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COMCAST CORP
FORM 10-K
(Annual Report)
Filed 02/23/10 for the Period Ending 12/31/09
CIK 0001166691
Symbol CMCSA
SIC Code 4841 - Cable and Other Pay Television Services
Industry Broadcasting & Cable TV
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2010, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    COMCAST CORP FORM 10-K (Annual Report) Filed 02/23/10 for the Period Ending 12/31/09 CIK Symbol SIC Code Industry Sector Fiscal Year 0001166691 CMCSA 4841 - Cable and Other Pay Television Services Broadcasting & Cable TV Services 12/31 http://www.edgar-online.com © Copyright 2010, EDGAR Online...

  • Page 2
    ... Employer Identification No.) One Comcast Center, Philadelphia, PA 19103-2838 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 286-1700 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Class A Common Stock...

  • Page 3
    Part III-The Registrant's definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in May 2010.

  • Page 4
    ... Other Information Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services...

  • Page 5
    ... the planned annual dividend by 40% to $0.378 per share, with the first quarterly payment of $0.0945 per share occurring in January 2010 Available Information and Websites Our phone number is (215) 286-1700, and our principal executive offices are located at One Comcast Center, Philadelphia, PA...

  • Page 6
    1 Comcast 2009 Annual Report on Form 10-K

  • Page 7
    ... ("available homes") if we can connect them to our distribution system without further upgrading the transmission lines and if we offer the service in that area. Available homes for phone include digital and circuit-switched homes. See also Note (a) above. Comcast 2009 Annual Report on Form 10...

  • Page 8
    .... Our commercial phone service also includes a business directory listing and the option to add multiple phone lines. Advertising As part of our programming license agreements with programming networks, we often receive an allocation of scheduled advertising Comcast 2009 Annual Report on Form 10-K

  • Page 9
    ... in Comcast 2009 Annual Report on Form 10-K 4 which we generally pay on a fixed-fee basis, on a per customer basis in the case of software product licenses or on a video advertising revenue share basis in the case of content licenses. To offer our phone services, we license software products (such...

  • Page 10
    ..., channel capacity and quality of signals currently delivered to customers by DBS providers. Federal law generally provides satellite systems with access to cable-affiliated video programming services delivered by satellite. DBS providers also have marketing arrangements with certain phone companies...

  • Page 11
    ...video programming • video rental services and home video products Comcast 2009 Annual Report on Form 10-K 6 High-Speed Internet Services We compete with a number of companies offering Internet services, many of which have substantial resources, including: • wireline phone companies • Internet...

  • Page 12
    ... share with all other forms of programming provided to viewers, including broadcast networks, local television broadcast stations, pay and other cable networks, home video, pay-per-view and video on demand services, and Internet sites. Finally, our programming networks compete for advertising...

  • Page 13
    ... number of video customers we serve. The FCC is assessing whether it should revise a limit on the number of affiliated programming networks that a cable operator may carry on its cable systems. While the FCC's previous limit of Comcast 2009 Annual Report on Form 10-K 8 40% of the first 75 channels...

  • Page 14
    ... business by significantly increasing the number of cable system channels occupied by leased access users and by significantly increasing the administrative burdens and costs associated with complying with such rules. Cable Equipment The FCC has adopted regulations aimed at promoting the retail sale...

  • Page 15
    ... requirements for public, educational and governmental access programming, and some of our franchises require substantial channel capacity and financial support for this programming. The Communications Act also contains provisions Comcast 2009 Annual Report on Form 10-K 10 governing the franchising...

  • Page 16
    ... to assist law enforcement in conducting surveillance of persons suspected of criminal activity. The FCC has proposed adopting so-called "net neutrality" rules that would define certain rights for users of high-speed Internet services and regulate or restrict some types of commercial agreements...

  • Page 17
    11 Comcast 2009 Annual Report on Form 10-K

  • Page 18
    ... our phone services in this Annual Report on Form 10-K. The FCC has adopted a number of orders addressing regulatory issues relating to providers of nontraditional voice services such as ours, including regulations relating to customer proprietary network information, local number portability duties...

  • Page 19
    ..., satellite master antenna television systems and other companies that offer programming and other communications services, including high-speed Internet and phone services, to our customers and potential customers. In 2009, phone companies continued to expand their service areas, which now overlap...

  • Page 20
    ...that further increase the number of competitors we face for our video, high-speed Internet and phone services and our advertising business. For example, new services and technologies that may compete with our video services include online services that offer Internet video streaming, downloading and...

  • Page 21
    ...the foregoing, or power outages, natural disasters, terrorist attacks or other similar events, could result in a degradation or disruption of our cable services, excessive call volume to call centers or damage to our equipment and data. These network and information systems-related events also could...

  • Page 22
    ... integrate our programming assets with those of NBC Universal, create popular programming, develop new digital products and services or succeed in the highly competitive media industry. Also, as noted in more detail in Item 7, "Management's Discussion and Analysis of Financial Condition and Results...

  • Page 23
    ... high-speed Internet network consists of fiber-optic cables owned or leased by us and related equipment. We also operate regional data centers with equipment that is used to provide services (such as e-mail, news and web services) to our high-speed Internet customers and phone service customers. In...

  • Page 24
    ... under the current share repurchase authorization by the end of 2012, subject to market conditions. The total number of shares purchased during 2009 does not include any shares received in the administration of employee sharebased compensation plans. Comcast 2009 Annual Report on Form 10-K 18

  • Page 25
    ... and media industries. This peer group consists of Cablevision Systems Corporation (Class A), DISH Network Corporation, DirecTV Inc., Time Warner Cable Inc. and Time Warner Inc. The graph assumes $100 was invested on December 31, 2004 in our Class A common stock and Class A Special common stock and...

  • Page 26
    ... to Comcast Corporation Dividends declared per common share Balance Sheet Data (at year end) Total assets Long-term debt, less current portion Comcast Corporation shareholders' equity Statement of Cash Flows Data Net cash provided by (used in): Operating activities Investing activities Financing...

  • Page 27
    ... services individually and in packages. Our video services range from a limited analog service to a full digital service with access to hundreds of channels, including premium and pay-per-view channels On Demand, music channels, and an interactive, on-screen program guide. Digital video customers...

  • Page 28
    ... in December 2009, it increased the planned annual dividend by 40% to $0.378 per share, with the first quarterly payment of $0.0945 per share occurring in January 2010 NBC Universal Transaction We entered into agreements with General Electric Company ("GE") in December 2009 to form a new company of...

  • Page 29
    ...intangible assets recognized in 23 Comcast 2009 Annual Report on Form 10-K Consolidated Revenue Our Cable and Programming segments accounted for substantially all of the increases in consolidated revenue for 2009 and 2008. Our other business activities primarily consist of Comcast Interactive Media...

  • Page 30
    ... Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP. Cable Segment Overview Our cable systems allow us to deliver video, high-speed Internet and phone services to our residential and commercial customers...

  • Page 31
    ... effects of cable system acquisitions. Our average monthly 25 Phone We offer phone services that provide local and long-distance calling and include features such as voice mail, caller ID and call waiting. Our commercial phone service also includes a business directory listing and the option to add...

  • Page 32
    ... New England (Boston), Comcast SportsNet Northwest (Portland), Comcast Sports Southwest (Houston), and Comcast SportsNet Bay Area (San Francisco). These networks generate revenue from programming license agreements with multichannel video providers and through the sale of advertising. Franchise Fees...

  • Page 33
    ... additional channels and video on demand programming options to our customers. Technical labor expenses include the internal and external labor to complete service call and installation activities in the home, network operations, fulfillment and provisioning costs. These expenses increased in 2009...

