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Comcast Corporation - Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2010

OR

 

¨

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                      to                     

Commission File Number 001-32871

 

 

LOGO

COMCAST CORPORATION

(Exact name of registrant as specified in its charter)

 

PENNSYLVANIA   27-0000798

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

One Comcast Center, Philadelphia, PA   19103-2838
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 286-1700

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x        Accelerated filer ¨        Non-accelerated filer ¨        Smaller reporting company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

As of March 31, 2010, there were 2,066,301,346 shares of our Class A common stock, 745,871,969 shares of our Class A Special common stock and 9,444,375 shares of our Class B common stock outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

           Page
Number
PART I. FINANCIAL INFORMATION   

Item 1.

  Financial Statements    2
  Condensed Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009 (Unaudited)    2
  Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2010 and 2009 (Unaudited)    3
  Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (Unaudited)    4
  Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2010 and 2009 (Unaudited)    5
  Condensed Consolidated Statement of Comprehensive Income for the Three Months Ended March 31, 2010 and 2009 (Unaudited)    6
  Notes to Condensed Consolidated Financial Statements (Unaudited)    7

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    23

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    29

Item 4.

  Controls and Procedures    29
PART II. OTHER INFORMATION   

Item 1.

  Legal Proceedings    29

Item 1A.

  Risk Factors    30

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds    30

Item 6.

  Exhibits    30
SIGNATURES      31

 

 

This Quarterly Report on Form 10-Q is for the three months ended March 31, 2010. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. Throughout this Quarterly Report, we refer to Comcast Corporation as “Comcast;” Comcast and its consolidated subsidiaries as “we,” “us” and “our;” and Comcast Holdings Corporation as “Comcast Holdings.”

You should carefully review the information contained in this Quarterly Report and particularly consider any risk factors that we set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “believes,” “estimates,” “potential,” or “continue,” or the negative of those words, and other comparable words. You should be aware that those statements are only our predictions. In evaluating those statements, you should specifically consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. We undertake no obligation to update any forward-looking statements.

Our businesses may be affected by, among other things, the following:

 

   

our cable services face a wide range of competition that could adversely affect our future results of operations

 

 

   

technological advances have increased and will likely continue to increase competition for our cable services, which could adversely affect our future results of operations

 

 

   

programming expenses are increasing, which could adversely affect our future results of operations

 

 

   

we are subject to regulation by federal, state and local governments, which may impose additional costs and restrictions

 

 

   

weak economic conditions may have a negative impact on our results of operations and financial condition

 

 

   

we rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology may disrupt our business

 

 

   

we may be unable to obtain necessary hardware, software and operational support

 

 

   

our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others

 

 

   

we face risks arising from the outcome of various litigation matters

 

 

   

acquisitions and other strategic transactions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction

 

 

   

the loss of key management personnel could have a negative impact on our business

 

 

   

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

 

 

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Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet

(Unaudited)

 

(in millions, except share data)   March 31,
2010
    December 31,
2009
 

Assets

   

Current Assets:

   

Cash and cash equivalents

  $ 3,483     $ 671  

Investments

    41       50  

Accounts receivable, less allowance for doubtful accounts of $161 and $175

    1,581       1,711  

Other current assets

    863       791  

Total current assets

    5,968       3,223  

Investments

    6,267       5,947  

Property and equipment, net of accumulated depreciation of $29,010 and $27,810

    23,441       23,855  

Franchise rights

    59,452       59,452  

Goodwill

    15,029       14,933  

Other intangible assets, net of accumulated amortization of $8,964 and $8,711

    3,976       4,105  

Other noncurrent assets, net

    1,287       1,218  

Total assets

  $ 115,420     $ 112,733  

Liabilities and Equity

   

Current Liabilities:

   

Accounts payable and accrued expenses related to trade creditors

  $ 3,006     $ 3,094  

Accrued expenses and other current liabilities

    3,272       2,999  

Current portion of long-term debt

    2,337       1,156  

Total current liabilities

    8,615       7,249  

Long-term debt, less current portion

    28,582       27,940  

Deferred income taxes

    27,756       27,800  

Other noncurrent liabilities

    7,140       6,767  

Commitments and contingencies (Note 12)

   

Redeemable noncontrolling interests

    148       166  

Equity:

   

Preferred stock—authorized, 20,000,000 shares; issued, zero

             

Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 2,431,762,096 and 2,428,533,911; outstanding, 2,066,301,346 and 2,063,073,161

    24       24  

Class A Special common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 816,806,733 and 835,991,034; outstanding, 745,871,969 and 765,056,270

    8       8  

Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375

             

Additional paid-in capital

    40,097       40,247  

Retained earnings

    10,517       10,005  

Treasury stock, 365,460,750 Class A common shares and 70,934,764 Class A Special common shares

    (7,517     (7,517

Accumulated other comprehensive income (loss)

    (47     (46

Total Comcast Corporation shareholders’ equity

    43,082       42,721  

Noncontrolling interests

    97       90  

Total equity

    43,179       42,811  

Total liabilities and equity

  $ 115,420     $ 112,733  

See notes to consolidated financial statements.

 

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Table of Contents

Condensed Consolidated Statement of Operations

(Unaudited)

 

    Three Months Ended
March 31
 
(in millions, except per share data)       2010             2009      

Revenue

  $ 9,202     $ 8,866  

Costs and Expenses:

   

Operating (excluding depreciation and amortization)

    3,732       3,592  

Selling, general and administrative

    1,905       1,830  

Depreciation

    1,379       1,380  

Amortization

    251       253  
      7,267       7,055  

Operating income

    1,935       1,811  

Other Income (Expense):

   

Interest expense

    (524     (570

Investment income (loss), net

    101       13  

Equity in net income (losses) of affiliates, net

    (32     (14

Other income (expense)

    (10     (1
      (465     (572

Income before income taxes

    1,470       1,239  

Income tax expense

    (591     (461

Net income from consolidated operations

    879       778  

Net (income) loss attributable to noncontrolling interests

    (13     (6

Net income attributable to Comcast Corporation

  $ 866     $ 772  

Basic earnings per common share attributable to Comcast Corporation shareholders

  $ 0.31     $ 0.27  

Diluted earnings per common share attributable to Comcast Corporation shareholders

  $ 0.31     $ 0.27  

Dividends declared per common share attributable to Comcast Corporation shareholders

  $ 0.0945     $ 0.0675  

See notes to consolidated financial statements.

 

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Condensed Consolidated Statement of Cash Flows

(Unaudited)

 

    Three Months Ended
March 31
 
(in millions)       2010             2009      

Net cash provided by (used in) operating activities

  $ 2,903     $ 2,512  

Investing Activities

   

Capital expenditures

    (925     (1,160

Cash paid for intangible assets

    (117     (133

Acquisitions, net of cash acquired

    (172     (7

Proceeds from sales of investments

    1       7  

Purchases of investments

    (24     (47

Other

    (19     24  

Net cash provided by (used in) investing activities

    (1,256     (1,316

Financing Activities

   

Proceeds from borrowings

    2,408       20  

Repurchases and repayments of debt

    (612     (352

Repurchases of common stock

    (300       

Dividends paid

    (268     (180

Other

    (63       

Net cash provided by (used in) financing activities

    1,165       (512

Increase (decrease) in cash and cash equivalents

    2,812       684  

Cash and cash equivalents, beginning of period

    671       1,195  

Cash and cash equivalents, end of period

  $ 3,483     $ 1,879  

See notes to consolidated financial statements.

 

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Condensed Consolidated Statement of Changes in Equity

(Unaudited)

 

(in millions)

  Redeemable
Non-
controlling
Interests
        Common Stock        

Retained
Earnings

   

Treasury
Stock at
Cost

    Accumulated
Other
Comprehensive
Income (Loss)
    Non-
controlling
Interests
    Total
Equity
 
         A   A
Special
  B   Additional
Paid-In
Capital
           

Balance, January 1, 2009

  $ 171        $ 24   $ 9   $  —   $ 40,620      $ 7,427      $ (7,517   $ (113   $ 126      $ 40,576   

Stock compensation plans

              3               3  

Employee stock purchase plan

              15               15  

Dividends declared

                (195           (195

Other comprehensive income (loss)

                    20         20  

Sale (purchase) of subsidiary shares to (from) noncontrolling interests, net

              30             (35     (5

Contributions from (distributions to) noncontrolling interests

    3                       (4     (4

Net income (loss)

    (1                                   772                       7       779  

Balance, March 31, 2009

  $ 173          $ 24   $ 9   $  —   $ 40,668      $ 8,004      $ (7,517   $ (93   $ 94      $ 41,189   
 

Balance, January 1, 2010

  $ 166        $ 24   $ 8   $  —   $ 40,247      $ 10,005      $ (7,517   $ (46   $ 90      $ 42,811   

Stock compensation plans

              40       (2           38  

Repurchase of common stock

              (215     (85           (300

Employee stock purchase plan

              14               14  

Dividends declared

                (267           (267

Other comprehensive income (loss)

                    (1       (1

Sale (purchase) of subsidiary shares to (from) noncontrolling interests, net

    (20             11               11  

Contributions from (distributions to) noncontrolling interests

                      (4     (4

Net income (loss)

    2                                     866                       11       877  

Balance, March 31, 2010

  $ 148          $ 24   $ 8   $  —   $ 40,097      $ 10,517      $ (7,517   $ (47   $ 97      $ 43,179   

See notes to consolidated financial statements.

 

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Condensed Consolidated Statement of Comprehensive Income

(Unaudited)

 

   

Three Months Ended

March 31

 
(in millions)       2010             2009      

Net income from consolidated operations

  $ 879      $ 778   

Holding gains (losses) during the period, net of deferred taxes of $- and $1

    1       (1

Reclassification adjustments for losses (gains) included in net income attributable to Comcast Corporation, net of deferred taxes of $(1) and $(12)

    2       22  

Cumulative translation adjustments

    (4     (1

Comprehensive income

    878       798  

Net (income) loss attributable to noncontrolling interests

    (13     (6

Comprehensive income attributable to Comcast Corporation

  $ 865      $ 792   

See notes to consolidated financial statements.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Condensed Consolidated Financial Statements

Basis of Presentation

We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our results of operations and financial condition for the periods shown, including normal, recurring accruals and other items. We also evaluated events or transactions that occurred after the balance sheet date through the issuance date of these financial statements to determine if financial statement recognition or additional disclosure is required. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.

The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our annual financial statements for the preceding fiscal year as filed with the SEC.

Reclassifications have been made to the prior year’s condensed consolidated financial statements between revenue and operating expenses to conform to classifications used in 2010.

Note 2: Recent Accounting Pronouncements

Consolidation of Variable Interest Entities

In June 2009, the Financial Accounting Standards Board (“FASB”) updated the accounting guidance related to the consolidation of variable interest entities (“VIEs”). The updated guidance (i) requires ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE, (ii) changes the quantitative approach previously required for determining the primary beneficiary of a VIE and replaces it with a qualitative approach, and (iii) requires additional disclosure about an enterprise’s involvement in VIEs. We adopted the updated guidance on January 1, 2010 and it did not impact our consolidated financial statements.

Note 3: Earnings Per Share

Basic earnings per common share attributable to Comcast Corporation shareholders (“Basic EPS”) is computed by dividing net income attributable to Comcast Corporation by the weighted-average number of common shares outstanding during the period.

Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”). Diluted earnings per common share attributable to Comcast Corporation shareholders (“Diluted EPS”) considers the impact of potentially dilutive securities using the treasury stock method, except in periods in which there is a loss, because the inclusion of the potential common shares would have an antidilutive effect. 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.

Diluted EPS for the three months ended March 31, 2010 and 2009 excludes approximately 192 million and 181 million, respectively, of potential common shares related to our share-based compensation plans, because the inclusion of the potential common shares would have had an antidilutive effect.

 

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Computation of Diluted EPS

 

    Three Months Ended March 31
    2010    2009
(in millions, except per share data)   Net Income
Attributable
to Comcast
Corporation
   Shares    Per Share
Amount
   Net Income
Attributable
to Comcast
Corporation
   Shares    Per Share
Amount

Basic EPS attributable to Comcast Corporation shareholders

  $ 866    2,829    $ 0.31    $ 772    2,885    $ 0.27

Effect of dilutive securities:

                

Assumed exercise or issuance of shares relating to stock plans

         8                  5       

Diluted EPS attributable to Comcast Corporation shareholders

  $ 866    2,837    $ 0.31    $ 772    2,890    $ 0.27

Note 4: Acquisitions and Other Significant Events

2009

NBC Universal Transaction

We entered into agreements with General Electric Company (“GE”) in December 2009 to form a new company of which we will own 51% and control, with the remaining 49% to be owned by GE. Under the terms of the transaction, GE will contribute NBC Universal’s businesses, including its cable and broadcast networks, filmed entertainment, televised entertainment, theme parks and unconsolidated investments, as well as other GE assets used primarily in NBC Universal’s business. NBC Universal will borrow $9.1 billion from third party lenders and will distribute the proceeds to GE at the closing of the transaction. We will contribute our national programming networks, our regional sports networks and certain of our Internet businesses, as well as other assets used primarily in those businesses, collectively valued at approximately $7.25 billion. We will also make a cash payment to GE of $7.1 billion less certain adjustments primarily based on the free cash flow generated by NBC Universal between December 4, 2009 and the closing. GE will be entitled to cause the new company to redeem half of GE’s interest 3.5 years after the closing and its remaining interest 7 years after the closing. If GE exercises its first redemption right, we have the right to purchase the remainder of GE’s interest. If GE does not exercise its first redemption right, we have the right to purchase half of GE’s interest 5 years after the closing. We also will have the right to purchase GE’s remaining interest, if any, 8 years after the closing. The redemption and purchase price will equal the ownership percentage being acquired multiplied by 120% of the fully distributed public market trading value of the new company, less half of the excess of 120% of that value over $28.15 billion. Subject to various limitations, we are committed to fund up to $2.875 billion in cash or common stock for each of the two redemptions (for an aggregate of up to $5.75 billion), with amounts not used in the first redemption to be available for the second redemption. The transaction is subject to various regulatory approvals and is expected to close by the end of 2010.

