DEF 14A of Comcast Corp, Apr 28, 2017

DEF 14A of Comcast Corp

Filed Apr 28, 2017 · FY20160001193125-17-146838

Open on EDGAR

  1. BOARD OF DIRECTORS: NOMINEES FOR ELECTION

    BOARD OF DIRECTORS: NOMINEES FOR ELECTION

  2. BOARD OF DIRECTORS: NOMINEES FOR ELECTION

    | Director | Age | Director Since | Board Committees | Diversity (Gender/Race) | | Kenneth J. Bacon* | 62 | November 2002 | Governance and Directors Nominating Committee | ✓ | | Madeline S. Bell* | 55 | February 2016 | Audit Committee | ✓ | | Sheldon M. Bonovitz | 79 | March 1979 | Finance Committee | | | Edward D. Breen*(v) | 61 | February 2014 | Audit and Compensation Committees | | | Gerald L. Hassell* | 65 | May 2008 | Compensation, Finance and Governance and Directors Nominating Committees | | | Jeffrey A. Honickman*(v) | 60 | December 2005 | Audit and Governance and Directors Nominating Committees | | | Asuka Nakahara* | 61 | February 2017 | — | ✓ | | David C. Novak* | 64 | December 2016 | Compensation Committee | | | Brian L. Roberts | 57 | March 1988 | — | | | Johnathan A. Rodgers* | 71 | September 2011 | Audit Committee | ✓ |

  3. BOARD OF DIRECTORS: NOMINEES FOR ELECTION

    | Independent Director* |

  4. BOARD OF DIRECTORS: NOMINEES FOR ELECTION

    | Audit Committee Financial Expert(v) |

  5. BOARD OF DIRECTORS: NOMINEES FOR ELECTION

    | 80% of Directors Independent | 5.8 Years Avg. Independent Director Tenure | 40% Board Diversity |

  6. THE BOARD

    | In 2016, we paid Korn Ferry Hay Group approximately $368,000 for services related to executive and director compensation and paid Korn/Ferry International approximately $622,000 for leadership and talent consulting and executive search services. |

  7. COMMITTEES OF OUR BOARD

    COMMITTEES OF OUR BOARD Our Board has four standing committees, each of which has a charter posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com. The table below provides membership and meeting information for each of these committees.

  8. COMMITTEES OF OUR BOARD

    | | Audit Committee | Compensation Committee | Finance Committee | Governance and Directors Nominating Committee | | Kenneth J. Bacon | | | | X | | Madeline S. Bell | X | | | | | Sheldon M. Bonovitz | | | X | | | Edward D. Breen | X(v) | X | | | | Joseph J. Collins(1) | X | X | | Chair | | Gerald L. Hassell | | X | Chair | X | | Jeffrey A. Honickman | Chair(v) | | | X | | Eduardo G. Mestre(1) | X(v) | | X | | | Asuka Nakahara(2) | | | | | | David C. Novak(2) | | X | | | | Johnathan A. Rodgers | X | | | | | Dr. Judith Rodin(1) | X | Chair | | | | Number of Meetings Held in 2016 | 9 | 5 | 2 | 6 |

  9. COMMITTEES OF OUR BOARD

    | Audit Committee Financial Expert(v) |

  10. COMMITTEES OF OUR BOARD

    | Mr. Collins and Dr. Rodin have reached our mandatory retirement age and are not standing for re-election to the Board at the annual meeting, and Mr. Mestre also has informed us that he is not standing for re-election to the Board at the annual meeting.(1) |

  11. COMMITTEES OF OUR BOARD

    | Mr. Novak was appointed to the Compensation Committee in February 2017. Mr. Nakahara was elected to our Board in February 2017 and has not yet been appointed to any committees.(2) |

  12. COMMITTEES OF OUR BOARD

    | Audit Committee | Each member is independent and financially literate for audit committee purposes under NASDAQ Global Select Market rules, and our Board has concluded that Edward D. Breen, Jeffrey A. Honickman and Eduardo G. Mestre qualify as audit committee financial experts. |

  13. COMMITTEES OF OUR BOARD

    | The Audit Committee is responsible for the oversight and evaluation of: |

  14. COMMITTEES OF OUR BOARD

    | • | the qualifications, independence and performance of our independent auditors; |

  15. COMMITTEES OF OUR BOARD

    | • | the qualifications and performance of our internal audit function; and |

  16. COMMITTEES OF OUR BOARD

    | • | the quality and integrity of our financial statements and the effectiveness of our internal control over financial reporting. |

  17. COMMITTEES OF OUR BOARD

    | Compensation Committee | Each member is independent under NASDAQ Global Select Market rules and qualifies as a “non-employee director” (as defined under Rule 16b-3 under the Exchange Act) and an “outside director” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended). |

  18. COMMITTEES OF OUR BOARD

    | The Compensation Committee reviews and approves our compensation and benefit programs, ensures the competitiveness of these programs and oversees and sets compensation for our senior executives. The Compensation Committee is responsible for approving the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executives, establishing and evaluating performance-based goals related to compensation, overseeing our cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally. Each year, the Compensation Committee performs a review of our compensation philosophy, our executive compensation programs, including any material risks related to our programs, and the performance of our NEOs. The Compensation Committee’s determinations are reviewed annually by the independent directors. The Compensation Committee also oversees succession planning for our senior management (including our Chief Executive Officer). |

  19. COMMITTEES OF OUR BOARD

    | Finance Committee | The Finance Committee provides advice and assistance to us, including as requested by the Board. It also may act for the directors in the intervals between Board meetings with respect to matters delegated to it from time to time by our Board in connection with a range of financial and related matters. Areas of the Finance Committee’s focus may include acquisitions, banking activities and relationships, capital allocation initiatives, capital structure, cash management, derivatives risks, equity and debt financings, investments and share repurchase activities. |

  20. COMMITTEES OF OUR BOARD

    | Governance and Directors Nominating Committee | Each member is independent under NASDAQ Global Select Market rules. |

  21. COMMITTEES OF OUR BOARD

    | The Governance and Directors Nominating Committee exercises general oversight with respect to the governance of our Board, as well as corporate governance matters involving us and our directors and executive officers. It also is responsible for periodically leading reviews and evaluations of the performance, size and responsibilities of our Board and its committees. |

  22. COMMITTEES OF OUR BOARD

    | The Governance and Directors Nominating Committee also identifies and recommends director nominees. In identifying and evaluating candidates, whether recommended by the committee or by shareholders (as described above), the committee considers an individual’s professional knowledge, business, financial and management expertise, industry knowledge and entrepreneurial background and experience, as well as applicable independence requirements. The committee also gives significant consideration to the current composition and diversity of our Board. |

  23. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Based on the recommendation of our Board’s Governance and Directors Nominating Committee, our Board has nominated the director candidates named below in “Director Biographies.” All of the nominees for director currently serve as our directors. All of our directors are elected annually. If a director nominee becomes unavailable before the annual meeting of shareholders, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Joseph J. Collins and Dr. Judith Rodin, two of our current directors, have reached our mandatory retirement age under our corporate governance guidelines, and as such, are not standing for re-election to the Board. We expect that each will serve as a director emeritus for a one-year term commencing on the date of the annual meeting. In addition, Eduardo G. Mestre, a current director, has decided not to stand for re-election to the Board at the annual meeting. The Board will reduce its size from thirteen to ten members, effective as of the date of the annual meeting. OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

  24. INDEPENDENCE DETERMINATIONS

    INDEPENDENCE DETERMINATIONS Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, eight of our ten directors will be independent, and the average tenure of our independent directors will be 5.8 years. Our Board has determined that each of our nonemployee directors, other than Mr. Bonovitz, who is married to a first cousin of Mr. Brian L. Roberts, is independent in accordance with the director independence definition specified in our corporate governance guidelines, which is posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com, and in accordance with applicable NASDAQ Global Select Market rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transaction Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies at which some of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies was below 1% of the recipient company’s total consolidated gross revenues, which is far below the 5% limit prescribed by NASDAQ Global Select Market rules. The Board also considered that one of our executive officers and directors served on the board (but on no committees of the board) of a non-profit hospital run by one of our directors. Additionally, although neither of our corporate governance guidelines nor NASDAQ Global Select Market rules deem a long-tenured director not independent, our Board reviewed director tenure in connection with making its independence determinations.

  25. DIRECTOR CHARACTERISTICS

    DIRECTOR CHARACTERISTICS As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board then strives to balance the need to have directors with a variety of experiences and areas of expertise and knowledge, while maintaining appropriate gender and minority representation (40% of our directors will be diverse by gender or race if all our nominees are elected at the annual meeting). As described in more detail on page 11, our Board and each of its committees perform an annual self-assessment, which among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our Governance and Directors Nominating Committee has developed a detailed matrix outlining certain specific director qualifications and skills, including those highlighted below, to help ensure that our directors bring to the Board a diversity of experience, qualifications and skills to oversee and address the current issues facing our company. Our Governance and Directors Nominating Committee also considers these qualifications as it seeks to identify and evaluate potential new directors.

  26. DIRECTOR CHARACTERISTICS

    | | Video, Internet or Phone Industry | Wireless Industry | Media Industry | Financial/ Accounting | Consumer Products/ Customer- Oriented Focus | Government Affairs | Legal | Non-Profit/ Educational/ Philanthropic | CEO/President/ Executive Officer | Diversity (Gender/ Race) | | Kenneth J. Bacon* | | | | X | | X | | X | X | X | | Madeline S. Bell* | | | | | X | | | X | X | X | | Sheldon M. Bonovitz | | | | | | | X | X | X | | | Edward D. Breen* | X | X | | | X | | | | X | | | Gerald L. Hassell* | | | | X | X | | | | X | | | Jeffrey A. Honickman* | | | | | X | | | | X | | | Asuka Nakahara* | | | | X | | | | X | X | X | | David C. Novak* | | | | | X | | | X | X | | | Brian L. Roberts | X | X | X | | | | | | X | | | Johnathan A. Rodgers* | X | | X | | | | | | X | X |

  27. DIRECTOR CHARACTERISTICS

    | Independent Director* |

  28. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  29. DIRECTOR BIOGRAPHIES

    | Kenneth J. Bacon: Mr. Bacon has been a partner at RailField Partners, a financial advisory and asset management firm, since his retirement from Fannie Mae in March 2012, where he had served as the Executive Vice President of the multifamily mortgage business since July 2005. From January 2005 to July 2005, he served as the interim Executive Vice President of Housing and Community Development. Mr. Bacon is a member of the National Multifamily Housing Council. Qualifications: We believe that Mr. Bacon’s significant experience in government affairs, the financial and housing industries and the non-profit, educational and philanthropic communities as noted above renders him qualified to serve as one of our directors. | Age: 62 Director since: November 2002 Current Public Company Directorships: Ally Financial Inc. Forest City Realty Trust Welltower Inc. |

  30. DIRECTOR BIOGRAPHIES

    | Madeline S. Bell: Ms. Bell is the President and Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP), a top-ranked children’s hospital in the United States. Prior to being promoted to Chief Executive Officer in July of 2015, Ms. Bell served as CHOP’s Chief Operating Officer for eight years. Ms. Bell began her career as a pediatric nurse and moved from a variety of different | Age: 55 Director since: February 2016 |

  31. DIRECTOR BIOGRAPHIES

    | nursing roles into hospital administration in 1989. Ms. Bell is a fellow of the Philadelphia College of Physicians, Chair of the Children’s Hospital Association Board, serves on the boards of the Schuylkill River Development Corporation, Solutions for Patient Safety and Greater Philadelphia Chamber of Commerce and is a member of the Chamber’s CEO Council for Growth. Ms. Bell also serves as Chair of the Philadelphia Federal Reserve Bank Economic Advisory Board and is on the Villanova University College of Nursing Board of Consultors. Qualifications: We believe that Ms. Bell’s experience and leadership of CHOP as noted above and her experience in the non-profit community render her qualified to serve as one of our directors. |

  32. DIRECTOR BIOGRAPHIES

    | Sheldon M. Bonovitz: Mr. Bonovitz is currently Chairman Emeritus of Duane Morris LLP, a law firm. From January 1998 to December 2007, he served as Chairman and Chief Executive Officer of Duane Morris. Mr. Bonovitz is also Chairman of The Fund for the School District of Philadelphia, a trustee of the Dolfinger-McMahon Charitable Trust and the Christian R. and Mary F. Lindbach Foundation and a member of the board of trustees of the Barnes Foundation, the Free Library of Philadelphia Foundation and the Philadelphia Museum of Art. Qualifications: We believe that Mr. Bonovitz’s experience and leadership in the legal industry, including his experience as a chief executive officer as noted above, and experience in tax matters and the non-profit, educational and philanthropic communities render him qualified to serve as one of our directors. | Age: 79 Director since: March 1979 |