  • Page 34
    ... of programming rights, the marketing and promotion of our programming networks and administrative costs. We have invested and expect to continue to invest in new and live-event programming that will cause our programming expenses to increase in the future. Comcast 2009 Annual Report on Form 10...

  • Page 35
    ... of investment income (loss), net for 2009, 2008 and 2007 are presented in a table in Note 6 to our consolidated financial statements. We have entered into derivative financial instruments that we account for at fair value and that economically hedge the market price fluctuations in the common stock...

  • Page 36
    29 Comcast 2009 Annual Report on Form 10-K

  • Page 37
    ... We and our Cable subsidiaries that have provided guarantees are subject to the covenants and restrictions set forth in the indentures governing our public debt securities and in the credit agreements governing our bank credit facilities (see Note 20 to our consolidated financial statements). We and...

  • Page 38
    ..., which resulted in a reduction in our tax payments of approximately $600 million. Investing Activities Net cash used in investing activities consists primarily of cash paid for capital expenditures, intangible assets, acquisitions and investments. Comcast 2009 Annual Report on Form 10-K 30

  • Page 39
    ... (video on demand equipment) and equipment necessary to provide certain video, highspeed Internet and phone service features (e.g., voice mail and e-mail). (c) Line extensions include the costs of extending our distribution system into new service areas. These costs typically include network design...

  • Page 40
    ... of prepaid forward sale agreements of equity securities we hold; subsidiary preferred shares; deferred compensation obligations; pension, post-retirement and post-employment benefit obligations; and programming rights payable under license agreements. Reserves for uncertain tax positions of...

  • Page 41
    ... economic benefits we receive from the right to solicit new customers and to market new services, such as advanced services and high-speed Internet and phone services, in a particular service area. The amounts we record for cable franchise rights are primarily a result of cable system acquisitions...

  • Page 42
    ... threshold and the measurement attribute in accordance with the accounting guidance related to uncertain tax positions. Examples of these transactions include business acquisitions and disposals, including Comcast 2009 Annual Report on Form 10-K 34 consideration paid or received in connection with...

  • Page 43
    ... December 31, 2009, approximately 99.7% of our total debt of $29.1 billion was at fixed rates with the remaining debt at variable rates. We are exposed to the market risk of adverse changes in interest rates. In order to manage the cost and volatility relating to the interest cost of our outstanding...

  • Page 44
    ... limit our exposure to and benefits from price fluctuations in the common stock of some of our investments, we use equity derivative financial instruments. These derivative financial instruments, which are accounted for at fair value, include equity collar agreements, prepaid forward sale agreements...

  • Page 45
    ... Consolidated Balance Sheet Consolidated Statement of Operations Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Consolidated Statement of Comprehensive Income Notes to Consolidated Financial Statements 37 38 39 40 41 42 43 43 44 Comcast 2009 Annual Report on Form...

  • Page 46
    ...free access and report directly to the Audit Committee. The Audit Committee recommended, and the Board of Directors approved, that the audited consolidated financial statements be included in this Form 10-K. Brian L. Roberts Chairman and Chief Executive Officer Comcast 2009 Annual Report on Form 10...

  • Page 47
    ... Public Accounting Firm Board of Directors and Stockholders Comcast Corporation Philadelphia, Pennsylvania We have audited the accompanying consolidated balance sheets of Comcast Corporation and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements...

  • Page 48
    ... 70,934,764 Class A Special common shares Accumulated other comprehensive income (loss) Total Comcast Corporation shareholders' equity Noncontrolling interests Total equity Total liabilities and equity See notes to consolidated financial statements. Comcast 2009 Annual Report on Form 10-K 40 $ 671...

  • Page 49
    Table of Contents Consolidated Statement of Operations Year ended December 31 (in millions, except per share data) 2009 2008 2007 Revenue Costs and Expenses: Operating (excluding depreciation and amortization) Selling, general and administrative Depreciation Amortization Operating income Other ...

  • Page 50
    ... Dividends paid Issuances of common stock Other Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year See notes to consolidated financial statements. Comcast 2009 Annual...

  • Page 51
    ... Cumulative effect related to change in accounting principle on January 1, 2008 (see Note 12) Stock compensation plans Repurchase and retirement of common stock Employee stock purchase plan Share exchange Dividends declared Other comprehensive income (loss) Sale (purchase) of subsidiary shares to...

  • Page 52
    ... to noncontrolling interests Comprehensive income attributable to Comcast Corporation See notes to consolidated financial statements. 43 $ 3,628 8 30 25 4 3,695 10 $ 3,705 $ 2,525 (13) 18 (55) (7) 2,468 22 $ 2,490 $ 2,549 (42) (85) 29 8 2,459 38 $ 2,497 Comcast 2009 Annual Report on Form 10-K

  • Page 53
    ... Center, and manages other facilities for sporting events, concerts and other events. We also own equity method investments in other programming networks and wireless-related companies. Note 2: Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial...

  • Page 54
    ...Other intangible assets consist primarily of franchise-related customer relationships acquired in business combinations, programming distribution rights, software, cable franchise renewal costs, and programming agreements and rights. These assets are amortized primarily on a straight-line basis over...

  • Page 55
    ... our video, high-speed Internet and phone services ("cable services") and from the sale of advertising. We recognize revenue from cable services as each service is provided. We manage credit risk by screening applicants through the use of credit bureau data. Comcast 2009 Annual Report on Form 10-K

  • Page 56
    ... businesses guarantee viewer ratings either for the programming or for the commercials. Revenue is deferred to the extent of an estimated shortfall in the ratings. Such shortfalls are primarily settled by providing additional advertising time, at which point the revenue is recognized. Cable...

  • Page 57
    ...adversely affected by interest-rate fluctuations. We manage our exposure to and benefits from price fluctuations in the common stock of some of our investments by using equity derivative financial instruments embedded in other contracts, such as prepaid forward sale agreements, whose values, in part...

  • Page 58
    ... market price of our Class A common stock or our Class A Special common stock, as applicable (see Note 14). Diluted EPS for 2009, 2008 and 2007 excludes approximately 195 million, 159 million and 61 million, respectively, of potential common shares related to our share-based compensation plans...

  • Page 59
    ... for our share of the partnership's debt. On January 1, Comcast 2009 Annual Report on Form 10-K 50 2008, the distribution of the assets of Insight Midwest was completed without assumption of any of Insight's debt by us and we received cable systems serving approximately 696,000 video customers in...

  • Page 60
    ... Corporate and Other. In June 2007, we acquired Rainbow Media Holdings LLC's 60% interest in Comcast SportsNet Bay Area (formerly known as Bay Area SportsNet) and its 50% interest in Comcast SportsNet New England (formerly known as Sports Channel New England), expanding our regional sports networks...

  • Page 61
    ... or technology, and (iii) a comparison to the value that would be obtained by exchanging our investment into Clearwire Corporation's publicly traded Class A shares. As of December 31, 2009, the fair value of our investment exceeded our cost basis. 52 Comcast 2009 Annual Report on Form 10-K

  • Page 62
    ... consolidated balance sheet. Investment Income (Loss), Net Year ended December 31 (in millions) 2009 2008 2007 Gains on sales and exchanges of investments, net Investment impairment losses Unrealized gains (losses) on securities underlying prepaid forward sale agreements Mark to market adjustments...