The results of operations for the new company will be consolidated with our results of operations, as we will control the new company. When the transaction is completed, the NBC Universal businesses will be recorded at their fair value and the businesses we contribute will be recorded at their historical or carry-over basis. GE’s interest will be recorded as a redeemable noncontrolling interest in our consolidated financial statements.

Other

During the three months ended March 31, 2010, we acquired CIMCO Communications, Inc. (“CIMCO”), a phone and high-speed Internet service provider for businesses; Paciolan, Inc. (“Paciolan”), a developer of automated ticketing software; and New Global Telecom, Inc. (“NGT”), a phone service provider for small to medium-sized businesses; and made other smaller acquisitions for an aggregate purchase price of approximately $172 million. The results of operations for CIMCO and NGT are reported in our Cable segment. The results of operations for Paciolan are reported in Corporate and Other. The results of operations for these acquisitions have been included in our consolidated results of operations since their respective acquisition dates and were not material to our consolidated financial statements.

 

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Note 5: Investments

 

(in millions)   March 31,
2010
   December 31,
2009

Fair value method

  $ 2,294    $ 1,933

Equity method, primarily SpectrumCo and Clearwire

    2,300      2,341

Cost method, primarily AirTouch redeemable preferred shares

    1,714      1,723

Total investments

    6,308      5,997

Less: Current investments

    41      50

Noncurrent investments

  $ 6,267    $ 5,947

As of March 31, 2010 and December 31, 2009, the estimated fair value of the AirTouch redeemable preferred stock was $1.535 billion and $1.524 billion, respectively, which exceeded our carrying basis as of each date.

Components of Investment Income (Loss), Net

 

    Three Months Ended
March 31
 
(in millions)       2010             2009      

Gains on sales and exchanges of investments, net

  $ 2     $ 3  

Investment impairment losses

    (8     (16

Unrealized gains (losses) on securities underlying prepaid forward sale agreements

    360       38  

Mark to market adjustments on derivative component of prepaid forward sale agreements

    (277     (29

Mark to market adjustments on derivative component of ZONES

    1       9  

Interest and dividend income

    22       27  

Other, net

    1       (19

Investment income (loss), net

  $ 101     $ 13  

Note 6: Goodwill

 

(in millions)   Cable     Programming    Corporate
and Other
    Total  

Balance, December 31, 2009(a)

  $ 12,828     $ 1,630    $ 475     $ 14,933  

Acquisitions

    76       3      19       98  

Settlements and adjustments

    (1          (1     (2 )

Balance, March 31, 2010

  $ 12,903     $ 1,633    $ 493     $ 15,029  

 

(a)

The December 31, 2009 Cable segment and Corporate and Other amounts have been adjusted for segment reclassifications to be consistent with our 2010 management reporting presentation.

Cable segment acquisitions for the three months ended March 31, 2010 were related to the acquisitions of CIMCO and NGT. Corporate and Other acquisitions for the three months ended March 31, 2010 related to the acquisition of Paciolan.

Note 7: Long-Term Debt

In March 2010, we issued $1.4 billion principal amount of 5.15% notes due 2020 and $1.0 billion principal amount of 6.4% notes due 2040. The net proceeds of these issuances will be used for working capital and general corporate purposes, which may include the repayment of debt at its maturity and funding a portion of our payment to GE due upon closing of the NBC Universal transaction.

Note 8: Fair Value Measurements and Derivative Financial Instruments

We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates and equity prices. Our objective is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on the derivatives used to economically hedge them. Derivative financial instruments that receive designated hedge accounting treatment are evaluated for effectiveness at the time they are designated, as well as throughout the hedging period. We do

 

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not engage in any speculative or leveraged derivative transactions. All derivative transactions must comply with a derivatives policy authorized by our Board of Directors.

We manage the credit risks associated with our derivative financial instruments through the evaluation and monitoring of the creditworthiness of the counterparties. Although we may be exposed to losses in the event of nonperformance by the counterparties, we do not expect such losses, if any, to be significant.

We manage our exposure to and benefits from price fluctuations in the common stock of some of our investments by using equity derivative financial instruments embedded in other contracts, such as prepaid forward sale agreements, whose values, in part, are derived from the market value of certain publicly traded common stock.

We periodically examine the instruments we use to hedge exposure to interest rate and equity price risks to ensure that the instruments are matched with underlying assets or liabilities, to reduce our risks relating to changes in interest rates or equity prices and, through market value and sensitivity analysis, to maintain a high correlation to the risk inherent in the hedged item. For those instruments that do not meet the above conditions, and for those derivative financial instruments that are not designated as a hedge, changes in fair value are recognized on a current basis in earnings.

As of March 31, 2010, our derivative financial instruments designated as hedges included (i) the derivative component of one of our prepaid forward sale agreements, which is recorded to other noncurrent liabilities, and (ii) our interest rate swap agreements, which are recorded to other current or noncurrent assets or liabilities. Changes in the fair value of the derivative component of our prepaid forward sale agreements are recorded to investment income (loss). Changes in the fair value of our interest rate swap agreements are recorded to interest expense. These amounts are completely offset by changes in the fair value of the related debt because the swaps are deemed to be 100% effective. The difference between variable and fixed rates to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt.

As of March 31, 2010, our derivative financial instruments not designated as hedges included (i) the derivative component of our indexed debt instruments (our ZONES debt), which is recorded to long-term debt, and (ii) the derivative component of certain of our prepaid forward sale agreements, which is recorded to other noncurrent liabilities.

As of March 31, 2010, our debt had an estimated fair value of $33.383 billion. The estimated fair value of our publicly traded debt is based on quoted market values for the debt. To estimate the fair value of debt for which there are no quoted market prices, we use interest rates available to us for debt with similar terms and remaining maturities.

Recurring Fair Value Measures

 

    Fair value as of March 31, 2010    December 31,
2009
(in millions)   Level 1    Level 2    Level 3    Total    Total

Assets

             

Trading securities

  $ 2,205    $  —    $  —    $ 2,205    $ 1,855

Available-for-sale securities

    87                87      76

Equity warrants

              2      2      2

Interest rate swap agreements

         171           171      143
    $ 2,292    $ 171    $ 2    $ 2,465    $ 2,076

Liabilities

             

Derivative component of ZONES

  $    $ 14    $    $ 14    $ 15

Derivative component of prepaid forward sale agreements

         626           626      349

Interest rate swap agreements

         1           1      1
    $    $ 641    $    $ 641    $ 365

 

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Amount of Gain (Loss) Recognized in Income on Derivative Financial Instruments

 

    Three Months Ended
March 31
 
(in millions)       2010             2009      

Designated Fair Value Hedging Relationships

   

Interest Income (Expense):

   

Interest rate swap agreements (fixed to variable)

  $ 28     $ (38

Long-term debt—interest rate swap agreements (fixed to variable)

    (28     38  

Investment Income (Expense):

   

Unrealized gains (losses) on securities underlying prepaid forward sale agreements

    19       (20

Mark to market adjustments on derivative component of prepaid forward sale agreement

    (11     17  

Gain (loss) on fair value hedging relationships

    8       (3

Nondesignated

   

Investment Income (Expense):

   

Unrealized gains (losses) on securities underlying prepaid forward sale agreements

    341       58  

Mark to market adjustments on derivative component of prepaid forward sale agreements

    (266     (46

Mark to market adjustments on derivative component of ZONES

    1       9  

Total gain (loss)

  $ 84     $ 18  

The difference between variable and fixed rates received under the terms of our interest rate swap agreements reduced interest expense by approximately $32 million and $23 million during the three months ended March 31, 2010 and 2009, respectively.

Note 9: Noncontrolling Interests

Certain of our subsidiaries that we consolidate are not wholly owned. Some of the agreements with the minority partners of these subsidiaries contain redemption features whereby interests held by the minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. If interests were to be redeemed under these agreements, we would generally be required to purchase the interest at fair value on the date of redemption. These interests are presented on the balance sheet outside of equity under the caption “Redeemable noncontrolling interests.” Noncontrolling interests that do not contain such redemption features are presented in equity.

In March 2010, we acquired all of the noncontrolling interest of one of our technology ventures, which had a carrying value of approximately $20 million, for approximately $9 million. The difference between the amount paid and the carrying value of the noncontrolling interest resulted in an increase of approximately $11 million to additional paid-in capital of Comcast Corporation.

The table below presents the changes in equity resulting from net income attributable to Comcast Corporation and transfers to or from noncontrolling interests.

 

(in millions)   Three Months Ended
March 31, 2010

Net income attributable to Comcast Corporation

  $ 866

Transfers from (to) noncontrolling interests:

 

Increase in Comcast Corporation additional paid-in capital resulting from the purchase of noncontrolling interest

    11

Changes from net income attributable to Comcast Corporation and transfers from (to) noncontrolling interests

  $ 877

 

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Note 10: Equity

Share-Based Compensation

Our Board of Directors may grant share-based awards, in the form of stock options and RSUs, to certain employees and directors. Additionally, through our employee stock purchase plan, employees are able to purchase shares of Comcast Class A common stock at a discount through payroll deductions.

In March 2010, we granted 30.9 million stock options and 8.4 million RSUs related to our annual management grant program. The fair values associated with these grants were $5.11 per stock option and $16.87 per RSU.

Recognized Share-Based Compensation Expense

 

    Three Months Ended
March 31
(in millions)       2010            2009    

Stock options

  $ 28    $ 19

Restricted share units

    35      13

Employee stock purchase plan

    4      5

Total

  $ 67    $ 37

As of March 31, 2010, there was $429 million and $401 million of unrecognized pretax compensation cost related to nonvested stock options and nonvested RSUs, respectively.

The employee cost associated with participation in the employee stock purchase plan was satisfied with payroll deductions of approximately $15 million for the three months ended March 31, 2010. For the three months ended March 31, 2009, the employee cost was $17 million.

Accumulated Other Comprehensive Income (Loss)

 

    Three Months Ended
March 31
 
(in millions)       2010             2009      

Unrealized gains (losses) on marketable securities

  $ 23     $ 22  

Deferred gains (losses) on cash flow hedges

    (60     (79

Unrealized gains (losses) on employee benefit obligations

    (6     (31

Cumulative translation adjustments

    (4     (5

Accumulated other comprehensive income (loss), net of deferred taxes

  $ (47   $ (93

Deferred losses on cash flow hedges in the table above relate primarily to previous interest rate lock agreements entered into to fix the interest rates of certain of our debt obligations in advance of their issuance. As of March 31, 2010, we expect $16 million of unrealized losses, $10 million net of deferred taxes, to be reclassified as an adjustment to interest expense over the next 12 months.

 

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Note 11: Statement of Cash Flows—Supplemental Information

The table below presents our adjustments to reconcile net income from consolidated operations to net cash provided by operating activities.

 

    Three Months Ended
March 31
 
(in millions)       2010             2009      

Net income from consolidated operations

  $ 879      $ 778   

Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:

   

Depreciation

    1,379        1,380   

Amortization

    251        253   

Share-based compensation

    82        54   

Noncash interest expense (income), net

    35        44   

Equity in net (income) losses of affiliates, net

    32        14   

(Gains) losses on investments and noncash other (income) expense, net

    (67     15   

Deferred income taxes

           214   

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

   

Change in accounts receivable, net

    143        143   

Change in accounts payable and accrued expenses related to trade creditors

    (71     (94

Change in other operating assets and liabilities

    240        (289

Net cash provided by operating activities

  $ 2,903      $ 2,512   

Cash Payments for Interest and Income Taxes

 

    Three Months Ended
March 31
(in millions)       2010            2009    

Interest

  $ 615    $ 664

Income taxes

  $ 46    $ 161

Noncash Financing and Investing Activities

During the three months ended March 31, 2010, we:

 

   

recorded a liability of approximately $267 million for a quarterly cash dividend of $0.0945 per common share paid in April 2010, which is a noncash financing activity

 

 

   

acquired approximately $368 million of property and equipment and software that was accrued but unpaid, which is a noncash investing activity

 

Note 12: Commitments and Contingencies

Commitments

One of our subsidiaries supports debt compliance with respect to obligations of a cable system in which we hold an ownership interest, which expires March 2011. Although there can be no assurance, we believe that this cable system will be able to support its debt compliance requirements on its own and that we will not be required to fund our obligation under this commitment. The total notional amount of our commitment was $410 million as of March 31, 2010, at which time there were no quoted market prices for similar agreements.

Contingencies

Antitrust Cases

We are defendants in two purported class actions originally filed in December 2003 in the United States District Courts for the District of Massachusetts and the Eastern District of Pennsylvania. The potential class in the Massachusetts case, which has been transferred to the Eastern District of Pennsylvania, is our customer base in the “Boston Cluster” area, and the 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 restraints in those areas and seek damages under antitrust statutes, including treble damages.

