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COMCAST CORP
FORM 10-K
(Annual Report)
Filed 02/25/11 for the Period Ending 12/31/10
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 2011, 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
    ... 10-K (Annual Report) Filed 02/25/11 for the Period Ending 12/31/10 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 2011, EDGAR Online, Inc. All Rights...

  • Page 2
    ...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, $0.01 par value Class A Special...

  • Page 3
    Part III-The Registrant's definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in May 2011.

  • Page 4
    ... 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits and Financial Statement Schedules Signatures This Annual Report on Form 10-K is for the year ended December 31, 2010. This Annual Report on Form 10...

  • Page 5
    ... company that develops, produces and distributes entertainment, news, sports and other content to global audiences. As of December 31, 2010, our cable systems served approximately 22.8 million video customers, 17.0 million highspeed Internet customers and 8.6 million phone customers and passed...

  • Page 6
    ... Telemundo affiliated local television stations, Universal Pictures filmed entertainment, the Universal Studios Hollywood theme park and other related assets. We contributed our national cable programming networks, our regional sports and news networks, certain of our Internet businesses, including...

  • Page 7
    ... video, high-speed Internet and phone services. We market our cable services individually and in packages to both residential and business customers. Subscription rates and related charges vary according to the service selected and the type of equipment the customer uses, and customers typically pay...

  • Page 8
    ...voice mail, caller ID and call waiting. Our phone service for business customers 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 generally receive an allocation of scheduled...

  • Page 9
    ... services directly to residential and business customers through our call centers, door-to-door selling, direct mail advertising, television advertising, Internet advertising, local media advertising, telemarketing and retail outlets. We also market our video, high-speed Internet and phone services...

  • Page 10
    ... a local cable franchise (see "Legislation and Regulation" below). In some areas, these phone companies also have marketing arrangements with DBS providers in which their high-speed Internet and phone services are sold together with a DBS provider's video services . Comcast 2010 Annual Report on...

  • Page 11
    ... developments. Other Competitors Our cable services also may compete to some degree for customers with other companies, such as: • online services that offer Internet video streaming and distribution of movies, television shows and other video programming • local television broadcast stations...

  • Page 12
    ... internationally. To obtain long-term contracts with distributors, we may make cash payments, provide an initial period in which license fee payments are waived or do both. Our programming networks assist distributors with ongoing marketing and promotional activities to acquire and retain customers...

  • Page 13
    ...-kind value for retransmission rights of its owned local television stations in the form of more attractive distribution terms for its cable programming networks. Market trends are moving toward direct monetary compensation for these retransmission rights. 9 Comcast 2010 Annual Report on Form 10-K

  • Page 14
    ..., as of December 31, 2010. The table below presents a summary of the NBC affiliated local television stations owned and operated by NBCUniversal. DMA Served (a) Station General Market Rank (b) New York, NY Los Angeles, CA Chicago, IL Philadelphia, PA Dallas-Fort Worth, TX San Francisco-Oakland-San...

  • Page 15
    ..., specific forms of media or certain periods of time. NBCUniversal generally retains all rights relating to the worldwide distribution of its internally produced films, including rights for theatrical exhibition, home entertainment distribution, pay and advertising-supported television exhibition...

  • Page 16
    ... share with all forms of programming provided to viewers, including broadcast networks, local television broadcast stations, pay and other cable networks, home entertainment, pay-per-view and video services, online activities, including Internet streaming and downloading and websites providing...

  • Page 17
    ... television stations, broadcast programming content and advertising, how we package our programming to customers and other providers, access to cable system channels by franchising authorities and other parties, the use of utility poles and conduits, and our high-speed Internet and phone services...

  • Page 18
    ... competition for systems covering another 4% of our video customers. From time to time, Congress and the FCC consider imposing new pricing or packaging regulations, including proposals that would require cable operators to offer programming networks on an a la carte or themed-tier basis instead of...

  • Page 19
    ... directly to a cable distribution network system with a CableCARD and receive one-way analog and digital video services without the need for a set-top box. In 2010, the FCC adopted additional CableCARD regulations that, among other things, require cable operators to provide a credit to customers...

  • Page 20
    ... regulations on high-speed Internet service providers. It is uncertain whether any of these proposals will be adopted. The adoption of new laws or the application of existing laws to the Internet could have a material adverse effect on our high-speed Internet business. Comcast 2010 Annual Report...

  • Page 21
    ...adopted a number of rules for providers of nontraditional phone services such as ours, including regulations relating to customer proprietary network information, local number portability duties and benefits, disability access, E911, CALEA and contributions to the federal Universal Service Fund, but...

  • Page 22
    ...primary signal of our owned Telemundo affiliated local television stations. FCC rules also limit the display during children's programming of Internet addresses of websites that contain or link to commercial material or that use program characters to sell products. The FCC is considering whether the...

  • Page 23
    ... full-power owned local television stations broadcast exclusively in digital format. Digital broadcasting permits a television station to offer a variety of services using its single 6 MHz channel, such as highdefinition video programming, multiple channels of video programming and data transmission...

  • Page 24
    19 Comcast 2010 Annual Report on Form 10-K

  • Page 25
    ... and operated broadcast stations. Internet Distribution Under the NBCUniversal Order and NBCUniversal Consent Decree, we are required to make certain of our cable, broadcast and film programming available to bona fide online video distributors under certain conditions, and they may invoke commercial...

  • Page 26
    ...have an adverse effect on our cable programming and broadcast businesses. Sponsorship Identification and Advertising Federal legislation and FCC rules provide that whenever a broadcast station transmits any programming for which it has received money, service or other valuable consideration, it must...

  • Page 27
    ... online behavioral advertising; such changes, if adopted, could have an adverse impact on our businesses to the extent our networks and websites offer content targeted to children and teens. We are also subject to state and federal rules and laws regarding information security. Most of these rules...

  • Page 28
    ..., network and sports programming; customer service standards; political advertising; Emergency Alert System requirements for analog and digital services; origination cablecasting (i.e., programming locally originated by and under the control of the cable operator); equal employment opportunity...

  • Page 29
    ... local television stations compete for viewers with other cable networks, broadcast networks and television stations, as well as with other forms of content available in the home, such as video games, DVDs and websites, and they also compete for the sale of advertising time with other cable networks...

  • Page 30
    ... impose additional costs and restrictions on our businesses. Federal, state and local governments extensively regulate the video services industry and may increase the regulation of the Internet service and VoIP digital phone service industries. We expect that 25 Comcast 2010 Annual Report on Form...

  • Page 31
    ... our net cable services customer additions during 2010. Moreover, weak economic conditions may have a negative impact on the advertising revenue of our cable and programming businesses. Weak economic conditions could also reduce prices that MVPDs pay for our cable television programming and has...

  • Page 32
    ... as movie studios, television production companies, sports organizations and other suppliers. Competition for popular content is intense, and we may be forced to increase the price we are willing to pay or be outbid by our competitors for popular content. Renewing our contract rights or acquiring...

  • Page 33
    ... their value or increasing the costs of enforcing our rights. See "Legislation and Regulation - Other Areas - Intellectual Property and Piracy" above for additional information. Labor disputes, whether involving our own employees or sports leagues, may disrupt our operations and adversely affect our...

  • Page 34
    Comcast 2010 Annual Report on Form 10-K 28

  • Page 35
    ...safety and adherence to diverse local labor laws and regulations, potentially adverse tax developments, political or social unrest, corruption and risks related to government regulation. If these risks come to pass, our business may be adversely affected. 29 Comcast 2010 Annual Report on Form 10-K

  • Page 36
    ... some areas the distribution cable is buried in underground ducts or trenches. Customer premises equipment ("CPE") consists primarily of set-top boxes and cable modems. The physical components of cable systems require periodic maintenance and replacement. Comcast 2010 Annual Report on Form 10-K 30

  • Page 37
    ... is used to provide services (such as e-mail, news and web services) to our high-speed Internet customers and phone service customers. In addition, we maintain two network operations centers with equipment necessary to monitor and manage the status of our high-speed Internet network. We own or lease...

  • Page 38
    ...of $0.1125 per share to be paid in April 2011. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors. Holders of our Class A common stock in the aggregate hold 66 2 / 3 % of the voting power of our capital stock. The number of votes...

  • Page 39
    ... under the current share repurchase authorization by the end of 2011, subject to market conditions. The total number of shares purchased during 2010 does not include any shares received in the administration of employee sharebased compensation plans. 33 Comcast 2010 Annual Report on Form 10...

  • Page 40
    ... 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, 2005 in our Class A common stock and Class A Special common stock and...

  • Page 41
    ... 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 42
    ... the sale of advertising and, as of December 31, 2010, the operations of our regional sports and news networks. As of December 31, 2010, our cable systems served approximately 22.8 million video customers, 17.0 million high-speed Internet customers and 8.6 million phone customers and passed more...

  • Page 43
    ... Telemundo affiliated local television stations, Universal Pictures filmed entertainment, the Universal Studios Hollywood theme park and other related assets. We contributed our national cable programming networks, our regional sports and news networks, certain of our Internet businesses, including...

  • Page 44
    ... and Programming segments accounted for substantially all of the increases in consolidated operating, selling, general and administrative expenses for 2010 and 2009. The remaining changes related to our other business activities, primarily Comcast Interactive Media and Comcast Spectacor, and costs...

  • Page 45
    ...Comcast 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 business customers...

  • Page 46
    ... and business customers. During 2010 and 2009, we added approximately 988,000 and 1.1 million phone customers, respectively. Advertising As part of our programming license agreements with programming networks, we generally receive an allocation of scheduled advertising time that we may sell to local...

  • Page 47
    ... new fees for retransmission of broadcast networks are incurred, and as we provide additional channels and video on demand programming options to our customers. Technical labor expenses include the internal and external labor costs to complete service call and installation activities in the home as...

  • Page 48
    ...Expenses Programming operating, selling, general and administrative expenses consist mainly of the cost of producing television programs and live events, the purchase of programming rights, the marketing and promotion of our programming networks, and administrative costs. Comcast 2010 Annual Report...

