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Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
Or
c
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                       to                      
 
https://cdn.kscope.io/f7e740d2768cb92c2bb0f3f9e0272927-comcastmcolorblk165a05.jpg
 
Commission File Number
Exact Name of Registrant; State of
Incorporation; Address and Telephone
Number of Principal Executive Offices
I.R.S. Employer Identification No.
001-32871
COMCAST CORPORATION
27-0000798
 
PENNSYLVANIA
One Comcast Center
Philadelphia, PA 19103-2838
(215) 286-1700
 
 
 
 
001-36438
NBCUNIVERSAL MEDIA, LLC
14-1682529
 
DELAWARE
30 Rockefeller Plaza
New York, NY 10112-0015
(212) 664-4444
 
 
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 twelve 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.
 
Comcast Corporation
 
Yes
x
 
No
c
 
 
NBCUniversal Media, LLC
 
Yes
x
 
No
c
 
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
Comcast Corporation
 
Yes
x
 
No
c
 
 
NBCUniversal Media, LLC
 
Yes
x
 
No
c
 
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Comcast Corporation
Large accelerated filer
x
Accelerated filer
c
Non-accelerated filer
c
Smaller reporting company
c
Emerging growth company
c
NBCUniversal Media, LLC
Large accelerated filer
c
Accelerated filer
c
Non-accelerated filer
x
Smaller reporting company
c
Emerging growth company
c
If an emerging growth company, indicate by check mark whether 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.
Comcast Corporation
c
NBCUniversal Media, LLC
c
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Comcast Corporation
 
Yes
c
 
No
x
 
 
NBCUniversal Media, LLC
 
Yes
c
 
No
x
 
Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date:
As of March 31, 2019, there were 4,529,070,833 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Class B common stock outstanding.
Not applicable for NBCUniversal Media, LLC.
NBCUniversal Media, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.
 


TABLE OF CONTENTS
  
  
Page
Number
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 5.
Item 6.
 
Explanatory Note
This Quarterly Report on Form 10-Q is a combined report being filed separately by Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”). Comcast owns all of the common equity interests in NBCUniversal, and NBCUniversal meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing its information within this Form 10-Q with the reduced disclosure format. Each of Comcast and NBCUniversal is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as to information relating to the other company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate condensed consolidated financial statements for each company, along with notes to the condensed consolidated financial statements, are included in this report.
Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Comcast and its consolidated subsidiaries, including NBCUniversal and its consolidated subsidiaries, as “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast Holdings;” NBCUniversal, LLC as “NBCUniversal Holdings;” NBCUniversal Enterprise, Inc. as "NBCUniversal Enterprise;" and Sky Limited and its consolidated subsidiaries as “Sky.”
This Quarterly Report on Form 10-Q is for the three months ended March 31, 2019. This Quarterly Report on Form 10-Q modifies and supersedes documents filed before it. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report on Form 10-Q. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report on Form 10-Q.
You should carefully review the information contained in this Quarterly Report on Form 10-Q and particularly consider any risk factors set forth in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report on Form 10-Q, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,”


“believes,” “estimates,” “potential,” or “continue,” or the negative of these words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results could differ materially from our forward-looking statements as a result of any such factors, which could adversely affect our businesses, results of operations or financial condition. We undertake no obligation to update any forward-looking statements.
Our businesses may be affected by, among other things, the following:
•
our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively
•
changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect our businesses and challenge existing business models
•
a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses
•
our businesses depend on keeping pace with technological developments
•
we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses
•
programming expenses for our video services are increasing, which could adversely affect Cable Communications’ and Sky’s video businesses
•
NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase
•
the loss of NBCUniversal’s programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses
•
less favorable regulation, the loss of Sky’s transmission agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms, could adversely affect Sky’s businesses
•
the loss of Sky’s wholesale distribution agreements with traditional multichannel video providers could adversely affect Sky’s businesses
•
we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses
•
our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others
•
we may be unable to obtain necessary hardware, software and operational support
•
weak economic conditions may have a negative impact on our businesses
•
acquisitions, including our acquisition of Sky, and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated
•
unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures
•
labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses
•
the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses
•
we face risks relating to doing business internationally that could adversely affect 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


Table of Contents

PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Comcast Corporation
Condensed Consolidated Statement of Income
(Unaudited)
 
Three Months Ended
March 31
(in millions, except per share data)
2019
 
2018
Revenue
$
26,859

 
$
22,791

Costs and Expenses:
 
 
 
Programming and production
8,569

 
7,429

Other operating and administrative
7,900

 
6,514

Advertising, marketing and promotion
1,888

 
1,604

Depreciation
2,240

 
2,011

Amortization
1,080

 
588

Total costs and expenses
21,677

 
18,146

Operating income
5,182

 
4,645

Interest expense
(1,150
)
 
(777
)
Investment and other income (loss), net
676

 
126

Income before income taxes
4,708

 
3,994

Income tax expense
(1,076
)
 
(818
)
Net income
3,632

 
3,176

Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
79

 
58

Net income attributable to Comcast Corporation
$
3,553

 
$
3,118

Basic earnings per common share attributable to Comcast Corporation shareholders
$
0.78

 
$
0.67

Diluted earnings per common share attributable to Comcast Corporation shareholders
$
0.77

 
$
0.66

See accompanying notes to condensed consolidated financial statements.

1
Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Comprehensive Income
(Unaudited) 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Net income
$
3,632

 
$
3,176

Unrealized gains (losses) on marketable securities, net of deferred taxes of $— and $—
1

 
(1
)
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $9 and $(9)
(59
)
 
29

Amounts reclassified to net income:
 
 
 
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(11) and $6
58

 
(20
)
Employee benefit obligations, net of deferred taxes of $3 and $2
(7
)
 
(8
)
Currency translation adjustments, net of deferred taxes of $(12) and $(47)
807

 
157

Comprehensive income
4,432

 
3,333

Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
79

 
58

Less: Other comprehensive income (loss) attributable to noncontrolling interests
10

 
4

Comprehensive income attributable to Comcast Corporation
$
4,343

 
$
3,271

See accompanying notes to condensed consolidated financial statements.

2
Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Cash Flows
(Unaudited) 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Operating Activities
 
 
 
Net income
$
3,632

 
$
3,176

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
3,320

 
2,599

Share-based compensation
245

 
199

Noncash interest expense (income), net
77

 
75

Net (gain) loss on investment activity and other
(498
)
 
(74
)
Deferred income taxes
271

 
389

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
 
 
 
Current and noncurrent receivables, net
449

 
85

Film and television costs, net
559

 
(45
)
Accounts payable and accrued expenses related to trade creditors
(574
)
 
200

Other operating assets and liabilities
(250
)
 
(1,130
)
Net cash provided by operating activities
7,231

 
5,474

Investing Activities
 
 
 
Capital expenditures
(2,092
)
 
(1,973
)
Cash paid for intangible assets
(547
)
 
(419
)
Acquisitions and construction of real estate properties
(16
)
 
(59
)
Construction of Universal Beijing Resort
(220
)
 
(42
)
Acquisitions, net of cash acquired
(48
)
 
(89
)
Proceeds from sales of investments
37

 
81

Purchases of investments
(439
)
 
(220
)
Other
99

 
429

Net cash provided by (used in) investing activities
(3,226
)
 
(2,292
)
Financing Activities
 
 
 
Proceeds from (repayments of) short-term borrowings, net
(1,288
)
 
(902
)
Proceeds from borrowings
222

 
4,043

Repurchases and repayments of debt
(2,084
)
 
(1,265
)
Repurchases of common stock under repurchase program and employee plans
(247
)
 
(1,729
)
Dividends paid
(869
)
 
(738
)
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
(85
)
 
(79
)
Other
26

 
94

Net cash provided by (used in) financing activities
(4,325
)
 
(576
)
Impact of foreign currency on cash, cash equivalents and restricted cash
8

 
—

Increase (decrease) in cash, cash equivalents and restricted cash
(312
)
 
2,606

Cash, cash equivalents and restricted cash, beginning of period
3,909

 
3,571

Cash, cash equivalents and restricted cash, end of period
$
3,597

 
$
6,177

See accompanying notes to condensed consolidated financial statements.

3
Table of Contents

Comcast Corporation

Condensed Consolidated Balance Sheet
(Unaudited)
(in millions, except share data)
March 31,
2019
 
December 31,
2018
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
3,498

 
$
3,814

Receivables, net
10,736

 
11,104

Programming rights
2,942

 
3,746

Other current assets
3,097

 
3,184

Total current assets
20,273

 
21,848

Film and television costs
8,051

 
7,837

Investments
9,159

 
7,883

Property and equipment, net of accumulated depreciation of $51,932 and $51,306
45,721

 
44,437

Franchise rights
59,365

 
59,365

Goodwill
68,073

 
66,154

Other intangible assets, net of accumulated amortization of $15,042 and $14,194
36,902

 
38,358

Other noncurrent assets, net
8,645

 
5,802

Total assets
$
256,189

 
$
251,684

Liabilities and Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable and accrued expenses related to trade creditors
$
10,232

 
$
8,494

Accrued participations and residuals
1,739

 
1,808

Deferred revenue
2,485

 
2,182

Accrued expenses and other current liabilities
8,832

 
10,721

Current portion of long-term debt
4,629

 
4,398

Total current liabilities
27,917

 
27,603

Long-term debt, less current portion
104,464

 
107,345

Deferred income taxes
27,819

 
27,589

Other noncurrent liabilities
18,811

 
15,329

Commitments and contingencies (Note 11)


 


Redeemable noncontrolling interests and redeemable subsidiary preferred stock
1,316

 
1,316

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, 5,401,861,861 and 5,389,309,175; outstanding, 4,529,070,833 and 4,516,518,147
54

 
54

Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
—

 
—

Additional paid-in capital
37,621

 
37,461

Retained earnings
44,379

 
41,983

Treasury stock, 872,791,028 Class A common shares
(7,517
)
 
(7,517
)
Accumulated other comprehensive income (loss)
422

 
(368
)
Total Comcast Corporation shareholders’ equity
74,959

 
71,613

Noncontrolling interests
903

 
889

Total equity
75,862

 
72,502

Total liabilities and equity
$
256,189

 
$
251,684

See accompanying notes to condensed consolidated financial statements.

4
Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Changes in Equity
(Unaudited) 
 
Redeemable
Noncontrolling
Interests and
Redeemable
Subsidiary
Preferred Stock
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock at
Cost
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests
Total
Equity
(in millions, except per share data)
A
B
Balance, December 31, 2017
$
1,357

$
55

$
—

$
37,497

$
38,202

$
(7,517
)
$
379

$
843

$
69,459

Cumulative effects of adoption of accounting standards
 
 
 
 
(43
)
 
76

 
33

Stock compensation plans
 
 
 
127

 
 
 
 
127

Repurchases of common stock under repurchase program and employee plans
 
 
 
(294
)
(1,432
)
 
 
 
(1,726
)
Employee stock purchase plans
 
 
 
48

 
 
 
 
48

Dividends declared ($0.19 per common share)
 
 
 
 
(884
)
 
 
 
(884
)
Other comprehensive income (loss)
 
 
 
 
 
 
153

4

157

Contributions from (distributions to) noncontrolling interests, net
(17
)
 
 
 
 
 
 
350

350

Other
(10
)
 
 
(3
)
 
 
 
(3
)
(6
)
Net income (loss)
24

 
 
 
3,118

 
 
34

3,152

Balance, March 31, 2018
$
1,354

$
55

$
—

$
37,375

$
38,961

$
(7,517
)
$
608

$
1,228

$
70,710

Balance, December 31, 2018
$
1,316

$
54

$
—

$
37,461

$
41,983

$
(7,517
)
$
(368
)
$
889

$
72,502

Stock compensation plans
 
 
 
174

 
 
 
 
174

Repurchases of common stock under repurchase program and employee plans
 
 
 
(62
)
(193
)
 
 
 
(255
)
Employee stock purchase plans
 
 
 
48

 
 
 
 
48

Dividends declared ($0.21 per common share)
 
 
 
 
(964
)
 
 
 
(964
)
Other comprehensive income (loss)
 
 
 
 
 
 
790

10

800

Contributions from (distributions to) noncontrolling interests, net
(20
)
 
 
 
 
 
 
(46
)
(46
)
Other
(8
)
 
 
 
 
 
 
(1
)
(1
)
Net income (loss)
28

 
 
 
3,553

 
 
51

3,604

Balance, March 31, 2019
$
1,316

$
54

$
—

$
37,621

$
44,379

$
(7,517
)
$
422

$
903

$
75,862

See accompanying notes to condensed consolidated financial statements.

5
Table of Contents

Comcast Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
Business and Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based on SEC rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, cash flows and financial condition for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2018 Annual Report on Form 10-K and the notes within this Form 10-Q.
In the fourth quarter of 2018, we acquired a 100% interest in Sky through a series of transactions, for total cash consideration of £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). See Note 6 for additional information on the transaction.
Reclassifications
Reclassifications have been made to our condensed consolidated financial statements for the prior year period to conform to classifications used in 2019. See Note 7 for a discussion of the effects of the adoption of new accounting pronouncements on our condensed consolidated financial statements.
Note 2: Segment Information
We present our operations in six reportable business segments: (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportable business segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business segment.
Our Cable Communications segment consists of the operations of Comcast Cable, which is one of the nation’s largest providers of high-speed internet, video, voice, wireless, and security and automation services (“cable services”) to residential customers under the Xfinity brand; we also provide these and other services to business customers and sell advertising.
Our Cable Networks segment consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content, our regional sports and news networks, our international cable networks, our cable television studio production operations, and various digital properties.
Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and various digital properties.
Our Filmed Entertainment segment consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide; our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, along with a consortium of Chinese state-owned companies, we are developing a Universal theme park and resort in Beijing, China.
Our Sky segment consists of the operations of Sky, one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky 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.
We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to Comcast Corporation excluded from Adjusted EBITDA are not separately evaluated. Beginning in the first quarter of 2019, Comcast Cable’s wireless phone service and certain other Cable-related business development initiatives are now presented in the Cable Communications segment. Results were previously presented in Corporate and Other. Prior periods have been adjusted to reflect this presentation. To be consistent with our current management reporting presentation, certain 2018 operating results were

6
Table of Contents

Comcast Corporation

reclassified related to certain NBCUniversal businesses now presented in the Sky segment. Our financial data by business segment is presented in the tables below.
 
Three Months Ended March 31, 2019
(in millions)
Revenue
Adjusted EBITDA(d)
Depreciation and Amortization
Capital
Expenditures
Cash Paid for Intangible Assets
Cable Communications
$
14,280

$
5,728

$
2,035

$
1,363

$
323

NBCUniversal
 
 
 
 

Cable Networks
2,868

1,262

182

6

2

Broadcast Television
2,467

387

39

13

3

Filmed Entertainment
1,768

364

19

4

5

Theme Parks
1,276

498

162

394

19

Headquarters and Other(a)
17

(174
)
113

36

42

Eliminations(b)
(83
)
—

—

—

—

NBCUniversal
8,313

2,337

515

453

71

Sky
4,797

663

741

259

151

Corporate and Other(c)
108

(187
)
29

17

2

Eliminations(b)
(639
)
12

—

—

—

Comcast Consolidated
$
26,859

$
8,553

$
3,320

$
2,092

$
547

 
Three Months Ended March 31, 2018
(in millions)
Revenue
Adjusted EBITDA(d)
Depreciation and Amortization
Capital
Expenditures
Cash Paid for Intangible Assets
Cable Communications
$
13,703

$
5,217

$
2,061

$
1,691

$
287

NBCUniversal
 
 
 
 

Cable Networks(e)
3,157

1,254

189

3

4

Broadcast Television(e)
3,497

507

34

30

72

Filmed Entertainment
1,647

203

28

7

6

Theme Parks
1,281

495

155

182

16

Headquarters and Other(a)
14

(188
)
104

47

32

Eliminations(b)(e)
(99
)
—

—

—

—

NBCUniversal
9,497

2,271

510

269

130

Corporate and Other(c)
243

(185
)
28

13

2

Eliminations(b)(e)
(652
)
(59
)
—

—

—

Comcast Consolidated
$
22,791

$
7,244

$
2,599

$
1,973

$
419

(a)
NBCUniversal Headquarters and Other activities include costs associated with overhead, allocations, personnel costs and headquarter initiatives.
(b)
Included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:
•
our Cable Networks segment generates revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount
•
our Broadcast Television segment generates revenue from the fees received under retransmission consent agreements with our Cable Communications segment
•
our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment
•
our Cable Networks and Broadcast Television segments generate revenue by selling advertising to our Cable Communications segment
•
our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third party revenue
•
our Filmed Entertainment, Cable Networks and Broadcast Television segments generate revenue by licensing content to our Sky segment
(c)
Corporate and Other activities include costs associated with overhead and personnel, revenue and expenses associated with operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania, as well as other business development initiatives.
(d)
We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related

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to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Adjusted EBITDA
$
8,553

 
$
7,244

Adjustment for Sky transaction-related costs
(51
)
 
—

Depreciation
(2,240
)
 
(2,011
)
Amortization
(1,080
)
 
(588
)
Interest expense
(1,150
)
 
(777
)
Investment and other income (loss), net
676

 
126

Income before income taxes
$
4,708

 
$
3,994

(e)
The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in our Cable Networks and Broadcast Television segments. The revenue and operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in our Broadcast Television segment. Included in Eliminations are transactions relating to these events that our Broadcast Television and Cable Networks segments enter into with our other segments.