 

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Classes of Philadelphia Cluster and Chicago Cluster customers were certified in May 2007 and October 2007, respectively. In March 2009, as a result of a Third Circuit Court of Appeals decision clarifying the standards for class certification, the order certifying the Philadelphia Cluster class was vacated without prejudice to the plaintiffs filing a new motion. In January 2010, in its decision on the plaintiffs’ new motion, the Eastern District of Pennsylvania certified a class subject to certain limitations. In March 2010, we moved for summary judgment dismissing all of the plaintiffs’ claims in the Philadelphia Cluster. The plaintiffs’ claims concerning the other two clusters are stayed pending determination of the Philadelphia Cluster claims.

We also are among the defendants in a purported class action filed in the United States District Court for the Central District of California in September 2007. The potential class is comprised of all persons residing in the United States who have subscribed to an expanded basic level of video service provided by one of the defendants. The plaintiffs allege that the defendants who produce video programming have entered into agreements with the defendants who distribute video programming via cable and satellite (including us), which preclude the distributor defendants from reselling channels to customers on an “unbundled” basis in violation of federal antitrust laws. The plaintiffs seek treble damages and injunctive relief requiring each distributor defendant to resell certain channels to its customers on an “unbundled” basis. In October 2009, the Central District of California issued an order dismissing the plaintiffs’ complaint with prejudice. The plaintiffs have appealed that order to the Ninth Circuit Court of Appeals.

In addition, we are the defendant in twenty-two purported class actions filed in federal district courts throughout the country. All of these actions have been consolidated by the Judicial Panel on Multidistrict Litigation in the United States District Court for the Eastern District of Pennsylvania for pre-trial proceedings. In a consolidated complaint filed in November 2009 on behalf of all plaintiffs in the multi-district litigation, the plaintiffs allege that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of Section 1 of the Sherman Antitrust Act, various state antitrust laws and unfair/deceptive trade practices acts in California, Illinois and Alabama. The plaintiffs also allege a claim for unjust enrichment and seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California, Alabama, Illinois, Pennsylvania and Washington. In January 2010, we moved to compel arbitration of the plaintiffs’ claims for unjust enrichment and violations of the unfair/deceptive trade practices acts of Illinois and Alabama.

The West Virginia Attorney General also filed a complaint in West Virginia state court in July 2009 alleging that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of the West Virginia Antitrust Act and the West Virginia Consumer Credit and Protection Act. The Attorney General also alleges a claim for unjust enrichment/restitution. We removed the case to the United States District Court for West Virginia, and it was subsequently transferred to the United States District Court for the Eastern District of Pennsylvania and consolidated with the multi-district litigation described above. In March 2010, the Eastern District of Pennsylvania denied the Attorney General’s motion to remand the case back to West Virginia state court.

ERISA Litigation

We and several of our current officers have been named as defendants in a purported class action lawsuit filed in the United States District Court for the Eastern District of Pennsylvania in February 2008. The potential class comprises participants in our retirement investment (401(k)) plan that invested in the plan’s company stock account. The plaintiffs assert that the defendants breached their fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in managing the plan by allowing participants to continue to invest in the company stock account during a time in 2007 when we allegedly knew (but had not disclosed) that we would not meet our forecasted results. In April 2010, the Eastern District of Pennsylvania certified the class, although we have filed a petition in the Court of Appeals for the Third Circuit seeking to appeal that ruling. The plaintiffs seek unspecified damages.

Other

We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions. We are also subject

 

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to other legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or cash flows, any litigation resulting from any such legal proceedings or claims could be time consuming, costly and injure our reputation.

* * *

We believe the claims in each of the actions described above in this item are without merit and intend to defend the actions vigorously. Although we cannot predict the outcome of any of the actions described above or how the final resolution of any such actions would impact our results of operations or cash flows for any one period or our consolidated financial condition, 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.

Note 13: Financial Data by Business Segment

Our reportable segments consist of our Cable and Programming businesses. In evaluating the profitability of our segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Assets are not allocated to segments for management reporting, although approximately 95% of our assets relate to the Cable segment. Our financial data by business segment is presented in the table below.

 

(in millions)   Cable(a)(b)     Programming(c)     Corporate and
Other(d)(e)
    Eliminations(f)     Total

Three months ended March 31, 2010

         

Revenue(g)

  $ 8,677      $ 385      $ 245      $ (105   $ 9,202

Operating income (loss) before depreciation and amortization(h)

    3,542        121        (99 )       1        3,565

Depreciation and amortization

    1,555        54        29        (8 )       1,630

Operating income (loss)

    1,987        67        (128     9        1,935

Capital expenditures

    913        5        7               925

Three months ended March 31, 2009

         

Revenue(g)(i)(j)

  $ 8,383      $ 361      $ 206      $ (84   $ 8,866

Operating income (loss) before depreciation and amortization(h)(i)

    3,404        112        (70     (2     3,444

Depreciation and amortization(i)

    1,565        49        26        (7 )       1,633

Operating income (loss)(i)

    1,839        63        (96     5        1,811

Capital expenditures

    1,130        8        22               1,160

 

(a)

Cable segment revenue was derived from the following services:

 

    Three Months Ended
March 31
 
         2010             2009      

Video(j)

  55.8   58.8

High-speed Internet

  23.9   22.8

Phone

  10.1   9.3

Advertising(j)

  4.2   3.5

Franchise fees

  2.8   2.8

Other(j)

  3.2   2.8

Total

  100.0   100.0

Subscription 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 networks.

 

(c)

Our Programming segment consists primarily of our consolidated national programming networks, E!, Golf Channel, VERSUS, G4 and Style.

 

(d)

Corporate and Other activities include Comcast Interactive Media, Comcast Spectacor, a portion of operating results of our less than wholly owned technology development ventures (see “(e)” below), corporate activities and all other businesses not presented in our Cable or Programming segments.

 

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(e)

We consolidate our less than wholly owned technology development ventures that we control or of which we are considered the primary beneficiary. These ventures are with various corporate partners, such as Motorola. The ventures have been created to share the costs of development of new technologies for set-top boxes and other devices. The results of these entities are included within Corporate and Other except for cost allocations, which are made to the Cable segment based on our percentage ownership in each entity.

 

(f)

Included in the Eliminations column are transactions that our segments enter into with one another. The most common types of transactions are the following:

 

   

our Programming segment generates revenue by selling cable network programming to our Cable segment, which represents a substantial majority of the revenue elimination amount

 

 

   

our Cable segment receives incentives offered by our Programming segment when negotiating programming contracts that are recorded as a reduction of programming expenses

 

 

   

our Cable segment generates revenue by selling advertising and by selling the use of satellite feeds to our Programming segment

 

 

   

our Cable segment generates revenue by providing network services to Comcast Interactive Media

 

 

(g)

Non-U.S. revenue was not significant in any period. No single customer accounted for a significant amount of our revenue in any period.

 

(h)

To measure the performance of our operating segments, we use operating income (loss) before depreciation and amortization, excluding impairments related to fixed and intangible assets, and gains or losses from the sale of assets, if any. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance, the operating performance of our operating segments, and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.

 

(i)

The 2009 Cable segment and Corporate and Other amounts have been adjusted for segment reclassifications to be consistent with our 2010 management reporting presentation. The adjustments resulted in the reclassification of revenue, operating income (loss) before depreciation and amortization, depreciation and amortization, and operating income from Corporate and Other to our Cable segment for the amounts presented below:

 

(in millions)   Three Months Ended
March 31, 2009
 

Revenue

  $ 3   

Operating income (loss) before depreciation and amortization

  $ (2

Depreciation and amortization

  $ 3   

Operating income (loss)

  $ (5

 

(j)

Reclassifications have been made to prior year amounts between revenue and operating expenses to conform to classifications used in 2010.

 

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Note 14: Condensed Consolidating Financial Information

Comcast Corporation and four of our wholly 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 of Delaware”), have fully and unconditionally guaranteed each other’s debt securities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the “Combined CCHMO Parents.”

Comcast Corporation provides an unconditional subordinated guarantee of the $211 million principal amount currently outstanding of Comcast Holdings’ ZONES due October 2029 and the $202 million principal amount currently outstanding of Comcast Holdings’ 10  5/ 8% senior subordinated debentures due 2012. Comcast Corporation does not guarantee the $71 million principal amount outstanding of Comcast Holdings’ ZONES due November 2029. We have included Comcast Holdings’ condensed consolidated financial information for all periods presented. Our condensed consolidating financial information is presented in the tables below.

Condensed Consolidating Balance Sheet

March 31, 2010

 

(in millions)  

Comcast

Parent

  

CCCL

Parent

  

Combined

CCHMO

Parents

  

Comcast

Holdings

  

Non-

Guarantor

Subsidiaries

  

Elimination

and

Consolidation

Adjustments

   

Consolidated

Comcast

Corporation

ASSETS

                  

Cash and cash equivalents

  $  —    $  —    $  —    $  —    $ 3,483    $  —      $ 3,483

Investments

                        41             41

Accounts receivable, net

                        1,581             1,581

Other current assets

    174      2                687             863

Total current assets

    174      2                5,792             5,968

Investments

                        6,267             6,267

Investments in and amounts due from subsidiaries eliminated upon consolidation

    67,011      82,244      47,649      71,945      5,117      (273,966    

Property and equipment, net

    292                     23,149             23,441

Franchise rights

                        59,452             59,452

Goodwill

                        15,029             15,029

Other intangible assets, net

    10                     3,966             3,976

Other noncurrent assets, net

    1,055      20      1      6      839      (634     1,287

Total assets

  $ 68,542    $ 82,266    $ 47,650    $ 71,951    $ 119,611    $ (274,600   $ 115,420

LIABILITIES AND EQUITY

                  

Accounts payable and accrued expenses related to trade creditors

  $ 9    $  —    $  —    $  —    $ 2,997    $  —      $ 3,006

Accrued expenses and other current liabilities

    869      270      32      126      1,975             3,272

Current portion of long-term debt

    1,271      999                67             2,337

Total current liabilities

    2,149      1,269      32      126      5,039             8,615

Long-term debt, less current portion

    21,732      3,935      2,348      327      240             28,582

Deferred income taxes

                   687      27,703      (634     27,756

Other noncurrent liabilities

    1,579                171      5,390             7,140

Redeemable noncontrolling interests

                        148             148

Equity:

                  

Common stock

    32                                 32

Other shareholders’ equity

    43,050      77,062      45,270      70,640      80,994      (273,966     43,050

Total Comcast Corporation shareholders’ equity

    43,082      77,062      45,270      70,640      80,994      (273,966     43,082

Noncontrolling interests

                        97             97

Total equity

    43,082      77,062      45,270      70,640      81,091      (273,966     43,179

Total liabilities and equity

  $ 68,542    $ 82,266    $ 47,650    $ 71,951    $ 119,611    $ (274,600   $ 115,420

 

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Condensed Consolidating Balance Sheet

December 31, 2009

 

(in millions)  

Comcast

Parent

 

CCCL

Parent

 

Combined

CCHMO

Parents

 

Comcast

Holdings

 

Non-

Guarantor

Subsidiaries

 

Elimination

and

Consolidation

Adjustments

   

Consolidated

Comcast

Corporation

ASSETS

             

Cash and cash equivalents

  $  —   $  —   $  —   $  —   $ 671   $  —      $ 671

Investments

                    50            50

Accounts receivable, net

                    1,711            1,711

Other current assets

    169     2             620            791

Total current assets

    169     2             3,052            3,223

Investments

                    5,947            5,947

Investments in and amounts due from subsidiaries eliminated upon consolidation

    73,943     80,766     47,141     69,959     5,721     (277,530    

Property and equipment, net

    299                 23,556            23,855

Franchise rights

                    59,452            59,452

Goodwill

                    14,933            14,933

Other intangible assets, net

    11                 4,094            4,105

Other noncurrent assets, net

    419     13         6     780            1,218

Total assets

  $ 74,841   $ 80,781   $ 47,141   $ 69,965   $ 117,535   $ (277,530   $ 112,733

LIABILITIES AND EQUITY

             

Accounts payable and accrued expenses related to trade creditors

  $ 14   $   $   $   $ 3,080   $      $ 3,094

Accrued expenses and other current liabilities

    1,009     176     75     131     1,608            2,999

Current portion of long-term debt

    1,100                 56            1,156

Total current liabilities

    2,123     176     75     131     4,744            7,249

Long-term debt, less current portion

    20,089     4,925     2,352     326     248            27,940

Deferred income taxes

    8,068             697     19,035            27,800

Other noncurrent liabilities

    1,840             171     4,756            6,767

Redeemable noncontrolling interests

                    166            166

Equity:

             

Common stock

    32                            32

Other shareholders’ equity

    42,689     75,680     44,714     68,640     88,496     (277,530     42,689

Total Comcast Corporation shareholders’ equity

    42,721     75,680     44,714     68,640     88,496     (277,530     42,721

Noncontrolling interests

                    90            90

Total equity

    42,721     75,680     44,714     68,640     88,586     (277,530     42,811

Total liabilities and equity

  $ 74,841   $ 80,781   $ 47,141   $ 69,965   $ 117,535   $ (277,530   $ 112,733

 

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Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2010

 

(in millions)  

Comcast

Parent

   

CCCL

Parent

   

Combined

CCHMO

Parents

   

Comcast

Holdings

   

Non-

Guarantor

Subsidiaries

   

Elimination

and

Consolidation

Adjustments

   

Consolidated

Comcast

Corporation

 

Revenue:

             

Service revenue

  $  —      $  —      $  —      $  —      $ 9,202     $  —      $ 9,202  

Management fee revenue

    196       237       110                     (543       
      196       237       110              9,202       (543     9,202  

Costs and Expenses:

             

Operating (excluding depreciation and amortization)

                                3,732              3,732  

Selling, general and administrative

    112       237       110       14       1,975       (543     1,905  

Depreciation

    7                            1,372              1,379  

Amortization

                                251              251  
      119       237       110       14       7,330       (543     7,267  

Operating income (loss)

    77                     (14     1,872              1,935  

Other Income (Expense):

             

Interest expense

    (335     (102     (43     (8     (36            (524

Investment income (loss), net

    2                     1       98              101  

Equity in net income (losses) of affiliates, net

    1,041       1,170       682       1,155       (32     (4,048     (32

Other income (expense)

    (13                          3              (10
      695       1,068       639        1,148       33       (4,048     (465

Income (loss) before income taxes

    772       1,068       639        1,134        1,905       (4,048     1,470  

Income tax (expense) benefit

    94       35       15       7       (742            (591

Net income (loss) from consolidated operations

    866       1,103       654       1,141       1,163       (4,048     879  

Net (income) loss attributable to noncontrolling interests

                                (13            (13

Net income (loss) attributable to Comcast Corporation

  $ 866     $ 1,103      $ 654     $ 1,141     $ 1,150     $ (4,048   $ 866  

 

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Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2009

 

(in millions)   Comcast
Parent
    CCCL
Parent
    Combined
CCHMO
Parents
    Comcast
Holdings
    Non-
Guarantor
Subsidiaries
    Elimination
and
Consolidation
Adjustments
    Consolidated
Comcast
Corporation
 

Revenue:

             

Service revenue

  $      $      $      $      $ 8,866     $      $ 8,866  

Management fee revenue

    191       167       107                     (465       
      191       167       107              8,866       (465     8,866  

Costs and Expenses:

             

Operating (excluding depreciation and amortization)

                                3,592              3,592  

Selling, general and administrative

    78       167       107       14       1,929       (465     1,830  

Depreciation

    7                            1,373              1,380  

Amortization

                                253              253  
      85       167       107       14       7,147       (465     7,055  

Operating income (loss)

    106                     (14     1,719              1,811  

Other Income (Expense):

             

Interest expense

    (319     (168     (50     (2     (31            (570

Investment income (loss), net

    (7                   9       11              13  

Equity in net income (losses) of affiliates, net

    915       1,079       744       992       (36     (3,708     (14

Other income (expense)

                                (1            (1
      589       911       694       999       (57     (3,708     (572

Income (loss) before income taxes

    695       911       694       985       1,662       (3,708     1,239  

Income tax (expense) benefit

    77       59       18       2       (617            (461

Net income (loss) from consolidated operations

    772       970       712       987       1,045       (3,708     778  

Net (income) loss attributable to noncontrolling interests

                                (6            (6

Net income (loss) attributable to Comcast Corporation

  $ 772     $ 970     $ 712     $ 987     $ 1,039     $ (3,708   $ 772  

 

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Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2010

 

(in millions)   Comcast
Parent
    CCCL
Parent
    Combined
CCHMO
Parents
    Comcast
Holdings
    Non-
Guarantor
Subsidiaries
    Elimination
and
Consolidation
Adjustments
  Consolidated
Comcast
Corporation
 

Net cash provided by (used in) operating activities

  $ (1,178   $ 25     $ (76   $ (19   $ 4,151     $  —   $ 2,903  

Investing Activities:

             

Net transactions with affiliates

    12        (25     76       19       (82 )           

Capital expenditures

    (1                          (924         (925

Cash paid for intangible assets

                                (117         (117

Acquisitions, net of cash acquired

                                (172         (172

Proceeds from sales of investments

                                1           1  

Purchases of investments

                                (24         (24

Other

                                (19         (19

Net cash provided by (used in) investing activities

    11        (25     76       19       (1,337         (1,256

Financing Activities:

             

Proceeds from borrowings

    2,394                            14           2,408  

Repurchases and repayments of debt

    (600                          (12         (612

Repurchases of common stock

    (300                                     (300

Dividends paid

    (268                                     (268

Other

    (59                          (4         (63

Net cash provided by (used in) financing activities

    1,167                            (2         1,165  

Increase (decrease) in cash and cash equivalents

                                2,812           2,812  

Cash and cash equivalents, beginning of period

                                671           671  

Cash and cash equivalents, end of period

  $  —      $  —      $  —      $  —      $ 3,483     $  —   $ 3,483  

 

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Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2009

 

(in millions)   Comcast
Parent
    CCCL
Parent
    Combined
CCHMO
Parents
    Comcast
Holdings
    Non-
Guarantor
Subsidiaries
    Elimination
and
Consolidation
Adjustments
  Consolidated
Comcast
Corporation
 

Net cash provided by (used in) operating activities

  $ (154   $ (104   $ (87   $ (24   $ 2,881     $  —   $ 2,512  

Investing Activities:

             

Net transactions with affiliates

    383       159       87       281       (910           

Capital expenditures

    (19                          (1,141         (1,160

Cash paid for intangible assets

                                (133         (133

Acquisitions, net of cash acquired

                                (7         (7

Proceeds from sales of investments

                                7           7  

Purchases of investments

                                (47         (47

Other

                                24           24  

Net cash provided by (used in) investing activities

    364       159       87       281       (2,207         (1,316

Financing Activities:

             

Proceeds from borrowings

                                20           20  

Repurchases and repayments of debt

    (30     (55            (257     (10         (352

Dividends paid

    (180                                     (180

Net cash provided by (used in) financing activities

    (210     (55            (257     10           (512

Increase (decrease) in cash and cash equivalents

                                684           684  

Cash and cash equivalents, beginning of period

                                1,195           1,195  

Cash and cash equivalents, end of period

  $  —      $  —      $  —      $  —      $ 1,879     $  —   $ 1,879  

 

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading provider of video, high-speed Internet and phone services (“cable services”), offering a variety of entertainment, information and communications services to residential and commercial customers. As of March 31, 2010, our cable systems served approximately 23.5 million video customers, 16.3 million high-speed Internet customers and 7.9 million phone customers and passed over 51 million homes and businesses in 39 states and the District of Columbia. We report the results of these operations as our Cable segment, which generates approximately 95% of our consolidated revenue. Our Cable segment also includes the operations of our regional sports networks. Our Programming segment consists primarily of our consolidated national programming networks, E!, Golf Channel, VERSUS, G4 and Style. Revenue from our Programming segment is generated primarily from monthly per subscriber license fees paid by multichannel video providers, the sale of advertising and the licensing of our programming internationally.

The following are the more significant developments in our businesses during the three months ended March 31, 2010:

 

   

an increase in consolidated revenue of 3.8% to $9.2 billion and an increase in consolidated operating income of 6.8% to $1.9 billion

 

 

   

an increase in Cable segment revenue of 3.5% to $8.7 billion and an increase in operating income before depreciation and amortization of 4.1% to $3.5 billion

 

 

   

an increase in Programming segment revenue of 6.7% to $385 million and an increase in operating income before depreciation and amortization of 8.5% to $121 million

 

 

   

the addition of 399,000 high-speed Internet customers and 273,000 phone customers; a decrease of 82,000 video customers

 

 

   

a reduction in Cable segment capital expenditures of 19.2% to $913 million

 

 

   

the repurchase of 19.2 million shares of our Class A Special common stock under our share repurchase authorization for $300 million

 

 

   

the issuance of $2.4 billion aggregate principal amount of notes

 

NBC Universal Transaction

We entered into agreements with General Electric Company (“GE”) in December 2009 to form a new company of which we will own 51% and control, with the remaining 49% to be owned by GE. Under the terms of the transaction, GE will contribute NBC Universal’s businesses, including its cable and broadcast networks, filmed entertainment, televised entertainment, theme parks and unconsolidated investments, as well as other GE assets used primarily in NBC Universal’s business. NBC Universal will borrow $9.1 billion from third party lenders and will distribute the proceeds to GE at the closing of the transaction. We will contribute our national programming networks, our regional sports networks and certain of our Internet businesses, as well as other assets used primarily in those businesses, collectively valued at approximately $7.25 billion, and make a cash payment to GE of $7.1 billion, less certain adjustments primarily based on the free cash flow generated by NBC Universal between December 4, 2009 and the closing. GE will be entitled to cause the new company to redeem half of GE’s interest 3.5 years after the closing and its remaining interest 7 years after the closing. If GE exercises its first redemption right, we have the right to purchase the remainder of GE’s interest. If GE does not exercise its first redemption right, we have the right to purchase half of GE’s interest 5 years after the closing. We also will have the right to purchase GE’s remaining interest, if any, 8 years after the closing. The redemption and purchase price will equal the ownership percentage being acquired multiplied by 120% of the fully distributed public market trading value of the new company, less half of the excess of 120% of that value over $28.15 billion. Subject to various

 

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limitations, we are committed to fund up to $2.875 billion in cash or common stock for each of the two redemptions (for an aggregate of up to $5.75 billion), with amounts not used in the first redemption to be available for the second redemption. The transaction is subject to various regulatory approvals and is expected to close by the end of 2010.

Consolidated Operating Results

 

    Three Months Ended
March 31
    Increase/(Decrease)  
(in millions)       2010             2009             

Revenue(a)

  $ 9,202     $ 8,866     3.8

Costs and expenses:

     

Operating, selling, general and administrative (excluding depreciation and amortization)(a)

    5,637       5,422     4.0  

Depreciation

    1,379       1,380     (0.1

Amortization

    251       253     (0.7

Operating income

    1,935       1,811     6.8  

Other income (expense) items, net

    (465     (572   (18.8

Income before income taxes

    1,470       1,239     18.7  

Income tax expense

    (591     (461   28.2  

Net income from consolidated operations

    879       778     13.1  

Net (income) loss attributable to noncontrolling interests

    (13     (6   140.1  

Net income attributable to Comcast Corporation

  $ 866     $ 772     12.2

All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.

(a)

Reclassifications have been made to the prior year’s amounts to conform to classifications used in 2010.

Consolidated Revenue

Our Cable and Programming segments accounted for substantially all of the increases in consolidated revenue for the three months ended March 31, 2010 compared to the same period in 2009. The remaining changes related to our other business activities, primarily Comcast Interactive Media and Comcast Spectacor. Cable segment revenue and Programming segment revenue are discussed separately in “Segment Operating Results.”

Consolidated Operating, Selling, General and Administrative Expenses

Our Cable and Programming segments accounted for substantially all of the increases in consolidated operating, selling, general and administrative expenses for the three months ended March 31, 2010 compared to the same period in 2009. The remaining changes related to our other business activities, primarily Comcast Interactive Media and Comcast Spectacor, and approximately $14 million of transaction costs associated with the NBC Universal transaction. Cable segment and Programming segment operating, selling, general and administrative expenses are discussed separately in “Segment Operating Results.”

Consolidated Depreciation and Amortization

Depreciation expense and amortization expense remained relatively stable for the three months ended March 31, 2010 compared to the same period in 2009.

Segment Operating Results

Our segment operating results are presented based on how we assess operating performance and internally report financial information. To measure the performance of our operating segments, we use operating income (loss) before depreciation and amortization, excluding impairments related to fixed and intangible assets, and gains or losses from the sale of assets, if any. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating

 

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performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use this metric to measure our segment profit or loss, we reconcile it to operating income (loss), the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in the business segment footnote to our consolidated financial statements (see Note 13 to our condensed consolidated financial statements). This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

Cable Segment Results of Operations

 

    Three Months Ended
March 31
   Increase/(Decrease)  
(in millions)       2010            2009            $             %      

Video

  $ 4,842    $ 4,929    $ (87   (1.8 )% 

High-speed Internet

    2,071      1,909      162     8.5  

Phone

    877      777      100     12.9  

Advertising(a)

    360      292      68     23.5  

Other(a)

    285      242      43     16.7  

Franchise fees

    242      234      8     3.5  

Revenue(a)

    8,677      8,383      294     3.5  

Operating expenses(a)

    3,499      3,373      126     3.7  

Selling, general and administrative expenses(a)

    1,636      1,606      30     1.8  

Operating income before depreciation and amortization

  $ 3,542    $ 3,404    $ 138     4.1

 

(a)

Reclassifications have been made to the prior year’s amounts to conform to classifications used in 2010.

Cable Segment Revenue

Video

Our video revenue decreased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to a decline in video customers. During the three months ended March 31, 2010, the number of video customers decreased by approximately 82,000. These decreases were primarily due to increased competition in our service areas and weakness in the economy. During the three months ended March 31, 2010, we added or upgraded approximately 427,000 customers to our digital video service, including those customers added or upgraded in connection with the transition from analog to digital transmission of channels we distribute (“our all digital conversion”). As of March 31, 2010, approximately 80% of our 23.5 million video customers subscribed to at least one of our digital video services. Our average monthly video revenue per video customer increased slightly during the three months ended March 31, 2010 compared to the same period in 2009. We expect continued competition and weak economic conditions to result in further declines in the number of video customers during 2010.

High-Speed Internet

Our high-speed Internet revenue increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to an increase in the number of residential and commercial customers. During the three months ended March 31, 2010, we added approximately 399,000 high-speed Internet customers. Our average monthly revenue per high-speed Internet customer increased slightly during the three months ended March 31, 2010 compared to the same period in 2009.

Phone

Our phone revenue increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to an increase in the number of residential and commercial phone customers. During the

 

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three months ended March 31, 2010, we added approximately 273,000 phone customers. Average monthly revenue per phone customer declined to approximately $38 during the three months ended March 31, 2010 from approximately $39 during the three months ended March 31, 2009, due to customers receiving service as part of a promotional offer or in a bundled service offering.