  • Page 63
    ... Other acquisitions in 2008 were primarily related to Internet-related businesses, including Plaxo and DailyCandy. Settlements and adjustments in 2008 were primarily related to the settlement of an uncertain tax position of an acquired entity (see Note 15). Comcast 2009 Annual Report on Form 10-K 54

  • Page 64
    ...31, 2009 Customer relationships Programming distribution rights Cable franchise renewal costs and contractual operating rights Software Patents and other technology rights Programming agreements and rights Other agreements and rights Total 4-12 years 6-22 years 5-15 years 3-5 years 3-12 years 1-10...

  • Page 65
    ..., for the repurchase of debt securities prior to their scheduled maturities, the repayment of outstanding borrowings under our revolving credit facility, the repayment of debt at its maturity, as well as for working capital and general corporate purposes. Comcast 2009 Annual Report on Form 10-K 56

  • Page 66
    ... to investment income (loss), net Repurchases Balance as of December 31, 2009 $ 385 7 $ 23 - $ 408 7 - (283) $ 109 $ (8) - 15 (8) (283) $ 124 Note 10: Fair Value Measurements and Derivative Financial Instruments The accounting guidance related to financial assets and financial liabilities...

  • Page 67
    ... of the quoted market value of Clearwire Corporation's publicly traded Class A shares and unobservable inputs related to the ownership units of Clearwire LLC and the voting stock of Clearwire Corporation, including the use of discounted cash flow models. Our investment in Clearwire LLC is classified...

  • Page 68
    ... to Comcast Corporation and transfers from (to) noncontrolling interests $ 3,638 30 (69) $ 3,599 Note 12: Postretirement, Pension and Other Employee Benefit Plans 2009 Postretirement Year ended December 31 (in millions) Benefits Pension Benefits 2008 Postretirement Benefits Pension Benefits 2007...

  • Page 69
    ... life insurance agreements in connection with the adoption of new accounting guidance. As of December 31, 2009 and 2008, this benefit obligation, which is primarily recorded to noncurrent liabilities, was $166 million Aggregate consideration Shares repurchased Comcast 2009 Annual Report on Form 10...

  • Page 70
    ...) Common Stock Share Class A A Special B Balance, January 1, 2007 Stock compensation plans Repurchase and retirement of common stock Employee stock purchase plan Balance, December 31, 2007 Stock compensation plans Repurchase and retirement of common stock Employee stock purchase plan Share exchange...

  • Page 71
    ... of grant of a Class A common stock option granted under our stock option plans and the related weighted-average valuation assumptions. Comcast 2009 Annual Report on Form 10-K 62 Stock Option Fair Value and Significant Assumptions 2009 2008 2007 Fair value Dividend yield Expected volatility Risk...

  • Page 72
    ...were issued under a stock option liquidity program in 2005 and will expire by the end of 2012. We also maintain a deferred stock option plan for certain employees and directors that provided the optionees with the opportunity to defer the receipt of shares of Class A or Class A Special common stock...

  • Page 73
    ... and 80,000 shares of Class A common stock and Class A Special common stock, respectively, were issuable under vested RSU awards, the receipt of which was irrevocably deferred by participants. Federal tax at statutory rate State income taxes, net of federal benefit Nondeductible losses from joint...

  • Page 74
    ... and equipment and intangible assets Differences between book and tax basis of investments Differences between book and tax basis of indexed debt securities Net deferred tax liability $ 375 137 1,188 (214) 1,486 $ 445 153 1,351 (225) 1,724 totaled $1.185 billion, excluding the federal benefits...

  • Page 75
    ... cash dividend of $0.0625 per common share paid in January 2009, which is a noncash financing activity • acquired approximately $559 million of property and equipment and software that were accrued but unpaid, which is a noncash investing activity • issued an interest in a consolidated entity...

  • Page 76
    ... invested in the plan's company stock account. The plaintiff asserts that the defendants breached their fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in managing the plan by allowing participants to continue to invest in the company stock account during a time...

  • Page 77
    ... position, but could possibly be material to our consolidated results of operations or cash flows for any one period. * * * We believe the claims in each of the actions described above in this item are without merit and intend to defend the actions vigo Comcast 2009 Annual Report on Form 10-K 68

  • Page 78
    ... service's price on a stand-alone basis. Our Cable segment includes our regional sports networks. Our Programming segment consists primarily of our consolidated national programming networks, E!, Golf Channel, VERSUS, G4 and Style. Corporate and Other activities include Comcast Interactive Media...

  • Page 79
    ... amount outstanding of Comcast Holdings' ZONES due November 2029. We have included Comcast Holdings' condensed consolidated financial information for all periods presented. Our condensed consolidating financial information is presented in the tables below. Comcast 2009 Annual Report on Form 10-K 70

  • Page 80
    ... current assets Investments Investments in and amounts due from subsidiaries eliminated upon consolidation Property and equipment, net Franchise rights Goodwill Other intangible assets, net Other noncurrent assets, net Total assets Liabilities and Equity Accounts payable and accrued expenses related...

  • Page 81
    ... current assets Investments Investments in and amounts due from subsidiaries eliminated upon consolidation Property and equipment, net Franchise rights Goodwill Other intangible assets, net Other noncurrent assets, net Total assets Liabilities and Equity Accounts payable and accrued expenses related...

  • Page 82
    ...) (17,202) - (17,202) - (17,202) Consolidated Comcast Corporation $ 35,756 - 35,756 14,396 7,646 5,483 1,017 28,542 7,214 (2,348) 282 (64) 22 (2,108) 5,106 (1,478) 3,628 10 3,638 (in millions) Revenue: Service revenue Management fee revenue Costs and Expenses: Operating (excluding depreciation and...

  • Page 83
    ... of affiliates, net Other income (expense) Income (loss) before income taxes Income tax (expense) benefit Net income (loss) from consolidated operations Net (income) loss attributable to noncontrolling interests Net income (loss) attributable to Comcast Corporation Comcast 2009 Annual Report on Form...

  • Page 84
    ...(12,733) - (12,733) - (12,733) $ Consolidated Comcast Corporation $ 31,060 - 31,060 12,334 6,940 5,107 1,101 25,482 5,578 (2,289) 601 (63) 522 (1,229) 4,349 (1,800) 2,549 38 2,587 (in millions) Revenue: Service revenue Management fee revenue Costs and Expenses: Operating (excluding depreciation and...

  • Page 85
    ...of common stock Dividends paid Issuances of common stock Other Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Comcast 2009 Annual Report on Form 10-K Comcast...

  • Page 86
    ... for intangible assets Acquisitions, net of cash acquired Proceeds from sales of investments Purchases of investments Other Net cash provided by (used in) investing activities Financing Activities: Proceeds from borrowings Repurchases and repayments of debt Repurchases of common stock Dividends paid...

  • Page 87
    ... of common stock Issuances of common stock Other Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Comcast 2009 Annual Report on Form 10-K Comcast Parent...

  • Page 88
    ...Exchange Act Rules 13a-15 or 15d-15, our disclosure controls and procedures were effective. Management's annual report on internal control over financial reporting Refer to Management's Report on Internal Control Over Financial Reporting on page 38. 79 Item 9B: Other Information None. Comcast 2009...

  • Page 89
    ... Corporation since March 2007. Before March 2007, Mr. Angelakis served as Managing Director and as a member of the Management and Investment Committees of Providence Equity Partners for more than five years. Mr. Angelakis is also a director of Comcast Holdings. Comcast 2009 Annual Report on Form...

  • Page 90
    ...: Principal Accountant Fees and Services We incorporate the information required by this item by reference to our 2010 Proxy Statement. We intend to file our 2010 Proxy Statement for our annual meeting of shareholders with the SEC on or before April 30, 2010. 81 Comcast 2009 Annual Report on Form 10...