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Note 3: Revenue
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Residential:
 
 
 
High-speed internet
$
4,577

 
$
4,157

Video
5,628

 
5,659

Voice
990

 
1,006

Wireless
225

 
185

Business services
1,891

 
1,726

Advertising
556

 
582

Other
413

 
388

Total Cable Communications(a)(b)
14,280

 
13,703

 
 
 
 
Distribution
1,735

 
1,861

Advertising
852

 
977

Content licensing and other
281

 
319

Total Cable Networks
2,868

 
3,157

 
 
 
 
Advertising
1,317

 
2,365

Content licensing
560

 
522

Distribution and other
590

 
610

Total Broadcast Television
2,467

 
3,497

 
 
 
 
Theatrical
445

 
423

Content licensing
817

 
733

Home entertainment
267

 
248

Other
239

 
243

Total Filmed Entertainment
1,768

 
1,647

 
 
 
 
Total Theme Parks
1,276

 
1,281

Headquarters and Other
17

 
14

Eliminations(c)
(83
)
 
(99
)
Total NBCUniversal
8,313

 
9,497

 
 
 
 
Direct-to-consumer
3,834

 
—

Content
370

 
—

Advertising
593

 
—

Total Sky
4,797

 
—

 
 
 
 
Corporate and Other(b)
108

 
243

Eliminations(c)
(639
)
 
(652
)
Total revenue
$
26,859

 
$
22,791

(a)
For the three months ended March 31, 2019 and 2018, 2.6% and 2.7%, respectively, of Cable Communications segment revenue was derived from franchise and other regulatory fees.
(b)
Comcast Cable’s wireless phone service is now presented in the Cable Communications segment. Results were previously presented in Corporate and Other. We recognize revenue from our wireless phone service as the services are provided, similar to how we recognize revenue for other residential cable services. We recognize revenue from the sale of handsets at the point of sale.
(c)
Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.

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We operate primarily in the United States but also in select international markets. The table below summarizes revenue by geographic location.
 
Three Months Ended
March 31
(in millions)
2019
 
2018
United States
$
20,457

 
$
20,885

Europe
5,370

 
821

Other
1,032

 
1,085

Total revenue
$
26,859

 
$
22,791

No single customer accounted for a significant amount of revenue in any period presented.
Condensed Consolidated Balance Sheet
The following tables summarize our accounts receivable and other balances that are not separately presented in our condensed consolidated balance sheet that relate to the recognition of revenue and collection of the related cash, as well as deferred costs associated with our contracts with customers.
(in millions)
March 31,
2019
 
December 31,
2018
Receivables, gross
$
11,161

 
$
11,456

Less: Allowance for doubtful accounts
425

 
352

Receivables, net
$
10,736

 
$
11,104

(in millions)
March 31,
2019
 
December 31,
2018
Noncurrent receivables, net (included in other noncurrent assets, net)
$
1,379

 
$
1,399

Contract acquisition and fulfillment costs (included in other noncurrent assets, net)
$
1,001

 
$
991

Noncurrent deferred revenue (included in other noncurrent liabilities)
$
786

 
$
650

Note 4: Earnings Per Share
Computation of Diluted EPS
 
Three Months Ended March 31
 
2019
 
2018
(in millions, except per share data)
Net Income
Attributable to
Comcast
Corporation
 
Shares
 
Per Share
Amount
 
Net Income
Attributable to
Comcast
Corporation
 
Shares
 
Per Share
Amount
Basic EPS attributable to Comcast Corporation shareholders
$
3,553

 
4,534

 
$
0.78

 
$
3,118

 
4,633

 
$
0.67

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Assumed exercise or issuance of shares relating to stock plans
 
 
60

 
 
 
 
 
72

 
 
Diluted EPS attributable to Comcast Corporation shareholders
$
3,553

 
4,594

 
$
0.77

 
$
3,118

 
4,705

 
$
0.66

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. The amount of potential common shares related to our share-based compensation plans that were excluded from diluted EPS because their effect would have been antidilutive was not material for the three months ended March 31, 2019 or 2018.

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Note 5: Long-Term Debt
As of March 31, 2019, our debt had a carrying value of $109.1 billion and an estimated fair value of $115.8 billion. The estimated fair value of our publicly traded debt was primarily based on Level 1 inputs that use quoted market values 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.
Debt Borrowings and Repayments
For the three months ended March 31, 2019, we had borrowings of $222 million related to the Universal Beijing Resort term loans.
For the three months ended March 31, 2019, we made debt repayments of $2.1 billion primarily related to our dollar-denominated term loan due 2022.
Revolving Credit Facilities
For the three months ended March 31, 2019, we made net repayments of $615 million under Sky’s £1 billion revolving credit facility due 2021, which was terminated in February 2019. As of March 31, 2019, there were no amounts outstanding under our revolving credit facilities. Amounts available under our revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit and bank guarantees, totaled $9.2 billion.
Commercial Paper Programs
For the three months ended March 31, 2019, we made net repayments of $673 million under our commercial paper programs. As of March 31, 2019, we had no commercial paper outstanding.
Guarantee Structure
Comcast, Comcast Cable and NBCUniversal have fully and unconditionally guaranteed each other’s debt securities, including the Comcast revolving credit facility. As of March 31, 2019, the principal amount of debt securities within the cross-guarantee structure totaled $92.3 billion.
Comcast and Comcast Cable fully and unconditionally guarantee NBCUniversal Enterprise’s $3.0 billion aggregate principal amount of senior notes, its revolving credit facility and its commercial paper program. NBCUniversal does not guarantee the NBCUniversal Enterprise senior notes, revolving credit facility or commercial paper program.
Comcast Parent provides an unconditional guarantee of the Universal Studios Japan yen-denominated ¥385 billion (approximately $3.5 billion using exchange rates as of March 31, 2019) term loans with a final maturity of March 2022. None of Comcast, Comcast Cable nor NBCUniversal guarantee the ¥5.5 billion RMB ($815 million using exchange rates as of March 31, 2019) principal amount of Universal Beijing Resort term loans outstanding.
In March 2019, Sky announced a series of consent solicitations for holders of all of its outstanding debt (approximately $10.0 billion using exchange rates as of March 31, 2019). If all of the consent solicitations are successful, Comcast Parent will provide a full and unconditional guarantee of the Sky notes in exchange for noteholders consenting to (i) the transfer of the listing of three series of notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange and (ii) amending certain terms of the Sky notes.
Note 6: Significant Transactions
Sky Transaction
On October 9, 2018, in connection with our offer to acquire the share capital of Sky, we acquired a controlling interest in Sky through a series of purchases of Sky shares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Sky’s equity interests. Total cash consideration was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). We financed the acquisition through a combination of new fixed and floating rate notes, issuance of term loans and cash on hand. Sky is one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks.

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Allocation of Purchase Price
We have applied acquisition accounting to Sky. Sky’s results of operations are included in our consolidated results of operations since the acquisition date and are reported in our Sky segment. The net assets of Sky were recorded at their estimated fair value using primarily Level 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates.
During the first quarter 2019, we revised our estimates of fair value, primarily related to intangible assets, property and equipment, and investments (included below in other noncurrent assets and (liabilities), net), and recorded corresponding updates to deferred taxes. We also recorded an additional valuation allowance of approximately $1.2 billion associated with our assessment of the realization of Sky’s deferred tax assets, primarily related to net operating losses. These changes resulted in an increase in goodwill of approximately $1.4 billion and an adjustment in the current period related to the fourth quarter of 2018 that resulted in an increase to depreciation and amortization expense of $53 million.
The table below presents the allocation of the all-cash purchase price of £30.2 billion, or $39.4 billion, to the assets and liabilities of Sky as a result of the transaction.
Allocation of Purchase Price
 
(in millions)
 
Consideration transferred
$
39,387

 
 
Allocation of purchase price
 
Cash
$
1,283

Accounts receivable and other current assets
2,359

Film and television costs
2,512

Property and equipment
4,127

Intangible assets
19,539

Accounts payable, accrued liabilities and other current liabilities
(5,885
)
Long-term debt
(11,468
)
Deferred tax assets (liabilities), net
(2,974
)
Other noncurrent assets and (liabilities), net
(1,398
)
Fair value of identifiable net assets acquired
8,095

Goodwill
$
31,292

Property and Equipment
Property and equipment includes customer premise equipment with a carrying value of $1.4 billion, which have original estimated useful lives of 5 to 7 years. The remaining property and equipment consists of real estate and improvements, network assets and other equipment.
Intangible Assets
Finite-lived intangible assets primarily consist of customer relationships with a carrying amount of $9.5 billion and developed technology and software with a carrying amount of $4.3 billion, with original estimated useful lives between 6 and 19 years and 4 to 9 years, respectively. Indefinite-lived assets consist of trade names with a carrying amount of $5.8 billion.
Goodwill
Goodwill consists primarily of intangible assets that do not qualify for separate recognition, including increased footprint, assembled workforce, noncontractual relationships and agreements. The acquired goodwill is not expected to be deductible for tax purposes.
Unaudited Pro Forma Information
The following unaudited pro forma information has been presented as if the Sky transaction occurred on January 1, 2017. This information is based on historical results of operations, adjusted for allocation of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had we operated the business since January 1, 2017. For pro forma purposes, 2018 earnings were adjusted to exclude transaction-related costs. No pro forma adjustments have been made for cost savings or synergies that have been or may be achieved by the combined businesses.

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(in millions, except per share data)
Three Months Ended
March 31, 2018
Revenue
$
27,762

Net income attributable to Comcast Corporation
$
2,983

Basic earnings per common share attributable to Comcast Corporation shareholders
$
0.64

Diluted earnings per common share attributable to Comcast Corporation shareholders
$
0.63

Universal Beijing Resort
We entered into an agreement with a consortium of Chinese state-owned companies to build and operate a Universal theme park and resort in Beijing, China (“Universal Beijing Resort”). We own a 30% interest in Universal Beijing Resort and the construction is being funded through a combination of debt financing and equity contributions from the investors in accordance with their equity interests. The debt financing, which is being provided by a syndicate of Chinese financial institutions, contains certain financial and operating covenants and a maximum borrowing limit of ¥26.6 billion RMB (approximately $4 billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. As of March 31, 2019, Universal Beijing Resort had $815 million principal amount of term loans outstanding under the debt financing agreements.
We have concluded that Universal Beijing Resort is a variable interest entity based on its governance structure, and we consolidate it because we have the power 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 condensed 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 our investing partner are included in other financing activities.
In March 2018, Universal Beijing Resort received initial equity investments through a combination of cash and noncash contributions from the investors. As of March 31, 2019, our condensed consolidated balance sheet included assets, primarily property and equipment, and liabilities, including the term loans, of Universal Beijing Resort totaling $1.8 billion and $1.3 billion, respectively.
Note 7: Recent Accounting Pronouncements
Leases
In February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees to recognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019 on a prospective basis and as a result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within the new standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.
Upon adoption, we recorded $4.2 billion and $4.8 billion for operating lease assets and liabilities, respectively, which includes the impact of fair value adjustments, prepaid and deferred rent and lease incentives. The adoption of the updated accounting guidance did not significantly impact our recognition of finance leases, which were previously described as capital leases. As of the date of adoption, our liabilities for finance leases were $787 million, including $229 million of additional contracts determined to be leases in connection with the Sky transaction, which were recorded in long-term debt, and the related assets were recorded in property and equipment, net. Our finance leases were not considered material for further disclosure. The adoption of the new accounting guidance did not have a material impact on our consolidated results of operations or cash flows. See Note 11 for further information.
Film and Television Costs
In March 2019, the FASB updated the accounting guidance related to film and television costs. The updated guidance aligns the accounting for production costs of episodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updated guidance also updates certain presentation and disclosure requirements for capitalized film and television costs, and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominately monetized with other owned or licensed content. The updated guidance is effective for us as of January 1, 2020 and early adoption is permitted. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements, however we do not expect there to be a material impact on our consolidated results of operations or cash flows.

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Note 8: Film and Television Costs
(in millions)
March 31,
2019
 
December 31,
2018
Film Costs:
 
 
 
Released, less amortization
$
1,544

 
$
1,600

Completed, not released
40

 
144

In production and in development
1,267

 
1,063

 
2,851

 
2,807

Television Costs:
 
 
 
Released, less amortization
2,390

 
2,289

In production and in development
820

 
953

 
3,210

 
3,242

Programming rights, less amortization
4,932

 
5,534

 
10,993

 
11,583

Less: Current portion of programming rights
2,942

 
3,746

Film and television costs
$
8,051

 
$
7,837

Note 9: Investments
Investment and Other Income (Loss), Net
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Equity in net income (losses) of investees, net
$
262

 
$
(49
)
Realized and unrealized gains (losses) on equity securities, net
214

 
28

Other income (loss), net
200

 
147

Investment and other income (loss), net
$
676

 
$
126

(in millions)
March 31,
2019
 
December 31,
2018
Equity method
$
4,960

 
$
4,035

Marketable equity securities
538

 
341

Nonmarketable equity securities
1,942

 
1,805

Other investments
1,805

 
1,796

Total investments
9,245

 
7,977

Less: Current investments
86

 
94

Noncurrent investments
$
9,159

 
$
7,883

Equity Method
Atairos
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 proportionate share of these gains and losses in equity in net income (losses) of investees, net. For the three months ended March 31, 2019 and 2018, we recognized our proportionate share of Atairos’ income of $374 million and $35 million, respectively. For the three months ended March 31, 2019 and 2018, we made cash capital contributions to Atairos totaling $37 million and $31 million, respectively. As of March 31, 2019 and December 31, 2018, our investment in Atairos was $3.1 billion and $2.7 billion, respectively.
Hulu
For the three months ended March 31, 2019 and 2018, we recognized our proportionate share of Hulu’s losses of $141 million and $131 million, respectively, in equity in net income (losses) of investees, net. For the three months ended March 31, 2019 and 2018, we made cash capital contributions to Hulu totaling $233 million and $114 million, respectively. As of March 31, 2019 and December 31, 2018, our investment in Hulu was $341 million and $248 million, respectively.

