy of electronic
communications services and networks (including “cookie” rules), and various initiatives by regulatory authorities pursuant to these laws affect how we are
able to process certain personal data for particular purposes, what we must tell our customers about this processing, and what controls our customers have
over such processing.
State and Local Taxes
Some U.S. states and localities have imposed or are considering imposing, through both legislative and administrative channels, new or additional taxes or
fees on, or limiting or eliminating incentives or credits earned or monetized by, the businesses operated by our Cable Communications and NBCUniversal
segments, or imposing adverse methodologies by which taxes, fees, incentives or credits are computed, earned or monetized. These include combined
reporting or other changes to general business taxes, central assessments for property tax and taxes and fees on the businesses operated or services provided
by our Cable Communications and NBCUniversal segments. In some situations, DBS providers and other competitors that deliver their services over a
broadband connection 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 imposing taxes on these DBS providers or other competitors that are equivalent to the taxes or fees that we pay. The Internet Tax Freedom Act
(“ITFA”) prohibits most states and localities from imposing sales and other taxes on our internet access charges; however, some jurisdictions may 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.
U.K. Exit from the European Union
The telecommunications and media regulatory framework applicable to our business in the United Kingdom is subject to greater uncertainty as a result of
the United Kingdom’s withdrawal from the European Union. In 2021, the U.K. government signaled its intention of moving away from the European
Union’s approach in a number of policy areas, increasing the possibility of greater divergence between the regulation of our U.K. business and our other
European businesses over time. We are not able to predict the extent of any such divergence at this point in time.
Other Regulations
U.S. states and localities, and various regulatory authorities, actively regulate other aspects of our businesses, including our Studios and Theme Parks
businesses, accessibility to our video and voice services and broadcast television programming for people with disabilities, customer service standards,
inside wiring, cable equipment, pole attachments, universal service fees, regulatory fees, public safety, telemarketing, leased access, indecency, loudness of
commercial advertisements, advertising, political broadcasting, sponsorship identification, Emergency Alert System, equal employment opportunity and
other employment-related laws, environmental-related matters, our equipment supply chain, and technical standards relating to the operation of cable
systems and television stations. In addition, our international businesses are subject to various similar regulations, including those that cover television
broadcasting, programming and advertising. We are occasionally subject to enforcement actions and investigations at the FCC and other federal, state and
local agencies, as well as foreign governments and regulatory authorities, which can result in fines or being subject to sanctions.
21
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Human Capital Resources
As of December 31, 2022, we had approximately 186,000 full-time and part-time employees calculated on a full-time equivalent basis. Of these employees,
approximately 73,000, 77,000 and 34,000 were associated with Cable Communications, NBCUniversal and Sky, respectively. Approximately 30% of our
employees were located in over 30 countries outside the United States, with larger workforce concentrations in the United Kingdom, Japan, China, Italy,
Germany and India. We also use freelance and temporary employees in the normal course of our business. A small overall portion of our full-time U.S.
employees are unionized, although many of NBCUniversal’s freelance and temporary writers, directors, actors, technical and production personnel, as well
as some on-air and creative talent employees, are covered by industry-wide collective bargaining agreements or work councils. Outside the United States,
employees in certain countries, particularly in Europe, are represented by an employee representative organization, such as a union, works council or
employee association.
Our company has been built on a foundation of respect, integrity and trust, and we are committed to creating and fostering a work environment that
promotes those values. As a global media and technology company, we have a wide range of employees, including management professionals, technicians,
engineers, call center employees, theme park employees, and media talent and production employees. Some of our key workforce-related programs and
initiatives include the following.
Diversity, Equity and Inclusion
• Our commitment to diversity, equity and inclusion is longstanding. We believe that a diverse, equitable and inclusive company helps to foster
creativity, innovation and success. We embrace diversity of background, perspective, culture and experience throughout our business.
• We offer a variety of training programs and initiatives focused on creating a more inclusive workplace culture. These efforts include company-
wide forums like our diversity, equity and inclusion speaker series which is designed to educate, inspire dialogue and foster employee engagement
through a curated experience anchored by scholars, authors, thought leaders and expert speakers focusing on a variety of diversity, equity and
inclusion topics.
• We support nine employee resource groups, with 35,000 members in over 240 chapters, including a variety of uniquely tailored mentorship
programs across our business.
Employee Engagement
• We seek to create an engaged workforce through proactive listening and constructive dialogue, including through employee engagement surveys,
as well as through the employee resource groups described above.
• We have an open door policy and culture so employees can report any questions or concerns, whether involving a workplace issue, a concern
about suspected illegal or unethical conduct or any other matter, trusting that we will take their concerns seriously and without fear of retaliation.
Talent Development
• We provide a wide variety of opportunities for professional growth for all employees with in-classroom and online trainings and on-the-job
experience.
• We offer education tuition assistance to full-time employees in the United States.
• Our Board of Directors discusses succession planning for our CEO and the remainder of our senior executive management team at least once a
year. Throughout the year, our senior executive management team, as well as a broader array of executives throughout our businesses, make
presentations to the Board and its committees and interact with our directors informally outside of regularly scheduled Board meetings, which
provides directors with meaningful insight into our current pool of talent, what attracts and retains our executives, and our company culture.
Health and Welfare Benefits
• We offer a portfolio of services and tools to support our employees’ health and wellbeing, including dedicated health assistants, expert medical
opinion services, virtual and telehealth options, diabetes treatment programs, tobacco cessation, and others. We also have a robust Employee
Assistance Program and generous portfolio of mental and behavioral health resources.
•
In 2022, we expanded our family planning options, including for adoption and surrogacy, and provide specialized support teams to help manage
first months of parenthood and all stages in the family planning journey.
Comcast 2022 Annual Report on Form 10-K
22
Table of Contents
Financial Benefits
• We focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable
market, taking into account the job position’s location and responsibilities.
• We provide competitive financial benefits such as a 401(k) retirement plan in the United States with a company match and other retirement
arrangements internationally.
• We have employee stock purchase plans in the United States, United Kingdom, Ireland and several other European countries where most of our
full-time and part-time employees can purchase our stock at a discount.
• We generally grant awards of restricted stock units and stock options on an annual basis to a meaningful portion of our employees, with over
20,000 employees receiving such awards in 2022.
• We offer financial literacy training and counseling to support employees in making their own financial decisions.
Available Information and Websites
Our phone number is (215) 286-1700, and our principal executive offices are located at One Comcast Center, Philadelphia, PA 19103-2838. Our 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 or furnished 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 the SEC’s
website at www.sec.gov and on our website at www.comcastcorporation.com as soon as reasonably practicable after such reports are electronically filed
with the SEC. The information posted on our websites is not incorporated into our SEC filings.
Caution Concerning Forward-Looking Statements
This Annual Report on Form 10-K includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their
nature, are inherently uncertain and outside of our control. These may include estimates, projections and statements relating to our business plans,
objectives and expected operating results, which are based on current expectations and assumptions that are subject to risks and uncertainties that may
cause actual results to differ materially. These forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “potential,” “strategy,” “future,” “opportunity,” “commit,” “plan,” “goal,” “may,” “should,” “could,” “will,” “would,” “will be,” “will
continue,” “will likely result” and similar expressions. In evaluating these statements, you should consider various factors, including the risks and
uncertainties we describe in “Risk Factors” and in other reports we file with the SEC.
Any of these factors could cause our actual results to differ materially from those expressed or implied by our forward-looking statements, which could
adversely affect our businesses, results of operations or financial condition. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements,
whether because of new information, future events or otherwise.
23
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Item 1A: Risk Factors
Risks Related to Our Business, Industry and Operations
Our businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if
we do not compete effectively.
All of our businesses operate in intensely competitive, consumer-driven, rapidly changing environments. We compete with a growing number of companies
that provide a broad range of communications products and services and entertainment, sports, news and information content to consumers. There can be
no assurance that we will be able to compete effectively against our competitors or that competition will not have an adverse effect on our businesses.
Below is a summary of our most significant sources of competition; for a more detailed description of the competition facing our businesses, see Item 1:
Business and refer to the “Competition” discussion within that section.
•
Cable Communications’ and Sky’s broadband services compete primarily against wireline telecommunications companies, including many that
are increasing deployment of fiber-based networks, wireless telecommunications companies offering internet services (using a variety of
technologies, including 4G and 5G wireless broadband services and 5G fixed wireless networks), certain electric cooperatives and municipalities
in the United States that own and operate their own broadband networks and DBS and newer satellite broadband providers. Broadband-
deployment funding initiatives at the federal and state level, including as part of the America Rescue Plan Act of 2021, may result in other service
providers deploying new subsidized internet access networks within our footprint, and in cases where we agree to receive subsidies, may impose
constraints on how we conduct our businesses in certain areas. Competition for video services offered by Cable Communications and Sky consists
primarily of DTC streaming and other OTT service providers, DBS providers and telecommunications companies. Our voice and wireless services
primarily compete with wireless and wireline telecommunications providers. Many of our competitors offer bundled products and services with
favorable pricing to customers, which has increased competition.
• NBCUniversal and Sky face substantial and increasing competition from providers of similar types of entertainment, sports, news and information
content, as well as from other forms of entertainment and recreational activities. NBCUniversal and Sky must compete to obtain talent, popular
content (including sports programming) and other resources required to successfully operate their businesses. This competition has intensified as
DTC streaming and other OTT service providers develop high-quality programming and acquire live sports programming rights to attract viewers.
Consolidation of, or cooperation between, our competitors, including suppliers and distributors of content, may increase competition in all of these areas, as
may the emergence of additional competitors with significant resources, greater efficiencies of scale, fewer regulatory burdens and more competitive
pricing and packaging, that are competing with our businesses in all forms of content distribution and production. For example, such consolidation or
cooperation may allow competitors to offer free or 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 our
customers, consumers, advertisers, business partners, employees, investors and government authorities. In addition, our ability to compete will be
negatively affected if we do not provide our customers with a satisfactory customer experience.
Changes in consumer behavior continue to adversely affect our businesses and challenge existing business models.
Distribution platforms for viewing and purchasing content have been, and will likely continue to be, developed that further increase the number of
competitors that all our businesses face and challenge existing business models. As consumers increasingly turn to DTC streaming and other OTT services,
the number of Cable Communications’ video customers and amount of subscriber fees paid to NBCUniversal’s television networks decrease, even as Cable
Communications’ broadband services have become more important to consumers. DTC streaming and other OTT services have driven, and will continue to
drive, changes in consumer behavior as consumers seek more control over when, where and how they consume content and access communications
services, and how much they pay for such content.
Comcast 2022 Annual Report on Form 10-K
24
Table of Contents
Cable Communications continues to experience accelerated net losses in its video and voice customers. For example, in Europe, more of Sky’s new video
customers have recently subscribed, and may continue to subscribe, to NOW, Sky’s DTC streaming service, instead of its traditional DTH video service.
Although we have attempted to adapt our video service offerings, enhance our broadband services for changing consumer behaviors, and offer new
programming, such as Peacock, the continuing trend of content owners delivering their content directly to consumers rather than through, or in addition to,
traditional video distribution channels continues to disrupt traditional distribution business models.
The increase in DTC streaming and other OTT service providers, as well as in gaming and virtual reality products and services, also has significantly
increased the number of entertainment choices available to consumers, which has intensified audience fragmentation and disaggregated the way that
content traditionally has been distributed and viewed by consumers. The use of DTC streaming and other OTT services reduces traditional television
viewership, coupled with time-shifting technologies, such as DVR and on demand services, has caused and likely will continue to cause audience ratings
declines for our television programming channels. In addition, as more programming providers offer their content directly to consumers through their own
apps or platforms, they may reduce the quantity and quality of the programming they license to NBCUniversal or Sky’s television channels or to Peacock.
Our results of operations may be impacted as we license our own content exclusively on our content platforms, including Peacock, rather than receiving
license revenue from third parties for rights to such content.
Our failure to effectively anticipate or adapt to emerging competitors or changes in consumer behavior, including among younger consumers, and shifting
business models 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.
We compete for the sale of advertising time with digital media distributors, websites and search engines, other television networks and stations, as well as
with all other advertising platforms, such as radio and print. We derive substantial revenue from the sale of advertising, and a decline in expenditures by
advertisers, including through traditional linear television distribution models, could negatively impact our results of operations. Declines can be caused by
the economic 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 DTC streaming and other OTT service providers, increased use of time-shifting and
advertising-blocking technologies, regulatory intervention regarding where and when advertising may be placed, or economic conditions generally. In
addition, advertisers have shifted a portion of their total expenditures to digital media, and this trend may continue or accelerate. Their willingness to
purchase advertising from us may be adversely affected by lower audience ratings and reduced viewership, which many of NBCUniversal’s networks and
some of Sky’s television channels have experienced and likely will continue to experience, or from the level of popularity or perceived acceptance of
Peacock. Advertising sales and rates also are dependent on the methodology used for audience measurement and could be negatively affected if
methodologies do not accurately reflect actual viewership levels.
Programming expenses for our video services are increasing on a per subscriber basis, which could adversely affect Cable Communications’ video
businesses.
We expect programming expenses for our video services to continue to be the largest single expense item for our Cable Communications segment and to
continue to increase on a per subscriber basis. Part of Cable Communications’ programming expenses include payments to certain local broadcast
television stations in exchange for their required consent for the retransmission of broadcast network programming to video services customers; we expect
to continue to be subject to increasing demands for payment and other concessions from local broadcast television stations. These market factors may be
exacerbated by increased consolidation in the media industry, which may further increase our programming expenses. If we are unable to offset
programming cost increases through rate increases, the sale of additional services, cost management or other initiatives, the increasing cost of programming
could have an adverse effect on our Cable Communications segment’s results of operations.
Moreover, as our contracts with content providers expire, there can be no assurance that they will be renewed on acceptable terms, or at all, in which case
we may be unable to provide such content as part of Cable Communications’ video services, and our businesses and results of operations could be
adversely affected.
25
Comcast 2022 Annual Report on Form 10-K
Table of Contents
NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their
content fails to achieve sufficient consumer acceptance.
NBCUniversal and Sky create and acquire media and entertainment content, the success of which depends substantially on consumer tastes and preferences
that often change in unpredictable ways. The success of these businesses depends on our ability to consistently create, acquire, market and distribute
television programming, filmed entertainment, theme park attractions and other content that meet the changing preferences of the broad domestic and
international consumer markets. We have invested, and will continue to invest, substantial amounts in our content, including in the production of original
content for NBCUniversal, including Peacock, and Sky, in our films and for new theme parks and theme park attractions, before learning the extent to
which they will earn consumer acceptance. In addition, there can be no assurance that Peacock will continue to grow or sustain its revenue or user base or
successfully compete as a standalone DTC streaming service.
NBCUniversal and Sky also obtain a significant portion of their content from third parties, such as movie studios, television production companies, sports
organizations and other suppliers, sometimes on an exclusive basis. Competition for popular content, particularly for sports programming, is intense, and at
times, we may 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 content for NBCUniversal’s and Sky’s television programming channels if media companies determine that licensing the content to us is not in their
strategic best interests. For example, content creators have launched and may continue to launch their own DTC streaming or other OTT services, forgoing
license fees from us to provide their content directly to consumers, or they may license their content to our competitors on an exclusive basis.
Entering into or renewing contracts for such programming rights or acquiring additional rights has in the past resulted, and may result in the future, in
significantly increased costs. Particularly with respect to 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 a number of factors, including the strength of the advertising market, audience size, the
timing and amount of rights payments, and the ability to secure distribution from, impose surcharges on, or obtain carriage on multichannel video providers
or to grow and retain subscribers to our own DTC services. There can be no assurance that revenue from these contracts will 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 consumer acceptance, 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 adversely affected.
The loss of programming distribution and licensing agreements, or the renewal of these agreements on less favorable terms, could adversely affect
our businesses.
NBCUniversal’s cable television 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 television networks has been, and likely will continue to be, reduced as a result of
fewer subscribers to multichannel video providers. In addition, NBCUniversal’s broadcast television networks depend on their ability to secure and
maintain network affiliation agreements with third-party local broadcast television stations in the markets where we do not own the affiliated local
broadcast television station. Our owned local broadcast television stations must elect, with respect to retransmission by certain multichannel video
providers, either “must-carry” status, in which we require the provider to carry the station without paying any compensation to us, or “retransmission
consent,” in which we give up our right to mandatory carriage and instead seek to negotiate the terms and conditions of carriage, including the amount of
compensation, if any, paid to us by such provider. Sky also depends on its ability to secure and maintain wholesale distribution agreements for its television
channels with multichannel video providers.
For all of these types of arrangements, NBCUniversal’s and Sky’s ability to renew agreements on favorable terms may be affected by industry
consolidation and new participants entering the market for distribution of content on digital platforms. 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 these agreements could reduce our
revenues and the reach of our programming, which could adversely affect NBCUniversal’s and Sky’s businesses.
Comcast 2022 Annual Report on Form 10-K
26
Table of Contents
Less favorable European telecommunications access regulations, the loss of Sky’s transmission access agreements with satellite or
telecommunications providers or the renewal 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, broadband, voice and wireless phone services to its customers. For
example, Sky relies on satellite transponder capacity leased from third parties to provide most of its video services. In addition, under the current regulatory
regimes in the United Kingdom, Ireland and Italy, Sky accesses networks owned by third-party telecommunications providers to offer its broadband and
phone services, in many cases, on regulated terms, including price. If there is a change in regulation in these markets, the regulated terms could become less
favorable. Moreover, specific pricing terms of Sky’s wholesale fiber access are not regulated. As a result, if Sky is only able to enter into or renew its
transmission agreements with satellite or telecommunications operators on less favorable terms, it would adversely affect Sky’s ability to compete, and if it
is ultimately unable to do so on commercially viable terms or if these operators were to terminate their agreements, Sky may be unable to deliver certain of
its services to customers in one or more of the markets in which it operates, which would adversely affect Sky’s businesses and results of operations.
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 other third parties, to use various technologies, conduct our business operations and sell our products and services. Legal challenges to our intellectual
property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on
unfavorable terms, incur substantial monetary liability, or be enjoined preliminarily or permanently from further use of the intellectual property in question,
from importing into the United States or other jurisdictions in which we operate hardware or software that uses such intellectual property or from the
continuation of our businesses as currently conducted. We may need 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 our results of operations. Even if we believe any such challenges or claims are without
merit, they can be time-consuming, costly to defend and may divert management’s attention and resources away from our businesses. Moreover, if we are
unable to obtain or continue to obtain licenses from our vendors and other third 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
on protecting the intellectual property rights of the content they create or acquire against third-party misappropriation, reproduction or infringement. The
unauthorized reproduction, distribution or display of copyrighted material negatively affects our ability to generate revenue from the legitimate sale of our
content, as well as from 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 that allow the conversion of programming, films and other content into digital formats, which facilitates the creation, transmission and sharing of
high-quality unauthorized copies. In particular, piracy of programming and films through unauthorized distribution platforms continues to present
challenges for NBCUniversal’s businesses, and certain entities may stream our broadcast television content illegally online without our consent and without
paying us any compensation. It also presents similar challenges 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 particularly prevalent in many parts of the world that lack developed copyright laws, effective enforcement
of copyright laws and technical protective measures like those in effect 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 not adequately 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 of our intellectual property may be negatively impacted and our costs of
enforcing our rights may increase.
27
Comcast 2022 Annual Report on Form 10-K
Table of Contents
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
our products 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 our hardware and software products. While we 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 mitigate our risks with respect to any such difficulties. If any of these vendors experience operating or financial difficulties or any other supply
chain compliance-related issues, if our demand exceeds their capacity or if they breach 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 timely manner (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.
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
of certain types of technology and equipment may provide them with a competitive advantage. New technologies can materially impact our businesses in a
number of ways, including affecting the demand for our products, the distribution methods of our products and content to our customers, the ways in which
our customers can purchase and view our content and the growth of distribution platforms available to advertisers. For example, current and new wireless
internet technologies (including 4G and 5G wireless broadband services and 5G fixed wireless networks) continue to evolve rapidly and may allow for
greater speed and reliability for those services as compared with prior technologies. In addition, some companies and U.S. municipalities are building
advanced fiber-based networks that provide very fast internet access speeds. We expect advances in communications technology to continue to occur in the
future. If we choose technology or equipment that is not as effective or attractive to consumers as that employed by our competitors, if we fail to employ
technologies desired by consumers before our competitors do so, or if we fail to execute effectively on our technology initiatives, our businesses and results
of operations could be adversely affected. We also will continue to incur additional costs as we execute our technology initiatives, such as the deployment
of multigigabit symmetrical speeds by leveraging our DOCSIS 4.0 technology and the development and enhancement of various streaming platforms.
There can be no assurance that we can execute on these and other initiatives in a manner sufficient to grow or maintain our revenue or to successfully
compete in the future. We also may generate less revenue or incur increased costs if changes in our competitors’ product offerings require that we offer
certain services or enhancements at a lower or no cost to our customers or that we increase our research and development expenditures.
A cyber attack, information or security breach, or technology disruption or failure may negatively impact our ability to conduct our business or
result in the misuse of confidential information, all of which could adversely affect our business, reputation and results of operations.
Network and information systems and other technologies, including those that are related to our network management, customer service operations and
programming delivery and are embedded in our products and services, are critical to our business activities. In the ordinary course of our business, there are
constant attempts by third parties to cause systems-related events and security incidents and to identify and exploit vulnerabilities in security architecture
and system design. These incidents include computer hackings, cyber attacks, computer viruses, worms or other destructive or disruptive software, denial
of service attacks, phishing attacks, malicious social engineering, and other malicious activities. Incidents also may be caused inadvertently by us or our
third-party vendors, such as process breakdowns and vulnerabilities in security architecture or system design.
Cyber threats and attacks are constantly evolving and are growing in sophistication and frequency, which increases the difficulty of detecting and
successfully defending against them. Some cyber attacks have had, and in the future can have, cascading impacts that unfold with increasing speed across
networks, information systems and other technologies across the world and create latent vulnerabilities in our and third-party vendors’ systems and other
technologies. Moreover, as we also obtain certain confidential, proprietary and personal information about our customers, personnel and vendors, and in
some cases provide this information to third party vendors who agree to protect it, we face the risk that this information may become compromised through
a cyber attack or data breach, misappropriation, misuse, leakage, falsification or accidental release or loss of information. Due to the nature of our
businesses, we may be at a disproportionately heightened risk of these types of incidents occurring because we maintain certain information necessary to
conduct our business in digital form. We also incorporate third-party software (including extensive open-source software), applications, and data hosting
and cloud-based services into many aspects of our products, services and operations, as well as rely on service providers to help us perform our business
operations, all of which expose us to cyber attacks on such third-party suppliers and service providers.
Comcast 2022 Annual Report on Form 10-K
28
Table of Contents
While we develop and maintain systems, and operate extensive programs that seek to prevent security incidents from occurring, these efforts are costly and
must be constantly monitored and updated in the face of sophisticated and rapidly evolving attempts to overcome our security measures and protections.
The occurrence of both intentional and unintentional incidents have in the past, and could in the future, cause a variety of potential adverse business
impacts. These include degradation or disruption of our network, products and services, excessive call volume to call centers, theft or misuse of our
intellectual property or other assets, disruption of the security of our internal systems, products, services or satellite transmission signals, power outages,
and the compromise of confidential or technical business information or damage to our or our customers’ or vendors’ data, equipment and reputation.
Moreover, the amount and scope of insurance we maintain against losses resulting from any of the foregoing events likely would not be sufficient to fully
cover our losses or otherwise adequately compensate us for disruptions to our business that may result. In addition, any such events could lead to litigation
or cause regulators in the United States and internationally to impose significant fines or other remedial measures, including with respect to relevant
customer privacy rules, or otherwise have an adverse effect on our company. Despite our efforts, we expect that we will continue to experience such
incidents in the future, and there can be no assurance that any such incident will not have an adverse effect on our business, reputation or results of
operations.
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 economic
conditions in the United States, in Europe or globally could adversely affect demand for any of our products and services, including advertising, and have a
negative impact on our results of operations. For example, weak economic conditions will likely impact our customers’ discretionary spending and as a
result, they may reduce the level of services to which they subscribe or may discontinue subscribing to one or more of our services altogether. This risk
may be increased by the expanded availability of free or lower cost competitive services, such as certain DTC streaming and other OTT services, or
substitute services for broadband and voice services, such as wireless and public Wi-Fi networks. Weak economic conditions also negatively impact our
advertising revenue, the performance of our films and home entertainment releases, and attendance and spending in our theme parks. In particular, the
success of our theme parks and theatrical releases largely depends on consumer demand for out-of-home entertainment experiences, which may be limited
by weakened economic conditions.
Weak economic conditions and disruptions in the global financial markets may impact our ability to obtain financing or to refinance existing debt on
acceptable terms, if at all, could increase the cost of our borrowings and may increase our exposure to currency fluctuations in countries where we operate.
Further, inflationary pressures in the United States, in Europe and globally may also have negative impacts on our cost structure and pricing models and
may impact the ability of third parties (including advertisers, customers, suppliers, wholesale distributors, retailers and content creators, among others) to
satisfy their obligations to us.
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, such as Peacock. In connection with such acquisitions
and strategic initiatives, we may incur significant or unanticipated expenses, fail to realize anticipated 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, divert the
attention of management from our current operations, or have to delay or not proceed with announced transactions or initiatives. These and other
circumstances could also result in the impairment of goodwill and long-lived assets. Additionally, federal regulatory or antitrust agencies such 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 for any
significant acquisitions and strategic initiatives or may dissuade us from pursuing certain transactions. The occurrence of any of these events could have an
adverse effect on our business and results of operations.
29
Comcast 2022 Annual Report on Form 10-K
Table of Contents
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 and global economic slowdown; currency exchange rate fluctuations and inflationary pressures; political risks; requirements of local laws and
customs relating to the publication and distribution of content and the display and sale of advertising; import or export restrictions, tariffs, sanctions and
trade regulations; difficulties in developing, staffing and managing foreign operations; issues related to occupational safety and adherence to diverse local
labor laws and regulations; and potentially adverse tax developments. Additionally, although we employ foreign currency derivative instruments to hedge
certain exposure to foreign currency exchange rate risks, including the British pound, Euro and Japanese yen, the use of such derivative instruments may
not be sufficient to mitigate exchange rate fluctuations. Sky’s businesses in particular are also subject to risks relating to uncertainties and effects of the
United Kingdom’s withdrawal from the European Union (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 stringent requirements on how we conduct our foreign operations. Moreover,
foreign enforcement of laws and contractual rights in certain countries where we do business can be inconsistent and unpredictable, which may affect our
ability to enforce our rights or make investments that we believe otherwise make strategic sense. If any of these events occur or our conduct does not
comply with such laws and regulations, our businesses may be adversely affected.
Natural disasters, severe weather and other uncontrollable events could adversely affect our business, reputation and results of operations.
Our services, products and properties are vulnerable to damage from the occurrence of certain events, including natural disasters, severe weather events
such as hurricanes and wild fires, and a range of other unforeseeable events such as infectious disease outbreaks, including COVID-19, terrorist attacks or
other similar events. Such events have in the past caused, and could in the future cause, a variety of adverse business impacts including degradation or
disruption of our network, products and services, excessive call volume to call centers, a reduction in demand for our products, services and theme parks,
disruption of our internal systems, products, services or satellite transmission signals, power outages, and damage to our or our customers’ or vendors’
equipment and properties. These events also may result in lost revenue and large expenditures to repair or replace damaged properties, products and
services and could lead to litigation and fines, including if we inadvertently contributed to damages suffered by others. In addition, COVID-19 and
corresponding governmental measures to prevent its spread across the globe have negatively impacted, and may continue to negatively impact, our
businesses. For example, as a result of COVID-19, we have at times temporarily closed our theme parks or operated them with capacity restrictions.
The amount and scope of insurance we maintain against losses resulting from these types of events likely would not be sufficient to fully cover our losses
or otherwise adequately compensate us for disruptions to our business that may result. We expect that we will continue to experience some or all of these
events in the future, and there can be no assurance that any such event will not have an adverse effect on our business, reputation or results of operations.
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 key
management personnel and believe we could either identify internal candidates or attract outside candidates to fill any vacancy created by the loss of any
key management 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 the costs to attract or retain such talent increase materially, or if these individuals cause negative publicity or lose their current appeal, our businesses
could be adversely affected.
Comcast 2022 Annual Report on Form 10-K
30
Table of Contents
Risks Related to Legal, Regulatory and Governance Matters
We are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses.
Our businesses are subject to various federal, state and local laws and regulations, with some also subject to international laws and regulations. In
particular, the Communications Act and FCC regulations and policies affect significant aspects of our cable communications and broadcast businesses in
the United States.
Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules or regulations, or
interpretations of existing statutes, rules or regulations, or prescribe new ones, any of which may significantly affect our businesses and ability to
effectively compete. These legislators and regulators, along with some state attorneys general and foreign governmental authorities, have been active in
conducting inquiries and reviews regarding our services. State legislative and regulatory initiatives can create a patchwork of different and/or conflicting
state requirements, such as with respect to privacy and Open Internet/net neutrality regulations, that can affect our businesses and ability to effectively
compete.
Legislative and regulatory activity has increased under the Biden Administration, particularly with respect to broadband networks. For example, Congress
has approved tens of billions of dollars in new funding for broadband deployment and adoption initiatives, and may consider other proposals that address
communications issues, including whether it should rewrite the entire Communications Act to account for changes in the communications marketplace and
whether it should enact new, permanent Open Internet/net neutrality requirements. Federal agencies likewise may consider adopting new regulations for
communications services, including broadband. States and localities are also increasingly proposing new regulations impacting communications services,
including broader regulation of broadband networks. Any of these regulations could significantly affect our business and compliance costs. In addition,
United States and foreign regulators and courts could adopt new interpretations of existing competition or antitrust laws or enact new competition or
antitrust laws or regulatory tools that could negatively impact our businesses. Any future legislative, judicial, regulatory or administrative actions may
increase our costs or impose additional restrictions on our businesses, some of which may be significant. We are unable to predict the outcome or effects of
any of these potential actions or any other legislative or regulatory proposals on our businesses.
Failure to comply with the laws and regulations applicable to our businesses could result in administrative enforcement actions, fines, and civil and
criminal liability. Any changes to the legal and regulatory framework applicable to any of our services or businesses could have an adverse impact on our
businesses and results of operations. For a more extensive discussion of the significant risks associated with the regulation of our businesses, see Item 1:
Business and refer to the “Legislation and Regulation” discussion within that section.
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,
intellectual property rights (including patents), employment and labor matters, personal injury and property damage, free speech, 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 adversely affect our business. We also spend substantial resources complying with various regulatory and
government standards, including any related investigations and litigation. We may incur significant expenses defending any such suit or government charge
and may be required to pay amounts or otherwise change our operations 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 writers, directors, actors, technical and production personnel, as well as some of our on-air and creative talent employees, are
covered by collective bargaining agreements or works councils. Most of NBCUniversal’s collective bargaining agreements are industry-wide agreements,
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 the
expiration of a collective bargaining agreement, our employees who were covered by that agreement may have a right to strike or take other actions that
could adversely affect us, which could disrupt our operations and reduce our revenue, and the resolution of any disputes may increase our costs. There can
be no assurance 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.
31
Comcast 2022 Annual Report on Form 10-K
Table of Contents
In addition, labor disputes in sports organizations with which we have programming rights agreements of varying scope and duration could have an adverse
effect on our businesses.
Our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our
Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock.
1
Our Class B common stock has a non-dilutable 33 /3% of the combined voting power of our Class A and Class B common stock. This non-dilutable voting
power is 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 of Class B common stock outstanding on the date of our 2002 acquisition of AT&T Corp.’s cable business, subject to adjustment in specified
situations. Stock dividends 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 B common stock. The Class B common stock also has separate approval rights over several potentially material transactions, even if
they are approved by our Board of Directors or by our other shareholders and even if they might be in the best interests of our other shareholders. These
potentially material transactions include mergers or consolidations involving us, transactions (such as a sale of all or substantially all of our assets) or
issuances of securities that require shareholder approval, transactions that result in any person or group owning shares representing more than 10% of the
combined voting power of the resulting or surviving corporation, issuances of Class B common stock or securities exercisable or convertible into Class B
common stock, and amendments to our articles of incorporation 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 the outstanding shares of our Class B common stock and, accordingly, has considerable influence
over our company and the potential ability to transfer effective control by selling the Class B common stock, which could be at a premium.
Item 1B: Unresolved Staff Comments
None.
Item 2: Properties
We believe our physical assets are generally in good operating condition and are suitable and adequate for our business operations. We own our corporate
headquarters and Cable Communications segment headquarters, which are located in Philadelphia, Pennsylvania at One Comcast Center. Additionally, we
own the Comcast Technology Center, which is adjacent to the Comcast Center, and is a center for Cable Communications’ technology and engineering
workforce, as well as the home of our NBCUniversal and Telemundo owned local broadcast stations in Philadelphia, Pennsylvania. We also have leases for
numerous business offices, warehouses and properties throughout the United States that house divisional information technology operations.
Cable Communications Segment
Our principal physical assets consist of operating plant and equipment, including cable system signal receiving, encoding and decoding devices, headends
and distribution networks. Our distribution network consists primarily of headends, content distribution servers, coaxial and fiber-optic cables, lasers,
routers, switches and related electronic equipment. Our cable plant and related equipment generally are connected to utility poles under pole rental
agreements with local public utilities, although in some areas the distribution cable is buried in underground ducts or trenches. The physical components of
cable systems require periodic maintenance 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
leased parcels 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 broadband network consists of fiber-optic cables owned or leased by us and related equipment. We also operate national and regional data centers with
equipment that is used to provide services, such as email and web services, to our broadband and voice customers, as well as cloud services to our video
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 United States that contain retail stores and customer service centers, warehouses and administrative space. We
also own a building that houses our digital media center. The digital media center contains equipment that we own or lease, including equipment related to
network origination, video transmission via satellite and terrestrial fiber-optics, broadcast studios, post-production services and interactive television
services.
Comcast 2022 Annual Report on Form 10-K
32
Table of Contents
NBCUniversal Segments
NBCUniversal’s corporate headquarters are located in New York, New York at 30 Rockefeller Plaza and surrounding campus and include offices and
studios, which are used by Headquarters and Other and the Media segment. We own substantially all of the space we occupy at 30 Rockefeller Plaza. We
also lease space in 10 Rockefeller Plaza that includes The Today Show studio, production facilities and offices used by the Media segment. Telemundo’s
leased headquarters and production facilities are located in Miami, Florida and are used by the Media segment and Headquarters and Other. The Universal
City location in California includes offices, studios, and theme park and retail operations that are owned by NBCUniversal and used by all NBCUniversal
segments. Our owned CNBC headquarters and production facilities and disaster recovery center are located in Englewood Cliffs, New Jersey and are used
by the Media segment and Headquarters and Other. We also own or lease offices, studios, production facilities, screening rooms, retail operations,
warehouse space, satellite transmission receiving facilities and data centers in numerous locations in the United States and around the world, including
property for our owned local broadcast television stations. In addition, we own theme parks and own or lease related facilities in Orlando, Florida;
Hollywood, California; Osaka, Japan; and Beijing, China, that are used in the Theme Parks segment, and we are developing a new theme park in Orlando,
Florida.
Sky Segment
Sky’s principal physical assets consist of operating plant and equipment, including leased satellite system signal receiving, encoding and decoding devices,
and owned and leased headends and distribution networks, including coaxial, fiber-optic cables and other related equipment. In the United Kingdom, Sky
uses a combination of its own core fiber network and wholesaling arrangements over third-party telecommunication providers’ networks as the core
network and also accesses the “last mile” network from third-party network operators for a fee to provide its services to customers. The physical
components of cable systems require periodic maintenance and replacement.
We own Sky’s corporate headquarters, which are located in Middlesex, U.K. We lease the Sky Deutschland headquarters located in Unterföhring, Germany
and the Sky Italia headquarters located in Milan, Italy.
We also own or lease offices, production facilities and studios, broadcasting facilities, customer support centers and retail stores throughout Europe,
including in the United Kingdom, Ireland, Germany, Italy and Austria. We opened the first stages of our new film and television studio facility in Elstree,
U.K. in 2022, which is leased by Sky.
Other
The Wells Fargo Center, a large, multipurpose arena in Philadelphia, Pennsylvania that we own is the principal physical operating asset used by our other
businesses.
Item 3: Legal Proceedings
See Note 15 included in this Annual Report on Form 10-K for a discussion of legal proceedings.
Item 4: Mine Safety Disclosures
Not applicable.
33
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Part II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Comcast’s Class A common stock is listed on The Nasdaq Stock Market LLC under the symbol CMCSA. There is no established public trading market for
Comcast’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 Declared
Month Declared:
January
May
July
October (paid in January 2023)
Total
2022
2021
Dividend Per Share
$
$
$
$
$
Month Declared:
January
0.27
0.27 May
July
0.27
0.27 October (paid in January 2022)
1.08
Total
Dividend Per Share
0.25
0.25
0.25
0.25
1.00
$
$
$
$
$
We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors. In January 2023, our Board of
Directors approved a 7.4% increase in our dividend to $1.16 per share on an annualized basis.
Holders of Class A common stock in the aggregate hold 66 /3% of the combined voting power of our common stock. The number of votes that each share
of Class A common 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 of Class B common stock having 15 votes per share. The Class B common stock represents 33 /3% of the combined voting power of our
common stock, which percentage is generally non-dilutable under the terms of our articles of incorporation. Mr. Brian L. Roberts beneficially owns all
outstanding shares of Class B common 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 where class voting is required by law.
1
2
Record holders as of January 15, 2023 are presented in the table below.
Stock Class
Class A Common Stock
Class B Common Stock
The table below summarizes Comcast’s common stock repurchases during 2022.
Period
First Quarter 2022
Second Quarter 2022
Third Quarter 2022
October 1-31, 2022
November 1-30, 2022
December 1-31, 2022
Total
Total Number of
Shares
Purchased
62,528,653 $
70,846,487 $
92,343,679 $
36,283,485 $
37,890,008 $
32,128,261 $
332,020,573 $
Average
Price Per
Share
47.98
42.35
37.90
30.32
33.48
35.22
39.15
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Authorization
62,528,653 $
70,846,487 $
92,343,679 $
36,283,485 $
37,890,008 $
32,128,261 $
Total Dollar
Amount
Purchased Under the Publicly
Announced
Authorization
2,999,999,980 $
3,000,000,186 $
3,499,999,758 $
1,100,000,250 $
1,268,472,576 $
1,131,527,211 $
332,020,573 $
12,999,999,960 $
Record
Holders
336,649
1
Maximum Dollar Value
of Shares That
May Yet Be Purchased
Under the Publicly
Announced
(a)
Authorization
7,000,000,020
3,999,999,835
19,500,000,217
18,399,999,967
17,131,527,391
16,000,000,180
16,000,000,180
(a) Effective January 1, 2022, our Board of Directors increased our share repurchase program authorization to $10 billion. In September 2022, our Board of Directors approved a new share
repurchase program authorization of $20 billion, effective September 13, 2022. Under the new authorization, which does not have an expiration date, we expect to repurchase additional
shares of our Class A common stock in the open market or in private transactions, subject to market and other conditions.
Comcast 2022 Annual Report on Form 10-K
34
Table of Contents
Stock Performance Graph
The following graph compares the annual percentage change in the cumulative total shareholder return on Comcast’s Class A common stock during the five
years ended December 31, 2022 with the cumulative total returns on the Standard & Poor’s 500 Stock Index and a select peer group consisting of us and
other companies engaged in the cable, communications and media industries. This peer group consists of our Class A common stock and the common stock
of AT&T Inc., Charter Communications, Inc., DISH Network Corporation (Class A), Lumen Technologies, Inc., T-Mobile US, Inc. and Verizon
Communications Inc. (the “transmission and distribution subgroup”); and Warner Bros. Discovery Inc. (formerly Discovery Inc. Class A), Paramount
Global (formerly ViacomCBS Inc.) (Class B) and The Walt Disney Company (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
weighted 34% based on the respective revenue of our transmission and distribution and media businesses. The comparison assumes $100 was invested on
December 31, 2017 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 Return
Comcast Class A
S&P 500 Stock Index
Peer Group Index
Item 6: [Reserved]
[Reserved]
$
$
$
2018
87 $
96 $
93 $
2019
117 $
126 $
122 $
2020
139 $
149 $
136 $
2021
136 $
191 $
127 $
2022
97
157
100
35
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction
with, the consolidated financial statements and related notes to enhance the understanding of our operations and our present business environment. For
more information about our company’s operations and the risks facing our businesses, see Item 1: Business and Item 1A: Risk Factors, respectively. Refer
to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report on Form 10-K for
management’s discussion and analysis of financial condition and results of operations for the fiscal year 2021 compared to fiscal year 2020.
Overview
We are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We present our operations in five
reportable business segments (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in three
reportable business segments: Media, Studios and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business
segment.
Consolidated Revenue, Net Income Attributable to Comcast Corporation and Adjusted EBITDA
(in billions)
(a)
Revenue
Net Income Attributable to
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 52 for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted
EBITDA. Revenue, Net Income Attributable to Comcast Corporation and Adjusted EBITDA charts are not presented on the same scale.
2022 Developments
The following are the more significant developments in our businesses during 2022:
Cable Communications
•
Revenue increased 3.1% to $66.3 billion, reflecting increases in broadband, business services, wireless and advertising revenue, partially offset by
declines in video, voice and other revenue.
• Adjusted EBITDA increased 4.6% to $29.4 billion primarily due to increases in revenue and decreases in programming expenses, partially offset
by increases in other expenses and in technical and product support expenses.
Comcast 2022 Annual Report on Form 10-K
36
Table of Contents
• Operating margin increased from 43.7% to 44.3%.
•
•
Total customer relationships increased by 75,000, total wireless lines increased by 1.3 million, total broadband customers increased by 250,000,
and total video customers decreased by 2.0 million.
Capital expenditures increased 9.2% to $7.6 billion, reflecting increased spending on line extensions, scalable infrastructure, support capital and
customer premise equipment.
NBCUniversal
•
Total NBCUniversal revenue increased 14.2% to $39.2 billion and total NBCUniversal Adjusted EBITDA increased 4.9% to $6.0 billion.
• Media segment revenue increased 2.7% to $23.4 billion and Adjusted EBITDA decreased 29.7% to $3.2 billion, including the impact of our
broadcasts of the Beijing Olympics, Super Bowl and FIFA World Cup in 2022 and the Tokyo Olympics in 2021. Excluding $1.7 billion and $1.8
billion of revenue associated with our broadcasts of the Beijing Olympics, Super Bowl and FIFA World Cup in 2022 and the Tokyo Olympics in
2021, respectively, revenue in the Media segment increased 3.0%, primarily due to increases in distribution and other revenue.
• Media segment results include the operations of Peacock, which in 2022 generated revenue of $2.1 billion and costs and expenses of $4.6 billion,
compared to revenue of $778 million and costs and expenses of $2.5 billion in 2021. We continued to invest in content and grow our customer
base during 2022.
•
•
•
Sky
Studios segment revenue increased 23.0% to $11.6 billion and Adjusted EBITDA increased 6.6% to $942 million. Revenue increased due to
increases in content licensing, theatrical, and home entertainment and other revenue. Studios revenue included licenses of content to our Media
and other segments, which are eliminated in consolidation.
Theme Parks segment revenue increased 49.3% to $7.5 billion and Adjusted EBITDA increased from $1.3 billion to $2.7 billion, reflecting
improved operating conditions related to COVID-19 compared to the prior year and the operations of Universal Beijing Resort, which opened in
September 2021.
Revenue decreased 11.5% to $17.9 billion. Excluding the impact of foreign currency, Sky revenue decreased due to decreases in direct-to-
consumer, content and advertising revenue.
• Adjusted EBITDA increased 7.0% to $2.5 billion. Excluding the impact of foreign currency, Sky Adjusted EBITDA increased due to decreases in
programming and production expenses, which more than offset increases in direct network costs and other expenses and the decreases in revenue.
• We recorded goodwill and long-lived asset impairments related to our Sky segment totaling $8.6 billion in connection with our 2022 annual
impairment assessment. The impairments primarily reflected an increased discount rate and reduced estimated future cash flows as a result of
macroeconomic conditions in Sky’s territories.
Other
• Our consolidated joint venture with Charter Communications, now named Xumo, was formed in June 2022 to focus on developing and offering a
streaming platform on a variety of devices, including XClass TV smart televisions, and also operates the Xumo Play streaming service.
•
•
SkyShowtime, our direct-to-consumer streaming service joint venture with Paramount Global, launched in select European markets beginning in
September 2022 and will launch in additional European markets in 2023.
Corporate and Other Adjusted EBITDA losses of $1.4 billion remained consistent with the prior year primarily due to increased losses from Sky
Glass and Xumo, offset by lower administrative costs.
• Our Board of Directors approved a new share repurchase program authorization of $20 billion, effective September 13, 2022. Repurchased a total
of 332 million shares of our Class A common stock for $13.0 billion in 2022 compared to a total of 73.2 million shares of our Class A common
stock for $4.0 billion in 2021. Raised our dividend by $0.08 to $1.08 per share on an annualized basis in January 2022 and paid $4.7 billion of
dividends in 2022.
37
Comcast 2022 Annual Report on Form 10-K
Table of Contents
COVID-19 has impacted our businesses in a number of ways, affecting the comparability of periods included in this report. The most significant continuing
impacts have resulted from temporary restrictions and closures at our international theme parks. The continuing effects of COVID-19, in addition to
worsening U.S., European and global economic conditions and consumer sentiment, may adversely impact demand for our products and services, including
advertising, and our results of operations over the near to medium term. In addition, changes in foreign currency exchange rates have impacted our results
of operations in our Sky and Theme Parks segments as a result of the strengthening of the U.S. dollar in 2022 compared to the prior year.
Consolidated Operating Results
Year ended December 31 (in millions, except per share data)
Revenue
Costs and Expenses:
Programming and production
Other operating and administrative
Advertising, marketing and promotion
Depreciation
Amortization
Goodwill and long-lived assets impairments
Total costs and expenses
Operating income
Interest expense
Investment and other income (loss), net
Income before income taxes
Income tax expense
Net income
Less: Net income (loss) attributable to noncontrolling interests
Net income attributable to Comcast Corporation
Basic earnings per common share attributable to Comcast
Corporation shareholders
Diluted earnings per common share attributable to
Comcast Corporation shareholders
Adjusted EBITDA
(a)
Percentage changes that are considered not meaningful are denoted with NM.
$
$
$
$
2022
2021
$
121,427 $
116,385 $
2020
103,564
% Change
2021 to 2022
4.3 %
% Change
2020 to 2021
12.4 %
38,213
38,263
8,506
8,724
5,097
8,583
107,385
14,041
(3,896)
(861)
9,284
(4,359)
4,925
(445)
5,370 $
1.22 $
1.21 $
38,450
35,619
7,695
8,628
5,176
—
95,568
20,817
(4,281)
2,557
19,093
(5,259)
13,833
(325)
14,159 $
3.09 $
3.04 $
33,121
33,109
6,741
8,320
4,780
—
86,071
17,493
(4,588)
1,160
14,065
(3,364)
10,701
167
10,534
2.30
2.28
36,459 $
34,708 $
30,826
(0.6)
7.4
10.5
1.1
(1.5)
NM
12.4
(32.5)
(9.0)
NM
(51.4)
(17.1)
(64.4)
36.9
(62.1)%
(60.5)%
(60.2)%
5.0 %
16.1
7.6
14.2
3.7
8.3
NM
11.0
19.0
(6.7)
120.4
35.7
56.3
29.3
NM
34.4 %
34.3 %
33.3 %
12.6 %
(a) Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measure” section on page 52 for additional information, including our definition and our use of
Adjusted EBITDA, and for a reconciliation from net income attributable to Comcast Corporation to Adjusted EBITDA.
Comcast 2022 Annual Report on Form 10-K
38
Table of Contents
Consolidated Revenue
The following graph illustrates the contributions to the change in consolidated revenue made by our Cable Communications, NBCUniversal and Sky
segments, as well as by Corporate and Other activities, including eliminations.
The primary drivers of the change in revenue from 2021 to 2022 were as follows:
• Growth in our NBCUniversal segments driven by increased revenue in the Theme Parks, Studios and Media segments.
• Growth in our Cable Communications segment driven by increased broadband, business services, wireless and advertising, partially offset by
decreased video, voice and other revenue.
• Growth in Corporate and Other revenue driven by sales of Sky Glass televisions, Spectacor revenue and Xumo revenue related to the Xumo Play
streaming service.
• A decrease in our Sky segment driven by decreased direct-to-consumer, content and advertising revenue, as well as the impact of foreign currency
translation.
Revenue for our segments and other businesses is discussed separately below under the heading “Segment Operating Results.”
Consolidated Costs and Expenses
The following graph illustrates the contributions to the change in consolidated costs and expenses, excluding depreciation expense, amortization expense,
and goodwill and long-lived asset impairments, made by our Cable Communications, NBCUniversal and Sky segments, as well as by Corporate and Other
activities, including adjustments and eliminations.
39
Comcast 2022 Annual Report on Form 10-K
Table of Contents
The primary drivers of the change in consolidated costs and expenses, excluding depreciation expense, amortization expense, and goodwill and long-lived
asset impairments, from 2021 to 2022 were as follows:
• An increase in NBCUniversal expenses due to increases in our Studios, Media and Theme Parks segments.
• An increase in Cable Communications segment expenses due to increased other expenses and technical and product support costs, partially offset
by decreases in programming expense; franchise and other regulatory fees; advertising, marketing and promotion expenses; and customer service
expenses.
• An increase in Corporate and Other expenses primarily due to costs related to Sky Glass, Xumo and Spectacor.
• A decrease in Sky segment expenses primarily due to a decrease in programming and production costs, partially offset by increases in direct
network costs and other expenses, as well as the impacts of foreign currency translation.
Costs and expenses for our segments and our corporate operations, business development initiatives and other businesses are discussed separately below
under the heading “Segment Operating Results.”
Consolidated Depreciation and Amortization Expense
Year ended December 31 (in millions)
Cable Communications
NBCUniversal
Sky
Corporate and Other
Comcast Consolidated
2022
7,811 $
2,562
3,169
279
13,821 $
2021
7,811 $
2,466
3,379
147
13,804 $
2020
7,753
2,307
3,034
6
13,100
$
$
% Change
2021 to 2022
% Change
2020 to 2021
— %
3.9
(6.2)
89.8
0.1 %
0.7 %
6.9
11.4
NM
5.4 %
Percentage changes that are considered not meaningful are denoted with NM.
Corporate and Other depreciation and amortization increased primarily due to business development initiatives. NBCUniversal depreciation and
amortization expense increased primarily due to the opening of Universal Beijing Resort in September 2021. Sky depreciation and amortization expense
decreased primarily due to the impacts of foreign currency, partially offset by increased amortization of software. Cable Communications depreciation and
amortization expense remained consistent with the prior year.
Amortization expense from acquisition-related intangible assets totaled $2.2 billion, $2.4 billion and $2.3 billion for 2022, 2021 and 2020, respectively.
Amounts primarily relate to customer relationship intangible assets recorded in connection with the Sky transaction in the fourth quarter of 2018 and the
NBCUniversal transaction in 2011.
Consolidated Goodwill and Long-lived Asset Impairments
Goodwill and long-lived asset impairments included charges related to our Sky segment totaling $8.6 billion for 2022 recognized in connection with our
annual impairment assessment. The impairments primarily reflected an increased discount rate and reduced estimated future cash flows as a result of
macroeconomic conditions in Sky’s territories. See “Critical Accounting Judgments and Estimates” and Note 10 for further discussion.
Consolidated Interest Expense
Interest expense decreased in 2022 compared to 2021 primarily due to a decrease in average debt outstanding and $204 million of charges recorded in 2021
related to the early redemption of senior notes, partially offset by higher weighted-average interest rates.
Consolidated Investment and Other Income (Loss), Net
Year ended December 31 (in millions)
Equity in net income (losses) of investees, net
Realized and unrealized gains (losses) on equity securities, net
Other income (loss), net
Total investment and other income (loss), net
Comcast 2022 Annual Report on Form 10-K
40
$
$
2022
(537) $
(320)
(3)
(861) $
2021
2,006 $
339
211
2,557 $
2020
(113)
1,014
259
1,160
Table of Contents
The change in equity in net income (losses) of investees, net in 2022 compared to 2021 was primarily due to our investment in Atairos. The income (losses)
at Atairos were driven by fair value adjustments on its underlying investments with income (loss) of $(434) million and $1.8 billion in 2022 and 2021,
respectively. The change in realized and unrealized gains (losses) on equity securities, net in 2022 compared to 2021 was primarily due to gains on
nonmarketable securities in the prior year, while losses on marketable securities were consistent in both years. The change in other income (loss), net in
2022 compared to 2021 primarily resulted from losses on insurance contracts and equity method investment impairments.
Consolidated Income Tax (Expense) Benefit
Our effective income tax rate in 2022 and 2021 was 47.0% and 27.5%, respectively.
Income tax expense for 2022 was affected by changes in our net deferred tax liabilities as a result of the enactment of tax law changes, including
$286 million of benefit in 2022 related to state taxes and $498 million of expense in 2021 in the United Kingdom. Our effective income tax rate for 2022
was also impacted by the goodwill impairment, which was primarily not deductible for tax purposes. See Note 5 for additional information on our effective
income tax rate.
Consolidated Net Income (Loss) Attributable to Noncontrolling Interests
The changes in net income (loss) attributable to noncontrolling interests in 2022 compared to 2021 was primarily due to the operations of our Xumo
streaming platform joint venture in the current year and increased losses at Universal Beijing Resort due to operations in the current year compared to pre-
opening costs in the prior year in advance of the park’s opening in September 2021 (see Note 8).
41
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Segment Operating Results
Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use Adjusted
EBITDA as the measure of profit or loss for our operating segments.
See Note 2 for our definition of Adjusted EBITDA and a reconciliation from the aggregate amount of Adjusted EBITDA for our reportable business
segments to consolidated income before income taxes.
Cable Communications Segment Results of Operations
Revenue and Adjusted EBITDA
Residential Customer Relationships
(in billions)
(in millions)
Year ended December 31 (in millions)
Revenue
Residential:
Broadband
Video
Voice
Wireless
Business services
Advertising
Other
Total revenue
Costs and expenses
Programming
Technical and product support
Customer service
Advertising, marketing and promotion
Franchise and other regulatory fees
Other
Total costs and expenses
Adjusted EBITDA
2022
2021
2020
% Change
2021 to 2022
% Change
2020 to 2021
$
$
24,469 $
21,314
3,010
3,071
9,700
3,067
1,687
66,318
13,884
9,109
2,292
3,840
1,637
6,153
36,915
29,403 $
22,979 $
22,079
3,417
2,380
8,933
2,820
1,719
64,328
14,285
8,566
2,347
3,938
1,806
5,290
36,231
28,097 $
20,599
21,937
3,532
1,574
8,191
2,594
1,624
60,051
13,498
8,022
2,432
3,759
1,625
5,445
34,781
25,270
6.5 %
(3.5)
(11.9)
29.0
8.6
8.8
(1.9)
3.1
(2.8)
6.3
(2.4)
(2.5)
(9.4)
16.3
1.9
4.6 %
11.6 %
0.6
(3.3)
51.2
9.1
8.7
5.9
7.1
5.8
6.8
(3.5)
4.8
11.1
(2.8)
4.2
11.2 %
Comcast 2022 Annual Report on Form 10-K
42
Table of Contents
Customer Metrics
Our customer relationships net additions were lower in 2022 as compared to 2021 primarily due to decreased growth in our broadband net additions and
also reflected accelerated net losses in our video and voice customers. In a reversal from pandemic trends, our broadband net addition growth has slowed
primarily reflecting continued low household move levels and an increasingly competitive environment.
(in thousands)
Customer relationships
Residential customer relationships
Business services customer relationships
Total customer relationships
Residential customer relationships mix
One product customers
Two product customers
Three or more product customers
Broadband
Residential customers
Business services customers
Total broadband customers
Video
Residential customers
Business services customers
Total video customers
Voice
Residential customers
Business services customers
Total voice customers
Wireless
Wireless lines
2022
2021
2020
2022
2021
2020
Net Additions / (Losses)
31,782
2,510
34,293
15,652
8,188
7,942
29,812
2,339
32,151
15,554
589
16,142
7,912
1,369
9,282
31,728
2,489
34,218
14,330
8,407
8,992
29,583
2,318
31,901
17,495
681
18,176
9,062
1,391
10,454
30,692
2,426
33,119
12,408
8,734
9,550
28,326
2,248
30,574
18,993
852
19,846
9,645
1,357
11,002
54
21
75
1,322
(218)
(1,050)
230
21
250
(1,941)
(93)
(2,034)
(1,150)
(22)
(1,172)
1,036
63
1,099
1,922
(328)
(558)
1,257
70
1,327
(1,498)
(171)
(1,669)
(583)
34
(548)
5,313
3,980
2,826
1,334
1,154
1,569
30
1,599
2,187
(188)
(429)
1,937
34
1,971
(1,295)
(114)
(1,408)
(289)
15
(275)
774
Customer metrics are presented based on actual amounts. Customer relationships represent the number of residential and business customers that subscribe 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 our services, respectively. For multiple dwelling units
(“MDUs”), including buildings located on college campuses, whose residents have the ability to receive additional services, such as additional programming choices or our HD video 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 receive additional services, the MDU
is counted as a single customer. Residential broadband and video customer metrics include certain customers that have prepaid for services. Business customers are generally counted based on the
number of locations receiving services within our distribution system, with certain offerings such as Ethernet network services counted as individual customer relationships. Wireless lines
represent the number of activated, eligible wireless devices on customers’ accounts. Individual customer relationships may have multiple wireless lines. Customer metrics in 2020 and 2021 did
not include customers in certain pandemic-related programs through which portions of our customers temporarily received our services for free. These programs ended in December 2021,
resulting in a one-time benefit to net additions in 2022.
Average monthly total revenue per customer relationship
Average monthly Adjusted EBITDA per customer relationship
2022
161.33 $
71.53 $
2021
159.22 $
69.55 $
$
$
2020
154.84
65.16
% Change 2022 to
2021
1.3 %
2.9 %
% Change 2021 to
2020
2.8 %
6.7 %
Average monthly total revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services received by our
residential and business services customers, as well as changes in advertising revenue. While revenue from our residential broadband, video, voice and
wireless services is also impacted by changes in the allocation of revenue among services sold in a bundle, the allocation does not impact average monthly
total revenue per customer relationship. Each of our services has a different contribution to operating margin. We use average monthly Adjusted EBITDA
per customer relationship to evaluate the profitability of our customer base across our service offerings. We believe both metrics are useful to understand
the trends in our business, and average monthly Adjusted EBITDA per customer relationship is useful particularly as we continue to focus on growing our
higher-margin businesses.
43
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Cable Communications Segment – Revenue
We are a leading provider of broadband, video, voice, wireless, and other services to residential customers in the United States under the Xfinity brand; we
also provide these and other services to business customers and sell advertising. We market our services to residential and business customers individually
and as bundled services at a discounted rate.
Residential revenue includes amounts earned for providing our broadband, video, voice and wireless services, including equipment and installation
services. Residential broadband revenue also includes revenue earned related to our customers’ use of Flex and streaming services, and wireless revenue
also includes device sales. Revenue from each of our residential services is impacted by changes in the allocation of revenue among services sold in a
bundle. Franchise and regulatory fees billed to our customers are included with the relevant service, which primarily relate to video and voice services.
Broadband revenue increased in 2022 primarily due to an increase in average rates and an increase in the number of residential broadband customers.
Video revenue decreased in 2022 primarily due to a decline in the number of residential video customers, partially offset by an increase in average rates.
We expect that the number of residential video customers will continue to decline, negatively impacting video revenue as a result of the competitive
environment and shifting video consumption patterns.
Voice revenue decreased in 2022 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.
Wireless revenue increased in 2022 primarily due to an increase in the number of customer lines and device sales.
Business services revenue from our business customers includes our service offerings for small business locations, which primarily include broadband,
voice and video services, as well as our solutions for medium-sized customers and larger enterprises, and cellular backhaul services to mobile network
operators.
Business services revenue increased in 2022 primarily due to increases in average rates and customer relationships compared to the prior year and due to
the acquisition of Masergy in October 2021.
Advertising revenue consists of the sale of advertising on linear television and digital platforms to local, regional and national advertisers, including
where we represent the advertising sales efforts of other multichannel video providers, and revenue from our advanced advertising business.
Advertising revenue increased in 2022 primarily due to increases in political advertising and revenue from our advanced advertising business. These
increases were partially offset by lower local and national advertising revenue, and by advertising revenue at our Xumo Play streaming service, which is a
part of our Xumo streaming platform that has been reported in Corporate and Other since June 2022.
Other revenue primarily relates to our security and automation services and also includes revenue related to residential customer late fees and related to
other services, such as the licensing of our technology platforms to other multichannel video providers.
Cable Communications Segment – Costs and Expenses
Programming expenses, which represent our most significant operating expense, are the fees we incur to provide content to our customers. These
expenses represent the programming license fees charged by content providers, including the fees related to the distribution of cable and broadcast network
programming and fees charged for retransmission of the signals from local broadcast television stations.
Programming expenses decreased in 2022 primarily due to a decline in the number of video subscribers, partially offset by contractual rate increases.
We expect that our programming expenses will be impacted by rate increases to a greater extent in 2023 compared to 2022 due to the timing of contract
renewals, which will be offset by expected declines in the number of residential video customers.
Technical and product support expenses include costs to complete service call and installation activities; costs for network operations, product
development, fulfillment and provisioning; the cost of wireless handsets, tablets and smart watches sold to customers; and monthly wholesale wireless
access fees.
Technical and product support expenses increased in 2022 primarily due to increased costs associated with our wireless phone service resulting from
increases in device sales and the number of customers receiving the service, and the acquisition of Masergy, partially offset by lower personnel costs.
Comcast 2022 Annual Report on Form 10-K
44
Table of Contents
Customer service expenses include the personnel and other costs associated with handling the sale of services to customers and customer service
activity.
Customer service expenses decreased in 2022 primarily due to lower labor costs as a result of reduced call volumes.
Advertising, marketing and promotion expenses include the costs associated with attracting new customers and promoting our service offerings.
Advertising, marketing and promotion expenses decreased in 2022 primarily due to a decrease in spending.
Franchise and other regulatory fees represent the fees we are required to pay to federal, state and local authorities, including fees under the terms of our
cable franchise agreements.
Franchise and other regulatory fees decreased in 2022 primarily due to a decrease in the revenue to which the fees apply and a decrease in the related rates
of these fees.
Other expenses primarily include administrative personnel costs; fees paid to third-party channels for which Cable represents the advertising sales
efforts; other business support costs, including building and office expenses, taxes and billing costs; and bad debt.
Other expenses increased in 2022 primarily due to lower levels of bad debt expense in the prior year and severance charges in the current year.
Cable Communications Segment – Operating Margin
Our operating margin is Adjusted EBITDA as a percentage of revenue. We believe this metric is useful particularly as we continue to focus on growing our
higher-margin businesses and improving overall cost management. Our operating margin was 44.3%, 43.7% and 42.1% in 2022, 2021 and 2020,
respectively.
45
Comcast 2022 Annual Report on Form 10-K
Table of Contents
NBCUniversal Segments Overview
2022 NBCUniversal Segments Operating Results
(a)
Revenue
(in billions)
Adjusted EBITDA
(in billions)
(a) Segment details in the charts exclude the results of NBCUniversal Headquarters and Other and Eliminations and therefore the amounts do not equal the total. Revenue and Adjusted EBITDA
charts are not presented on the same scale.
Year ended December 31 (in millions)
Revenue
Media
Studios
Theme Parks
Headquarters and Other
Eliminations
Total revenue
Adjusted EBITDA
Media
Studios
Theme Parks
Headquarters and Other
Eliminations
Total Adjusted EBITDA
2022
2021
2020
% Change
2021 to 2022
% Change
2020 to 2021
$
$
$
$
23,406 $
11,622
7,541
75
(3,442)
39,203 $
3,212 $
942
2,683
(881)
(2)
5,955 $
22,780 $
9,449
5,051
87
(3,048)
34,319 $
4,569 $
884
1,267
(840)
(205)
5,675 $
18,936
8,134
2,094
53
(2,006)
27,211
5,574
1,041
(477)
(563)
(220)
5,355
2.7 %
23.0
49.3
(13.6)
(12.9)
14.2 %
(29.7)%
6.6
111.7
(4.8)
99.1
4.9 %
20.3 %
16.2
141.2
63.8
(51.9)
26.1 %
(18.0)%
(15.1)
NM
(49.3)
6.5
6.0 %
Percentage changes that are considered not meaningful are denoted with NM.
Comcast 2022 Annual Report on Form 10-K
46
Table of Contents
Media Segment Results of Operations
Year ended December 31 (in millions)
Revenue
Advertising
Distribution
Other
Total revenue
Costs and expenses
Programming and production
Other operating and administrative
Advertising, marketing and promotion
Total costs and expenses
Adjusted EBITDA
Media Segment – Revenue
2022
2021
2020
% Change
2021 to 2022
% Change
2020 to 2021
$
$
10,467 $
10,881
2,058
23,406
14,723
3,951
1,520
20,194
3,212 $
10,291 $
10,449
2,040
22,780
13,337
3,611
1,264
18,212
4,569 $
8,296
8,795
1,845
18,936
9,319
3,209
834
13,362
5,574
1.7 %
4.1
0.9
2.7
10.4
9.4
20.3
10.9
(29.7)%
24.1 %
18.8
10.5
20.3
43.1
12.5
51.4
36.3
(18.0)%
Advertising revenue consists of the sale of advertising on our television networks, Peacock and other digital properties.
Year ended December 31 (in millions)
Advertising
Advertising, excluding Olympics, Super Bowl and FIFA World
Cup
$
2022
10,467 $
2021
10,291 $
9,050
9,054
2020
8,296
8,296
% Change
2021 to 2022
1.7 %
—
% Change
2020 to 2021
24.1 %
9.1
Advertising revenue increased in 2022 compared to 2021 and included our broadcasts of the Beijing Olympics, Super Bowl and FIFA World Cup in 2022,
offset by our broadcast of the Tokyo Olympics in 2021. Excluding $1.4 billion and $1.2 billion of incremental revenue associated with the broadcasts of
these events in 2022 and 2021, respectively, advertising revenue remained consistent with the prior year primarily due to a decrease in revenue at our
networks, offset by increased revenue at Peacock. The decreases at our networks were primarily due to continued audience ratings declines and the impact
of additional sporting events in the prior year, partially offset by higher pricing in the current year and increased political advertising.
Distribution revenue includes the fees received from the distribution of our cable and broadcast television network programming to traditional and virtual
multichannel video providers and from NBC-affiliated and Telemundo-affiliated local broadcast television stations. Distribution revenue also includes
distribution revenue associated with our periodic broadcasts of the Olympic Games and subscription fees received from Peacock subscribers.
Year ended December 31 (in millions)
Distribution
Distribution, excluding Olympics
$
2022
10,881 $
10,554
2021
10,449 $
9,928
2020
8,795
8,795
% Change
2021 to 2022
4.1 %
6.3
% Change
2020 to 2021
18.8 %
12.9
Distribution revenue increased in 2022 compared to 2021 and included our broadcast of the Beijing Olympics in 2022, offset by our broadcast of the Tokyo
Olympics in 2021. Excluding $327 million and $522 million of incremental revenue associated with our broadcasts of the Beijing and Tokyo Olympics in
2022 and 2021, respectively, distribution revenue increased primarily due to increased revenue at Peacock. Distribution revenue at our networks remained
consistent with the prior year due to contractual rates increases, offset by a decline in the number of subscribers.
Other revenue primarily relates to the licensing of our owned programming and revenue generated by various digital properties.
* * *
We expect the number of subscribers and audience ratings at our networks will continue to decline as a result of the competitive environment and shifting
video consumption patterns. Media segment total revenue included $2.1 billion and $778 million related to Peacock in 2022 and 2021, respectively.
47
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Media Segment – Costs and Expenses
Programming and production costs include the amortization of owned and licensed programming, including sports rights, direct production costs,
production overhead, on-air talent costs and costs associated with the distribution of our programming to third-party networks and other distribution
platforms.
Programming and production costs increased in 2022 primarily due to higher programming costs at Peacock and costs associated with our broadcasts of the
Beijing Olympics, Super Bowl and FIFA World Cup in 2022, partially offset by costs associated with our broadcast of the Tokyo Olympics in 2021.
Other operating and administrative expenses include salaries, employee benefits, rent and other overhead expenses.
Other operating and administrative expenses increased in 2022 primarily due to increased costs related to Peacock.
Advertising, marketing and promotion expenses consist primarily of the costs associated with promoting content on our networks, Peacock and other
digital properties, as well as costs associated with promoting our platforms and digital properties.
Advertising, marketing and promotion expenses increased in 2022 primarily due to higher marketing costs related to Peacock.
Media segment total costs and expenses included $4.6 billion and $2.5 billion related to Peacock in 2022 and 2021, respectively. We expect to continue to
incur significant costs related to additional content and marketing as we invest in the platform and attract new customers.
* * *
Studios Segment Results of Operations
Year ended December 31 (in millions)
Revenue
Content licensing
Theatrical
Home entertainment and other
Total revenue
Costs and expenses
Programming and production
Other operating and administrative
Advertising, marketing and promotion
Total costs and expenses
Adjusted EBITDA
Studios Segment – Revenue
2022
2021
2020
% Change
2021 to 2022
% Change
2020 to 2021
$
8,713 $
1,607
1,302
11,622
8,186
797
1,697
10,680
7,565 $
691
1,193
9,449
6,820
667
1,078
8,565
$
942 $
884 $
6,557
418
1,159
8,134
5,413
813
867
7,093
1,041
15.2 %
132.5
9.2
23.0
20.0
19.4
57.4
24.7
6.6 %
15.4 %
65.4
2.9
16.2
26.0
(18.0)
24.3
20.7
(15.1)%
Content licensing revenue relates to the licensing of our owned film and television content in the United States and internationally to cable, broadcast
and premium networks and DTC streaming service providers, as well as through video on demand and pay-per-view services provided by multichannel
video providers and OTT service providers.
Content licensing revenue increased in 2022 primarily due to the timing of when content was made available by our television and film studios under
licensing agreements, including additional sales of content as production levels returned to normal, partially offset by the impact of a new licensing
agreement for content that became exclusively available for streaming on Peacock in 2021.
Theatrical revenue relates to the worldwide distribution of our produced and acquired films for exhibition in movie theaters.
Theatrical revenue increased in 2022 primarily due to the strong performances of releases in our 2022 slate, including Jurassic World: Dominion and
Minions: The Rise of Gru.
Home entertainment and other revenue consists of the sale of content on DVDs/Blu-ray discs and through digital distribution services, as well as the
production and licensing of live stage plays and the distribution of content produced by third parties. The overall DVD/Blu-ray discs market continues to
experience declines due to the maturation of the DVD/Blu-ray disc format from increasing shifts in consumer behavior toward digital distribution services
and subscription rental services, both of which generate less revenue per transaction than DVD/Blu-ray disc sales, as well as due to piracy.
Home entertainment and other revenue increased in 2022 primarily due to increased revenue related to our live stage plays, which were adversely impacted
by theater and entertainment venue closures in the prior year.
Comcast 2022 Annual Report on Form 10-K
48
Table of Contents
Studios Segment – Costs and Expenses
Programming and production costs include the amortization of capitalized film and television production and acquisition costs, residuals and
participations payments, and distribution expenses. The costs associated with producing film and television content have generally increased in recent years
and may continue to increase in the future.
Programming and production costs increased in 2022 due to higher costs associated with content licensing sales and theatrical releases in the current year.
Other operating and administrative expenses include salaries, employee benefits, rent and other overhead expenses.
Other operating and administrative expenses increased in 2022 primarily due to higher costs associated with live stage plays.
Advertising, marketing and promotion expenses consist primarily of expenses associated with advertising for our theatrical releases and the marketing
of DVDs/Blu-ray discs. The costs associated with marketing films have generally increased in recent years and may continue to increase in the future.
Advertising, marketing and promotion expenses increased in 2022 primarily due to higher spending on current period and upcoming theatrical film releases
in the current year.
Theme Parks Segment Results of Operations
Year ended December 31 (in millions)
Revenue
Costs and expenses
Adjusted EBITDA
2022
7,541 $
4,858
2,683 $
2021
5,051 $
3,783
1,267 $
2020
2,094
2,571
(477)
$
$
% Change
2021 to 2022
49.3 %
28.4
111.7 %
% Change
2020 to 2021
141.2 %
47.1
NM
Percentage changes that are considered not meaningful are denoted with NM.
Theme parks revenue primarily relates to guest spending at our theme parks, including ticket sales and in-park spending and our consumer products
business.
Theme park segment revenue increased in 2022 primarily due to improved operating conditions compared to 2021, when our theme parks in Orlando,
Hollywood and Japan were impacted by COVID-19 restrictions, as well as the operations of Universal Beijing Resort, which opened in September 2021.
Results at our international theme parks in the current year have been negatively impacted by fluctuations in foreign currency exchange rates and by
temporary restrictions and closures that were reinstituted in certain periods due to COVID-19.
Theme parks costs and expenses consist primarily of theme park operations, including repairs and maintenance and related administrative expenses;
food, beverage and merchandise costs; labor costs; and sales and marketing costs.
Theme park segment costs and expenses increased in 2022 primarily as a result of decreased operating costs in the prior year due to COVID-19 restrictions
at our theme parks and due to operating costs associated with Universal Beijing Resort in the current year, which were higher than pre-opening costs in the
prior year.
NBCUniversal Headquarters, Other and Eliminations
Headquarters and Other Results of Operations
Year ended December 31 (in millions)
Revenue
Costs and expenses
Adjusted EBITDA
$
$
2022
75 $
956
(881) $
2021
87 $
927
(840) $
2020
53
616
(563)
% Change
2021 to 2022
(13.6)%
3.1
(4.8)%
% Change
2020 to 2021
63.8 %
50.5
(49.3)%
Headquarters and other expenses include overhead, personnel costs and costs associated with corporate initiatives. Expenses increased in 2022 primarily
due to severance charges in the current year, partially offset by a decrease in employee-related costs compared to the prior year.
49
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Eliminations
Year ended December 31 (in millions)
Revenue
Costs and expenses
Adjusted EBITDA
2022
(3,442) $
(3,440)
(2) $
2021
(3,048) $
(2,843)
(205) $
2020
(2,006)
(1,786)
(220)
$
$
% Change
2021 to 2022
12.9 %
21.0
(99.1)%
% Change
2020 to 2021
51.9 %
59.0
(6.5)%
Amounts represent eliminations of transactions between our NBCUniversal segments, which are affected by the timing of recognition of content licenses
between our Studios and Media segments. Prior year amounts include the impact of a new licensing agreement for content that became exclusively
available for streaming on Peacock during the first quarter of 2021. Results of operations for NBCUniversal may be impacted as we continue to use content
on our platforms, including Peacock, rather than licensing the content to third parties.
For the years ended 2022, 2021 and 2020, approximately 41%, 42% and 34%, respectively, of Studios segment content licensing revenue resulted from
transactions with other segments, primarily with the Media segment. Eliminations will increase or decrease to the extent that additional content is made
available to our other segments. Refer to Note 2 for further discussion of transactions between our segments.
Sky Segment Results of Operations
Year ended December 31 (in millions)
Revenue
Direct-to-consumer
Content
Advertising
Total revenue
Costs and expenses
Programming and production
Direct network costs
Other
Total costs and expenses
Adjusted EBITDA
2022
2021
2020
% Change
2021 to 2022
% Change
2020 to 2021
Actual
Actual
Actual
Actual
$
$
14,621 $
1,138
2,187
17,946
16,455 $
1,341
2,489
20,285
6,830
2,652
5,939
15,420
2,526 $
8,949
2,612
6,364
17,925
2,359 $
15,223
1,373
1,998
18,594
8,649
2,086
5,905
16,640
1,954
(11.1)%
(15.2)
(12.1)
(11.5)
(23.7)
1.5
(6.7)
(14.0)
7.0 %
Constant
Currency
(a)
Change
(0.8)%
(5.5)
(1.9)
(1.2)
(15.0)
13.1
4.2
(4.1)
20.3 %
Actual
8.1 %
(2.3)
24.6
9.1
3.5
25.2
7.8
7.7
20.8 %
Constant
Currency
(a)
Change
2.0 %
(7.4)
18.4
3.1
(1.3)
17.1
2.0
2.2
10.2 %
(a) Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 52 for additional information, including our definition and our use of
constant currency, and for a reconciliation of Sky’s constant currency growth rates.
Customer Metrics
(in thousands)
Total customer relationships
2022
23,115
2021
23,027
2020
23,224
Net Additions / (Losses)
2022
88
2021
(198)
2020
(56)
Customer metrics are presented based on actual amounts. Customer relationships represent the number of residential customers that subscribe to at least one of Sky’s four primary services of
video, broadband, voice and wireless phone service. Sky reports business customers, including hotels, bars, workplaces and restaurants, generally based on the number of locations receiving our
services.
Average monthly direct-to-consumer revenue
per customer relationship
$
52.81 $
59.29 $
54.56
(10.9)%
(0.6)%
Actual
Actual
Actual
Actual
Constant
Currency
(a)
Growth
Actual
8.7 %
Constant
Currency
(a)
Growth
2.6 %
2022
2021
2020
% Change 2021 to 2022
% Change 2020 to 2021
(a) Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 52 for additional information, including our definition and our use of
constant currency, and for a reconciliation of Sky’s constant currency growth rates.
Comcast 2022 Annual Report on Form 10-K
50
Table of Contents
Average monthly direct-to-consumer revenue per customer relationship is impacted by rate adjustments and changes in the types and levels of services
received by Sky’s customers. Each of Sky’s services has a different contribution to Adjusted EBITDA. We believe average monthly direct-to-consumer
revenue per customer relationship is useful in understanding the trends in our business across all of our direct-to-consumer service offerings.
Sky Segment – Revenue
Direct-to-consumer revenue primarily relates to video services provided to both residential and business customers, as well as broadband, voice and
wireless services. Video service revenue includes both DTH video services and our NOW streaming service. Revenue from our wireless customers also
includes device sales.
Direct-to-consumer revenue decreased in 2022 compared to 2021. Excluding the impact of foreign currency, direct-to-consumer revenue decreased
primarily due to a lower number of customer relationships during the year and a decrease in average revenue per customer. The lower number of customer
relationships was driven by a decrease in Italy, partially offset by increases in the United Kingdom and Germany. The decrease in average revenue per
customer relationship reflects decreases in average rates in Italy and Germany, partially offset by an increase in average rates in the United Kingdom. The
decline in customer relationships and average revenue per customer relationship in Italy included the effects of the reduced broadcast rights for Serie A,
which we had held through the end of the 2020-21 season. Beginning with the 2021-22 season in the third quarter of 2021 and through the 2023-24 season,
we have nonexclusive broadcast rights to fewer matches. Sky results have been affected by worsening macroeconomic conditions in the United Kingdom
and continental Europe.
Content revenue relates to the distribution of our owned television channels on third-party platforms and the licensing of owned and licensed content.
Content revenue decreased in 2022 compared to 2021. Excluding the impact of foreign currency, content revenue decreased primarily due to lower sports
programming licensing revenue driven by changes in licensing agreements in Italy and Germany, partially offset by timing of licensing of owned content to
third-party platforms.
Advertising revenue consists of the sale of advertising across our platforms, including our owned television channels, and where we represent the sales
efforts of third-party channels, as well as revenue from various technology, tools and solutions relating to our advertising business.
Advertising revenue decreased in 2022 compared to 2021. Excluding the impact of foreign currency, advertising revenue decreased primarily due to
decreased advertising revenue associated with Serie A, partially offset by an overall market improvement in the United Kingdom in the first half of the year
compared to the prior year.
Sky Segment – Costs and Expenses
Programming and production costs primarily relate to content broadcast on our channels. These costs include the amortization of owned and licensed
programming, including sports rights, direct production costs, production overhead and on-air talent costs. These costs also include the fees associated with
programming distribution agreements for channels owned by third parties.
Programming and production costs decreased in 2022 compared to 2021. Excluding the impact of foreign currency, these costs decreased primarily
reflecting lower costs associated with Serie A in Italy as a result of the reduced broadcast rights and the timing of recognition of costs related to sporting
events. The timing impacts included the delayed start of 2020-21 European football seasons due to COVID-19 and the shifting of certain football matches
and the related programming expense to the first half of 2023 due to the 2022 FIFA World Cup, which occurred in the fourth quarter of 2022. Programming
and production costs were also impacted by lower costs associated with other sports contracts in Germany in the current year.
Direct network costs primarily include costs directly related to the supply of broadband and voice services, including wireless services for wireless
handsets and tablets, to our customers. This includes call costs, monthly wholesale access fees and other variable costs associated with our network. In
addition, it includes the cost of wireless devices sold to customers.
Direct network costs increased in 2022 compared to 2021. Excluding the impact of foreign currency, these expenses increased primarily due to an increase
in costs associated with Sky’s broadband and wireless phone services as a result of increases in the number of customers receiving these services and
wireless device sales.
Other expenses include costs related to marketing, fees paid to third-party channels for which Sky represents the advertising sales efforts, subscriber
management, supply chain, transmission, technology, fixed networks and general administrative costs.
Other expenses decreased in 2022 compared to 2021. Excluding the impact of foreign currency, these expenses increased primarily due to higher
administrative costs, including severance charges, partially offset by lower fees paid to third-party channels relating to advertising sales.
51
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Corporate, Other and Eliminations
Corporate and Other Results of Operations
Year ended December 31 (in millions)
Revenue
Costs and expenses
Adjusted EBITDA
2022
863 $
2,223
(1,361) $
2021
461 $
1,819
(1,358) $
2020
248
2,033
(1,785)
$
$
% Change
2021 to 2022
87.1 %
22.3
(0.2)%
% Change
2020 to 2021
86.1 %
(10.5)
23.9 %
Corporate and Other primarily includes overhead and personnel costs, the results of other business initiatives and Comcast Spectacor, which owns the
Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania. Other business initiatives primarily include results associated with Sky
Glass smart televisions and the related hardware sales and beginning in June 2022, the operations of Xumo, our consolidated streaming platform joint
venture.
Corporate and Other revenue increased in 2022 primarily due to sales of Sky Glass smart televisions, increases at Comcast Spectacor compared to the prior
year which included the impacts of COVID-19 and revenue at Xumo related to the Xumo Play streaming service.
Corporate and Other expenses increased in 2022 primarily due to costs related to Sky Glass and Xumo, partially offset by lower administrative costs. We
expect to incur increased costs in 2023 related to Xumo.
Eliminations
Year ended December 31 (in millions)
Revenue
Costs and expenses
Adjusted EBITDA
2022
(2,903) $
(2,838)
(64) $
2021
(3,008) $
(2,942)
(65) $
2020
(2,540)
(2,572)
32
$
$
% Change
2021 to 2022
(3.5)%
(3.5)
(1.7)%
% Change
2020 to 2021
18.5 %
14.4
NM
Percentage changes that are considered not meaningful are denoted with NM.
Amounts represent eliminations of transactions between Cable Communications, NBCUniversal, Sky and other businesses. Eliminations of transactions
between NBCUniversal are presented separately. Amounts reflect increases in eliminations associated with the Beijing and Tokyo Olympics in 2022 and
2021, respectively. Refer to Note 2 for a description of transactions between our segments.
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses
as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and
amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business
combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the results of entities that we do not
consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this
financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources
and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we
believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in
our industries, although our measure of Adjusted EBITDA may not be directly comparable 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, income
tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as
impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude
from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period
comparability of our operating performance.
Comcast 2022 Annual Report on Form 10-K
52
Table of Contents
We reconcile consolidated Adjusted EBITDA to net income attributable to Comcast Corporation. This measure should not be considered a substitute for
operating income (loss), net income (loss), net income (loss) attributable to Comcast Corporation, or net cash provided by operating activities that we have
reported in accordance with GAAP.
Reconciliation from Net Income Attributable to Comcast Corporation to Adjusted EBITDA
Year ended December 31 (in millions)
Net income attributable to Comcast Corporation
Net income (loss) attributable to noncontrolling interests
Income tax expense
Investment and other (income) loss, net
Interest expense
Depreciation
Amortization
Goodwill and long-lived asset impairments
Adjustments
Adjusted EBITDA
(a)
2022
5,370 $
(445)
4,359
861
3,896
8,724
5,097
8,583
13
36,459 $
2021
14,159 $
(325)
5,259
(2,557)
4,281
8,628
5,176
—
87
34,708 $
2020
10,534
167
3,364
(1,160)
4,588
8,320
4,780
—
233
30,826
$
$
(a) Amounts represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA, including costs related to our investment portfolio, and Sky
transaction-related costs in 2021 and 2020. 2020 also includes $177 million related to a legal settlement.
Constant Currency
Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated
effects of foreign currency exchange rate fluctuations. Certain of our businesses, including Sky, have operations outside the United States that are
conducted in local currencies. 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 Sky segment, we use constant currency and constant currency growth rates to evaluate the underlying performance of the business,
and we believe it is helpful for investors 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
the current year rather than the actual exchange rates that were in effect during the respective prior year.
Reconciliation of Sky Constant Currency Growth Rates
Year ended December 31 (in millions, except per customer data)
Revenue
Direct-to-consumer
Content
Advertising
Total revenue
Costs and expenses
Programming and production
Direct network costs
Other
Total costs and expenses
Adjusted EBITDA
Average monthly direct-to-consumer revenue per
customer relationship
Other Adjustments
2022
Actual
14,621 $
1,138
2,187
17,946
6,830
2,652
5,939
15,420
2,526 $
2021
Constant
Currency
% Change 2021 to
2022
Constant
Currency Change
14,739
1,204
2,229
18,172
8,031
2,344
5,698
16,074
2,099
(0.8)% $
(5.5)
(1.9)
(1.2)
(15.0)
13.1
4.2
(4.1)
20.3 % $
2021
Actual
16,455 $
1,341
2,489
20,285
8,949
2,612
6,364
17,925
2,359 $
2020
Constant
Currency
% Change 2020 to
2021
Constant Currency
Change
16,125
1,448
2,101
19,675
9,064
2,230
6,239
17,533
2,142
2.0 %
(7.4)
18.4
3.1
(1.3)
17.1
2.0
2.2
10.2 %
52.81 $
53.11
(0.6)% $
59.29 $
57.79
2.6 %
$
$
$
From time to time, we present adjusted information, such as revenue, to exclude the impact of certain events, gains, losses or other charges. This adjusted
information is a non-GAAP financial measure. We believe, among other things, that the adjusted information may help investors evaluate our ongoing
operations and can assist in making meaningful period-over-period comparisons.
53
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Liquidity and Capital Resources
Year ended December 31 (in billions)
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
December 31 (in billions)
Cash and cash equivalents
Short-term and long-term debt
2022
26.4 $
(14.1) $
(16.2) $
$
$
$
$
$
2021
29.1 $
(13.4) $
(18.6) $
2022
4.7 $
94.8 $
2020
24.7
(12.0)
(6.5)
2021
8.7
94.8
Our businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term
liquidity and capital requirements, including fixed charges, through our cash flows from operating activities; existing cash, cash equivalents and
investments; available borrowings under our existing credit facility; and our ability to obtain future external financing. Refer to the “Contractual
Obligations” discussion below for additional information regarding our cash requirements. We anticipate that we will continue to use a substantial portion
of our cash flows from operating activities in repaying our debt obligations, funding our capital expenditures and cash paid for intangible assets, investing
in business opportunities, and returning capital to shareholders.
We maintain significant availability under our revolving credit facility and our commercial paper program to meet our short-term liquidity requirements.
Our commercial paper program generally provides a lower-cost source of borrowing to fund our short-term working capital requirements. As of
December 31, 2022, amounts available under our revolving credit facility, net of amounts outstanding under our commercial paper program and
outstanding letters of credit and bank guarantees, totaled $10.4 billion. We entered into a new revolving credit facility in March 2021 (see Note 6).
We are subject to customary covenants and restrictions set forth in agreements related to debt issued at Comcast and certain of our subsidiaries, including
the indentures governing our public debt securities and the credit agreement governing the Comcast revolving credit facility. Our credit facility contains a
financial covenant pertaining to leverage, which is the ratio of debt to EBITDA, as defined in the credit facility. Compliance with this financial covenant is
tested on a quarterly basis under the terms of the credit facility. As of December 31, 2022, we met this financial covenant by a significant margin, and we
expect to remain in compliance with this financial covenant and other covenants related to our debt. The covenants and restrictions in our revolving credit
facility do not apply to certain entities, including Sky and our international theme parks.
Operating Activities
Components of Net Cash Provided by Operating Activities
Year ended December 31 (in millions)
Operating income
Depreciation and amortization
Goodwill and long-lived asset impairments
Noncash share-based compensation
Changes in operating assets and liabilities
Payments of interest
Payments of income taxes
Proceeds from investments and other
Net cash provided by operating activities
2022
14,041 $
13,821
8,583
1,336
(3,006)
(3,413)
(5,265)
316
26,413 $
2021
20,817 $
13,804
—
1,315
(1,499)
(3,908)
(2,628)
1,246
29,146 $
2020
17,493
13,100
—
1,193
(178)
(3,878)
(3,183)
190
24,737
$
$
The variance in changes in operating assets and liabilities in 2022 compared to 2021 was primarily related to the timing of amortization and related
payments for our film and television costs, including the return to normal production levels and the timing of sporting events, as well as decreases in
deferred revenue, partially offset by accruals related to severance in 2022.
The decrease in payments of interest in 2022 was primarily due to the debt exchange in August 2021, including the impact of timing of interest payments,
reduced debt balances following repayments in the prior year and cash proceeds from the early settlement of interest rate swaps related to the collateralized
obligation.
The increase in income tax payments in 2022 was primarily due to the tax benefit from our senior notes exchange in 2021, which reduced tax payments by
$1.3 billion in the prior year, higher taxable income and higher payments relating to the preceding tax year.
Comcast 2022 Annual Report on Form 10-K
54
Table of Contents
The decrease in proceeds from investments and other compared to 2021 was primarily due to decreased cash distributions received from equity method
investments (see Note 8).
Investing Activities
Our most significant recurring investing activity has been capital expenditures, which are discussed further below. The increase in cash used in investing
activities in 2022 compared to 2021 was primarily due to purchases of short-term investments throughout the current year, increased capital expenditures
and increased cash paid for intangible assets related to software development. These increases were partially offset by the acquisition of Masergy in 2021,
increased proceeds from the sale of investments, including maturities of short-term investments in the current year, and decreased cash paid related to the
construction of Universal Beijing Resort in the current year.
In 2022, we formed the SkyShowtime joint venture with Paramount Global. The partners have committed to a multiyear funding plan, which began in
2022.
Capital Expenditures
Capital expenditures increased in 2022 primarily due to increased spending in our Theme Parks segment primarily related to Epic Universe and increases in
our Cable Communications segment, partially offset by decreases in spending in our Sky segment. The costs associated with the construction of Universal
Beijing Resort are presented separately in our consolidated statement of cash flows. See Note 8.
Our most significant capital expenditures are in our Cable Communications segment, and we expect that this will continue in the future. Cable
Communications’ capital expenditures increased primarily due to increased spending on line extensions, scalable infrastructure, support capital and
customer premise equipment. The table below summarizes the capital expenditures we incurred in our Cable Communications segment in 2022, 2021 and
2020.
Year ended December 31 (in millions)
Customer premise equipment
Scalable infrastructure
Line extensions
Support capital
Total
2022
2,293 $
2,851
1,824
600
7,568 $
2021
2,203 $
2,658
1,565
503
6,930 $
2020
2,333
2,289
1,394
589
6,605
$
$
We expect our capital expenditures for 2023 will be focused on increased investment in scalable infrastructure as we increase capacity and execute our
plans to upgrade our network to deliver multigigabit speeds, in line extensions for the expansion of both business services and residential passings in our
Cable Communications segment, and in the continued deployment of wireless gateways. In addition, we expect to continue investment in existing and new
attractions at our Universal theme parks, including the development of Epic Universe. Capital expenditures for subsequent years will depend on numerous
factors, including competition, changes in technology, regulatory changes, the timing and rate of deployment of new services, the capacity required for
existing services, the timing of new attractions at our theme parks and potential acquisitions.
Financing Activities
Net cash used in financing activities decreased in 2022 compared to 2021 primarily due to higher repurchases and repayments of debt in the prior year, the
change in other financing activities and proceeds from short-term borrowings, net in the current year. These decreases were partially offset by increases in
repurchases of common stock under our share repurchase program and employee plans and dividends paid in the current year. Other financing activities
included payments related to the redemption of NBCUniversal Enterprise redeemable subsidiary preferred stock in the prior year, the settlement of
derivative contracts and initial contributions related to our Xumo streaming platform joint venture received in the current year under a multiyear funding
plan.
In 2022, we issued $2.5 billion aggregate principal amount of fixed-rate senior notes maturing between 2025 and 2032, had net borrowings of $665 million
under our commercial paper program, and had borrowings of $252 million under the Universal Beijing Resort term loan. In 2022, we made total debt
repayments of $2.3 billion, primarily related to senior notes maturing in 2022.
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
our outstanding public notes and debentures, depending on various factors, such as market conditions. Any such repurchases may be effected through
privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Notes 6 and 8 for additional information on our
financing activities.
55
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Share Repurchases and Dividends
In the second quarter of 2021, we restarted our share repurchase program, which had been paused since the beginning of 2019. In September 2022, our
Board of Directors approved a new share repurchase program authorization of $20 billion, effective September 13, 2022. During 2022, we repurchased a
total of 332.0 million shares of our Class A common stock for $13.0 billion. As of December 31, 2022, we had $16.0 billion remaining under the new share
repurchase program authorization. Under the new authorization, which does not have an expiration date, we expect to repurchase additional shares of our
Class A common stock in the open market or in private transactions, subject to market and other conditions.
Our Board of Directors declared quarterly dividends totaling $4.8 billion in 2022. We paid dividends of $4.7 billion in 2022. In January 2023, our Board of
Directors approved an 7.4% increase in our dividend to $1.16 per share on an annualized basis. We expect to continue to pay quarterly dividends, although
each dividend is subject to approval by our Board of Directors.
The chart below summarizes our share repurchases under our publicly announced share repurchase program authorization and dividends paid in 2022, 2021
and 2020. In addition, we paid $321 million and $674 million in 2022 and 2021, respectively, related to employee taxes associated with the administration
of our share-based compensation plans.
Share Repurchases Under Share Repurchase Program Authorization and Dividends Paid
(in billions)
Contractual Obligations
The following table summarizes our most significant contractual obligations as of December 31, 2022:
As of December 31, 2022 (in billions)
Debt obligations
Programming and production obligations
(a)
$
(a) Amounts represent the face value of debt and exclude interest payments and a collateralized obligation (see Note 8).
Total
101.0 $
72.8
Within the next 12
months
Beyond the next
12 months
99.2
56.4
1.7 $
16.4
Our largest contractual obligations relate to our outstanding debt. As of December 31, 2022, our debt has a weighted-average time to maturity of
approximately 17 years and, including the effects of our derivative financial instruments, our debt had a weighted-average interest rate based on the stated
coupons of 3.59% and 93% of our debt obligations were fixed-rate debt. We typically fund and expect to continue to be able to fund debt maturities and
interest payments with cash flows generated in our operations; existing cash, cash equivalents and investments; or proceeds from additional external
financing. See Note 6 and Item 7A for additional information on our debt.
Comcast 2022 Annual Report on Form 10-K
56
Table of Contents
We also have significant contractual obligations associated with our programming and production expenses. NBCUniversal and Sky have multiyear
agreements for broadcast rights of sporting events, such as for the NFL, the Olympics and European football leagues, which represent the substantial
majority of our programming and production obligations. Cable Communications’ programming expenses related to the distribution of third-party
programmed channels are generally acquired under multiyear distribution agreements, with fees typically based on the number of customers that receive
the programming and the extent of distribution. As a result, the amounts included in the table above under fixed or minimum guaranteed commitments for
these distribution agreements are not material and we expect the total fees to be paid under these arrangements to be significantly higher than the amounts
included above. We have funded and expect to continue to be able to fund our programming and production obligations with the cash generated from our
operations. As of December 31, 2022, approximately 36% of cash payments related to our programming and production obligations are due after five years,
of which the vast majority related to multiyear sports rights agreements. See Note 4 for additional information on programming and production costs.
Our other contractual obligations relate primarily to operating leases (see Note 15) and other arrangements recorded in our consolidated balance sheet
and/or disclosed in the notes to our financial statements, including benefit plan obligations (see Note 11), liabilities for uncertain tax positions (see Note 5),
our remaining unfunded capital commitment to Atairos (see Note 8) and a contractual obligation related to an interest held by a third party in the revenue of
certain theme parks (see Note 15).
Guarantee Structure
Our debt is primarily issued at Comcast, although we also have debt at certain of our subsidiaries as a result of acquisitions and other issuances. A
substantial amount of this debt is subject to guarantees by Comcast and by certain subsidiaries that we have put in place to simplify our capital structure.
We believe this guarantee structure provides liquidity benefits to debt investors and helps to simplify credit analysis with respect to relative value
considerations of guaranteed subsidiary debt.
Debt and Guarantee Structure
December 31 (in billions)
Debt Subject to Cross-Guarantees
Comcast
Comcast Cable
NBCUniversal
(a)
(a)
Debt Subject to One-Way Guarantees
Sky
Other
(a)
Debt Not Guaranteed
Universal Beijing Resort
Other
(b)
Debt issuance costs, premiums, discounts, fair value adjustments for acquisition accounting and hedged
positions, net
Total debt
2022
88.4 $
0.9
1.6
90.9
5.2
0.1
5.3
3.5
1.3
4.8
(6.2)
94.8 $
2021
85.9
2.1
1.6
89.6
6.3
0.1
6.5
3.6
1.2
4.7
(6.0)
94.8
$
$
(a) NBCUniversal, Comcast Cable and Comcast Holdings (included within other debt subject to one-way guarantees) are each consolidated subsidiaries subject to the periodic reporting
requirements of the SEC. The guarantee structures and related disclosures in this section, together with Exhibit 22, satisfy these reporting obligations.
(b) Universal Beijing Resort debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. See Note 8 for additional information.
57
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Cross-Guarantees
Comcast, NBCUniversal and Comcast Cable (the “Guarantors”) fully and unconditionally, jointly and severally, guarantee each other’s debt securities.
NBCUniversal and Comcast Cable also guarantee other borrowings of Comcast, including its revolving credit facility. These guarantees rank equally with
all other general unsecured and unsubordinated obligations of the respective Guarantors. However, the obligations of the Guarantors under the guarantees
are structurally subordinated to the indebtedness and other liabilities of their respective non-guarantor subsidiaries. The obligations of each Guarantor are
limited to the maximum amount that would not render such Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance
provisions of U.S. and non-U.S. law. Each Guarantor’s obligations will remain in effect until all amounts payable with respect to the guaranteed securities
have been paid in full. However, a guarantee by NBCUniversal or Comcast Cable of Comcast’s debt securities, or by NBCUniversal of Comcast Cable’s
debt securities, will terminate upon a disposition of such Guarantor entity or all or substantially all of its assets.
The Guarantors are each holding companies that principally hold investments in, borrow from and lend to non-guarantor subsidiary operating companies;
issue and service third-party debt obligations; repurchase shares and pay dividends; and engage in certain corporate and headquarters activities. The
Guarantors are generally dependent on non-guarantor subsidiary operating companies to fund these activities.
As of December 31, 2022 and 2021, the combined Guarantors have noncurrent notes payable to non-guarantor subsidiaries of $128 billion and
$126 billion, respectively, and noncurrent notes receivable from non-guarantor subsidiaries of $30 billion. This financial information is that of the
Guarantors presented on a combined basis with intercompany balances between the Guarantors eliminated. The combined financial information excludes
financial information of non-guarantor subsidiaries. The underlying net assets of the non-guarantor subsidiaries are significantly in excess of the Guarantor
obligations. Excluding investments in non-guarantor subsidiaries, external debt and the noncurrent notes payable and receivable with non-guarantor
subsidiaries, the Guarantors do not have material assets, liabilities or results of operations.
One-Way Guarantees
Comcast provides full and unconditional guarantees of certain debt issued by Sky, including all of its senior notes, and other consolidated subsidiaries not
subject to the periodic reporting requirements of the SEC.
Comcast also provides a full and unconditional guarantee of $138 million principal amount of subordinated debt issued by Comcast Holdings. Comcast’s
obligations under this guarantee are subordinated and subject, in right of payment, to the prior payment in full of all of Comcast’s senior indebtedness,
including debt guaranteed by Comcast on a senior basis, and are structurally subordinated to the indebtedness and other liabilities of its non-guarantor
subsidiaries (for purposes of this Comcast Holdings discussion, Comcast Cable and NBCUniversal are included within the non-guarantor subsidiary
group). Comcast’s obligations as guarantor will remain in effect until all amounts payable with respect to the guaranteed debt have been paid in full.
However, the guarantee will terminate upon a disposition of Comcast Holdings or all or substantially all of its assets. Comcast Holdings is a consolidated
subsidiary holding company that directly or indirectly holds 100% and approximately 37% of our equity interests in Comcast Cable and NBCUniversal,
respectively.
As of December 31, 2022 and 2021, Comcast and Comcast Holdings, the combined issuer and guarantor of the guaranteed subordinated debt, have
noncurrent senior notes payable to non-guarantor subsidiaries of $97 billion and $96 billion, respectively, and noncurrent notes receivable from non-
guarantor subsidiaries of $28 billion and $29 billion, respectively. This financial information is that of Comcast and Comcast Holdings presented on a
combined basis with intercompany balances between Comcast and Comcast Holdings eliminated. The combined financial information excludes financial
information of non-guarantor subsidiaries of Comcast and Comcast Holdings. The underlying net assets of the non-guarantor subsidiaries of Comcast and
Comcast Holdings are significantly in excess of the obligations of Comcast and Comcast Holdings. Excluding investments in non-guarantor subsidiaries,
external debt, and the noncurrent notes payable and receivable with non-guarantor subsidiaries, Comcast and Comcast Holdings do not have material
assets, liabilities or results of operations.
Critical 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 that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.
Comcast 2022 Annual Report on Form 10-K
58
Table of Contents
We believe our judgments and related estimates associated with the valuation and impairment testing of goodwill and cable franchise rights and the
accounting for film and television costs 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 of Directors, and the Audit Committee has
reviewed the related disclosures below. See also Notes 4 and 10.
Valuation and Impairment Testing of Goodwill and Cable Franchise Rights
We assess the recoverability of our goodwill and indefinite-lived intangible assets, including cable franchise rights, annually as of July 1, or more
frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. The assessment of recoverability may first
consider qualitative factors to determine 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 an indefinite-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. In connection with our impairment assessment
process, in order to support our qualitative assessments, we typically perform quantitative assessments of our cable franchise rights and reporting units
approximately once every four years.
Goodwill
Goodwill results from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded
in the acquisition. We test goodwill for impairment at the reporting unit level and have concluded that our reporting units are generally the same as
our reportable segments. We evaluate the determination of our reporting units periodically or whenever events or substantive changes in circumstances
occur. When performing a quantitative assessment, we estimate the fair values 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 performing this analysis, we also consider multiples of earnings from comparable public companies and recent market transactions.
Pursuant to our practice of performing quantitative assessments of our reporting units approximately once every four years, our current year impairment
testing for goodwill in our Cable Communications and NBCUniversal segments was based on quantitative assessments. Based on these assessments, the
estimated fair values of these reporting units substantially exceeded their carrying values and no impairment was required. The goodwill in our Sky
segment resulted from our acquisition of Sky in the fourth quarter of 2018 and has been in close proximity to its carrying value. We performed a
quantitative assessment for goodwill in our Sky reporting unit in the current year and determined that the fair value had declined, resulting in an
impairment of $8.1 billion (see Note 10). In preparing the quantitative assessment, we estimated the fair value of the Sky reporting unit using a discounted
cash flow analysis. The significant judgments in the discounted cash flow analysis for the Sky reporting unit included estimated future cash flows generated
by the business, including the estimated impacts of macroeconomic conditions in the Sky territories, and the selection of the discount rate, which increased
by 125 basis points compared to the analysis in 2021. We evaluated the fair value indicated under the discounted cash flow model considering multiples of
earnings from comparable public companies and recent market transactions.
Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including expected cash flows,
competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an additional
impairment charge.
Cable Franchise Rights
Our 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 a specified geographic area. The value of a franchise is derived from the economic benefits we receive from the right to solicit new customers and to
market additional services in a particular service area. The amounts we record for cable franchise rights are primarily a result of cable system acquisitions.
Typically when we acquire a cable system, the most significant asset we record is the value of the cable franchise rights. Often these cable system
acquisitions include multiple franchise areas. We currently serve more than 6,500 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
other factors that limit the period over which these rights will contribute to our cash flows. Accordingly, we do not amortize our cable franchise rights.
For purposes of impairment testing, we have grouped the recorded values of our various cable franchise rights into our three Cable Communications
divisions or units of account. We evaluate the unit of account periodically to ensure our impairment testing is performed at an appropriate level.
59
Comcast 2022 Annual Report on Form 10-K
Table of Contents
When performing a quantitative assessment, we estimate the fair values of our cable franchise rights primarily based on a discounted cash flow analysis
that involves significant judgment, including the estimate of future cash flows and the selection of discount rates.
Pursuant to our practice of performing quantitative assessments of cable franchise rights approximately once every four years, our current year impairment
testing was based on a quantitative assessment. Based on this assessment, the estimated fair values of our franchise rights substantially exceeded their
carrying values and no impairment was required.
Changes in market conditions, laws and regulations and key assumptions made in future quantitative assessments, including expected cash flows,
competitive factors 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 Content
We capitalize costs for owned film and television content, including direct costs, production overhead, print costs, development costs and interest, as well
as acquired libraries. We have determined that the predominant monetization strategy for the substantial majority of our content is on an individual basis.
Amortization for owned content predominantly monetized on an individual basis and accrued costs associated with participations and residuals payments
are recorded using the individual film forecast computation method, which recognizes the costs in the same ratio as the associated ultimate revenue.
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’s initial release. These estimates are based on the distribution strategy and historical performance of similar content, as well as factors unique to the
content itself. The most sensitive factor affecting our estimate of ultimate revenue for a film intended for theatrical release is the film’s theatrical
performance, as subsequent revenue from the licensing and sale of a film has historically exhibited a high correlation to its theatrical performance. Upon a
film’s release, our estimates of revenue from succeeding markets, including from content licensing across multiple platforms and home entertainment sales,
are revised based on historical relationships and an analysis of current 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
series can be successfully licensed beyond its initial license window. Initial estimates of ultimate revenue are limited to the amount of revenue attributed to
the initial license window. Once it is determined that a television series or other owned television programming can be licensed beyond the initial license
window, revenue estimates for these additional windows or 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 years from the delivery of the most recent episode, if later.