  • Page 91
    ...Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2002). Rights Agreement dated as of November 18, 2002, between Comcast Corporation and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company...

  • Page 92
    ... the Comcast Holdings Corporation Unfunded Plan of Deferred Compensation (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended December 31, 2002). Employment Agreement between Comcast Corporation and Julian A. Brodsky, dated as of May 1, 2009 (incorporated...

  • Page 93
    ...Compensation and Deferred Compensation Agreement and Stock Appreciation Bonus Plan between Comcast Holdings Corporation and Ralph J. Roberts, as amended and restated March 16, 1994 (incorporated by reference to Exhibit 10.13 to the Comcast Holdings Corporation Annual Report on Form 10-K for the year...

  • Page 94
    ... and Restated Limited Liability Company Agreement of Navy, LLC (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on December 4, 2009). Statement of Earnings to fixed charges and earnings to combined fixed charges and preferred dividends. List of subsidiaries. Consent...

  • Page 95
    ...Philadelphia, Pennsylvania on February 23, 2010. By: /s/ B RIAN L. R OBERTS Brian L. Roberts Chairman and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...Michael I. Sovern Comcast 2009 Annual Report on Form 10-K 86 ...

  • Page 96
    ... statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ D ELOITTE & T OUCHE LLP Philadelphia, Pennsylvania February 23, 2010 87 Comcast 2009 Annual Report...

  • Page 97
    ..., 2008 and 2007 Allowance for Doubtful Accounts Balance at Beginning (in millions) of Year Costs and Expenses Additions Charged to Deductions from Reserves (a) Balance at End of Year 2009 2008 2007 (a) Uncollectible accounts written off. Comcast 2009 Annual Report on Form 10-K 88 $ 190 181 157...

  • Page 98
    ... hereby amends and restates the Comcast Corporation 2003 Stock Option Plan, (the "Plan"), effective October 27, 2009. (b) Purpose . The purpose of the Plan is to assist the Sponsor and its Affiliates in retaining valued employees, officers and directors by offering them a greater stake in the...

  • Page 99
    ...Code of 1986, as amended. (h) " Comcast Plan " means any restricted stock, stock bonus, stock option or other compensation plan, program or arrangement established or maintained by the Sponsor or an Affiliate of the Sponsor, including, but not limited to this Plan, the Comcast Corporation 2002 Stock...

  • Page 100
    ...'s employment agreement between the Optionee and the Sponsor or an Affiliate, if any. (n) " Fair Market Value ." If Shares are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price of a Share on the principal exchange on which Shares are listed on...

  • Page 101
    ...'s Family Member as to which evidence of ownership has, within the preceding six months, been provided to the Sponsor in connection with the crediting of "Deferred Stock Units" to such Optionee's Account under the Comcast Corporation 2002 Deferred Stock Option Plan (as in effect from time to time...

  • Page 102
    ... of the Code and applicable Treasury Regulations issued thereunder. (x) " Person " means an individual, a corporation, a partnership, an association, a trust or any other entity or organization. (y) " Plan " means the Comcast Corporation 2002 Stock Option Plan. (z) " Share " or " Shares ." (i) (ii...

  • Page 103
    ... the Securities Exchange Act of 1934, as amended. 3. RIGHTS TO BE GRANTED (a) Types of Options and Other Rights Available for Grant . Rights that may be granted under the Plan are: (i) (ii) Incentive Stock Options, which give an Optionee who is an employee of a Company the right for a specified time...

  • Page 104
    ..., as applicable. In addition, for the avoidance of doubt, Options may not be granted covering Shares repurchased by the Sponsor on the open market with proceeds, if any, received by the Sponsor on account of the payment of the option price for an Option by Optionees. 5. ADMINISTRATION OF PLAN...

  • Page 105
    ...the Committee and one or more officers of the Company designated by the Committee, discretion under the Plan to grant, amend, interpret and administer Options with respect to any employee or officer of a Company who (x) holds a position with Comcast Corporation of Senior Vice President or a position...

  • Page 106
    ... individuals who are employees of a Company on the Date of Grant other than Officers. The terms and conditions of Options granted to individuals other than Non-Employee Directors shall be determined by the Committee, subject to Paragraph 7. The terms and conditions of Cash Rights shall be determined...

  • Page 107
    ... ownership has been attested, or the number of Shares to be surrendered in satisfaction of the Option Price, as applicable; provided further , however, that the option price may not be paid in Shares if the Committee determines that such method of payment would result in liability under section 16...

  • Page 108
    ..., free of all liens, claims and encumbrances of every kind and having a Fair Market Value on the date of delivery that is equal to or greater than the aggregate option price for the Option Shares subject to payment by the surrender of Shares, accompanied by stock powers duly endorsed in blank by...

  • Page 109
    ... the number of whole Shares issuable on the exercise of an Option and a check for the Fair Market Value on the date of exercise of any fractional Share to which the Optionee is entitled. (f) Termination of Employment . For purposes of the Plan, a transfer of an employee between two employers, each...

  • Page 110
    ... made payment in full of the option price for such Shares. Each such exercise shall be irrevocable when given. Each notice of exercise must (i) specify the Incentive Stock Option, Non-Qualified Option or combination thereof being exercised; and (ii) if applicable, include a statement of preference...

  • Page 111
    ... OF INCENTIVE STOCK OPTIONS The aggregate Fair Market Value (determined as of the time Options are granted) of the Shares with respect to which Incentive Stock Options may first become exercisable by an Optionee in any one calendar year under the Plan and any other plan of the Company shall not...

  • Page 112
    ... of securities of the Sponsor, the Board shall make appropriate equitable anti-dilution adjustments to the number and class of shares of stock available for issuance under the Plan, and subject to outstanding Options, and to the option prices and the amounts payable pursuant to any Cash Rights. Any...

  • Page 113
    ... pursuant to Rule 16b-3(b) under the 1934 Act) change the class of individuals eligible to receive an Incentive Stock Option, extend the expiration date of the Plan, decrease the minimum option price of an Incentive Stock Option granted under the Plan or increase the maximum number of shares as to...

  • Page 114
    ... of federal or state securities laws is available, the Committee may defer exercise of any Option until such Shares are appropriately registered or qualified or an appropriate legal opinion has been received, as applicable. 15. WITHHOLDING OF TAXES ON EXERCISE OF OPTION (a) Whenever the Company...

  • Page 115
    ... applicable law; provided that the Optionee certifies in writing to the Sponsor that the Optionee owns a number of Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value of Option Shares to be withheld by the Company for the thencurrent exercise on account...

  • Page 116
    ...applicable laws, including federal or state securities laws, and all Shares issued under the Plan shall be subject to the terms and restrictions contained in the Articles of Incorporation and By-Laws of the Sponsor, as amended from time to time. Executed as of the 27 th day of October, 2009. COMCAST...

  • Page 117
    ... the Comcast Corporation Supplemental Retirement-Investment Plan (the "Supplemental RIP"), a non-qualified deferred compensation plan pursuant to which eligible employees have been credited with certain account balances that are credited with earnings at the same rate as the earnings rate for active...

  • Page 118
    ... Inc. 2002 Deferred Compensation Plan (the "E! Plan"), a non-qualified deferred compensation plan pursuant to which eligible employees have been credited with certain account balances that are credited with earnings at the same rate as the earnings rate for active participants in the Plan. Under the...

  • Page 119
    ... the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 2.5. " Annual Rate of Pay " means, as of any date, an employee's annualized base pay rate. An employee's Annual Rate of Pay shall not include sales commissions...