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In August 2016, Time Warner Inc. acquired a 10% interest in Hulu, which diluted our interest in Hulu from 33% to 30%. Given the contingent nature of put and call options related to its shares, we recorded a deferred gain as a result of the dilution. In the first quarter of 2019, the put and call options expired unexercised and we recognized the previously deferred gain of $159 million in other income (loss), net.
The Weather Channel
In March 2018, we sold our investment in The Weather Channel cable network and recognized a pretax gain of $64 million in other income (loss), net.
Marketable Equity Securities
Snap
For the three months ended March 31, 2019 and 2018, we recognized unrealized gains of $162 million and $37 million, respectively, in realized and unrealized gains (losses) on equity securities, net related to our investment in Snap. As of March 31, 2019 and December 31, 2018, our investment in Snap was $324 million and $162 million, respectively.
Other Investments
AirTouch
We hold two series of preferred stock of Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. (“AirTouch”), a subsidiary of Verizon Communications Inc., which are redeemable in April 2020. As of both March 31, 2019 and December 31, 2018, our investment in AirTouch was $1.6 billion. We account for our investment in AirTouch as a held to maturity investment using the cost method. As of March 31, 2019, the estimated fair value of the AirTouch preferred stock and the estimated fair value of the associated liability related to the redeemable subsidiary preferred shares issued by one of our consolidated subsidiaries were each $1.7 billion. The estimated fair values are based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Note 10: Supplemental Financial Information
Share-Based Compensation
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. Additionally, through our employee stock purchase plans, employees are able to purchase shares of our common stock at a discount through payroll deductions.
In March 2019, we granted 12.4 million RSUs and 41.9 million stock options related to our annual management awards. The weighted-average fair values associated with these grants were $39.88 per RSU and $7.91 per stock option.
Recognized Share-Based Compensation Expense
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Restricted share units
$
127

 
$
83

Stock options
47

 
44

Employee stock purchase plans
9

 
12

Total
$
183

 
$
139

As of March 31, 2019, we had unrecognized pretax compensation expense of $1.5 billion and $670 million related to nonvested RSUs and nonvested stock options, respectively.
Cash Payments for Interest and Income Taxes 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Interest
$
970

 
$
854

Income taxes
$
189

 
$
162


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Noncash Activities
During the three months ended March 31, 2019:
•
we acquired $1.6 billion of property and equipment and intangible assets that were accrued but unpaid
•
we recorded a liability of $953 million for a quarterly cash dividend of $0.21 per common share to be paid in April 2019
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts reported in our condensed consolidated statement of cash flows.
(in millions)
March 31,
2019
 
December 31,
2018
Cash and cash equivalents
$
3,498

 
$
3,814

Restricted cash included in other current assets
49

 
46

Restricted cash included in other noncurrent assets, net
50

 
49

Cash, cash equivalents and restricted cash, end of period
$
3,597

 
$
3,909

Accumulated Other Comprehensive Income (Loss)
(in millions)
March 31,
2019
 
March 31,
2018
Unrealized gains (losses) on marketable securities
$
4

 
$
1

Deferred gains (losses) on cash flow hedges
54

 
20

Unrecognized gains (losses) on employee benefit obligations
318

 
310

Cumulative translation adjustments
46

 
277

Accumulated other comprehensive income (loss), net of deferred taxes
$
422

 
$
608

Note 11: Commitments and Contingencies
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. Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in our condensed consolidated statement of income for the three months ended March 31, 2019 were $274 million. These amounts do not include lease costs associated with production activities or other amounts capitalized in our condensed consolidated balance sheet, which are not material.
The table below summarizes the operating lease assets and liabilities recorded in our condensed consolidated balance sheet.
Condensed Consolidated Balance Sheet
(in millions)
March 31,
2019
Other noncurrent assets, net
$
4,100

Accrued expenses and other current liabilities
$
693

Other noncurrent liabilities
$
4,014


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The table below summarizes our future minimum rental commitments for operating leases as of March 31, 2019 applying the new accounting guidance.
(in millions)
March 31,
2019
Remaining nine months of 2019
$
669

2020
832

2021
724

2022
592

2023
501

Thereafter
2,536

Total future minimum lease payments
5,854

Less: imputed interest
1,147

Total liability
$
4,707

The weighted average remaining lease term for operating leases and the weighted average discount rate used to calculate our operating lease liabilities as of March 31, 2019 were 10 years and 3.84%, respectively.
For the three months ended March 31, 2019, cash payments for operating leases recorded in the condensed consolidated balance sheet were $213 million. Leases that have not yet commenced and lease assets and liabilities associated with leases entered into during the period were not material.
The tables below summarize our future minimum rental commitments for operating leases as of December 31, 2018 and rent expense for operating leases for the three months ended March 31, 2018 using the accounting guidance in effect at that time. These amounts have been updated to include $804 million of future cash payments related to additional contracts determined to be operating leases in connection with the Sky transaction.
(in millions)
December 31,
2018
2019
$
891

2020
$
824

2021
$
722

2022
$
592

2023
$
513

Thereafter
$
2,608

 
 
(in millions)
Three Months Ended
March 31, 2018
Rental expense
$
186

Redeemable Subsidiary Preferred Stock
As of March 31, 2019, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $739 million. The estimated fair value is based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Contingencies
We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases, other industry participants are also defendants, and also in certain of these cases, we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions. In addition, we are subject to other 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.
Note 12: Condensed Consolidating Financial Information
Comcast (“Comcast Parent”), Comcast Cable Communications, LLC (“CCCL Parent”) and NBCUniversal (“NBCUniversal Media Parent”) have fully and unconditionally guaranteed each other’s debt. See Note 5 for additional information on the cross-guarantee structure.

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Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2019 
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Revenue:
 
 
 
 
 
 
 
Service revenue
$
—

$
—

$
—

$
—

$
26,859

$
—

$
26,859

Management fee revenue
305

—

299

—

—

(604
)
—

Total revenue
305

—

299

—

26,859

(604
)
26,859

Costs and Expenses:
 
 
 
 
 
 
 
Programming and production
—

—

—

—

8,569

—

8,569

Other operating and administrative
188

—

299

271

7,746

(604
)
7,900

Advertising, marketing and promotion
—

—

—

—

1,888

—

1,888

Depreciation
14

—

—

—

2,226

—

2,240

Amortization
1

—

—

—

1,079

—

1,080

Total cost and expenses
203

—

299

271

21,508

(604
)
21,677

Operating income (loss)
102

—

—

(271
)
5,351

—

5,182

Interest expense
(896
)
(3
)
(49
)
(120
)
(82
)
—

(1,150
)
Investment and other income (loss), net
4,215

4,143

3,314

2,181

2,238

(15,415
)
676

Income (loss) before income taxes
3,421

4,140

3,265

1,790

7,507

(15,415
)
4,708

Income tax (expense) benefit
132

(6
)
10

(6
)
(1,206
)
—

(1,076
)
Net income (loss)
3,553

4,134

3,275

1,784

6,301

(15,415
)
3,632

Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
—

—

—

—

79

—

79

Net income (loss) attributable to Comcast Corporation
$
3,553

$
4,134

$
3,275

$
1,784

$
6,222

$
(15,415
)
$
3,553

Comprehensive income (loss) attributable to Comcast Corporation
$
4,343

$
4,122

$
3,275

$
1,752

$
7,160

$
(16,309
)
$
4,343


18
Table of Contents

Comcast Corporation

Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2018
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Revenue:
 
 
 
 
 
 
 
Service revenue
$
—

$
—

$
—

$
—

$
22,791

$
—

$
22,791

Management fee revenue
292

—

286

—

—

(578
)
—

Total revenue
292

—

286

—

22,791

(578
)
22,791

Costs and Expenses:
 
 
 
 
 
 
 
Programming and production
—

—

—

—

7,429

—

7,429

Other operating and administrative
228

—

286

318

6,260

(578
)
6,514

Advertising, marketing and promotion
—

—

—

—

1,604

—

1,604

Depreciation
11

—

—

—

2,000

—

2,011

Amortization
1

—

—

—

587

—

588

Total costs and expenses
240

—

286

318

17,880

(578
)
18,146

Operating income (loss)
52

—

—

(318
)
4,911

—

4,645

Interest expense
(561
)
(3
)
(47
)
(106
)
(60
)
—

(777
)
Investment and other income (loss), net
3,520

3,319

2,826

1,942

1,588

(13,069
)
126

Income (loss) before income taxes
3,011

3,316

2,779

1,518

6,439

(13,069
)
3,994

Income tax (expense) benefit
107

—

9

(5
)
(929
)
—

(818
)
Net income (loss)
3,118

3,316

2,788

1,513

5,510

(13,069
)
3,176

Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock
—

—

—

—

58

—

58

Net income (loss) attributable to Comcast Corporation
$
3,118

$
3,316

$
2,788

$
1,513

$
5,452

$
(13,069
)
$
3,118

Comprehensive income (loss) attributable to Comcast Corporation
$
3,271

$
3,369

$
2,789

$
1,696

$
5,791

$
(13,645
)
$
3,271


19
Table of Contents

Comcast Corporation

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2019 
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Net cash provided by (used in) operating activities
$
(759
)
$
135

$
(119
)
$
(279
)
$
8,253

$
—

$
7,231

Investing Activities:
 
 
 
 
 
 
 
Net transactions with affiliates
3,908

(135
)
119

140

(4,032
)
—

—

Capital expenditures
(2
)
—

—

—

(2,090
)
—

(2,092
)
Cash paid for intangible assets
(1
)
—

—

—

(546
)
—

(547
)
Acquisitions and construction of real estate properties
(13
)
—

—

—

(3
)
—

(16
)
Construction of Universal Beijing Resort
—

—

—

—

(220
)
—

(220
)
Acquisitions, net of cash acquired
—

—

—

—

(48
)
—

(48
)
Proceeds from sales of investments
—

—

—

—

37

—

37

Purchases of investments
(13
)
—

—

(58
)
(368
)
—

(439
)
Other
—

—

—

—

99

—

99

Net cash provided by (used in) investing activities
3,879

(135
)
119

82

(7,171
)
—

(3,226
)
Financing Activities:
 
 
 
 
 
 
 
Proceeds from (repayments of) short-term borrowings, net
—

—

—

—

(1,288
)
—

(1,288
)
Proceeds from borrowings
—

—

—

—

222

—

222

Repurchases and repayments of debt
(2,000
)
—

—

(5
)
(79
)
—

(2,084
)
Repurchases of common stock under repurchase program and employee plans
(247
)
—

—

—

—

—

(247
)
Dividends paid
(869
)
—

—

—

—

—

(869
)
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
—

—

—

—

(85
)
—

(85
)
Other
(3
)
—

—

—

29

—

26

Net cash provided by (used in) financing activities
(3,119
)
—

—

(5
)
(1,201
)
—

(4,325
)
Impact of foreign currency on cash, cash equivalents and restricted cash
(1
)
—

—

—

9

—

8

Increase (decrease) in cash, cash equivalents and restricted cash
—

—

—

(202
)
(110
)
—

(312
)
Cash, cash equivalents and restricted cash, beginning of period
—

—

—

416

3,493

—

3,909

Cash, cash equivalents and restricted cash, end of period
$
—

$
—

$
—

$
214

$
3,383

$
—

$
3,597


20
Table of Contents

Comcast Corporation

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2018
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Net cash provided by (used in) operating activities
$
(270
)
$
453

$
(149
)
$
(382
)
$
5,822

$
—

$
5,474

Investing Activities:
 
 
 
 
 
 
 
Net transactions with affiliates
640

(897
)
149

347

(239
)
—

—

Capital expenditures
—

—

—

—

(1,973
)
—

(1,973
)
Cash paid for intangible assets
(2
)
—

—

—

(417
)
—

(419
)
Acquisitions and construction of real estate properties
(39
)
—

—

—

(20
)
—

(59
)
Construction of Universal Beijing Resort
—

—

—

—

(42
)
—

(42
)
Acquisitions, net of cash acquired
—

—

—

—

(89
)
—

(89
)
Proceeds from sales of investments
—

—

—

57

24

—

81

Purchases of investments
(11
)
—

—

(5
)
(204
)
—

(220
)
Other
—

444

—

—

(15
)
—

429

Net cash provided by (used in) investing activities
588

(453
)
149

399

(2,975
)
—

(2,292
)
Financing Activities:
 
 
 
 
 
 
 
Proceeds from (repayments of) short-term borrowings, net
(902
)
—

—

—

—

—

(902
)
Proceeds from borrowings
3,973

—

—

—

70

—

4,043

Repurchases and repayments of debt
(900
)
—

—

(3
)
(362
)
—

(1,265
)
Repurchases of common stock under repurchase program and employee plans
(1,729
)
—

—

—

—

—

(1,729
)
Dividends paid
(738
)
—

—

—

—

—

(738
)
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
—

—

—

—

(79
)
—

(79
)
Other
(22
)
—

—

—

116

—

94

Net cash provided by (used in) financing activities
(318
)
—

—

(3
)
(255
)
—

(576
)
Increase (decrease) in cash, cash equivalents and restricted cash
—

—

—

14

2,592

—

2,606

Cash, cash equivalents and restricted cash, beginning of period
—

—

—

496

3,075

—

3,571

Cash, cash equivalents and restricted cash, end of period
$
—

$
—

$
—

$
510

$
5,667

$
—

$
6,177



21
Table of Contents

Comcast Corporation

Condensed Consolidating Balance Sheet
March 31, 2019
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Assets







Cash and cash equivalents
$
—

$
—

$
—

$
214

$
3,284

$
—

$
3,498

Receivables, net
—

—

—

—

10,736

—

10,736

Programming rights
—

—

—

—

2,942

—

2,942

Other current assets
72

25

—

26

2,974

—

3,097

Total current assets
72

25

—

240

19,936

—

20,273

Film and television costs
—

—

—

—

8,051

—

8,051

Investments
280

11

147

895

7,826

—

9,159

Investments in and amounts due from subsidiaries eliminated upon consolidation
158,868

147,534

129,829

56,005

98,613

(590,849
)
—

Property and equipment, net
663

—

—

—

45,058

—

45,721

Franchise rights
—

—

—

—

59,365

—

59,365

Goodwill
—

—

—

—

68,073

—

68,073

Other intangible assets, net
10

—

—

—

36,892

—

36,902

Other noncurrent assets, net
1,163

233

—

93

7,642

(486
)
8,645

Total assets
$
161,056

$
147,803

$
129,976

$
57,233

$
351,456

$
(591,335
)
$
256,189

Liabilities and Equity
 
 
 
 
 
 
 
Accounts payable and accrued expenses related to trade creditors
$
—

$
—

$
—

$
—

$
10,232

$
—

$
10,232

Accrued participations and residuals
—

—

—

—

1,739

—

1,739

Deferred revenue
—

—

—

—

2,485

—

2,485

Accrued expenses and other current liabilities
2,405

149

245

438

5,595

—

8,832

Current portion of long-term debt
2,099

—

—

7

2,523

—

4,629

Total current liabilities
4,504

149

245

445

22,574

—

27,917

Long-term debt, less current portion
78,460

149

2,100

7,756

15,999

—

104,464

Deferred income taxes
—

324

—

67

27,980

(552
)
27,819

Other noncurrent liabilities
3,133

—

—

1,579

14,033

66

18,811

Redeemable noncontrolling interests and redeemable subsidiary preferred stock
—

—

—

—

1,316

—

1,316

Equity:
 
 
 
 
 
 
 
Common stock
54

—

—

—

—

—

54

Other shareholders’ equity
74,905

147,181

127,631

47,386

268,651

(590,849
)
74,905

Total Comcast Corporation shareholders’ equity
74,959

147,181

127,631

47,386

268,651

(590,849
)
74,959

Noncontrolling interests
—

—

—

—

903

—

903

Total equity
74,959

147,181

127,631

47,386

269,554

(590,849
)
75,862

Total liabilities and equity
$
161,056

$
147,803

$
129,976

$
57,233

$
351,456

$
(591,335
)
$
256,189


22
Table of Contents

Comcast Corporation

Condensed Consolidating Balance Sheet
December 31, 2018
(in millions)
Comcast
Parent
Comcast
Holdings
CCCL
Parent
NBCUniversal
Media Parent
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

$
—

$
—

$
416

$
3,398

$
—

$
3,814

Receivables, net
—

—

—

—

11,104

—

11,104

Programming rights
—

—

—

—

3,746

—

3,746

Other current assets
66

20

—

28

3,070

—

3,184

Total current assets
66

20

—

444

21,318

—

21,848

Film and television costs
—

—

—

—

7,837

—

7,837

Investments
270

11

143

790

6,669

—

7,883

Investments in and amounts due from subsidiaries eliminated upon consolidation
157,264

147,028

130,214

53,853

97,872

(586,231
)
—

Property and equipment, net
670

—

—

—

43,767

—

44,437

Franchise rights
—

—

—

—

59,365

—

59,365

Goodwill
—

—

—

—

66,154

—

66,154

Other intangible assets, net
11

—

—

—

38,347

—

38,358

Other noncurrent assets, net
1,057

208

—

85

4,910

(458
)
5,802

Total assets
$
159,338

$
147,267

$
130,357

$
55,172

$
346,239

$
(586,689
)
$
251,684

Liabilities and Equity
 
 
 
 
 
 
 
Accounts payable and accrued expenses related to trade creditors
$
2

$
—

$
—

$
—

$
8,492

$
—

$
8,494

Accrued participations and residuals
—

—

—

—

1,808

—

1,808

Deferred revenue
—

—

—

—

2,182

—

2,182

Accrued expenses and other current liabilities
2,357

150

360

282

7,572

—

10,721

Current portion of long-term debt
699

—

—

4

3,695

—

4,398

Total current liabilities
3,058

150

360

286

23,749

—

27,603

Long-term debt, less current portion
81,661

146

2,100

7,748

15,690

—

107,345

Deferred income taxes
—

314

—

65

27,734

(524
)
27,589

Other noncurrent liabilities
3,006

—

—

1,201

11,056

66

15,329

Redeemable noncontrolling interests and redeemable subsidiary preferred stock
—

—

—

—

1,316

—

1,316

Equity:
 
 
 
 
 
 
 
Common stock
54

—

—

—

—

—

54

Other shareholders’ equity
71,559

146,657

127,897

45,872

265,805

(586,231
)
71,559

Total Comcast Corporation shareholders’ equity
71,613

146,657

127,897

45,872

265,805

(586,231
)
71,613

Noncontrolling interests
—

—

—

—

889

—

889

Total equity
71,613

146,657

127,897

45,872

266,694

(586,231
)
72,502

Total liabilities and equity
$
159,338

$
147,267

$
130,357

$
55,172

$
346,239

$
(586,689
)
$
251,684


23
Table of Contents

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
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 four reportable business segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business segment.
On October 9, 2018, in connection with our offer to acquire the share capital of Sky, we acquired a controlling interest in Sky through a series of purchases of Sky shares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Sky’s equity interests. Total cash consideration was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). We financed the acquisition through a combination of new fixed and floating rate notes, issuance of term loans and cash on hand.
Cable Communications Segment
Comcast Cable is one of the nation’s largest providers of high-speed internet, video, voice, wireless, and security and automation services (“cable services”) to residential customers under the Xfinity brand; we also provide these and other services to business customers and sell advertising. As of March 31, 2019, our cable systems had 30.7 million total customer relationships, including 28.4 million residential and 2.3 million business customer relationships, and passed approximately 58 million homes and businesses. Our Cable Communications segment generates revenue primarily from residential and business customers that subscribe to our cable services, which we market individually and as bundled services, and from the sale of advertising.
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 worldwide.
Cable Networks
Our Cable Networks segment consists primarily of a diversified portfolio of cable television networks. Our cable networks are comprised of our national cable networks that provide a variety of entertainment, news and information, and sports content; our regional sports and news networks; our international cable networks; our cable television studio production operations; and our various digital properties. Our Cable Networks segment generates revenue primarily from the distribution of our cable network programming to traditional and virtual multichannel video providers; from the sale of advertising on our cable networks and digital properties; from the licensing of our owned programming, including programming from our cable television studio production operations, to cable and broadcast networks and subscription video on demand services; and from the sale of our owned programming on standard-definition digital video discs and Blu-ray discs (together, “DVDs”) and through digital distribution services such as iTunes.
Broadcast Television
Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and our various digital properties. Our Broadcast Television segment generates revenue primarily from the sale of advertising on our broadcast networks, owned local broadcast television stations and digital properties; from the licensing of our owned programming by our broadcast television studio production operations to various distribution platforms, including to cable and broadcast networks as well as to subscription video on demand services; from the fees received under retransmission consent agreements and associated fees received from NBC-affiliated local broadcast television stations; and from the sale of our owned programming on DVDs and through digital distribution services.
Filmed Entertainment
Our Filmed Entertainment segment primarily produces, acquires, markets and distributes filmed entertainment worldwide. Our films are produced primarily under the Universal Pictures, Illumination, DreamWorks Animation and Focus Features names. Our Filmed Entertainment segment generates revenue primarily from the worldwide distribution of our produced and acquired films for exhibition in movie theaters, from the licensing of produced and acquired films through various distribution platforms, and from the sale of produced and acquired films on DVDs and through digital distribution services. Our Filmed Entertainment segment also generates revenue from Fandango, a movie ticketing and entertainment business, the sale of consumer products, the production and licensing of live stage plays, and the distribution of filmed entertainment produced by third parties.