  • Page 49
    ... derivative financial instruments that we account for at fair value and that economically hedge the market price fluctuations in the common stock of all of our investments accounted for as trading securities and substantially all of our investments accounted for as available-for-sale securities. The...

  • Page 50
    ... with cash on hand and $650 million of commercial paper borrowings. The cash paid will be adjusted after the close to reflect final balances of certain working capital accounts and other closing adjustments. The transaction also calls for the payment to GE, in the future, of certain tax benefits to...

  • Page 51
    ... the end of 2011, subject to market conditions. Customer premises equipment Scalable infrastructure Line extensions Support capital Upgrades (capacity expansion) Business services Total $2,715 800 100 373 363 496 $4,847 $2,934 855 120 421 356 351 $5,037 $3,147 1,024 212 522 407 233 $5,545 Cable...

  • Page 52
    ... the first quarterly dividend of $0.1125 per share to be paid in April 2011. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors. The table below sets forth information on our share repurchases and dividends paid in 2010, 2009 and...

  • Page 53
    ... and is due to General Electric Capital Corporation, a subsidiary of GE. The note is collateralized by substantially all of the assets of Station Venture and Station LP, and is guaranteed by LIN TV. In connection with the closing of the NBCUniversal transaction, GE has indemnified NBCUniversal for...

  • Page 54
    ... has terminated its existing programs and has since established new third party monetization programs with a syndicate of banks, of which the primary relationship is with General Electric Capital Corporation, a subsidiary of GE, and another third-party bank. Comcast 2010 Annual Report on Form 10...

  • Page 55
    ... benefits we receive from the right to solicit new customers and to market new services, such as advanced video 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 56
    49 Comcast 2010 Annual Report on Form 10-K

  • Page 57
    ... but could possibly be material to our consolidated results of operations or cash flow for any one period. As of December 31, 2010, our uncertain tax positions and related accrued interest were approximately $1.3 billion and $604 million, respectively. Comcast 2010 Annual Report on Form 10-K 50

  • Page 58
    ... 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 and indexed debt instruments. 51 Comcast 2010 Annual Report...

  • Page 59
    ... 10 to our consolidated financial statements for a discussion of our investments and derivative financial instruments. Foreign Currency Exchange Risk Management We are exposed to the market risks associated with fluctuations in foreign currency exchange rates as they relate to our foreign currency...

  • Page 60
    ...Financial Statements And Supplementary Data Index Page Report of Management Report of Independent Registered Public Accounting Firm Consolidated Balance Sheet Consolidated Statement of Operations Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Consolidated Statement...

  • Page 61
    ... audits of our consolidated financial statements and internal control over financial reporting. The Audit Committee meets regularly with management and with our internal auditors and independent registered public accounting firm (collectively, the "auditors") to review matters related to the quality...

  • Page 62
    ... 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, 2010 and 2009, and the related consolidated statements of operations, cash...

  • Page 63
    ... and outstanding, 9,444,375 Additional paid-in capital Retained earnings Treasury stock, 365,460,750 Class A common shares and 70,934,764 Class A Special common shares Accumulated other comprehensive income (loss) Total Comcast Corporation shareholders' equity Noncontrolling interests Total equity...

  • Page 64
    Table of Contents Consolidated Statement of Operations Year ended December 31 (in millions, except per share data) 2010 2009 2008 Revenue Costs and Expenses: Operating (excluding depreciation and amortization) Selling, general and administrative Depreciation Amortization Operating income Other ...

  • Page 65
    ... 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 year Cash and cash equivalents, end of year See notes to consolidated financial statements...

  • Page 66
    ...Balance, January 1, 2008 $ Cumulative effect related to change in accounting principle on January 1, 2008 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...

  • Page 67
    Balance, December 31, 2009 Stock compensation plans Repurchase and retirement of common stock Employee stock purchase plan Dividends declared Other comprehensive income (loss) Sale (purchase) of subsidiary shares...notes to consolidated financial statements. 59 Comcast 2010 Annual Report on Form 10-K

  • Page 68
    ... to noncontrolling interests Comprehensive income attributable to Comcast Corporation See notes to consolidated financial statements. $3,668 (71) 32 (13) (1) 3,615 (33) $3,582 $3,628 8 30 25 4 3,695 10 $3,705 $2,525 (13) 18 (55) (7) 2,468 22 $2,490 Comcast 2010 Annual Report on Form 10-K 60

  • Page 69
    ... operation of cable systems in the United States. As of December 31, 2010, we served approximately 22.8 million video customers, 17.0 million high-speed Internet customers and 8.6 million phone customers. Our regional sports and news networks are also included in our Cable segment. Our Programming...

  • Page 70
    61 Comcast 2010 Annual Report on Form 10-K

  • Page 71
    ... costs. We capitalize initial customer installation costs that are directly attributable to installation of the drop, including material, labor and overhead costs, in accordance with accounting guidance related to cable television companies. All costs incurred in connection with subsequent service...

  • Page 72
    ... to 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 internal customer information, identification verification...

  • Page 73
    ... of stock options, restricted share units ("RSUs") and the discounted sale of company stock to employees through our employee stock purchase plan. Associated costs are based on an award's estimated fair value at the date of grant and are recognized over the period in which any related services are...

  • Page 74
    ... securities using the treasury stock method. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our Class A common stock or our Class A Special common stock, as applicable...

  • Page 75
    ... in the Comcast asset pool as a step acquisition, which was in accordance with the applicable accounting guidance at that time. The results of operations for the cable systems acquired in the Insight transaction have been reported in our consolidated financial statements since January 1, 2008...

  • Page 76
    ... of voting stock are exchangeable into one share of Clearwire Corporation's publicly traded Class A stock. Also in connection with the investment, we entered into an agreement with Sprint Nextel that allows us to offer wireless services using certain of Sprint Nextel's existing wireless networks and...

  • Page 77
    ... consolidated balance sheet. Investment Income (Loss), Net Year ended December 31 (in millions) 2010 2009 2008 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 78
    ... Life at December 31, 2010 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization 2009 December 31 (in millions) Customer relationships Programming distribution rights Cable franchise renewal costs and contractual operating rights Software Patents and other...

  • Page 79
    ... were used for working capital and general corporate purposes, including the repayment of debt at its maturity and funding a portion of our payment to GE at the closing of the NBCUniversal transaction in 2011. Debt Repayments and Repurchases Year ended December 31, 2010 (in millions) 5.85% notes...

  • Page 80
    ... be paid or received upon termination, if any, would be based on the fair value of the outstanding contracts at that time. As of both December 31, 2010 and 2009, the estimated fair value of those swaps was an asset of $26 million. The table below summarizes the terms of our existing swaps. Balance...

  • Page 81
    whose values, in part, are derived from the market value of certain publicly traded common stock. 71 Comcast 2010 Annual Report on Form 10-K

  • Page 82
    ...) on securities underlying prepaid forward sale agreement Mark to market adjustments on derivative component of prepaid forward sale agreement Gain (loss) on fair value hedging relationships Cash Flow Hedges For derivative financial instruments designated as cash flow hedges of interest rate risk...

  • Page 83
    ... income (loss). Nondesignated In 2010, 2009 and 2008, certain derivative financial instruments relating to equity price risk and interest rate risk were not designated as fair value or cash flow hedges. Changes in fair value for these instruments are recognized on a current basis in earnings. Equity...

  • Page 84
    ... 31, 2010 Level 1 Level 2 Level 3 Total Fair Value as of December 31, 2009 Level 1 Level 2 Level 3 Total Assets Trading securities Available-for-sale securities Equity warrants Interest rate swap agreements Liabilities Derivative component of ZONES Derivative component of prepaid forward sale...

  • Page 85
    ... Benefits 2008 Postretirement Benefits Pension Benefits Benefit obligation Fair value of plan assets Plan funded status and recorded benefit obligation Portion of benefit obligation not yet recognized in benefits expense Benefits expense Discount rate Expected return on plan assets Other Employee...

  • Page 86
    ... repurchased $1,200 70 $765 50 $2,800 141 In January 2011, our Board of Directors approved an increase of 19% to our planned annual dividend to $0.45 per share and approved the first quarterly dividend of $0.1125 per share to be paid in April 2011. Comcast 2010 Annual Report on Form 10-K 76

  • Page 87
    ... settled option is exercised. Following the change in 2007, we offered employees the opportunity to modify their outstanding stock options from cash settled to net settled. The modifications that were made did not result in any additional compensation expense. 77 Comcast 2010 Annual Report on Form...

  • Page 88
    ... 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 com- Comcast 2010 Annual Report...

  • Page 89
    ... Plan We maintain an employee stock purchase plan that offers employees the opportunity to purchase shares of Class A common stock at a 15% discount. We recognize the fair value of the discount associated with shares purchased under the plan as share-based compensation expense. The employee cost...

  • Page 90
    ..., we recognized approximately $411 million of income tax benefits as a result of the settlement of an uncertain tax position of an acquired entity. The tax position related to the deductibility of certain costs incurred in connection with a business acquisition. The primary impacts of the settlement...

  • Page 91
    Comcast 2010 Annual Report on Form 10-K 80

  • Page 92
    ...'s 50% interest in the Comcast asset pool, which is a noncash investing activity • recorded a liability of approximately $180 million for a quarterly cash dividend of $0.0625 per common share paid in January 2009, which is a noncash financing activity • acquired approximately $559 million of...

  • Page 93
    ... potential class in the Pennsylvania case is our customer base in the "Philadelphia and Chicago Clusters," as those terms are defined in the complaints. In each case, the plaintiffs allege that certain customer exchange transactions with other cable providers resulted in unlawful horizontal market...

  • Page 94
    Comcast 2010 Annual Report on Form 10-K 82

  • Page 95
    ..., the final disposition of any of the above actions is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations or cash flows for any one period. 83 Comcast 2010 Annual Report on Form 10-K

  • Page 96
    ... revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service's price on a stand-alone basis. (b) Our Cable segment includes our regional sports and news networks. (c) Our Programming segment...