  33. DIRECTOR BIOGRAPHIES

    | Edward D. Breen: Mr. Breen is the Chairman of the Board and Chief Executive Officer of E.I. du Pont de Nemours and Company; he joined the DuPont board in February 2015, and became its Chief Executive Officer in November 2015. Mr. Breen was the Chief Executive Officer of Tyco International Ltd. from July 2002 until September 2012, was the Chairman of its Board until March 2016 and was one of its directors until September 2016. Prior to joining Tyco International, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen is a member of the advisory board of New Mountain Capital, and had previously served as one of our directors from June 2005 until November 2011. Qualifications: We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the cable, phone and wireless industries, including his various experiences as a president and chief executive officer as noted above, renders him qualified to serve as one of our directors. | Age: 61 Director since: February 2014 Current Public Company Directorships: E.I. du Pont de Nemours and Company Former Public Company Directorships: Tyco International Ltd. |

  34. DIRECTOR BIOGRAPHIES

    | Gerald L. Hassell: Mr. Hassell is the Chairman and Chief Executive Officer of The Bank of New York Mellon. Prior to the merger of The Bank of New York Company, Inc. and Mellon Financial Corporation in July 2007, Mr. Hassell was President of The Bank of New York Company, Inc. and The Bank of New York. Mr. Hassell is a member of the board of trustees of Duke University, a member of the board of visitors of Columbia University Medical Center, a member of the Financial Services Forum, Vice Chairman of Big Brothers/Big Sisters of New York and a member of the board of the Lincoln Center for the Performing Arts. Qualifications: We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products and his experience as a chief executive officer as noted above, render him qualified to serve as one of our directors. | Age: 65 Director since: May 2008 Current Public Company Directorships: The Bank of New York Mellon |

  35. DIRECTOR BIOGRAPHIES

    | Jeffrey A. Honickman: Mr. Honickman has served since 1990 as the Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New York to Virginia. He is also the Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages. He currently serves as Chairman of the American Beverage Association Board of Directors and as a director of the Dr. Pepper Snapple Bottlers Association. Qualifications: We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer as noted above, renders him qualified to serve as one of our directors. | Age: 60 Director since: December 2005 |

  36. DIRECTOR BIOGRAPHIES

    | Asuka Nakahara: Mr. Nakahara has been a partner in Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, since 2009. He also has served as an Associate Director of the Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania for the past 17 years. Mr. Nakahara began his career at Trammell Crow Company as a leasing agent in 1980, was named a partner in 1983 and was promoted to its Chief Financial Officer in 1996, overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives. He retired from Trammell Crow in 1999. Mr. Nakahara also serves on the board of, and is the chair of the Investment Committee of, the United States Golf Association, and is a past board member of the PGA of America. Qualifications: We believe that Mr. Nakahara’s extensive knowledge of real estate and general advisory matters, including his leadership and academic experiences, as well as his prior experience as a chief financial officer as noted above, render him qualified to serve as one of our directors. | Age: 61 Director since: February 2017 Current Public Company Directorships: CBRE Clarion Global Real Estate Income Fund |

  37. DIRECTOR BIOGRAPHIES

    | David C. Novak: Mr. Novak is the founder of OGO Enterprises, LLC, a company whose mission is to inspire people through personal recognitions that deepen relationships. Prior to that, Mr. Novak was the Chief Executive Officer of YUM! Brands, Inc. from January 2000 until December 2014, and was the Chairman of its Board of Directors from January 2001 until December 2014 and the Executive Chairman of its Board from January 2015 until May 2016. Mr. Novak is also the author of Taking People With You: The Only Way to Make BIG Things Happen, a New York Times and Wall Street Journal best-seller based on a successful leadership program he developed focused on teamwork and a belief in people, which rewards and recognized customer-focused behavior. Qualifications: We believe that Mr. Novak’s extensive knowledge of customer service-oriented business practices and talent management, as well as his prior experience as a chief executive officer and chairman as noted above, render him qualified to serve as one of our directors. | Age: 64 Director since: December 2016 Former Public Company Directorships: YUM! Brands, Inc. |

  38. DIRECTOR BIOGRAPHIES

    | Brian L. Roberts: Mr. Brian L. Roberts has served as our President since February 1990, as our Chief Executive Officer since November 2002 and as our Chairman of the Board since May 2004. As of December 31, 2016, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33(1)/3% of the combined voting power of our two classes of voting common stock. He is a son of our late founder, Mr. Ralph J. Roberts. Mr. Roberts is also a director of the National Cable and Telecommunications Association (“NCTA”), the principal trade association of the cable television industry, and is a director emeritus of CableLabs, the cable industry’s research and development organization. Qualifications: We believe that Mr. Roberts’ extensive experience and leadership in the cable, Internet, phone, media and entertainment and wireless industries, including as our Chief Executive Officer and President and through his involvement with NCTA and CableLabs as noted above, render him qualified to serve as one of our directors. | Age: 57 Director since: March 1988 |

  39. DIRECTOR BIOGRAPHIES

    | Johnathan A. Rodgers: Mr. Rodgers was the President and Chief Executive Officer of TV One, a cable network that offers programming targeted for the African American community. Prior to joining TV One, Mr. Rodgers had been the President of Discovery Networks for six years and, prior to that, had worked at CBS, Inc. for twenty years, where he held a variety of executive positions, including President of the CBS Television Stations Division. Qualifications: We believe that Mr. Rodgers’ extensive experience and leadership in the media and entertainment industry, including his experience as a president and chief executive officer as noted above, render him qualified to serve as one of our directors. | Age: 71 Director since: September 2011 Current Public Company Directorships: Nike, Inc. Former Public Company Directorships: The Procter & Gamble Company |

  40. Executive Summary

    | ¡ | We structure our long-term incentive program in an uncomplicated manner, with restricted stock units (“RSUs”) (with performance conditions) and stock options, both generally with among the longest vesting periods in corporate America, as an explicit retention strategy and to tie the value ultimately realized to our long-term performance and to the interests of our long-term shareholders. |

  41. Executive Summary

    | ¡ | To reinforce this critical aspect of our businesses, we use three quantitative performance goals in certain elements of our compensation program tied to (1) revenue — which serves as the top line component to our cash generation, (2) adjusted EBITDA — which reflects the operational performance of our businesses, taking into account the costs of operating our businesses and (3) free cash flow — which measures, among other things, the cash remaining after capital investments and allows us to repay indebtedness, make strategic investments and return capital to shareholders. |

  42. Executive Summary

    | ¡ | We use adjusted EBITDA as the measurement for vesting of RSUs, as that metric is a well-recognized gauge of the overall health of our business, and also include adjusted EBITDA along with revenue and free cash flow as the financial quantitative metrics for our annual cash bonus incentive program so as to present a holistic evaluation of our operational and strategic performance by including the three key financial measures we use internally to measure, and externally to report, our financial results. |

  43. Executive Summary

    | ¡ | We believe that our performance on these three key financial metrics is strongly correlated to shareholder returns in the short and long term. In fact, based on an investor perception study of 40 buy-side investors and 10 sell-side analysts conducted by an unaffiliated third party on our behalf in 2016, free cash flow and adjusted EBITDA were the top two metrics for valuing our company, with revenue being tied for third. |

  44. Executive Summary

    | • | The complexity of our businesses also presents challenges inherent in developing a peer group for assessing pay and performance. As such, our Compensation Committee uses three distinct peer groups (rather than a blend of all types of peers) to review executive pay, which primarily reflect our entertainment/media and transmission/distribution peers, but also reflect our status as a premier Fortune 500 company. Our Compensation Committee, with the assistance of its independent compensation consultant, Korn Ferry Hay Group, then triangulates data from these three peer groups and other data to conduct a more holistic review of our pay and performance. See “Use of Competitive Data” below for additional information. |

  45. Pay for Performance

    | • | Our compensation program (summarized in “Elements of Our Compensation Program” starting on page 43) is designed to motivate, reward and retain our NEOs by including in their compensation both short-term and long-term performance-based components and to align their compensation with our shareholders’ interests. We use objective performance-based criteria tied to key financial and operating measures for our annual cash incentive plan and the vesting of RSUs, and a material portion of our NEOs’ compensation is in the form of equity-based awards, which is inherently tied to our stock price movement and the achievement of shareholder value. |

  46. Pay for Performance

    | • | While our performance measures are “absolute” in nature, our Compensation Committee also reviews our performance measures on a “relative” basis compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. Based on these reviews of our performance in 2016, our compounded annual growth rates over the past five and ten years for revenue have been near or in the top quartile of our peer groups and for adjusted EBITDA have been near or in the top half of our peer groups. We believe that we use an appropriate portion of our adjusted EBITDA to support our compensation program. See “Use of Competitive Data” and “Pay Program Validation” starting on pages 45 and 47, respectively, for more information. |

  47. Pay for Performance

    | • | Our Class A common stock performance over each of the last one-, three-, five- and ten-year periods has exceeded the performance of our entertainment/media industry peer group and supports our intended philosophy of targeting compensation around the median of our entertainment/media peers. While our one-year performance lagged our transmission/distribution peer group — in part due to increased merger activity in 2016 that increased our peers’ stock prices — our performance over the last three- and five-year periods significantly outperformed that peer group and supports our philosophy of targeting compensation in the upper quartile of our transmission/distribution peers. |

  48. Pay for Performance

    | Cumulative returns for each of the peer groups are based on the composition of our 2016 peer groups and are calculated by averaging returns without reference to market capitalization or other weightings. Returns for the transmission/distribution peer group include Time Warner Cable until its acquisition by Charter Communications in May 2016.(1) |

  49. Shareholder Feedback on Executive Compensation

    Shareholder Feedback on Executive Compensation At our 2014 annual meeting, our shareholders approved by 93% of the votes cast, on an advisory basis, the 2013 compensation of our NEOs. Our next advisory vote on executive compensation is being held at this year’s annual meeting. The Compensation Committee has carefully considered the results of the 2014 advisory vote on executive compensation, as well as the results of director elections for members of our Compensation Committee in 2015 and 2016 (when we did not have an advisory vote on executive compensation). The Compensation Committee has discussed our executive compensation program and our voting results with Korn Ferry Hay Group, its independent compensation consultant. The Compensation Committee has considered feedback we have received in the past year through dialogue with over 30 of our largest shareholders and two proxy advisory services regarding our executive compensation program, including as it relates to the frequency of our advisory vote on executive compensation and the overall design of our program, including our performance metrics for RSUs. While a few of our shareholders expressed preferences (sometimes contradictory) on specific components of our compensation program, shareholders generally did not express concerns with the overall design of our compensation program. In response to some of the feedback received, our Board is recommending at this year’s annual meeting that shareholders have an advisory vote on executive compensation on an annual instead of triennial basis. In addition, the Compensation Committee has made the following changes applicable to RSUs awarded to our NEOs beginning in 2017:

  50. Shareholder Feedback on Executive Compensation

    | • | Eliminated the feature in our RSU vesting conditions that would allow an RSU that failed to vest in one year to vest in a future year if a performance condition is met in a subsequent year (a so-called “retesting” feature). |

  51. Shareholder Feedback on Executive Compensation

    | • | Substantially increased the rigor of the performance condition for the vesting of RSUs by 2.5 to 7.5 times, depending on the level of achievement. Specifically, the performance condition increased from a 1% increase in annual adjusted EBITDA to a sliding scale that, on the low end, provides for the vesting of 25% of the first tranche of an RSU award upon an annual adjusted EBITDA increase of at least 2.5%, and on the high end, provides for a maximum vesting of 125% upon an annual adjusted EBITDA increase of 7.5% or greater. The percentage of the first tranche of RSUs that will ultimately vest for achievement between 25% and 125% will be interpolated, except that 100% will vest for achievement within a small range of adjusted EBITDA increases that includes our budgeted adjusted EBITDA increase for 2017. Vesting for each subsequent tranche of RSUs will be based on the highest vesting percentage of any prior tranche, or such higher vesting percentage that may be attained for that year based on the same ranges outlined above. |

  52. Compensation Program Highlights

    | • | The Compensation Committee has directly engaged Korn Ferry Hay Group as its own independent compensation consultant. |

