Performance-Based Common Stock Warrants

On March 9, 2016, we issued common stock purchase warrants to Comcast to purchase up to 725,000 shares of our common stock at a price of $54.55 per share. The right to exercise the warrants is subject to vesting over three successive two-year periods (with the first two-year period commencing on January 1, 2016) based on the level of purchases of goods and services from us by Comcast and its affiliates, as defined in the warrants. The table below presents the purchase levels and number of warrants that will vest in each period based upon achieving these purchase levels.



	Incremental Warrants That Will Vest
Aggregate Level of Purchases by Comcast and Affiliates	January 1, 2016 - December 31, 2017	January 1, 2018 - December 31, 2019	January 1, 2020 - December 31, 2021
$260 million	100,000	100,000	75,000
$300 million	75,000	75,000	75,000
$340 million	75,000	75,000	75,000
Maximum Potential Warrants Earned by Comcast	250,000	250,000	225,000

If total aggregate purchases by Comcast and its affiliates are below $260 million in any of the two-year periods above, no warrants will vest related to that two-year period. If total aggregate purchases of goods and services by Comcast and its affiliates exceed $340 million during either the first or second two-year period, the amount of any such excess will count toward aggregate purchases in the following two-year period. At June 30, 2019, 175,000 vested warrants were outstanding. To fully vest in the rights to purchase all of the remaining unearned 475,000 underlying shares, Comcast and its affiliates must purchase an aggregate of $680 million in goods and services from us during the period January 1, 2018 through December 31, 2021.

Any and all warrants that vest will expire on January 1, 2023. The warrants provide for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to customary anti-dilution provisions. Additionally, in connection with the common stock purchase warrants, we have also entered into a registration rights agreement with Comcast under which Comcast may from time to time request that we register the shares of common stock underlying vested warrants with the SEC.

Because the warrants contain performance criteria under which Comcast must achieve specified aggregate purchase levels for the warrants to vest, as detailed above, the measurement date for the warrants is the date on which the warrants vest. Through June 30, 2019, none of the warrants had vested for the two-year period beginning January 1, 2018.

The assumptions we utilized in the Black Scholes option pricing model and the resulting weighted average fair value of the warrants were the following:



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Fair value	$10.61	$6.92	$10.61	$6.92
Price of Universal Electronics Inc. common stock	$40.69	$32.88	$40.69	$32.88
Risk-free interest rate	1.72%	2.71%	1.72%	2.71%
Expected volatility	46.32%	40.20%	46.32%	40.20%
Expected life in years	3.50	4.50	3.50	4.50

The impact to net sales recorded in connection with the warrants and the related income tax benefit were as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2019		2018			2019		2018
Reduction/(increase) to net sales	$	236	$	(128	)	$	670	$	343
Income tax benefit/(expense)	59		(32		)	167		86

We estimate the number of warrants that will vest based on projected future purchases that will be made by Comcast and its affiliates. These estimates may increase or decrease based on actual future purchases. The aggregate unrecognized estimated fair value of unvested warrants at June 30, 2019 was $4.2 million.