24
Table of Contents

Theme Parks
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, along with a consortium of Chinese state-owned companies, we are developing a theme park in Beijing, China. Our Theme Parks segment generates revenue primarily from ticket sales and guest spending at our Universal theme parks.
Sky Segment
Our Sky segment consists of the operations of Sky, one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks. As of March 31, 2019, Sky had 23.7 million retail customer relationships.
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.
Competition
The results of operations of our reportable business segments are affected by competition, as all of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products and services and entertainment, news and information content to consumers. Technological changes are further intensifying and complicating the competitive landscape and challenging existing business models. In particular, consumers are increasingly turning to online sources for viewing and purchasing content, which has and likely will continue to reduce the number of our video customers and subscribers to our cable networks even as it makes our high-speed internet services more valuable to consumers. In addition, the increasing number of entertainment choices available has intensified audience fragmentation, which has and likely will continue to adversely affect the audience ratings of NBCUniversal’s cable networks and broadcast television programming and Sky’s owned television channels.
For additional information on the competition our businesses face, see our 2018 Annual Report on Form 10-K and refer to Item 1: Business and Item 1A: Risk Factors. Within the Business section, refer to the “Competition” discussion, and within the Risk Factors section, refer to the risk factors entitled “Our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively” and “Changes in consumer behavior driven by online distribution platforms for viewing content could adversely affect our businesses and challenge existing business models.”
Seasonality and Cyclicality
Each of our businesses is subject to seasonal and cyclical variations. In our Cable Communications segment, our results are impacted by the seasonal nature of residential customers receiving our cable services in college and vacation markets. This generally results in fewer net customer relationship additions in the second quarter of each year. In our Sky segment, our results are impacted by the seasonal nature of residential customers receiving direct-to-home ("DTH") and over the top ("OTT") video services, including the start of the new soccer seasons and the Christmas holiday. This generally results in greater net customer relationship additions and higher subscriber acquisition costs in the fourth quarter of each year due to higher marketing expenses.
Revenue in our Cable Communications, Cable Networks, Broadcast Television and Sky segments is subject to cyclical advertising patterns and changes in viewership levels. Advertising revenue in the U.S. is generally higher in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and in the period leading up to and including the holiday season. Advertising revenue in the U.S. is also cyclical, with a benefit in even-numbered years due to advertising related to candidates running for political office and issue-oriented advertising. Revenue in our Cable Networks and Broadcast Television segments fluctuates depending on the timing of when our programming is aired, which typically results in higher advertising revenue in the second and fourth quarters of each year. The results of Sky’s advertising business are subject to cyclical advertising patterns and changes in viewership levels. This includes seasonally higher audience levels in winter months and increased competition during major sporting events where public service broadcasters lease the rights, such as the Olympic Games and the FIFA World CupTM. The results for Sky’s content business are also subject to fluctuations as a result of changes in timing, nature and quantity of original programming distributed to other markets.
Our revenue and operating costs and expenses (comprised of total costs and expenses, excluding depreciation and amortization expense and other operating gains) are cyclical as a result of our periodic broadcasts of major sporting events, such as the Olympic Games, which affect our Cable Networks and Broadcast Television segments, and the Super Bowl, which affects our Broadcast Television segment. In particular, our advertising revenue increases due to increased demand for advertising time and our distribution revenue increases in the period of these broadcasts. Our operating costs and expenses also increase as a result of our production costs for these broadcasts and the amortization of the related rights fees.

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Revenue in our Filmed Entertainment segment fluctuates due to the timing, nature and number of films released in movie theaters, on DVDs, and through various other distribution platforms. 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. Content licensing revenue in our Cable Networks, Broadcast Television and Filmed Entertainment segments also fluctuates due to the timing of when our content is made available to licensees.
Revenue in our Theme Parks segment fluctuates with changes in theme park attendance that 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. Our theme parks generally experience peak attendance during the spring holiday period, the summer months when schools are closed and the holiday season.
Exclusive tier one sports rights, such as domestic and UEFA Champions League soccer, Formula 1, and English cricket, play a key role within Sky’s wider content strategy. In Europe broadcasting rights for tier one sports are usually tendered through a competitive auction process, with the winning bidder or bidders acquiring rights over a three to five-year period. This creates some level of cyclicality for Sky, although the staggered timing of tier one sports rights auctions usually gives Sky time to react to any material changes in the competitive dynamics of the prevailing market.
Consolidated Operating Results
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
  

Revenue
$
26,859

 
$
22,791

 
17.9
%
Costs and Expenses:
 
 
 
 
 
Programming and production
8,569

 
7,429

 
15.3

Other operating and administrative
7,900

 
6,514

 
21.3

Advertising, marketing and promotion
1,888

 
1,604

 
17.7

Depreciation
2,240

 
2,011

 
11.4

Amortization
1,080

 
588

 
84.0

Operating income
5,182

 
4,645

 
11.5

Interest expense
(1,150
)
 
(777
)
 
48.0

Investment and other income (loss), net
676

 
126

 
NM

Income before income taxes
4,708

 
3,994

 
17.9

Income tax expense
(1,076
)
 
(818
)
 
31.5

Net income
3,632

 
3,176

 
14.4

Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
79

 
58

 
34.8

Net income attributable to Comcast Corporation
$
3,553

 
$
3,118

 
14.0
%
Basic earnings per common share attributable to Comcast Corporation shareholders
$
0.78

 
$
0.67

 
16.5
%
Diluted earnings per common share attributable to Comcast Corporation shareholders
$
0.77

 
$
0.66

 
16.7
%
 
 
 
 
 
 
Adjusted EBITDA(a)
$
8,553

 
$
7,244

 
18.1
%
All percentages are calculated based on actual amounts. Minor differences may exist due to rounding. Percentage changes that are considered not meaningful are denoted with NM.
(a)
Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 37 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.
The comparability of our consolidated results of operations was impacted by the Sky transaction in the fourth quarter of 2018. Sky’s results of operations are included in our consolidated financial statements following the October 9, 2018 acquisition date.
Consolidated Revenue
Our Sky, Cable Communications and Filmed Entertainment segments accounted for the increase in consolidated revenue for the three months ended March 31, 2019, which was partially offset by a decrease in revenue in our Cable Networks and Broadcast Television segments. Consolidated revenue for the three months ended March 31, 2018 included revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl in February 2018.

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Revenue for our segments is discussed separately below under the heading “Segment Operating Results.” Revenue for our business development initiatives and other businesses is discussed separately below under the heading “Corporate and Other Results of Operations.”
Consolidated Costs and Expenses
Our Sky and Cable Communications segments accounted for the increase in consolidated operating costs and expenses for the three months ended March 31, 2019, which were partially offset by decreases in operating costs and expenses in our Cable Networks, Broadcast Television and Filmed Entertainment segments.
Operating costs and expenses for our segments are discussed separately below under the heading “Segment Operating Results.” Operating costs and expenses for our corporate operations, businesses development initiatives and other businesses are discussed separately below under the heading “Corporate and Other Results of Operations.”
Consolidated Depreciation and Amortization Expense
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
 
Cable Communications
$
2,035

 
$
2,061

 
(1.3
)%
NBCUniversal
515

 
510

 
1.0

Sky
741

 
—

 
NM

Corporate and Other
29

 
28

 
3.6

Total
$
3,320

 
$
2,599

 
27.7
 %
Consolidated depreciation and amortization expense increased for the three months ended March 31, 2019 primarily due to depreciation and amortization expense related to Sky. During the first quarter 2019, we recorded adjustments to the purchase price allocation of Sky, primarily related to intangible assets and property and equipment. This change resulted in an adjustment in the current period related to the fourth quarter of 2018 that increased depreciation and amortization expense by $53 million.
Amortization expense from acquisition-related intangible assets, such as customer relationships, totaled $504 million and $205 million for the three months ended March 31, 2019 and 2018, 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 (see Note 6 to Comcast’s condensed consolidated financial statements for additional information on the Sky transaction).
Consolidated Interest Expense
Interest expense increased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to increases in our debt outstanding associated with the financing of and debt assumed in connection with the Sky transaction in the fourth quarter of 2018.
Consolidated Investment and Other Income (Loss), Net
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Equity in net income (losses) of investees, net
$
262

 
$
(49
)
Realized and unrealized gains (losses) on equity securities, net
214

 
28

Other income (loss), net
200

 
147

Total
$
676

 
$
126

Equity in Net Income (Losses) of Investees, Net
The change in equity in net income (losses) of investees, net for the three months ended March 31, 2019 compared to the same period in 2018 was primarily related to our equity method investments in Atairos and Hulu. The income at Atairos was driven by fair value adjustments on its underlying investments. The loss at Hulu was primarily due to higher programming, advertising and marketing costs, and higher other administrative expenses. The equity in net income (losses) of Atairos and Hulu for the three months ended March 31, 2019 and 2018 are presented in the table below.

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Three Months Ended
March 31
(in millions)
2019
 
2018
Atairos
$
374

 
$
35

Hulu
$
(141
)
 
$
(131
)
Realized and Unrealized Gains (Losses) on Equity Securities, Net
The change in realized and unrealized gains (losses) on equity securities, net for the three months ended March 31, 2019 compared to the same period in 2018 was primarily due to unrealized gains of $162 million related to our investment in Snap.
Other Income (Loss), Net
The change in other income (loss), net for the three months ended March 31, 2019 compared to the same period in 2018 was primarily related to the recognition of the previously deferred gain related to Hulu of $159 million. See Note 9 to Comcast’s condensed consolidated financial statements and Note 8 to NBCUniversal’s condensed consolidated financial statements for further information.
Consolidated Income Tax Expense
Income tax expense for the three months ended March 31, 2019 and 2018 reflects an effective income tax rate that differs from the federal statutory rate primarily due to state and foreign income taxes and adjustments associated with uncertain tax positions. The increase in income tax expense for the three months ended March 31, 2019 compared to the same period in 2018 was primarily due to higher taxable income from operations. We also recognized an income tax benefit of $128 million during the first quarter of 2018 related to the enactment of federal tax legislation in 2018. 
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 to both Comcast’s and NBCUniversal’s condensed consolidated financial statements 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.
Beginning in the first quarter of 2019, Comcast Cable’s wireless phone service and certain other Cable-related business development initiatives are now presented in the Cable Communications segment. Results were previously presented in Corporate and Other. Prior periods have been adjusted to reflect this presentation. To be consistent with our current management reporting presentation, certain 2018 operating results were reclassified related to certain NBCUniversal businesses now presented in the Sky segment.

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Table of Contents

Cable Communications Segment Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
 
%
Revenue
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
High-speed internet
$
4,577

 
$
4,157

 
$
420

 
10.1
 %
Video
5,628

 
5,659

 
(31
)
 
(0.5
)
Voice
990

 
1,006

 
(16
)
 
(1.6
)
Wireless
225

 
185

 
40

 
21.4

Business services
1,891

 
1,726

 
165

 
9.5

Advertising
556

 
582

 
(26
)
 
(4.5
)
Other
413

 
388

 
25

 
7.0

Total revenue
14,280

 
13,703

 
577

 
4.2

Operating costs and expenses

 

 

 

Programming
3,419

 
3,326

 
93

 
2.8

Technical and product support
1,880

 
1,856

 
24

 
1.3

Customer service
625

 
640

 
(15
)
 
(2.3
)
Advertising, marketing and promotion
972

 
978

 
(6
)
 
(0.6
)
Franchise and other regulatory fees
391

 
402

 
(11
)
 
(2.6
)
Other
1,265

 
1,284

 
(19
)
 
(1.6
)
Total operating costs and expenses
8,552

 
8,486

 
66

 
0.8

Adjusted EBITDA
$
5,728

 
$
5,217

 
$
511

 
9.8
 %

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Customer Metrics
 
 
Net Additions
 
March 31
Three Months Ended
March 31
(in thousands)
2019
2018
2019
2018
Customer relationships
 
 
 
 
Residential customer relationships
28,385

27,436

276

252

Business services customer relationships
2,327

2,208

25

29

Total customer relationships
30,712

29,645

300

281

Residential customer relationships mix
 
 
 
 
One product customers
9,295

8,390

280

215

Two product customers
9,009

9,060

17

42

Three or more product customers
10,081

9,987

(22
)
(6
)
High-speed internet
 
 
 
 
Residential customers
25,449

24,214

352

351

Business services customers
2,148

2,034

23

29

Total high-speed internet customers
27,598

26,249

375

379

Video
 
 
 
 
Residential customers
20,852

21,210

(107
)
(93
)
Business services customers
1,014

1,051

(14
)
(3
)
Total video customers
21,865

22,261

(121
)
(96
)
Voice
 
 
 
 
Residential customers
10,089

10,245

(63
)
(70
)
Business services customers
1,307

1,253

10

16

Total voice customers
11,396

11,498

(53
)
(54
)
Security and automation
 
 
 
 
Security and automation customers
1,333

1,176

17

46

Wireless
 
 
 
 
Wireless lines
1,405

577

170

196

Customer metrics are presented based on actual amounts. Minor differences may exist due to rounding. Customer relationships represent the number of residential and business customers that subscribe to at least one of our cable 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 cable services, respectively. For multiple dwelling units (“MDUs”), including buildings located on college campuses, whose residents have the ability to receive additional cable services, such as additional programming choices or our high-definition video (“HD”) or digital video recorder (“DVR”) advanced 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 cable services, the MDU is counted as a single customer. In 2017, we began to offer prepaid services that allow customers to prepay for at least 30 days of service. Residential high-speed internet and video customers as of March 31, 2019 included prepaid customers totaling approximately 171,000 and 7,000, respectively. Wireless lines represent the number of activated eligible wireless devices on customers’ accounts. Individual customer relationships may have multiple wireless lines.
Average monthly total revenue per customer relationship for the three months ended March 31, 2019 and 2018 was $155.75 and $154.82, respectively. This metric 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 high-speed internet, 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.
Average monthly Adjusted EBITDA per customer relationship for the three months ended March 31, 2019 and 2018 was $62.48 and $58.94, respectively. Each of our cable 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 this metric is useful particularly as we continue to focus on growing our higher-margin businesses, including residential high-speed internet and business services.
Cable Communications Segment – Revenue
High-Speed Internet
High-speed internet revenue increased 10.1% for the three months ended March 31, 2019 compared to the same period in 2018. An increase in the number of residential customers receiving our high-speed internet services accounted for an increase in revenue of 5.1% for the three months ended March 31, 2019. The remaining increase in revenue was primarily due to an increase in average high-speed internet rates.