  • Page 97
    ... 20: Quarterly Financial Information (Unaudited) (in millions, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year 2010 Revenue Operating income Net income attributable to Comcast Corporation Basic earnings per common share attributable to Comcast Corporation...

  • Page 98
    ... Telemundo affiliated local television stations, Universal Pictures filmed entertainment, the Universal Studios Hollywood theme park and other related assets. We contributed our national cable programming networks, our regional sports and news networks, certain of our Internet businesses, including...

  • Page 99
    ...Contents Additional fees paid in connection with the closing of the transaction will be recorded as expenses in the first quarter of 2011. Preliminary Purchase Price Allocation and Unaudited Pro Forma Information Since we now control NBCUniversal Holdings, we will apply acquisition accounting to the...

  • Page 100
    ...: Condensed Consolidating Financial Information Comcast Corporation and four of our 100% owned cable holding company subsidiaries, Comcast Cable Communications, LLC ("CCCL"), Comcast MO Group, Inc. ("Comcast MO Group"), Comcast Cable Holdings, LLC ("CCH") and Comcast MO of Delaware, LLC ("Comcast MO...

  • Page 101
    ... Contents Condensed Consolidating Balance Sheet December 31, 2009 Comcast (in millions) Assets Cash and cash equivalents Investments Accounts receivable, net Other current assets Total current assets Investments Investments in and amounts due from subsidiaries eliminated upon consolidation Property...

  • Page 102
    ...,760) - (16,760) - (16,760) $ Consolidated Comcast Corporation $ 37,937 - 37,937 15,250 8,091 5,539 1,077 29,957 7,980 (2,156) 288 (141) 133 (1,876) 6,104 (2,436) 3,668 (33) 3,635 (in millions) Revenue: Service revenue Management fee revenue Costs and Expenses: Operating (excluding depreciation and...

  • Page 103
    Table of Contents Condensed Consolidating Statement of Operations For the Year Ended December 31, 2009 Comcast (in millions) Revenue: Service revenue Management fee revenue Costs and Expenses: Operating (excluding depreciation and amortization) Selling, general and administrative Depreciation ...

  • Page 104
    Table of Contents Condensed Consolidating Statement of Operations For the Year Ended December 31, 2008 Comcast (in millions) Revenue: Service revenue Management fee revenue Costs and Expenses: Operating (excluding depreciation and amortization) Selling, general and administrative Depreciation ...

  • Page 105
    ... paid 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...

  • Page 106
    ... paid 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...

  • Page 107
    ... paid 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...

  • Page 108
    ...Refer to Report of Independent Registered Public Accounting Firm on page 55. Changes in internal control over financial reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15...

  • Page 109
    ... President of Comcast Cable until March 2010. Mr. Burke is also a director of JPMorgan Chase & Company and Berkshire Hathaway, Incorporated. Item 11: Executive Compensation We incorporate the information required by this item by reference to our 2011 Proxy Statement. 97 Comcast 2010 Annual Report...

  • Page 110
    ... Statement for our annual meeting of shareholders with the SEC on or before April 30, 2011. Item 13: Certain Relationships and Related Transactions, and Director Independence We incorporate the information required by this item by reference to our 2011 Proxy Statement. Comcast 2010 Annual Report...

  • Page 111
    ... year ended December 31, 2002). Specimen 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 EquiServe Trust Company...

  • Page 112
    ... Director Compensation Plan, as amended and restated effective October 3, 2007 (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended December 31, 2007). Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective January 1, 2011...

  • Page 113
    by reference to Exhibit 99.1 to our Current Report on Form 8-K filed on December 28, 2007). Comcast 2010 Annual Report on Form 10-K 100

  • Page 114
    ... 13, 2008). 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...

  • Page 115
    .... The following financial statements from Comcast Corporation's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on February 25, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheet; (ii...

  • Page 116
    ..., thereunto duly authorized in Philadelphia, Pennsylvania on February 25, 2011. 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 on behalf of the Registrant...

  • Page 117
    ...financial 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 25, 2011 Comcast 2010 Annual Report...

  • Page 118
    ...Comcast Corporation and Subsidiaries Schedule II-Valuation and Qualifying Accounts Year ended December 31, 2010, 2009 and 2008 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 2010...

  • Page 119
    ... 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 120
    ... who is in active service as an Outside Director; and (b) Each Participant who is actively employed by a Participating Company as an Eligible Employee. 2.3. " Administrator " means the Committee. 2.4. " Affiliate " means, with respect to any Person, any other Person that, directly or indirectly, is...

  • Page 121
    ... Comcast Corporation 2002 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 (i) Severance Pay, (ii) sales...

  • Page 122
    commissions or other similar payments or awards, (iii) bonuses earned under any program designated by the Company's Programming Division as a "long-term incentive plan" and (iv) bonuses earned under any long-term incentive plan for employees of NBC Universal (as defined in Section 3.1(a)(ii). 2.16. ...

  • Page 123
    ... 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 124
    ...Base Salary; and (b) Designate 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...

  • Page 125
    ... amount credited to an Account under the Plan, including an Active Participant, a Deceased Participant and an Inactive Participant. 2.32. " Participating Company " means the Company and each Affiliate of the Company designated by the Committee in which the Company owns, directly or indirectly...

  • Page 126
    ... on a pro rata basis from each periodic installment payment of such Outside Director's or Eligible Employee's Compensation for the calendar year (in accordance with the general pay practices of the Participating Company), and credited, as a bookkeeping entry, to such Outside Director's or Eligible...

  • Page 127
    ...'s Account, if any, including but not limited to the provisions of the Plan relating to Subsequent Elections, and shall be treated as actively employed for purposes of the definition of the term "Applicable Interest Rate" until such individual ceases to be employed by the Company or an Affiliate...

  • Page 128
    ... and before the close of such calendar year, and (ii) the PerformanceBased Compensation that he would otherwise be entitled to receive based on services performed for Performance Periods that include the calendar year in which the New Key Employee was hired or promoted and after the filing...

  • Page 129
    ... until 12 months after the date on which such Subsequent Election is made. (a) Active Participants . Each Active Participant, who has made an Initial Election, or who has made a Subsequent Election, may elect to defer the time of payment of any part or all of such Participant's Account for a minimum...

  • Page 130
    ... on or before the close of business on the date that is at least twelve (12) months before the date on which the lump-sum distribution or initial installment payment would otherwise be made. The number of Subsequent Elections under this Section 3.5(f) shall be determined by the Committee in its sole...

  • Page 131
    ... The total amount of Company Credits designated with respect to an Eligible Employee's Account for any Plan Year shall be credited to such Eligible Employee's Account as of the time or times designated by the Committee, as a bookkeeping entry to such Eligible Employee's Account in accordance with...

  • Page 132
    ...or more Subsequent Elections with respect to such Company Credits (and income, gains and losses credited with respect to Company Credits) on the same basis as all other amounts credited to such Participant's Account. 3.9. Required Suspension of Payment of Benefits . To the extent compliance with the...

  • Page 133
    ...to pay benefits with respect to such Participant 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...

  • Page 134
    ... to the Income Fund. Distributions 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...

  • Page 135
    ... 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 funds...

  • Page 136
    ...). 8.2.5. To 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...

  • Page 137
    ...be taken in order to submit a claim for review. Written notice of a denial of a claim shall be provided within 90 days of the receipt of the claim, provided that if special circumstances require an extension of time for processing the claim, the Administrator may notify the Applicant in writing that...

  • Page 138
    ... 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 Counsel...

  • Page 139
    ...any Participant the right to remain in service as an Outside Director or in the employment of a Participating Company as an executive or in any other capacity. 12.2. Expenses of Plan . All expenses of the Plan shall be paid by the Participating Companies. 12.3. Gender and Number . Whenever any words...

  • Page 140
    ... Comcast Corporation 2002 Restricted Stock Plan (the "Plan"), effective December 15, 2010. 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...

  • Page 141
    ... Committee in the names of the respective Grantees (i) to which Deferred Stock Units, dividend equivalents and earnings on dividend equivalents shall be credited with respect to the portion of the Account allocated to the Company Stock Fund and (ii) to which an amount equal to the Fair Market Value...

  • Page 142
    2005 Deferred Compensation Plan as in effect for active participants in such Plan from time to time. The effective date of any reduction in the Applicable Interest Rate shall not precede the later of: (A) the 30 th day following the date of the Committee's action to establish a reduced rate; or (B) ...

  • Page 143
    ... Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were credited to the Income Fund, held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account...

  • Page 144
    ... December 3, 2009, by and among: General Electric Company, a New York corporation; NBC Universal, Inc, a Delaware corporation; Comcast; and, Navy, LLC, a Delaware limited liability company. (t) " Deferred Stock Units " means the number of hypothetical Shares subject to an Election. (u) " Disability...

  • Page 145
    ... means an employee of a Participating Company, as determined by the Committee. (z) " Fair Market Value " means: (i) 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 146
    ... 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 147
    ... six months, been received in exchange for Shares surrendered as payment, in full or in part, or as to which ownership was attested to as payment, in full or in part, of the exercise price for an option to purchase any securities of the Company or an Affiliate of the Company, under any Comcast Plan...

  • Page 148
    .... (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 149
    ... such Shares. (zz) " Subsidiary Companies " means all business entities that, at the time in question, are subsidiaries of the Company, within the meaning of section 424(f) of the Code. (aaa) " Successor-in-Interest " means the estate or beneficiary to whom the right to payment under the Plan shall...

  • Page 150
    ... 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 151
    ... 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 President or...

  • Page 152
    ...Non-Employee Directors. 7. RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS The Committee may grant Awards in accordance with the Plan, provided that the Board or the Committee may grant Awards to NonEmployee Directors authorized by the Comcast Corporation 2002 Non-Employee Director Compensation...

  • Page 153
    ... be references to Special Common Stock. (f) Rights of the Grantee . Grantees may have such rights with respect to Shares subject to an Award as may be determined by the Committee and set forth in the Award, including the right to vote such Shares, and the right to receive dividends paid with respect...

