As filed with the Securities and Exchange Commission on December 23, 2002
Registration No. 333-101861
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
COMCAST CORPORATION
(formerly AT&T Comcast Corporation)
(Exact name of Registrant as specified in its charter)
Pennsylvania See Table of Additional Registrants 27-0000798
------------ ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive offices)
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------------
Copies to:
Bruce K. Dallas
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ].
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ].
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
ADDITIONAL REGISTRANTS
COMCAST CABLE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2175755
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive offices)
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------------------------------------------------------------
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
(formerly AT&T Broadband Corp.)
(Exact name of registrant as specified in its charter)
Delaware 04-3592397
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive offices)
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------------------------------------------------------------
COMCAST CABLE HOLDINGS, LLC
(formerly AT&T Broadband, LLC)
(Exact name of Registrant as specified in its charter)
Delaware 84-1260157
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number including area code,
of registrant's principal executive offices)
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------------------------------------------------------------
COMCAST MO GROUP, INC.
(formerly MediaOne Group, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 84-0926774
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive offices)
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
2
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is to file the Exhibits to the
Registration Statement as set forth below in Item 16 of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All of the expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee............... $ 920,000
Legal fees and expenses........................................... 175,000*
Printing and engraving fees....................................... 50,000*
Accountants' fees and expenses.................................... 75,000*
Miscellaneous..................................................... 30,000*
Total.................................................... $ 1,250,000*
---------
*Estimated
Item 15. Indemnification of Directors and Officers.
Comcast Corporation
Indemnification under Pennsylvania Law and Comcast Charter and Bylaws.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law ("PBCL") contain provisions for mandatory and
discretionary indemnification of a corporation's directors, officers and other
personnel, and related matters.
Under Section 1741 of the PBCL, subject to certain limitations, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with an action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative actions), to which any
such officer or director is a party or is threatened to be made a party by
reason of such person being a representative of the corporation or serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, so long as the director or officer acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, such
officer or director had no reasonable cause to believe his/her conduct was
unlawful.
Section 1742 of the PBCL permits indemnification in derivative and
corporate actions if the appropriate standard of conduct is met, except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Under Section 1743 of the PBCL, indemnification is mandatory to the extent
that the officer or director has been successful on the merits or otherwise in
defense of any action or proceeding referred to in Section 1741 or 1742 of the
PBCL.
Section 1744 of the PBCL provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 of the PBCL shall be made by the
corporation only as authorized in the specific case upon a determination that
3
the representative met the applicable standard of conduct, and such
determination will be made by (i) the board of directors by a majority vote of
a quorum of directors not parties to the action or proceeding, (ii) if a quorum
is not obtainable, or if obtainable and a majority of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders.
Section 1745 of the PBCL provides that expenses (including attorneys'
fees) incurred by an officer, director, employee or agent in defending any
action or proceeding referred to in Subchapter D of Chapter 17 of the PBCL may
be paid by the corporation in advance of the final disposition of such action
or proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. Except as otherwise provided in the
corporation's bylaws, advancement of expenses must be authorized by the board
of directors.
Section 1746 of the PBCL provides generally that the indemnification and
advancement of expenses provided by Subchapter D of Chapter 17 of the PBCL
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding that office. In no event may indemnification be made in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
Section 1747 of the PBCL grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against that liability under
Subchapter D of Chapter 17 of the PBCL.
Sections 1748 and 1749 of the PBCL extend the indemnification and
advancement of expenses provisions contained in Subchapter D of Chapter 17 of
the PBCL to successor corporations in fundamental changes and to
representatives serving as fiduciaries of employee benefit plans.
Section 1750 of the PBCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of
the PBCL shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representatives of such
person.
Article Eleventh of the Comcast charter and Article VII of the Comcast
bylaws provide that no director of Comcast will be personally liable, as such,
for monetary damages (other than under criminal statutes and under laws
imposing such liability on directors or officers for the payment of taxes)
unless such person's conduct constitutes self-dealing, willful misconduct or
recklessness. Article Eleventh of the Comcast charter also extends such
protection to officers.