Advertising

Advertising revenue increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to improvements in the overall television advertising market.

Other

We also generate revenue from our regional sports networks, our digital media center, commissions from electronic retailing networks and fees for other services. Other revenue increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to growth in our regional sports networks.

Franchise Fees

The increase in franchise fees collected from our cable customers during the three months ended March 31, 2010 compared to the same period in 2009 was primarily due to increases in the revenue on which the fees apply.

Cable Segment Operating Expenses

 

    Three Months Ended
March 31
   Increase/(Decrease)  
(in millions)       2010            2009            $             %      

Video programming

  $ 1,864    $ 1,775    $ 89     5.0

Technical labor

    561      586      (25   (4.3

High-speed Internet

    125      127      (2   (1.2

Phone

    141      154      (13   (8.7

Other

    808      731      77     10.6  

Total operating expenses(a)

  $ 3,499    $ 3,373    $ 126     3.7

 

(a)

Reclassifications have been made to the prior year’s amounts to conform to classifications used in 2010.

Video programming expenses increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to rate increases and additional programming options offered. Technical labor expenses decreased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to decreases in customer activity levels.

High-speed Internet expenses and phone expenses include certain direct costs for providing these services but do not fully reflect the amount of operating expenses that would be necessary to provide these services on a stand-alone basis. Other related costs associated with providing these services are generally shared among all our cable services and are not allocated to these items. The decreases in high-speed Internet expenses and phone expenses during the three months ended March 31, 2010 compared to the same period in 2009 were primarily due to lower support service costs that were the result of operating efficiencies. Other operating expenses increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to the continued expansion of our cable services to small and medium-sized businesses and other service enhancement initiatives.

Cable Segment Selling, General and Administrative Expenses

 

    Three Months Ended
March 31
   Increase/(Decrease)  
(in millions)       2010            2009            $             %      

Customer service

  $ 449    $ 474    $ (25   (5.2 )% 

Marketing

    429      370      59     16.1  

Administrative and other

    758      762      (4   (0.8

Total selling, general and administrative expenses(a)

  $ 1,636    $ 1,606    $ 30     1.8 

 

(a)

Reclassifications have been made to the prior year’s amount to conform to classifications used in 2010.

 

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Customer service expenses decreased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to decreases in customer activity levels. Marketing expenses increased during the three months ended March 31, 2010 compared to the same period in 2009 primarily due to an increase in direct sales efforts and additional marketing costs associated with attracting and retaining customers, including the launch of our XFINITY campaign.

Programming Segment Results of Operations

 

   

Three Months Ended

March 31

   Increase/(Decrease)  
(in millions)       2010            2009            $            %      

Revenue

  $ 385    $ 361    $ 24    6.7

Operating, selling, general and administrative

    264      249      15    6.0  

Operating income before depreciation and amortization

  $ 121    $ 112    $ 9    8.5

Programming Segment Revenue

Programming revenue increased during the three months ended March 31, 2010 compared to same period in 2009 primarily due to growth in programming license fee revenue and advertising revenue. For both the three months ended March 31, 2010 and 2009, advertising accounted for approximately 40% of total Programming revenue. For both the three months ended March 31, 2010 and 2009, approximately 13% of our Programming revenue was generated from our Cable segment. These amounts are eliminated in our consolidated financial statements but are included in the amounts presented above.

Consolidated Other Income (Expense) Items

 

   

Three Months Ended

March 31

 
(in millions)       2010             2009      

Interest expense

  $ (524   $ (570

Investment income (loss), net

    101       13  

Equity in net (losses) income of affiliates, net

    (32     (14

Other income (expense)

    (10     (1

Total

  $ (465   $ (572

Interest Expense

The decrease in interest expense for the three months ended March 31, 2010 compared to the same period in 2009 was due to the decrease in our average debt outstanding and decreases in interest rates on debt subject to variable interest rate swap agreements.

Investment Income (Loss), Net

The components of investment income (loss), net for the three months ended March 31, 2010 and 2009 are presented in a table in Note 5 to our condensed consolidated financial statements.

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2010 includes approximately $13 million of costs associated with the financing of the NBC Universal transaction.

Income Tax Expense

Income tax expense for the three months ended March 31, 2010 and 2009 reflects an effective income tax rate that differs from the federal statutory rate primarily due to state income taxes and interest on uncertain tax positions. Income tax expense for the three months ended March 31, 2009 was reduced by approximately $48 million related to accrued interest associated with the settlement of an uncertain tax position. We expect our 2010 annual effective tax rate to be approximately 40%.

 

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Liquidity and Capital Resources

Our businesses generate significant cash flows from operating activities. We believe that we will be able to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities, existing cash, cash equivalents and investments, available borrowings under our existing credit facilities, and our ability to obtain future external financing.

We anticipate that we will continue to use a substantial portion of our cash flows to fund our capital expenditures, to invest in business opportunities, to meet our debt repayment obligations and to return capital to shareholders.

Operating Activities

Components of Net Cash Provided by Operating Activities

 

   

Three Months Ended

March 31

 
(in millions)       2010             2009      

Operating income

  $ 1,935     $ 1,811  

Depreciation and amortization

    1,630       1,633  

Operating income before depreciation and amortization

    3,565       3,444  

Noncash share-based compensation expense

    82       54  

Changes in operating assets and liabilities

    (107     (188

Cash basis operating income

    3,540       3,310  

Payments of interest

    (615     (664

Payments of income taxes

    (46     (161

Proceeds from interest, dividends and other nonoperating items

    24       27  

Net cash provided by operating activities

  $ 2,903     $ 2,512  

The decrease in interest payments during the three months ended March 31, 2010 compared to the same period in 2009 was primarily due to the effects of our debt repayments and decreases in interest rates on debt subject to variable interest rate swap agreements.

The decrease in income tax payments during the three months ended March 31, 2010 compared to the same period in 2009 was primarily due to a $140 million tax payment made in 2009 that related to 2008. During the three months ended March 31, 2010, we made a tax payment of $25 million that related to 2009.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2010 consists primarily of cash paid for capital expenditures of $925 million, cash paid for intangible assets of $117 million and acquisitions of $172 million. Capital expenditures have been our most significant recurring investing activity and we expect that this will continue in the future.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2010 consists primarily of proceeds from borrowings of $2.4 billion, partially offset by debt repurchases and repayments of $612 million, repurchases of our Class A Special common stock of $300 million and dividend payments of $268 million.

We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases of our outstanding public notes and debentures, depending on various factors, such as market conditions.

Available Borrowings Under Credit Facilities

We traditionally maintain significant availability under our lines of credit and our commercial paper program to meet our short-term liquidity requirements. As of March 31, 2010, amounts available under all of our credit facilities totaled approximately $6.4 billion.

 

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Share Repurchases and Dividends

During the three months ended March 31, 2010, we repurchased approximately 19.2 million shares of our Class A Special common stock under our share repurchase authorization for $300 million. As of March 31, 2010, we had approximately $3.0 billion of availability remaining under our share repurchase authorization. We intend to complete repurchases under the current share repurchase authorization by the end of 2012, subject to market conditions.

In February 2010, our Board of Directors approved a quarterly dividend of $0.0945 per share as part of our planned annual dividend of $0.378 per share. Approximately $267 million of dividends declared were paid in April 2010. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors.

Critical Accounting Judgments and Estimates

The preparation of our condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe our judgments and related estimates associated with the valuation and impairment testing of our cable franchise rights and the accounting for income taxes are critical in the preparation of our condensed consolidated financial statements.

For a full discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our 2009 Annual Report on Form 10-K.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have evaluated the information required under this item that was disclosed in our 2009 Annual Report on Form 10-K and believe there have been no significant changes to this information.

ITEM 4: CONTROLS AND PROCEDURES

Conclusions regarding disclosure controls and procedures

Our principal executive and principal financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, our disclosure controls and procedures were effective.

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 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

Refer to Note 12 to our condensed consolidated financial statements of this Quarterly Report on Form 10-Q for a discussion of recent developments related to our legal proceedings.

 

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ITEM 1A: RISK FACTORS

There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2009 Annual Report on Form 10-K.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below summarizes our repurchases under our existing share repurchase authorization during the three months ended March 31, 2010.

Purchases of Equity Securities

 

Period   Total
Number
of Shares
Purchased
   Average Price
Per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced
Authorization
  

Total Dollar
Amount
Purchased

Under
the Authorization

   Maximum Dollar Value
of Shares That May Yet
Be Purchased Under
the Authorization(a)

January 1-31, 2010

     $       $    $ 3,340,975,279

February 1-28, 2010

  9,709,681    $ 15.45    9,709,681    $ 150,000,000    $ 3,190,975,279

March 1-31, 2010

  9,484,912    $ 15.81    9,484,912    $ 150,000,000    $ 3,040,975,279

Total

  19,194,593    $ 15.63    19,194,593    $ 300,000,000    $ 3,040,975,279

 

(a)

In 2007, our Board of Directors authorized a $7 billion addition to the existing share repurchase authorization. Under this authorization, we may repurchase shares in the open market or in private transactions, subject to market conditions. The current share repurchase authorization does not have an expiration date. As of March 31, 2010, we had approximately $3.0 billion of availability remaining under our share repurchase authorization. We intend to complete repurchases under the current share repurchase authorization by the end of 2012, subject to market conditions.

The total number of shares purchased during the three months ended March 31, 2010 does not include any shares received in the administration of employee share-based compensation plans.

ITEM 6: EXHIBITS

 

Exhibit No.   Description
31  

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32  

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.1*  

Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective February 22, 2010.

10.2*  

Comcast Corporation Retirement-Investment Plan, as amended and restated effective January 1, 2010.

10.3*  

Amendment No. 1 to Employment Agreement between Comcast Corporation and Arthur R. Block, dated as of January 26, 2010 (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2009).

10.4*  

Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan.

101  

The following financial statements from Comcast Corporation’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed with the Securities and Exchange Commission on April 28, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Operations; (iii) the Condensed Consolidated Statement of Cash Flows; (iv) the Condensed Consolidated Statement of Changes in Equity; (v) the Condensed Consolidated Statement of Comprehensive Income and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

 

*

Constitutes a management contract or compensatory plan or arrangement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

COMCAST CORPORATION

/s/ LAWRENCE J. SALVA

Lawrence J. Salva

Senior Vice President, Chief Accounting Officer

and Controller

(Principal Accounting Officer)

Date: April 28, 2010

 

31

2002 Restricted Stock Plan, as amended and restated effective Feb 22, 2010

Exhibit 10.1

COMCAST CORPORATION

2002 RESTRICTED STOCK PLAN

(As Amended And Restated, Effective February 22, 2010)

1. BACKGROUND AND PURPOSE

(a) Amendment and Restatement of Plan. COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast Corporation 2002 Restricted Stock Plan (the “Plan”), effective February 22, 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 awards for continued employment and the attainment of performance objectives.

(b) Purpose of the Amendment; Credits Affected. The Plan was previously amended and restated, effective January 1, 2005 in order (i) to preserve the favorable tax treatment available to amounts deferred pursuant to the Plan before January 1, 2005 and the earnings credited in respect of such amounts (each a “Grandfathered Amount”) in light of the enactment of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as part of the American Jobs Creation Act of 2004, and the issuance of various Notices, Announcements, Proposed Regulations and Final Regulations thereunder (collectively, “Section 409A”), and (ii) with respect to all other amounts eligible to be deferred under the Plan, to comply with the requirements of Section 409A. Except as provided in Paragraph 2(ee) or Paragraph 8(i)(iii) of the Plan, Grandfathered Amounts will continue to be subject to the terms and conditions of the Plan as in effect prior to January 1, 2005. All amounts eligible to be deferred under the Plan other than Grandfathered Amounts will be subject to the terms of this amendment and restatement of the Plan and Section 409A.

(c) Reservation of Right to Amend to Comply with Section 409A. In addition to the powers reserved to the Board and the Committee under Paragraph 14 of the Plan, the Board and the Committee reserve the right to amend the Plan, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of the Section 409A.

(d) Deferral Provisions of Plan Unfunded and Limited to Select Group of Management or Highly Compensated Employees. Deferral Eligible Grantees and Non-Employee Directors may elect to defer the receipt of Restricted Stock and Restricted Stock Units as provided in Paragraph 8. The deferral provisions of Paragraph 8 and the other provisions of the Plan relating to the deferral of Restricted Stock and Restricted Stock Units are unfunded and maintained primarily for the purpose of providing a select group of management or highly compensated employees the opportunity to defer the receipt of compensation otherwise payable to such eligible employees in accordance with the terms of the Plan.


2. DEFINITIONS

(a) “Acceleration Election” means a written election on a form provided by the Committee, pursuant to which a Deceased Grantee’s Successor-in-Interest or a Disabled Grantee elects to accelerate the distribution date of Shares issuable with respect to Restricted Stock and/or Restricted Stock Units.

(b) “Account” means unfunded bookkeeping accounts established pursuant to Paragraph 8(h) and maintained by the 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 of Deferred Stock Units with respect to which a Diversification Election has been made and interest thereon are deemed credited, reduced by distributions in accordance with the Plan.

(c) “Active Grantee” means each Grantee who is actively employed by a Participating Company.

(d) “Affiliate” means, with respect to any Person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control,” including its correlative terms “controlled by” and “under common control with,” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(e) “Annual Rate of Pay” means, as of any date, an employee’s annualized base pay rate. An employee’s Annual Rate of Pay shall not include sales commissions or other similar payments or awards.