We capitalize the costs of licensed content when the license period begins, the content is made available for use and the costs of the licenses are known.
Licensed content is amortized as the associated programs are used, incorporating estimated viewing patterns. We recognize the costs of multiyear, live-
event sports rights as the rights are utilized over the contract term based on estimated relative value. Estimated relative value is generally based on terms of
the contract and the nature of and potential revenue generation of the deliverables within the contract.
Capitalized film and television costs are subject to impairment testing when certain triggering events are identified. The substantial majority of our owned
content is evaluated for impairment on an individual title basis. Licensed content that is not part of a film group is tested for impairment primarily on a
channel, network or platform basis, with the exception of our broadcast networks and owned local broadcast television stations, which are tested on a
daypart basis. Sports rights are accounted for as executory contracts and are not subject to impairment. When performing an impairment assessment, we
estimate fair value primarily based on a discounted cash flow analysis that involves significant judgment, including market participant estimates of future
cash flows, which are supported by internal forecasts. Impairments of capitalized film and television costs were not material in any of the periods
presented.
Comcast 2022 Annual Report on Form 10-K
60
Table of Contents
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Interest 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 and volatility relating to the interest cost of our outstanding debt, we enter into various interest rate risk management derivative transactions in
accordance with our policy.
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. We do not engage in any speculative or leveraged derivative transactions.
Our interest rate derivative financial instruments, which primarily include cross-currency swaps and interest rate swaps, represent an integral part of our
interest rate risk management program.
The effect of our interest rate derivative financial instruments to our consolidated interest expense was a decrease of $66 million in 2022, a decrease of $2
million in 2021, and a decrease of $9 million in 2020. Interest rate derivative financial instruments may have a significant effect on consolidated interest
expense in the future.
The table below summarizes by contractual year of maturity the principal amount of our debt, notional amount of our interest rate instruments, effective
rates, and fair values subject to interest rate risk maintained by us as of December 31, 2022. We estimate interest rates on variable rate debt and swaps using
the relevant average implied forward rates through the year of maturity based on the yield curve in effect on December 31, 2022, plus the applicable
borrowing margin.
(in billions)
Debt
Fixed-rate debt
Average interest rate
(a)
Variable-rate debt
Average interest rate
$
$
Fixed-to-Variable Interest Rate Swaps
Notional amount
$
(b)
Average pay rate
Average receive rate
2023
2024
2025
2026
2027
Thereafter
Total
$
$
$
1.1
2.0 %
0.7
4.6 %
—
— %
— %
$
$
$
3.8
2.9 %
0.5
5.6 %
—
— %
— %
$
$
$
6.8
3.6 %
—
— %
—
— %
— %
$
$
$
5.1
2.4 %
—
— %
1.3
6.3 %
3.3 %
$
$
$
5.7
3.1 %
—
— %
0.3
6.2 %
3.6 %
$
$
$
74.2
3.6 %
3.1
4.4 %
1.0
6.6 %
4.2 %
$
$
$
96.7
3.5 %
4.3
4.6 %
2.5
6.4 %
3.7 %
Estimated
Fair Value as of
December 31, 2022
82.6
4.3
(0.3)
(a) Includes the effects of our fixed-to-fixed cross-currency swaps, which are discussed further below under the heading “Foreign Exchange Risk Management.”
(b) Notional amounts are used to calculate the interest to be paid or received and do not represent our exposure to credit loss. The estimated fair value approximates the amount of payments to be
made or proceeds to be received to settle the outstanding contracts, excluding accrued interest.
Additionally, we have a $5.2 billion variable rate term loan presented separately as a collateralized obligation that will mature in March 2024. This term
loan has an average interest rate of 5.7% estimated using December 31, 2022 implied forward rates through the year of maturity and its estimated fair value
was $5.2 billion. During 2022, we settled the variable-to-fixed interest rate swaps related to this collateralized obligation.
See Notes 1, 6 and 8 for additional information.
61
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Foreign Exchange Risk Management
We have significant operations in a number of countries outside the United States through Sky and NBCUniversal, and certain of our operations are
conducted in foreign currencies. The value of these currencies, primarily including the British pound, euro, Japanese yen and Chinese yuan, fluctuates
relative to the U.S. dollar. These changes could adversely affect the U.S. dollar equivalent value of our non-U.S. dollar operations, which could negatively
affect our business, financial condition and results of operations in a given period 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
instruments related to a significant portion of our foreign currency exposure for transactions denominated in currencies other than the functional currency
of the transacting entity. We enter into foreign currency forward contracts that change in value as currency exchange rates fluctuate to protect the functional
currency equivalent value of non-functional currency denominated assets, liabilities, commitments, and forecasted non-functional currency revenue and
expenses. In accordance with our policy, we hedge forecasted foreign currency transactions for periods generally not to exceed 30 months. As of December
31, 2022, we had foreign currency forwards designated as fair value hedges on $5.4 billion of our foreign currency intercompany loans receivable, and the
aggregate estimated fair value of these foreign currency forwards was a net liability of $56 million. There were no foreign currency forwards designated as
fair value hedges as of December 31, 2021. As of December 31, 2022 and 2021, we also had foreign currency forward contracts that were not designated as
fair value hedges with a total notional value of $4.9 billion and $8.0 billion, respectively. As of December 31, 2022 and 2021, the aggregate estimated fair
value of these foreign exchange contracts was a net asset of $73 million and $180 million, respectively.
We use cross-currency swaps as cash flow hedges for certain debt obligations denominated in a currency other than the functional currency of the issuer.
Cross-currency swaps effectively convert foreign currency denominated debt to debt denominated in the functional currency, which hedge currency
exchange risks associated with foreign currency denominated cash flows such as interest and principal debt repayments. As of December 31, 2022 and
2021, we had cross-currency swaps designated as cash flow hedges on $752 million and $1.6 billion of our foreign currency denominated debt,
respectively, and the aggregate estimated fair value of these cross-currency swaps was a net liability of $274 million and $53 million, respectively.
We are also exposed to foreign exchange risk on the consolidation of our foreign operations. We have foreign currency denominated debt and cross-
currency swaps designated as hedges of our net investments in certain of these subsidiaries. As of December 31, 2022 and 2021, the amount of foreign
currency denominated debt designated as hedges of our net investment in foreign subsidiaries was $7.6 billion and $8.2 billion, respectively, and the
notional amount of cross-currency swaps designated as hedges of our net investment in foreign subsidiaries was $2.5 billion and $3.6 billion, respectively.
As of December 31, 2022 and 2021, the aggregate estimated fair value of these cross-currency swaps was a net asset of $108 million and a net liability of
$104 million, respectively. The amount of pre-tax gains (losses) related to net investment hedges recognized in the cumulative translation adjustments
component of other comprehensive income (loss) were losses of $397 million in 2022, gains of $760 million in 2021 and losses of $686 million in 2020.
We have analyzed our foreign currency exposure related to our foreign operations as of December 31, 2022, including our hedging contracts, to identify
assets and liabilities denominated in a currency other than their functional currency. For those assets and liabilities, we then evaluated the effect of a
hypothetical 10% shift in currency exchange rates, inclusive of the effects of derivatives. The results of our analysis indicate that such a shift in exchange
rates would not have a material impact on our 2022 net income attributable to Comcast Corporation.
Counterparty Credit Risk Management
We manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the
creditworthiness of 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 in excess 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 and the counterparty’s credit ratings. As of December 31, 2022 and 2021, we were not required to post collateral
under the terms of these agreements, nor did we hold any collateral under the terms of these agreements.
Comcast 2022 Annual Report on Form 10-K
62
Table of Contents
Item 8: Comcast Corporation Financial Statements and Supplementary Data
Index
Report of Management
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income
Consolidated Statement of Comprehensive Income
Consolidated Statement of Cash Flows
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Note 2: Segment Information
Note 3: Revenue
Note 4: Programming and Production Costs
Note 5: Income Taxes
Note 6: Long-Term Debt
Note 7: Significant Transactions
Note 8: Investments and Variable Interest Entities
Note 9: Property and Equipment
Note 10: Goodwill and Intangible Assets
Note 11: Employee Benefit Plans
Note 12: Equity
Note 13: Share-Based Compensation
Note 14: Supplemental Financial Information
Note 15: Commitments and Contingencies
Page
64
65
67
68
69
70
71
72
72
73
75
80
82
84
86
86
89
90
92
93
94
95
95
63
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Report of Management
Management’s Report on Financial Statements
Our management is responsible for the preparation, integrity and fair presentation of information in the consolidated financial statements, including
estimates and judgments. The consolidated financial statements presented in this report have been prepared in accordance with accounting principles
generally accepted in the United States. Our management believes the consolidated financial statements and other financial information included in this
report fairly present, in all material respects, the financial condition, results of operations and cash flows as of and for the periods presented in this report.
The consolidated financial statements have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
report, which is included herein.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our system of internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external 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 our assets.
Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with
accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with
authorizations 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
a material 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
detect misstatements. 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 management concluded that the system of internal control over financial reporting was effective as of December 31, 2022. The effectiveness of internal
control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report,
which is included herein.
Audit Committee Oversight
The Audit Committee of the Board of Directors, which is comprised solely of independent directors, has oversight responsibility for our financial reporting
process and the audits of the consolidated financial statements and internal control over financial reporting. The Audit Committee meets regularly with
management and with our internal auditors and independent registered public accounting firm (collectively, the “auditors”) to review matters related to the
quality and 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
Committee recommended, and the Board of Directors approved, that the audited consolidated financial statements be included in this Form 10-K.
/s/ BRIAN L. ROBERTS
Brian L. Roberts
Chairman and
Chief Executive Officer
/s/ JASON S. ARMSTRONG
Jason S. Armstrong
Chief Financial Officer and Treasurer
/s/ DANIEL C. MURDOCK
Daniel C. Murdock
Executive Vice President, Chief
Accounting Officer and Controller
Comcast 2022 Annual Report on Form 10-K
64
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Comcast Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Comcast Corporation and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the
related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31,
2022, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as
of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the 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, 2022 and
2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting
principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to 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 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 reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial 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 error
or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
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 of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to
be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as 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 or
disclosures to which they relate.
Sky Goodwill - Refer to Note 10 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the Sky reporting unit to its carrying value.
65
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Report of Independent Registered Public Accounting Firm
The Company used the discounted cash flow model to estimate fair value, which requires management to make significant judgments related to discount rates and
forecasts of expected cash flows. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment
charge, or both.
The goodwill balance was $58.5 billion as of December 31, 2022, of which $18.1 billion was allocated to the Sky reporting unit. The Company performed its
annual goodwill impairment assessment as of July 1, 2022. As a result of an increased discount rate and reduced estimated future cash flows driven by
macroeconomic conditions in the Sky territories, the Company recognized a goodwill impairment charge of $8.1 billion in the third quarter of 2022 as the fair value
of the Sky reporting unit was determined to be less than its respective carrying value.
We identified goodwill for Sky as a critical audit matter because of the significant judgments made by management to estimate the fair value of the Sky reporting
unit. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing
audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate and forecasts of future
expected cash flows for the Sky reporting unit.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the discount rate and forecasts of future expected cash flows used by management to estimate the fair value of Sky included the
following, among others:
• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of
Sky, such as controls related to management’s selection of the discount rate and forecasts of future expected cash flows.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing
the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of
independent estimates and comparing those to the discount rate selected by management.
• We evaluated management’s ability to accurately forecast future revenue and cash flows by comparing prior year forecasts to actual results in the
respective years.
• We evaluated the reasonableness of management’s current revenue and cash flow forecasts by comparing such forecasts to historical results and to
forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.
Film and Television Costs - Refer to Note 4 to the financial statements
Critical Audit Matter Description
The Company amortizes capitalized film and television production costs that are predominantly monetized on an individual basis using the individual film forecast
computation method, which amortizes such costs using the ratio of current period revenue to the total remaining revenue forecasted to be realized, also known as
“ultimate revenue.” The estimates of ultimate revenue have a 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 on the
distribution strategy and historical performance of similar content, as well as factors unique to the content itself. Given the judgments necessary to estimate ultimate
revenue, auditing these estimates involved especially subjective judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to forecasts of ultimate revenue for individual film or television productions included the following, among others:
• We tested the effectiveness of management’s controls over its amortization of film and television costs, including controls over forecasts of ultimate
revenue.
• We tested management’s selection of inputs and assumptions, including considering the historical performance of similar titles, expected distribution
platforms, factors unique to the individual film or television production, and third-party projections.
• We evaluated the historical accuracy of management’s forecast of future revenues by comparing actual results to management’s historical estimates of
ultimate revenue.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 3, 2023
We have served as the Company’s auditor since 1963.
Comcast 2022 Annual Report on Form 10-K
66
Table of Contents
Comcast Corporation
Consolidated Statement of Income
Year ended December 31 (in millions, except per share data)
Revenue
Costs and Expenses:
Programming and production
Other operating and administrative
Advertising, marketing and promotion
Depreciation
Amortization
Goodwill and long-lived asset impairments
Total costs and expenses
Operating income
Interest expense
Investment and other income (loss), net
Income before income taxes
Income tax expense
Net income
Less: Net income (loss) attributable to noncontrolling interests
Net income attributable to Comcast Corporation
Basic earnings per common share attributable to Comcast Corporation shareholders
Diluted earnings per common share attributable to Comcast Corporation shareholders
$
$
$
See accompanying notes to consolidated financial statements.
2022
121,427
$
2021
116,385
$
2020
103,564
$
38,213
38,263
8,506
8,724
5,097
8,583
107,385
14,041
(3,896)
(861)
9,284
(4,359)
4,925
(445)
5,370
1.22
1.21
$
$
$
38,450
35,619
7,695
8,628
5,176
—
95,568
20,817
(4,281)
2,557
19,093
(5,259)
13,833
(325)
14,159
3.09
3.04
$
$
$
33,121
33,109
6,741
8,320
4,780
—
86,071
17,493
(4,588)
1,160
14,065
(3,364)
10,701
167
10,534
2.30
2.28
67
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Consolidated Statement of Comprehensive Income
Year ended December 31 (in millions)
Net income
Currency translation adjustments, net of deferred taxes of $310, $76 and $(331)
Cash flow hedges:
Deferred gains (losses), net of deferred taxes of $(18), $(36) and $26
Realized (gains) losses reclassified to net income, net of deferred taxes of $(3), $(4) and
$31
Employee benefit obligations and other, net of deferred taxes of $(11), $(16) and $20
Comprehensive income (loss)
Less: Net income (loss) attributable to noncontrolling interests
Less: Other comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to Comcast Corporation
$
$
2022
4,925
(4,242)
$
281
(192)
33
805
(445)
(29)
1,280
$
2021
13,833
(664)
229
(16)
54
13,436
(325)
7
13,755
$
$
2020
10,701
1,213
(101)
(147)
(68)
11,598
167
60
11,371
See accompanying notes to consolidated financial statements.
Comcast 2022 Annual Report on Form 10-K
68
Table of Contents
Comcast Corporation
Consolidated Statement of Cash Flows
Year ended December 31 (in millions)
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2022
2021
2020
$
4,925
$
13,833
$
10,701
Depreciation and amortization
Goodwill and long-lived asset impairments
Share-based compensation
Noncash interest expense (income), net
Net (gain) loss on investment activity and other
Deferred income taxes
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Current and noncurrent receivables, net
Film and television costs, net
Accounts payable and accrued expenses related to trade creditors
Other operating assets and liabilities
Net cash provided by operating activities
Investing Activities
Capital expenditures
Cash paid for intangible assets
Construction of Universal Beijing Resort
Purchase of spectrum
Acquisitions, net of cash acquired
Proceeds from sales of businesses and investments
Purchases of investments
Other
Net cash provided by (used in) investing activities
Financing Activities
Proceeds from (repayments of) short-term borrowings, net
Proceeds from borrowings
Repurchases and repayments of debt
Repurchases of common stock under repurchase program and employee plans
Dividends paid
Other
Net cash provided by (used in) financing activities
Impact of foreign currency on cash, cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
See accompanying notes to consolidated financial statements.
$
13,821
8,583
1,336
309
1,177
(834)
(1,327)
(451)
497
(1,623)
26,413
(10,626)
(3,141)
(330)
—
(12)
1,985
(2,274)
258
(14,140)
660
2,745
(2,307)
(13,328)
(4,741)
786
(16,184)
(86)
(3,997)
8,778
4,782
$
13,804
—
1,315
482
(1,311)
1,892
(1,335)
(680)
765
382
29,146
(9,174)
(2,883)
(976)
—
(1,374)
684
(174)
451
(13,446)
—
2,628
(11,498)
(4,672)
(4,532)
(544)
(18,618)
(71)
(2,989)
11,768
8,778
$
13,100
—
1,193
697
(970)
(550)
(20)
(244)
(266)
1,096
24,737
(9,179)
(2,455)
(1,498)
(459)
(233)
2,339
(812)
250
(12,047)
—
18,644
(18,777)
(534)
(4,140)
(1,706)
(6,513)
2
6,179
5,589
11,768
69
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Consolidated Balance Sheet
December 31 (in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents
Receivables, net
Other current assets
Total current assets
Film and television costs
Investments
Investment securing collateralized obligation
Property and equipment, net
Goodwill
Franchise rights
Other intangible assets, net
Other noncurrent assets, net
Total assets
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses related to trade creditors
Accrued participations and residuals
Deferred revenue
Accrued expenses and other current liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt, less current portion
Collateralized obligation
Deferred income taxes
Other noncurrent liabilities
Commitments and contingencies
Redeemable noncontrolling interests
Equity:
Preferred stock—authorized, 20,000,000 shares; issued, zero
Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 5,083,466,045 and
5,396,576,978; outstanding, 4,210,675,017 and 4,523,785,950
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
Additional paid-in capital
Retained earnings
Treasury stock, 872,791,028 Class A common shares
Accumulated other comprehensive income (loss)
Total Comcast Corporation shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
Comcast 2022 Annual Report on Form 10-K
70
2022
2021
4,749
12,672
4,406
21,826
12,560
7,250
490
55,485
58,494
59,365
29,308
12,497
257,275
12,544
1,770
2,380
9,450
1,743
27,887
93,068
5,172
28,714
20,395
411
—
51
—
39,412
51,609
(7,517)
(2,611)
80,943
684
81,627
257,275
$
$
$
$
8,711
12,008
4,088
24,807
12,806
8,082
605
54,047
70,189
59,365
33,580
12,424
275,905
12,455
1,822
3,040
9,899
2,132
29,348
92,718
5,170
30,041
20,620
519
—
54
—
40,173
61,902
(7,517)
1,480
96,092
1,398
97,490
275,905
$
$
$
$
Table of Contents
Comcast Corporation
Consolidated Statement of Changes in Equity
(in millions, except per share data)
Redeemable Noncontrolling Interests
Balance, beginning of year
Redemption of subsidiary preferred stock
Contributions from (distributions to) noncontrolling interests, net
Other
Net income (loss)
Balance, end of year
Class A Common Stock
Balance, beginning of year
Repurchases of common stock under repurchase program and employee plans
Balance, end of year
Class B Common Stock
Balance, beginning and end of year
Additional Paid-In Capital
Balance, beginning of year
Stock compensation plans
Repurchases of common stock under repurchase program and employee plans
Employee stock purchase plans
Other
Balance, end of year
Retained Earnings
Balance, beginning of year
Cumulative effects of adoption of accounting standards
Repurchases of common stock under repurchase program and employee plans
Dividends declared
Other
Net income (loss)
Balance, end of year
Treasury Stock at Cost
Balance, beginning and end of year
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of year
Other comprehensive income (loss)
Balance, end of year
Noncontrolling Interests
Balance, beginning of year
Other comprehensive income (loss)
Contributions from (distributions to) noncontrolling interests, net
Other
Net income (loss)
Balance, end of year
Total equity
Cash dividends declared per common share
See accompanying notes to consolidated financial statements.
2022
519
—
(77)
(80)
49
411
54
(3)
51
—
40,173
1,055
(2,431)
278
337
39,412
61,902
—
(10,897)
(4,757)
(10)
5,370
51,609
(7,517)
1,480
(4,091)
(2,611)
1,398
(29)
89
(280)
(495)
684
81,627
1.08
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2021
1,280
(725)
(77)
(10)
51
519
54
—
54
—
39,464
1,037
(596)
269
(2)
40,173
56,438
—
(4,088)
(4,613)
6
14,159
61,902
(7,517)
1,884
(404)
1,480
1,415
7
353
—
(377)
1,398
97,490
1.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2020
1,372
—
(51)
(190)
149
1,280
54
—
54
—
38,447
920
(143)
255
(15)
39,464
50,695
(124)
(407)
(4,250)
(10)
10,534
56,438
(7,517)
1,047
837
1,884
1,148
60
192
(3)
18
1,415
91,738
0.92
71
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include all entities in which we have a controlling voting interest and variable interest entities
(“VIEs”) required to be consolidated, including Universal Beijing Resort (see Note 8).
We translate assets and liabilities of our foreign operations where the functional currency is the local currency into U.S. dollars at the exchange rate as of
the balance sheet date and translate revenue and expenses using average periodic exchange rates. The related translation adjustments are recorded as a
component of accumulated other comprehensive income (loss) in our consolidated balance sheet. Any foreign currency transaction gains or losses are
included in our consolidated statement of income in investment and other income (loss), net. For disclosures containing future amounts where the
functional currency is the local currency, we translate the amounts into U.S. dollars at the exchange rates as of the balance sheet date.
Reclassifications
Reclassifications have been made to our notes to consolidated financial statements for the prior year to conform to classifications used in 2022.
Accounting Policies
Our 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 and contingent liabilities. Actual results could differ from these estimates. The following accounting policies are specific to the industries
in which we operate:
•
•
capitalization and amortization of film and television costs (see Note 4)
costs for connecting customers to our cable systems (see Note 9)
Information on other accounting policies and methods that we use in the preparation of our consolidated financial statements are included, where
applicable, in their respective footnotes that follow. The collateralized obligation related to our investment in Hulu is discussed in Note 8 and our other
long-term debt is discussed in Note 6. Below is a discussion of accounting policies and methods used in our consolidated financial statements that are not
presented within other footnotes.
Advertising Expenses
Advertising costs are expensed as incurred.
Derivative Financial Instruments
We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in foreign exchange rates and interest rates. Our
objective is 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 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 fair value
hedges of recognized assets or liabilities, such as non-functional currency receivables and payables, or as cash flow hedges of forecasted transactions,
including foreign currency denominated cash flows associated with non-functional currency debt and non-functional currency revenue and expenses.
Changes in the fair value of derivative instruments accounted for as fair value hedges are primarily recorded within earnings and changes in the fair value
of cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the hedged items affect earnings. We also
designate certain derivative and non-derivative instruments as hedges of our net investments in certain foreign subsidiaries. Transaction gains and losses
resulting from currency movements on debt and changes in the fair value of cross-currency swaps designated as net investment hedges are recorded within
the currency translation adjustments component of accumulated other comprehensive income (loss). For derivatives not designated as hedges, changes in
fair value are recognized in earnings.
Refer to Note 6 for further information on certain derivative instruments related to debt and intercompany funding arrangements. The impact of our
remaining derivative financial instruments was not material to our consolidated financial statements in any of the periods presented.
Comcast 2022 Annual Report on Form 10-K
72
Table of Contents
Comcast Corporation
Fair Value Measurements
The accounting guidance related to fair value measurements establishes a hierarchy based on the types of inputs used for the various valuation techniques.
The levels of the hierarchy are described below.
•
•
•
Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.
Level 2: Values are determined using quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in
markets that 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
similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
We use the three tier fair value hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments (see Note
8); on a non-recurring basis, such as for acquisitions and impairment testing (see Note 10); and for disclosure purposes, such as for long-term debt (see
Note 6). Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation and
classification within the fair value hierarchy.
Recent Accounting Pronouncements
Government Assistance
In November 2021, the Financial Accounting Standards Board issued new accounting guidance related to the disclosure of certain types of government
assistance. The guidance requires annual disclosure of the nature of the transactions, the related accounting policy, and the amounts and specific financial
statement line items impacted by the transactions. We adopted the new guidance prospectively as of and for the year ended December 31, 2022. See Note 4
for information related to production tax incentives. The impacts of other government assistance programs were not material.
Note 2: Segment Information
We 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 three reportable business segments: Media,
Studios and Theme Parks; and (3) Sky in one reportable business segment. See Note 3 for a description of the various products and services within each
reportable segment.
Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena
in Philadelphia, Pennsylvania, and other business initiatives.
Our financial data by reportable segment is presented in the tables below. We do not present a measure of total assets for our reportable business segments
as this information is not used by management to allocate resources and capital.
(in millions)
2022
Cable Communications
NBCUniversal
Media
Studios
Theme Parks
Headquarters and Other
Eliminations
NBCUniversal
Sky
Corporate and Other
Eliminations
Comcast Consolidated
(a)
(c)
(a)
Revenue
(a)
Adjusted EBITDA
(b)
Depreciation and
Amortization
Capital
Expenditures
Cash Paid for
Intangible
Assets
$
66,318 $
29,403 $
7,811 $
7,568 $
1,496
23,406
11,622
7,541
75
(3,442)
39,203
17,946
863
(2,903)
121,427 $
$
3,212
942
2,683
(881)
(2)
5,955
2,526
(1,361)
(64)
36,459 $
963
45
1,060
494
—
2,562
3,169
279
—
13,821 $
121
6
1,629
543
—
2,299
560
199
—
10,626 $
234
16
80
184
—
514
815
316
—
3,141
73
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
(in millions)
2021
Cable Communications
NBCUniversal
Media
Studios
Theme Parks
Headquarters and Other
Eliminations
NBCUniversal
Sky
Corporate and Other
Eliminations
Comcast Consolidated
(a)
(a)
(in millions)
2020
Cable Communications
NBCUniversal
Media
Studios
Theme Parks
Headquarters and Other
Eliminations
NBCUniversal
Sky
Corporate and Other
Eliminations
Comcast Consolidated
(a)
(a)
Revenue
(a)
Adjusted EBITDA
(b)
Depreciation and
Amortization
Capital
Expenditures
Cash Paid for
Intangible
Assets
$
64,328 $
28,097 $
7,811 $
6,930 $
1,438
22,780
9,449
5,051
87
(3,048)
34,319
20,285
461
(3,008)
116,385 $
4,569
884
1,267
(840)
(205)
5,675
2,359
(1,358)
(65)
34,708 $
1,030
53
906
478
—
2,466
3,379
147
—
13,804 $
100
5
614
366
—
1,086
948
210
—
9,174 $
163
11
43
143
—
360
814
272
—
2,883
Revenue
(a)
Adjusted EBITDA
(b)
Depreciation and
Amortization
Capital
Expenditures
Cash Paid for
Intangible
Assets
60,051 $
25,270 $
7,753 $
6,605 $
1,333
18,936
8,134
2,094
53
(2,006)
27,211
18,594
248
(2,540)
103,564 $
5,574
1,041
(477)
(563)
(220)
5,355
1,954
(1,785)
32
993
67
772
475
—
2,307
3,034
6
—
30,826 $
13,100 $
122
12
1,171
186
—
1,491
959
124
—
9,179 $
176
5
56
136
—
373
741
8
—
2,455
$
$
$
(a)
Included in Eliminations are transactions that our segments enter into with one another. Our segments generally report transactions with one another as if they were stand-alone businesses in
accordance with GAAP, and these transactions are eliminated in consolidation. When multiple segments enter into transactions to provide products and services to third parties, revenue is
generally allocated to our segments based on relative value. The most significant transactions between our segments include content licensing revenue in Studios for licenses of owned
content to Media and Sky; distribution revenue in Media for fees received from Cable Communications for the sale of cable network programming and under retransmission consent
agreements; and advertising revenue in Media and Cable Communications. Revenue for licenses of content from Studios to Media and Sky is generally recognized at a point in time,
consistent with the recognition of transactions with third parties, when the content is delivered and made available for use. The costs of these licenses in Media and Sky are recognized as the
content is used over the license period. The difference in timing of recognition between segments results in an Adjusted EBITDA impact in eliminations, as the profits (losses) on these
transactions are deferred in our consolidated results and recognized as the content is used over the license period.
A summary of revenue for each of our segments resulting from transactions with other segments and eliminated in consolidation is presented in the table below.
Year ended December 31 (in millions)
Cable Communications
NBCUniversal
Media
Studios
Theme Parks
Headquarters and Other
Sky
Corporate and Other
Total intersegment revenue
$
$
2022
229 $
2,224
3,604
1
52
19
215
2021
244 $
2,330
3,186
2
68
32
193
6,345 $
6,055 $
2020
202
1,965
2,214
—
31
17
117
4,546
Comcast 2022 Annual Report on Form 10-K
74
Table of Contents
Comcast Corporation
(b) We use Adjusted EBITDA as the measure of profit or loss for our operating segments. From time to time we may report the impact of certain events, gains, losses or other charges related to
our operating segments, within Corporate and Other. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income
taxes is presented in the table below.
Year ended December 31 (in millions)
Adjusted EBITDA
Adjustments
Depreciation
Amortization
Goodwill and long-lived asset impairments
Interest expense
Investment and other income (loss), net
(c)
Income before income taxes
$
$
2022
36,459 $
(13)
(8,724)
(5,097)
(8,583)
(3,896)
(861)
9,284 $
2021
34,708 $
(87)
(8,628)
(5,176)
—
(4,281)
2,557
19,093 $
2020
30,826
(233)
(8,320)
(4,780)
—
(4,588)
1,160
14,065
Adjustments represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA, including costs related to our investment portfolio, and Sky
transaction-related costs in 2021 and 2020. Adjustments for 2020 also include $177 million related to a legal settlement.
(c) Refer to Note 10 for a discussion of impairment charges related to goodwill and long-lived assets in our Sky segment.
Note 3: Revenue
Year ended December 31 (in millions)
Residential:
Broadband
Video
Voice
Wireless
Business services
Advertising
Other
Total Cable Communications
Advertising
Distribution
Other
Total Media
Content licensing
Theatrical
Home entertainment and other
Total Studios
Total Theme Parks
Headquarters and Other
Eliminations
Total NBCUniversal
(a)
Direct-to-consumer
Content
Advertising
Total Sky
Corporate and Other
Eliminations
Total revenue
(a)
$
2022
2021
2020
$
24,469
21,314
3,010
3,071
9,700
3,067
1,687
66,318
10,467
10,881
2,058
23,406
8,713
1,607
1,302
11,622
7,541
75
(3,442)
39,203
14,621
1,138
2,187
17,946
$
22,979
22,079
3,417
2,380
8,933
2,820
1,719
64,328
10,291
10,449
2,040
22,780
7,565
691
1,193
9,449
5,051
87
(3,048)
34,319
16,455
1,341
2,489
20,285
20,599
21,937
3,532
1,574
8,191
2,594
1,624
60,051
8,296
8,795
1,845
18,936
6,557
418
1,159
8,134
2,094
53
(2,006)
27,211
15,223
1,373
1,998
18,594
863
(2,903)
121,427
$
461
(3,008)
116,385
$
248
(2,540)
103,564
$
(a) Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
75
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
We operate primarily in the United States but also in select international markets. The table below summarizes our consolidated revenue from customers in
certain geographic locations.
Year ended December 31 (in millions)
United States
United Kingdom
Other
Total revenue
Cable Communications Segment
$
$
2022
96,441
13,380
11,606
121,427
$
$
2021
90,926
13,999
11,460
116,385
$
$
2020
80,327
11,986
11,251
103,564
Revenue is generated from the sale of our broadband, video, voice, wireless and other services to residential customers in the United States under the
Xfinity brand, which we market individually and as bundled services at a discounted rate. We also provide these and other services to business customers
and sell advertising.
Residential
We recognize revenue as the services are provided on a monthly basis. Subscription rates and related charges vary according to the services and features
customers receive. Revenue from customers that purchase bundled services at a discounted rate is allocated between the separate services based on the
respective stand-alone selling prices. The stand-alone selling prices are determined based on the current prices at which we separately sell the services.
Significant judgment is used to determine performance obligations that should be accounted for separately and the allocation of revenue when services are
combined in a bundle. 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 to the customer, which is less than a year. While a portion of our customers are subject to contracts for their services, which are
typically 1 to 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 customers that are not subject to contracts. Sales commissions are generally expensed as incurred, as the related period of benefit is less than a
year.
Our services generally involve customer premise equipment, such as set-top boxes, cable modems and wireless gateways, which are generally considered
part of our services for revenue recognition. We recognize revenue from the sale of wireless devices when they are transferred to the customer. Customers
have the option under an equipment installment plan to finance wireless devices interest-free over 24 months. Equipment installment plan receivables under
these arrangements are recorded net of imputed interest when the devices are transferred to the customer.
We also have arrangements to sell certain DTC streaming services to our customers. We have concluded we are the sales agent in these arrangements and
we record net commission revenue as earned, which is generally as customers are billed on a monthly basis, within broadband revenue.
Under the terms of cable franchise agreements, we are generally required to pay the cable franchising authority an amount based on gross video revenue.
We generally pass these and other similar fees through to our customers and classify these fees in the respective Cable Communications services revenue
with the corresponding costs included in other operating and administrative expenses.
Business Services
Revenue is generated from subscribers to a variety of our products and services which are offered to businesses. Our service offerings for small business
locations primarily include broadband services, as well as voice and video services, that are similar to those provided to our residential customers, and
include certain other features specific to businesses. We also offer Ethernet network services, which connect multiple locations and other services to meet
the needs of medium-sized customers and larger enterprises, and we provide cellular backhaul services to mobile network operators.
We recognize revenue as the services are provided over the contract period. Substantially all of our customers are initially under contracts, with terms
typically ranging from 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 to fixed pricing under existing agreements is equal to approximately half of our annual business services revenue, of which the
substantial majority will be recognized within 2 years. Customers with contracts may only discontinue service in accordance with the terms of their
contracts. We receive payments based on a billing schedule established in our contracts, which is typically on a monthly basis. Installation revenue and
sales commissions are generally deferred and recognized over the respective contract terms.
Comcast 2022 Annual Report on Form 10-K
76
Table of Contents
Comcast Corporation
Advertising
Revenue is generated from the sale of advertising and technology, tools and solutions relating to advertising businesses. As part of distribution agreements
with cable networks, we generally receive an allocation of scheduled advertising time that we sell to local, regional and national advertisers. In most cases,
the available advertising units are sold by our sales force. We also represent the advertising sales efforts of other multichannel video providers in some
markets. Since we are acting 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 other operating 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 units allocated to us and record the revenue net of agency commissions. In addition, we generate revenue from the
sale of advertising on our digital platforms. We enter into advertising arrangements with customers and have determined that a contract exists once all
terms and conditions are agreed upon, typically when the number of advertising units is specifically identified and scheduled. Advertisements are generally
aired or delivered within one year once all terms and conditions are agreed upon. Revenue from these arrangements is recognized in the period in which
advertisements are aired or delivered. Payment terms vary by contract, although terms generally require payment within 30 to 60 days from when
advertisements are aired or delivered. In addition, we also provide technology, tools, data-driven services and marketplace solutions to customers in the
media industry to facilitate advertisers more effectively engaging with their target audiences and recognize revenue when these services are provided.
NBCUniversal Segments
Advertising
Media generates revenue from the sale of advertising on our television networks, Peacock and other 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
when the number of advertising units is specifically identified and scheduled. Advertisements are generally aired or delivered within one year once all
terms and conditions are agreed upon. Revenue is recognized, net of agency commissions, in the period in which advertisements are aired or delivered and
payment occurs thereafter, with payment generally required within 30 days. In some instances, we guarantee audience ratings for the advertisements. To the
extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by
providing additional advertising units generally within one year of the original airing.
Distribution
Media generates revenue from the distribution of cable network programming in the United States and internationally to multichannel video providers,
including both traditional providers of linear programming and virtual providers who provide streaming services for linear programming. Media also
generates revenue from the fees received from multichannel video providers under NBC and Telemundo retransmission consent agreements and associated
fees from NBC-affiliated and Telemundo-affiliated local broadcast television stations. Additionally, Media generates revenue from monthly subscription
fees received from Peacock subscribers.
Monthly fees received under distribution agreements with multichannel video providers are generally under multiyear agreements and based on the number
of subscribers. Payment terms and conditions vary by contract type, although terms generally include payment within 60 days. These arrangements are
accounted for as licenses of functional intellectual property and revenue is recognized as programming is provided.
Content Licensing
Studios generates revenue from the licensing of our owned film and television content in the United States and internationally to cable, broadcast and
premium networks and DTC streaming service providers, as well as through video on demand and pay-per-view services. Media also generates revenue
from licensing of our owned television content, which is reported in other revenue. Our agreements generally include fixed pricing and span multiple years.
For example, following a film’s theatrical release, Studios may license the exhibition rights of a film to different customers over multiple successive
distribution windows.
77
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
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,
we recognize revenue when the licensed content becomes available under the renewal or extension. 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 third-
party agreements at any given time equals approximately one-half year to 1 year of annual Studios content licensing revenue, which is the segment with the
largest portion of this future 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 the releases and the availability of content under existing agreements and may not represent the total revenue expected to be
recognized as it does not include revenue from 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 DTC streaming service sold by our customers, we
generally recognize revenue as our customers sell to their subscribers.
Theatrical
Studios generates revenue from the worldwide distribution of our produced and acquired films for exhibition in movie theaters. Our arrangements with
exhibitors generally entitle us to a percentage of ticket sales. We recognize revenue as the films are viewed and exhibited in theaters and payment generally
occurs within 30 days after exhibition.
Home Entertainment
Studios generates revenue from the sale of owned and acquired content on DVDs/Blu-ray discs and through digital distribution services. Media also
generates revenue from the sale of owned content on DVDs/Blu-ray discs and through digital distribution services, which is reported in other revenue. We
generally recognize revenue from DVD/Blu-ray disc sales, net of estimated returns and customer incentives, on the date that DVDs/Blu-ray discs are
delivered to and made available for sale by retailers. Payment terms generally include payment within 60 to 90 days from delivery to the retailer.
Theme Parks
Theme Parks generates revenue primarily from guest spending at our Universal theme parks in Orlando, Florida; Hollywood, California; Osaka, Japan; and
Beijing, China. Guest spending includes ticket sales and in-park spending on food, beverages and merchandise. We also generate revenue from our
consumer products business. Additionally, we license the right to use the Universal Studios brand name and other intellectual property and provide other
services to third parties, including the party that owns and operates the Universal Studios Singapore theme park on Sentosa Island, Singapore. 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 to be used. We recognize revenue from in-park spending and consumer products at the
point of sale.
Sky Segment
Direct-to-Consumer
Revenue is generated from subscribers to our video services from both residential and business customers, primarily in the United Kingdom, Italy and
Germany. We also provide broadband, voice and wireless phone services in select countries. Our services generally may be purchased individually or in
bundles.
Generally, all of our residential customers are initially under contracts, with terms typically ranging from rolling monthly to 18 months, depending on the
product and territory, and may only discontinue service in accordance with the terms of their contracts. Subscription rates and related charges vary
according to the services and features customers receive and the types of equipment they use, and customers are typically billed in advance on a monthly
basis. We recognize revenue from video, broadband, voice and wireless services as the services are provided over the contract period. At any given time,
the amount of future revenue to be earned related to existing agreements is equal to less than half of our annual direct-to-consumer revenue, which
generally will be recognized within 18 months. Sales commissions are generally deferred and recognized over the respective contract terms.
Our services generally involve customer premise equipment, such as set-top boxes and wireless hubs, which are generally considered part of our services
for revenue recognition. We recognize revenue from the sale of wireless devices when they are transferred to the customer. Customers have the option
under an equipment installment plan to finance wireless devices interest-free over periods ranging from 24 to 48 months. Equipment installment plan
receivables under these arrangements are recorded net of imputed interest when the devices are transferred to the customer.
We also have arrangements to sell certain DTC streaming services to our customers. We have concluded we are the sales agent in these arrangements and
we record net commission revenue as earned, which is generally as customers are billed on a monthly basis.
Comcast 2022 Annual Report on Form 10-K
78
Table of Contents
Comcast Corporation
Content
Revenue is generated from the distribution of our owned channels on third-party platforms and the licensing of owned and licensed content to third-party
video providers. See the NBCUniversal segment discussion of distribution and content licensing revenue above for accounting policies for these types of
arrangements.
Advertising
Revenue is generated from advertising across our platforms, including our owned television channels, and where we represent the sales efforts of third-
party channels. We also generate revenue from various technology, tools and solutions relating to our advertising business. Revenue is recognized when the
advertisement is aired or delivered. Since we are acting as the principal in the arrangements where we represent the sales efforts of third parties, we record
the advertising that is sold in advertising revenue and the fees paid to the third-party channels in other operating and administrative expenses. Revenue
earned from providing technology, tools and solutions relating to our advertising business is recognized when services are provided.
Consolidated Balance Sheet
The following table summarizes our accounts receivable:
December 31 (in millions)
Receivables, gross
Less: Allowance for credit losses
Receivables, net
The following table presents changes in our allowance for credit losses:
(in millions)
Beginning balance
Current-period provision for expected credit losses
Write-offs charged against the allowance, net of recoveries and other
Ending balance
(a)
$
$
$
$
$
$
2022
658
758
(680)
736
2022
13,407
736
12,672
2021
807
336
(485)
658
$
$
$
$
2021
12,666
658
12,008
2020
419
745
(357)
807
(a) 2020 amount includes $155 million related to the adoption of accounting guidance related to credit losses on financial instruments.
The following table summarizes our other balances that are not separately presented in our consolidated balance sheet that relate to the recognition of
revenue and collection of the related cash, as well as the deferred costs associated with our contracts with customers:
December 31 (in millions)
Noncurrent receivables, net (included in other noncurrent assets, net)
Contract acquisition and fulfillment costs (included in other noncurrent assets, net)
Noncurrent deferred revenue (included in other noncurrent liabilities)
(a)
$
$
$
2022
1,887
1,081
735
$
$
$
2021
1,632
1,094
695
(a) Amortization of contract acquisition and fulfillment costs totaled $707 million, $654 million and $646 million in 2022, 2021 and 2020, respectively, included in advertising, marketing and
promotion and other operating and administrative expenses.
Our accounts receivables include amounts not yet billed related to equipment installment plans, as summarized in the table below.
December 31 (in millions)
Receivables, net
Noncurrent receivables, net (included in other noncurrent assets, net)
Total
$
$
2022
1,388
1,023
2,411
$
$
2021
1,145
805
1,950
79
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Note 4: Programming and Production Costs
Year ended December 31 (in millions)
Video distribution programming
Film and television content:
Owned
(a)
Licensed, including sports rights
Other
Total programming and production costs
$
$
2022
13,013
10,765
13,151
1,283
38,213
$
$
2021
13,550 $
8,957
14,733
1,210
38,450 $
2020
12,684
7,973
11,264
1,200
33,121
(a) Amount includes amortization of owned content of $8.6 billion, $7.3 billion and $6.6 billion for the year ended December 31, 2022, 2021 and 2020, respectively, as well as participations and
residuals expenses.
Video Distribution Programming Expenses
We incur programming expenses related to the license of the rights to distribute or integrate the third-party programmed channels, platforms and related
content included in video services we sell to end consumers. Programming is generally acquired under multiyear distribution agreements, with fees
typically based on the number of customers that receive the programming and the extent of distribution. Programming distribution arrangements are
accounted for as executory contracts with expenses generally recognized based on the rates in the agreements and the arrangements are not subject to
impairment.
Film and Television Content
We incur costs related to the production of owned content and the license of the rights to use content owned by third parties and sports rights on our owned
networks and platforms, which are described as owned and licensed content, respectively. We have determined that the predominant monetization strategy
for the substantial majority of our content is on an individual basis.
Capitalized Film and Television Costs
December 31 (in millions)
Owned:
In production and in development
Completed, not released
Released, less amortization
Licensed, including sports advances
Film and television costs
2022
2021
3,210
130
4,634
7,974
4,586
12,560
$
$
2,732
536
3,726
6,994
5,811
12,806
$
$
Production tax incentives reduced capitalized owned film and television costs by $400 million as of December 31, 2022, and resulted in a reduction of
programming and production costs of $733 million in 2022. We have receivables related to our production tax incentives of $1.5 billion as of December 31,
2022, a substantial majority of which are reflected in other noncurrent assets in our consolidated balance sheet.
The table below summarizes estimated future amortization expense for the capitalized film and television costs recorded in our consolidated balance sheet
as of December 31, 2022.
(in millions)
Completed, not released:
2023
Released and licensed content:
2023
2024
2025
Owned
Licensed
63
2,487
749
505
$
$
$
2,482
1,189
469
$
$
$
$
We have future minimum commitments for sports rights and licensed content that are not recognized in our consolidated balance sheet as of December 31,
2022 totaling $59.1 billion and $3.8 billion, respectively.
Comcast 2022 Annual Report on Form 10-K
80
Table of Contents
Comcast Corporation
Capitalization and Recognition of Film and Television Content
We capitalize costs for owned film and television content, including direct costs, production overhead, print costs, development costs and interest, as well
as acquired libraries. Amortization for owned content predominantly monetized on an individual basis and accrued costs associated with participations and
residuals payments are recorded using the individual film forecast computation method, which recognizes the costs in the same ratio as the associated
ultimate revenue. Estimates of ultimate revenue and total costs are based on anticipated release patterns and distribution strategies, public acceptance and
historical results for similar productions. Amortization for content predominantly monetized with other owned or licensed content is recorded based on
estimated usage. 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 closely follow the undiscounted cash flows over the estimated life of the asset. 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, which primarily include costs associated with marketing and distribution.
We capitalize the costs of licensed content when the license period begins, the content is made available for use and the costs of the licenses are known.
Licensed content is amortized as the associated programs are used, incorporating estimated viewing patterns.
Owned and licensed content are presented as noncurrent assets in film and television costs. We present amortization of owned and licensed content and
accrued costs associated with participations and residuals payments in programming and production costs.
Film and television productions may be eligible for tax incentives from certain state, local or foreign jurisdictions. These incentives generally provide for
transferable or redeemable tax credits upon meeting established levels of qualified production spending within a participating jurisdiction. We record a
receivable for a production tax incentive program when there is a reasonable assurance of collection with a corresponding reduction of capitalized film and
television costs, and the related amortization.
We may enter into cofinancing arrangements with third parties to jointly finance or distribute certain of our film productions. Cofinancing arrangements
can take various forms, but in most cases involve the grant of an economic interest in a film to an investor who owns an undivided copyright interest in the
film. The number of investors and the terms of these arrangements can vary, although investors generally assume the full risks and rewards for the portion
of the film acquired in these arrangements. We account for the proceeds received from the investor under these arrangements as a reduction of our
capitalized film costs and the investor’s interest in the profit or loss of the film is recorded as either a charge or a benefit, respectively, in programming and
production costs. The investor’s interest in the profit or loss of a film is recorded each period using the individual film forecast computation method.
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 either
owned or licensed content is less than the unamortized costs in the balance sheet, we determine the fair value and record an impairment charge to the extent
the unamortized costs exceed the fair value. Owned content is assessed either individually or in identified film groups, for content predominantly
monetized on an individual basis or with other content, respectively. The substantial majority of our owned content is evaluated for impairment on an
individual title basis. Licensed content that is not part of a film group is generally assessed in packages, channels or dayparts. A daypart is an aggregation
of programs broadcast during a particular time of day or programs of a similar type. Licensed content is tested for impairment primarily on a channel,
network or platform basis, with the exception of our broadcast networks and owned local broadcast television stations, which are tested on a daypart basis.
Estimated fair values of owned and licensed content are generally based on Level 3 inputs including analysis of market participant estimates of future cash
flows. We record charges related to impairments or content that is substantively abandoned to programming and production costs.
Sports Rights
We recognize the costs of multiyear, live-event sports rights as the rights are utilized over the contract term based on estimated relative value. Estimated
relative value is generally based on the terms of the contract and the nature of and potential revenue generation of the deliverables within the contract.
Sports rights are accounted for as executory contracts and are not subject to impairment. When cash payments, including advanced payments, exceed the
relative value of the sports rights delivered, we recognize an asset in licensed content. Production costs incurred in advance of airing are also presented with
licensed content.
81
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Note 5: Income Taxes
Income (Loss) Before Income Taxes
Year ended December 31 (in millions)
Domestic
Foreign
Components of Income Tax Expense
Year ended December 31 (in millions)
Current Expense (Benefit):
Federal
State
Foreign
Deferred Expense (Benefit):
Federal
State
Foreign
Income tax expense (benefit)
$
$
$
$
2022
19,329
(10,045)
9,284
2022
4,025
961
207
5,193
(281)
(483)
(70)
(834)
4,359
$
$
$
$
2021
21,243
(2,150)
19,093
2021
2,355
669
343
3,367
1,504
255
133
1,892
5,259
$
$
$
$
Our 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)
Federal tax at statutory rate
State income taxes, net of federal benefit
Foreign income taxed at different rates
Adjustments to uncertain and effectively settled tax positions, net
Federal research and development credits
Excess tax benefits recognized on share-based compensation
Tax legislation
Goodwill impairment
Other
Income tax expense (benefit)
$
$
2022
1,950
454
519
179
(104)
(30)
(287)
1,666
12
4,359
$
$
2021
4,009
464
392
238
(85)
(209)
498
—
(48)
5,259
$
$
2020
16,211
(2,146)
14,065
2020
2,824
836
254
3,914
(111)
(71)
(368)
(550)
3,364
2020
2,954
265
24
344
(164)
(150)
120
—
(29)
3,364
We base our provision for income taxes on our current period income, changes in our deferred income tax assets and liabilities, income tax rates, changes in
estimates of our uncertain tax positions, tax planning opportunities available in the jurisdictions in which we operate and excess tax benefits or deficiencies
that arise when the tax consequences of share-based compensation differ from amounts previously recognized in the statement of income. We recognize
deferred tax assets and liabilities when there are temporary differences between the financial reporting basis and tax basis of our assets and liabilities 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, we apply the
change based on the years 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 any
contingencies associated with uncertain tax positions assumed or resulting from the business combination. Deferred tax assets and liabilities related to
temporary differences 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 be accepted by the various tax authorities. We record liabilities for contingencies associated with prior tax returns filed by the acquired entity
based on criteria set forth in the appropriate accounting guidance. We adjust the deferred tax accounts and the liabilities periodically to reflect any revised
estimated tax basis and any estimated settlements with the various tax authorities. The effects of these adjustments are recorded to income tax expense.
Comcast 2022 Annual Report on Form 10-K
82
Table of Contents
Comcast Corporation
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 the recognition threshold and the measurement attribute in accordance with the accounting guidance related to uncertain tax positions. Examples of
these transactions include business acquisitions and dispositions, including consideration paid or received in connection with these transactions, certain
financing transactions, and the allocation of income among state and local tax jurisdictions. Significant judgment is required in assessing and estimating the
tax consequences of these transactions. 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 or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not
recognition threshold is measured to determine the amount of benefit to be recognized in our consolidated financial statements. We classify interest and
penalties, if any, associated with our uncertain tax positions as a component of income tax expense (benefit).
Components of Net Deferred Tax Liability
December 31 (in millions)
Deferred Tax Assets:
Net operating loss and other loss carryforwards
Nondeductible accruals and other
Less: Valuation allowance
Deferred Tax Liabilities:
Differences between book and tax basis of property and equipment and intangible assets
Differences between book and tax basis of investments
Differences between book and tax basis of long-term debt
Differences between book and tax basis of foreign subsidiaries and undistributed foreign earnings
Net deferred tax liability
The following table presents changes in our valuation allowance for deferred tax assets:
(in millions)
Beginning balance
Additions charged to income tax expense and other accounts
Deductions from reserves
Ending balance
$
$
2022
2,907
433
45
3,295
2022
3,325
3,210
3,295
3,240
29,688
265
1,741
55
31,749
28,509
2021
2,312
635
40
2,907
$
$
$
$
$
$
$
$
2021
3,194
3,246
2,907
3,533
30,584
526
1,788
394
33,292
29,759
2020
1,906
430
24
2,312
Changes in our net deferred tax liability in 2022 that were not recorded as deferred income tax expense (benefit) are primarily related to a decrease of $505
million associated with items included in other comprehensive income (loss).
As of December 31, 2022, we had federal net operating loss carryforwards of $178 million, and various state net operating loss carryforwards, the majority
of which expire in periods through 2042. As of December 31, 2022, we also had foreign net operating loss carryforwards of $10.4 billion related to our
foreign operations, primarily at Sky and NBCUniversal, the majority of which can be carried forward indefinitely. The determination of the realization of
the state and foreign net operating loss carryforwards is dependent on our subsidiaries’ taxable income or loss, apportionment percentages, redetermination
from taxing authorities, and state 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 is more likely than not that some portion, or all, of a deferred tax asset will not be realized. As of December 31,
2022 and 2021, our valuation allowance was primarily related to foreign and state net operating loss carryforwards.
83
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Uncertain Tax Positions
Reconciliation of Unrecognized Tax Benefits
(in millions)
Gross unrecognized tax benefits, January 1
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years
Reductions for tax positions of prior years
Reductions due to expiration of statutes of limitations
Settlements with tax authorities and other
Gross unrecognized tax benefits, December 31
$
$
2022
2,042
380
56
(145)
(148)
(24)
2,161
$
$
2021
1,879
352
111
(181)
(107)
(12)
2,042
$
$
2020
1,422
436
152
(31)
(76)
(24)
1,879
Our gross unrecognized tax benefits include both amounts related to positions for which we have recorded liabilities for potential payment obligations and
those for which tax has been assessed and paid. The amounts exclude the federal benefits on state tax positions that were recorded to deferred income taxes.
If we were to recognize our gross unrecognized tax benefits in the future, $1.7 billion would impact 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 tax benefit 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 reasonably possible that certain tax contests could be
resolved within the next 12 months that may result in a decrease in our effective tax rate. Accrued interest and penalties associated with our liability for
uncertain tax positions were not material in any period presented.
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 of those tax returns currently under examination vary by state, with most of the periods relating to tax years 2011 and forward. Various foreign
jurisdictions are examining 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 2010 and forward.
Note 6: Long-Term Debt
Long-Term Debt Outstanding
December 31 (in billions)
Commercial paper
Term loans
Senior notes with maturities of 5 years or less, at face value
Senior notes with maturities between 5 and 10 years, at face
value
Senior notes with maturities greater than 10 years, at face value
Finance lease obligations and other
Debt issuance costs, premiums, discounts, fair value adjustments
for acquisition accounting and hedged positions, net
Total debt
Less: Current portion
Long-term debt
Weighted-Average Interest
Rate as of December 31,
2022
Weighted-Average Interest
Rate as of December 31,
2021
4.56 %
4.41 %
3.32 %
3.15 %
3.77 %
— %
4.41 %
3.50 %
3.16 %
3.67 %
3.90 %
(a)
3.74 %
(a)
$
$
2022
(b)
0.7 $
3.1
22.6
20.1
52.8
1.8
(6.2)
94.8
1.7
93.1 $
2021
(b)
—
3.1
18.4
23.0
54.5
1.7
(6.0)
94.8
2.1
92.7
(a) Rate represents an effective interest rate and includes the effects of amortization of debt issuance costs, premiums, discounts, fair value adjustments for acquisition accounting and hedged
positions, as well as the effects of our derivative financial instruments.
(b) As of December 31, 2022, included in our outstanding debt were foreign currency denominated senior notes and term loans with principal amounts of £2.6 billion, €7.5 billion and ¥21.6
billion RMB. As of December 31, 2021, included in our outstanding debt were foreign currency denominated senior notes and term loans with principal amounts of £2.6 billion, €7.5 billion
and ¥20 billion RMB.
Our senior notes are unsubordinated and unsecured obligations and are subject to parent and/or subsidiary guarantees. As of December 31, 2022 and 2021,
our debt had an estimated fair value of $86.9 billion and $109.3 billion, 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. The estimated 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 terms and remaining maturities.
Comcast 2022 Annual Report on Form 10-K
84
Table of Contents
Comcast Corporation
Principal Maturities of Debt
(in billions)
2023
2024
2025
2026
2027
Thereafter
$
$
$
$
$
$
1.7
4.3
6.8
5.1
5.7
77.3
We use derivative contracts, such as foreign currency forwards and cross-currency swaps, to hedge our exposure to foreign exchange rate fluctuations
resulting from certain foreign currency denominated debt obligations and intercompany funding arrangements denominated in a currency other than the
functional currency of the transacting entity. As of December 31, 2022, we had foreign currency forwards designated as fair value hedges on $5.4 billion of
our foreign currency intercompany loans receivable, and the aggregate estimated fair value of these foreign currency forwards was a net liability of $56
million. There were no foreign currency forwards designated as fair value hedges as of December 31, 2021. As of December 31, 2022 and 2021, we had
cross-currency swaps designated as cash flow hedges on $752 million and $1.6 billion of our foreign currency denominated debt, respectively, and the
aggregate estimated fair value of these cross-currency swaps was a net liability of $274 million and $53 million, respectively. The other income (loss), net
component of investment and other income (loss), net included net pre-tax gains (losses) from these derivative contracts of $0.6 billion, $0.3 billion, and
$(0.1) billion for 2022, 2021 and 2020, respectively. These amounts offset foreign currency remeasurement (losses) gains from foreign currency
denominated debt obligations and intercompany funding arrangements denominated in a currency other than the functional currency of the transacting
entity of $(0.6) billion, $(0.3) billion and $0.2 billion for 2022, 2021 and 2020, respectively.
We are also exposed to foreign exchange risk on the consolidation of our foreign operations. We have foreign currency denominated debt and cross-
currency swaps designated as hedges of our net investments in certain of these subsidiaries. As of December 31, 2022 and 2021, the amount of foreign
currency denominated debt designated as hedges of our net investment in foreign subsidiaries was $7.6 billion and $8.2 billion, respectively, and the
notional amount of cross-currency swaps designated as hedges of our net investment in foreign subsidiaries was $2.5 billion and $3.6 billion, respectively.
As of December 31, 2022 and 2021, the aggregate estimated fair value of these cross-currency swaps was a net asset of $108 million and a net liability of
$104 million, respectively. The amount of pre-tax gains (losses) related to net investment hedges recognized in the cumulative translation adjustments
component of other comprehensive income (loss) were losses of $397 million in 2022, gains of $760 million in 2021 and losses of $686 million in 2020.
We also use derivative contracts, such as interest rate swaps, to hedge our exposure to changes in interest rates. As of December 31, 2022 and 2021, we had
fixed-to-variable interest rate swaps designated as fair value hedges on $2.5 billion of our fixed rate debt obligations. As of December 31, 2022 and 2021,
the aggregate estimated fair value of interest rate swaps designated as fair value hedges was a net liability of $282 million and $24 million, respectively.
Revolving Credit Facility and Commercial Paper Program
In March 2021, we entered into a new $11 billion revolving credit facility, as it may be amended from time to time, due March 30, 2026 with a syndicate of
banks that may be used for general corporate purposes. We may increase the commitments under the revolving credit facility up to a total of $14 billion, as
well as extend the expiration date to no later than March 30, 2028, subject to approval of the lenders. The interest rate on the revolving credit facility
consists of a benchmark rate plus a borrowing margin that is determined based on Comcast’s credit rating. As of December 31, 2022, the borrowing margin
for borrowings based on an Adjusted Term Secured Overnight Financing Rate was 1.00%. Our revolving credit facility requires that we maintain a certain
financial ratio based on debt and EBITDA, as defined in the revolving credit facility. We were in compliance with this financial covenant and other
covenants related to our debt for all periods presented. The new revolving credit facility replaced an aggregate $9.2 billion of existing revolving credit
facilities due May 26, 2022, which were terminated.
Our commercial paper program is supported by our revolving credit facility and provides a lower cost source of borrowing to fund short-term working
capital requirements.
As of December 31, 2022, $665 million was outstanding under our commercial paper program. There were no borrowings outstanding under our
commercial paper program as of December 31, 2021. As of December 31, 2022 and 2021, we had no borrowings outstanding under our revolving credit
facility. As of December 31, 2022, amounts available under our revolving credit facility, net of amounts outstanding under our commercial paper program
and outstanding letters of credit and bank guarantees, totaled $10.4 billion.
85
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Letters of Credit and Bank Guarantees
As of December 31, 2022, we and certain of our subsidiaries had undrawn irrevocable standby letters of credit and bank guarantees totaling $237 million to
cover potential fundings under various agreements.
Note 7: Significant Transactions
Acquisitions
In October 2021, we acquired Masergy, a provider of software-defined networking and cloud platforms for global enterprises, for total cash consideration
of $1.2 billion. The acquisition accelerates our growth in serving large and mid-sized companies, particularly U.S.-based organizations with multi-site
global enterprises. Masergy’s results of operations are included in our consolidated results of operations since the acquisition date and are reported in our
Cable Communications segment. We have recorded Masergy’s assets and liabilities at their estimated fair values with $853 million recorded to goodwill
and the remainder primarily attributed to software and customer relationship intangible assets. The acquisition was not material to our consolidated results
of operations.
Note 8: Investments and Variable Interest Entities
Investment and Other Income (Loss), Net
Year ended December 31 (in millions)
Equity in net income (losses) of investees, net
Realized and unrealized gains (losses) on equity securities, net
Other income (loss), net
Investment and other income (loss), net
$
$
2022
(537)
(320)
(3)
(861)
$
$
2021
2,006
339
211
2,557
$
$
2020
(113)
1,014
259
1,160
The amount of unrealized gains (losses), net recognized in 2022, 2021 and 2020 that related to marketable and nonmarketable equity securities still held as
of the end of each reporting period was $(394) million, $(80) million and $339 million, respectively.
Investments
December 31 (in millions)
Equity method
Marketable equity securities
Nonmarketable equity securities
Other investments
Total investments
Less: Current investments
Less: Investment securing collateralized obligation
Noncurrent investments
Equity Method
$
$
2022
5,421
96
1,653
972
8,142
402
490
7,250
$
$
2021
6,111
406
1,735
803
9,055
368
605
8,082
We use the equity method to account for investments in which we have the ability to exercise significant influence over the investee’s operating and
financial policies, or in which we hold a partnership or limited liability company interest in an entity with specific ownership accounts, unless we have
virtually no influence over the investee’s operating and financial policies. Equity method investments are recorded at cost and are adjusted to recognize (1)
our share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the
recorded investment that exceeds our share of the book value of the investee’s net assets, (3) additional contributions made and dividends or other
distributions received, and (4) impairments resulting from other-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 timing of 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 investee were 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. Cash distributions received from equity method
investments are considered returns on investment and presented within operating activities in the consolidated statement of cash flows to the extent of
cumulative equity in net income of the investee. Additional distributions are presented as investing activities. Distributions presented within operating
activities totaled $162 million, $1.1 billion and $66 million for 2022, 2021 and 2020, respectively.
Comcast 2022 Annual Report on Form 10-K
86
Table of Contents
Comcast Corporation
Atairos
On January 1, 2016, we established Atairos Group, Inc., a strategic company focused on investing in and operating companies in a range of industries and
business sectors, both domestically and internationally. Atairos is controlled by management companies led by our former CFO through interests that carry
all of the voting rights. We are the only third-party investor in Atairos.
In November 2020, we amended our agreement with Atairos, which primarily extended the investment term of the agreement from up to 12 years to up to
16.5 years, extended the period in which capital can be recycled to the full investment period and decreased our commitment to fund Atairos from up to
$5 billion to up to $4.5 billion in the aggregate at any one time, subject to certain offsets, with the maximum amount of annual capital calls reduced to
$400 million, plus certain amounts previously distributed. In addition, we have separately committed to fund Atairos $45 million annually for a
management fee, subject to certain adjustments. The management company investors have committed to fund from $50 million to $100 million, with at
least $40 million to be funded by our former CFO, subject to his continued role with Atairos. Our economic interests do not carry voting rights and obligate
us to absorb approximately 99% of any losses 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
Atairos as 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 therefore do not consolidate Atairos and account for our investment as an equity method investment. Certain distributions retained by Atairos on our
behalf are accounted for as advances and classified within other investments. Atairos may pledge our remaining unfunded capital commitment as security
to lenders in connection with certain financing arrangements. This has no effect on our funding commitments. There are no other liquidity arrangements,
guarantees or other financial commitments between Comcast and Atairos, and therefore our maximum risk of financial loss is our investment balance and
our remaining unfunded capital commitment of $1.5 billion as of December 31, 2022.
Atairos follows investment company accounting and records its investments at their fair values each reporting period with the net gains or losses reflected
in its statement of operations. We recognize our share of these gains and losses in equity in net income (losses) of investees, net. In 2022, 2021 and 2020,
we made cash capital contributions totaling $52 million, $47 million and $383 million, respectively, to Atairos. As of December 31, 2022 and 2021, our
investment, inclusive of advances classified within other investments, was $4.3 billion and $4.7 billion, respectively.
Hulu and Collateralized Obligation
In May 2019, we entered into a series of agreements (the “Hulu Transaction”) with The Walt Disney Company and certain of its subsidiaries, whereby we
relinquished our board seats and substantially all voting rights associated with our investment in Hulu, and Disney assumed full operational control. We
also acquired additional ownership interest in Hulu previously held by AT&T, increasing our interest to approximately 33%.
Following the Hulu Transaction, future capital calls are limited to $1.5 billion in the aggregate each year, with any excess funding requirements funded
with member 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 equity capital calls, our ownership interest will be diluted, subject to an ownership floor of 21%. The Hulu Transaction agreements include put and
call provisions regarding 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 value and ownership floor guarantee minimum proceeds of approximately $5.8 billion upon exercise of the put or call.
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
due March 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 in Hulu. 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 lenders are 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 term loan. 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 in applying the equity method, and as a result, is less than its fair value. As of December 31, 2022, our collateralized
obligation had both a carrying value and 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 remaining maturities.
87
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Marketable Equity Securities
We classify investments with readily determinable fair values that are not accounted for under the equity method as marketable equity securities. The
changes in fair value of our marketable equity securities between measurement dates are recorded in realized and unrealized 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.
Nonmarketable Equity Securities
We classify investments without readily determinable fair values that are not accounted for under the equity method as nonmarketable equity securities.
The accounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the
guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable
price changes of identical or similar investments of the same issuer. We apply the measurement alternative, adjusting the investments for observable price
changes of identical or similar investments of the same issuer, to a majority of our nonmarketable equity securities. When an observable event occurs, we
estimate the fair values of our nonmarketable equity securities primarily based on Level 2 inputs that are derived from observable price changes of similar
securities adjusted for insignificant differences in rights and obligations. The changes in value are recorded in realized and unrealized gains (losses) on
equity securities, net.
Other Investments
Other investments also includes investments in certain short-term instruments with maturities over three months when purchased, such as commercial
paper, certificates of deposit and U.S government obligations, which are generally accounted for at amortized cost. These short-term instruments totaled
$304 million as of December 31, 2022 and there were no such investments as of December 31, 2021. The carrying amounts of these investments
approximate their fair values, which are primarily based on Level 2 inputs that use interest rates for instruments with similar terms and remaining
maturities.
AirTouch
In April 2020, Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. (“AirTouch”), redeemed the two series of preferred stock we
previously held and we received cash payments totaling $1.7 billion. Subsequently, we redeemed and repurchased the related three series of preferred
shares issued by one of our consolidated subsidiaries and made cash payments totaling $1.8 billion.
Impairment Testing of Investments
We review our investment portfolio, other than our marketable equity securities, each reporting period to determine whether there are identified events or
circumstances that would indicate there is a decline in the fair value. For our nonpublic investments, if there are no identified events or circumstances that
would have a significant adverse effect on the fair value of the investment, then the fair value is not estimated. For our equity method investments, if an
investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investment to its
quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. For our nonmarketable equity securities, we record the
impairment to realized and unrealized gains (losses) on equity securities, net. For our equity method investments, we record the impairment to other income
(loss), net.
Consolidated Variable Interest Entity
Universal Beijing Resort
In 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”), which opened in September 2021. We own a 30% interest in Universal Beijing Resort and the construction
was funded through a combination of debt financing and equity contributions from the partners in accordance with their equity interests. The debt
financing, which is being provided by a syndicate of Chinese financial institutions, contains certain covenants and a maximum borrowing limit of ¥29.7
billion RMB (approximately $4.3 billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors.
As of December 31, 2022, Universal Beijing Resort had $3.5 billion of debt outstanding, including $3.1 billion principal amount of a term loan outstanding
under the debt financing agreement.
Comcast 2022 Annual Report on Form 10-K
88
Table of Contents
Comcast Corporation
We have concluded that Universal Beijing Resort is a VIE based on its governance structure, and we consolidate it because we have the power to direct
activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees or other financial commitments between
us and Universal Beijing Resort, and therefore our maximum risk of financial loss is our 30% interest. Universal Beijing Resort’s results of operations are
reported in our Theme Parks segment. Our consolidated statement of cash flows includes the costs of construction and related borrowings in the
“construction of Universal Beijing Resort” and “proceeds from borrowings” captions, respectively, and equity contributions from the noncontrolling
interests are included in other financing activities.
As of December 31, 2022, our consolidated balance sheet included assets and liabilities of Universal Beijing Resort totaling $8.2 billion and $7.3 billion,
respectively. The assets and liabilities of Universal Beijing Resort primarily consist of property and equipment, operating lease assets and liabilities, and
debt.
Note 9: Property and Equipment
December 31 (in billions)
Distribution systems
Customer premise equipment
Buildings, theme park infrastructure and leasehold improvements
Other equipment
Construction in process
Land
Property and equipment, at cost
Less: Accumulated depreciation
Property and equipment, net
The table below summarizes our property and equipment by geographic location.
December 31 (in billions)
United States
Other
Property and equipment, net
Weighted-Average
Original Useful Life
as of December 31, 2022
11 years
6 years
32 years
11 years
N/A
N/A
$
$
$
$
2022
43.0
25.4
20.1
17.4
4.9
1.7
112.4
56.9
55.5
2022
44.2
11.3
55.5
$
$
$
$
2021
41.8
25.8
20.3
17.0
3.1
1.7
109.7
55.6
54.0
2021
41.2
12.9
54.0
Property and equipment are stated at cost. We capitalize improvements that extend asset lives and expense repairs and maintenance costs as incurred. We
record depreciation 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 accumulated depreciation and, unless the gain or loss on disposition is presented separately, we recognize it as a component of depreciation expense.
Capital expenditures for the construction of Universal Beijing Resort are presented separately in our consolidated statement of cash flows.
Cable Communications capitalizes the costs associated with the construction of and improvements to our cable transmission and distribution facilities,
including scalable infrastructure and line extensions; costs associated with acquiring and deploying new customer premise equipment; and costs associated
with installation of our services, including the customer’s connection to our network, in accordance with the accounting guidance related to cable television
companies. Costs capitalized include all direct costs for labor and materials, as well as various indirect costs. Costs incurred in connection with subsequent
disconnects, and reconnects of previously deployed customer premise equipment, 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 not be recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results,
trends or other determinants 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 an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented
separately, the impairment charge is included as a component of depreciation expense.
89
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Certain of our cable franchise agreements and lease agreements contain provisions requiring us to restore facilities or remove property in the event that the
franchise or lease agreement is not renewed. We expect to continually renew our cable franchise agreements and therefore cannot reasonably estimate
liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in us
incurring significant expense in complying with restoration or removal provisions. We do not have any material liabilities related to asset retirement
obligations recorded in our consolidated financial statements.
Note 10: Goodwill and Intangible Assets
Goodwill
(in billions)
Balance, December 31, 2020 $
Segment change
Acquisitions
Foreign currency translation
and other
Balance, December 31, 2021
Impairment
Foreign currency translation
and other
Balance, December 31, 2022
Goodwill
Accumulated impairment
losses
(a)
$
NBCUniversal
Cable
Communications
Cable
Networks
Broadcast
Television
Filmed
Entertainment
15.3 $
—
0.9
14.0 $
(14.0)
—
1.1 $
(1.1)
—
3.3 $
(3.3)
—
—
16.2
—
—
16.2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Media
Studios
— $ — $
14.7
—
—
14.7
—
—
14.7
3.7
—
—
3.7
—
—
3.7
Theme
Parks
7.1 $
—
—
(0.6)
6.4
—
(0.7)
Sky
30.0 $
—
—
(0.8)
29.2
(8.1)
(3.0)
5.8
26.0
Corporate
and Other
— $
—
—
—
—
—
—
—
—
16.2 $
—
— $
—
— $
—
— $
—
14.7 $
—
3.7 $
—
5.8 $
(7.9)
18.1 $
—
— $
Total
70.7
—
1.0
(1.5)
70.2
(8.1)
(3.6)
66.4
(7.9)
58.5
(a) Amount relates to 2022 impairment and is impacted by foreign currency translation each period.
Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired in a business combination and represents the
future economic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including
increased footprint, assembled workforce, noncontractual relationships and other agreements. We assess the recoverability of our goodwill annually, or
more frequently whenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value.
We test goodwill for impairment at the reporting unit level. To determine our reporting units, we evaluate the components one level below the segment
level and we aggregate the components if they have similar economic characteristics. We evaluate the determination of our reporting units used to test for
impairment periodically or whenever events or substantive changes in circumstances occur. The assessment of recoverability may first consider qualitative
factors to determine 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 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. The quantitative assessment considers whether the carrying amount of 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 assess the recoverability of our goodwill annually as of July 1, and as a result, in the third quarter of 2022, we recorded a goodwill impairment of $8.1
billion in our Sky reporting unit. The fair value of the reporting unit was estimated using a discounted cash flow analysis. When performing this analysis,
we also considered multiples of earnings from comparable public companies and recent market transactions. The decline in fair value primarily resulted
from an increased discount rate and reduced estimated future cash flows as a result of macroeconomic conditions in the Sky territories. The impairment is
presented in goodwill and long-lived asset impairments in the consolidated statement of income.
Comcast 2022 Annual Report on Form 10-K
90
Table of Contents
Comcast Corporation
Intangible Assets
December 31 (in billions)
Indefinite-Lived Intangible Assets:
Franchise rights
FCC licenses
Finite-Lived Intangible Assets:
Customer relationships
Software
Other agreements and rights
Total
Indefinite-Lived Intangible Assets
Weighted-Average
Original Useful Life
as of December 31, 2022
N/A $
N/A
14 years
5 years
28 years
$
2022
Gross
Carrying
Amount
59.4
2.8
20.4 $
20.9
11.1
114.5 $
Accumulated
Amortization
$
(11.4)
(12.7)
(1.8)
(25.9) $
2021
Gross
Carrying
Amount
59.4
2.8
22.1 $
20.3
11.9
116.5 $
Accumulated
Amortization
(10.6)
(11.5)
(1.4)
(23.5)
Indefinite-lived intangible assets consist primarily of our cable franchise rights. Our cable franchise rights represent the values we attributed to agreements
with state and local authorities that allow access to homes and businesses in cable service areas acquired in business combinations. We do not amortize our
cable franchise 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 that limit the period over which these rights will contribute to our cash flows. We reassess this
determination periodically or whenever events or substantive changes in circumstances occur. The purchase of spectrum rights is presented separately in
our consolidated statement of cash flows.
We assess the recoverability of our cable franchise rights and other indefinite-lived intangible assets annually, or more frequently whenever events or
substantive changes in circumstances indicate that the assets might be impaired. Our three Cable Communications divisions represent the unit of account
we use to test for impairment of our cable franchise rights. We evaluate the unit of account used to test for impairment of our cable franchise rights and
other indefinite-lived intangible 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-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. When performing a quantitative assessment, we estimate the
fair value of our cable franchise rights and other indefinite-lived intangible assets primarily based on a discounted cash flow analysis that involves
significant judgment. When analyzing the fair values indicated under the discounted cash flow models, we also consider multiples of Adjusted EBITDA
generated by the underlying assets, current market transactions and profitability information. If the fair value of our cable franchise rights or other
indefinite-lived intangible assets were less than the carrying amount, we would recognize an impairment charge for the difference between the estimated
fair value and the carrying value of the assets. Unless presented separately, the impairment charge is included as a component of amortization expense.
Finite-Lived Intangible Assets
Estimated Amortization Expense of Finite-Lived Intangible Assets
(in billions)
2023
2024
2025
2026
2027
$
$
$
$
$
5.0
4.3
3.6
2.6
1.5
Finite-lived intangible assets are subject to amortization and consist primarily of customer relationships acquired in business combinations, software, trade
names and intellectual property rights. Our finite-lived intangible assets are amortized primarily on a straight-line basis over their estimated useful life or
the term of the associated agreement.
91
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
We capitalize direct development costs associated with internal-use software, including external direct costs of material and services and payroll costs for
employees devoting time to these software projects. We also capitalize costs associated with arrangements that constitute the purchase of, or convey a
license to, software licenses. We generally amortize them on a straight-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 a project, 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 may not be recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating
results, trends or other determinants 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 an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented
separately, the impairment charge is included as a component of amortization expense.
In connection with our annual goodwill impairment assessment, in the third quarter of 2022 we also recorded impairments of intangible assets related to
our Sky segment, which primarily related to customer relationship assets. These impairments totaled $485 million and are presented in goodwill and long-
lived asset impairments in the consolidated statement of income.
Note 11: Employee Benefit Plans
Deferred Compensation Plans
Year ended December 31 (in millions)
Benefit obligation
Interest expense
$
$
2022
4,158 $
272 $
2021
4,002 $
265 $
2020
3,648
293
We maintain unfunded, nonqualified deferred compensation plans for certain members of management and nonemployee directors. The amount of
compensation deferred by each participant is based on participant elections. Participant accounts are credited with income primarily based on a fixed annual
rate. Participants are eligible 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, 2022
and 2021, the cash surrender value of these policies, which is recorded to other noncurrent assets, net, was $449 million and $549 million, respectively.
Pension and Postretirement Benefit Plans
We sponsor several 401(k) defined contribution retirement plans that allow eligible employees to contribute a portion of their compensation through 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 2022, 2021 and 2020, expenses related to these plans totaled $632 million, $595 million and $599 million,
respectively.
We participate in various multiemployer benefit plans, including pension and postretirement benefit plans, that cover some of our employees and temporary
employees who are represented by labor unions. We also participate in other multiemployer benefit plans that provide health and welfare and retirement
savings benefits 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 by other participating employers may lead to adverse changes in the financial condition of one of these plans, which could result in
an increase in our withdrawal liability. Total contributions we made to multiemployer benefit plans and any potential withdrawal liabilities were not
material in any of the periods presented.
Comcast 2022 Annual Report on Form 10-K
92
Table of Contents
Comcast Corporation
Note 12: Equity
Common Stock
1
In the aggregate, holders of our Class A common stock have 66 /3% of the voting power of our common stock and holders of our Class B common stock
have 33 /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 our Class 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 A and Class B common stock outstanding at any given time. The 33 /3% aggregate voting power of our Class B common stock cannot be
diluted by additional issuances of any other class of common stock. Our Class B common stock is convertible, share for share, into Class A common stock,
subject to certain restrictions.
1
2
Shares of Common Stock Outstanding
(in millions)
Balance, December 31, 2019
Stock compensation plans
Employee stock purchase plans
Balance, December 31, 2020
Stock compensation plans
Repurchases and retirements of common stock
Employee stock purchase plans
Balance, December 31, 2021
Stock compensation plans
Repurchases and retirements of common stock
Employee stock purchase plans
Balance, December 31, 2022
Class A
4,544
20
7
4,571
21
(73)
5
4,524
12
(332)
7
4,211
Weighted-Average Common Shares Outstanding
Year ended December 31 (in millions)
Weighted-average number of common shares outstanding – basic
Effect of dilutive securities
Weighted-average number of common shares outstanding – diluted
Antidilutive securities
2022
4,406
24
4,430
176
2021
4,584
70
4,654
35
Class B
9
—
—
9
—
—
—
9
—
—
—
9
2020
4,574
50
4,624
92
Weighted-average common shares outstanding used in calculating diluted earnings per common share attributable to Comcast Corporation shareholders
(“diluted EPS”) considers the impact of potentially dilutive securities using the 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 the associated unrecognized compensation expense is greater than
the average market price of our common stock. Antidilutive securities represent the number of potential common shares related to our share-based
compensation plans that were excluded from diluted EPS because their effect would have been antidilutive.
Accumulated Other Comprehensive Income (Loss)
December 31 (in millions)
Cumulative translation adjustments
Deferred gains (losses) on cash flow hedges
Unrecognized gains (losses) on employee benefit obligations and other
Accumulated other comprehensive income (loss), net of deferred taxes
2022
(3,093)
193
290
(2,611)
2021
1,119
104
257
1,480
$
$
$
$
93
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
Note 13: Share-Based Compensation
Recognized Share-Based Compensation Expense
Year ended December 31 (in millions)
Restricted share units
Stock options
Employee stock purchase plans
Total
$
$
2022
734
327
39
1,100
$
$
2021
729
314
38
1,081
$
$
2020
628
294
38
960
Our 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 our employee stock purchase plans, employees are able to purchase shares of our common stock at a discount through payroll deductions. As of
December 31, 2022, virtually all of our stock options outstanding were net settled stock options, which result in fewer 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, 2022, unless otherwise stated (in millions, except per share data)
Awards granted during 2022
Weighted-average exercise price of awards granted during 2022
Stock options outstanding and nonvested RSUs
Weighted-average exercise price of stock options outstanding
Weighted-average fair value at grant date of nonvested RSUs
Stock
Options
56
44.78
239
41.56
$
$
RSUs
21
45
$
45.73
The 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
which any 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 of dividends, 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 related
weighted-average valuation assumptions.
Year ended December 31
RSUs fair value
Stock options fair value
Stock Option Valuation Assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected option life (in years)
$
$
2022
45.20
8.77
$
$
2021
54.52
9.72
$
$
2.4 %
25.0 %
1.8 %
5.8
1.8 %
22.8 %
0.9 %
5.9
2020
41.71
6.61
2.2 %
21.0 %
1.0 %
6.0
As of December 31, 2022, we had unrecognized pretax compensation expense of $1.2 billion related to nonvested RSUs and unrecognized pretax
compensation expense of $613 million related to nonvested stock options that will be recognized over a weighted-average period of approximately 1.5 and
1.7 years, respectively. In 2022, 2021, and 2020, we recognized $30 million, $209 million and $150 million, respectively, as a reduction to income tax
expense as a result of excess tax benefits associated with our share-based compensation plans.
Comcast 2022 Annual Report on Form 10-K
94
Table of Contents
Comcast Corporation
Note 14: Supplemental Financial Information
Cash Payments for Interest and Income Taxes
Year ended December 31 (in millions)
Interest
Income taxes
Noncash Activities
During 2022:
$
$
2022
3,413 $
5,265 $
2021
3,908 $
2,628 $
2020
3,878
3,183
• we acquired $2.0 billion of property and equipment and intangible assets that were accrued but unpaid
• we recorded a liability of $1.1 billion for a quarterly cash dividend of $0.27 per common share paid in January 2023
During 2021:
• we acquired $2.0 billion of property and equipment and intangible assets that were accrued but unpaid
• we recorded a liability of $1.1 billion for a quarterly cash dividend of $0.25 per common share paid in January 2022
During 2020:
• we acquired $1.9 billion of property and equipment and intangible assets that were accrued but unpaid
• we recorded a liability of $1.1 billion for a quarterly cash dividend of $0.23 per common share paid in January 2021
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the total of the
amounts reported in our consolidated statement of cash flows.
December 31 (in millions)
Cash and cash equivalents
Restricted cash included in other current assets
Restricted cash included in other noncurrent assets, net
Cash, cash equivalents and restricted cash, end of year
$
$
2022
4,749 $
21
12
4,782 $
2021
8,711
56
12
8,778
Our cash equivalents consist primarily of money market funds and U.S. government obligations, as well as commercial paper and certificates of deposit
with maturities of three months or less when purchased. The carrying amounts of our cash equivalents approximate their fair values, which are primarily
based on Level 1 inputs.
Note 15: Commitments and Contingencies
Sports Rights and Licensed Content
Our most significant fixed-price purchase obligations relate to long-term commitments for sports rights and licensed content. Refer to Note 4 for additional
information.
Leases
Our leases consist primarily of real estate, vehicles and other equipment. We determine if an arrangement is a lease at inception. Lease assets and liabilities
are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term
includes options to extend the lease when it is reasonably certain that we will exercise that option. We generally utilize our incremental borrowing rate
based on information available at the commencement of the lease in determining the present value of future payments. The lease asset also includes any
lease payments made and initial direct costs incurred and excludes lease incentives. Lease assets and liabilities are not recorded for leases with an initial
term of one year or less.
For our operating leases recorded in the balance sheet, lease expense is based on the future minimum lease payments recognized on a straight-line basis
over the term of the lease plus any variable lease costs. In 2022, 2021 and 2020, operating lease expenses, inclusive of short-term and variable lease
expenses, recognized in our consolidated statement of income were $1.2 billion, $1.2 billion and $1.1 billion, respectively. These amounts do not include
lease costs associated with production activities or other amounts capitalized in our consolidated balance sheet, which were not material.
95
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Comcast Corporation
The table below summarizes the operating lease assets and liabilities recorded in our consolidated balance sheet.
December 31 (in millions)
Other noncurrent assets, net
Accrued expenses and other current liabilities
Other noncurrent liabilities
$
$
$
2022
5,997
675
6,107
$
$
$
2021
6,467
766
6,473
The table below summarizes our future minimum lease commitments for operating leases as of December 31, 2022.
(in millions)
2023
2024
2025
2026
2027
Thereafter
Total future minimum lease payments
Less: imputed interest
Total liability
December 31,
2022
885
849
745
650
545
7,141
10,814
4,032
6,782
$
$
The weighted-average remaining lease terms for operating leases and the weighted-average discount rates used to calculate our operating lease liabilities as
of December 31, 2022 were 18 years and 3.97%, respectively, and as of December 31, 2021 were 19 years and 3.94%, respectively.
In 2022, 2021 and 2020, cash payments for operating leases recorded in the consolidated balance sheet were $965 million, $987 million and $936 million
respectively. We recognized operating lease assets and liabilities of $2.8 billion related to Universal Beijing Resort in 2021. Lease assets and liabilities
associated with other operating leases entered into or modified were not material in any period presented.
Contractual Obligation
We 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 the
counterparty 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 average of specified historical theme park revenue at the time of exercise, which amount could be significantly higher than our carrying value. As of
December 31, 2022, our carrying value was $1.1 billion, and the estimated value of the contractual obligation was $1.3 billion based on inputs to the
contractual formula as of that date.
Redeemable Subsidiary Preferred Stock
In the first quarter of 2021, we redeemed all of the NBCUniversal Enterprise, Inc. preferred stock and made cash payments equal to the aggregate
liquidation preference of $725 million. The redeemable subsidiary preferred stock was presented in redeemable noncontrolling interests.
Contingencies
We 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
actions is not expected to materially affect our results of operations, cash flows or financial position, any litigation resulting from any such legal
proceedings or claims could be time-consuming and injure our reputation.
Comcast 2022 Annual Report on Form 10-K
96
Table of Contents
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A: Controls and Procedures
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange
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 and
procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, such disclosure controls and procedures were effective.
Management’s annual report on internal control over financial reporting
Refer to Management’s Report on Internal Control Over Financial Reporting on page 64.
Attestation report of the registered public accounting firm
Refer to Report of Independent Registered Public Accounting Firm on page 65.
Changes in internal control over financial reporting
There were no changes in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B: Other Information
None.
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
97
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Part III
Item 10: Directors, Executive Officers and Corporate Governance
Except for the information regarding executive officers required by Item 401 of Regulation S-K, we incorporate the information required by this item by
reference to our definitive proxy statement for our annual meeting of shareholders. We refer to this proxy statement as the 2023 Proxy 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.
The following table sets forth information concerning our executive officers, including their ages, positions and tenure, as of the date hereof.
Name
Brian L. Roberts
Michael J. Cavanagh
Jason S. Armstrong
Jennifer Khoury
Daniel C. Murdock
Thomas J. Reid
Age
63
57
46
49
49
58
Officer Since
1986
2015
2023
2023
2017
2019
Position with Comcast
Chairman and Chief Executive Officer
President
Chief Financial Officer and Treasurer
Chief Communications Officer
Executive Vice President; Chief Accounting Officer and Controller
Chief Legal Officer and Secretary
Brian L. Roberts has served as a director and as Chairman of the Board and Chief Executive Officer for more than five years. Mr. Roberts previously
served as President until October 2022. As of December 31, 2022, Mr. Roberts had sole voting power over approximately 33 /3% of the combined voting
power of our two classes of common stock. He is a son of our late founder, Mr. Ralph J. Roberts.
1
Michael J. Cavanagh has served as President since October 2022 and Chief Financial Officer between July 2015 and January 2023. Prior to joining our
company, Mr. Cavanagh had been Co-President and Co-Chief Operating Officer for The Carlyle Group, a global investment firm, since 2014. Prior to that,
Mr. Cavanagh was the Co-Chief Executive Officer of the Corporate & Investment Bank of JPMorgan Chase & Co. from 2012 until 2014; the Chief
Executive Officer of JPMorgan Chase & Co.’s Treasury & Securities Services business from 2010 to 2012; and the Chief Financial Officer of JPMorgan
Chase & Co. from 2004 to 2010.
Jason S. Armstrong has served as Chief Financial Officer since January 2023 and Treasurer since 2020. He had served as Deputy Chief Financial Officer
since 2022 and had held various senior positions since joining our company in 2014, including as Chief Financial Officer of Sky Limited and as Senior
Vice President of Investor Relations. Prior to that, Mr. Armstrong spent 14 years at Goldman Sachs & Co. LLC where he most recently served as Managing
Director, Deputy Business Unit Leader of the firm’s Technology, Media and Telecommunications Research Group.
Jennifer Khoury has served as Chief Communications Officer since February 2020. She had held various senior positions since joining our company in
1999, including Senior Vice President of Corporate and Digital Communications, leading communications for Comcast Cable and the corporation’s digital
and social media. Previously, Ms. Khoury led communications, public affairs and social responsibility programs and campaigns for AT&T Broadband and
MediaOne and served as a strategic consultant for ML Strategies, LLC.
Daniel C. Murdock has served as an Executive Vice President since March 2020, Chief Accounting Officer since March 2017 and Controller since July
2015. Prior to joining our company, Mr. Murdock had been with the U.S. Securities and Exchange Commission where he served as the Deputy Chief
Accountant in the agency’s Office of the Chief Accountant since 2013. Prior to that, he was Deloitte & Touche’s Audit/Industry Professional Practice
Director for media and entertainment.
Thomas J. Reid has served as Chief Legal Officer and Secretary since April 2019. Prior to joining our company, Mr. Reid had served 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.
Item 11: Executive Compensation
We incorporate the information required by this item by reference to our 2023 Proxy Statement.
Comcast 2022 Annual Report on Form 10-K
98
Table of Contents
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
We incorporate the information required by this item by reference to our 2023 Proxy Statement.
Item 13: Certain Relationships and Related Transactions, and Director Independence
We incorporate the information required by this item by reference to our 2023 Proxy Statement.
Item 14: Principal Accountant Fees and Services
We incorporate the information required by this item relating to our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), by reference to our
2023 Proxy Statement.
99
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Part IV
Item 15: Exhibits and Financial Statement Schedules
(a) Our 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 list
of Comcast’s consolidated financial statements are found on page 63 of this report. Financial statement schedules are omitted because 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 (all of which are under Commission File No. 001-32871, except as otherwise noted):
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Amended and Restated Articles of Incorporation of Comcast Corporation (incorporated by reference to Exhibit 3.1 to Comcast’s Current
Report on Form 8-K filed on December 15, 2015).
Amended and Restated By-Laws of Comcast Corporation (incorporated by reference to Exhibit 3.1 to Comcast’s Current Report on Form 8-K
filed on December 27, 2022).
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Comcast’s Annual Report on Form 10-K for the year
ended December 31, 2002).
Indenture, dated January 7, 2003, between Comcast Corporation, the subsidiary guarantor party thereto, and The Bank of New York Mellon
(f/k/a The 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
ended December 31, 2008).
First Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto,
and The 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 Comcast’s Annual Report on Form 10-K for the year ended December 31, 2008).
Second Supplemental Indenture, dated August 31, 2009, to the Indenture between Comcast Corporation, the subsidiary guarantors party
thereto, and The 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).
Third Supplemental Indenture, dated March 27, 2013, to the Indenture between Comcast Corporation, the subsidiary guarantors party thereto,
and The 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
Indenture dated March 25, 2003 and a second Supplemental Indenture dated August 31, 2009 (incorporated by reference to Exhibit 4.4 to
Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
Fourth Supplemental Indenture, dated October 1, 2015, to the Indenture dated January 7, 2003 between Comcast Corporation, the subsidiary
guarantors party thereto, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, as supplemented by a First
Supplemental Indenture 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).
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).
First Supplemental Indenture dated as of November 17, 2015, to the 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 4.4 to Post Effective
Amendment No. 2 to Comcast’s Registration Statement on Form S-3 filed November 23, 2015).
Second Supplemental Indenture dated as of July 29, 2022, to the Senior Indenture dated September 18, 2013, among Comcast Corporation, the
guarantors party thereto, and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated November
17, 2015 (incorporated by reference to Exhibit 4.4 to Comcast’s Registration Statement on Form S-3 filed July 29, 2022).
4.10
Indenture, dated as of April 30, 2010, between NBC Universal, Inc. (n/k/a NBCUniversal Media, LLC) and The Bank of New York Mellon, as
trustee (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 2022 Annual Report on Form 10-K
100
Table of Contents
4.11
4.12
4.13
4.14
First Supplemental Indenture, dated March 27, 2013, to the Indenture between NBCUniversal Media, LLC (f/k/a NBC Universal, Inc.) and
The Bank of 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 the quarter ended March 31, 2013).
Second Supplemental Indenture, dated October 1, 2015, to the Indenture dated April 30, 2010 between NBC Universal, Inc. (n/k/a
NBCUniversal Media, LLC) and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture dated March
27, 2013 (incorporated by reference to Exhibit 4.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
Trust Deed dated September 5, 2014 among BSKYB Finance UK plc, British Sky Broadcasting Group plc, the initial guarantors party thereto
and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated by reference to Exhibit 4.13 to Comcast’s Annual Report on
Form 10-K for the year ended December 31, 2018).
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 Sky
Broadcasting Group plc), the initial guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated by
reference 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 of
securities 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.
Credit Agreement dated as of March 30, 2021, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG
Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to
Comcast’s Current Report on Form 8-K filed on March 31, 2021).
Amendment No. 1 dated December 31, 2021, to Credit Agreement dated as of March 30, 2021, among Comcast Corporation, the financial
institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A.,
Mizuho Bank, Ltd., Morgan Stanley MUFG Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents
(incorporated by reference to Exhibit 10.2 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2021).
Amendment No. 2 dated as of December 9, 2022, to Credit Agreement dated as of March 30, 2021, among Comcast Corporation, the financial
institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A.,
Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents.
Comcast Select Deferred Compensation Plan, as amended and restated effective October 12, 2021 (incorporated by reference to Exhibit 10.3
to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2021).
Comcast Corporation 2003 Stock Option Plan, as amended and restated April 10, 2020 (incorporated by reference to Exhibit 10.4 to Comcast’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
Comcast Corporation 2002 Deferred Compensation Plan, as amended and restated effective March 1, 2021 (incorporated by reference to
Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated effective July 13, 2021 (incorporated by reference to
Exhibit 10.6 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2021).
Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective March 1, 2021 (incorporated by reference to Exhibit 10.1
to Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
Comcast Corporation 2006 Cash Bonus Plan, as amended and restated effective February 18, 2015 (incorporated by reference to Exhibit 10.11
to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2015).
Comcast Corporation 2002 Non-Employee Director Compensation Plan, as amended and restated effective July 31, 2020 (incorporated by
reference to Exhibit 10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).
Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference to
Appendix C to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016).
10.1
10.2
10.3
10.4
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
101
Comcast 2022 Annual Report on Form 10-K
Table of Contents
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27
10.28
10.29
10.30
10.31
Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated effective February 22, 2016 (incorporated by reference
to Appendix D to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016).
Employment Agreement with Brian L. Roberts, dated as of July 26, 2017 (incorporated by reference to Exhibit 10.2 to Comcast’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017).
Amendment No. 1 to Employment Agreement with Brian L. Roberts, dated as of December 16, 2019 (incorporated by reference to Exhibit
10.20 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2019).
Employment Agreement dated as of December 27, 2022 between Comcast Corporation and Michael J. Cavanagh.
Employment Agreement dated as of January 6, 2023 between Comcast Corporation and Jason S. Armstrong.
Employment Agreement dated as of October 25, 2022 between Comcast Corporation and David N. Watson (incorporated by reference to
Exhibit 10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).
Employment Agreement dated as of February 19, 2020 between Comcast Corporation and Jeffrey Shell (incorporated by reference to Exhibit
10.2 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
Employment Agreement dated as of January 1, 2021 between Comcast Corporation and Dana Strong (incorporated by reference to Exhibit
10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).
Employment Agreement dated as of April 15, 2019 between Comcast Corporation and Thomas J. Reid (incorporated by reference to Exhibit
10.1 to Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
Form of Non-Qualified Stock Option and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2003 Stock Option
Plan (incorporated by reference to Exhibit 10.35 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2020).
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted
Stock Plan (incorporated by reference to Exhibit 10.37 to Comcast’s Annual Report on Form 10-K for the year ended December 31, 2020).
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted
Stock Plan.
Form of Performance-Based Stock Option Award.
Form of Airplane Time Sharing Agreement (incorporated by reference to Exhibit 10.60 to Comcast’s Annual Report on Form 10-K for the
year ended December 31, 2014).
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Comcast’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009).
Fourth Amended and Restated Shareholders Agreement, dated as of April 15, 2022, among Atairos Group, Inc., Comcast AG Holdings, LLC,
Atairos Partners, L.P., Atairos Management, L.P. and Comcast Corporation.
Consultant Agreement, dated as of January 20, 1987, between Steven Spielberg and Universal City Florida Partners (incorporated by reference
to Exhibit 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)).
Amendment dated February 5, 2001 to the Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City
Florida Partners (incorporated by reference to Exhibit 10.50 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)).
Amendment to the Consultant Agreement, dated as of October 18, 2009, between Steven Spielberg, Diamond Lane Productions, Inc. and
Universal City Development Partners, Ltd. (incorporated by reference to Exhibit 10.52 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)).
Letter Agreement dated July 15, 2003, among Diamond Lane Productions, Vivendi Universal Entertainment LLLP and Universal City
Development Partners, 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)).
Comcast 2022 Annual Report on Form 10-K
102
Table of Contents
21
22
23
31
32
101
104
*
List of subsidiaries.
Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant.
Consent of Deloitte & Touche LLP.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The following financial statements from Comcast Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022, filed
with the Securities and Exchange Commission on February 3, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (1)
the Consolidated Statement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash
Flows; (4) the Consolidated Balance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial
Statements.
Cover Page Interactive Data File (embedded within the iXBRL document)
Constitutes a management contract or compensatory plan or arrangement.
Item 16: Form 10-K Summary
None.
103
Comcast 2022 Annual Report on Form 10-K
Table of Contents
Signatures
Pursuant 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 by the undersigned, thereunto duly authorized in Philadelphia, Pennsylvania on February 3, 2023.
By:
/s/ BRIAN L. ROBERTS
Brian L. Roberts
Chairman and Chief Executive Officer
Pursuant 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 in the capacities and on the dates indicated.
Signature
Title
Date
/s/ BRIAN L. ROBERTS
Brian L. Roberts
/s/ JASON S. ARMSTRONG
Jason S. Armstrong
/s/ DANIEL C. MURDOCK
Daniel C. Murdock
/s/ KENNETH J. BACON
Kenneth J. Bacon
/s/ MADELINE S. BELL
Madeline S. Bell
/s/ EDWARD D. BREEN
Edward D. Breen
/s/ GERALD L. HASSELL
Gerald L. Hassell
/s/ JEFFREY A. HONICKMAN
Jeffrey A. Honickman
/s/ MARITZA G. MONTIEL
Maritza G. Montiel
/s/ ASUKA NAKAHARA
Asuka Nakahara
/s/ DAVID C. NOVAK
David C. Novak
Chairman and Chief Executive Officer; Director
(Principal Executive Officer)
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Executive Vice President, Chief Accounting
Officer and Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
February 3, 2023
Comcast 2022 Annual Report on Form 10-K
104
DESCRIPTION OF COMCAST CORPORATION’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Exhibit 4.15
As of December 31, 2022, Comcast Corporation (“Comcast,” the “Company,” “we,” “us” or “our”) had ten classes of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our
common stock, (2) our 2.0% Exchangeable Subordinated Debentures due 2029, (3) our 5.50% Notes due 2029, (4) our 0.000%
Notes due 2026, (5) our 0.250% Notes due 2027, (6) our 1.500% Notes due 2029, (7) our 0.250% Notes due 2029, (8) our
0.750% Notes due 2032, (9) our 1.875% Notes due 2036 and (10) our 1.250% Notes due 2040.
(1)
DESCRIPTION OF OUR COMMON STOCK
In the following summary, references to the “Company,” “we,” “us” and “our” refer only to Comcast and not any of its
subsidiaries. The statements made under this caption include summaries of certain provisions contained in our articles of
incorporation and by-laws. This summary does not purport to be complete and is qualified in its entirety by reference to such
articles of 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
common stock, $0.01 par value per share. There are currently authorized 7.5 billion shares of Class A common stock, 75 million
shares of Class B common stock and 20 million shares of preferred stock. Our Board of Directors (the “Board”) may issue
preferred stock, in one 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 shall determine.
Dividends
Subject to the preferential rights of any preferred stock then outstanding, holders of our Class A common stock and Class
B common stock are entitled to receive, from time to time, when, as and if declared, in the discretion of our Board, such cash
dividends as our Board may from time to time determine, out of such funds as are legally available therefor, in proportion to the
number of shares 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 are legally available therefor. However, stock dividends on, or stock splits of, any class of common stock will not be
paid or issued unless 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 our Class A common stock.
Voting Rights
As a general matter, on all matters submitted for a vote to holders of all classes of our voting stock, holders of our Class A
common stock in the aggregate hold 66 2/3% of the aggregate voting power of our capital stock, and holders of our Class B
common stock in the aggregate hold a non-dilutable 33 1/3% of the combined voting power of our capital stock. This
nondilutable voting power is subject to proportional decrease to the extent the number of shares of Class B common stock is
reduced below 9,444,375, subject to adjustment in specified situations. Stock dividends payable on the Class B common stock in
the form of Class B common stock do not decrease the nondilutable voting power of the Class B common stock.
Approval Rights
Except 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 other
transaction, in each case that requires our shareholders’ approval under applicable law, or any other transaction that would result
in any person or group owning shares representing in excess of 10% of the aggregate voting power of the resulting or surviving
corporation, or any issuance of securities (other than pursuant to director or officer stock option or purchase plans) requiring our
shareholders’ approval under the rules and regulations of any stock exchange or quotation system; (2) any issuance of our Class
B common stock or any securities exercisable or exchangeable for or convertible into our Class B common stock; and (3) articles
of incorporation or by-law amendments (such as an amendment to the articles of incorporation to opt in to any of the
Pennsylvania antitakeover statutes) and other actions (such as the adoption, amendment or redemption of a shareholder rights
plan) that limit the rights of holders of our Class B common stock or any subsequent transferee of our Class B common stock to
transfer, vote or otherwise exercise rights with respect to our capital stock.
Conversion of Class B Common Stock
The Class B common stock is convertible share for share into Class A common stock, subject to certain restrictions.
Preference on Liquidation
In the event of our liquidation, dissolution or winding up, either voluntary or involuntary, the holders of Class A common
stock and Class B common stock are entitled to receive, subject to any liquidation preference of any preferred stock then
outstanding, 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 or
recapitalization, holders of each class of our common stock outstanding do not receive the same consideration for each of their
shares of our common stock (i.e., the same amount of cash or the same number of shares of each class of stock issued in the
transaction in proportion to the number of shares of our common stock held by them, respectively, without regard to class),
holders of each such class of our common stock will receive “mirror” securities (i.e., shares of a class of stock having
substantially equivalent rights as the applicable class of our common stock).
Miscellaneous
The holders of Class A common stock and Class B common stock do not have any preemptive rights. All shares of Class
A common stock and Class B common stock presently outstanding are, and all shares of the Class A common stock offered
hereby, or issuable 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 2029
The following summary of our 2.0% Exchangeable Subordinated Debentures due 2029 (the “ZONES”) is based on the
indenture 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, 2005 among Comcast Holdings, the Trustee and
Comcast (together with the Base Indenture, the “Indenture”). This summary does not purport 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.
General
The 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 purpose
within the City and State of New York or, at our option, payment of interest may be made by check mailed to the holders of the
ZONES at their respective addresses set forth in the register of holders of the ZONES, provided that all payments with respect to
ZONES, the holders of which have given wire transfer instructions, on or prior to the relevant record date, to the paying agent,
are made by wire transfer of immediately available funds to the accounts specified by the holders. Until we otherwise designate,
our office or agency in New York will be the office of the trustee maintained for that purpose. The ZONES are issued in
denominations of one ZONES and integral multiples thereof.
Interest
We make quarterly interest payments in an amount equal to $0.4082 per ZONES, or 2.0% per year of the original
principal amount, plus the amount of any quarterly cash dividend paid on the reference shares attributable to each ZONES.
Holders of the ZONES are not expected to receive interest attributable to any cash dividend on the reference shares for this
payment period because Sprint 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
payments of interest.
We also distribute, as additional interest on the ZONES, any property, including cash (other than any quarterly cash
dividend), distributed on or with respect to the reference shares (other than publicly traded equity securities, which will
themselves become reference shares). If the additional interest on the reference shares includes publicly traded securities (other
than equity securities), we will distribute those securities. We will not, however, distribute fractional units of securities. We will
pay cash instead of distributing the fractional units. Otherwise, we will distribute the fair market value of any property
comprising additional interest as determined in good faith by our board of directors. We will distribute any additional interest to
holders of the ZONES on the 20th business day after it is distributed on the reference shares. The record date for any distribution
of additional interest is the 10th business 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 quarterly
basis to the extent necessary so that the yield to the date of
computation (including all interest payments other than those attributable to 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
the next 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 of New York are authorized or obligated by law or regulation to close.
Deferral of interest payments
If no event of default has occurred and is continuing under the ZONES, we can, on one or more occasions, defer quarterly
interest payments on the ZONES for up to 20 consecutive quarterly periods. If we terminate a deferral period and subsequently
elect to 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 to defer 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 defer
distributions of additional interest.