  53. Compensation Program Highlights

    | • | Option awards for our NEOs have among the longest vesting terms of any company — vesting over 9.5 years. RSUs generally vest over 5 years and are back-end weighted, with 40% vesting in the fifth year. |

  54. Compensation Program Highlights

    | • | Our outstanding options, including all options held by our NEOs, are net settled; net settled options, as opposed to stock options exercised with a cash payment, result in fewer shares being issued and less dilution to shareholders. |

  55. Compensation Program Highlights

    | • | None of our equity plans has automatic accelerated vesting provisions in connection with a change in control. Mr. Roberts’ employment agreement has a “double trigger” change in control provision. None of the other NEOs have any change in control provisions in their employment agreements. |

  56. Summary 2016 CEO and NEO Compensation

    Summary 2016 CEO and NEO Compensation CEO Pay Changes from Prior Year. Mr. Roberts’ base salary increased by 3%, and he received 118% of his target annual cash bonus, or $10.7 million. He also received grants of stock options and RSUs, each with a grant date value of approximately $5.4 million, representing nearly the same value granted to him last year. We also credited Mr. Roberts’ deferred compensation account with $4.0 million, a 5% increase from last year. Other NEO Pay Changes from Prior Year. Compensation actions for our other NEOs in 2016 reflect their strong contributions to our overall performance, as well as the performance and operation of each NEO’s respective business or function. The annual cash bonuses for each of these NEOs were paid at 118% of their target. Annual RSU and option awards varied among our NEOs, with Mr. Burke receiving an additional stock option award with a grant date fair value of $10.0 million, as discussed below in “Compensation Decisions for 2016 — Additional Performance-Related Awards,” and with Messrs. Smit and Cohen not receiving any additional performance-based RSUs as they had in 2015. Mr. Cavanagh’s total compensation decreased by 37%, as his 2015 compensation had been significantly higher due to one-time signing bonuses in large part to make him whole for compensation he had forfeited in connection with his departure from his prior employer. Total compensation for these NEOs also was affected by the year-over-year changes in their respective deferred compensation account balances. See “Compensation Decisions for 2016” starting on page 50 for additional information.

  57. Emphasis on Performance

    | • | The Compensation Committee’s emphasis on performance is evidenced by our program design, incorporating both objective financial goals (in the case of the annual cash bonus and the vesting of performance RSUs) and subjective evaluation criteria. The combination of internally measured (financial performance) and externally measured (stock price as reflected in stock options and RSUs) performance provides both short-term and long-term performance components in the compensation structure of our NEOs. See “Elements of Our Compensation Program” starting on page 43. |

  58. Emphasis on Performance

    | • | 75% of the target annual bonus for our NEOs other than Mr. Burke was based on quantitative performance metrics and 10% was based on a combination of quantitative and qualitative goals relating to product churn metrics for our cable communications business. For Mr. Burke, 70% of the target annual bonus was based on the same quantitative performance metrics and 5% was based on the same product churn metrics. See “Compensation Decisions for 2016 — Annual Cash Bonus” for additional information. |

  59. Emphasis on Performance

    | • | Total performance-based compensation in 2016 (using the grant date value of stock options and RSUs and including any additional performance awards paid as performance-based compensation) was a significant percentage of the NEOs’ total compensation (which includes company deferred compensation contributions but excludes deferred compensation earnings), as reflected in the chart and table below. We do not include deferred compensation earnings because, like all employees in our deferred compensation plans, the NEOs make their own investment decisions as to how much of their salary and annual cash bonus to defer and for how |

  60. CEO Compensation Mix*

    | • | Our quantitative performance metrics — revenue, adjusted EBITDA and free cash flow — are meaningful measures of our performance that can be affected by the decision making of our NEOs. Measuring performance for our NEOs for these purposes using the same consolidated financial metrics (rather than individual performance goals tied to specific operating targets) is appropriate given the overall responsibility of the NEOs, as the members of our executive management committee, to achieve our most important performance goals for the year. |

  61. Elements of Our Compensation Program

    | Type | Element | Why We Use It | Compensation Highlights | | Fixed | Base Salary | • Necessary to attract and retain our NEOs. • Serves as a baseline measure of an NEO’s value. • Guaranteed compensation in exchange for investing in a career with us. | • Salary level is based on individual performance, position within the organization and any increase in duties and responsibilities. | | | Deferred Compensation Plans | • One of our primary tools to attract and retain NEOs. • Retention incentive gets stronger as the account balance grows; the crediting rate is materially reduced following termination of employment. • We do not offer any pension or other defined benefit-type plan. • Provides a simple, transparent, tax-efficient vehicle for long-term value accumulation. | • Amount of company contributions is determined as part of an overall evaluation of individual performance, any increase in duties and responsibilities and retention. • Receipt of RSUs may be voluntarily deferred; the value of RSUs ultimately received is based on stock price when deferral lapses or upon diversification into cash deferred compensation. | | Variable, Short-Term, Performance Based | Annual Cash Bonus | • Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package. • Target bonus is based on the Compensation Committee’s assessment of the optimal mix of base salary and annual cash bonus compensation. • Supports our objective that NEOs must balance achieving satisfactory or better current year (short-term) results with long-term value creation. | • Bonus is at risk for performance —100% of the target bonus is not paid unless 100% of the goals are met; no bonus is paid unless the minimum performance goal is achieved. • Based on objective performance metrics, but also includes a small qualitative portion based on achievement of key initiatives, such as diversity. | | | Additional Performance-Related Awards | • Rewards an NEO for extraordinary performance, attainment of strategic milestones or unanticipated additional responsibilities. • May also be used in connection with an employment agreement renewal or extension, which provides a strong retention tool. • Form of bonus can vary, depending on primary goals/purposes for the grant. | • Amount and form of awards are based on individual performance and any increase in duties and responsibilities. | | Variable, Long-Term, Performance Based | Annual Stock Option Grants | • Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. • Links the NEOs’ decision making with the long-term outcomes of those decisions. • Use one of the longest vesting periods among our peers (9.5 years) to create a significant retention tool and tie value ultimately realized to our long-term performance. | • Stock price must appreciate for stock options to deliver value. • Generally vest over a 9.5 year period: 30% on the 2(nd) anniversary of the date of grant, 15% on each of the 3(rd) through 5(th) anniversaries, 5% on each of the 6(th) through 9(th) anniversaries and 5% on the 9.5 year anniversary. | | | Annual Performance-Based RSU Grants | • Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. • Links the NEOs’ decision making with the long-term outcomes of those decisions. • Back-end weighted vesting term used for most RSU grants creates a meaningful retention tool. • Use one of the longest vesting periods among our peers for most grants to create a significant retention tool and tie value ultimately realized to our long-term performance. | • Vesting is dependent upon achievement of one or more performance goals. • Ultimate value of shares acquired upon vesting depends on stock price. • Generally vest over 5 years and are back-end weighted: 15% vest after 13 months, an additional 15% on each of the 2(nd) through 4(th) anniversaries and 40% on the 5(th) anniversary; Mr. Roberts’ RSUs vest 100% after 13 months. • May have shorter vesting terms on account of extraordinary performance. |

  62. Compensation Committee’s Role and Process

    | • | The nature and amounts of all elements of the NEOs’ compensation, both separately and in the aggregate, using comprehensive tally sheets that include the current value of outstanding stock option and RSU awards (as compared to their grant date value) and deferred compensation account balances. |

  63. Compensation Committee’s Role and Process

    | • | Various analyses provided by the independent compensation consultant, including the following: |

  64. Compensation Committee’s Role and Process

    | ¡ | an assessment of the composition of our peer groups; |

  65. Compensation Committee’s Role and Process

    | ¡ | a competitive pay assessment (comparing NEO compensation to that of executives holding comparable positions at our peer group companies as disclosed in proxy statements and to broad groups of companies in published surveys, and analyzing components of pay compared to those of our peer group companies (e.g., fixed vs. variable, components of long-term equity)); |

  66. Compensation Committee’s Role and Process

    | ¡ | a financial performance review (comparing our performance relative to our peer group companies with respect to growth in adjusted EBITDA, free cash flow, revenue and total shareholder return); |

  67. Compensation Committee’s Role and Process

    | ¡ | an incentive compensation design analysis (analyzing, for our annual cash bonus, the number and type of performance measures, the payout leverage and the use of discretion, and for our annual equity awards, the number and type of components (e.g., performance-based RSUs and stock options), the type of performance measures, the payout leverage and the comparator group); and |

  68. Role of Compensation Consultants

    Role of Compensation Consultants The Compensation Committee has directly engaged Korn Ferry Hay Group as its own compensation consultant. In determining 2016 compensation, the Compensation Committee directed Korn Ferry Hay Group to provide it with various compensation analyses as described above; Korn Ferry Hay Group did not recommend or determine compensation levels or elements, performance targets or compensation plan design. The Compensation Committee assessed Korn Ferry Hay Group’s work as required under SEC rules and concluded that its work for the Compensation Committee in 2016 did not raise any conflicts of interest. See “Corporate Governance — The Board — Compensation Consultant” above for additional information.

  69. Use of Competitive Data

    Use of Competitive Data The results of the peer group and compensation survey analyses discussed below, as well as the other analyses referred to above, are considered important and valuable by the Compensation Committee. However, the Compensation Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information only as one of several considerations to inform its decision and put its experience in context in determining compensation levels (and when to change compensation levels). Peer Groups. Our company is uniquely positioned among our peers, owning both Comcast Cable, which distributes content, and NBCUniversal, which is a creator of content. As such, all of our NEOs are responsible for managing a more complex and uniquely diversified company than many companies in our peer groups. Because there are challenges inherent in developing a peer group for assessing pay and performance given the complexity and diversity of our businesses, our Compensation Committee uses the three distinct peer groups (rather than a blend of all types of peers) to review executive pay, and, with the assistance of Korn Ferry Hay Group, triangulates data from the three peer groups and other data to conduct a more holistic review of our pay and performance. Together, these three peer groups reflect the prominence of our two primary businesses in their respective industries and the size, scope and complexity of our businesses and enhance the Compensation Committee’s deliberations by allowing it to review practices and outcomes that are distinctive to each peer group.

  70. Use of Competitive Data

    | • | Entertainment/Media Peer Group. The Compensation Committee pays particular attention to the entertainment/media peer group because it believes our stock price has a strong correlation with certain of these peer group companies and this peer group has special relevance with respect to competition for executive talent. The business expertise of employees in this industry is highly correlated to our needs, not only as a leading media and entertainment company, but as a leading U.S. cable company. Media companies continue to look for new ways to distribute and monetize their content, both directly to consumers through the Internet and indirectly through traditional and online video distributors. For all of these reasons, our executives are attractive candidates to entertainment/media companies, in addition to those companies’ executives being attractive to us. |

  71. Use of Competitive Data

    | • | Transmission/Distribution Peer Group. Comcast Cable is a leading provider of video, high-speed Internet and voice services to residential customers and also provides these and other services to business customers. Many companies in this peer group are among Comcast Cable’s primary competitors. |

  72. Use of Competitive Data

    | • | General Industry Peer Group. Our revenue and market capitalization rank us among the largest companies in the United States. This peer group includes companies in the consumer products and services, industrial, technology and financial services sectors with revenue and market capitalization levels similar to ours. |

  73. Use of Competitive Data

    | Entertainment/Media | Transmission/Distribution(1) | General Industry | | | • CBS Corporation • Twenty-First Century Fox, Inc. • Time Warner Inc. • Viacom Inc. • The Walt Disney Company | • AT&T Inc. • CenturyLink, Inc. • DISH Network Corporation • Sprint Corporation • Time Warner Cable Inc.(1) • Verizon Communications Inc. | • Apple Inc. • 3M Company • The Boeing Company • Caterpillar Inc. • Cisco Systems, Inc. • The Coca-Cola Company • Deere & Co. • E. I. du Pont de Nemours and Company • Express Scripts Holding Co. • Google Inc. • Halliburton Company • Honeywell International Inc. • Intel Corporation • International Business Machines Corporation | • Johnson & Johnson • Lockheed Martin Corporation • McDonalds’ Corporation • McKesson Corporation • Merck & Co. Inc. • Microsoft Corporation • Oracle Corporation • PepsiCo, Inc. • Pfizer Inc. • Procter & Gamble Co. • UnitedHealth Group Incorporated • United Parcel Service, Inc. • United Technologies Corporation • Verizon Communications Inc. • The Walt Disney Company |

  74. Use of Competitive Data

    | Charter Communications acquired Time Warner Cable in May 2016.(1) |

  75. Use of Competitive Data

    The Compensation Committee triangulates pay and performance results from all three peer groups, rather than aggregating all the data together, and places stronger weight on the entertainment/media, as well as the transmission/distribution, peer groups.