(f) “Applicable Interest Rate” means:

 

  (i) Except as otherwise provided in Paragraph 2(f)(ii),

 

  (A) the Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to Diversification Elections and Special Diversification Elections made before January 1, 2010 shall be the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to 8% per annum, compounded annually, or such other interest rate established by the Committee from time to time, provided that

 

  (B)

the Applicable Interest Rate with respect to amounts credited to the Income Fund that are attributable to Diversification Elections and Special Diversification

 

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  Elections made after December 31, 2009 shall be the “Applicable Interest Rate” under the Comcast Corporation 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 30th day following the date of the Committee’s action to establish a reduced rate; or (B) the lapse of 24 full calendar months from the date of the most recent adjustment of the Applicable Interest Rate by the Committee.

 

  (ii) Effective for the period extending from a Grantee’s employment termination date to the date the Grantee’s Account is distributed in full, the Committee, in its sole and absolute discretion, may designate the term “Applicable Interest Rate” for such Grantee’s Account to mean the lesser of: (A) the rate in effect under Paragraph 2(f)(i) or (B) the interest rate that, when compounded annually pursuant to rules established by the Committee from time to time, is mathematically equivalent to the Prime Rate plus one percent, compounded annually as of the last day of the calendar year. Notwithstanding the foregoing, the Committee may delegate its authority to determine the Applicable Interest Rate under this Paragraph 2(f)(ii) to an officer of the Company or committee of two or more officers of the Company.

(g) “AT&T Broadband Transaction” means the acquisition of AT&T Broadband Corp. (now known as Comcast Cable Communications, LLC) by the Company.

(h) “Award” means an award of Restricted Stock or Restricted Stock Units granted under the Plan.

(i) “Board” means the Board of Directors of the Company.

(j) “Change of Control” means:

 

  (i) For all purposes of the Plan other than Paragraph 8, any transaction or series of transactions as a result of which any Person who was a Third Party immediately before such transaction or series of transactions owns then-outstanding securities of the Company such that such Person has the ability to direct the management of the Company, as determined by the Board in its discretion. The Board may also determine that a Change of Control shall occur upon the completion of one or more proposed transactions. The Board’s determination shall be final and binding.

 

  (ii) For purposes of Paragraph 8, any transaction or series of transactions that constitutes a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A.

 

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(k) “Code” means the Internal Revenue Code of 1986, as amended.

(l) “Comcast Plan” means any restricted stock, restricted stock unit, stock bonus, stock option or other compensation plan, program or arrangement established or maintained by the Company or an Affiliate, including but not limited to this Plan, the Comcast Corporation 2003 Stock Option Plan, the Comcast Corporation 2002 Stock Option Plan, the Comcast Corporation 1996 Stock Option Plan, Comcast Corporation 1987 Stock Option Plan and the Comcast Corporation 2002 Deferred Stock Option Plan.

(m) “Committee” means the Compensation Committee of the Board.

(n) “Common Stock” means Class A Common Stock, par value $0.01, of the Company.

(o) “Company” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

(p) “Company Stock Fund” means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted 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 continues to be deemed credited in the form of Deferred Stock Units through such December 31).

(q) “Date of Grant” means the date on which an Award is granted.

(r) “Deceased Grantee” means:

 

  (i) A Grantee whose employment by a Participating Company is terminated by death; or

 

  (ii) A Grantee who dies following termination of employment by a Participating Company.

 

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(s) “Deferral Eligible Employee” means:

 

  (i) An Eligible Employee whose Annual Rate of Pay is $200,000 or more as of both: (A) the date on which an Initial Election is filed with the Committee; and (B) the first day of the calendar year in which such Initial Election filed.

 

  (ii) An Eligible Employee whose Annual Rate of Pay is $125,000 as of each of: (A) June 30, 2002; (B) the date on which an Initial Election is filed with the Committee; and (C) the first day of each calendar year beginning after December 31, 2002.

 

  (iii) Each New Key Employee.

 

  (iv) Each other employee of a Participating Company who is designated by the Committee, in its sole and absolute discretion, as a Deferral Eligible Employee.

(t) “Deferred Stock Units” means the number of hypothetical Shares subject to an Election.

(u) “Disability” means:

 

  (i) A Grantee’s substantially inability to perform the Grantee’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of twelve (12) consecutive months or for a cumulative period of fifty-two (52) weeks in any twenty-four (24) consecutive-month period; or

 

  (ii) If more favorable to the Grantee, “Disability” as it may be defined in such Grantee’s employment agreement between the Grantee and the Company or an Affiliate, if any.

(v) “Disabled Grantee” means:

 

  (i) A Grantee whose employment by a Participating Company is terminated by reason of Disability;

 

  (ii) The duly-appointed legal guardian of an individual described in Paragraph 2(v)(i) acting on behalf of such individual.

(w) “Diversification Election” means a Grantee’s election to have a portion of the Grantee’s Account credited in the form of Deferred Stock Units and attributable to any grant of Restricted Stock or Restricted Stock Units deemed liquidated and credited thereafter under the Income Fund, as provided in Paragraph 8(k).

(x) “Election” means, as applicable, an Initial Election, a Subsequent Election, or an Acceleration Election.

 

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(y) “Eligible Employee” 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 the date of determination, or if such date is not a trading day, the next trading date.

 

  (ii) If Shares are not so listed, but trades of Shares are reported on the Nasdaq National Market, Fair Market Value shall be determined based on the last quoted sale price of a Share on the Nasdaq National Market on the date of determination, or if such date is not a trading day, the next trading date.

 

  (iii) If Shares are not so listed nor trades of Shares so reported, Fair Market Value shall be determined by the Committee in good faith.

(aa) “Family Member” has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto.

(bb) “Grandfathered Amount” means amounts described in Paragraph 1(b) that were deferred under the Plan and that were earned and vested before January 1, 2005.

(cc) “Grantee” means an Eligible Employee or Non-Employee Director who is granted an Award.

(dd) “Hardship” means an “unforeseeable emergency,” as defined in Section 409A. The Committee shall determine whether the circumstances of the Grantee constitute an unforeseeable emergency and thus a Hardship within the meaning of this Paragraph 2(dd). Following a uniform procedure, the Committee’s determination shall consider any facts or conditions deemed necessary or advisable by the Committee, and the Grantee shall be required to submit any evidence of the Grantee’s circumstances that the Committee requires. The determination as to whether the Grantee’s circumstances are a case of Hardship shall be based on the facts of each case; provided however, that all determinations as to Hardship shall be uniformly and consistently made according to the provisions of this Paragraph 2(dd) for all Grantees in similar circumstances.

(ee) “Income Fund” means a hypothetical investment fund pursuant to which an amount equal to the Fair Market Value of Deferred Stock Units subject to a Diversification Election is credited as of the effective date of such Diversification Election and as to which interest is credited thereafter until the date of distribution at the Applicable Interest Rate. In addition, the Income Fund shall also be deemed to hold dividend equivalents and earnings on dividend equivalents credited to a Grantee’s Account as described in Section 2(b) and Section 2(p). Except as otherwise provided in

 

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Paragraph 8(l), and notwithstanding any other provision of the Plan to the contrary, for purposes 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 Election” means a written election on a form provided by the Committee, pursuant to which a Grantee: (i) elects, within the time or times specified in Paragraph 8(a), to defer the distribution date of Shares issuable with respect to Restricted Stock or Restricted Stock Units; and (ii) designates the distribution date of such Shares.

(gg) “New Key Employee” means each employee of a Participating Company who: (i) becomes an employee of a Participating Company and has an Annual Rate of Pay of $200,000 or more as of his employment commencement date; or (ii) has an Annual Rate of Pay that is increased to $200,000 or more and who, immediately preceding such increase, was not a Deferral Eligible Employee.

(hh) “Non-Employee Director” means an individual who is a member of the Board, and who is not an employee of the Company, including an individual who is a member of the Board and who previously was an employee of the Company.

(ii) “Normal Retirement” means a Grantee’s termination of employment that is treated by the Participating Company as a retirement under its employment policies and practices as in effect from time to time.

(jj) “Other Available Shares” means, as of any date, the sum of:

 

  (i) The total number of Shares owned by a Grantee or such Grantee’s Family Member that were not acquired by such Grantee or such Grantee’s Family Member pursuant to a Comcast Plan or otherwise in connection with the performance of services to the Company or an Affiliate; plus

 

  (ii) The excess, if any of:

 

  (A) The total number of Shares owned by a Grantee or such Grantee’s Family Member other than the Shares described in Paragraph 2(jj)(i); over

 

  (B) The sum of:

(1) The number of such Shares owned by such Grantee or such Grantee’s Family Member for less than six months; plus

(2) The number of such Shares owned by such Grantee or such Grantee’s Family Member that has, within the preceding six months, been the subject of a withholding certification pursuant to Paragraph 9(c)(ii) or any similar withholding certification under any other Comcast Plan; plus

 

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(3) The number of such Shares owned by such Grantee or such Grantee’s Family Member that has, within the preceding 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, but only to the extent of the number of Shares surrendered or attested to; plus

(4) The number of such Shares owned by such Grantee or such Grantee’s Family Member as to which evidence of ownership has, within the preceding six months, been provided to the Company in connection with the crediting of “Deferred Stock Units” to such Grantee’s Account under the Comcast Corporation 2002 Deferred Stock Option Plan (as in effect from time to time).

For purposes of this Paragraph 2(jj), a Share that is subject to an Election pursuant to Paragraph 8 or a deferral election pursuant to another Comcast Plan shall not be treated as owned by a Grantee until all conditions to the delivery of such Share have lapsed. The number of Other Available Shares shall be determined separately for Common Stock and Special Common Stock, provided that Shares of Common Stock or Special Common Stock that otherwise qualify as “Other Available Shares” under this Paragraph 2(jj), or any combination thereof, shall be permitted to support any attestation to ownership referenced in the Plan for any purpose for which attestation may be necessary or appropriate. For purposes of determining the number of Other Available Shares, the term “Shares” shall also include the securities held by a Grantee or such Grantee’s Family Member immediately before the consummation of the AT&T Broadband Transaction that became Shares as a result of the AT&T Broadband Transaction.

(kk) “Participating Company” means the Company and each of the Subsidiary Companies.

(ll) “Performance-Based Compensation” means “Performance-Based Compensation” within the meaning of Section 409A.

(mm) “Performance Period” means a period of at least 12 months during which a Grantee may earn Performance-Based Compensation.

(nn) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.

(oo) “Plan” means the Comcast Corporation 2002 Restricted Stock Plan, as set forth herein, and as amended from time to time.

 

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(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 mathematically equivalent to the prime rate of interest (compounded annually) as published in the Eastern Edition of The Wall Street Journal on the last business day preceding the first day of such calendar year, and as adjusted as of the last business day preceding the first day of each calendar year beginning thereafter.

(qq) “Restricted Stock” means Shares subject to restrictions as set forth in an Award.

(rr) “Restricted Stock Unit” means a unit that entitles the Grantee, upon the Vesting Date set forth in an Award, to receive one Share.

(ss) “Retired Grantee” means a Grantee who has terminated employment pursuant to a Normal Retirement.

(tt) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.

(uu) “Section 16(b) Officer” means an officer of the Company who is subject to the short-swing profit recapture rules of section 16(b) of the 1934 Act.

(vv) “Share” or “Shares” means:

 

  (i) except as provided in Paragraph 2(vv)(ii), a share or shares of Common Stock.

 

  (ii) with respect to Awards granted before the consummation of the AT&T Broadband Transaction as to which a Vesting Date has not occurred, and for purposes of Paragraphs 2(jj) and 9(c), the term “Share” or “Shares” also means a share or shares of Special Common Stock.

(ww) “Special Common Stock” means Class A Special Common Stock, par value $0.01, of the Company.

(xx) “Special Diversification Election” means, with respect to each separate Award, a Diversification Election by a Grantee other than a Non-Employee Director to have more than 40 percent of the Deferred Stock Units credited to such Grantee’s Account in the Company Stock Fund liquidated and credited thereafter under the Income Fund, as provided in Paragraph 8(k)(i), if (and to the extent that) it is approved by the Committee or its delegate in accordance with Paragraph 8(k)(ii).

(yy) “Subsequent Election” means a written election on a form provided by the Committee, filed with the Committee in accordance with Paragraph 8(d), pursuant to which a Grantee: (i) elects, within the time or times specified in Paragraph 8(d), to further defer the distribution date of Shares issuable with respect to Restricted Stock or Restricted Stock Units; and (ii) designates the distribution date of such Shares.

 

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(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 have passed by will or the laws of descent and distribution.

(bbb) “Terminating Event” means any of the following events:

 

  (i) the liquidation of the Company; or

 

  (ii) a Change of Control.

(ccc) “Third Party” means any Person, together with such Person’s Affiliates, provided that the term “Third Party” shall not include the Company or an Affiliate of the Company.

(ddd) “Vesting Date” means, as applicable: (i) the date on which the restrictions imposed on a Share of Restricted Stock lapse or (ii) the date on which the Grantee vests in a Restricted Stock Unit.

(eee) “1933 Act” means the Securities Act of 1933, as amended.

(fff) “1934 Act” means the Securities Exchange Act of 1934, as amended.

3. RIGHTS TO BE GRANTED

Rights that may be granted under the Plan are:

(a) Rights to Restricted Stock which gives the Grantee ownership rights in the Shares subject to the Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7, and to deferred payment, as set forth in Paragraph 8; and

(b) Rights to Restricted Stock Units which give the Grantee the right to receive Shares upon a Vesting Date, as set forth in Paragraph 7, and to deferred payment, as set forth in Paragraph 8. The maximum number of Shares subject to Awards that may be granted to any single individual in any calendar year, adjusted as provided in Paragraph 10, shall be 2.0 million Shares.