Article VII of the Comcast bylaws provides that each officer and director
of Comcast is indemnified and held harmless by Comcast for all actions taken by
him or her and for all failures to take action (regardless of the date of any
such action or failure to take action) to the fullest extent permitted by
Pennsylvania law against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, taxes, penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
officer or director in connection with any threatened, pending or completed
action, suit or proceeding (including, without limitation, an action, suit or
proceeding by or in the right of Comcast), whether civil, criminal,
administrative or investigative.
The foregoing statements are subject to the detailed provisions of the
PBCL and to the applicable provisions of the Comcast charter and bylaws.
4
Merger Agreement Provision Relating to AT&T and Comcast Holdings Directors and
Officers
Comcast has agreed in the merger agreement to indemnify the present and
former officers and directors of AT&T, the AT&T subsidiaries, Comcast Cable
Communications Holdings, the Comcast Cable Communications Holdings
subsidiaries, Comcast Holdings and the Comcast Holdings subsidiaries, and each
individual who prior to the completion of the AT&T Comcast transaction becomes
such an officer or director, from their acts or omissions in those capacities
occurring at or prior to the completion of such transaction to the maximum
extent permitted by law; provided, however, no such indemnification will be
required for officers or directors acting in a capacity for AT&T and its
subsidiaries other than in connection with either AT&T's broadband business or
the merger agreement and the transactions contemplated by the merger agreement.
AT&T (and not Comcast Cable Communications Holdings) will indemnify and
hold harmless Comcast for 50% of any losses described in the preceding
paragraph arising out of acts or omissions of the AT&T officers and directors
in connection with the merger agreement and the transactions contemplated by
the merger agreement.
For six years after completion of the AT&T Comcast transaction, Comcast
will provide officers' and directors' liability insurance in respect of acts or
omissions occurring prior to completion of the transactions covering each
officer and director identified in the second preceding paragraph (for officers
and directors of AT&T and its subsidiaries, only for acts or omissions of such
person acting in connection with either AT&T's broadband business or the merger
agreement and the transactions contemplated by the merger agreement) currently
covered by the officers' and directors' liability insurance policy of AT&T or
Comcast Holdings, as the case may be, on terms no less favorable than those of
such policy in effect on December 19, 2001, except that Comcast will only be
obligated to pay up to 300% of the annual premium paid for such insurance by
either AT&T or Comcast Holdings as of December 19, 2001.
Comcast Cable Communications Holdings, Inc.
Comcast Cable Communications Holdings, Inc. is a corporation organized
under the laws of the State of Delaware. Subsection (a) of Section 145 of the
General Corporation Law of the State of Delaware empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that despite the adjudication
of liability but in view of all the circumstances of the case such person is
fairly and reasonably entitled to indemnify for such expenses which the court
shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) or (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification or advancement of expenses provided
for
5
by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.
Article VIII, Section 1 of Comcast Cable Communications Holdings'
Certificate of Incorporation provides that a director of Comcast Cable
Communications Holdings will not be personally liable to Comcast Cable
Communications Holdings or its shareholder for monetary damages for breach of
fiduciary duty as director, except if this exemption is not permitted by the
General Corporation Law of the State of Delaware. Any repeal or modification of
this provision will not affect the rights of a director of Comcast Cable
Communications Holdings prior to such repeal or modification.
Article VIII, Section 2 of Comcast Cable Communications Holdings'
Certificate of Incorporation provides that each person who was or is made a
party or is otherwise in any way involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he, or the person from whom he is
legal representative, is or was a director or officer of Comcast Cable
Communications Holdings or is or was serving at its request as a director,
officer or employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of the
proceeding is alleged action in an official capacity or in any other capacity
while serving as a director, officer or employee, will be indemnified and held
harmless by Comcast Cable Communications Holdings to the fullest extent
authorized by the General Corporation Law of the State of Delaware against all
expense, liability and loss (including attorneys' fees, judgments, fines,
Employee Retirement Income Security Act of 1974 excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by the indemnitee
in connection with the proceeding. In the event that the General Corporation
Law of the State of Delaware is amended, the indemnification provided will
change only to the extent that the amendment permits Comcast Cable
Communications Holdings to provide broader indemnification rights than
previously permitted. However, except in the case of proceedings to enforce
rights to indemnification, Comcast Cable Communications Holdings will indemnify
an indemnitee in connection with a proceeding (or part thereof) initiated by
the indemnitee only if the proceeding was authorized by the Board of Directors
of Comcast Cable Communications Holdings. The right to indemnification includes
the right to be paid by Comcast Cable Communications Holdings the advancement
of expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law of the
State of Delaware requires, an advancement of expenses incurred by an
indemnitee in his capacity as a director or officer only will be made only upon
delivery to Comcast Cable Communications Holdings of an undertaking, by or on
behalf of the indemnitee, to repay all amounts so advanced if it is ultimately
determined that the indemnitee is not entitled to be indemnified for the
expenses. Also, the Board of Directors of Comcast Cable Communications Holdings
may grant rights to indemnification as described above to any of Comcast Cable
Communications Holdings' employees and agents.