  • Page 154
    ... defer the receipt of Shares issuable with respect to Restricted Stock Units that are not Performance-Based Compensation shall be effective unless it is filed with the Committee on or before the 30 th day following the Date of Grant and 12 or more months in advance of the applicable Vesting Date. No...

  • Page 155
    ... by Section 409A, in connection with a Change of Control, and for the 12-month period following a Change of Control, the Committee may exercise its discretion to terminate the deferral provisions of the Plan and, notwithstanding any other provision of the Plan or the terms of any Initial Election or...

  • Page 156
    ... a hypothetical share of Special Common Stock credited to the Account in lieu of delivery of the Shares to which the Election applies. To the extent an Account is deemed invested in the Income Fund, the Committee shall credit earnings with respect to such Account at the Applicable Interest Rate, as...

  • Page 157
    ... 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 158
    ...on hypothetical sales of Common Stock or Special Common Stock, as applicable, underlying the liquidated Deferred Stock Units at Fair Market Value as of the effective date of a Diversification Election. (iv) (l) Grantees' Status as General Creditors . A Grantee's right to delivery of Shares subject...

  • Page 159
    ... assessment. (c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy Tax Liability . (i) In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or the distribution of a Grantee's Account, the Company shall have the right to (A) require...

  • Page 160
    ... the Company at the time of such election that the Grantee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value to be withheld by the Company in payment of withholding taxes in excess of such minimum amount; and (B) to pay to the Company in cash all...

  • Page 161
    ... 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 capital adjustment...

  • Page 162
    ... 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 163
    ... terminated by the Board. 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 15 th day of December, 2010. COMCAST CORPORATION BY: /s/ David L. Cohen ATTEST: /s/ Arthur R. Block -24-

  • Page 164
    ... 2011, except as specifically provided otherwise in the Plan. 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 165
    ... 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 166
    ...(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 167
    ... a Five Percent Owner; or (2) a purchase of Shares would permit such Employee's rights to purchase stock under all employee stock purchase plans of the Participating Companies which meet the requirements of section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair market value (as...

  • Page 168
    ... maximum number of Shares available, the Board or the Committee shall make a pro rata allocation of Shares available for delivery and distribution in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable, and the unapplied Account balances shall be returned to...

  • Page 169
    ...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 170
    ... of securities of the Company, the Board or the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of shares of stock available for issuance under the Plan, to the number and class of shares of stock subject to outstanding Offerings and to the Purchase Price...

  • Page 171
    ... 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, 2000. This amendment and restatement of the Plan is effective on January 1, 2011...

  • Page 172
    ... 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 173
    .... 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 15 th day of December, 2010. COMCAST CORPORATION BY: /s/ David L. Cohen ATTEST: /s/ Arthur R. Block -10-

  • Page 174
    ... COMCAST CORPORATION, a Pennsylvania corporation (together with its subsidiaries, the "Company"), and DAVID L. COHEN ("Employee"). BACKGROUND WHEREAS, the parties entered into an Employment Agreement dated as of January 1, 2005, as amended (the "Agreement"), that sets forth the terms and conditions...

  • Page 175
    ...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 amended (the "Agreement"), that sets forth the terms and conditions...

  • Page 176
    ...2011 (this " Amendment "), to that certain Master Agreement, dated as of December 3, 2009 (the " Agreement "), among General Electric Company (" GE "), NBC Universal, Inc. (" NBCU "), Comcast Corporation (" Comcast ") and Navy, LLC (" Newco "). W I T N E S S E T H: WHEREAS, each of GE, NBCU, Comcast...

  • Page 177
    ...Newco Membership Interests ") in exchange therefor; (8) Newco shall contribute its equity in the New LLCs to NBCU; (9) Comcast will, or will cause one or more of its Subsidiaries to, contribute or transfer, as applicable, the Contributed Comcast Assets to Newco or, at the direction of Newco, to NBCU...

  • Page 178
    ... solely between or among Contributed Comcast Subsidiaries and any Liability set forth in Section 2.03(c)(i) of the Comcast Disclosure Letter, any Debt (other than (x) Debt of any Person that is not, directly or indirectly, wholly owned by Comcast and (y) capital lease obligations); 5. Amendment to...

  • Page 179
    NBCU shall pay to GE the fair value of the capital stock of the Subsidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it being understood that all of such capital stock shall be included in the Contributed NBCU Assets); (b) second, (i) Navy Holdco 1 shall, and GE shall cause ...

  • Page 180
    ...the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, in each case, pursuant to the terms of the Escrow Agreement; (m) thirteenth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such deeds, bills of sale, endorsements, consents...

  • Page 181
    ... of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash or In-Transit Comcast Cash as set forth in the Closing Statement, GE may, within 30 days after delivery of the Closing Statement deliver a notice to...

  • Page 182
    ... EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash and in the conduct of the reviews referred to in this Section 2.10, including the making available to the extent...

  • Page 183
    ...payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (b) Within five (5) Business Days following the final resolution of each of International Working Capital Cash Amount, Post Distribution...

  • Page 184
    ..., sell, transfer, lease, sublease, or otherwise dispose of any Comcast Assets, Comcast Owned Real Property, Comcast Owned Intellectual Property or Comcast Technology, other than (i) sales or licensing of products, programming or other goods and services in the ordinary course of business consistent...

  • Page 185
    ...31. Lease Incentive Payments . On the first Business Day following the Closing Date, GE shall pay $1,863,817 to Newco, by wire transfer of immediately available funds into an account designated by Newco, in full satisfaction of GE's prior arrangement with NBCU to make incentive payments with respect...

  • Page 186
    ... Comcast Subsidiaries and NBCU Entities. " Distribution Cut-Off Time " means the latest time that cash can be received by an applicable NBCU Entity in order for such cash to be included in the Final NBCU Pre-Closing Distribution. " Escrow Agent " means Deutsche Bank Trust Company Americas, a New...

  • Page 187
    ... of available cash by NBCU to GE or its Subsidiaries to occur prior to the Closing (which is anticipated to be paid on or about the Business Day immediately preceding the Closing Date (and which, for clarity, shall follow the NBCU Dividend)). " Holding Companies " means, collectively, Universal...

  • Page 188
    ...New LLCs " means, collectively, NBC-A&E Holding LLC, Universal Television Enterprises LLC, Universal Home Entertainment Worldwide LLC, Universal Studios Home Entertainment LLC, Working Title Group LLC, Universal Studios Pay Television LLC, Universal Film Exchanges Holdings II LLC, Universal Pictures...

  • Page 189
    ...entertainment-related websites to national advertisers (either by individual website or as part of a vertical ad network), and that provides ad operations and ad analytics support relating to the delivery of such impressions, as conducted as of the Closing ( i.e. , the Comcast business unit commonly...

  • Page 190
    ... made by Comcast in its financial statements prepared in accordance with U.S. GAAP as applied by Comcast with respect to the Comcast stock option or other equity award component of all grants made under any long-term incentive plan; provided that if on any such quarterly payment date the aggregate...

  • Page 191
    ...18(a) of the NBCU Disclosure Letter; (j) by adding Americom-2 Ku-Band Satellite Transponder Service Agreement, dated June 24, 2003, by and between SES Americom Inc., as agent for SEC Americom Colorado, Inc. and NBC News Channel Inc., as amended on February 1, 2005 and February 22, 2007 as Item 73 to...

  • Page 192
    ... of its Subsidiaries, reasonable efforts will be used to continue such lease arrangement following the Closing. Benelux Universal Pictures Benelux NV France NBC Universal Global Networks France SAS Universal Pictures Video (France) SAS Universal Studiocanal Video Universal Studios International BV...

  • Page 193
    ... 20 of Section 6.01(a) of the NBCU Disclosure Letter in its entirety as follows: "NBCU may sell or place into trust the operations and licenses related to television station KWHY in Los Angeles, California."; (o) by amending and restating Attachment 6.14 to Section 6.14 of the NBCU Disclosure Letter...

  • Page 194
    ...Disclosure Letter with the following: "In connection with the reorganization, the consolidated CIM advertising group commenced the management of advertising (including advertising strategy, sales and operations) for such Contributed Comcast Businesses."; (k) by adding new Item 3.4 to Section 5.08 of...

  • Page 195
    ..., that organization will be entering into a services agreement with other Comcast businesses that are not Contributed Comcast Businesses (e.g., comcast.net and Fancast/Xfinity TV) to provide advertising sales, operations and analysis support to such businesses.; (l) by amending and restating Items...

  • Page 196
    ...not Contributed Comcast Businesses ( e.g. , comcast.net and Fancast/Xfinity TV) to provide advertising sales, operations and analysis support to such businesses. 3.5 Comcast Spotlight provides advertising services to Fandango, DailyCandy and Comcast Shared Services Corporation (either directly or as...

  • Page 197
    ... in furtherance of Comcast's and NBCU's (and its applicable Affiliates') rights thereunder, GE shall (and shall cause the applicable NBCU Transferors to) deliver and transfer to Comcast all of its (and their) respective right, title and interest in and to the domain names listed in Schedule A of the...

  • Page 198
    ... be included in the Excluded NBCU Assets, and (ii) for the avoidance of doubt, the aggregate amount of Pre-Closing Factored Receivable Cash that has not been paid by any NBCU Entity to GE or any of its Subsidiaries prior to Closing in settlement of Pre-Closing Factored Receivables in excess of $200...

  • Page 199
    ...Except as set forth herein, all of the terms and conditions of ... the letter agreement, dated as of March 9, 2010, related to the treatment of certain factoring agreements, (b) ...relating to certain IP addresses, and (g) the letter agreement, dated as of the date hereof, relating to the "Peacock" funds...

  • Page 200
    ...By: /s/ Lynn Calpeter Name: Lynn Calpeter Title: Executive Vice President and Chief Financial Officer COMCAST CORPORATION By: /s/ Robert S. Pick Name: Robert S. Pick Title: Senior Vice President NAVY, LLC By: /s/ Malvina Iannone Name: Vice President and Secretary Title: Navy Holdings, Inc., its Sole...