If we defer quarterly payments of interest, the contingent principal amount of the ZONES will increase by the amount of
the deferred quarterly payments of interest, plus accrued interest thereon at an annual rate of 2.0%, compounded quarterly, and
the early exchange ratio will be 100% for the quarter following each deferral of a payment of quarterly interest. Once we have
paid all deferred quarterly interest, plus accrued interest thereon, together with the quarterly interest payment for the current
quarterly interest payment period, the contingent principal amount will reduce by the amount of that payment of deferred
quarterly interest plus accrued interest thereon, the early exchange ratio will decrease to 95% and we can again defer quarterly
interest payments as described above. Instead of accruing cash interest on the ZONES during a quarterly deferral period, so long
as the current market value 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, we will be deemed current on that quarterly payment of interest and will not increase the contingent
principal amount, although the early exchange ratio will remain at 100% only for the five business days immediately following
the scheduled quarterly interest payment date related to the deferral. After that five day period, the early exchange ratio will
decrease to 95%. At the time we give notice that we intend to defer a quarterly payment of interest, we must elect to either accrue
cash interest on the ZONES for that quarterly 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 a
press release and provide it to DTC for dissemination through the DTC broadcast facility. We will give this notice one business
day before 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
to holders 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
quarterly payment of interest as a deferral notice date. When applicable, we will state in any deferral notice that we are not
subject to the 20 consecutive period limitation on deferrals and may continue to defer the payment of quarterly interest until
maturity or earlier redemption.
Principal amount
The original principal amount per ZONES is equal to its initial purchase price, or $81.6325. The minimum amount
payable upon redemption or maturity of a ZONES (which we refer to as the contingent principal amount) will initially be equal to
the original principal amount. If an “extraordinary dividend” is ever paid on the reference shares, the contingent principal amount
will be reduced on a quarterly basis to the extent necessary so that the yield to the date of computation (including all quarterly
interest payments other than those attributable to regular periodic cash dividends) does not exceed a 2.0% annual yield. In no
event will the contingent principal amount be less than zero.
An “extraordinary dividend” means a dividend or distribution consisting of cash or any other property (other than
additional reference 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
combination or otherwise, the maturity of the ZONES will not be accelerated and the ZONES will continue to remain outstanding
until the maturity 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) the
sum 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 all dividends and distributions on or in respect of the reference shares which a holder of reference shares on the
pricing date (defined below) would be entitled to receive.
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 rate of 2.0% on the original principal amount of the ZONES from the most recent scheduled
interest payment date to the date of redemption, plus
all dividends and distributions on or in respect of the reference shares declared by the applicable reference
company and for which the ex- date for the dividend or distribution falls during the period from the date of
original issuance of the ZONES to the most recent scheduled interest payment date and which have not been
distributed to holders of reference shares prior to the most recent scheduled interest payment date, plus
all dividends and distributions on or in respect of the reference shares which a holder of reference shares
during the period from the most recent scheduled quarterly interest payment date to the date immediately
preceding the first trading day of the averaging period is entitled to receive, plus
a distribution equal to the sum of, for each successive day in the averaging period that is anticipated on the
first day of the averaging period to be a trading day, the amounts determined in accordance with the
following formula:
(1)
(2)
(3)
(4)
E x (1 - 0.05n)
where:
all dividends and distributions on or in respect of the reference shares which a holder of reference shares on
the applicable day would be entitled to receive, provided that an ex- date that occurs on a day that is not a
scheduled trading day shall be deemed to have occurred on the immediately preceding scheduled trading
day; and
the number of scheduled trading days that have elapsed in the averaging period with the first trading day of
the averaging period being counted as zero.
E =
n =
A holder of the ZONES is only entitled to receive distributions determined in accordance with clauses (2), (3) or (4) to the
extent actually distributed by the applicable reference company. Amounts calculated with respect to cash amounts paid by the
applicable reference company on reference shares as described in clauses (2), (3) or (4) before the redemption date or the
maturity date, as the case may be, will be paid on the redemption date or the maturity date, as the case may be. Amounts
calculated with respect to all other property distributed, or the cash value of
the property, will be distributed within 20 business days after it is distributed on the reference shares.
Exchange option
At 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
ZONES or (b) during a deferral of the quarterly interest payments on the ZONES or, if we so elect, during the pendency of any
tender or exchange offer for any of the reference shares, 100% of the exchange market value of the reference shares attributable
to each ZONES.
We will pay the amount due upon exchange as soon as reasonably practicable after delivery of an exchange notice to the
trustee, 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 the
notice.
The “exchange market value” means the closing price (as defined below) on the trading day (as defined below) following
the date of delivery of an exchange notice to the trustee, unless more than 500,000 ZONES have been delivered for exchange on
that date. If more than 500,000 ZONES have been delivered for exchange, then the exchange market value shall be the average
closing price 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
issue a 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 the DTC broadcast facility. Our failure to provide these notices, however, will not affect the determination of exchange
market value as described above.
So long as the ZONES are held through DTC, a holder may exercise his or her exchange right through the relevant direct
participant in the DTC ATOP system. If the ZONES are held in certificated form, such holder may exercise his or her exchange
right as follows:
•
•
•
•
complete and manually sign an exchange notice in the form available from the trustee and deliver this notice
to the trustee 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
with respect to the ZONES delivered for exchange.
Redemption
We may redeem at any time all but not some of the ZONES at a redemption price equal to the sum of the higher of the
contingent principal amount of the ZONES or the sum of the current market value of the reference shares plus any deferred
quarterly 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 the
average 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 the
payment required upon redemption in connection with a rollover offering, “current market value” means the closing price per
reference share on the trading day immediately preceding the date that the rollover offering is priced (which we refer to as the
pricing 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
share on the pricing date, except that if there is not a trading day immediately preceding the pricing date or (where pricing occurs
after 4:00 p.m., New York City time, on the pricing date) if the pricing date is not a trading day, “current market value” means the
market value per reference share as of the redemption date as determined by a nationally recognized independent investment
banking firm retained 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) a
sale of securities that are priced by reference to the reference shares, in either case, by means of a completed public offering or
offerings by us (which may include one or more exchange offers) and which is expected to yield net proceeds which are
sufficient to pay the redemption amount for all of the ZONES. The trustee will notify holders if we elect to redeem their ZONES
in connection with a rollover offering not less than 30 nor more than 60 business days prior to the redemption date. We will also
issue a press release prior to 4:00 p.m., New York City time, on the business day immediately before the day on which the closing
price of the reference 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 to be priced (including whether the rollover offering will be priced during trading on the pricing date or after
the close of trading on the pricing date) and consequently, whether the closing price for the reference shares by which the current
market value will be measured 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 broadcast facility.
The “closing price” of any security on any date of determination means the closing sale price (or, if no closing sale price
is reported, the last reported sale price) of that security (regular way) on the NYSE on that date or, if that security is not listed for
trading on the NYSE on that date, as reported in the composite transactions for the principal United States securities exchange on
which that security is so listed, or if that security is not so listed on a United States national or regional securities exchange, as
reported 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
is available for any day, our board of directors will be entitled to determine the closing price on the basis of those quotations that
it in good faith considers appropriate. To the extent that trading of reference shares regular way continues past 4:00 p.m., New
York City time, “closing price” shall be deemed to refer to the price at the time that is then customary for determining the trading
day’s index levels for stocks traded on the primary national securities exchange or automated quotation system on which the
reference shares are then traded or quoted. All references to 4:00
p.m., New York City time, in the definition of “current market value” shall thereafter be deemed 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 not
suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of
business and (b) has traded at least once on the national or regional securities exchange or association or over-the-counter market
that 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
right exercisable within 180 days after such “tax event”, upon not less than 15 business days’ notice, to redeem the ZONES, in
whole, at a redemption price equal to the higher of the contingent principal amount of the ZONES or the sum of the current
market value of the reference shares, determined by reference to an averaging period of 5 rather than 20 trading days, plus, in
either case, the final period distribution (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 counsel
experienced in such matters to the effect that as a result of (a) any amendment to, clarification of, or change (including any
announced prospective change) in the laws, or any regulations thereunder, of the United States or any political subdivision or
taxing authority thereof or therein, or (b) any judicial decision, official administrative pronouncement, ruling, regulatory
procedure, notice or announcement, including any notice or announcement of intent to adopt such procedures or regulations, in
each case, on or after the date of this prospectus supplement (a “change in tax law”), there is the creation by such change in tax
law of a substantial risk that, as a result of entrance into the ZONES, we will be treated for purposes of Section 1259 of the
Internal Revenue Code as having constructively 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 not
pursuant to a “tax event”) and will irrevocably deposit with the trustee sufficient funds to pay the redemption amount.
Distributions to 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 of distribution.
Once notice of redemption is given and funds are irrevocably deposited, interest on the ZONES will cease to accrue on
and after 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, if applicable, 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 (and
without any interest or other payment in respect of that delay). However, if the next business day is in the next calendar year, the
redemption 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
to accrue at an annual rate of 2.0% from the original redemption date to the actual date of payment. In this case, the actual
payment date will be considered the redemption date for purposes of calculating the redemption amount. The final period
distribution will be deemed paid on the original redemption date scheduled to the extent paid as set forth in the definition of final
period distribution above.
In compliance with applicable law (including the United States federal securities laws), we and our affiliates may, at any
time, purchase outstanding ZONES by tender, in the open market or by private agreement.
Subordination
The ZONES are unsecured and junior in right of payment to all senior indebtedness (as we define below). This means that
no payment 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 that default 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, whether
voluntary 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 the
holders of the ZONES are entitled to receive or retain any payment. Because of this subordination, if we dissolve or otherwise
liquidate, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt, including the ZONES, may
receive less, ratably, than our other creditors. Upon payment in full of the senior indebtedness, the holders of the ZONES will
assume rights similar to the holders of senior indebtedness to receive any remaining payments or distributions applicable to
senior indebtedness until all amounts owing on the ZONES are paid in full. The ZONES are intended to rank equally with all
other existing 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 of
the 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 the vendor 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
accounting principles;
•
•
•
all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations
of others of the kind described in the third bullet point above that we, in any manner, assume or guarantee or
that we in effect guarantee 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 point above 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
or evidencing it or the assumption or guarantee relating to it expressly provides that such indebtedness, lease, renewal, extension
or refunding is not superior in right of payment to subordinated debt securities. Our senior debt securities, and any indebtedness
outstanding under our senior subordinated debentures indenture dated as of October 17, 1991 between us and Harris Trust and
Savings Bank as successor trustee to Morgan Guaranty Trust Company of New York, constitute senior indebtedness for purposes
of the 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
that ranks senior in priority of payment to the ZONES.
Amount payable upon bankruptcy
Upon 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 claim against us in an amount equal to the higher of (a) the contingent principal amount of the ZONES or (b) the sum of the
current market value (without giving effect to the provisions relating to rollover offerings) of the reference shares plus any
deferred quarterly payments of interest (including any accrued interest thereon), plus, in either case, the final period distribution
determined as 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 be
substantially less than the amount of their claim.
Dilution adjustments
For 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 a holder of a reference share in respect of that reference share, and, to the extent the reference
share remains outstanding after any of the following events but without duplication, including the reference
share, in each case directly 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 of a reference company (which we refer to as a reference company successor),
with or into another entity (other than a merger or consolidation in which the reference company is
the continuing corporation and in which the reference company common stock outstanding
immediately prior to the merger or consolidation is not exchanged 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
with another corporation (other than in connection with a merger or acquisition and other than a
statutory exchange of securities in which the reference company is the continuing corporation and
in which the reference company 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 its Articles of Incorporation shall be deemed a consolidation or merger, with the Sprint PCS Group
deemed to be the reference company, with Sprint deemed to be the reference company successor if Sprint
FON stock or any other common stock of Sprint is issued in exchange for the Sprint PCS stock or with the
relevant acquiror of the Sprint PCS Group assets deemed to be the reference company successor if common
stock other than Sprint FON stock is issued in 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
outstanding shares of Sprint PCS stock in exchange for common stock of one or more wholly-owned
subsidiaries that collectively hold all of the assets and liabilities attributed to its PCS Group shall be deemed
an exchange of shares of Sprint PCS stock 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 in
distribution on a reference share, unless it is also a reference share, in which case it shall become part of a reference share. Upon
any distribution of fractional shares or units of securities, other than fractional reference shares, we will pay the holders cash in
lieu of distribution 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
of a reference company. A “reference share offer” shall include a conversion or redemption by Sprint of less than all shares of
Sprint PCS 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 equity
securities, if any, deemed to be distributed on or in respect of a reference share as average transaction consideration less the
reference 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 offer
will be equal to (a) the aggregate consideration actually paid or distributed to all holders of reference shares in the reference share
offer, divided by (b) the total number of reference shares outstanding immediately prior to the expiration of the reference share
offer and entitled to participate in that reference share offer.
The “reference share proportionate reduction” means a proportionate reduction in the number of reference shares which
are the subject of the applicable reference share offer and attributable to one ZONES calculated in accordance with the following
formula:
where:
R = X / N
R =
X =
N =
the fraction by which the number of reference shares of the class of reference shares subject to the reference
share offer and attributable to one ZONES will be reduced.
the aggregate number of reference shares of the class of reference shares subject to the reference share offer
accepted in the reference share offer.
the aggregate number of reference shares of the class of reference shares subject to the reference share offer
outstanding 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
average transaction consideration deemed to be received on the reference shares of the class subject to the reference share offer
and attributable to each ZONES immediately prior to giving effect to the reference share proportionate reduction relating to that
reference share offer (other than average transaction consideration that is publicly traded equity securities which will themselves
become 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
reference share offer is commenced in relation to the reference shares the subject of the then existing reference share offer, we
can change our original election by electing to increase the early exchange ratio to 100% during the pendency of the new
reference share offer, or we can continue to elect to make a reference share offer adjustment. We will similarly be entitled to
change our election for each further 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 new reference share offer.
If we elect to increase the early exchange ratio to 100% in connection with a reference share offer, no reference share
offer adjustment 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
release and provide it to DTC for dissemination through the DTC broadcast facility. We will give this notice no later than 10
business days before the scheduled expiration of the reference share offer.
Calculations in respect of the ZONES
We will be responsible for making all calculations called for under the ZONES. These calculations include, but are not
limited 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
holders of the ZONES. We will provide a schedule of our calculations to the trustee and the trustee is entitled to rely upon the
accuracy of our calculations without independent verification.
Modification and Waiver
Comcast Holdings, when authorized by a resolution of its Board certified to the Trustee, and the Trustee, without consent
of holders, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of
the following purposes:
(a) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the
successor 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
which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make
such other provisions in regard to matters or questions arising under the Indenture or under any supplemental indenture as the
Board may deem necessary 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
ZONES and to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the
administration 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 of
1939;
(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
more series of ZONES;
(i) to add to the covenants of the Issuer such new covenants, restrictions, conditions or provisions as its Board shall
consider to be for the protection of the holders of ZONES, and with respect to which the Trustee has received an opinion of
counsel to a similar 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 be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement
upon such an Event of 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 a majority 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 time
outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a
resolution of its Board, and the Trustee may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ZONES;
provided, that no such supplemental indenture 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 the
ZONES;
(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 is
payable;
(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
such supplemental indenture, for any waiver of compliance with any provisions of the Indenture or any defaults and their
consequences 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 Base
Indenture;
(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 of
redemption 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
provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of
ZONES affected thereby; or
(j) change or waive any provision that, pursuant to a board resolution or indenture supplemental hereto establishing the
terms 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)
(b)
default in the payment of any installment of interest upon any ZONES as and when the same shall become
due and payable, and continuance of such default for a period of 30 days;
default in the payment of all or any part of the principal on any ZONES as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or otherwise;
default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the ZONES
(other than a covenant or warranty in respect of the ZONES a default in whose performance or whose
breach is elsewhere in this section specifically dealt with), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to
the Issuer and the Trustee by the holders of at least 25% in principal amount of the outstanding ZONES
affected thereby, a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” pursuant to the Indenture;
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an
involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect
for a period of 180 consecutive days;
the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make
any general assignment for the benefit of creditors; or
any other Event of Default provided in the supplemental indenture or resolution of the Board under which
such ZONES are issued or in the form of security for such series.
(c)
(d)
(e)
(f)
If an Event of Default described in clauses (a), (b), (c), or (f) above occurs and is continuing, then, and in each and
every such case, unless the principal of all ZONES shall have already become due and payable, either the Trustee or the holders
of not less than 25% in aggregate principal amount of the ZONES then outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given by holders), may declare the entire principal of all
ZONES and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable. If an Event of Default described in clauses (d) or (e) occurs and is continuing, then the
principal amount of all ZONES then outstanding and interest accrued thereon, if any, shall be and become immediately due and
payable, without any notice or other action by any holder or the Trustee, to the full extent permitted by applicable law.
(3)
DESCRIPTION OF OUR 5.50% NOTES DUE 2029
The 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 “Base
Indenture”), as amended by the first supplemental indenture dated as of March 25, 2003, the second supplemental indenture dated
as of August 31, 2009, the third supplemental indenture dated as of March 27, 2013 and the fourth supplemental indenture dated
as of October 1, 2015 among Comcast, Comcast Cable Communications, LLC, NBCUniversal Media, LLC (together with
Comcast Cable Communications, 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 in its entirety by reference to such Indenture.
Interest Payments
The 2029 Notes bears interest at a rate of 5.50% per annum and we will pay interest on the 2029 Notes on November 23
of each year, beginning November 23, 2011. Interest on the 2029 Notes is computed on the basis of the actual number of days in
the period for which interest is being calculated and the actual number of days from and including the date from which interest
begins to accrue for the period (or November 23, 2010 if no interest has been paid on the 2029 Notes), to but excluding the next
scheduled interest payment date. If the scheduled interest payment date is not a business day, then interest will be paid on the first
business day following the scheduled interest payment date. Interest periods are unadjusted. The day count convention is
ACTUAL/ACTUAL (ICMA).
Guarantees
Our 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 Guarantors
The guarantees will not contain any restrictions on the ability of any Guarantor to (i) pay dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of that Guarantor’s capital stock or (ii) make any
payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that Guarantor.
Optional Redemption
We 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
to their maturity, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of
notes, at a 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 the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on an annual 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,
0.0005 being rounded upwards), at which the gross redemption yield (as calculated by the trustee) on the 2029 Notes, if they
were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross
redemption yield on such business day of the Comparable Government Bond (as defined below) on the basis of the middle
market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by
an independent investment bank selected by us.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the
discretion of an independent investment bank selected by us, a United Kingdom government bond whose maturity is closest to
the maturity 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/or market makers in, United Kingdom government bonds selected by such independent investment bank, determine to be
appropriate for 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
for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date,
we will deposit with the trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an
interest payment date) accrued and unpaid interest to the redemption date on the 2029 Notes to be redeemed on such date. If less
than all of the 2029 Notes of any series are to be redeemed, the 2029 Notes to be redeemed shall be selected by the trustee by
such method as the trustee shall deem fair and appropriate. Additionally, we may at any time repurchase notes in the open market
and may hold or surrender 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. If
any of these special tax events do occur, the 2029 Notes will be redeemed at a redemption price of 100% of their principal
amount plus accrued and unpaid interest to the date fixed for redemption. See “-Redemption for Tax Reasons.”
Payment of Additional Amounts
We are required, subject to the exceptions and limitations set forth below, to pay as additional interest on the 2029 Notes
such additional amounts as are necessary in order that the net payment by us or a paying agent of the principal of and interest on
the 2029 Notes to a holder who is not a United States person (as defined below), after withholding or deduction for any present or
future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States will
not be less than the amount provided in the 2029 Notes to be then due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply:
to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or
a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust,
partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary
holder, being considered as:
(1)
(a)
being or having been engaged in a trade or business in the United States or having or having had a
permanent establishment in the United States;
having a current or former connection with the United States (other than a connection arising
solely as a result of 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;
being or having been a personal holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax;
being or having been a “10-percent shareholder” of Comcast as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor
provision; or
being a bank receiving payments on an extension of credit made pursuant to a loan agreement
entered into the ordinary course of its trade or business;
to any holder that is not the sole beneficial owner of the 2029 Notes, or a portion of the 2029 Notes, or that is
a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with
respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would
not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner
or member received directly its beneficial or distributive share of the payment;
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of
the holder or any other person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with the United States of the
holder or beneficial owner of the 2029 Notes, if compliance is required by statute, by regulation of the
United States or any taxing authority therein or by an applicable income tax treaty to which the United States
is a party as a precondition to exemption from such tax, assessment or other governmental charge;
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a
paying agent from the payment;
(b)
(c)
(d)
(e)
(2)
(3)
(4)
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
payment becomes due or is duly provided for, whichever occurs later;
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar
tax, assessment or other governmental charge;
to any withholding or deduction that is imposed on a payment to an individual and that is required to be
made pursuant to any law implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings;
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any
payment of principal of or interest on any note, if such payment can be made without such withholding by at
least one other paying agent;
to any tax, assessment or other governmental charge that would not have been imposed but for the
presentation by the holder of any note, where presentation is required, for payment on a date more than 30
days after the date on which payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later; or
(5)
(6)
(7)
(8)
(9)
(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
interpretation applicable to the 2029 Notes. Except as specifically provided under this heading “-Payments of Additional
Amounts,” we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any
government or a political subdivision 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”,
the term “United States” means the United States of America (including the states and the District of Columbia and any political
subdivision thereof), and the term “United States person” means any individual who is a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District
of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or
any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of
the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding
the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or 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” with respect 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 than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount,
together with interest accrued but unpaid on those notes to the date fixed for redemption.
No Mandatory Redemption or Sinking Fund
There is no mandatory redemption prior to maturity or sinking fund payments for the 2029 Notes.
Additional Debt
The indenture does not limit the amount of debt we may issue under the indenture or otherwise.
Certain Covenants
The Issuer and the Guarantors are subject to some restrictions on their activities for the benefit of holders of all series of
debt securities issued under the Indenture. The restrictive covenants summarized below apply, unless the covenants are waived or
amended, 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 or its subsidiaries from paying dividends or incurring additional debt. In addition, the Indenture will not protect holders of
notes issued under it in the event of a highly leveraged transaction or a change in control.
Limitation on Liens Securing Indebtedness
Neither Issuer nor any Guarantor shall create, incur or assume any Lien (other than any Permitted Lien) on such person’s
assets, including the Capital Stock of its wholly owned subsidiaries to secure the payment of Indebtedness of the Issuer or any
Guarantor, unless the Issuer secures the outstanding 2029 Notes equally and ratably with (or prior to) all Indebtedness secured by
such Lien, so long as such Indebtedness shall be so secured.
Limitation on Sale and Leaseback Transactions
Neither the Issuer nor any Guarantor shall enter into any Sale and Leaseback Transaction involving any of such person’s
assets, 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 part thereof 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 a parity 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 of the 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
which the discounted present value of the rental obligations of such person as lessee, in conformity with GAAP, is required to be
capitalized on the balance sheet of such person; and “Capitalized Lease Obligation” is defined to mean the rental obligations, as
aforesaid, under such lease.
“Capital Stock” means, with respect to any person, any and all shares, interests, participations, or other equivalents
(however designated, whether voting or non-voting) of such person’s capital stock or other ownership interests, whether now
outstanding or issued 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 or
arrangement 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 of
determination, including, without limitation, those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards 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 any
Indebtedness or other obligation of any other person and, without limiting the generality of the foregoing, any obligation, direct
or indirect, 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
obligation of such other person (whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities, or services, to take-or-pay, or to maintain financial statement
conditions or otherwise); or
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment 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 of
business. 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
reimbursement obligations with respect thereto);
all obligations of such person to pay the deferred and unpaid purchase price of property or services (but
excluding trade 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 is assumed 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 such person; and
to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest
Rate Agreements.
The amount of Indebtedness of any person at any date shall be the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the
contingency 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 of such Indebtedness less the remaining unamortized portion of the original issue discount of such
Indebtedness at such time 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, and
similar arrangements providing protection against fluctuations in interest rates. For purposes of the indenture, the amount of such
obligations shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such
person, 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 obligation provides for the netting of amounts payable by and to such person
thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such person, then in each such
case,
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,
or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.
For the purposes of the Indenture, the Issuer or any Guarantor shall be deemed to own subject to a Lien any asset that it has
acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement 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 the Issuer or any Guarantor, which Lien is created, incurred or assumed contemporaneously with such
acquisition, or within 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 (whether or not assumed by the Issuer or any Guarantor), provided that any such
Lien shall attach only to the assets so acquired;
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
prohibited by 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
Lien securing reborrowing of amounts previously secured within 270 days of the repayment thereof,
provided that no such renewal or substitution shall extend to any assets other than the assets covered by the
Lien being renewed or substituted.
“Sale and Leaseback Transaction” means any direct or indirect arrangement with any person or to which any such
person is a party, providing for the leasing to the Issuer or a
Guarantor of any property, whether owned by the Issuer or such Guarantor at the date 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 such Guarantor 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 Assets
The Indenture restricts the Issuer’s ability to consolidate with, merge with or into, or sell, convey, transfer, lease, or
otherwise dispose of all or substantially all of its property and assets as an entirety or substantially an entirety in one transaction
or a series 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-owned subsidiary, no consideration other than common stock in the surviving person shall be
issued or distributed 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 or that acquired or leased such property and assets shall be a corporation or limited liability company
organized and validly 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 2029 Notes and under the Indenture;
immediately after giving effect to such transaction, no default or event of default shall have occurred and be
continuing; and
the Issuer delivers to the Trustee an officers’ certificate and opinion of counsel, in each case stating that such
consolidation, merger, or transfer and such supplemental indenture complies with this provision and that all
conditions 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 of
directors, whose determination must be set forth in a board resolution, the principal purpose of such transaction is to change the
state of incorporation of such party; and provided further that any such transaction shall not have as one of its purposes the
evasion of the foregoing limitations.
Upon any express assumption of the Issuer’s obligations as described above, the Issuer shall be released and discharged
from all 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 or
substantially 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 be deemed released from all its obligations under the Indenture and its
guarantee.
Modification and Waiver
The Issuer and the Trustee may amend or supplement the Indenture or the 2029 Notes without notice to or the consent of
any holder:
•
•
•
•
•
•
•
•
•
to cure any ambiguity, defect, or inconsistency in the Indenture; provided that such amendments or
supplements shall not 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
Trust Indenture 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 the
Indenture may be made by the Issuer and the Trustee with respect to any series of 2029 Notes with the written consent of the
holders of a majority in principal amount of the affected series of 2029 Notes, and compliance by the Issuer with any provision of
the Indenture with respect to any series of 2029 Notes may be waived by written notice to the Trustee by the holders of a majority
in principal amount of the affected series of 2029 Notes outstanding; provided, however, that each affected holder must consent
to any modification, 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 the affected 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
receive payment or to institute suit for the enforcement of any payment of the 2029 Notes of the affected
series on or after the due date therefor;
reduces the above-stated percentage of outstanding 2029 Notes of the affected series the consent of whose
holders is necessary 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 certain other provisions cannot be modified or waived without the consent of the holder of each 2029
Note of the series affected 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 or waiver under the Indenture becomes effective, notice must be given to the holders affected thereby briefly
describing the amendment, 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 any way impair or affect the validity of any such supplemental
indenture or waiver.
Events of Default
For purposes of this section, the term “Obligor” shall mean each of the Issuer and Guarantors, in each case excluding such
entities’ subsidiaries.
An event of default for a series of 2029 Notes is defined under the Indenture as being:
(1)
(2)
(3)
a default by any Obligor in the payment of principal or premium on the 2029 Notes of such series when the
same becomes due and payable whether at maturity, upon acceleration, redemption or otherwise;
a default by any Obligor in the payment of interest on the 2029 Notes of such series when the same becomes
due and payable, if that default continues for a period of 30 days;
default by any Obligor in the performance of or breach by any Obligor of any of its other covenants or
agreements in the Indenture applicable to all the 2029 Notes or applicable to the 2029 Notes of any series
and that default or breach continues for a period of 30 consecutive days after written notice is received from
the Trustee or from the holders of 25% 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 other similar 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 in effect 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
or hereafter 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
of 2029 Notes and is continuing under the Indenture, then, and in each and every such case, either the Trustee or the holders of
not less than 25% in aggregate principal amount of such 2029 Notes then outstanding under the Indenture by written notice to the
Issuer and to the Trustee, if such notice is given by the holders, may, and the Trustee at the request of such holders shall, declare
the principal amount of and accrued interest, if any, on such 2029 Notes to be immediately due and payable. The amount due
upon acceleration shall 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 immediately due and payable. If an event of default specified in clauses (5) and (6) above occurs with respect to any Obligor,
the principal amount of and accrued interest, if any, on each issue of 2029 Notes then outstanding shall be and become
immediately due and payable 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
of a majority in aggregate principal amount of an issue of 2029 Notes that has been accelerated. Furthermore, subject to various
provisions in the
Indenture, the holders of at least a majority in aggregate principal amount of an issue of 2029 Notes by notice to the Trustee may
waive an existing default or event of default with respect to such 2029 Notes and its consequences, except a default in the
payment of principal of or interest on such 2029 Notes or in respect of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the holders of each such 2029 Notes. Upon any such waiver, such default shall cease
to exist, and any event of default with respect to such 2029 Notes shall be deemed to have been cured, for every purpose of the
Indenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent
thereto. 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,
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to such 2029 Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the
Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly
prejudicial to 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 not inconsistent with any such direction received from holders of such issue of 2029 Notes. A
holder may not pursue any remedy with respect 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 the Trustee 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, or expense;
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 do not 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 date for 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
end of each fiscal year, as to their knowledge of the Issuer’s
compliance with all conditions and covenants under the Indenture, such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture.
(4)
DESCRIPTION OF OUR 0.000% NOTES DUE 2026, OUR 0.250% NOTES DUE 2027, OUR 0.250% NOTES
DUE 2029, OUR 0.750% NOTES DUE 2032, OUR 1.250% NOTES DUE 2040, OUR 1.500% NOTES DUE 2029
AND OUR 1.875% NOTES DUE 2036
The following summary of our 0.000% Notes due 2026 (the “2026 Euro Notes”), our 0.250% Notes due 2027 (the “2027
Euro Notes”), our 0.250% Notes due 2029 (the “2029 Euro Notes”), our 0.750% Notes due 2032 (the “2032 Euro Notes”), our
1.250% Notes due 2040 (the “2040 Euro Notes”), our 1.500% Notes due 2029 (the “2029 Sterling Notes”) and our 1.875% Notes
due 2036 (the “2036 Sterling Notes” and together with the 2026 Euro Notes, the 2027 Euro Notes, the 2029 Euro Notes, the 2032
Euro Notes, the 2040 Euro Notes and the 2029 Sterling Notes, collectively, the “Notes”) is based on the senior indenture dated as
of September 18, 2013 among Comcast as issuer (the “Issuer”), Comcast Cable Communications, LLC and NBCUniversal
Media, LLC (the “Guarantors”) and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”) (the
“Base Indenture”), as amended by the first supplemental indenture dated as of November 17, 2015 among the Issuer, the
Guarantors and the Trustee (collectively with the Base Indenture, the “Indenture”). This summary does not purport to be
complete and is qualified in its entirety by reference to such Indenture.
Interest Payments
Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being
calculated and the actual number of days from and including the last date to which interest was paid on the Notes (or February
20, 2020 if no interest has been paid in the case of the 2027 Euro Notes, the 2032 Euro Notes, the 2040 Euro Notes, the 2029
Sterling Notes or the 2036 Sterling Notes, or September 14, 2021 if no interest has been paid in the case of the 2026 Euro Notes
or the 2029 Euro Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as
ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be
made on the next business day with the same force and effect as if made on the relevant interest payment date, maturity date or
redemption date, and no interest will accrue in respect of the delay.
The term “business day” means any day other than a Saturday or Sunday (i) which is not a day on which banking
institutions in The City of New York or London are authorized or obligated by law, regulation or executive order to close and (ii)
in the case of the 2026 Euro Notes, the 2027 Euro Notes, the 2029 Euro Notes, the 2032 Euro Notes and the 2040 Euro Notes
(collectively, the “Euro Notes”), on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System
(the TARGET2 system) or any successor thereto is open.
Issuance in Euro; Issuance in GBP
Principal, premium, if any, and interest payments in respect of the Euro Notes will be payable in euro. If euro is
unavailable to the Issuer due to the imposition of exchange controls or
other circumstances beyond the Issuer’s control, then all payments in respect of the Euro Notes will be made in U.S. dollars until
euro is again available to the Issuer. The amount payable on any date in euro will be converted into U.S. dollars at the Market
Exchange Rate (as defined below) or, if such Market Exchange Rate is not then available, on the basis of the most recently
available market exchange rate for euro. Any payment in respect of the Euro Notes so made in U.S. dollars will not constitute an
event of default under the Indenture.
Principal, premium, if any, and interest payments in respect of the 2029 Sterling Notes and the 2036 Sterling Notes
(together, the “Sterling Notes”) will be payable in GBP. If GBP is unavailable to the Issuer due to the imposition of exchange
controls or other circumstances beyond the Issuer’s control, then all payments in respect of the Sterling Notes will be made in
U.S. dollars until GBP is again available to the Issuer. The amount payable on any date in GBP will be converted into U.S.
dollars at the Market Exchange Rate (as defined below) or, if such Market Exchange Rate is not then available, on the basis of
the most recently available market exchange rate for GBP. Any payment in respect of the Sterling Notes so made in U.S. dollars
will not constitute an event of default under the Indenture.
The amount payable on any date in euro or GBP, as applicable, will be converted into U.S. dollars at the Market Exchange
Rate (as defined below) or, if such Market Exchange Rate is not then available, on the basis of the then most recent U.S.
dollar/euro exchange rate or U.S. dollar/GBP exchange rate, as applicable. Any payment in respect of the Notes so made in U.S.
dollars will not constitute an event of default under the Indenture. Neither the Trustee nor the paying agent will be responsible
for obtaining exchange rates, effecting currency conversions or otherwise handling re-denominations.
“Market Exchange Rate” means the noon buying rate in The City of New York for cable transfers of euro or GBP, as
applicable, as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of
New York.
Guarantees
The Issuer’s obligations, including the payment of principal, premium, if any, and interest, will be fully and
unconditionally guaranteed by each of the Guarantors as described in the accompanying prospectus.
The guarantees will not contain any restrictions on the ability of any Guarantor to (i) pay dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of that Guarantor’s capital stock or (ii) make any
payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that Guarantor.
Optional Redemption
The Issuer will have the right at the Issuer’s option to redeem any of the Notes of each series in whole or in part, at any
time or from time to time prior to their maturity, on at least 15 days, but not more than 30 days, prior notice delivered
electronically or mailed to the registered address of each holder of notes, at the applicable Redemption Price. The Issuer will
calculate the Redemption Price in connection with any redemption hereunder.
“Redemption Price” means:
• with respect to the 2026 Euro Notes, at any time prior to August 14, 2026 (one month prior to the maturity of the 2026
Euro Notes) (the “2026 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of
the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of
interest accrued to the date of redemption) from the redemption date to the 2026 Par Call Date, in each case discounted
to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable
government bond rate plus 10 basis points; provided that, if the 2026 Euro Notes are redeemed on or after the 2026 Par
Call Date, the Redemption Price will equal 100% of the principal amount of such notes;
• with respect to the 2027 Euro Notes, at any time prior to March 20, 2027 (two months prior to the maturity of the 2027
Euro Notes) (the “2027 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of
the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of
interest accrued to the date of redemption) from the redemption date to the 2027 Par Call Date, in each case discounted
to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable
government bond rate plus 15 basis points; provided that, if the 2027 Euro Notes are redeemed on or after the 2027 Par
Call Date, the Redemption Price will equal 100% of the principal amount of such notes;
• with respect to the 2029 Euro Notes, at any time prior to June 14, 2029 (three months prior to the maturity of the 2029
Euro Notes) (the “2029 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of
the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of
interest accrued to the date of redemption) from the redemption date to the 2029 Par Call Date, in each case discounted
to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable
government bond rate plus 15 basis points; provided that, if the 2029 Euro Notes are redeemed on or after the 2029 Par
Call Date, the Redemption Price will equal 100% of the principal amount of such notes;
• with respect to the 2032 Euro Notes, at any time prior to November 20, 2031 (three months prior to the maturity of the
2032 Euro Notes) (the “2032 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and (ii) the
sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon
(exclusive of interest accrued to the date of redemption) from the redemption date to the 2032 Par Call Date, in each case
discounted to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable
comparable government bond rate plus 20 basis points; provided that, if the 2032 Euro Notes are
redeemed on or after the 2032 Par Call Date, the Redemption Price will equal 100% of the principal amount of such
notes;
• with respect to the 2040 Euro Notes, at any time prior to August 20, 2039 (six months prior to the maturity of the 2040
Euro Notes) (the “2040 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of
the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of
interest accrued to the date of redemption) from the redemption date to the 2040 Par Call Date, in each case discounted
to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable
government bond rate plus 25 basis points; provided that, if the 2040 Euro Notes are redeemed on or after the 2040 Par
Call Date, the Redemption Price will equal 100% of the principal amount of such notes;
• with respect to the 2029 Sterling Notes, at any time prior to November 20, 2028 (three months prior to the maturity of
the 2029 Sterling Notes) (the “2029 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and
(ii) the sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon
(exclusive of interest accrued to the date of redemption) from the redemption date to the 2029 Par Call Date, in each case
discounted to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable
comparable government bond rate plus 15 basis points; provided that, if the 2029 Sterling Notes are redeemed on or after
the 2029 Par Call Date, the Redemption Price will equal 100% of the principal amount of such notes; and
• with respect to the 2036 Sterling Notes, at any time prior to November 20, 2035 (three months prior to the maturity of
the 2036 Sterling Notes) (the “2036 Par Call Date”), the greater of (i) 100% of the principal amount of such notes and
(ii) the sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon
(exclusive of interest accrued to the date of redemption) from the redemption date to the 2036 Par Call Date, in each case
discounted to the redemption date on an actual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable
comparable government bond rate plus 15 basis points; provided that, if the 2036 Sterling Notes are redeemed on or after
the 2036 Par Call Date, the Redemption Price will equal 100% of the principal amount of such notes;
plus, in each case, accrued and unpaid interest thereon to the date of redemption.
The term “comparable government bond” means (i) with respect to the Euro Notes, in relation to any comparable
government bond rate calculation, at the discretion of an independent investment banker selected by us, a German government
bond whose maturity is closest to the maturity of the applicable series of Euro Notes to be redeemed (assuming for this purpose
that each series of Euro Notes matured on the related Par Call Date), or if such independent investment banker in its discretion
determines that such similar bond is not in issue, such other German government bond as such independent investment banker
may, with the advice of three brokers of, and/ or market makers in, German government bonds selected by us, determine to be
appropriate for determining the comparable government bond rate and (ii) with respect to the Sterling Notes, in relation to any
comparable government bond rate calculation, at the discretion of an independent investment banker selected by us, a United
Kingdom government bond whose maturity is closest to the maturity of the applicable series of Sterling Notes to be redeemed
(assuming for this purpose that each series of Sterling Notes matured on the related Par Call Date), or if such independent
investment banker in its discretion determines that such similar bond is not in issue, such other United Kingdom government
bond as such independent investment banker may, with the advice of three brokers of, and/or market makers in, United Kingdom
government bonds selected by us, determine to be appropriate for determining the comparable government bond rate.
The term “comparable government bond rate” means the yield to maturity, expressed as a percentage (rounded to three
decimal places, with 0.0005 being rounded upwards), on the third business day prior to the date fixed for redemption, of the
applicable comparable government bond on the basis of the middle market price of such comparable government bond prevailing
at 11:00 a.m. (London time) on such business day as determined by an independent investment banker selected by us.
The term “independent investment banker” means each of BNP Paribas, Citigroup Global Markets Limited and J.P.
Morgan Securities plc (or their respective successors), with respect to the 2027 Euro Notes, the 2032 Euro Notes, the 2040 Euro
Notes and the Sterling Notes, and Barclays Bank PLC and Deutsche Bank AG, London Branch (or their respective successors),
with respect to the 2026 Euro Notes and the 2029 Euro Notes, or if each such firm is unwilling or unable to select the comparable
government bond, an independent investment banking institution of international standing appointed by us.
On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for
redemption (unless the Issuer defaults in the payment of the Redemption Price and accrued interest). On or before the redemption
date, the Issuer will deposit with the Trustee or the paying agent money sufficient to pay the Redemption Price of and (unless the
redemption date shall be an interest payment date) accrued and unpaid interest to the redemption date on the Notes to be
redeemed on such date. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected
by the Trustee by lottery provided that notes represented by a Global Note will be selected for redemption by the applicable
depositary in accordance with its standard procedures therefor). Additionally, the Issuer may at any time repurchase Notes in the
open market and may hold or surrender such Notes to the Trustee for cancellation.
The Notes are also subject to redemption prior to maturity if certain events occur involving United States taxation. If any
of these special tax events occur, the Notes may be redeemed at a redemption price of 100% of their principal amount plus
accrued and unpaid interest to the date fixed for redemption.
Payment of Additional Amounts
The Issuer will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the Notes
such additional amounts as are necessary in order that
the net payment by the Issuer or its paying agent of the principal of and interest in respect of the Notes to a beneficial owner who
is not a United States person (as defined below), after withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts
shall not apply:
(1) to the extent any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial
owner for whose benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the
holder or beneficial owner if the holder or beneficial owner is an estate, trust, partnership, corporation or other entity, or
a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been engaged in a trade or business in the United States or having or having had a permanent
establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of
the ownership of the Notes or the receipt of any payment or the enforcement of any rights thereunder), 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 controlled foreign
corporation for U.S. federal income tax purposes, a foreign-tax exempt organization, or a corporation that has
accumulated earnings to avoid U.S. federal income tax;
(d) being or having been a “10-percent shareholder” of the Issuer or applicable Guarantor as defined in section 871(h)
(3) of the U.S. 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 in the
ordinary course of its trade or business, as described in Section 881(c)(3) of the Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary,
partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial owner
with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the
partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of
an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment;
(3) to the extent any tax, assessment or other governmental charge would not have been imposed but for the failure of the
holder or any other person to comply with certification, identification or information reporting requirements concerning
the
nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if
compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable
income tax treaty to which the United States is a party as a precondition to exemption from, or reduction in such tax,
assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuer or an
applicable withholding agent 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 payment
becomes 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 or excise tax imposed on the transfer of Notes;
(7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of
principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying
agent;
(8) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the
presentation by the holder of any Note, where presentation is required, for payment on a date more than 30 days after the
date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever
occurs later;
(9) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner
being a bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the
Notes for investment purposes only nor (B) buying the Notes for resale to a third party that either is not a bank or
holding the Notes for investment purposes only;
(10)
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or
any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement
entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the
Code whether currently in effect or as published and amended from time to time; or
(11)
in the case of any combination of items (1) through (10) above.
If the Issuer is required to pay additional amounts with respect to the Notes, the Issuer will notify the Trustee and paying
agent pursuant to an officer’s certificate that specifies the amount of such additional amounts payable and the time when such
amounts are payable. If the
Trustee and the paying agent do not receive such an officer’s certificate from us, the Trustee and paying agent may rely on the
absence of such an officer’s certificate in assuming that no such additional amounts are payable.
The Notes are also subject to redemption prior to maturity if certain events occur involving U.S. taxation. If any of these
special tax events occur, the Notes may be redeemed at a redemption price of 100% of their principal amount plus accrued and
unpaid interest to the date fixed for redemption. See “—Redemption for Tax Reasons.”
The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation
applicable to the Notes. Except as specifically provided under this heading “—Payment of Additional Amounts,” the Issuer will
not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a
political subdivision or taxing authority of or in any government or political subdivision.
As used under this heading “—Payment of Additional Amounts” and under the heading “—Redemption for Tax
Reasons,” the term “United States” means the United States of America, the states of the United States, and the District of
Columbia, and the term “United States person” means any individual who is a citizen or resident of the United States for U.S.
federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United
States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to U.S.
federal income taxation regardless of its source.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of
the United States (or any taxing authority in the United States), or any change in, or amendment to, an official position regarding
the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after the date of this prospectus supplement, the Issuer becomes or, based upon a written opinion of independent
counsel selected by us, will become obligated to pay additional amounts as described under the heading “—Payment of
Additional Amounts” with respect to the Notes, then the Issuer may at any time at its option redeem, in whole, but not in part, the
Notes on not less than 15 nor more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount,
together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption.
No Mandatory Redemption or Sinking Fund
There will be no mandatory redemption prior to maturity or sinking fund payments for the Notes.
Additional Debt
The Indenture does not limit the amount of debt the Issuer may issue under the Indenture or otherwise.
Certain Covenants
The Issuer and the Guarantors have agreed to some restrictions on their activities for the benefit of holders of all series of
the Notes issued under the Indenture. The restrictive covenants summarized below will apply, unless the covenants are waived or
amended, so long as any of the Notes are outstanding.
The Indenture does not contain any financial covenants other than those summarized below and does not restrict the
Issuer or the Issuer’s subsidiaries from paying dividends or incurring additional debt. In addition, the Indenture will not protect
holders of Notes issued under it in the event of a highly leveraged transaction or a change in control.
Limitation on Liens Securing Indebtedness
With respect to the Notes of each series, each Obligor will covenant under the Indenture not to create or incur any Lien on
any of its Properties, whether owned at the time the Indenture is executed or acquired afterward, in order to secure any of its
Indebtedness, without effectively providing that the Notes of such series shall be equally and ratably secured until such time as
such Indebtedness is no longer secured by such Lien, except:
(a) Liens existing as of the date of initial issuance of the Notes of such series;
(b) Liens granted after the date of initial issuance of the Notes of such series, created in favor of the registered holders of the
Notes of such series;
(c) Liens securing such Obligor’s Indebtedness which are incurred to extend, renew or refinance Indebtedness which is
secured by Liens permitted to be incurred under the lien restriction covenant of the Indenture, so long as such Liens are
limited to all or part of substantially the same Property which secured the Liens extended, renewed or replaced and the
amount of Indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any
premiums, fees or penalties) incurred in connection with any extension, renewal or refinancing); and
(d) Permitted Liens.
Notwithstanding the restrictions above, any Obligor may, without securing the Notes of any series, create or incur Liens
which would otherwise be subject to the restrictions set forth above, if after giving effect to those Liens, the Obligor’s Aggregate
Debt together with the Aggregate Debt of each other Obligor does not exceed the greater of (i) 15% of the Issuer’s Consolidated
Net Worth calculated as of the date of the creation or incurrence of the Lien and (ii) 15% of the Issuer’s Consolidated Net Worth
calculated as of the date of initial issuance of the Notes of such series; provided that Liens created or incurred pursuant to the
terms described in this paragraph may be extended, renewed or replaced so long as the amount of Indebtedness secured by such
Liens is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties)
incurred in connection therewith) and such refinancing Indebtedness, if then outstanding, is included in subsequent calculations
of Aggregate Debt of such Obligor.
Limitation on Sale and Lease-Back Transactions
With respect to the Notes of each series, each Obligor will covenant under the Indenture not to enter into any sale and
lease-back transaction for the sale and leasing back of any Property, whether owned at the time the Indenture is executed or
acquired afterward, unless:
•
such transaction was entered into prior to the date of the initial issuance of the Notes of such series;
•
•
•
•
such transaction was for the sale and leasing back to such Obligor of any Property by one of its Subsidiaries;
such transaction involves a lease for less than three years;
such Obligor would be entitled to incur Indebtedness secured by a mortgage on the Property to be leased in an amount
equal to the Attributable Liens with respect to such sale and lease-back transaction without equally and ratably securing
the Notes of such series pursuant to the first paragraph of “—Limitation on Liens Securing Indebtedness” above; or
such Obligor applies an amount equal to the fair value of the Property sold to the purchase of Property or to the retirement
of its long-term Indebtedness within 365 days of the effective date of any such sale and lease-back transaction. In lieu of
applying such amount to such retirement, such Obligor may deliver the Notes to the Trustee therefor for cancellation,
such Notes to be credited at the cost thereof to the Obligor.
Notwithstanding the previous paragraph (including the bulleted list), any Obligor may enter into any sale and lease-back
transaction which would otherwise be subject to the foregoing restrictions with respect to the Notes of any series if after giving
effect thereto and at the time of determination, its Aggregate Debt together with the Aggregate Debt of all other Obligors does
not exceed the greater of (i) 15% of the Issuer’s Consolidated Net Worth calculated as of the closing date of the sale and lease-
back transaction and (ii) 15% of the Issuer’s Consolidated Net Worth calculated as of the date of initial issuance of the Notes of
such series.
“Aggregate Debt” means, with respect to an Obligor, the sum of the following as of the date of determination:
(1) the aggregate principal amount of such Obligor’s Indebtedness incurred after the date of initial issuance of the Notes
and secured by Liens not permitted by the first paragraph (including the bulleted list) under “—Limitation on Liens Securing
Indebtedness” above; and
(2) such Obligor’s Attributable Liens in respect of sale and lease-back transactions entered into after the date of the initial
issuance of the Notes pursuant to the last paragraph under “—Limitation on Sale and Lease-Back Transactions” above.
“Attributable Liens” means in connection with a sale and lease-back transaction of an Obligor the lesser of:
(1) the fair market value of the assets subject to such transaction (as determined in good faith by the board of directors (in
the case of the Issuer) or the equivalent governing body (in the case of any Guarantor)); and
(2) the present value (discounted at a rate per annum equal to the average interest borne by all outstanding Notes of each
series issued under the Indenture determined on a weighted average basis and compounded semi-annually) of the obligations of
the lessee for rental payments during the term of the related lease.
“Capital Lease” means any Indebtedness represented by a lease obligation of a Person incurred with respect to real
property or equipment acquired or leased by such Person and used in its business that would be required to be recorded as a
capital lease in accordance with GAAP as in effect as of the date of the Indenture, whether entered into before or after the date of
the Indenture.
“Consolidated Net Worth” of any Person means, as of any date of determination, the stockholders’ equity or members’
capital of such Person as reflected on the most recent consolidated balance sheet of such Person and prepared in accordance with
GAAP.
“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of
the accounting profession, which are in effect in the United States as of (i) the date of the Indenture, for purposes of the definition
of “Capital Lease” and (ii) the date of determination, for all other purposes under the Indenture.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements,
interest rate lock agreements and interest rate collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk;
(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or
commodity prices; and
(4) other agreements or arrangements designed to protect such Person against fluctuations in equity prices.
“Indebtedness” of any specified Person means, without duplication, any indebtedness in respect of borrowed money or
that is evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements with
respect thereto) or representing the balance deferred and unpaid of the purchase price of any Property (including pursuant to
Capital Leases), except any such balance that constitutes an accrued expense, trade payable or other payable in the ordinary
course, if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated balance sheet of
such Person (but does not include contingent liabilities which appear only in a footnote to a balance sheet).
“Lien” means any lien, security interest, charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give any security interest).
“Obligor” means each of the Issuer and each Guarantor.
“Permitted Liens” means, with respect to an Obligor:
(1) Liens on any of the applicable Obligor’s assets, created solely to secure obligations incurred to finance the
refurbishment, improvement or construction of such asset, which obligations are incurred no later than 24 months after
completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or
refundings of such obligations;
(2)(a) Liens given to secure the payment of the purchase price incurred in connection with the acquisition (including
acquisition through merger or consolidation) of Property
(including shares of stock), including Capital Lease transactions in connection with any such acquisition; provided that with
respect to this clause (a) the Liens shall be given within 24 months after such acquisition and shall attach solely to the Property
acquired or purchased and any improvements then or thereafter placed thereon, (b) Liens existing on Property at the time of
acquisition thereof or at the time of acquisition by such Obligor of any Person then owning such Property whether or not such
existing Liens were given to secure the payment of the purchase price of the Property to which they attach and (c) all renewals,
extensions, refinancings, replacements or refundings of such obligations under this clause (2);
(3) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods;
(4) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on such Obligor’s books in conformity with GAAP;
(5) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other Property
relating to such letters of credit and the products and proceeds thereof;
(6) Liens encumbering customary initial deposits and margin deposits and other Liens in the ordinary course of business,
in each case securing Hedging Obligations and forward contracts, options, futures contracts, futures options, swaps, equity
hedges or similar agreements or arrangements designed to protect such Obligor from fluctuations in interest rates, currencies,
equities or the price of commodities;
(7) Liens in favor of the Issuer or any Guarantor;
(8) inchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or
maintenance of real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if
reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;
(9) statutory Liens arising in the ordinary course of business with respect to obligations which are not delinquent or are
being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been
made therefor;
(10) Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation,
including Liens of judgments thereunder which are not currently dischargeable;
(11) Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made
in the ordinary course of business to which such Obligor is a party as lessee, provided the aggregate value of all such pledges and
deposits in connection with any such lease does not at any time exceed 16 2⁄3% of the annual fixed rentals payable under such
lease;
(12) Liens consisting of deposits of Property to secure such Obligor’s statutory obligations in the ordinary course of its
business;
(13) Liens consisting of deposits of Property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to
which such Obligor is a party in the ordinary course of its business, but not in excess of $25,000,000;
(14) Liens on “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System);
(15) Liens permitted under sale and lease-back transactions, and any renewals or extensions thereof, so long as the
Indebtedness secured thereby does not exceed $300,000,000 in the aggregate;
(16) Liens arising in connection with asset securitization transactions, so long as the aggregate outstanding principal
amount of the obligations of all Obligors secured thereby does not exceed $300,000,000 at any one time;
(17) Liens securing Specified Non-Recourse Debt;
(18) Liens (i) of a collection bank on the items in the course of collection, (ii) in favor of a banking or other financial
institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the
right of set off) and which are customary in the banking industry and (iii) attaching to other prepayments, deposits or earnest
money in the ordinary course of business; and
(19) Take-or-pay obligations arising in the ordinary course of business.
“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock
company, trust, unincorporated organization, or any other entity, including any government or any agency or political subdivision
thereof.
“Property” means with respect to any Person any property or asset, whether real, personal or mixed, or tangible or
intangible, including shares of capital stock.
“Specified Non-Recourse Debt” means any account or trade receivable factoring, securitization, sale or financing
facility, the obligations of which are non-recourse (except with respect to customary representations, warranties, covenants and
indemnities made in connection with such facility) to the applicable Obligor.
“Subsidiary” of any specified Person means any corporation, limited liability company, limited partnership, association
or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof.
Consolidation, Merger and Sale of Assets
The Issuer will not consolidate or combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease,
transfer or otherwise dispose of all or substantially all of the Issuer’s assets to any Person or Persons (other than a transfer or
other disposition of assets to any of the Issuer’s wholly owned Subsidiaries), in a single transaction or through a series of
transactions, unless:
•
the Issuer shall be the continuing Person or, if the Issuer is not the continuing Person, the resulting, surviving or transferee
Person (the “surviving entity”) is a company or limited liability company organized (or formed in the case of a limited
liability company) and existing under the laws of the United States or any State or territory thereof or the District of
Columbia;
•
•
•
•
•
the surviving entity will expressly assume all of the Issuer’s obligations under the Notes and the Indenture and will
execute a supplemental indenture, in a form satisfactory to the Trustee, which will be delivered to the Trustee;
immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default has occurred
and is continuing; and
the Issuer or the surviving entity will have delivered to the Trustee an officer’s certificate and opinion of counsel stating
that the transaction or series of transactions and a supplemental indenture, if any, complies with this covenant and that all
conditions precedent in the Indenture relating to the transaction or series of transactions have been satisfied.
The restrictions in the third bullet above shall not be applicable to:
the merger or consolidation of the Issuer with an affiliate if the Issuer’s board of directors, determines in good faith that
the purpose of such transaction is principally to change the Issuer’s state of incorporation or convert the Issuer’s form of
organization to another form; or
the merger of the Issuer with or into a single direct or indirect wholly owned subsidiary pursuant to Section 1924(b)(4) (or
any successor provision) of the Business Corporation Law of the State of Pennsylvania or Section 251(g) (or any
successor provision) of the General Corporation Law of the State of Delaware (or similar provision of the Issuer’s state of
incorporation).
If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or
substantially all of the Issuer’s assets occurs in accordance with the Indenture, the successor person will succeed to, and be
substituted for, and may exercise every right and power of ours under the Indenture with the same effect as if such successor
person had been named in the Issuer’s place in the Indenture. The Issuer will (except in the case of a lease) be discharged from all
obligations and covenants under the Indenture and any debt securities issued thereunder (including the Notes).
Existence. Except as permitted under “—Consolidation, Merger and Sale of Assets,” the Indenture requires the Issuer to
do or cause to be done all things necessary to preserve and keep in full force and effect the Issuer’s existence, rights and
franchises; provided, however, that the Issuer shall not be required to preserve any right or franchise if the Issuer determines that
its preservation is no longer desirable in the conduct of business.
Information. The Issuer will furnish to the Trustee any document or report the Issuer is required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Exchange Act within 15 days after such document or report is filed with the SEC;
provided that in each case the delivery of materials to the Trustee by electronic means or filing documents pursuant to the SEC’s
“EDGAR” system (or any successor electronic filing system) shall be deemed to constitute “filing” with the Trustee for purposes
of this covenant. Delivery of the reports, information and documents required by this section to be delivered to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein.
Modification and Waiver
The Issuer, the Guarantors and the Trustee may amend or modify the Indenture or the Notes of any series without notice
to or the consent of any holder in order to:
•
cure any ambiguities, omissions, defects or inconsistencies in the Indenture in a manner that does not adversely affect the
interests of the holders in any material respect;
• make any change that would provide any additional rights or benefits to the holders of the Notes;
•
•
•
•
•
•
•
•
provide for or add guarantors with respect to the Notes;
secure the Notes of any series;
establish the form or terms of Notes of any series;
provide for uncertificated Notes in addition to or in place of certificated Notes;
evidence and provide for the acceptance of appointment by a successor trustee;
provide for the assumption by the Issuer’s successor, if any, to the Issuer’s or their obligations to holders of any
outstanding Notes in compliance with the applicable provisions of the Indenture;
qualify the Indenture under the Trust Indenture Act;
conform any provision in the Indenture or the terms of the securities of any series to the prospectus, offering
memorandum, offering circular or any other document pursuant to which the securities of such series were offered; or
• make any change that does not adversely affect the rights of any holder in any material respect.
Other amendments and modifications of the Indenture or the Notes of any series may be made with the consent of the
holders of not less than a majority in aggregate principal amount of the Notes of all series and the debt securities of all other
series outstanding under the Indenture that are affected by the amendment or modification (voting together as a single class), and
the Issuer’s compliance with any provision of the Indenture with respect to the debt securities of any series issued under the
Indenture (including the Notes) may be waived by written notice to the Issuer and the Trustee by the holders of a majority in
aggregate principal amount of the debt securities of all series outstanding under the Indenture that are affected by the waiver
(voting together as a single class). However, no modification or amendment may, without the consent of the holder of such
affected senior debt security:
•
•
•
•
•
reduce the principal amount, or extend the fixed maturity, of the Notes of such series or alter or waive the redemption
provisions of the Notes of such series;
impair the right of any holder of the Notes of such series to receive payment of principal or interest on the Notes of such
series on and after the due dates for such principal or interest;
change the currency in which principal, any premium or interest is paid;
reduce the percentage in principal amount outstanding of Notes of such series which must consent to an amendment,
supplement or waiver or consent to take any action;
impair the right to institute suit for the enforcement of any payment on the Notes of such series;
• waive a payment default with respect to the Notes of such series;
•
•
reduce the interest rate or extend the time for payment of interest on the Notes of such series; or
adversely affect the ranking of the Notes of such series.
An amendment, supplemental indenture or waiver which changes, eliminates or waives any covenant or other provision of
the Indenture which has expressly been included solely for the benefit of one or more particular series of the Notes, or which
modifies the rights of the holders of the Notes of such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under the Indenture of the holders of debt securities of any other series.
Events of Default
Each of the following will constitute an event of default in the Indenture with respect to the Notes of any series:
(a) default in paying interest on the Notes of such series when it becomes due and the default continues for a period of 30
days or more;
(e) default in paying principal on the Notes of such series when due;
(f) default by any Obligor in the performance, or breach, of any covenant in the Indenture (other than defaults specified in
clause (a) or (b) above) and the default or breach continues for a period of 90 days or more after the Issuer receives
written notice from the Trustee or the Issuer and the Trustee receive notice from the holders of at least 25% in aggregate
principal amount of the Notes of all affected series and the debt securities of all other affected series outstanding under the
Indenture (voting together as a single class);
(g) certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to the Issuer
or any Obligor have occurred; or
(h) any Guarantee shall not be (or shall be claimed by the relevant Guarantor not to be) in full force and effect.
If an event of default (other than an event of default specified in clause (d) above) under the Indenture occurs and is
continuing, then the Trustee may and, at the direction of the holders of at least 25% in aggregate principal amount of the Notes of
all affected series and the debt securities of all other affected series outstanding under the Indenture (voting together as a single
class), will by written notice, require the Issuer to repay immediately the entire principal amount of the outstanding debt
securities of each affected series, together with all accrued and unpaid interest.
If an event of default under the Indenture specified in clause (d) occurs and is continuing, then the entire principal amount
of the outstanding Notes will automatically become due immediately and payable without any declaration or other act on the part
of the Trustee or any holder.
After a declaration of acceleration or any automatic acceleration under clause (d) described above, the holders of a
majority in principal amount of the outstanding Notes of any series (each such series voting as a separate class) may rescind this
accelerated payment requirement with respect to the Notes of such series if all existing events of default with respect
to the Notes of such series, except for nonpayment of the principal and interest on the Notes of such series that have become due
solely as a result of the accelerated payment requirement, have been cured or waived and if the rescission of acceleration would
not conflict with any judgment or decree and if all sums paid or advanced by the Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents and counsel have been paid.
The holders of a majority in principal amount of the Notes of all affected series and the debt securities of all other affected
series outstanding under the Indenture (voting together as a single class) may, by written notice to the Issuer and the Trustee, also
waive past defaults, except a default in paying principal or interest on any outstanding senior debt security of such series, or in
respect of a covenant or a provision that cannot be modified or amended without the consent of all affected holders of the Notes
of such series.
The holders of at least 25% in aggregate principal amount of the Notes of all affected series and the debt securities of all
other affected series outstanding under the Indenture (voting together as a single class) may seek to institute a proceeding only
after they have made written request, and offered indemnity reasonably satisfactory to the Trustee, to the Trustee to institute a
proceeding and the Trustee has failed to do so within 60 days after it received this request and offer of indemnity. In addition,
within this 60-day period the Trustee must not have received directions inconsistent with this written request by holders of a
majority in principal amount of the Notes of all affected series and the debt securities of all other affected series then outstanding.
These limitations do not apply, however, to a suit instituted by a holder of the Notes of any affected series for the enforcement of
the payment of principal or interest on or after the due dates for such payment.
During the existence of an event of default of which a responsible officer of the Trustee has actual knowledge or has
received written notice from the Issuer or any holder of the Notes, the Trustee is required to exercise the rights and powers vested
in it under the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would under the
circumstances in the conduct of that person’s own affairs. If an event of default has occurred and is continuing, the Trustee is not
under any obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders
have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee. Subject to certain provisions, the holders
of a majority in aggregate principal amount of the Notes of all affected series and the debt securities of all other affected series
outstanding under the Indenture (voting together as a single class) have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust, or power conferred on the Trustee.
The Trustee will, within 90 days after any default occurs with respect to the Notes of any series, give notice of the default
to the holders of the Notes of such series, unless the default was already cured or waived. Unless there is a default in paying
principal or interest when due, the Trustee can withhold giving notice to the holders if it determines in good faith that the
withholding of notice is in the interest of the holders.
The Issuer is required to furnish to the Trustee an annual statement as to compliance with all conditions and covenants
under the Indenture within 120 days of the end of each fiscal year.
Exhibit 10.3
AMENDMENT NO. 2 dated as of December 9, 2022 (this “Amendment”) among Comcast Corporation, a Pennsylvania corporation
(the “Company”), the Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent (in such
capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Credit Agreement (as defined below).
AMENDMENT NO. 2
RECITALS:
WHEREAS, the Company is party to that certain Credit Agreement dated as of March 30, 2021, by and among the Company, the
lenders from time to time party thereto (the “Lenders”) and JPMCB, as administrative agent for the Lenders (as amended by Amendment No.
1 dated December 31, 2021, the “Existing Credit Agreement”, and as amended by this Amendment and as further amended, restated,
modified or supplemented from time to time, the “Credit Agreement”);
WHEREAS, certain loans, commitments and/or other extensions of credit (the “Loans”) under the Existing Credit Agreement
denominated in Dollars (the “Affected Currency”) incur or are permitted to incur interest, fees or other amounts based on the London
Interbank Offered Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Existing
Credit Agreement; and
WHEREAS, the Administrative Agent, the Company and the Lenders party hereto comprising 100% of the Lenders as of
immediately prior to the Amendment No. 2 Effective Date have determined that LIBOR for the Affected Currency should be replaced with
the applicable Benchmark Replacement for all purposes under the Credit Agreement and any Loan Document.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 2 Effective Date (as defined
below), the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-
underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto.
SECTION 2. Conditions Precedent to Effectiveness of the Amendment. This Amendment shall become effective as of the first date
(the “Amendment No. 2 Effective Date”) that the following conditions precedent are satisfied:
and Lenders comprising 100% of the Lenders as of immediately prior to the Amendment No. 2 Effective Date.
(a)
Amendment. This Amendment shall have been executed and delivered by the Company, the Administrative Agent
(b)
Fees. The Administrative Agent shall have received, to the extent invoiced two (2) Business Days prior to the
Amendment No. 2 Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment No. 2
Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees,
charges and disbursements of Simpson Thacher & Bartlett LLP) required to be reimbursed or paid by the Loan Parties hereunder or under
any Loan Document.
The Administrative Agent shall notify the Company and the Lenders of the Amendment No. 2 Effective Date upon the occurrence
thereof, and such notice and the effectiveness of this Amendment and the Credit Agreement shall be conclusive and binding upon all of the
Lenders and all of the other parties to the Loan Documents and each of their successors and assigns; provided that, failure to give any such
notice shall not affect the effectiveness, validity or enforceability of this Amendment and the Credit Agreement.
1
SECTION 3. Reference to and Effect on the Existing Credit Agreement and the other Loan Documents.
(a)
On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Existing Credit
Agreement, as amended by this Amendment. The Existing Credit Agreement and each of the other Loan Documents, as specifically amended
by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(b)
Other than as specifically provided herein or in the Credit Agreement, this Amendment shall not operate as a waiver or
amendment of any right, power or privilege of the Lenders under the Existing Credit Agreement or any other Loan Document or of any other
term or condition of the Existing Credit Agreement or any other Loan Document nor shall the entering into of this Amendment preclude the
Lenders from refusing to enter into any further waivers or amendments with respect to the Existing Credit Agreement. This Amendment shall
not constitute a novation of the Existing Credit Agreement or any of the Loan Documents. This Amendment shall be a Loan Document for all
purposes under the Credit Agreement and the other Loan Documents.
SECTION 4. Acknowledgments. The Company hereby acknowledges that it has read this Amendment and consents to its terms,
and further hereby affirms, confirms, represents, warrants and agrees that notwithstanding the effectiveness of this Amendment, the
obligations of the Company under each of the Loan Documents shall not be impaired and each of the Loan Documents is, and shall continue
to be, in full force and effect and is hereby confirmed and ratified in all respects.
SECTION 5. Execution in Counterparts. This Amendment may be executed in one or more counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or electronic mail that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this
Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed
in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 6. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial, Etc.
(a) This Amendment shall be construed in accordance with and governed by the law of the State of New York, without regard to conflict
of laws principles thereof to the extent such principles would cause the application of the law of another state; and
(b) The jurisdiction and waiver of right to trial by jury provisions in Sections 10.22 and 10.23 of the Existing Credit Agreement are
incorporated herein by reference mutatis mutandis.
SECTION 7. Amendment; Headings; Severability. This Amendment may not be amended nor may any provision hereof be waived
except in accordance with the provisions of Section 10.01 of the Credit Agreement. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this
Amendment. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction. The parties shall endeavor in good-faith
2
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.02(a) of the Credit
Agreement.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
COMPANY:
COMCAST CORPORATION, a Pennsylvania corporation
By:
/s/ Jennifer Daley
Name: Jennifer Daley
Title: Vice President and Assistant
Treasurer
[Signature Page to Amendment No. 2]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By: /s/ Ryan Zimmerman
Name: Ryan Zimmerman
Title: Vice President
[Signature Page to Amendment No. 2]
BANK OF AMERICA, N.A., as a Lender
By:
/s/ Brandon Bolio
Name: Brandon Bolio
Title: Managing Director
CITIBANK, N.A., as a Lender
By:
/s/ Michael Vondriska
Name: Michael Vondriska
Title: Vice President
MIZUHO BANK, LTD., as a Lender
By:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director
MORGAN STANLEY BANK N.A., as a Lender
By:
/s/ Phillip Magdaleno
Name: Phillip Magdaleno
Title: Authorized Signatory
MUFG BANK, LTD., as a Lender
By:
/s/ Lillian Kim
Name: Lillian Kim
Title: Director
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ Nicholas Grocholski
Name: Nicholas Grocholski
Title: Managing Director
COMMERZBANK AG, NEW YORK BRANCH, as a Lender
By:
/s/ Paolo de Alessandri
Name: Paolo de Alessandri
Title: Managing Director
By:
/s/ Matthew Ward
Name: Matthew Ward
Title: Managing Director
BARCLAYS BANK PLC, as a Lender
By:
/s/ Sean Duggan
Name: Sean Duggan
Title: Director
BNP PARIBAS, as a Lender
By:
/s/ Jonathan Lasner
Name: Jonathan Lasner
Title: Director
By:
/s/ Gregory Paul
Name: Gregory Paul
Title: Managing Director
CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender
By:
/s/ Doreen Barr
Name: Doreen Barr
Title: Authorized Signatory
By:
/s/ Wing Yee Lee-Cember
Name: Wing Yee Lee-Cember
Title: Authorized Signatory
DEUTSCHE BANK AGE NEW YORK BRANCH, as a Lender
By:
/s/ Ming K. Chu
Name: Ming K. Chu
Title: Director
By:
/s/ Marko Lukin
Name: Marko Lukin
Title: Vice President
ROYAL BANK OF CANADA, as a Lender
By:
/s/ Scott Johnson
Name: Scott Johnson
Title: Authorized Signatory
BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender
By:
/s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director
By:
/s/ Rita Walz-Cuccioli
Name: Rita Walz-Cuccioli
Title: Executive Director
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:
/s/ Nabeel Shah
Name: Nabeel Shah
Title: Director
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By:
/s/ Jonathan Colquhoun
Name: Jonathan Colquhoun
Title: Managing Director
GOLDMAN SACHS BANK USA, as a Lender
By:
/s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory
U.S. BANK NATIONAL ASSOACTION, as a Lender
By:
/s/ Garret Komjathy
Name: Garret Komjathy
Title:
Senior Vice President
DNB CAPITAL, LLC, as a Lender
By:
/s/ Dania Hinedi
Name: Dania Hinedi
Title:
Senior Vice President
By:
/s/ Bret Douglas
Name: Bret Douglas
Title:
Senior Vice President
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK
BRANCH, as a Lender
By:
/s/ Tony Huang
Name: Tony Huang
Title: Director
By:
/s/ Yuanyuan Peng
Name: Yuanyuan Peng
Title: Executive Director
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ Meredith L. Jermann
Name: Meredith L. Jermann
Title: Vice President
SOCIETE GENERALE, as a Lender
By:
/s/ Shelley Yu
Name: Shelley Yu
Title: Director
BANK OF CHINA, NEW YORK BRANCH, as a Lender
By:
/s/ Raymond Qiao
Name: Raymond Qiao
Title: Executive Vice President
THE BANK OF NEW YORK MELLON, as a Lender
By:
/s/ John Park
Name: John Park
Title:
Senior Associate
ING BANK N.V., DUBLIN BRANCH, as a Lender
By:
/s/ Sean Hassett
Name: Sean Hassett
Title: Director
By:
/s/ Cormac Langford
Name: Cormac Langford
Title: Director
INTESA SANPAOLO S.P.A., as a Lender
By:
/s/ Glen Binder
Name: Glen Binder
Title: Global Relationship Manager
By:
/s/ Manuela Insana
Name: Manuela Insana
Title: Relationship Manager
NATIONAL WESTMINSTER BANK PLC, as a Lender
By:
/s/ Alex Maltby
Name: Alex Maltby
Title: Director
THE BANK OF NOVA SCOTIA, as a Lender
By:
/s/ Joseph Ward
Name: Joseph Ward
Title: Managing Director
TRUIST BANK, as a Lender
By:
/s/ Paige Scheper
Name: Paige Scheper
Title: Director
AGRICULTURAL BANK OF CHINA, NEW YORK BRANCH, as a Lender
By:
/s/ Nelson Chou
Name: Nelson Chou
Title:
SVP & Head of Corporate
Banking Department
Amended Credit Agreement
[See attached.]
ANNEX A
_____________________________________________________________________________________
CREDIT AGREEMENT
(as amended by Amendment No. 1, dated December 31, 2021) and
Amendment No. 2, dated December 9, 2022)
among
COMCAST CORPORATION
The Financial Institutions Party Hereto
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
CITIBANK, N.A.,
as Syndication Agent
and
BANK OF AMERICA, N.A.,
MIZUHO BANK, LTD.,
MORGAN STANLEY MUFG LOAN PARTNERS, LLC and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Co-Documentation Agents
_____________________________________________________________________________________
Dated as of March 30, 2021
JPMORGAN CHASE BANK, N.A.,
CITIBANK, N.A.,
BOFA SECURITIES, INC.,
MORGAN STANLEY MUFG LOAN PARTNERS, LLC,
WELLS FARGO SECURITIES, LLC and
MIZUHO BANK, LTD.,
as Joint Lead Arrangers and Joint Bookrunners
TABLE OF CONTENTS
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms
1.02 Use of Certain Terms.
1.03 Accounting Terms
1.04 Rounding
1.05 Exhibits and Schedules
1.06 References to Agreements and Laws
1.07 Pro Forma Calculations
1.08 Interest Rates; LIBOR Notification.
SECTION 2 THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT
2.01 Amount and Terms of Revolving Commitments
2.02 Procedure for Revolving Loan Borrowings
2.03 Letters of Credit
2.04 Competitive Bid Procedure
2.05 Reduction or Termination of Revolving Commitments
2.06 Prepayments
2.07 Documentation of Loans
2.08 Continuation and Conversion Option
2.09 Interest
2.10 Fees
2.11 Computation of Interest and Fees
2.12 Making Payments
2.13 Funding Sources
2.14 Defaulting Lenders
2.15 Currency Equivalents
SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes
3.02 Illegality
3.03 Alternate Rate of Interest
3.04 Increased Cost and Reduced Return; Capital Adequacy
3.05 Breakfunding Costs
3.06 Matters Applicable to all Requests for Compensation
3.07 Survival
SECTION 4 CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT
4.01 Conditions Precedent to Effective Date
4.02 Conditions to all Extensions of Credit
i
Page
1
1
33
34
34
35
35
35
35
36
36
38
38
43
45
45
45
46
46
47
47
48
49
49
50
51
51
52
52
56
57
57
58
58
58
59
SECTION 5 REPRESENTATIONS AND WARRANTIES
5.01 Existence and Qualification; Power; Compliance with Laws
5.02 Power; Authorization; Enforceable Obligations
5.03 No Legal Bar
5.04 Financial Statements; No Material Adverse Effect
5.05 Litigation
5.06 Use of Proceeds
5.07 Anti-Corruption Laws and Sanctions
5.08 ERISA.
SECTION 6 AFFIRMATIVE COVENANTS
6.01 Financial Statements
6.02 Certificates, Notices and Other Information
6.03 Payment of Taxes
6.04 Preservation of Existence
6.05 Compliance With Laws
6.06 Inspection Rights
6.07 Keeping of Records and Books of Account
6.08 Designation of Unrestricted Subsidiaries
6.09 [Reserved]
6.10 Guarantors
SECTION 7 NEGATIVE COVENANTS
7.01 Liens
7.02 Non-Guarantor Subsidiary Indebtedness
7.03 Fundamental Changes
7.04 Anti-Corruption Laws and Sanctions
7.05 Financial Covenant
SECTION 8 EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default
8.02 Remedies Upon Event of Default
SECTION 9 THE AGENTS
9.01 Appointment
9.02 Delegation of Duties
9.03 Exculpatory Provisions
9.04 Reliance by Administrative Agent
9.05 Notice of Default
9.06 Acknowledgements of Lenders and Issuing Lenders
9.07 Indemnification
9.08 Agent in Its Individual Capacity
9.09 Successor Administrative Agent
9.10 Co-Documentation Agents and Syndication Agent
ii
Page
60
60
60
60
60
61
61
61
61
61
61
62
62
62
62
62
63
63
63
63
64
64
65
65
65
66
66
68
67
68
68
68
68
69
69
69
71
72
72
72
Page
72
74
74
75
77
78
79
79
80
80
80
81
81
81
81
82
83
83
83
84
84
84
85
86
86
87
87
87
87
9.11 Certain ERISA Matters.
SECTION 10 MISCELLANEOUS
10.01 Amendments; Consents
10.02 Requisite Notice; Electronic Communications
10.03 Attorney Costs and Expenses
10.04 Binding Effect; Assignment
10.05 Set-off
10.06 Sharing of Payments
10.07 No Waiver; Cumulative Remedies
10.08 Usury
10.09 Counterparts
10.10 Integration
10.11 Nature of Lenders’ Obligations
10.12 Survival of Representations and Warranties
10.13 Indemnity by Borrower
10.14 Nonliability of Lenders
10.15 No Third Parties Benefitted
10.16 Severability
10.17 Confidentiality
10.18 Headings
10.19 Time of the Essence
10.20 Status of Lenders
10.21 Removal and Replacement of Lenders
10.22 Governing Law; Submission to Jurisdiction; Waivers
10.23 Waiver of Right to Trial by Jury
10.24 USA PATRIOT Act
10.25 Judgment Currency
10.26 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
10.27 Acknowledgement Regarding Any Supported QFCs
iii
EXHIBITS
A Form of Guarantee Agreement
B Form of Request for Extension of Credit
C Form of Compliance Certificate
D Form of Assignment and Assumption
E-1 Form of New Lender Supplement
E-2 Form of Increased Revolving Commitment Activation Notice
F Form of U.S. Tax Compliance Certificate
SCHEDULES
2.01 Revolving Commitments
2.03 Letter of Credit Commitments; Issuers of Existing Letters of Credit
6.08 Unrestricted Subsidiaries
10.02 Addresses for Notices
iv
This CREDIT AGREEMENT is entered into as of March 30, 2021, by and among COMCAST CORPORATION, a
Pennsylvania corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”) and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT
WHEREAS, Borrower has requested that the Lenders, the Issuing Lenders and Administrative Agent provide the Revolving
Facility (as defined below), and the Lenders, the Issuing Lenders and Administrative Agent are willing to do so on the terms and conditions
set forth herein; and
NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows:
RECITALS
SECTION 1
DEFINITIONS AND ACCOUNTING TERMS
1.01
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquisition” means (a) any purchase or other acquisition of assets or series of related purchases or other acquisitions of
assets by Borrower or any Restricted Subsidiary (including by way of asset or stock purchase, swap or merger) other than from Borrower or
any Restricted Subsidiary or (b) the designation by Borrower of an Unrestricted Subsidiary as a Restricted Subsidiary.
“Acquisition Debt” means any Indebtedness of Borrower or any of its Restricted Subsidiaries (or an Unrestricted Subsidiary,
so long as, in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary in
connection with the consummation of the applicable Material Acquisition) that has been issued for the purpose of financing, in whole or in
part, any acquisition that is a Material Acquisition in accordance with clause (ii) of the definition thereof and any related transactions or
series of related transactions in respect of any acquisition that is a Material Acquisition in accordance with clause (ii) of the definition thereof
(including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Person(s) or assets to be
acquired); provided that (a) the release of the proceeds thereof to Borrower and its Restricted Subsidiaries (or an Unrestricted Subsidiary, so
long as, in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary in
connection with the consummation of such Material Acquisition) is contingent upon the consummation of such Material Acquisition and,
pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar
transaction, the definitive offer document) for such Material Acquisition is terminated prior to the consummation thereof or if such Material
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds
shall be promptly applied to satisfy and discharge all obligations of Borrower and its Restricted Subsidiaries (or an Unrestricted Subsidiary,
so long as, in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary in
connection with the consummation of such Material Acquisition) in respect of such Indebtedness) or (b) such Indebtedness contains a
“special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if
such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the
definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is
terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not
consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or
prepaid within 90 days of such termination or such specified date, as the case may be).
1
“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) Daily Simple SOFR, plus (b) 0.00% for an
Interest Period of one month and 0.10% for all other Interest Periods greater than one month; provided that if Adjusted Daily Simple
SOFR as so determined would be less than zero, such rate shall be deemed to be equal to zero for the purposes of this Agreement.
“Adjusted Daily Simple SONIA Rate” means, with respect to any Floating Rate Borrowing denominated in Sterling, an
interest rate per annum equal to (a) Daily Simple SONIA, plus (b) 0.0326%; provided that if the Adjusted Daily Simple SONIA Rate as so
determined would be less than zero, such rate shall be deemed to be equal to zero for the purposes of this Agreement.
Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
“Adjusted EURIBOR Rate” means, with respect to any Floating Rate Borrowing denominated in Euros for any Interest
“Adjusted LIBOTerm SOFR Rate” means, with respect to any Floating Rate Borrowing denominated in Dollars for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBOTerm SOFR Rate
for such Interest Period multiplied by (b) the Statutory Reserve Rate., plus (b) 0.00% for an Interest Period of one month and 0.10% for
all other Interest Periods greater than one month; provided that if the Adjusted Term SOFR Rate as so determined would be less than
zero, such rate shall be deemed to be equal to zero for the purposes of this Agreement.
interest rate per annum equal to (a) the TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
“Adjusted TIBOR Rate” means, with respect to any Floating Rate Borrowing denominated in Yen for any Interest Period, an
“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent permitted under the Loan Documents; provided that for purposes of Borrowings,
Continuations or Conversions denominated in Canadian Dollars, Euros, Sterling or Yen, Administrative Agent shall be J.P. Morgan Europe
Limited.
has designated by written notice to Borrower and Lenders.
“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as Administrative Agent
Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
“Administrative Agent-Related Persons” means Administrative Agent (including any successor agent), together with its
Administrative Agent and submitted to Administrative Agent (with a copy to Borrower) duly completed by such Lender.
“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
direct or indirect common Control with, such Person.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by, or is under
“Agents” means the collective reference to Administrative Agent, Syndication Agent and Co-Documentation Agents.
“Agent Parties” has the meaning set forth in Section 10.02(e)(ii).
2
“Aggregate Exposure” means, with respect to any Lender at any time, an amount equal to the amount of such Lender’s
Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Outstanding
Revolving Obligations.
such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
“Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of
“Agreed Currencies” means Dollars and each Alternative Currency.
from time to time.
“Agreement” means this Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing
“Agreement Currency” has the meaning set forth in Section 10.25(b).
“Alternative Currency” means (x) with respect to any Letter of Credit, (a) Euros, (b) Yen, (c) Sterling, (d) Canadian Dollars
and (e) any currency other than Dollars, Euros, Yen, Sterling, or Canadian Dollars in which an Issuing Lender is willing to issue a Letter of
Credit and (y) with respect to any Loan, (a) Euros, (b) Yen, (c) Sterling, (d) Canadian Dollars and (e) any currency other than Dollars, Euros,
Yen, Sterling, or Canadian Dollars in which each Lender has agreed to make Loans.
“Ancillary Documents” has the meaning set forth in Section 10.09(b).
recently ended times two (2).
“Annualized EBITDA” means, at any date of determination, EBITDA for the two (2) fiscal quarter periods then most
Subsidiaries from time to time concerning or relating to bribery or corruption.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its
upon the applicable Debt Ratings:
“Applicable Amount” means the rate per annum, in basis points, set forth under the relevant column heading below based
Pricing Level
Debt Ratings
S&P/Moody’s
Commitment
Fee
Base Rate
Floating Rate / RFR (if
applicable) / Letters of
Credit
1
2
3
4
5
≥A+/A1
A/A2
A-/A3
BBB+/Baa1
≤BBB/Baa2
5.0
7.0
8.0
10.0
12.5
0.0
0.0
0.0
12.5
25.0
62.5
75.0
100.0
112.5
125.0
As used in this definition, “Debt Rating” means, as of any date of determination, the rating as determined by either S&P or
Moody’s (collectively, the “Debt Ratings”) of Borrower’s senior unsecured non-credit-enhanced long-term Indebtedness for borrowed money
(the “Subject Debt”); provided that, solely for purposes of determining the Applicable Amount, if a Debt Rating is issued by each of S&P
and Moody’s, then the higher of such Debt Ratings shall apply (with Pricing Level 1 being the highest and Pricing Level 5 being the lowest),
unless there is a split in Debt Ratings of more than one level, in which case the level that is one level lower than the higher Debt Rating shall
apply. The Debt Ratings shall be determined from the most recent public announcement of any Debt Ratings or changes
3
thereto. Any change in the Applicable Amount shall become effective on and as of the date of any public announcement of any Debt Rating
that indicates a different Applicable Amount. If the rating system of S&P or Moody’s shall change, Borrower and Administrative Agent shall
negotiate in good faith to amend this definition to reflect such changed rating system and, pending the effectiveness of such amendment
(which shall require the approval of Required Lenders), the Debt Rating shall be determined by reference to the rating most recently in effect
prior to such change. If and for so long as either S&P or Moody’s (but not both) has ceased to rate the Subject Debt, then (x) if such rating
agency has ceased to issue debt ratings generally, or if Borrower has used commercially reasonable efforts to maintain ratings from both S&P
and Moody’s, the Debt Rating shall be deemed to be the Remaining Debt Rating and (y) otherwise, the Debt Rating shall be deemed to be
one Pricing Level below the Remaining Debt Rating. If and for so long as both S&P and Moody’s have ceased to rate the Subject Debt, then
(x) if S&P and Moody’s have ceased to issue debt ratings generally, the Debt Rating shall be the Debt Rating most recently in effect prior to
such event and (y) otherwise, the Debt Rating will be the Debt Rating at Pricing Level 5. For the purpose of the foregoing, “Remaining Debt
Rating” means, at any time that one of S&P or Moody’s, but not both, is rating the Subject Debt, the rating assigned by such rating agency
from time to time.
“Applicable Payment Date” means, (a) as to any Floating Rate Loan (other than a Floating SONIA Rate Loan), the last day
of the relevant Interest Period, any date that such Loan is prepaid or Converted in whole or in part and the maturity date of such Loan;
provided, however, that if any Interest Period for a Floating Rate Loan exceeds three months, interest shall also be paid on the Business Day
which falls every three months after the beginning of such Interest Period; (b) as to any Floating SONIA Rate Loan, (i) each date that is on
the numerically corresponding day in each calendar month that is three months after the borrowing of such Loan (or, if there is no such
numerically corresponding day in such month, then the last day of such month), (ii) any date that such Loan is prepaid or Converted in whole
or in part and (iii) the maturity date of such Loan; (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Fixed Rate Loan with an Interest Period of more than 90 days’ duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals
of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid
Request as Applicable Payment Dates with respect to such Borrowing; and (d) as to any other Obligations, the last Business Day of each
calendar quarter and the maturity date of such Obligation, except as otherwise provided herein.
“Applicable Time” means New York time.
“Asset Monetization Transactions” has the meaning set forth in the definition of Consolidated Total Indebtedness.
“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D or, to the extent
applicable, an agreement (in form and substance reasonably acceptable to the Borrower) incorporating an Assignment and Assumption by
reference pursuant to a Platform as to which Administrative Agent and the parties to the Assignment and Assumption are participants.
“Attorney Costs” means the reasonable and documented fees and disbursements of a law firm or other external counsel.
“Attributable Indebtedness” means, with respect to any Sale-Leaseback Transaction, the present value (discounted at the rate
set forth or implicit in the terms of the lease included in such Sale-Leaseback Transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and
labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale-
Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee
upon payment of a penalty, the Attributable Indebtedness shall be the lesser of the Attributable Indebtedness determined assuming
termination on the first date such lease may be terminated (in which case the Attributable Indebtedness
4
shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first
date on which it may be so terminated) or the Attributable Indebtedness determined assuming no such termination.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any
tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.03.
respect of any liability of an Affected Financial Institution.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,
Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other
than through liquidation, administration or other insolvency proceedings).
“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBOTerm SOFR Rate for a one month Interest Period onas published
two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBOTerm SOFR Rate for any day shall be based on the Screen
Rate (or if the Screen Rate is not available for such one month Interest Period, the LIBO Interpolated Rate)Term SOFR Reference Rate at
approximately 11:00 a.m. London5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate,
as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a
change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate shall be effective from and including the effective date of
such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate, respectively. If the Base Rate is being used as an
alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 3.03(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to
clause (c) above.
such Borrowing, bear interest based upon the Base Rate.
“Base Rate Loan”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
“Benchmark” means, initially, the Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition
Event, a Term ESTR Transition Event, a Term TONA Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to the applicable Relevant Rate for such Agreed Currency or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement for such Agreed Currency to the extent that such Benchmark Replacement has
replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 3.03.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan
denominated in an Other Agreed Currency, “Benchmark Replacement” shall mean the alternative set forth in (3) below:
5
(1)
AdjustmentAdjusted Daily Simple SOFR,
(A) in the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement
(B) [reserved],
Adjustment, and
(C) in the case of any Loan denominated in Euros, the sum of (a) Term ESTR and (b) the related Benchmark Replacement
(D) in the case of any Loan denominated in Yen, the sum of (a) Term TONA and (b) the related Benchmark Replacement
Adjustment;
(2)
(A) in the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark
Replacement Adjustment,[reserved],
(B) [reserved],
Replacement Adjustment, and
(C) in the case of any Loan denominated in Euros, the sum of (a) Daily Simple ESTR and (b) the related Benchmark
Replacement Adjustment; and
(D) in the case of any Loan denominated in Yen, the sum of (a) Daily Simple TONA and (b) the related Benchmark
(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)
any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for
syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark
Replacement Adjustment;
provided that, in the case of clause (1)(A), (1)(C) or (1)(D), such Unadjusted Benchmark Replacement is displayed on a
screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion; provided further that, (x) with respect to a Loan denominated in Dollars, notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice,
on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term
SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(A) of this definition (subject to the preceding
proviso), (y) with respect to a Loan denominated in Euros, notwithstanding anything to the contrary in this Agreement or in any other Loan
Document, upon the occurrence of a Term ESTR Transition Event, and the delivery of a Term ESTR Notice, on the applicable Benchmark
Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR and (b) the related
Benchmark Replacement Adjustment, as set forth in clause (1)(C) of this definition (subject to the preceding proviso) and (zy) with respect to
a Loan denominated in Yen, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence
of a Term TONA Transition Event, and the delivery of a Term TONA Notice, on the applicable Benchmark Replacement Date the
“Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term TONA and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1)(D) of this definition (subject to the preceding proviso).
6
Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an
Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement:
order below that can be determined by the Administrative Agent:
(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the
(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or
negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or
recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor; and
(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark
Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA
Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and
(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the
Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time;
provided that (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion
and (y) each Benchmark Replacement Adjustment shall be determined by the Administrative Agent in consultation with the Borrower.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of
“U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides (in
consultation with the Borrower) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to
permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the
Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of
administration as the Administrative Agent decides is reasonably necessary (in consultation with the Borrower) in connection with the
administration of this Agreement and the other Loan Documents, so long as consistent with the treatment of similar syndicated credit
facilities denominated in the applicable Agreed Currency at such time for investment-grade companies similar to the Borrower in respect of
which the Administrative Agent acts as administrative agent).
7
respect to such then-current Benchmark:
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof);
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date of the publicon which such
Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for
the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness
will be determined by reference to the most recent statement or publication of information referenced thereinin such clause (c) and even if
any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;
(3) in the case of a Term SOFR Transition Event, a Term ESTR Transition Event or a Term TONA Transition Event, as
applicable, the date that is thirty (30) days after the date a Term SOFR Notice, a Term ESTR Notice or a Term TONA Notice, as applicable,
is provided to the Lenders and the Borrower pursuant to Section 3.03(c); or
(4) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is
provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election
from Lenders comprising the Required Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but
earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to
the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark only upon the occurrence of the applicable event or events set forth therein with respect to all then-
current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
with respect to such then-current Benchmark:
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the
central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such
Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a
court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each
case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely;
8
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component
thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark only if a public statement or publication of information set forth above has occurred with respect to each then-current Available
Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that
a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has
replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (y)
ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with Section 3.03.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets
include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of
any such “employee benefit plan” or “plan”.
U.S.C. 1841(k)) of such party.
“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12
“BLR Group” means: (i) Brian L. Roberts (“BLR”); (ii) his wife; (iii) a lineal descendant of BLR; (iv) the estate of BLR; (v)
any trust of which at least one of the trustees is any one or more of BLR, his wife and his lineal descendants, or the principal beneficiaries of
which are any one or more of BLR, his wife and his lineal descendants; (vi) any Person which is Controlled by any one or more of the
foregoing; and (vii) any group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) of which any of the foregoing is a member.
of a transaction that results in a Successor Entity, shall mean such Successor Entity.
“Borrower” (a) initially has the meaning set forth in the introductory paragraph hereto and (b) following the consummation
“Borrowing” and “Borrow” each mean a borrowing of Loans hereunder.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New
York are authorized or required by law to close, and, if the applicable Business Day relates to a Floating Rate Loan, any such day on which
dealings are carried out in the applicable offshore Dollar market; provided that the term “Business Day”, when used in connection with (i)
any Floating Rate Loan (or Base Rate Loan the rate of which is based on the Adjusted LIBO Rate), shall also exclude any day on which
banks are not open for dealings in Dollar, Euro or Sterling deposits in the London interbank market, (ii) any Loan denominated in Euros shall
also exclude any day on which commercial banks in London are authorized or required by law to remain closed, (iiiii) any Loan denominated
in Sterling shall also exclude any day on which commercial banks in London are authorized or required by law to remain closed, (iviii) any
Loan denominated in Yen shall also exclude any day on which commercial banks in Tokyo, Japan are authorized or required by law to remain
closed and, (viv) any Loan denominated in Canadian Dollars shall also exclude any day on which commercial banks in Toronto, Canada are
authorized or required by law to remain closed. and (v) in relation to any
9
calculation or determination of interest rate in respect of any Loan denominated in Euros and in relation to the calculation or computation of
the Adjusted EURIBOR Rate or the EURIBOR Rate in respect thereof, “Business Day” shall mean any day which is a TARGET Day.
purpose is to directly or indirectly own or hold an investment in another Person that operates a cable communications business.
“Cable Subsidiary” means a Subsidiary of Borrower (a) that operates a cable communications business or (b) whose sole
“Canadian Dollar” and “C$” means lawful money of Canada.
“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate
equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the
PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by
the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that
appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute
page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time,
as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided,
that if any the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the
Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such
change in the PRIMCAN Index or CDOR, respectively.
“CBR Loan” shall mean a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread” shall mean the Applicable Amount applicable to such Loan that is replaced by a CBR Loan.
“CDOR Screen Rate” means, with respect to any Floating Rate Borrowing denominated in Canadian Dollars for any Interest
Period, on any day for the relevant Interest Period, the annual rate of interest equal to the average rate applicable to Canadian Dollar
Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page” as defined in the International
Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate does not appear on such
page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the
nearest 1/100 of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto local time on the first day of such Interest Period and, if such
day is not a business day, then on the immediately preceding business day (as adjusted by Administrative Agent after 10:15 a.m. Toronto
local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest). If the CDOR Screen Rate shall be
less than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.
th
“Central Bank Rate” shall mean, for any Loan denominated in Sterling, (i) the Bank of England’s (or any successor thereto’s)
“Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, plus (ii) the applicable Central Bank Rate
Adjustment; provided that, if the Central Bank Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement.
“Central Bank Rate Adjustment” shall mean, for any day, for any Loan denominated in, Sterling, a rate equal to the
difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple SONIA for the five most recent SONIA
Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest such Daily
Simple SONIA applicable during such period of five SONIA Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect
on the last SONIA Business Day in such period. For purposes of this
10
definition, the term Central Bank Rate shall be determined disregarding the proviso in the definition of such term.
“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder, as in
effect on the date hereof), other than the BLR Group, of Equity Interests representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Borrower; or (b) the occupation of a majority of the seats (other than vacant
seats) on the board of directors of Borrower by Persons who were not directors of Borrower on the date of this Agreement or nominated or
appointed or approved by the board of directors of Borrower (or by the Nominating Committee of such board).
forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
Partners, LLC (acting through Morgan Stanley Senior Funding, Inc. and MUFG Bank Ltd.) and Wells Fargo Bank, National Association.
“Co-Documentation Agents” means, collectively, Bank of America, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan
“Communications” means, collectively, any notice, demand, communication, information, document or other material
provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by
Administrative Agent, any Lender or any Issuing Lender by means of electronic communications pursuant to Section 10.02(e), including
through an Electronic System.
“Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.
the Lender making such Competitive Bid.
“Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by
“Competitive Bid Request” means a request by Borrower for Competitive Bids in accordance with Section 2.04.
date and as to which a single Interest Period is in effect.
“Competitive Borrowing” means a Competitive Loan or group of Competitive Loans of the same Type made on the same
“Competitive Loan” means a Loan made pursuant to Section 2.04.
Responsible Officer of Borrower.
“Compliance Certificate” means a certificate substantially in the form of Exhibit C, properly completed and signed by a
“Consolidated Net Worth” means, as of any date of determination, the stockholders’ equity or members’ capital of the
Borrower and its consolidated Subsidiaries, as reflected on the most recent consolidated balance sheet of the Borrower and its consolidated
Subsidiaries and prepared in accordance with GAAP.
“Consolidated Total Indebtedness” means, as of any date of determination, the total Indebtedness for borrowed money of
Borrower and its Restricted Subsidiaries and Guaranty Obligations of Borrower and its Restricted Subsidiaries in respect of Indebtedness for
borrowed money, determined on a consolidated basis in accordance with GAAP, but excluding, to the extent constituting Indebtedness for
borrowed money or Guaranty Obligations in respect of Indebtedness for borrowed money,
11
Indebtedness of Borrower and its Restricted Subsidiaries arising from any asset monetization transactions which are recourse only to the
assets so monetized (collectively, “Asset Monetization Transactions”).
continuation of such Floating Rate Loan as a Floating Rate Loan on the last day of the Interest Period for such Loan.
“Continuation” and “Continue” mean, with respect to any Floating Rate Loan (other than a Floating SONIA Rate Loan), the
instrument or undertaking to which such Person is a party or by which it or any of its property is bound.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
“Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the
Loan.
“Conversion” and “Convert” mean, with respect to any Loan, the conversion of such Loan from or into another Type of
interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an
“Covered Entity” means any of the following:
(i)
(ii)
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning set forth in Section 10.27.
“Daily Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple ESTR” for business loans; provided that, if the Administrative Agent decides that any
such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another
convention in its reasonable discretion with the consent of the Borrower.
“Daily Simple SOFR” means, for any day, (a “SOFR, with the conventions for this rate (which will include a lookback)
being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided that, if the Administrative Agent decides that
any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another
convention in its reasonable discretion with the consent of Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR
Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government
Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S.
Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR
Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from
and including the effective date of such change in SOFR without notice to the Borrower.
12
“Daily Simple SONIA” means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to the SONIA Rate
for the day that is five Business Days prior to (a) if such SONIA Interest Day is a Business Day, such SONIA Interest Day or (b) if such
SONIA Interest Day is not a Business Day, the Business Day immediately preceding such SONIA Interest Day.
“Daily Simple TONA” means, for any day, TONA, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple TONA” for business loans; provided that, if the Administrative Agent decides that any
such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another
convention in its reasonable discretion with the consent of the Borrower.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or
similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect affecting the rights of
creditors generally.
“Debt Rating” has the meaning set forth in the definition of Applicable Amount.
“Declining Lender” has the meaning set forth in Section 2.01(e).
“Default” means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means an interest rate equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate
otherwise applicable to such Loan as provided in Section 2.09(a) or (ii) in the case of any other overdue amount, 2% per annum plus the rate
applicable to Base Rate Loans, in each case to the fullest extent permitted by applicable Laws.
47.2 or 382.1, as applicable.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
“Defaulting Lender” means any Lender that has (a) failed to fund its portion of any Borrowing, or any portion of its
participation in any Letter of Credit, within three Business Days of the date on which it shall have been required to fund the same (or, in the
case of any Borrowing on the Effective Date, on the Effective Date), (b) notified Borrower, Administrative Agent, any Issuing Lender or any
other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under agreements in
which it commits to extend credit, (c) failed, within three Business Days after written request by Administrative Agent (which request shall,
in any event, be made promptly upon request by Borrower), to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding Letters of Credit; provided that any such Lender shall cease to be
a Defaulting Lender under this clause (c) upon receipt of such confirmation by Administrative Agent, (d) otherwise failed to pay over to
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good faith dispute, (e) (i) been (or has a parent company, including any intermediate parent company, that has
been) adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be,
insolvent or (ii) become the subject of a Bail-in Action or a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian,
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company, including any intermediate parent company, that has become the subject of a Bail-in Action or a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with
13
reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such Bail-in Action or bankruptcy proceeding or appointment, unless in the case of any Lender
referred to in this clause (e) Borrower, Administrative Agent and each Issuing Lender shall be satisfied that such Lender intends, and has all
approvals required to enable it, to continue to perform its obligations as a Lender hereunder or (f) has otherwise become a “defaulting” lender
generally in credit agreements to which it is a party (as reasonably determined by Administrative Agent in consultation with Borrower). For
the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity
Interest in such Lender or its parent by a Governmental Authority.
“Disposition” means (a) any sale, transfer or other disposition of assets or series of sales, transfers or other disposition of
assets by Borrower or any Restricted Subsidiary (including by way of asset or stock sale, swap or merger) other than to Borrower or any
Restricted Subsidiary or (b) the designation by Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary.
“Dollar” and “$” means lawful money of the United States of America.
denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 2.15.
“Dollar Amount” means, at any time, for any amount, (i) if denominated in Dollars, the amount thereof and (ii) if
“Early Opt-in Election” means, with respect to any Agreed CurrencyLoans denominated in Euros or Yen, the occurrence of:
(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify)
each of the other parties hereto that at least five currently outstanding syndicated credit facilities for investment grade companies
denominated in theEuros or Yen, as applicable Agreed Currency, at such time contain (as a result of amendment or as originally executed) a
new benchmark interest rate to replace the applicable Relevant Rate (and such syndicated credit facilities for investment grade companies are
identified in such notice and are publicly available for review), and
(2) the joint election by the Administrative Agent and the Borrower to declare that an Early Opt-in Election for such
Agreed Currencyany Loans denominated in Euros or Yen, as applicable, has occurred and the provision, as applicable, by the Administrative
Agent of written notice of such election to the Borrower and the Lenders.
“EBITDA” means, with respect to any Person or any income generating assets, for any period, an amount equal to (a) the
operating income of such Person or generated by such assets calculated in accordance with GAAP adjusted to exclude gains and losses from
unusual or extraordinary items, plus (b) depreciation, amortization and other non-cash charges to operating income, in each case for such
period, minus (c) any cash payments made during such period in respect of any non-cash charges to operating income accrued during a prior
period and added back in determining EBITDA during such prior period pursuant to clause (b) above, plus (d) corporate overhead expenses
incurred by Borrower in an aggregate amount not to exceed $100,000,000 for any fiscal year of Borrower.
and dissemination of documents submitted to the U.S. Securities and Exchange Commission in electronic format.
“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval computer system for the receipt, acceptance, review
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
14
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative
which date is March 30, 2021.
“Effective Date” means the date upon which all the conditions precedent in Section 4.01 have been satisfied or waived,
record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other
“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks ClearPar®, Debt Domain, Syndtrak
and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Administrative Agent or any
other Person, providing for access to data protected by passcodes or other security system.
®,
“Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the
United States, or any State thereof, and having total assets in excess of $5,000,000,000; (iv) a savings and loan association or savings bank
organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000; (v) a commercial
bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development or has
concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow or of the
Cayman Islands, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000 so long as such bank is
acting through a branch or agency located in the United States or in the country in which it is organized or another country that is described
in this clause (v); (vi) the central bank of any country that is a member of the Organization for Economic Cooperation and Development; or
(vii) any other Person approved by Administrative Agent and Borrower; provided, however, that no Defaulting Lender shall qualify as an
Eligible Assignee.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder
thereof to purchase or acquire any such equity interest.
amended from time to time.
“ERISA” means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as
“ERISA Affiliate” means any person that for purposes of Title IV of ERISA or Section 412 of the Code would be deemed at
any relevant time to be a “single employer” with Borrower under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of
ERISA.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure of Borrower or any ERISA Affiliate
to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or any failure by any Plan to satisfy
the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether
or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan or the incurrence by Borrower
or any ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Borrower or
any ERISA Affiliate from the PBGC
15
or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the
incurrence by Borrower or any ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
Borrower or any ERISA Affiliate of any notice, concerning the imposition of withdrawal liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent (within the meaning of Title IV of ERISA), in “endangered” or “critical” status (within the meaning of
Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041A of ERISA).
Day published by the ESTR Administrator on the ESTR Administrator’s Website.
“ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business
“ESTR Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).
successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.
“ESTR Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any
(or any successor Person), as in effect from time to time.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association
“EURIBOR Interpolated Rate” means, at any time, with respect to any Floating Rate Borrowing denominated in Euros and
for any Interest Period, the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the
Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from
interpolating on a linear basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is
available for Euros) that is shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest
period (for which the EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case,
at such time; provided that, if any EURIBOR Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.
“EURIBOR Rate” means, with respect to any Floating Rate Borrowing denominated in Euros and for any Interest Period, the
EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period;
provided that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate
Interest Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.
“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or
any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or
republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which
displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of
Thomson Reuters as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or
service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation
with the Borrower. If the EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall be deemed to be zero for purposes
of this Agreement.
“Euro” and “€” means lawful money of the European Union.
“Event of Default” means any of the events specified in Section 8.
16
“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be
exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such
currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange rates as may be agreed upon by Administrative Agent and
Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of
Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at
or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two (2) Business Days later; provided,
however, that if at any time of any such determination, for any reason, no such spot rate is being quoted, Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.
the lenders and issuing lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, as amended.
“Existing Comcast Credit Agreement” means the Credit Agreement, dated as of May 26, 2016, among Comcast Corporation,
“Existing Credit Agreements” means, collectively, (i) the Existing Comcast Credit Agreement and (ii) the Credit Agreement,
dated as of May 26, 2016, among NBCUniversal Enterprise, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent, as amended.
“Existing Letters of Credit” means the letters of credit that have been issued prior to the Effective Date pursuant to the
Existing Comcast Credit Agreement or that certain continuing agreement for standby letters of credit dated as of December 2, 2011 between
Borrower and JPMorgan Chase Bank, N.A. (as amended by that certain amendment to letter of credit agreement dated as of March 14, 2013
between Borrower and JPMorgan Chase Bank, N.A.) and that are outstanding on the Effective Date.
“Extended Revolving Termination Date” has the meaning set forth in Section 2.01(e).
“Extending Lender” has the meaning set forth in Section 2.01(e).
“Extension Effectiveness Date” has the meaning set forth in Section 2.01(e).
