Table of Contents FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 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 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 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on which Registered Class A Common Stock, $0.01 par value NASDAQ Global Select Market Class A Special Common Stock, $0.01 par value NASDAQ Global Select Market 2.0% Exchangeable Subordinated Debentures due 2029 New York Stock Exchange 6.625% Notes due 2056 New York Stock Exchange 7.00% Notes due 2055 New York Stock Exchange 7.00% Notes due 2055, Series B New York Stock Exchange 8.375% Guaranteed Notes due 2013 New York Stock Exchange 9.455% Guaranteed Notes due 2022 New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 12 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. ☒ 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ 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 ☒ As of June 30, 2009, the aggregate market value of the Class A common stock and Class A Special common stock held by non-affiliates of the Registrant was $29.778 billion and $11.063 billion, respectively. As of December 31, 2009, there were 2,063,073,161 shares of Class A common stock, 765,056,270 shares of Class A Special common stock and 9,444,375 shares of Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III—The Registrant’s definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in May 2010. Table of Contents Comcast Corporation 2009 Annual Report on Form 10-K Table of Contents PART I Item 1 Business 1 Item 1A Risk Factors 13 Item 1B Unresolved Staff Comments 17 Item 2 Properties 17 Item 3 Legal Proceedings 17 Item 4 Submission of Matters to a Vote of Security Holders 17 PART II Item 5 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 6 Selected Financial Data 20 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 7A Quantitative and Qualitative Disclosures About Market Risk 35 Item 8 Financial Statements and Supplementary Data 37 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79 Item 9A Controls and Procedures 79 Item 9B Other Information 79 PART III Item 10 Directors and Executive Officers of the Registrant 80 Item 11 Executive Compensation 81 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 Item 13 Certain Relationships and Related Transactions, and Director Independence 81 Item 14 Principal Accountant Fees and Services 81 PART IV Item 15 Exhibits and Financial Statement Schedules 82 Signatures 86 This Annual Report on Form 10-K is for the year ended December 31, 2009. This Annual Report on Form 10-K modifies and supersedes documents filed before it. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with them, 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 Annual Report on Form 10-K. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report on Form 10-K. Throughout this Annual Report on Form 10-K, we refer to Comcast Corporation as “Comcast;” Comcast and its consolidated subsidiaries as “we,” “us” and “our;” and Comcast Holdings Corporation as “Comcast Holdings.” Our registered trademarks include Comcast and the Comcast logo. This Annual Report on Form 10-K also contains other trademarks, service marks and trade names owned by us as well as those owned by others. Table of Contents Part I Item 1: Business General Developments of Our Businesses We are a leading provider of video, high-speed Internet and phone The following are the more significant developments in our businesses services (“cable services”), offering a variety of entertainment, during 2009: information and communications services to residential and commercial customers. As of December 31, 2009, our cable systems • an increase in consolidated revenue of 3.9% to approximately $35.8 served approximately 23.6 million video customers, 15.9 million high- billion and an increase in consolidated operating income of 7.2% to speed Internet customers and 7.6 million phone customers and approximately $7.2 billion passed over 51.2 million homes and businesses in 39 states and the District of Columbia. We report the results of these operations as our • an increase in Cable segment revenue of 3.8% to approximately Cable segment, which generates approximately 95% of our $33.9 billion and an increase in operating income before consolidated revenue. Our Cable segment also includes the depreciation and amortization of 4.0% to approximately $13.7 billion operations of our regional sports networks. Our Programming segment consists primarily of our consolidated national programming • an increase in Programming segment revenue of 4.9% to networks, E!, Golf Channel, VERSUS, G4 and Style. We were approximately $1.5 billion and an increase in operating income incorporated under the laws of Pennsylvania in December 2001. before depreciation and amortization of 7.5% to approximately $389 Through our predecessors, we have developed, managed and million operated cable systems since 1963. • the addition of approximately 1.0 million high-speed Internet Our other business interests include Comcast Interactive Media and customers and approximately 1.1 million phone customers; a Comcast Spectacor. Comcast Interactive Media develops and decrease of approximately 623,000 video customers operates our Internet businesses, including Comcast.net, Fancast, the Platform, Fandango, Plaxo and DailyCandy. Comcast Spectacor owns • a reduction in Cable segment capital expenditures of 9.2% to two professional sports teams, the Philadelphia 76ers and the approximately $5.0 billion Philadelphia Flyers, and a large, multipurpose arena in Philadelphia, the Wachovia Center, and provides facilities management services, • the continued investment in service enhancements, including the including food services, for sporting events, concerts and other transition from analog to digital transmission of approximately 40 to events. Comcast Interactive Media, Comcast Spectacor and all other 50 of the channels we distribute (“our all digital conversion”), which consolidated businesses not included in our Cable or Programming allows us to recapture bandwidth and expand our video service segments are included in “Corporate and Other” activities. offerings; the continued deployment of DOCSIS 3.0 wideband technology, which allows us to offer faster high-speed Internet For financial and other information about our reportable segments, service; the offering of certain cable network programming to our refer to Item 8, Note 18 to our consolidated financial statements customers online through Fancast XFINITY TV; and the initial included in this Annual Report on Form 10-K. deployment of 4G wireless high-speed Internet service in certain markets Available Information and Websites • a decrease in our total debt outstanding of $3.4 billion or 10.4% to approximately $29.1 billion, which is primarily due to repayment of Our phone number is (215) 286-1700, and our principal executive scheduled debt and the repurchase of debt securities prior to their offices are located at One Comcast Center, Philadelphia, PA 19103- scheduled maturities 2838.