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Video
Video revenue was flat for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to a decline in the number of residential video customers, which was partially offset by an increase in average video rates.
We have experienced, and expect that we will continue to experience, declines in the number of residential video customers due to competitive pressures, and we expect that our video revenue will continue to decline. Competition is intense, both from traditional multichannel video providers and online video distribution services. We believe our X1 platform helps us compete more effectively against this competition, and have also continued to employ sales and marketing programs, such as promotions, bundled service offerings and service offerings targeted at specific market segments.
Voice
Voice revenue decreased 1.6% for the three months ended March 31, 2019 compared to the same period in 2018 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
Wireless revenue increased 21.4% for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to an increase in the number of customer lines. Although customer lines increased, the number of wireless handsets sold declined in the period due to the number of customers electing to bring their own device.
Business Services
Business services revenue increased 9.5% for the three months ended March 31, 2019 compared to the same period in 2018. The increase was primarily due to an increase in the number of customers receiving our small and medium-sized business services offerings and an increase in average rates.
We believe the increases in the number of business customers are primarily the result of our efforts to gain market share from competitors by offering competitive services and pricing. We expect that the contribution to our growth rate from medium-sized and enterprise customers will increase relative to that of our small-business customers as small business services matures.
Advertising
Advertising revenue decreased 4.5% for the three months ended March 31, 2019 compared to the same period in 2018, primarily due to a decrease in political advertising revenue. Excluding the impact of political advertising revenue, advertising decreased 1.8% for the three months ended March 31, 2019 compared to the same period in 2018.
For the three months ended March 31, 2019 and 2018, 5% and 4% of our Cable Communications segment advertising revenue was generated from our NBCUniversal segments, respectively. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.
Other
Other revenue increased 7.0% for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to increases in revenue from our security and automation services and the licensing of our X1 platform to other multichannel video providers.
Cable Communications Segment – Operating Costs and Expenses
Programming expenses increased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to increases in programming license fees, including sports programming costs and retransmission consent fees.
Technical and product support expenses increased for the three months ended March 31, 2019 compared to the same period in 2018. The increase was primarily due to expenses related to the continued development, deployment and support of our products and services and expenses related to the continued growth in business services, partially offset by a decrease in costs associated with our wireless phone service. This decrease reflects the decline in costs of handsets sold due to the number of customers electing to bring their own device, partially offset by an increase in variable network fees as a result of the increase in customer lines.
Customer service expenses decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to lower personnel costs as a result of reduced call volumes.
Advertising, marketing and promotion expenses were flat for the three months ended March 31, 2019 compared to the same period in 2018, reflecting the absence of advertising expenses associated with the 2018 PyeongChang Olympics, offset by an increase in spending associated with attracting new customers.
Franchise and other regulatory fees decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to a decrease in the revenue to which the fees apply.

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Other operating costs and expenses decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to increased costs incurred in the prior year period as we continued to scale our wireless phone service.
Cable Communications Segment – Operating Margin
Our Cable Communications segment operating margin is Adjusted EBITDA as a percentage of revenue. The most significant operating costs and expenses for our Cable Communications segment are the programming expenses we incur to provide content to our video customers, which increased 2.8% for the three months ended March 31, 2019 compared to the same period in 2018.
Our Cable Communications segment operating margin for the three months ended March 31, 2019 and 2018 was 40.1% and 38.1%, respectively. We continue to focus on growing our higher-margin businesses, particularly residential high-speed internet and business services, and on improving losses related to our wireless phone service and overall operating cost management. Losses from our wireless phone service were $103 million in the current year period compared to losses of $189 million in the prior year period.
NBCUniversal Segments Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
%
Revenue
 
 
 
 
 
 
Cable Networks
$
2,868

 
$
3,157

 
$
(289
)
(9.2
)%
Broadcast Television
2,467

 
3,497

 
(1,030
)
(29.4
)
Filmed Entertainment
1,768

 
1,647

 
121

7.4

Theme Parks
1,276

 
1,281

 
(5
)
(0.4
)
Headquarters, other and eliminations
(66
)
 
(85
)
 
19

NM

Total revenue
$
8,313

 
$
9,497

 
$
(1,184
)
(12.5
)%
Adjusted EBITDA
 
 
 
 
 
 
Cable Networks
$
1,262

 
$
1,254

 
$
8

0.7
 %
Broadcast Television
387

 
507

 
(120
)
(23.7
)
Filmed Entertainment
364

 
203

 
161

78.7

Theme Parks
498

 
495

 
3

0.5

Headquarters, other and eliminations
(174
)
 
(188
)
 
14

NM

Total Adjusted EBITDA
$
2,337

 
$
2,271

 
$
66

2.9
 %
Percentage changes that are considered not meaningful are denoted with NM.
Cable Networks Segment Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
%
Revenue
 
 
 
 
 
 
Distribution
$
1,735

 
$
1,861

 
$
(126
)
(6.8
)%
Advertising
852

 
977

 
(125
)
(12.8
)
Content licensing and other
281

 
319

 
(38
)
(12.0
)
Total revenue
2,868

 
3,157

 
(289
)
(9.2
)
Operating costs and expenses
 
 
 
 
 
 
Programming and production
1,143

 
1,425

 
(282
)
(19.8
)
Other operating and administrative
359

 
357

 
2

0.6

Advertising, marketing and promotion
104

 
121

 
(17
)
(14.0
)
Total operating costs and expenses
1,606

 
1,903

 
(297
)
(15.6
)
Adjusted EBITDA
$
1,262

 
$
1,254

 
$
8

0.7
 %

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Cable Networks Segment – Revenue
Cable Networks revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to decreases in distribution revenue and advertising revenue resulting from our broadcast of the 2018 PyeongChang Olympics. Excluding $378 million of revenue associated with our broadcast of the 2018 PyeongChang Olympics, Cable Networks revenue increased 3.2% for the three months ended March 31, 2019 compared to the same period in 2018.
 
Three Months Ended
March 31
Increase/
(Decrease)
(in millions)
2019
2018
%
Distribution
$
1,735

$
1,861

(6.8
)%
Distribution, excluding 2018 PyeongChang Olympics
1,735

1,625

6.8

Distribution revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to our broadcast of the 2018 PyeongChang Olympics. Excluding $236 million of revenue associated with our broadcast of 2018 PyeongChang Olympics, distribution revenue increased primarily due to increases in contractual rates charged under distribution agreements and the timing of contract renewals, partially offset by modest declines in the number of subscribers at our cable networks.
 
Three Months Ended
March 31
Increase/
(Decrease)
(in millions)
2019
2018
%
Advertising
$
852

$
977

(12.8
)%
Advertising, excluding 2018 PyeongChang Olympics
852

835

2.0

Advertising revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to our broadcast of the 2018 PyeongChang Olympics. Excluding $142 million of revenue associated with our broadcast of the 2018 PyeongChang Olympics, advertising revenue increased primarily due to higher prices for advertising units sold, partially offset by modest declines in audience ratings at our networks.
For both the three months ended March 31, 2019 and 2018, 15% of our Cable Networks segment revenue was generated from our Cable Communications segment. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.
Cable Networks Segment – Operating Costs and Expenses
Operating costs and expenses decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to decreases in programming and production costs and advertising, marketing, and promotion costs. The decrease in programming and production costs was primarily due to the absence of costs associated with our broadcast of the 2018 PyeongChang Olympics. The decrease in advertising, marketing and promotion costs was due to the decrease in spending related to programming on our cable networks and our digital properties, and the absence of spending related to the 2018 PyeongChang Olympics.
Broadcast Television Segment Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
%
Revenue
 
 
 
 
 
 
Advertising
$
1,317

 
$
2,365

 
$
(1,048
)
(44.3
)%
Content licensing
560

 
522

 
38

7.2

Distribution and other
590

 
610

 
(20
)
(3.2
)
Total revenue
2,467

 
3,497

 
(1,030
)
(29.4
)
Operating costs and expenses
 
 
 
 
 
 
Programming and production
1,577

 
2,476

 
(899
)
(36.3
)
Other operating and administrative
382

 
381

 
1

0.4

Advertising, marketing and promotion
121

 
133

 
(12
)
(8.9
)
Total operating costs and expenses
2,080

 
2,990

 
(910
)
(30.4
)
Adjusted EBITDA
$
387

 
$
507

 
$
(120
)
(23.7
)%

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Table of Contents

Broadcast Television Segment – Revenue
Broadcast Television revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 due to decreases in advertising revenue and distribution and other revenue resulting from our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl, partially offset by an increase in content licensing revenue. Excluding $1.2 billion of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl, Broadcast Television revenue increased 7.1% for the three months ended March 31, 2019 compared to the same period in 2018.
 
Three Months Ended
March 31
Increase/
(Decrease)
(in millions)
2019
2018
%
Advertising
$
1,317

$
2,365

(44.3
)%
Advertising, excluding 2018 PyeongChang Olympics and Super Bowl
1,317

1,284

2.6

Advertising revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl. Excluding $1.1 billion of revenue associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl, advertising revenue increased due to higher prices for advertising units sold, partially offset by the impact of continued declines in audience ratings.
 
Three Months Ended
March 31
Increase/
(Decrease)
(in millions)
2019
2018
%
Distribution and other
$
590

$
610

(3.2
)%
Distribution and other, excluding 2018 PyeongChang Olympics
590

498

18.6

Distribution and other revenue decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to our broadcast of the 2018 PyeongChang Olympics. Excluding $112 million of revenue associated with our broadcast of the 2018 PyeongChang Olympics, distribution and other revenue increased primarily due to increases in fees recognized under our retransmission consent agreements.
Content licensing revenue increased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to the timing of content provided under our licensing agreements.
Broadcast Television Segment – Operating Costs and Expenses
Operating costs and expenses decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to a decrease in programming and production costs. The decrease in programming and production costs was primarily due to the absence of programming and production costs associated with our broadcasts of the 2018 PyeongChang Olympics and the 2018 Super Bowl, partially offset by higher studio production costs and our continued investment in original programming.

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Filmed Entertainment Segment Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
%
Revenue
 
 
 
 
 
 
Theatrical
$
445

 
$
423

 
$
22

5.1
 %
Content licensing
817

 
733

 
84

11.5

Home entertainment
267

 
248

 
19

7.4

Other
239

 
243

 
(4
)
(1.0
)
Total revenue
1,768

 
1,647

 
121

7.4

Operating costs and expenses
 
 
 
 
 
 
Programming and production
733

 
735

 
(2
)
(0.3
)
Other operating and administrative
261

 
301

 
(40
)
(12.6
)
Advertising, marketing and promotion
410

 
408

 
2

0.3

Total operating costs and expenses
1,404

 
1,444

 
(40
)
(2.7
)
Adjusted EBITDA
$
364

 
$
203

 
$
161

78.7
 %
Filmed Entertainment Segment – Revenue
Filmed Entertainment revenue increased for the three months ended March 31, 2019 compared to the same period in 2018 due to increases in content licensing revenue, theatrical revenue and home entertainment revenue. The increase in content licensing revenue was primarily due to the timing of when content was made available under licensing agreements. The increase in theatrical revenue was primarily due to the strong performances of several releases in our 2019 slate, including How to Train Your Dragon: The Hidden World, Us and Glass, which were partially offset by successful performances of several releases in prior year period, including Fifty Shades Freed, Pacific Rim Uprising, Darkest Hour and Pitch Perfect 3. Home entertainment revenue increased primarily due to higher sales of 2019 releases, including Dr. Seuss’ The Grinch, Halloween and Night School, which were partially offset by sales of 2018 releases in the prior year period, including American Made, Pitch Perfect 3 and Despicable Me 3.
Filmed Entertainment Segment – Operating Costs and Expenses
Operating costs and expenses decreased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to decreases in other operating and administrative costs due to the absence of expenses associated with the sale of a business in 2018 and a reduction in employee-related costs.
Theme Parks Segment Results of Operations
 
Three Months Ended
March 31
 
Increase/
(Decrease)
(in millions)
2019
 
2018
 
$
%
Revenue
$
1,276

 
$
1,281

 
$
(5
)
(0.4
)%
Operating costs and expenses
778

 
786

 
(8
)
(0.9
)
Adjusted EBITDA
$
498

 
$
495

 
$
3

0.5
 %
Theme Parks Segment – Revenue
Theme Parks revenue was relatively consistent for the three months ended March 31, 2019 compared to the same period in 2018, reflecting modest declines in attendance, in part due to the timing of spring holidays, which benefited the same period last year, and modest declines in guest spending.
Theme Parks Segment – Operating Costs and Expenses
Theme Parks operating costs and expenses remained flat for the three months ended March 31, 2019 compared to the same period in 2018.
Sky Segment Results of Operations
The discussion below compares Sky’s actual results for the three months ended March 31, 2019 to pro forma results for Sky for the three months ended March 31, 2018. The pro forma segment information includes adjustments as if the Sky transaction occurred on January 1, 2017. Our pro forma data is also adjusted for the effects of acquisition accounting and eliminating the costs and expenses directly related to the transaction, but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. Pro forma amounts are not necessarily indicative of what our results would have been had we operated the Sky business since January 1, 2017, nor of our future results.

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Three Months Ended
March 31
 
 
 
 
 
 
Actual
 
Pro Forma
 
Increase/
(Decrease)
 
Constant Currency Growth(a)
(in millions)
2019
 
2018
 
$
%
 
%
Revenue
 
 
 
 
 
 
 
 
Direct-to-consumer
$
3,834

 
$
4,132

 
$
(298
)
(7.2
)%
 
(0.4
)%
Content
370

 
286

 
84

29.5

 
38.0

Advertising
593

 
631

 
(38
)
(6.0
)
 
0.7

Total revenue
4,797

 
5,049

 
(252
)
(5.0
)
 
1.9

Operating costs and expenses
 
 
 
 
 
 
 
 
Programming and production
2,301

 
2,261

 
40

1.8

 
9.3

Direct network costs
385

 
401

 
(16
)
(3.9
)
 
2.6

Other
1,448

 
1,588

 
(140
)
(8.8
)
 
(2.2
)
Total operating costs and expenses
4,134

 
4,250

 
(116
)
(2.7
)
 
4.4

Adjusted EBITDA
$
663

 
$
799

 
$
(136
)
(17.0
)%
 
(11.3
)%
(a)
Constant currency growth is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section on page 37 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
 
 
 
Net Additions
 
March 31
 
Three Months Ended
March 31
 
Actual
 
Pro Forma
 
Actual
Pro Forma
(in thousands)
2019
 
2018
 
2019
2018
Total customer relationships
23,712

 
22,903

 
112

38

Sky customer relationships represent the number of residential retail customers that subscribe to at least one of Sky’s four primary services of video, high-speed internet, voice and wireless phone service. Commercial retail customers include hotels, bars, workplaces and restaurants with an active subscription for the purpose of providing Sky services to third party customers. We report commercial customers on a consistent basis based on the number of commercial agreements per venue in the U.K., a residential equivalent unit based upon the multiple of residential customer revenue in Italy and the number of active venues (bars and restaurants) or rooms (hotels and clinics) in Germany.
Sky Segment – Revenue
Direct-to-Consumer
Direct-to-consumer revenue decreased 7.2% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, direct-to-consumer revenue was relatively consistent for the three months ended March 31, 2019 compared to the same period in 2018, reflecting a decrease in average revenue per customer relationship, offset by an increase in customer relationships.
Content
Content revenue increased 29.5% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, content revenue increased 38.0% for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to new sports programming licensing agreements, increased penetration of premium sports and movie channels on third party television networks and increased sales of original programming.
Advertising
Advertising revenue decreased 6.0% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, advertising revenue was flat for the three months ended March 31, 2019 compared to the same period in 2018.
Sky Segment – Operating Costs and Expenses
Programming and Production Costs
Programming and production costs increased 1.8% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, programming and production costs increased 9.3% for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to new sports programming contracts in Italy and Germany.

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Direct Network Costs
Direct network costs decreased 3.9% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, direct network costs increased 2.6% for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to an increase in costs associated with Sky’s wireless phone service as a result of an increase in the number of customers receiving the service.
Other
Other expenses decreased 8.8% for the three months ended March 31, 2019 compared to the same period in 2018. Excluding the impact of foreign currency, other expenses decreased 2.2% for three months ended March 31, 2019 compared to the same period in 2018 primarily due to a decrease in marketing costs.
Corporate and Other Results of Operations
 
Three Months Ended
March 31

Increase/
(Decrease)
(in millions)
2019

2018

$
%
Revenue
$
108


$
243


$
(135
)
(55.3
)%
Operating costs and expenses
346


428


(82
)
(19.1
)
Adjustment for Sky transaction-related costs
(51
)
 
—

 
(51
)
NM

Adjusted EBITDA
$
(187
)

$
(185
)

$
(2
)
(1.0
)%
Corporate and Other – Revenue
Other revenue primarily relates to revenue from Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania.
Corporate and Other revenue decreased for the three months ended March 31, 2019 primarily due to the sale of a controlling interest in our arena management-related businesses in the second quarter of 2018.
Corporate and Other – Operating Costs and Expenses
Corporate and Other operating costs and expenses primarily include overhead, personnel costs, the costs of other business development initiatives, and operating costs and expenses associated with Comcast Spectacor.
Corporate and Other operating costs and expenses decreased for the three months ended March 31, 2019 primarily due to the sale of a controlling interest in our arena management-related businesses in the second quarter of 2018, which was partially offset by transaction-related expenses directly related to the Sky transaction, including expenses resulting from the replacement of share-based compensation awards. Corporate and Other Adjusted EBITDA excludes $51 million of transaction-related expenses.
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA
Consolidated 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 consolidated Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
We define consolidated Adjusted EBITDA as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance.