4. SHARES SUBJECT TO THE PLAN

(a) Subject to adjustment as provided in Paragraph 10, not more than 74 million Shares in the aggregate may be issued under the Plan pursuant to the grant of Awards. The Shares issued under the Plan may, at the Company’s option, be either Shares held in treasury or Shares originally issued for such purpose.

 

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(b) If (i) Restricted Stock or Restricted Stock Units are forfeited pursuant to the terms of an Award or (ii) with respect to Restricted Stock Units, the Company withholds Shares to satisfy its minimum tax withholding requirements as provided in Paragraph 9(c), other Awards may be granted covering the Shares that were forfeited, or covering the Shares so withheld to satisfy the Company’s minimum tax withholding requirements, as applicable.

5. ADMINISTRATION OF THE PLAN

(a) Administration. The Plan shall be administered by the Committee, provided that with respect to Awards to Non-Employee Directors, the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 to the Committee shall be treated as references to either the Board or the Committee acting alone.

(b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to:

 

  (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 be granted pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur; and

 

  (ii) interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan.

The determination of the Committee in all matters as stated above shall be conclusive.

(c) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.

(d) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute.

(e) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by

 

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applicable law and the Company’ s Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding.

(f) Delegation of Authority.

 

  (i) Named Executive Officers and Section 16(b) Officers. All authority with respect to the grant, amendment, interpretation and administration of grants and awards of restricted stock and restricted stock units with respect to any Eligible Employee who is either (x) a Named Executive Officer (i.e., an officer who is required to be listed in the Company’s Proxy Statement Compensation Table) or (y) is a Section 16(b) Officer, is reserved to the Committee.

 

  (ii) Senior Officers and Highly Compensated Employees. The Committee may delegate to a committee consisting of the Chairman of the Committee and one or more officers of the Company designated by the Committee, discretion under the Plan to grant, amend, interpret and administer grants of Restricted Stock and Restricted Stock Units with respect to any Eligible Employee who (x) holds a position with Comcast Corporation of Senior Vice President or a position of higher rank than Senior Vice President or (y) has a base salary of $500,000 or more.

 

  (iii) Other Employees. The Committee may delegate to an officer of the Company, or a committee of two or more officers of the Company, discretion under the Plan to grant, amend, interpret and administer grants of Restricted Stock and Restricted Stock Units with respect to any Eligible Employee other than an Eligible Employee described in Paragraph 5(f)(i) or Paragraph 5(f)(ii).

 

  (iv) Special Diversification Elections. Notwithstanding Paragraph 5(f)(i) or Paragraph 5(f)(ii), the Committee may delegate to an officer of the Company, or a committee of two or more officers of the Company, discretion under the Plan to authorize Special Diversification Elections made after December 31, 2009.

(g) Termination of Delegation of Authority. Any delegation of authority described in Paragraph 5(f) shall continue in effect until the earliest of:

 

  (i) such time as the Committee shall, in its discretion, revoke such delegation of authority;

 

  (ii)

in the case of delegation under Paragraph 5(f)(ii), the delegate shall cease to serve as Chairman of the Committee or serve as an

 

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  employee of the Company for any reason, as the case may be and in the case of delegation under Paragraph 5(f)(iii), the delegate shall cease to serve as an employee of the Company for any reason; or

 

  (iii) the delegate shall notify the Committee that he declines to continue to exercise such authority.

6. ELIGIBILITY

Awards may be granted only to Eligible Employees and 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 Non-Employee Directors authorized by the Comcast Corporation 2002 Non-Employee Director Compensation Plan, or otherwise. With respect to Awards to Non-Employee Directors, the rules of this Paragraph 7 shall apply so that either the Board or the Committee acting alone shall have all of the authority otherwise reserved in this Paragraph 7 to the Committee.

The terms and conditions of Awards shall be set forth in writing as determined from time to time by the Committee, consistent, however, with the following:

(a) Time of Grant. All Awards shall be granted on or before May 12, 2019.

(b) Terms of Awards. The provisions of Awards need not be the same with respect to each Grantee. No cash or other consideration shall be required to be paid by the Grantee in exchange for an Award.

(c) Awards and Agreements. Each Grantee shall be provided with an agreement specifying the terms of an Award. In addition, a certificate shall be issued to each Grantee in respect of Restricted Stock subject to an Award. Such certificate shall be registered in the name of the Grantee and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The Company may require that the certificate evidencing such Restricted Stock be held by the Company until all restrictions on such Restricted Stock have lapsed.

(d) Restrictions. Subject to the provisions of the Plan and the Award, the Committee may establish a period commencing with the Date of Grant during which the Grantee shall not be permitted to sell, transfer, pledge or assign Restricted Stock or Restricted Stock Units awarded under the Plan.

(e) Vesting/Lapse of Restrictions. Subject to the provisions of the Plan and the Award, a Vesting Date for Restricted Stock or Restricted Stock Units subject to an Award shall occur at such time or times and on such terms and conditions as the Committee may determine and as are set forth in the Award; provided, however, that except as otherwise provided by the Committee, a Vesting Date shall occur only if the

 

-13-


Grantee is an employee of a Participating Company as of such Vesting Date, and has been an employee of a Participating Company continuously from the Date of Grant. The Award may provide for Restricted Stock or Restricted Stock Units to vest in installments, as determined by the Committee. The Committee may, in its sole discretion, waive, in whole or in part, any remaining conditions to vesting with respect to such Grantee’s Restricted Stock or Restricted Stock Units, provided that for avoidance of doubt, such unilateral discretion shall not apply to any grant of rights that is designated as intended to satisfy the rules for performance-based compensation under section 162(m) of the Code. All references to Shares in Awards granted before the consummation of the AT&T Broadband Transaction as to which a Vesting Date has not occurred shall be deemed to be references to Special Common Stock.

(f) Rights of 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 to such Shares. A Grantee whose Award consists of Restricted Stock Units shall not have the right to vote or to receive dividend equivalents with respect to such Restricted Stock Units.

(g) Termination of Grantee’s Employment. A transfer of an Eligible Employee between two employers, each of which is a Participating Company, shall not be deemed a termination of employment. In the event that a Grantee terminates employment with all Participating Companies, all Restricted Shares and/or Restricted Stock Units as to which a Vesting Date has not occurred shall be forfeited by the Grantee and deemed canceled by the Company.

(h) Delivery of Shares. For purposes of the Plan, the Company may satisfy its obligation to deliver Shares issuable under the Plan either by (i) delivery of a physical certificate for Shares issuable under the Plan or (ii) arranging for the recording of Grantee’s ownership of Shares issuable under the Plan on a book entry recordkeeping system maintained on behalf of the Company. Except as otherwise provided by Paragraph 8, when a Vesting Date occurs with respect to all or a portion of an Award of Restricted Stock or Restricted Stock Units, the Company shall notify the Grantee that a Vesting Date has occurred, and shall deliver to the Grantee (or the Grantee’s Successor-in-Interest) Shares as to which a Vesting Date has occurred (or in the case of Restricted Stock Units, the number of Shares represented by such Restricted Stock Units) without any legend or restrictions (except those that may be imposed by the Committee, in its sole judgment, under Paragraph 9(a)). The right to payment of any fractional Shares that may have accrued shall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a Share at the Vesting Date, as determined by the Committee.

8. DEFERRAL ELECTIONS

A Grantee may elect to defer the receipt of Shares that would otherwise be issuable with respect to Restricted Stock or Restricted Stock Units as to which a Vesting

 

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Date has occurred, as provided by the Committee in the Award, consistent, however, with the following:

(a) Initial Election.

 

  (i) Election. Each Grantee who is a Non-Employee Director or a Deferral Eligible Employee shall have the right to defer the receipt of some or all of the Shares issuable with respect to Restricted Stock or Restricted Stock Units as to which a Vesting Date has not yet occurred, by filing an Initial Election to defer the receipt of such Shares on a form provided by the Committee for this purpose.

 

  (ii)

Deadline for Initial Election. No Initial Election to defer the receipt of Shares issuable with respect to Restricted Stock or Restricted Stock Units that are not Performance-Based Compensation shall be effective unless it is filed with the Committee on or before the 30th day following the Date of Grant and 12 or more months in advance of the applicable Vesting Date. No Initial Election to defer the receipt of Shares issuable with respect to Restricted Stock or Restricted Stock Units that are Performance-Based Compensation shall be effective unless it is filed with the Administrator at least six months before the end of the Performance Period during which such Performance-Based Compensation may be earned.

(b) Effect of Failure of Vesting Date to Occur. An Election shall be null and void if a Vesting Date with respect to the Restricted Stock or Restricted Stock Units does not occur before the distribution date for Shares issuable with respect to such Restricted Stock or Restricted Stock Units identified in such Election.

(c) Deferral Period. Except as otherwise provided in Paragraph 8(d), all Shares issuable with respect to Restricted Stock or Restricted Stock Units that are subject to an Election shall be delivered to the Grantee (or the Grantee’s Successor-in-Interest) without any legend or restrictions (except those that may be imposed by the Committee, in its sole judgment, under Paragraph 9(a)), on the distribution date for such Shares designated by the Grantee on the most recently filed Election. Subject to acceleration or deferral pursuant to Paragraph 8(d) or Paragraph 11, no distribution may be made earlier than January 2nd of the third calendar year beginning after the Vesting Date, nor later than January 2nd of the eleventh calendar year beginning after the Vesting Date. The distribution date may vary with each separate Election.

(d) Additional Elections. Notwithstanding anything in this Paragraph 8(d) to the contrary, no Subsequent Election shall be effective until 12 months after the date on which such Subsequent Election is made.

 

  (i)

Each Active Grantee who has previously made an Initial Election to receive a distribution of part or all of his or her Account, or who,

 

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  pursuant to this Paragraph 8(d)(i) has made a Subsequent Election to defer the distribution date for Shares issuable with respect to Restricted Stock or Restricted Stock Units for an additional period from the originally-elected distribution date, may elect to defer the distribution date for a minimum of five and a maximum of ten additional years from the previously-elected distribution date, by filing a Subsequent Election with the Committee on or before the close of business at least one year before the date on which the distribution would otherwise be made.

 

  (ii) A Deceased Grantee’s Successor-in-Interest may elect to: (A) file a Subsequent Election to defer the distribution date for the Deceased Grantee’s Shares issuable with respect to Restricted Stock or Restricted Stock Units for five additional years from the date payment would otherwise be made; or (B) file an Acceleration Election to accelerate the distribution date for the Deceased Grantee’s Shares issuable with respect to Restricted Stock or Restricted Stock Units from the date payment would otherwise be made to a date that is as soon as practicable following the Deceased Grantee’s death. A Subsequent Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Deceased Grantee’s last Election. An Acceleration Election pursuant to this Paragraph 8(d)(ii) must be filed with the Committee as soon as practicable following the Deceased Grantee’s death, as determined by the Committee.

 

  (iii) A Disabled Grantee may elect to accelerate the distribution date of the Disabled Grantee’s Shares issuable with respect to Restricted Stock or Restricted Stock Units from the date payment would otherwise be made to a date that is as soon as practicable following the date the Disabled Grantee became disabled. An Acceleration Election pursuant to this Paragraph 8(d)(iii) must be filed with the Committee as soon as practicable following the Deceased Grantee’s death, as determined by the Committee.

 

  (iv) A Retired Grantee may elect to defer the distribution date of the Retired Grantee’s Shares issuable with respect to Restricted Stock or Restricted Stock Units for five additional years from the date payment would otherwise be made. A Subsequent Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made, as reflected on the Retired Grantee’s last Election.

(e) Discretion to Provide for Distribution in Full Upon or Following a Change of Control. To the extent permitted by Section 409A, in connection with a Change of Control, and for the 12-month period following a Change of Control, the Committee may

 

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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 Subsequent Election, distribute the Account of each Grantee in full and thereby effect the revocation of any outstanding Initial Elections or Subsequent Elections.

(f) Hardship. Notwithstanding the terms of an Initial Election or Subsequent Election, if, at the Grantee’s request, the Committee determines that the Grantee has incurred a Hardship, the Committee may, in its discretion, authorize the immediate distribution of all or any portion of the Grantee’s Account.

(g) Other Acceleration Events. To the extent permitted by Section 409A, notwithstanding the terms of an Initial Election or Subsequent Election, distribution of all or part of a Grantee’s Account may be made:

 

  (i) To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) to the extent permitted by Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor provision of law).

 

  (ii) To the extent necessary to comply with laws relating to avoidance of conflicts of interest, as provided in Treasury Regulation section 1.409A-3(j)(4)(iii) (or any successor provision of law).

 

  (iii) To pay employment taxes to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vi) (or any successor provision of law).

 

  (iv) In connection with the recognition of income as the result of a failure to comply with Section 409A, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any successor provision of law).

 

  (v) 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).

 

  (vi) In satisfaction of a debt of a Grantee to a Participating Company where such debt is incurred in the ordinary course of the service relationship between the Grantee and the Participating Company, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision of law).

 

  (vii) In connection with a bona fide dispute as to a Grantee’s right to payment, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of law).

(h) Book Accounts. An Account shall be established for each Grantee who makes an Election. Deferred Stock Units shall be credited to the Account as of the date

 

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an Election becomes effective. Each Deferred Stock Unit will represent, as applicable, either a hypothetical share of Common Stock or 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 further provided in Paragraph 8(k).

