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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 1, 2002
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COMCAST CORPORATION
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-6983 23-1709202
- ----------------- ------------------- ------------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 665-1700
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Item 7 (c). Exhibits
Exhibit
Number Description
99.1 Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings.
99.2 Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings.
99.3 Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings.
Item 9. Regulation FD Disclosure
On August 1, 2002, Comcast Corporation ("Comcast") submitted to the
Securities and Exchange Commission the Statements Under Oath of the Principal
Executive Officer and the Principal Financial Officers of Comcast Regarding
Facts and Circumstances Relating to Exchange Act Filings (the "Statements").
Such Statements are attached hereto as Exhibits 99.1, 99.2 and 99.3.
SIGNATURE
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.
Date: August 1, 2002 COMCAST CORPORATION
By: /s/ Lawrence J. Salva
-----------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Brian L. Roberts, Principal Executive Officer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Comcast Corporation, and, except as corrected
or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit
Committee of the Board of Directors of Comcast Corporation.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December
31, 2001 of Comcast Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Comcast Corporation filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Brian L. Roberts Subscribed and sworn to before me
- --------------------- this 1st day of August, 2002
Brian L. Roberts
Date: August 1, 2002 /s/ Deborah L. Mogel
---------------------
Notary Public
My Commission Expires:
March 28, 2005
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Lawrence S. Smith, Principal Financial Officer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Comcast Corporation, and, except as corrected or supplemented
in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit
Committee of the Board of Directors of Comcast Corporation.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December
31, 2001 of Comcast Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Comcast Corporation filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Lawrence S. Smith Subscribed and sworn to before me
- ---------------------- this 1st day of August, 2002
Lawrence S. Smith
Date: August 1, 2002 /s/ Deborah L. Mogel
---------------------
Notary Public
My Commission Expires:
March 28, 2005
Exhibit 99.3
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, John R. Alchin, Principal Financial Officer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Comcast Corporation, and, except as corrected or supplemented
in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit
Committee of the Board of Directors of Comcast Corporation.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December
31, 2001 of Comcast Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Comcast Corporation filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ John R. Alchin Subscribed and sworn to before me
- ------------------- this 1st day of August, 2002
John R. Alchin
Date: August 1, 2002 /s/ Deborah L. Mogel
---------------------
Notary Public
My Commission Expires:
March 28, 2005