  76. Use of Competitive Data

    | • | Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices, although Mr. Roberts’ compensation does have somewhat more emphasis on fixed compensation and less on annual equity awards than our peers. Our Compensation Committee believes it is appropriate to provide Mr. Roberts with slightly more fixed compensation in light of his very significant stock holdings in our company, which provides meaningful shareholder alignment and long-term focus. |

  77. Use of Competitive Data

    | • | Comparisons for (i) Mr. Roberts were made to peer chief executive officers for all peer groups, (ii) Mr. Cavanagh were made to peer chief financial officers for all peer groups, (iii) Mr. Burke were made to peer chief executive officers of the entertainment/media peer group and by ordinal rank (i.e., the position in the Summary Compensation Table) for the entertainment/media and general industry peer groups, (iv) Mr. Smit were made to peer chief executive officers of the transmission/distribution peer group and by ordinal rank for the transmission/distribution and general industry peer groups and (v) Mr. Cohen were made by ordinal rank for all peer groups. Additionally, as a means to further inform the Compensation Committee, comparisons for Messrs. Burke and Smit were made to chief executive officers of general industry peer groups with revenues similar in size to those of their respective business units. |

  78. Use of Competitive Data

    | • | The Compensation Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer groups; instead, it reviews our peer group analyses, as well as |

  79. Use of Competitive Data

    | the other analyses discussed immediately below under “Pay Program Validation,” both to validate our compensation program design and to inform its judgment in determining target compensation. |

  80. Use of Competitive Data

    | ¡ | The Compensation Committee generally seeks compensation to be competitive (around the median) with the entertainment/media peer group, to which, as noted above, the Compensation Committee pays particular attention. |

  81. Use of Competitive Data

    | ¡ | The Compensation Committee generally seeks compensation to be in the upper quartile for the transmission/distribution and general industry peer groups as a supplemental point of reference. |

  82. Use of Competitive Data

    | • | The compensation we provide varies among the peer groups and individual companies within a group in its relationship to the reference points above. In reviewing target compensation levels for 2016, Mr. Roberts’ target total remuneration (which includes base salary, target annual cash bonus, Company deferred compensation contributions and equity-based compensation) fell below the 25(th) percentile of that in the entertainment/media peer group. Otherwise, our NEOs’ total compensation for 2016 generally met or exceeded the reference points. |

  83. Use of Competitive Data

    Pay Program Validation. The Compensation Committee annually reviews our financial performance as compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. In particular, it believes our executives should be rewarded when our key financial performance metrics are among the top of our peers. The following analyses demonstrate that our pay program generally (i) is well aligned from a relative financial performance perspective, (ii) uses an appropriate portion of our adjusted EBITDA and free cash flow as compared to our peers and (iii) supports our use of revenue, adjusted EBITDA and free cash flow as our performance metrics for our annual cash bonus and annual RSU grants.

  84. Use of Competitive Data

    | • | Compounded annual growth rates for revenue have been near or in the top quartile of our three peer groups over the 5-year and 10-year periods ended December 31, 2015 and 2016 and for adjusted EBITDA have been generally in the top half of our peer groups over these periods. Our free cash flow compounded annual growth rates were generally in the top quartile of our three peer groups over the 5-year period ended December 31, 2015 but were below the median for our three peer groups for the 5-year period ended December 31, 2016, due to increased capital expenditures and capitalized software and intangibles over the past few years (while otherwise generally maintaining overall capital intensity levels) as we continued to invest in our businesses’ long-term success. Our free cash flow compounded annual growth rates were in the top quartile of our three peer groups over the 10-year periods ended December 31, 2015 and 2016. |

  85. Use of Competitive Data

    | • | Our equity dilution and annual share usage (or overhang and burn rates) for share-based compensation are within the range of market practices for our peer groups. |

  86. Use of Competitive Data

    | • | The portion of our adjusted EBITDA and free cash flow used to pay the NEOs’ total cash compensation (base salary plus target annual cash bonus and Company deferred compensation contributions) and total remuneration (total cash compensation plus equity-based compensation) generally aligns with our financial performance. The portion of our adjusted EBITDA and free cash flow that we use to pay these types of compensation varies by type, but generally has been in the lower quartile of our entertainment/media peers and around the median or in the top quartile of transmission/distribution and general industry peers. |

  87. Use of Competitive Data

    The Compensation Committee did not use any Korn Ferry Hay Group analysis, or any of the surveys included in any such analysis, to benchmark our NEO compensation, but instead used the analysis to understand the current compensation practices for comparable job functions of a broad cross-section of companies across varied industry lines but with revenue sizes that are within a range close to ours.

  88. Assessing NEO Performance

    | • | Evaluates each NEO’s prior year performance, both in terms of his contribution to our performance and as compared to his individual performance goals. |

  89. Annual Cash Bonus

    Annual Cash Bonus Our cash bonus plan, which was approved by our shareholders, provides a variable and performance-based element to annual cash compensation.

  90. Annual Cash Bonus

    | • | The target bonus opportunity amount in 2016, expressed as a percentage of salary, was 300% for Messrs. Roberts, Cavanagh, Burke and Smit and 250% for Mr. Cohen. |

  91. Annual Cash Bonus

    | • | Under our cash bonus plan, a threshold quantitative performance goal must be satisfied as a condition for any bonus payment to occur. For 2016, this threshold performance goal was that our consolidated adjusted EBITDA in 2016 must be at least 101% of that in 2015, and this was achieved. |

  92. Annual Cash Bonus

    | • | Because this threshold goal was achieved, for 2016, for the NEOs (other than Mr. Burke), up to 75% of the target bonus payment amount was based on quantitative goals, 10% was based on a combination of quantitative and qualitative goals relating to product churn metrics for our cable communications business and up to 15% was based on qualitative goals. For Mr. Burke, up to 70% of the target bonus payment amount was based on the same quantitative goals, 5% was based on the same product churn metrics and up to 25% was based on qualitative goals. The qualitative portion of the NEOs’ bonuses was based on the Compensation Committee’s determination of their level of achievement in contributing to the overall management of Comcast, including the continuing management of Comcast Cable (for all NEOs other than Mr. Burke) and NBCUniversal (for all NEOs other than Mr. Smit) and the continuing focus on critical diversity and customer service metrics. |

  93. Annual Cash Bonus

    | • | As a result of our strong performance during 2016 as described above in “Executive Summary,” of a potential maximum bonus payment of 161% of the NEOs’ target bonuses (164% in the case of Mr. Burke and 160% in the case of Mr. Smit), the Compensation Committee considered it appropriate to award bonuses based on actual achievement of the quantitative and qualitative goals of 118% of the target bonuses. |

  94. Annual Cash Bonus

    | • | The table below provides further details of our 2016 cash bonus plan for our NEOs other than Messrs. Burke and Smit, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. Given Mr. Burke’s role as CEO of NBCUniversal, his weightings for the customer experience, product churn and adjusted EBITDA varied slightly from the other NEOs, and more discretionary weight was given to him based on NBCUniversal’s performance. Given Mr. Smit’s role as CEO of Comcast Cable in 2016, his weightings were slightly higher for the customer experience and lower for free cash flow than the other NEOs. |

  95. Annual Cash Bonus

    | • | The Compensation Committee established the quantitative goals below based on a rigorous and in-depth enterprise-wide consolidated budget that is prepared annually, which takes into consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year, target accelerated product rollout numbers and other relevant factors. For 2016, the goals below reflect that capital expenditures and software spending was expected to continue to increase to support accelerated product rollouts and our working capital was expected to have a significant negative impact on our cash flows. |

  96. Annual Cash Bonus

    | Goal | Achievement Range (in billions) | | (% of target bonus) | | Consolidated Adjusted EBITDA(1) | £ $25.65 > $25.65 – $26.29 $26.30 > $26.30 – $26.75 or more | | 0% 10% – < 25% 25% > 25% – 37.5% | | Actual 2016 Achievement | $26.491 | | 28.5% | | Consolidated Free Cash Flow | £ $7.05 > $7.05 – $7.67 $7.675 > $7.68 – $8.15 or more | | 0% 8% – < 20% 20% > 20% – 30% | | Actual 2016 Achievement | $8.203 | | 30.0% | | Consolidated Revenue(1) | £ $78.15 > $78.15 – $79.45 $79.454 > $79.46 – $80.35 or more | | 0% 4% – < 10% 10% > 10% – 15% | | Actual 2016 Achievement | $80.059 | | 12.6% | | Customer Experience (measured by Customer Satisfaction levels) | < 89.11% ³ 89.11% – 90.70% ³ 90.71% – 91.10% ³ 91.11% – 91.70% or more | | 0% 4% – 18% 20% 22% – 28% | | Actual 2016 Achievement | 91.3% | | 22.0% | | Product Churn(2) | | | 0% – 20% | | Actual 2016 Achievement | | | 10.0% | | Qualitative Goal(3) | | | 0% – 30% | | Actual 2016 Achievement | | | 14.9% | | % of Target Bonus Achieved for 2016 | | | 118% | | Actual Bonus for 2016 | Roberts: Cavanagh: Burke: Smit: Cohen: | $10,667,827 6,525,663 9,903,148 6,598,171 4,353,081 | |

  97. Annual Cash Bonus

    | Amounts reflected for actual achievement of consolidated adjusted EBITDA and consolidated revenue differ from the amounts reported in our consolidated financial statements to exclude the impact of certain acquisition activity in 2016.(1) |

  98. Annual Cash Bonus

    | This metric is based upon whether we have met or exceeded expectations for achievement of quantifiable product churn metrics for our cable communications business.(2) |

  99. Annual Cash Bonus

    | The qualitative portion of the annual cash bonus was determined based on predetermined objectives tied primarily to the NEOs’ collective management of our company, each NEO’s individual management of his respective function and our continuing focus on critical diversity and customer service metrics.(3) |

  100. Equity-Based Incentive Compensation

    Equity-Based Incentive Compensation The Compensation Committee seeks to achieve the long-term objectives of equity compensation in part by extending the vesting period for options and RSUs granted under our annual award program over a longer time period than most other large public companies, though RSUs granted to Mr. Roberts generally vest in full 13 months after the date of grant.

  101. Equity-Based Incentive Compensation

    | • | Shares underlying RSUs granted in March 2016 as part of our annual award program vest in their first scheduled year of vesting if performance goals have been achieved with respect to any prior year; any shares that did not vest in the first scheduled year of vesting because of the failure to achieve applicable performance goals are carried over to the next year’s scheduled vesting date (if any such date remains under the grant) for potential vesting at that time. If applicable performance goals are not achieved by the final potential vesting date, any unvested shares are forfeited. As discussed above in “Shareholder Feedback on Executive Compensation,” this “retesting” feature has been eliminated from future RSU awards starting in 2017. |

  102. Equity-Based Incentive Compensation

    | • | For all RSUs granted in 2016, the Compensation Committee established the performance goal as consolidated adjusted EBITDA being at least 101% of the consolidated adjusted EBITDA in the prior twelve months (in which event the NEOs would receive 100% of the service vested portion of the award). Neither our Board nor the Compensation Committee has the discretion to vest these RSUs absent attainment of the applicable goal. As discussed above in “Shareholder Feedback on Executive Compensation,” beginning in 2017, the rigor of the performance goal for RSUs has been substantially increased. |

  103. Additional Performance-Related Awards

    Additional Performance-Related Awards From time to time, the Compensation Committee may grant cash bonuses or equity awards or make additional contributions to an NEO’s deferred compensation plan on account of extraordinary performance, unanticipated additional responsibilities, an employment agreement renewal or extension or other circumstances. The Compensation Committee grants these additional awards not only as a reward for extraordinary past performance, but also to motivate our executives to continue operating at such high levels of performance. See “Assessing NEO Performance” for additional information on the Compensation Committee’s use of discretion in awarding additional performance-related bonuses. In July 2016, Mr. Burke’s employment agreement was amended to secure his employment through August 31, 2020. On account of Mr. Burke’s continuing outstanding work in improving NBCUniversal’s businesses and results, and to incent him to continue to make decisions that build long-term value for NBCUniversal, he was granted a stock option with a grant date fair value of $10 million, vesting 100% on August 14, 2023; however, Mr. Burke agreed not to sell any net after-tax shares received upon exercise before the second anniversary of the exercise date. The Compensation Committee believes that the structure of the option’s unusually long-term cliff vesting and subsequent holding period requirements strongly align Mr. Burke’s compensation to NBCUniversal’s future performance and to shareholders’ interests over the long term. See “Executive Summary — 2016 Business Highlights” for more information on NBCUniversal’s performance in 2016 and “Assessing NEO Performance — NEO Evaluations” above for more information on Mr. Burke’s exceptional performance leading NBCUniversal in 2016.

