Comcast 2010 Annual Report Download - page 36

Table of Contents
Comcast 2010 Annual Report on Form 10-K
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Our Class B common stock has substantial voting rights
and separate approval rights over several potentially
material transactions, and our Chairman and CEO has
considerable influence over our operations through his
beneficial ownership of our Class B common stock.
Our Class B common stock has a nondilutable 33 / % of
the combined voting power of our Class A and Class B
common stock. This nondilutable voting power is subject to
proportional decrease to the extent the number of shares of
Class B common stock is reduced below 9,444,375, which
was the number of shares of Class B common stock
outstanding on the date of our 2002 acquisition of AT&T
Corp.’s cable business, subject to adjustment in specified
situations. Stock dividends payable on the Class B common
stock in the form of Class B or Class A Special common
stock do not decrease the nondilutable voting power of the
Class B common stock. The Class B common stock also has
separate approval rights over several potentially material
transactions, even if they are approved by our Board of
Directors or by our other stockholders and even if they might
be in the best interests of our other stockholders. These
potentially material transactions include mergers or
consolidations involving Comcast Corporation, transactions
(such as a sale of all or substantially all of our assets) or
issuances of securities that require shareholder
approval, transactions that result in any person or
group owning shares representing more than 10% of the
combined voting power of the resulting or surviving
corporation, issuances of Class B common stock or securities
exercisable or convertible into Class B common stock,
and amendments to our articles of incorporation or by-laws
that would limit the rights of holders of our Class B common
stock. Brian L. Roberts beneficially owns all of the
outstanding shares of our Class B common stock and,
accordingly, has considerable influence over our operations
and the ability (subject to certain restrictions through
November 17, 2012) to transfer potential effective control by
selling the Class B common stock.
1 3
Item 1B: Unresolved Staff Comments
None.
Item 2: Properties
We believe that substantially all of our physical assets were
in good operating condition as of December 31, 2010.
Cable
Our principal physical assets consist of operating plant and
equipment, including signal receiving, encoding and decoding
devices, headends and distribution networks, and equipment
at or near our customers’ homes. The signal receiving
apparatus typically includes a tower, antenna, ancillary
electronic equipment and earth stations for reception of
satellite signals. Headends consist of electronic equipment
necessary for the reception, amplification and modulation of
signals and are located near the receiving devices. Our
distribution network consists primarily of coaxial and fiber-
optic cables, lasers, routers, switches and related electronic
equipment. Our cable plant and related equipment generally
are connected to utility poles under pole rental agreements
with local public utilities, although in 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.