  • Page 201
    Exhibit 10.50 EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NAVY, LLC DATED AS OF JANUARY 28, 2011 THE TRANSFER OF THE UNITS IN THE COMPANY DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN

  • Page 202
    ...Section 2.10. Formation Name Principal Place of Business Registered Agent Purpose and Powers of the Company Term Filings; Qualification in Other Jurisdictions Company Property Transactions with Members and Directors Unit Certificates ARTICLE 3 CAPITAL CONTRIBUTIONS AND PREEMPTIVE RIGHTS Section 3.01...

  • Page 203
    ... 9.05. Section 9.06. Section 9.07. Restrictions on Transfers GE/HoldCo Redemption Rights Comcast Purchase Rights Redemption/Purchase Transactions Determination of Fully Distributed Public Market Value Comcast Right of First Offer Comcast Right With Respect to Rule 144 Sales ii 65 67 72 76 77 79 82

  • Page 204
    ...11.08. Section 11.09. Annual Financial Information Quarterly Financial Information Certain Other Provisions Regarding Financial Reporting GE Annual Statements Access to Management Personnel and Information GE Public Filings Compensation for Providing Information Liability Other Agreements Providing...

  • Page 205
    ... G SCHEDULES Schedule 4.01 Schedule 7.05 Register Company Tax Principles iv Example of Redemption Purchase Price Calculation Strategic Plan Compliance Plan Registration Rights Description of Back-End Transaction Terms of Company Preferred Units Terms of New HoldCo Preferred Units Financial Reporting...

  • Page 206
    ... GE Member " and collectively, the " Initial GE Members "), (iv) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act, (v) Comcast Corporation, a Pennsylvania corporation (" Comcast "), and (vi) General Electric Company, a New York corporation...

  • Page 207
    ... by or is under common control with such specified Person. Unless otherwise specifically stated, the term "Affiliate" does not include: (x) the Company or any of its Subsidiaries when used with respect to Comcast, GE or HoldCo or any of their respective Subsidiaries and (y) Comcast, GE or any of...

  • Page 208
    .... " Available Cash " means all cash and cash equivalents of the Company and its Subsidiaries in excess of $300 million. " Back-End Trigger Condition " means HoldCo is a member of GE's consolidated group for U.S. federal income tax purposes immediately prior to the exercise of a Roll-Up Right. " BBN...

  • Page 209
    ... sale of tickets and advertising) and (z) the Company and its Subsidiaries may distribute its content on an ad-supported, subscription or pay-per-use basis. " Business Day " means a day ending at 11:59 p.m. (Eastern Time), other than a Saturday, a Sunday or other day on which commercial banks in New...

  • Page 210
    ...(whether such acquisition occurs by way of stock purchase or exchange, asset purchase or exchange, merger, consolidation or similar transaction) by Comcast or any of its Subsidiaries of the business or a line of business of a Person that is not an Affiliate of Comcast), the disclosure of which would...

  • Page 211
    ...the terms of any cable television franchise agreement, (B) the production, licensing and distribution of video-on-demand programming ( e.g. , Select on Demand) and (C) the ownership and operation of locally programmed cable channels ( e.g. , Comcast Entertainment Television, Comcast Hometown Network...

  • Page 212
    ... directly or indirectly by the Company immediately after the Closing. " Company Principal Businesses " means: (i) the National Broadcast Network business; (ii) the local broadcast television business, including locally programmed cable channels for areas serviced by NBC network television stations...

  • Page 213
    ... Media Studios and Universal Cable Productions and the related business of licensing or distributing television programming); (vi) the production, sale and distribution of filmed entertainment ( i.e. , motion pictures) (it being the parties' intention that the use of the terms " production, sale...

  • Page 214
    ... benefit liabilities, (3) take or pay obligations arising in the ordinary course of business, (4) obligations arising under the Credit Agreement, dated as of March 2, 1998 (the " Lin Credit Agreement "), between General Electric Capital Corporation and Station Venture Holdings, LLC (the " LLC...

  • Page 215
    ... not be selected without the consent of such GE Member, which consent shall not be unreasonably withheld or delayed. " EBITDA " means, other than for purposes of Section 9.05(c), for any period, net income of any Person and its consolidated Subsidiaries plus or minus, to the extent included in the...

  • Page 216
    ... expenses relating to film, television or similar entertainment rights, investment or inventory other than amortization of adjustments recorded in the application of purchase accounting in connection with the closing of the Transactions and (y) amortization of programming distribution rights...

  • Page 217
    ... the Company is such that any member of the GE Group is required, in accordance with GAAP, to account for its investment in the Company under the equity method of accounting as in effect with respect to the applicable accounting period. " Equity Securities " means (i) any capital stock, partnership...

  • Page 218
    ... applicable to GE or its Subsidiaries, on the date of this Agreement after giving effect to the Closing, as such business may evolve over time. " Financial Services Business " means any activities undertaken principally in connection with or in furtherance of (i) Capital Markets Activities...

  • Page 219
    ... which GE or its Subsidiaries (x) do not have the right to designate a majority of the members of the board of directors (or similar governing body) of such Person, (y) hold less than 25% of the outstanding voting securities or similar equity interests of such Person and (z) do not manage or operate...

  • Page 220
    ... for U.S. federal income tax purposes) by a Member to the Company in the Initial Capital Contribution and by Comcast or a Comcast Affiliate in any subsequent contribution shall be the gross fair market value of such asset, as mutually agreed by Comcast and the GE Members at the time of the...

  • Page 221
    ... any Person who, at such time, directly owns any HoldCo Shares. " HoldCo Shares " means shares of common stock, par value $0.01 per share, of HoldCo. " Independent Director " means an individual meeting the independence tests necessary for service on the audit committee of a public company listed on...

  • Page 222
    ... in such market at such time. " Member " means, at any time, for so long as it holds any Units, (i) any Initial Comcast Member and any Initial GE Member, as applicable, and (ii) any other Person who, after the Closing, is admitted to the Company as a member in accordance with the terms of this...

  • Page 223
    ... the Company and its Subsidiaries and Comcast and its Subsidiaries. " Other Financial Services Activities " means the offering, sale, distribution or provision, directly or through any distribution system or channel, of any financial products, financial services, asset management services, including...

  • Page 224
    ... accounts, credit card products or services, vendor financing and trade payables services, back-office billing, processing, collection and administrative services or products or services related or ancillary to any of the foregoing. " Percentage Interest " means, at any time with respect to a Person...

  • Page 225
    ... per share trading prices of Common Stock on the primary exchange or market on which it trades for the 20 trading days ending on the second trading day immediately preceding the closing of the applicable purchase transaction or such other date as provided in this Agreement. " Public Offering " means...

  • Page 226
    ... class or classes of Comcast's choosing; provided that shares of such class or classes shall then be listed or traded on a national securities exchange or quoted on an inter-dealer quotation system. " Redemption Purchase Price " means GE's Percentage Interest of the Company being sold by GE, HoldCo...

  • Page 227
    ...Offer that would give Comcast the right to acquire securities representing all, but not less than all, of the remainder of GE's Percentage Interest at such time. " Rule 144 " means Rule 144 (or any successor provisions) under the Securities Act. " Satellite Business " means the business of operating...

  • Page 228
    ... general partner, manager, managing member or trustee (or Persons performing similar functions); provided that notwithstanding anything to the contrary contained herein, including any sale of HoldCo Shares in accordance with the terms of this Agreement, (i) so long as GE or any of its Subsidiaries...

  • Page 229
    ... other rights in or to a Unit, including by means of the Transfer of an interest in a Person that directly or indirectly holds such Unit; provided that a merger of, an acquisition of Equity Securities in, or a sale of substantially all of the assets of, either Comcast or GE (or any of their publicly...

  • Page 230
    ... Capital Account Certificate of Formation Comcast Comcast Acquiring Member Comcast Contributing Member Comcast Proposed Transfer Comcast Purchase Rights Comcast Third Party Acquirer Common Stock Company Compensation Recipient Competing Business Offer Confidential Information Covered Persons Credit...

  • Page 231
    ... Rights Holding Indemnified Party Indemnifiable Taxes Initial Appraisers Initial Capital Contribution Initial Comcast Member(s) Initial GE Member(s) IPO Purchase Right Issuance Notice Liquidating Agent LTIP NBCU Master Agreement Offering Period Preemptive Rights Exercise Notice Public Market...

  • Page 232
    ... the Original LLC Agreement. The Members desire to continue the Company for the purposes and upon the terms and conditions set forth herein. (b) The Company shall initially have one class of interests, being the Units, which shall have equal rights and preferences in the assets of the Company except...

  • Page 233
    ... from time to time. The Company may also maintain such other office or offices at such other locations as the Board may determine from time to time. Section 2.04. Registered Agent . The Company's registered agent and office in Delaware shall be Comcast Capital Corporation, 1201 N. Market Street...

  • Page 234
    ... company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Board and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person. Section 2.06. Term . The term...

  • Page 235
    ... Company or any of its Subsidiaries and, subject to applicable Law and the terms and conditions of this Agreement, shall have the same rights and obligations with respect to such matter as a Person who is not a Member or Director, and any Member and the members, shareholders, partners and Affiliates...

  • Page 236
    ... no Member shall have the right to demand or receive property other than cash. No Member shall have the right to cause the sale of any Company asset. No Member shall have any right to receive any salary or draw with respect to its Capital Contributions or its Capital Account or for services rendered...

  • Page 237
    ... be paid on Capital Contributions or on the balance in a Member's Capital Account. Section 3.07. Preemptive Rights . (a) The Company shall give Comcast and HoldCo written notice (an " Issuance Notice ") of any proposed issuance by the Company of any Company Securities at least 20 Business Days prior...

  • Page 238
    ... and a binding agreement of such party or such party's applicable Affiliates to purchase, at the price and on the terms specified in the Issuance Notice, the number of shares (or amount) of Company Securities specified in the Preemptive Rights Exercise Notice with such purchase to be consummated as...