  104. No Automatic Payments in Connection with a Change in Control

    No Automatic Payments in Connection with a Change in Control We generally do not have any benefits, such as accelerated vesting of equity awards, that are “triggered” automatically as a result of a “change in control” (a “single trigger”) or the occurrence of one or more specified events (a “double trigger”) that may follow a change in control, such as termination of employment without cause. Instead, we believe it is in the best interests of our company for our Board and Compensation Committee, who are subject to fiduciary obligations to act in a manner they believe to be in the best interests of our company and shareholders, to retain the discretion to determine whether it is appropriate to accelerate the vesting of stock options and/or RSUs or provide other benefits in connection with a particular change in control transaction. Mr. Roberts’ employment agreement provides that if his employment is terminated following a change in control, that termination will be treated as a termination without cause for the purpose of determining his benefits in those circumstances under his employment agreement. The Compensation Committee approved this provision as a fair and reasonable protection for our Chief Executive Officer in the event of a change in control.

  105. Recoupment (or “Clawback”) Policy

    Recoupment (or “Clawback”) Policy We have an incentive compensation recoupment (or “clawback”) policy providing that, if it is determined by our Board that gross negligence, intentional misconduct or fraud by one of our executive officers or former executive officers caused or partially caused the restatement of all or a portion of our financial statements, the Board, in its sole discretion, may, to the extent permitted by law and our benefit plans, policies and agreements, and to the extent it determines in its sole judgment that it is in our best interests to do so, require repayment of all or a portion of any annual cash bonus, vested RSU or other incentive-based compensation paid to such executive officer or former executive officer (and/or effect the cancellation of unvested RSUs) if: (i) the amount or vesting of the incentive-based compensation 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 amount or vesting of the incentive-based compensation would have been less had the financial statements been correct. Our Compensation Committee and the Governance and Directors Nominating Committee review this policy from time to time, and they will review it following the SEC’s adoption of a final rule under the Dodd-Frank Act regarding incentive-based compensation recoupment.

  106. SUMMARY COMPENSATION TABLE FOR 2016

    SUMMARY COMPENSATION TABLE FOR 2016 The following table sets forth specified information regarding the compensation for 2016, 2015 and 2014 of our NEOs: our Chairman of the Board, President and Chief Executive Officer (Mr. Brian L. Roberts), our Chief Financial Officer (Mr. Michael J. Cavanagh) and the next three most highly compensated executive officers in 2016 (Messrs. Stephen B. Burke, Neil Smit and David L. Cohen).

  107. SUMMARY COMPENSATION TABLE FOR 2016

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Brian L. Roberts Chairman of the Board, President and Chief Executive Officer | 2016 | $3,013,510 | $— | $5,348,520 | $5,351,730 | $10,667,827 | $4,321,973 | $4,259,931 | $32,963,491 | | | 2015 | 2,928,748 | — | 5,350,500 | 5,350,302 | 9,752,731 | 8,727,525 | 4,138,463 | 36,248,269 | | | 2014 | 2,857,315 | — | 5,253,700 | 5,350,925 | 9,000,542 | 6,495,491 | 4,003,083 | 32,961,056 | | Michael J. Cavanagh Chief Financial Officer | 2016 | 1,843,408 | — | 9,499,861 | 4,002,920 | 6,525,663 | 1,287,390 | 2,547,607 | 25,706,849 | | | 2015 | 1,800,000 | — | 16,495,009 | 4,000,201 | 5,994,000 | 447,404 | 11,909,632 | 40,646,246 | | Stephen B. Burke President and CEO of NBCUniversal | 2016 | 2,797,499 | — | 5,340,465 | 15,351,744 | 9,903,148 | 8,561,496 | 4,117,532 | 46,071,884 | | | 2015 | 2,718,813 | — | 6,341,903 | 5,350,302 | 9,053,646 | 6,124,757 | 4,074,455 | 33,663,876 | | | 2014 | 2,652,500 | — | 7,360,160 | 5,350,925 | 8,355,375 | 3,799,819 | 6,397,081 | 33,915,860 | | Neil Smit President and CEO of Comcast Cable Communications(6) | 2016 | 1,863,890 | — | 4,367,844 | 4,376,190 | 6,598,171 | 6,214,702 | 1,959,592 | 25,380,389 | | | 2015 | 1,773,065 | — | 8,369,688 | 4,375,269 | 5,904,306 | 4,654,095 | 2,869,287 | 27,945,710 | | | 2014 | 1,568,546 | — | 7,579,178 | 3,000,954 | 4,940,920 | 3,261,770 | 2,766,605 | 23,117,973 | | David L. Cohen Senior Executive Vice President | 2016 | 1,475,621 | — | 3,747,276 | 2,748,000 | 4,353,081 | 4,096,179 | 1,480,857 | 17,901,014 | | | 2015 | 1,434,115 | — | 5,756,663 | 2,769,471 | 3,183,735 | 3,350,875 | 1,424,569 | 17,919,428 | | | 2014 | 1,399,137 | — | 2,534,952 | 2,768,064 | 2,938,187 | 2,555,319 | 1,317,520 | 13,513,179 |

  108. SUMMARY COMPENSATION TABLE FOR 2016

    | The amounts in this column for 2016 represent the aggregate grant date fair value of performance-based RSUs granted to each of the NEOs, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (FASB ASC Topic 718). These amounts, which do not correspond to the actual value that may be realized by the NEOs, were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. The amounts were determined by multiplying the Class A common stock closing price on the date of grant by the number of shares subject to the grant and, as the RSUs are subject to performance conditions as defined in the Glossary to FASB ASC Topic 718, in accordance with SEC rules relating to executive compensation disclosure, taking into account the probable outcome of the RSUs’ performance conditions as of the date of grant and excluding the effect of estimated forfeitures. The amounts were also discounted to consider that dividend equivalents that accrue during the vesting period are not paid out until the underlying shares vest. See the “Grants in 2016 of Plan-Based Awards” table on page 58 for additional information on RSUs granted in 2016.(1) |

  109. SUMMARY COMPENSATION TABLE FOR 2016

    | The amounts in this column for 2016 represent the aggregate grant date fair value of stock options granted to each of the NEOs in accordance with FASB ASC Topic 718. Under SEC rules relating to executive compensation disclosure, the amounts shown exclude the impact of estimated forfeitures. These amounts, which do not correspond to the actual value that may be realized by the NEOs, were calculated using the Black-Scholes option-pricing model, based upon the following valuation assumptions for options granted in March 2016 to our NEOs for their annual option awards and in August 2016 to Mr. Burke in connection with his entering into an amendment to his employment agreement: an expected volatility of approximately 23%, an expected term to exercise of 6 years (8.5 years in the case of the August 2016 grant to Mr. Burke), an interest rate of approximately 1.5% and a dividend yield of approximately 1.8% (1.6% in the case of the August 2016 grant to Mr. Burke). For information on valuation assumptions with respect to grants made before 2016, refer to the footnotes in the “Summary Compensation Table” in our definitive proxy statements filed with the SEC in 2015(2) |

  110. SUMMARY COMPENSATION TABLE FOR 2016

    | and 2016. See the “Grants in 2016 of Plan-Based Awards” table on page 58 for additional information on options granted in 2016. |

  111. SUMMARY COMPENSATION TABLE FOR 2016

    | The amounts in this column represent annual performance-based bonuses earned by our NEOs under our 2006 Cash Bonus Plan. See the “Grants in 2016 of Plan-Based Awards” table on page 58 and “Compensation Discussion and Analysis — Compensation Decisions for 2016 — Annual Cash Bonus” above for additional information on these bonuses and the achievement of specified metrics in 2016.(3) |

  112. SUMMARY COMPENSATION TABLE FOR 2016

    | The amounts in this column represent the dollar value of interest earned on compensation deferred under our deferred compensation plans in excess of 120% of the long-term applicable federal rate. The interest crediting rates on deferred compensation were 9% or 12%, depending on a variety of factors as more fully discussed below in “Nonqualified Deferred Compensation in and as of 2016 Fiscal Year-End” on page 63.(4) |

  113. SUMMARY COMPENSATION TABLE FOR 2016

    | The amounts in this column for 2016 include: (a) Company contributions to our retirement-investment plan accounts in the amount of $10,000 for each NEO; (b) Company contributions to our deferred compensation plans (Mr. Roberts, $4,020,287; Mr. Cavanagh, $1,800,000; Mr. Burke, $3,858,750; Mr. Smit, $1,914,422; and Mr. Cohen, $1,276,281); (c) amounts on account of personal use of Company-provided aircraft (Mr. Roberts, $229,644; Mr. Cavanagh, $216,346; Mr. Burke, $248,782; Mr. Smit, $35,170; and Mr. Cohen, $194,576); and (d) relocation expenses of $521,261 for Mr. Cavanagh.(5) |

  114. SUMMARY COMPENSATION TABLE FOR 2016

    For security and business reasons, Company practices and policy strongly encourage, and in some cases may require, Messrs. Roberts and Burke to use Company-provided aircraft for business and personal travel. Our other NEOs also have access to Company-provided aircraft, as it affords all of our NEOs greater security, allows travel time to be used productively and enables them to be immediately available to respond to business priorities from any location. Our policy allows an NEO to bring guests, such as family members, on flights on Company-provided aircraft. The NEOs are required to pay us for personal use of Company-provided aircraft in amounts determined by Company policy. The NEOs are imputed income for costs related to use of Company-provided aircraft when required under Internal Revenue Code guidelines. We do not reimburse the NEOs for any taxes incurred as a result of imputed income. In addition, the Internal Revenue Code limits the amount that we can deduct for the personal use of Company-provided aircraft to the amount recognized as income by our executives who use the aircraft; the amounts in the table above do not include our 2016 disallowed tax deduction of $8.4 million resulting from the personal use of Company-provided aircraft by our NEOs and any guests. The amounts reflected for each NEO on account of personal use of Company-provided aircraft indicate the extent to which the incremental cost of such use exceeds the amount paid to us by the NEO. The aggregate incremental cost for a personal flight taken on a charter plane is the cost of the flight as charged to us by the charter company. The aggregate incremental cost for a personal flight on a Company plane includes all variable costs for the year, such as fuel, maintenance and other trip expenses, to arrive at a variable cost per hour that we then multiply by the number of hours the NEO used the aircraft for personal travel (including the hours for repositioning flights). This methodology excludes fixed costs, as these costs do not change based on usage. For all other benefits that would otherwise be considered perquisites, our NEOs are required to pay us in full (and have paid us in full) for such benefits.

  115. SUMMARY COMPENSATION TABLE FOR 2016

    | Effective April 1, 2017, Mr. Smit retired as President and CEO of Comcast Cable and assumed a new part-time role as a non-executive Vice Chairman, where he will work over the next few months with his successor, David N. Watson, to ensure a smooth leadership transition and then will work with Comcast business leaders to identify future technology-oriented opportunities.(6) |

  116. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END The following table provides information on the holdings of stock option and stock awards by our NEOs as of December 31, 2016. This table includes unexercised vested and unvested options to purchase shares of Class A common stock (see columns (a), (b), (c) and (d)), and unvested performance-based RSUs with respect to shares of Class A common stock (see columns (e) and (f)). The vesting schedules for these grants are disclosed in the footnotes to this table. The market value of stock awards is based on the closing market price of a share of our Class A common stock as of December 30, 2016, or $34.525, which reflects the price as adjusted for our two-for-one stock split on February 17, 2017.