“Extension of Credit” means (a) a Borrowing, Conversion or Continuation of Loans and (b) a Letter of Credit Action
whereby a new Letter of Credit is issued or which has the effect of increasing the amount of, extending the maturity of, or making a material
modification to an outstanding Letter of Credit or the reimbursement of drawings thereunder (collectively, the “Extensions of Credit”).
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation,
or official agreement implementing an official intergovernmental agreement with respect to such Sections.
“FCA” has the meaning set forth in Section 1.08.
“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on
the next succeeding Business Day by the NYFRB as the effective federal funds rate. If the Federal Funds Rate shall be less than zero, such
rate shall be deemed to be zero for purposes of this Agreement.
fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.
“Fixed Rate” means, with respect to any Competitive Loan (other than a Competitive Loan that is a Floating Rate Loan), the
17
“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.
“Floating Rate”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBOTerm SOFR Rate, the Floating SONIA Rate, the
Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or the CDOR Screen Rate (or, in the case of a Competitive Loan, the LIBOTerm SOFR
Rate).
comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Daily Simple SONIA Rate.
“Floating SONIA Rate”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement,
the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBOAdjusted Term SOFR Rate, the SONIA
Rate, the EURIBOR Rate, the TIBOR Rate or the CDOR Screen Rate, as applicable.
Borrower’s independent certified public accountants).
“GAAP” means generally accepted accounting principles applied on a consistent basis (but subject to changes approved by
“Governmental Authority” means (a) any international, foreign, federal, state, county or municipal government, or political
subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality,
central bank or public body, including the Federal Communications Commission, (c) any state public utilities commission or other authority
and any federal, state, county, or municipal licensing or franchising authority or (d) any court or administrative tribunal.
the form of Exhibit A.
“Guarantee Agreement” means the Guarantee Agreement to be executed and delivered by each Guarantor, substantially in
“Guarantors” means Comcast Cable Communications, LLC, NBCUniversal Media, LLC and each Restricted Subsidiary that
becomes a party to the Guarantee Agreement pursuant to Section 6.10 (in each case to the extent not released as contemplated by this
Agreement).
“Guaranty Obligation” means, as to any Person, any (a) guaranty by such Person of Indebtedness of any other Person or (b)
legally binding obligation of such Person to purchase or pay (or to advance or supply funds for the purchase or payment of) Indebtedness of
any other Person, or to purchase property, securities, or services for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness or to maintain working capital, equity capital or other financial statement condition of such other Person so as to enable
such other Person to pay such Indebtedness; provided, however, that the term Guaranty Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, covered by such Guaranty Obligation
or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Person in good faith.
“Impacted EURIBOR Rate Interest Period” has the meaning assigned to such term in the definition of “EURIBOR Rate.”
“Impacted LIBO Rate Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”
“Impacted TIBOR Rate Interest Period” has the meaning assigned to such term in the definition of “TIBOR Rate.”
18
“Increased Revolving Commitment Activation Notice” means a notice substantially in the form of Exhibit E-2.
Commitment Activation Notice.
“Increased Revolving Commitment Closing Date” means any Business Day designated as such in an Increased Revolving
“Indebtedness” means, as to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or
assumed as the deferred purchase price of property or services, (e) all Indebtedness of others secured by any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person with
respect to Indebtedness of others, (g) all capital lease obligations of such Person, (h) all Attributable Indebtedness under Sale-Leaseback
Transactions under which such Person is the lessee and (i) all obligations of such Person as an account party in respect of outstanding letters
of credit (whether or not drawn) and bankers’ acceptances; provided, however, that Indebtedness shall not include (i) trade accounts payable
arising in the ordinary course of business and (ii) deferred compensation; provided, further, that in the case of any obligation of such Person
which is recourse only to certain assets of such Person, the amount of such Indebtedness shall be deemed to be equal to the lesser of the
amount of such Indebtedness or the value of the assets to which such obligation is recourse as reflected on the balance sheet of such Person at
the time of the incurrence of such obligation; and provided, further, that the amount of any Indebtedness described in clause (e) above shall
be the lesser of the amount of the Indebtedness or the fair market value of the property securing such Indebtedness.
“Indemnified Liabilities” has the meaning set forth in Section 10.13.
“Indemnitees” has the meaning set forth in Section 10.13.
“Interest Expense” means, with respect to any Person or any income generating assets, for any period, an amount equal to,
without duplication, (a) all interest on Indebtedness (other than Indebtedness arising from Asset Monetization Transactions) of such Person or
properly allocable to such assets, and commitment and facility fees in respect thereof, accrued (whether or not actually paid) during such
period, (b) plus the net amount accrued (whether or not actually paid) by such Person or properly allocable to such assets pursuant to any
interest rate protection agreement during such period (or minus the net amount receivable (whether or not actually received) by such Person
or properly allocable to such assets during such period), (c) minus the amortization of deferred financing fees recorded during such period
and (d) minus the amortization of any discount or plus the amortization of any premium (determined as the difference between the present
value and the face amount of the subject Indebtedness) recorded during such period.
“Interest Period” means (a) for each Floating Rate Loan (other than a Floating SONIA Rate Loan), (i) initially, the period
commencing on the date such Floating Rate Loan is disbursed or Continued as, or Converted into, such Floating Rate Loan and (ii) thereafter,
the period commencing on the last day of the preceding Interest Period, and ending, in each case, on the earlier of (A) the scheduled maturity
date of such Loan, or (B) one, three, six, or, if agreed to by each Lender, 12 months or periods less than one month, thereafter and (b) with
respect to any Borrowing of Fixed Rate Loans, the period (which shall not be less than seven days or more than 360 days) commencing on
the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided that:
(i)
any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;
19
(ii)
any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and
(iii)
unless Administrative Agent otherwise consents, there may not be more than ten (10) Interest Periods for Floating
Rate Loans (other than Floating SONIA Rate Loans) in effect at any time.
“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal
places as the Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period for which the
Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the Screen Rate for the shortest
period (for which that Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such
time.
“IRS” means the United States Internal Revenue Service.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
“Issuing Lender” means each Lender with a Letter of Credit Commitment and, only as to the Existing Letters of Credit, each
financial institution listed as an issuer of an Existing Letter of Credit on Schedule 2.03 in its capacity as an issuer of such Letters of Credit
hereunder, and any other Lender that may agree with Borrower to issue Letters of Credit hereunder, or any successor issuing lender
hereunder. Any Lender that becomes an Issuing Lender after the Effective Date agrees to give Administrative Agent prompt notice thereof.
“JPMorgan Chase” means JPMorgan Chase Bank, N.A.
“Judgment Currency” has the meaning set forth in Section 10.25(b).
“Laws” or “Law” means all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including, if consistent therewith, the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration thereof.
“Lender” means each lender from time to time party hereto and, as the context requires, each Issuing Lender, each New
Lender and each New Extending Lender, and, subject to the terms and conditions of this Agreement, their respective successors and assigns
(but not any purchaser of a participation hereunder unless otherwise a party to this Agreement).
“Lender Party” means any Agent, any Issuing Lender or any Lender.
Questionnaire, or such other office or offices as such Lender may from time to time notify Administrative Agent and Borrower.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such on its Administrative
Credit.
“Letter of Credit” means any letter of credit issued or deemed to be issued hereunder, including the Existing Letters of
20
relating to a Letter of Credit hereunder.
“Letter of Credit Action” means the issuance, supplement, amendment, renewal, extension, modification or other action
Lender.
“Letter of Credit Application” means an application for a Letter of Credit Action from time to time in use by an Issuing
“Letter of Credit Cash Collateral Account” means a blocked deposit account at JPMorgan Chase in which Borrower hereby
grants a security interest to Administrative Agent, for the benefit of the Lenders and the Issuing Lenders (in each case with respect to each
such Person’s interest in the applicable Letter of Credit), as security for Letter of Credit Usage and with respect to which Borrower agrees to
execute and deliver from time to time such documentation as Administrative Agent may reasonably request to further assure and confirm
such security interest.
“Letter of Credit Commitment” means, for each Issuing Lender, the amount set forth under the heading “Letter of Credit
Commitment” opposite such Lender’s name on Schedule 2.03 as such Schedule may be modified from time to time, and as such amount may
be reduced or adjusted from time to time in accordance with the terms of this Agreement.
“Letter of Credit Expiration Date” means the date that is five Business Days prior to the Revolving Termination Date.
“Letter of Credit Sublimit” means, at any date of determination, an amount equal to the lesser of (a) the combined Revolving
Commitments minus the aggregate amount of all outstanding Loans and (b) $1,000,000,000, as such amount may be reduced from time to
time in accordance with the terms of this Agreement.
“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn face or available Dollar Amount of
outstanding Letters of Credit plus the aggregate Dollar Amount of all drawings under the Letters of Credit not reimbursed by Borrower or
converted into Revolving Loans.
“Leverage Ratio” means, at any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date minus
up to $1,000,000,000 of unrestricted cash and cash equivalents on the balance sheet of Borrower and its Restricted Subsidiaries on or as of
such date to (b) Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis; provided that, at any time after (x)
with respect to any acquisition that is a Material Acquisition in accordance with clause (ii) of the definition thereof to which the United
Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on
which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of such Material Acquisition (or the equivalent
notice under such comparable laws, rules or regulations in such other jurisdiction) is issued or (y) in connection with any acquisition that is a
Material Acquisition in accordance with clause (ii) of the definition thereof, the date a definitive agreement for such Material Acquisition
shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall
have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect
thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)),
any Acquisition Debt to the extent the proceeds of such Acquisition Debt are held in escrow or held on the balance sheet of the Borrower or
any of its Restricted Subsidiaries (or an Unrestricted Subsidiary, so long as, in the good faith determination of Borrower, such Unrestricted
Subsidiary is expected to become a Restricted Subsidiary in connection with the consummation of such Material Acquisition) shall be
excluded from the determination of the Leverage Ratio.
“LIBO Interpolated Rate” means, at any time, with respect to any Floating Rate Borrowing denominated in Dollars and for
any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the
Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from
interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which
21
the LIBO Screen Rate is available for the applicable Agreed Currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b)
the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds
the Impacted LIBO Rate Interest Period, in each case, at such time; provided that if any LIBO Interpolated Rate shall be less than zero, such
rate shall be deemed to be zero for the purposes of this Agreement.
“LIBO Rate” means, with respect to any Floating Rate Borrowing denominated in Dollars and for any Interest Period, the
LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period;
provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”)
with respect to such Agreed Currency then the LIBO Rate shall be the LIBO Interpolated Rate.
“LIBO Screen Rate” means, for any day and time, with respect to any Floating Rate Borrowing denominated in Dollars and
for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes
over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on such day
and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters
page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided
that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement.
“LIBOR” has the meaning set forth in Section 1.08.
“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other
security interest (including any conditional sale or other title retention agreement, any financing lease or Sale-Leaseback Transaction having
substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial
Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable; provided that Liens shall not
include ordinary and customary contractual set off rights.
“Loan” means any advance made by any Lender to Borrower as provided in Section 2 (collectively, the “Loans”).
“Loan Documents” means this Agreement, the Guarantee Agreement, each Note, each Letter of Credit Application, each
Request for Extension of Credit, each Compliance Certificate, each fee letter and each other instrument or agreement from time to time
delivered by any Loan Party pursuant to this Agreement.
“Loan Parties” means Borrower and each of its Subsidiaries that is a party to a Loan Document.
“Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the Floating Rate (other than the
Floating SONIA Rate), the marginal rate of interest, if any, to be added to or subtracted from the Floating Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.
“Material Acquisition” means any Acquisition (the “Subject Acquisition”) (i) made at a time when the Leverage Ratio is in
excess of 4.5 to 1.0 or (ii) that has an Annualized Acquisition Cash Flow Value (as defined below) for the period ended on the last day of the
fiscal quarter most recently ended that is greater than five percent (5%) of the Annualized EBITDA of Borrower and its Restricted
Subsidiaries, on a consolidated basis, for the same period. The “Annualized Acquisition Cash Flow Value” is an amount equal to (a) the
Annualized EBITDA of the assets comprising the Subject Acquisition less (b) the Annualized EBITDA of any assets disposed of by
Borrower or any Restricted
22
Subsidiary (other than to Borrower or any Restricted Subsidiary) in connection with the Subject Acquisition.
“Material Adverse Effect” means any set of circumstances or events which (a) has or would reasonably be expected to have a
material adverse effect upon the validity or enforceability against Borrower or any Guarantor that is a Significant Subsidiary of any Loan
Document or (b) has had or would reasonably be expected to have a material adverse effect on the ability of Borrower and Guarantors, taken
as a whole, to perform their payment obligations under any Loan Document.
equal to or greater than $500,000,000.
“Material Debt” means Indebtedness for borrowed money incurred or issued by Borrower in an aggregate principal amount
“Material Disposition” means any Disposition (the “Subject Disposition”) (i) made at a time when the Leverage Ratio is in
excess of 4.5 to 1.0 or (ii) that has an Annualized Disposition Cash Flow Value (as defined below), for the period ended on the last day of the
fiscal quarter most recently ended that is greater than five percent (5%) of the Annualized EBITDA of Borrower and its Restricted
Subsidiaries, on a consolidated basis, for the same period. The “Annualized Disposition Cash Flow Value” is an amount equal to (a) the
Annualized EBITDA of the assets comprising the Subject Disposition less (b) the Annualized EBITDA of any assets acquired by Borrower
or any Restricted Subsidiary (other than from Borrower or any Restricted Subsidiary) in connection with the Subject Disposition.
thereof set forth opposite such action:
“Minimum Amount” means, with respect to each of the following actions, the minimum amount and any multiples in excess
Type of Action
Minimum Amount
Multiples in excess thereof
Borrowing or prepayment of, or Conversion
into, Base Rate Loans
Borrowing, prepayment or Continuation of,
or Conversion into, Floating Rate Loans
Borrowing of Competitive Loans
Letter of Credit Action
Reduction in Revolving Commitments
$10,000,000
$10,000,000
and, in the case of Loans denominated in a
currency other than Dollars, as applicable:
C$10,000,000
€10,000,000
£10,000,000
¥1,000,000,000
$10,000,000
$5,000
$25,000,000
$5,000,000
and, in the case of Loans denominated in a
currency other than Dollars, as applicable:
C$5,000,000
€5,000,000
£5,000,000
$1,000,000
$1,000,000
and, in the case of Loans denominated in a
currency other than Dollars, as applicable:
C$1,000,000
€1,000,000
£1,000,000
¥100,000,000
$1,000,000
None
$5,000,000
Assignments
¥500,000,000 None
the functions of a securities rating agency, such other nationally
“Moody’s” means Moody’s Investors Service, Inc., or its successor, or if it is dissolved or liquidated or no longer performs
23
recognized securities rating agency agreed upon by Borrower and Administrative Agent and approved by Required Lenders.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA.
“New Extending Lender” has the meaning set forth in Section 2.01(e).
“New Lender” has the meaning set forth in Section 2.01(c).
“New Lender Supplement” has the meaning set forth in Section 2.01(c).
“Non-Excluded Taxes” has the meaning set forth in Section 3.01(a).
“Notes” means the collective reference to any promissory note evidencing Loans.
“Notice Date” has the meaning set forth in Section 2.01(e).
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided
that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds
transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing
selected by it.
“Obligations” means all advances to, and debts, liabilities, and payment obligations of, Borrower arising under any Loan
Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing
or hereafter arising and including interest that accrues after the commencement of any proceeding under any Debtor Relief Laws by or
against Borrower.
Canadian Dollars in which each Lender has agreed to make Loans.
“Other Agreed Currency” means (i) Canadian Dollars and (ii) any currency other than Dollars, Euros, Yen, Sterling, or
“Other Taxes” has the meaning set forth in Section 3.01(b).
“Outstanding Revolving Obligations” means, as of any date, and giving effect to making any Extension of Credit requested
on such date and all payments, repayments and prepayments made on such date, (a) when reference is made to all Lenders, the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans and (ii) all Letter of Credit Usage, and (b) when reference is made to one
Lender, the sum of (i) the aggregate outstanding principal amount of all Revolving Loans made by such Lender and (ii) such Lender’s ratable
participation in all Letter of Credit Usage.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight
Adjusted LIBO Rate borrowingseurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions,
as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Payment” has the meaning assigned to it in Section 9.06(c).
24
“Payment Notice” has the meaning assigned to it in Section 9.06(c).
“Participant Register” has the meaning set forth in Section 10.04(d).
“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto established under ERISA.
stock company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.
“Person” means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint
time to time.
“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from
“Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which
Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in
Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.
“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall
Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the
Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or
quoted as being effective.
be amended from time to time.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may
U.S.C. 5390(c)(8)(D).
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12
“QFC Credit Support” has the meaning set forth in Section 10.27.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOthe Term
SOFR Rate, 11:00 a.m. (London5:00 a.m. (Chicago time) on the day that is two London banking daysU.S. Government Securities Business
Days preceding the date of such setting, (2) if such Benchmark is SONIA Rate, 11:00 a.m. (London time) on the day that is four London
banking days preceding the date of such setting, (3) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days
preceding the date of such setting, (4) if such Benchmark is TIBOR Rate, 11:00 a.m. Japan time two Business Days preceding the date of
such setting, and (5) if such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting and (6) if such Benchmark is
none of the LIBOTerm SOFR Rate, SONIA Rate, the EURIBOR Rate or the TIBOR Rate, the time determined by the Administrative Agent
in its reasonable discretion.
year ended December 31, 2020 (filed on Form 10-K on February 4, 2021).
“Reference Statements” means the audited consolidated financial statements of Borrower and its Subsidiaries for the fiscal
“Refund Repayment Requirement” has the meaning set forth in Section 3.01(e).
25
“Register” has the meaning set forth in Section 2.07(b).
“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in
Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in
Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto,
(iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee
officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark
Replacement in respect of Loans denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of
Japan or, in each case, any successor thereto, and (v) with respect to a Benchmark Replacement in respect of Loans denominated in any
Other Agreed Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or
other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark
Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such
Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such
Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or
(4) the Financial Stability Board or any part thereof.
“Relevant Rate” means (i) with respect to any Floating Rate Borrowing denominated in Dollars, the LIBOAdjusted Term
SOFR Rate, (ii) with respect to any Floating Rate Borrowing denominated in Sterling, the SONIA Rate, (iii) with respect to any Floating
Rate Borrowing denominated in Euros, the EURIBOR Rate, (iv) with respect to any Floating Rate Borrowing denominated in Yen, the
TIBOR Rate, as applicable or (v) with respect to any Borrowing denominated in Canadian Dollars, the CDOR Screen Rate, as applicable.
“Relevant Screen Rate” means (i) with respect to any Floating Rate Borrowing denominated in Dollars, the LIBO
ScreenTerm SOFR Reference Rate, (ii) with respect to any Floating Rate Borrowing denominated in Euros, the EURIBOR Screen Rate, (iii)
with respect to any Floating Rate Borrowing denominated in Yen, the TIBOR Screen Rate, as applicable or (iv) with respect to any
Borrowing denominated in Canadian Dollars, CDOR Screen Rate, as applicable.
“Request for Extension of Credit” means, unless otherwise specified herein, (a) with respect to a Borrowing, Conversion or
Continuation of Loans (other than Competitive Loans), a written request substantially in the form of Exhibit B, (b) with respect to a Letter of
Credit Action, a Letter of Credit Application, duly completed and signed by a Responsible Officer of Borrower and delivered by Requisite
Notice and (c) with respect to a Borrowing of Competitive Loans, a Competitive Bid Request, duly completed and signed by a Responsible
Officer of Borrower and delivered by Requisite Notice.
“Required Lenders” means, as of any date of determination, Lenders (excluding any Lender that is a Defaulting Lender, until
all matters that caused such Lender to be a Defaulting Lender have been remedied) holding more than 50% of: (a) the combined Revolving
Commitments (excluding the Revolving Commitment of any Lender that is a Defaulting Lender, until all matters that caused such Lender to
be a Defaulting Lender have been remedied) then in effect and (b) if the Revolving Commitments have then been terminated and there are
Outstanding Revolving Obligations, the Outstanding Revolving Obligations.
“Requisite Notice” means a notice delivered in accordance with Section 10.02.
action:
“Requisite Time” means, with respect to any of the actions listed below, the time and date set forth below opposite such
26
Type of Action
Delivery of Request for Extension of Credit
for, or notice for, or determination of any
Screen Rate related to:
Borrowing or prepayment of Base Rate Loans 11:00 a.m.
Applicable Time
11:00 a.m.
10:00 a.m.
11:00 a.m.
10:00 a.m.
11:00 a.m.
10:00 a.m.
11:00 a.m.
11:00 a.m.
1:00 p.m.
Conversion into Base Rate Loans
Borrowing, prepayment or Continuation of,
or Conversion into, Floating Rate Loans
(other than Competitive Loans) denominated
in Canadian Dollars, and CDOR
Borrowing, prepayment or Continuation of,
or Conversion into, Floating Rate Loans
(other than Competitive Loans) denominated
in Dollars
Borrowing, prepayment or Continuation of,
or Conversion into, Floating Rate Loans
(other than Competitive Loans) denominated
in Euros, and EURIBOR
Borrowing, prepayment of, or Conversion
into, Floating Rate Loans (other than
Competitive Loans) denominated in Sterling
Borrowing, prepayment or Continuation of,
or Conversion into, Floating Rate Loans
(other than Competitive Loans) denominated
in Yen
Letter of Credit Action
Voluntary reduction in or termination of
Revolving Commitments
Payments by Lenders or Borrower to
Administrative Agent (other than Payments
by Lenders to Administrative Agent of Base
Rate Loans)
Payments by Lenders to Administrative
Agent of Base Rate Loans
Borrowing of Fixed Rate Loans
Date of Action
Same Business Day as such Loans Borrowing
or prepayment
Same Business Day as such Conversion
3 Business Days prior to such prepayment,
Borrowing, Continuation or Conversion
3 U.S. Government Securities Business Days
prior to such prepayment, Borrowing,
Continuation or Conversion
3 Business Days prior to such prepayment,
Borrowing, Continuation or Conversion
5 Business Days prior to such prepayment,
Borrowing or Conversion
4 Business Days prior to such prepayment,
Borrowing, Continuation or Conversion
2 Business Days prior to such action (or such
lesser time as is acceptable to an Issuing
Lender)
3 Business Days prior to such reduction or
termination
On the date payment is due
2.00 p.m.
On the date payment is due
11:00 a.m.
1 Business Days prior to such Borrowing
27
Borrowing of Competitive Loans that are
Floating Rate Loans (other than Floating
Rate Loans denominated in Dollars)
Borrowing of Competitive Loans that are
Floating Rate Loans denominated in Dollars
11:00 a.m.
4 Business Days prior to such Borrowing
11:00 a.m.
4 U.S. Government Securities Business Days
prior to such Borrowing
Resolution Authority
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
“Responsible Officer” means, as to any Person, the president, any vice president, the controller, the chief financial officer,
the treasurer or any assistant treasurer of such Person. Any document or certificate hereunder that is signed by a Responsible Officer of a
particular Loan Party shall be conclusively presumed to have been authorized by all necessary corporate action on the part of such Loan Party
and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
“Restricted Group” means, collectively, Borrower and the Restricted Subsidiaries.
“Restricted Subsidiary” means each Subsidiary of Borrower that is not an Unrestricted Subsidiary.
“Revolving Commitment” means, for each Lender, the amount set forth under the heading “Revolving Commitment”
opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or New Lender Supplement pursuant to which such
Lender became a party to this Agreement, as such amount may be reduced or adjusted from time to time in accordance with the terms of this
Agreement (collectively, the “combined Revolving Commitments”). As of the Effective Date, the amount of the Revolving Commitments of
all Lenders is $11,000,000,000.
Date, the Extended Revolving Termination Date or the Second Extended Revolving Termination Date, as applicable.
“Revolving Commitment Period” means the period from and including the Effective Date to the Revolving Termination
“Revolving Facility” means the Revolving Commitments and the Extensions of Credit made thereunder.
“Revolving Loans” has the meaning set forth in Section 2.01.
“Revolving Percentage” means, as to any Lender at any time, the percentage which such Lender’s Revolving Commitment
then constitutes of the combined Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated,
the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate
principal amount of the Revolving Loans then outstanding.
“Revolving Termination Date” means (a) the fifth anniversary of the Effective Date; provided that with respect to the
Revolving Commitments, if any, that are extended pursuant to Section 2.01(e), the Revolving Termination Date shall mean the Extended
Revolving Termination Date or the Second Extended Revolving Termination Date, as applicable, or (b) such earlier date upon which the
combined Revolving Commitments may be terminated in accordance with the terms of this Agreement.
“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.
28
“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.
“S&P” means Standard & Poor’s Ratings Services, a division of S&P Global, Inc., or its successor, or if it is dissolved or
liquidated or no longer performs the functions of a securities rating agency, such other nationally recognized securities rating agency agreed
upon by Borrower and Administrative Agent and approved by Required Lenders.
“Sale-Leaseback Transaction” means any arrangement whereby Borrower or any Restricted Subsidiary shall sell or transfer
any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease property
that it intends to use for substantially the same purpose or purposes as the property sold or transferred.
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to
time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the
Treasury (“OFAC”) or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s
Treasury of the United Kingdom.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions
(at the time of this Agreement, Crimeathe so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea
Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea and
Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations
Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (b) any Person located, organized or resident in a
Sanctioned Country (except any U.S. Person with a location in a Sanctioned Country pursuant to an OFAC license) or (c) any Person owned
fifty percent or more or Controlled by any Person or Persons described in clause (a) or (b).
“Second Extended Revolving Termination Date” has the meaning set forth in Section 2.01(e).
“Significant Subsidiary” means (i) for so long as each shall remain a Guarantor hereunder, Comcast Cable Communications,
LLC and NBCUniversal Media, LLC and (ii) any other Restricted Subsidiary whose Annualized EBITDA was greater than 5% of the
Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for the period of two fiscal quarters ended on the
last day of the fiscal quarter most recently ended, or whose assets comprised more than 5% of the total assets of Borrower and its Restricted
Subsidiaries, on a consolidated basis, as of the last day of the fiscal quarter most recently ended.
“Sky” means Sky Ltd, incorporated in England and Wales with registered number 02247735.
“Sky Acquisition” means the acquisition by Borrower or one of its Subsidiaries of a majority of the share capital of Sky.
“Sky Closing Date” means October 9, 2018.
“Sky Group” means Sky and its Subsidiaries.
Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such
29
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
Average).
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index
any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or
“SONIA Interest Day” has the meaning assigned to it in the definition of “Daily Simple SONIA”.
such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website.
“SONIA Rate” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by any central bank, monetary authority, the Federal Reserve Board
to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
“Eurocurrency liabilities” in Regulation D), the European Central Bank or other Governmental Authority for any category of deposits or
liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such
reserve percentage shall include those imposed pursuant to Regulation D. Adjusted LIBOFloating Rate Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may
be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.
“Sterling” and “£” means lawful money of the United Kingdom.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of
which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing
body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.
“Supported QFC” has the meaning assigned to it in Section 10.27.
“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or
similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing
30
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.
“Syndication Agent” means Citibank, N.A.
utilizes a single shared platform and which was launched on November 19, 2007.
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which
system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment
rate based on ESTR that has been selected or recommended by the Relevant Governmental Body.
“Term ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
a Term ESTR Transition Event.
“Term ESTR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of
“Term ESTR Transition Event” means the determination by the Administrative Agent that (a) Term ESTR has been
recommended for use by the Relevant Governmental Body, (b) the administration of Term ESTR is administratively feasible for the
Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a
Benchmark Replacement in accordance with Section 3.03 that is not Term ESTR.
rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the
occurrence of a Term SOFR Transition Event. Determination Day” has the meaning assigned to it under the definition of Term SOFR
Reference Rate.
“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been
recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the
Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting
in a Benchmark Replacement in accordance with Section 3.03 that is not Term SOFR.Rate” means, with respect to any Floating Rate
Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at
approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor
comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with
respect to any Floating Rate Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate
per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate
based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the
applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the
Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR
Reference Rate for such Term SOFR Determination Day will be the Term SOFR
31
Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR
Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five
(5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.
term rate based on TONA that has been selected or recommended by the Relevant Governmental Body.
“Term TONA” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking
of a Term TONA Transition Event.
“Term TONA Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence
“Term TONA Transition Event” means the determination by the Administrative Agent that (a) Term TONA has been
recommended for use by the Relevant Governmental Body, (b) the administration of Term TONA is administratively feasible for the
Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a
Benchmark Replacement in accordance with Section 3.03 that is not Term TONA.
“TIBOR Interpolated Rate” means, at any time, with respect to any Floating Rate Borrowing denominated in Yen and for any
Interest Period, the rate per annum (rounded to the same number of decimal places as the TIBOR Screen Rate) determined by the
Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from
interpolating on a linear basis between: (a) the TIBOR Screen Rate for the longest period (for which the TIBOR Screen Rate is available for
Yen) that is shorter than the Impacted TIBOR Rate Interest Period; and (b) the TIBOR Screen Rate for the shortest period (for which the
TIBOR Screen Rate is available for Yen) that exceeds the Impacted TIBOR Rate Interest Period, in each case, at such time; provided that, if
any TIBOR Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“TIBOR Rate” means, with respect to any Floating Rate Borrowing denominated in Yen and for any Interest Period, the
TIBOR Screen Rate at approximately 11:00 a.m., Japan time, two Business Days prior to the commencement of such Interest Period;
provided that, if the TIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted TIBOR Rate Interest
Period”) with respect to Yen then the TIBOR Rate shall be the TIBOR Interpolated Rate.
“TIBOR Screen Rate” means the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR
Administration (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on page
DTIBOR01 of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as selected
by the Administrative Agent from time to time in its reasonable discretion) as of 11:00 a.m. Japan time two Business Days prior to the
commencement of such Interest Period. If the TIBOR Screen Rate shall be less than zero, the TIBOR Screen Rate shall be deemed to be zero
for purposes of this Agreement.
“Threshold Amount” means $750,000,000.
Business Day published by the TONA Administrator on the TONA Administrator’s Website.
“TONA” means, with respect to any Business Day, a rate per annum equal to the Tokyo Overnight Average Rate for such
“TONA Administrator” means the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate).
32
source for the Tokyo Overnight Average Rate identified as such by the TONA Administrator from time to time.
“TONA Administrator’s Website” means the Bank of Japan’s website, currently at http://www.boj.or.jp, or any successor
“Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBOTerm SOFR Rate, the Adjusted Daily Simple SONIA Rate, the
Adjusted EURIBOR Rate, the Adjusted TIBOR Rate, the CDOR Screen Rate, the Base Rate, the Canadian Prime Rate, the Adjusted Daily
Simple SOFR or, in the case of a Competitive Loan or Borrowing, the LIBOAdjusted Term SOFR Rate or a Fixed Rate.
“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended
from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the
FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
the resolution of any UK Financial Institution.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
Replacement Adjustment.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark
in accordance with Section 6.08. Until so designated, each Subsidiary of Borrower shall be a Restricted Subsidiary.
“Unrestricted Subsidiary” means any Subsidiary of Borrower designated as an “Unrestricted Subsidiary” from time to time
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which
the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in United States government securities.
“U.S. Tax Compliance Certificate” has the meaning set forth in Section 10.20(a).
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member
Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a
liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a
right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation
that are related to or ancillary to any of those powers.
“Yen” and “¥” means lawful money of Japan.
1.02
Use of Certain Terms.
made or delivered pursuant hereto or thereto, unless otherwise defined therein.
(a)
All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document
and plural include one another.
(b)
As used herein, unless the context requires otherwise, the masculine, feminine and neuter genders and the singular
33
(c)
The words “herein” and “hereunder” and words of similar import when used in any Loan Document shall refer to the
applicable Loan Document as a whole and not to any particular provision thereof. The term “including” is by way of example and not
limitation. References herein to a Section, subsection or clause shall, unless the context otherwise requires, refer to the appropriate Section,
subsection or clause in this Agreement.
permissive.
(d)
The term “or” is disjunctive; the term “and” is conjunctive. The term “shall” is mandatory; the term “may” is
1.03
Accounting Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed
in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the
application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such
change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and
amendments to the applicable terms and definitions as to make them consistent with the intent hereof, and promptly upon Borrower and
Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall
be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of
notice.
Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted
Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its
Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into
account the results or financial position of any Unrestricted Subsidiary and without taking into account any interest of Borrower or any of its
Restricted Subsidiaries in any Unrestricted Subsidiary.
Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial
Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or
effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein.
For purposes of determining compliance with any provision of this Agreement and any related definitions, the determination
of whether a lease is to be treated as an operating lease, as opposed to a capital lease or financing lease, shall be made without giving effect to
any change in accounting for leases pursuant to GAAP that became effective after December 31, 2015, including resulting from the adoption
of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”) or any successor or
similar proposal, in each case to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use)
as a capital lease or financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as
in effect on December 31, 2015. In the foregoing circumstances, such lease shall not be considered a capital lease or financing lease, and all
calculations and related deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in
accordance herewith (and, for the avoidance of doubt, operating leases (as determined after giving effect to this Section 1.03), shall not be
considered “Indebtedness” for any purpose under this Agreement).
Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by
which such ratio is expressed in this
1.04
34
Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places
by which such ratio is expressed in this Agreement.
Exhibits and Schedules. All exhibits and schedules to this Agreement, either as originally existing or as the same
may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule
shall be deemed disclosed on all Schedules.
1.05
1.06
References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to agreements
(including the Loan Documents) and other contractual instruments shall include all amendments, restatements, extensions, supplements and
other modifications thereto (unless prohibited by any Loan Document), and (b) references to any Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
1.07
Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted
Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such
Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in
respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an
Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material
Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the
Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period
attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if
negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have
made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period
shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith)
as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period;
and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any
Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that
would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test
Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated
after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For
the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of
income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower.
Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.
1.08
Interest Rates; LIBORBenchmark Notification.
The interest rate on a Loan denominated in Dollarsdollars or an Alternative Currency may be derived from an interest rate
benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need
to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may
cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may
change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may obtain short-term
borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly
announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, the spot next, 1-week, 2-month and
12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-
week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the
35
overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month
and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be
provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be
representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored;
and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to
the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic
reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA
will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability,
composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should
consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to
identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event, a Term ESTR Transition Event, a Term TONA Transition Event or an Early Opt-In Election, Section 3.03(b) and (c)
provide a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to
Section 3.03(e), of any change to the reference rate upon which the interest rate on Floating Rate Loans is based. However, theThe
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” (or “EURIBOR Rate”, or
“TIBOR Rate”, as applicable)any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or
replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to
Section 3.03(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR
Transition Event, a Term TONA Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement
Conforming Changes pursuant to Section 3.03(d)),, including without limitation, whether the composition or characteristics of any such
alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate
(or the EURIBOR Rate, or the TIBOR Rate, as applicable)existing interest rate being replaced or have the same volume or liquidity as did
the London interbank offered rate (or the euro interbank offered rate, as applicable)any existing interest rate prior to its discontinuance or
unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation
of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or
any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any
Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.
SECTION 2
THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT
2.01 Amount and Terms of Revolving Commitments.
(e)
Subject to the terms and conditions set forth in this Agreement, during the Revolving Commitment Period, each
Lender severally agrees to make, Convert and Continue revolving credit loans (“Revolving Loans”) in Dollars or any Alternative Currency in
such amounts as Borrower may from time to time request; provided, however, that (i) the Dollar Amount of the Outstanding Revolving
Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any
36
time, (ii) the Dollar Amount of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of all outstanding
Competitive Loans shall not exceed the combined Revolving Commitments at any time. The Revolving Facility is a revolving credit and,
subject to the foregoing and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow
Revolving Loans as set forth herein without premium or penalty.
(f)
At any time after the Effective Date, Borrower and any one or more Lenders (including any New Lender) may agree
that such Lender or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to
Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving
Commitment and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) at no time may the
combined Revolving Commitments exceed $14,000,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence
of an Event of Default that is continuing, including after giving effect to the incremental Revolving Commitments in question, and (iii) any
increase effected pursuant to this Section 2.01(b) shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation
to participate in any increase described in this Section 2.01(b) unless it agrees to do so in its sole discretion.
(g)
Any additional bank or financial institution (each, a “New Lender”) that, in the case of an institution that is not an
Affiliate of a then-existing Lender, with the consent of Administrative Agent and each Issuing Lender (which consent, in each case, shall not
be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.01(b)
shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank
or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and
entitled to the benefits of this Agreement.
(h)
On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, each
Lender (including any New Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, the proceeds of
which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans
outstanding are allocated among the Lenders on a pro rata basis based on the respective Revolving Percentages of the Lenders after giving
effect to the increase of Revolving Commitments pursuant to Section 2.01(b) on such Increased Revolving Commitment Closing Date.
(i)
Borrower shall repay (i) all outstanding Revolving Loans made to it and all amounts funded by the Lenders as cash
collateral pursuant to Section 2.03(d) on the Revolving Termination Date, the Extended Revolving Termination Date or the Second Extended
Revolving Termination Date, as applicable, and (ii) the then unpaid principal amount of each Competitive Loan made to it on the last day of
the Interest Period applicable to such Loan. Borrower may request that the Revolving Commitments and Letter of Credit Commitments be
extended for additional one-year periods by providing written notice to Administrative Agent (“Notice Date”) not more than two times prior
to the Revolving Termination Date or the Extended Revolving Termination Date, as applicable. If a Lender or a New Lender agrees, in its
individual and sole discretion, to extend its Revolving Commitments and/or Letter of Credit Commitments (such Lender or New Lender, an
“Extending Lender” or “New Extending Lender”, as the case may be), it will notify Administrative Agent in writing of its decision to do so
and the maximum amount of Revolving Commitments and, if applicable, Letter of Credit Commitments it agrees to so extend no later than
30 days after the applicable Notice Date, which notice shall be irrevocable. Administrative Agent will notify Borrower, in writing, of the
Lenders’ decisions no later than 35 days after the applicable Notice Date (“Extension Effectiveness Date”). As of the Extension Effectiveness
Date, the Extending Lenders’ and the New Extending Lenders’ Revolving Commitments and Letter of Credit Commitments will be extended
for an additional year from the Revolving Termination Date (the “Extended Revolving Termination Date”) or the Extended Revolving
Termination Date (the “Second Extended Revolving Termination Date”), as applicable; provided that (i) more than 50% of the aggregate
Revolving Commitments outstanding on the applicable Extension Effectiveness Date are extended or otherwise committed to by Extending
Lenders and any New Extending Lenders (ii)
37
no Default or Event of Default shall have occurred and be continuing on the applicable Extension Effectiveness Date after giving effect to the
requested extension and (iii) the remaining tenor of Revolving Commitments of any Extending Lender and any New Extending Lender shall
not exceed five years from the applicable Extension Effectiveness Date after giving effect to the requested extension. No Lender shall be
required to consent to any such extension request, and any Lender that declines or does not respond in writing to Borrower’s request for
commitment renewal (a “Declining Lender”) will have its Revolving Commitments and Letter of Credit Commitment terminated on the then-
existing Revolving Termination Date or Extended Revolving Termination Date, as applicable (without regard to any renewals by other
Lenders). Borrower will have the right to remove or replace any Declining Lenders in accordance with Section 10.21.
2.02 Procedure for Revolving Loan Borrowings.
(j)
Borrower may irrevocably request a Borrowing of Revolving Loans on any Business Day in a Minimum Amount
therefor by delivering a Request for Extension of Credit therefor by Requisite Notice to Administrative Agent not later than the Requisite
Time therefor. All Borrowings denominated in Dollars shall constitute Base Rate Loans unless properly and timely otherwise designated as
set forth in the prior sentence. All Borrowings denominated in any Alternative Currency shall constitute Floating Rate Loans. Each
Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04.
(k)
Following receipt of a Request for Extension of Credit, Administrative Agent shall promptly notify each Lender by
Requisite Notice of its Revolving Percentage thereof. Each Lender (subject to clause (d) below) shall make the funds for its Revolving Loan
available to Administrative Agent in the requested currency at Administrative Agent’s Office not later than the Requisite Time therefor on the
Business Day specified in such Request for Extension of Credit. Upon satisfaction of the applicable conditions set forth in Section 4.02, all
funds so received shall be made available to Borrower in like funds received.
(l)
The failure of any Lender to make any Revolving Loan on any date shall not relieve any other Lender of any
obligation to make a Revolving Loan on such date, but the Revolving Commitments and Competitive Bids of the Lenders are several and no
Lender shall be responsible for the failure of any other Lender to so make its Revolving Loan. Borrower shall have the right to replace any
Lender which fails to make a Revolving Loan when obligated to do so in accordance with Section 10.21.
(m)
Each Lender may, at its option, make any Loan available to Borrower by causing any foreign or domestic branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay
such Loan in accordance with the terms of this Agreement; provided that, for the avoidance of doubt, Borrower shall not be required to pay a
greater amount under the increased costs provisions (including yield protection and taxes) of Section 3 hereof than it would have paid in the
absence of the exercise of such option.
2.03 Letters of Credit.
(n)
Subject to the terms and conditions set forth in this Agreement, during the period from and including the Effective
Date to, but not including the Letter of Credit Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in
Dollars or any Alternative Currency as Borrower may from time to time request; provided, however, that (i) the Outstanding Revolving
Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Outstanding Revolving Obligations
of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall not exceed the combined Revolving
Commitments at any time, (iii) the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit at any time and (iv) the Letter of
Credit Usage in respect of Letters of Credit issued by each Issuing Lender shall not exceed the Letter of Credit Commitment of such Issuing
Lender at any time. All Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the
account of Borrower, and the participations therein created pursuant to the Existing Comcast Credit Agreement shall be superseded by
38
participations created by Section 2.03(b) hereof. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and
Administrative Agent, and except for any Existing Letter of Credit which expires more than 12 months after the date of its issuance or last
renewal, no Letter of Credit may expire more than 12 months after the date of its issuance or last renewal; provided, however, that (x) subject
to clause (y), no Letter of Credit shall expire after the Business Day which is at least five days prior to the Revolving Termination Date (as it
may be extended) and (y) a Letter of Credit may expire up to the date that is one year after the Revolving Termination Date (as it may be
extended) with the consent of the Issuing Lender in respect thereof (which consent shall not be unreasonably withheld) so long as Borrower
shall, at least 15 days prior to the Revolving Termination Date (as it may be extended) (or for any Letters of Credit issued after such date, the
date of issuance) deposit cash in the Dollar Amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral
Account. In the event that any Lender’s Commitment terminates prior to an extended Revolving Termination Date as contemplated by
Section 2.01(e), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of
their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is
terminated shall terminate; provided that Borrower shall, if and to the extent necessary to permit such redetermination of participations in
Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding
Revolving Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their
having done so. If any Letter of Credit Usage remains or is expected to remain outstanding on the Revolving Termination Date (as it may be
extended), Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended), deposit cash in an amount equal
to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account.
(o)
Borrower may irrevocably request a Letter of Credit Action in a Minimum Amount therefor (or, if such Letter of
Credit Action is in respect of a Letter of Credit denominated in an Alternative Currency, a Dollar Amount which is in a Minimum Amount
therefor) by delivering a Letter of Credit Application therefor to the applicable Issuing Lender, with a copy to Administrative Agent, not later
than the Requisite Time therefor. Each Letter of Credit Action shall be in a form acceptable to the applicable Issuing Lender in its sole
discretion. Each such request for a Letter of Credit Action shall, if Sections 4.02(a) and (b) are applicable to such Letter of Credit Action,
constitute a representation and warranty by Borrower that the conditions set forth in Sections 4.02(a) and (b) are satisfied. Unless
Administrative Agent notifies the applicable Issuing Lender that such Letter of Credit Action is not permitted hereunder, or the applicable
Issuing Lender notifies Administrative Agent that it has determined that such Letter of Credit Action is contrary to any Laws or policies of
such Issuing Lender, the applicable Issuing Lender shall effect such Letter of Credit Action. This Agreement shall control in the event of any
conflict with any Letter of Credit Application. Upon the issuance of a Letter of Credit (or, with respect to the Existing Letters of Credit, on
the Effective Date), each applicable Issuing Lender shall be deemed to have sold and transferred to each Lender, and each Lender shall be
deemed to have purchased from each applicable Issuing Lender, a participation therein in an amount equal to such Lender’s Revolving
Percentage times the Dollar Amount of such Letter of Credit. Each applicable Issuing Lender represents and warrants to each Lender that it
has all necessary power and authority to sell and transfer such participation to each Lender, without breach of any Contractual Obligation to
any other Person, and that such participation is free and clear of any adverse claim. Notwithstanding anything herein to the contrary, Morgan
Stanley Bank, N.A. as an Issuing Lender, shall only be obligated to issue standby Letters of Credit, and shall only be obligated to do so upon
at least 3 Business Days’ prior written notice (or such shorter period of time as Morgan Stanley Bank, N.A. shall approve in its sole
discretion).
(p)
Borrower shall reimburse each Issuing Lender through Administrative Agent for any payment that such Issuing
Lender makes under a Letter of Credit within one Business Day following demand by Administrative Agent or such Issuing Lender in
Dollars or in the applicable Alternative Currency in which such payment was made; provided, however, that if the conditions precedent set
forth in Section 4.02 can be satisfied (except for the giving of a Request for Extension of Credit), Borrower may request a Borrowing of Base
Rate Loans in the Dollar Amount necessary to reimburse such Issuing Lender for such payment pursuant to Section 2.02 (without regard to
the Minimum Amount requirements thereof). If Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative
39
Currency would subject Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty, ad valorem charge or similar
tax that would not be payable if such reimbursement were made or required to be made in Dollars, Borrower shall pay the amount of any
such tax requested by Administrative Agent, the relevant Issuing Lender or Lender. If Borrower fails to make such payment when due, then if
such payment relates to a Letter of Credit denominated in an Alternative Currency, automatically and with no further action required,
Borrower’s obligation to reimburse the applicable payment by the applicable Issuing Lender shall be permanently converted into an
obligation to reimburse the Dollar Amount of such payment.
(q)
Upon any drawing under a Letter of Credit, the applicable Issuing Lender shall notify Administrative Agent and
Borrower. If Borrower fails to timely make the payment required pursuant to subsection (c) above or to provide cash collateral as required in
subsection (a) above, such Issuing Lender shall notify Administrative Agent of such fact and the Dollar Amount of such unreimbursed
payment or required cash collateral, as applicable. Administrative Agent shall promptly notify each Lender of its Revolving Percentage of
such Dollar Amount by Requisite Notice. Each Lender shall make funds in an amount equal to its Revolving Percentage of such Dollar
Amount available to Administrative Agent at Administrative Agent’s Office not later than the Requisite Time therefor on the Business Day
specified by Administrative Agent. Administrative Agent shall remit the funds so received to such Issuing Lender in the case of
reimbursement of a Letter of Credit drawing or to Administrative Agent for deposit in a Letter of Credit Cash Collateral Account, as
applicable. The obligation of each Lender to so reimburse such Issuing Lender and fund such Letter of Credit Cash Collateral Account shall
be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default or any other occurrence or event;
provided that such Issuing Lender shall not have a right to be so reimbursed in respect of a Letter of Credit if such Issuing Lender issued such
Letter of Credit after being notified by Administrative Agent that such issuance was not permitted hereunder. Any such reimbursement shall
not relieve or otherwise impair the obligation of Borrower to reimburse each Issuing Lender for the amount of any payment made by such
Issuing Lender under any Letter of Credit, together with interest as provided herein, or to provide cash collateral.
(r)
If the conditions precedent set forth in Section 4.02 can be satisfied (except for the giving of a Request for Extension
of Credit) on any date Borrower is obligated to, but fails to, reimburse an Issuing Lender for a drawing under a Letter of Credit or to provide
cash collateral as required in subsection (a) above, the funding by Lenders pursuant to subsection (d) above shall be deemed to be a
Borrowing of Base Rate Loans (without regard to the Minimum Amount therefor). If the conditions precedent set forth in Section 4.02
(except for the giving of a Request for Extension of Credit) cannot be satisfied on the date Borrower is obligated to, but fails to, reimburse an
Issuing Lender for a drawing under a Letter of Credit or to provide cash collateral in respect of a Letter of Credit, the funding by Lenders
pursuant to the previous subsection shall be deemed to be a funding by each Lender of its participation in such Letter of Credit, and each
Lender making such funding shall thereupon acquire a pro rata participation, to the extent of its payment, in the claim of such Issuing Lender
against Borrower in respect of such payment or obligation to provide cash collateral and shall share, in accordance with that pro rata
participation, in any payment made by Borrower with respect to such claim. Any amounts made available by a Lender under its participation
shall be payable by Borrower upon demand of Administrative Agent (or, if earlier, on the Revolving Termination Date, the Extended
Revolving Termination Date or the Second Extended Revolving Termination Date, as applicable), and shall bear interest at a rate per annum
equal to the Default Rate.
(s)
Borrower may request Letters of Credit that have automatic extension or renewal provisions (“evergreen” Letters of
Credit), so long as the applicable Issuing Lender consents thereto and has the right not to permit any such extension or renewal at least
annually within a notice period to be agreed upon at the time each such Letter of Credit is issued. Once an evergreen Letter of Credit
(including any Existing Letter of Credit) is issued, unless Administrative Agent has notified the applicable Issuing Lender that Required
Lenders have elected not to permit such extension or renewal, Borrower, Administrative Agent and Lenders shall be deemed to have
authorized (but may not require) such Issuing Lender to permit the renewal of such evergreen Letter of Credit at any time to a date not later
than five Business Days prior to the Revolving Termination Date (as it may be extended) or such later
40
date as may be permitted pursuant to clause (y) of the second proviso of Section 2.03(a). Such Issuing Lender may elect not to permit an
evergreen Letter of Credit to be extended or renewed at any time. If such Issuing Lender so elects, it will promptly give Administrative Agent
notice of such election. Administrative Agent will promptly notify Lenders of the non-extension or non-renewal of any evergreen Letter of
Credit.
The obligation of Borrower to pay to each Issuing Lender the amount of any payment made by such Issuing Lender
under any Letter of Credit shall be absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower’s obligations shall not
be affected by any of the following circumstances:
(t)
(i)
Any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or
instrument relating thereto;
(ii)
Any amendment or waiver of or any consent to departure from such Letter of Credit, this Agreement or any
other agreement or instrument relating hereto or thereto;
(iii)
The existence of any claim, setoff, defense or other rights which Borrower may have at any time against such
Issuing Lender, Administrative Agent or any Lender, any beneficiary of such Letter of Credit (or any persons or entities for
whom any such beneficiary may be acting) or any other Person, whether in connection with such Letter of Credit, this
Agreement or any other agreement or instrument relating thereto, or any unrelated transactions;
(iv) Any demand, statement or any other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect
whatsoever so long as any such document appeared to comply with the terms of such Letter of Credit;
(v)
Any payment by such Issuing Lender in good faith under such Letter of Credit against presentation of a draft
or any accompanying document which does not strictly comply with the terms of such Letter of Credit, or any payment made
by such Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-
possession, assignee for the benefit of creditors, liquidation, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any
Debtor Relief Laws;
(vi) Any error in the transmission of any message relating to such Letter of Credit not caused by such Issuing
Lender, or any delay or interruption in any such message;
(vii) Any error, neglect or default of any correspondent of such Issuing Lender in connection with such Letter of
Credit;
(viii) Any consequence arising from acts of God, wars, insurrections, civil unrest, disturbances, labor disputes,
emergency conditions or other causes beyond the control of such Issuing Lender;
(ix)
So long as such Issuing Lender in good faith determines that the document appears to comply with the terms
of such Letter of Credit, the form, accuracy, genuineness or legal effect of any contract or document referred to in any
document submitted to such Issuing Lender in connection with such Letter of Credit; and
41
(x)
Any other circumstances whatsoever where such Issuing Lender has acted in good faith.
In addition, Borrower will promptly examine a copy of each Letter of Credit and amendments thereto delivered to it and, in
the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the applicable
Issuing Lender in writing. Borrower shall be conclusively deemed to have waived any such claim against such Issuing Lender and its
correspondents unless such notice is given as aforesaid.
(u)
Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Lender shall have
any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such
document. No Issuing Lender, Administrative Agent-Related Person or any of the respective correspondents, participants or assignees of any
Issuing Lender shall be liable to any Lender for any action taken or omitted in connection herewith at the request or with the approval of
Lenders or Required Lenders, as applicable, any action taken or omitted in the absence of gross negligence or willful misconduct or the due
execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit. Borrower hereby assumes
all risks of the acts or omissions of any beneficiary or transferee relative to any Issuing Lender, any Lender or any Administrative Agent-
Related Person with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not,
preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. No Issuing Lender, Administrative Agent-Related Person or any of the respective correspondents, participants or assignees of any
Issuing Lender shall be liable or responsible for any of the matters described in subsection (g) above in the absence of such Person’s gross
negligence or willful misconduct. In furtherance and not in limitation of the foregoing, any Issuing Lender may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such
Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.
(v)
Unless otherwise expressly agreed by the applicable Issuing Lender and Borrower when a Letter of Credit is issued
and subject to applicable Laws, performance under Letters of Credit by each Issuing Lender, its correspondents, and beneficiaries will be
governed by, as applicable, the rules of the International Standby Practices 1998, or such later revision as may be published by the Institute of
International Banking Law & Practice, or the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
Publication No. 600, as the same may be revised from time to time.
(w)
Borrower shall pay to Administrative Agent on each Applicable Payment Date in arrears, for the account of each
Lender in accordance with its Revolving Percentage, a Letter of Credit fee in Dollars at a rate equal to the Applicable Amount times the
actual daily maximum Dollar Amount available to be drawn under each Letter of Credit requested by Borrower since the later of the
Effective Date and the previous Applicable Payment Date. Borrower shall pay directly to each Issuing Lender of an Existing Letter of Credit
any fees and expenses payable in respect of such Existing Letter of Credit for any period prior to the Effective Date. If there is any change in
the Applicable Amount during any quarter, the actual daily Dollar Amount shall be computed and multiplied by the Applicable Amount
separately for each period during such quarter that such Applicable Amount was in effect.
(x)
Borrower shall pay directly to each Issuing Lender, for its sole account, a fronting fee for each Letter of Credit
requested by Borrower in such amount and at such times as may be set forth in a separate letter agreement between Borrower and such
Issuing Lender. In addition, Borrower shall pay directly to each Issuing Lender, upon demand, for its sole account, its customary
documentary and processing charges in accordance with its standard schedule, as from time to time in effect, for any
42
Letter of Credit Action or other occurrence relating to a Letter of Credit requested by Borrower for which such charges are customarily made.
Such fees and charges are nonrefundable.
(y)
Each Issuing Lender shall deliver to Administrative Agent, not later than the 20th day after each calendar quarter
ending after the Effective Date, a written report, in form reasonably satisfactory to Administrative Agent, setting forth the Letters of Credit
issued by such Issuing Lender and outstanding as of the last day of such calendar quarter, any Letter of Credit Actions effected during such
calendar quarter, and any draws made under such Letters of Credit during such calendar quarter.
(z)
Each Issuing Lender may, at its option, issue any Letter of Credit and make any funds available in connection with
any Letter of Credit by causing any foreign or domestic branch or Affiliate of such Issuing Lender to take such action; provided that any
exercise of such option shall not affect any obligation of Borrower; provided that, for the avoidance of doubt, Borrower shall not be required
to pay a greater amount under the increased costs provisions (including yield protection and taxes) of Section 3 hereof than it would have
paid in the absence of the exercise of such option.
2.04 Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, during the period from and
including the Effective Date to, but not including, the Revolving Termination Date (as it may be extended), Borrower may request
Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that
Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of outstanding Competitive Loans at any time shall
not exceed the combined Revolving Commitments. To request Competitive Bids, Borrower shall notify Administrative Agent of such request
by telephone not later than the Requisite Time therefor; provided that Borrower may submit up to (but not more than) two Competitive Bid
Requests on the same day, but no Competitive Bid Request or Requests shall be made within five Business Days after the date of any
previous Competitive Bid Request or Requests, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to Administrative Agent of a written Competitive Bid Request in a form approved by Administrative Agent and signed
by Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:
(i)
the aggregate amount of the requested Borrowing (which shall be at least the Minimum Amount therefor);
(ii)
the date of such Borrowing, which shall be a Business Day;
(iii) whether such Borrowing is to be a Borrowing of Floating Rate Loans (other than Floating SONIA Rate
Loans) or, of Fixed Rate Loans (it being understood and agreed that each Borrowing of Competitive Loans shall be
comprised entirely of Floating Rate Loans (other than Floating SONIA Rate Loans) or Fixed Rate Loans) or of RFR Loans
(if applicable pursuant to Section 3.03(a) or Section 3.03(g)); and
(iv)
the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition
of the term “Interest Period”.
Promptly following receipt of a Competitive Bid Request in accordance with this Section, Administrative Agent shall notify the Lenders of
the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.
(aa)
Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to Borrower in response
to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by Administrative Agent and must be received
by Administrative Agent by telecopy, in the case of a Competitive Borrowing of Floating Rate Loans (other than Floating Rate Loans
denominated in Dollars), not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive
Borrowing, in the case of a Competitive Borrowing of
43
Floating Rate Loans denominated in Dollars, not later than 9:30 a.m., New York City time, three U.S. Government Securities Business Days
before the proposed date of such Competitive Borrowing, in the case of a Competitive Borrowing of RFR Loans (if applicable pursuant to
Section 3.03(a) or Section 3.03(g)), not later than 9:30 a.m., New York City time, three U.S. Government Securities Business Days before the
proposed date of such Competitive Borrowing and in the case of a Borrowing of Fixed Rate Loans, not later than 9:30 a.m., New York City
time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by
Administrative Agent may be rejected by Administrative Agent, and Administrative Agent shall notify the applicable Lender as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $10,000,000 and an integral multiple
of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower) of the Competitive
Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.
amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.
(ab)
Administrative Agent shall promptly notify Borrower by telecopy of the Competitive Bid Rate and the principal
(ac)
Subject only to the provisions of this paragraph, Borrower may accept or reject any Competitive Bid. Borrower shall
notify Administrative Agent by telephone, confirmed by telecopy in a form approved by Administrative Agent, whether and to what extent it
has decided to accept or reject each Competitive Bid, in the case of a Competitive Borrowing of Floating Rate Loans (other than Floating
Rate Loans denominated in Dollars), not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed
Competitive Borrowing, in the case of a Competitive Borrowing of Floating Rate Loans denominated in Dollars, not later than 10:30 a.m.,
New York City time, three U.S. Government Securities Business Days before the date of the proposed Competitive Borrowing, in the case of
a Competitive Borrowing of RFR Loans (if applicable pursuant to Section 3.03(a) or Section 3.03(g)), not later than 10:30 a.m., New York
City time, three U.S. Government Securities Business Days before the proposed date of such Competitive Borrowing and in the case of a
Borrowing of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing;
provided that (i) the failure of Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) Borrower shall not
accept a Competitive Bid made at a particular Competitive Bid Rate if Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate with respect to the same Competitive Bid Request, (iii) the aggregate amount of the Competitive Bids accepted by Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which
acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless
such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a
Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be
for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of
$1,000,000 in a manner determined by Borrower. A notice given by Borrower pursuant to this paragraph shall be irrevocable.
Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has
been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound,
subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.
(ad)
44
If Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit
their Competitive Bids to Administrative Agent pursuant to paragraph (b) of this Section.
(ae)
2.05 Reduction or Termination of Revolving Commitments. Upon Requisite Notice to Administrative Agent not later than
the Requisite Time therefor, Borrower may at any time and from time to time, without premium or penalty, permanently and irrevocably
reduce the Revolving Commitments, in a Minimum Amount therefor to an amount not less than the sum of the Outstanding Revolving
Obligations at such time plus the aggregate principal amount of outstanding Competitive Loans at any time, or terminate the Revolving
Commitments. Any such reduction or termination shall be accompanied by payment of all accrued and unpaid commitment fees with respect
to the portion of the Revolving Commitments being reduced or terminated. Administrative Agent shall promptly notify Lenders of any such
request for reduction or termination of the Revolving Commitments. Each Lender’s Revolving Commitment shall be reduced pro rata by the
amount of such reduction.
2.06 Prepayments.
(af)
Upon Requisite Notice to Administrative Agent not later than the Requisite Time therefor, Borrower may at any time
and from time to time voluntarily prepay Loans made to it in part in the Minimum Amount therefor or in full without premium or penalty;
provided that Borrower may not prepay any Competitive Loan without the prior written consent of the Lender thereof. Administrative Agent
will promptly notify each relevant Lender thereof and of such Lender’s percentage of such prepayment. Any prepayment of a Floating Rate
Loan shall be accompanied by all accrued interest thereon, together with (other than in the case of Floating SONIA Rate Loans) the costs set
forth in Section 3.05.
(ag)
If for any reason (other than as a result of currency fluctuation, which prepayment requirement shall be governed by
Section 2.15) the Dollar Amount of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of outstanding
Competitive Loans at any time exceeds the combined Revolving Commitments from time to time in effect, Borrower shall immediately
prepay Revolving Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an aggregate amount equal to such excess.
2.07 Documentation of Loans.
(ah)
Upon the request of any Lender made through Administrative Agent, a Lender’s Loans may be evidenced by one or
more Notes of Borrower, instead of or in addition to its loan accounts or records. Each such Lender may attach schedules to its Notes and
endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Any failure so to record or any error in doing
so shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to the Obligations.
(ai)
Administrative Agent shall maintain, at Administrative Agent’s Office, a register for the recordation of the names
and addresses of Lenders and the Revolving Commitments and Extensions of Credit of each Lender from time to time (the “Register”). The
Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall maintain the Register, acting, solely for this administrative purpose only, as a non-fiduciary agent for
Borrower (it being acknowledged and agreed that Administrative Agent and each Administrative Agent-Related Person, in such capacity,
shall constitute Indemnitees under Section 10.13).
Administrative Agent shall record in the Register the Revolving Commitment and Extensions of Credit from time to
time of each Lender, and each repayment or prepayment in respect thereof. Any recordation shall be conclusive and binding on Borrower and
each Lender, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation,
(aj)
45
shall not affect any Lender’s Revolving Commitment or Outstanding Revolving Obligations or outstanding Competitive Loans.
(ak)
Each Lender shall record on its internal loan accounts or records (and may record on the Note(s) held by such
Lender) the amount of each Extension of Credit made by it and each payment in respect thereof; provided that the failure to make any such
recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitment or Outstanding Revolving Obligations or
outstanding Competitive Loans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s records,
the recordations in the Register shall govern, absent manifest error.
(al)
Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the
holders of the corresponding Revolving Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or
transfer of any such Revolving Commitment or Extensions of Credit shall be effective, in each case, unless and until an Assignment and
Assumption effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior
to such recordation, all amounts owed with respect to the applicable Revolving Commitment or Outstanding Revolving Obligations or
outstanding Competitive Loans shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent
of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Commitments or Outstanding
Revolving Obligations or outstanding Competitive Loans.
2.08 Continuation and Conversion Option.
(am)
Subject to Section 2.08(d), Borrower may irrevocably request a Conversion or Continuation of Loans on any
Business Day in a Minimum Amount therefor by delivering a Request for Extension of Credit therefor by Requisite Notice to Administrative
Agent not later than the Requisite Time therefor. All Conversions and Continuations of Loans denominated in Dollars shall constitute Base
Rate Loans unless properly and timely otherwise designated as set forth in the prior sentence.
(an)
Unless Borrower pays all amounts due under Section 3.05, if any, a Floating Rate Loan (other than a Floating
SONIA Rate Loan) may be Continued or Converted only on the last day of the Interest Period for such Floating Rate Loan. During the
existence of an Event of Default, Administrative Agent may (and upon the request of the Required Lenders shall) prohibit Loans (other than
Floating SONIA Rate Loans) from being requested as, Converted into, or Continued as Floating Rate Loans, and Required Lenders may
demand that any or all of the then outstanding Floating Rate Loans (other than Floating SONIA Rate Loans) be Converted immediately into
Base Rate Loans.
Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Floating Rate
Loan upon determination of the same. Administrative Agent shall from time to time notify Borrower and Lenders of any change in JPMorgan
Chase’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(ao)
(ap)
Notwithstanding anything to the contrary contained herein, Competitive Loans may not be Converted or Continued.
2.09 Interest.
(aq)
Subject to subsection (b) below, and unless otherwise specified herein, Borrower hereby promises to pay interest on
the unpaid principal amount of each Loan made to it (before and after default, before and after maturity, before and after judgment and before
and after the commencement of any proceeding under any Debtor Relief Laws) from the date borrowed until paid in full (whether by
acceleration or otherwise) on each Applicable Payment Date at a rate per annum equal to:
46
(i) in the case of Base Rate Loans, the Base Rate plus the Applicable Amount for such Type of Loan;
(ii) in the case of Floating Rate Loans (other than Floating SONIA Rate Loans and Competitive Loans) at the Adjusted
LIBOTerm SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or the CDOR Screen Rate, as applicable, for the Interest
Period in effect for such Borrowing plus the Applicable Amount for such Type of Loan;
such Type of Loan;
(iii) in the case of Floating SONIA Rate Loans, the Adjusted Daily Simple SONIA Rate plus the Applicable Amount for
Rate for the Interest Period in effect for such Borrowing plus (or minus, as the case may be) Margin applicable to such Loan; and
(iv) in the case of Competitive Loans that are Floating Rate Loans (other than Floating SONIA Rate Loans), the Floating
(v) in the case of Fixed Rate Loans, at the Fixed Rate applicable to such Loan.;
(vi) in the case of RFR Loans (if applicable pursuant to Section 3.03(a) or Section 3.03(g)), the Adjusted Daily Simple
SOFR plus the Applicable Amount for such Type of Loan.
(ar)
If any amount payable by Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), Borrower hereby promises to pay interest (after as well as before entry of judgment thereon to the extent permitted
by law) on such amount at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be payable upon demand.
On any Business Day, Borrower may call Administrative Agent and request information as to the then current
Adjusted LIBOTerm SOFR Rate, the Adjusted Daily Simple SONIA Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate, CDOR Screen
Rate or Base Rate, and Administrative Agent shall provide such information.
(as)
2.10 Fees.
(at)
Commitment Fee. Borrower shall pay to Administrative Agent, for the account of each Lender pro rata according to
its Revolving Percentage, a commitment fee equal to the Applicable Amount times the average daily amount of the excess, if any, of its
Revolving Commitment over its Outstanding Revolving Obligations (it being understood, for avoidance of doubt, that for purposes of the
calculation of the commitment fee, Competitive Loans shall not be deemed to be a utilization of the Revolving Facility). The commitment fee
shall accrue at all times from the Effective Date until the Revolving Termination Date (as it may be extended) and shall be payable quarterly
in arrears on each Applicable Payment Date. If there is any change in the Applicable Amount during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Amount separately for each period during such quarter that such Applicable Amount was
in effect. The commitment fee shall accrue at all applicable times, including at any time during which one or more conditions in Section 4 are
not met.
Other Fees. Borrower agrees to pay to Administrative Agent and the other parties hereto (and their respective
Affiliates) the fees in the amounts and on the dates previously agreed to in writing by Borrower and such parties (or their respective
Affiliates).
(au)
2.11 Computation of Interest and Fees. All interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the SONIA Rate, the TIBOR Rate or the Base Rate at times when the Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). Computation of all other types of interest and all fees shall be calculated
on the basis of a year of 360 days or, in the case of any
47
amount denominated in Sterling or Canadian Dollars, 365 days and the actual number of days elapsed. Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.
2.12 Making Payments.
(av)
Except as otherwise provided herein, all payments by Borrower or any Lender hereunder shall be made to
Administrative Agent at Administrative Agent’s Office not later than the Requisite Time for such type of payment. All payments received
after such Requisite Time shall be deemed received on the next succeeding Business Day for purposes of the calculation of interest and fees,
but not for purposes of determining whether a Default has occurred. All payments of principal and interest shall be made in immediately
available funds in Dollars. All payments by Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.
(aw) Upon satisfaction of any applicable terms and conditions set forth herein, Administrative Agent shall promptly make
any amounts received in accordance with Section 2.12(a) available in like funds received as follows: (i) if payable to Borrower, by crediting a
deposit account designated from time to time by Borrower to Administrative Agent by Requisite Notice, and (ii) if payable to any Lender, by
wire transfer to such Lender at its Lending Office. If such conditions are not so satisfied, Administrative Agent shall return any funds it is
holding to the Lenders making such funds available, without interest.
Subject to the definition of “Interest Period,” if any payment to be made by Borrower shall come due on a day other
than a Business Day, payment shall instead be considered due on the next succeeding Business Day, and such extension of time shall be
reflected in computing interest and fees.
(ax)
(ay)
Unless Borrower or any Lender has notified Administrative Agent, prior to the Requisite Time any payment to be
made by it is due, that it does not intend to remit such payment, Administrative Agent may, in its sole and absolute discretion, assume that
Borrower or such Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance
thereon, make such payment available to the Person entitled thereto. If such payment was not in fact remitted to Administrative Agent in
immediately available funds, then:
(i)
If Borrower failed to make such payment, each Lender shall forthwith on demand repay to Administrative
Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each
day from and including the date such amount was made available by Administrative Agent to such Lender to the date such
amount is repaid to Administrative Agent at the Federal Funds Rate; and
(ii)
If any Lender failed to make such payment, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount upon
Administrative Agent’s demand therefor, Administrative Agent promptly shall notify Borrower, and Borrower shall pay such
corresponding amount to Administrative Agent. Administrative Agent also shall be entitled to recover interest on such
corresponding amount in respect of each day from the date such corresponding amount was made available by
Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, (A) from
such Lender at a rate per annum equal to the Federal Funds Rate, and (B) from Borrower, at a rate per annum equal to the
interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill
its Revolving Commitment or to prejudice any rights which Administrative Agent or Borrower may have against any Lender
as a result of any default by such Lender hereunder.
48
(az)
If Administrative Agent or any Lender is required at any time to return to Borrower, or to a trustee, receiver,
liquidator, custodian or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by Borrower, each
Lender shall, on demand of Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.
2.13 Funding Sources. Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan in
any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
2.14 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender;
(ba)
Fees set forth in Section 2.10(a) shall cease to accrue on the unfunded portion of the Commitments of such
(bb)
To the extent permitted by applicable Law, any voluntary prepayment of Revolving Loans shall, if Borrower so
directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender
had no Revolving Loans outstanding and the Aggregate Exposure of such Defaulting Lender in respect of its Revolving Commitment were
zero;
(bc)
The Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or
Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or modification pursuant to
Section 10.01), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender and in any event,
no such amendment, modification, or waiver shall increase the Revolving Commitments or reduce the principal amount of any Loans of such
Defaulting Lender, extend the maturity date applicable thereto or decrease the rate of interest (including any commitment fees) payable in
respect thereof without the consent of such Defaulting Lender;
(bd)
If any Letter of Credit Usage exists at the time a Lender becomes a Defaulting Lender then:
(i)
all or any part of such Letter of Credit Usage shall be reallocated among the Lenders that are not Defaulting
Lenders in accordance with their respective Revolving Percentages but, in any case, only to the extent the sum of the
Outstanding Revolving Obligations of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s ratable
participation in all Letter of Credit Usage does not exceed the total of the Revolving Commitments of all Lenders that are not
Defaulting Lenders;
(ii)
if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrower shall
within one Business Day following notice by Administrative Agent, either (x) cash collateralize such Defaulting Lender’s
participation in all Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in a
Letter of Credit Cash Collateral Account for so long as such Letter of Credit is outstanding or (y) backstop such Letter of
Credit Usage with a letter of credit reasonably satisfactory to the Issuing Lender;
(iii)
if Borrower cash collateralizes or backstops any portion of such Defaulting Lender’s Letter of Credit Usage
pursuant to this subsection (d), Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section
2.03(j) with respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of
Credit Usage is cash collateralized or backstopped;
49
(iv)
if the Letter of Credit Usage attributable to the Defaulting Lenders is reallocated pursuant to this subsection
(d), then the fees payable to the non-Defaulting Lenders pursuant to Section 2.03(j) and Section 2.10(a) shall be adjusted in
accordance with the non-Defaulting Lenders’ respective Revolving Percentages to account for such reallocation; and
(v)
if any Defaulting Lender’s participation in all Letter of Credit Usage is neither cash collateralized,
backstopped nor reallocated pursuant to this subsection (d), then, without prejudice to any rights or remedies of Issuing
Lenders or any Lender hereunder, all Letter of Credit fees payable under Section 2.03(j) with respect to such Defaulting
Lender’s remaining participation in all Letter of Credit Usage shall be payable to the applicable Issuing Lenders until such
participation in all Letter of Credit Usage is backstopped, cash collateralized and/or reallocated
(be)
So long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting
Lenders and/or cash collateral or backstop letters of credit will be provided by Borrower in accordance with subsection (d) of this Section,
and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders that are
Lenders in a manner consistent with subsection (d)(i) of this Section (and Defaulting Lenders shall not participate therein).
(bf)
In the event that each of Administrative Agent, Borrower and Issuing Lenders agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Usage of the Lenders shall be
readjusted to reflect the inclusion of such formerly Defaulting Lender’s Revolving Commitment and on such date such formerly Defaulting
Lender shall purchase at par such of the Revolving Loans of the other Lenders as Administrative Agent shall determine may be necessary in
order for such formerly Defaulting Lender to hold such Revolving Loans in accordance with its Revolving Percentage.
2.15 Currency Equivalents.
(bg)
Administrative Agent shall determine the Dollar Amount of (i) the Letter of Credit Usage in respect of Letters of
Credit denominated in an Alternative Currency based on the Exchange Rate (A) on or about the date of the related notice requesting the
issuance of such Letter of Credit and (B) at such other times as Administrative Agent may elect in its discretion (but in no case more
frequently than monthly), (ii) the Loans denominated in an Alternative Currency based on the Exchange Rate (A) on or about the date of the
related notice requesting any Borrowing, Continuation or Conversion and (B) at such other times as Administrative Agent may elect in its
discretion (but in no case more frequently than monthly) and (iii) any other amount to be converted into Dollars in accordance with the
provisions hereof at the time of such conversion.
(bh)
If after giving effect to any such determination of a Dollar Amount, the Letter of Credit Usage exceeds 105% of the
Letter of Credit Sublimit, Borrower shall, within five Business Days of receipt of notice thereof from Administrative Agent setting forth such
calculation in reasonable detail, deposit cash collateral in a Letter of Credit Cash Collateral Account in an amount equal to such excess. If
after giving effect to any such determination of a Dollar Amount, the Dollar Amount of the Outstanding Revolving Obligations of all Lenders
plus the aggregate principal amount of outstanding Competitive Loans at any time exceeds the combined Revolving Commitments from time
to time in effect by more than 105%, Borrower shall, immediately upon receipt of notice thereof from Administrative Agent setting forth
such calculation in reasonable detail, prepay Revolving Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an
aggregate amount equal to such excess in accordance with Section 2.06(b).
50
SECTION 3
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(bi)
To the extent permitted by Law, any and all payments by or on account of Borrower to or for the account of any
Lender Party under any Loan Document shall be made free and clear of and without deduction or withholding for or on account of any and
all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, now
or hereafter imposed, levied, collected, withheld or assessed and all interest, additions to tax, or penalties with respect thereto, excluding, (w)
in the case of a Lender Party, taxes imposed on or measured by its net income, branch profits taxes, and franchise taxes (imposed in lieu of
net income taxes) imposed on it, (I) by the jurisdiction (or any political subdivision thereof) under the Laws of which the Lender Party is
organized or maintains a Lending Office, or (II) by reason of any present or former connection between such Lender Party and the
jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated thereby, (x) with
respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction
imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, (y) in the case of a
Lender Party organized under the Laws of a jurisdiction outside the United States (other than an assignee pursuant to a request by Borrower
under Section 3.06(b)), any withholding tax that is imposed on amounts payable to such Lender Party at the time such Lender Party becomes
a party to this Agreement (or designates a new lending office) or is attributable to such Lender Party’s failure to comply with Section 10.20,
except to the extent that such Lender Party (or its assignor, if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to this Section and (z) withholding
taxes imposed pursuant to FATCA (all non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any
Loan Document being hereinafter referred to as “Non-Excluded Taxes”). If Borrower or Administrative Agent shall be required by any Laws
to deduct any Non-Excluded Taxes from or in respect of any sum payable under any Loan Document to any Lender Party, (i) the sum payable
shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under
this Section), such Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii)
Borrower or Administrative Agent shall make such deductions or withholdings, (iii) Borrower or Administrative Agent shall pay the full
amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable Laws and (iv) with respect to
all withholding taxes, within 30 days after the date of such payment by Borrower, Borrower shall furnish to Administrative Agent (who shall
forward the same to such Lender Party) the original or a certified copy of a receipt evidencing payment thereof.
(bj)
In addition, Borrower agrees to pay, or at the option of Administrative Agent timely reimburse it for the payment of,
any and all present or future stamp, court, documentary, intangible, recording, filing or other similar taxes, charges or levies which arise from
any payment made by it under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise
with respect to, any Loan Document except any such taxes that are imposed with respect to an assignment by the Lender (hereinafter referred
to as “Other Taxes”).
(bk)
Borrower agrees to indemnify each Lender Party for the full amount of Non- Excluded Taxes and Other Taxes
(including any Non-Excluded Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by
such Lender Party with respect to any Loan or Loan Document and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto; provided, however, that the Borrower shall not be obligated to indemnify such Recipient pursuant to this Section 3.01
in respect of interest, penalties and other liabilities attributable to any Non-Excluded Taxes or Other Taxes, if such interest, penalties and
other liabilities are attributable to the gross negligence or willful misconduct of such Lender Party. After a Lender Party learns of the
51
imposition of Non-Excluded Taxes or Other Taxes, such Lender will act in good faith to promptly notify the Borrower of its obligations
hereunder. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Notwithstanding anything to the contrary contained in this Section 3.01, all obligations of Borrower to any Lender
under such Section 3.01 shall be subject to, and conditioned upon such Lender’s compliance with its obligations, if any, under Section 10.20.
(bl)
(bm)
If any Lender Party determines, in its sole discretion exercised in good faith, that it has received a refund from a
relevant taxing or governmental authority in respect of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by
Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay over such refund to
Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 3.01 with respect
to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender Party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that in the event such
Lender Party is required to repay any or all of such refund to such Governmental Authority (a “Refund Repayment Requirement”), Borrower,
upon the request of such Lender Party, agrees to repay to such Lender Party the full amount of such Refund Repayment Requirement (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority). This subsection shall not be construed to require
any Lender Party to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or
any other Person.
3.02 Illegality. If any Lender determines that any Laws have made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Floating Rate Loans, or materially
restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore interbank market, or to
determine or charge interest rates based upon the applicable Floating Rate, then, on notice thereof by such Lender to Borrower through
Administrative Agent, the obligation of such Lender to make Floating Rate Loans shall be suspended until such Lender notifies
Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), prepay or Convert all Floating Rate Loans of such
Lender, either on the last day of the Interest Period thereof, if (a) such Loans are not Floating SONIA Rate Loans and (b) such Lender may
lawfully continue to maintain such Floating Rate Loans to such day, or immediately, if (i) such Loans are Floating SONIA Rate Loans or
(ii) such Lender may not lawfully continue to maintain such Floating Rate Loans. Each Lender agrees to designate a different Lending Office
if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.
3.03 Alternate Rate of Interest . (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 3.03, if:
(i)
the Administrative Agent determines (which determination shall be conclusive absent manifest error), (A)
prior to the commencement of any Interest Period for a LIBORTerm SOFR Rate Borrowing, a EURIBOR Borrowing,
TIBOR Borrowing or a CDOR Borrowing that adequate and reasonable means do not exist for ascertaining the Adjusted
LIBOTerm SOFR Rate, the LIBOTerm SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted TIBOR
Rate, the TIBOR Rate or the CDOR Screen Rate, as applicable (including because the Relevant Screen Rate is not available
or published on a current basis), for the applicable Agreed Currency and such Interest Period, or (B) at any time, that
adequate and reasonable means do not exist for ascertaining the Daily Simple SONIA with respect to any Borrowing
denominated in Sterling; provided that no Benchmark Transition Event shall have occurred at such time; or
52
(ii)
the Administrative Agent is advised by the Required Lenders (or, in the case of a Floating Rate Competitive
Loan, the Lender that is required to make such Loan) (A) prior to the commencement of any Interest Period for a
LIBORTerm SOFR Rate Borrowing, a EURIBOR Borrowing or a CDOR Borrowing, that the Adjusted LIBOTerm SOFR
Rate, the LIBOTerm SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted TIBOR Rate, the TIBOR
Rate or the CDOR Screen Rate, as applicable, for the applicable Agreed Currency and such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, that the Adjusted Daily
Simple SONIA with respect to any Borrowing denominated in Sterling will not adequately and fairly reflect the cost to such
Lenders of making or maintaining the Loans included in such Borrowing;
then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by hand delivery, facsimile or electronic mail
as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Conversion or Continuation of Loans that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Floating Rate Borrowing that is affected by the foregoing circumstances shall be ineffective, (B) if any
Request for Extension of Credit requests a Floating Rate Borrowing that is affected by the foregoing circumstances in Dollars, such
Borrowing shall be made as (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR for RFR Borrowings is not also the subject
of Section 3.03(a)(i) or (ii) above or (y) a Base Rate Borrowing, if the Adjusted Daily Simple SOFR for RFR Borrowings is the subject of
Section 3.03(a)(i) or (ii) above, (C) if any Request for Extension of Credit requests a Floating Rate Borrowing that is affected by the
foregoing circumstances in Canadian Dollars, such Borrowing shall be made as a Canadian Prime Rate Borrowing, (D) if any Request for
Extension of Credit requests a Floating Rate Borrowing in an Alternative Currency (other than Canadian Dollars or Sterling) that is affected
by the foregoing circumstances, then such request shall bear interest by reference to an acceptable alternative rate mutually established by
Borrower, the Administrative Agent and the applicable Lenders (for so long as no such alternative rate is established, or if no such alternative
rate can be established, such request shall be ineffective), (E) any request by the Borrower for a Floating Rate Competitive Borrowing shall
be ineffective, (F) if any Request for Extension of Credit requests a Floating Rate Borrowing that is affected by the foregoing circumstances
in Sterling, such request shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then
requests by the Borrower for Floating Rate Competitive Borrowings may be made to Lenders that are not affected thereby; provided, further,
however, that, in each case, Borrower may revoke any Request for Extension of Credit that is pending when any such notice is received.
Furthermore, if any Floating Rate Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice from the
Administrative Agent referred to in this Section 3.03(a) with respect to a Relevant Rate applicable to such Floating Rate Loan, then until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which it shall
do promptly after such circumstances no longer exist), (i) if such Floating Rate Loan is denominated in Dollars, then on the last day of the
Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be
converted by the Administrative Agent to, and shall constitute, a Base Rate(x) an RFR Loan denominated in Dollars so long as the Adjusted
Daily Simple SOFR for RFR Loans is not also the subject of Section 3.03(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily
Simple SOFR for RFR Loans is the subject of Section 3.03(a)(i) or (ii) above, on such day, (ii) if such Floating Rate Loan is denominated in
Canadian Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a
Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan denominated
in Canadian Dollars on such day, (iii) if such Floating Rate Loan is denominated in Sterling, then on the next succeeding Business Day after
the Borrower’s receipt of such notice if such notice is delivered in connection with the circumstances contemplated by Section 3.03(a)(i), or
on the third succeeding Business Day after the Borrower’s receipt of such notice if such notice is delivered in connection with the
circumstances contemplated by Section 3.03(a)(ii), such Loan shall, at the Borrower’s election (it being understood that if the Borrower does
not affirmatively make an election by the next succeeding Business Day or third succeeding Business Day, as
53
applicable, the Borrower will be deemed to have elected option (3)), either (1) be prepaid (including interest that accrues after the date of
notice), (2) be converted by the Administrative Agent to, and shall constitute, a Base Rate(x) an RFR Loan denominated in Dollars (in an
amount equal to the Dollar Amount thereof) so long as the Adjusted Daily Simple SOFR for RFR Loans is not also the subject of Section
3.03(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR for RFR Loans is the subject of Section 3.03(a)(i) or (ii)
above or (3) be converted by the Administrative Agent to, and shall constitute, a Loan bearing interest at the Central Bank Rate for Sterling
plus the CBR Spread; provided that the Central Bank Rate for Sterling can be determined by the Administrative Agent and (iv) if such
Floating Rate Loan is denominated in any Agreed Currency other than Dollars, Sterling or Canadian Dollars, then such Loan shall, on the last
day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s
election prior to such day: (A) be prepaid by the Borrower on such day, (B) solely for the purpose of calculating the interest rate applicable to
such Floating Rate Loan, such Floating Rate Loan denominated in any Agreed Currency other than Dollars shall be deemed to be a Floating
Rate Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating Rate Loans denominated in Dollars
at such time or (C) if an interest rate is mutually established by Borrower, the Administrative Agent and the applicable Lenders, bear interest
at such rate.
(bn)
Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of
any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark
Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising the Required Lenders.
(bo)
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in
this paragraph, (x) with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement
Date, (y) with respect to a Loan denominated in Euros, if a Term ESTR Transition Event and its related Benchmark Replacement Date, or
(zy) with respect to a Loan denominated in Yen, if a Term TONA Transition Event and its related Benchmark Replacement Date, as
applicable, have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable
Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such
Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to
the Lenders and the Borrower a Term SOFR Notice, a Term ESTR Notice or a Term TONA Notice, as applicable. For the avoidance of
doubt, the Administrative Agent shall not be required to deliver any (x) Term SOFR Notice after the occurrence of a Term SOFR Transition
Event, (y) Term ESTR Notice after the occurrence of a Term ESTR Transition Event or (zy) Term TONA Notice after the occurrence of a
Term TONA Transition Event, and may do so in its sole discretion.
In connection with the implementation of a Benchmark Replacement or with the implementation of RFR Loans
pursuant to Section 3.03(a) or Section 3.03(g), the Administrative Agent (in consultation with the Borrower) will have the right to make
Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan
(bp)
54
Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further
action or consent of any other party to this Agreement or any other Loan Document.
(bq)
The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of
any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f)
below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by the Administrative Agent and/or Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in
each case, as expressly required pursuant to this Section 3.03.
(br)
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR,
Daily Simple SONIA, Term ESTR, Term TONA, LIBOTerm SOFR Rate, EURIBOR Rate or TIBOR Rate) and either (A) any tenor for such
Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a
public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the
Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an
announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative
Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.
(bs)
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any request for a Floating Rate Borrowing of, conversion to or continuation of Floating Rate Loans to be made, converted or
continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any
request for a Floating Rate Borrowing denominated in Dollars into a request for a Borrowing of or conversion to Base Rate Loans(A) RFR
Loans so long as the Adjusted Daily Simple SOFR for RFR Borrowings is not also the subject of a Benchmark Transition Event or (B) a
Base Rate Loan if the Adjusted Daily Simple SOFR for RFR Loans is the subject of a Benchmark Transition Event, (y) the Borrower will be
deemed to have converted any request for a Floating Rate Borrowing denominated in Canadian Dollars into a request for a Borrowing of or
conversion to Canadian Prime Rate Loans or (z) any request for a Floating Rate Borrowing denominated in an Alternative Currency (other
than Canadian Dollars) shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of the Daily Simple SOFR or the Base Rate based upon the then-current Benchmark or
such tenor for such Benchmark, as applicable, will not be used in any determination of Daily Simple SOFR or the Base Rate. Furthermore, if
any Floating Rate Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Floating Rate Loan, then until such time as a Benchmark
Replacement for such Agreed Currency is implemented pursuant to this Section 3.03, (i) if such Floating Rate Loan is denominated in
Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars an (A)
RFR Loans denominated in Dollars so long as the Adjusted Daily Simple SOFR for RFR Borrowings is not also the subject of a Benchmark
55
Transition Event or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR for RFR Loans is the subject of a Benchmark Transition Event,
on such day, (ii) if such Floating Rate Loan is denominated in Sterling, then on the next succeeding Business Day after the Borrower’s receipt
of such notice, such Loan shall, at the Borrower’s election (it being understood that if the Borrower does not affirmatively make an election
by the next succeeding Business Day, the Borrower will be deemed to have elected option (3)), either (1) be prepaid (including interest that
accrues after the date of such notice), (2) be converted by the Administrative Agent to, and shall constitute, a Base Rate(A) an RFR Loan
denominated in Dollars (in an amount equal to the Dollar Amount thereof) so long as the Adjusted Daily Simple SOFR for RFR Borrowings
is not also the subject of a Benchmark Transition Event or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR for RFR Loans is the
subject of a Benchmark Transition Event or (3) be converted by the Administrative Agent to, and shall constitute, a Loan bearing interest at
the Central Bank Rate for Sterling plus the CBR Spread; provided that the Central Bank Rate for Sterling can be determined by the
Administrative Agent or (iii) if such Floating Rate Loan is denominated in any Agreed Currency other than Dollars and Sterling, then such
Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating
the interest rate applicable to such Floating Rate Loan, such Floating Rate Loan denominated in any Agreed Currency other than Dollars
shall be deemed to be a Floating Rate Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating
Rate Loans denominated in Dollars at such time.
3.04 Increased Cost and Reduced Return; Capital Adequacy.
(bt)
thereof effective after the date hereof:
If any Lender Party determines that the adoption of any Law or any change in any Law or in the interpretation
(i)
Subjects such Lender Party to any tax (excluding taxes described in clauses (w), (y) and (z) of Section
3.01(a), Non-Excluded Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto with respect to any Floating Rate Loans or
Fixed Rate Loans or its obligation to make Floating Rate Loans or Fixed Rate Loans;
(ii)
Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement
(other than the reserve requirement utilized in the determination of the Adjusted LIBOTerm SOFR Rate, the Adjusted
EURIBOR Rate or the Adjusted TIBOR Rate, as applicable) relating to any extensions of credit or other assets of, or any
deposits with or other liabilities or commitments of, such Lender Party (including its Revolving Commitment); or
(iii)
Imposes on such Lender Party or on the offshore interbank market any other condition, cost or expense (other
than taxes) affecting this Agreement or any of such extensions of credit or liabilities or commitments;
and the result of any of the foregoing is to increase the cost to such Lender Party of making, Converting into, Continuing, or maintaining any
Floating Rate Loans or Fixed Rate Loans or issuing or participating in Letters of Credit or to reduce any sum received or receivable by such
Lender Party under this Agreement with respect to any Floating Rate Loans or Fixed Rate Loans or Letter of Credit, then from time to time
upon demand of such Lender Party (with a copy of such demand to Administrative Agent), Borrower shall pay to such Lender Party such
additional amounts as will compensate such Lender Party for such increased cost or reduction.
If any Lender Party determines that the adoption of any Law or any change in any Law or in the interpretation
thereof effective after the date hereof, including in regard to capital adequacy and liquidity, has the effect of reducing the rate of return on the
capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party
(bu)
56
as a consequence of such Lender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and
liquidity and such Lender Party’s desired return on capital and desired liquidity levels), then from time to time upon demand of such Lender
Party (with a copy to Administrative Agent), Borrower shall pay to such Lender Party such additional amounts as will compensate such
Lender Party for such reduction.
(c) Notwithstanding the foregoing provisions of this Section, a Lender Party shall not be entitled to compensation pursuant to
this Section in respect of any Competitive Loan if the adoption of or change in Law or in the interpretation thereof that would otherwise
entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan
was made.
(d) Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in
implementation thereof, shall in each case be deemed to be a change in Law, regardless of the date enacted, adopted, issued or implemented.
3.05 Breakfunding Costs. Subject to Section 3.06(a), upon demand of any Lender (with a copy to Administrative Agent)
from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense
incurred by it as a result of:
Any Continuation, Conversion, payment or prepayment by Borrower of any Floating Rate Loan (other than a
Floating SONIA Rate Loan) or Fixed Rate Loan on a day other than the last day of the Interest Period for such Floating Rate Loan or Fixed
Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise);
(bv)
(bw) Any failure by Borrower (for a reason other than the failure of such Lender to make a Floating Rate Loan or Fixed
Rate Loan) to prepay, borrow, Continue or Convert any Floating Rate Loan (other than a Floating SONIA Rate Loan) or Fixed Rate Loan on
the date or in the amount notified by Borrower;
or
(bx)
Any failure by Borrower to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan;
(by)
In the event of (A) the payment of any principal of any Floating SONIA Rate Loan other than on the Applicable
Payment Date (including as a result of an Event of Default), (B) the failure (for a reason other than the failure of such Lender to make a
Floating SONIA Rate Loan) to borrow or prepay any Floating SONIA Rate Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 3.03 and is revoked in accordance therewith) or (C) the assignment
of any Floating SONIA Rate Loan other than on the Applicable Payment Date applicable thereto as a result of a request by the Borrower
pursuant to Section 10.04, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (but not for any
lost profit) attributable to such event (it being understood that a certificate of such Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section 3.05(d) shall be delivered to the Borrower);
excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.
57
3.06 Matters Applicable to all Requests for Compensation.
(bz)
A certificate of Administrative Agent or any Lender claiming compensation under this Section 3 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of clearly demonstrable error; provided that such
certificate (i) sets forth with reasonable specificity the calculation of the amount to be paid, (ii) states that Administrative Agent or such
Lender, as applicable, is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded
Borrower hereunder, (iii) is delivered within 90 days of the later of the date of the event giving rise to such compensation and the date
Administrative Agent or such Lender knew or, with the exercise of reasonable care, should have known of the requirements for such
compensation, and (iv) confirms (in the case of a claim for compensation under Section 3.01 or Section 3.04) that either a change in
Administrative Agent’s Office or Lending Office, as the case may be, of Administrative Agent or such Lender, as the case may be, would not
have eliminated the request for compensation or that such change would have been otherwise disadvantageous to Administrative Agent or
such Lender, as the case may be. In determining the amount of such compensation, Administrative Agent or any Lender may use any
reasonable averaging and attribution methods.
Upon any Lender becoming prohibited from making, maintaining or funding Floating Rate Loans pursuant to
Section 3.02, or upon any Lender making a claim for compensation under Section 3.01 or Section 3.04, Borrower may remove or replace
such Lender in accordance with Section 10.21.
(ca)
and payment in full of all Obligations.
3.07 Survival. All of Borrower’s obligations under this Section 3 shall survive termination of the Revolving Commitments
SECTION 4
CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT
4.01 Conditions Precedent to Effective Date. The agreement of each Lender to make the initial Extension of Credit requested
to be made by it is subject to the satisfaction, on or before May 28, 2021, of the conditions precedent set forth in this Section 4.01 (all of
which have been irrevocably satisfied or waived as of March 30, 2021):
Receipt by Administrative Agent of each of the following, each of which shall be originals, facsimiles or pdf copies
unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of
third party certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative Agent:
(cb)
(i)
Executed counterparts of (a) this Agreement, executed and delivered by Borrower, Administrative Agent and
each Person listed on Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided
that the requirements of this clause (i) may be satisfied by customary written evidence reasonably satisfactory to
Administrative Agent (which may include electronic transmission of a signed signature page) that such party has signed a
counterpart to this Agreement or the Guarantee Agreement (as applicable));
(ii)
Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date and
executed by a secretary, assistant secretary or Responsible Officer thereof, which shall (A) certify that attached thereto are
(x) a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party
certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation
or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date
reflected thereon, (y) a true and correct copy of the by-laws or operating,
58
management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective
Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) a true
and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole
member or other applicable governing body authorizing the execution, delivery and performance of the Loan Documents,
and, in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been
modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and
title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to
sign the Loan Documents to which such Loan Party is a party on the Effective Date;
(iii) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in
Sections 4.01(e) and (f) have been satisfied and (B) that there has been no event or circumstance since the date of the
Reference Statements which has a Material Adverse Effect;
(iv) An opinion of counsel to Borrower in form and substance reasonably satisfactory to Administrative Agent;
and
(v)
All information requested by any Lender in writing at least ten Business Days prior to the Effective Date, to
the extent necessary to enable such Lender to identify Borrower and Guarantors to the extent required for compliance with
the PATRIOT Act or other “know your customer” rules and regulations (which requested information shall have been
received at least two Business Days prior to the Effective Date).
(cc)
Any fees required to be paid on or before the Effective Date shall have been paid.
Administrative Agent shall have received notice that substantially simultaneously with the Effective Date, the
Existing Credit Agreements shall have been terminated in accordance with the terms of the Existing Credit Agreements, and all principal,
interest and fees owing thereunder shall have been paid.
(cd)
(ce)
[Reserved.]
The representations and warranties made by Borrower herein, or which are contained in any certificate, document or
financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and
as of the Effective Date.
(cf)
(cg)
No Default or Event of Default shall have occurred and be continuing.
extent invoiced prior to or on the Effective Date.
(ch)
Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the
(including the initial Extension of Credit, but other than a Conversion or Continuation) is subject to the following conditions precedent:
4.02 Conditions to all Extensions of Credit. The obligation of each Lender to honor any Request for Extension of Credit
(ci)
The representations and warranties of Borrower contained in Section 5 (other than Sections 5.04(b) and 5.05) of this
Agreement shall be correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date, except
to the extent any such representation and warranty specifically relates to any earlier date, in which case such representation and warranty
shall have been true and correct in all material respects on and as of such earlier date.
(cj)
No Default or Event of Default exists, or would result from such Extension of Credit or the use thereof.
59
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Extension of Credit.
Each Request for Extension of Credit by Borrower shall be deemed to be a representation and warranty that the conditions
4.03 Determinations Under Section 4.01. For purposes of determining compliance with the conditions specified in Section
4.01, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders. Administrative
Agent (or its counsel) shall promptly notify the Lenders and Borrower in writing of the occurrence of the Effective Date, which writing shall
be irrevocable and conclusive.
SECTION 5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Administrative Agent and Lenders that:
5.01 Existence and Qualification; Power; Compliance with Laws. Each of Borrower and each Guarantor (a) is a corporation,
partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the state of its
organization, and (b) is in compliance with all Laws, except to the extent that noncompliance does not have a Material Adverse Effect.
5.02 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority and the legal right to
execute, deliver and perform each Loan Document to which it is a party, and has taken all necessary organizational action to authorize the
execution, delivery and performance of each Loan Document to which it is a party. Except for such consents, authorizations, filings or other
acts which have been duly made or obtained and are in full force and effect, no consent or authorization of, filing with, or other act by or in
respect of any Governmental Authority is required for the due execution, delivery or performance of this Agreement or any of the other Loan
Documents, except as would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement
or the Guarantee Agreement. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto, and
constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
5.03 No Legal Bar. The execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a
party do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) such Loan Party’s organizational
documents, (ii) any applicable Laws which has a Material Adverse Effect, or (iii) any Contractual Obligation, license or franchise of any
Loan Party or by which any Loan Party or its property is bound or subject, in each case with respect to this clause (iii), which has a Material
Adverse Effect or (b) constitute a default under any such Contractual Obligation, license or franchise which has a Material Adverse Effect.
5.04 Financial Statements; No Material Adverse Effect.
The Reference Statements fairly present, in all material respects, the financial condition of Borrower and its
consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(ck)
Adverse Effect.
(cl)
From December 31, 2020 to the Effective Date, there has been no event or circumstance which has a Material
60
5.05 Litigation. Except as disclosed in Borrower’s public filings prior to the Effective Date, no litigation, investigation or
proceeding of or before an arbitrator or Governmental Authority is pending or, to the knowledge of Borrower, threatened by or against
Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that has a Material Adverse Effect.
5.06 Use of Proceeds. Borrower will use the proceeds of the Extensions of Credit for general corporate purposes. No part of
the proceeds of any Extensions of Credit hereunder will be used for “purchasing” or “carrying” “margin stock” as so defined in a manner
which violates, or which would be inconsistent with, the provisions of Regulations T, U, or X of the Board of Governors of the Federal
Reserve System.
5.07 Anti-Corruption Laws and Sanctions. Borrower has implemented and maintains in effect policies and procedures
reasonably designed to promote compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and to the knowledge of Borrower its officers, directors,
employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower,
any Subsidiary or, to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the
knowledge of Borrower, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit
facility established hereby, is a Sanctioned Person.
Material Adverse Effect.
5.08 ERISA. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to have a
SECTION 6
AFFIRMATIVE COVENANTS
shall, and shall (except in the case of Borrower’s reporting covenants), cause each Restricted Subsidiary to:
So long as any Obligation remains unpaid, or any portion of the Revolving Commitments remains outstanding, Borrower
Agent:
6.01 Financial Statements. Deliver to Administrative Agent and Lenders, in form and detail satisfactory to Administrative
(cm) As soon as available but in any event within 105 days after the end of each fiscal year of Borrower, consolidated
balance sheets as at the end of such fiscal year and related consolidated statements of income and cash flows for such fiscal year of Borrower
and its consolidated Subsidiaries and certified by a Responsible Officer of Borrower, setting forth in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of independent certified public accountants of
nationally recognized standing reasonably acceptable to Administrative Agent, which report and opinion shall not be subject to any “going
concern” qualification or qualifications as to the scope of the audit.
(cn)
As soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each
fiscal year of Borrower ending after the Effective Date, consolidated balance sheets as at the end of such fiscal quarter, and related
consolidated statements of income and cash flows for such fiscal quarter and for the portion of Borrower’s fiscal year then ended, of
Borrower and its consolidated Subsidiaries, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Borrower and
its consolidated Subsidiaries in accordance with GAAP, subject only to pro forma adjustments and normal year-end audit adjustments.
61
(co)
Financial statements and other documents required to be delivered pursuant to this Section 6.01 or Section 6.02(b)
may be delivered electronically and if so delivered, shall be deemed to have been delivered (i) to the extent such documents are included in
materials otherwise filed with the U.S. Securities and Exchange Commission, when such filing is available to the Lenders on EDGAR or (ii)
in any case, on the date on which such documents are posted on Borrower’s behalf on an Internet website to which each Lender and
Administrative Agent has access.
Administrative Agent:
6.02 Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to
(cp)
No later than the date required for the delivery of the financial statements referred to in Sections 6.01(a) and (b), a
duly completed Compliance Certificate (which shall include reconciliation of certain financial information with respect to the Restricted
Group) signed by a Responsible Officer of Borrower, which Compliance Certificate shall set forth the necessary adjustments to exclude the
Indebtedness and EBITDA attributed to Unrestricted Subsidiaries from the calculations set forth therein and shall give pro forma effect to
Material Acquisitions and Material Dispositions in accordance with Section 1.07;
Promptly after the same are available, copies of all annual, regular, periodic and special reports and registration
statements which Borrower may file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(cq)
Promptly after a Responsible Officer of Borrower obtaining actual knowledge of the occurrence thereof, notice of
any Default or Event of Default specifying the nature thereof and what action Borrower has taken, is taking or proposes to take with respect
thereto;
(cr)
any ERISA Event that has a Material Adverse Effect; and
(cs)
Promptly after a Responsible Officer of Borrower obtaining actual knowledge of the occurrence thereof, notice of
(ct)
Promptly after such request, such other data and information as from time to time may be reasonably requested by
Administrative Agent or any Lender through Administrative Agent (it being understood that Borrower and its Subsidiaries shall not be
required to provide any information or documents that are subject to confidentiality provisions, the nature of which prohibit such disclosure,
or would violate any attorney-client privilege).
6.03 Payment of Taxes. Pay and discharge when due all taxes, assessments and governmental charges or levies imposed on it
or on its income or profits or any of its property, except for any such tax, assessment, charge or levy which is being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are maintained on its books in accordance with GAAP, and except
for such payments which, if not paid, do not in the aggregate, have a Material Adverse Effect.
6.04 Preservation of Existence. Preserve and maintain its existence, licenses, permits, rights, franchises and privileges
necessary or desirable in the normal conduct of its business, except where failure to do so does not have a Material Adverse Effect, and
except that nothing in this Section 6.04 shall prohibit any transaction permitted by Section 7.03.
Authority, noncompliance with which has a Material Adverse Effect.
6.05 Compliance With Laws. Comply with the requirements of all applicable Laws and orders of any Governmental
6.06 Inspection Rights. At any time during regular business hours, upon reasonable notice, and as often as reasonably
requested, but subject to Section 10.17, permit Administrative Agent or any Lender, or any employee, agent or representative thereof, to
examine (and during the existence of an Event of Default, make copies and abstracts from) the records and books of account of Borrower and
its Restricted Subsidiaries and to visit and inspect their properties and to discuss their affairs, finances and
62
accounts with any of their officers and key employees; provided that, other than during the continuance of an Event of Default, no more than
one such examination, visit or inspection shall occur during any calendar year. Notwithstanding the foregoing, it is understood and agreed
that Borrower and its Subsidiaries shall not be required to provide or otherwise allow access to any information or documents that are subject
to confidentiality provisions, the nature of which prohibit such disclosure, or would violate any attorney-client privilege.
entries shall be made sufficient to permit the preparation of consolidated financial statements in accordance with GAAP.
6.07 Keeping of Records and Books of Account. Keep, in all material respects, proper books of record and account, in which
6.08 Designation of Unrestricted Subsidiaries. So long as no Default or Event of Default exists or arises as a result thereof
and subject to the next succeeding sentence, Borrower may from time to time designate a Restricted Subsidiary as an Unrestricted Subsidiary
or designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide Administrative Agent written
notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to
Lenders), (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), within 10
Business Days after such notification, deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent,
demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.05 immediately prior to and after giving effect to such
designation and (c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material
Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary
contained herein, (x) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder unless such Guarantor is
simultaneously released as a Guarantor upon such designation as contemplated pursuant to Section 6.10, (y) unless designated as an
Unrestricted Subsidiary in compliance with clause (z) below, each Cable Subsidiary shall at all times be a Restricted Subsidiary for all
purposes hereunder, and (z) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the Leverage Ratio
(calculated after giving pro forma effect to such designation) is less than or equal to 4.50 to 1.00. Borrower hereby designates the
Subsidiaries listed on Schedule 6.08 as Unrestricted Subsidiaries.
6.09 [Reserved].
6.10 Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations
of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on
Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor
ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or
ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the
Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee
Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its
guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release,
no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to
Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be
automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a
Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation
thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its
guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the
release contemplated by this Section 6.10.