  • Page 120
    ...3.1(a), Comcast Corporation Class A Common Stock, par value $0.01, including a fractional share; and such other securities issued by Comcast Corporation as may be subject to adjustment in the event that shares of either class of Company Stock are changed into, or exchanged for, a different number or...

  • Page 121
    ... to the Comcast Corporation 2003 Director Compensation Plan) for services as a member of the Board and as a member of any Committee of the Board; and (b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company, excluding sales commissions or...

  • Page 122
    ...been actively and continuously in service to the Company or an Affiliate. (g) Each other employee of a Participating Company who is designated by the Committee, in its discretion, as an Eligible Employee. 2.23. " Fair Market Value " (a) If shares of Company Stock are listed on a stock exchange, Fair...

  • Page 123
    ...) who is not in active service as an Outside Director and is not actively employed by a Participating Company. 2.28. " Income Fund " means a hypothetical investment fund pursuant to which income, gains and losses are credited to a Participant's Account as if the Account, to the extent deemed...

  • Page 124
    ... last business day preceding the first day of each calendar year beginning thereafter. 2.32. " New Key Employee " means each employee of a Participating Company: (a) who becomes an employee of a Participating Company and has an Annual Rate of Pay of $200,000 or more as of his employment commencement...

  • Page 125
    ...38. " Plan " means the Comcast Corporation 2002 Deferred Compensation Plan, as set forth herein, and as amended from time to time. 2.39. " Prime Rate " means, for any calendar year, the interest rate that, when compounded daily pursuant to rules established by the Administrator from time to time, is...

  • Page 126
    ...the form of Company Stock shall be credited to the Company Stock Fund and credited with income, gains and losses in accordance with Section 5.2(c). (b) Subsequent Elections . Each Participant or Beneficiary shall have the right to elect to defer (or, in limited cases, accelerate) the time of payment...

  • Page 127
    ...or Eligible Employee's right to make an Initial Election for any other calendar year. (a) Initial Election of Distribution Date . Each Outside Director or Eligible Employee shall, contemporaneously with an Initial Election, also elect the time of payment of the amount of the deferred Compensation to...

  • Page 128
    ... Spouses . (i) General Rule . A Surviving Spouse who is a Deceased Participant's Beneficiary may elect to change the manner of distribution, or defer the time of payment, of any part or all of such Deceased Participant's Account the payment of which would be made neither within six (6) months after...

  • Page 129
    ... . (i) General Rule . A Beneficiary of a Deceased Participant (other than a Surviving Spouse) may elect to change the manner of distribution, or defer the time of payment, of any part or all of such Deceased Participant's Account the payment of which would be made neither within six (6) months after...

  • Page 130
    ... been permitted to make a Subsequent Election under Section 3.5(h)) may elect to change the form of distribution from the form of distribution that payment of the Retired Participant's Account would otherwise be made and may elect to defer the time of payment of the Retired Participant's Account for...

  • Page 131
    ... Participant to make a Subsequent Election to change the form of distribution that the payment of the Retired Participant's account would otherwise be made or to defer the time of payment of any part or all of such Retired or Disabled Participant's Account for a minimum of two years and a maximum...

  • Page 132
    ...to the Personal Representative, who shall apply the same to the payment of the Decedent's Death Taxes, or the Administrator may pay such amounts directly to any taxing authority as payment on account of Decedent's Death Taxes, as the Administrator elects; (iv) If the Administrator makes a withdrawal...

  • Page 133
    ... all or any portion of his or her Account, make new payment elections as to the form and timing of payment of such amounts as may be permitted under the Comcast Corporation 2005 Deferred Compensation Plan, provided that following the completion of such new payment election, such amounts shall not be...

  • Page 134
    ... and losses as if it were invested in the Company Stock Fund may direct, as of any business day, to have all or any portion of the amount credited to the Company Stock Fund deemed transferred to the Income Fund, in accordance with procedures established by the Administrator from time to time. No...

  • Page 135
    ...in the form of Company Stock, rounded to the nearest whole share. (d) Timing of Credits . Compensation deferred pursuant to the Plan shall be deemed invested in the Income Fund on the date such Compensation would otherwise have been payable to the Participant. Accumulated Account balances subject to...

  • Page 136
    ...does not receive timely payment of benefits to which the Applicant believes he is entitled under the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided. An Applicant may file a claim for benefits with the Administrator on a form supplied by the Administrator. If the...

  • Page 137
    ... regulations of the Department of Labor set forth in 29 CFR § 2560.503-1. Claims for benefits under the Plan must be filed with the Administrator at the following address: Comcast Corporation 1500 Market Street Philadelphia, PA 19102 Attention: General Counsel ARTICLE 10 - AMENDMENT OR TERMINATION...

  • Page 138
    ...form, and vice versa , as the context may require. 12.4. Law Governing Construction . The construction and administration of the Plan and all questions pertaining thereto, shall be governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other applicable federal law...

  • Page 139
    ...and restatement of the Plan shall be February 10, 2009 IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be executed by its officers thereunto duly authorized, and its corporate seal to be affixed hereto, as of the 10 th day of February, 2009. COMCAST CORPORATION BY: /s/ David L. Cohen...

  • Page 140
    ... to make additional retirement benefits and increased financial security available on a tax-favored basis to those individuals, the Board of Directors of Comcast Corporation, a Pennsylvania corporation (the "Board"), hereby amends and restates the Comcast Corporation 2005 Deferred Compensation Plan...

  • Page 141
    ... the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 2.5. " Annual Rate of Pay " means, as of any date, an employee's annualized base pay rate. An employee's Annual Rate of Pay shall not include sales commissions...

  • Page 142
    ...3.1(a), Comcast Corporation Class A Common Stock, par value $0.01, including a fractional share, and such other securities issued by Comcast Corporation as may be subject to adjustment in the event that shares of either class of Company Stock are changed into, or exchanged for, a different number or...

  • Page 143
    ...of securities of the Company. In such event, the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company Stock credited to Participants' Accounts under the Company Stock Fund. Any reference to the term "Company Stock" in the Plan...

  • Page 144
    ... Employee; provided, in each case, that such individual's Compensation is administered under the Company's common payroll system. 2.22. " Fair Market Value " (a) If shares of Company Stock are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price...

  • Page 145
    ... has been in continuous service to the Company or an Affiliate since December 31, 1989. (b) Each employee of a Participating Company who was, at any time before January 1, 1995, eligible to participate in the Comcast Corporation Deferred Compensation Plan and whose Annual Rate of Pay is $90,000 or...

  • Page 146
    ... the time of payment of the amount of deferred Compensation to which the Initial Election relates. 2.28. " New Key Employee " means each employee of a Participating Company: (a) who becomes an employee of a Participating Company and has an Annual Rate of Pay of $200,000 or more as of his employment...

  • Page 147
    ... business day preceding the first day of each calendar year beginning thereafter. 2.38. " Prior Plan " means the Comcast Corporation 2002 Deferred Compensation Plan. 2.39. " Retired Participant " means a Participant who has terminated service pursuant to a Normal Retirement. 2.40. " Severance Pay...

  • Page 148
    ... Accounts of Outside Directors in the form of Company Stock shall be credited to the Company Stock Fund and credited with income, gains and losses in accordance with Section 5.2(c). (b) Subsequent Elections . Each Participant or Beneficiary shall have the right to elect to defer the time of payment...

  • Page 149
    ...or Eligible Employee's right to make an Initial Election for any other calendar year. (a) Initial Election of Distribution Date . Each Outside Director or Eligible Employee shall, contemporaneously with an Initial Election, also elect the time of payment of the amount of the deferred Compensation to...