  117. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (a) | Number of Securities Underlying Unexercised Options Unexercisable(2) (b) | Option Exercise Price (c) | Option Expiration Date (d) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (f) | | Brian L. Roberts | | | | | | | | | | | | | 179,000 | $6,179,975 | | | 1,096,000 | – | $12.720 | 03/15/2017 | | | | | 1,445,400 | 160,600 | 9.490 | 03/27/2018 | | | | | 1,946,500 | 343,500 | 7.270 | 03/26/2019 | | | | | 1,852,800 | 463,200 | 9.170 | 03/25/2020 | | | | | 1,258,500 | 419,500 | 12.510 | 03/24/2021 | | | | | 786,000 | 524,000 | 14.995 | 03/22/2022 | | | | | 545,400 | 666,600 | 20.610 | 03/21/2023 | | | | | 289,500 | 675,500 | 25.000 | 03/20/2024 | | | | | – | 907,600 | 29.725 | 03/19/2025 | | | | | – | 934,800 | 29.880 | 03/17/2026 | | | | Michael J. Cavanagh | | | | | | | | | | | | | 497,140 | 17,163,759 | | | – | 714,960 | 28.320 | 05/14/2025 | | | | | – | 699,200 | 29.880 | 03/17/2026 | | |

  118. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (a) | Number of Securities Underlying Unexercised Options Unexercisable(2) (b) | Option Exercise Price (c) | Option Expiration Date (d) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (f) | | Stephen B. Burke | | | | | | | | | | | | | 761,804 | 26,301,283 | | | 43,840 | – | 12.720 | 03/15/2017 | | | | | – | 128,480 | 9.490 | 03/27/2018 | | | | | – | 276,000 | 7.270 | 03/26/2019 | | | | | 93,300 | 373,200 | 9.170 | 03/25/2020 | | | | | 1,014,000 | 338,000 | 12.510 | 03/24/2021 | | | | | 765,600 | 510,400 | 14.995 | 03/22/2022 | | | | | 481,500 | 588,500 | 20.610 | 03/21/2023 | | | | | 289,500 | 675,500 | 25.000 | 03/20/2024 | | | | | – | 907,600 | 29.725 | 03/19/2025 | | | | | – | 934,800 | 29.880 | 03/17/2026 | | | | | – | 1,389,856 | 33.695 | 08/04/2026 | | | | Neil Smit | | | | | | | | | | | | | 736,808 | 25,438,296 | | | 736,320 | 184,080 | 9.170 | 03/25/2020 | | | | | 646,500 | 215,500 | 12.510 | 03/24/2021 | | | | | 488,400 | 325,600 | 14.995 | 03/22/2022 | | | | | 306,000 | 374,000 | 20.610 | 03/21/2023 | | | | | 162,360 | 378,840 | 25.000 | 03/20/2024 | | | | | – | 742,200 | 29.725 | 03/19/2025 | | | | | – | 764,400 | 29.880 | 03/17/2026 | | | | David L. Cohen | | | | | | | | | | | | | 564,664 | 19,495,025 | | | 485,200(1) | 74,800 | 9.490 | 03/27/2018 | | | | | 918,000 | 162,000 | 7.270 | 03/26/2019 | | | | | 876,480(1) | 219,120 | 9.170 | 03/25/2020 | | | | | 595,500 | 198,500 | 12.510 | 03/24/2021 | | | | | 450,000 | 300,000 | 14.995 | 03/22/2022 | | | | | 282,600 | 345,400 | 20.610 | 03/21/2023 | | | | | 149,760 | 349,440 | 25.000 | 03/20/2024 | | | | | – | 469,800 | 29.725 | 03/19/2025 | | | | | – | 480,000 | 29.880 | 03/17/2026 | | |

  119. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Mr. Cohen assigned to family trusts a portion of these options representing 168,600 and 328,680 shares, respectively.(1) |

  120. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Vesting dates for each outstanding unvested option award for the NEOs are as follows:(2) |

  121. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Vesting Date | Exercise Price | Number of Shares Underlying Vesting Awards | | | | | | | | Brian L. Roberts | Michael J. Cavanagh | Stephen B. Burke | Neil Smit | David L. Cohen | | 2017 | | | | | | | | 03/20/2017 | $29.725 | 272,280 | – | 272,280 | 222,660 | 140,940 | | 03/21/2017 | 25.000 | 144,750 | – | 144,750 | 81,180 | 74,880 | | 03/22/2017 | 20.610 | 181,800 | – | 160,500 | 102,000 | 94,200 | | 03/23/2017 | 14.995 | 196,500 | – | 191,400 | 122,100 | 112,500 | | 03/25/2017 | 12.510 | 83,900 | – | 67,600 | 43,100 | 39,700 | | 03/26/2017 | 9.170 | 115,800 | – | 93,300 | 46,020 | 54,780 | | 03/27/2017 | 7.270 | 114,500 | – | 92,000 | – | 54,000 | | 03/28/2017 | 9.490 | 80,300 | – | 64,240 | – | 37,400 | | 05/15/2017 | 28.320 | – | 214,488 | – | – | – | | 09/28/2017 | 9.490 | 80,300 | – | 64,240 | – | 37,400 |

  122. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Vesting Date | Exercise Price | Number of Shares Underlying Vesting Awards | | | | | | | | Brian L. Roberts | Michael J. Cavanagh | Stephen B. Burke | Neil Smit | David L. Cohen | | 2018 | | | | | | | | 03/18/2018 | 29.880 | 280,440 | 209,760 | 280,440 | 229,320 | 144,000 | | 03/20/2018 | 29.725 | 136,140 | – | 136,140 | 111,330 | 70,470 | | 03/21/2018 | 25.000 | 144,750 | – | 144,750 | 81,180 | 74,880 | | 03/22/2018 | 20.610 | 181,800 | – | 160,500 | 102,000 | 94,200 | | 03/23/2018 | 14.995 | 65,500 | – | 63,800 | 40,700 | 37,500 | | 03/25/2018 | 12.510 | 83,900 | – | 67,600 | 43,100 | 39,700 | | 03/26/2018 | 9.170 | 115,800 | – | 93,300 | 46,020 | 54,780 | | 03/27/2018 | 7.270 | 114,500 | – | 92,000 | – | 54,000 | | 05/15/2018 | 28.320 | – | 107,244 | – | – | – | | 09/27/2018 | 7.270 | 114,500 | – | 92,000 | – | 54,000 | | 2019 | | | | | | | | 03/18/2019 | 29.880 | 140,220 | 104,880 | 140,220 | 114,660 | 72,000 | | 03/20/2019 | 29.725 | 136,140 | – | 136,140 | 111,330 | 70,470 | | 03/21/2019 | 25.000 | 144,750 | – | 144,750 | 81,180 | 74,880 | | 03/22/2019 | 20.610 | 60,600 | – | 53,500 | 34,000 | 31,400 | | 03/23/2019 | 14.995 | 65,500 | – | 63,800 | 40,700 | 37,500 | | 03/25/2019 | 12.510 | 83,900 | – | 67,600 | 43,100 | 39,700 | | 03/26/2019 | 9.170 | 115,800 | – | 93,300 | 46,020 | 54,780 | | 05/15/2019 | 28.320 | – | 107,244 | – | – | – | | 09/26/2019 | 9.170 | 115,800 | – | 93,300 | 46,020 | 54,780 | | 2020 | | | | | | | | 03/18/2020 | 29.880 | 140,220 | 104,880 | 140,220 | 114,660 | 72,000 | | 03/20/2020 | 29.725 | 136,140 | – | 136,140 | 111,330 | 70,470 | | 03/21/2020 | 25.000 | 48,250 | – | 48,250 | 27,060 | 24,960 | | 03/22/2020 | 20.610 | 60,600 | – | 53,500 | 34,000 | 31,400 | | 03/23/2020 | 14.995 | 65,500 | – | 63,800 | 40,700 | 37,500 | | 03/25/2020 | 12.510 | 83,900 | – | 67,600 | 43,100 | 39,700 | | 05/15/2020 | 28.320 | – | 107,244 | – | – | – | | 09/25/2020 | 12.510 | 83,900 | – | 67,600 | 43,100 | 39,700 | | 2021 | | | | | | | | 03/18/2021 | 29.880 | 140,220 | 104,880 | 140,220 | 114,660 | 72,000 | | 03/20/2021 | 29.725 | 45,380 | – | 45,380 | 37,110 | 23,490 | | 03/21/2021 | 25.000 | 48,250 | – | 48,250 | 27,060 | 24,960 | | 03/22/2021 | 20.610 | 60,600 | – | 53,500 | 34,000 | 31,400 | | 03/23/2021 | 14.995 | 65,500 | – | 63,800 | 40,700 | 37,500 | | 05/15/2021 | 28.320 | – | 35,748 | – | – | – | | 09/23/2021 | 14.995 | 65,500 | – | 63,800 | 40,700 | 37,500 | | 2022 | | | | | | | | 03/18/2022 | 29.880 | 46,740 | 34,960 | 46,740 | 38,220 | 24,000 | | 03/20/2022 | 29.725 | 45,380 | – | 45,380 | 37,110 | 23,490 | | 03/21/2022 | 25.000 | 48,250 | – | 48,250 | 27,060 | 24,960 | | 03/22/2022 | 20.610 | 60,600 | – | 53,500 | 34,000 | 31,400 | | 05/15/2022 | 28.320 | – | 35,748 | – | – | – | | 09/22/2022 | 20.610 | 60,600 | – | 53,500 | 34,000 | 31,400 | | 2023 | | | | | | | | 03/18/2023 | 29.880 | 46,740 | 34,960 | 46,740 | 38,220 | 24,000 | | 03/20/2023 | 29.725 | 45,380 | – | 45,380 | 37,110 | 23,490 | | 03/21/2023 | 25.000 | 48,250 | – | 48,250 | 27,060 | 24,960 | | 05/15/2023 | 28.320 | – | 35,748 | – | – | – | | 08/14/2023 | 33.695 | – | – | 1,389,856 | – | – | | 09/21/2023 | 25.000 | 48,250 | – | 48,250 | 27,060 | 24,960 | | 2024 | | | | | | | | 03/18/2024 | 29.880 | 46,740 | 34,960 | 46,740 | 38,220 | 24,000 | | 03/20/2024 | 29.725 | 45,380 | – | 45,380 | 37,110 | 23,490 | | 05/15/2024 | 28.320 | – | 35,748 | – | – | – | | 09/20/2024 | 29.725 | 45,380 | – | 45,380 | 37,110 | 23,490 | | 11/15/2024 | 28.320 | – | 35,748 | – | – | – | | 2025 | | | | | | | | 03/18/2025 | 29.880 | 46,740 | 34,960 | 46,740 | 38,220 | 24,000 | | 09/18/2025 | 29.880 | 46,740 | 34,960 | 46,740 | 38,220 | 24,000 |

  123. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Vesting dates for each outstanding performance-based RSU for the NEOs are as follows:(3) |

  124. OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END

    | Vesting Date | Brian L. Roberts | Michael J. Cavanagh | Stephen B. Burke | Neil Smit | David L. Cohen | | 2017 | | | | | | | 01/24/2017 | – | – | – | 139,618 | – | | 03/20/2017 | – | – | 32,046 | 22,080 | 13,950 | | 03/21/2017 | – | – | 32,100 | 24,000 | 16,590 | | 03/22/2017 | – | – | 34,290 | 29,190 | 27,450 | | 03/23/2017 | – | – | 125,680 | 106,640 | 100,480 | | 04/18/2017 | 179,000 | 81,500 | 26,850 | 21,960 | 18,840 | | 05/15/2017 | – | 50,618 | – | – | – | | 10/30/2017 | – | – | – | – | 14,376 | | 2018 | | | | | | | 03/18/2018 | – | 81,500 | 26,850 | 21,960 | 18,840 | | 03/20/2018 | – | – | 32,046 | 22,080 | 13,950 | | 03/21/2018 | – | – | 32,100 | 24,000 | 16,590 | | 03/22/2018 | – | – | 91,440 | 77,840 | 73,200 | | 05/15/2018 | – | 50,618 | – | – | – | | 10/30/2018 | – | – | – | – | 14,376 | | 2019 | | | | | | | 03/18/2019 | – | 81,500 | 26,850 | 21,960 | 18,840 | | 03/20/2019 | – | – | 32,046 | 22,080 | 13,950 | | 03/21/2019 | – | – | 85,600 | 64,000 | 44,240 | | 05/15/2019 | – | 21,192 | – | – | – | | 10/30/2019 | – | – | – | – | 14,376 | | 2020 | | | | | | | 03/18/2020 | – | 20,100 | 26,850 | 21,960 | 18,840 | | 03/20/2020 | – | – | 85,456 | 58,880 | 37,200 | | 05/15/2020 | – | 56,512 | – | – | – | | 10/30/2020 | – | – | – | – | 38,336 | | 2021 | | | | | | | 03/18/2021 | – | 53,600 | 71,600 | 58,560 | 50,240 |

  125. OPTION EXERCISES AND STOCK VESTED IN 2016

    OPTION EXERCISES AND STOCK VESTED IN 2016 The following table provides information, for each of our NEOs, on the number of options exercised and the value realized upon such exercise, and the number of shares of Class A common stock resulting from the vesting of RSUs and the value realized before payment of any applicable withholding tax.