63
SECTION 7
NEGATIVE COVENANTS
So long as any Obligations remain unpaid, or any portion of the Revolving Commitments remains outstanding:
7.01 Liens. Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, incur, assume or suffer
to exist, any Lien securing Indebtedness for borrowed money (including without duplication Guaranty Obligations in respect thereof) upon
any of its property, assets or revenues, whether now owned or hereafter acquired, except:
(cu)
Liens pursuant to any Loan Document;
Liens existing on the date hereof securing Indebtedness for borrowed money (including without duplication
Guaranty Obligations in respect thereof) that does not exceed $1,000,000,000 in the aggregate, and any renewals or extensions thereof,
provided that such Liens are not extended to cover any other property, assets or revenues;
(cv)
(cw)
Liens in favor of Borrower or any Restricted Subsidiary;
(cx)
Liens on “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System);
(cy)
Liens on property acquired (by purchase, merger or otherwise) after the date hereof, existing at the time of
acquisition thereof (but not created in anticipation thereof), or placed thereon (at the time of such acquisition or within 180 days of such
acquisition to secure a portion of the purchase price thereof), and any renewals or extensions thereof, so long as the Indebtedness secured
thereby is permitted hereby; provided that such Liens do not and are not extended to cover any other property;
To the extent constituting Liens securing Indebtedness for borrowed money (including without duplication Guaranty
Obligations in respect thereof), Liens under Sale-Leaseback Transactions, and any renewals or extensions thereof, so long as the
Indebtedness secured thereby does not exceed $1,500,000,000 in the aggregate;
(cz)
amount of the obligations secured thereby does not exceed $2,000,000,000 at any one time;
(da)
Liens arising in connection with asset securitization transactions, so long as the aggregate outstanding principal
Transactions;
(db)
Liens not otherwise permitted hereby which secure Indebtedness incurred pursuant to Asset Monetization
(dc)
(A) Liens on any assets of the Sky Group which Liens (i) were existing as of the Sky Closing Date, (ii) were not
incurred to secure indebtedness financing the Sky Acquisition and (iii) do not extend to other assets other than (x) after acquired property that
is automatically subject to such Lien and (y) proceeds and products of such property and any replacement, improvement, accessions or
additions thereto and (B) any modification, replacement, refinancing, renewal or extension of such Lien (including prior to the date hereof);
and
(dd)
other Liens, so long as the aggregate outstanding principal amount of the Indebtedness for borrowed money
(including without duplication Guaranty Obligations in respect thereof) secured thereby does not exceed at any time an amount equal to (x)
15% of Consolidated Net Worth minus (y) the amount, if any, of any unsecured Indebtedness incurred by any Restricted Subsidiary that is
not a Guarantor pursuant to Section 7.02(d).
64
Guarantors to create, incur, assume or permit to exist any Indebtedness, except:
7.02 Non-Guarantor Subsidiary Indebtedness. Borrower shall not permit any of its Restricted Subsidiaries that are not
renewals and replacements of such Indebtedness that do not increase the outstanding principal amount thereof;
(de)
Indebtedness existing on the date hereof, in an aggregate amount not in excess of $2,000,000,000, and all extensions,
(df)
Indebtedness of any Restricted Subsidiary to Borrower or any other Restricted Subsidiary;
(A) Indebtedness of the Sky Group that (i) was existing as of the Sky Closing Date and (ii) was not incurred to
finance the Sky Acquisition and (B) any modification, replacement, refinancing, renewal or extension of such Indebtedness (including prior
to the date hereof); and
(dg)
Indebtedness in an aggregate principal amount for all such Restricted Subsidiaries that are not Guarantors not
exceeding at any time (x) 15% of Consolidated Net Worth minus (y) the amount, if any, of Indebtedness for borrowed money (including
without duplication Guaranty Obligations in respect thereof) of any Loan Party secured pursuant to Section 7.01(j).
(dh)
7.03 Fundamental Changes. Borrower shall not (A) merge or consolidate with or into any Person or (B) liquidate, wind-up or
dissolve itself or (C) sell, transfer or dispose of all or substantially all of its assets, provided that nothing in this Section 7.03 shall be
construed to prohibit Borrower from reincorporating in another jurisdiction permitted by clause (iii) below, changing its form of organization
or merging or consolidating with or into, or selling or transferring all or substantially all of its assets to, another Person so long as:
(i) either (x) Borrower shall be the surviving entity with substantially the same assets immediately following the
reincorporation or reorganization or (y) the surviving entity or transferee (the “Successor Entity”) shall, immediately following the
merger or transfer, as the case may be, (A) have substantially all of the assets of Borrower immediately preceding the merger or
transfer, as the case may be, (B) have duly assumed all of Borrower’s obligations hereunder and under the other Loan Documents
(and become the “Borrower” hereunder or thereunder) in form and substance satisfactory to Administrative Agent (and, if requested
by Administrative Agent, the Successor Entity shall have delivered an opinion of counsel as to the assumption of such obligations)
and (C) either (I) have then-effective ratings (or implied ratings) published by Moody’s or S&P applicable to such Successor Entity’s
senior, unsecured, non-credit-enhanced, long term indebtedness for borrowed money, which ratings shall be either Baa3 or higher (if
assigned by Moody’s) or BBB- or higher (if assigned by S&P) or (II) be acceptable to Required Lenders;
(ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be
continuing; and
(iii) the Borrower or a Successor Entity’s jurisdiction of organization shall be a state within the United States of America or
the District of Columbia.
7.04 Anti-Corruption Laws and Sanctions. Borrower will not request any Borrowing or Letter of Credit, and Borrower shall
not use, and shall not make available to its Subsidiaries and its or their respective directors, officers, employees and agents, the proceeds of
any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent
permitted for a Person required to comply with Sanctions, or (C) in any manner that, to the knowledge of the Borrower, would result in the
violation of any Sanctions applicable to any party hereto in any material respect.
65
greater than 5.75 to 1.00.
7.05 Financial Covenant. Borrower shall not permit the Leverage Ratio as of the end of any fiscal quarter of Borrower to be
SECTION 8
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default. Any one or more of the following events shall constitute an Event of Default:
(di)
than fees) on the date when due; or
Borrower fails to pay any principal on any of its Outstanding Revolving Obligations or Competitive Loans (other
Borrower fails to pay any interest on any of its Outstanding Revolving Obligations or Competitive Loans, or any
commitment fees, within five days after the date when due; or fails to pay any other fees or amount payable to Administrative Agent or any
Lender under any Loan Document within five days after the date when due or, if applicable, after demand is made for the payment thereof; or
(dj)
(dk)
Any default occurs in the observance or performance of any agreement contained in Section 6.02(c), 7.03 or 7.05; or
Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsections (a), (b) or
(c) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice
thereof to Borrower from Administrative Agent or any Lender; or
(dl)
Compliance Certificate proves to have been incorrect in any material respect when made or deemed made; or
(dm) Any representation or warranty by any Loan Party in this Agreement or any other Loan Document or any
(dn)
(i) Borrower or any Restricted Subsidiary (x) defaults in any payment when due (giving effect to any stated grace
periods) of principal of or interest on any Indebtedness (other than the Obligations) having an aggregate principal amount in excess of the
Threshold Amount or (y) defaults in the observance or performance of any other agreement or condition relating to any Indebtedness (other
than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, and as a consequence,
Indebtedness having an aggregate principal amount in excess of the Threshold Amount shall have become due (automatically or otherwise)
or shall have been required to be redeemed prior to its stated maturity (provided that to the extent that any acceleration referred to in the
preceding provisions of this Section 8.01(f) is duly rescinded by the required holders of the applicable Indebtedness, such acceleration shall
cease to be an Event of Default hereunder, unless and except to the extent that Administrative Agent has theretofore exercised remedies
hereunder pursuant to Section 8.02), or (ii) Borrower or any Guarantor shall generally not pay its debts as they become due or shall admit in
writing its inability to pay its debts as they mature; provided that (1) clause (y) above shall not apply to any prepayment, redemption, purchase or
defeasance of any such Indebtedness incurred for the purpose of financing, in whole or in part, any acquisition if such prepayment, redemption,
purchase or defeasance is required to be made (A) as a result of such acquisition failing to be consummated or (B) with the proceeds of any sale or
other disposition of assets, any incurrence of any other Indebtedness or any issuance of any equity interests by the Borrower or any Restricted
Subsidiary and (2) clause (y) above shall not apply to any prepayment, redemption, purchase or defeasance of any such Indebtedness of any Person
acquired by the Borrower or any of its Subsidiaries after the date hereof if such prepayment, redemption, purchase or defeasance is required to be
made as a result of the consummation of such acquisition; or
Except as permitted by Section 6.10, the Guarantee Agreement, at any time after its execution and delivery and for
any reason other than the agreement of Required Lenders or all Lenders, as may be required hereunder, or satisfaction in full of all the
Obligations, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or
(do)
66
unenforceable in any material respect; or Borrower denies in writing that it has any or further liability or obligation under the Guarantee
Agreement, or purports to revoke, terminate or rescind the Guarantee Agreement in writing; or
A final non-appealable judgment against Borrower or any of its Significant Subsidiaries is entered for the payment
of money (which is not covered by insurance) in excess of the Threshold Amount if such judgment remains unsatisfied without procurement
of a stay of execution for 60 calendar days after the date of entry of such judgment; or
(dp)
(dq)
Borrower or any of its Significant Subsidiaries institutes or consents to the institution of any proceeding under
Debtor Relief Laws, or makes a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and
the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under Debtor Relief Laws relating to any such
Person or to all or any part of its property is instituted without the consent of that Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or
(dr)
There occurs any Change of Control.
provided for elsewhere in this Agreement, or the other Loan Documents, or by applicable Law, or in equity, or otherwise:
8.02 Remedies Upon Event of Default. Without limiting any other rights or remedies of Administrative Agent or Lenders
in Section 8.01(i):
(ds)
Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default described
(i)
Administrative Agent may, with the consent of the Required Lenders, and (subject to the terms of Section 9)
shall, upon the request of Required Lenders, terminate the Revolving Commitments and/or declare all or any part of the
unpaid principal of all Loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan
Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable,
without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by
Borrower; and
(ii)
Administrative Agent may, with the consent of the Required Lenders, and (subject to the terms of Section 9)
shall, upon the request of Required Lenders, demand immediate payment by Borrower of an amount equal to the aggregate
amount of all outstanding Letter of Credit Usage to be held in a Letter of Credit Cash Collateral Account.
(dt)
Upon the occurrence of any Event of Default described in Section 8.01(i):
(i)
The Revolving Commitments and all other obligations of Administrative Agent or Lenders shall
automatically terminate without notice to or demand upon Borrower, which is expressly waived by Borrower;
(ii)
The unpaid principal of all Loans, all interest accrued and unpaid thereon and all other amounts payable
under the Loan Documents shall be immediately due and payable, without protest, presentment, notice of dishonor, demand
or further notice of any kind, all of which are expressly waived by Borrower; and
(iii) An amount equal to the aggregate amount of all outstanding Letter of Credit Usage shall be immediately due
and payable to Administrative Agent without
67
notice to or demand upon Borrower, which is expressly waived by Borrower, to be held in a Letter of Credit Cash Collateral
Account.
(du)
Upon the occurrence of any Event of Default, Administrative Agent may, with the consent of the Required Lenders,
and (subject to the terms of Section 9) shall, upon the request of Required Lenders, protect, exercise and enforce against Borrower the rights
and remedies of Administrative Agent and Lenders under the Loan Documents and such other rights and remedies as are provided by Law or
equity.
(dv)
The order and manner in which Administrative Agent’s and Lenders’ rights and remedies are to be exercised shall be
determined by Administrative Agent or Required Lenders in their sole and absolute discretion. Regardless of how a Lender may treat
payments for the purpose of its own accounting, for the purpose of computing the Obligations hereunder, payments received during the
existence of an Event of Default shall be applied first, to costs and expenses (including Attorney Costs) incurred by Administrative Agent
and each Lender (to the extent that each Lender has a right to reimbursement thereof pursuant to the Loan Documents), second, to the
payment of accrued and unpaid interest on the Obligations to and including the date of such application, third, to the payment of, or as cash
collateral for, the unpaid principal of the Obligations, and fourth, to the payment of all other amounts (including fees) then owing to
Administrative Agent and Lenders under the Loan Documents, in each case paid pro rata to each Lender in the same proportions that the
aggregate Obligations owed to each Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to
all Lenders, without priority or preference among Lenders, subject to the last parenthetical of Section 2.01(a) of the Guarantee Agreement.
SECTION 9
THE AGENTS
9.01 Appointment. Each Lender hereby irrevocably designates and appoints Administrative Agent as the agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers
and perform such duties as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against Administrative Agent.
9.02 Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.
9.03 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-
in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for
in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this
68
Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or
thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records
of any Loan Party.
9.04 Reliance by Administrative Agent. (a) Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts
selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this
Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto
shall be binding upon all Lenders and all future holders of the Loans.
(b) For purposes of determining compliance with the conditions specified in Section 4.01, absent Requisite Notice by such
Lender to Administrative Agent to the contrary, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter either sent by Administrative Agent to each Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.
9.05 Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default unless Administrative Agent has received notice from a Lender or Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Administrative Agent
receives such a notice, Administrative Agent shall give notice thereof to Lenders. Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable
in the best interests of Lenders.
9.06 Acknowledgements of Lenders and Issuing Lenders. (a) Each Lender and each Issuing Lender represents and
warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding
commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Lender, in each case in the
ordinary course of business and is making the Loans hereunder as commercial loans in the ordinary course of its business, and not for the
purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Lender agrees not to
assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Person
identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner, any Syndication Agent, any Co-
Documentation Agent or any other Lender or Issuing Lender, or any of the Affiliates and directors, officers, employees, agents and advisors
of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to
decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender
or such Issuing Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or
69
hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or
providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon
the Administrative Agent, any Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner, any
Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Lender, or any of the Affiliates and directors, officers,
employees, agents and advisors of any of the foregoing, and based on such documents and information (which may contain material, non-
public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.
(dw)
Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature
page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to,
or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.
(dx)
(i) Each Lender and Issuing Lender hereby agrees that (x) if the Administrative Agent notifies such Lender or
Issuing Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Lender
from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or
otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Lender (whether or not known
to such Lender or Issuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Lender shall
promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender or Issuing Lender to the date such amount is repaid to the
Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or
Issuing Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or
recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received,
including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender or Issuing Lender under this Section 9.06(c) shall be conclusive, absent manifest error.
(i)
Each Lender and Issuing Lender hereby further agrees that if it receives a Payment from the Administrative Agent or
any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the
Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.
Each Lender and Issuing Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may
have been sent in error, such Lender or Issuing Lender shall promptly notify the Administrative Agent of such occurrence and, upon
demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the
Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by
such Lender or Issuing Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time
in effect.
70
(ii)
In the event that an erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any
reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (i), from any Lender or
Issuing Bank that has received such erroneous Payment (or portion thereof) (such unrecovered amount, an “Erroneous Payment
Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing
Bank shall be deemed to have assigned its Loans (but not its Revolving Commitments or Letter of Credit Commitments) with respect
to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loan”) in an amount equal to the Erroneous Payment
Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Revolving
Commitments or Letter of Credit Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency
Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such
instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to
such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any Notes evidencing such Loans to
the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the
Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender
shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and
the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to
such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Revolving Commitments and Letter of Credit Commitments which shall survive as to
such assigning Lender or assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest
in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency
Assignment will reduce the Revolving Commitments or Letter of Credit Commitments of any Lender or Issuing Bank and such
Revolving Commitments and Letter of Credit Commitments shall remain available in accordance with the terms of this Agreement.
(iii)
The Borrower and each other Loan Party hereby agrees that an erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that clause (iii) (above) and
this clause (iv) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the
due date for), the Obligations of the Loan Parties relative to the amount (and/or timing for payment) of the Obligations that would
have been payable had such erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance
of doubt, clause (iii) (above) and this clause (iv) shall not apply to the extent any such Payment is, and solely with respect to the
amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party
for the purpose of making such Payment.
(iv)
Each party’s obligations under this Section 9.06(c) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the
Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.
9.07 Indemnification. Lenders agree to indemnify each Agent and Issuing Lender in its capacity as such (to the extent not
reimbursed by the Loan Parties and without limiting the obligation of any Loan Party to do so), ratably according to their respective
Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before
or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way
71
relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or
in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of
a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder.
9.08 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party and its affiliates as though such Agent were not an Agent. With respect to its Loans made
or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms
“Lender” and “Lenders” shall include each Agent in its individual capacity.
9.09 Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents,
then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of
Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject
to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to
the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon
such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement
or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement and the other Loan Documents.
9.10 Co-Documentation Agents and Syndication Agent. None of Co-Documentation Agents nor Syndication Agent nor any
Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner shall have any right, power, obligation,
liability, responsibility or duty hereunder in its capacity as such. Without limiting the foregoing, none of Co-Documentation Agents or
Syndication Agent in its capacity as such shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of Co-Documentation Agents or Syndication Agent in deciding to enter into this
Agreement or in taking or not taking action hereunder.
9.11 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent, each Co-Documentation Agent, the Syndication Agent, any of the Persons
identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
72
(v)
such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more
Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(vi)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain
transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving
insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank
collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of
the Loans, the Letters of Credit, the Commitments and this Agreement,
(vii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf
of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and
this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and
(D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement, or
(viii)
such other representation, warranty and covenant as may be agreed in writing between the Administrative
Agent, in its sole discretion, and such Lender.
(dy)
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, each Co-Documentation Agent, the Syndication Agent, each Person identified on the cover page of this Agreement as a Joint Lead
Arranger and Joint Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Loan Party, that none of the Administrative Agent, the Co-Documentation Agents, the Syndication Agent, the Persons identified on
the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related to hereto or thereto).
(dz)
The Administrative Agent, each Co-Documentation Agent, the Syndication Agent, and each Person identified on the
cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner hereby informs the Lenders that each such Person is not
undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby,
and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents
(ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid
for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in
connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees,
73
upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
SECTION 10
MISCELLANEOUS
10.01 Amendments; Consents. Subject to Section 3.03(b), (c), (d), (e), (f) and (g), no amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no
consent to any departure by any Loan Party therefrom shall be effective unless in writing signed by each Loan Party party thereto and
Required Lenders and acknowledged by Administrative Agent (or signed by Administrative Agent with the prior written consent of Required
Lenders), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Notwithstanding the foregoing sentence, without the approval in writing of Borrower, Administrative Agent and each Lender directly and
adversely affected thereby, no amendment, modification, supplement, termination, waiver, approval, or consent may be effective to:
Lender;
(ea)
Reduce the amount of principal of any Outstanding Revolving Obligations or Competitive Loans owed to such
Reduce the rate of interest payable on any Outstanding Revolving Obligations or Competitive Loans owed to such
Lender or the amount or rate of any fee or other amount payable to such Lender under the Loan Documents, except that Required Lenders
may waive or defer the imposition of the Default Rate;
(eb)
fee, or any other amount payable to such Lender under the Loan Documents;
(ec) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest, any commitment
(ed)
Postpone any date scheduled for the payment of principal of, or interest on, any Loan or any Letter of Credit
reimbursement obligation or for the payment of any commitment fee or for the payment of any other amount, in each case payable to such
Lender under the Loan Documents, or extend the term of, or increase the amount of, such Lender’s Revolving Commitment (it being
understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of Required Lenders)
or modify such Lender’s share of the Revolving Commitments (except as contemplated hereby);
manner that would alter the “pro rata sharing” provisions thereof); or
(ee)
Amend or waive the definition of “Required Lenders” or the provisions of this Section 10.01 or Section 10.06 (in a
(ef)
Amend or waive any provision of this Agreement that expressly requires the consent or approval of such Lender;
provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender in addition to
Required Lenders or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender, (ii) no amendment, waiver or
consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the case may
be, affect the rights or duties of Administrative Agent, (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto, (iv) any amendment, waiver, or consent to a Letter of Credit Application which is not inconsistent
with Section 2.03 shall require only the written approval of Borrower, Administrative Agent and the applicable Issuing Lender, (v) except as
otherwise contemplated hereunder (including by Section 6.10), without the written consent of all Lenders, no amendment, waiver or consent
shall release all or substantially all of
74
Guarantors from their obligations under the Guarantee Agreement and (vi) without the written consent of all Lenders, no amendment, waiver
or consent shall add an Alternative Currency or change the currency of any Loan or other amount outstanding hereunder. Notwithstanding
anything to the contrary contained in this Section 10.01 or any other provision of this Agreement or any provision of any other Loan
Document (1) the Borrower and the Administrative Agent may, without the input or consent of any other Person, effect amendments to this
Agreement and the other Loan Documents as may be necessary or advisable, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions of Sections 3.03(b), (c), (d), (e), (f) and (g) and/or Section 7.03, and (2) without limiting the preceding
clause (1), any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative
Agent to cure any ambiguity, omission, defect or inconsistency, or to make changes solely of a technical or administrative nature, so long as,
in each case of this clause (2), the Lenders and the Issuing Banks shall have received at least ten Business Days’ prior written notice thereof
and the Administrative Agent shall not have received, within ten Business Days of the date of such notice to the Lenders, a written notice
from the Required Lenders stating that the Required Lenders object to such amendment.
In the event that any Lender does not consent to any proposed amendment, supplement, modification (including the addition of an
Alternative Currency), consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of
the Lenders or each of the Lenders directly and adversely affected thereby, so long as the consent of Required Lenders has been obtained,
Borrower shall be permitted to remove or replace such Lender in accordance with Section 10.21.
Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section shall apply equally to, and shall be
binding upon, all Lenders and Administrative Agent.
For the avoidance of doubt, the Letter of Credit Commitment of any Issuing Lender may be amended with the consent of Borrower and such
Issuing Lender without the need to obtain the consent of the other Lenders.
10.02 Requisite Notice; Electronic Communications.
(eg)
Requisite Notice. Notices given in connection with any Loan Document shall be delivered to the intended recipient
at the number and/or address (including email address) set forth in the case of Borrower, Administrative Agent and Issuing Lenders on
Schedule 10.02, and in the case of Lenders, on the Administrative Questionnaire (or as otherwise specified from time to time by such
recipient in writing to Administrative Agent) and shall be given by (i) irrevocable written notice or (ii) except as otherwise provided,
irrevocable telephonic (not voicemail) notice. Such notices may be delivered and shall be effective as follows:
75
Mode of Delivery
Mail
Courier or hand delivery
Telephone (not voicemail)
Facsimile
Electronic Mail
Effective on earlier of actual receipt and fourth Business Day after
deposit in U.S. Mail, first class postage pre-paid
When received
When conversation completed (must be confirmed in writing)
When sent (except that, if not given during normal business hours
for the recipient, shall be deemed to be giving at opening of
business on next Business Day for recipient)
When delivered (usage subject to subsection (b) below)
(eh)
Usage of Electronic Communications. Notices and other communications to Administrative Agent, the Lenders and
the Issuing Lender hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 if such Lender has notified Administrative Agent and
Borrower that it is incapable of receiving notices under such Section by Electronic Communications. Administrative Agent or Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by Electronic Communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return email or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing
clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such
notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
notice to the other parties hereto.
(ei)
Any party hereto may change its address or telecopy number for notices and other communications hereunder by
(ej)
Reliance by Administrative Agent and Lenders. Administrative Agent and Lenders shall be entitled to rely and act
upon any notices purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. Borrower shall indemnify Administrative Agent-Related Persons and Lenders from any loss, cost,
expense or liability as a result of relying on any notices
76
purportedly given by or on behalf of Borrower absent the gross negligence or willful misconduct of the Person seeking indemnification.
(ek)
Electronic Systems.
(i)
Each Loan Party agrees that Administrative Agent may, but shall not be obligated to, make Communications
available to the Issuing Lenders and the other Lenders by posting the Communications on Debt Domain, Intralinks,
Syndtrak, ClearPar or a substantially similar Electronic System.
(ii)
Any Electronic System used by Administrative Agent is provided “as is” and “as available.” The Agent
Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors
or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code
defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall
Administrative Agent or any of its Affiliates and its and their respective directors, officers, employees, agents and advisors
(collectively, the “Agent Parties”) have any liability to Borrower or the other Loan Parties, any Lender, the Issuing Lender or
any other Person or entity for damages of any kind arising out of Borrower’s, any Loan Party’s or Administrative Agent’s
transmission of Communications through an Electronic System, except to the extent such damages arise from bad faith, gross
negligence or willful misconduct on the part of any Agent Party as determined by a final non-appealable judgment of a court
of competent jurisdiction, provided that in no event shall any Agent Party be liable for any indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise).
10.03 Attorney Costs and Expenses. Borrower agrees (a) to pay or reimburse Administrative Agent, each Issuing Lender and
Syndication Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation,
negotiation and execution of the Loan Documents, and to pay or reimburse Administrative Agent for all reasonable and documented costs
and expenses incurred in connection with the development, preparation, negotiation and execution of any amendment, waiver, consent,
supplement or modification to, any Loan Documents, and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one counsel to
Administrative Agent, each Issuing Lender and Syndication Agent and (b) to pay or reimburse Administrative Agent, each Issuing Lender
and each Lender for all reasonable and documented costs and expenses incurred in connection with any restructuring, reorganization
(including a bankruptcy reorganization) or enforcement or attempted enforcement of, or preservation of any rights under, any Loan
Documents, and any other documents prepared in connection herewith or therewith, or in connection with any refinancing or restructuring of
any such documents in the nature of a “workout” or of any insolvency or bankruptcy proceeding, including Attorney Costs of one counsel to
Administrative Agent, each Issuing Lender and each Lender (and, if representation of Administrative Agent, each Issuing Lender and each
Lender in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or
potential conflict of interest, of another firm of counsel for such affected Person(s) (taken as a whole) and, if necessary, one firm of local
counsel in any relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected
Person(s)). The agreements in this Section shall survive repayment of all Obligations.
10.04 Binding Effect; Assignment.
This Agreement and the other Loan Documents to which Borrower is a party will be binding upon and inure to the
benefit of Borrower, Administrative Agent, Lenders and their respective successors and assigns, except that, Borrower may not, except as
permitted by Section 7.03, assign its rights hereunder or thereunder or any interest herein or therein without the prior written consent of all
(el)
77
Lenders and any such attempted assignment shall be void. Any Lender may at any time pledge a Note or any other instrument evidencing its
rights as a Lender under this Agreement (including to a Federal Reserve Bank or other central bank having jurisdiction over such Lender or,
if such Lender is a fund, to any trustee or to any other representative of holders of obligations owed or securities issued by such fund as
security for such obligations or securities) but no such pledge shall release such Lender from its obligations hereunder or grant to any such
pledgee the rights of a Lender hereunder absent foreclosure of such pledge, and any transfer to any Person upon the enforcement of such
pledge shall be subject to this Section 10.04.
(em)
From time to time following the date of this Agreement, each Lender may assign all or any portion of its rights and
obligations under this Agreement and the other Loan Documents to one or more Eligible Assignees, other than (i) Borrower and its
Subsidiaries and (ii) natural persons; provided that such assignment shall be subject to Borrower’s consent (which shall not be unreasonably
withheld) at all times other than during the existence of an Event of Default arising under Section 8.01(a), Section 8.01(b) or Section 8.01(i)
and the consent of Administrative Agent and Issuing Lenders (which consents shall not be unreasonably withheld); provided that the consent
of Borrower shall not be required with respect to an assignment to another Lender unless such assignment, would result in the Revolving
Commitment of such assignee and its Affiliates exceeding 15% of the aggregate Revolving Commitments, as applicable, then outstanding.
No such assignment shall become effective unless and until a copy of a duly signed and completed Assignment and Assumption shall be
delivered to Administrative Agent. Except in the case of an assignment (A) to another Lender or (B) of the entire remaining Revolving
Commitment of the assigning Lender, such assignment shall be in an aggregate principal amount not less than the Minimum Amount therefor
without the consent of Borrower and Administrative Agent. The effective date of any assignment shall be as specified in the Assignment and
Assumption, but not earlier than the date which is five Business Days after the date Administrative Agent has received the Assignment and
Assumption. Upon obtaining any consent required as set forth this paragraph, any forms required by Section 10.20 and payment of the
requisite fee described below, the assignee named therein shall be a Lender for all purposes of this Agreement to the extent of the Assigned
Interest (as defined in such Assignment and Assumption), and, except for rights and obligations which by their terms survive termination of
any Revolving Commitments, the assigning Lender shall be released from any further obligations under this Agreement to the extent of such
Assigned Interest. Upon request, Borrower shall execute and deliver new or replacement Notes to the assigning Lender and the assignee
Lender to evidence Loans made by them. Administrative Agent’s consent to any assignment shall not be deemed to constitute any
representation or warranty by any Administrative Agent-Related Person as to any matter. Administrative Agent shall record the information
contained in the Assignment and Assumption in the Register.
(en)
After receipt of a completed Assignment and Assumption, and receipt of an assignment fee of $3,500 from such
assignee and/or such assigning Lender (including in the case of assignments to Affiliates of assigning Lenders), Administrative Agent shall
promptly accept such Assignment and Assumption and record the information contained therein in the Register on the effective date
determined pursuant thereto.
(eo)
Each Lender may from time to time, without the consent of any other Person, grant participations to one or more
other Persons that are Eligible Assignees (including another Lender but excluding (x) Borrower and its Subsidiaries and (y) natural persons)
in all or any portion of its Loans, Revolving Commitments, Extensions of Credit or any other interest of such Lender hereunder and under the
other Loan Documents; provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating bank or other
financial institution shall not be a Lender hereunder for any purpose except, if the participation agreement so provides, for the purposes of the
increased cost provisions (including yield protection and taxes) of Section 3 (but only to the extent that the cost of such benefits to Borrower
does not exceed the cost which Borrower would have incurred in respect of such Lender absent the participation) and for purposes of Section
10.06, (iv) Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement, and (v) the consent of the
78
holder of such participation interest shall not be required for amendments or waivers of provisions of the Loan Documents; provided,
however, that the assigning Lender may, in any agreement with a participant, give such participant the right to consent (as between the
assigning Lender and such participant) to any matter which (A) extends the Revolving Termination Date as to such participant or any other
date upon which any payment of money is due to such participant, (B) reduces the rate of interest owing to such participant or any fee or any
other monetary amount owing to such participant, or (C) reduces the amount of any scheduled payment of principal owing to such
participant. Any Lender that sells a participation to any Person that is a “foreign corporation, partnership or trust” within the meaning of the
Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with the
provisions of Section 10.20 as if such Person were a Lender and provide that Administrative Agent and Borrower shall be third party
beneficiaries of such covenant. Each Lender that sells or grants a participation shall (a) withhold or deduct from each payment to the holder
of such participation the amount of any tax required under applicable law to be withheld or deducted from such payment and not withheld or
deducted therefrom by Borrower or Administrative Agent, (b) pay the tax so withheld or deducted by it to the appropriate taxing authority in
accordance with applicable law and (c) indemnify Borrower and Administrative Agent for any losses, cost and expenses that they may incur
as a result of any failure to so withhold or deduct and pay such tax.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a
register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a
participant’s interest in any Revolving Commitments, Extensions of Credit or its other obligations under any Loan Document) to any Person
except to the extent that such disclosure is necessary to establish that such Revolving Commitments, Extensions of Credit or other obligation
is in registered form under Section 5f.103-1 (c) of the United States Treasury Regulations. The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
10.05 Set-off. In addition to any rights and remedies of Administrative Agent and Lenders or any assignee of any Lender or
any Affiliate thereof (each, a “Proceeding Party”) provided by law, upon the occurrence and during the continuance of any Event of Default,
each Proceeding Party is authorized at any time and from time to time, without prior notice to Borrower, any such notice being waived by
Borrower to the fullest extent permitted by law, to proceed directly, by right of set-off, banker’s lien or otherwise, against any assets of
Borrower which may be in the hands of such Proceeding Party (including all general or special, time or demand, provisional or other deposits
and other indebtedness owing by such Proceeding Party to or for the credit or the account of Borrower) and apply such assets against the
Obligations then due and payable, irrespective of whether such Proceeding Party shall have made any demand therefor. Each Lender agrees
promptly to notify Borrower and Administrative Agent after any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off and application.
10.06 Sharing of Payments. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien
or counterclaim against Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender
receives in payment of the Obligations held by such other Lender, then, subject to applicable Laws, (a) such Lender exercising the right of
setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously
purchased, from the other Lender a participation in the Obligations held by the other Lender and shall pay to the other Lender a purchase
price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or
counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or
counterclaim or receipt of payment; and (b) such other adjustments and
79
purchases of participations shall be made from time to time as shall be equitable to ensure that all Lenders share any payment obtained in
respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into
account, the payment; provided that, (i) if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of
setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming
through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be
restored to the extent of the recovery, but without interest and (ii) this Section 10.06 shall not apply to any payments made in accordance with
the express provisions of this Agreement or the other Loan Documents. Each Lender that purchases a participation in the Obligations
pursuant to this Section shall from and after the purchase have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim with
respect to the participation as fully as if Lender were the original owner of the Obligation purchased.
10.07 No Waiver; Cumulative Remedies.
(ep)
No failure by any Lender or Administrative Agent to exercise, and no delay by any Lender or Administrative Agent
in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.
(eq)
The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law. Any decision by Administrative Agent or any Lender not to require payment of any
interest (including interest at the Default Rate), fee, cost or other amount payable under any Loan Document or to calculate any amount
payable by a particular method on any occasion shall in no way limit or be deemed a waiver of Administrative Agent’s or such Lender’s right
to require full payment thereof, or to calculate an amount payable by another method that is not inconsistent with this Agreement, on any
other or subsequent occasion.
Lenders.
(er)
Except with respect to Section 9.09, the terms and conditions of Section 9 are for the sole benefit of the Agents and
10.08 Usury. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excessive interest
shall be applied to the principal of the Outstanding Revolving Obligations or, if it exceeds the unpaid principal, refunded to Borrower. In
determining whether the interest contracted for, charged or received by Administrative Agent or any Lender exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread, in equal or
unequal parts, the total amount of interest throughout the contemplated term of the Obligations.
an original, but all of which together shall constitute one and the same instrument.
10.09 Counterparts. (a) This Agreement may be executed in one or more counterparts, each of which shall be deemed
Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or
(z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 10.02), certificate,
(es)
80
request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated
hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic
Signatures in any form or format without its prior consent and pursuant to procedures approved by it; provided, further, without limiting the
foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the
Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party
without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii)
upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed
counterpart.
10.10 Integration. This Agreement, together with the other Loan Documents and any letter agreements referred to herein,
comprises the complete and integrated agreement of the parties regarding the subject matter hereof and supersedes all prior agreements,
written or oral, on the subject matter hereof. In the event of any conflict between the provisions of this Agreement and those of any other
Loan Document, the provisions of this Agreement shall control and govern; provided that the inclusion of supplemental rights or remedies in
favor of Administrative Agent or Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan
Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH PARTIES.
10.11 Nature of Lenders’ Obligations. Nothing contained in this Agreement or any other Loan Document and no action taken
by Administrative Agent or Lenders or any of them pursuant hereto or thereto may, or may be deemed to, make Lenders a partnership, an
association, a joint venture or other entity, either among themselves or with Borrower or any Subsidiary or Affiliate of Borrower. Each
Lender’s obligation to make any Extension of Credit pursuant hereto is several and not joint or joint and several. A default by any Lender
will not increase the Revolving Commitments attributable to any other Lender.
10.12 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan
Document shall survive the execution and delivery thereof. Such representations and warranties have been or will be relied upon by
Administrative Agent and each Lender, notwithstanding any investigation made by Administrative Agent or any Lender or on their behalf.
10.13 Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to
indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the cover page of
this Agreement as a Joint Lead Arranger and Joint Bookrunner, each Issuing Lender and each Lender and their respective Affiliates and their
and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any
and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a
claim, demand, action or cause of action that such Person asserts or may assert against Borrower, any of its Affiliates or any of
81
its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to the Loan Documents, the
Revolving Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of Borrower,
Administrative Agent and Lenders under this Agreement; (iii) any administrative or investigative proceeding by any Governmental Authority
arising out of or related to a claim, demand, action or cause of action described in clauses (i) or (ii) above; and (iv) any and all liabilities
(including liabilities under indemnities), losses, costs or expenses (including Attorney Costs (limited to one law firm for Lenders unless
Lenders have differing interests or defenses that preclude the engagement of one law firm to represent Lenders)), that any Indemnitee suffers
or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of
any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs
incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the
negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the
foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified
Liability to the extent (i) it is found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith,
willful misconduct or gross negligence of such Indemnitee or (y) a material breach by such Indemnitee of its express obligations under this
Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in respect of a claim, litigation, investigation or
proceeding by one Lender against another Lender (in each case, for the avoidance of doubt, excluding each of the Agents and each Person
identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no
event shall any Indemnitee be liable for any damages arising from the use by unauthorized Persons of information or other materials sent
through electronic, telecommunications or other information transmission systems that are intercepted by such Persons except to the extent it
is found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross
negligence of such Indemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, claims,
damages, etc. arising from any non-tax claim. The agreements in this Section shall survive repayment of all Obligations.
10.14 Nonliability of Lenders. Borrower acknowledges and agrees that:
Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes
of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the
expense of Borrower);
(et)
(eu)
By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent
or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the
sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval
thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders;
(ev)
The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely
that of borrower and lenders; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or
its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with
their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with
respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by
Administrative Agent or any Lender in connection with such matters is solely for the protection of Administrative Agent and Lenders and
neither Borrower nor any other Person is entitled to rely thereon;
(ew) Neither Administrative Agent nor any Lender nor any Person identified on the cover page of this Agreement as a
Joint Lead Arranger and Joint Bookrunner, Syndication Agent or Co-Documentation Agent shall be deemed to be in an advisory, fiduciary or
agency relationship with
82
Borrower and its Affiliates or have a fiduciary or other implied duty to Borrower and its Affiliates with respect to this Agreement and the
transactions contemplated hereby;
Borrower and its Affiliates; and
(ex)
Administrative Agent and Lenders, and their Affiliates, may have economic interests that conflict with those of
(ey)
Neither Administrative Agent nor any Lender shall be responsible or liable to any Person for any loss, damage,
liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of
Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss,
damage, liability or claim.
10.15 No Third Parties Benefitted. This Agreement is made for the purpose of defining and setting forth certain obligations,
rights and duties of Borrower, Administrative Agent and Lenders in connection with the Extensions of Credit, and is made for the sole
benefit of Borrower, Administrative Agent and Lenders, Administrative Agent’s and Lenders’ successors and permitted assigns. Except as
provided in Section 10.04, no other Person shall have any rights of any nature hereunder or by reason hereof.
10.16 Severability. Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective and severable to the extent of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. Administrative Agent, Lenders and Borrower agree to negotiate, in good faith, the terms of a replacement
provision as similar to the severed provision as may be possible and be legal, valid, and enforceable.
10.17 Confidentiality. Administrative Agent and each Lender shall use any confidential non-public information concerning
Borrower and its Subsidiaries and Affiliates that is furnished to Administrative Agent or such Lender by or on behalf of Borrower and its
Subsidiaries in connection with the Loan Documents or the Existing Credit Agreements (collectively, “Confidential Information”) solely for
the purpose of administering and enforcing the Loan Documents, and it will hold the Confidential Information in confidence and will not
disclose, directly or indirectly, such information to any Person, except (a) to their affiliates or any of their or their affiliates’ directors,
officers, employees, auditors, credit insurance companies, counsel, advisors, or representatives (collectively, the “Representatives”) who need
to know such information for the purposes set forth in this Section and who have been advised of and acknowledge their obligation to keep
such information confidential and limit the use of such information in accordance with this Section, (b) to any Eligible Assignee to which
such Lender has assigned or desires to assign an interest or participation in the Loan Documents or the Obligations or to any direct or indirect
contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations,
provided that any such foregoing recipient of such Confidential Information agrees to keep such Confidential Information confidential and
limit the use of such Confidential Information as specified herein, (c) to any governmental agency or regulatory body (including self-
regulatory bodies) having or claiming to have authority to regulate or oversee any aspect of Administrative Agent’s or such Lender’s business
or that of their Representatives in connection with the exercise of such authority or claimed authority (in which case such Lender shall,
except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising
examination or regulatory authority, use reasonable efforts to promptly notify Borrower, in advance, to the extent lawfully permitted to do
so), (d) to the extent necessary or appropriate to enforce any right or remedy or in connection with any claims asserted by or against
Administrative Agent or such Lender or any of their Representatives, (e) pursuant to any subpoena or any similar legal process (in which
case such Lender shall use reasonable efforts to promptly notify Borrower, in advance, to the extent permitted by Law), (f) to other Lenders
and (g) with the consent of Borrower. For purposes hereof, the term “Confidential Information” shall not include information that (w)
pertains to this Agreement (but not any other information concerning Borrower) routinely provided by arrangers to data service providers,
including league table providers, that serve the lending industry, (x) is in
83
Administrative Agent’s or a Lender’s possession prior to its being provided by or on behalf of Borrower or any of its Subsidiaries or
Affiliates, provided that such information is not known by Administrative Agent or such Lender to be subject to another confidentiality
agreement with, or other legal or contractual obligation of confidentiality to, Borrower or any of its Subsidiaries or Affiliates, (y) is or
becomes publicly available (other than through a breach hereof by Administrative Agent or such Lender), or (z) becomes available to
Administrative Agent or such Lender on a nonconfidential basis, provided that the source of such information was not known by
Administrative Agent or such Lender to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality
with respect to such information.
reference only and are not part of this Agreement or the other Loan Documents for any other purpose.
10.18 Headings. Section headings in this Agreement and the other Loan Documents are included for convenience of
10.19 Time of the Essence. Time is of the essence of the Loan Documents.
10.20 Status of Lenders. (a) (i) Each Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or
prior to the date on which such Lender becomes a party to this Agreement, and from time to time thereafter if requested in writing by
Borrower or Administrative Agent (but only so long as such Lender remains lawfully able to do so), executed originals of IRS Form W-9, or
any successor form prescribed by the IRS, certifying that such Lender is exempt from U.S. federal backup withholding tax; (ii) Each Lender
organized under the Laws of a jurisdiction outside the United States, on or prior to the date of this Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time
to time thereafter if requested in writing by Borrower or Administrative Agent, shall provide Borrower and Administrative Agent with (x)
IRS Form W-8BEN or W-8BEN-E, as appropriate, or any successor form prescribed by the IRS, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest,
IRS Form W-8ECI, or any successor form prescribed by the IRS, certifying that the income receivable pursuant to the Loan Documents is
effectively connected with the conduct of a trade or business in the United States, or IRS Form W-8EXP, or any successor form prescribed by
the IRS, (y) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and intends to claim an exemption from
United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-
8BEN or W-8BEN-E, as applicable, or any successor form prescribed by the IRS, and a certificate substantially in the form of Exhibit F-1
representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of Borrower, and is not a “controlled foreign corporation” described in Section 881(c)(3)(C) (a “U.S.
Tax Compliance Certificate”) or (z) to the extent such Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, or any
successor form prescribed by the IRS, accompanied by IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are
claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of
Exhibit F-4 on behalf of each such direct and indirect partner. Thereafter and from time to time, each such Person shall (i) promptly submit to
Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted
from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Borrower and Administrative Agent of any available exemption from or reduction
of, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement, (ii)
promptly notify Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or
reduction and (iii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that Borrower make
any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver
84
the above forms or other documentation, then Administrative Agent may withhold from any interest payment to such Person an amount
equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental
Authority asserts that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such
Person, such Person shall indemnify Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction
on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of Administrative Agent. The
obligation of Lenders under this Section shall survive the payment of all Obligations and the resignation of Administrative Agent.
(ez)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this Subsection 10.20(b), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall promptly update and deliver such form or certification to Borrower and Administrative Agent or promptly notify Borrower
and Administrative Agent in writing of its legal ineligibility to do so.
10.21 Removal and Replacement of Lenders.
(fa)
In the event that any Lender (i) requests compensation under Section 3.01 or 3.04, (ii) becomes a Defaulting Lender
or (iii) (x) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or
any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any
extension permitted by Section 2.01(e) with the consent of each Lender) affected thereby or (y) does not agree to make Loans in any
proposed Alternative Currency (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment,
supplement, modification, consent, waiver or proposed Alternative Currency has been obtained), Borrower may, upon notice to such Lender
and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Revolving Commitment and/or (B)
causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or
eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative Agent and Issuing Lenders; provided that
such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such
Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, in the case of a
termination of such Lender’s Revolving Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) pay in full all
principal, interest, fees and other amounts owing to such Lender (other than with respect to any outstanding Competitive Loan held by it)
through the date of termination and prepayment (including any amounts payable pursuant to Section 3), except as may otherwise be agreed
with such Lender, (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and the Issuing
Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit then outstanding and
(z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of
an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section
10.04(c). Any such Lender whose Revolving Commitment is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the
proviso in clause (B) preceding and (ii) the
85
assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Assumption covering
such Lender’s Revolving Commitment. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed
incorporated into this Agreement, to reflect adjustments to the Lenders and their Revolving Commitments.
If fees cease to accrue on the unfunded portion of the Revolving Commitments of a Defaulting Lender pursuant to
Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to
such replacement Lender becoming a Lender hereunder).
(fb)
(fc)
This Section shall supersede any provisions in Section 10.01 to the contrary.
10.22 Governing Law; Submission to Jurisdiction; Waivers.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
(fd)
(fe)
Each party to this Agreement irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting
in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the
Borough of Manhattan), and appellate courts from any thereof;
court to whose jurisdiction the applicable party is or may be subject, by suit upon judgment;
(ii) agrees that a final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other
(iii) consents that any such action or proceeding may only be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address provided for in Section 10.02;
(iv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
(v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and
(vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 10.22 any special, exemplary, punitive or consequential damages; provided the waiver set forth in this
clause (vi) shall not affect any obligation of Borrower under Section 10.13.
10.23 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY,
86
AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
10.24 USA PATRIOT Act. Each Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies Borrower and Guarantors, which information includes the name and address of Borrower and Guarantors and other information
that will allow such Lender to identify Borrower and Guarantors in accordance with the Act.
10.25 Judgment Currency.
(ff)
If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency
into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures Administrative Agent could purchase the first currency with such other currency in
the city in which it normally conducts its foreign exchange operation for the first currency on the Business Day preceding the day on which
final judgment is given.
(fg)
The obligation of Borrower in respect of any sum due from it to any Lender or Agent hereunder shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency such Lender may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency; if the amount of Agreement Currency so purchased is less than
the sum originally due to such Lender in the Agreement Currency, Borrower agrees notwithstanding any such judgment to indemnify such
Lender against such loss, and if the amount of the Agreement Currency so purchased exceeds the sum originally due to any Lender, such
Lender agrees to remit to Borrower such excess.
10.26 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion
Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(fh)
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
(fi)
the effects of any Bail-In Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such
Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or
(iii)
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion
Powers of the applicable Resolution Authority.
a guarantee or otherwise, for Swap Agreements or any other
10.27 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through
87
agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal
Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the
laws of the State of New York and/or of the United States or any other state of the United States).
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a
Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
88
Exhibit 10.15
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 27 day of December, 2022, between
COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the “Company”), and MICHAEL J.
CAVANAGH (“Employee”).
th
EMPLOYMENT AGREEMENT
BACKGROUND
Employee desires to have Employee’s employment relationship with the Company be governed by the terms and conditions of
this Agreement, which include material benefits favorable to Employee. In return for such material benefits, Employee is
agreeing to the terms and conditions contained in this Agreement, which include material obligations on Employee.
Intending to be legally bound, the Company and Employee agree as follows:
1. Position and Duties.
AGREEMENT
(a) Employee shall serve and the Company shall employ Employee in the position set forth on Schedule 1, provided that
the position and duties of Employee from time to time hereunder assigned by the Company will be commensurate with
Employee’s education, skills and experience.
(b) Employee shall work full-time and devote Employee’s reasonable best efforts to the business of the Company in a
manner that will further the interests of the Company. Without the prior written consent of the Company, Employee shall not
work in self-employment nor, directly or indirectly, work for or otherwise provide services to or on behalf of any person or entity,
other than the Company. Notwithstanding the foregoing, Employee may engage in non-compensatory civic and charitable
activities with the consent of the Company, which consent shall not be unreasonably withheld or delayed.
(c) The parties shall comply with all policies of the Company applicable to them, including those contained in the
Employee Handbook and the Code of Conduct.
2. Term. The term of this Agreement (the “Term”) shall be from January 1, 2023 (the “Commencement Date”) through the
first to occur of: (a) the date Employee’s employment is terminated in accordance with Paragraph 6; or (b) December 31, 2027
(the date specified in subparagraph (b) is referred to as the “Regular End Date”). Notwithstanding the end of the Term, the
Company’s obligations to make any payments expressly set forth herein to be made after the Term, and the parties’ rights and
obligations contained in Paragraphs 8, 9 and 10, shall be enforceable after the end of the Term.
3. Compensation.
(a) Base Salary. Employee’s base salary (“Base Salary”) shall be at the annual rates set forth on Schedule 1. Employee
shall thereafter be entitled to participate in any salary increase program offered during the Term, on a basis consistent with that
applicable to other employees at Employee’s level, taking into account Employee’s position, duties and performance. Base Salary
shall not be reduced other than as part of a salary reduction program effected on a basis consistent with that applicable to other
employees at Employee’s level. Base Salary, less normal deductions, shall be paid to Employee in accordance with the
Company’s payroll practices in effect from time to time.
(b) Restricted Stock and Stock Option Grants. Continuing in 2023 and in each subsequent calendar year in the Term,
Employee shall be entitled to participate in any annual broad-based grant programs under the Company’s Restricted Stock Plan
and/or Stock Option Plan (or any successor equity-based compensation plan or plans) on a basis consistent with that applicable to
other employees at Employee’s level, taking into account Employee’s position, duties and performance.
(c) Cash Bonuses.
(i) Employee shall be entitled to participate in the Company’s Cash Bonus Plan as set forth on Schedule 1 for 2023.
Employee’s participation in such Plan will be pursuant to the terms and conditions thereof. The performance goals applicable to
such participation will be consistent with those applicable to other employees at Employee’s level, taking into account
Employee’s position and duties.
(ii) With respect to each subsequent calendar year in the Term, Employee shall be entitled to continue to participate in
the Company’s Cash Bonus Plan (or any successor performance-based cash incentive compensation plan) pursuant to the terms
and conditions thereof and on a basis consistent with that applicable to other employees at Employee’s level, taking into account
Employee’s position, duties and performance, provided that in no event will the percentage of eligible earnings target bonus
potential thereunder be less than that set forth on Schedule 1.
4. Benefit Plans and Programs. Employee shall be entitled to: (a) participate in the Company’s health and welfare and other
employee benefit plans and programs (including group insurance programs, and vacation benefits), on terms (including cost) as
are consistent with those made available to other employees at Employee’s level, taking into account Employee’s position and
duties, in accordance with the terms of such plans and programs; and (b) applicable directors and officers liability insurance and
indemnification and advancement of expenses provisions relating to claims made by third parties against Employee in
Employee’s role as a director, officer or employee) (the items listed in subparagraphs (a) and (b) collectively “Benefit Plans”).
Nothing in this Agreement shall limit the Company’s right to modify or discontinue any Benefit Plans at any time, provided no
such action may adversely affect any vested rights of Employee thereunder. The provisions of this Paragraph 4 shall not apply to
compensation and benefit plans and programs specifically addressed in this Agreement; in which case the applicable other terms
of this Agreement shall control.
5. Business Expenses. The Company shall pay or reimburse Employee for reasonable travel, lodging, meal, entertainment
and other expenses incurred by Employee in connection with the performance of Employee’s duties hereunder, upon presentation
of receipts therefor submitted to the Company on a timely basis and in accordance with the Company’s policies and practices in
effect from time to time.
2
6. Termination. During the Term, Employee’s employment, and the Company's obligations under this Agreement (excluding
any obligations the Company may have under Paragraph 7, any other obligations expressly set forth herein as surviving
termination of employment, and any obligations with respect to any vested rights of Employee under any compensation or benefit
plans or programs), shall or may be terminated, in the circumstances set forth below.
(a) Death. Employee's employment shall terminate automatically in the event of Employee’s death.
(b) Disability. The Company may terminate Employee’s employment in accordance with the provisions of applicable law,
in the event Employee becomes substantially unable to perform the essential functions of his/her position, with or without
reasonable accommodation, due to partial or total disability or incapacity resulting from a mental or physical illness, injury or
other health-related cause (“Disability”). If such termination occurs during a period where there has been at least twelve (12)
consecutive months of incapacity (or during a cumulative period where there has been at least fifty-two (52) weeks of incapacity
in any two (2) calendar year period), then such termination will be considered a “Termination Due to Disability” under the terms
of this Agreement.
(c) Termination With Cause by the Company or Resignation Without Good Reason by Employee.
(i) The Company may terminate Employee’s employment (a “Termination With Cause”) upon written notice following
its determination that Employee has committed any of the following acts: (A) conviction of or guilty/no contest plea to a felony
or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to
disqualify Employee from continued employment with Company; (B) fraud; (C) embezzlement or other misappropriation of
funds; (D) material misrepresentation with respect to the Company; (E) substantial and/or repeated failure to perform duties; (F)
gross negligence or willful misconduct in the performance of duties; (G) commission of any act or involvement in any situation,
or occurrence, whether before or during the Term, which brings Employee or the Company into widespread public disrepute,
contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or
Employee’s or the Company’s being subject to publicity for any such act or involvement; (H) material violation of the Employee
Handbook, the Code of Conduct or any other written Company policy, including, without limitation, a material violation of the
Company’s anti-harassment and anti-discrimination policies; or (I) material breach of this Agreement.
(ii) Employee may terminate Employee’s employment (a “Resignation Without Good Reason”) at any time for any
reason (or for no reason) upon twenty (20) business days prior written notice without Good Reason (as such term is defined in
subparagraph (d)(ii) below).
(d) Termination Without Cause by the Company or Resignation With Good Reason by Employee.
(i) The Company may terminate Employee’s employment (a “Termination Without Cause”) at any time for any reason
(or for no reason) upon twenty (20) business days prior written notice.
(ii) Employee may terminate Employee’s employment (a “Resignation With Good Reason”) as a result of any of the
following acts of the Company upon ten (10) business days prior written notice, provided Employee has provided the Company
such written notice within sixty (60) days of the occurrence thereof: a substantial demotion in Employee’s
3
position; or material breach of this Agreement (which, as to either such item, if capable of being cured (as reasonably determined
by the Company), shall remain uncured following ten (10) business days after written notice thereof) (“Good Reason”).
7. Payments and Other Entitlements As a Result of Termination. If, during the Term, the Employee is terminated under
Paragraph 6, Employee shall be entitled to the payments and provisions set forth below (which payments and provisions shall be
the Employee’s sole entitlements as the result of such termination):
(a) Death or Disability. Following termination due to death or Termination Due to Disability during the Term, Employee’s
estate (or Employee, if Termination Due to Disability) shall be entitled to payment of any salary earned by the Employee prior to
the termination, as well as payment of Employee’s then-current Base Salary for a period of three (3) months following the date of
termination (payable in accordance with the Company’s regular payroll practices), amounts accrued or payable under any Benefit
Plans (payable at such times as provided therein), any accrued but unused vacation time, any amounts payable for any
unreimbursed business expenses, any amount that otherwise would have been payable in the current year on account of a prior
year’s Cash Bonus Plan grant, an amount on account of the current year’s Cash Bonus Plan grant (pro-rated through the date of
termination, and calculated using actual achievement of Company-based performance goals and assuming full achievement of
Employee’s personal performance goals) (in the case of each of the last two amounts, payable at such time as otherwise
applicable absent such death or Termination Due to Disability), and any vested rights or benefits under any applicable provisions
of any other compensation or benefit program or plan or grants thereunder. Except as otherwise provided herein, any amounts
th
payable to Employee’s estate (or Employee, as applicable) pursuant to this subparagraph (a) shall be paid no later than the 45
day following the date of termination.
(b) Termination With Cause by the Company or Resignation Without Good Reason by Employee. If Employee’s
employment terminates as a result of a Termination With Cause or Resignation Without Good Reason during the Term, Employee
shall be entitled to payment of Employee’s then-current Base Salary through the date of termination (payable in accordance with
the Company’s regular payroll practices), amounts accrued or payable under any Benefit Plans (payable at such times as provided
therein), any accrued but unused vacation time, any amounts payable for any unreimbursed business expenses, and any amount
that otherwise would have been payable in the current year on account of a prior year’s Cash Bonus Plan grant (payable at such
time as otherwise applicable absent such termination). Except as otherwise provided herein, any amounts payable to Employee
pursuant to this subparagraph (b) shall be paid no later than the 45 day following the date of termination.
th
(c) Termination Without Cause by the Company or Resignation With Good Reason by Employee. If Employee’s
employment is terminated as a result of a Termination Without Cause or Resignation With Good Reason during the Term, and
subject to Paragraph 13 and to Employee’s entering into an agreement containing a release by Employee of the Company with
respect to all matters relating to Employee’s employment and the termination thereof (other than rights under this Agreement
which by their express terms continue following termination of employment and any vested rights under any compensation or
benefit plan or program or grants thereunder) within thirty (30) days following the date of termination, in a form and containing
terms as the Company customarily requires of terminated employees receiving salary continuation payments:
(i) Provided Employee is alive at the time of payment thereof, Employee shall be entitled to continue to: (A) receive
Employee’s then-current Base Salary in accordance with the Company’s regular payroll practices; and (B) participate in the
Company’s medical, prescription, dental and vision plans, with the Company continuing to cover the employer portion of the
premium cost for such benefits (if and to the extent Employee was participating in
4
such plans at the time of termination); in each case for the period of time set forth on Schedule 1 following the date of
termination. Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”)
shall run concurrently with Employee’s participation during such period of time. The payments and benefits described in this
subparagraph (i) will begin to be paid or provided as soon as administratively practicable after the release described in
subparagraph (c) above becomes irrevocable, provided that if the 30-day period described in such subparagraph begins in one
taxable year and ends in the following taxable year, such payments or benefits shall not commence until the following taxable
year.
(ii) Employee shall also receive payment of Employee’s then-current Base Salary through the date of termination
(payable in accordance with the Company’s regular payroll practices); amounts accrued or payable under any Benefit Plans
(payable at such times as provided therein); any accrued but unused vacation time; any amounts payable for any unreimbursed
business expenses; any amount that otherwise would have been payable in the current year on account of a prior year’s Cash
Bonus Plan grant (payable in accordance with the Company’s regular payroll practice for paying such year’s bonus); and a pro-
rated amount on account of the current year’s Cash Bonus Plan grant (calculated based on eligible earnings through the date of
termination, and using actual achievement of Company-based performance goals and assuming full (i.e. 100%) achievement of
Employee’s personal performance goals) (payable in accordance with the Company’s regular payroll practice for paying such
year’s bonus, including the timing thereof). Except as otherwise provided herein, any amounts payable to Employee pursuant to
this subparagraph (ii) shall be paid no later than the 45 day following the date of termination.
th
(iii) Salary continuation payments under subparagraph (i) above shall be subject to reduction in the amount of any
salary, bonus, vested equity or other compensation earned or received by Employee for services through employment or self-
employment during or on account of the period of time of salary continuation. Employee shall provide the Company with prompt
written notice of any such employment and amounts. The Company’s obligation to continue medical, prescription, dental and/or
vision benefits shall cease upon Employee’s eligibility for such benefits from any subsequent employer.
(iv) Provided Employee is alive at the time of payment, Employee shall be entitled to receive payment on account of:
(A) the current year’s Cash Bonus Plan grant, pro-rated beginning from the day following the date of termination through
December 31st of the year of termination; and (B) the following year’s Cash Bonus Plan grant, pro-rated based on the number of
days of employment in the year of termination; in each case calculated using actual achievement of Company-based performance
goals and assuming full (i.e. 100%) achievement of Employee’s personal performance goals (payable at such times as otherwise
applicable absent such termination).
(v) Provided Employee is alive at the time of vesting, Employee shall have the right to continued vesting of Stock
Option Plan and Restricted Stock Plan grants through the period of time set forth on Schedule 1, as if there had been no
termination of employment. Provided Employee is alive at the time of exercise, Employee shall have the right to exercise any
vested Stock Option Plan grants through the period of time set forth on Schedule 1. Notwithstanding the foregoing, the Stock
Option Plan grant made pursuant to subparagraph 3(d)(iii) of Employee’s Employment Agreement dated May 10, 2015, shall
remain outstanding, notwithstanding the termination of employment, with the result that each will continue to vest during its then
remaining term and such Stock Option Plan grant shall remain exercisable through its then remaining term.
8. Non-Solicitation; Non-Competition; Confidentiality. Employee acknowledges and agrees that: Employee’s skills,
experience, knowledge and reputation are of special, unique and extraordinary value to the Company; Employee is and will
continue to be privy to confidential and
5
proprietary information, processes and know-how of the Company, the confidentiality of which has significant value to the
Company and its future success; and the restrictions on Employee’s activities as set forth below are necessary to protect the value
of the goodwill and other tangible and intangible assets of the Company. Based upon the foregoing, Employee agrees as follows:
(a) While employed by the Company (whether during the Term or thereafter), and for a period of one year after
termination of Employee’s employment for any reason (whether during the Term or thereafter), Employee shall not, directly or
indirectly: (i) hire any employee of the Company (other than as a result of a general solicitation); (ii) solicit, induce, encourage or
attempt to influence any employee, customer, consultant, independent contractor, service provider or supplier of the Company to
cease to do business or terminate the employment or other relationship with the Company; or (iii) assist any other person or entity
in doing or performing any of the acts that Employee is prohibited from doing under subparagraphs (i) or (ii) above.
(b) (i) WHILE EMPLOYED BY THE COMPANY (WHETHER DURING THE TERM OR THEREAFTER); AND FOR
A PERIOD OF ONE YEAR AFTER A RESIGNATION WITHOUT GOOD REASON OR A TERMINATION WITH CAUSE,
IN EITHER CASE WHETHER OCCURRING DURING THE TERM OR THEREAFTER; EMPLOYEE SHALL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY ACTIVITIES ON BEHALF OF, OR BE FINANCIALLY INTERESTED
IN, A COMPETITIVE BUSINESS (AS AN AGENT, CONSULTANT, DIRECTOR, EMPLOYEE, INDEPENDENT
CONTRACTOR, OFFICER, OWNER, PARTNER, MEMBER, PRINCIPAL, SERVICE PROVIDER OR OTHERWISE). A
COMPETITIVE BUSINESS MEANS A BUSINESS (WHETHER CONDUCTED BY AN INDIVIDUAL OR ENTITY,
INCLUDING EMPLOYEE IN SELF-EMPLOYMENT) THAT IS ENGAGED IN COMPETITION, DIRECTLY OR
INDIRECTLY THROUGH ANY ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
SUCH BUSINESS, WITH ANY OF THE BUSINESS ACTIVITIES (A) CARRIED ON BY THE COMPANY OR (B) BEING
PLANNED BY THE COMPANY WITH EMPLOYEE’S PARTICIPATION.
(ii) THIS RESTRICTION SHALL APPLY IN ANY GEOGRAPHIC AREA IN THE WORLD IN WHICH THE
COMPANY CARRIES OUT BUSINESS ACTIVITIES. EMPLOYEE AGREES THAT NOT SPECIFYING A MORE LIMITED
GEOGRAPHIC AREA IS REASONABLE IN LIGHT OF THE BROAD GEOGRAPHIC SCOPE OF THE ACTIVITIES
CARRIED OUT BY THE COMPANY IN THE WORLD.
(iii) For purposes of clarification of their intent, the parties agree that subparagraph (i) above restricts Employee from
working on the account, or otherwise for the benefit, of a Competitive Business as a result of Employee’s working as an
employee, consultant or in any other capacity for an entity that provides consulting, advisory, lobbying or similar services to
other businesses.
(iv) Nothing herein shall prevent Employee from owning for investment up to one percent (1%) of any class of equity
security of an entity whose securities are traded on a national securities exchange or market. Further, nothing herein shall prevent
Employee from engaging in the practice of law.
(c) Nothing contained in this Agreement (including, without limitation, subparagraph 8(d) and Paragraph 9) or otherwise
limits Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected
from disclosure by any applicable law or privilege, to the Securities and Exchange Commission (the “SEC”), the Occupational
Safety and Health Administration (“OSHA”) or any other federal, state or local governmental agency or commission regarding
possible legal violations, without disclosure to the Company. The Company may not retaliate against Employee for any of these
6
activities, and nothing in this Agreement requires Employee to waive any monetary award or other payment that Employee might
become entitled to from the SEC or OSHA.
(d) Except as provided in subparagraph 8(c), during the Term and at all times thereafter, Employee shall not, directly or
indirectly, use for Employee’s personal benefit, or disclose to or use for the direct or indirect benefit of anyone other than the
Company (except as may be required within the scope of Employee’s duties hereunder), any secret or confidential information,
knowledge or data of the Company or any of its employees, officers, directors or agents (“Confidential Information”).
Confidential Information includes, but is not limited to: the terms and conditions of this Agreement; sales, marketing and other
business methods; policies, plans, procedures, strategies and techniques; research and development projects and results; software
and firmware; trade secrets, know-how, processes and other intellectual property; information on or relating to past, present or
prospective employees or suppliers; and information on or relating to past, present or prospective customers, including customer
lists. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is generally available to the
public; or (ii) is available to Employee on a nonconfidential basis from a source other than the Company, provided such source is
not bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting such information to
Employee by a contractual, legal or fiduciary obligation. Employee agrees that Confidential Information is the exclusive property
of the Company, and agrees that, immediately upon Employee’s termination of employment for any reason (including after the
Term), Employee shall deliver to the Company all correspondence, documents, books, records, lists and other materials
containing Confidential Information that are within Employee’s possession or control, regardless of the medium in which such
materials are maintained, and Employee shall retain no copies thereof in any medium. Except as provided in subparagraph 8(c),
without limiting the generality of the foregoing, Employee agrees neither to prepare, participate in or assist in the preparation of
any article, book, speech or other writing or communication relating to the past, present or future business, operations, personnel
or prospects of the Company, nor to encourage or assist others to do any of the foregoing, without the prior written consent of the
Company (which may be withheld in the Company’s sole discretion). Nothing herein shall prevent Employee from: (A)
complying with a valid subpoena or other legal requirement for disclosure of Confidential Information, provided that, except as
provided in subparagraph 8(c), Employee shall use good faith efforts to notify the Company promptly and in advance of
disclosure if Employee believes Employee is under a legal requirement to disclose Confidential Information otherwise protected
from disclosure under this subparagraph; or (B) disclosing the terms and conditions of this Agreement to Employee’s spouse or
tax, accounting, financial or legal advisors, or as necessary to enforce this Agreement. Notwithstanding the foregoing, pursuant to
the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Employee shall not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state or local
government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by the
Company for reporting a suspected violation of law, Employee may disclose the trade secret to his or her attorney and use the
trade secret information in the court proceeding, if Employee (i) files any document containing the trade secret under seal, and
(ii) does not disclose the trade secret, except pursuant to court order.
(e) Employee acknowledges that the restrictions contained in this Paragraph 8, in light of the nature of the businesses in
which the Company is engaged and Employee’s position with the Company, are reasonable and necessary to protect the
legitimate interests of the Company, and that any violation of these restrictions would result in irreparable injury to the Company.
Employee therefore agrees that: (i) in the event of Employee’s violation of any of these restrictions, the Company shall have the
right to suspend or terminate any unaccrued payment obligations to Employee hereunder and/or Employee’s unaccrued rights
under any
7
compensation or benefit plans or programs hereunder or thereunder (including in each case any arising following termination of
employment); and (ii) in the event of Employee’s violation or threatened violation of any of these restrictions, the Company shall
be entitled to seek from any court of competent jurisdiction: (A) preliminary and permanent injunctive relief against Employee;
(B) damages from Employee (including the Company’s reasonable legal fees and other costs and expenses); and (C) an equitable
accounting of all compensation, commissions, earnings, profits and other benefits to Employee arising from such violation; all of
which rights shall be cumulative and in addition to any other rights and remedies to which the Company may be entitled as set
forth herein or as a matter of law.
(f) Employee agrees that if any part of the restrictions contained in this Paragraph 8, or the application thereof, is
construed to be invalid or unenforceable, the remainder of such restrictions or the application thereof shall not be affected, and
the remaining restrictions shall have full force and effect without regard to the invalid or unenforceable portions. If any restriction
is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Employee agrees that the court
making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the
restriction shall then be enforceable in its reduced form.
(g) If Employee violates any such restrictions, the period of such violation (from the commencement of any such violation
until such time as such violation shall be cured by Employee) shall not count toward or be included in any applicable restrictive
period.
(h) Employee agrees that prior to accepting employment with any other person or entity at any time during the one-year
period following termination of employment referred to in subparagraph (b)(i) above, Employee will provide the prospective
employer with written notice of the provisions of this Paragraph 8, with a copy of such notice provided simultaneously to the
Company.
9. Non-Disparaging Statements. Except as provided in subparagraph 8(c), during the period of Employee’s employment
(whether during the Term or thereafter), and for a period of three (3) years thereafter, neither party shall disparage (directly or
indirectly; orally, in writing or otherwise), the other party or, in the case of the Company, any of its employees, officers or
directors, in any communication with or to any person or entity, including: (a) any actual or potential employer of Employee; (b)
any actual or potential employee, customer, consultant, independent contractor, investor, lender, service provider or supplier of
the Company; or (c) any media outlet. The foregoing shall not be deemed to restrict either party’s obligation to testify truthfully
in any proceeding or cooperate in any governmental investigation.
10. Company Property.
(a) To the extent any Company Intellectual Property (as defined in subparagraph (f) below) is not already owned by the
Company as a matter of law or by prior written assignment by Employee to the Company, Employee hereby assigns to Comcast
Corporation, and agrees to assign to Comcast Corporation or its designated subsidiary(ies) in the future (to the extent required),
all right, title and interest that Employee now has or acquires in the future in and to any and all Company Intellectual Property.
Employee shall further cooperate with the Company in obtaining, protecting and enforcing its interests in Company Intellectual
Property. Such cooperation shall be at the Company’s expense, and shall include, at the Company’s election, without limitation,
signing all documents reasonably requested by the Company for patent, copyright and other Intellectual Property (as defined in
subparagraph (f) below) applications and registrations, and individual assignments thereof, and providing other reasonably
requested assistance. Employee’s obligation to assist the Company in obtaining, protecting and enforcing Company Intellectual
Property rights shall continue following Employee’s employment with the Company, but the Company shall be obliged to
compensate Employee at a then prevailing
8
reasonable consulting rate for any time spent and any out-of-pocket expenses incurred at the Company’s request for providing
such assistance. Such compensation shall be paid irrespective of, and is not contingent upon, the substance of any testimony
Employee may give or provide while assisting the Company or the outcome of any proceeding where such testimony is given or
provided.
(b) Employee shall use reasonable efforts to promptly disclose to the Company, or any person(s) designated by the
Company, all Intellectual Property that is created, fixed, conceived or reduced to practice by Employee, either alone or jointly
with others, during the term of Employee’s employment with the Company, whether or not patentable or copyrightable or
believed by Employee to be patentable or copyrightable, including without limitation any Intellectual Property (to be held in
confidence by the Company) that qualifies fully as a nonassignable invention under Section 2870 of the California Labor Code
(“Nonassignable IP”). If Employee contends that any such Intellectual Property qualifies as Nonassignable IP, Employee will
promptly so notify the Company, and Employee agrees to cooperate fully with a review and verification process by the Company.
In addition, Employee will promptly disclose to the Company (to be held in confidence) all patent applications filed by Employee
or on Employee’s behalf within six (6) months after termination of employment, and to cooperate fully with a review and
determination by the Company as to whether such patent applications constitute or include Company Intellectual Property.
Employee has reviewed the notification on Schedule 2 and agrees that Employee’s execution hereof acknowledges receipt of
such notification.
(c) In the event that the Company is unable for any reason whatsoever to secure Employee’s signature on any lawful and
necessary document to apply for, execute or otherwise further prosecute or register any patent or copyright application or any
other Company Intellectual Property application or registration, Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s
behalf and instead of Employee to execute and file such lawful and necessary documents and to do all other lawfully permitted
acts to further prosecute, issue and/or register patents, copyrights and any other Company Intellectual Property rights with the
same legal force and effect as if executed by Employee.
(d) To the extent any materials, including written, graphic or computer programmed materials, authored, prepared,
contributed to or written by Employee, in whole or in part, during the term of employment by the Company and relating in whole
or in part to the business, products, services, research or development of the Company qualify as “work made for hire,” as such
term is defined and used in the copyright laws of the United States, then such materials shall be done by Employee as “work
made for hire” under such law.
(e) If Employee owns or controls or has the power to grant licenses under any patents or other Intellectual Property rights
that are, during the term of Employee’s employment, incorporated in or utilized in the development, manufacture or delivery of
any of the Company’s products or services by Employee or with Employee’s knowledge, assistance, or encouragement,
Employee agrees to grant and hereby does grant to the Company a non-exclusive, royalty-free, paid-up, perpetual, irrevocable,
freely transferable and sublicensable, unrestricted worldwide license under such patents or other Intellectual Property to make,
have made, use, reproduce, display, perform, sell, offer to sell, import, export, distribute, and otherwise transfer or dispose of, all
of the Company’s products and services. The foregoing license shall extend throughout the Company’s supply and distribution
chains, and shall extend to partners of the Company (in relation to the Company’s products and services) as well.
(f) “Intellectual Property” means any and all ideas, inventions, formulae, knowhow, trade secrets, devices, designs,
models, methods, techniques, processes, specifications, tooling, computer programs, software code, works of authorship,
copyrighted and copyrightable works, mask works, trademarks and service marks, Internet domain names, technical and product
9
information, patents and patent applications, and any other intellectual property rights or applications, throughout the world.
“Company Intellectual Property” means any Intellectual Property created, fixed, conceived or reduced to practice, in whole or in
part, by Employee, during Employee’s employment by the Company, either alone or jointly with others, whether or not such
Intellectual Property is patentable or copyrightable, that either: (i) relates to the Company’s current or planned businesses; or (ii)
is created, fixed, conceived or reduced to practice (A) in the performance of the Employee’s duties or (B) using the Company’s
information, facilities, equipment or other assets. “Company Intellectual Property” does not include Nonassignable IP.
11. Representations.
(a) Employee represents that:
(i) Employee has had the opportunity to retain and consult with legal counsel and tax advisors of Employee’s choice
regarding the terms of this Agreement.
(ii) Subject to bankruptcy and insolvency laws and general equitable principles, this Agreement is enforceable against
Employee in accordance with its terms.
(iii) This Agreement, and the performance of Employee’s obligations hereunder, do not conflict with, violate or give rise
to any rights of other persons or entities under, any agreement, benefit plan or program, order, decree or judgment to which
Employee is a party or by which Employee is bound.
(b) The Company represents that:
(i) Subject to bankruptcy and insolvency laws and general equitable principles, this Agreement is enforceable against
the Company in accordance with its terms.
(ii) This Agreement, and the performance of the Company’s obligations hereunder, do not conflict with, violate or give
rise to any rights to other persons or entities under, any agreement, order, decree or judgment to which the Company is a party or
by which it is bound.
12. Withholding; Deductions. All compensation under this Agreement is subject to applicable tax withholding requirements
and other deductions required by law, the Company’s policies and Employee’s applicable Benefit Plan elections. Employee
agrees that the Company is entitled to deduct from monies payable and reimbursable to Employee hereunder all sums that
Employee owes the Company at any time, to the extent permitted by applicable law.
13. Section 409A.
(a) Notwithstanding any other provision of this Agreement to the contrary or otherwise, to the extent any expense,
reimbursement or in-kind benefit provided to Employee constitutes a “deferral of compensation” within the meaning of section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its implementing regulations and guidance
(collectively, “Section 409A”): (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee
during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to
Employee in any other calendar year; (ii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall
be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred;
and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other
benefit.
10
(b) For purposes of Section 409A, each payment in a series of payments provided to Employee pursuant to this Agreement
will be deemed a separate payment.
(c) Notwithstanding any other provision of this Agreement to the contrary or otherwise, any payment or benefit described
in Paragraph 7 that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to
Employee upon Employee’s “separation from service” within the meaning of Treas.Reg.§1.409A-1(h) (or any successor
regulation). 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 to payments due to Employee upon or following
Employee’s “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise applicable
plan, policy, agreement or arrangement), any such payments that are otherwise due within six (6) months following Employee’s
“separation from service” will be deferred (without interest) and paid to Employee in a lump sum immediately following that six
(6) month period. In the event Employee dies during that six (6) month period, the amounts deferred on account of
Treas.Reg.§1.409A-3(i)(2) (or any successor provision) shall be paid to the personal representatives of Employee’s estate within
sixty (60) days following Employee’s death. This provision shall not be construed as preventing payments to Employee pursuant
to Paragraph 7 in the first six (6) months following Employee’s “separation from service” equal to an amount up to two (2) times
the lesser of: (i) Employee’s annualized compensation for the year prior to the “separation from service;” and (ii) the maximum
amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code.
(d) Notwithstanding any other provision of this Agreement to the contrary or otherwise, all benefits or payments provided
by the Company to Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of
Section 409A are intended to comply with Section 409A. Notwithstanding any other provision in this Agreement to the contrary
or otherwise, distributions may only be made under this Agreement upon an event and in a manner permitted by Section 409A or
an applicable exemption.
14. Successors.
(a) If Comcast Corporation merges into, or transfers all or substantially all of its assets to, or as part of a reorganization,
restructuring or other transaction becomes a subsidiary of, another entity, such other entity shall be deemed to be the successor to
Comcast Corporation hereunder, and the term “Company” as used herein shall mean such other entity (together with its
subsidiaries) as is appropriate, and this Agreement shall continue in full force and effect.
(b) If Comcast Corporation transfers part of its assets to another entity owned directly or indirectly by the shareholders of
Comcast Corporation (or any substantial portion of them), or transfers stock or other interests in a subsidiary of Comcast
Corporation directly or indirectly to the shareholders of Comcast Corporation (or any substantial portion of them), and Employee
works for the portion of the Company or subsidiary so transferred, then the successor or continuing employer entity shall be
deemed the successor to the Company hereunder, the term “Company” as used herein shall mean such entity (together with its
subsidiaries) as is appropriate, and this Agreement shall continue in full force and effect.
15. ARBITRATION/WAIVER OF OR RIGHT TO TRIAL BY JUDGE OR JURY/CLASS ACTION WAIVER.
(a) In consideration of the mutual obligations set forth in this Agreement, the parties agree that they will comply
with and be bound by the terms of the Company’s Comcast Solutions Early Dispute Resolution Program (“Comcast
Solutions Program”) with respect to any and all Covered Claims within the meaning of the Comcast Solutions Program.
The following documents that provide detailed information about the Comcast
11
Solutions Program have been provided to you as Schedule 3 to this Agreement: (i) the Program Guide to Comcast
Solutions; and (ii) Frequently Asked Questions. In addition, page eight of the Program Guide to Comcast Solutions and
Frequently Asked Question No. 5 provide website addresses where you can access information about the applicable
dispute resolution organization (American Arbitration Association or Judicial Arbitration and Mediation Services),
which administers the arbitration proceedings under its employment claim rules/procedures. These documents are
incorporated herein by reference.
(b) AS PART OF THIS AGREEMENT, AND AS SET FORTH IN THE COMCAST SOLUTIONS PROGRAM,
THE COMPANY AND EMPLOYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER THEY, OR THEIR HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES,
SUCCESSORS OR ASSIGNS MAY HAVE, TO A TRIAL BY JURY OR IN A COURT OF LAW OR EQUITY IN ANY
LITIGATION OF COVERED CLAIMS BASED ON, ARISING FROM OR RELATING TO THIS AGREEMENT
AND/OR EMPLOYEE’S EMPLOYMENT WITH COMPANY. EMPLOYEE FURTHER WAIVES EMPLOYEE’S
RIGHT TO: (a) FILE, BRING OR MAINTAIN ANY COVERED CLAIM(S) RELATING TO THIS AGREEMENT OR
OTHERWISE COVERED UNDER THE COMCAST SOLUTIONS PROGRAM AGAINST THE COMPANY ON A
CLASS ACTION BASIS, COLLECTIVE ACTION BASIS, OR REPRESENTATIVE BASIS (WHETHER OPT-IN, OPT-
OUT OR REPRESENTATIVE); (b) SERVE OR PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY
CLASS, COLLECTIVE OR REPRESENTATIVE ACTION; OR (c) RECOVER ANY RELIEF FROM ANY CLASS,
COLLECTIVE OR REPRESENTATIVE ACTION. EMPLOYEE AGREES THAT EMPLOYEE MUST PURSUE ANY
CLAIM(S) SOLELY ON AN INDIVIDUAL BASIS THROUGH ARBITRATION UNDER THE COMCAST
SOLUTIONS PROGRAM, AND THE PARTIES FURTHER AGREE THAT NO CLASS, COLLECTIVE OR
REPRESENTATIVE ACTIONS ARE ALLOWED TO BE ARBITRATED. The parties’ mutual obligations and
agreements under this Paragraph and the Comcast Solutions Program shall survive the termination or expiration of this
Agreement, as well as the termination of Employee’s employment with the Company for any reason.
(c) An action seeking preliminary injunctive relief in aid of arbitration and/or for the maintenance of the status quo
pending arbitration, as permitted by the Comcast Solutions Program, shall be brought only in a state or federal court in
the Eastern District of Pennsylvania. Employee consents to such jurisdiction, regardless of the location of Employee’s
residence or place of business. Employee irrevocably waives any objection, including any objection to the laying of venue
or based on the grounds of forum non conveniens, which Employee may now or hereafter have, to the bringing of any
such action in such jurisdiction. Employee and the Company acknowledge and agree that any service of legal process by
mail constitutes proper legal service of process under applicable law in any such action.
16. Governing Law. This Agreement shall be interpreted and enforced in accordance with the substantive law of the
Commonwealth of Pennsylvania, without regard to any choice-of-law doctrines.
17. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given: (a) by
electronic mail or (b) by registered or certified first class mail (postage prepaid, return receipt requested) to the respective parties
at the following addresses:
if to the Company:
12
Comcast Corporation
One Comcast Center
Philadelphia, PA 19103
Attention: Chief Legal Officer
Email: corporate_legal@comcast.com
if to Employee:
Employee’s residence address or e-mail address as most recently indicated in
the Company’s records.
18. Entire Agreement. This Agreement (including Schedules 1 through 3 hereto) constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces in its entirety the Employment Agreement dated as
of December 21, 2018 between the parties, provided that any accrued rights and obligations of the parties thereunder as of the
date hereof shall be unaffected by the execution of this Agreement. In the event of any conflict between the terms of this
Agreement and the terms of any plans or policies of the Company (including the Employee Handbook), the terms of this
Agreement shall control. Employee acknowledges and agrees that if Employee and the Company (or one of its affiliates) have
entered into an Employee Assignment of Inventions and Intellectual Property Rights Agreement or similar agreement (the “IP
Agreement”) with respect to intellectual property, the provisions of the IP Agreement shall govern and control with respect to the
subject matter thereof.
19. Repayment. Notwithstanding anything to the contrary contained herein, any amounts payable to Employee during the
Term shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time
(including, without limitation, any policy adopted to comply with Rule 10D-1 of the Securities Exchange Act of 1934 (as
amended from time to time) or any related stock exchange rules).
20. Invalidity or Unenforceability. If any term or provision of this Agreement is held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue
in full force and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability)
had not been contained herein.
21. Amendments and Waivers. No amendment or waiver of this Agreement or any provision hereof shall be binding upon the
party against whom enforcement of such amendment or waiver is sought unless it is made in writing and signed by or on behalf
of such party. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be
construed as a waiver or a continuing waiver by that party of the same or any subsequent breach of any provision of this
Agreement by the other party.
22. Binding Effect; No Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns, except that (other than to effect the provisions of
Paragraph 14) it may not be assigned by either party without the other party’s written consent.
13
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first-above written.
COMCAST CORPORATION
By: /s/ Thomas J. Reid
Date: December 27, 2022
EMPLOYEE:
/s/ Michael J Cavanagh
Michael J. Cavanagh
Date: December 28, 2022
14
SCHEDULE 1 TO EMPLOYMENT AGREEMENT WITH MICHAEL J. CAVANAGH
1. Position: President and Chief Financial Officer, Comcast Corporation.
2. Base Salary. From the Commencement Date through February 28, 2023: $2,300,000; and from March 1, 2023:
$2,500,000.
3. Cash Bonus. Target bonus potential under the Cash Bonus Plan: 300% of eligible earnings (i.e., the amount of Base Salary
actually paid and/or deferred in the applicable period).
4. Base Salary and Medical, Prescription, Dental & Vision Benefits Continuation Period following Termination Without Cause
or Resignation With Good Reason: twenty-four (24) months for Base Salary and eighteen (18) months for Medical,
Prescription, Dental & Vision Benefits.
5. Restricted Stock and Stock Option Plan Grants Continued Vesting Period following Termination Without Cause or
Resignation With Good Reason: Twelve (12) months. Stock Option Plan Grants Continued Exercisability Period
following Termination Without Cause or Resignation With Good Reason: the lesser of fifteen (15) months or the end of
the stock option’s term.
15
SCHEDULE 2
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY Employee in accordance with Section 2872 of the California Labor Code that this Agreement does not
require Employee to assign or offer to assign to the Company any invention that Employee developed entirely on Employee’s
own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions
that either:
1.
2.
Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual
demonstrably anticipated research or development of the Company; or
Result from any work performed by you for the Company.
To the extent a provision in this Agreement purports to require Employee to assign an invention otherwise excluded by the
preceding paragraph, the provision is against the public policy of the State of California and is unenforceable therein.
This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United
States or any of its agencies requiring full title to such patent or invention to be in the United States.
16
Exhibit 10.16
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 6th day of January, 2023, between
COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the “Company”), and JASON S.
ARMSTRONG (“Employee”).
EMPLOYMENT AGREEMENT
BACKGROUND
Employee desires to have Employee’s employment relationship with the Company be governed by the terms and conditions of
this Agreement, which include material benefits favorable to Employee. In return for such material benefits, Employee is
agreeing to the terms and conditions contained in this Agreement, which include material obligations on Employee.
Intending to be legally bound, the Company and Employee agree as follows:
1. Position and Duties.
AGREEMENT
(a) Employee shall serve, and the Company shall employ Employee in the position set forth on Schedule 1. The position
and duties of Employee from time to time hereunder assigned by the Company will be commensurate with Employee’s
education, skills and experience.
(b) Employee shall work full-time and devote Employee’s reasonable best efforts to the business of the Company in a
manner that will further the interests of the Company. Without the prior written consent of the Company, Employee shall not
work in self-employment nor, directly or indirectly, work for or otherwise provide services to or on behalf of any person or entity,
other than the Company. Notwithstanding the foregoing, Employee may engage in non-compensatory civic and charitable
activities with the consent of the Company, which consent shall not be unreasonably withheld or delayed.
(c) The parties shall comply with all policies of the Company applicable to them, including those contained in the
Employee Handbook and the Code of Conduct.
2. Term. The term of this Agreement (the “Term”) shall be from January 6, 2023 (the “Commencement Date”) through the
first to occur of: (a) the date Employee’s employment is terminated in accordance with Paragraph 6; or (b) December 31, 2027
(the date specified in subparagraph (b) is referred to as the “Regular End Date”). Notwithstanding the end of the Term, the
Company’s obligations to make any payments expressly set forth herein to be made after the Term, and the parties’ rights and
obligations contained in Paragraphs 8, 9 and 10, shall be enforceable after the end of the Term.
3. Compensation.
(a) Base Salary. Employee’s base salary (“Base Salary”) from the Commencement Date through February 29, 2024 shall
be at the annual rate set forth on Schedule 1. Employee shall thereafter be entitled to participate in any salary increase program
offered during the Term, on a basis consistent with that applicable to other employees at Employee’s level, taking into account
Employee’s position, duties and performance. Base Salary shall not be reduced other than as part of a salary reduction program
effected on a basis consistent with that applicable to other employees at Employee’s level. Base Salary, less normal deductions,
shall be paid to Employee in accordance with the Company’s payroll practices in effect from time to time.
(b) Restricted Stock and Stock Option Grants. Continuing in 2023 and in each subsequent calendar year in the Term,
Employee shall be entitled to participate in any annual broad-based grant programs under the Company’s Restricted Stock Plan
and/or Stock Option Plan (or any successor equity-based compensation plan or plans) on a basis consistent with that applicable to
other employees at Employee’s level, taking into account Employee’s position, duties and performance.
(c) Cash Bonuses.
(i) Employee shall be entitled to participate in the Company’s Cash Bonus Plan as set forth on Schedule 1 for 2023.
Employee’s participation in such Plan will be pursuant to the terms and conditions thereof. The performance goals applicable to
such participation will be consistent with those applicable to other employees at Employee’s level, taking into account
Employee’s position and duties.
(ii) With respect to each subsequent calendar year in the Term, Employee shall be entitled to continue to participate in
the Company’s Cash Bonus Plan (or any successor performance-based cash incentive compensation plan) pursuant to the terms
and conditions thereof and on a basis consistent with that applicable to other employees at Employee’s level, taking into account
Employee’s position, duties and performance, provided that in no event will the percentage of eligible earnings target bonus
potential thereunder be less than that set forth on Schedule 1.
4. Benefit Plans and Programs. Employee shall be entitled to: (a) participate in the Company’s health and welfare and other
employee benefit plans and programs (including group insurance programs, and vacation benefits), on terms (including cost) as
are consistent with those made available to other employees at Employee’s level, taking into account Employee’s position and
duties, in accordance with the terms of such plans and programs; and (b) applicable directors and officers liability insurance and
indemnification and advancement of expenses provisions relating to claims made by third parties against Employee in
Employee’s role as a director, officer or employee) (the items listed in subparagraphs (a) and (b) collectively “Benefit Plans”).
Nothing in this Agreement shall limit the Company’s right to modify or discontinue any Benefit Plans at any time, provided no
such action may adversely affect any vested rights of Employee thereunder. The provisions of this Paragraph 4 shall not apply to
compensation and benefit plans and programs specifically addressed in this Agreement; in which case the applicable other terms
of this Agreement shall control.
5. Business Expenses. The Company shall pay or reimburse Employee for reasonable travel, lodging, meal, entertainment
and other expenses incurred by Employee in connection with the performance of Employee’s duties hereunder, upon presentation
of receipts therefor submitted to the Company on a timely basis and in accordance with the Company’s policies and practices in
effect from time to time.
2
6. Termination. During the Term, Employee’s employment, and the Company's obligations under this Agreement (excluding
any obligations the Company may have under Paragraph 7, any other obligations expressly set forth herein as surviving
termination of employment, and any obligations with respect to any vested rights of Employee under any compensation or benefit
plans or programs), shall or may be terminated, in the circumstances set forth below.
(a) Death. Employee's employment shall terminate automatically in the event of Employee’s death.
(b) Disability. The Company may terminate Employee’s employment in accordance with the provisions of applicable law,
in the event Employee becomes substantially unable to perform the essential functions of his/her position, with or without
reasonable accommodation, due to partial or total disability or incapacity resulting from a mental or physical illness, injury or
other health-related cause (“Disability”). If such termination occurs during a period where there has been at least twelve (12)
consecutive months of incapacity (or during a cumulative period where there has been at least fifty-two (52) weeks of incapacity
in any two (2) calendar year period), then such termination will be considered a “Termination Due to Disability” under the terms
of this Agreement.
(c) Termination With Cause by the Company or Resignation Without Good Reason by Employee.
(i) The Company may terminate Employee’s employment (a “Termination With Cause”) upon written notice following
its determination that Employee has committed any of the following acts: (A) conviction of or guilty/no contest plea to a felony
or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to
disqualify Employee from continued employment with Company; (B) fraud; (C) embezzlement or other misappropriation of
funds; (D) material misrepresentation with respect to the Company; (E) substantial and/or repeated failure to perform duties; (F)
gross negligence or willful misconduct in the performance of duties; (G) commission of any act or involvement in any situation,
or occurrence, whether before or during the Term, which brings Employee or the Company into widespread public disrepute,
contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or
Employee’s or the Company’s being subject to publicity for any such act or involvement; (H) material violation of the Employee
Handbook, the Code of Conduct or any other written Company policy, including, without limitation, a material violation of the
Company’s anti-harassment and anti-discrimination policies; or (I) material breach of this Agreement.
(ii) Employee may terminate Employee’s employment (a “Resignation Without Good Reason”) at any time for any
reason (or for no reason) upon twenty (20) business days prior written notice without Good Reason (as such term is defined in
subparagraph (d)(ii) below).
(d) Termination Without Cause by the Company or Resignation With Good Reason by Employee.
(i) The Company may terminate Employee’s employment (a “Termination Without Cause”) at any time for any reason
(or for no reason) upon twenty (20) business days prior written notice.
(ii) Employee may terminate Employee’s employment (a “Resignation With Good Reason”) as a result of any of the
following acts of the Company upon ten (10) business days prior written notice, provided Employee has provided the Company
such written notice within sixty (60) days of the occurrence thereof: a substantial demotion in Employee’s
3
position; or material breach of this Agreement (which, as to either such item, if capable of being cured (as reasonably determined
by the Company), shall remain uncured following ten (10) business days after written notice thereof) (“Good Reason”).
7. Payments and Other Entitlements As a Result of Termination. If, during the Term, the Employee is terminated under
Paragraph 6, Employee shall be entitled to the payments and provisions set forth below (which payments and provisions shall be
the Employee’s sole entitlements as the result of such termination):
(a) Death or Disability. Following termination due to death or Termination Due to Disability during the Term, Employee’s
estate (or Employee, if Termination Due to Disability) shall be entitled to payment of any salary earned by the Employee prior to
the termination, as well as payment of Employee’s then-current Base Salary for a period of three (3) months following the date of
termination (payable in accordance with the Company’s regular payroll practices), amounts accrued or payable under any Benefit
Plans (payable at such times as provided therein), any accrued but unused vacation time, any amounts payable for any
unreimbursed business expenses, any amount that otherwise would have been payable in the current year on account of a prior
year’s Cash Bonus Plan grant, an amount on account of the current year’s Cash Bonus Plan grant (pro-rated through the date of
termination, and calculated using actual achievement of Company-based performance goals and assuming full achievement of
Employee’s personal performance goals) (in the case of each of the last two amounts, payable at such time as otherwise
applicable absent such death or Termination Due to Disability), and any vested rights or benefits under any applicable provisions
of any other compensation or benefit program or plan or grants thereunder. Except as otherwise provided herein, any amounts
th
payable to Employee’s estate (or Employee, as applicable) pursuant to this subparagraph (a) shall be paid no later than the 45
day following the date of termination.
(b) Termination With Cause by the Company or Resignation Without Good Reason by Employee. If Employee’s
employment terminates as a result of a Termination With Cause or Resignation Without Good Reason during the Term, Employee
shall be entitled to payment of Employee’s then-current Base Salary through the date of termination (payable in accordance with
the Company’s regular payroll practices), amounts accrued or payable under any Benefit Plans (payable at such times as provided
therein), any accrued but unused vacation time, any amounts payable for any unreimbursed business expenses, and any amount
that otherwise would have been payable in the current year on account of a prior year’s Cash Bonus Plan grant (payable at such
time as otherwise applicable absent such termination). Except as otherwise provided herein, any amounts payable to Employee
pursuant to this subparagraph (b) shall be paid no later than the 45 day following the date of termination.
th
(c) Termination Without Cause by the Company or Resignation With Good Reason by Employee. If Employee’s
employment is terminated as a result of a Termination Without Cause or Resignation With Good Reason during the Term, and
subject to Paragraph 13 and to Employee’s entering into an agreement containing a release by Employee of the Company with
respect to all matters relating to Employee’s employment and the termination thereof (other than rights under this Agreement
which by their express terms continue following termination of employment and any vested rights under any compensation or
benefit plan or program or grants thereunder) within thirty (30) days following the date of termination, in a form and containing
terms as the Company customarily requires of terminated employees receiving salary continuation payments:
(i) Provided Employee is alive at the time of payment thereof, Employee shall be entitled to continue to: (A) receive
Employee’s then-current Base Salary in accordance with the Company’s regular payroll practices; and (B) participate in the
Company’s medical, prescription, dental and vision plans, with the Company continuing to cover the employer portion of the
premium cost for such benefits (if and to the extent Employee was participating in
4
such plans at the time of termination); in each case for the period of time set forth on Schedule 1 following the date of
termination. Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”)
shall run concurrently with Employee’s participation during such period of time. The payments and benefits described in this
subparagraph (i) will begin to be paid or provided as soon as administratively practicable after the release described in
subparagraph (c) above becomes irrevocable, provided that if the 30-day period described in such subparagraph begins in one
taxable year and ends in the following taxable year, such payments or benefits shall not commence until the following taxable
year.
(ii) Employee shall also receive payment of Employee’s then-current Base Salary through the date of termination
(payable in accordance with the Company’s regular payroll practices); amounts accrued or payable under any Benefit Plans
(payable at such times as provided therein); any accrued but unused vacation time; any amounts payable for any unreimbursed
business expenses; any amount that otherwise would have been payable in the current year on account of a prior year’s Cash
Bonus Plan grant (payable in accordance with the Company’s regular payroll practice for paying such year’s bonus); and a pro-
rated amount on account of the current year’s Cash Bonus Plan grant (calculated based on eligible earnings through the date of
termination, and using actual achievement of Company-based performance goals and assuming full (i.e. 100%) achievement of
Employee’s personal performance goals) (payable in accordance with the Company’s regular payroll practice for paying such
year’s bonus, including the timing thereof). Except as otherwise provided herein, any amounts payable to Employee pursuant to
this subparagraph (ii) shall be paid no later than the 45 day following the date of termination.
th
(iii) Salary continuation payments under subparagraph (i) above shall be subject to reduction in the amount of any
salary, bonus, vested equity or other compensation earned or received by Employee for services through employment or self-
employment during or on account of the period of time of salary continuation. Employee shall provide the Company with prompt
written notice of any such employment and amounts. The Company’s obligation to continue medical, prescription, dental and/or
vision benefits shall cease upon Employee’s eligibility for such benefits from any subsequent employer.
(iv) Provided Employee is alive at the time of payment, Employee shall be entitled to receive payment on account of:
(A) the current year’s Cash Bonus Plan grant, pro-rated beginning from the day following the date of termination through
December 31st of the year of termination; and (B) the following year’s Cash Bonus Plan grant, pro-rated based on the number of
days of employment in the year of termination; in each case calculated using actual achievement of Company-based performance
goals and assuming full (i.e. 100%) achievement of Employee’s personal performance goals (payable at such times as otherwise
applicable absent such termination).
(v) Provided Employee is alive at the time of vesting, Employee shall have the right to continued vesting of Stock
Option Plan and Restricted Stock Plan grants through the period of time set forth on Schedule 1, as if there had been no
termination of employment. Provided Employee is alive at the time of exercise, Employee shall have the right to exercise any
vested Stock Option Plan grants through the period of time set forth on Schedule 1.
8. Non-Solicitation; Non-Competition; Confidentiality. Employee acknowledges and agrees that: Employee’s skills,
experience, knowledge and reputation are of special, unique and extraordinary value to the Company; Employee is and will
continue to be privy to confidential and proprietary information, processes and know-how of the Company, the confidentiality of
which has significant value to the Company and its future success; and the restrictions on Employee’s activities as set forth below
are necessary to protect the value of the goodwill and other tangible and intangible assets of the Company. Based upon the
foregoing, Employee agrees as follows:
5
(a) While employed by the Company (whether during the Term or thereafter), and for a period of one year after
termination of Employee’s employment for any reason (whether during the Term or thereafter), Employee shall not, directly or
indirectly: (i) hire any employee of the Company (other than as a result of a general solicitation); (ii) solicit, induce, encourage or
attempt to influence any employee, customer, consultant, independent contractor, service provider or supplier of the Company to
cease to do business or terminate the employment or other relationship with the Company; or (iii) assist any other person or entity
in doing or performing any of the acts that Employee is prohibited from doing under subparagraphs (i) or (ii) above.
(b) (i) WHILE EMPLOYED BY THE COMPANY (WHETHER DURING THE TERM OR THEREAFTER); AND FOR
A PERIOD OF ONE YEAR AFTER A RESIGNATION WITHOUT GOOD REASON OR A TERMINATION WITH CAUSE,
IN EITHER CASE WHETHER OCCURRING DURING THE TERM OR THEREAFTER; EMPLOYEE SHALL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY ACTIVITIES ON BEHALF OF, OR BE FINANCIALLY INTERESTED
IN, A COMPETITIVE BUSINESS (AS AN AGENT, CONSULTANT, DIRECTOR, EMPLOYEE, INDEPENDENT
CONTRACTOR, OFFICER, OWNER, PARTNER, MEMBER, PRINCIPAL, SERVICE PROVIDER OR OTHERWISE). A
COMPETITIVE BUSINESS MEANS A BUSINESS (WHETHER CONDUCTED BY AN INDIVIDUAL OR ENTITY,
INCLUDING EMPLOYEE IN SELF-EMPLOYMENT) THAT IS ENGAGED IN COMPETITION, DIRECTLY OR
INDIRECTLY THROUGH ANY ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
SUCH BUSINESS, WITH ANY OF THE BUSINESS ACTIVITIES (A) CARRIED ON BY THE COMPANY OR (B) BEING
PLANNED BY THE COMPANY WITH EMPLOYEE’S PARTICIPATION.
(ii) THIS RESTRICTION SHALL APPLY IN ANY GEOGRAPHIC AREA IN THE WORLD IN WHICH THE
COMPANY CARRIES OUT BUSINESS ACTIVITIES. EMPLOYEE AGREES THAT NOT SPECIFYING A MORE LIMITED
GEOGRAPHIC AREA IS REASONABLE IN LIGHT OF THE BROAD GEOGRAPHIC SCOPE OF THE ACTIVITIES
CARRIED OUT BY THE COMPANY IN THE WORLD.
(iii) For purposes of clarification of their intent, the parties agree that subparagraph (i) above restricts Employee from
working on the account, or otherwise for the benefit, of a Competitive Business as a result of Employee’s working as an
employee, consultant or in any other capacity for an entity that provides consulting, advisory, lobbying or similar services to
other businesses.
(iv) Nothing herein shall prevent Employee from owning for investment up to one percent (1%) of any class of equity
security of an entity whose securities are traded on a national securities exchange or market. Further, nothing herein shall prevent
Employee from engaging in the practice of law.
(c) Nothing contained in this Agreement (including, without limitation, subparagraph 8(d) and Paragraph 9) or otherwise
limits Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected
from disclosure by any applicable law or privilege, to the Securities and Exchange Commission (the “SEC”), the Occupational
Safety and Health Administration (“OSHA”) or any other federal, state or local governmental agency or commission regarding
possible legal violations, without disclosure to the Company. The Company may not retaliate against Employee for any of these
activities, and nothing in this Agreement requires Employee to waive any monetary award or other payment that Employee might
become entitled to from the SEC or OSHA.
(d) Except as provided in subparagraph 8(c), during the Term and at all times thereafter, Employee shall not, directly or
indirectly, use for Employee’s personal benefit, or disclose to or use for the direct or indirect benefit of anyone other than the
Company (except as
6
may be required within the scope of Employee’s duties hereunder), any secret or confidential information, knowledge or data of
the Company or any of its employees, officers, directors or agents (“Confidential Information”). Confidential Information
includes, but is not limited to: the terms and conditions of this Agreement; sales, marketing and other business methods; policies,
plans, procedures, strategies and techniques; research and development projects and results; software and firmware; trade secrets,
know-how, processes and other intellectual property; information on or relating to past, present or prospective employees or
suppliers; and information on or relating to past, present or prospective customers, including customer lists. Notwithstanding the
foregoing, Confidential Information does not include information that: (i) is generally available to the public; or (ii) is available
to Employee on a nonconfidential basis from a source other than the Company, provided such source is not bound by a
confidentiality agreement with the Company or otherwise prohibited from transmitting such information to Employee by a
contractual, legal or fiduciary obligation. Employee agrees that Confidential Information is the exclusive property of the
Company, and agrees that, immediately upon Employee’s termination of employment for any reason (including after the Term),
Employee shall deliver to the Company all correspondence, documents, books, records, lists and other materials containing
Confidential Information that are within Employee’s possession or control, regardless of the medium in which such materials are
maintained, and Employee shall retain no copies thereof in any medium. Except as provided in subparagraph 8(c), without
limiting the generality of the foregoing, Employee agrees neither to prepare, participate in or assist in the preparation of any
article, book, speech or other writing or communication relating to the past, present or future business, operations, personnel or
prospects of the Company, nor to encourage or assist others to do any of the foregoing, without the prior written consent of the
Company (which may be withheld in the Company’s sole discretion). Nothing herein shall prevent Employee from: (A)
complying with a valid subpoena or other legal requirement for disclosure of Confidential Information, provided that, except as
provided in subparagraph 8(c), Employee shall use good faith efforts to notify the Company promptly and in advance of
disclosure if Employee believes Employee is under a legal requirement to disclose Confidential Information otherwise protected
from disclosure under this subparagraph; or (B) disclosing the terms and conditions of this Agreement to Employee’s spouse or
tax, accounting, financial or legal advisors, or as necessary to enforce this Agreement. Notwithstanding the foregoing, pursuant to
the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Employee shall not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state or local
government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by the
Company for reporting a suspected violation of law, Employee may disclose the trade secret to his or her attorney and use the
trade secret information in the court proceeding, if Employee (i) files any document containing the trade secret under seal, and
(ii) does not disclose the trade secret, except pursuant to court order.
(e) Employee acknowledges that the restrictions contained in this Paragraph 8, in light of the nature of the businesses in
which the Company is engaged and Employee’s position with the Company, are reasonable and necessary to protect the
legitimate interests of the Company, and that any violation of these restrictions would result in irreparable injury to the Company.
Employee therefore agrees that: (i) in the event of Employee’s violation of any of these restrictions, the Company shall have the
right to suspend or terminate any unaccrued payment obligations to Employee hereunder and/or Employee’s unaccrued rights
under any compensation or benefit plans or programs hereunder or thereunder (including in each case any arising following
termination of employment); and (ii) in the event of Employee’s violation or threatened violation of any of these restrictions, the
Company shall be entitled to seek from any court of competent jurisdiction: (A) preliminary and permanent injunctive relief
against Employee; (B) damages from Employee (including the Company’s reasonable legal fees and other costs and expenses);
and (C) an equitable accounting of all compensation, commissions, earnings,
7
profits and other benefits to Employee arising from such violation; all of which rights shall be cumulative and in addition to any
other rights and remedies to which the Company may be entitled as set forth herein or as a matter of law.
(f) Employee agrees that if any part of the restrictions contained in this Paragraph 8, or the application thereof, is
construed to be invalid or unenforceable, the remainder of such restrictions or the application thereof shall not be affected, and
the remaining restrictions shall have full force and effect without regard to the invalid or unenforceable portions. If any restriction
is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Employee agrees that the court
making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the
restriction shall then be enforceable in its reduced form.
(g) If Employee violates any such restrictions, the period of such violation (from the commencement of any such violation
until such time as such violation shall be cured by Employee) shall not count toward or be included in any applicable restrictive
period.
(h) Employee agrees that prior to accepting employment with any other person or entity at any time during the one-year
period following termination of employment referred to in subparagraph (b)(i) above, Employee will provide the prospective
employer with written notice of the provisions of this Paragraph 8, with a copy of such notice provided simultaneously to the
Company.
9. Non-Disparaging Statements. Except as provided in subparagraph 8(c), during the period of Employee’s employment
(whether during the Term or thereafter), and for a period of three (3) years thereafter, neither party shall disparage (directly or
indirectly; orally, in writing or otherwise), the other party or, in the case of the Company, any of its employees, officers or
directors, in any communication with or to any person or entity, including: (a) any actual or potential employer of Employee; (b)
any actual or potential employee, customer, consultant, independent contractor, investor, lender, service provider or supplier of
the Company; or (c) any media outlet. The foregoing shall not be deemed to restrict either party’s obligation to testify truthfully
in any proceeding or cooperate in any governmental investigation.