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We reconcile consolidated Adjusted EBITDA to net income attributable to Comcast Corporation. This measure should not be considered a substitute for operating income, net income, net income 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
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Net income attributable to Comcast Corporation
$
3,553

 
$
3,118

Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock
79

 
58

Income tax expense
1,076

 
818

Interest expense
1,150

 
777

Investment and other (income) loss, net
(676
)
 
(126
)
Depreciation
2,240

 
2,011

Amortization
1,080

 
588

Adjustment for Sky transaction-related costs
51

 
—

Adjusted EBITDA
$
8,553

 
$
7,244

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 period over period to evaluate its underlying performance.
Constant currency and constant currency growth rates are calculated by comparing the comparative period results in the prior year adjusted to reflect the average exchange rates from the current year period rather than the actual exchange rates in effect during the respective prior year periods.
Reconciliation of Sky Constant Currency Growth Rates
 
Three Months Ended
March 31
 
 
 
Actual
 
Constant Currency
 
Constant Currency Growth
(in millions)
2019
 
2018
 
%
Revenue
 
 
 
 
 
Direct-to-consumer
$
3,834

 
$
3,851

 
(0.4
)%
Content
370

 
268

 
38.0

Advertising
593

 
589

 
0.7

Total revenue
4,797

 
4,708

 
1.9

Operating costs and expenses
 
 
 
 
 
Programming and production
2,301

 
2,105

 
9.3

Direct network costs
385

 
375

 
2.6

Other
1,448

 
1,481

 
(2.2
)
Total operating costs and expenses
4,134

 
3,961

 
4.4

Adjusted EBITDA
$
663

 
$
747

 
(11.3
)%
Liquidity and Capital Resources
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 facilities; and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion of our cash flows in repaying our debt obligations, funding our capital expenditures, investing in business opportunities and returning capital to shareholders.

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Operating Activities
Components of Net Cash Provided by Operating Activities
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Operating income
$
5,182

 
$
4,645

Depreciation and amortization
3,320

 
2,599

Noncash share-based compensation
245

 
199

Changes in operating assets and liabilities
(535
)
 
(1,005
)
Payments of interest
(970
)
 
(854
)
Payments of income taxes
(189
)
 
(162
)
Other
178

 
52

Net cash provided by operating activities
$
7,231

 
$
5,474

The variance in changes in operating assets and liabilities for the three months ended March 31, 2019 compared to the same period in 2018 was primarily due to our broadcast of the 2018 PyeongChang Olympics in the prior year period, the timing of film and television costs at Sky, including sports rights, and a reduction in Cable Communications wireless inventory, partially offset by our broadcast of the 2018 Super Bowl in prior year period.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2019 consisted primarily of capital expenditures, cash paid for intangible assets and purchases of investments. Capital expenditures increased for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to the inclusion of spending at Sky and an increase in spending by our Theme Parks segment, partially offset by a decrease in spending by our Cable Communications segment due to lower spending on customer premise equipment and scalable infrastructure. Purchases of investments for the three months ended March 31, 2019 consisted primarily of our cash capital contributions of $233 million to Hulu and $37 million to Atairos.
Financing Activities
Net cash used in financing activities for the three months ended March 31, 2019 consisted primarily of repayments of debt, dividend payments and repurchases of common stock under our employee plans.
We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repayments of our term loans and repurchases or exchanges of our outstanding public notes and debentures, depending on various factors, such as market conditions. See Notes 5 and 6 to Comcast’s condensed consolidated financial statements for additional information on our financing activities, including details of our debt repayments and borrowings.
Available Borrowings Under Credit Facilities
We also maintain significant availability under our lines of credit and commercial paper programs to meet our short-term liquidity requirements.
As of March 31, 2019, amounts available under our revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit and bank guarantees, totaled $9.2 billion.
Share Repurchases and Dividends
Effective January 1, 2017, our Board of Directors increased our share repurchase program authorization to $12 billion, which does not have an expiration date. Under the authorization, we may repurchase shares in the open market or in private transactions. We have paused our share repurchase program for 2019 in order to accelerate the reduction of indebtedness we incurred in connection with the acquisition of Sky and no common stock share repurchases were made under this authorization for the three months ended March 31, 2019.
We paid $247 million for the three months ended March 31, 2019 related to employee taxes associated with the administration of our share-based compensation plans.
In January 2019, our Board of Directors approved a 10% increase in our dividend to $0.84 per share on an annualized basis. In January 2019, our Board of Directors approved our first quarter dividend of $0.21 per share to be paid in April 2019. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors. On January 23, 2019, we paid dividends totaling $869 million.

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Critical Accounting Judgments and Estimates
The preparation of our condensed 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.
For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our condensed consolidated financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2018 Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 7 to Comcast’s condensed consolidated financial statements and Note 6 to NBCUniversal’s condensed consolidated financial statements for additional information related to recent accounting pronouncements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have evaluated the information required under this item that was disclosed in our 2018 Annual Report on Form 10-K and there have been no significant changes to this information.
ITEM 4: CONTROLS AND PROCEDURES
Comcast Corporation
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of Comcast’s 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, Comcast’s disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes in Comcast’s 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 Comcast’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Comcast’s internal control over financial reporting, except as noted below. On October 9, 2018, we acquired a controlling interest in Sky. See Note 6 to Comcast’s condensed consolidated financial statements for additional information. In connection with the integration of Sky, we are in the process of analyzing and evaluating our internal controls over financial reporting. This process may result in additions or changes to our internal control over financial reporting.
NBCUniversal Media, LLC
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of NBCUniversal’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) 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, NBCUniversal’s disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes in NBCUniversal’s 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 NBCUniversal’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, NBCUniversal’s internal control over financial reporting.

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PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Refer to Note 11 to Comcast’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.
NBCUniversal is subject to legal proceedings and claims that arise in the ordinary course of its business and does not expect the final disposition of these matters to have a material adverse effect on its results of operations, cash flows or financial condition, although any such matters could be time-consuming and costly and could injure its reputation.
ITEM 1A: RISK FACTORS
There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2018 Annual Report on Form 10-K.
ITEM 5: OTHER INFORMATION
Iran Threat Reduction and Syria Human Rights Act Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, companies are required, among other things, to disclose certain activities, transactions or dealings with the Government of Iran or entities controlled directly or indirectly by the Government of Iran. Disclosure is generally required even where the activities, transactions or dealings are conducted in compliance with applicable laws and regulations and are de minimis. As of the date of this report, we are not aware of any activity, transaction or dealing during the three months ended March 31, 2019 that requires disclosure under the Act, except with respect to the following:
•
Prior to our August 2016 acquisition of DreamWorks Animation, a non-U.S. subsidiary of DreamWorks Animation entered into a licensing agreement in January 2016 that licensed a prior season of a children’s animated television series for a three-year, non-cancelable term and for a one-time fee of $5,200 to a broadcasting company that is owned and controlled by the Government of Iran. The broadcasting company paid the license fee in the first quarter of 2016. We believe that DreamWorks Animation conducted its licensing activity in compliance with applicable laws and that the license is for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.
•
Prior to our fourth quarter 2018 acquisition of Sky, a non-U.S. subsidiary of Sky entered into two licensing agreements that licensed some of Sky’s owned programming content to a broadcasting company that is owned and controlled by the Government of Iran. The first agreement was entered into in June 2012, and was amended in July 2016, to license 150 hours of programming content for various three-year license terms for a one-time fee of €86,250. The last remaining programming license under this agreement expired in January 2019. The second agreement was entered into in June 2015 to license 80 hours of programming content for various three-year license terms for a one-time fee of €45,700. To date, no programming content has been provided, and the license fee has not been paid, pursuant to the agreement. We believe that Sky conducted its licensing activity in compliance with applicable laws and that the licenses are for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.

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ITEM 6: EXHIBITS
Comcast
Exhibit
No.
 
Description
 
Form of Restricted Stock Unit Award and Long-Term Incentive Awards Summary Schedule under the Comcast Corporation 2002 Restricted Stock Plan.
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
 
The following financial statements from Comcast Corporation’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income; (ii) the Condensed Consolidated Statement of Comprehensive Income; (iii) the Condensed Consolidated Statement of Cash Flows; (iv) the Condensed Consolidated Balance Sheet; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.
*
 
Constitutes a management contract or compensatory plan or arrangement.
NBCUniversal
Exhibit
No.
 
Description
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
 
The following financial statements from NBCUniversal Media, LLC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income; (ii) the Condensed Consolidated Statement of Comprehensive Income; (iii) the Condensed Consolidated Statement of Cash Flows; (iv) the Condensed Consolidated Balance Sheet; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.

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SIGNATURES
Comcast
Pursuant to the requirements 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.
 
 
COMCAST CORPORATION
 
 
By: 
 
/s/ DANIEL C. MURDOCK
 
 
Daniel C. Murdock
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Date: April 25, 2019
NBCUniversal
Pursuant to the requirements 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.
 
 
NBCUNIVERSAL MEDIA, LLC
 
 
By:
 
/s/ DANIEL C. MURDOCK
 
 
Daniel C. Murdock
Senior Vice President
(Principal Accounting Officer)
Date: April 25, 2019


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NBCUniversal Media, LLC Financial Statements
Index
Page


44
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NBCUniversal Media, LLC

Condensed Consolidated Statement of Income
(Unaudited) 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Revenue
$
8,345

 
$
9,530

Costs and Expenses:
 
 
 
Programming and production
3,434

 
4,573

Other operating and administrative
1,882

 
1,972

Advertising, marketing and promotion
682

 
700

Depreciation
243

 
242

Amortization
272

 
268

Total costs and expenses
6,513

 
7,755

Operating income
1,832

 
1,775

Interest expense
(131
)
 
(127
)
Investment and other income (loss), net
240

 
(4
)
Income before income taxes
1,941

 
1,644

Income tax expense
(103
)
 
(91
)
Net income
1,838

 
1,553

Less: Net income attributable to noncontrolling interests
54

 
40

Net income attributable to NBCUniversal
$
1,784

 
$
1,513

See accompanying notes to condensed consolidated financial statements.


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NBCUniversal Media, LLC

Condensed Consolidated Statement of Comprehensive Income
(Unaudited) 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Net income
$
1,838

 
$
1,553

Deferred gains (losses) on cash flow hedges, net
(1
)
 
(13
)
Employee benefit obligations, net
(2
)
 
(4
)
Currency translation adjustments, net
(19
)
 
204

Comprehensive income
1,816

 
1,740

Less: Net income attributable to noncontrolling interests
54

 
40

Less: Other comprehensive income (loss) attributable to noncontrolling interests
10

 
4

Comprehensive income attributable to NBCUniversal
$
1,752

 
$
1,696

See accompanying notes to condensed consolidated financial statements.

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NBCUniversal Media, LLC

Condensed Consolidated Statement of Cash Flows
(Unaudited) 
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Operating Activities
 
 
 
Net income
$
1,838

 
$
1,553

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
515

 
510

Net (gain) loss on investment activity and other
(164
)
 
24

Deferred income taxes
9

 
1

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
 
 
 
Current and noncurrent receivables, net
25

 
(200
)
Film and television costs, net
17

 
(47
)
Accounts payable and accrued expenses related to trade creditors
(86
)
 
(24
)
Other operating assets and liabilities
(503
)
 
(551
)
Net cash provided by operating activities
1,651

 
1,266

Investing Activities
 
 
 
Capital expenditures
(453
)
 
(269
)
Cash paid for intangible assets
(71
)
 
(130
)
Note receivable from Comcast
(870
)
 
—

Construction of Universal Beijing Resort
(220
)
 
(42
)
Purchases of investments
(323
)
 
(133
)
Other
28

 
(71
)
Net cash provided by (used in) investing activities
(1,909
)
 
(645
)
Financing Activities
 
 
 
Proceeds from borrowings
285

 
10

Repurchases and repayments of debt
(56
)
 
(55
)
Proceeds from (repayments of) borrowings from Comcast, net
14

 
(547
)
Distributions to member
(238
)
 
(195
)
Distributions to noncontrolling interests
(69
)
 
(62
)
Other
(6
)
 
107

Net cash provided by (used in) financing activities
(70
)
 
(742
)
Increase (decrease) in cash, cash equivalents and restricted cash
(328
)
 
(121
)
Cash, cash equivalents and restricted cash, beginning of period
1,464

 
2,377

Cash, cash equivalents and restricted cash, end of period
$
1,136

 
$
2,256

See accompanying notes to condensed consolidated financial statements.


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Condensed Consolidated Balance Sheet
(Unaudited)
(in millions)
March 31,
2019
 
December 31,
2018
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
1,114

 
$
1,444

Receivables, net
7,270

 
7,293

Programming rights
1,303

 
1,323

Note receivable from Comcast
2,925

 
2,054

Other current assets
1,185

 
1,133

Total current assets
13,797

 
13,247

Film and television costs
7,302

 
7,292

Investments
2,067

 
1,680

Property and equipment, net of accumulated depreciation of $5,203 and $4,994
13,767

 
13,189

Goodwill
24,078

 
24,118

Intangible assets, net of accumulated amortization of $8,861 and $8,590
13,532

 
13,666

Other noncurrent assets, net
3,454

 
1,822

Total assets
$
77,997

 
$
75,014

Liabilities and Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable and accrued expenses related to trade creditors
$
1,954

 
$
1,933

Accrued participations and residuals
1,739

 
1,808

Program obligations
856

 
965

Deferred revenue
1,331

 
1,118

Accrued expenses and other current liabilities
1,925

 
2,195

Note payable to Comcast
68

 
54

Current portion of long-term debt
138

 
151

Total current liabilities
8,011

 
8,224

Long-term debt, less current portion
13,003

 
12,731

Accrued participations, residuals and program obligations
1,672

 
1,712

Other noncurrent liabilities
6,635

 
5,177

Commitments and contingencies

 

Redeemable noncontrolling interests
382

 
389

Equity:

 
 
Member’s capital
47,164

 
45,618

Accumulated other comprehensive income (loss)
222

 
254

Total NBCUniversal member’s equity
47,386

 
45,872

Noncontrolling interests
908

 
909

Total equity
48,294

 
46,781

Total liabilities and equity
$
77,997

 
$
75,014

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statement of Changes in Equity
(Unaudited)
(in millions)
Redeemable
Noncontrolling
Interests
 
Member’s
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interests
 
Total Equity
Balance, December 31, 2017
$
409

 
$
42,148

 
$
(20
)
 
$
913

 
$
43,041

Cumulative effects of adoption of accounting standards
 
 
(232
)
 
232

 
 
 
—

Dividends declared
 
 
(195
)
 
 
 
 
 
(195
)
Contributions from (distributions to) noncontrolling interests, net
(17
)
 
 
 
 
 
346

 
346

Other comprehensive income (loss)
 
 
 
 
184

 
4

 
188

Other
 
 
(6
)
 
 
 
(4
)
 
(10
)
Net income (loss)
13

 
1,513

 
 
 
27

 
1,540

Balance, March 31, 2018
$
405

 
$
43,228

 
$
396

 
$
1,286

 
$
44,910

Balance, December 31, 2018
$
389

 
$
45,618

 
$
254

 
$
909

 
$
46,781

Dividends declared
 
 
(238
)
 
 
 
 
 
(238
)
Contributions from (distributions to) noncontrolling interests, net
(23
)
 
 
 
 
 
(46
)
 
(46
)
Other comprehensive income (loss)
 
 
 
 
(32
)
 
10

 
(22
)
Other
 
 
 
 
 
 
(3
)
 
(3
)
Net income (loss)
16

 
1,784

 
 
 
38

 
1,822

Balance, March 31, 2019
$
382

 
$
47,164

 
$
222

 
$
908

 
$
48,294

See accompanying notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
Basis of Presentation
Unless indicated otherwise, throughout these notes to the condensed consolidated financial statements, we refer to NBCUniversal and its consolidated subsidiaries as “we,” “us” and “our.” We have prepared these unaudited condensed consolidated financial statements based on SEC rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, cash flows and financial condition for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2018 Annual Report on Form 10-K and the notes within this Form 10-Q.
See Note 6 for a discussion of the effects of the adoption of new accounting pronouncements on our condensed consolidated financial statements.
Note 2: Segment Information
We present our operations in four reportable business segments:
Our Cable Networks segment consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content, our regional sports and news networks, our international cable networks, our cable television studio production operations, and various digital properties.
Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and various digital properties.
Our Filmed Entertainment segment consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide; our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, along with a consortium of Chinese state-owned companies, we are developing a Universal theme park and resort in Beijing, China.
We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to NBCUniversal excluded from Adjusted EBITDA are not separately evaluated. To be consistent with our current management reporting presentation, 2018 operating results were reclassified related to certain NBCUniversal businesses now presented in Headquarters and Other. Our financial data by business segment is presented in the tables below.
 