  126. OPTION EXERCISES AND STOCK VESTED IN 2016

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Brian L. Roberts | 1,512,000 | $30,391,200 | 180,000(1) | $5,531,400(1) | | Michael J. Cavanagh | – | – | 403,726(1) | 12,586,158(1) | | Stephen B. Burke | 260,560 | 5,627,595 | 296,046 | 8,883,055 | | Neil Smit | – | – | 348,122(1) | 10,087,927(1) | | David L. Cohen | 338,400 | 7,210,822 | 230,446 | 6,975,282 |

  127. OPTION EXERCISES AND STOCK VESTED IN 2016

    | Mr. Roberts deferred the April 20, 2016 vesting of 159,354 RSUs, Mr. Cavanagh deferred the June 15, 2016 vesting of 382,534 RSUs and Mr. Smit deferred the March 21, March 22 and April 20, 2016 vestings of 24,000, 29,190 and 22,080 RSUs, respectively. The value of the RSUs realized on vesting is based on the value of a share of Class A common stock on the original vesting date, regardless of whether the vesting had been deferred. The actual value of the RSUs realized upon settlement may be different than the value reflected in this table. The value realized on vesting also is reflected in the “Executive Contributions in Last FY” column of the “Nonqualified Deferred Compensation in and as of 2016 Fiscal Year-End” table immediately below; see footnote (6) to that table for additional information regarding these RSU deferrals.(1) |

  128. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END The table below provides information on the nonqualified deferred compensation of our NEOs in and as of the end of 2016.(1)

  129. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | Name | Executive Contributions in Last FY(2) | Company Contributions in Last FY(3) | Aggregate Earnings in Last FY(4) | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE(5) | | Brian L. Roberts | $5,127,215(6) | $4,020,287 | $5,894,892 | $(66,017,591 | )(7) | $58,285,424 | | | 4,896,948(6) | – | 1,425,482(6) | (5,127,215 | | 6,539,587 | | Michael J. Cavanagh | 19,359,738(6) | 1,800,000 | 2,129,723 | – | | 36,323,542 | | | 11,925,497(6) | – | 1,440,241(6) | (13,365,738 | )(6) | – | | Stephen B. Burke | 10,656,528 | 3,858,750 | 11,027,974 | – | | 106,566,850 | | Neil Smit | 8,983,468(6) | 1,914,422 | 8,154,504 | – | | 84,807,746 | | | 2,270,401(6) | – | 228,187(6) | (2,498,588 | )(6) | – | | David L. Cohen | 1,591,868 | 1,276,281 | 5,299,813 | – | | 50,829,840 |

  130. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | Amounts in this table have been deferred under our deferred compensation plans, except with respect to deferrals of RSUs with respect to shares of Class A common stock under our restricted stock plan, as more fully described in footnote (6) to this table. Eligible employees and directors may participate in these plans.(1) |

  131. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    Under our deferred compensation plans, each employee participant, including our NEOs, may only defer an amount of cash compensation equal to or less than 35% of the sum of (x) his or her annual salary, target bonus opportunity, annual stock option and RSU grant values and any annual Company contribution to his or her deferred compensation account (the “total compensation value”) as of September 30th of the prior year (the “35% cap”), and (y) 50% of the value of certain additional awards, provided that his or her deferred compensation account balance as of September 30th of the prior year does not exceed seven times the total compensation value (the “7x cap”). If a participant’s account balance exceeds the 7x cap and we are contractually required to make a contribution on his or her behalf, such contribution will occur. Our nonemployee directors are not subject to either the 35% cap or the 7x cap. Amounts credited to each employee participant’s account generally will be deemed invested in an income fund. Nonemployee directors who have elected to defer the receipt of shares as described in the “2016 Director Compensation” table on page 72 will have these amounts deemed invested in our stock fund. Beginning for compensation earned on or after January 1, 2014, the interest crediting rate was reduced from 12% to 9%, but it remained at 12% for (i) compensation that was originally earned before January 1, 2014 (including any subsequent redeferrals) and (ii) certain other compensation earned on or after January 1, 2014 as described in more detail in our 2005 Deferred Compensation Plan (which resulted in (x) all amounts earned in 2016 that are reflected in the “Executive Contributions in Last FY” column for Mr. Burke, and (y) all amounts reflected in the “Company Contributions in Last FY” column for Messrs. Burke and Smit being credited at 12%). As a result of these exceptions, amounts that Mr. Roberts contributes and that we contribute for him in respect of 2017 earned compensation will be credited at 12%. Following such date when an employee or director is no longer employed by, or providing services to, us, any amounts remaining deferred in the income fund are credited with interest at the prime rate plus 1%, unless the Compensation Committee or its designee provides for a different rate. Under our restricted stock plan, eligible employees may defer the receipt of shares that may, subject to an award of RSUs, vest in the future. Upon vesting, deferred RSUs are deemed invested in our stock fund. An employee who has elected to defer RSUs may also make a “diversification election” of up to 40% of the shares subject to such RSUs, or such greater percentage if authorized by the Compensation Committee or any officer or committee of two or more officers to whom the Compensation Committee has delegated such authority. The effect of making a diversification election is to cause a designated portion of the deferred RSUs to be deemed invested in an income fund instead of our stock fund. The income fund is credited at the annual rate applicable under our deferred compensation plan, as described above. Any amounts credited to the income fund pursuant to a diversification election do not count toward the 35% cap, but do count toward the 7x cap.

  132. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | These amounts (other than amounts related to deferrals of RSUs) are reported as compensation in the “Summary Compensation Table for 2016” on page 56 under the columns “Salary” and “Non-Equity Incentive Plan Compensation.”(2) |

  133. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | These amounts are reported as compensation in the “Summary Compensation Table for 2016” on page 56 under the column “All Other Compensation.”(3) |

  134. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | The portion of these amounts that represents interest earned in excess of 120% of the long-term applicable federal rate is reported as compensation in the “Summary Compensation Table for 2016” on page 56 under the column “Change in Pension Value and Nonqualified Deferred Compensation Earnings.”(4) |

  135. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | All amounts contributed by an NEO and by us in prior years under our deferred compensation plans have been reported in the Summary Compensation Table in previously filed proxy statements in the year earned to the extent he was an NEO for purposes of the SEC’s executive compensation disclosure. The grant date fair value of RSUs deferred under our restricted stock plan has been reported in the year granted in the Summary Compensation Table in previously filed proxy statements.(5) |

  136. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | Pursuant to our restricted stock plan, as described in footnote (1) to this table, (i) Mr. Roberts deferred the April 21, 2015 and April 20, 2016 vestings of an aggregate 348,770 RSUs, Mr. Cavanagh deferred the June 15, 2016 vesting of 382,534 RSUs and Mr. Smit deferred the March 21 and 22 and April 20, 2016 vestings of an aggregate 75,270 RSUs. Pursuant to diversification elections in 2016, deferred RSUs with an aggregate fair market value on the date of the diversification of $5,127,215, $13,365,738 and $2,498,588 were deemed invested in an income fund instead of our stock fund for Messrs. Roberts, Cavanagh and Smit, respectively. For these NEOs, the amount shown in the second row of the “Aggregate Withdrawals/Distributions” column, which is also included in the amount shown in the first row of the “Executive Contributions in Last FY” column, reflects the value that was deemed invested in the income fund and was aggregated with the respective NEO’s cash deferred compensation accounts on their respective diversification dates. The amounts shown in the second row of the “Executive Contributions in Last FY” column reflect the aggregate value of the RSUs that were deferred in 2016 as of their respective vesting dates, and the amounts shown in the second row of the “Aggregate Earnings in Last FY” column reflect the value of any aggregate gain or loss in 2016 of the deferred RSUs.(6) |

  137. NONQUALIFIED DEFERRED COMPENSATION IN AND AS OF 2016 FISCAL YEAR-END

    | Represents distributions made pursuant to deferral elections under the deferred compensation plans.(7) |

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below describes the payments and benefits to which each of our NEOs would have been entitled (i) had his employment terminated on December 31, 2016 (a) by us without cause or by him with good reason, (b) because of his death, (c) due to his disability or (d) upon his retirement or (ii) upon a change in control. In addition to the specific payments and benefits described below for each NEO, our NEOs also would have been entitled to receive any benefits due under the terms of our benefit plans and programs, including our deferred compensation plans described in further detail in the “Nonqualified Deferred Compensation in and as of 2016 Fiscal Year-End” table on page 63. All amounts are estimates only, and actual amounts will vary depending upon the facts and circumstances applicable at the time of the triggering event.

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Base Salary Continuation | Annual Cash Bonus Continuation | Accrued Annual Cash Bonus | Acceleration & Exercisability of Unvested Stock Options(1) | Acceleration of Unvested RSUs(1) | Deferred Compensation Contributions | Health Benefit Continuation | Total | | Brian L. Roberts | | | | | | | | | | Without Cause/With Good Reason(2) | $6,061,652 | $9,092,478 | $9,040,530 | $ – | $ – | $4,221,301 | $22,167 | $28,438,128 | | Death(3) | – | – | 9,040,530 | 69,004,665 | 6,179,975 | – | 243,836 | 84,469,006 | | Disability(4) | 15,154,130 | 45,462,390 | 9,040,530 | 69,004,665 | 6,179,975 | 4,221,301 | – | 149,062,991 | | Retirement(5) | – | – | – | – | – | – | – | – | | Change in Control(6) | – | – | – | – | – | – | – | – | | Michael J. Cavanagh | | | | | | | | | | Without Cause/With Good Reason(7) | 3,708,000 | 5,562,000 | 5,530,224 | 1,330,898 | 4,561,374 | – | 22,692 | 20,715,188 | | Death/Disability(8) | 463,500 | – | 5,530,224 | 7,684,111 | 17,163,759 | – | – | 30,841,594 | | Retirement(5) | – | – | – | – | – | – | – | – | | Change in Control(6) | – | – | – | – | – | – | – | – | | Stephen B. Burke | | | | | | | | | | Without Cause/With Good Reason(7) | 5,627,148 | 8,440,722 | 8,392,497 | 18,234,880 | 8,664,601 | – | 22,713 | 49,382,561 | | Death/Disability(8) | 703,394 | – | 8,392,497 | 62,085,866 | 26,301,283 | – | – | 97,483,040 | | Retirement(5) | – | – | – | – | – | – | – | – | | Change in Control(6) | – | – | – | – | – | – | – | – | | Neil Smit | | | | | | | | | | Without Cause/With Good Reason(7) | 3,749,200 | 5,623,800 | 5,591,670 | 7,761,634 | 11,858,923 | – | 22,167 | 34,607,394 | | Death/Disability(8) | 468,650 | – | 5,591,670 | 31,696,408 | 25,438,296 | – | – | 63,195,024 | | Retirement(5) | – | – | – | – | – | – | – | – | | Change in Control(6) | – | – | – | – | – | – | – | – | | David L. Cohen | | | | | | | | | | Without Cause/With Good Reason(7) | 2,968,200 | 3,710,250 | 3,689,053 | 10,504,992 | 6,617,959 | – | 16,934 | 27,507,388 | | Death/Disability(8) | 371,025 | – | 3,689,053 | 34,691,990 | 19,495,025 | – | – | 58,247,093 | | Retirement(5) | – | – | – | – | – | – | – | – | | Change in Control(6) | – | – | – | – | – | – | – | – |