10. Company Property.
(a) To the extent any Company Intellectual Property (as defined in subparagraph (f) below) is not already owned by the
Company as a matter of law or by prior written assignment by Employee to the Company, Employee hereby assigns to Comcast
Corporation, and agrees to assign to Comcast Corporation or its designated subsidiary(ies) in the future (to the extent required),
all right, title and interest that Employee now has or acquires in the future in and to any and all Company Intellectual Property.
Employee shall further cooperate with the Company in obtaining, protecting and enforcing its interests in Company Intellectual
Property. Such cooperation shall be at the Company’s expense, and shall include, at the Company’s election, without limitation,
signing all documents reasonably requested by the Company for patent, copyright and other Intellectual Property (as defined in
subparagraph (f) below) applications and registrations, and individual assignments thereof, and providing other reasonably
requested assistance. Employee’s obligation to assist the Company in obtaining, protecting and enforcing Company Intellectual
Property rights shall continue following Employee’s employment with the Company, but the Company shall be obliged to
compensate Employee at a then prevailing reasonable consulting rate for any time spent and any out-of-pocket expenses incurred
at the Company’s request for providing such assistance. Such compensation shall be paid irrespective of, and is not contingent
upon, the substance of any testimony Employee may give or provide while assisting the Company or the outcome of any
proceeding where such testimony is given or provided.
8
(b) Employee shall use reasonable efforts to promptly disclose to the Company, or any person(s) designated by the
Company, all Intellectual Property that is created, fixed, conceived or reduced to practice by Employee, either alone or jointly
with others, during the term of Employee’s employment with the Company, whether or not patentable or copyrightable or
believed by Employee to be patentable or copyrightable, including without limitation any Intellectual Property (to be held in
confidence by the Company) that qualifies fully as a nonassignable invention under Section 2870 of the California Labor Code
(“Nonassignable IP”). If Employee contends that any such Intellectual Property qualifies as Nonassignable IP, Employee will
promptly so notify the Company, and Employee agrees to cooperate fully with a review and verification process by the Company.
In addition, Employee will promptly disclose to the Company (to be held in confidence) all patent applications filed by Employee
or on Employee’s behalf within six (6) months after termination of employment, and to cooperate fully with a review and
determination by the Company as to whether such patent applications constitute or include Company Intellectual Property.
Employee has reviewed the notification on Schedule 2 and agrees that Employee’s execution hereof acknowledges receipt of
such notification.
(c) In the event that the Company is unable for any reason whatsoever to secure Employee’s signature on any lawful and
necessary document to apply for, execute or otherwise further prosecute or register any patent or copyright application or any
other Company Intellectual Property application or registration, Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s
behalf and instead of Employee to execute and file such lawful and necessary documents and to do all other lawfully permitted
acts to further prosecute, issue and/or register patents, copyrights and any other Company Intellectual Property rights with the
same legal force and effect as if executed by Employee.
(d) To the extent any materials, including written, graphic or computer programmed materials, authored, prepared,
contributed to or written by Employee, in whole or in part, during the term of employment by the Company and relating in whole
or in part to the business, products, services, research or development of the Company qualify as “work made for hire,” as such
term is defined and used in the copyright laws of the United States, then such materials shall be done by Employee as “work
made for hire” under such law.
(e) If Employee owns or controls or has the power to grant licenses under any patents or other Intellectual Property rights
that are, during the term of Employee’s employment, incorporated in or utilized in the development, manufacture or delivery of
any of the Company’s products or services by Employee or with Employee’s knowledge, assistance, or encouragement,
Employee agrees to grant and hereby does grant to the Company a non-exclusive, royalty-free, paid-up, perpetual, irrevocable,
freely transferable and sublicensable, unrestricted worldwide license under such patents or other Intellectual Property to make,
have made, use, reproduce, display, perform, sell, offer to sell, import, export, distribute, and otherwise transfer or dispose of, all
of the Company’s products and services. The foregoing license shall extend throughout the Company’s supply and distribution
chains, and shall extend to partners of the Company (in relation to the Company’s products and services) as well.
(f) “Intellectual Property” means any and all ideas, inventions, formulae, knowhow, trade secrets, devices, designs,
models, methods, techniques, processes, specifications, tooling, computer programs, software code, works of authorship,
copyrighted and copyrightable works, mask works, trademarks and service marks, Internet domain names, technical and product
information, patents and patent applications, and any other intellectual property rights or applications, throughout the world.
“Company Intellectual Property” means any Intellectual Property created, fixed, conceived or reduced to practice, in whole or in
part, by Employee, during Employee’s employment by the Company, either alone or jointly with others, whether or not such
Intellectual Property is patentable or copyrightable, that either: (i) relates to the Company’s current or planned businesses; or (ii)
is created, fixed, conceived or reduced to practice (A) in the
9
performance of the Employee’s duties or (B) using the Company’s information, facilities, equipment or other assets. “Company
Intellectual Property” does not include Nonassignable IP.
11. Representations.
(a) Employee represents that:
(i) Employee has had the opportunity to retain and consult with legal counsel and tax advisors of Employee’s choice
regarding the terms of this Agreement.
(ii) Subject to bankruptcy and insolvency laws and general equitable principles, this Agreement is enforceable against
Employee in accordance with its terms.
(iii) This Agreement, and the performance of Employee’s obligations hereunder, do not conflict with, violate or give rise
to any rights of other persons or entities under, any agreement, benefit plan or program, order, decree or judgment to which
Employee is a party or by which Employee is bound.
(b) The Company represents that:
(i) Subject to bankruptcy and insolvency laws and general equitable principles, this Agreement is enforceable against
the Company in accordance with its terms.
(ii) This Agreement, and the performance of the Company’s obligations hereunder, do not conflict with, violate or give
rise to any rights to other persons or entities under, any agreement, order, decree or judgment to which the Company is a party or
by which it is bound.
12. Withholding; Deductions. All compensation under this Agreement is subject to applicable tax withholding requirements
and other deductions required by law, the Company’s policies and Employee’s applicable Benefit Plan elections. Employee
agrees that the Company is entitled to deduct from monies payable and reimbursable to Employee hereunder all sums that
Employee owes the Company at any time, to the extent permitted by applicable law.
13. Section 409A.
(a) Notwithstanding any other provision of this Agreement to the contrary or otherwise, to the extent any expense,
reimbursement or in-kind benefit provided to Employee constitutes a “deferral of compensation” within the meaning of section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its implementing regulations and guidance
(collectively, “Section 409A”): (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee
during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to
Employee in any other calendar year; (ii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall
be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred;
and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other
benefit.
(b) For purposes of Section 409A, each payment in a series of payments provided to Employee pursuant to this Agreement
will be deemed a separate payment.
(c) Notwithstanding any other provision of this Agreement to the contrary or otherwise, any payment or benefit described
in Paragraph 7 that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to
Employee upon Employee’s “separation from service” within the meaning of Treas.Reg.§1.409A-1(h) (or
10
any successor regulation). 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 to payments due to Employee upon or
following Employee’s “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise
applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six (6) months following
Employee’s “separation from service” will be deferred (without interest) and paid to Employee in a lump sum immediately
following that six (6) month period. In the event Employee dies during that six (6) month period, the amounts deferred on
account of Treas.Reg.§1.409A-3(i)(2) (or any successor provision) shall be paid to the personal representatives of Employee’s
estate within sixty (60) days following Employee’s death. This provision shall not be construed as preventing payments to
Employee pursuant to Paragraph 7 in the first six (6) months following Employee’s “separation from service” equal to an amount
up to two (2) times the lesser of: (i) Employee’s annualized compensation for the year prior to the “separation from service;” and
(ii) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code.
(d) Notwithstanding any other provision of this Agreement to the contrary or otherwise, all benefits or payments provided
by the Company to Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of
Section 409A are intended to comply with Section 409A. Notwithstanding any other provision in this Agreement to the contrary
or otherwise, distributions may only be made under this Agreement upon an event and in a manner permitted by Section 409A or
an applicable exemption.
14. Successors.
(a) If Comcast Corporation merges into, or transfers all or substantially all of its assets to, or as part of a reorganization,
restructuring or other transaction becomes a subsidiary of, another entity, such other entity shall be deemed to be the successor to
Comcast Corporation hereunder, and the term “Company” as used herein shall mean such other entity (together with its
subsidiaries) as is appropriate, and this Agreement shall continue in full force and effect.
(b) If Comcast Corporation transfers part of its assets to another entity owned directly or indirectly by the shareholders of
Comcast Corporation (or any substantial portion of them), or transfers stock or other interests in a subsidiary of Comcast
Corporation directly or indirectly to the shareholders of Comcast Corporation (or any substantial portion of them), and Employee
works for the portion of the Company or subsidiary so transferred, then the successor or continuing employer entity shall be
deemed the successor to the Company hereunder, the term “Company” as used herein shall mean such entity (together with its
subsidiaries) as is appropriate, and this Agreement shall continue in full force and effect.
15. ARBITRATION/WAIVER OF OR RIGHT TO TRIAL BY JUDGE OR JURY/CLASS ACTION WAIVER.
(a) In consideration of the mutual obligations set forth in this Agreement, the parties agree that they will comply
with and be bound by the terms of the Company’s Comcast Solutions Early Dispute Resolution Program (“Comcast
Solutions Program”) with respect to any and all Covered Claims within the meaning of the Comcast Solutions Program.
The following documents that provide detailed information about the Comcast Solutions Program have been provided to
you as Schedule 3 to this Agreement: (i) the Program Guide to Comcast Solutions; and (ii) Frequently Asked Questions.
In addition, page eight of the Program Guide to Comcast Solutions and Frequently Asked Question No. 5 provide website
addresses where you can access information about the applicable dispute resolution organization (American Arbitration
Association or Judicial Arbitration and Mediation Services), which administers the arbitration proceedings under its
employment claim rules/procedures. These documents are incorporated herein by reference.
11
(b) AS PART OF THIS AGREEMENT, AND AS SET FORTH IN THE COMCAST SOLUTIONS PROGRAM,
THE COMPANY AND EMPLOYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER THEY, OR THEIR HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES,
SUCCESSORS OR ASSIGNS MAY HAVE, TO A TRIAL BY JURY OR IN A COURT OF LAW OR EQUITY IN ANY
LITIGATION OF COVERED CLAIMS BASED ON, ARISING FROM OR RELATING TO THIS AGREEMENT
AND/OR EMPLOYEE’S EMPLOYMENT WITH COMPANY. EMPLOYEE FURTHER WAIVES EMPLOYEE’S
RIGHT TO: (a) FILE, BRING OR MAINTAIN ANY COVERED CLAIM(S) RELATING TO THIS AGREEMENT OR
OTHERWISE COVERED UNDER THE COMCAST SOLUTIONS PROGRAM AGAINST THE COMPANY ON A
CLASS ACTION BASIS, COLLECTIVE ACTION BASIS, OR REPRESENTATIVE BASIS (WHETHER OPT-IN, OPT-
OUT OR REPRESENTATIVE); (b) SERVE OR PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY
CLASS, COLLECTIVE OR REPRESENTATIVE ACTION; OR (c) RECOVER ANY RELIEF FROM ANY CLASS,
COLLECTIVE OR REPRESENTATIVE ACTION. EMPLOYEE AGREES THAT EMPLOYEE MUST PURSUE ANY
CLAIM(S) SOLELY ON AN INDIVIDUAL BASIS THROUGH ARBITRATION UNDER THE COMCAST
SOLUTIONS PROGRAM, AND THE PARTIES FURTHER AGREE THAT NO CLASS, COLLECTIVE OR
REPRESENTATIVE ACTIONS ARE ALLOWED TO BE ARBITRATED. The parties’ mutual obligations and
agreements under this Paragraph and the Comcast Solutions Program shall survive the termination or expiration of this
Agreement, as well as the termination of Employee’s employment with the Company for any reason.
(c) An action seeking preliminary injunctive relief in aid of arbitration and/or for the maintenance of the status quo
pending arbitration, as permitted by the Comcast Solutions Program, shall be brought only in a state or federal court in
the Eastern District of Pennsylvania. Employee consents to such jurisdiction, regardless of the location of Employee’s
residence or place of business. Employee irrevocably waives any objection, including any objection to the laying of venue
or based on the grounds of forum non conveniens, which Employee may now or hereafter have, to the bringing of any
such action in such jurisdiction. Employee and the Company acknowledge and agree that any service of legal process by
mail constitutes proper legal service of process under applicable law in any such action.
16. Governing Law. This Agreement shall be interpreted and enforced in accordance with the substantive law of the
Commonwealth of Pennsylvania, without regard to any choice-of-law doctrines.
17. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given: (a) by
electronic mail or (b) by registered or certified first class mail (postage prepaid, return receipt requested) to the respective parties
at the following addresses:
if to the Company:
Comcast Corporation
One Comcast Center
Philadelphia, PA 19103
Attention: Chief Legal Officer
Email: corporate_legal@comcast.com
if to Employee:
12
Employee’s residence address or e-mail address as most recently indicated in
the Company’s records.
18. Entire Agreement. This Agreement (including Schedules 1 through 3 hereto) constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces in its entirety the Employment Agreement dated as
of December 26, 2021 between the parties, provided that any accrued rights and obligations of the parties thereunder as of the
date hereof shall be unaffected by the execution of this Agreement. In the event of any conflict between the terms of this
Agreement and the terms of any plans or policies of the Company (including the Employee Handbook), the terms of this
Agreement shall control. Employee acknowledges and agrees that if Employee and the Company (or one of its affiliates) have
entered into an Employee Assignment of Inventions and Intellectual Property Rights Agreement or similar agreement (the “IP
Agreement”) with respect to intellectual property, the provisions of the IP Agreement shall govern and control with respect to the
subject matter thereof.
19. Repayment. Notwithstanding anything to the contrary contained herein, any amounts payable to Employee during the
Term shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time
(including, without limitation, any policy adopted to comply with Rule 10D-1 of the Securities Exchange Act of 1934 (as
amended from time to time) or any related stock exchange rules).
20. Invalidity or Unenforceability. If any term or provision of this Agreement is held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue
in full force and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability)
had not been contained herein.
21. Amendments and Waivers. No amendment or waiver of this Agreement or any provision hereof shall be binding upon the
party against whom enforcement of such amendment or waiver is sought unless it is made in writing and signed by or on behalf
of such party. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be
construed as a waiver or a continuing waiver by that party of the same or any subsequent breach of any provision of this
Agreement by the other party.
22. Binding Effect; No Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns, except that (other than to effect the provisions of
Paragraph 14) it may not be assigned by either party without the other party’s written consent.
13
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first-above written.
COMCAST CORPORATION
By: /s/ Thomas J. Reid
Date: January 7, 2023
EMPLOYEE:
/s/ Jason S. Armstrong
Jason S. Armstrong
Date: January 4, 2023
14
SCHEDULE 1 TO EMPLOYMENT AGREEMENT WITH JASON S. ARMSTRONG
1. Position: Chief Financial Officer, Comcast Corporation.
2. Base Salary: $1,800,000
3. Cash Bonus. Target bonus potential under the Cash Bonus Plan: from January 1, 2022 through the Commencement Date:
100%; and from the Commencement Date: 200%, determined on a pro rata basis based on the total amount of eligible
earnings in the applicable period and the number of days for the applicable period under each target bonus percentage
(e.g., the target annual bonus will equal the sum of each applicable bonus target percentage * (the number of days under
the applicable bonus target / 365) * the total eligible earnings actually paid and/or deferred in a calendar year).
4. Base Salary and Medical, Prescription, Dental & Vision Benefits Continuation Period following Termination Without Cause
or Resignation With Good Reason: twenty-four (24) months for Base Salary and eighteen (18) months for Medical,
Prescription, Dental & Vision Benefits.
5. Restricted Stock and Stock Option Plan Grants Continued Vesting Period following Termination Without Cause or
Resignation With Good Reason: Twelve (12) months. Stock Option Plan Grants Continued Exercisability Period
following Termination Without Cause or Resignation With Good Reason: the lesser of fifteen (15) months or the end of
the stock option’s term.
15
SCHEDULE 2
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY Employee in accordance with Section 2872 of the California Labor Code that this Agreement does not
require Employee to assign or offer to assign to the Company any invention that Employee developed entirely on Employee’s
own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions
that either:
1.
2.
Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual
demonstrably anticipated research or development of the Company; or
Result from any work performed by you for the Company.
To the extent a provision in this Agreement purports to require Employee to assign an invention otherwise excluded by the
preceding paragraph, the provision is against the public policy of the State of California and is unenforceable therein.
This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United
States or any of its agencies requiring full title to such patent or invention to be in the United States.
16
FORM OF COMCAST CORPORATION
PERFORMANCE STOCK UNIT AWARD
EXHIBIT 10.23
This Performance Stock Unit Award Agreement, dated [●] (together with all schedules hereto, this “Agreement”), is being
entered into by and between Comcast Corporation (the “Company”) and Grantee.
1.Definitions. The following terms have the meanings ascribed to them below. Capitalized terms used in this Agreement
but not defined herein have the meanings given to them in the Plan.
(a)“Account” means an unfunded bookkeeping account established pursuant to Paragraph 6(e) and maintained by
the Committee in the name of Grantee (i) to which Deferred Stock Units are deemed credited and (ii) to which an amount equal
to the Fair Market Value of Deferred Stock Units with respect to which a Diversification Election has been made and interest
thereon are deemed credited, reduced by distributions in accordance with the Plan.
(b)“Award” means the award of Performance Stock Units granted pursuant to this Agreement.
(c)“Board” means the Board of Directors of the Company.
(d)“Cause” has the meaning set forth in the Grantee’s employment agreement with the Company, or, if no such
agreement exists or has expired prior to such time, then “Cause” means (i) fraud; (ii) embezzlement or other misappropriation of
funds; (iii) gross negligence or willful misconduct in the performance of duties; (iv) self-dealing; (v) material misrepresentation
with respect to the Company; (vi) conviction of a felony; or (vii) material violation of the Employee Handbook, the Code of
Conduct or any other written Company policy.
(e) “Code” means the Internal Revenue Code of 1986, as amended.
(f)“Committee” means the Compensation Committee of the Board or its delegate.
Units to Grantee.
(g)“Date of Grant” means the date first set forth above, on which the Company awarded the Performance Stock
(h)“Deferred Stock Units” means the number of hypothetical Shares subject to an Election.
(i)“Earned PSUs” has the meaning set forth on the attached Long-Term Incentive Awards Summary Schedule.
performing services on the Vesting Date.
(j)“Employer” means the Company, the Subsidiary Company or the Affiliate of the Company for which Grantee is
Incentive Awards Summary Schedule.
(k)“Grantee” means the individual to whom this Award has been granted, as identified on the attached Long-Term
(l)“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
specific information relating to the grant and vesting of this
(m)“Long-Term Incentive Awards Summary Schedule” means the schedule attached hereto, which sets forth
Award (including the Service Condition and the Performance Condition applicable to this Award).
Schedule.
(n)“Performance Condition” has the meaning set forth on the attached Long-Term Incentive Awards Summary
Conditions granted to Grantee pursuant to this Award.
(o)“Performance Stock Units” means the Restricted Stock Units subject to Service Conditions and Performance
organization.
(p)“Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or
including any successor plan thereto), incorporated herein by reference.
(q)“Plan” means the Comcast Corporation 2002 Restricted Stock Plan (as amended from time to time and
(r) [“Pro Rata Amount” means a fraction, (i) the numerator of which is the sum of (A) the number of calendar days
elapsed during the period starting with and inclusive of [●] and ending on the effective date of the Grantee’s Termination of
Employment plus (B) the number of days of continued vesting to which Grantee is entitled upon a Termination of Employment
by the Company without Cause or by the Grantee for Good Reason (as defined in the Grantee’s employment agreement) pursuant
to the Grantee’s employment agreement (if any) (but in no event to exceed [●] days) and (ii) the denominator of which is [●].]
(s)“Retirement Termination” means Grantee’s Termination of Employment for any reason (other than (i) due to
Grantee’s death or Disability or (ii) by the applicable Participating Company for Cause) at such time when the sum of Grantee’s
age and completed Years of Service equals or exceeds [●] (provided that Grantee has at least reached age [●] and completed [●]
or more Years of Service).
(t)“Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.
(u) “Service Condition” has the meaning set forth on the attached Long-Term Incentive Awards Summary
(v)“Service Vesting Date” has the meaning set forth on the attached Long-Term Incentive Awards Summary
Schedule.
Schedule.
(w)“Shares” mean shares of the Company’s Class A Common Stock, par value $.01 per share.
(x)“Termination of Employment” means Grantee’s termination of employment with the Participating Companies.
For purposes of the Plan and this Award, Grantee’s Termination of Employment occurs on the date Grantee ceases to have a
regular obligation to perform services for the Participating Companies, without regard to whether (i) Grantee continues on the
payroll of any Participating Company for regular, severance or other pay or (ii) Grantee continues to participate in one or more
health and welfare plans maintained by any Participating Company on the same basis as active employees. Whether Grantee
ceases to have a regular obligation to perform services for the Participating Companies shall be determined by the Committee in
its sole discretion. Notwithstanding the foregoing, if Grantee is a party to an employment agreement or severance agreement with
any Participating Company which establishes the effective date of Grantee’s termination of employment for purposes of this
Award, that date shall apply.
(y)“Vesting Date” means the date(s) on which both of the Service Condition and the Performance Condition
applicable to any Performance Stock Units are satisfied (or deemed satisfied) pursuant to the terms of this Agreement (including
the Long-Term Incentive Awards Summary Schedule).
Company and the Subsidiary Companies.
(z)“Years of Service” means completed continuous years of service as reflected in the personnel records of the
(aa)“1934 Act” means the Securities Exchange Act of 1934, as amended.
2.Grant of Performance Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company
hereby grants to Grantee the Performance Stock Units, as set forth in the Long-Term Incentive Awards Summary Schedule
attached hereto. Each Performance Stock Unit represents the right to receive between [●]% and [●]% of a Share based on
achievement of the Performance Condition, as set forth in the Long-Term Incentive Awards Summary Schedule, subject to the
terms and conditions set forth herein and in the Plan, including the satisfaction of the applicable Service Condition.
3.Dividend Equivalents.
(a)The Performance Stock Units are granted with dividend equivalent rights. If the Company declares a cash
dividend on the Shares, an amount equivalent to such dividend will be credited to an unfunded bookkeeping account with respect
to each outstanding and unvested Performance Stock Unit (the “Dividend Equivalent Amount”) on the record date of such
dividend.
(b)The Dividend Equivalent Amount will be credited as cash, without interest, and will not be converted to Shares.
The Dividend Equivalent Amount will be payable in cash, but subject to and only upon the applicable Vesting Date(s) of the
underlying Performance Stock Units as determined in accordance with Paragraph 4 below, and will be cancelled and forfeited if
the underlying Performance Stock Units are cancelled or forfeited (including as a result of failing to satisfy the applicable Service
Condition or Performance Condition).
4.Vesting of Performance Stock Units.
(a)Subject to the terms and conditions set forth in this Agreement and in the Plan, the Performance Stock Units
shall vest in accordance with the terms and conditions set forth on the attached Long-Term Incentive Awards Summary Schedule;
provided that Grantee has complied with all applicable provisions of the HSR Act. As of the applicable Vesting Date, Grantee
shall be entitled to the delivery of Shares with respect to the applicable Earned PSUs.
(b)Notwithstanding anything to the contrary in this Agreement of the Plan, the Service Condition [and the
Performance Condition] applicable to the Performance Stock Units shall be deemed fully satisfied upon Grantee’s Termination of
Employment due to Grantee’s death or Disability[, and[, subject to the determination of the Committee,] [the Performance Stock
Units will remain outstanding and will vest subject to the satisfaction of the applicable Performance Condition] [or] [the Target
PSUs with a Service Vesting Date subsequent to the termination of employment, as set forth on the Long-Term Incentive Awards
Summary Schedule, will vest immediately following such Termination of Employment]; provided that Grantee has complied with
all applicable provisions of the HSR Act.
Paragraph 4(e), in the event of Grantee’s Retirement Termination,
(c) Notwithstanding anything to the contrary in this Agreement, and subject to the obligations described in
the Service Condition applicable to the Performance Stock Units shall be deemed fully satisfied and the Performance Stock Units
will remain outstanding and will vest subject to the satisfaction of the Performance Conditions, as set forth on the Long-Term
Incentive Awards Summary Schedule; provided that Grantee has complied with all applicable provisions of the HSR Act. :
(d) [Notwithstanding anything to the contrary in this Agreement, and subject to the obligations described in
Paragraph 4(e), in the event of Grantee’s Termination of Employment by the Company without Cause or by the Grantee with
Good Reason (as defined in the Grantee’s employment agreement), the Service Condition shall be deemed satisfied based on the
Pro Rata Amount and the Performance Stock Units will remain outstanding and will vest subject to the satisfaction of the
Performance Conditions, as set forth on the Long-Term Incentive Awards Summary Schedule; provided that Grantee has
complied with all applicable provisions of the HSR Act. As of the applicable Vesting Date, Grantee shall be entitled to the
delivery of a number of Shares determined by multiplying (i) the number of Earned PSUs that would have been delivered had the
Grantee remained employed through the Service Vesting Date by (ii) the Pro Rata Amount.]
(e)[[Notwithstanding Paragraph [4(c) [or 4(d)]]], the Performance Stock Units will be subject to forfeiture, as
determined by the Committee in its sole discretion, if Grantee breaches either of the following non-solicitation or non-
competition obligations during the period following Grantee’s Termination of Employment and before the applicable Vesting
Date:
employee, consultant, independent contractor, service provider or supplier of the Company or any Subsidiary Company to cease
to do business or to terminate the employment or other relationship with the Company or any Subsidiary Company.
(1) Grantee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any customer,
(2) Grantee shall not, directly or indirectly, engage or be financially interested in (as an agent, consultant,
director, employee, independent contractor, officer, owner, partner, principal or otherwise), any activities for any business
(whether conducted by an entity or individuals, including Grantee in self-employment) that is engaged in competition, directly or
indirectly through any entity controlling, controlled by or under common control with such business, with any of the business
activities carried on by the Company, any of its subsidiaries or any other business unit of the Company, or being planned by the
Company, any of its subsidiaries or any other business unit of the Company with Grantee’s knowledge at the time of Grantee’s
termination of employment. This restriction shall apply in any geographical area of the United States in which the Company
carries out business activities. Nothing herein shall prevent Grantee from owning for investment up to one percent (1%) of any
class of equity security of an entity whose securities are traded on a national securities exchange or market.]
(e) If Performance Stock Units would have vested pursuant to the Long-Term Incentive Awards Summary
Schedule or Paragraphs [4(b), [or] 4(c) [or 4(d)]], but did not vest solely because Grantee was not in compliance with all
applicable provisions of the HSR Act, then, notwithstanding anything to the contrary in this Agreement, the Vesting Date for such
Performance Stock Units shall occur on the first date following the date on which they would have been earned and become
vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraphs [4(b), [or] 4(c) [or 4(d)]] on which
Grantee has complied with all applicable provisions of the HSR Act.
5. Forfeiture of Performance Stock Units.
(a) Subject to the terms and conditions set forth in this Agreement and in the Plan, in the event of Grantee’s
Termination of Employment other than due to (i) Grantee’s death or Disability or (ii) Grantee’s Retirement Termination, Grantee
shall forfeit the Performance Stock
Units effective as of such Termination of Employment. Upon a forfeiture of the Performance Stock Units as provided in this
Paragraph 5, the Performance Stock Units shall be deemed canceled.
to which a Vesting Date has occurred.
(b) The provisions of Paragraph 5(a) shall not apply to Shares issued in respect of the Performance Stock Units as
6.Deferral Elections. Grantee may elect to defer the receipt of Shares issuable with respect to Performance Stock Units,
consistent, however, with the following:
(a) Initial Deferral Elections. Grantee shall have the right to make an Initial Deferral Election to defer the receipt
of all or a portion of the Shares issuable with respect to Performance Stock Units hereby granted by filing an Initial Deferral
Election to defer the receipt of such Shares on the form provided by the Committee for this purpose.
issuable with respect to Performance Stock Units hereby granted shall not be effective unless it is filed with the Committee on or
before [●].
(1) Deadline for Initial Deferral Election. An Initial Deferral Election to defer the receipt of Shares
(2) Deferral Period. Subject to Paragraph 6(c), all Shares issuable with respect to Performance Stock Units
that are subject to an Initial Deferral Election under this Paragraph 6(a) shall be delivered to Grantee without any legend or
restrictions (except those that may be imposed by the Committee, in its sole judgment, under Paragraph 9), on the date designated
by Grantee, which shall not be earlier than January 2 of the third calendar year beginning after the Vesting Date, nor later than
January 2 of the eighth calendar year beginning after the Vesting Date.
Vesting Date does not occur with respect to Performance Stock Units identified in such Initial Deferral Election.
(3) Effect of Failure of Vesting Date to Occur. An Initial Deferral Election shall be null and void if a
(b) Regular Deferral Elections. No Regular Deferral Election shall be effective until 12 months after the date on
which a Regular Deferral Election is filed with the Committee. Grantee shall have the right to make a Regular Deferral Election
to defer the receipt of all or a portion of the Shares issuable with respect to Restricted Stock Units hereby granted that are not
subject to an Initial Deferral Election by filing a Regular Deferral Election to defer the receipt of such Shares on the form
provided by the Committee for this purpose.
issuable with respect to Performance Stock Units hereby granted shall not be effective unless it is filed with the Committee: [●]
(1) Deadline for Regular Deferral Election. A Regular Deferral Election to defer the receipt of Shares
issuable with respect to some or all of the Performance Stock Units hereby granted, Grantee may elect to defer the distribution
date for a minimum of five years and a maximum of seven additional years from the Service Vesting Date.
(2) Deferral Period. If Grantee makes a Regular Deferral Election to defer the distribution date for Shares
Vesting Date does not occur with respect to Restricted Stock Units identified in such Initial Deferral Election.
(3) Effect of Failure of Vesting Date to Occur. A Regular Deferral Election shall be null and void if a
date on which a Subsequent Deferral Election is filed with the Committee.
(c) Subsequent Deferral Elections. No Subsequent Deferral Election shall be effective until 12 months after the
(1) If Grantee makes an Initial Deferral Election, a Regular Deferral Election or pursuant to this Paragraph
6(c)(1) makes a Subsequent Deferral Election to defer the distribution date for Shares issuable with respect to some or all of the
Performance Stock Units hereby granted, Grantee may elect to defer the distribution date for a minimum of five years and a
maximum of seven additional years from the previously-elected distribution date by filing a Subsequent Deferral Election with
the Committee on or before the close of business at least one year before the date on which the distribution would otherwise be
made.
(2) If Grantee dies before Shares subject to an Initial Deferral Election under Paragraph 6(a) are to be
delivered, the estate or beneficiary to whom the right to delivery of such Shares shall have passed may make a Subsequent
Deferral Election to defer receipt of all or any portion of such Shares for five additional years from the date delivery of Shares
would otherwise be made, provided that such Subsequent Deferral Election must be filed with the Committee at least one year
before the date on which the distribution would otherwise be made, as reflected on Grantee’s last Election.
(3) If Grantee has a Termination of Employment before Shares subject to an Initial Deferral Election, a
Regular Deferral Election or a Subsequent Deferral Election are required to be delivered, Grantee may make a Subsequent
Deferral Election to defer all or any portion of such Shares for a minimum of five years and a maximum of seven additional years
from the previously-elected distribution date. Such a Subsequent Deferral Election must be filed with the Committee at least one
year before the date on which the distribution would otherwise be made.
(d) Diversification Election. As provided in the Plan and as described in the prospectus for the Plan, a Grantee
with an Account may be eligible to make a Diversification Election on an election form supplied by the Committee for this
purpose.
(e) Book Accounts. An Account shall be established for each Grantee who makes an Initial Deferral Election.
Deferred Stock Units shall be credited to the Account as of the Date an Initial Deferral Election becomes effective. Each Deferred
Stock Unit will represent a hypothetical Share credited to the Account in lieu of delivery of the Shares to which an Initial
Deferral Election, Regular Deferral Election or a Subsequent Deferral Election applies. If an eligible Grantee makes a
Diversification Election, then to the extent an Account is deemed invested in the Income Fund, the Committee shall credit
earnings with respect to such Account at the Applicable Interest Rate.
(f) Status of Deferred Amounts. Grantee’s right to delivery of Shares subject to an Initial Deferral Election,
Regular Deferral Election or Subsequent Deferral Election, or to amounts deemed invested in the Income Fund pursuant to a
Diversification Election, shall at all times represent the general obligation of the Company. Grantee shall be a general creditor of
the Company with respect to this obligation, and shall not have a secured or preferred position with respect to such obligation.
Nothing contained in the Plan or an Award shall be deemed to create an escrow, trust, custodial account or fiduciary relationship
of any kind. Nothing contained in the Plan or an Award shall be construed to eliminate any priority or preferred position of
Grantee in a bankruptcy matter with respect to claims for wages.
(g) Non-Assignability, Etc. The right of Grantee to receive Shares subject to an Election under this Paragraph 6, or
to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall not be subject in any manner to
attachment or other legal process
for the debts of Grantee; and no right to receive Shares or cash hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment or encumbrance.
7.Nontransferability of Award. The Award and any Performance Stock Units hereunder may not be transferred or assigned
by Grantee other than by will or the laws of descent and distribution or be exercised during his life other than by Grantee or for
his benefit by his attorney-in-fact or guardian. Any attempt at assignment, transfer, pledge or disposition of any Performance
Stock Units contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Performance
Stock Units shall be null and void and without effect.
8.Notices. Any notice to the Company under this Agreement shall be made in care of the Committee at the Company’s
main office in Philadelphia, Pennsylvania. The address for Grantee to which notice, demands and other communications to be
given or delivered under or by reason of the provisions hereof shall be Grantee’s address as reflected in the Company’s personnel
records. All notices under this Agreement shall be deemed to have been given when hand-delivered or mailed, first class postage
prepaid, and shall be irrevocable once given.
9.Securities Laws. The Committee may from time to time impose any conditions on the Shares issuable with respect to
Performance Stock Units as it deems necessary or advisable to ensure that the Plan and this Award satisfies the conditions of Rule
16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.
10.Delivery of Shares; Repayment.
(a) Delivery of Shares. Except as otherwise provided in Paragraph 6, the Company shall notify Grantee that a
Vesting Date with respect to Performance Stock Units has occurred. Within ten (10) business days of a Vesting Date, the
Company shall, without payment from Grantee, satisfy its obligations to (1) pay the Dividend Equivalent Amount (if any) and (2)
deliver Shares underlying the applicable Earned PSUs by arranging for the recording of Grantee’s ownership of Shares issuable
under the Plan on a book entry recordkeeping system maintained on behalf of the Company, without any legend or restrictions,
except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 9, provided that the
Dividend Equivalent Amount (if any) will not be paid and/or Shares will not be delivered to Grantee until appropriate
arrangements have been made with the Employer for the withholding of any taxes which may be due with respect to such
payment of the Dividend Equivalent Amount and/or delivery of such Shares. The Company may condition delivery of certificates
for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the
certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares
shall be satisfied in cash, measured by the product of the fractional amount multiplied by the Fair Market Value of a Share on the
Vesting Date, as determined by the Committee.
(b) Repayment. [(1)] If it is determined by the Board that gross negligence, intentional misconduct or fraud by
Grantee caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole
discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of
the Company to do so, require repayment of Shares delivered pursuant to the vesting of the Performance Stock Units, or to effect
the cancellation of unvested Performance Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent
on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of
vesting of the Award would have been less had the financial statements been correct. In addition, to the extent that the receipt of
an Award subject to
repayment under this Paragraph 10(b) has been deferred pursuant to Paragraph 6 (or any other plan, program or arrangement 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.
[(2) Notwithstanding anything to the contrary contained herein, the Award shall be subject to any clawback or
recoupment arrangements or policies the Company has in place from time to time (including, without limitation, any policy
adopted to comply with Rule 10D-1 of the 1934 Act or any related stock exchange rules), and the Committee may, to the extent
permitted or shall, to the extent required, by applicable law and stock exchange rules or by any applicable Company policy or
arrangement, cancel or require reimbursement of the Award or any Shares issued or cash received upon vesting, exercise or
settlement of the Award or sale of Shares underlying the Award.]
11.Rights Prior to Settlement. Grantee shall not have any right as a stockholder with respect to any Shares subject to his or
her Performance Stock Unit until the Performance Stock Unit shall have been settled in accordance with the terms of the Plan and
this Agreement, and the Company shall have delivered the Shares.
12.Section 409A. Grantee understands and agrees that all payments made pursuant to this Award are intended to be
exempt and/or comply with Section 409A of the Code (together with its implement regulations and guidance, “Section 409A”),
and shall be interpreted on a basis consistent with such intent. For the avoidance of doubt, the Company makes no representations
that the payments provided pursuant this Award comply with Section 409A, and in no event will the Company be liable for any
taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
Notwithstanding anything to the contrary in this Agreement, to the extent that any Performance Stock Units are determined by
the Company to be “nonqualified deferred compensation” for purposes Section 409A, and Shares become deliverable with
respect to this Award as a result of Grantee’s Termination of Employment, such Shares will only be delivered if such Termination
of Employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) and, to the extent
compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under
Section 409A of the Code, as determined by the Company, Shares that would otherwise become deliverable upon Grantee’s
“separation from service” will be deferred (without interest) and issued to Grantee immediately following the expiration of the
six-month period measured from the date of Grantee’s separation from service.
13. Severability. If any term or provision of this Agreement is held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue in full force
and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability) had not been
contained herein.
14. Award Not to Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue
in the employment of the Company or any Subsidiary Company or Affiliate of the Company.
15.Governing Law. The validity, performance, construction and effect of this Award shall be governed by the laws of the
Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has granted this Award on the Date of Grant.
COMCAST CORPORATION
Name:
Title:
[●]
[●]
LONG-TERM INCENTIVE AWARDS SUMMARY SCHEDULE
This Long-Term Incentive Awards Summary Schedule (this “Schedule”) provides certain information related to the Performance
Stock Units Grantee was granted by the Company on the Date of Grant pursuant to the Performance Stock Unit Award
Agreement to which this Schedule is attached.
Capitalized terms that are not otherwise defined in this Schedule shall have the meanings given to them in the applicable
Performance Stock Unit Award Agreement or in the Plan.
This Schedule is intended to be, and shall at all times be interpreted as, a part of the Performance Stock Unit Award
Agreement to which it relates.
Performance Stock Unit Award
Grantee:
Date of Grant:
Common Stock:
Number of Performance Stock
Units Granted:
Vesting of Performance Stock
Units:
[●]
[●]
Comcast Corporation Class A Common Stock
[●] Performance Stock Units (“Target PSUs”)
The Performance Stock Units will vest upon the satisfaction of both of the Service
Condition and the Performance Condition applicable to the Performance Stock Units, as
set forth in more detail below.
The satisfaction of the “Performance Condition” will be determined as follows:
Performance Condition:1
[The number of Performance Stock Units earned and eligible to vest and convert to
Shares (the “Earned PSUs”) will be equal to (i) the number of Target PSUs multiplied by
(ii) the [Final][●] Performance Goal Achievement Percentage.]
1 The performance goals may be any financial, operational or shareholder return metrics (or any combination thereof) determined by the Board or
the Committee, and may be measured on an absolute and/or relative basis.
[[●] Performance Goal
Achievement Percentage][●]:]
[[●]% of the Target PSUs are subject to the [●] Performance Goal [and [●]% of the Target
PSUs are subject to the [●] Performance Goal.]]
[[●] Performance Goal]
[The “[●] Performance Goal Achievement Percentage” will be [determined based on
the level of achievement of [●],] determined as follows (provided that there will be
straight-line interpolation to derive the [●] Performance Goal Achievement Percentage
not expressly set forth below):
[●]
[[●] Performance Goal]
[The “[●] Performance Goal Achievement Percentage” will be [determined based on
the level of achievement of [●],] determined as follows (provided that there will be
straight-line interpolation to derive the [●] Performance Goal Achievement Percentage
not expressly set forth below):
[●]]
[[●][TSR] Modifier Performance
Goal Achievement Percentage:]
[The “[●][TSR] Modifier Performance Goal Achievement Percentage” will be
[determined based on the level of achievement of [●][TSR],] determined as follows
[(provided that there will be straight-line interpolation to derive the [●][TSR] Modifier
Performance Goal Achievement Percentage not expressly set forth below)]:
[●]]
[[Final] Performance Achievement
Percentage:]
[The “[Final] Performance Achievement Percentage” means [●][the [mathematical
average] of [(i) the [●] Performance Goal Achievement Percentage[,][and] (ii) the [●]
Performance Goal Achievement Percentage [and (iii) the [●][TSR] Modifier Performance
Goal Achievement Percentage]]].]
[Performance Period[s]:]
[The “Performance Period” means the [●][the period beginning [●] and ending [●].]
Service Condition:
Except as otherwise provided in Paragraph 4 of Performance Stock Unit Award
Agreement, Grantee will satisfy the “Service Condition” applicable to the Earned PSUs
on [each of] the date[s] set forth below ([each, a][the] “Service Vesting Date”), subject to
Grantee’s continued employment through the applicable Service Vesting Date[s]:
Definitions:
[“Adjusted EBITDA” means [●].]
[●]
[“[Adjusted] EPS” [●].]
[“[Adjusted] ROIC” means [●].]
[“TSR” means [●].]
[●]
Exhibit 10.24
COMCAST CORPORATION
NON-QUALIFIED PERFORMANCE STOCK OPTION AWARD AGREEMENT
This Non-Qualified Performance Stock Option Award Agreement dated [●] (together with all schedules hereto,
this “Agreement”) is being entered into by and between Comcast Corporation, a Pennsylvania corporation (including any
successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise) (the “Company”)
and [●] (the “Grantee”).
1. Definitions. The following terms have the meanings ascribed to them below. Capitalized terms used in this Agreement but
not defined herein have the meanings given to them in the Plan.
(a) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is
controlled by, 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 the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
(b) “Board” means the board of directors of the Company.
(c) “Cause” has the meaning given to such term or a similar term in the Grantee’s employment agreement with the
Company, or, if no such agreement exists or has expired prior to such time, then “Cause” means: (A) conviction of or
guilty/no contest plea to a felony or a crime involving moral turpitude, the nature and circumstances of which are
determined in the Company’s discretion to disqualify Employee from continued employment with Company; (B) fraud;
(C) embezzlement or other misappropriation of funds; (D) material misrepresentation with respect to the Company; (E)
substantial and/or repeated failure to perform duties; (F) gross negligence or willful misconduct in the performance of
duties; (G) commission of any act or involvement in any situation, or occurrence, which brings Employee or the Company
into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant
portion of the community, or Employee’s or the Company’s being subject to publicity for any such act or involvement; or
(H) material violation of the Employee Handbook, the Code of Conduct or any other written Company policy, including,
without limitation, a material violation of the Company’s anti-harassment and anti-discrimination policies.
(d) “Change in Control” means “Change in Control” as defined in the Plan.
(e) “Closing” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of,
Paragraph 11 hereof.
(f) “Closing Date” means the date of the Closing.
(g) “Code” means the Internal Revenue Code of 1986, as amended.
(h) “Committee” means those members of the Board who have been designated pursuant to the Plan to act in that
capacity.
(i) “Common Stock” means the Company’s Class A Common Stock, par value, $.01 per share.
(j) “Company Group” means the Company and each of its Subsidiaries.
(k) “Date of Exercise” means the date on which the notice required by Paragraph 7 hereof is delivered to the Company,
in the form and in such manner as provided by the Committee from time to time.
(l) “Date of Grant” means the date first set forth in the Long-Term Incentive Award Summary Schedule.
(m) “Disability” means a disability within the meaning of section 22(e)(3) of the Code.
(n) “Earned Options” has the meaning set forth on the attached Long-Term Incentive Awards Summary Schedule.
(o) “Expiration Date” means the earliest of the following:
(1) If the Grantee’s Termination of Employment is for Cause, the date of such Termination of Employment;
(2) If the Grantee’s Termination of Employment is without Good Reason, the 90th day following the date of
Termination of Employment;
(3) Subject to cancellation by the Committee pursuant to Paragraph 3(e), following the Grantee’s Termination of
Employment (other than for Cause or without Good Reason), the day before the tenth anniversary of the Date of Grant;
or
(4) The day before the tenth anniversary of the Date of Grant.
(p) “Fair Market Value” means the Fair Market Value of a Share, as determined pursuant to the Plan.
(q) “Good Reason” has the meaning given to such term or a similar term in the Grantee’s employment agreement with
the Company, or, if no such agreement exists or has expired prior to such time, then “Good Reason” means (i) a substantial
demotion in Grantee’s position or (ii) a material breach of this Agreement of any employment agreement between the
Grantee and the Company (which, as to either such item, if capable of being cured (as reasonably determined by the
Company), shall remain uncured following ten (10) business days after written notice thereof).
(r) “HSR” means the Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended.
(s) “Long-Term Incentive Awards Summary Schedule” means the schedule attached hereto, which sets forth specific
information relating to the grant, vesting and exercise of the Performance Stock Option.
(t) “Maximum Options Shares” has the meaning set forth on the attached Long-Term Incentive Awards Summary
Schedule.
(u) “Option Price” means the per Share exercise price of the Performance Stock Option, as calculated pursuant to the
Plan and set forth on the attached Long-Term Incentive Awards Summary Schedule.
-2-
(v) “Performance Condition” has the meaning set forth on the attached Long-Term Incentive Awards Summary Schedule.
(w) “Performance Stock Option” means the non-qualified stock option subject to Service Conditions and Performance
Conditions granted to Grantee pursuant to this Agreement.
(x) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.
(y) “Plan” means the Comcast Corporation 2003 Stock Option Plan (as amended from time to time and including any
successor plan thereto) incorporated herein by reference.
(z) “Pro Rata Amount” means a fraction, (i) the numerator of which is the sum of (A) the number of calendar days
elapsed during the period starting with and inclusive of [●] and ending on the effective date of the Grantee’s Termination
of Employment plus (B) the number of days of continued vesting to which Grantee is entitled upon a Termination of
Employment by the Company without Cause or by the Grantee for Good Reason (but in no event to exceed [●] days) and
(ii) the denominator of which is [●].
(aa) “Service Condition” has the meaning set forth on the attached Long-Term Incentive Awards Summary Schedule.
(bb) “Service Vesting Date” has the meaning set forth on the attached Long-Term Incentive Awards Summary Schedule.
(cc) “Shares” mean the total number of shares of Common Stock, which are the subject of the Performance Stock Option
hereby granted, as set forth on the attached Long-Term Incentive Awards Summary Schedule.
(dd) “Subsidiary” means any business entity that, at the time in question, is a subsidiary of the Company within the
meaning of section 424(f) of the Code.
(ee) “Terminating Event” means any of the following events:
(1) the liquidation of the Company; or
(2) a Change in Control.
(ff) “Termination of Employment” means the Grantee’s termination of employment with the Company Group. For
purposes of the Plan and this Agreement, the Grantee’s Termination of Employment occurs on the date the Grantee ceases
to have a regular obligation to perform services for the Company Group, without regard to whether (i) the Grantee
continues on the payroll of the Company for regular, severance or other pay or (ii) the Grantee continues to participate in
one or more health and welfare plans maintained by the Company Group on the same basis as active employees. Whether
the Grantee ceases to have a regular obligation to perform services for the Company Group shall be determined by the
Committee in its sole discretion. Notwithstanding the foregoing, if the Grantee is a party to an employment agreement or
severance agreement with the Company which establishes the effective date of the Grantee’s termination of employment
for purposes of this Agreement, that date shall apply.
-3-
(gg) “Third Party” means any Person other than a member of the Company Group, together with such Person’s
Affiliates, provided that the term “Third Party” shall not include the Company Group or an Affiliate of the Company
Group.
(hh) “1933 Act” means the Securities Act of 1933, as amended.
(ii) “1934 Act” means the Securities Exchange Act of 1934, as amended.
2. Grant of Performance Stock Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to the Grantee the Performance Stock Option to purchase any or all of the Shares, subject to the terms and conditions set
forth in this Agreement and the Plan. Each Performance Stock Option represents the right to purchase between [●]% and [●]% of
the Shares based on achievement of the Performance Condition, as set forth in the Long-Term Incentive Awards Summary
Schedule, subject to the terms and conditions set forth in this Agreement and the Plan, including the satisfaction of the applicable
Service Condition. For the avoidance of doubt, the maximum number of Shares the Grantee may purchase pursuant to this award
of Performance Stock Options shall in no event exceed the Maximum Option Shares.
3. Time of Exercise of Performance Stock Options.
(a) Subject to the terms and conditions set forth in this Agreement and in the Plan, the Performance Stock Option shall
vest in accordance with the terms and conditions set forth on the attached Long-Term Incentive Awards Summary
Schedule. The Performance Stock Option will become exercisable with respect to the Earned Options on the Service
Vesting Date, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely.
(b) Notwithstanding anything to the contrary in this Agreement or the Plan, in the event of Grantee’s Termination of
Employment due to Grantee’s death, the Service Condition and the Performance Condition applicable to the Performance
Stock Option shall be deemed satisfied (with achievement of the Performance Conditions deemed achieved at the target
performance levels) and the Performance Stock Option shall be exercisable as of the Grantee’s Termination of
Employment and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely.
(c) Notwithstanding anything to the contrary in this Agreement or the Plan, in the event of Grantee’s Termination of
Employment due to Grantee’s Disability, the Service Condition applicable to the Performance Stock Units shall be deemed
fully satisfied as of the date of such Termination of Employment, and the Performance Stock Option will remain
outstanding and eligible to vest and become exercisable on the Service Vesting Date, subject to the satisfaction of the
Performance Conditions as set forth on the Long-Term Incentive Awards Summary Schedule. The Performance Stock
Option will become exercisable with respect to the Earned Options on the Service Vesting Date, and shall remain
exercisable until the Expiration Date, when the right to exercise shall terminate absolutely.
(d) Notwithstanding anything to the contrary in this Agreement or the Plan, and subject to the obligations described in
Paragraph 3(e), in the event of Grantee’s Termination of Employment by the Company without Cause or by the Grantee
with Good Reason, the Service Condition shall be deemed satisfied based on the Pro Rata Amount and the Performance
Stock Option will and remain outstanding and eligible to vest and become exercisable on the Service Vesting Date, subject
to the satisfaction of the Performance Conditions as set forth on the Long-Term Incentive Awards Summary Schedule. As
of the Service Vesting Date, Grantee shall be entitled to the exercise the
-4-
Performance Stock Option with respect to a number of Shares determined by multiplying (i) the number of Earned Options
that would have been exercisable had the Grantee remained employed through the Service Vesting Date by (ii) the Pro
Rata Amount. Subject to the obligations described in Paragraph 3(e), the Performance Stock Option shall remain
exercisable as to the number of Shares determined in accordance with the previous sentence until the Expiration Date,
when the right to exercise shall terminate absolutely.
(e) Notwithstanding the foregoing, the Performance Stock Option will be subject to cancellation by the Committee, in its
sole discretion, if the Grantee breaches either of the following non-solicitation or non-competition obligations during the
period following the Grantee’s Termination of Employment in which the Performance Stock Option remains exercisable
by the Grantee pursuant to the terms of this Agreement:
(1) The Grantee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any customer,
employee, consultant, independent contractor, service provider or supplier of the Company Group to cease to do
business or to terminate the employment or other relationship with the Company Group.
(2) The Grantee shall not, directly or indirectly, (A) engage or be financially interested in (as an agent, consultant,
director, employee, independent contractor, officer, owner, partner, principal or otherwise), any activities for any
business (whether conducted by an entity or individuals, including the Grantee in self- employment) that is engaged
in competition, directly or indirectly through any entity controlling, controlled by or under common control with such
business, with any of the business activities carried on by the Company, any of its subsidiaries or any other business
unit of the Company, or being planned by the Company, any of its subsidiaries or any other business unit of the
Company with the Grantee’s knowledge at the time of the Grantee’s termination of employment (each a, “Competitive
Business”) or (B) work in the Grantee’s profession (whether or not for a Competitive Business); provided that nothing
in this Paragraph 3(e)(2) shall prevent the Grantee from engaging in the practice of law. This restriction shall apply in
any geographical area of the United States in which the Company Group carries out business activities. Nothing herein
shall prevent the Grantee from owning for investment up to one percent (1%) of any class of equity security of an entity
whose securities are traded on a national securities exchange or market.
(f) If the Performance Stock Option remains unexercised immediately before the time at which the Performance Stock
Option is scheduled to expire in accordance with the rules of the Plan and this grant document, the Earned Options shall
be deemed automatically exercised in accordance with Paragraph 7(h)(ii) of the Plan immediately before the time at
which the Performance Stock Option is scheduled to expire, if the Performance Stock Option satisfies the following
conditions:
(1) The Performance Stock Option is covered by a then current registration statement or a Notification under
Regulation A under the 1933 Act.
(2) The last reported sale price of a Share on the principal exchange on which Shares are listed on the date of
determination, or if such date is not a trading day, the last preceding trading day, exceeds the Option Price by such
amount as may be determined by the Committee or its delegate from time to time. Absent a contrary
determination, such excess per Share shall be $0.01.
(3) The Grantee to whom such Performance Stock Option has been granted has not terminated employment for
Cause, and, immediately before the time at which such
-5-
Performance Stock Option is scheduled to expire, there is no basis for a termination of employment for Cause.
A Performance Stock Option subject to this Paragraph 3(f) shall be exercised via cashless exercise, such that subject to
the other terms and conditions of the Plan, following the date of exercise, the Company shall deliver to the Grantee Shares
having a value, at the time of exercise, equal to the excess, if any, of (A) the value of such Shares based on the last
reported sale price of such Shares on the principal exchange on which Shares are listed on the date of determination, or if
such date is not a trading day, the last preceding trading date, over (B) the sum of (1) the aggregate Option Price for such
Shares, plus (2) the applicable tax withholding amounts (as determined pursuant to Paragraph 15 of the Plan) for such
exercise; provided that, in connection with such cashless exercise that would not result in the issuance of a whole number
of Shares, the Company shall pay cash in lieu of any fractional Share.
4. Forfeiture of Performance Stock Units. Subject to the terms and conditions set forth in this Agreement and in the Plan, in the
event of Grantee’s Termination of Employment, Grantee shall forfeit the Performance Stock Options that will not become
exercisable pursuant to Paragraph 3, effective as of such Termination of Employment. Upon a forfeiture of the Performance
Stock Options as provided in this Paragraph 4, the Performance Stock Options shall be deemed forfeited and canceled.
5. Terminating Event.
(a) The Company shall give the Grantee at least thirty (30) days’ notice (or, if not practicable, such shorter notice as
may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. Upon receipt of
such notice, and for a period of ten (10) days thereafter (or such shorter period as the Board shall reasonably determine
and so notify the Grantee), the Grantee shall be permitted to exercise the Performance Stock Option to the extent the
Performance Stock Option is then exercisable; provided that the Company may, by similar notice, require the Grantee to
exercise the Performance Stock Option, to the extent the Performance Stock Option is then exercisable, or to forfeit the
Performance Stock Option (or portion thereof, as applicable). Upon the close of the period described in this
Paragraph 5(a) during which an Performance Stock Option may be exercised in connection with a Terminating Event,
such Performance Stock Option (including such portion thereof that is not exercisable) shall terminate to the extent that
such Performance Stock Option has not theretofore been exercised.
(b) Notwithstanding Paragraph 5(a), in the event the Terminating Event is not consummated, the Performance Stock
Option shall be deemed not to have been exercised and shall be exercisable thereafter to the extent it would have been
exercisable if no such notice had been given.
6. Payment for Shares. Full payment for Shares purchased upon the exercise of the Earned Options shall be made at the election
of the Grantee by one of the following methods:
(a) via cashless exercise, such that subject to the other terms and conditions of this Agreement and the Plan, the
Company shall deliver to the Grantee Shares having a Fair Market Value, as of the Date of Exercise, equal to the excess,
if any, of (a) the Fair Market Value of such Shares on the Date of Exercise of the Earned Options over (b) the sum of
(i) the aggregate Option Price for such Shares, plus (ii) the applicable tax withholding amounts (as determined pursuant to
Paragraph 17 of this Agreement and Paragraph 15(b) of the Plan) for such exercise; provided that, in connection with a
-6-
cashless exercise that would not result in the issuance of a whole number of Shares, the Company shall withhold cash that
would otherwise be payable to the Grantee from its regular payroll or the Grantee shall deliver cash or a certified check
payable to the order of the Company for the balance of the option price for a whole Share to the extent necessary to avoid
the issuance of a fractional Share or the payment of cash by the Company; or
(b) via Grantee delivering cash or a certified check payable to the order of the Company for the sum of (i) the aggregate
Option Price for such Shares, plus (ii) the applicable tax withholding amounts (as determined pursuant to Paragraph 17 of
this Agreement and Paragraph 15(b) of the Plan) for such exercise.
7. Manner of Exercise. The Performance Stock Option shall be exercised by giving written notice of exercise in accordance
with the manner prescribed by the Committee. Such notice shall be irrevocable once given. Such notice shall be accompanied by
a statement that Grantee is in compliance with all applicable provisions of HSR, if requested by the Committee.
8. Restrictions on Sale of Shares. Notwithstanding anything to the contrary in this Agreement or the Plan, any Shares delivered
to the Grantee pursuant to the exercise of Earned Options shall not be sold, transferred, assigned, alienated, disposed,
hypothecated, conveyed, pledged or encumbered in any manner whatsoever, by Grantee (or, if applicable, the Grantee’s estate or
beneficiaries) prior to the tenth anniversary of the Date of Grant of the Performance Stock Option.
9. Nontransferability of Performance Stock Option. The Performance Stock Option may not be transferred or assigned by the
Grantee otherwise than by will or the laws of descent and distribution or be exercised during his life other than by the Grantee or
for his benefit by his attorney-in-fact or guardian. Any attempt at assignment, transfer, pledge or disposition of the Performance
Stock Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Performance
Stock Option shall be null and void and without effect. Any exercise of the Performance Stock Option by a person other than the
Grantee shall be accompanied by appropriate proofs of the right of such person to exercise the Performance Stock Option.
10. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Performance Stock
Option as it deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act or the 1934 Act,
including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification
of Shares issuable on the exercise of the Performance Stock Option upon any securities exchange or under any federal or state
law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the
purchase of such Shares, the Company shall not be obligated to issue or deliver the certificates representing the Shares otherwise
issuable on the exercise of the Performance Stock Option unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the
Company may cause a legend to be placed on such Shares calling attention to the fact that they have been acquired for investment
and have not been registered.
11. Issuance of Certificate at Closing. Subject to the provisions of this Paragraph 11, the Closing Date shall occur as promptly
as is feasible after the exercise of the Performance Stock Option. Subject to the provisions of Paragraphs 10 and 13 hereof, a
certificate for the Shares issuable on the exercise of the Performance Stock Option shall be delivered to the Grantee or to his
personal representative, heir or legatee at the Closing.
-7-
12. Repayment. Notwithstanding anything to the contrary contained herein, the Performance Stock Option shall be subject to
any clawback or recoupment arrangements or policies the Company has in place from time to time (including, without limitation,
any policy adopted to comply with Rule 10D-1 of the 1934 Act or any related stock exchange rules), and the Committee may, to
the extent permitted or shall, to the extent required, by applicable law and stock exchange rules or by any applicable Company
policy or arrangement, (i) cancel or require reimbursement of any Shares issued or cash received upon the exercise of the
Performance Stock Option or sale of Shares underlying such option and (ii) effect the cancellation of Earned Options or unvested
Performance Stock Options.
13. Rights Prior to Exercise. The Grantee shall not have any right as a stockholder with respect to any Shares subject to his
Performance Stock Options until the Performance Stock Option shall have been exercised in accordance with the terms of the
Plan and this Agreement and the Company shall have delivered the Shares. In the event that the Grantee’s Termination of
Employment is for Cause, upon a determination by the Committee, the Grantee shall automatically forfeit all Shares otherwise
subject to delivery upon exercise of an Performance Stock Option but for which the Company has not yet delivered the Shares.
14. Status of Performance Stock Option; Interpretation. The Performance Stock Option is intended to be a non-qualified stock
option. Accordingly, it is intended that the transfer of property pursuant to the exercise of the Performance Stock Option be
subject to federal income tax in accordance with section 83 of the Code. The Performance Stock Option is not intended to qualify
as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision
of this Performance Stock Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall
be consistent with the intention expressed in this Paragraph 14.
15. Performance Stock Option Not to Affect Employment. The Performance Stock Option granted hereunder shall not confer
upon the Grantee any right to continue in service as an employee, officer or director of the Company or any subsidiary of the
Company.
16. Miscellaneous.
(a) The address for the Grantee to which notice, demands and other communications to be given or delivered under or
by reason of the provisions hereof shall be the Grantee’s address contained in the Company’s personnel records, or such
other address as the Grantee may provide to the Company by written notice.
(b) This Agreement may be executed in one or more counterparts all of which taken together will constitute one and the
same instrument.
(c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.
(d) If any term or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other term or provision hereof and this Agreement shall continue in full force and
effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability) had not
been contained herein.
(e) The Grantee hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of
the Commonwealth of Pennsylvania and of the United States of America, in each case located in Philadelphia,
Pennsylvania, for any
-8-
actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby
(“Litigation”) and agrees not to commence any Litigation except in any such court, and further agrees that service of
process, summons, notice or document by U.S. registered mail to his respective address shall be effective service of
process for any Litigation brought against him in any such court. Each party hereby irrevocably and unconditionally
waives any objection to the laying of venue of any Litigation in the courts of the Commonwealth of Pennsylvania or of
the United States of America, in each case located in Philadelphia, Pennsylvania, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that any Litigation brought in any such court
has been brought in an inconvenient forum.
17. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the
exercise of the Performance Stock Option, the Company shall have the right to (a) withhold Shares subject to the Grantee’s
exercise of the Performance Stock Option as provided in Paragraph 6 of the Agreement and Paragraph 15(b) of the Plan,
(b) require the Grantee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (c) take whatever action it deems
necessary to protect its interests with respect to tax liabilities.
18. HSR. To the extent necessary to comply with the filing requirements under HSR, Grantee agrees to take any and all
necessary actions to arrange for and complete the immediate and automatic sale of the Shares acquired upon the exercise of the
Option covered by this Agreement.
-9-
IN WITNESS WHEREOF, the Company has granted this Agreement on the day and year first above written.
COMCAST CORPORATION
BY: [●]
Title: [●]
-10-
LONG-TERM INCENTIVE AWARDS SUMMARY SCHEDULE
This Long-Term Incentive Awards Summary Schedule (this “Schedule”) provides certain information related to the Performance
Stock Option granted to Grantee by the Company on the Date of Grant pursuant to the Non-Qualified Performance Stock Option
Award Agreement to which this Schedule is attached.
Capitalized terms that are not otherwise defined in this Schedule shall have the meanings given to them in the applicable Non-
Qualified Performance Stock Option Award Agreement or in the Plan.
This Schedule is intended to be, and shall at all times be interpreted as, a part of the Non-Qualified Performance Stock
Option Award Agreement to which it relates.
Performance Stock Option Award
Grantee:
Date of Grant:
Exercise Price:
Common Stock:
Number of Performance Stock
Options Granted:
Maximum Option Shares:
Vesting of Performance Stock
Options:
1
Performance Condition:
[●]
[●]
[●]
Comcast Corporation Class A Common Stock
[●] Performance Stock Options (“Target Options”)
The maximum number of Shares that may be purchased under this award of Performance
Stock Options will in no event exceed [●] Shares (subject to adjustment in accordance
with Paragraph 10 of the Plan) (which represents [●] % of the Shares underlying the
Target Options, assuming Performance Goal Achievement at the maximum performance
level) (the “Maximum Option Shares”).
The Performance Stock Options will vest upon the satisfaction of both of the Service
Condition and the Performance Condition applicable to the Performance Stock Options,
as set forth in more detail below.
The satisfaction of the “Performance Condition” will be determined as follows:
The number of Performance Stock Options earned and eligible to vest and become
exercisable, as finally determined pursuant to this Schedule (the “Earned Options”),
will be equal to (i) the number of Target Options multiplied by (ii) the Performance Goal
Achievement Percentage.
1
The performance goals may be any financial, operational or shareholder return metrics (or any combination thereof) determined by the Board or
the Committee, and may be measured on an absolute and/or relative basis.
-11-
[●] Performance Goal
Achievement Percentages:
Performance Period:
Service Condition:
Definitions:
[●] Performance Goal
The “Performance Goal Achievement Percentage” will be determined as follows
(provided that there will be straight-line interpolation to derive the Performance Goal
Achievement Percentage not expressly set forth below):
[●]
For the avoidance of doubt, in no event will the Performance Goal Achievement
Percentage exceed [●]%.
The “Performance Period” means the period beginning [●] and ending [●].
Except as otherwise provided in Paragraph 3 of Performance Stock Option Award
Agreement, Grantee will satisfy the “Service Condition” applicable to the Earned
Options on [●] (the “Service Vesting Date”), subject to Grantee’s continued
employment through the Service Vesting Date.
“Average Annual Growth in FCF per Share” means [●]
“Ending Company FCF per Share” means [●].
“Free Cash Flow per Share” means [●]
“Growth in FCF per Share” means [●]
“Starting Company FCF per Share” means [●]
-12-
Exhibit 10.27
FOURTH AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
dated April 15, 2022 and effective December 15, 2021
among
ATAIROS GROUP, INC.,
as the Company,
COMCAST AG HOLDINGS, LLC,
as a Shareholder,
ATAIROS PARTNERS, L.P.,
as a Shareholder,
ATAIROS MANAGEMENT, L.P.,
as the Manager,
and
solely for purposes of the Comcast Provisions,
COMCAST CORPORATION
TABLE OF CONTENTS
ARTICLE 1 Definitions
Section 1.01. Definitions.
Section 1.02. Other Definitional and Interpretative Provisions.
ARTICLE 2 Purposes; Investments; Debt; Issuance of Company Securities
Section 2.01. Business Purpose.
Section 2.02. Investments.
Section 2.03. Temporary Investment of Funds.
Section 2.04. Original Issuance of Company Securities.
ARTICLE 3 Management of the Company; the Manager
Section 3.01. Management Generally.
Section 3.02. Memorandum and Articles of Association Provisions.
Section 3.03. The Manager.
Section 3.04. Cause Event.
ARTICLE 4 Consent Rights
Section 4.01. Actions Requiring Consent.
Section 4.02. Further Agreements with Respect to Actions Requiring Consent.
Section 4.03. Core Business Determination.
ARTICLE 5 Restrictions on Transfer
Section 5.01. General Restrictions on Transfer.
Section 5.02. Legends.
Section 5.03. Restrictions on Transfers; Comcast Permitted Transferees.
ARTICLE 6 Capital Commitments and Capital Contributions
Section 6.01. Capital Commitments.
Section 6.02. Drawdowns.
Section 6.03. Reinvestment.
ARTICLE 7 Expenses
Section 7.01. Definition and Payment of Manager Expenses.
Section 7.02. Definition and Payment of Company Expenses.
ARTICLE 8 Distributions; Allocations; Capital Accounts
Section 8.01. Distributions Generally.
Section 8.02. Distributions of Proceeds of Investments.
Section 8.03. Other Provisions Applicable to Distributions.
Section 8.04. Tax Distributions.
Section 8.05. Other General Principles of Distribution.
Section 8.06. Capital Account.
Section 8.07. Allocations.
Section 8.08. Special Allocations.
i
Page
2
2
18
19
19
19
20
21
22
22
22
22
23
24
24
26
26
27
27
27
28
31
31
32
33
34
34
34
35
35
35
37
39
39
42
43
44
Section 8.09. Revaluations.
Section 8.10. Tax Allocations.
Section 8.11. Change in Interests During a Tax Year.
ARTICLE 9 Right of First Offer
Section 9.01. Right of First Offer.
ARTICLE 10 Certain Covenants and Agreements
Section 10.01. Confidentiality.
Section 10.02. Reports.
Section 10.03. Other Information and Assistance.
Section 10.04. Conflicting Agreements.
Section 10.05. Business Opportunity.
Section 10.06. Indemnification; Exculpation; Advancement of Expenses.
Section 10.07. Co-Investors.
Section 10.08. Additional Comcast Rights.
Section 10.09. Advisory Board.
Section 10.10. Comcast Executive Committee.
Section 10.11. Administrative Services.
Section 10.12. Non-solicitation; Non-hire.
Section 10.13. Accountants.
Section 10.14. FCC Order.
Section 10.15. Non-Affiliation of Comcast and the Company.
Section 10.17. Manager and ManagementCo Shareholder Actions Requiring Consent.
Section 10.18. Exclusivity.
Section 10.19. Certain Tax Matters.
Section 10.20. Tax Year.
Section 10.21. Portfolio Company Debt.
Section 10.22. Comcast Securities.
ARTICLE 11 Winding-Up and Dissolution of the Company
Section 11.01. Winding-Up of the Company.
Section 11.02. Clawback.
ARTICLE 12 Miscellaneous
Section 12.01. Binding Effect; Assignability; Benefit.
Section 12.02. Notices.
Section 12.03. Amendment; Waiver; Consent.
Section 12.04. Fees and Expenses.
Section 12.05. Governing Law.
Section 12.06. Jurisdiction.
Section 12.07. WAIVER OF JURY TRIAL.
Section 12.08. Specific Performance.
Section 12.09. Counterparts; Effectiveness.
ii
45
45
45
45
45
47
47
50
51
51
52
53
57
57
59
59
59
59
60
60
60
61
61
61
66
66
66
66
66
68
69
69
70
72
73
73
73
73
73
74
Section 12.10. Entire Agreement.
Section 12.11. Severability.
Section 12.12. Guarantee.
Section 12.13. Representations.
Section 12.14. Safe Harbor Rules.
Section 12.15. Advisers Act.
Schedule I Capitalization; Capital Commitments
Schedule II Comcast Core Business Exclusions
Schedule III Cash Management Policy
Schedule IV Strategic Co-Investor Exclusions
iii
74
74
74
75
76
77
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) dated April 15, 2022
and effective December 15, 2021 among (i) Atairos Group, Inc., a Cayman Islands exempted company (the “Company”),
(ii) Comcast AG Holdings, LLC, a Delaware limited liability company (“Comcast Shareholder”), (iii) Atairos Partners, L.P., a
Cayman Islands exempted limited partnership (“ManagementCo Shareholder”), (iv) Atairos Management, L.P., a Delaware
limited partnership (the “Manager”), and (v) solely for purposes of the Comcast Provisions, Comcast Corporation, a
Pennsylvania corporation (“Comcast”).
W I T N E S S E T H :
WHEREAS, as of November 24, 2015, and effective as of January 1, 2016, the Company, Comcast Shareholder,
ManagementCo Shareholder, the Manager and Comcast (solely for purposes of the Comcast Provisions) entered into a
Shareholders Agreement (as amended, the “Original Agreement”), pursuant to which on January 1, 2016, the Company issued
to Comcast Shareholder and ManagementCo Shareholder Company Securities in the amounts set forth on Schedule I to the
Original Agreement;
WHEREAS, the parties to the Original Agreement entered into the First Amendment to the Original Agreement dated
September 15, 2016, the Second Amendment to the Original Agreement dated July 28, 2017 and the Third Amendment to the
Original Agreement dated February 21, 2018;
WHEREAS, the Original Agreement was amended and restated in its entirety by the Amended and Restated Shareholders
Agreement, dated as of March 31, 2018 (the “First Amended Agreement”), pursuant to which the Company issued to Comcast
Spectacor Ventures, LLC (“Comcast Spectacor”) Company Securities as set forth on Schedule I to the First Amended
Agreement;
WHEREAS, the First Amended Agreement was amended and restated in its entirety by the Second Amended and
Restated Shareholders Agreement, dated January 10, 2019 with effect from July 1, 2018 (as amended, the “Second Amended
Agreement”);
WHEREAS, the parties to the Second Amended Agreement entered into the First Amendment to the Second Amended
Agreement dated March 25, 2020;
WHEREAS, the Second Amended Agreement was amended and restated in its entirety by the Third Amended and
Restated Shareholders Agreement, dated November 26, 2020 (as amended, the “Third Amended Agreement”); and
WHEREAS, the parties hereto now desire to amend and restate the Third Amended Agreement in its entirety to amend
certain provisions of the Third Amended Agreement to (i) reflect the surrender of the Shares held by Comcast Spectacor and the
removal of Comcast Spectacor as a Shareholder, and (ii) govern the parties’ rights, duties and obligations.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as
follows:
ARTICLE 1
Definitions
Section 1.01. Definitions.
(a) As used in this Agreement, the following terms have the following meanings:
“Advisers Act” means the U.S. Investment Advisers Act of 1940.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under
common control with such Person; provided that, for the avoidance of doubt, (i) neither Comcast Shareholder nor any of its
Affiliates shall be deemed an “Affiliate” of any of the Company, ManagementCo Shareholder, the Manager or any of their
respective Affiliates and (ii) none of the Company, ManagementCo Shareholder, the Manager or any of their respective Affiliates
shall be deemed an “Affiliate” of Comcast Shareholder or any of its Affiliates; provided, further, that no Portfolio Company,
Subsidiary of any Portfolio Company or Affiliate of any Portfolio Company which is controlled by such Portfolio Company shall
be an Affiliate of the Company, ManagementCo Shareholder, the Manager or any of their respective Affiliates. For the purpose of
this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.
“Alternative Investment Vehicle” means any Person formed for the purpose of making any Investment in accordance
with Section 2.02(b).
“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local
(statutory, common or otherwise) constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment,
decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority (including, for
the avoidance of doubt, consent decrees, commitments, conditions and other similar obligations) that is binding upon or
applicable to such Person.
“Asset Ratio” means, with respect to any repurchase of Shares in accordance with Section 8.05(g) at any time, the Class
I-A Asset Ratio, the Class I-B Asset Ratio or the Class II Asset Ratio, as the context may require.
“Available Capital Commitment” means, with respect to any Shareholder at any time, the excess, if any, of (a) such
Shareholder’s Capital Commitment at such time over (b) such Shareholder’s aggregate Capital Contributions made prior to such
time, including Capital Contributions to fund Company Expenses but excluding Capital Contributions made by Comcast
Shareholder to fund the Management Fee, subject to adjustment as provided in Section 6.03.
“Available Commitment Percentage” means, with respect to any Shareholder at any time, the percentage derived by
dividing such Shareholder’s Available Capital
2
Commitment at such time by the aggregate amount of the Available Capital Commitments of all Shareholders at such time.
“Board” means the board of directors of the Company.
“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are
authorized by Applicable Law to close.
“Capital Commitment” means, with respect to any Shareholder at any time, the amount specified as such Shareholder’s
“Capital Commitment” on, and subject to adjustment as provided in, Schedule I to this Agreement. For the avoidance of doubt,
for purposes of determining a Shareholder’s Available Capital Commitment, its Capital Commitment at the time of such
determination (and not its Capital Commitment at any time prior to such date) will be utilized.
“Capital Contribution” means, with respect to any Shareholder, the subscription price paid by such Shareholder for
additional Class I Shares to be issued by the Company in respect of an Investment or Company Expense pursuant to Article 6,
including, in the case of Comcast Shareholder, in respect of the Management Fee.
“Carrying Value” means, with respect to any asset of the Company other than money, such asset’s adjusted basis for U.S.
federal income tax purposes, except that:
(i) the initial Carrying Value of any asset contributed by a Shareholder to the Company shall be the Fair Market Value of
such asset on the date of the contribution, as determined by the Manager in its reasonable discretion;
(ii) the Carrying Value of all assets of the Company may be adjusted to equal their respective Fair Market Values
pursuant to Section 8.09;
(iii) as of the date on which any Company asset is distributed to a Shareholder in kind, the Carrying Value of such asset
shall be adjusted to equal the Fair Market Value of such asset on such date, as determined by the Manager in its reasonable
discretion pursuant to Section 8.05(b);
(iv) the Carrying Value of an asset shall be adjusted by the Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses, rather than by the depreciation, amortization or other cost recovery allowable with
respect to such asset for U.S. federal income tax purposes; and
(v) the Carrying Value of the Company’s assets shall be increased (or decreased) to reflect any adjustments to the
adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that
such adjustments are taken into account in determining Capital Account balances pursuant to U.S. Treasury Regulations Section
1.704-1(b)(2)(iv)(m) and clause (vi) of the definition of “Profits” and “Losses.”
“Cause Event” means the occurrence of any of the following events: (i) a material breach by the Company,
ManagementCo Shareholder or the Manager of its obligations under this Agreement or by the Manager of its obligations under
the Management Agreement and, in either case, such breach results in a material adverse effect on the Company and such breach
(if capable of being cured) has not been cured
3
prior to the 10th Business Day following written notice thereof delivered to the Company, ManagementCo Shareholder or the
Manager, as applicable, by Comcast, (ii) the felony conviction (including by plea of no contest) of the Initial CEO, any successor
chief executive officer of the Manager or the Company, ManagementCo Shareholder or the Manager to a crime constituting fraud
or embezzlement, (iii) any act or omission by the Initial CEO, any successor chief executive officer of the Manager or the
Company, ManagementCo Shareholder or the Manager that results in a material adverse effect on the Company and which act or
omission constitutes fraud, willful misconduct or recklessness, or (iv) a judgment or order (other than any temporary, preliminary
or similar injunction, judgment or order) issued by a court or governmental body of competent jurisdiction finding that
ManagementCo Shareholder, the Manager, the Initial CEO or any successor chief executive officer of the Manager or the
Company has engaged in willful misconduct, fraud or recklessness in connection with the performance of such Person’s duties to
the Company.
“Class I Shareholder” means a Shareholder holding Class I Shares.
“Class I Shares” means Class I-A Shares and Class I-B Shares.
“Class I-A Asset Ratio” means, with respect to any repurchase of Shares from Comcast Shareholder in accordance with
Section 8.05(g) at any time, the percentage determined by dividing (i) the aggregate Distribution Tier Return Amounts for
Comcast Shareholder in respect of the distribution event giving rise to such repurchase, by (ii) the aggregate amounts that would
be distributable to Comcast Shareholder at such time based on a hypothetical liquidation of the Company as if all Company
Assets were sold at the Quarterly Value thereof.
“Class I-A Shareholder” means a Shareholder holding Class I-A Shares.
“Class I-A Shares” means the Class I-A Shares, par value US$0.0001 per share, of the Company.
“Class I-B Asset Ratio” means, with respect to any repurchase of Class I-B Shares from ManagementCo Shareholder in
accordance with Section 8.05(g) at any time, the percentage determined by dividing (i) the aggregate Distribution Tier Return
Amounts for Class I-B Shares in respect of the distribution event giving rise to such repurchase, by (ii) the aggregate amounts
that would be distributable to ManagementCo Shareholder in respect of its Class I-B Shares at such time based on a hypothetical
liquidation of the Company as if all Company Assets were sold at the Quarterly Value thereof.
“Class I-B Shares” means the Class I-B Shares, par value US$0.0001 per share, of the Company.
“Class II Asset Ratio” means, with respect to any repurchase of Class II Shares from ManagementCo Shareholder in
accordance with Section 8.05(g) at any time, the percentage determined by dividing (i) the aggregate Distribution Tier Return
Amounts for Class II Shares in respect of the distribution event giving rise to such repurchase, by (ii) the aggregate amounts that
would be distributable to ManagementCo Shareholder in respect of its Class II Shares at such time based on a hypothetical
liquidation of the Company as if all Company Assets were sold at the Quarterly Value thereof .
4
“Class II Distribution” means any amount distributed to the holder of Class II Shares pursuant to Section 8.02(e)(ii),
8.02(f) or 8.02(g) or (to the extent attributable to Section 8.02(e)(ii), 8.02(f) or 8.02(g)), Section 11.01(b).
“Class II Shareholder” means the Shareholder holding Class II Shares.
“Class II Shares” means the Class II Shares, par value US$0.0001 per share, of the Company.
“Code” means the U.S. Internal Revenue Code of 1986.
“Comcast Core Business” means a core business of Comcast and its Subsidiaries; provided that no business set forth on
Schedule II shall constitute a “Comcast Core Business” (it being understood that the businesses set forth on Schedule II are
provided merely as examples of businesses that are not Comcast Core Businesses, and the failure to include any business on
Schedule II does not create any implication that any such omitted business is, or is not, a Comcast Core Business).
“Comcast Indemnified Party” means any of the following parties: (i) Comcast Shareholder, (ii) each Affiliate of
Comcast Shareholder, (iii) each partner, stockholder, member, director, officer, fiduciary, manager, controlling Person, employee
and agent of Comcast Shareholder or any Affiliate of Comcast Shareholder and (iv) each partner, stockholder, member, director,
officer, fiduciary, manager, controlling Person, employee and agent of any Person specified in clause (iii) of this sentence;
provided, however, that any stockholder of Comcast shall not be a Comcast Indemnified Party if such Person would be a Comcast
Indemnified Party solely by reason of such Person’s status as a stockholder of Comcast.
“Comcast Investment Vehicle” means any Alternative Investment Vehicle in which Comcast Shareholder (or any
Affiliate thereof) participates or owns an interest, directly or indirectly.
“Comcast Permitted Affiliate Transferee” means Comcast, any Comcast Successor or any Subsidiary of Comcast or
any Comcast Successor.
“Comcast Permitted Spin Transferee” means any Person to whom Company Securities are Transferred in connection
with a Comcast Spin Transaction; provided that such Person has, and demonstrates to the reasonable satisfaction of the Manager,
the financial wherewithal to honor (i) in the case of a Transfer of all of Comcast Shareholder’s Company Securities to such
Person, Comcast Shareholder’s obligations under this Agreement and the Memorandum and Articles of Association or (ii) in the
case of a Partial Spin Transfer, the obligations of Comcast Shareholder under this Agreement and the Memorandum and Articles
of Association that are indirectly allocated to such Person pursuant to Section 5.03(c)(ii).
“Comcast Permitted Transferee” means a Comcast Permitted Affiliate Transferee or a Comcast Permitted Spin
Transferee.
“Comcast Provisions” means Sections 10.03, 10.08, 10.09, 10.10 and 10.11 and Article 12.
5
“Comcast Shareholder Rights and Obligations” means all rights and obligations that apply to Comcast Shareholder
under this Agreement and the Memorandum and Articles of Association.
“Comcast Spin Transaction” means a demerger, spinoff, splitoff or similar transaction involving the separation of any
Comcast businesses by means of a distribution to Comcast shareholders.
“Comcast Successor” means any entity (i) into which Comcast merges, (ii) to which Comcast transfers all or
substantially all of its assets or (iii) of which Comcast becomes a Subsidiary as part of a reorganization, restructuring or other
transaction (or, if such entity has an ultimate parent company, the ultimate parent company of such entity).
“Commencement Date” means January 1, 2016 or such other date as may be mutually agreed by Comcast and the
Manager.
“Commitment Period” means the period commencing on the Commencement Date and ending on the earlier to occur of
(i) the close of business on the fourteen-year and six month anniversary of the Commencement Date (or, if such day is not a
Business Day, the first Business Day following the fourteen-year and six month anniversary of the Commencement Date), subject
to extension for up to two additional years in the sole discretion of the Manager by notice to each Shareholder, which notice may
not be given earlier than the thirteen-year and six month anniversary of the Commencement Date or later than the fourteen-year
and three month anniversary of the Commencement Date; and (ii) the early termination of the Commitment Period pursuant to
Section 6.01(c).
“Communications Act” means the U.S. Communications Act of 1934, together with the written orders, policies and
decisions of the FCC.
“Company Debt” means the aggregate Debt of the Company and its Subsidiaries.
“Company Debt Expenses” means any liabilities of the Company in respect of Company Debt.
“Company Entities” means (i) the Company, (ii) any Comcast Investment Vehicle, (iii) any Subsidiary of the Company
or of any Comcast Investment Vehicle, (iv) any Flow-Through Portfolio Company and any of its Subsidiaries that is treated either
as a partnership or a disregarded entity for U.S. federal income tax purposes and (v) any Consolidated Portfolio Company and
any of its Subsidiaries.
“Company Expenses Drawdown Amount” means the aggregate Capital Contributions to be made by the Shareholders
with respect to Company Expenses in connection with any draw of Capital Contributions pursuant to Article 6.
“Company Securities” means (i) the Class I-A Shares, (ii) the Class I-B Shares and (iii) the Class II Shares.
“Consolidated Portfolio Company” means a Controlled Portfolio Company that is not a Flow-Through Portfolio
Company and is required by Applicable Law to be included in a combined, consolidated or unitary tax return with Comcast or
any of its Affiliates.
6
“Controlled Portfolio Company” means a Portfolio Company if the Company, directly or through one or more
Subsidiaries, owns securities having a majority of the voting power in electing the board of directors (or analogous governing
body) of such Portfolio Company or, in the case of a partnership, limited liability company or other similar entity that is not
governed by a board of managers (or analogous governing body), the Company, directly or through one or more Subsidiaries,
serves as general partner or managing member of such Portfolio Company.
“Convertible Security” means any security of a Portfolio Company that is exercisable or exchangeable for, or
convertible into, any other security of such Portfolio Company, including warrants, options, convertible or exchangeable
securities and other similar securities.
“Debt” means, with respect to any Person, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person in respect of
letters of credit, bankers’ acceptances or other similar instruments; (iv) all obligations of such Person to pay the deferred and
unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables arising in
the ordinary course of business; (v) all obligations of such Person as lessee under any lease of any property which, in conformity
with GAAP, is required to be capitalized on the balance sheet of such Person; and (vi) all obligations of the types described in the
preceding clauses (i) through (v) of other Persons guaranteed by such Person or secured by a lien on any asset of such Person,
whether or not such obligation is assumed by such Person.
“Depreciation” means, with respect to any asset of the Company, the depreciation, amortization or other cost recovery
deduction, if any, allowable with respect to such asset for U.S. federal income tax purposes, except that if the Carrying Value of
such asset differs from such asset’s adjusted basis for U.S. federal income tax purposes, any Depreciation with respect to such
asset shall be computed pursuant to U.S. Treasury Regulations Section 1.704-1(b)(2)(iv)(g) by reference to the Carrying Value of
such asset, rather than by reference to the adjusted tax basis of such asset.
“Disposition” means any sale, exchange, transfer or other disposition of all or any portion of any Portfolio Company
Securities.
“Distribution Tier” means each of Sections 8.02(a), 8.02(b), 8.02(c), 8.02(d), 8.02(e), 8.02(f) and 8.02(g).
“Eligible ROFO Holder” means, with respect to any Person, that one or more Eligible ROFO Persons collectively,
directly or indirectly, (i) own equity securities issued by such Person that carry voting power representing at least 20% of the
aggregate voting power of all classes of equity securities issued by such Person having the right to elect the board of directors (or
analogous governing body) of such Person or (ii) otherwise exercise substantial influence over such Person (through the
ownership of voting securities, by contract or otherwise).
“Eligible ROFO Persons” means (i) Brian L. Roberts, (ii) any lineal descendant or ancestor or sibling (by birth or
adoption) of Brian L. Roberts, (iii) any spouse or former spouse of any of the foregoing, (iv) any legal representative or estate of
any of the foregoing, (v) any trust (including a revocable trust, declaration trust or a voting trust), guardianship or custodianship
for the benefit of any of the foregoing, and (vi) any
7
corporation, private charitable foundation or other organization controlled by any of the foregoing (other than Comcast, the
Comcast Permitted Spin Transferee or any of their respective controlled Affiliates).
“Excess Transaction Fees” means any Transaction Fees received by the Company or the Manager or any of its Affiliates
that exceed the amount of subsequently payable Management Fees pursuant to the Management Agreement.
“Exchange Act” means the U.S. Securities Exchange Act of 1934.
“Fair Market Value” means, with respect to any assets, as of the relevant date of determination, the price that a willing
buyer, not Affiliated with the seller and under no compulsion to buy, would pay in an arms-length transaction for such assets to a
willing seller, under no compulsion to sell.
“FCC” means the U.S. Federal Communications Commission.
“Flow-Through Portfolio Company” means a Controlled Portfolio Company treated either as a partnership or a
disregarded entity for U.S. federal income tax purposes.
“GAAP” means generally accepted accounting principles in the United States.
“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory
or administrative authority, department, court, agency or official, including any political subdivision thereof.
“Governmental Order” means any order, decree, injunction or judgment of any Governmental Authority.
“Indemnified Party” means any Comcast Indemnified Party and any Manager Indemnified Party.
“Initial CEO” means Michael J. Angelakis.
“Initial CEO Event” means an event that shall be deemed to have occurred if the Initial CEO: (i) is no longer dedicated
on a substantially full-time basis to the Company’s business; (ii) is not the Manager’s or the Company’s chief executive officer or
lead investment professional; (iii) (a) does not control, directly or indirectly, the general partner of the Manager or does not hold,
directly or indirectly, a majority of the voting power of the equity interests of the Manager entitled to vote generally, or (b) does
not control, directly or indirectly, the general partner of ManagementCo Shareholder or does not hold, directly or indirectly, a
majority of the voting power of the equity interests of ManagementCo Shareholder entitled to vote generally; or (iv) does not,
together with any estate planning or similar vehicles of the Initial CEO, hold, directly or indirectly, economic interests of
ManagementCo Shareholder representing the right to receive at least 20% of the proceeds of Class II Distributions.
“Investment” means an investment by the Company or an Alternative Investment Vehicle in any equity securities or
equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities or in other economic
rights (including pursuant to any profit sharing, revenue sharing or financing arrangement);
8
provided, however, any investment of cash pursuant to Section 2.03 shall not constitute an Investment.
“Investment Drawdown Amount” means the aggregate Capital Contributions to be made by the Shareholders with
respect to an Investment in connection with any draw of Capital Contributions pursuant to Article 6.
“IRR” means, with respect to any Capital Contributions and issuance of Class I Shares, an internal rate of return on such
Capital Contribution calculated in accordance with accepted financial principles, compounded annually. The following rules shall
be used in calculating an IRR:
(i) such calculation shall take into account each Capital Contribution at the time such Capital Contribution was
made; and
(ii) such calculation shall take into account (A) the distribution in question at the time such distribution is made
or to be made and (B) each prior distribution in respect of the Class I Shares issued pursuant to the relevant Capital
Contribution at the time such prior distribution was made.
“Letter Agreement” means the Letter Agreement dated the date of the Original Agreement among the Initial CEO,
Comcast, the Company, Comcast Shareholder, ManagementCo Shareholder and the Manager, as in effect from time to time.
“Management Agreement” means the Management Agreement between the Manager and the Company entered into on
the date of the Original Agreement, as in effect from time to time.
“Management Fee” means:
(i) with respect to calendar years 2016 and 2017, an annual management fee equal to $40,000,000 for calendar year
2016 and increased for calendar year 2017 based on the percentage increase in the U.S. Consumer Price Index for
all Urban Consumers (as published by the U.S. Department of Labor – Bureau of Labor Statistics) (“CPI”) for the
prior 12 months;
(ii) with respect to the first and second quarters of calendar year 2018, an annual management fee equal to the
management fee for calendar year 2017, increased as of January 1, 2018 based on the CPI for the prior 12 months;
(iii) with respect to the third and fourth quarters of calendar year 2018, an annual management fee equal to the
management fee for the second quarter of calendar year 2018 calculated in accordance with the foregoing clause
(ii), plus $1,250,000 per quarter (the “Step-Up”);
(iv) with respect to calendar year 2019, an annual management fee equal to the management fee for calendar year
2018, calculated as if the Step-Up had applied for all of calendar year 2018 (i.e., as if the management fee for
2018 has been increased by $5,000,000), increased as of January 1, 2019 based on the percentage increase in the
CPI for the prior 12 months; and
9
(v) with respect to each subsequent calendar year, an annual management equal to the management fee for the
immediately preceding calendar year, increased as of January 1 of such subsequent calendar year based on the
percentage increase in the CPI for the prior 12 months,
in each case payable quarterly in advance on the first Business Day of each Quarterly Period, except as provided under the terms
of any Management Fee Payment Agreement then in effect.
If the Manager fails to maintain an office outside of the United States at any time after January 1, 2019, the then-applicable
Management Fee amount will be reduced by an amount equal to $5,000,000 plus the aggregate amount of any increases
calculated in accordance with clause (iv) or (v) of the immediately preceding sentence attributable to the additional $5,000,000,
as calculated by the Manager in its reasonable discretion. The terms of any Management Fee Payment Agreement shall not alter
the calculation of the amount of the Management Fee in respect of any period.
“Management Fee Payment Agreement” means any agreement entered into between the Company and the Manager
concerning the terms of the payment of the Management Fee, which agreement may not accelerate the payment of the
Management Fee.
“ManagementCo Shareholder Partnership Agreement” means the Amended and Restated Agreement of Exempted
Limited Partnership of ManagementCo Shareholder, as in effect from time to time.
“ManagementCo Shareholder Permitted Transferee” means any controlled Affiliate of the Initial CEO.
“Manager Indemnified Party” means any of the following parties: (i) each director of the Board, (ii) the Manager, (iii)
ManagementCo Shareholder (including when acting in the capacity as the Tax Matters Partner or the Partnership Representative),
(iv) each Affiliate of the Manager or ManagementCo Shareholder, (v) each partner, stockholder, member, director, officer,
fiduciary, manager, controlling Person, employee and agent of the Manager, ManagementCo Shareholder or any Affiliate of the
Manager or ManagementCo Shareholder, including the Designated Individual, and (vi) each partner, stockholder, member,
director, officer, fiduciary, manager, controlling Person, employee and agent of any Person specified in clause (v) of this sentence.
“Marketable Securities” mean Publicly Traded Securities that are not subject to material legal or contractual restrictions
on transferability, including any volume limitations under Rule 144 of the Securities Act.
“Memorandum and Articles of Association” means the Memorandum and Articles of Association of the Company.
“Non-Recourse” means, with respect to any Debt and any Person, that (i) no portion of such Debt is guaranteed by such
Person or any of its Subsidiaries, directly or indirectly, contingently or otherwise, (ii) no portion of such Debt is recourse to or
obligates such Person or any of its Subsidiaries in any way, directly or indirectly, contingently or otherwise, (iii) no portion of
such Debt subjects any property or asset of such Person or any of its Subsidiaries, directly or indirectly, contingently or
otherwise, to
10
the satisfaction thereof and (iv) neither such Person nor any of its Subsidiaries has any obligation to maintain or preserve its
financial condition or achieve any levels of operating results with respect to such Debt; provided, however, that for the avoidance
of doubt, (x) Company Debt shall not fail to satisfy the conditions to being Non-Recourse with respect to Comcast set forth in
clauses (ii) or (iv) solely because such Company Debt is secured by the Company’s rights in and to the Capital Commitments, the
Shareholders’ obligations to make Capital Contributions and related assets and (y) Company Debt and Debt of any Portfolio
Company or any Subsidiaries of any Portfolio Company shall not fail to satisfy the conditions to being Non-Recourse with
respect to Comcast set forth in clause (iii) solely by reason of the fact that such Debt or the satisfaction thereof may reduce the
value of any Company Securities held by Comcast Shareholder.
“Non-U.S. Law” means any Applicable Law, other than a U.S. Law.
“Partnership Audit Reform Rules” means the amendments to Chapter 63, Subchapter C of the Code as promulgated
under Section 1101(c)(1) of the “Bipartisan Budget Act of 2015.”
“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.
“Portfolio Company” means, with respect to any Investment, any Person that is the issuer of any equity securities or
equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities or that has granted
the other economic rights that represent such Investment. For the avoidance of doubt, in the event the Company makes any
Investment through a holding company formed for the purpose of consummating such Investment and one or more third parties
(including members of management or other investors) hold interests in such holding company, such holding company shall be
the Portfolio Company for purposes of such Investment.
“Portfolio Company Securities” means any equity securities or equity-related securities (including preferred equity,
convertible debt or similar securities) or debt securities that are issued by a Portfolio Company or other economic rights with
respect to a Portfolio Company.
“Priority Return” means, with respect to any Shareholder in connection with any determination pursuant to Section 8.02
or Section 11.02, the dollar amount necessary to be distributed to such Shareholder at such time so that, with respect to the
relevant Capital Contributions (in the case of Section 8.02) or with respect to each Capital Contribution (in the case of Section
11.02) made by such Shareholder, such Shareholder receives or has received at such time aggregate distributions (after giving
effect to all prior distributions and the distribution in question) resulting in an IRR on such Capital Contribution of 2%.
“Proceeds” means, with respect to any Investment, without duplication, (i) the cash and non-cash proceeds received by
the Company from any Disposition of such Investment and (ii) any dividends, interest or other distributions, and any other
proceeds or other income, received in connection with such Investment.
11
“Profits” and “Losses” means, for each fiscal period of the Company, the net income or net loss of the Company for such
period, determined in accordance with U.S. federal income tax accounting principles, with the following adjustments (without
duplication):
(i) any income of the Company that is exempt from U.S. federal income tax shall be included as income;
(ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code (or treated as expenditures
described in Section 705(a)(2)(B) of the Code pursuant to U.S. Treasury Regulations Section 1.704-l(b)(2)(iv)(i)) shall be treated
as current expenses;
(iii) if the Carrying Value of any Company asset is adjusted pursuant to clause (ii) or clause (iii) of the definition of
“Carrying Value,” the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Carrying
Value of the asset) or loss (if the adjustment reduces the Carrying Value of the asset) from the sale of such asset for purposes of
computing Profits or Losses;
(iv) if the Carrying Value of any Company asset differs from such asset’s adjusted basis for U.S. federal income tax
purposes, gain or loss resulting from any disposition of such asset shall be computed by reference to such asset’s Carrying Value
(as of the date of disposition), rather than by reference to such asset’s adjusted basis for U.S. federal income tax purposes;
(v) for purposes of computing Profits or Losses, Depreciation shall be taken into account instead of the depreciation,
amortization and other cost recovery deductions, if any, allowable for U.S. federal income tax purposes;
(vi) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code
or Section 743(b) of the Code is required, pursuant to U.S. Treasury Regulations Section 1.704-l(b)(2)(iv)(m), to be taken into
account in determining Capital Accounts, such adjustment shall be taken into account as gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of such asset for purposes of
computing Profits or Losses; and
(vii) items of income, gain, loss and deduction allocated under Sections 8.07(a) and 8.08 shall not be taken into account
in computing Profits or Losses.
“Publicly Traded Securities” means securities that are traded on a securities exchange, reported through the U.S.
National Association of Securities Dealers Automated Quotation System or comparable established non-U.S. over-the-counter
trading system or otherwise traded over-the-counter for which quotations of market prices are readily available.
“Quarterly Period” means (i) the short period, if any, commencing on the Commencement Date and ending on the next
succeeding day that is the last day of a calendar quarter, (ii) each full calendar quarter thereafter prior to the occurrence of a
Wind-Up Event and (iii) the short period, if any, commencing on the first day of the calendar quarter immediately following the
last such full calendar quarter and ending on the day of the occurrence of a Wind-Up Event.
12
“Quarterly Value” means, as of any determination date, with respect to any Investment or other Company Asset, the
value of such Investment or other Company Asset as reflected in the most recent quarterly financial statements of the Company
and its consolidated Subsidiaries prepared and delivered to each Shareholder in accordance with Section 10.02(a)(ii). In the event
the most recent quarterly financial statements of the Company and its consolidated Subsidiaries referred to in the immediately
preceding sentence do not include valuations of Investments or other Company Assets, the Company shall cause to be prepared
financial statements for such quarter which include such valuations on the same basis as if the Company were treated as an
“investment company” for purposes of preparing financial statements in accordance with GAAP, and the immediately preceding
sentence shall be deemed to refer to such financial statements in lieu of the most recent quarterly financial statements prepared
and delivered to each Shareholder in accordance with Section 10.02(a)(ii). In the case of any Investment or other Company Asset
acquired after the date of the applicable quarter end of the applicable financial statements, “Quarterly Value” shall mean the cost
of such Investment or other Company Asset (or, in the case of any Company Asset consisting of cash, the amount of such cash).
“Regulated Investment” means an Investment in a Portfolio Company that directly or indirectly holds an interest in any
(i) broadcast or wireless radio service license issued by the FCC, (ii) daily newspaper in the United States, (iii) multichannel
video programming distributor or online video distributor in the United States, (iv) provider of broadband internet access services
in the United States, (v) video programmer in the United States, (vi) other business subject to regulation by U.S. state public
utility commissions, local franchise authorities or other similar U.S. state or local regulatory authorities, (vii) any other business
that is subject to regulation by the FCC at the time of the relevant determination and (viii) business of a type described in the
preceding clauses (i) through (vii) but operated outside of the United States and subject to regulation under Non-U.S. Law
comparable to the regulation under Relevant Law of any business of a type described in the preceding clauses (i) through (vii) in
the United States.
“Relevant Law” means (i) the Communications Act, (ii) Applicable Law enacted, adopted, promulgated or applied by the
FCC, (iii) U.S. Law regarding antitrust and (iv) Applicable Law enacted, adopted, promulgated or applied by a U.S. state or local
Governmental Authority.
“Repurchase Class” means (i) with respect to amounts otherwise distributable to holders of Class I Shares in accordance
with Sections 8.02(a), (b), (c), (d), (e)(i), (f) and (g), (x) the Class I-A Shares, in the case of amounts otherwise distributable with
respect to the Class I-A Shares and (y) the Class I-B Shares, in the case of amounts otherwise distributable with respect to the
Class I-B Shares and (ii) with respect to amounts distributable to the holder of Class II Shares in accordance with Section 8.02(e)
(ii), (f) and (g), the Class II Shares.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933.
“Shareholders” means Comcast Shareholder, ManagementCo Shareholder and any other Person that becomes a
“Shareholder” in accordance with the terms hereof and the Memorandum and Articles of Association.
13
“Subsidiary” means, with respect to the Company or any other Person, any Person of which the Company (or such other
Person) owns securities having a majority of the voting power in electing the board of directors (or analogous governing body)
directly or through one or more Subsidiaries or, in the case of a partnership, limited liability company or other similar entity that
is not governed by a board of managers (or analogous governing body), any Person of which the Company (or such other Person)
or any Subsidiary serves as general partner or managing member. The term “Subsidiary” as used herein with respect to the
Company, the ManagementCo Shareholder, the Manager and any of their respective Affiliates shall exclude each of the Portfolio
Companies and each of the Subsidiaries of the Portfolio Companies.
“Tax Attribute” means any net operating loss or net capital loss.
“Tax Quarter” means any of the following calendar periods: (i) January 1 to March 31, (ii) April 1 to June 30, (iii) July 1
to September 30, and (iv) October 1 to December 31.
“Tax Rate” means (i) with respect to income treated as net capital gain and “qualified dividend income,” the highest
blended U.S. federal, state and local income tax rate applicable to such type of gain or income, and (ii) with respect to all other
income and gain, the highest blended U.S. federal, state and local income tax rate applicable to ordinary income (including the
Medicare Contribution tax on net investment income), in each case, taking into account the tax rate applicable in the year in
which such distribution or allocation is made, assuming that the taxpayer in question is (a) an individual resident in New York,
New York, (b) fully subject to the alternative minimum tax rates and rules and taking into account the deductibility of state and
local taxes for U.S. federal income tax purposes, including any limitations on the deductibility thereof.
“Temporary Cash Funds” shall mean a reserve that is established by the Company, in its reasonable discretion, to
facilitate the payment of Company Expenses or the purchase price of Investments.
“Transaction Fees” means, with respect to any Investment or proposed Investment, whether paid in the form of cash or
securities, (i) any fees or amounts that are paid to the Company, the Manager or any of its Affiliates by any Person in connection
with the termination, cancellation or abandonment of such proposed Investment, including “break-up” or “topping” fees, (ii) any
fees or amounts that are paid to the Company, the Manager or any of its Affiliates as a “commitment fee” with respect to
commitments of the Company’s capital with respect to such proposed Investment, (iii) any organization or success fees received
by the Company, the Manager or any of its Affiliates in connection with the making of such proposed Investment or the
Disposition of any Investment (including any accelerated advisory, monitoring, consulting or other similar fees), (iv) any periodic
advisory, monitoring, consulting or other similar fees charged by the Manager or any of its Affiliates to any Portfolio Company or
any Subsidiary of such Portfolio Company, or (v) any fees or amounts received by Affiliates or employees of the Manager or any
of its Affiliates acting as a director or in a similar capacity for any Portfolio Company; provided that “Transaction Fees” received
by the Manager or any of its Affiliates shall not include any reimbursement by actual or potential Portfolio Companies of out-of-
pocket expenses incurred by the Manager or any of its Affiliates (e.g., due diligence, legal, accounting, investment banking and
similar
14
expenses incurred in connection with any actual or prospective transactions, travel expenses associated with attending board
meetings and otherwise conducting investment oversight, etc.); and provided, further, that “Transaction Fees” shall not include
any compensation referred to in Section 4.02(b).
“Transfer” means, with respect to any Company Securities or other assets, (i) when used as a verb, to sell, assign, dispose
of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or other assets or any participation
or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of
the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Company Securities or other assets or any participation or interest therein, whether
directly or indirectly (including pursuant to a derivative transaction), or any agreement or commitment to do any of the foregoing;
provided that neither the issuance by Comcast or any Comcast Successor (or by the Comcast Permitted Spin Transferee or the
ultimate parent company of the Comcast Permitted Spin Transferee), or, to the extent permitted by the ManagementCo
Shareholder Partnership Agreement, ManagementCo Shareholder, of any equity securities or equity-related securities, nor the
change in ownership of any outstanding equity securities or equity-related securities issued by Comcast or any Comcast
Successor (or by the Comcast Permitted Spin Transferee or the ultimate parent company of the Comcast Permitted Spin
Transferee), or, to the extent permitted by the ManagementCo Shareholder Partnership Agreement, ManagementCo Shareholder,
shall constitute a Transfer by Comcast Shareholder (or the Comcast Permitted Spin Transferee) or ManagementCo Shareholder,
as applicable, of any Company Securities; provided, further, that the pledge, encumbrance or hypothecation of Company
Securities by Comcast Shareholder (or the Comcast Permitted Spin Transferee) in connection with the general pledge,
encumbrance or hypothecation by Comcast or any Comcast Successor (or the Comcast Permitted Spin Transferee) of all or
substantially all of its assets made in connection with a bona fide debt financing, or the Transfer of Company Securities upon the
exercise of remedies in respect of any such pledge, encumbrance or hypothecation, shall not constitute a Transfer of any
Company Securities; provided, further, that the pledge, encumbrance or hypothecation of Company Securities (other than as
prohibited under Section 10.17) by ManagementCo Shareholder in connection with the general pledge, encumbrance or
hypothecation by ManagementCo Shareholder of all or substantially all of its assets made in connection with a bona fide debt
financing, or the Transfer of Company Securities upon the exercise of remedies in respect of any such pledge, encumbrance or
hypothecation, shall not constitute a Transfer of any Company Securities; and provided, further, that the pledge, encumbrance or
hypothecation of any assets of the Company or any of its Subsidiaries in connection with any Company Debt permitted pursuant
to Section 2.04, or the transfer of such assets upon the exercise of remedies in respect of any such pledge, encumbrance or
hypothecation, shall not constitute a Transfer.