Three Months Ended March 31, 2019
(in millions)
Revenue
Adjusted EBITDA(c)
Depreciation and Amortization
Capital
Expenditures
Cash Paid for Intangible Assets
Cable Networks
$
2,868

$
1,262

$
182

$
6

$
2

Broadcast Television
2,467

387

39

13

3

Filmed Entertainment
1,768

364

19

4

5

Theme Parks
1,276

498

162

394

19

Headquarters and Other(a)
51

(164
)
113

36

42

Eliminations(b)
(85
)
—

—

—

—

Total
$
8,345

$
2,347

$
515

$
453

$
71

 

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Three Months Ended March 31, 2018
(in millions)
Revenue
Adjusted EBITDA(c)
Depreciation and Amortization
Capital
Expenditures
Cash Paid for Intangible Assets
Cable Networks(d)
$
3,157

$
1,254

$
189

$
3

$
4

Broadcast Television(d)
3,497

507

34

30

72

Filmed Entertainment
1,647

203

28

7

6

Theme Parks
1,281

495

155

182

16

Headquarters and Other(a)
51

(174
)
104

47

32

Eliminations(b)(d)
(103
)
—

—

—

—

Total
$
9,530

$
2,285

$
510

$
269

$
130

(a)
Headquarters and Other activities include costs associated with overhead, allocations, personnel costs and headquarter initiatives.
(b)
Included in Eliminations are transactions that our segments enter into with one another, which consisted primarily of the licensing of film and television content from our Filmed Entertainment and Broadcast Television segments to our Cable Networks segment; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third party revenue.
(c)
We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to NBCUniversal before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Adjusted EBITDA
$
2,347

 
$
2,285

Depreciation
(243
)
 
(242
)
Amortization
(272
)
 
(268
)
Interest expense
(131
)
 
(127
)
Investment and other income (loss), net
240

 
(4
)
Income before income taxes
$
1,941

 
$
1,644

(d)
The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in our Cable Networks and Broadcast Television segments. The revenue and operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in our Broadcast Television segment. Included in Eliminations are transactions relating to these events that our Broadcast Television and Cable Networks segments enter into with our other segments.

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Note 3: Revenue
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Distribution
$
1,735

 
$
1,861

Advertising
852

 
977

Content licensing and other
281

 
319

Total Cable Networks
2,868

 
3,157

 
 
 
 
Advertising
1,317

 
2,365

Content licensing
560

 
522

Distribution and other
590

 
610

Total Broadcast Television
2,467

 
3,497

 
 
 
 
Theatrical
445

 
423

Content licensing
817

 
733

Home entertainment
267

 
248

Other
239

 
243

Total Filmed Entertainment
1,768

 
1,647

 
 
 
 
Total Theme Parks
1,276

 
1,281

Headquarters and Other
51

 
51

Eliminations(a)
(85
)
 
(103
)
Total revenue
$
8,345

 
$
9,530

(a)
Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions.
We operate primarily in the United States, but also in select international markets primarily in Europe and Asia. The table below summarizes revenue by geographic location.
 
Three Months Ended
March 31
(in millions)
2019
 
2018
United States
$
6,623

 
$
7,654

Foreign
1,722

 
1,876

Total revenue
$
8,345

 
$
9,530

No single customer accounted for a significant amount of revenue in any period presented.
Condensed Consolidated Balance Sheet
The following tables summarize our accounts receivable and other balances that are not separately presented in our condensed consolidated balance sheet that relate to the recognition of revenue and collection of the related cash.
(in millions)
March 31,
2019
 
December 31,
2018
Receivables, gross
$
7,376

 
$
7,392

Less: Allowance for doubtful accounts
106

 
99

Receivables, net
$
7,270

 
$
7,293

(in millions)
March 31,
2019
 
December 31,
2018
Noncurrent receivables, net (included in other noncurrent assets, net)
$
1,185

 
$
1,180

Noncurrent deferred revenue (included in other noncurrent liabilities)
$
568

 
$
481


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Note 4: Long-Term Debt
As of March 31, 2019, our debt, excluding our revolving credit agreement with Comcast, had a carrying value of $13.1 billion and an estimated fair value of $13.7 billion. The estimated fair value of our publicly traded debt was primarily based on Level 1 inputs that use quoted market values 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.
For the three months ended March 31, 2019, Universal Beijing Resort borrowed $222 million under its debt financing agreement to fund the construction of a Universal theme park and resort in Beijing, China (see Note 5).
For the three months ended March 31, 2019, we repaid $45 million of Universal Studios Japan term loans maturing 2022.
Guarantee Structure
We, Comcast and a 100% owned cable holding company subsidiary of Comcast (“CCCL Parent”) have fully and unconditionally guaranteed each other’s debt securities, including the $7.6 billion Comcast revolving credit facility due 2021. As of March 31, 2019, $84.6 billion principal amount of outstanding debt securities of Comcast and CCCL Parent were subject to the cross-guarantee structure.
We do not, however, guarantee the obligations of NBCUniversal Enterprise with respect to its $3.0 billion aggregate principal amount of senior notes, its revolving credit facility, its commercial paper program, nor its $725 million liquidation preference of Series A cumulative preferred stock.
The Universal Studios Japan term loans are not subject to the cross-guarantee structure, however they have a separate guarantee from Comcast.
The Universal Beijing Resort term loans are not guaranteed.
Note 5: Significant Transactions
Universal Beijing Resort
We entered into an agreement with a consortium of Chinese state-owned companies to build and operate a Universal theme park and resort in Beijing, China (“Universal Beijing Resort”). We own a 30% interest in Universal Beijing Resort and the construction is being funded through a combination of debt financing and equity contributions from the investors in accordance with their equity interests. The debt financing, which is being provided by a syndicate of Chinese financial institutions, contains certain financial and operating covenants and a maximum borrowing limit of ¥26.6 billion RMB (approximately $4 billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. As of March 31, 2019, Universal Beijing Resort had $815 million principal amount of term loans outstanding under the debt financing agreements.
We have concluded that Universal Beijing Resort is a variable interest entity based on its governance structure, and we consolidate it because we have the power 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 condensed 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 our investing partner are included in other financing activities.
In March 2018, Universal Beijing Resort received initial equity investments through a combination of cash and noncash contributions from the investors. As of March 31, 2019, our condensed consolidated balance sheet included assets, primarily property and equipment, and liabilities, including the term loans, of Universal Beijing Resort totaling $1.8 billion and $1.3 billion, respectively.
Note 6: Recent Accounting Pronouncements
Leases
In February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees to recognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019 on a prospective basis and as a result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within the new standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.
Upon adoption, we recorded approximately $1.7 billion and $1.8 billion of operating lease assets and liabilities, respectively, which includes the impact of fair value adjustments, prepaid rent and lease incentives. The adoption of the updated accounting guidance did not impact our recognition of finance leases, which were previously described as capital leases. As of the date of adoption, our

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liabilities for finance leases were $332 million, which were recorded in long-term debt, and the related assets were recorded in property and equipment, net. Our finance leases were not considered material for further disclosure. The adoption of the new accounting guidance did not have a material impact on our consolidated results of operations or cash flows. See Note 9 for further information.
Film and Television Costs
In March 2019, the FASB updated the accounting guidance related to film and television costs. The updated guidance aligns the accounting for production costs of episodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updated guidance also updates certain presentation and disclosure requirements for capitalized film and television costs, and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominately monetized with other owned or licensed content. The updated guidance is effective for us as of January 1, 2020 and early adoption is permitted. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements, however we do not expect there to be a material impact on our consolidated results of operations or cash flows.
Note 7: Film and Television Costs
(in millions)
March 31,
2019
 
December 31,
2018
Film Costs:
 
 
 
Released, less amortization
$
1,544

 
$
1,600

Completed, not released
40

 
144

In production and in development
1,267

 
1,063

 
2,851

 
2,807

Television Costs:
 
 
 
Released, less amortization
2,296

 
2,161

In production and in development
820

 
953

 
3,116

 
3,114

Programming rights, less amortization
2,638

 
2,694

 
8,605

 
8,615

Less: Current portion of programming rights
1,303

 
1,323

Film and television costs
$
7,302

 
$
7,292

Note 8: Investments
Investment and Other Income (Loss), Net
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Equity in net income (losses) of investees, net
$
(120
)
 
$
(100
)
Realized and unrealized gains (losses) on equity securities, net
161

 
37

Other income (loss), net
199

 
59

Investment and other income (loss), net
$
240

 
$
(4
)
(in millions)
March 31,
2019
 
December 31,
2018
Equity method
$
831

 
$
707

Marketable equity securities
324

 
162

Nonmarketable equity securities
912

 
811

Total investments
$
2,067

 
$
1,680

Equity Method
Hulu
For the three months ended March 31, 2019 and 2018, we recognized our proportionate share of Hulu’s losses of $141 million and $131 million, respectively, in equity in net income (losses) of investees, net. For the three months ended March 31, 2019 and 2018, we made cash capital contributions to Hulu totaling $233 million and $114 million, respectively. As of March 31, 2019 and December 31, 2018, our investment in Hulu was $341 million and $248 million, respectively.

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In August 2016, Time Warner Inc. acquired a 10% interest in Hulu, which diluted our interest in Hulu from 33% to 30%. Given the contingent nature of put and call options related to its shares, we recorded a deferred gain as a result of the dilution. In the first quarter of 2019, the put and call options expired unexercised and we recognized the previously deferred gain of $159 million in other income (loss), net.
The Weather Channel
In March 2018, we sold our investment in The Weather Channel cable network and recognized a pretax gain of $64 million in other income (loss), net.
Marketable Equity Securities
Snap
For the three months ended March 31, 2019 and 2018, we recognized unrealized gains of $162 million and $37 million, respectively, in realized and unrealized gains (losses) on equity securities, net related to our investment in Snap. As of March 31, 2019 and December 31, 2018, our investment in Snap was $324 million and $162 million, respectively.
Note 9: Supplemental Financial Information
Leases
Our leases consist primarily of real estate and 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. Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in our condensed consolidated statement of income for the three months ended March 31, 2019 were $111 million. These amounts do not include lease costs associated with production activities or other amounts capitalized in our condensed consolidated balance sheet, which are not material.
The table below summarizes the operating lease assets and liabilities recorded in our condensed consolidated balance sheet.
Condensed Consolidated Balance Sheet
(in millions)
March 31,
2019
Other noncurrent assets, net
$
1,599

Accrued expenses and other current liabilities
$
177

Other noncurrent liabilities
$
1,525

The table below summarizes our future minimum rental commitments for operating leases as of March 31, 2019 applying the new accounting guidance.
(in millions)
March 31,
2019
Remaining nine months of 2019
$
175

2020
243

2021
210

2022
176

2023
152

Thereafter
1,397

Total future minimum lease payments
2,353

Less: imputed interest
651

Total liability
$
1,702

The weighted average remaining lease term for operating leases and the weighted average discount rate used to calculate our operating lease liabilities as of March 31, 2019 were 15 years and 4.03%, respectively.

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For the three months ended March 31, 2019, cash payments for operating leases recorded in the condensed consolidated balance sheet were $64 million. Leases that have not yet commenced and lease assets and liabilities associated with leases entered into during the period were not material.
The tables below summarize our future minimum rental commitments for operating leases as of December 31, 2018 and rent expense for operating leases for the three months ended March 31, 2018 using the accounting guidance in effect at that time.
(in millions)
December 31,
2018
2019
$
248

2020
$
232

2021
$
199

2022
$
168

2023
$
144

Thereafter
$
1,380

 
 
(in millions)
Three Months Ended
March 31, 2018
Rental expense
$
69

Cash Payments for Interest and Income Taxes
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Interest
$
35

 
$
51

Income taxes
$
118

 
$
173

Noncash Activities
During the three months ended March 31, 2019, we acquired $633 million of property and equipment and intangible assets that were accrued but unpaid.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts reported in our condensed consolidated statement of cash flows.
(in millions)
March 31,
2019
 
December 31,
2018
Cash and cash equivalents
$
1,114

 
$
1,444

Restricted cash included in other noncurrent assets, net
22

 
20

Cash, cash equivalents and restricted cash, end of period
$
1,136

 
$
1,464

Accumulated Other Comprehensive Income (Loss)
(in millions)
March 31,
2019
 
March 31,
2018
Deferred gains (losses) on cash flow hedges
$
11

 
$
(3
)
Unrecognized gains (losses) on employee benefit obligations
138

 
122

Cumulative translation adjustments
73

 
277

Accumulated other comprehensive income (loss)
$
222

 
$
396

Note 10: Related Party Transactions
In the ordinary course of our business, we enter into transactions with Comcast.
We generate revenue from Comcast primarily from the distribution of our cable network programming, the fees received under retransmission consent agreements in our Broadcast Television segment and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to advertising and various support services provided by Comcast to us.

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Comcast is also the counterparty to one of our contractual obligations. As of March 31, 2019, the carrying value of the liability associated with this contractual obligation was $383 million.
The following tables present transactions with Comcast and its consolidated subsidiaries that are included in our condensed consolidated financial statements.
Condensed Consolidated Statement of Income
 
Three Months Ended
March 31
(in millions)
2019
 
2018
Transactions with Comcast and Consolidated Subsidiaries
 
 
 
Revenue
$
604

 
$
594

Total costs and expenses
$
(65
)
 
$
(61
)
Interest expense and investment and other income (loss), net
$
8

 
$
(23
)
Condensed Consolidated Balance Sheet
(in millions)
March 31,
2019
 
December 31,
2018
Transactions with Comcast and Consolidated Subsidiaries
 
 
 
Receivables, net
$
477

 
$
464

Note receivable from Comcast
$
2,925

 
$
2,054

Film and television costs
$
25

 
$
27

Accounts payable and accrued expenses related to trade creditors
$
68

 
$
78

Accrued expenses and other current liabilities
$
51

 
$
32

Note payable to Comcast
$
68

 
$
54

Long-term debt
$
763

 
$
701

Other noncurrent liabilities
$
417

 
$
410

Share-Based Compensation
Comcast maintains share-based compensation plans that consist primarily of awards of restricted share units and stock options to certain employees and directors as part of its approach to long-term incentive compensation. Additionally, through its employee stock purchase plans, employees are able to purchase shares of Comcast common stock at a discount through payroll deductions. Certain of our employees participate in these plans and the expense associated with their participation is settled in cash with Comcast. For the three months ended March 31, 2019 and 2018, we recognized share-based compensation expense of $39 million and $32 million, respectively.

57
Exhibit
Exhibit 10.1


FORM OF COMCAST CORPORATION
RESTRICTED STOCK UNIT AWARD
This is a Restricted Stock Unit Award (the “Award”) dated ________from Comcast Corporation (the “Company”) to the Grantee. The vesting of Restricted Stock Units is conditioned on the Grantee’s continuation in service from the Date of Grant through each applicable Vesting Date, and on the Company’s attainment of certain performance objectives, as further provided in this Award.
1.Definitions. Capitalized terms used herein are defined below or, if not defined below, 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 (a) to which Deferred Stock Units are deemed credited and (b) 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)“Adjusted EBITDA” means Adjusted EBITDA as reported by the Company in reports as filed with or furnished to the Securities and Exchange Commission, adjusted to exclude the results of operations attributable to any new business initiatives as may be designated by the Committee, provided that with respect to any Performance Goal applicable to this Award, the Committee may adjust Adjusted EBITDA for the prior calendar year and the year to which the performance condition applies to take into account the impact of (i) any transaction or other nonrecurring income or expense item such that the measurement of Adjusted EBITDA for the year to which the performance condition applies is comparable to that for the prior calendar year and (ii) changes in foreign currency exchange rates on subsidiaries operating in currencies other than United States dollars such that the measurement of Adjusted EBITDA is based on exchange rates that are comparable to those used in the determination of the Performance Goal.
(c)“Award” means the award of Restricted Stock Units hereby granted.
(d)“Board” means the Board of Directors of the Company.
(e)“Cause” means (i) fraud; (ii) misappropriation; (iii) embezzlement; (iv) gross negligence in the performance of duties; (v) self-dealing; (vi) dishonesty; (vii) misrepresentation; (viii) conviction of a crime of a felony; (ix) material violation of any Company policy; (x) material violation of the Company’s Code of Ethics and Business Conduct or, (xi) in the case of an employee of a Company who is a party to an employment agreement with a Company, material breach of such agreement; provided that as to items (ix), (x) and (xi), if capable of being cured, such event or condition remains uncured following 30 days written notice thereof.
(f)“Code” means the Internal Revenue Code of 1986, as amended.
(g)“Committee” means the Compensation Committee of the Board or its delegate.
(h)“Date of Grant” means the date first set forth above, on which the Company awarded the Restricted Stock Units.
(i)“Deferred Stock Units” means the number of hypothetical Shares subject to an Election.
(j)“Disabled Grantee” means:
(1)Grantee, if Grantee’s employment by a Participating Company terminates by reason of Disability; or
(2)Grantee’s duly-appointed legal guardian following Grantee’s termination of employment by reason of Disability, acting on Grantee’s behalf.