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | The value associated with the acceleration of equity compensation is based on the closing market price of a share of our Class A common stock as of December 30, 2016, minus, in the case of stock options, the exercise price. On December 30, 2016, the closing market price of our Class A common stock was $34.525, which reflects the price as adjusted for our two-for-one stock split on February 17, 2017.(1) |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | If we terminate Mr. Roberts’ employment without cause or he terminates it with good reason, he is entitled to payment of base salary (based on the highest base salary he received during the term) on a monthly basis and health benefits for 24 months after termination. He also is entitled to the payment of his annual cash bonus, prorated to reflect the number of days he was employed during the year of such termination (assuming full achievement of target performance), and another cash bonus (assuming full achievement of target performance and based on his highest participation levels during the term, which is 300%) for 12 months after termination. In addition, we will continue to provide the Company deferred compensation credit set forth in his employment(2) |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | agreement. Under Mr. Roberts’ employment agreement, “cause” generally means willful engagement in misconduct that is materially injurious to our company, monetarily or otherwise (including fraud, misappropriation, embezzlement, self-dealing, dishonesty, misrepresentation and conviction of a crime of a felony), willful material violation of any material Company policy or our code of conduct, or willful material breach of any provision of his agreement, and “good reason” generally means assignment of any duties inconsistent in any material respect with his positions, education, skills and experience, any other action that results in a change in his positions and titles or a substantial diminution in his duties or a material breach of any provision of his agreement. |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | If Mr. Roberts’ employment is terminated by reason of his death, his unvested stock options and RSUs will vest in full and his options will remain exercisable for the remainder of their terms. In addition, his spouse or his or her estate is entitled to payment of his annual cash bonus, prorated to reflect the number of days he was employed during the year of his death (assuming full achievement of target performance), and his spouse is entitled to continued health benefits during her lifetime.(3) |

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | If Mr. Roberts’ employment is terminated by reason of his disability, we must continue to pay his base salary on a monthly basis for five years, his annual cash bonus for the year in which termination occurred, prorated to reflect the number of days he was employed during the year of his disability, and an annual cash bonus (assuming full achievement of target performance) on an annual basis for five years, and his unvested stock options and RSUs will vest in full and his options will remain exercisable for the remainder of their terms. In addition, we will continue to provide the Company deferred compensation credit set forth in his employment agreement for so long as he is living.(4) |

  145. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | While none of our NEOs would have been entitled to any retirement-related compensation had they retired on December 31, 2016, as none were 62 years of age, Mr. Cohen turned 62 in April 2017 and, as of the date of this proxy statement, has completed 14 years of service. Our retirement policy provides that upon reaching the age of 62, certain of our senior executives, including our NEOs, are entitled to (i) the continued vesting and exercisability of options granted after July 2010 for (x) 36 and 39 months, respectively, following the termination of employment if he or she has completed 10 years of service, (y) 60 and 63 months, respectively, following the termination of employment if he or she has completed 15 years of service and (z) 114 and 117 months, respectively, following the termination of employment if he or she has completed 20 years of service, provided that no option will be exercisable after the 10(th) anniversary of the date of grant; (ii) the continued vesting and exercisability of options granted before August 2010 for 36 and 39 months, respectively, following the termination of employment if he or she has completed 10 years of service; and (iii) the continued vesting of RSUs for 36 months following the termination of employment if he or she has completed 10 years of service, 48 months following the termination of employment if he or she has completed 15 years of service and 60 months following the termination of employment if he or she has completed 20 years of service.(5) |

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | None of our NEOs’ employment agreements provides for the automatic accelerated vesting of equity awards in connection with a change in control (a “single trigger”), and none of our NEOs’ employment agreements, other than Mr. Brian L. Roberts, provides for the automatic accelerated vesting of equity awards upon the occurrence of one or more specified events that may follow a change in control, such as a termination of employment (a “double trigger”). Under Mr. Roberts’ employment agreement, if, in connection with a transaction, our Board determines that it is appropriate to accelerate the vesting of options and RSUs, we will provide notice of this decision at least 10 business days before the anticipated closing date of the event. If so determined, all options will become immediately exercisable in full and all RSUs will immediately become fully vested. Until the day before the date of the transaction, Mr. Roberts will be able to exercise all such options. If the transaction is not consummated, the options will be treated as not having been exercisable and the RSUs will be treated as not having vested. If we were to terminate Mr. Roberts’ employment following the transaction, it would be treated as a termination without cause and he would be entitled to the amounts set forth in the “Without Cause/With Good Reason” category, as described in footnote (2) to this table.(6) |

  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Under our restricted stock plan and stock option plan, a “change in control” means the occurrence of any one or more of the following events (i) following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act), other than an employee benefit plan or trust maintained by us, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of our outstanding securities entitled to vote generally in the election of directors, unless a majority of our directors in office immediately preceding the date on which such person or group acquires such beneficial ownership, by resolution negates the effectiveness of this provision in a particular circumstance; (ii) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; (iii) the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving us or any of our subsidiaries with any other corporation or entity, which would result in the combined voting power of securities of our company entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of our company or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction, or (y) any sale, lease, exchange or other transfer of all or substantially all of our assets, in one transaction or a series of related transactions; or (iv) the approval by our shareholders of a liquidation or dissolution of our company. We believe it is likely that if our Board were to accelerate the vesting of the options and/or RSUs of Mr. Roberts, it also would determine that it would be appropriate to accelerate the options and/or RSUs of our other NEOs. If our Board had decided to accelerate the vesting of such options or RSUs as of December 31, 2016, our NEOs would have been entitled to the applicable amounts set forth in the “Acceleration and Exercisability of Unvested Stock Options” and “Acceleration of Unvested RSUs” columns as if their employment had been terminated due to their death or disability.

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | If we terminate any of such executives’ employment without cause or he terminates his employment with good reason, he is entitled to receive his then-current base salary (payable in accordance with our regular payroll practices) and continued health benefits for a period of 24 months from the date of termination. However, each of Messrs. Cavanagh, Burke, Smit and Cohen is obligated to seek reasonable other employment during the period in which he receives such base salary continuation payments, and any such payments will be reduced by the amount of any salary, bonus, vested equity or other compensation earned or received by him in respect of such period for services rendered through other employment or self-employment, and our obligation to continue health and welfare benefits will cease upon his eligibility for health and welfare benefits from any subsequent employer.(7) |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Each such executive also is entitled to receive the current year’s annual cash bonus (assuming full achievement of target performance) and the following year’s target annual cash bonus (prorated to reflect the number of months he was employed during the year of termination and assuming full achievement of target performance). In addition, each such executive is entitled to continued vesting of his stock options and RSUs in accordance with their respective terms for 12 months following termination, and his vested stock options will remain exercisable for a period equal to the lesser of 15 months or the end of the stock option’s term. For purposes of each executive’s employment agreement, “cause” generally means conviction of a felony or a crime involving moral turpitude, fraud, embezzlement or other misappropriation of funds, material misrepresentation with respect to our company, substantial or repeated failure(s) to perform duties, gross negligence or willful misconduct in the performance of duties, material violation of our employee handbook, code of conduct or any other written policy or a material breach of his agreement, and “good reason” generally means a substantial demotion in his position or a material breach of any material provision of his agreement.

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | If such executive’s employment terminates due to his death or disability, he or his estate will receive three months of base salary and payment of his annual cash bonus, prorated to reflect the number of days he was employed during the year of such termination (assuming full achievement of target performance). In addition, full vesting of such executive’s stock options and RSUs will occur and his stock options will remain exercisable for the remainder of their terms.(8) |

  151. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  152. DIRECTOR COMPENSATION PROGRAM

    DIRECTOR COMPENSATION PROGRAM From time to time, the Compensation Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data, which Korn Ferry Hay Group last provided in 2015. Directors who are our employees do not receive any fees for their services as directors. Our nonemployee directors receive annual compensation as follows:

  153. DIRECTOR COMPENSATION PROGRAM

    | | Annual Retainer | FMV of Annual Grant of Shares of CMCSA | Per Meeting Fee* | | Director Fees | $100,000 | $170,000 | – | | Audit Committee Fees | $35,000 – Chair $10,000 – Member | – | $2,500 | | Compensation Committee Fees | $35,000 – Chair $10,000 – Member | – | $2,500 | | Governance and Directors Nominating Committee Fees | $15,000 – Chair $7,500 – Member | – | $2,500 | | Finance Committee Fees | $5,000 – Chair $2,500 – Member | – | $1,000 |

  154. DIRECTOR COMPENSATION PROGRAM

    | Nonemployee directors also may receive a fee of $2,500 when they conduct any other business on our behalf.* |

  155. DIRECTOR COMPENSATION PROGRAM

    Fees received by a director may be deferred in whole or in part under our deferred compensation plans. Up to one-half of the annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant also may be deferred in whole or in part under our restricted stock plan. If deferred, any shares accrue dividend equivalents during the deferral period. Nonemployee directors are reimbursed for travel expenses for meetings attended and also are provided with our video, high-speed Internet, voice and home security and automation services at up to two of their residences, if in our service areas, at no cost during the time they serve on our Board or as a director emeritus, and for five years thereafter.

  156. 2016 DIRECTOR COMPENSATION

    2016 DIRECTOR COMPENSATION The following table sets forth specified information regarding the 2016 compensation of our nonemployee directors. No information is provided for Mr. Nakahara, who joined our Board in 2017, or Mr. Brian L. Roberts, who is an employee director and does not receive compensation for his services as a director.

  157. 2016 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | Total | | Kenneth J. Bacon | $120,000 | $170,023 | $131,817 | $421,840 | | Madeline S. Bell | 130,143 | 297,546 | 1,836 | 429,525 | | Sheldon M. Bonovitz | 104,500 | 170,023 | 913,982 | 1,188,505 | | Edward D. Breen | 155,143 | 170,023 | 22,703 | 347,869 | | Joseph J. Collins | 185,143 | 170,023 | 260,197 | 615,363 | | J. Michael Cook(4) | 73,500 | – | 105,388 | 178,888 | | Gerald L. Hassell | 147,143 | 170,023 | 116,650 | 433,816 | | Jeffrey A. Honickman | 180,143 | 170,023 | 203,329 | 553,495 | | Eduardo G. Mestre | 132,143 | 170,023 | 49,591 | 351,757 | | David C. Novak(5) | 25,067 | 170,033 | – | 195,100 | | Johnathan A. Rodgers | 132,643 | 170,023 | 4,214 | 306,880 | | Dr. Judith Rodin | 177,500 | 170,023 | 395,696 | 743,219 |

  158. 2016 DIRECTOR COMPENSATION

    | This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2016, regardless of whether deferred as described below. Messrs. Breen, Collins, Hassell, Honickman, Mestre, Novak and Rodgers and Ms. Bell elected to receive 50% of their annual retainer in the form of equity. Of these directors, Mr. Novak earned 364 share units with respect to Class A common stock; each other director earned 1,536 share units, which all (other than Messrs. Breen, Novak and Rodgers) deferred.(1) |

  159. 2016 DIRECTOR COMPENSATION

    | The amounts in this column represent the aggregate grant date fair value of shares of Class A common stock granted in 2016, in accordance with FASB ASC Topic 718. The amounts in this column were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. The amounts were determined by multiplying the Class A common stock closing price on the date of grant by the number of shares subject to the grant.(2) |

  160. 2016 DIRECTOR COMPENSATION

    | As of December 31, 2016, the following share units were outstanding with respect to shares of Class A common stock resulting from annual equity awards and annual retainer fees, all of which were deferred: |

  161. 2016 DIRECTOR COMPENSATION

    | | Annual Equity Awards | Annual Retainers | | Kenneth J. Bacon | 13,280 | – | | Madeline S. Bell | 9,312 | 1,160 | | Sheldon M. Bonovitz | 21,830 | – | | Edward D. Breen | 12,598 | 7,587 | | Joseph J. Collins | 121,070 | 30,503 | | Gerald L. Hassell | 100,562 | 22,088 | | Jeffrey A. Honickman | 123,068 | 28,504 | | Eduardo G. Mestre | 52,154 | 11,462 | | David C. Novak | – | – | | Johnathan A. Rodgers | 11,544 | 1,440 | | Dr. Judith Rodin | 71,182 | 17,057 |

  162. 2016 DIRECTOR COMPENSATION

    | Annual retainer and other meeting fees received by our nonemployee directors may be deferred in whole or in part under our deferred compensation plans. The amounts in this column represent the dollar value of interest earned on deferred compensation in excess of 120% of the long-term applicable federal rate (the interest crediting rate on deferred compensation earned in 2016 was 9%).(3) |

  163. 2016 DIRECTOR COMPENSATION

    | Mr. Cook did not stand for election as a director at our 2016 annual meeting of shareholders and was appointed by our Board as a director emeritus on May 19, 2016 for a period of one year. Amounts in this table do not include compensation earned as a director emeritus.(4) |

  164. 2016 DIRECTOR COMPENSATION

    | Mr. Novak joined our Board in December 2016.(5) |