“Unreturned Capital Amount” means, with respect to Comcast Shareholder as of any determination date, the excess, if
any, of (i) Comcast Shareholder’s aggregate Capital Contributions as of such date (other than Capital Contributions made for the
purpose of funding Company Expenses or the Management Fee) over (ii) the aggregate distributions to Comcast Shareholder
pursuant to Sections 8.02 and 8.04 as of such date. In the event there is no such excess as of any determination date, the
Unreturned Capital Amount shall be deemed to be zero.
15
“U.S. Law” means any Applicable Law enacted, adopted, promulgated or applied by a U.S. federal, state or local
Governmental Authority.
(b) Each of the following terms is defined in the Section set forth opposite such term:
Term
Advisory Board
Agreement
Capital Account
Cause Redemption
Class II Maximum Amount
Co-Investment Opportunity
Comcast
Comcast Confidential Information
Comcast Core Integrated Investment
Comcast Core Non-Integrated Investment
Comcast Guarantee
Comcast ROFO Purchaser
Comcast Shareholder
Comcast Shareholder Obligations
Comcast Spectacor
Company
Company Assets
Company Confidential Information
Company Expenses
Core Business Evaluation Material
Designated Individual
Distributable Amounts
Distribution Tier Return Amounts
Drawdown Date
Drawdown Notices
FCC Order
First Amended Agreement
Indemnified Liabilities
Interim Clawback Amount
Interim Clawback Date
ManagementCo Shareholder
Manager
Manager Expenses
Offer
16
Section
10.09
Preamble
8.06
3.04(a)
11.02(a)
10.07(a)
Preamble
10.01(b)
4.01(f)
4.01(g)
12.12(a)
9.01(b)
Preamble
12.12(a)
Preamble
Preamble
11.01(b)
10.01(a)
7.02(a)
4.03
10.19(d)
8.05(c)
8.05(g)
6.02(b)(iii)
6.02(a)
10.14
Preamble
10.06(a)
11.02(b)
11.02(b)
Preamble
Preamble
7.01
9.01(b)
Offer Notice
Offer Period
Offer Price
Offered ROFO Assets
Original Agreement
Partial Spin Transfer
Partnership Representative
Qualifying Company Expenses
Recap Dividends
Regulatory Allocations
Representatives
ROFO Assets
ROFO Rights
Second Amended Agreement
Surviving ROFO Rights Principle
Tax Matters Partner
Tax Year
Third Amended Agreement
unrealized gain
Upper Tier Indemnitor
Wind-Up Event
9.01(a)
9.01(b)
9.01(a)
9.01(a)
Recitals
5.03(c)(ii)
10.19(d)
8.02(d)
8.03(c)
8.08(e)
10.01(a)
9.01(a)
5.03(d)(i)(A)(1)
Preamble
5.03(d)(i)(A)(2)
10.19(d)
10.20
Preamble
8.02(e)(ii)
10.06(d)
11.01(a)(iv)
Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and
words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction
or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this
Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise
defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact
followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and
other means of reproducing words (including electronic media) in a visible form. References to any constitutional
document, agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof. References to any law are to that law as amended from time to time and
include all rules and regulations promulgated thereunder. References to any Person include the successors and permitted
assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or
through and including, respectively.
17
The Manager shall have the power and authority, without the consent of any Shareholder, to interpret in good faith any
provision of this Agreement to give effect to the intent of the provisions of Sections 6.02(c) and (d), 8.05(g), and 8.05(h).
ARTICLE 2
Purposes; Investments; Debt; Issuance of Company Securities
Section 2.01. Business Purpose. The business for which the Company has been established is (a) to identify
potential Investments in public and private entities globally, in a range of industries and business sectors, (b) to acquire,
hold and dispose of such Investments, (c) pending utilization or disbursement of funds of the Company, to invest such funds
in accordance with the terms of this Agreement and (d) to enter into other financial or commercial arrangements with
Comcast (including, potentially, the purchase of non-core assets) as may be agreed by the Company and Comcast from time
to time. The Company shall have the power to do any and all acts necessary, appropriate, desirable, incidental or convenient
to or for the furtherance of the purposes described in this Section 2.01 or otherwise as provided for in this Agreement.
Section 2.02. Investments.
(a) Any Investment may involve investing in one or more classes or series of securities issued by, or other economic
rights granted by, a Portfolio Company. Subject to Section 2.02(b), any Investment shall be made by the Company directly or
through one or more wholly owned Subsidiaries.
(b) In order to accommodate tax, legal, regulatory or similar considerations of the Company or any Shareholder or
otherwise to facilitate the making of an Investment, the Manager may cause an Investment (or any portion thereof) to be made
through an Alternative Investment Vehicle; provided, however, that the making of any Investment (or any portion thereof)
through an Alternative Investment Vehicle shall be subject to the prior written consent of Comcast Shareholder, which consent
shall not be unreasonably withheld. If any Investment is made through an Alternative Investment Vehicle, the parties will agree in
good faith on such modifications to this Agreement, and enter into such other agreements, as are necessary to address such
Investment, it being understood that, for all purposes hereof (including Section 8.02 and Article 11), any Investment made
through an Alternative Investment Vehicle will be taken into account and treated as if such Investment were made through the
Company.
(c) For purposes of this Agreement:
(i) all securities of a Portfolio Company of the same class or series and all other economic rights granted by a
Portfolio Company that are similarly comparable shall, in each case, be treated as a single “Investment,” regardless of whether
such securities or economic rights are acquired in a single transaction or a series of related or unrelated transactions;
(ii) subject to Section 2.02(c)(iii), different classes or series of securities of a Portfolio Company and other
economic rights granted by a Portfolio Company that do not qualify for treatment as a single “Investment” under Section 2.02(c)
(i) shall, in each case, be treated as separate “Investments”, regardless of whether
18
such securities or economic rights are acquired in a single transaction or a series of related or unrelated transactions; and
the same “Investment” as the “Investment” in such Convertible Securities.
(iii) the securities issued upon exercise, exchange or conversion of any Convertible Securities shall constitute
Section 2.03. Temporary Investment of Funds. The Company shall invest all cash held by the Company in
accordance with the limitations set forth in, and in the interest bearing instruments or accounts specified in, Schedule III.
The Company may amend Schedule III with the approval of Comcast Shareholder, such approval not to be unreasonably
withheld or delayed. Cash held by the Company includes all amounts being held by the Company for future investment in
Investments, payment of Company Expenses or distribution to the Shareholders.
Section 2.04. Company Debt.
(a) The Company shall be permitted to incur Company Debt, whether directly or indirectly, through a Subsidiary,
provided (i) the aggregate amount of Company Debt outstanding at any time shall not exceed $5 billion and (ii) all Company
Debt shall be Non-Recourse to Comcast. In connection with the incurrence of Company Debt, the Company is hereby authorized
to pledge, hypothecate, mortgage, assign or grant security interests in or other liens on any assets of the Company or any
Subsidiary of the Company, including without limitation (x) all of the Company’s rights in and to the Capital Commitments, the
Shareholders’ obligations to make Capital Contributions and the Company’s right to issue Drawdown Notices, (y) the proceeds of
any Capital Contributions and the deposit account into which Capital Contributions are made and (z) any other assets, rights or
remedies of the Company hereunder including without limitation, the right to exercise remedies upon a default by a Shareholder
in the payment of its Capital Contributions and the right to receive Capital Contributions and other payments; provided, however,
that the Company may not assign to any lender the right to make investment decisions on behalf of the Company. Each
Shareholder agrees to cooperate with the Company and provide such information and documentation as the Company or its
lender may reasonably request in connection with any such borrowing; provided that Comcast Shareholder shall not be required
to provide any (i) nancial information, other than nancial information of Comcast that is publicly available or (ii) certicate,
opinion or guarantee (it being understood that an “investor letter” in customary form does not constitute a certicate, opinion or
guarantee). All rights granted to a lender pursuant to this Section 2.04 shall apply to its agents and its successors and assigns. To
the extent Company Debt is utilized to fund the acquisition of all or any portion of an Investment, such Investment shall be made,
or the Company shall have entered into a binding commitment to make such Investment, on or before termination of the
Commitment Period.
(b) Each Shareholder agrees (i) to recognize the rights and interests of lenders in connection with any borrowing
described in this Section 2.04, and (ii) to fund Capital Contributions duly called by the Company or by a secured lender of the
Company, without setoff, defense or counterclaim, including without limitation, any defense under Section 365 of the U.S.
Bankruptcy Code; provided, however, that the foregoing shall not limit any Shareholder from asserting any claim in a separate
action against the Company. Such lender and its agents, successors and assigns may rely upon, and are express third party
beneficiaries of, the provisions of this Section 2.04.
19
Section 2.05. Issuance of Company Securities.
(a) On the date of the Original Agreement, in consideration of the covenants and agreements set forth therein, the
Company issued to Comcast Shareholder and ManagementCo Shareholder the number and class of Company Securities set forth
opposite the names of such Persons on Schedule I to the Original Agreement. On the date of the First Amended Agreement, in
consideration of the covenants and agreements set forth therein, the Company issued to Comcast Spectacor the number and class
of Company Securities set forth opposite the names of such Person on Schedule I to the First Amended Agreement. Effective as
of December 15, 2021, Comcast Spectacor surrendered all of its Shares to the Company and ceased to be a Shareholder of the
Company and Schedule I to this Agreement has been updated to reflect such share surrender.
(b) Upon the making by any Shareholder of any Capital Contributions pursuant to this Agreement, the Company shall
issue to such Shareholder a number of Class I Shares (which shall be Class I-A Shares if such Shareholder holds Class I-A Shares
or Class I-B Shares if such Shareholder does not hold Class I-A Shares) equal to (i) the amount of the Capital Contribution made
by such Shareholder divided by (ii) 1,000; provided that the first 100 Class I-A Shares and the first 100 Class I-B Shares that
would otherwise be issued by the Company to each of Comcast Shareholder and ManagementCo Shareholder, respectively,
pursuant to this Section 2.05(b) shall be offset against the Class I-A Shares and Class I-B Shares issued to such Persons on the
respective date their admission as a Shareholder of the Company.
(c) Each issuance of Shares pursuant to the provisions of this Agreement shall be recorded in the Company’s register
of members. All issued Company Securities shall be uncertificated, unless a certificate is required by Applicable Law.
ARTICLE 3
Management of the Company; the Manager
Section 3.01. Management Generally.
(a) Subject to Section 3.01(b), the power to direct or cause the direction of the management and policies of the
Company shall be vested exclusively in the Board. Any references in this Agreement to a determination made by, or the judgment
of, the Company shall be deemed to refer to a determination made by, or the judgment of, the Board, respectively. The
Shareholders shall have no part in the management or control of the Company and shall have no authority or right to act on
behalf of the Company in connection with any matter.
(b) Subject to any limitations under Applicable Law, the Board may appoint one or more officers of the Company (the
“Officers”) and delegate to any Officer such authority as the Board may determine. To the extent any such delegated authority
would otherwise be an authority of the Board under Applicable Law or this Agreement, any determination made by, or the
judgment of, the Officer exercising such authority in accordance with such delegation shall be deemed to be a determination
made by, or the judgment of, the Board. The Board may remove any Officer at any time with or without cause.
20
(c) Unless explicitly designated as such, the Officers are not members of the Board. One individual may hold more
than one office. Each Officer shall hold his or her office until his or her successor is appointed or until his or her earlier
resignation, removal, incapacity or death. Any Officer may resign by delivering his or her written resignation to the Company,
and such resignation shall be effective upon receipt unless it is specified to be effective at such other time or upon the happening
of some event.
(d) No Person dealing with any Officer shall be required to determine such Officer’s authority to make any
commitment or undertaking on behalf of the Company or to determine any fact or circumstance bearing upon the existence of the
authority of such Officer.
Section 3.02. Memorandum and Articles of Association Provisions. Each Shareholder agrees to vote all of its
Company Securities or execute proxies or written consents, as the case may be, and to take all other actions necessary, to
ensure that the Memorandum and Articles of Association (i) facilitate, and do not at any time conflict with, any provision of
this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this
Agreement.
Section 3.03. The Manager. To the fullest extent permitted by Cayman law, the Board shall have the right to
delegate management and conduct of the business of the Company to another Person designated to act as the manager of the
Company. To the extent of any such delegation, any references in this Agreement to a determination made by, or the
judgment of, the Company or the Board shall be deemed to refer to a determination made by, or the judgment of, such
manager, respectively. Without limiting the foregoing, on the date of the Original Agreement, the Company entered into the
Management Agreement with the Manager pursuant to which the Company appointed the Manager to act as the manager of
the Company to the extent contemplated by the Management Agreement, and as of the date hereof the Manager continues
to act as the manager of the Company to the extent so contemplated. In the event that, at any time, the Manager is not
serving as manager of the Company, any references in this Agreement to a determination made by, or the judgment of, the
Manager shall be deemed to refer to a determination made by, or the judgment of, the Board or such other Person to which
the Board has delegated such determination or judgment.
Section 3.04. Cause Event.
(a) Upon the occurrence of a Cause Event, at Comcast Shareholder’s election, the Company shall (i) redeem the
Company Securities held by ManagementCo Shareholder (a “Cause Redemption”) in accordance with this Section 3.04 and (ii)
terminate the Management Agreement.
(b) Upon the occurrence of a Cause Redemption, (i) the Class I-B Shares held by ManagementCo Shareholder and the
Class II Shares shall be compulsorily redeemed by the Company, (ii) ManagementCo Shareholder shall cease to have any rights,
powers, obligations or duties provided to it under this Agreement (except for any rights, powers, obligations and duties under this
Section 3.04(b) and Section 10.06) or otherwise in respect of its Class I-B Shares or the Class II Shares, (iii) ManagementCo
Shareholder shall cause each member of the Board to resign, effective as of the date of such redemption, and (iv) Section 11.02
shall apply as if (A) the date of such redemption is an
21
Interim Clawback Date and (B) the Company had sold all Company Assets at the Quarterly Value, settled all of its liabilities and
distributed the resulting cash pursuant to Section 11.01 on the date of such redemption (and, for the avoidance of doubt,
ManagementCo Shareholder shall not participate in any appreciation in the value of any Company Assets after the date of such
redemption). In connection with a Cause Redemption, ManagementCo Shareholder shall be entitled to receive from the Company
as of the date of redemption an amount equal to the distributions it would be entitled to receive in such assumed liquidation as
contemplated by clause (iv) of the preceding sentence, less 20% of the portion of such amount that is attributable to undistributed
Class II Proceeds, and ManagementCo Shareholder shall be deemed to have an Available Capital Commitment equal to zero from
and after the date of redemption. Any amount paid to ManagementCo Shareholder pursuant to this Section 3.04(b) shall be paid
in the form of a promissory note, which promissory note shall be non-interest bearing, shall have a final maturity date not later
than the last day on which the Company makes distributions pursuant to Section 11.01 and shall provide that ManagementCo
Shareholder will receive payments in respect thereto on each date on which a distribution is made to the Shareholders in
proportion to the distributions that ManagementCo Shareholder would have received had a Cause Redemption not occurred. The
Shareholders and the Company agree that, to the maximum extent permissible, all payments under this Section 3.04(b) (other
than the issuance of the promissory note to the extent such issuance is not otherwise a taxable event under the Code) shall be
treated as payments described in Section 736(b)(1) of the Code.
(c) Upon any termination of the Management Agreement, the Manager shall cease to have any rights, powers,
obligations or duties provided to it under this Agreement (except for any rights, powers, obligations and duties under Section
10.06).
ARTICLE 4
Consent Rights
Section 4.01. Actions Requiring Consent. The Company agrees that it shall not take any of the following actions
(in each case, including any action by the Board or any committee of the Board or the Manager or any other manager of the
Company) without the approval of Comcast Shareholder:
(a) make any individual Investment (or a series of Investments that are part of the same overall transaction) of more
than $400 million in the aggregate sourced from Capital Contributions or Distributable Amounts; provided, however, that at any
time at which the Unreturned Capital Amount of Comcast Shareholder is zero, the Company may make any individual
Investment (or a series of Investments that are part of the same overall transaction) of up to $750 million in the aggregate sourced
from Distributable Amounts without the approval of Comcast Shareholder; or
(b) make Investments (i) of more than $2 billion in the aggregate sourced from Capital Contributions or Distributable
Amounts in any 12-month period or (ii) of more than $400 million in the aggregate sourced from Available Capital Commitments
(other than any increase thereof pursuant to Section 6.03 hereof) in any 12-month period beginning on the date hereof;
(c) make any Regulated Investment that would:
22
(i) limit or impair in any significant respect the activities of (A) any then-existing or then-contemplated
Comcast Core Business under any provision of Relevant Law or (B) any then-existing Comcast Core Business operating in any
jurisdiction outside of the United States under any Non-U.S. Law of any jurisdiction in which such Comcast Core Business
operates; or
(ii) subject (A) Comcast or any of its Affiliates to any additional significant obligations or requirements
under Relevant Law or (B) any then-existing Comcast Core Business operating in any jurisdiction outside of the United States to
any additional significant obligations or requirements under any Non-U.S. Law of any jurisdiction in which such Comcast Core
Business operates;
(d) make any Investment that would violate (or cause Comcast or any of its Affiliates to be in violation of) in any
significant respect any Applicable Law;
(e) make any Investment that would limit or impair in any significant respect the activities of any (i) then-existing or
then-contemplated Comcast Core Business under U.S. Law regarding antitrust or (ii) then-existing Comcast Core Business
operating in any jurisdiction outside of the United States under Non-U.S. Law regarding antitrust of any jurisdiction in which
such Comcast Core Business operates;
(f) make any Investment in the United States in any Comcast Core Business where Comcast wishes to (i) acquire
100% of the relevant business and, thereafter, (ii) integrate the relevant business into Comcast’s other operations in a manner
consistent with the manner in which Comcast has integrated other acquired businesses that do not have third party investors or in
a manner such that it would otherwise be unduly burdensome or inappropriate for there to be third party investors in such
business (a “Comcast Core Integrated Investment”);
(g) make any Investment in the United States in any Comcast Core Business, other than a Comcast Core Integrated
Investment (a “Comcast Core Non-Integrated Investment”); provided that, in the case of any Comcast Core Non-Integrated
Investment that is being independently considered by the Company, (i) with respect to such Comcast Core Non-Integrated
Investment in a domestic corporation, the Company will partner and be permitted to co-invest with Comcast for at least 25% of
such Comcast Core Non-Integrated Investment, provided, however, that such co-investment percentage may be reduced at
Comcast’s election, but not below 20%, solely to the extent necessary to enable Comcast to file a consolidated return (within the
meaning of Section 1501 of the Code) with such domestic corporation; and (ii) with respect to all other Comcast Core Non-
Integrated Investments, the Company will partner and be permitted to co-invest with Comcast for at least 25% of such Comcast
Core Non-Integrated Investments;
(h) issue any Company Securities other than as contemplated by this Agreement or any other equity securities or
admit third party direct investors (other than Comcast Shareholder, ManagementCo Shareholder, any Comcast Permitted
Transferee and any ManagementCo Permitted Transferee) in the Company; provided, however, that Comcast Shareholder agrees
to consider any request by the Company to admit third party direct investors in the Company (it being understood that such
determination will be made in Comcast Shareholder’s sole discretion);
(i) make a public offering of securities issued by the Company;
23
(j) permit the entry into any agreement or arrangement between the Company or any of its Subsidiaries or Portfolio
Companies or any of their respective Subsidiaries, on the one hand, and the Manager, ManagementCo Shareholder or any of their
respective Affiliates (other than the Company and its Subsidiaries), on the other hand, other than this Agreement, the
Management Agreement, the Letter Agreement or any such agreement or arrangement (A) providing for reimbursement by any
Portfolio Company of any expenses of the Manager, ManagementCo Shareholder or any of their respective Affiliates permitted to
be reimbursed pursuant to Section 7.01, (B) providing for payment of any Transaction Fees to the Manager, the ManagementCo
Shareholder or any of their respective Affiliates to the extent such payment is permitted by this Agreement or the Management
Agreement, (C) providing for indemnification, contribution, exculpation or advancement of expenses by any Portfolio Company
or any of its respective Subsidiaries in respect of any damages, liabilities, losses or expenses of the Manager, ManagementCo
Shareholder or any of its Affiliates, (D) that is a shareholders agreement or similar agreement and does not provide for the
payment of money or other items of value, directly or indirectly, to or for the benefit of the Manager, ManagementCo
Shareholder or any of their respective Affiliates, or (E) that is a trademark license agreement or similar agreement related to
intellectual property rights and does not provide for the payment of money or other items of value, directly or indirectly, to or for
the benefit of the Manager, ManagementCo Shareholder or any of their respective Affiliates;
(k) permit the waiver or failure to enforce by the Company or any of its Subsidiaries of any contractual obligations of
the Manager, ManagementCo Shareholder or any of their respective Affiliates (other than the Company and its Subsidiaries),
including obligations of the Manager pursuant to the Management Agreement;
(l) take any action that is reasonably expected to cause the Company not to be treated as a partnership for U.S. federal
income tax purposes; or
(m) make any amendment to the Memorandum and Articles of Association.
Any Capital Contributions called for purposes of repaying Company Debt that was incurred in lieu of requiring Capital
Contributions from any Shareholder in order to make an Investment, as contemplated by Section 6.02(c), shall be treated as
Capital Contributions to make an Investment on the date such Capital Contributions were made for purposes of repaying such
Company Debt.
Section 4.02. Further Agreements with Respect to Actions Requiring Consent.
(a) In the event that Comcast Shareholder determines not to grant its consent to a proposed action pursuant to Section
4.01, the Manager and Comcast Shareholder shall discuss the reasons for such withholding of consent and will consider in good
faith whether there are alternative approaches that might address Comcast Shareholder’s concerns while permitting (a possibly
modified version of) the proposed action to go forward.
(b) In the event that Comcast Shareholder determines not to grant its consent to a proposed Investment under Section
4.01(f) or Section 4.01(g), and such Investment is initially identified to Comcast Shareholder by the Company or the Manager,
Comcast Shareholder, the Company and the Manager will discuss in good faith arrangements
24
designed to compensate the Manager for its efforts in identifying/sourcing the Investment.
Section 4.03. Core Business Evaluation. Solely for the purposes of the matters covered by this Section 4.03,
during the Company’s evaluation of any prospective Investment, the Manager may, in its sole discretion, present to
Comcast Shareholder a summary description of the prospective Investment (“Core Business Evaluation Material”), and
Comcast Shareholder shall have 10 Business Days from receipt of such Core Business Evaluation Material to notify the
Manager in writing whether it believes that such prospective Investment is in a Comcast Core Business. To the extent
Comcast Shareholder believes after receipt of Core Business Evaluation Material that a prospective Investment is in a
Comcast Core Business, Comcast Shareholder will have an additional 10 Business Days from the date it notifies the
Manager in writing of such belief to notify the Manager in writing whether it would designate such prospective Investment
as a Comcast Core Integrated Investment or a Comcast Core Non-Integrated Investment. Notwithstanding the foregoing,
Comcast Shareholder and Comcast acknowledge and agree that (i) any indication by Comcast Shareholder pursuant to this
Section 4.03 that it believes a prospective Investment is in a Comcast Core Business shall not be binding on the Company,
the Manager or any of their respective Affiliates and (ii) any indication by Comcast Shareholder pursuant to this Section
4.03 that it believes a prospective Investment is not in a Comcast Core Business shall be binding on Comcast Shareholder
and its Affiliates.
ARTICLE 5
Restrictions on Transfer
Section 5.01. General Restrictions on Transfer.
(a) Each Shareholder understands and agrees that the Company Securities have not been registered under the
Securities Act and are restricted securities. Each Shareholder agrees that it shall not Transfer any Company Securities, except in
compliance with the Securities Act, any other applicable securities or “blue sky” laws and the terms and conditions of this
Agreement and the Memorandum and Articles of Association.
(b) Any attempt to Transfer any Company Securities not in compliance with this Agreement and the Memorandum
and Articles of Association shall be null and void, and the Company shall not give any effect in the Company’s register of
members to such attempted Transfer.
Section 5.02. Legends. If at any time the Company issues certificated Company Securities, then, in addition to any
other legend that may be required, each certificate for Company Securities issued to any Shareholder shall bear a legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY
IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH
25
IN THE SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 24, 2015 AND EFFECTIVE AS OF
JANUARY 1, 2016, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED
UPON REQUEST FROM ATAIROS GROUP, INC. OR ANY SUCCESSOR THERETO, AND THIS
SECURITY MAY NOT BE VOTED OR OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE THEREWITH.
Section 5.03. Restrictions on Transfers.
(a) Restrictions on Transfer. Except as expressly permitted by this Agreement, no Transfer of any Company Securities
shall occur.
(b) Comcast Permitted Transferees. Notwithstanding Section 5.03(a), without the consent of the Company, the
Manager or any other Shareholder, (i) Comcast Shareholder may Transfer some or all of its Company Securities (A) to one or
more Comcast Permitted Transferees in accordance with this Section 5.03 or (B) as contemplated by Section 10.08 and, in each
case, in accordance with the Memorandum and Articles of Association and (ii) ManagementCo Shareholder may Transfer some
or all of its Company Securities to one or more Management Shareholder Permitted Transferees in accordance with this Section
5.03 and the Memorandum and Articles of Association.
(c) Treatment of Comcast Shareholder Rights and Obligations.
(i) If Comcast Shareholder Transfers all of its Company Securities to a Comcast Permitted Transferee, then,
subject to Section 5.03(d), all Comcast Shareholder Rights and Obligations shall, subject to Section 5.03(c)(iv), automatically
apply to such Comcast Permitted Transferee, and the provisions of this Agreement shall be construed accordingly.
(ii) If Comcast Shareholder Transfers some, but less than all, of its Company Securities to a Comcast
Permitted Spin Transferee (a “Partial Spin Transfer”), then (A) such Transfer shall only be in the form of an indirect transfer
via the transfer to such Comcast Permitted Spin Transferee of equity securities issued by Comcast Shareholder (or the issuance
by Comcast Shareholder of equity securities to such Comcast Permitted Spin Transferee), (B) subject to Section 5.03(c)(iv) and
Section 5.03(d), all Comcast Shareholder Rights and Obligations shall continue to apply to, and shall only be exercisable by,
Comcast Shareholder and (C) Comcast and the Comcast Permitted Spin Transferee shall enter into such arrangements with
respect to the indirect allocation of Comcast Shareholder Rights and Obligations between themselves (as holders of equity
securities issued by Comcast Shareholder) as they shall determine in their sole discretion.
(iii) In the event that Comcast proposes to effect a Partial Spin Transfer and the procedures set forth in
Section 5.03(c)(ii) would, or would reasonably be likely to, result in significant adverse consequences to Comcast or the Comcast
Permitted Spin Transferee, then Comcast Shareholder, the Company and the Manager shall negotiate in good faith to structure
alternative arrangements and modify this Agreement so as to effect the original intent of the parties (as reflected in Section
5.03(c)(ii) and Section 5.03(d)) as close as possible in an acceptable manner so that the transactions contemplated by Section
5.03(c)(ii) can be consummated as originally contemplated to the fullest extent
26
possible without resulting in such adverse consequences. Without limiting the generality of the foregoing, such alternative
arrangements may include the Transfer of some of Comcast Shareholder’s Company Securities to the Comcast Permitted Spin
Transferee and the allocation of Comcast Shareholder Rights and Obligations between Comcast and the Comcast Permitted Spin
Transferee.
(iv) In the event of a Partial Spin Transfer, Comcast Shareholder’s consent rights set forth in Section 4.01(c)
shall only be allocated to the Comcast Permitted Spin Transferee pursuant to Section 5.03(c)(ii) to the extent they correspond to
the legal and regulatory regimes applicable to such Comcast Permitted Spin Transferee. In the event of a Transfer of all Comcast
Shareholder’s Company Securities to a Comcast Permitted Spin Transferee, the parties acknowledge and agree that Comcast
Shareholder’s consent rights set forth in Section 4.01(c) shall be adjusted, if necessary, in order to correspond only to the legal
and regulatory regimes applicable to such Comcast Permitted Spin Transferee and, in such a case, the parties shall negotiate in
good faith to enter into an amendment to this Agreement, to be effective immediately prior to the completion of any such
Transfer, so that such consent rights are so appropriately adjusted; provided, however, that in no case shall such consent rights be
adjusted to grant any broader consent rights to any Comcast Permitted Spin Transferee than the consent rights held by Comcast
Shareholder pursuant to Section 4.01(c) as in effect immediately prior to such amendment.
(d) Treatment of ROFO Rights.
Spin Transferee:
Holder:
(i) In the case of a Transfer of all of Comcast Shareholder’s Company Securities to a Comcast Permitted
(A) if, at the time of the Transfer, the Comcast Permitted Spin Transferee is an Eligible ROFO
automatically apply to the Comcast Permitted Spin Transferee; and
(1) the Comcast Rights and Obligations set forth in Article 9 (the “ROFO Rights”) shall
an Eligible ROFO Holder, the ROFO Rights shall automatically cease to apply effective as of the 24 month anniversary of the
date on which the Comcast Permitted Spin Transferee ceases to be an Eligible ROFO Holder; provided that the ROFO Rights
shall continue to apply in respect of any Offered ROFO Assets for which an Offer Notice has been delivered prior to the time at
which the ROFO Rights otherwise cease to apply (this proviso, the “Surviving ROFO Rights Principle”); or
(2) if, at any time after the Transfer, the Comcast Permitted Spin Transferee ceases to be
Holder, the ROFO Rights shall automatically cease to apply, subject to the Surviving ROFO Rights Principle.
(B) if, at the time of the Transfer, the Comcast Permitted Spin Transferee is not an Eligible ROFO
(ii) In the case of a Partial Spin Transfer:
(A) if, at the time of the Transfer, neither Comcast nor the Comcast Permitted Spin Transferee is an
Eligible ROFO Holder, the ROFO Rights shall automatically cease to apply, subject to the Surviving ROFO Rights Principle; or
27
(B) in all other cases, (1) at the time of the Transfer, Comcast shall determine in its sole discretion,
and designate in writing to the Manager, whether the ROFO Rights with respect to each Portfolio Company in which the
Company then holds an Investment shall be allocated to Comcast or to the Comcast Permitted Spin Transferee and (2) at all times
after the Transfer, promptly following the consummation of each Investment made by the Company in a Portfolio Company that
is not covered by the preceding clause (1), Comcast shall determine in its sole discretion, and designate in writing to the Manager,
whether the ROFO Rights with respect to such Portfolio Company shall be allocated to Comcast or to the Comcast Permitted
Spin Transferee; provided that, in the case of each of clauses (1) and (2), Comcast may not allocate ROFO Rights to Comcast or
to the Comcast Permitted Spin Transferee if, at the time of such allocation, such Person is not an Eligible ROFO Holder (and, if
at the time at which Comcast would otherwise allocate ROFO Rights pursuant to this Section 5.03(d)(ii), neither Comcast nor the
Comcast Permitted Spin Transferee is an Eligible ROFO Holder, then such ROFO Rights shall automatically cease to apply,
subject to the Surviving ROFO Rights Principle).
(iii) If any ROFO Rights are allocated to Comcast or the Comcast Permitted Spin Transferee pursuant to
Section 5.03(d)(ii) and, following such allocation, such Person ceases to be an Eligible ROFO Holder, then the ROFO Rights
allocated to such Person shall automatically cease to apply effective as of the 24 month anniversary of the date on which such
Person ceases to be an Eligible ROFO Holder, subject to the Surviving ROFO Rights Principle.
(iv) For the avoidance of doubt, (A) any ROFO Rights allocated to Comcast or the Comcast Permitted Spin
Transferee pursuant to Section 5.03(d)(ii) shall continue to apply to, and shall only be exercisable by, Comcast Shareholder, as
contemplated by Section 5.03(c)(ii) and (B) any ROFO Rights that cease to apply pursuant to Section 5.03(d)(ii) or 5.03(d)(iii)
shall no longer apply to, and shall not be exercisable by, Comcast Shareholder or any other Person.
(e) General Provisions.
(i) Notwithstanding Section 5.03(b), in no event may a Transfer of some or all of the Company Securities
held by Comcast Shareholder or ManagementCo Shareholder occur if the Manager determines in good faith that such Transfer is
reasonably likely to (A) cause a dissolution of the Company under Applicable Law (for the avoidance of doubt, not including any
technical termination under Section 708(b)(1)(B) of the Code); (B) result in the Company’s assets being deemed to be “plan
assets” for purposes of ERISA or constitute a prohibited transaction under ERISA or the Code; (C) require the Company to
register as an “investment company” within the meaning of the Investment Company Act; (D) require registration of any
Company Securities under the Securities Act; (E) cause the Company to be treated (or cause a material risk that the Company
will be treated) as a ‘publicly traded partnership’ or otherwise as a corporation for U.S. federal income tax purposes; (F) subject
the Company, the Manager or any of their respective Affiliates to a materially burdensome tax, legal or regulatory regime to
which it would not otherwise be subject; (G) cause the Company, the Manager or any of their respective Affiliates to be in
violation of Applicable Law; or (H) result in the Company, any Shareholder or any of their respective Affiliates being subject,
directly or indirectly, to additional tax costs not reimbursed by Comcast (with respect to a Transfer of Company Securities held
by Comcast
28
Shareholder) or ManagementCo Shareholder (with respect to a Transfer of Company Securities held by ManagementCo
Shareholder).
a joinder to this Agreement in a form to be reasonably agreed by the transferor and the Company.
(ii) Each Comcast Permitted Transferee and ManagementCo Shareholder Permitted Transferee shall execute
ARTICLE 6
Capital Commitments and Capital Contributions
Section 6.01. Capital Commitments.
(a) Each Shareholder hereby agrees to, from time to time as hereinafter set forth in this Article 6, make Capital
Contributions in respect of (i) Investments; provided that the applicable Drawdown Notice is delivered to such Shareholder prior
to the termination of the Commitment Period (except that such Drawdown Notice may be delivered to such Shareholder after the
termination of the Commitment Period if such Drawdown Notice relates to an Investment that the Company committed to make
pursuant to a binding agreement entered into prior to the termination of the Commitment Period) and (ii) Company Expenses.
(b) Notwithstanding anything contained in this Agreement, but subject to Section 6.03, no Shareholder shall be
required to make any Capital Contribution (other than a Capital Contribution by Comcast Shareholder to fund the Management
Fee pursuant to Section 6.02(d)) to the extent that, at the time such Capital Contribution is to be made, such Capital Contribution
exceeds such Shareholder’s Available Capital Commitment at such time.
(c) At Comcast Shareholder’s election, the Commitment Period shall terminate early upon the first to occur of the
following:
(i) an Initial CEO Event; or
(ii) a Cause Event.
The Company shall give Comcast prompt notice of the occurrence of any Initial CEO Event or Cause Event.
(d) Capital Contributions shall be treated by the Company as consideration for the subscription for additional Class I
Shares in accordance with Section 2.05(b).
Section 6.02. Drawdowns.
(a) Subject to Article 4 and this Article 6, each Shareholder shall make Capital Contributions in such amounts and at
such times as the Company shall specify in notices (“Drawdown Notices”) delivered from time to time to such Shareholder. All
Capital Contributions shall be paid to the Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York
time) on the date specified in the applicable Drawdown Notice. Capital Contributions may include amounts that the Company
determines, in its reasonable discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of
Company Expenses.
29
(b) Each Drawdown Notice in respect of a Drawdown shall specify:
(i) the manner in which, and the expected date on which, such Drawdown is to be applied;
(ii) the required Capital Contribution to be made by each Shareholder (which shall be equal to the sum of
(x) such Shareholder’s share (determined pursuant to Section 6.02(c)) of each Investment Drawdown Amount, and (y) such
Shareholder’s share (determined pursuant to Section 6.02(d)) of each Company Expenses Drawdown Amount;
Business Days from and including the date of delivery of the Drawdown Notice; and
(iii) the date (the “Drawdown Date”) on which such Capital Contribution is due, which will be at least 10
(iv) the account of the Company to which such Capital Contributions shall be paid.
(c) With respect to each draw of Capital Contributions to the extent to fund an Investment, each Shareholder shall be
required to make a Capital Contribution equal to the product of (x) such Shareholder’s Available Commitment Percentage
multiplied by (y) the Investment Drawdown Amount in respect of such Investment. In lieu of requiring any Shareholder to make
any Capital Contributions contemplated by this Section 6.02(c), the Company may elect to incur Company Debt to fund all or
any portion of an Investment that would otherwise be funded with the proceeds of such Capital Contributions (and in any such
case, for the avoidance of doubt, the calculation of a Shareholder’s share of the amount required to fund an Investment shall be
calculated in accordance with this Section 6.02(c)). If the Company intends to make any such election with respect to any
Shareholder, the Company shall in any event provide a Drawdown Notice to such Shareholder as if Capital Contributions would
be required from such Shareholder and include in such Drawdown Notice a statement of the Company’s intent to make such
election. Within five Business Days of delivery of such Drawdown Notice, the Shareholder may inform the Company that the
Shareholder refuses the Company’s election and will instead make its Capital Contributions in cash in accordance with Section
6.02(a) and otherwise in a timely manner (and upon receipt of such information, the Company’s election shall be cancelled and of
no further force or effect). The Company may make any election under the second sentence of this Section 6.02(c) with respect to
one or more Shareholders and not any other Shareholder. For purposes of this Agreement, any Capital Contribution made by a
Shareholder for purposes of repaying Company Debt as contemplated by Section 8.05(h) shall be treated as a Capital
Contribution to fund an Investment, or in respect of an Investment, to the extent, and only to the extent, the amount being repaid
consists of any portion of such Company Debt originally incurred to fund any portion of the acquisition cost of such Investment
(and, for the avoidance of doubt, any Capital Contributions used to pay interest, fees or similar amounts in respect of Company
Debt shall not be treated as Capital Contributions to fund any portion of the acquisition cost of an Investment).
(d) With respect to each draw of Capital Contributions to the extent to fund Company Expenses, subject to Section
8.05(h), each Shareholder shall be required to make a Capital Contribution equal to the product of (x) such Shareholder’s
Available Commitment Percentage multiplied by (y) the Company Expenses Drawdown Amount in respect of such Company
Expenses; provided, that, with respect to each draw of Capital
30
Contributions to the extent to fund the Management Fee, Comcast Shareholder shall be required to make a Capital Contribution
equal to the amount of the Management Fee to be funded by such draw and no other Shareholder shall be required to make any
Capital Contribution.
(e) Subject to Section 4.01, the Company may utilize previous Capital Contributions in respect of Temporary Cash
Funds or amounts retained by the Company pursuant to Section 8.05(c) to fund all or any portion of the acquisition of any
Investment or the payment of Company Expenses at any time, and, for the avoidance of doubt, any such use will not reduce the
Available Capital Commitment of any Shareholder.
Section 6.03. Reinvestment. At all times during the Commitment Period, the Company may recall as Capital
Contributions pursuant to this Article 6 all or a portion of amounts distributed to the Shareholders pursuant to Section 8.02
that represent the return of Capital Contributions made by the Shareholders and use such recalled amounts for the making of
Investments; provided that in no event will the cost basis of Investments held by the Company attributable to Capital
Contributions made by Comcast Shareholder (including any recalled Capital Contributions) exceed $4,500,000,000 at any
time (for the avoidance of doubt, not reduced by any amounts retained by the Company pursuant to Section 8.05(c)). In
order to give effect to the foregoing, any amounts distributed prior to the end of the Commitment Period to any Shareholder
pursuant to Section 8.02 that represent the return of Capital Contributions shall reduce, on a dollar-for-dollar basis, the
amount of “Capital Contributions made” by such Shareholder prior to such time for purposes of clause (b) of the definition
of “Available Capital Commitments”. Notwithstanding the foregoing or anything to the contrary in this Agreement, for
purposes of this Section 6.03, (a) the amount of the distribution to each Shareholder as contemplated by the third sentence
of Section 6.02(f) of the Third Amended Agreement (provided that the amount of the distribution to Comcast Spectacor
shall be treated as if it was made to Comcast Shareholder) will be recallable under this Section 6.03 until the end of the
Commitment Period (and shall reduce, on a dollar-for-dollar basis, the amount of “Capital Contributions made” by such
Shareholder prior to such time for purposes of clause (b) of the definition of “Available Capital Commitments”) and (b)
amounts previously distributed to Comcast Spectacor that represented the return of any Capital Contributions (as defined in
the Third Amended Agreement) made by Comcast Spectacor pursuant to the Second Amended Agreement or Third
Amended Agreement (each as amended from time to time) shall have constituted the return of such Capital Contributions to
Comcast Shareholder (as if originally made by Comcast Shareholder) and may be recalled from the Comcast Shareholder
for the purpose of making any Investments.
ARTICLE 7
Expenses
Section 7.01. Definition and Payment of Manager Expenses. The Management Agreement provides that, as
between the Manager and the Company, the Manager shall be solely responsible for and shall pay all Manager Expenses.
As used herein, the term “Manager Expenses” means (i) normal operating expenses of the Manager including
compensation and employee benefit expenses of employees of the Manager and related overhead (including rent, utilities
and other similar items) (it being understood that the Manager or any of its Affiliates may seek to be reimbursed by actual
or potential Portfolio Companies for out-of-pocket expenses
31
incurred by the Manager or any of its Affiliates (e.g., due diligence, legal, accounting, investment banking and similar
expenses incurred in connection with any actual or prospective transactions; travel expenses associated with attending board
meetings and otherwise conducting investment oversight, etc.)), and (ii) routine administrative expenses of the Company
(e.g., the preparation of financial statements of the Company pursuant to Section 10.02(a) and the preparation and filing of
tax returns of the Company pursuant to Section 10.19(a), subject to the other terms regarding expenses set forth in Section
10.19(a)).
Section 7.02. Definition and Payment of Company Expenses.
(a) The Company shall be responsible for and shall pay all Company Expenses. As used herein, the term “Company
Expenses” means all expenses or obligations of the Company or any Subsidiary, or otherwise incurred by the Manager in
connection with this Agreement (other than (x) Manager Expenses and (y) the obligation of the Company to pay the purchase
price for any Investment), including:
(i) reasonable expenses in connection with the organization of the Company;
(ii) to the extent not reimbursed by actual or potential Portfolio Companies, expenses directly attributable to
any Investment or proposed Investment that is ultimately not made by the Company, including all unreimbursed expenses
incurred in connection with the evaluation, making, holding, refinancing, pledging, sale or other disposition or proposed
refinancing, pledging, sale or other disposition of all or any portion of such Investment (including deal initiation expenses,
investment banking, consulting, valuation, custodial, trustee and professional expenses, and travel);
(iii) to the extent not reimbursed by actual or potential Portfolio Companies, other expenses of the Company
incurred in connection with the ongoing operation and administration of the Company that are not included in the definition of
“Manager Expenses”, including the Management Fee;
(iv) Company Debt Expenses; and
(v) non-routine or extraordinary expenses of the Company, including any litigation-related expense,
indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Company with respect to
any Person, whether payable in connection with a proceeding involving the Company or otherwise, and premiums for related
insurance, if any.
ARTICLE 8
Distributions; Allocations; Capital Accounts
Section 8.01. Distributions Generally. Subject to the provisions of Section 11.01, distributions shall be made in
accordance with this Article 8. Except as expressly set forth below, all calculations with respect to distributions shall be
made on an Investment-by-Investment basis.
Section 8.02. Distributions of Proceeds of Investments. Subject to Section 8.05, and to amounts being lawfully
available for the purpose, distributions of Proceeds in respect of a particular Investment will be made in respect of the Class
I
32
Shares and the Class II Shares until the holders of the Class I Shares and the Class II Shares have received, on a cumulative
basis and without duplication, the amounts set forth below in the following order of priority:
(a) first, 100% to the holders of Class I Shares (pro rata in accordance with the amount of Capital Contributions made
by such holders in respect of such Investment) until the aggregate amount distributed in respect of the relevant Investment equals
the aggregate amount of Capital Contributions made in respect of such Investment plus the Priority Return;
(b) second, 100% to the holders of Class I Shares (pro rata in accordance with the amount of Capital Contributions
made by such holders in respect of previously realized Investments) until the aggregate amount distributed in respect of
previously realized Investments equals the aggregate amount of Capital Contributions made in respect of such previously realized
Investments plus the Priority Return;
(c) third, 100% to the holder of the Class I-A Shares until the aggregate amount distributed equals the amount of
Capital Contributions made in respect of Management Fees theretofore paid that the Manager determines in good faith should be
returned pursuant to this clause third in order to reflect the cost basis of the portion of the Company’s aggregate portfolio
represented by the relevant Investment and the previously realized Investments (measured relative to the cost basis of all realized
and unrealized Investments) plus the Priority Return on such amount of Management Fees;
(d) fourth, 100% to the holders of Class I Shares (pro rata in accordance with the amount of Capital Contributions
made by such holders in respect of Qualifying Company Expenses) until the aggregate amount distributed equals the amount of
Capital Contributions made in respect of Company Expenses (whether or not attributable to any Investment, and, for the
avoidance of doubt, excluding the Management Fee) theretofore paid that the Manager determines in good faith should be
returned pursuant to this clause fourth in order to reflect the cost basis of the portion of the Company’s aggregate portfolio
represented by the relevant Investment and the previously realized Investments (measured relative to the cost basis of all realized
and unrealized Investments) (such amount of Company Expenses, the “Qualifying Company Expenses”) plus the Priority
Return;
(e) fifth, either:
(i) if the Quarterly Value of the Company’s unrealized Investments is less than the aggregate amount of
Capital Contributions made in respect of such unrealized Investments, 100% to the holders of Class I Shares (pro rata in
accordance with the amount of Capital Contributions made by such holders in respect of unrealized Investments) until the
aggregate amount distributed equals the amount of the unrealized loss; or
(ii) if the Quarterly Value of the Company’s unrealized Investments is greater than the amount equal to (x)
the aggregate amount of Capital Contributions made in respect of such unrealized Investments minus (y) the aggregate amount
previously distributed to the holders of Class I Shares pursuant to subclause (i) of this clause (e) on account of then existing net
unrealized losses in respect of such unrealized Investments (such excess amount, the “unrealized gain” at such time), 100% to the
holder of Class II Shares until the aggregate amount distributed equals (A) 14.286% multiplied by (B) the
33
amount of such unrealized gain (provided that the amount of such unrealized gain taken into account for purposes of this
calculation shall not exceed the aggregate amount previously distributed to the holders of Class I Shares pursuant to subclause (i)
of this clause (e) and such previously distributed amounts shall relate to Investments that are unrealized Investments at the time
of the distribution pursuant to this subclause (ii));
(f) sixth, 87.5% to the holder of the Class II Shares and 12.5% to the holders of the Class I Shares (pro rata in
accordance with the respective aggregate Capital Contributions made by the holders of the Class I Shares, other than Capital
Contributions made by the holder of the Class I-A Shares to fund the Management Fee) until the holder of the Class II Shares has
received, as a “catch up” distribution with respect to its Class II Shares, 12.5% of all distributions made, less aggregate Capital
Contributions (including Capital Contributions made to pay Company Expenses, including Management Fees) returned, pursuant
to clauses (a) through (d) above and this clause (f); and
(g) thereafter, 87.5% to the holders of the Class I Shares (pro rata in accordance with the respective aggregate Capital
Contributions made by the holders of the Class I Shares, other than Capital Contributions made by the holder of the Class I-A
Shares to fund the Management Fee) and 12.5% to the holder of the Class II Shares.
Section 8.03. Other Provisions Applicable to Distributions.
(a) Notwithstanding anything to the contrary contained herein,
(i) it shall not be necessary to recover capital in respect of any realized Investment under clause (a) or (b) of
Section 8.02 if such capital has been previously recovered by virtue of a distribution under subclause (i) of clause (e) of Section
8.02 (which distribution, for the avoidance of doubt, has not been offset by a corresponding distribution under subclause (ii) of
clause (e) of Section 8.02); provided, however, that for the avoidance of doubt, in the case any capital in respect of any realized
Investment has been recovered by virtue of such a distribution under subclause (i) of clause (e) of Section 8.02, it shall remain
necessary to make distributions of the Priority Return under clause (b) of Section 8.02 in respect of such recovered capital to the
extent prior distributions under clause (a) of Section 8.02 have been insufficient to satisfy the full amount of such Priority Return;
and
(ii) it shall not be necessary to make any distribution in respect of any unrealized loss under subclause (i) of
clause (e) of Section 8.02 if there has been a previous distribution in respect of the amount of such loss under subclause (i) of
clause (e) of Section 8.02; provided, however, that for the avoidance of doubt, it shall remain necessary to make distributions
under subclause (i) of clause (e) of Section 8.02 in respect of subsequent unrealized losses with respect to the same Investment.
(b) It is understood that for purposes of Section 8.02, (i) a “realized Investment” will mean any Investment that has
been sold, otherwise disposed of or permanently and fully written off, and an “unrealized Investment” will mean any Investment
that has not been sold, otherwise disposed of or permanently and fully written off, in each case as determined by the Manager in
its reasonable discretion and (ii) any Investment that is partially sold or otherwise disposed of shall be treated as two (or more, as
appropriate) separate Investments and the Capital Contributions in respect of such Investment shall be allocated among such two
(or more, as appropriate) separate Investments, in each case as determined by the Manager in its reasonable discretion.
34
(c) In the event a recapitalization or similar transaction in respect of any Investment results in the receipt by the
Company of any extraordinary dividends or similar proceeds (“Recap Dividends”), such transaction shall be treated as a partial
disposition of the applicable Investment equal to the amount of such Recap Dividends received (and for purposes of Section 8.02
Capital Contributions in respect of the relevant Investment shall be allocated pro rata between such Recap Dividends and the
remaining Investment based upon the relative amount of such Recap Dividends and the Fair Market Value of the remaining
Investment immediately after giving effect to the payment of such Recap Dividends, as determined by the Manager in its
reasonable discretion; provided that where such Investment consists of Publicly Traded Securities, such determination shall be
based on the relative trading prices of such Publicly Traded Securities on the principal securities exchange on which such
securities are traded prior to and after the record date for the Recap Dividend.
(d) In the case of any ordinary dividends, interest or similar amounts received in respect of any unrealized Investment,
such ordinary dividends, interest or similar amounts shall not be treated as a disposition of the applicable Investment and such
unrealized Investment shall not be taken into account in determining the amount of Management Fees or Company Expenses that
are to be returned pursuant to clauses (c) and (d) of Section 8.02.
(e) Any amounts of Capital Contributions that are not used to make Investments or to satisfy Company Expenses
(including as Temporary Cash Funds) or to pay the Management Fee, together with any net income thereon, shall be returned by
the Company to the Shareholders, in the same relative proportions as the Shareholders made such Capital Contributions,
promptly following the determination by the Manager that such amounts will not be used for the purpose for which the relevant
Capital Contributions were made, subject to amounts being lawfully available to effect such return and subject to the right of the
Company to retain reasonable reserves for contingencies, expenses and liabilities. Any such returned Capital Contributions shall
remain available for recall by the Company in accordance with the terms of this Agreement.
(f) Notwithstanding anything in this Agreement to the contrary, the ManagementCo Shareholder may at any time
without the consent of any Shareholder elect not to receive at the time otherwise provided therefor all or any portion of any
distribution that otherwise would be made as a Class II Distribution. Any amount that is not distributed to the ManagementCo
Shareholder due to the preceding sentence, in the ManagementCo Shareholder’s sole discretion, either shall be retained by the
Company on behalf of the ManagementCo Shareholder or shall be distributed to the applicable Class I Shareholders. In making
distributions to a Class I Shareholder of any amount pursuant to the preceding sentence, the ManagementCo Shareholder may
apply such amount against distributions to such Class I Shareholder to which such Class I Shareholder is or becomes entitled
under any subsection of Section 8.02 (including as a return of Capital Contributions made in respect of Investments, Management
Fees and other Company Expenses, and/or a payment of the Priority Return), but treated as having been made on the actual date
any such amount is distributed. If the ManagementCo Shareholder in its sole discretion so elects, and unless and except to the
extent the ManagementCo Shareholder has waived its election right under this Section 8.03(f), all or any portion of subsequent
distributions otherwise distributable to such Class I Shareholder may be distributed to the ManagementCo Shareholder until the
ManagementCo Shareholder has received the amount of distributions it would have received had it not waived receipt of
35
any distributions pursuant to the first sentence of this Section 8.03(f). To the extent the ManagementCo Shareholder has elected
not to receive all or any portion of any distribution that otherwise would be made as a Class II Distribution with respect to any
Class I Shareholder in accordance with this Section 8.03(f), the ManagementCo Shareholder shall be under no obligation to
waive or reduce distributions with respect to any other Shareholders. The ManagementCo Shareholder shall be authorized to
make such determinations that the ManagementCo Shareholder in good faith believes to be reasonably necessary to give effect to
any provision set forth in this Section 8.03(f) and to implement other provisions of this Agreement (including but not limited to
Section 11.02) in a manner consistent with this Section 8.03(f).
Section 8.04. Tax Distributions. To the extent of available cash as determined in the reasonable discretion of the
Manager, and to amounts being lawfully available for the purpose, at the option of each Shareholder from time to time, the
Company shall make distributions in cash to such Shareholder in an amount necessary to pay combined federal, state and
local income tax, determined based on the Tax Rate, in respect of the net taxable income and gain allocated to such
Shareholder in respect of any taxable year of the Company. For purposes of applying the other provisions of this Article 8,
any distribution that is made pursuant to this Section 8.04 shall be treated as an advance against distributions otherwise to
be made pursuant to the other provisions of this Article 8.
Section 8.05. Other General Principles of Distribution.
(a) Distributions of Cash. Subject to Section 8.05(c) and Section 11.01(b), and to amounts being lawfully available
for the purpose, distributions of Proceeds shall be made as promptly as practicable after their receipt by the Company. All
distributions pursuant to this Section 8.05(a) shall be made in immediately available funds in (x) U.S. dollars, except to the extent
that distributions in U.S. dollars would be illegal or impracticable under Applicable Law, in which case, to such extent,
distributions shall be made in the currency in which cash is received by the Company or (y) Marketable Securities.
(b) Distributions in Kind. Prior to the commencement of the winding up of the Company, the Company shall not
make any distributions in kind of securities unless such securities are Marketable Securities. Following the commencement of the
winding up of the Company, subject to Section 11.01(b), the Company may distribute in kind any securities (whether or not
Marketable Securities) or other property constituting all or any portion of an Investment in such amounts as the Company shall in
its reasonable discretion determine. In any distribution of property in kind, the Company shall not discriminate among the
Shareholders but shall in any such distribution (i) distribute to the Shareholders property of the same type and (ii) if cash and
property in kind are to be distributed simultaneously in respect of any Investment, distribute cash and property in kind in the
same proportion to each Shareholder. For purposes of distributions pursuant to Section 8.02 and allocations pursuant to Section
8.07, (A) Marketable Securities shall be valued at the average of their closing sale prices on the principal securities exchange on
which such securities were traded on each trading day during the five trading day period ending immediately prior to such
distribution, or if such securities are not primarily traded on a securities exchange, the five day average of their closing bid prices
as shown by the National Association of Securities Dealers Automated Quotation System or comparable established over-the-
counter trading system consisting of the five trading day period immediately prior to such distribution and (B) all other property
to be
36
distributed in kind shall be valued at the Fair Market Value thereof determined by the Manager in its reasonable discretion on a
date as near as reasonably practicable to the date of notice of such distribution.
(c) Amounts Held in Reserve. Subject to Section 8.04, the Company shall have the right to retain up to
$2,000,000,000 of amounts otherwise distributable by the Company to the Shareholders (“Distributable Amounts”); provided
that, after the termination of the Commitment Period in accordance with the terms hereof, (i) the Company shall retain
Distributable Amounts only in an amount not greater than the amount necessary to make such provision as the Manager deems
necessary or advisable, in its reasonable discretion, for liabilities and obligations, contingent or otherwise, of the Company;
provided, however that such liabilities and obligations shall not include the obligation to pay for the purchase price of
Investments except pursuant to commitments of the Company in effect at such time; and (ii) any amount held by the Company as
of the termination of the Commitment Period in excess of the amounts permitted to be retained pursuant to the preceding clause
(i) shall be promptly distributed to the Shareholders. To the extent that any Investment is funded with Distributable Amounts
retained by the Company pursuant to this Section 8.05(c), such Investment shall, for purposes of Section 8.02, be treated as the
same Investment as the initial Investment whose realization resulted in such Distributable Amounts (or in the Distributable
Amounts that were used to fund any intermediate Investment whose realization resulted in the Distributable Amounts used to
fund such Investment).
(d) Tax Withholding. The Company is authorized to pay or withhold and pay over to the U.S. Internal Revenue
Service, or to any other relevant taxing authority, (i) such amounts as the Company is required to pay or withhold and pay over
pursuant to the Code or any other Applicable Law in respect of any Shareholder (including (x) to satisfy any outstanding tax
liability of a Shareholder or (y) any such amounts withheld against the Company with respect to a Shareholder), (ii) such portion
of any amounts in connection with an audit for which the Company is liable and that the Manager determines, in its reasonable
discretion, is attributable to such Shareholder or that result from such Shareholder’s status, actions or inactions, and (iii) any
amounts that the Manager reasonably determines should be paid or withheld and paid by the Company pursuant to Section
1446(f) of the Code. The Manager shall allocate any such amounts paid or withheld and paid to the Shareholders in respect of
whom such amount was paid or withheld and paid and shall treat such amounts as actually distributed to such Shareholders. To
the extent any such payment or withholding exceeds any Shareholder’s share of distributions or proceeds, or to the extent the
Manager fails for any reason to withhold any amounts required to be withheld as set forth in this Section 8.05(d), each
Shareholder further agrees to indemnify the Company in full for any amounts required to be paid or withheld and paid in respect
of or that is attributable to such Shareholder (including, without limitation, any interest, penalties and expenses associated with
such payments), and each Shareholder shall promptly upon notification of an obligation to indemnify the Company pursuant to
this Section 8.05 make a cash payment to the Company equal to the full amount to be indemnified. This Section 8.05(d) shall
survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the
dissolution of the Company and no current or former Shareholder shall be released from any obligations pursuant to this Section
8.05(d) as a result of any Transfer of its Company Securities (in whole or in part) or withdrawal from the Company.
Notwithstanding the foregoing, a Shareholder shall not be required to indemnify the Company, and the Manager shall instead
indemnify the Company, with respect to such interest, penalties, additions to tax or additional amounts that are imposed
37
as a result of a failure by the Company to withhold tax with respect to such Shareholder due to the Manager’s fraud, willful
misconduct or recklessness.
(e) Excess Transaction Fees. Notwithstanding anything to the contrary in this Agreement, (i) any Excess Transaction
Fees received by the Company (including any Excess Transaction Fees received by the Manager or any of its Affiliates and
remitted to the Company) shall be distributed to the Class I-A Shareholder and (ii) any distributions of Excess Transaction Fees
to the Class I-A Shareholder shall not be treated as having been made pursuant to Section 8.02 or 11.02 and shall not reduce the
amounts that the holders of Class I Shares are entitled to receive pursuant to those Sections.
(f) [Reserved.]
(g) Optional Share Repurchase.
(i) Notwithstanding anything to the contrary in this Agreement, the Board in its discretion may elect to cause
the Company to return amounts under this Article 8 to a Shareholder either (A) by distribution to such Shareholder or (B) by a
repurchase of such Shareholder’s Class I and/or Class II Shares, as applicable, and in the case of any such repurchase, in a
manner intended to result in economic consistency with the distribution provisions of Section 8.02 (where, for the avoidance of
doubt, Comcast Shareholder and ManagementCo Shareholder shall receive proceeds in respect of any such repurchase equal to
the amount such Shareholder would have been distributed pursuant to Section 8.02 with respect to the distribution event giving
rise to such repurchase).
(ii) In the event the Board elects with respect to any distribution event to cause amounts to be returned by a
repurchase of Shares, the Board shall first cause to be calculated, in accordance with Section 8.02, the amounts to be returned to
each Shareholder pursuant to each Distribution Tier (such calculated amount with respect to each Shareholder and each
Distribution Tier, a “Distribution Tier Return Amount”), and based upon the Distribution Tier Return Amounts with respect to
such distribution event, the Board shall cause to be calculated the applicable Asset Ratios.
(iii) The Board shall then cause the Company to repurchase from each Shareholder otherwise entitled to
receive a Distribution at such time, on a Repurchase Class-by-Repurchase Class basis, such number of Shares equal to (x) the
Asset Ratio for the applicable Repurchase Class held by such Shareholder applied to (y) the total outstanding Shares of such
Repurchase Class. Notwithstanding anything to the contrary in this Agreement, including this Section 8.05(g)(iii), if the
application of this Section 8.05(g) to any Shareholder with respect to any distribution event would otherwise result in such
Shareholder holding less than one whole Share of any class prior to the time at which such Shareholder would cease to have any
future rights to distributions in respect of such class of Shares (determined as though this Section 8.05(g) were never included in
this Agreement), then the number of Shares of such class repurchased from such Shareholder in connection with such distribution
event shall be reduced as necessary to cause such Shareholder to retain one whole Share of such class.
(iv) A repurchase of a Shareholder’s Class I Shares or Class II Shares shall otherwise be treated as a
“distribution” hereunder, and the Board shall have the power and authority, without the consent of any Shareholder, to interpret in
good faith any provision of this Agreement to give effect to the intent of this Section 8.05(g). For
38
the avoidance of doubt, in connection with any repurchase of Shares in accordance with this Section 8.05(g), amounts otherwise
distributable to a Shareholder at any Distribution Tier shall be treated as a “distribution” in respect of such Distribution Tier.
(h) Treatment of Amounts in Respect of Company Debt Expenses.
(i) To the extent the Company utilizes Company Debt in lieu of Capital Contributions from any Shareholder
to fund all or any portion of an Investment as contemplated by Section 6.02(c), then the Company shall allocate the Company
Debt Expenses in respect of such Company Debt exclusively to such Shareholder who, as a result, was not required to make any
such Capital Contributions. The amount of such Company Debt Expenses to be satisfied by a Shareholder shall be either retained
by the Company from amounts otherwise distributable to such Shareholder (but shall be deemed distributed for all purposes of
Articles 8 and 11), or called as Capital Contributions from such Shareholder pursuant to Section 6.02 (in which case, the amount
of such Capital Contributions shall reduce the “Available Capital Commitment” of such Shareholder); provided that,
notwithstanding anything to the contrary in Section 8.02 or otherwise, all other Shareholders shall be entitled to an amount of
distributions not less than the amount of distributions such Shareholders would have been entitled to if such Company Debt
Expenses had not been incurred.
(ii) To the extent the Company utilizes Company Debt in lieu of Capital Contributions to fund all or any
portion of an Investment as contemplated by Section 6.02(c), a Shareholder shall be deemed to have made a Capital Contribution
to repay such Company Debt on the earlier of (x) the date a Capital Contribution to repay such Company Debt is actually made
and (y) the date such Company Debt is repaid (if repaid other than through Capital Contributions).
Section 8.06. Capital Account. There shall be established for each Shareholder on the books and records of the
Company a capital account (a “Capital Account”), the balance of which shall initially be zero. It is intended that each
Shareholder’s Capital Account shall be maintained at all times in a manner consistent with the principles of Section 704 of
the Code and applicable U.S. Treasury Regulations thereunder, and that the provisions hereof relating to the Capital
Accounts shall be interpreted in a manner consistent therewith. The Capital Account of each Shareholder shall be:
(a) credited with the amount of cash contributed by such Shareholder, and if such Shareholder makes an in-kind
contribution to the Company, with the Fair Market Value of the contributed property (net of any liabilities secured by such
property that the Company assumes or to which such property is subject) as determined by the Manager in its reasonable
discretion pursuant to Section 8.05(b));
(b) credited with any allocations of income and gain that are made to such Shareholder pursuant to this Article 8;
(c) debited by any allocations of loss or deduction that are made to such Shareholder pursuant to this Article 8; and
(d) debited by the amount of cash, the fair value of other property as determined by the Manager in its reasonable
discretion, distributed by the Company to
39
such Shareholder (net of any liabilities of the Company assumed by such Shareholder and any liabilities to which such distributed
property is subject).
Section 8.07. Allocations. Except as otherwise provided in this Article 8, as of the last day of each fiscal period,
the Company’s items of income, gain, loss and deduction for such period shall be allocated as follows:
(a) Manager Expenses.
of the Class I-A Shares.
(i) Any items of loss or deduction that are attributable to the Management Fee shall be allocated to the holder
(ii) Any items of loss or deduction that are attributable to Company Expenses funded by or for the account of
any Shareholder in accordance with Section 6.02 (for the avoidance of doubt, not to include any Management Fee) shall be
allocated to such Shareholder.
(b) Profits and Losses. After giving effect to Section 8.07(a), Profits or Losses for such fiscal period (and, if
necessary, items of income, gain, loss or deduction included in the determination thereof) shall be allocated among the
Shareholders in a manner consistent with the corresponding distributions made or to be made pursuant to this Article 8. Without
limiting the generality of the foregoing, any allocation pursuant to this Section 8.07(b) shall be made in a manner such that each
Shareholder’s Capital Account balance, immediately after such allocation, is as nearly as possible (and proportionately as nearly
as possible with respect to all Shareholders’ Capital Accounts) equal to (i) the distributions that would be made to such
Shareholder pursuant to the provisions of this Article 8 if, immediately after such allocation, the Company were wound up, all of
its assets sold for cash equal to their Carrying Values and its liabilities settled (limited, in the case of any nonrecourse liability to
the Carrying Values of the assets securing such liability) and the remaining proceeds derived from the hypothetical sale of assets
were distributed pursuant to the provisions of this Article 8, minus (ii) the amount that such Shareholder would be obligated to
contribute to the Company in connection with such hypothetical liquidation, including any amount that ManagementCo
Shareholder would be required to contribute to the Company pursuant to Section 11.02, and any amount that such Shareholder
would be deemed, immediately prior to the Company’s hypothetical sale of assets, to be obligated to restore to the Company
pursuant to the penultimate sentence of U.S. Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), plus (iii) in the case
of a Class I-A Shareholder, the amount that would be distributable to such Class I-A Shareholder pursuant to Section 11.02 in
connection with such hypothetical liquidation.
Section 8.08. Special Allocations. Notwithstanding the provisions of Section 8.07, the following special
allocations shall be made:
(a) Minimum Gain Chargebacks. Items of Company income and gain shall be allocated among the Shareholders at
such times and in such manner as may be necessary to satisfy the minimum gain chargeback requirements of U.S. Treasury
Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b) Qualified Income Offset. Items of Company income and gain shall be allocated at such times and in such manner
as may be necessary to satisfy the “qualified income offset” requirement of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)
(d).
40
(c) Nonrecourse Deductions. To the extent that the allocation of any “nonrecourse deductions” (within the meaning of
U.S. Treasury Regulations Section 1.704-2(b)(1)) would not otherwise satisfy the requirements of U.S. Treasury Regulations
Section 1.704-2(e), such nonrecourse deductions shall be allocated in a manner that satisfies such requirements, as determined by
the Manager in its reasonable discretion.
(d) Gross Income Allocation. In the event that any Shareholder has, or would otherwise have, a deficit Capital
Account balance that is in excess of the amount such Shareholder is treated as being obligated to restore pursuant to the
penultimate sentences of U.S. Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), items of Company income and gain
in the amount of such excess shall be allocated to such Shareholder; provided that an allocation pursuant to this Section 8.08(d)
shall be made only if and to the extent that such Shareholder would have such a deficit Capital Account balance after all other
allocations provided for in this Article 8 have been made as if Section 8.08(b) and this Section 8.08(d) were not in this
Agreement.
(e) Curative Allocations. The allocations required pursuant to the preceding provisions of this Section 8.08 (the
“Regulatory Allocations”) shall be taken into account for purposes of allocating other items of income, gain, loss and deduction
among the Shareholders so that each Shareholder’s Capital Account balance is, to the extent possible, equal to the Capital
Account balance such Shareholder would have had if the Regulatory Allocations were not part of this Agreement and all
allocations were made pursuant to Section 8.07.
(f) The Manager is authorized to modify any and all of the allocation provisions under Sections 8.07 and 8.08 to the
extent that, in the reasonable judgment of the Manager and based upon advice of tax advisors to the Manager, such modifications
are necessary to reflect the economic entitlements of the Shareholders and to comply with Section 704 of the Code and applicable
U.S. Treasury Regulations.
Section 8.09. Revaluations. Upon the occurrence of any event specified in U.S. Treasury Regulations Section
1.704-1(b)(2)(iv)(f), the Manager may cause the Capital Accounts of the Shareholders to be adjusted to reflect the Fair
Market Value of the Company’s assets at such time, as determined by the Manager in its reasonable discretion; provided
that the Manager has received the prior written consent of Class I-A Shareholder to such revaluation.
Section 8.10. Tax Allocations.
(a) For U.S. federal, state and local income tax purposes, each item of income, gain, loss, deduction and credit of the
Company shall be allocated among the Shareholders as nearly as possible in the same manner as the corresponding items are
allocated pursuant to the other provisions of this Article 8.
(b) All items of income, gain, loss and deduction with respect to any Company asset that has a Carrying Value that
differs from its adjusted tax basis for U.S. federal income tax purposes shall be allocated so as to take into account the variation
between the Carrying Value and the adjusted tax basis in accordance with the principles of Section 704(c) of the Code and the
U.S. Treasury Regulations thereunder.
Section 8.11. Change in Interests During a Tax Year. If any Shareholder’s interest in the Company changes during
any Tax Year allocations pursuant to this
41
Article 8 shall be made in a manner that takes into account the varying interest of the Shareholders in the Company during
such Tax Year, as required by Section 706(d) of the Code, under such method as the Manager may determine in its
reasonable discretion; provided that the Manager shall cause the Company to adopt the “closing-of-the-books” method for
the allocation of any items of income, gain, loss or deduction attributable to a Transfer pursuant to Section 5.03.
ARTICLE 9
Right of First Offer
Section 9.01. Right of First Offer.
(a) If the Company desires to Transfer any Portfolio Company Securities or any other assets or any controlled
Portfolio Company desires to transfer all or substantially all of its assets (collectively, including Portfolio Company Securities,
“ROFO Assets”) to any Person (other than (i) the Transfer by the Company of Portfolio Company Securities and (ii) the Transfer
by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the
applicable Portfolio Company upon the exercise of remedies in respect thereof), the Company shall give notice (an “Offer
Notice”) to Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and that sets
forth the number and kind of ROFO Assets proposed to be Transferred by the Company or such Portfolio Company (the
“Offered ROFO Assets”), the price at which the Company or such Portfolio Company proposes to Transfer such Offered ROFO
Assets (the “Offer Price”) and any other material terms and conditions of the proposed Transfer; provided, however, that the
Company shall not be required to give an Offer Notice to Comcast Shareholder with respect to (and Comcast Shareholder shall
have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities if the Portfolio
Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last
sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section
9.01 would be inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision
applicable to the Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in connection with an
Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this purpose that the last
sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted), if the Manager determines in its good faith
discretion that it would be reasonably likely through the exercise of commercially reasonable efforts to be able to make such
Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this
Section 9.01, then the Company shall use commercially reasonable efforts to make such Investment without accepting any such
inconsistent terms or provisions.
(b) The giving of an Offer Notice to Comcast Shareholder shall constitute an offer (the “Offer”) by the Company or
such Portfolio Company to Transfer all (but not less than all) of the Offered ROFO Assets to Comcast Shareholder or an Affiliate
of Comcast Shareholder designated by Comcast Shareholder (“Comcast ROFO Purchaser”) for cash at the Offer Price
applicable to such Offered ROFO Assets and otherwise on the terms and conditions set forth in the Offer Notice. Comcast ROFO
Purchaser shall have a 30-day period (the “Offer Period”) in which to accept such Offer by giving a notice of acceptance to the
Company prior to the expiration of such Offer Period. If Comcast ROFO Purchaser fails to notify the Company, prior to the
expiration
42
of the Offer Period, of acceptance of the terms of the Offer, Comcast ROFO Purchaser shall be deemed to have declined the Offer
with respect to such portion of the Offered ROFO Assets.
(c) The Company shall provide, and shall cause any controlled Portfolio Company and use reasonable best efforts to
cause any other Portfolio Company to provide, to Comcast ROFO Purchaser all information it may reasonably request in the
course of determining whether to accept any Offer.
(d) If Comcast ROFO Purchaser elects to purchase any Offered ROFO Assets, Comcast ROFO Purchaser shall
purchase and pay, by wire transfer of immediately available funds to an account designated by the Company, for such Offered
ROFO Assets within 20 Business Days after the date on which Comcast ROFO Purchaser accepted the Offer pertaining to such
Offered ROFO Assets; provided that, if the Transfer of such Offered ROFO Assets is subject to any prior regulatory approval, the
time period during which such Transfer may be consummated shall be extended until the expiration of five Business Days after
all such approvals shall have been received; provided, further, that in lieu of a payment of cash by Comcast ROFO Purchaser with
respect to such Offered ROFO Assets, at the written request of the Comcast ROFO Purchaser, Comcast ROFO Purchaser and the
Company agree to use commercially reasonable efforts to devise and implement an alternative structure to Transfer such Offered
ROFO Assets to Comcast ROFO Purchaser in a tax-efficient manner, provided such alternative structure places ManagementCo
Shareholder in the same economic position (taking into account the tax consequences of the alternative structure as compared to
the tax consequences of a payment of cash by Comcast ROFO Purchaser) as if Comcast ROFO Purchaser had purchased such
Offered ROFO Assets in cash. Comcast ROFO Purchaser, the Company and all Shareholders of the Company shall cooperate,
and the Company shall use commercially reasonable efforts to cause the Portfolio Company to cooperate, in good faith in
implementing any alternative structure agreed to pursuant to this Section 9.01(d).
(e) With respect to any Offered ROFO Assets, upon the earlier to occur of (i) rejection of the Offer pertaining to such
Offered ROFO Assets by Comcast ROFO Purchaser and (ii) the ultimate failure to obtain any required consent or regulatory
approval for the purchase of such Offered ROFO Assets by Comcast ROFO Purchaser, the Company or the applicable Portfolio
Company shall have a 270-day period during which to effect a Transfer of such Offered ROFO Assets at a price not less than
95% of the Offer Price and otherwise on terms no less favorable to the Company or the applicable Portfolio Company than those
set forth in the Offer Notice (other than in an immaterial respect); provided that, if the Company or the applicable Portfolio
Company enters into a definitive agreement providing for the Transfer within such 270-day period and the Transfer is subject to
regulatory approval, such 270-day period shall be extended until the expiration of five Business Days after all such approvals
shall have been received, but in no event shall such regulatory extension exceed 120 days. If the Company or any Portfolio
Company does not consummate the Transfer of any of the Offered ROFO Assets in accordance with the foregoing time
limitations, then the right of the Company or such Portfolio Company to effect the Transfer of such Offered ROFO Assets
pursuant to this Section 9.01(e) shall terminate and the Company and such Portfolio Company shall again comply with the
procedures set forth in this Section 9.01(e) with respect to any proposed Transfer of Offered ROFO Assets to any Person.
43
ARTICLE 10
Certain Covenants and Agreements
Section 10.01. Confidentiality.
(a) Comcast Shareholder shall, and shall cause each of its Affiliates and Representatives to, maintain the
confidentiality of and not use for any purpose (other than in connection with the matters contemplated by this Agreement) any
information furnished to it under this Agreement or by or on behalf of the Company, including any information regarding the
Company’s Investments, Portfolio Companies or prospective Investments or Portfolio Companies (collectively, the “Company
Confidential Information”); provided that Company Confidential Information shall not include information that (1) is or
becomes generally available to the public other than as a result of a disclosure by Comcast Shareholder or any of the directors,
officers, employees, stockholders, members, partners, agents, counsel, investment and financial advisers, accountants, auditors or
other representatives (all such persons being collectively referred to as “Representatives”) of Comcast Shareholder in violation
of this Agreement, (2) was available to Comcast Shareholder on a non-confidential basis prior to its disclosure to Comcast
Shareholder or its Representatives by the Company, (3) was obtained by Comcast Shareholder from a third party who, insofar as
known to Comcast Shareholder, is not prohibited from transmitting the information to Comcast Shareholder by a contractual,
legal or fiduciary obligation to the Company or any of its Affiliates or (4) is necessary in connection with a tax audit; provided,
further, that Comcast Shareholder may disclose Company Confidential Information:
(i) to its Representatives in the normal course of the performance of their duties or to any financial institution
providing or that may provide credit to Comcast Shareholder or any of its Affiliates (provided that such information is maintained
in confidence by the party to whom it is disclosed in accordance with the provisions of this Section 10.01(a) and Comcast shall
be responsible for the failure of any such party to maintain such information in confidence);
(ii) to the extent required by Applicable Law, including any listing agreement with any national securities
exchange (including complying with any oral or written questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process to which Comcast Shareholder or any of its Affiliates is subject; provided
that (except with respect to any matters covered by clause (iii) below) Comcast Shareholder agrees to give the Company prompt
notice of such request, to the extent practicable, so that the Company may seek an appropriate protective order or similar relief);
(iii) to any regulatory authority or rating agency to which Comcast Shareholder or any of its Affiliates is
subject or with which it has regular dealings; provided that such authority or agency is advised of the confidential nature of the
Company Confidential Information;
(iv) to the extent related to the tax treatment and tax structure of the transactions contemplated by this
Agreement; provided that the foregoing does not constitute an authorization to disclose information identifying any party to this
Agreement or any Affiliate of a party (except to the extent relating to such tax structure or tax treatment) or any Company
Confidential Information unrelated to such tax structure or tax treatment; or
44
(v) if the prior written consent of the Company shall have been obtained.
Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Company Confidential
Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder.
(b) The Company shall, and shall cause each of its Affiliates and Representatives to, maintain the confidentiality of
and not use for any purpose (other than in connection with the matters contemplated by this Agreement) any information
furnished to it regarding Comcast Shareholder or its Affiliates under this Agreement (collectively, “Comcast Confidential
Information”); provided that Comcast Confidential Information shall not include information that (1) is or becomes generally
available to the public other than as a result of a disclosure by the Company or its Affiliates or any of their Representatives in
violation of this Agreement, (2) was available to the Company or its Affiliates on a non-confidential basis prior to its disclosure
to the Company or its Representatives by Comcast Shareholder, (3) was obtained by the Company from a third party who, insofar
as known to the Company, is not prohibited from transmitting the information to the Company by a contractual, legal or fiduciary
obligation to Comcast Shareholder or any of its Affiliates or (4) is necessary in connection with a tax audit; provided, however,
that the Manager may disclose such information:
(i) to its Representatives in the normal course of the performance of their duties or to any financial institution
providing or that may provide credit to the Company or any of its Affiliates (provided that such information is maintained in
confidence by the party to whom it is disclosed in accordance with the provisions of this Section 10.01(b) and the Company shall
be responsible for the failure of any such party to maintain such information in confidence);
(ii) to the extent required by Applicable Law (including complying with any oral or written questions,
interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which the
Company or any of its Affiliates is subject; provided that (except with respect to any matters covered by clause (iii) below) the
Company agrees to give Comcast Shareholder prompt notice of such request, to the extent practicable, so that Comcast
Shareholder may seek an appropriate protective order or similar relief);
(iii) to any regulatory authority or rating agency to which the Company, the Manager or any of their
respective Affiliates is subject or with which it has regular dealings; provided that such authority or agency is advised of the
confidential nature of the Comcast Confidential Information;
(iv) to the extent related to the tax treatment and tax structure of the transactions contemplated by this
Agreement; provided that the foregoing does not constitute an authorization to disclose information identifying any party to this
Agreement or any Affiliate of a party (except to the extent relating to such tax structure or tax treatment) or any Comcast
Confidential Information unrelated to such tax structure or tax treatment; or
(v) if the prior written consent of Comcast Shareholder shall have been obtained.
45
Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Comcast Confidential
Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder.
(c) Each Shareholder and the Company shall consult with the others before issuing any press release or making any
public statement with respect to this agreement or the transactions contemplated hereby, except as may be required by Applicable
Law, including any listing agreement with any national securities exchange; provided, that any press release or public statement
issued by the Company or its Affiliates shall require Comcast Shareholder’s prior written approval if it (i) refers to Comcast,
Comcast Shareholder or any of their Affiliates or (ii) discloses any information regarding the aggregate financial performance of
the Company (for the avoidance of doubt, not including the financial performance of, or the financial terms of the acquisition or
disposition of, any individual Investment) for any period and is made prior to the time at which Comcast has publicly disclosed
its financial results for such period. For the avoidance of doubt, the parties agree that press releases issued by, or other public
statements made by, the Company regarding matters in the ordinary course of the Company’s business (including any press
releases or statements regarding acquisitions or dispositions of Investments, hiring of personnel and other similar matters) shall
not be deemed to be a press release or other public statement with respect to the “transactions contemplated hereby” within the
meaning of the immediately preceding sentence.
(d) Notwithstanding anything herein to the contrary, Comcast Shareholder’s and its Representatives’ obligations in
this Section 10.01 shall, in each case, not be deemed to be breached by any disclosure by NBCUniversal Media, LLC or any
other of Comcast Shareholder’s Affiliates in the ordinary course of their business of disseminating news and information;
provided that the individuals involved in such dissemination received such Company Confidential Information from a source
other than the personnel of Comcast Shareholder or its Representatives involved in the matters contemplated by this Agreement.
Section 10.02. Reports.
(a) The Company agrees to furnish to each Shareholder:
(i) to the extent such information is available, as soon as practicable and, in any event, within 45 days after
the end of each fiscal month, the summary financial information, prepared for internal reporting purposes, of the Company and its
consolidated Subsidiaries (assuming, for all purposes of this Section 10.02 and Section 10.03 that the last sentence in the
definition of the term “Subsidiary” in Section 1.01 were deleted) as at the end of and for such month;
(ii) as soon as practicable and, in any event, within 45 days after the end of each fiscal quarter of each fiscal
year, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and
the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in
each case prepared in accordance with GAAP; and
(iii) as soon as practicable and, in any event, within 90 days after the end of each fiscal year, (A) the audited
consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such fiscal year and the related
audited
46
statement of operations and cash flow for such fiscal year, and for the portion of the fiscal year then ended, in each case prepared
in accordance with GAAP and certified by Deloitte & Touche LLP or another firm of independent public accountants of
nationally recognized standing.
(b) The Company shall:
(i) permit Comcast Shareholder, its independent public accountants and its other Representatives, upon
reasonable prior notice and during normal business hours, to examine the books, records and accounts of the Company; and
(ii) permit Comcast Shareholder and its Representatives, upon reasonable prior notice and during normal
business hours, to visit and inspect any of the properties of the Company and discuss the affairs, finances and accounts of the
Company with the independent certified public accountants of the Company for purposes which may include procedures
performed in connection with Comcast’s evaluation of internal controls pursuant to Section 404 of the Sarbanes Oxley Act of
2002; provided that such investigation does not unreasonably interfere with the operations of the Company.
Section 10.03. Other Information and Assistance. If at any time the Company and its consolidated Subsidiaries are
or will be consolidated in Comcast’s statement of financial position (it being understood that the determination of whether
the Company and its consolidated Subsidiaries are so consolidated shall be made by Comcast in its sole judgment), the
Company shall, shall cause its consolidated Subsidiaries to and shall use reasonable best efforts to cause Deloitte & Touche
LLP or another firm of independent public accountants of nationally recognized standing to provide all other financial
information and assistance as reasonably requested by Comcast for purposes of preparing such consolidated financial
statements and management’s report on internal control over financial reporting and complying with Comcast’s related
obligations under Applicable Law, including the Exchange Act and the Sarbanes Oxley Act of 2002. Comcast shall
reimburse the Company and its consolidated Subsidiaries for all out-of-pocket expenses incurred in providing any financial
information and assistance under this Section 10.03 that is not otherwise required to be provided under Section 10.02.
Section 10.04. Conflicting Agreements. The Company and each Shareholder represents and agrees that it shall not
(i) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Company
Securities, except as expressly contemplated by this Agreement, or (ii) enter into any agreement or arrangement of any kind
with any Person with respect to any Company Securities inconsistent with the provisions of this Agreement or for the
purpose or with the effect of denying or reducing the rights of any other Shareholder under this Agreement, including
agreements or arrangements with respect to the Transfer or voting of its Company Securities.
Section 10.05. Business Opportunity. The Company and each of the Shareholders recognize and acknowledge that
(x) the Company, Comcast Shareholder and their Affiliates engage, or intend to engage, in a wide variety of activities, (y)
some of these activities presently or may in the future involve the participation in businesses and activities that may be
similar to those of the Company and its Subsidiaries and Portfolio Companies, on the one hand, or Comcast Shareholder
and its Affiliates, on the other hand, and (z) subject to the
47
terms of this Agreement, it is critical that the Company, Comcast Shareholder and their Affiliates be permitted to continue
to develop their current and future business and investment activities without any restriction. In light of the foregoing
considerations, the Company and each of the Shareholders acknowledge and agree as follows:
(a) To the fullest extent permitted by Applicable Law, except as otherwise provided in Article 4 or Section 10.18, the
doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company or any
Shareholder. Except as otherwise provided in Article 4 or Section 10.18, (x) no Shareholder nor any of its Affiliates shall have
any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or any Portfolio
Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or
any Portfolio Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with,
any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any
Portfolio Company or (iii) employing or otherwise engaging a former officer or employee of the Company or any Portfolio
Company and (y) neither the Company nor any of its Affiliates shall have any obligation to refrain from (i) engaging in the same
or similar activities or lines of business as any Shareholder or any of its Affiliates or developing or marketing any products or
services that compete, directly or indirectly, with those of any Shareholder or any of its Affiliates or (ii) investing or owning any
interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities
or lines of business as, or otherwise in competition with, any Shareholder or any of its Affiliates.
(b) Notwithstanding any duty otherwise existing under Applicable Law or in equity, to the fullest extent permitted by
Applicable Law, except as otherwise provided in Article 4 or Section 10.18, if the Company or any of its Affiliates, Subsidiaries
or Portfolio Companies, or Comcast Shareholder or any of its Affiliates, as the case may be, acquires knowledge of a potential
transaction or matter which may be a business opportunity for both the Company or its Affiliates, Subsidiaries or Portfolio
Companies, on the one hand, and Comcast Shareholder or its Affiliates, on the other hand, neither the Company or any such
Affiliate, Subsidiary or Portfolio Company of the Company, nor Comcast Shareholder or any such Affiliate of Comcast
Shareholder, as the case may be, shall have a duty to communicate or offer such business opportunity to the other, and neither the
Company or any such Affiliate, Subsidiary or Portfolio Company of the Company, nor Comcast Shareholder or any such Affiliate
of Comcast Shareholder, as the case may be, shall be liable to the other in respect of any such matter (including for any breach of
fiduciary or other duties) by reason of the fact that the Company or any of its Affiliates, Subsidiaries or Portfolio Companies, or
Comcast Shareholder or any of its Affiliates, as the case may be, pursues or acquires such business opportunity for itself.
Section 10.06. Indemnification; Exculpation; Advancement of Expenses.
(a) The Company shall indemnify, and hold harmless each Indemnified Party from and against any and all damage,
loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred
by such Indemnified Party before, on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out
of any actual or threatened action, cause of action, suit, proceeding or claim arising directly or indirectly out of such Indemnified
Party’s or any related Indemnified Party’s ownership of Company Securities, status as a
48
shareholder or Manager, actual, alleged or deemed control or ability to influence the Company or any of its Subsidiaries or
Portfolio Companies or actual or alleged act or omission in connection with the Company or any of its Subsidiaries or the direct
or indirect Investments or prospective Investments or other business, activities, operations or affairs of the Company or any of its
Subsidiaries (other than any such Indemnified Liabilities in respect of any act or omission constituting fraud, willful misconduct
or recklessness), including with respect to any criminal action or proceeding, any act or omission taken by such Indemnified
Party without reasonable cause to believe such conduct was unlawful and including any Indemnified Liabilities arising under
Title IV of the Employee Retirement Income Security Act of 1974; provided that if and to the extent that the foregoing
undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law.
Notwithstanding the foregoing provisions of this Section 10.06(a), no Indemnified Party shall be entitled to any
indemnification or contribution under this Section 10.06(a) in respect of any Indemnified Liabilities consisting of an
investment or other loss in respect of any Company Assets or otherwise attributable to any such loss (including any
diminution in the value of the investment of a Shareholder in the Company). Nothing in the immediately preceding
sentence shall be deemed to limit (i) a Shareholder’s right to make any claim in respect of any investment or other loss in
respect of any Company Assets that such Shareholder would be entitled to make if the immediately preceding sentence
was not included in this Agreement and such Shareholder was not an Indemnified Party or (ii) each Manager
Indemnified Party’s right to indemnification or contribution pursuant to Section 10.06(a) in respect of any Indemnified
Liabilities consisting of any other Person’s (including any other Manager Indemnified Party’s) investment or other loss in
respect of any Company Assets or otherwise attributable to any such loss.
(b) The right to indemnification conferred in Section 10.06(a) shall also include the right to be paid by the Company
the expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred in connection
with such action, cause of action, suit, proceeding or claim in advance of its final disposition to the fullest extent permitted by
Applicable Law; provided that the payment of such expenses in advance of the final disposition of an action, cause of action, suit,
proceeding or claim shall be made only upon delivery to the Company of an undertaking by or on behalf of the Indemnified Party
to repay all amounts so paid in advance if it shall be determined by a court or other tribunal of proper jurisdiction that such
Indemnified Party is not entitled to indemnification under Section 10.06(a).
(c) Each Indemnified Party may consult with recognized, outside legal counsel, accountants and other professional
advisors selected by the Company; and any action or omission taken or suffered in good faith in reliance and in accordance with
the opinion or advice of such counsel, accountants or other professional advisors (which the Indemnified Party reasonably
believes to be an opinion or advice within such advisor’s professional competence) shall be conclusive evidence that such action
or omission did not constitute fraud, willful misconduct or recklessness, and with respect to any criminal action or proceeding,
was taken or suffered without reasonable cause to believe such Indemnified Party’s conduct was unlawful. Unless there is a
specific finding of fraud, willful misconduct, recklessness or reasonable cause by a party to believe that such
49
party’s conduct was unlawful (or where such a finding is an essential element of a judgment or order), the termination of any
action, suit or proceeding by judgment, order or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption for purposes of Section 10.06(a) that the party in question acted fraudulently, engaged in willful
misconduct, was reckless, or with respect to any criminal action or proceeding, had reasonable cause to believe that such party’s
conduct was unlawful.
(d) Notwithstanding the foregoing provisions of this Section 10.06, if an Indemnified Party may be entitled to be
indemnified by a Portfolio Company, is insured by an insurer providing insurance coverage under an insurance policy issued to
such Portfolio Company and/or may be entitled to be indemnified by any Upper Tier Indemnitor for any damages, losses,
liabilities or expenses as to which such Indemnified Party also would be entitled to be indemnified by the Company pursuant to
the foregoing provisions of this Section 10.06 (i) it is intended that as among such Upper Tier Indemnitor, the Company, and such
Portfolio Company and its insurer, such Portfolio Company and its insurer will be the full indemnitor (or insurer) of first resort,
the Company will be the full indemnitor of second resort, and such Upper Tier Indemnitor will be the full indemnitor of third
resort for any such damages, losses, liabilities or expenses; (ii) any amount that the Company is otherwise obligated to pay with
respect to indemnification or advancement for such liabilities, expenses or losses will be reduced by the amount such Indemnified
Party receives in respect of such indemnification, advancement or insurance from such Portfolio Company and/or its insurer; (iii)
the Indemnified Party will not be required first to exhaust rights or remedies with respect to indemnification, advancement or
insurance provided by such Portfolio Company and/or its insurer before the Company makes any payment to such Indemnified
Party; (iv) if such Portfolio Company or its insurer does not promptly pay such indemnification, advancement or insurance to or
on behalf of the Indemnified Party for any reason, the Indemnified Party will be entitled to pursue any rights to advancement or
indemnification hereunder (subject to all of the terms and conditions of this Section 10.06); and (v) if the Company indemnifies,
or advances payment for expenses to, such Indemnified Party with respect to any damages, losses, liabilities or expenses, and
such Indemnified Party may be entitled to indemnification, advancement of expenses or insurance from such Portfolio Company
or its insurer, the Company may request that such Indemnified Party agree with the Company that (x) the Company will be fully
subrogated to all rights of such Indemnified Party to indemnification, advancement of expenses or insurance from such Portfolio
Company and its insurer with respect to such payment; (y) such Indemnified Party will assign to the Company all of the
Indemnified Party’s rights to indemnification, advancement of expenses or insurance from such Portfolio Company and its
insurer; and (z) such Indemnified Party will execute all documents and take all other actions appropriate to effectuate the
foregoing clauses (x) and (y). For purposes of this Section 10.06, the term “Upper Tier Indemnitor” means the Manager,
ManagementCo Shareholder or any of their respective Affiliates, other than the Company or any Portfolio Company. In addition,
solely for the purposes of this Section 10.06, the term “Portfolio Company” shall include the Person which is the Portfolio
Company in accordance with the definition of such term set forth in Section 1.01 of this Agreement and each Subsidiary of such
Person and any Affiliate of such Person which is controlled by such Person.
(e) To the fullest extent permitted by Applicable Law, no Indemnified Party shall be liable to the Company or its
Subsidiaries or any other Shareholder for any actual or alleged act or omission arising directly or indirectly out of such
Indemnified Party’s or
50
any other Indemnified Party’s ownership of Company Securities, status as a shareholder or Manager, actual, alleged or deemed
control or ability to influence the Company or any of its Subsidiaries or Portfolio Companies or actual or alleged act or omission
in connection with the Company or any of its Subsidiaries or the direct or indirect Investments or prospective Investments or
other business, activities, operations or affairs of the Company or any of its Subsidiaries (other than any such liabilities in respect
of any act or omission constituting fraud, willful misconduct or recklessness), including with respect to any criminal action or
proceeding, any act or omission taken by such Indemnified Party without reasonable cause to believe such conduct was unlawful.
For the avoidance of doubt, the provisions of this Section 10.06(e) shall not relieve any Indemnified Party for such Indemnified
Party’s contractual obligations to the Company as set forth in this Agreement or such Indemnified Party’s contractual obligations
to the Company, any Subsidiary of the Company or any Shareholder set forth in any other agreement to which any Indemnified
Party may now be or in the future become party to with the Company, any Subsidiary of the Company or any Shareholder.
(f) To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities
relating thereto to the Company or any of its Subsidiaries or the Shareholders, none of the Manager, the ManagementCo
Shareholder or any other Manager Indemnified Party acting in connection with the business or affairs of the Company or its
Subsidiaries shall be liable to the Company or any of its Subsidiaries or any Shareholder for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of any
Manager Indemnified Party otherwise existing at law or in equity, are agreed by the Shareholders to replace such other duties and
liabilities of such Manager Indemnified Party.
(g) The rights of any Indemnified Party to indemnification, exculpation and advancement of expenses hereunder will
be in addition to any other rights any such Person may have under any other agreement or instrument to which such Indemnified
Party is or becomes a party or is or otherwise becomes a beneficiary or under Applicable Law or under the Memorandum and
Articles of Association or the certificate of incorporation or bylaws or other organizational documents of any of the Subsidiaries
of the Company or any other Person. The provisions of this Section 10.06 shall continue to afford protection to each Indemnified
Party in respect of any act or omissions occurring while such Indemnified Party occupied the position or had the capacity
pursuant to which such Indemnified Party became entitled to indemnification, exculpation and advancement of expenses under
this Section 10.06 regardless of whether such Indemnified Party remains in such position or capacity and regardless of any
subsequent amendment to this Agreement. No amendment to this Agreement shall reduce or restrict the extent to which these
indemnification, exculpation and advancement provisions apply to actions or omissions occurring prior to the date of such
amendment. The provisions of this Section 10.06 shall inure to the benefit of the successors, assigns, heirs and personal
representatives of the Indemnified Parties, and the provisions of and rights under this Section 10.06 shall survive the winding up
and termination of the Company.
(h) Each of the Indemnified Parties shall be a third party beneficiary of the rights conferred to such Indemnified Party
in this Section 10.06.
(i) Notwithstanding anything to the contrary in the foregoing provisions of this Section 10.06, a present or former
partner, stockholder, member, director, officer, fiduciary, manager, controlling Person, employee and agent of the Manager,
51
ManagementCo Shareholder or any Affiliate of the Manager or ManagementCo Shareholder shall not be entitled to
indemnification, exculpation or advancement of expenses in respect of any controversy relating to any employment or similar
service relationship or the termination of any such relationship or in respect of any claim or cause of action brought against the
Manager, ManagementCo Shareholder or the Company or any other Affiliate of the Manager or ManagementCo Shareholder,
other than a claim or cause of action for indemnification, exculpation or advancement of expenses to which any such Person is
otherwise entitled under the provisions of this Section 10.06 or under any other agreement or instrument to which such Person is
or becomes a party or is or otherwise becomes a beneficiary or under Applicable Law or under the Memorandum and Articles of
Association or the certificate of incorporation or bylaws or other organizational documents of any of the Subsidiaries of the
Company or any other Person.
Section 10.07. Co-Investors.
(a) If the Manager determines that it would be advisable to include any co-investors in connection with any
Investment (including, for the avoidance of doubt, any equity investment in a Portfolio Company after the Company’s initial
Investment in such Portfolio Company) (any such co-investment opportunity, a “Co-Investment Opportunity”), it shall offer
such Co-Investment Opportunity to Comcast Shareholder or an Affiliate of Comcast Shareholder designated by Comcast
Shareholder prior to offering such Co-Investment Opportunity to any other Person; provided, however, that in the event the
Manager determines that it would be advisable to include in respect of any Co-Investment Opportunity one or more strategic co-
investors, it may offer up to 50% of any such Co-Investment Opportunity to such strategic co-investor(s), with the balance of
such Co-Investment Opportunity offered to Comcast Shareholder or its designated Affiliate; provided, further, that (i) in no event
shall the Manager offer all or any portion of any Co-Investment Opportunity in the United States to any person set forth on
Schedule IV (each Person set forth on Schedule IV, a “Prohibited Co-Investor”), regardless of whether such Co-Investment
Opportunity is first offered to Comcast Shareholder or its designated Affiliate and (ii) the Manager shall only offer all or any
portion of any Co-Investment Opportunity not in the United States to a Prohibited Co-Investor if such Co-Investment
Opportunity is first offered to Comcast Shareholder or its designated Affiliate and such Persons decline to accept any portion of
such Co-Investment Opportunity.
(b) Notwithstanding Section 10.07(a), prior to offering all or any portion of a Co-Investment Opportunity to Comcast
Shareholder (or any permissible strategic co-investor), the Manager may offer such Co-Investment Opportunity to (i) rollover
investors, (ii) management investors and (iii) bona fide sources of financing; provided that, in the case of this clause (iii), (A)
such financing source customarily provides financing of the type comprising such Co-Investment Opportunity, (B) the type of
financing being provided by such financing source and comprising such Co-Investment Opportunity customarily includes an
equity component and (C) such financing source is not a Prohibited Co-Investor.
(c) The procedures set forth in Section 9.01 shall apply, mutatis mutandis, to any offer of a Co-Investment
Opportunity to Comcast Shareholder; provided that, in the event that it is not commercially practicable under the circumstances
for Comcast Shareholder to have 30 days to accept such offer, then Comcast Shareholder shall have such amount of time to
accept such offer as determined by the Manager and set forth in the offer notice, but not less than 10 Business Days.
52
Section 10.08. Additional Comcast Rights. In the event that Comcast determines, in its good faith judgment, that
(i) the Company and its consolidated Subsidiaries will be consolidated in Comcast’s statement of financial position and (ii)
such consolidation is resulting or would be reasonably likely to result in significant adverse consequences to Comcast
(including, by way of example, adverse impacts on Comcast’s credit rating or borrowing terms):
(a) if the Company is not then and is not reasonably likely to become an “investment company” under the Investment
Company Act of 1940 (as determined in good faith by the Manager), (x) Comcast will be permitted to effect a spinoff of its
interest in the Company to Comcast shareholders provided that the spinoff entity has the financial wherewithal to meet its
obligations under this Agreement, it being understood that (A) ManagementCo Shareholder will not be obligated to agree to
changes to its governance or economic rights set forth in this Agreement and the Manager will not be obligated to agree to
changes to its governance or economic rights set forth in the Management Agreement, (B) the rights of Comcast Shareholder
pursuant to Article 9 shall be retained by Comcast Shareholder post-spinoff but shall apply only to assets held by the Company at
the time of the spinoff and not to subsequently acquired assets and (C) Comcast will not be permitted to effect a spinoff if the
consummation of the spinoff would, or would be reasonably likely to, result in any significant adverse consequences to the
Company, ManagementCo Shareholder or the Manager (with the sole fact of the creation of the new public company itself not
constituting such a significant adverse effect), and (y) the Company, ManagementCo Shareholder and the Manager will cooperate
with Comcast to facilitate such a spinoff;
(b) if the Company is then such an “investment company” or is reasonably likely to become such an “investment
company” (as determined in good faith by the Manager), ManagementCo Shareholder, the Manager and the Company will use
their good faith efforts (in collaboration with Comcast) to determine whether there are reasonable available actions that can be
taken to address the adverse consequences affecting Comcast (but, for the avoidance of doubt, in such circumstances, it shall not
be considered reasonable to effect a spinoff of the type referenced in clause (a) or any alternative public offering unless other
reasonable actions are available so that, in the good faith judgment of the Manager, the Company will not, at the time of any such
spinoff or alternative public offering, be or be reasonably likely to become an “investment company”) and, if such available
actions are determined to exist and Comcast wishes to pursue such course of action, ManagementCo Shareholder, the Manager
and the Company will take such actions; provided that, in connection with the taking of any such action, ManagementCo
Shareholder will not be obligated to agree to any changes to its governance or economic rights set forth in this Agreement, the
Manager will not be obligated to agree to any changes to its governance or economic rights set forth in the Management
Agreement and neither ManagementCo Shareholder nor the Manager will be obligated to pursue any action that would, or would
be reasonably likely to, result in any other significant adverse consequences to the Company, ManagementCo Shareholder or the
Manager; and
(c) if Comcast elects to pursue the action described below in this clause (c) in preference to any available action under
clause (a) or clause (b) or if there is no such other available action, Comcast will be permitted to Transfer up to 40% of the
Comcast Rights and Obligations to a third party, with the transferee subject to the Board’s consent (not to be unreasonably
withheld or delayed); provided that, except as specified below, the Board shall not be entitled to withhold or delay its consent if
the proposed transferee
53
is a bona fide financial institution or investment firm or fund of national standing with the financial wherewithal to meet its
related financial obligations (i.e., Capital Commitment, Capital Contributions and Management Fee); provided, further, that in all
cases, the Board shall be entitled to withhold its consent if the transfer would result in, or be reasonably likely to result in,
significant adverse consequences to the Company, ManagementCo Shareholder or the Manager with respect to regulatory, legal,
tax or similar matters. Any Person to whom Comcast Transfers Comcast Rights and Obligations as permitted by this Section
10.08(c) shall be deemed to be (i) a “Shareholder” for all purposes hereof and (ii) “Comcast Shareholder”, a “holder of Class I
Shares” and a “holder of Class I-A Shares” to the extent of the transfer of Comcast Rights and Obligations pursuant to this
Section 10.08(c), and shall execute a joinder to this Agreement in a form to be reasonably agreed by Comcast and the Company.
Section 10.09. Advisory Board. In the event the Company forms an advisory board in the future (the “Advisory
Board”), such Advisory Board will advise the Company and consult with the Manager on such matters relating to the
business of the Company and the Portfolio Companies or this Agreement as the Manager may determine from time to time
or any member of the Advisory Board may reasonably propose to the Manager; provided that any actions taken by the
Advisory Board shall be advisory only, and neither the Company nor the Manager shall be required or otherwise bound to
act in accordance with any such actions. The Comcast Chief Executive Officer (or a designee acceptable to the Manager)
will be entitled to serve on any such Advisory Board. The Advisory Board shall otherwise consist of individuals selected by
the Manager, in its reasonable discretion.
Section 10.10. Comcast Executive Committee. The Initial CEO, in his capacity as a representative of the Manager,
is and will continue to be allocated time at relevant Comcast Executive Management Committee meetings to discuss
potential Investments, opportunities and initiatives under consideration by the Company.
Section 10.11. Administrative Services. Comcast will provide or cause to be provided certain (to be mutually
agreed) administrative services to the Company, ManagementCo Shareholder and the Manager on arm’s-length terms
pursuant to an administrative services agreement entered into among Comcast, the Management Shareholder and the
Manager.
Section 10.12. Non-solicitation; Non-hire. Each of the Company, ManagementCo Shareholder and the Manager
agrees that, without Comcast Shareholder’s prior written consent, it will not, and will cause its Affiliates (and, in the case of
the Company, its controlled Portfolio Companies and their respective Subsidiaries solely to the extent any such Portfolio
Company or Subsidiary of a Portfolio Company is acting in concert with the Company, ManagementCo Shareholder or the
Manager) not to, solicit for employment or employ any current or former senior employee of Comcast or any of its
Affiliates; provided that this Section 10.12 shall not prohibit any such Person from (i) conducting a general solicitation or
advertisement that is not directed at employees of Comcast or any of its Affiliates; provided that this clause (i) shall not
permit the employment of any individuals who respond to such solicitation or advertisement; (ii) soliciting for employment
or employing any individuals who have not been employed by Comcast or any of its Affiliates for a period of six months
prior to the date such
54
individuals were first solicited for employment; (iii) soliciting for employment or employing any individuals whose
employment with Comcast or any of its Affiliates is terminated by Comcast or any of its Affiliates without cause; or
(iv) responding to unsolicited inquiries regarding employment; provided that this clause (iv) shall not permit the
employment of any individuals making such unsolicited inquiries.
Section 10.13. Accountants. The Company agrees that Deloitte & Touche LLP will be appointed as initial
independent certified public accountant for the Company and its consolidated Subsidiaries; provided that the Manager may
thereafter appoint as independent certified public accountant for the Company and its consolidated Subsidiaries another of
the “big four” nationally recognized independent public accounting firms if the Manager determines in its reasonable
discretion that the pricing or services provided by Deloitte & Touche LLP are not satisfactory.
Section 10.14. FCC Order. The Company acknowledges that it has received and reviewed that certain
Memorandum Opinion and Order of the Federal Communications Commission (In the Matter of Applications of Comcast
Corporation, General Electric Company and NBC Universal, Inc.) as adopted on January 18, 2011 (the “FCC Order”), has
had the opportunity to discuss the FCC Order with counsel, and understands that the FCC Order may subject the Company,
its Subsidiaries and Portfolio Companies, and their respective businesses to certain conditions or requirements. The
Company (i) shall comply with any and all applicable conditions or requirements set forth in the FCC Order, and (ii) shall
cause each of its Covered Subsidiaries to contractually agree to comply with, and to comply with, any and all applicable
conditions or requirements set forth in the FCC Order. “Covered Subsidiaries” means each of the Company’s Subsidiaries
and Portfolio Companies that is an Affiliate (as defined in the FCC Order) of Comcast or NBCUniversal Media LLC.