  • Page 150
    ... to make a Subsequent Election defer the time of payment of any part or all of such Inactive Participant's Account for a minimum of five years and a maximum of ten additional years from the previously-elected payment date, by filing a Subsequent Election with the Administrator at least 12 months...

  • Page 151
    ...or a Disabled Participant to make a Subsequent Election to defer the time of payment of any part or all of such Retired or Disabled Participant's Account that would not otherwise become payable within twelve (12) months of such Subsequent Election for a minimum of five (5) years and a maximum of ten...

  • Page 152
    ...to the Personal Representative, who shall apply the same to the payment of the Decedent's Death Taxes, or the Administrator may pay such amounts directly to any taxing authority as payment on account of Decedent's Death Taxes, as the Administrator elects; (iv) If the Administrator makes a withdrawal...

  • Page 153
    ... Account shall be distributed, pursuant to an Initial Election or Subsequent Election in either (i) a lump sum payment or (ii) substantially equal monthly or annual installments over a five (5), ten (10) or fifteen (15) year period. Installment distributions payable in the form of shares of Company...

  • Page 154
    ..., or to another deferred compensation plan, program or arrangement sponsored by the Company or an Affiliate. Following the completion of such transfer, with respect to the benefit transferred, the Participant shall have no further right to payment under this Plan. (b) The Administrator may, with...

  • Page 155
    ... of amounts credited to the Company Stock Fund with respect to Outside Directors' Accounts shall be distributable in the form of Company Stock, rounded to the nearest whole share. (d) Timing of Credits . Compensation deferred pursuant to the Plan shall be deemed invested in the Income Fund on...

  • Page 156
    ... of Company Stock at Fair Market Value as of the effective date of an investment election. 5.3. Status of Deferred Amounts . Regardless of whether or not the Company is a Participant's employer, all Compensation deferred under this Plan shall continue for all purposes to be a part of the general...

  • Page 157
    ...pay state, local or foreign taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xi) (or any successor provision of law). 8.2.6. In satisfaction of a debt of a Participant to a Participating Company where such debt is incurred in the ordinary course of the service relationship...

  • Page 158
    ...does not receive timely payment of benefits to which the Applicant believes he is entitled under the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided. An Applicant may file a claim for benefits with the Administrator on a form supplied by the Administrator. If the...

  • Page 159
    ...claims procedure regulations of the Department of Labor set forth in 29 CFR § 2560.503-1. Claims for benefits under the Plan must be filed with the Administrator at the following address: Comcast Corporation One Comcast Center 1701 John F. Kennedy Boulevard Philadelphia, PA 19103 Attention: General...

  • Page 160
    ...form, and vice versa , as the context may require. 12.4. Law Governing Construction . The construction and administration of the Plan and all questions pertaining thereto, shall be governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other applicable federal law...

  • Page 161
    ... Stock Plan (the "Plan"), effective October 27, 2009. The purpose of the Plan is to promote the ability of Comcast Corporation to recruit and retain employees and enhance the growth and profitability of Comcast Corporation by providing the incentive of long-term awards for continued employment...

  • Page 162
    ... the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. (e) " Annual Rate of Pay " means, as of any date, an employee's annualized base pay rate. An employee's Annual Rate of Pay shall not include sales commissions...

  • Page 163
    ... Code of 1986, as amended. (l) " Comcast Plan " means any restricted stock, restricted stock unit, stock bonus, stock option or other compensation plan, program or arrangement established or maintained by the Company or an Affiliate, including but not limited to this Plan, the Comcast Corporation...

  • Page 164
    ... applies to such Deferred Stock Units, as applicable. The portion of a Grantee's Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the...

  • Page 165
    ... last reported sale price of a Share on the principal exchange on which Shares are listed on the date of determination, or if such date is not a trading day, the next trading date. If Shares are not so listed, but trades of Shares are reported on the Nasdaq National Market, Fair Market Value shall...

  • Page 166
    ... of determining the time and form of payment of amounts credited to the Income Fund, the rules of the Comcast Corporation 2005 Deferred Compensation Plan shall apply on the same basis as if such amounts were credited to a participant's account under such Deferred Compensation Plan. (ff) " Initial...

  • Page 167
    ...'s Family Member as to which evidence of ownership has, within the preceding six months, been provided to the Company in connection with the crediting of "Deferred Stock Units" to such Grantee's Account under the Comcast Corporation 2002 Deferred Stock Option Plan (as in effect from time to time...

  • Page 168
    .... (oo) " Plan " means the Comcast Corporation 2002 Restricted Stock Plan, as set forth herein, and as amended from time to time. (pp) " Prime Rate " means, for any calendar year, the interest rate that, when compounded daily pursuant to rules established by the Committee from time to time, is...

  • Page 169
    ... and for purposes of Paragraphs 2(jj) and 9(c), the term "Share" or "Shares" also means a share or shares of Special Common Stock. (ww) " Special Common Stock " means Class A Special Common Stock, par value $0.01, of the Company. (xx) " Special Diversification Election " means, with respect to each...

  • Page 170
    ... the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to: (i) select those Employees and Non-Employee Directors to whom Awards shall be granted under the Plan, to determine the number of Shares and/or Restricted Stock Units, as applicable, to...

  • Page 171
    ... and awards of restricted stock and restricted stock units with respect to any Eligible Employee who is either (x) a Named Executive Officer ( i.e. , an officer who is required to be listed in the Company's Proxy Statement Compensation Table) or (y) is a Section 16(b) Officer, is reserved to the...

  • Page 172
    ... and one or more officers of the Company designated by the Committee, discretion under the Plan to grant, amend, interpret and administer grants of Restricted Stock and Restricted Stock Units with respect to any Eligible Employee who (x) holds a position with Comcast Corporation of Senior Vice...

  • Page 173
    ... the rules for performance-based compensation under section 162(m) of the Code. All references to Shares in Awards granted before the consummation of the AT&T Broadband Transaction as to which a Vesting Date has not occurred shall be deemed to be references to Special Common Stock. (f) Rights of...

  • Page 174
    ... before the 30 th day following the Date of Grant and 12 or more months in advance of the applicable Vesting Date. No Initial Election to defer the receipt of Shares issuable with respect to Restricted Stock or Restricted Stock Units that are Performance-Based Compensation shall be effective unless...

  • Page 175
    ... close of business at least one year before the date on which the distribution would otherwise be made. A Deceased Grantee's Successor-in-Interest may elect to: (A) file a Subsequent Election to defer the distribution date for the Deceased Grantee's Shares issuable with respect to Restricted Stock...

  • Page 176
    ..., as determined by the Committee. (iv) A Retired Grantee may elect to defer the distribution date of the Retired Grantee's Shares issuable with respect to Restricted Stock or Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Election must be...

  • Page 177
    ... Administrator may, with a Grantee's consent, make such arrangements as it may deem appropriate to transfer the Company's obligation to pay benefits with respect to such Grantee which have not become payable under this Plan, to another employer, whether through a deferred compensation plan, program...

  • Page 178
    ... to pay benefits with respect to such Grantee which have not become payable under the deferred compensation plan, program or arrangement under which such future right to payment arose, to the Plan, or to assume a future payment obligation of the Company or an Affiliate under another plan, program or...

  • Page 179
    ... be effective earlier than the business day next following the lapse of six (6) months from the date Deferred Stock Units are credited to the Account following the lapse of restrictions with respect to an Award. (iv) Timing of Credits . Account balances subject to a Diversification Election under...

  • Page 180
    ... as to the date or time of payment of any benefit payable under the Plan, To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Grantee upon...