  • Page 239
    ...contemplated by this Section 3.07 in connection with issuances of Company Securities (i) to employees of the Company or any of its Subsidiaries pursuant to employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options granted pursuant to any such...

  • Page 240
    ..., initial Capital Account balances, share of Profits and Losses, each as applicable, and addresses and other contact information for purposes of Section 13.12, are listed on Schedule 4.01 attached hereto (the " Register "). The Company shall amend the Register from time to time promptly following...

  • Page 241
    ... a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the Members present or represented by proxy and the Company shall promptly give notice of...

  • Page 242
    ...writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote thereon. Section 4.09. Record Date . For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or entitled to receive a payment of any kind, or in order to make...

  • Page 243
    ... Percentage Interests of the Comcast Members; (ii) any acquisition (whether by merger, consolidation or otherwise) of Equity Securities or any other investment in any third-party business (including through a purchase of assets) by the Company or any of its Subsidiaries such that after giving...

  • Page 244
    ... amount or issuance of any Equity Securities of the Company other than issuances of shares of Common Stock in a Public Offering effected after the Comcast Transfer Date or (y) any issuance (other than to the Company or a wholly owned Subsidiary of the Company) or transfer (other than to the...

  • Page 245
    ... that directly or indirectly holds substantially all of the assets of the Company and its Subsidiaries, taken as a whole) without the prior written consent of the GE Members; provided that approval of the GE Members shall not be required to appoint a new Chief Executive Officer if in connection...

  • Page 246
    ... number of Directors determined by the Board from time to time. Following an IPO, for so long as the Comcast Members' aggregate Percentage Interests are greater than GE's Percentage Interest, each of GE and each of the Comcast Members agrees to vote, or cause to be voted, its shares of Common Stock...

  • Page 247
    ... minimum number of Directors necessary to constitute a majority of the Whole Board. (d) The Comcast Members and the GE Members shall be entitled to select their respective designees to the Board in their discretion from the management of their ultimate parent Affiliate. The Directors designated by...

  • Page 248
    ... 4.10(d)), the GE Members shall collectively have the right to designate one non-voting observer to the Board; provided that prior to any such designation, such observer shall enter into a confidentiality agreement with the Company on terms reasonably satisfactory to Comcast. Such observer shall...

  • Page 249
    ...employees directly reporting thereto (including, for the avoidance of doubt, the Chief Financial Officer of the Company); (iii) any acquisition (whether by merger, consolidation or otherwise) of Equity Securities or other investment in any third party business (including through a purchase of assets...

  • Page 250
    ...of the Company and its Subsidiaries. (b) For so long as GE's Percentage Interest is at least 10%, the following information will be included in the operational review presented to the Board at quarterly meetings: (i) the material terms of any material acquisition (whether by merger, consolidation or...

  • Page 251
    ... the Board. Directors who were not designated by the Comcast Members or the GE Members pursuant to Section 5.01(b) or (c) may be removed at any time by the affirmative vote of Members holding a majority of the then outstanding Units present in person or represented by proxy at a duly called meeting...

  • Page 252
    ... not be applicable to the GE Members. Section 5.04. Meetings of the Board . (a) Regular meetings of the Board shall be held on at least a quarterly basis at such place, date and time as the Board may designate. Special meetings of the Board may be called at any time by any Director. (b) Notice of...

  • Page 253
    ... not an officer of Comcast, GE or any of their respective Subsidiaries) in his or her capacity as an officer of the Company or any such Subsidiary) shall have any duty to disclose to the Company or the Board confidential information of the Member or group of Members that designated such Director or...

  • Page 254
    ... a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Directors or, in the case of a committee, all of the Directors who are members of such committee. Section 5.06. Chairman of the Board . Directors designated by the Comcast Members may appoint any one...

  • Page 255
    ... be designated as officers of the Company, with titles including but not limited to "chief executive officer," "chief financial officer," "president," "vice president," "treasurer," "secretary," "general counsel" and "director," as and to the extent authorized by the Board. Any number of offices may...

  • Page 256
    ...period. Each successive strategic plan and any material amendment to any strategic plan (including any material amendments to the initial strategic plan of the Company) shall be presented to the Board for its consideration. If at any Board meeting any Director designated by the GE Members raises any...

  • Page 257
    ...the exemptions relating to controlled companies under the listing standards of any national securities exchange (including NASDAQ) on which the Company is listed. If Comcast, together with its Affiliates, owns less than 50.1% of the outstanding common equity of the Company, but Comcast, GE and their...

  • Page 258
    ... or its Subsidiaries. (d) The Company may, by action of the Board, provide indemnification to such officers, employees and agents of the Company or other Persons who are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint...

  • Page 259
    ...more indemnification agreements or other arrangements (including creation of trust funds or security interests funded by letters of credit or other means) approved by the Board (whether or not any of the Members, Directors or Company officers shall be a party to or beneficiary of any such agreements...

  • Page 260
    ...or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or its Subsidiaries; (ii) investing or owning any interest, publicly or privately, in, developing a business relationship with, or serving as an employee, officer, director, consultant...

  • Page 261
    ... one hand, and the Company or its Subsidiaries or another Member or another Member's Affiliate (other than any Affiliate that is a natural person), on the other hand, no such Member, Director, Affiliate or officer shall have a duty to communicate or offer such business opportunity to the Company or...

  • Page 262
    ...the Board shall cause the Company to maintain and make available to each Member for any purpose reasonably related to its interest as a Member at the principal business office of the Company (or, with respect to copies of the Company's income tax returns and reports, at the principal business office...

  • Page 263
    ... the Company shall use commercially reasonable efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event later than 90 days after the end of each Tax Year. (c) Comcast or any Member designated by Comcast...

  • Page 264
    ...their Affiliates, without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed. (d) The Members intend that the Company shall be treated as a partnership for federal, state, and local income tax purposes to the extent such treatment is available (and no Member will make...

  • Page 265
    ...rata portion of each item of Company income and gain for such Tax Year) will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance in such Member's Capital Account in excess of any amount of...

  • Page 266
    ...to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the event Treasury Regulations Section...

  • Page 267
    ...the extent that compensation provided by any Member (whether directly or through an Affiliate) to any person (the " Compensation Recipient ") is properly treated as compensation with respect to services provided by the Compensation Recipient to the Company or its Subsidiaries, and such Member is not...

  • Page 268
    ...contributed (or deemed contributed for U.S. federal income tax purposes) to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such asset to the Company for federal income tax purposes and its...

  • Page 269
    ..." described in Treasury Regulations Section 1.704-3(d). (v) Allocations pursuant to Sections 8.01(d)(ii), (iii) and (iv) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profit...

  • Page 270
    ... and filing of such refund claims. (b) Distributions in Kind . No Member has any right to demand or receive property other than cash. Assets of the Company distributed in kind shall be valued based on the Gross Asset Value thereof. (c) Limitations on Distributions . Notwithstanding anything in this...

  • Page 271
    ...this Agreement applicable to the Comcast Members; provided further that no Comcast Member shall transfer Units for U.S. federal, state, local or foreign tax purposes to an Affiliate of such Comcast Member prior to the first anniversary of the Closing Date, (ii) at any time after the Comcast Transfer...

  • Page 272
    ... any Units or HoldCo Shares in a sale pursuant to Rule 144 under the Exchange Act. Section 9.02. GE/HoldCo Redemption Rights . (a) HoldCo shall have the right (the " First HoldCo Redemption Right "), exercisable upon written notice to Comcast and the Company during the six-month period commencing on...

  • Page 273
    ... greater than the product of the Cushion Percentage and the allocable Redemption Purchase Price of such remaining HoldCo Shares. At the time of the exercise of the First HoldCo Redemption Right, the Chief Financial Officer of GE shall certify to Comcast and the Company as to GE's good faith estimate...

  • Page 274
    .... In satisfying the applicable HoldCo Redemption Right, the Company must use all Available Cash. In connection with any determination of a credit rating advisory service set forth above in clause (i), GE shall be given prompt notification of, and a reasonable opportunity to participate in, all...

  • Page 275
    ... market discounts, fees and expenses, equal to the portion of the Redemption Purchase Price being satisfied. In the event that GE disagrees with Comcast's determination of the number of Qualifying Securities delivered pursuant to the immediately preceding sentence, GE shall within five Business Days...

  • Page 276
    ...such procedures were applicable to it, with references to the Company being understood to mean Comcast) to permit GE or any GE Member to effect offers and sales of Qualifying Securities under such registration statement at any time thereafter that GE or any GE Member continues to hold any Qualifying...

  • Page 277
    ... Comcast Purchase Right "), exercisable upon written notice to GE and the Company during the ten Business Day period after the determination of the Fully Distributed Public Market Value in respect of the First HoldCo Redemption Right, to acquire from GE and its Affiliates securities representing...

  • Page 278
    ... to Comcast and the Company as to GE's good faith estimate based on facts then known after due inquiry of (1) the aggregate bases of the members of GE's consolidated group in such members' HoldCo Shares for U.S. federal income tax purposes as of the Relevant Time, (2) each GE Member's basis in...

  • Page 279
    ... securities Transferred by GE or its Affiliates pursuant to a Public Offering or pursuant to a Rule 144 Sale), for a purchase price equal to the Redemption Purchase Price (determined using the same valuation as the valuation for the Second HoldCo Redemption Right), payable in cash. (d) Comcast...

  • Page 280
    ... than the product of the Cushion Percentage and the allocable Public Market Value of such remaining HoldCo Shares. At the time of a request by GE for registration under Section 2 or 3 of Exhibit D, the Chief Financial Officer of GE shall certify to Comcast and the Company as to GE's good faith...

  • Page 281
    ... on the same date and (C) if in connection with the closing of any HoldCo Redemption Right or Comcast Purchase Right, GE is selling or causing to be sold both Units and HoldCo Shares, the sale of Units shall occur prior to the sale of HoldCo Shares on the closing date. The parties shall act in 76

  • Page 282
    ... Right or Comcast Purchase Right, HoldCo and its Affiliates, as applicable, shall sell, and the Company and Comcast, as applicable, shall purchase, the applicable securities free and clear of all liens and encumbrances (other than those arising under this Agreement). In connection with such closing...