(i) Plan-to-Plan Transfers. The Administrator may delegate its authority to arrange for plan-to-plan transfers as described in this Paragraph 8(i) to an officer of the Company or committee of two or more officers of the Company.

 

  (i) The Administrator may, with a Grantee’s consent, make such arrangements as it may deem appropriate to transfer the Company’s obligation to pay benefits with respect to such Grantee which have not become payable under this Plan, to another employer, whether through a deferred compensation plan, program or arrangement sponsored by such other employer or otherwise, or to another deferred compensation plan, program or arrangement sponsored by the Company or an Affiliate. Following the completion of such transfer, with respect to the benefit transferred, the Grantee shall have no further right to payment under this Plan.

 

  (ii) The Administrator may, with a Grantee’s consent, make such arrangements as it may deem appropriate to assume another employer’s obligation 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 arrangement sponsored by the Company or an Affiliate. Upon the completion of the Plan’s assumption of such payment obligation, the Administrator shall establish an Account for such Grantee, and the Account shall be subject to the rules of this Plan, as in effect from time to time.

 

  (iii)

Pursuant to rules established under Section 409A relating to certain “Transition Elections,” to the extent provided by the Committee or its delegate, a Grantee may, on or before December 31, 2008, (A) with respect to all or any portion of his or her Grandfathered Amount under the Plan as in effect on December 31, 2004 that is scheduled to commence to be distributed under the Plan after December 31, 2008, and (B) with respect to any other amount credited to a Grantee’s Account that is scheduled to commence to be distributed under the Plan after December 31, 2008, make new payment elections as to the form and timing of payment of such amounts as may be permitted under this Plan, provided that (C) commencement of any distribution under such new payment

 

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  election may not occur before January 1, 2009 and (D) with respect to any Grandfathered Amount, following the completion of such new payment election, such amounts shall not be treated as a Grandfathered Amount, but instead shall be treated as a non-Grandfathered Amount, subject to the rules of this Plan.

(j) Crediting of Income, Gains and Losses on Accounts. Except as otherwise provided in Paragraph 8(k), the value of a Grantee’s Account as of any date shall be determined as if it were invested in the Company Stock Fund.

(k) Diversification Elections.

 

  (i) In General. A Diversification Election shall be available: (A) at any time that a Registration Statement filed under the 1933 Act (a “Registration Statement”) is effective with respect to the Plan; and (B) with respect to a Special Diversification Election, if and to the extent that the opportunity to make such a Special Diversification Election has been approved by the Committee or its delegate. No approval is required for a Diversification Election other than a Special Diversification Election.

 

  (ii) Committee Approval of Special Diversification Elections. The opportunity to make a Special Diversification Election and the extent to which a Special Diversification Election applies to Deferred Stock Units credited to the Company Stock Fund may be approved or rejected by the Committee or its delegate in its sole discretion. A Special Diversification Election shall only be effective if (and to the extent) approved by the Committee or its delegate.

 

  (iii) Timing and Manner of Making Diversification Elections. Each Grantee and, in the case of a Deceased Grantee, the Successor-in-Interest, may make a Diversification Election to convert up to 40 percent (or in the case of a Special Diversification Election, up to the approved percentage) of Deferred Stock Units attributable to such Award credited to the Company Stock Fund to the Income Fund. No deemed transfers shall be permitted from the Income Fund to the Company Stock Fund. Diversification Elections under this Paragraph 8(k)(iii) shall be prospectively effective on the later of: (A) the date designated by the Grantee on a Diversification Election filed with the Committee; or (B) the business day next following the lapse of six months from the date Deferred Stock Units subject to the Diversification Election are credited to the Grantee’s Account. In no event may a Diversification Election be effective earlier than the business day next following the lapse of six (6) months from the date Deferred Stock Units are credited to the Account following the lapse of restrictions with respect to an Award.

 

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  (iv) Timing of Credits. Account balances subject to a Diversification Election under this Paragraph 8(k) shall be deemed transferred from the Company Stock Fund to the Income Fund immediately following the effective date of such Diversification Election. The value of amounts deemed invested in the Income Fund immediately following the effective date of a Diversification Election shall be based 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.

(l) Effect of Distributions within Five Years of Effective Date of Diversification Election. If, pursuant to Paragraphs 8(a) through 8(d), Shares distributable with respect to Deferred Stock Units credited to the Company Stock Fund that are attributable to an Award as to which a Diversification Election was made are distributed on or before the fifth anniversary of the effective date of such Diversification Election (and, in the case of a Grantee who is a Successor-in-Interest, whether or not such Diversification Election was made by a Grantee’s predecessor-in-interest), then, except as to the extent such distribution would constitute an impermissible acceleration of the time of payment under Section 409A, or as may otherwise be provided by the Committee or its delegate in its sole and absolute discretion, the following percentage of the Grantee’s Account credited to the Income Fund and attributable to such Diversification Election shall be distributed simultaneously with such Shares, without regard to any election to the contrary:

 

Time that Shares are Distributable

  

Distributable Percentage of

Corresponding Income Fund Amount

On or before the third anniversary of a

Diversification Election

   60%

After the third anniversary of a

Diversification Election and on or before the

fourth anniversary of a Diversification Election

   40%

After the fourth anniversary of a

Diversification Election and on or before the

fifth anniversary of a Diversification Election

   20%

After the fifth anniversary of a Diversification Election

   0%

 

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(m) Grantees’ Status as General Creditors. A Grantee’s right to delivery of Shares subject to an Election under this Paragraph 8, or to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall at all times represent the general obligation of the Company. The Grantee shall be a general creditor of the Company with respect to this obligation, and shall not have a secured or preferred position with respect to such obligation. Nothing contained in the Plan or an Award shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind. Nothing contained in the Plan or an Award shall be construed to eliminate any priority or preferred position of a Grantee in a bankruptcy matter with respect to claims for wages.

(n) Non-Assignability, Etc. The right of a Grantee to receive Shares subject to an Election under this Paragraph 8, or to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall not be subject in any manner to attachment or other legal process for the debts of such Grantee; and no right to receive Shares or cash payments hereunder shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

(o) Required Suspension of Payment of Benefits. Notwithstanding any provision of the Plan or any Grantee’s election as to the date or time of payment of any benefit payable under the Plan, To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Grantee upon or following his separation from service, then notwithstanding any other provision of this Plan, any such payments that are otherwise due within six months following the Grantee’s separation from service will be deferred and paid to the Grantee in a lump sum immediately following that six month period.

9. SECURITIES LAWS; TAXES

(a) Securities Laws. The Committee shall have the power to make each grant of Awards under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act and the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by the Grantee of an investment representation to the Company in connection with a Vesting Date occurring with respect to Shares subject to an Award, or the execution of an agreement by the Grantee to refrain from selling or otherwise disposing of the Shares acquired for a specified period of time or on specified terms.

(b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be entitled, if necessary or desirable, to withhold the amount of any tax, charge or assessment attributable to the grant of any Award or the occurrence of a Vesting Date with respect to any Award, or distribution of all or any part of a Grantee’s Account. The Company shall not be required to deliver Shares pursuant to any Award or distribute a Grantee’s Account until it has been indemnified to its satisfaction for any such tax, charge or assessment.

 

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(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 the Grantee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for Shares subject to such Award, or (B) take any action whatever that it deems necessary to protect its interests with respect to tax liabilities. The Company’s obligation to make any delivery or transfer of Shares shall be conditioned on the Grantee’s compliance, to the Company’s satisfaction, with any withholding requirement.

 

  (ii)

Except as otherwise provided in this Paragraph 9(c)(ii), any tax liabilities incurred in connection with grant of any Award, the occurrence of a Vesting Date under any Award under the Plan or the distribution of a Grantee’s Account shall, to the extent such liabilities cannot be satisfied in full by withholding cash payable in connection with such event, be satisfied by the Company’s withholding a portion of the Shares subject to such Award having a Fair Market Value approximately equal to the minimum amount of taxes required to be withheld by the Company under applicable law, unless otherwise determined by the Committee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or both of the following: (A) to have taxes withheld in excess of the minimum amount required to be withheld by the Company under applicable law; provided that the Grantee certifies in writing to 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 or a portion of the taxes to be withheld in connection with such grant, Vesting Date or Account distribution. In all cases, the Shares so withheld by the Company shall have a Fair Market Value that does not exceed the amount of taxes to be withheld minus the cash payment, if any, made by the Grantee or withheld from an Account distribution. Any election pursuant to this Paragraph 9(c)(ii) must be in writing made prior to the date specified by the Committee, and in any event prior to the date the amount of tax to be withheld or paid is determined. An election pursuant to this Paragraph 9(c)(ii) may be made only by a Grantee or, in the event of the Grantee’s death, by the Grantee’s legal representative. Shares withheld pursuant to this Paragraph 9(c)(ii)

 

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  shall be available for subsequent grants under the Plan. The Committee may add such other requirements and limitations regarding elections pursuant to this Paragraph 9(c)(ii) as it deems appropriate.

10. CHANGES IN CAPITALIZATION

The aggregate number of Shares and class of Shares as to which Awards may be granted and the number of Shares covered by each outstanding Award shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Shares and/or other outstanding equity security or a recapitalization or other capital adjustment (not including the issuance of Shares and/or other outstanding equity securities on the conversion of other securities of the Company which are convertible into Shares and/or other outstanding equity securities) affecting the Shares which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the adjustments to be made under this Paragraph 10 and any such determination by the Committee shall be final, binding and conclusive.

11. TERMINATING EVENTS

The Committee shall give Grantees at least thirty (30) days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. The Committee may, in its discretion, provide in such notice that upon the consummation of such Terminating Event, any conditions to the occurrence of a Vesting Date with respect to an Award of Restricted Stock or Restricted Stock Units (other than Restricted Stock or Restricted Stock Units that have previously been forfeited) shall be eliminated, in full or in part. Further, the Committee may, in its discretion, provide in such notice that notwithstanding any other provision of the Plan or the terms of any Election made pursuant to Paragraph 8, upon the consummation of a Terminating Event, Shares issuable with respect to Restricted Stock or Restricted Stock Units subject to an Election made pursuant to Paragraph 8 shall be transferred to the Grantee, and all amounts credited to the Income Fund shall be paid to the Grantee.

12. CLAIMS PROCEDURE

If an individual (hereinafter referred to as the “Applicant,” which reference shall include the legal representative, if any, of the individual) does not receive timely payment of benefits to which the Applicant believes he is entitled under Paragraph 8 of the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided.

An Applicant may file a claim for benefits with the Committee on a form supplied by the Committee. If the Committee wholly or partially denies a claim, the Committee shall provide the Applicant with a written notice stating:

(a) The specific reason or reasons for the denial;

 

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(b) Specific reference to pertinent Plan provisions on which the denial is based;

(c) A description of any additional material or information necessary for Applicant to perfect the claim and an explanation of why such material or information is necessary; and

(d) Appropriate information as to the steps to 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 Committee may notify the Applicant in writing that an additional period of up to 90 days will be required to process the claim.

If the Applicant’s claim is denied, the Applicant shall have 60 days from the date of receipt of written notice of the denial of the claim to request a review of the denial of the claim by the Committee. Request for review of the denial of a claim must be submitted in writing. The Applicant shall have the right to review pertinent documents and submit issues and comments to the Committee in writing. The Committee shall provide a written decision within 60 days of its receipt of the Applicant’s request for review, provided that if special circumstances require an extension of time for processing the review of the Applicant’s claim, the Committee may notify the Applicant in writing that an additional period of up to 60 days shall be required to process the Applicant’s request for review.

It is intended that the claims procedures of this Plan be administered in accordance with the claims procedure regulations of the Department of Labor set forth in 29 CFR § 2560.503-1.

Claims for benefits under the Plan must be filed with the Committee at the following address:

Comcast Corporation

One Comcast Center, 52nd Floor

1701 John F. Kennedy Boulevard

Philadelphia, PA 19103-2838

Attention: General Counsel

13. REPAYMENT

If it is determined by the Board that gross negligence, intentional misconduct or fraud by a Section 16(b) Officer or a former Section 16(b) Officer caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares of Restricted Stock granted after February 28, 2007 or Shares delivered pursuant to the vesting of Restricted Stock Units granted after February 28, 2007

 

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to such Section 16(b) Officer or former Section 16(b) Officer, or to effect the cancellation of unvested Restricted Stock or unvested Restricted Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been less had the financial statements been correct. In addition, to the extent that the receipt of an Award subject to repayment under this Paragraph 13 has been deferred pursuant to Paragraph 8 (or any other plan, program or arrangement that permits the deferral of receipt of an Award), such Award (and any earnings credited with respect thereto) shall be forfeited in lieu of repayment.

14. AMENDMENT AND TERMINATION

The Plan may be terminated by the Board at any time. The Plan may be amended by the Board or the Committee at any time. No Award shall be affected by any such termination or amendment without the written consent of the Grantee.

15. EFFECTIVE DATE AND TERM OF PLAN

This amendment and restatement of the Plan shall be effective February 22, 2010. The Plan shall expire on May 12, 2019, unless sooner 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 22nd day of February, 2010.

 

COMCAST CORPORATION
BY:   /s/ David L. Cohen
ATTEST:   /s/ Arthur R. Block

 

-25-

Retirement-Investment Plan, as amended and restated effective Jan 1, 2010

Exhibit 10.2

 

 

THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

(Amended and Restated Effective January 1, 2010)

 

 


TABLE OF CONTENTS

 

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ARTICLE I - DEFINITIONS