  • Page 181
    ...Grantee's separation from service will be deferred and paid to the Grantee in a lump sum immediately following that six month period. 9. SECURITIES LAWS; TAXES (a) Securities Laws . The Committee shall have the power to make each grant of Awards under the Plan subject to such conditions as it deems...

  • Page 182
    ... in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Shares and/or other outstanding equity security or a recapitalization or other...

  • Page 183
    ...) does not receive timely payment of benefits to which the Applicant believes he is entitled under Paragraph 8 of the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided. An Applicant may file a claim for benefits with the Committee on a form supplied by the...

  • Page 184
    ... regulations of the Department of Labor set forth in 29 CFR § 2560.503-1. Claims for benefits under the Plan must be filed with the Committee at the following address: Comcast Corporation One Comcast Center, 52 nd Floor 1701 John F. Kennedy Boulevard Philadelphia, PA 19103-2838 Attention: General...

  • Page 185
    16. GOVERNING LAW The Plan and all determinations made and actions taken pursuant to the Plan shall be governed in accordance with Pennsylvania law. Executed as of the 27 th day of October, 2009. COMCAST CORPORATION BY: /s/ David L. Cohen ATTEST: /s/ Arthur R. Block -25-

  • Page 186
    ... the Comcast Corporation 2004 Management Achievement Plan (the "MAP"). The purpose of the Plan is to provide management employees of Comcast Corporation (the "Company") and the Company's Affiliates (as defined below) with an incentive to accomplish such business objectives as from time to time may...

  • Page 187
    ... and products offered by the Company or a division, customer service measurements and other objective financial or service-based standards relevant to the Company's business as may be established by the Committee. (p) " Retirement " means termination of employment with the Company and its Affiliates...

  • Page 188
    ... or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power to: (i) provide rules and regulations for the management, operation and administration of the Plan, and, from time to time, to amend...

  • Page 189
    ...shall be final and conclusive. (b) Grants . Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to select those Eligible Employees to whom Awards shall be granted under the Plan, to determine the amount of cash to be paid pursuant...

  • Page 190
    ...to an individual who is not an Eligible Employee of the Company or an Affiliate of the Company. 5. AWARDS The Committee may grant Awards in accordance with the Plan. The terms and conditions of Awards shall be as determined from time to time by the Committee, consistent, however, with the following...

  • Page 191
    ... performance and payment conditions applicable generally to Awards for Grantees who are employees of the transferee division, all as shall be determined by the Committee in an equitable manner. (2) Termination of Employment . (i) Termination For Any Reason Other Than Death, Disability or Retirement...

  • Page 192
    ... employment with the Company and its Affiliates because of Disability or Retirement, the Company shall pay the Award to the Grantee at the same time that Awards are payable to Grantees whose employment has not terminated. The Award shall be calculated based on the extent to which the applicable...

  • Page 193
    ... the rights or obligations of the Company or a Grantee under any other such contract, arrangement, or voluntary pension, profit sharing or other compensation plan. (d) Separability . If any term or condition of the Plan shall be invalid or unenforceable to any extent or in any application, then...

  • Page 194
    ... been less had the financial statements been correct. In addition, to the extent that the receipt of an Award subject to repayment under this Paragraph 8(h) has been deferred pursuant to the Comcast Corporation 2005 Deferred Compensation Plan (or any other plan, program or arrangement that permits...

  • Page 195
    ... Stock Purchase Plan (the "Plan"), effective May 12, 2009. The Plan is intended to encourage and facilitate the purchase of shares of common stock of Comcast Corporation by Eligible Employees of the Company and any Participating Companies, thereby providing such Eligible Employees with a personal...

  • Page 196
    ... a person who is an employee of a Participating Company. (n) " Fair Market Value " means the closing price per Share on the principal national securities exchange on which the Shares are listed or admitted to trading or, if not listed or traded on any such exchange, on the National Market System of...

  • Page 197
    ...(y) " Plan " means the Comcast Corporation 2002 Employee Stock Purchase Plan, as set forth in this document, and as may be amended from time to time. (z) " Plan Termination Date " means the earlier of: (1) the Offering Termination Date for the Offering in which the maximum number of Shares specified...

  • Page 198
    ...bb) " Shares " means shares of Comcast Corporation Class A Common Stock, par value $0.01. (cc) " Successor-in-Interest " means the Participant's executor or administrator, or such other person or entity to which the Participant's rights under the Plan shall have passed by will or the laws of descent...

  • Page 199
    ...to have purchased a number of whole Shares equal to the quotient obtained by dividing the balance credited to the Participant's Account as of the Offering Termination Date, by the Purchase Price, rounded to the next lowest whole Share. Shares deemed purchased by a Participant under the Plan shall be...

  • Page 200
    ...Company (or such earlier date as the Board or the Committee may reasonably determine) shall constitute the Offering Termination Date for any outstanding Offering. (c) Fractional Shares and Minimum Number of Shares . Fractional Shares shall not be issued under the Plan. Amounts credited to an Account...

  • Page 201
    ... effective as the Comcast Corporation 2001 Employee Stock Purchase Plan, provided that subject to the approval of the Company's shareholders at the Company's Annual Meeting of Shareholders to be held in 2009, the number of Shares in the aggregate that may be issued under the Plan, pursuant to the...

  • Page 202
    ... or advisable under the regulations of the Securities and Exchange Commission or the Internal Revenue Service, the rules of any stock exchange or system on which the Shares are listed or other applicable law or regulation. 15. Effective Date . The original effective date of the Plan was December 20...

  • Page 203
    ... given only if delivered personally, telecopied, or sent by first class mail, postage prepaid, and addressed: If to the Company : Comcast Corporation One Comcast Center 1701 JFK Boulevard Philadelphia, PA 19103 Fax: 215-286-7794 Attention: General Counsel Or any other address provided pursuant to...

  • Page 204
    ... the terms of the Plan and his or her agreement to be bound hereby. 22. Applicable Law . This Plan shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, to the extent not preempted by applicable Federal law. Executed as of the 12 th day of May 2009. COMCAST CORPORATION...

  • Page 205
    ... is entered into on the 31 st day of December, 2009, is between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the "Company"), and BRIAN L. ROBERTS ("Employee"). BACKGROUND WHEREAS, the parties entered into an Employment Agreement dated as of January 1, 2005, as...

  • Page 206
    ... 26 th day of January, 2010, between COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the "Company"), and ARTHUR R. BLOCK ("Employee"). BACKGROUND The Company and Employee entered into an Employment Agreement (the "Agreement") as of December 16, 2009 (the "Effective...

  • Page 207
    ...pay the dividends on outstanding preference securities. Interest associated with our uncertain tax positions is a component of income tax expense. (2) In July 2006, in connection with transactions with Adelphia and Time Warner, we transferred our previously owned cable systems located in Los Angeles...

  • Page 208
    ...pay the dividends on outstanding preference securities. Interest associated with our uncertain tax positions is a component of income tax expense. (2) In July 2006, in connection with transactions with Adelphia and Time Warner, we transferred our previously owned cable systems located in Los Angeles...

  • Page 209
    ... CCF Management Services, Inc. Century-TCI California Communications, L.P. Century-TCI Holdings, LLC Children's Network, LLC Classic Services, Inc. Clinton Cable TV Investors, Inc. Clinton TV Cable Company, LLC CMC Technologies India Private Limited Coastal Cable T.V., Inc. Colorado Terrace Tower II...

  • Page 210
    ... City GP, Inc. Comcast Cablevision of Garden State, Inc. Comcast Cablevision of Philadelphia Area I, LLC Comcast Cablevision of Southeast Michigan, Inc. Comcast Capital Corporation Comcast CCH Subsidiary Holdings, Inc. Comcast CHC Subsidiary Holdings, Inc. Comcast Children's Network Holdings, LLC...