  • Page 283
    ... shall not have been engaged by GE or Comcast or any of their respective Affiliates (including the Company and its Subsidiaries) in connection with a material transaction other than a capital market or commercial lending transaction during the six calendar months preceding the date of such delivery...

  • Page 284
    ... of such shares in an acquisition or other business combination transaction, or the price at which Units or Common Stock may have been acquired or sold previously or any previous proposals or expressions of interest to acquire the Company or its common Equity Securities; (b) a discounted cash flow...

  • Page 285
    ...ROFO Offer ") by GE, HoldCo or such Affiliate, as applicable, to Transfer or cause to be Transferred such securities to Comcast or one of its Subsidiaries at the ROFO Offer Price for cash. At the time a ROFO Offer is made, the Chief Financial Officer of GE shall certify to Comcast and the Company as...

  • Page 286
    ...bases of the members of GE's consolidated group for U.S. federal income tax purposes in their respective HoldCo Shares would be greater than the product of the Cushion Percentage and the allocable ROFO Offer Price of such remaining HoldCo Shares. To the extent Comcast makes a valid election pursuant...

  • Page 287
    ...the Rule 144 Sale Notice will constitute an offer (the " Rule 144 Offer ") by GE, HoldCo or such Affiliate, as applicable, to Transfer or cause to be Transferred such shares of Common Stock to Comcast or one of its Subsidiaries at the Rule 144 Offer Price for cash. The " Rule 144 Offer Price " shall...

  • Page 288
    ... GE, HoldCo or the applicable seller thereafter may Transfer or cause to be Transferred in one or more Rule 144 Sales the securities set forth in the Rule 144 Sale Notice which Comcast has not elected to purchase at any time during the period ending 10 trading days (on the primary exchange or market...

  • Page 289
    ... to Comcast and the Company as to GE's good faith estimate based on facts then known after due inquiry of (1) the aggregate bases of the members of GE's consolidated group in such members' HoldCo Shares for U.S. federal income tax purposes as of the Relevant Time, (2) each GE Member's basis in...

  • Page 290
    ... Interest on the terms and conditions specified in the Tag-Along Notice; provided that if at such time GE has sold any HoldCo Shares to the Company or Comcast pursuant to a HoldCo Redemption Right or Comcast Purchase Right, GE may only sell or cause to be sold HoldCo Shares in such transaction...

  • Page 291
    ... at the price proposed in the Tag-Along Notice and on other terms and conditions that are no more favorable (other than in an immaterial respect) to Comcast and its Affiliates than the terms and conditions specified in the Tag-Along Notice at any time during the period ending 180 calendar days after...

  • Page 292
    ... and conditions as the terms and conditions under which the Comcast Members are Transferring their Units pursuant to the Drag-Along Sale; provided that if at such time GE has sold any HoldCo Shares to the Company or Comcast pursuant to a HoldCo Redemption Right or Comcast Purchase Right, Comcast may...

  • Page 293
    ...11. Additional Members . (a) In connection with a Transfer of Units or HoldCo Shares other than in connection with a Transfer pursuant to a Public Offering or pursuant to a Rule 144 Sale, each such Person who receives Units or HoldCo Shares in accordance with, and as permitted by, the terms of this...

  • Page 294
    ...a Comcast Member to GE or any of its Subsidiaries, (B) any transfer by HoldCo or any of its Subsidiaries to Comcast or any of its Subsidiaries, or to the Company or any of its Subsidiaries, (C) any HoldCo Redemption Right, (D) any Comcast Purchase Right, or (E) the Back-End Transaction, the "closing...

  • Page 295
    ... accordance with the HoldCo Redemption Rights, the Comcast Purchase Rights, or the Back-End Transaction, Units may be redeemed or repurchased by the Company only with the prior written consent of the Board and, to the extent set forth in Section 4.10(a), the GE Members. Section 9.13. Void Transfers...

  • Page 296
    ... purchase of securities upon HoldCo's exercise of the Second HoldCo Redemption Right, (II) GE elects to sell HoldCo Shares in connection with the Second HoldCo Redemption Right and (III) Comcast or the Comcast Third Party Acquirer, as applicable, does not exercise its right to require the Company to...

  • Page 297
    ... withheld or delayed. (d) At least 15 days prior to any transfer of HoldCo Shares by the Company to Comcast or its Affiliates or a Comcast Third Party Acquirer or its Affiliates, the Company shall provide written notice to GE of the intended transfer, setting forth in reasonable detail the facts and...

  • Page 298
    ... of such information and such Member uses reasonable efforts to seek confidential treatment of such information to the extent available; (v) to the extent required by the rules and regulations of the Commission or stock exchange rules; or (vi) if the prior written consent of the Board shall have...

  • Page 299
    ... its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Subsidiaries in the possession of or furnished to any Member (including by virtue of its present or former right to designate a Director); provided that the term "Confidential Information" does...

  • Page 300
    .... If GE does not select and appoint an RPT Dispute Representative within the time period specified in this Section 10.02(e), Comcast shall have the right to cause the Company or the applicable Company Subsidiary to enter into the Ordinary Course Related Party Transaction on the terms set forth in...

  • Page 301
    ... shall be shared equally by Comcast and GE. (h) After the determination of the arbitrator pursuant to Section 10.02(g), Comcast shall have the right to cause the Company or the applicable Company Subsidiary to enter into the Ordinary Course Related Party Transaction on the terms determined by...

  • Page 302
    ...GE, or its Affiliate, as applicable, shall offer the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of the Company, the Company Principal Business acquired, or invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing...

  • Page 303
    ... any rights of the Company in respect of such offer) shall be made by only those members of the Board designated by the Comcast Members. (h) This Section 10.03 shall terminate and be of no further force and effect upon the earlier of (i) Comcast and its Subsidiaries no longer holding (directly or...

  • Page 304
    ... to those applicable to Members set forth in this Agreement. For the avoidance of doubt, the registration rights provided to GE, Comcast and their Affiliates pursuant to Section 10.04(b) shall be with respect to the Common Stock received in exchange for the contributions by GE and Comcast described...

  • Page 305
    ... be shared equally by Comcast and GE. (b) Promptly after making a Competing Business Offer (and in any event within 10 Business Days thereafter), Comcast shall provide the Company all material information available to Comcast with respect to the applicable Company Principal Business. Comcast shall...

  • Page 306
    ..., Comcast or its Affiliate, as the case may be, shall be required to divest the applicable Company Principal Business within a commercially reasonable period of time. (h) The Company's decision whether to accept a Competing Business Offer (or to grant any consent to waive any rights of the Company...

  • Page 307
    ...an Affiliate of Comcast designated by Comcast and, if not permissible, will enter into a mutually agreeable arrangement with Comcast or such Affiliate so that Comcast or such Affiliate may acquire the applicable interest in the Weather Channel Business on the same terms and conditions as the Company...

  • Page 308
    ... year, the Corporate Reporting Data and updated Agreed Adjustments, if applicable, for such fiscal year, subject to adjustment, if any, pursuant to Section 11.01(b)(ii); (iii) within five Business Days prior to the day the Company completes its audited annual consolidated financial statements (the...

  • Page 309
    ... Method Threshold, the Company agrees to furnish to GE as soon as practicable, the Company's unaudited (or, if available, audited) consolidated balance sheet as at the end of such fiscal year and the related unaudited (or, if available, audited) statements of operations and cash flow for such fiscal...

  • Page 310
    ... such time when the GE Group no longer meets the Equity Method Threshold, the Company agrees to furnish to GE as soon as practicable, the Company's unaudited consolidated balance sheet as at the end of each of the first three fiscal quarters and the related unaudited statement of operations and cash...

  • Page 311
    ...defined in Rule 3-09 of Regulation S-X under the Securities Act) of GE, the Company shall provide GE the annual or quarterly management representation letter, as applicable, in form and substance that is consistent with the financial reporting practices of Comcast and its Subsidiaries and reasonably...

  • Page 312
    ... event of any change to the Company's fiscal year end. Section 11.04. GE Annual Statements . In connection with any GE Group member's preparation of its audited annual financial statements and its annual reports to shareholders (collectively the " GE Annual Statements "), during any fiscal year in...

  • Page 313
    ... to be disclosed in the relevant GE Public Filing. The Company agrees to provide to GE information that is required to be disclosed therein under applicable Law (including financial information and financial statements of the Company and the Contributed Comcast Businesses (as defined in the Master...

  • Page 314
    ... terminate the Company; (b) the sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole); (c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or (d) at any time when there are no Members, unless the Company is...

  • Page 315
    ...any Director designated by the Comcast Members or the Liquidating Agent or other duly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act. Section 12.05. Distribution of Assets...

  • Page 316
    ... making a distribution of the balance thereof to the Members in the manner provided in this Section 12.05. Section 12.06. Distributions in Cash or in Kind . Upon the dissolution of the Company, the Liquidating Agent shall use all commercially reasonable efforts to liquidate all of the Company assets...

  • Page 317
    ...against the Company, any Director, any other Member or, for the avoidance of doubt, Comcast or GE. No Member shall have any obligation to make any Capital Contribution with respect to such insufficiency, and such insufficiency shall not be considered a debt owed to the Company or to any other Person...

  • Page 318
    ..., any party may waive any right of such party under this Agreement by an instrument signed in writing by such party. Except as specifically provided herein, the failure or delay of any Member to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver...

  • Page 319
    ... doubt, any Units or HoldCo Shares Transferred by GE or any of its Affiliates (other than shares of Common Stock sold in a Public Offering or pursuant to a Rule 144 Sale) shall remain subject to the Comcast Purchase Rights pursuant to Section 9.03 and the rights of Comcast under Sections 9.06, 9.07...