If a claim for indemnification is not paid in full within 30 days after a
written claim is received by Comcast Cable Communications Holdings, the
indemnitee may bring suit to recover the unpaid amount of the claim, and if
successful in whole or in part, the indemnitee will be entitled to be paid also
the expense of prosecuting the suit. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered) that the claimant has not
met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for Comcast Cable Communications
Holdings to indemnify the claimant for the amount claimed, but Comcast Cable
Communications Holdings would bear the burden of proving this defense.
Comcast Cable Communications Holdings may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
Comcast
6
Cable Communications Holdings or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not Comcast Cable Communications Holdings would have the power to
indemnify such person under the General Corporation Law of the State of
Delaware.
Comcast Cable Communications, Inc.
Comcast Cable Communications, Inc. is a corporation organized under the
laws of the State of Delaware. The applicable provisions relating to the
indemnification of officers and directors under the General Corporation Law of
the State of Delaware are described above under "-- Comcast Cable
Communications Holdings, Inc."
In addition, Section 7-1 of Comcast Cable's By-laws provides that Comcast
Cable will indemnify any of its directors or officers or any director or
officer who is or was serving as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise (any
such person is hereinafter referred to as a "director or officer") against
expenses (including, but not limited to, attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such director
or officer, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), brought or threatened to be brought against such director or
officer by reason of the fact that he or she is or was serving in any such
capacity or in any other capacity on behalf of the company, its parent or any
of its subsidiaries.
Section 7-2 of Comcast Cable's By-laws provides that expenses incurred by
any director or officer in defending a Proceeding will be paid by Comcast Cable
in advance of the final disposition of such Proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking, by or
on behalf of such director or officer, to repay such amount without interest if
it is ultimately determined that he or she is not entitled to be indemnified by
Comcast Cable as authorized by law.
Section 7-4 of Comcast Cable's By-laws provides that Comcast Cable may
purchase and maintain insurance on behalf of any person who is or was a
director or officer of Comcast Cable against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not Comcast Cable would have the power to
indemnify him or her against such liability under law.
Comcast Cable Holdings, LLC
Comcast Cable Holdings, LLC is a limited liability company organized under
the laws of the State of Delaware. Section 18-108 of the Delaware Limited
Liability Company Act permits a limited liability company, subject to any
restrictions that may be set forth in its limited liability company agreement,
to indemnify its members and managers from and against any and all claims and
demands.
Section 12(a) of Comcast Cable Holdings' LLC Agreement provides that
Comcast Cable Holdings will indemnify the manager and the member, which in each
case is Comcast Cable Communications Holdings, and any current or former
director or officer of Comcast Cable Communications Holdings (each, an
"indemnitee") from and against all loss, damage, expense (including reasonable
attorney's and other advisor's fees, court costs and other liabilities incurred
in any proceeding to which Comcast Cable Communications Holdings is made a
party) incurred because of Comcast Cable Communications Holdings' role as
manager or member. Also, each indemnitee will be indemnified for losses
resulting from the indemnitee's acts or failures to act with respect to the
business or affairs of Comcast Cable Holdings, if the indemnitee (a) acts in
good faith, (b) if acting in an official capacity, reasonably believed the
action was in the best interests of Comcast Cable Holdings, and if not acting
in an official capacity, believed that the conduct was not opposed to Comcast
Cable Holdings' best interests, and (c) if in a criminal proceeding, had no
reasonable cause to believe its conduct was unlawful. Section 12(c) of Comcast
Cable Holdings' LLC Agreement provides that Comcast Cable Holdings may advance
funds to Comcast Cable Communications Holdings in respect of expenses incurred
by Comcast Cable Communications Holdings in a proceeding prior to the final
disposition of the proceeding if Comcast Cable Communications Holdings gives
written affirmation of its good-faith belief that it has complied with the
standards of conduct described in the preceding sentence, agrees to repay the
advancement with interest if it is determined that the standards of conduct
were not met, and Comcast Cable Holdings determines that indemnification is
permissible under these standards. Also, Section 12(e) provides
7
that Comcast Cable Holdings will indemnify specified officers, and it may in
its discretion indemnify employees, on the same basis as it indemnifies Comcast
Cable Communications Holdings as described above.