  • Page 211
    ...CTV Holdings, LLC Comcast CVC Ventures Comcast DC Radio, Inc. Comcast Digital, LLC Comcast Encore, Inc. Comcast Entertainment Holdings LLC Comcast Entertainment Networks Holdings, LLC Comcast Entertainment Productions, Inc. Comcast Financial Agency Corporation Comcast Florida Programming Investments...

  • Page 212
    ... Trust VI Comcast MO Financial Services, Inc. Comcast MO Financing A Comcast MO Financing B Comcast MO Foreign Investments, Inc. Comcast MO Group Funding, Inc. Comcast MO Group, Inc. Comcast MO Holdings I, LLC Comcast MO Holdings II, Inc. Comcast MO Information Technology Systems, Inc. Comcast MO...

  • Page 213
    ... LLC Comcast of California/Massachusetts/Michigan/Utah, Inc. Comcast of California/Pennsylvania/Utah/Washington, Inc. Comcast of Carolina, Inc. Comcast of Celebration, LLC Comcast of Central New Jersey II, LLC Comcast of Central New Jersey, LLC Comcast of Chesterfield County, Inc. Comcast of Chicago...

  • Page 214
    .../Georgia/Massachusetts/New Hampshire/New York/North Carolina/Virginia/Vermont, LLC Comcast of Contra Costa, Inc. Comcast of Cupertino, Inc. Comcast of Danbury, Inc. Comcast of Davis County, Inc. Comcast of Delmarva, Inc. Comcast of Detroit Comcast of Detroit, Inc. Comcast of East San Fernando Valley...

  • Page 215
    ..., LLC Comcast of Louisiana/Mississippi/Texas, LLC Comcast of Lower Merion, LLC Comcast of Macomb County, Inc. Comcast of Macomb, Inc. Comcast of Maine/New Hampshire, Inc. Comcast of Margate, Inc. Comcast of Marianna, Inc. Comcast of Marin I, Inc. Comcast of Marin II, Inc. Comcast of Maryland Limited...

  • Page 216
    ... Northern California II, Inc. Comcast of Northern Illinois, Inc. Comcast of Northern Indiana, Inc. Comcast of Northwest New Jersey, LLC Comcast of Novato, Inc. Comcast of Ocean County, LLC Comcast of Ohio, Inc. Comcast of Oregon I, Inc. Comcast of Oregon II, Inc. Comcast of Panama City, Inc. Comcast...

  • Page 217
    ... II, Inc. Comcast of South Jersey, LLC Comcast of Southeast Pennsylvania, LLC Comcast of Southern California, Inc. Comcast of Southern Illinois, Inc. Comcast of Southern Mississippi, Inc. Comcast of Southern New England, Inc. Comcast of Southern Tennessee, LLC Comcast of Spokane, LLC Comcast of St...

  • Page 218
    ..., LLC Comcast Phone II, LLC Comcast Phone Management, LLC Comcast Phone of Alabama, LLC Comcast Phone of Arizona, LLC Comcast Phone of Arkansas, LLC Comcast Phone of California, LLC Comcast Phone of Central Indiana, LLC Comcast Phone of Colorado, LLC Comcast Phone of Connecticut, Inc. Comcast Phone...

  • Page 219
    ... Shared Services Corporation Comcast Spectacor Ventures, LLC Comcast Spectacor, L.P. Comcast Sports Holding Company, LLC Comcast Sports Management Services, LLC Comcast Sports NY Holdings, Inc. Comcast Sports Southwest, LLC Comcast SportsNet Bay Area Holdings, Inc. Comcast SportsNet Chicago Holdings...

  • Page 220
    ..., LLC Comcast/TWC New Hampshire Cable Advertising, LLC Comcast/TWC Saranac Lake Cable Advertising, LLC Comcast-Spectacor Foundation ComCon Entertainment Holdings, Inc. Command Cable of Eastern Illinois Limited Partnership Community Realty, Inc. Community Telecable of Seattle, Inc. Conditional Access...

  • Page 221
    ... Television Corporation Flyers Atlantic City Youth Hockey Club, Inc. Flyers Skate Zone, L.P. For Games Music, LLC Four Flags Cable TV Four Flags Cablevision FPS Rink, Inc. FPS Rink, L.P. FPS Urban Renewal, Inc. Front Row Marketing Services, L.P. G4 Holding Company G4 Media Productions, LLC G4 Media...

  • Page 222
    ... States Limited Partner, LLC Mt. Clemens Cable TV Investors, Inc. MW Sports Holdings, LLC MW Sports Network, LLC National Cable Communications LLC National Digital Television Center, LLC NDTC Technology, Inc. New England Cable News New England Microwave, Inc. Northwest Illinois Cable Corporation...

  • Page 223
    ... New England Limited Partnership SportsChannel Pacific Associates Spot Buy Spot, LLC St. Louis Tele-Communications, Inc. Stage II, L.P. Sterling Entertainment Enterprises, LLC Storer Administration, Inc. Strata Marketing, Inc. StreamSage, Inc. Susquehanna Cable Co., LLC Susquehanna Cable Investment...

  • Page 224
    ..., Inc. TCI Great Lakes, Inc. TCI Hits At Home, Inc. TCI Holdings, Inc. TCI Holdings, LLC TCI ICM VI, Inc. TCI IL-Holdings II, LLC TCI IL-Holdings, Inc. TCI Internet Holdings, Inc. TCI Internet Services, LLC TCI IP-VI, LLC TCI IT Holdings, Inc. TCI Lake II, LLC TCI Lake, Inc. TCI Lenfest, Inc. TCI...

  • Page 225
    .... TCI Pennsylvania Holdings, Inc. TCI Programming Holding Company III TCI Realty, LLC TCI South Carolina IP-I, LLC TCI Southeast, Inc. TCI Spartanburg IP-IV, LLC TCI Starz, Inc. TCI Technology Management, LLC TCI Telecom, Inc. TCI Texas Cable Holdings LLC TCI Texas Cable, LLC TCI TKR Cable II, Inc...

  • Page 226
    ...Private Limited UACC Midwest Insgt Holdings, LLC UA-Columbia Cablevision of Massachusetts, Inc. UATC Merger Corp. UCTC LP Company UCTC of Los Angeles County, Inc. United Artists Holdings, Inc. United Artists Holdings, LLC United Cable Investment of Baltimore, Inc. United Cable Television Corporation...

  • Page 227
    WestMarc Cable Holding, Inc. WestMarc Development II, Inc. WestMarc Development III, LLC WestMarc Development IV, LLC WestMarc Development, LLC WestMarc Realty, Inc. York Cable Television, LLC DE CO CO CO CO CO DE

  • Page 228
    ... dated February 23, 2010, relating to the consolidated financial statements and financial statement schedule of Comcast Corporation (which reports express unqualified opinions and include an explanatory paragraph relating to the adoption of new accounting pronouncements in 2009 and 2008), and the...

  • Page 229
    ... or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2010 Name: Title: /s/ B RIAN L. R OBERTS Brian L. Roberts Chief Executive Officer Comcast 2009 Annual Report on Form 10-K

  • Page 230
    ...or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2010 Name: Title: /s/ M ICHAEL J. A NGELAKIS Michael J. Angelakis Chief Financial Officer Comcast 2009 Annual Report on Form 10-K

  • Page 231
    ... Annual Report on Form 10-K of Comcast Corporation (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. Brian L. Roberts, the Chief Executive...