Section 10.15. Non-Affiliation of Comcast and the Company. Each of the parties acknowledges that Comcast
Shareholder does not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of
the Company or any of its Affiliates and that, accordingly, where the term “affiliate” is based on the existence of a control
relationship, (i) neither the Company nor any of its Affiliates is an “affiliate” of Comcast Shareholder or any of its Affiliates or
has the authority to bind Comcast Shareholder or any of its Affiliates and (ii) neither Comcast Shareholder nor any of its
Affiliates is an “affiliate” of the Company or any of its Affiliates or has the authority to bind the Company or any of its Affiliates.
Comcast Shareholder, on the one hand, and the Company, on the other hand, will at all times act (and cause their Affiliates to act)
in a manner consistent with the foregoing principle, and the Company shall use commercially reasonable efforts to cause any
controlled Portfolio Companies to act in a manner consistent with the foregoing principle.
Section 10.16. [Reserved.]
Section 10.17. Manager and ManagementCo Shareholder Actions Requiring Consent.
(a) Each of the Manager and ManagementCo Shareholder, as applicable, agrees that it shall not take any of the
following actions without the approval of Comcast Shareholder:
55
(i) the admission of investors other than employees of the Manager in the Manager or ManagementCo
Shareholder (other than trusts, estate planning vehicles or similar entities established as contemplated by the partnership
agreement of the Manager or the ManagementCo Shareholder Partnership Agreement);
(ii) the pledge by ManagementCo Shareholder of its interest in the Class II Shares; and
(iii) the public offering of securities issued by the Manager or ManagementCo Shareholder.
(b) In the event that Comcast Shareholder determines not to grant its consent to a proposed action pursuant to Section
10.17(a), the Manager and Comcast Shareholder shall discuss the reasons for such withholding of consent and will consider in
good faith whether there are alternative approaches that might address Comcast Shareholder’s concerns while permitting (a
possibly modified version of) the proposed action to go forward.
Section 10.18. Exclusivity. The Manager agrees that, for the term of the Management Agreement, the Manager
will not have investment advisory or similar arrangements with any Persons other than the Company.
Section 10.19. Certain Tax Matters.
(a)
(i) The Manager shall cause to be prepared and timely filed all tax returns required to be filed for each
Company Entity; provided, however, that prior to the filing of any federal income tax return of any Company Entity (including
such Company Entity’s Internal Revenue Service Form 1065, if applicable), any material foreign, state or local income tax return
of a Company Entity, or any material franchise tax return of a Company Entity, Comcast Shareholder shall be entitled to review
and consult with the applicable Company Entity, as appropriate, with respect to such tax returns, which shall be provided to
Comcast Shareholder no less than 60 days prior to the applicable due date. Comcast Shareholder shall have the right to dispute
any such tax return provided to Comcast Shareholder with respect to any significant issue or item. If Comcast Shareholder
disputes any such tax return by delivering a written notice thereof to the Manager, within 30 days following receipt of such tax
return, Comcast Shareholder, the Company and the Manager shall, and the Manager shall cause the relevant Company Entity to,
use commercially reasonable efforts to resolve the dispute. If the dispute is not resolved within 10 days following receipt of a
written notice of a dispute from Comcast Shareholder, the dispute shall be referred to a firm of independent public accountants of
nationally recognized standing and with relevant expertise, mutually acceptable to the applicable Company Entity and Comcast
Shareholder. Such accounting firm shall use commercially reasonable effort to resolve the dispute prior to the due date of the
disputed tax return, and such accounting firm’s conclusions shall be binding on the relevant Company Entity and Comcast
Shareholder. If such accounting firm cannot resolve the dispute prior to the due date of the disputed tax return, such tax return
will be filed as originally proposed by the relevant Company Entity, and the applicable Company Entity shall file an amended tax
return, within 10 days of such accounting firm’s resolution, reflecting the conclusion of such accounting firm. Any incremental
out-of-pocket expenses incurred by any Company Entity or the Manager relating to Comcast
56
Shareholder’s dispute of any tax return, including the fees and expenses of the accounting firm’s review of any dispute with
respect to a tax return, shall be reimbursed by Comcast Shareholder. The Company, the Manager and Comcast Shareholder shall
work together in good faith to procure that any such expenses (and any other incremental out-of-pocket expenses that are to be
reimbursed by Comcast Shareholder pursuant to any provision of this Section 10.19) are reasonable in amount.
(ii) At the request of Comcast Shareholder, the Manager shall use commercially reasonable efforts to provide
information reasonably requested by Comcast Shareholder for purposes of determining whether a Controlled Portfolio Company
is required by Applicable Law to be included with Comcast or any of its Affiliates in a combined, consolidated or unitary tax
return (for the avoidance of doubt, other than by reason of an allocation of items of income, gain, loss, deduction or credit on a
“pass through” basis for income tax purposes) (any such tax return, a “Comcast Group Tax Return”) for any taxable period.
Any incremental out-of-pocket expenses incurred by the Company, the Manager, or the Controlled Portfolio Company as a result
of Comcast Shareholder’s request pursuant to this Section 10.19(a)(ii) shall be reimbursed by Comcast Shareholder.
(iii) In the event that Comcast or any of its Affiliates is required by Applicable Law to include any Company
Entity in a combined, consolidated or unitary tax return (for the avoidance of doubt, other than by reason of an allocation of items
of income, gain, loss, deduction or credit on a “pass through” basis for income tax purposes) (any such tax return, a “Comcast
Group Tax Return”) for any taxable period, the tax liability of such Company Entity and its Subsidiaries for each such taxable
period will be determined on a hypothetical separate tax return basis as if such Company Entity and its Subsidiaries had never
been included in any such Comcast Group Tax Return (such tax liability of such Company Entity and its Subsidiaries, the
“Company Entity Hypothetical Tax Liability”). If the Company Entity Hypothetical Tax Liability with respect to a taxable
period is positive, Comcast shall pay such amount on behalf of such Company Entity, and the Manager shall cause such
Company Entity to reimburse Comcast for such amount within 10 days of Comcast’s payment. If the Company Entity
Hypothetical Tax Liability with respect to a taxable period is negative, such amount shall carry forward to successive taxable
periods and shall reduce the Company Entity Hypothetical Tax Liability for such taxable periods; provided, however, if the
aggregate amount of Company Entity Hypothetical Tax Liabilities of such Company Entity for prior taxable periods is positive,
Comcast shall pay to such Company Entity an amount equal to the reduction in the tax liability of Comcast or its Affiliates
attributable to any Tax Attribute of such Company Entity (“Tax Loss Payment”); provided further that (I) the amount of Tax
Loss Payment Comcast is required to make to such Company Entity shall not exceed the aggregate amount of Company Entity
Hypothetical Tax Liabilities paid by such Company Entity to Comcast for prior taxable periods, (II) Comcast is required to make
a Tax Loss Payment only if, and to the extent that, the actual tax liability of such Company Entity on a hypothetical separate tax
return basis would have been reduced due to such Tax Attribute and (III) the Company Entity Hypothetical Tax Liabilities for
prior taxable periods shall be reduced to reflect any Tax Loss Payment made by Comcast. In no event shall Comcast be required
to make available its tax returns (or any other information relating to its taxes) to such Company Entity.
(b) The Manager may cause any Company Entity to make, or refrain from making, any tax elections as it determines
in its reasonable discretion, including, without limitation, the election under Section 754 of the Code; provided, however, that (i)
prior to
57
making any material election with respect to any Company Entity, the Manager shall consult with Comcast Shareholder in good
faith and the Manager shall cause any Company Entity not to make any material election that could reasonably be expected to
have an adverse effect on Comcast Shareholder relative to any other Shareholder without the consent of Comcast Shareholder,
which consent shall not be unreasonably withheld or delayed; (ii) at the request of Comcast Shareholder and to the extent
available under Applicable Law, the Manager shall cause a Company Entity to make an election so that such Company Entity
would not be included in a combined, consolidated or unitary tax return with Comcast or any of its Affiliates or under a group
relief regime with Comcast or any of its Affiliates; (iii) the Manager shall not make an election under Section 1101(g)(4) of the
“Bipartisan Budget Act of 2015” to apply the Partnership Audit Reform Rules prior to its effective date provided under Section
1101(g)(1) of the “Bipartisan Budget Act of 2015”; (iv) on or after the effective date of the Partnership Audit Reform Rules and
to the extent permissible under Applicable Law, at the request of Comcast Shareholder, Manager shall cause any applicable
Company Entity to file an election pursuant to Section 6221(b), as promulgated under the “Bipartisan Budget Act of 2015;” and
(v) the Manager shall cause the Company to elect to be treated as a partnership for U.S. federal income tax purposes by timely
filing Internal Revenue Service Form 8832 and any comparable tax form under applicable provisions of state or local law, and
shall refrain from taking any actions inconsistent with its treatment as a partnership for federal, state and local income tax
purposes.
(c)
(i) The Company shall, and the Manager shall cause each Comcast Investment Vehicle to, deliver, no later
than five Business Days after the filing of the appropriate income tax returns by the Company or applicable Comcast Investment
Vehicle, to each Shareholder a Schedule K-1 showing such Shareholder’s share of income, loss, deductions, gain and credits;
provided that the Company shall, and the Manager shall cause each Comcast Investment Vehicle to, use commercially reasonable
efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax
Year but in no event later than 90 days after the end of each Tax Year. Each Shareholder agrees that such Shareholder shall not
treat any item of income, gain, loss or any other Company or Alternative Investment Vehicle item on such Shareholder’s tax
return in a manner which is inconsistent with the treatment of such item on the Company’s or applicable Alternative Investment
Vehicle’s tax return (for the avoidance of doubt, as amended to reflect the resolution of an accounting firm pursuant to Section
10.19(a)(i)). The Company shall, and the Manager shall cause each Comcast Investment Vehicle to, deliver to Comcast
Shareholder estimates of the information necessary for Comcast to determine its estimated taxes payable with respect to a Tax
Quarter attributable to Comcast Shareholder’s interest in the Company or a Comcast Investment Vehicle, no later than 30 days
after the end of such Tax Quarter; provided, however, that the Company and the Manager shall only be required to provide such
information with respect to a tax year for which the aggregate amount of income, or aggregate amount of loss, allocated to
Comcast Shareholder is expected to be significant; provided further that any incremental out-of-pocket expenses incurred by any
Company Entity or the Manager in connection with the preparation of information for Comcast Shareholder pursuant to this
sentence shall be reimbursed by Comcast Shareholder. For the avoidance of doubt, any expenses with respect to the preparation
and filing of the tax returns for the Company or Comcast Investment Vehicle, including Schedule K-1 provided to the
Shareholders, are Manager Expenses pursuant to Section 7.01.
58
(ii) The Manager and the Company shall use commercially reasonable efforts to deliver, at the reasonable
request of a Shareholder, such other information as is required for the preparation of its tax returns, including, if requested, state
apportionment information. At the request of any Shareholder, the Manager and the Company shall use commercially reasonable
efforts to deliver to such Shareholder such information as may be necessary for such Shareholder to file its Schedule UTP and
similar other statements or returns that are required to be filed by such Shareholder as a result of its holding of Company
Securities. Any incremental out-of-pocket expenses incurred by the Manager, the Company, a Comcast Investment Vehicle, or
their Subsidiaries or any Portfolio Company as a result of a request from a Shareholder pursuant to this Section 10.19(c)(ii) shall
be reimbursed by such Shareholder.
(iii) The Manager agrees to use its commercially reasonable efforts to promptly notify a Shareholder in
writing upon becoming aware of any tax filing, reporting or withholding obligations (including, for the avoidance of doubt, any
amounts withheld or paid with respect to the Shareholder) and the availability of any refunds or exemptions from withholding, in
each case with respect to the Shareholder’s interest in the Company. In the event of any imposition by any governmental
authority within the jurisdictions in which the Company makes its investments of any income tax liability on a Shareholder’s
share of the Company’s income or of any tax liability arising out of a Shareholder’s interest in the Company, in each case, on a
net income basis, the Company shall use commercially reasonable efforts to provide the Shareholder with sufficient information
so as to permit the Shareholder to claim any deduction or credit with respect to such taxes and to complete all requisite tax forms,
reports or filings. In addition, if requested in writing by a Shareholder, the Company shall use its commercially reasonable efforts
to obtain on behalf of the Shareholder, or to assist the Shareholder in obtaining, any available tax refunds or exemptions from
withholding tax arising out of the Shareholder’s interest in the Company. Any incremental out-of-pocket expenses incurred by
any Company Entity, Portfolio Company or the Manager as a result of a request from a Shareholder pursuant to this Section
10.19(c)(iii) shall be reimbursed by such Shareholder.
(d) (i) ManagementCo Shareholder is hereby designated as the Company’s “tax matters partner” under Section
6231(a)(7) of the Code (as in effect prior to amendment by the “Bipartisan Budget Act of 2015”) or any comparable law (the
“Tax Matters Partner”), with all powers and responsibilities of a “tax matters partner” as defined in Section 6231(a)(7)(A) of
the Code (as in effect prior to amendment by the “Bipartisan Budget Act of 2015”) or any comparable law and (ii)
ManagementCo Shareholder (or such other Person designated by ManagementCo Shareholder) is hereby designated as the
Company’s “partnership representative” within the meaning of Section 6223 of the Code or any comparable law (the
“Partnership Representative”), and, in each case, is granted the corresponding designation under any similar provisions of
state, local or non-U.S. law. ManagementCo Shareholder shall also be authorized to appoint, and shall appoint, a natural person
to serve as the “designated individual”, within the meaning of Sections 6221 through 6242 of the Code together with any
Regulations and guidance issued thereunder (the “Designated Individual”), to act on behalf of the Partnership Representative.
The Tax Matters Partner or the Partnership Representative, as applicable, shall act in good faith in fulfilling its responsibilities. In
the event that the Tax Matters Partner, the Partnership Representative or the relevant Company Entity is notified (in writing) by a
taxing authority that the relevant Company Entity is the subject of an audit or examination by a taxing authority of any federal
income, material foreign, state or local income, or material franchise tax return (a “Tax Contest”), the Tax Matters Partner
59
or the Partnership Representative, as applicable, shall promptly provide to the Shareholders a written notice informing the
Shareholders that the applicable Company Entity is the subject of a Tax Contest, shall keep the Shareholders reasonably informed
of material developments relating to such audit or examination and shall permit Comcast Shareholder to participate in the
conduct and settlement of any proceeding with respect to any Tax Contest (it being understood that ManagementCo Shareholder
shall retain control of the conduct and settlement of any such Tax Contest except to the extent of the consent right of Comcast
Shareholder specified in the immediately succeeding sentence). The Tax Matters Partner or the Partnership Representative, as
applicable, shall not agree to any settlement, resolution or closing or other agreement with respect to a Tax Contest involving any
significant issue or item without the consent of Comcast Shareholder, which consent shall not be unreasonably withheld or
delayed. Expenses of any administrative proceedings undertaken by the Tax Matters Partner or the Partnership Representative, as
applicable, shall be Company Expenses other than incremental out-of-pocket expenses of Manager or any Company Entity
relating to Comcast Shareholder’s exercise of its consent right hereunder, which expenses shall be reimbursed by Comcast
Shareholder, and the expenses of Comcast Shareholder in exercising its participation rights hereunder, which shall be borne by
Comcast Shareholder.
(e) The Manager shall not cause the Company, any Comcast Investment Vehicle and their Subsidiaries to engage, and
the Manager shall not knowingly cause any other Company Entity to engage, directly or indirectly, in a transaction that, as of the
date the Company Entity enters into a binding contract to engage in such transaction, is a “listed transaction” as defined in U.S.
Treasury Regulation Section 1.6011-4(b)(2). The Manager will undertake reasonable due diligence to determine whether any
transaction to be engaged in by any Company Entity is a “listed transaction” or a “prohibited reportable transaction” as defined in
Section 4965(e)(1)(C) of the Code. If the Manager has knowledge that any Company Entity has engaged directly or indirectly in
a transaction that is a “listed transaction” or a “prohibited reportable transaction”, it shall (i) promptly notify the Shareholders of
such determination and (ii) provide each Shareholder with any requested information needed by such Shareholder to fulfill its
reporting or disclosure obligations in respect of such transaction.
(f) The Manager may, in its reasonable discretion, take any steps that it deems necessary or advisable to cause the
Company to comply with the tax laws of non-U.S. jurisdictions.
Section 10.20. Tax Year. The Company shall elect the calendar year as its taxable year (“Tax Year”), unless
otherwise required by Applicable Law.
Section 10.21. Portfolio Company Debt. The Company will not permit any controlled Portfolio Companies to
incur, create, issue, assume or guarantee any Debt unless such Debt is Non-Recourse to Comcast, and the Company shall
use commercially reasonable efforts in structuring any such Debt to minimize the amount of any income inclusion by a
Shareholder relating to such Debt pursuant to Section 956 of the Code.
Section 10.22. Comcast Securities. The Company agrees that it will not acquire, directly or through any
Alternative Investment Vehicle or controlled Portfolio Company, any equity securities or equity-related securities (including
preferred equity, convertible debt or similar securities) or debt securities issued by
60
Comcast or any of its Affiliates or Comcast Permitted Spin Transferee or any of its Affiliates.
ARTICLE 11
Winding-Up and Dissolution of the Company
Section 11.01. Winding-Up of the Company.
(a) Subject to Applicable Law, the Company’s affairs shall be wound up upon the earliest of:
(i) the unanimous agreement of the Shareholders;
(ii) the election by Comcast Shareholder or ManagementCo Shareholder, with effect only after the
termination of the Commitment Period (taking into account any extension or early termination thereof in accordance with the
terms of this Agreement);
(iii) at Comcast Shareholder’s election, the third anniversary of the occurrence of an Initial CEO Event
(provided that, if at any time during such three year period, neither Alexander D. Evans nor David L. Caplan is serving in a senior
management role with respect to the Company with responsibilities at least comparable to their responsibilities on the
Commencement Date, Comcast Shareholder may elect to require that the Company be wound up commencing at such time as
neither of such individuals is serving in such capacity); and
“Wind-Up Event”).
(iv) at Comcast Shareholder’s election, the occurrence of a Cause Event (each of clauses (i) through (iv), a
(b) Subject to Article 9, upon the occurrence of a Wind-Up Event, the Manager shall be the liquidator to wind-up the
affairs of the Company and shall conduct an orderly disposition of the assets of the Company, including Portfolio Company
Securities (collectively, “Company Assets”), in a manner consistent with the best interests of the Company, taking into account
market conditions and legal and contractual considerations. The Manager shall determine in its reasonable discretion which
Company Assets shall be sold and which Company Assets shall be retained for distribution in kind to the Shareholders. The
Manager shall consider in good faith tax efficient structuring among other relevant factors in connection with the disposition or
distribution of Company Assets pursuant to this Section 11.01(b). Subject to Applicable Law, after all liabilities of the Company
have been satisfied or duly provided for, the remaining Company Assets shall be distributed to the Shareholders in accordance
with Article 8 and this Article 11.
(c) In the discretion of the liquidator, and subject to Applicable Law, a portion of the distributions that would
otherwise be made to the Shareholders pursuant to this Section 11.01 may be:
(i) distributed to a trust established for the benefit of the Shareholders for purposes of liquidating
Shareholder assets, collecting amounts owed to the Shareholders, and paying any liabilities or obligations of the Company arising
out of, or in connection with, this Agreement or the Company’s affairs; or
61
(ii) withheld, with respect to any Shareholder, to provide a reserve for the payment of such Shareholder’s
share of future Company Expenses; provided that such withheld amounts shall be distributed to the Shareholders as soon as the
liquidator determines, in its reasonable discretion, that it is no longer necessary to retain such amounts.
The assets of any trust established in connection with clause (i) above shall be distributed to the Shareholders from time to time,
in the discretion of the liquidator, in the same proportions as the amount distributed to such trust by the Company would
otherwise have been distributed to the Shareholder pursuant to this Agreement.
(d) Each Shareholder shall look solely to the assets of the Company for the return of such Shareholder’s aggregate
Capital Contributions, and no Shareholder shall have priority over any other Shareholder as to the return of such Capital
Contributions.
(e) After the liquidator has distributed the assets of the Company in accordance with this Section 11.01, the liquidator
shall do all such acts required to wind up the Company in accordance with the Companies Law (2013 Revision) of the Cayman
Islands.
Section 11.02. Clawback.
(a) ManagementCo Shareholder acknowledges and agrees that the aggregate amount of Class II Distributions that it is
entitled to receive in its capacity as the Class II Shareholder (the “Class II Maximum Amount”) shall not exceed the lesser of (i)
12.5% of the excess, if any, of (A) the aggregate amount of distributions pursuant to Sections 8.02 and 11.01 over (B) the
aggregate amount of Capital Contributions made by all Shareholders; and (ii) the excess, if any, of (A) the aggregate amount of
distributions pursuant to Sections 8.02 and 11.01 over (B) the amount necessary to be distributed to the Class I Shareholders
pursuant to Sections 8.02 and 11.01 such that each Class I Shareholder shall have received a Priority Return in respect of each
Capital Contribution made by such Shareholder.
(b) Upon the occurrence of a Wind-Up Event (the date of the occurrence of a Wind-Up Event, the “Interim
Clawback Date”), the Manager shall calculate the Class II Maximum Amount and determine the amount, if any, the Class II
Shareholder would be required to return pursuant to Section 11.02(c), in each case based upon a hypothetical liquidation of the
Company as if all of the Company Assets were sold at the Quarterly Value thereof and the net assets of the Company were
distributed as of such Interim Clawback Date in accordance with Section 11.01 after giving effect to such hypothetical liquidation
(the “Interim Clawback Amount”). If there is an Interim Clawback Amount, the Class II Shareholder shall repay to the
Company, for distribution (subject to Applicable Law) to the Class I Shareholders (pro rata in accordance with Section 8.02 or
Section 11.01), an amount of cash equal to the Interim Clawback Amount; provided that in no event shall the Class II Shareholder
be obligated to repay an amount that is greater than the aggregate Class II Distributions previously received by the Class II
Shareholder less the excess of the deemed income tax liability (calculated based on the Tax Rate) on the income allocated to the
Class II Shareholder over the amount of any corresponding deemed tax benefit (calculated based on the Tax Rate) arising out of
the payment described in this paragraph in the taxable year in which such payment is made, in each case determined without
reference to any item of income, gain, expense, loss or credit other than such items arising out of the Class II Shareholder’s
activities as a Shareholder
62
of the Company. To the extent that there have been any distributions in kind of Marketable Securities or other non-cash Company
Assets to the Class II Shareholder, the amount of the deemed income tax liability associated with such distributions shall be the
value of such distributed Marketable Securities and Company Assets (as determined for purposes of making the applicable
distribution under Section 8.02 or Section 11.01) multiplied by the applicable Tax Rate. Any amount that the Class II Shareholder
pays to the Company pursuant to this Section 11.02(b) shall not be treated as a Capital Contribution. The amount of any
distribution to a Class I Shareholder pursuant to this Section 11.02(b) shall, for purposes of applying Section 8.02 and Section
11.01, be treated as having been made pursuant to Section 8.02 or Section 11.01 and shall be taken into account in determining
the amounts that are distributable thereafter to such Class I Shareholder pursuant to Section 8.02 and Section 11.01.
(c) If, after giving effect to (i) any payments pursuant to Section 11.02(b) and (ii) the final allocations and
distributions pursuant to Section 11.01, the Class II Shareholder shall have received aggregate Class II Distributions in excess of
the Class II Maximum Amount, the Class II Shareholder shall repay to the Company, for distribution (subject to Applicable Law)
to the Class I Shareholders (pro rata in accordance with Section 8.02 or Section 11.01) an amount of cash equal to the excess of
the aggregate Class II Distributions over the Class II Maximum Amount; provided that in no event shall the Class II Shareholder
be obligated to repay an amount that is greater than the aggregate Class II Distributions previously received by the Class II
Shareholder less the excess of the deemed income tax liability (calculated based on the Tax Rate) on the income allocated to the
Class II Shareholder over the amount of any corresponding deemed tax benefit (calculated based on the Tax Rate) arising out of
the payment described in this paragraph in the taxable year in which such payment is made, in each case determined without
reference to any item of income, gain, expense, loss or credit other than such items arising out of the Class II Shareholder’s
activities as a Shareholder of the Company. Any amount that the Class II Shareholder pays to the Company pursuant to this
Section 11.02(c) shall not be treated as a Capital Contribution. The amount of any distribution to a Class I Shareholder pursuant
to this Section 11.02(c) shall, for purposes of applying Section 8.02 and Section 11.01, be treated as having been made pursuant
to Section 8.02 or Section 11.01 and shall be taken into account in determining the amounts that are distributable thereafter to
such Class I Shareholder pursuant to Section 8.02 and Section 11.01.
(d) In the event that the Class II Shareholder is obligated under Section 11.02(b) or Section 11.02(c) to return to the
Company a portion of the Class II Distributions received from the Company, to the extent the Class II Shareholder has
insufficient funds to meet such obligations, (i) each limited partner or former limited partner of the Class II Shareholder shall be
severally obligated to return its pro rata share of such amounts (based on the amounts paid to or for the account of such limited
partner relating to Class II Distributions). Each limited partner of the Class II Shareholder shall execute and deliver a guarantee,
for the benefit of the Company and the Shareholders, of the performance of his or her obligation to return up to his or her pro
rata share of any amount required to be returned by the Class II Shareholder to the Company pursuant to Section 11.02(b) or (c).
Section 12.01. Binding Effect; Assignability; Benefit.
ARTICLE 12
Miscellaneous
63
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns.
(b) Neither this Agreement nor any right or obligation arising hereunder or by reason hereof shall be assignable,
delegable or otherwise transferable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that
(i) Comcast Shareholder may assign its rights or obligations arising hereunder to the extent contemplated by Section 5.03 and
Section 10.08 and (ii) ManagementCo Shareholder may assign its rights or obligations hereunder to the extent contemplated by
Section 5.03; provided that no such assignment shall relieve ManagementCo Shareholder of any of its obligations hereunder.
(c) Except as provided in Section 10.06(e), nothing in this Agreement, expressed or implied, is intended to confer on
any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any
rights or obligations under or by reason of this Agreement.
Section 12.02. Notices. All notices, requests and other communications to any party shall be in writing and shall
be delivered in person, by reputable overnight courier service, mailed by certified or registered mail, return receipt
requested, or sent by electronic mail:
if to the Company to:
Atairos Group, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: Michael J. Angelakis
E-mail: m.angelakis@atairos.com
Atairos Group, Inc.
620 Fifth Avenue
New York, NY 10020
Attention: David L. Caplan
E-mail: d.caplan@atairos.com
with copies to Comcast and the Manager at the addresses listed below;
if to Comcast Shareholder, to:
Comcast AG Holdings, LLC
c/o Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Thomas J. Reid
E-mail: tom_reid@comcast.com
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
64
New York, New York 10017
Attention: Lee Hochbaum
E-mail: lee.hochbaum@davispolk.com
Attention: William H. Aaronson
E-mail: william.aaronson@davispolk.com
if to ManagementCo Shareholder, to:
Atairos Partners, L.P.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: Michael J. Angelakis
E-mail: m.angelakis@atairos.com
Atairos Partners, L.P.
620 Fifth Avenue
New York, NY 10020
Attention: David L. Caplan
E-mail: d.caplan@atairos.com
with a copy to:
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
Attention: John B. Ayer
E-mail: john.ayer@ropesgray.com
if to the Manager, to:
Atairos Management, L.P.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: Michael J. Angelakis
E-mail: m.angelakis@atairos.com
Atairos Management, L.P.
620 Fifth Avenue
New York, NY 10020
Attention: David L. Caplan
E-mail: d.caplan@atairos.com
with a copy to:
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
Attention: John B. Ayer
E-mail: john.ayer@ropesgray.com
65
if to Comcast, to:
Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Thomas J. Reid
E-mail: tom_reid@comcast.com
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: Lee Hochbaum
E-mail: lee.hochbaum@davispolk.com
Attention: William H. Aaronson
E-mail: william.aaronson@davispolk.com
or such other address or electronic mail address as such party may hereafter specify for the purpose by notice to the other parties
hereto.
All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if
received (evidenced, in the case of electronic mail, by electronic confirmation of receipt) prior to 5:00 p.m. in the place of receipt
and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not
to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written
communication sent by electronic mail transmission shall be confirmed by certified or registered mail, return receipt requested,
posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the
date of such electronic mail transmissions.
Section 12.03. Amendment; Waiver; Consent.
(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this agreement, or in the case of a waiver, by the party
against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
(c) The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by Applicable Law.
Section 12.04. Fees and Expenses. Subject to Article 7, all costs and expenses incurred in connection with the
preparation of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid
by the party incurring such costs or expenses.
66
Section 12.05. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York, without regard to the conflict of laws rules of such state.
Section 12.06. Jurisdiction. The parties agree that any suit, action or proceeding seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby
shall be brought in the United States District Court for the Southern District of New York or any New York State court
sitting in the Borough of Manhattan in New York, New York, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed
to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents
to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be
served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as provided in Section 12.02 shall be deemed effective
service of process on such party.
Section 12.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 12.08. Specific Performance. The parties agree that irreparable damage would occur if any provision of
this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this agreement or to enforce specifically the performance of the terms and
provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 12.09. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed
by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party
hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of
any other oral or written agreement or other communication).
Section 12.10. Entire Agreement. This Agreement, the Memorandum and Articles of Association, the
ManagementCo Shareholder Partnership Agreement, the Management Agreement, and the Letter Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior and
contemporaneous agreements and
67
understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.
Without limiting the foregoing, upon the effectiveness of the Original Agreement, the New Company – Binding Agreement
dated as of March 31, 2015 by and between Comcast and the Initial CEO was terminated as of the date of the Original
Agreement and is of no further force and effect.
Section 12.11. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the
transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 12.12. Guarantee.
(a) Subject to Section 12.12(b), Comcast hereby irrevocably and unconditionally guarantees (the “Comcast
Guarantee”) to the Company, ManagementCo Shareholder and the Manager the prompt and full discharge by Comcast
Shareholder of all of Comcast Shareholder’s covenants, agreements, obligations and liabilities under this Agreement including
the due and punctual payment of all amounts which are or may become due and payable by Comcast Shareholder hereunder
when and as the same shall become due and payable (collectively, the “Comcast Shareholder Obligations”), in accordance with
the terms hereof. Comcast acknowledges and agrees that, with respect to all Comcast Shareholder Obligations to pay money,
such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent
upon the pursuit of any remedies against Comcast Shareholder. If Comcast Shareholder shall default in the due and punctual
performance of any Comcast Shareholder Obligation, including the full and timely payment of any amount due and payable
pursuant to any Comcast Shareholder Obligation, Comcast will forthwith perform or cause to be performed such Comcast
Shareholder Obligation and will forthwith make full payment of any amount due with respect thereto. Upon performance by
Comcast of any Comcast Shareholder Obligation, Comcast shall be subrogated to the rights of Comcast Shareholder against the
Company, ManagementCo Shareholder or the Manager, as the case may be, with respect to such Comcast Shareholder
Obligation.
(b) Notwithstanding Section 12.12(a), upon the Transfer of any Comcast Shareholder Obligations in accordance with
this Agreement to any Person that is not an Affiliate of Comcast (including any obligations of Comcast Shareholder that are
indirectly allocated to a Comcast Permitted Spin Transferee pursuant to Section 5.03(c)(ii)), the Comcast Guarantee shall
automatically be revoked and cease to be in effect with respect to such Comcast Shareholder Obligations first arising after the
effective date of the relevant Transfer (and otherwise the Comcast Guarantee shall remain in effect).
Section 12.13. Representations.
68
(a) Each of Comcast Shareholder, ManagementCo Shareholder, the Manager and Comcast, severally but not jointly,
for itself and not for any other party to this Agreement, represents and warrants to the Company and to each of the others as of
the date hereof that:
(i) Existence and Power. Such Person is an entity duly formed, validly existing and in good standing under
the laws of its jurisdiction of formation and has all powers and all governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and
approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have an effect that is
adverse and material to such Person’s ability to consummate the transactions contemplated hereby.
(ii) Authorization. The execution, delivery and performance by such Person of this Agreement and the
consummation by such Person of the transactions contemplated hereby are within such Person’s powers and, if applicable, have
been duly authorized by all necessary corporate action on the part of such Person. This Agreement constitutes a valid and binding
agreement of such Person, enforceable in accordance with its respective terms, except to the extent enforceability thereof may be
limited by bankruptcy, insolvency, reorganization and other similar Applicable Laws affecting the enforcement of creditor’s
rights generally and by general principles of equity.
(iii) Noncontravention. The execution, delivery and performance by such Person of this Agreement and the
consummation by such Person of the transactions contemplated hereby do not and will not (A) violate the organizational
documents of such Person, (B) violate any Applicable Law or (C) require any consent or other action by any Person under,
constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such
Person or to a loss of any benefit to which such Person is entitled under, any provision of any agreement or other instrument
binding upon such Person with such exceptions, in the case of clause (B) and (C), as would not, individually or in the aggregate,
reasonably be expected to have an effect that is adverse and material to such Person’s ability to consummate the transactions
contemplated hereby.
(b) Each of Comcast Shareholder and ManagementCo Shareholder, severally but not jointly, for itself and not for the
other, represents and warrants to the Company and to the other as of the date hereof and as of each date on which Company
Securities are issued to such Person pursuant to Section 2.05(b), that:
(i) Purchase for Investment. Such Person is acquiring the Company Securities for investment for its own
account and not with a view to, or for sale in connection with, any distribution thereof and such Person (either alone or together
with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risks of its investment in the Company Securities, and such Person is capable of bearing the economic risks of such
investment for an indefinite period of time and is aware that Transfer of the Company Securities may not be possible because
(A) such Transfer will be subject to contractual restrictions on Transfer set forth in this Agreement and (B) the issuance of the
Company Securities has not been registered under the Securities Act or any applicable state securities laws and, therefore, the
Company Securities cannot be sold unless such sale is registered under the
69
Securities Act and such applicable state securities laws or an exemption from such registration is available.
(ii) Not a Registered Offering. Such Person understands that the Company Securities have not been
registered either with the SEC or with the securities commission of any state and are being offered and sold pursuant to private
offering exemptions therefrom, and that no Governmental Authority has recommended or endorsed the Company Securities or
made any finding or determination relating to the adequacy or accuracy of information provided to such Person or to the fairness
for public investment of interests in the Company.
immediately available funds to enable it to make payment of such Purchaser’s Available Capital Commitment.
(iii) Source of Funds. Such Person has sufficient cash, available lines of credit or other sources of
Section 12.14. Safe Harbor Rules. The ManagementCo Shareholder is authorized and directed to elect to have the
“Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the
“Notice”) apply to any interest in the Company transferred to a service provider by the Company on or after the effective
date of such Revenue Procedure in connection with services provided to the Company. Under the Safe Harbor, the value of
an interest that is transferred in connection with the performance of services (a “Safe Harbor Interest”) is treated as being
equal to the liquidation value of that interest. For purposes of making such Safe Harbor election, the ManagementCo
Shareholder is designated as the “partner who has responsibility for federal income tax reporting” by the ManagementCo
Shareholder and, accordingly, execution of such Safe Harbor election by the ManagementCo Shareholder constitutes
execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The Company and each
Shareholder agree to comply with all requirements of the Safe Harbor described in the Notice, including, without limitation,
the requirement that each Shareholder prepare and file all federal income tax returns (to the extent it is required to file such
returns) reporting the income tax effects of each Safe Harbor Interest issued by the Company in a manner consistent with
the requirements of the Notice. Each Shareholder’s obligations to comply with the requirements of this Section 12.14 shall
survive the Shareholder’s ceasing to be a Shareholder of the Company and/or the winding up and/or termination of the
Company, and for purposes of this Section 12.14, the Company shall be treated as continuing in existence. The
ManagementCo Shareholder is authorized to amend the provisions in this Agreement to the extent necessary to achieve
substantially the same tax treatment with respect to any interest in the Company transferred to a service provider by the
Company in connection with services provided to the Company as set forth in Section 4 of the Notice (e.g., to reflect
changes from the rules set forth in the Notice in subsequent Internal Revenue Service guidance), provided that such
amendment is not adverse to any Shareholder (as compared with the after-tax consequences that would result if the
provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in
connection with services provided to the Company).
Section 12.15. Advisers Act. Each Shareholder agrees that it is not an advisory client of the Manager,
ManagementCo Shareholder or any of their respective Affiliates for purposes of the Advisers Act in connection with the
decision to invest in, or otherwise in connection with its investment in, the
70
Company. The Board may, in its sole discretion, grant on behalf of the Company any approvals or consents required to be
given by clients of the Manager or its Affiliates under the Advisers Act with respect to the Company in respect of (a) any
and all disclosures and approvals required under Section 206(3) thereof, and (b) any consent to a transaction that would
result in the “assignment” (within the meaning of the Advisers Act) of the Management Agreement. Such approval or
consent of the Board shall constitute all necessary disclosures to and approvals or consents of a client for purposes of the
Advisers Act. This Section 12.15 shall not prevent or restrict any vote, consent or approval of any Shareholder otherwise
expressly required under the terms of this Agreement, including Sections 4.01(j) and 5.03, or the Letter Agreement in order
for the Company, the Manager, ManagementCo Shareholder or any of their respective Affiliates to take or refrain from
taking any specified action. Nothing contained in this Agreement shall constitute a waiver by any Shareholder of any of its
legal rights under applicable federal securities laws or any other Applicable Law whose applicability is not permitted to be
contractually waived.
[Remainder of page is intentionally blank.]
71
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.
COMPANY:
ATAIROS GROUP, INC.
By:
/s/ Clare McGrory
Name: Clare McGrory
Title: Chief Financial Officer
SHAREHOLDERS:
COMCAST AG HOLDINGS, LLC
By:
/s/ Marc A. Rockford
Name: Marc A. Rockford
Title:
Senior Vice President
ATAIROS PARTNERS, L.P.
By: Atairos Partners GP, Inc., its
general partner
By:
/s/ Clare McGrory
Name: Clare McGrory
Title: Chief Financial Officer
Signature Page to Fourth Amended and Restated Shareholders Agreement of Atairos Group, Inc.
MANAGER:
ATAIROS MANAGEMENT, L.P.
By: Atairos Family GP, LLC, its
general partner
By:
/s/ Clare McGrory
Name: Clare McGrory
Title: Chief Financial Officer
COMCAST:
(solely for purposes of the Comcast Provisions)
COMCAST CORPORATION
By:
/s/ Marc A. Rockford
Name: Marc A. Rockford
Title:
Senior Vice President
Signature Page to Fourth Amended and Restated Shareholders Agreement of Atairos Group, Inc.
Legal Name
>NBBC, LLC
1440 Ontario Inc.
1440 Productions LLC
1440 Productions UK Limited
1440 Quebec Inc.
170151 DCA Investment Holdings, LLC
170151 DCA Investment, LLC
17A LLC
18A Hotel LLC
18A LLC
18th & Arch Hotel, LLC
19A LLC
19th & Arch Holdings, LLC
19th & Arch II, LLC
19th & Arch, LLC
1X Productions LLC
2 Baked Productions LLC
2nd String Productions Inc.
3BG Holdings Company II LLC
3BG Holdings L.L.C.
ABB RFL, LLC
Active Voices Limited
Advanced IS, LLC
AETN UK Germany GmbH
AF Productions LLC
Agreed Voices Limited
Albatros Datenservice GmbH
Albatros Solutions (Pty) Ltd
All That Limited
Alpine Hideaway Productions LLC
Alternate Reality Productions LLC
Alternative Studio LLC
American Cablesystems Northeast, a Limited Partnership
Ancient Futures Limited
ANF Production Pty Ltd
Arcadia Pictures Limited
Arcadia Productions LLC
Asia NBC (ANBC) Services LLC
Athletes Direct LLC
Attheraces Holdings Limited
Attheraces Limited
Avian Films Limited
AWTV Holding, LLC
AWTV, LLC
1
EXHIBIT 21
State/Country of Organization
DE
Canada
DE
United Kingdom
Canada
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
LA
Canada
DE
DE
DE
United Kingdom
DE
Germany
DE
United Kingdom
Germany
South Africa
United Kingdom
DE
DE
DE
MA
United Kingdom
Australia
United Kingdom
DE
DE
DE
United Kingdom
United Kingdom
United Kingdom
DE
DE
B5 Pictures LLC
Bad Behaviour Productions Pty Ltd
Baking Show, LLC
Ballot Box Films Limited
Barricade Productions Limited
Barter Music LLC
Battleship Delta Investments L.L.C.
BD2 Productions Inc.
Beautiful Day Productions LLC
Beeswax.io Corporation
Beshert LLC
Big Dipper Productions Pty Ltd
Big Idea Entertainment, LLC
Big Idea.com, LLC
Big Minyan Films LLC
Big Sky Music, LLC
Big Smoke Pictures Limited
Billy National Tour General Partner LLC
Billy National Tour II General Partner LLC
Birmingham Broadcasting (WVTM TV) LLC
Blast ! Films Limited
Blastr Productions LLC
Bleecker Production Services Limited
Blue Face Limited
Blueface Italia S.r.l.
Blueface Limited
Blueface US, LLC
Bluerace, Inc.
BluVector, Inc.
Bobwell Productions LLC
Bone Appetite Productions LLC
Boomerang Media Holdings II LLC
Boomerang Media Holdings III LLC
Bourne Again Limited
Bourne Film Productions Inc.
Box Hill Films Limited
Bravo Holding LLC
Bravo Media LLC
Bravo Media Productions Game of Crowns LLC
Bravo Media Productions LLC
Bravo Peacock Music LLC
Bravo Platinum Hit Music LLC
Broken Seal LLC
BRS Golf Limited
Bullwinkle Studios, LLC
Business News (Asia) LLP
2
DE
Australia
NY
United Kingdom
United Kingdom
DE
LA
Canada
DE
DE
DE
Australia
DE
DE
CT
DE
United Kingdom
DE
DE
AL
United Kingdom
DE
United Kingdom
Ireland
Italy
United Kingdom
DE
DE
DE
DE
DE
DE
DE
United Kingdom
Canada
United Kingdom
DE
NY
RI
DE
DE
DE
DE
Ireland
DE
Singapore
Business News (Europe) Partnership
Butterfly Films Limited
C&C AppCo, LLC
C&C Wireless Holding Company, LLC
Cabin Fever Productions LLC
Cable Television of Gary, Inc.
Cablevision Associates of Gary Joint Venture
Cablevision Investment of Detroit, LLC
CACO Holding Company LLC
Callisto Media West, LLC
Canciones de NBC Universo, LLC
Carnival (Charles Dickens) Limited
Carnival (DAX) Limited
Carnival Film & Television Limited
Carnival Productions Limited
Carnival Productions Two Limited
Carnivores Productions Pty Ltd
Castle Pictures Limited
Catalina Content, LLC
CBS Holdco, LLC
Centenary Canada Holding Company
Central Moon Music, LLC
Central Moon Productions LLC
Century-TCI California Communications, L.P.
Century-TCI Holdings, LLC
Chimp Simple Productions LLC
CityWalk Hollywood Holding LLC
Clara Film Distribution LLC
Class of 07 Productions Pty Ltd
Classic Feature Productions, LLC
Classic Media Holdings, LLC
Classic Media Music, LLC
Classic Media Pictures, LLC
Classic Media Productions, LLC
Classic Media UK Limited
Classic Media, LLC
Classic Services II, LLC
Classic Services, Inc.
CNBC (UK) Limited
CNBC Advertising (Shanghai) Co., Ltd.
CNBC LLC
CNBC Media Productions LLC
CNBC Productions of Louisiana LLC
CNBC Publishing LLC
CNBC World LLC
CNV Productions LLC
3
DE
United Kingdom
DE
DE
DE
IN
IN
MI
DE
DE
DE
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Australia
United Kingdom
DE
DE
Canada
DE
DE
DE
DE
DE
DE
DE
Australia
DE
DE
DE
DE
DE
United Kingdom
DE
DE
DE
United Kingdom
China
DE
DE
LA
DE
DE
DE
Colt 87 Films Limited
COM Indiana, LLC
COM Indianapolis, LLC
COM South, LLC
Comcast ABB Business Services, LLC
Comcast ABB Note Consolidation, Inc.
Comcast ABB of Georgia II, LLC
Comcast AG Holdings, LLC
Comcast Amateur Sports, LLC
Comcast Baseball Investment, LLC
Comcast Bidco Holdings Limited
Comcast Bidco Limited
Comcast Broadband Security, LLC
Comcast Business Class Security of MA, LLC
Comcast Business Class Security, LLC
Comcast Business Communications Canada, LLC
Comcast Business Communications, LLC
Comcast Cable Communications Canada, Inc.
Comcast Cable Communications Management, LLC
Comcast Cable Communications, LLC
Comcast Cable EP Services, Inc.
Comcast Cable Funding I, LLC
Comcast Cable of Indiana, LLC
Comcast Cable of Indiana/Michigan/Texas I, LLC
Comcast Cable of Maryland, LLC
Comcast Cablevision of Southeast Michigan, Inc.
Comcast California Collection Services, LLC
Comcast Capital Corporation
Comcast Capital International Limited
Comcast CBRS, LLC
Comcast CCH Subsidiary Holdings, Inc.
Comcast CCW Holdings, LLC
Comcast CHC Subsidiary Holdings, Inc.
Comcast CHC, LLC
Comcast Children’s Network Holdings, LLC
Comcast CMCSA International Spain, S.L.U.
Comcast Commercial Services Group Holdings, LLC
Comcast Connected Health, LLC
Comcast Contribution Holdings, LLC
Comcast Corporate Services UK Limited
Comcast CSA Holdings, LLC
Comcast CV GP, LLC
Comcast CV, L.P.
Comcast DC Radio, LLC
Comcast DW Holding, Inc.
Comcast ENG, LLC
4
United Kingdom
DE
DE
CO
CO
DE
GA
DE
DE
DE
United Kingdom
United Kingdom
DE
DE
DE
DE
PA
Canada
DE
DE
DE
DE
DE
TX
DE
DE
CA
DE
United Kingdom
DE
DE
DE
DE
DE
DE
Spain
DE
DE
DE
United Kingdom
DE
DE
DE
DE
DE
DE
Comcast Financial Agency Corporation
Comcast Funding I, LLC
Comcast Garden State, LLC
Comcast Gary Holdings, LLC
Comcast Government Services, LLC
Comcast Hockey Investment, LLC
Comcast Hockey, LLC
Comcast Holdings Corporation
Comcast Holdings III, LLC
Comcast Horror Entertainment Holdings, LLC
Comcast Houston Advertising Holdings, LLC
Comcast Hulu Holdings, LLC
Comcast ICCP, LLC
Comcast In Demand Holdings, Inc.
Comcast India Engineering Center I LLP
Comcast India US Holdings, LLC
Comcast Interactive Media, LLC
Comcast International Australia Pty Ltd
Comcast International Canada Ltd.
Comcast International France SAS
Comcast International Germany GmbH
Comcast International Holdings UK Limited
Comcast International Italy S.r.l.
Comcast International Netherlands B.V.
Comcast International Singapore PTE. Ltd
Comcast IP Holdings I, LLC
Comcast IP Phone of Missouri, LLC
Comcast IP Phone of Oregon, LLC
Comcast IP Phone, LLC
Comcast LA Holdings, Inc.
Comcast LCP, Inc.
Comcast Midcontinent, LLC
Comcast MO Cable News, LLC
Comcast MO Digital Radio, LLC
Comcast MO Financial Services, LLC
Comcast MO of Burnsville/Eagan, LLC
Comcast MO Real Estate, Inc.
Comcast MO SPC I, LLC
Comcast MO SPC II, LLC
Comcast MVNO II, LLC
Comcast Navy Acquisition, LLC
Comcast Navy Contribution, LLC
Comcast Navy Holdings, LLC
Comcast NECN Holdings, LLC
Comcast Neptune Illinois, PLLC
Comcast New Media Development, Inc.
5
DE
DE
DE
DE
PA
DE
DE
PA
DE
DE
DE
DE
CO
DE
India
DE
DE
Australia
Canada
France
Germany
United Kingdom
Italy
Netherlands
Singapore
DE
MO
DE
PA
DE
DE
DE
MA
MA
CO
MN
CO
DE
DE
DE
DE
DE
DE
DE
IL
PA
Comcast of Alabama, LLC
Comcast of Alameda, Inc.
Comcast of Arizona, LLC
Comcast of Arkansas, Inc.
Comcast of Arkansas/Louisiana/Minnesota/Mississippi/Tennessee, LLC
Comcast of Avalon, LLC
Comcast of Baltimore City, LLC
Comcast of Boston, Inc.
Comcast of Brockton, Inc.
Comcast of Bryant, Inc.
Comcast of Burlington County, LLC
Comcast of California I, Inc.
Comcast of California II, Inc.
Comcast of California II, LLC
Comcast of California III, Inc.
Comcast of California III, LLC
Comcast of California IV, Inc.
Comcast of California IX, Inc.
Comcast of California X, Inc.
Comcast of California XI, Inc.
Comcast of California XII, LLC
Comcast of California XIII, Inc.
Comcast of California XV, LLC
Comcast of California/Colorado, LLC
Comcast of California/Colorado/Florida/Oregon, Inc.
Comcast of California/Colorado/Illinois/Indiana/Michigan, LLC
Comcast of California/Connecticut/Michigan
Comcast of California/Idaho, Inc.
Comcast of California/Illinois, LLC
Comcast of California/Maryland/Pennsylvania/Virginia/West Virginia, LLC
Comcast of California/Massachusetts/Michigan/Utah, LLC
Comcast of Carolina, LLC
Comcast of Central New Jersey II, LLC
Comcast of Central New Jersey, LLC
Comcast of Chicago, Inc.
Comcast of Clinton, LLC
Comcast of Colorado IX, LLC
Comcast of Colorado/Pennsylvania/West Virginia, LLC
Comcast of Connecticut, Inc.
Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North
Carolina/Virginia/Vermont, LLC
Comcast of Cupertino, Inc.
Comcast of Davis County, Inc.
Comcast of Delmarva, LLC
Comcast of Detroit
6
AL
CA
CO
DE
DE
DE
CO
NY
DE
AR
DE
NV
CA
DE
PA
CO
WY
PA
PA
DE
DE
CA
DE
DE
PA
DE
CO
ID
CO
DE
DE
SC
DE
DE
IL
MI
DE
DE
OK
DE
CA
PA
DE
MI
Comcast of Detroit, LLC
Comcast of East San Fernando Valley, LP
Comcast of Eastern Shore, LLC
Comcast of Elkton, LLC
Comcast of Flint, Inc.
Comcast of Florida/Georgia
Comcast of Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC
Comcast of Fort Wayne Limited Partnership
Comcast of Fresno, Inc.
Comcast of Garden State L.P.
Comcast of Georgia I, LLC
Comcast of Georgia/Illinois/Michigan, LLC
Comcast of Georgia/Massachusetts, LLC
Comcast of Georgia/Michigan, LLC
Comcast of Georgia/Pennsylvania, LLC
Comcast of Georgia/South Carolina II, LLC
Comcast of Georgia/South Carolina, LLC
Comcast of Gloucester County, LLC
Comcast of Grosse Pointe, Inc.
Comcast of Harford County, LLC
Comcast of Houston, LLC
Comcast of Howard County, LLC
Comcast of Illinois I, Inc.
Comcast of Illinois II, Inc.
Comcast of Illinois III, Inc.
Comcast of Illinois IV, Inc.
Comcast of Illinois IX, LLC
Comcast of Illinois V, Inc.
Comcast of Illinois VI, LLC
Comcast of Illinois VII, Inc.
Comcast of Illinois VIII, LLC
Comcast of Illinois X, LLC
Comcast of Illinois XI, LLC
Comcast of Illinois XII, LLC
Comcast of Illinois XIII, L.P.
Comcast of Illinois/Indiana, LLC
Comcast of Illinois/Indiana/Michigan, LLC
Comcast of Illinois/Indiana/Ohio, LLC
Comcast of Illinois/Ohio/Oregon, LLC
Comcast of Illinois/West Virginia, LLC
Comcast of Indiana/Kentucky/Utah, LLC
Comcast of Indiana/Michigan, LLC
Comcast of Indiana/Michigan/Pennsylvania, LLC
Comcast of Indianapolis, L.P.
Comcast of Indianapolis, LLC
7
MI
CO
DE
DE
MI
MI
CO
IN
CA
DE
GA
FL
DE
CA
DE
DE
CO
DE
MI
MD
DE
MD
IL
KS
IL
IL
DE
DE
DE
DE
DE
DE
DE
NJ
AZ
FL
DE
DE
DE
DE
CA
IA
IA
DE
DE
Comcast of Inkster, LLC
Comcast of Jersey City, LLC
Comcast of Kentucky/Tennessee/Virginia, LLC
Comcast of Laurel, Inc.
Comcast of Lawrence, LLC
Comcast of Levittown, LLC
Comcast of Little Rock, Inc.
Comcast of Lompoc, LLC
Comcast of Long Beach Island, LLC
Comcast of Louisiana/Mississippi/Texas, LLC
Comcast of Lower Merion, LLC
Comcast of Macomb, LLC
Comcast of Maine/New Hampshire, Inc.
Comcast of Maryland II, LLC
Comcast of Maryland Limited Partnership
Comcast of Maryland, LLC
Comcast of Massachusetts II, Inc.
Comcast of Massachusetts III, Inc.
Comcast of Massachusetts/Virginia, Inc.
Comcast of Mercer County, LLC
Comcast of Meridian, Inc.
Comcast of Michigan I, LLC
Comcast of Michigan II, LLC
Comcast of Michigan III, Inc.
Comcast of Michigan IV, LLC
Comcast of Michigan, LLC
Comcast of Michigan/Mississippi/Tennessee, Inc.
Comcast of Milton, Inc.
Comcast of Minnesota, Inc.
Comcast of Minnesota/Wisconsin, Inc.
Comcast of Mississippi Call Center, LLC
Comcast of Missouri, LLC
Comcast of Monmouth County, LLC
Comcast of Mt. Clemens, LLC
Comcast of Muncie, LLC
Comcast of Muncie, LP
Comcast of Muskegon
Comcast of Nashville I, LLC
Comcast of Nashville II, LLC
Comcast of Needham, Inc.
Comcast of New Castle County, LLC
Comcast of New Hampshire, Inc.
Comcast of New Jersey II, LLC
Comcast of New Jersey, LLC
Comcast of New Mexico, LLC
Comcast of New Mexico/Pennsylvania, LLC
8
MI
DE
DE
MS
DE
DE
AR
DE
DE
DE
DE
MI
NH
DE
MD
CO
DE
DE
VA
DE
MS
DE
DE
DE
CO
DE
DE
MA
PA
PA
DE
CO
DE
MI
IN
IN
MI
DE
DE
DE
DE
DE
DE
NJ
CO
DE
Comcast of New York, LLC
Comcast of Northern California I, Inc.
Comcast of Northern Illinois, Inc.
Comcast of Northern Indiana, Inc.
Comcast of Northwest New Jersey, LLC
Comcast of Novato, Inc.
Comcast of Ocean County, LLC
Comcast of Ohio, Inc.
Comcast of Oregon I, Inc.
Comcast of Oregon II, Inc.
Comcast of Pennsylvania I, LLC
Comcast of Pennsylvania II, Inc.
Comcast of Pennsylvania II, L.P.
Comcast of Pennsylvania III, LLC
Comcast of Pennsylvania, LLC
Comcast of Pennsylvania/Maryland, LLC
Comcast of Philadelphia II, LLC
Comcast of Philadelphia, LLC
Comcast of Plainfield, LLC
Comcast of Potomac, LLC
Comcast of Richmond, LLC
Comcast of Sacramento I, LLC
Comcast of Sacramento II, LLC
Comcast of Sacramento III, LLC
Comcast of San Joaquin, Inc.
Comcast of San Leandro, Inc.
Comcast of Santa Cruz, Inc.
Comcast of Santa Maria, LLC
Comcast of Shelby, LLC
Comcast of Sierra Valleys, Inc.
Comcast of South Chicago, Inc.
Comcast of South Jersey, LLC
Comcast of Southeast Pennsylvania, LLC
Comcast of Southern California, Inc.
Comcast of Southern Illinois, LLC
Comcast of Southern Mississippi, Inc.
Comcast of Southern New England, Inc.
Comcast of Southern Tennessee, LLC
Comcast of St. Paul, Inc.
Comcast of Sterling Heights, LLC
Comcast of Taylor, LLC
Comcast of Tennessee, LLC
Comcast of the District Holdings, Inc.
Comcast of the District, LLC
Comcast of the Meadowlands, LLC
Comcast of the South
DE
PA
IL
DE
DE
OR
DE
OH
DE
DE
DE
CO
DE
CO
DE
DE
DE
DE
DE
DE
VA
CA
CA
CA
WY
CA
CO
DE
MI
PA
IL
DE
DE
OR
DE
DE
MA
DE
MN
MI
DE
DE
DE
DC
DE
CO
9
Comcast of the South, LLC
Comcast of Tupelo, Inc.
Comcast of Utah I, LLC
Comcast of Utah II, Inc.
Comcast of Utica, LLC
Comcast of Virginia, LLC
Comcast of Warren, LLC
Comcast of Wasatch, Inc.
Comcast of West Virginia, LLC
Comcast of Wildwood, LLC
Comcast of Wisconsin, Inc.
Comcast OTR1, LLC
Comcast Palm Beach GP, LLC
Comcast Philadelphia Holdings, LLC
Comcast Phone of Alabama, LLC
Comcast Phone of Arizona, LLC
Comcast Phone of Arkansas, LLC
Comcast Phone of California, LLC
Comcast Phone of Central Indiana, LLC
Comcast Phone of Colorado, LLC
Comcast Phone of Connecticut, Inc.
Comcast Phone of D.C., LLC
Comcast Phone of Delaware, LLC
Comcast Phone of Florida, LLC
Comcast Phone of Georgia, LLC
Comcast Phone of Idaho, LLC
Comcast Phone of Illinois, LLC
Comcast Phone of Iowa, LLC
Comcast Phone of Kansas, LLC
Comcast Phone of Kentucky, LLC
Comcast Phone of Louisiana, LLC
Comcast Phone of Maine, LLC
Comcast Phone of Massachusetts, Inc.
Comcast Phone of Michigan, LLC
Comcast Phone of Minnesota, Inc.
Comcast Phone of Mississippi, LLC
Comcast Phone of Missouri, LLC
Comcast Phone of Montana, LLC
Comcast Phone of Nebraska, LLC
Comcast Phone of Nevada, LLC
Comcast Phone of New Hampshire, LLC
Comcast Phone of New Mexico, LLC
Comcast Phone of New York, LLC
Comcast Phone of North Carolina, LLC
Comcast Phone of North Dakota, LLC
Comcast Phone of Northern Maryland, Inc.
10
DE
MS
IN
PA
MI
CO
MI
PA
DE
DE
CO
DE
DE
DE
DE
DE
DE
DE
DE
DE
CO
DE
DE
DE
CO
DE
DE
DE
DE
DE
DE
DE
DE
DE
MN
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
MD
Comcast Phone of Ohio, LLC
Comcast Phone of Oklahoma, LLC
Comcast Phone of Oregon, LLC
Comcast Phone of Pennsylvania, LLC
Comcast Phone of Rhode Island, LLC
Comcast Phone of South Carolina, Inc.
Comcast Phone of South Dakota, LLC
Comcast Phone of Tennessee, LLC
Comcast Phone of Texas, LLC
Comcast Phone of Utah, LLC
Comcast Phone of Vermont, LLC
Comcast Phone of Virginia, LLC
Comcast Phone of Washington, LLC
Comcast Phone of West Virginia, LLC
Comcast Phone of Wisconsin, LLC
Comcast Phone, LLC
Comcast Programming Management, LLC
Comcast Programming Ventures III, LLC
Comcast Programming Ventures V, LLC
Comcast PSM Holdings II, LLC
Comcast PSM Holdings, LLC
Comcast QCOM TV Partners GP, LLC
Comcast RL Holdings, LLC
Comcast Snap Holdings II, LLC
Comcast Snap Holdings, Inc.
Comcast Spectacor Events, LLC
Comcast Spectacor Holding Company, LLC
Comcast Spectacor Ventures, LLC
Comcast Spectacor, LLC
Comcast Sports Management Services, LLC
Comcast Sports NY Holdings, LLC
Comcast SportsNet Bay Area Holdings, LLC
Comcast SportsNet California, LLC
Comcast SportsNet Chicago Holdings, LLC
Comcast SportsNet NE Holdings, LLC
Comcast SportsNet New England Holdings, LLC
Comcast SportsNet New England, LLC
Comcast SportsNet Philadelphia Holdings, LLC
Comcast SportsNet Philadelphia, L.P.
Comcast Spotlight Charter Cable Advertising, LP
Comcast STB Software MOT, LLC
Comcast STB Software TW, LLC
Comcast Technology Solutions, LLC
Comcast Technology, Inc.
Comcast Ventures, LLC
Comcast Ventures, LP
11
DE
DE
DE
DE
DE
SC
DE
DE
DE
DE
DE
VA
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
PA
PA
DE
DE
DE
DE
DE
DE
DE
DE
DE
PA
DE
DE
DE
DE
DE
DE
DE
Comcast Warranty and Home Insurance Agency, LLC
Comcast/Charter Master Cable Advertising, LLC
Community Realty, LLC
Compound Films Limited
Corpus Vivos Productions LLC
Cotham Hill Productions, LLC
Covert Productions LLC
CP Entertainment Services LLC
CR Films, LLC
Crazy Hill Productions Inc.
Creative Interactive Productions LLC
Creative Park Productions LLC
Creative Screen Productions LLC
Creative Writing Productions LLC
Crossover Connect, LLC
CS DPS Holdings, LLC
CS eSports Korea Ltd.
CS Fusion Investors, LLC
CS KJV Holdings, LLC
CS Phase Two Investors, LLC
CS Philadelphia Lacrosse Team, LLC
CS Philadelphia OW Team, LLC
CSLP Phase One GP, LLC
CSLP Phase One Investor, L.P.
CSLP Phase One Operator, L.P.
CSNNE Partner, LLC
CTC Concourse, LLC
Curlew Films LLC
Cymru International Limited
DA Films LLC
Daily Essentials LLC
DailyCandy Commerce, LLC
DailyCandy, LLC
Dame Films Limited
Dame Productions Inc.
Dark Room Pictures LLC
Dark Universe Productions LLC
Deep Blue Communications, LLC
Deer Park Pictures LLC
Defying Gravity LLC
Del Mar Productions LLC
Delgany Productions LLC
Delta Films LLC
Diagonal View Limited
Digital Exchange S.r.l.
Digital Golf Solutions SAS
12
DE
DE
NV
United Kingdom
DE
CA
DE
DE
DE
Canada
DE
DE
CA
DE
DE
DE
South Korea
PA
DE
PA
DE
DE
PA
PA
PA
DE
DE
DE
United Kingdom
DE
DE
DE
DE
United Kingdom
Canada
LA
DE
NY
DE
DE
DE
DE
LA
United Kingdom
Italy
France
Direct Alternative Productions LLC
Directed Voices Limited
Dirt Road Films LLC
Discos Telemundo, LLC
Discover a Star
DM4 Productions LLC
DR 3000 Films LLC
DreamWorks Animation Home Entertainment II, LLC
DreamWorks Animation Home Entertainment, L.L.C.
DreamWorks Animation Hong Kong Limited
DreamWorks Animation International Services, LLC
DreamWorks Animation L.L.C.
DreamWorks Animation Licensing, LLC
DreamWorks Animation Live Theatrical Productions LLC
DreamWorks Animation Online, Inc.
DreamWorks Animation Publishing, LLC
DreamWorks Animation Television Post-Production, LLC
DreamWorks Animation Television, LLC
DreamWorks Distribution Limited
DreamWorks MCN, LLC
DreamWorks Post-Production L.L.C.
DreamWorks, LLC
DTC Development LLC
DW Animation Ireland Limited
DWA Film Productions II Ltd
DWA Film Productions Limited
DWA Finance I L.L.C.
DWA Glendale Properties, LLC
DWA Holdings, LLC
DWA III Holdings, LLC
DWA International Investments, LLC
DWA International Television Properties, LLC
DWA Kids, LLC
DWA Live Stage Development, LLC
DWA NV Holdings, LLC
Dylan Holdings LLC
E Entertainment Servicios, Sociedad de Responsabilidad Limitada de Capital Variable
E! Brazil Distribution, LLC
E! Channel Services Brazil, LLC
E! Digital Lab Productions LLC
E! Distribution, L.L.C.
E! Entertainment Audiovisual Servicos e Representacoes Ltda.
E! Entertainment Mexico Holdings LLC
E! Entertainment Mexico, LLC
E! Entertainment Television International Holdings, LLC
13
DE
United Kingdom
DE
DE
CA
DE
DE
DE
DE
Hong Kong
DE
DE
DE
DE
DE
DE
DE
DE
United Kingdom
DE
DE
DE
DE
Ireland
United Kingdom
United Kingdom
DE
DE
DE
DE
DE
DE
CA
DE
DE
DE
Mexico
FL
FL
DE
DE
Brazil
DE
DE
DE
E! Entertainment Television, LLC
E! Holdings, LLC
E! LatAm Holdings, LLC
E! Media Productions, LLC
E! Networks Productions, LLC
E! Services Brazil, LLC
Eagle Street Productions, LLC
Earth Holdings LLC
Enterprise Corporate Services LLC
Entertainment for All, LLC
Entertainment Rights US Holdings, LLC
Entertainment Systems, LLC
Estrella Communications LLC
Estudios Mexicanos Telemundo, S.A. de C.V.
ETV Holdings, LLC
Evergreen Pictures LLC
Exclamation Music, LLC
Exhibition Music LLC
Exmont Productions LLC
Explorer Productions Limited
Exposure Studios, LLC
EZLinks Golf Holdings, LLC
EZLinks Golf LLC
F10 Productions LLC
Fab 5 Films LLC
Factual Voices Limited
Family Insight, LLC
Fandango Holdings LLC
Fandango Loyalty Solutions, LLC
Fandango Marketing, Inc.
Fandango Media, LLC
Fandango Merchandising, LLC
Fantail Funding LLC
Far North Entertainment Holdings, Inc.
Faraway Connections, LLC
Farraday Films Investments LLC
Fast Productions Limited
FeiWeiMeiDi Information Technology (Beijing) Co., Ltd.
Feline Productions Limited
FF5 Productions Canada, Inc.
FF6 Productions LLC
FF8 Productions LLC
FF9 Pictures Limited
FF9 Productions LLC
FFSO LIMITED
FFSO Productions LLC
14
DE
DE
DE
DE
DE
FL
CA
DE
DE
DE
DE
DE
DE
Mexico
DE
DE
CA
DE
DE
United Kingdom
DE
DE
DE
DE
DE
United Kingdom
DE
VA
VA
VA
VA
VA
DE
Canada
DE
LA
United Kingdom
China
United Kingdom
Canada
DE
DE
United Kingdom
DE
United Kingdom
DE
Filmmaker Production Services LLC
Filmmaker Studio Services LLC
Fireball Films Limited
Fires Productions Pty Ltd
First Alternative Productions LLC
First Man Productions LLC
First Podcast Productions LLC
Fitness Video Ventures, LLC
Flagship Development LLC
Flock of Peacocks Music JV/ASCAP LLC
Fluency Productions LLC
Fly Town Productions LLC
Flyers Skate Zone, L.P.
FM Production Services LLC
FNV LLC
Focus Features International LLC
Focus Features LLC
Focus Features Productions LLC
For Games Music, LLC
Forecast Fund Investments, LLC
Forecast Labs, LLC
FPS Rink, L.P.
FPS Rink, LLC
FPS Urban Renewal, Inc.
FreeWheel Advertisers Limited
FreeWheel Advertisers, Inc.
FreeWheel Media, Inc.
Friedgold Talent LLC
Front Page News LLC
FTNV Corp
Future Platform LLC
G4 Media Productions, LLC
G4 Media, LLC
G4 Studio Productions, LLC
Gadget Films LLC
Gamut Productions LLC
Gatto Productions Pty Ltd
Genacast Ventures II, LLC
Genacast Ventures, LLC
GEP Adam Inc.
GEP Away Inc.
GEP BC Effects Inc.
GEP Blockbuster Inc.
GEP Cherry Flavor Inc.
GEP Chucky Inc.
GEP Crime Inc.
15
DE
DE
United Kingdom
Australia
DE
LA
DE
DE
DE
DE
DE
DE
PA
DE
CA
DE
DE
DE
DE
DE
DE
PA
PA
NJ
United Kingdom
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Australia
DE
DE
Canada
Canada
Canada
Canada
Canada
Canada
Canada
GEP CZ Inc.
GEP Dream Inc.
GEP E Inc.
GEP Guilt Inc.
GEP Hatch Inc.
GEP Imposters Inc.
GEP Impulse B Inc.
GEP Impulse C Inc.
GEP Impulse Inc.
GEP In Between Inc.
GEP Innocence Inc.
GEP Irrational Inc.
GEP Issues Inc.
GEP La Brea Inc.
GEP Nye Inc.
GEP One Inc.
GEP Ontario Effects Inc.
GEP Podcast Inc.
GEP Productions Inc.
GEP Psych Inc.
GEP Puddin Inc.
GEP Quantum Inc.
GEP Quebec Effects Inc.
GEP Resident Inc.
GEP Scott Inc.
GEP Suits B Inc.
GEP Suits C Inc.
GEP Umbrella A Inc.
GEP Umbrella B Inc.
GEP Umbrella Inc.
Getting Away Productions, Inc.
GIGA Television GmbH
Gilmore Films LLC
Global Ad Sales Limited
Global Advertising (Guangzhou) Co., Ltd.
Global Fiction Inc.
Gloss Mountain Productions LLC
Gold Key Home Video, LLC
Gold Medal Productions LLC
Golfcolorado.com, LLC
GolfNow Enterprises Inc.
Golfnow, LLC
Good Machine International LLC
Good Machine LLC
GOTJ Distribution, LLC
Gramercy Film Productions Inc.
16
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Germany
DE
United Kingdom
China
DE
DE
DE
DE
CO
Canada
FL
NY
NY
NY
Canada
Gramercy Productions LLC
Grinch Productions LLC
Grunewald Films Limited
GTCR/Boomerang Holdings/B, LLC
Harlan Films LLC
Here We Go Productions LLC
Heyday Television Limited
High Tea Pictures Limited
Hilltop Coffee LLC
Hilltop Hot Dogs LLC
Hilltop Services LLC
Hood 3 Inc.
House of Gods Productions Pty Ltd
Housing for Tomorrow Corp.
Houston SportsNet Finance, LLC
Houston SportsNet Holdings LLC
HTVP Limited
Husdawg Communications LLC
Hutch Productions Inc.
iControl Networks, Inc.
IFH-U Holding B.V.
Illumination Entertainment Marketing LLC
Illumination Mac Guff
Imagine Films Entertainment LLC
IMG-LA Productions LLC
Impossibly Simple, LLC
Incuborn Solutions, LLC
Independent Fibre Retail Limited
Indigo Development and Entertainment Arts LLC
Infobonn Text-, Informations- und Presseb✔ro Verwaltungsgesellschaft mbH
Inittowinit LLC
International Channel Pack Distribution Limited
International Journeys, LLC
International Media Distribution, LLC
Irreverent Productions Pty Ltd
It Had To Be Murder Holdings LLC
JB Films LLC
JB5 Productions Limited
JE Production Pty Ltd
Jelutong Productions LLC
Jet Tracks, LLC
Joint Films Inc.
Jupiter Entertainment Holdings, LLC
Jupiter Entertainment North, LLC
Jupiter Entertainment, LLC
17
DE
DE
United Kingdom
DE
DE
DE
United Kingdom
United Kingdom
DE
DE
DE
Canada
Australia
FL
DE
DE
United Kingdom
CA
Canada
DE
Netherlands
DE
France
DE
DE
DE
AZ
United Kingdom
DE
Germany
DE
United Kingdom
CA
CO
Australia
DE
DE
United Kingdom
Australia
DE
CA
Canada
DE
DE
DE
K25 Productions Pty Ltd
Karaoke Productions Limited
Kidsprog Limited
Kingsley Film Productions LLC
Knightly Film Productions LLC
KNSD Granite Ridge, LLC
KNTV License LLC
KNTV Television LLC
Kvinde Productions LLC
LA to UK Productions Limited
LAB Productions Pty Ltd
Lassie Distribution, LLC
Latitude Productions LLC
Laurel Productions LLC
Lauren Film Productions LLC
Lava Films LLC
Lenfest Jersey, LLC
Liberty Property 18th & Arch, LP
Liberty Property Philadelphia Corporation IV East
License Holdings 17A, LLC
License Holdings 18A, LLC
Little Lotta Music, LLC
Logoring, LLC
Lone Star Films Limited
Long Branch Productions Inc.
Love American Journeys, LLC
Love Bugs Film LLC
Love Minky Television Development Inc.
Love Productions Limited
Love Productions USA, Inc.
Low Voices Limited
LPT 18th & Arch Street GP, LLC
LPT 18th & Arch Street Limited, LLC
LSS Football LLC
Lucky G Production Music Ltd
LX Networks LLC
M Brothers Productions LLC
Magic Carpet Productions LLC
Mammoth Films LLC
Marital Assets, LLC
Mark III Funding, LLC
MarketLink Indianapolis Cable Advertising, LLC
MAS Group Holdings, LLC
MAS Intermediate I, Inc.
MAS Intermediate II, Inc.
Masergy Cloud Communications, Inc.
18
Australia
United Kingdom
United Kingdom
DE
DE
DE
DE
DE
DE
United Kingdom
Australia
NY
DE
DE
DE
DE
DE
DE
PA
DE
DE
DE
DE
United Kingdom
Canada
CA
LA
Canada
United Kingdom
CA
United Kingdom
DE
DE
NY
United Kingdom
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
CA
Masergy Cloud UC Corporation
Masergy Communications UK Limited
Masergy Communications, Inc.
Masergy Comunicaciones S. de R.L. de C.V.
Masergy Holdings, Inc.
Masergy Philippines Inc.
Matchbox Eureka One Pty Ltd
Matchbox New Zealand Productions Limited
Matchbox Pictures Pty Ltd
Matchbox Productions Pty Ltd
Mathgamain Films Limited
Max 2 Productions LLC
MB2 Productions LLC
MCA Toys Holdings LLC
MCA Toys LLC
MD Films PR LLC
Media Core LLC
MediaNaviCo LLC
Memory Films LLC
Merchandising Company of America LLC
Metrological Group B.V.
Metrological Media Innovations B.V.
Metrological Widgets B.V.
Michael Film Distribution LLC
Migration Productions LLC
Minaret Films LLC
Mins 2 Productions LLC
MM2 Films LLC
Monkey Business Productions LLC
Monkey Kids Limited
Monkey Kingdom Limited
Monkey Kingdom LLC
Monkey Television LLC
Moon Spin Films, LLC
MovieTickets.com Promotions, LLC
MovieTickets.com, LLC
MSNBC Cable L.L.C.
MSNBC Canada Distribution Inc.
MSNBC Music Publishing LLC
MSNBC Super Desk LLC
MTC Acquisition LLC
Munchkinland Productions LP
Music of Syfy Channel LLC
Music of USA Cable Entertainment LLC
Music of USA Network LLC
Musica Telemundo, LLC
19
CA
United Kingdom
DE
Mexico
DE
Philippines
Australia
New Zealand
Australia
Australia
United Kingdom
DE
DE
DE
DE
DE
DE
VA
DE
DE
Netherlands
Netherlands
Netherlands
DE
DE
DE
DE
DE
DE
United Kingdom
United Kingdom
DE
DE
DE
VA
VA
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Must See Music LLC
MW Sports Holdings, LLC
National Center for Safety Initiatives, LLC
NBC (UK) Holdings Limited
NBC Enterprises LLC
NBC Facilities LLC
NBC Interactive Media LLC
NBC Investments LLC
NBC News Archives LLC
NBC News Bureaus LLC
NBC News Channel LLC
NBC News Digital LLC
NBC News Worldwide LLC
NBC Olympics LLC
NBC Olympics Planning LLC
NBC Pageants LLC
NBC Palm Beach Investment I LLC
NBC Palm Beach Investment II LLC
NBC Program Ventures LLC
NBC Records LLC
NBC Shop LLC
NBC Sports Gold LLC
NBC Sports Mobile Apps, LLC
NBC Sports Network, L.P.
NBC Sports Next, LLC
NBC Sports Ventures LLC
NBC Stations Management II LLC
NBC Stations Management LLC
NBC Storage Management LLC
NBC Sub (WCMH), LLC
NBC Subsidiary (KNBC-TV) LLC
NBC Subsidiary (WCAU-TV), L.P.
NBC Subsidiary (WMAQ-TV) LLC
NBC Subsidiary (WRC-TV) LLC
NBC Subsidiary (WTVJ-TV) LLC
NBC Syndication Holding LLC
NBC Telemundo License Holding LLC
NBC Telemundo License LLC
NBC Telemundo LLC
NBC Television Investments BV
NBC TV Stations Sales & Marketing LLC
NBC Universal (Singapore) Holdings I Pte. Ltd.
NBC Universal (Singapore) Holdings II Pte. Ltd.
NBC Universal Digital Solutions LLC
NBC Universal Global Networks Deutschland GmbH
NBC Universal Global Networks España, S.L.U.
20
DE
DE
DE
United Kingdom
NV
NY
DE
DE
NY
DE
DE
DE
DE
DE
DE
DE
CA
CA
DE
DE
DE
NY
DE
DE
DE
DE
DE
CO
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Netherlands
DE
Singapore
Singapore
DE
Germany
Spain
NBC Universal Global Networks France SAS
NBC Universal Global Networks Latin America LLC
NBC Universal Global Networks Management Limited
NBC Universal Global Networks UK Limited
NBC Universal International Television Distribution Germany GmbH
NBC Universal International Television Distribution Singapore Pte. Ltd.
NBC Universal Networks International Brasil Ltda.
NBC Universal Television Japan, Ltd.
NBC Universal Television Studio Digital Development LLC
NBC Universo LLC
NBC Universo Music Publishing, LLC
NBC West, LLC
NBC/Hearst-Argyle Syndication, LLC
NBC/IJV LLC
NBC-A&E Holding LLC
NBCBoston Real Estate LLC
NBC-NPN Holding LLC
NBCP Holdings LLC
NBC-Rainbow Holding LLC
NBCU Acquisition Sub LLC
NBCU Cable Entertainment Holding LLC
NBCU Corporate Holdings, LLC
NBCU Digital Music LLC
NBCU Dutch Holding (US) LLC
NBCU Emerging Networks LLC
NBCU Global Networks Asia Pte. Ltd.
NBCU International LLC
NBCU New LLC I
NBCU New LLC II
NBCU New Site Holdings LLC
NBCU Television Holding LLC
NBCUniversal Ad Sales and Marketing LLC
NBCUniversal Asia, LLC
NBCUniversal Atlas LLC
NBCUniversal Cahuenga, LLC
NBCUniversal Content Commerce LLC
NBCUniversal Digital Enterprises LLC
NBCUniversal Digital Enterprises Productions LLC
NBCUniversal Digital Entertainment LLC
NBCUniversal Digital Lab LLC
NBCUniversal Enterprise, Inc.
NBCUniversal Entertainment Japan LLC
NBCUniversal Fandango Holdings, LLC
NBCUniversal Funding LLC
NBCUniversal Government Services LLC
NBCUniversal International Limited
21
France
DE
United Kingdom
United Kingdom
Germany
Singapore
Brazil
Japan
DE
DE
DE
DE
DE
DE
DE
DE
DE
NY
CA
DE
DE
DE
DE
DE
DE
Singapore
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Japan
VA
DE
DE
United Kingdom
NBCUniversal International Networks Acquisitions Limited
NBCUniversal International Networks Australia Pty Ltd
NBCUniversal International Networks Holdings Limited
NBCUniversal International Networks Limited
NBCUniversal International Networks US LLC
NBCUniversal International Operations Limited
NBCUniversal International Television Distribution South Africa (Proprietary) Limited
NBCUniversal Media Distribution Services Private Limited
NBCUniversal Media, LLC
NBCUniversal Networks International Argentina Holdings LLC
NBCUniversal Networks International Argentina S.R.L.
NBCUniversal Networks International Brasil Programadora S.A.
NBCUniversal Networks International Colombia S.A.S.
NBCUniversal Networks International Guatemala, Limitada
NBCUniversal Networks International Latin America LLC
NBCUniversal Networks International Mexico, Sociedad de Responsabilidad Limitada de Capital
Variable
NBCUniversal Networks International Panama, S. de R.L.
NBCUniversal Networks International Spanish Latin America LLC
NBCUniversal Production Services LLC
NBCUniversal Production Support NY LLC
NBCUniversal Real Estate LLC
NBCUniversal Shared Services, LLC
NBCUniversal, LLC
NBC-VVTV Holding LLC
NBC-VVTV2 Holding LLC
NBC-West Coast Holding II LLC
NBC-West Coast Holding LLC
NBC-XFL Holding LLC
NCL Co, LLC
Neos Ventures Limited
New England Cable News
New Media, LLC
New Mexico Lighting & Grip LLC
NewCo Cable, Inc.
Newco OTS LLC
News Worthy Pictures Limited
Newsvine, Inc.
New-U Pictures Facilities LLC
New-U Studios LLC
Next Pursuit, LLC
NF Films LLC
Night Fury Productions LLC
No Other Way Productions, LLC
Nobody Films LLC
United Kingdom
Australia
United Kingdom
United Kingdom
DE
United Kingdom
South Africa
India
DE
DE
Argentina
Brazil
Colombia
Guatemala
DE
Mexico
Panama
DE
DE
DE
DE
DE
DE
CA
CA
DE
DE
DE
DE
United Kingdom
MA
DE
DE
DE
DE
United Kingdom
WA
DE
DE
DE
DE
DE
DE
DE
22
North American Television LLC
Northbridge Programming Inc.
Northern Entertainment of Louisiana LLC
Northern Entertainment Productions LLC
Not-4-Not Productions Limited
Novel Pictures Limited
Now A Warning LLC
Nueva Granada Investments, LLC
Nuevo Mundo Music LLC
Nuova Societa Televisiva Italiana S.r.l.
NVU - Texas LLC
NVU – Vegas LLC
NVUL Corp
O2 Holdings, LLC
O2 Music, LLC
Obscure Pictures Limited
Octave Productions, LLC
October Films LLC
OFI Holdings LLC
One Belmont Insurance Company
One NZ Television Limited
One-Horned Wonder Productions LLC
Opaque Show Limited
Open 4 Business Productions LLC
Original Content Productions LLC
Orsa Films LLC
Outlet Broadcasting LLC
Outlet Communications LLC
Oxygen Cable, LLC
Oxygen Media Interactive LLC
Oxygen Media Productions LLC
Oxygen Media, LLC
P-1 Acquisition Sub LLC
Pacific Data Images II, LLC
Pacific Data Images L.L.C.
Pacific Regional Programming Partners
Palm Beach Group Cable Joint Venture
Pants On Fire Productions Inc.
Papaya Holdings, LLC
Para Siempre Productions LLC
Parks Holdings Acquisition LLC
Parks Holdings Acquisition Sub LLC
Parthenon Media Group Limited
Partially Baked Productions LLC
Pattison Development, LLC
Pattison Realty, LLC
23
NV
Canada
LA
DE
United Kingdom
United Kingdom
DE
DE
DE
Italy
DE
DE
DE
DE
DE
United Kingdom
DE
NY
DE
VT
New Zealand
DE
United Kingdom
DE
DE
DE
RI
DE
DE
DE
DE
DE
DE
CA
DE
NY
FL
Canada
DE
DE
DE
DE
United Kingdom
DE
PA
PA
PCA Productions LLC
PE Productions LLC
Peacock Media Productions LLC
Peacock Productions (UK) LLC
Peacock TV EMEA Limited
Peacock TV LLC
Peacock TV Music LLC
Pennebaker LLC
PG Filmed Entertainment LLC
PG Television LLC
Philadelphia Flyers Enterprises Company
Philadelphia Flyers, L.P.
Philadelphia Flyers, LLC
PhotoOps, LLC
Plaxo, Inc.
Podcast 2 Series LLC
Pop Productions LLC
Portland Hockey, LLC
PowerCloud Systems, Inc.
PP3 Productions LLC
Production Voices Limited
PSC SA Productions LLC
QCOM TV Partners
Q-Force Productions LLC
Rachel Films LLC
Realand Productions LLC
Redemption Productions LLC
Regional Film Distributors LLC
Regional Pacific Holdings II LLC
Regional Pacific Holdings LLC
Remoter Productions Pty Ltd
Retechorators, LLC
Rider Productions LLC
Right Alternative Productions LLC
Ring Me Films LLC
RIPD2 Films Inc.
Rising Voices Limited
Rosey Film Productions LLC
Roving, LLC
Rubin Productions LLC
Runnymede Films Limited
RW2 Films Limited
S.A.T.V. Publishing Limited
Saigon Broadcasting LLC
Salt Snake LLC
SAM Productions LLC
24
DE
DE
DE
DE
United Kingdom
DE
DE
DE
DE
DE
Canada
DE
DE
TN
DE
DE
DE
DE
DE
DE
United Kingdom
DE
PA
DE
DE
DE
DE
DE
DE
DE
Australia
DE
DE
DE
LA
Canada
United Kingdom
DE
DE
DE
United Kingdom
New Zealand
United Kingdom
DE
DE
DE
Sarcophagus Films Limited
Satellite Services, LLC
Savannah Beast LLC
Savoy Pictures, LLC
SCAS Satellite CA Services GmbH
Sci Fi Lab Development LLC
Sci-Fi Channel Europe, L.L.C.
Scope Communications LLC
Scream Squad Films Inc.
Scream Squad Films LLC
Scripted Voices Limited
Second Alternative Productions LLC
Second Podcast Productions LLC
Servicios de Produccion Reforma, S.A. de C.V.
S-F Channel Holdings LLC
Shaftesbury Avenue LLC
Silver Tower Productions LLC
Sing 2 Productions LLC
Six Feathers Music LLC
Sky Channel SA
Sky Comedy Limited
Sky Corporate Secretary Limited
Sky CP Limited
Sky Deutschland Customer Center GmbH
Sky Deutschland Fernsehen GmbH & Co KG
Sky Deutschland GmbH
Sky Deutschland Interaction Center I GmbH
Sky Deutschland Interaction Center II GmbH
Sky Deutschland Service Center GmbH
Sky Deutschland Verwaltungs GmbH
Sky Finance Europe Limited
Sky German Holdings GmbH
Sky Group Finance Limited
Sky Healthcare Scheme 2 Limited
Sky History Limited
Sky In-Home Service Limited
Sky International AG
Sky International Operations Limited
Sky IP International Limited
Sky IQ Limited
Sky Ireland Limited
Sky Italia Network Service S.r.l.
Sky Italia S.r.l.
Sky Italian Holdings S.p.A.
Sky Labs Aalborg A/S
Sky Limited
25
United Kingdom
DE
DE
DE
Germany
DE
DE
CA
Canada
DE
United Kingdom
DE
DE
Mexico
DE
DE
DE
DE
DE
Belgium
United Kingdom
United Kingdom
United Kingdom
Germany
Germany
Germany
Germany
Germany
Germany
Germany
United Kingdom
Germany
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Switzerland
United Kingdom
United Kingdom
United Kingdom
Ireland
Italy
Italy
Italy
Denmark
United Kingdom
Sky LLU Assets Limited
Sky Manufacturing Services Limited
Sky Media GmbH
Sky Ocean Ventures Partner Limited
Sky Operational Finance Limited
Sky Österreich Fernsehen GmbH
Sky Österreich Verwaltung GmbH
Sky Pension Plan Trustees Limited
Sky Retail Stores Limited
Sky SNA Limited
Sky SNI Limited
Sky SNI Operations Limited
Sky Studios Limited
Sky Studios Productions Limited
Sky Subscribers Services Limited
Sky Supply Chain Services Poland sp. z o.o.
Sky Switzerland SA
Sky Telecommunications Services Limited
Sky Television Limited
Sky UK Investments Limited
Sky UK Limited
Sky Ventures Limited
SkyShowtime CE Europe Kft
SkyShowtime Iberia S.R.L.
SkyShowtime Limited
SkyShowtime Nordics AB
SkyShowtime Poland sp. z o.o.
Smiley Face Productions LLC
Snapped TV Productions LLC
SNL Entertainment Holdings Sub LLC
SNL Entertainment Holdings, Inc.
SNL Entertainment, LLC
Snow Globe Production Pty Ltd
Spanish-Language Productions LLC
Spectacor Adjoining Real Estate New Arena, L.P.
Spectrum Arena Limited Partnership
Speex, LLC
Spooky Files Productions Pty Ltd
Sports Cards LLC
Sports Ventures Sub LLC
SportsChannel New England LLC
SportsChannel Pacific Associates
SportsEngine Canada, Inc.
SportsEngine LLC
SportsEngine UK Limited
SportsEngine, Inc.
26
United Kingdom
Hong Kong
Germany
United Kingdom
United Kingdom
Austria
Austria
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Poland
Switzerland
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Hungary
Spain
United Kingdom
Sweden
Poland
DE
DE
DE
DE
DE
Australia
DE
DE
PA
DE
Australia
KY
DE
CT
NY
Canada
DE
Ireland
DE
Sprout Michigan Productions, LLC
Sprout Network Music, LLC
St. Giles LLC
St. Louis Productions LLC
Stage II, L.P.
Stamford Media Center & Productions LLC
StarPlay Productions Limited
Static Films Limited
Station Operations LLC
Station Venture Holdings, LLC
Station Venture Operations, LP
Stiletto Cinema Partners Inc.
Stiletto Pictures LLC
Straight Outta LLC
Stuart Street Digital Studios LLC
Studio Distribution Services Canada Corporation
Studio Distribution Services LLC
SUB I - USA Holding LLC
Sugar Films Limited
Sunny Days Productions LLC
Surehouse, LLC
Syfy Channel Publishing LLC
Syfy Films LLC
Syfy LLC
Syfy Media Productions LLC
Tale Productions LLC
Talk Video Productions, LLC
TCI California Holdings, LLC
TCI IL-Holdings II, LLC
TCI IL-Holdings, Inc.
TCI Pacific Communications, LLC
TCP Security Company LLC
TeamUnify, LLC
Ted Production Pty Ltd
Telemundo 10370 Montana Ave LLC
Telemundo 2400 Monroe Street LLC
Telemundo 314 Redwood LLC
Telemundo 500 Media Place LLC
Telemundo 6380 Polaris LLC
Telemundo Global Publishing LLC
Telemundo Group LLC
Telemundo Internacional LLC
Telemundo International Studios LLC
Telemundo Las Vegas License LLC
Telemundo Las Vegas LLC
Telemundo Media LLC
27
MI
DE
DE
DE
PA
DE
United Kingdom
United Kingdom
DE
DE
DE
Canada
DE
DE
CA
Canada
DE
DE
United Kingdom
DE
DE
DE
DE
DE
DE
DE
DE
CO
CO
CO
DE
TX
OR
Australia
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Telemundo Mid-Atlantic LLC
Telemundo Music Publishing, LLC
Telemundo Network Group LLC
Telemundo of Arizona LLC
Telemundo of Chicago LLC
Telemundo of Denver LLC
Telemundo of Florida LLC
Telemundo of Fresno LLC
Telemundo of New England LLC
Telemundo of New Mexico LLC
Telemundo of North Carolina LLC
Telemundo of Northern California LLC
Telemundo of Puerto Rico LLC
Telemundo of San Diego LLC
Telemundo of Texas LLC
Telemundo of Utah LLC
Telemundo Rio Grande Valley, LLC
Telemundo Television Studios, LLC
Telepiù S.r.l.
Terra Properties LLC
Terrace Studios LLC
TGC, LLC
That Technology, LLC
The Bros Movie LLC
The Cloud Networks Limited
The Comcast Network, LLC
The Connor Project LLC
The Praise Productions LLC
The Production Hive, LLC
The Resort TLMD LLC
The Worst Productions LLC
Third Alternative Productions LLC
Third Wish Productions Limited
This Technology (Beijing) Software Co., Ltd
Three Act Pictures Limited
Three Belmont Insurance Company
Tier One Subsidiary LLC
Tony Ayres Productions Pty Ltd
Toothless Productions Limited
Top Alternative Studio LLC
Transatlantic Productions LLC
Transistor Films Limited
Treasure LTR Productions LLC
Tribune-United Cable of Oakland County
Trio Entertainment Network Inc.
Trip Productions LLC
28
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
CA
Puerto Rico
DE
DE
DE
DE
DE
Italy
DE
DE
DE
DE
DE
United Kingdom
DE
DE
DE
DE
Puerto Rico
DE
DE
United Kingdom
China
United Kingdom
NY
DE
Australia
United Kingdom
DE
DE
United Kingdom
DE
MI
Canada
LA
Truck 44 Productions LLC
True Blue Productions LLC
True North Productions Limited
TTP Films Limited
Turn Up The Volume Productions Pty Ltd
Tuxedo Terrace Films LLC
Two Plus Voices Limited
TyJade Ranch LLC
TZGZ Productions LLC
UCF Hotel Venture II
UCF Hotel Venture III
UCF Hotel Venture IV
UCF Hotel Venture V
UCF Hotel Venture VI
UCF Hotel Venture VII
UCS Project I LLC
UCTC of Los Angeles County, Inc.
UIP (UK) Limited
Umbrella NZ Television Limited
UMSI Productions Limited
Underground Producciones S.A.
United Cable Television of Los Angeles, LLC
United Cable Television of Oakland County, Ltd.
United International Pictures of Panama, Inc.
United of Oakland, Inc.
Universal (Beijing) Consulting Company Limited
Universal / U-Drive Joint Venture
Universal 13th Street.com LLC
Universal 1440 Entertainment LLC
Universal Access LLC
Universal Animation Studios LLC
Universal Arenas Holdings, LLC
Universal Beijing Development Services LLC
Universal Beijing Owner Holding LLC
Universal Beijing Servicer Holding LLC
Universal Beijing Services LLC
Universal Beijing WFOE Holding LLC
Universal Briggs LLC
Universal Cable Productions Development LLC
Universal City Development Partners, Ltd.
Universal City Florida Holding Co. I
Universal City Florida Holding Co. II
Universal City Property Management II LLC
Universal City Restaurant Venture, LLC
Universal City Studios LLC
Universal City Studios Productions LLLP
29
DE
DE
United Kingdom
United Kingdom
Australia
DE
United Kingdom
DE
DE
FL
FL
FL
FL
FL
FL
DE
DE
United Kingdom
New Zealand
United Kingdom
Argentina
CA
CO
DE
DE
China
CA
CA
DE
VA
DE
DE
DE
DE
DE
DE
DE
FL
DE
FL
FL
FL
DE
DE
DE
DE
Universal City Travel Partners
Universal Consumer Products France SAS
Universal Consumer Products Germany GmbH
Universal Consumer Products Iberia, S.L.U.
Universal Consumer Products Italy S.r.l.
Universal Content Productions LLC
Universal Creative LLC
Universal Film Exchanges Holdings II LLC
Universal Film Exchanges LLC
Universal First-Run Productions LLC
Universal First-Run Television LLC
Universal HD LLC
Universal Home Entertainment Productions LLC
Universal International Films LLC
Universal International Studios Limited
Universal Kids LLC
Universal Kids Media Productions LLC
Universal Kids’ Network LLC
Universal Network Programming LLC
Universal Networks International Poland Sp. z o.o.
Universal Orlando Foundation, Inc.
Universal Orlando Online Merchandise Store
Universal Pictures (Australasia) Pty. Ltd.
Universal Pictures (Beijing) Consulting Company Limited
Universal Pictures (Hong Kong) Limited
Universal Pictures (México) Services S. de R.L. de C.V.
Universal Pictures (Shanghai) Trading Company Limited
Universal Pictures (Singapore) Holdings Pte. Ltd.
Universal Pictures (UK) Limited
Universal Pictures Canadian Services LLC
Universal Pictures Company of Puerto Rico LLC
Universal Pictures Corporation of China LLC
Universal Pictures Entertainment Productions Limited
Universal Pictures Germany GmbH
Universal Pictures Group (UK) Limited
Universal Pictures Home Entertainment LLC
Universal Pictures International Australasia Pty Ltd
Universal Pictures International Austria GmbH
Universal Pictures International Brazil Ltda.
Universal Pictures International Entertainment Limited
Universal Pictures International France SAS
Universal Pictures International Germany GmbH
Universal Pictures International Italy S.R.L.
Universal Pictures International Korea Company
Universal Pictures International Limited
Universal Pictures International LLC
30
FL
France
Germany
Spain
Italy
DE
DE
DE
DE
DE
DE
DE
DE
DE
United Kingdom
DE
DE
DE
DE
Poland
FL
FL
Australia
China
Hong Kong
Mexico
China
Singapore
United Kingdom
DE
DE
DE
United Kingdom
Germany
United Kingdom
DE
Australia
Austria
Brazil
United Kingdom
France
Germany
Italy
South Korea
United Kingdom
Russia
Universal Pictures International New Zealand Limited
Universal Pictures International Spain, S.L.U.
Universal Pictures International Switzerland GmbH
Universal Pictures International UK & EIRE Limited
Universal Pictures Limited
Universal Pictures México S. de R.L. de C.V.
Universal Pictures Productions GmbH
Universal Pictures Productions Limited
Universal Pictures Rus LLC
Universal Pictures Subscription Television Limited
Universal Pictures Switzerland GmbH
Universal Pictures Vidéo (France) SAS
Universal Pictures Visual Programming Limited
Universal Rank Hotel Partners
Universal Set Services LLC
Universal Shared Billing Services, LLC
Universal Stage Productions Development LLC
Universal Stage Productions LLC
Universal Stage Productions UK Limited
Universal Studio Group (Australia) Pty Ltd
Universal Studio Group Animation LLC
Universal Studio Group IP LLC
Universal Studios Canada Inc.
Universal Studios Carousel Post Production LLC
Universal Studios Channel Holdings LLC
Universal Studios Child Care Center LLC
Universal Studios China Investment LLLP
Universal Studios Company LLC
Universal Studios Corner Store LLC
Universal Studios Development Venture Five LLC
Universal Studios Development Venture Seven LLC
Universal Studios Development Venture Six LLC
Universal Studios Development Venture Two LLC
Universal Studios Digital Cinema Ventures, LLC
Universal Studios Enterprises LLC
Universal Studios Film Production LLC
Universal Studios Fitness Center LLC
Universal Studios Home Entertainment LLC
Universal Studios Home Entertainment Productions LLC
Universal Studios Hotel II LLC
Universal Studios Hotel III LLC
Universal Studios Hotel IV LLC
Universal Studios Hotel LLC
Universal Studios Hotel V LLC
Universal Studios Hotel VI LLC
Universal Studios Hotel VII LLC
31
New Zealand
Spain
Switzerland
United Kingdom
United Kingdom
Mexico
Germany
United Kingdom
Russia
United Kingdom
Switzerland
France
United Kingdom
FL
DE
FL
DE
DE
United Kingdom
Australia
DE
DE
Canada
DE
CA
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Universal Studios Interactive Entertainment LLC
Universal Studios International B.V.
Universal Studios International Television Do Brasil Ltda.
Universal Studios Korea Planning Services LLC
Universal Studios Licensing LLC
Universal Studios Limited
Universal Studios LLC
Universal Studios Music LLLP
Universal Studios Network Programming
Universal Studios NewCanada LLC
Universal Studios Pacific Partners LLC
Universal Studios Pay Television LLC
Universal Studios Pay TV Latin America LLC
Universal Studios Pay-Per-View Development LLC
Universal Studios Recreation China Planning Services LLC
Universal Studios Recreation Japan Planning Services LLC
Universal Studios Satellite Services LLC
Universal Studios Singapore Planning Services LLC
Universal Studios Store Hollywood LLC
Universal Studios Store Orlando LLC
Universal Studios Television Distribution Spain, S.L.U.
Universal Studios TV Channel Poland LLC
Universal Subscription Television Americas LLC
Universal Syndicated Productions LLC
Universal Television Emerald Holdings LLC
Universal Television Emerald Productions LLC
Universal Television Enterprises LLC
Universal Television Group LLC
Universal Television LLC
Universal Television Music Publishing LLC
Universal Television Networks
Universal Television Productions LLC
Universal Theatrical Group LLC
Universal TV Australia Pty. Limited
Universal TV Canada Productions LLC
Universal TV France SNC
Universal TV Music LLC
Universal TV Music Publishing LLC
Universal TV NewCo LLC
Universal TV Pictures Development LLC
Universal TV Pictures LLC
Universal TV Talk Video LLC
Universal VOD Venture Holdings LLC
Universal Worldwide Television LLC
UPD Films LLC
UPI Development LLC
32
DE
Netherlands
Brazil
DE
DE
United Kingdom
DE
DE
CA
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Spain
DE
DE
DE
CA
CA
DE
DE
NY
DE
NY
DE
DE
Australia
DE
France
CA
CA
DE
DE
DE
DE
DE
DE
DE
DE
UPI Films LLC
UPI Pictures LLC
UPI Productions LLC
UPR International LLC
USA Brasil Holdings L.L.C.
USA Cable Entertainment LLC
USA Cable Entertainment Publishing LLC
USA Love Development, LLC
USA Network Media Productions LLC
USA Network Publishing LLC
USA Networks Partner LLC
USANi Holding Company LLC
USG Development LLC
USG UK Production Limited
USG(A) Virtual Production Infrastructure Pty Ltd
USI - USA Holding LLC
USI Asset Transfer LLC
USI Entertainment LLC
USI Interim LP LLC
USI Music Publishing LLC
USIE - USA Holding LLC
USI-New Bren Holdco LLC
USJ LLC
U-Talk Enterprises LLC
V - USA Holding LLC
Valet Productions LLC
Valor Film Productions LLC
VeggieTales Tour, LLC
Verona Films LLC
Versus Holdings, LLC
Video 44
Video 44 Acquisition LLC
Video Technology Services, LLC
VIEW Quebec Inc.
Vision Distribution S.p.A.
Visual Australia Pty Ltd
Visual BC Inc.
Visual Productions FF Limited
Visual Quebec Inc.
vMOTE, LLC
VN Productions LLC
Vox Capital Limited
Voyage Productions Limited
Vudu, LLC
VUE Holding LLC
VUE NewCo LLC
33
DE
DE
DE
DE
DE
DE
DE
CA
DE
DE
DE
DE
DE
United Kingdom
Australia
DE
DE
DE
DE
DE
DE
DE
Japan
DE
DE
DE
DE
DE
DE
DE
IL
IL
DE
Canada
Italy
Australia
Canada
New Zealand
Canada
DE
DE
Ireland
United Kingdom
VA
DE
DE
Watch What You Play Music, LLC
WatchBack LLC
WBTS Television LLC
WCAU Holdings, LLC
Welcome To Hollywood, LLC
WellUp, LLC
Western Sky Limited
WestMarc Development II, LLC
Wicked Asia LLC
Wicked Australia LLC
Wicked Broadway Inc.
Wicked California LP
Wicked LLC
Wicked London LLC
Wicked London Production Limited
Wicked Oz Investment LLC
Wicked Pacific Rim LLC
Wicked Tour Canada Corp.
Wicked Tour Managing Partner LLC
Wicked Tour Productions LP
Wicked UK Tour Production Limited
Wider Voices Limited
WiFi Funding LLC
WKAQ Holdings LLC
WNJU-TV Broadcasting LLC
Woody Can Inc.
Working Title Films Limited
Working Title Group LLC
Working Title Productions Limited
Working Title Television Limited
WT Film Productions Limited
WTTV Limited
WTTV Productions Limited
WWP Productions Pty Ltd
WWP2 Films LLC
XF Wireless Investment II, LLC
Xfinity Managed Services, LLC
Xidio, LLC
Xumo LLC
YR Production Pty Ltd
ZAP Television Beteiligungs GmbH
ZAP Television GmbH & Co. KG
Znak & Co. LLC
Zoms Productions LLC
Zupp, LLC
DE
DE
DE
DE
CA
DE
United Kingdom
CO
DE
DE
NY
DE
DE
DE
United Kingdom
DE
DE
DE
DE
DE
United Kingdom
United Kingdom
NY
DE
NJ
Canada
United Kingdom
DE
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Australia
DE
DE
DE
DE
DE
Australia
Germany
Germany
DE
DE
DE
34
Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the
registrant
Exhibit 22
Securities
Certain debt securities issued by Comcast Corporation under the Senior
Indenture dated September 18, 2013, as supplemented and amended by
the First Supplemental Indenture dated November 17, 2015. The 0.250%
Notes due 2027, the 0.750% Notes due 2032, the 1.250% Notes due
2040, the 1.500% Notes due 2029 and the 1.875% Notes due 2036 are
listed on the Nasdaq Global Market.
Certain debt securities issued by Comcast Corporation under the
Indenture, dated January 7, 2003, as supplemented and amended by the
First Supplemental Indenture dated March 25, 2003, the Second
Supplemental Indenture dated August 31, 2009, the Third Supplemental
Indenture dated March 27, 2013 and the Fourth Supplemental Indenture
dated October 1, 2015. The 5.50% Notes due 2029 are listed on the New
York Stock Exchange.
2.0% Exchangeable Subordinated Debentures due 2029 issued by
Comcast Holdings Corporation. The securities are listed on the New York
Stock Exchange.
Guarantors
Comcast Cable Communications, LLC and
NBCUniversal Media, LLC
Comcast Cable Communications, LLC and
NBCUniversal Media, LLC
Comcast Corporation
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No. 333-266390 on Form S-3 and Registration Statement 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, 333-232416, 333-239814, 333-253621 and 333-262495 on Form S-8 of our report dated
February 3, 2023, relating to the financial statements of Comcast Corporation and the effectiveness of Comcast Corporation's internal control over financial
reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.
Exhibit 23
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 3, 2023
Exhibit 31
I, Brian L. Roberts, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Comcast Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 3, 2023
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
Title: Chief Executive Officer
Exhibit 31
I, Jason S. Armstrong, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Comcast Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 3, 2023
/s/ JASON S. ARMSTRONG
Name: Jason S. Armstrong
Title: Chief Financial Officer
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
Exhibit 32
February 3, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies 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 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 Title 18 of the United States Code.
Brian L. Roberts, the Chief Executive Officer and Jason S. Armstrong, the Chief Financial Officer of Comcast Corporation, each certifies that, to the best
of his knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Comcast
Corporation.
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
Title: Chief Executive Officer
/s/ JASON S. ARMSTRONG
Name: Jason S. Armstrong
Title: Chief Financial Officer