(k)“Employer” means the Company or the subsidiary or affiliate of the Company for which Grantee is performing services on the Vesting Date.
(l)“Grantee” means the individual to whom this Award has been granted as identified on the attached Long-Term Incentive Awards Summary Schedule.
(m)“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
(n)“Long-Term Incentive Awards Summary Schedule” means the schedule attached hereto, which sets forth specific information relating to the grant and vesting of this Award.
(o)“Normal Retirement” means Grantee’s termination of employment that is treated by the Participating Company as a retirement under its employment policies and practices as in effect from time to time.
(p)“Performance Goal” means each of the following Tiered Performance Goals:
(1)     The Tier One Performance Goal is achieved if Adjusted EBITDA for a calendar year is at least ___ percent of Adjusted EBITDA for the immediately preceding calendar year;
(2)     The Tier Two Performance Goal is achieved if Adjusted EBITDA for a calendar year is at least ___percent of Adjusted EBITDA for the immediately preceding calendar year;
(3)     The Tier Three Performance Goal is achieved if Adjusted EBITDA for a calendar year is at least ___ percent of Adjusted EBITDA for the immediately preceding calendar year;
(4) The Tier Four Performance Goal or Target Performance Goal is achieved if Adjusted EBITDA for a calendar year is at least ___percent but not more than ___percent of Adjusted EBITDA for the immediately preceding calendar year
(5)The Tier Five Performance Goal is achieved if Adjusted EBITDA for a calendar year is ___percent or more of Adjusted EBITDA for the immediately preceding calendar year.    
(q)“Plan” means the Comcast Corporation 2002 Restricted Stock Plan, incorporated herein by reference.
(r)“Restricted Period” means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the Vesting Date.
(s)“Restricted Stock Units” means the total number of restricted stock units granted to Grantee pursuant to this Award as set forth on the attached Long-Term Incentive Awards Summary Schedule. Each Restricted Stock Unit entitles Grantee, upon the Vesting Date of such Restricted Stock Unit, to receive one Share.
(t) “Retired Grantee” means Grantee, following Grantee’s termination of employment pursuant to a Normal Retirement.
(u)“Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.
(v)“Shares” mean shares of the Company’s Class A Common Stock, par value $.01 per share.
(w)“Vesting Date” means the date(s) on which Grantee vests in all or a portion of the Restricted Stock Units, as set forth on the attached Long-Term Incentive Awards Summary Schedule. A “Scheduled Vesting Date” is a date referenced on the Long-Term Incentive Awards Summary Schedule on which Grantee may vest in all or a portion of the Restricted Stock Units if all the conditions to such vesting are satisfied.
(x)“1934 Act” means the Securities Exchange Act of 1934, as amended.
2.Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Stock Units.



3.Dividend Equivalents.
(a)The Restricted 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 Restricted 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 only upon the applicable Vesting Date(s) of the underlying Restricted Stock Units as determined in accordance with Paragraph 4 below, and will be cancelled and forfeited if the underlying Restricted Stock Units are cancelled or forfeited as determined in accordance with Paragraph 5 below.
4.Vesting of Restricted Stock Units.
(a)Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Restricted Stock Units on the Vesting Dates set forth on the attached Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided, however, that on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary Company during the Restricted Period, provided further that the applicable Performance Goal as set forth on the attached Long-Term Incentive Awards Summary Schedule has been satisfied, and provided further that Grantee has complied with all applicable provisions of the HSR Act.
(b)Notwithstanding Paragraph 4(a) to the contrary, if Grantee’s employment with the Company or a Subsidiary Company terminates during the Restricted Period due to (i) Grantee’s death or (ii) Grantee becoming a Disabled Grantee within the meaning of Paragraph 1(j)(1), the Vesting Date for the Restricted Stock Units shall be accelerated so that a Vesting Date will be deemed to occur with respect to the Restricted Stock Units on the date of such termination of employment; provided, however, that Grantee has complied with all applicable provisions of the HSR Act.
(c)Notwithstanding Paragraphs 4(a) to the contrary, and subject to the non-solicitation or non-competition obligations described in Paragraph 4(d), if Grantee’s employment with the Company or a Subsidiary Company terminates during the Restricted Period for any reason other than (i) Grantee’s death, (ii) Grantee becoming a Disabled Grantee within the meaning of Paragraph 1(j)(1) or (iii) a Company-initiated termination for Cause, after having attained age 62 and completing ten (10) or more years of service with the Company or a Subsidiary Company, the following shall apply, provided further that the applicable Performance Goal as set forth on the attached Long-Term Incentive Awards Summary Schedule has been satisfied, and provided further that Grantee has complied with all applicable provisions of the HSR Act:
(1)If, at the time of such termination of employment, Grantee has completed at least ten (10) but less than fifteen (15) years of service with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the third (3rd) anniversary of such termination of employment shall continue to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date Grantee shall be entitled to the delivery of Shares with respect to such Restricted Stock Units.
(2)If, at the time of such termination of employment, Grantee has completed at least fifteen (15) but less than twenty (20) years of service with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the fourth (4th) anniversary of such termination of employment shall continue to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units.
(3)If, at the time of such termination of employment, such Grantee has completed twenty (20) or more years of services with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the fifth (5th)



anniversary of such termination of employment shall continue to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units.
(d)Notwithstanding Paragraph 4(c), the Restricted Stock Units will be subject to forfeiture by the Committee, in its sole discretion, if Grantee breaches either of the following non-solicitation or non-competition obligations during the period following termination of employment and before the applicable Vesting Date:
(1)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 to cease to do business or to terminate the employment or other relationship with the Company.
(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 Restricted Stock Units would have vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraphs 4(b) or 4(c), but did not vest solely because Grantee was not in compliance with all applicable provisions of the HSR Act, the Vesting Date for such Restricted Stock Units shall occur on the first date following the date on which they would have vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraphs 4(b) or 4(c) on which Grantee has complied with all applicable provisions of the HSR Act.
5.Forfeiture of Restricted Stock Units.
(a)Subject to the terms and conditions set forth herein and in the Plan, if Grantee’s employment with the Company and all Subsidiaries terminates during the Restricted Period, other than due to death or Disability and except as otherwise provided in Paragraph 4(c), Grantee shall forfeit the Restricted Stock Units as of such termination of employment. Upon a forfeiture of the Restricted Stock Units as provided in this Paragraph 5, the Restricted Stock Units shall be deemed canceled.
(b)The provisions of this Paragraph 5 shall not apply to Shares issued in respect of Restricted Stock Units as to which a Vesting Date has occurred.
6.Deferral Elections.
Grantee may elect to defer the receipt of Shares issuable with respect to Restricted Stock Units, consistent, however, with the following:



(a)Initial Elections. Grantee shall have the right to make an Initial Election to defer the receipt of all or a portion of the Shares issuable with respect to Restricted Stock Units hereby granted by filing an Initial Election to defer the receipt of such Shares on the form provided by the Committee for this purpose.
(1)     Deadline for Deferral Election. An Initial Election to defer the receipt of Shares issuable with respect to Restricted Stock Units hereby granted shall not be effective unless it is filed with the Committee on or before ________.
(2)Deferral Period. Subject to Paragraph 6(c), all Shares issuable with respect to Restricted Stock Units that are subject to an Initial 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 8), 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 eleventh calendar year beginning after the Vesting Date.
(3)Effect of Failure of Vesting Date to Occur. An Initial Election shall be null and void if a Vesting Date does not occur with respect to Restricted Stock Units identified in such Initial Election.
(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 Election by filing a Regular Deferral Election to defer the receipt of such Shares on the form provided by the Committee for this purpose.
(1)Deadline for Deferral Election. A Regular Deferral Election to defer the receipt of Shares issuable with respect to Restricted Stock Units hereby granted shall not be effective unless it is filed with the Committee:
(a)     For Restricted Stock Units with a Scheduled Vesting Date of ________, on or before ________;
(b)     For Restricted Stock Units with a Scheduled Vesting Date of ________, on or before ________;
(c)     For Restricted Stock Units with a Scheduled Vesting Date of ________, on or before ________;
(d)     For Restricted Stock Units with a Scheduled Vesting Date of ________, on or before ________;
(e)     For Restricted Stock Units with a Scheduled Vesting Date of ________, on or before ________.
(2)Deferral Period. If Grantee makes a Regular Deferral Election to defer the distribution date for Shares issuable with respect to some or all of the Restricted Stock Units hereby granted, Grantee may elect to defer the distribution date for a minimum of five years and a maximum of ten additional years from the Scheduled Vesting Date.
(3)Effect of Failure of Vesting Date to Occur. A Regular Deferral Election shall be null and void if a Vesting Date does not occur with respect to Restricted Stock Units identified in such Initial Election.
(c)Subsequent Elections. No Subsequent Election shall be effective until 12 months after the date on which a Subsequent Election is filed with the Committee.
(1)If Grantee makes an Initial Election, a Regular Deferral Election or pursuant to this Paragraph 6(c)(1) makes a Subsequent Election to defer the distribution date for Shares issuable with respect to some or all of the Restricted Stock Units hereby granted, Grantee may elect to defer the distribution date for a minimum of five years and a maximum of ten additional years from the



previously-elected distribution date by filing a Subsequent 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 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 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 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 becomes a Retired Grantee before Shares subject to an Initial Election under Paragraph 6(a) are to be delivered, Grantee may make a Subsequent Election to defer all or any portion of such Shares for five additional years from the date delivery of Shares would otherwise be made. Such a Subsequent 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 Election. Deferred Stock Units shall be credited to the Account as of the Date an Initial 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 Election, Subsequent Election or Acceleration 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 Election, Subsequent Election or Acceleration 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.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. 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.
8.Securities Laws. The Committee may from time to time impose any conditions on the Shares issuable with respect to Restricted Stock Units as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.
9.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 Restricted 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 issuable



under the Plan 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 8, 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 times the Fair Market Value of a Share on the Vesting Date, as determined by the Committee.
(b)Repayment. 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 Restricted Stock Units, or to effect the cancellation of unvested Restricted 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 9(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.
10.Section 409A. Notwithstanding the above, to the extent that any Restricted Stock Units are determined by the Company to be “nonqualified deferred compensation” under section 409A of the Code and its implementing regulations and guidance and Shares become deliverable with respect to such Restricted Stock Units as a result of the 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, Shares that would otherwise become deliverable upon the Grantee’s “separation from service” will be deferred (without interest) and issued to the Grantee immediately following that six month period.
11.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 or affiliate of the Company.
12.Miscellaneous.
(a)The Award granted hereunder is subject to the approval of the Plan by the shareholders of the Company to the extent that such approval (i) is required pursuant to the By-Laws of the National Association of Securities Dealers, Inc., and the schedules thereto, in connection with issuers whose securities are included in the NASDAQ National Market System, or (ii) is required to satisfy the conditions of Rule 16b-3.
(b)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.
(c)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.



 
COMCAST CORPORATION
 


BY:
            
 


ATTEST:
            




FORM OF LONG-TERM INCENTIVE AWARDS SUMMARY SCHEDULE
This Long-Term Incentive Awards Summary Schedule (this “Schedule”) provides certain information related to the [Restricted Stock Units] you were granted by Comcast Corporation on ________ (the “Date of Grant”). This Schedule is intended to be, and shall at all times be interpreted as, a part of your Comcast Corporation Non-Qualified Option Award document and your Comcast Corporation Restricted Stock Unit Award document.
Restricted Stock Unit Award
Grantee:
____________________
Date of Grant:
________
Common Stock:
Comcast Corporation Class A Common Stock
Number of Restricted Stock Units Granted:

[__]% at Tier Four Performance Goal (the “Target Performance Goal”)

[__]% at Tier Five Performance Goal
_____ RSUs
[__]% of the Restricted Stock Units, determined at the Target Performance Goal.
_____ RSUs
[__]% of the Restricted Stock Units, determined at the Target Performance Goal.
_____ RSUs
[__]% of the Restricted Stock Units, determined at the Target Performance Goal.
_____ RSUs
[__]% of the Restricted Stock Units, determined at the Target Performance Goal.
_____ RSUs
[__]% of the Restricted Stock Units, determined at the Target Performance Goal.
Interpolation of Vesting Percentages for Achievement Between Tiered Performance Goals
The vesting percentage for any year shall be mathematically interpolated for achievement between:
-- the Tier One Performance Goal ([__]% year over year increase in Adjusted EBITDA) and the Tier Two Performance Goal ([__]% year over year increase in Adjusted EBITDA). The interpolation of vesting shall range from [__]% to [__]%.
-- the Tier Two Performance Goal ([__]% year over year increase in Adjusted EBITDA) and the Tier Three Performance Goal ([__]% year over year increase in Adjusted EBITDA). The interpolation of vesting shall range from [__]% to [__]%.
-- the Tier Three Performance Goal ([__]% year over year increase in Adjusted EBITDA) and the lowest performance level of the Tier Four Performance Goal ([__]% year over year increase in Adjusted EBITDA). The interpolation of vesting shall range from [__]% to [__]%.
-- the highest performance level of the Tier Four Performance Goal ([__]% year over year increase in Adjusted EBITDA) and the Tier Five Performance Goal ([__]% year over year increase in
Adjusted EBITDA). The interpolation of vesting shall range from [__]% to [__]%).

Fractional results shall be rounded to next lower full Share.
Vesting Dates and Vesting Percentages of Restricted Stock Units:
 



(1) _____ RSUs:
On _____:
[__]%, provided that the Tier One Performance Goal is satisfied;
[__]%, provided that the Tier Two Performance Goal is satisfied;
[__]%, provided that the Tier Three Performance Goal is satisfied;
[__]%, provided that the Tier Four Performance Goal is satisfied;
[__]%, provided that the Tier Five Performance Goal is satisfied.
(2) _____ RSUs:
On _____, the greater of the vesting percentage as determined for _____ RSUs, or
[__]%, provided that the Tier One Performance Goal is satisfied;
[__]%, provided that the Tier Two Performance Goal is satisfied;
[__]%, provided that the Tier Three Performance Goal is satisfied;
[__]%, provided that the Tier Four Performance Goal is satisfied;
[__]%, provided that the Tier Five Performance Goal is satisfied.
(3) _____ RSUs:
On _____, the greater of the vesting percentages as determined for _____ RSUs or:
[__]%, provided that the Tier One Performance Goal is satisfied;
[__]%, provided that the Tier Two Performance Goal is satisfied;
[__]%, provided that the Tier Three Performance Goal is satisfied;
[__]%, provided that the Tier Four Performance Goal is satisfied;
[__]%, provided that the Tier Five Performance Goal is satisfied.
 (4) _____RSUs:
On _____, the greater of the vesting percentages as determined for _____ RSUs or
[__]%, provided that the Tier One Performance Goal is satisfied;
[__]%, provided that the Tier Two Performance Goal is satisfied;
[__]%, provided that the Tier Three Performance Goal is satisfied;
[__]%, provided that the Tier Four Performance Goal is satisfied;
[__]%, provided that the Tier Five Performance Goal is satisfied.
(5) _____ RSUs:
On _____, the greater of the vesting percentages as determined for _____ RSUs or
[__]%, provided that the Tier One Performance Goal is satisfied;
[__]%, provided that the Tier Two Performance Goal is satisfied;
[__]%, provided that the Tier Three Performance Goal is satisfied;
[__]%, provided that the Tier Four Performance Goal is satisfied;
[__]%, provided that the Tier Five Performance Goal is satisfied.
Forfeiture of Unvested RSUs:
Notwithstanding anything herein to the contrary, to the extent a Vesting Date for any RSUs has not occurred because of the failure to satisfy an applicable Performance Goal for any year by the applicable Scheduled Vesting Date, such RSUs which have not vested and become nonforfeitable shall immediately and automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee and deemed canceled.





Exhibit

Exhibit 31.1

CERTIFICATIONS
I, Brian L. Roberts, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Comcast Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 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;
3.
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
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)
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
b)
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: April 25, 2019
/s/ BRIAN L. ROBERTS

Name: Brian L. Roberts
Title: Chief Executive Officer






I, Michael J. Cavanagh, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Comcast Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 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;
3.
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
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)
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
b)
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: April 25, 2019
/s/ MICHAEL J. CAVANAGH

Name: Michael J. Cavanagh
Title: Chief Financial Officer





Exhibit

Exhibit 31.2

CERTIFICATIONS
I, Brian L. Roberts, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of NBCUniversal Media, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 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;
3.
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
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)
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
b)
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: April 25, 2019
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
Title: Principal Executive Officer



I, Michael J. Cavanagh, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of NBCUniversal Media, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 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;
3.
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
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)
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
b)
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: April 25, 2019
/s/ MICHAEL J. CAVANAGH
Name: Michael J. Cavanagh
Title: Principal Financial Officer


Exhibit

Exhibit 32.1


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
April 25, 2019
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 Quarterly Report on Form 10-Q 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 Michael J. Cavanagh, the Chief Financial Officer of Comcast Corporation, each certifies that, to the best of his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.
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/ MICHAEL J. CAVANAGH
Name: Michael J. Cavanagh
Title: Chief Financial Officer


Exhibit

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
April 25, 2019
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 Quarterly Report on Form 10-Q of NBCUniversal Media, LLC (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 Principal Executive Officer and Michael J. Cavanagh, the Principal Financial Officer of NBCUniversal Media, LLC, each certifies that, to the best of his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NBCUniversal Media, LLC.
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
Title: Principal Executive Officer
/s/ MICHAEL J. CAVANAGH
Name: Michael J. Cavanagh
Title: Principal Financial Officer