  • Page 320
    ... other competent jurisdiction. Section 13.08. Injunctive Relief . The parties hereto hereby acknowledge and agree that a violation of any of the terms of this Agreement will cause the other parties and the Company irreparable injury for which an adequate remedy at law is not available. Accordingly...

  • Page 321
    ...) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses: If to Comcast or any Comcast Member: Comcast Corporation One Comcast Center Philadelphia, PA 19103 Attention: General Counsel Facsimile: (215) 286-7794 And a copy...

  • Page 322
    ... reflected in the books and records of the Company. By written notice to the Company, any Member, Comcast or GE may change the address to which notices shall be directed. Section 13.13. Counterparts . This Agreement may be executed in any number of counterparts, and delivered by facsimile or...

  • Page 323
    ...S. Pick Title: Senior Vice President COMCAST NAVY ACQUISITION, LLC By: /s/ Robert S. Pick Name: Robert S. Pick Title: Senior Vice President GENERAL ELECTRIC COMPANY By: /s/ Mark J. Krakowiak Name: Mark J. Krakowiak Title: Vice President and Chief Risk Officer NAVY HOLDINGS, INC. By: /s/ Robert Duffy...

  • Page 324
    ... UNIVERSAL STUDIOS HOME ENTERTAINMENT HOLDINGS INC. By: /s/ Malvina Iannone Name: Malvina Iannone Title: Vice President and Secretary WORKING TITLE GROUP HOLDINGS INC. By: /s/ Malvina Iannone Name: Malvina Iannone Title: Vice President and Secretary UNIVERSAL STUDIOS PAY TELEVISION HOLDINGS INC. By...

  • Page 325
    UNIVERSAL FILM EXCHANGES HOLDINGS INC. By: /s/ Malvina Iannone Name: Malvina Iannone Title: Vice President and Secretary UNIVERSAL PICTURES COMPANY OF PUERTO RICO HOLDINGS INC. By: /s/ Malvina Iannone Name: Malvina Iannone Title: Vice President and Secretary UNIVERSAL STUDIOS LICENSING HOLDINGS INC....

  • Page 326
    ... Angeles, Cleveland and Dallas to Time Warner Cable. These cable systems are presented as discontinued operations for the year ended December 31, 2006. Accordingly, we have adjusted the ratio of earnings to fixed charges to reflect the impact of discontinued operations. Comcast 2010 Annual Report...

  • Page 327
    ...to Time Warner Cable. These cable systems are presented as discontinued operations for the year ended December 31, 2006. Accordingly, we have adjusted the ratio of earnings to combined fixed charges and preferred dividends to reflect the impact of discontinued operations. Comcast 2010 Annual Report...

  • Page 328
    ... Area Interconnect Beatrice Cable TV Company Box Office Enterprises, Inc. Brigand Pictures, Inc. BroadNet Europe SPRL BroadNet Holdings, B.V. C Spectrum Investment, LLC Cable Accounting, Inc. Cable Enterprises, Inc. Cable Programming Ventures, LLC Cable Sports Southeast, LLC Cable Television of Gary...

  • Page 329
    ... of Philadelphia Area I, LLC Comcast Cablevision of Southeast Michigan, Inc. Comcast Capital Corporation Comcast CCH Subsidiary Holdings, Inc. Comcast Cellular Holding Company, Inc. Comcast Cellular Holdings Corporation Comcast CHC Subsidiary Holdings, Inc. Comcast Children's Network Holdings, LLC...

  • Page 330
    ... Ventures Comcast Data Services, Inc. Comcast DC Radio, Inc. Comcast Digital, LLC Comcast Directory Services, Inc. Comcast Encore, Inc. Comcast Entertainment Holdings LLC Comcast Entertainment Networks Holdings, LLC Comcast Entertainment Productions, Inc. Comcast Financial Agency Corporation Comcast...

  • Page 331
    ... Metatv, Inc. Comcast Michigan Holdings, Inc. Comcast Midcontinent, LLC Comcast Midwest Management, Inc. Comcast MO Cable Advertising of Metropolitan Atlanta, LLC Comcast MO Cable News, Inc. Comcast MO Capital Corporation Comcast MO Communications Holding Company, Inc. Comcast MO Digital Radio, Inc...

  • Page 332
    ... Comcast National Communications Services, LLC Comcast Navy Acquisition, LLC Comcast Navy Contribution, LLC Comcast NCC Holdings I, LLC Comcast NCC Holdings II, LLC Comcast NCC Holdings III, LLC Comcast NECN Holdings, LLC Comcast Netherlands, Inc. Comcast New Media Development, Inc. Comcast New...

  • Page 333
    ... LLC Comcast of Central New Jersey II, LLC Comcast of Central New Jersey, LLC Comcast of Chesterfield County, Inc. Comcast of Chicago, Inc. Comcast of Clinton Comcast of Clinton CT, Inc. Comcast of Clinton MI, Inc. Comcast of Coconut Creek, Inc. Comcast of Colorado I, LLC Comcast of Colorado II, LLC...

  • Page 334
    .... Comcast of Connecticut, LLC Comcast of Connecticut/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...

  • Page 335
    ...Inc. Comcast of Lawrence, LLC Comcast of Levittown, LLC Comcast of Little Rock, Inc. Comcast of Lompoc, LLC Comcast of Long Beach Island, LLC Comcast of Louisiana/Mississippi/Texas, LLC Comcast of Lower Merion, LLC Comcast of Macomb County, Inc. Comcast of Macomb, Inc. Comcast of Maine/New Hampshire...

  • Page 336
    ... Mississippi Call Center, LLC Comcast of Missouri, Inc. Comcast of Monmouth County, LLC Comcast of Montana I, Inc. Comcast of Montana II, Inc. Comcast of Montana III, Inc. Comcast of Mt. Clemens Comcast of Mt. Clemens, Inc. Comcast of Muncie, LLC Comcast of Muncie, LP Comcast of Muskegon Comcast of...

  • Page 337
    ... of Southern New England, Inc. Comcast of Southern Tennessee, LLC Comcast of Spokane, LLC Comcast of St. Paul, Inc. Comcast of Sterling Heights, Inc. Comcast of Tacoma, Inc. Comcast of Tallahassee, Inc. Comcast of Taylor, LLC Comcast of Tennessee, LP Comcast of the District, LLC Comcast of the...

  • Page 338
    ...Inc. Comcast Phone of Mississippi, LLC Comcast Phone of Missouri, LLC Comcast Phone of Montana, LLC Comcast Phone of Nebraska, LLC Comcast Phone of Nevada, LLC Comcast Phone of New Hampshire, LLC Comcast Phone of New Jersey, LLC Comcast Phone of New Mexico, LLC Comcast Phone of New York, LLC Comcast...

  • Page 339
    ...Comcast SCH Delaware Holdings, Inc. Comcast Shared Services Corporation Comcast Sound 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...

  • Page 340
    ... IV, Inc. Comcast Wireless Investment V, Inc. Comcast Wireless Investment VI, Inc. Comcast/Bright House Networks Detroit Cable Advertising, LLC Comcast/Mediacom Minneapolis Cable Advertising, LLC Comcast/TWC Charleston Cable Advertising, LLC Comcast/TWC Enterprise Cable Advertising, LLC DE DE DE...

  • Page 341
    ... Cable Advertising, LLC Comcast/TWC Saranac Lake Cable Advertising, LLC Comcast-Spectacor Foundation ComCon Entertainment Holdings, Inc. ComCon Production Services I, Inc. Command Cable of Eastern Illinois Limited Partnership Community Realty, Inc. Community Telecable of Seattle, Inc. Conditional...

  • Page 342
    ... Inc. Home Sports Network, Inc. Houston SportsNet Finance, LLC Houston SportsNet Holdings, LLC IEC License Holdings, Inc. In Demand L.L.C. Incuborn Solutions, Inc. Interactive Technology Services, Inc. Intermedia Cable Investors, LLC International Media Distribution, LLC Iowa Hockey, LLC Jones Cable...

  • Page 343
    ... States General Partner, LLC Mountain States Limited Partner, LLC Mt. Clemens Cable TV Investors, Inc. MW Sports Holdings, LLC National Cable Communications LLC National Digital Television Center, LLC NDTC Technologies (India) Private Limited NDTC Technology, Inc. New England Cable News New England...

  • Page 344
    ... Holdings LLC Roberts Broadcasting Corporation Satellite Services, Inc. Saturn Cable TV, Inc. SCI 34, Inc. SCI 36, Inc. SCI 37, Inc. SCI 38, Inc. SCI 48, Inc. SCI 55, Inc. Selkirk Communications (Delaware) Corporation Selkirk Systems, Inc. South Florida Cable Advertising Southwest Washington Cable...

  • Page 345
    ... 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 Magma Holdings, Inc. TCI Materials Management, Inc. TCI Michigan, Inc. TCI Microwave, Inc. TCI National Digital Television Center - Hong Kong, Inc. TCI New...

  • Page 346
    ..., Inc. 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 of Houston...

  • Page 347
    ...United Cable Television of Los Angeles, LLC United Cable Television of Oakland County, Ltd. United Cable Television of Scottsdale, Inc. United Cable Television Services of Colorado, Inc. United of Oakland, Inc. US WEST Deutschland GmbH UTI Purchase Company Vehix, Inc. Ventures Merger Subsidiary, Inc...

  • Page 348
    ...relating to the consolidated financial statements and financial statement schedule of Comcast Corporation, and the effectiveness of Comcast Corporation's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2010...

  • Page 349
    ... 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 25, 2011 / S / B RIAN L. R OBERTS Brian L. Roberts Chief Executive Officer Name: Title: Comcast 2010 Annual Report on Form 10-K

  • Page 350
    ... material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 25, 2011 / S / M ICHAEL J. A NGELAKIS Michael J. Angelakis Chief Financial Officer Name: Title: Comcast 2010 Annual Report on Form 10-K

  • Page 351
    ... the Exchange Act; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Comcast Corporation. /s/ B RIAN L. R OBERTS Name: Brian L. Roberts Title: Chief Executive Officer /s/ M ICHAEL J. A NGELAKIS Name: Michael...