Section 12(b) of Comcast Cable Holdings' LLC Agreement provides that,
notwithstanding the above paragraph, Comcast Cable Holdings will not indemnify
an indemnitee in connection with any proceeding in which Comcast Cable
Communications Holdings is adjudged liable to Comcast Cable Holdings or any
proceeding charging improper personal benefit to Comcast Cable Communications
Holdings wherein the indemnitee was adjudged liable on the basis of improperly
receiving a personal benefit.
Section 12(f) of Comcast Cable Holdings' LLC Agreement provides that
neither Comcast Cable Communications Holdings nor specified officers will be
liable to Comcast Cable Holdings for any loss, damage or expense if Comcast
Cable Communications Holdings or such officers, as the case may be (a) acts in
good faith, (b) if acting in an official capacity, reasonably believed the
action was in the best interests of Comcast Cable Holdings, and if not in an
official capacity, believed that the conduct was not opposed to Comcast Cable
Holdings' best interests, and (c) if in a criminal proceeding, had no
reasonable cause to believe its conduct was unlawful. However, Comcast Cable
Communications Holdings or the specified officers will be liable for any loss,
expense or damage incurred in connection with a proceeding in which Comcast
Cable Communications Holdings or such officers is adjudged liable to Comcast
Cable Holdings as a result of not meeting the standards of conduct described in
the preceding sentence or a proceeding charging improper personal benefit to
Comcast Cable Communications Holdings wherein the indemnitee was adjudged
liable on the basis of improperly receiving a personal benefit.
Comcast MO Group, Inc.
Comcast MO Group, Inc. is a corporation organized under the laws of the
State of Delaware. The indemnification of officers and directors provided for
by Comcast MO Group's organizational documents and the General Corporation Law
of the State of Delaware is identical to the indemnification provisions
described above under "-- Comcast Cable Communications Holdings, Inc."
Item 16. Exhibits.
The following exhibits are filed as part of the Registration Statement:
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement (Debt Securities, Warrants,
Purchase Contracts and Units).
1.2 Form of Underwriting Agreement (Preferred Stock, Depositary
Shares, Common Stock).
2.1 Composite copy of Agreement and Plan of Merger dated as of
December 19, 2001, as amended, among Comcast Holdings
Corporation (formerly known as Comcast Corporation), AT&T
Corp., Comcast Cable Communications Holdings, Inc. (formerly
known as AT&T Broadband Corp.), Comcast Corporation (formerly
known as AT&T Comcast Corporation) and the other parties
signatory thereto.*
2.2 Composite copy of Separation and Distribution Agreement dated
as of December 19, 2001, as amended, between AT&T Corp. and
Comcast Cable Communications Holdings, Inc. (formerly known as
AT&T Broadband Corp.).*
2.3 Support Agreement dated as of December 19, 2001, as amended,
among AT&T Corp., Comcast Holdings Corporation (formerly known
as Comcast Corporation), Comcast Corporation (formerly known as
AT&T Comcast Corporation), Sural LLC and Brian L. Roberts.**
8
Exhibit
Number Description
------ -----------
2.4 Tax Sharing Agreement dated as of December 19, 2001 between
AT&T Corp. and Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.).**
2.5 Employee Benefits Agreement dated as of December 19, 2001
between AT&T Corp. and Comcast Cable Communications Holdings,
Inc. (formerly known as AT&T Broadband Corp.).***
2.6 Exchange Agreement dated as of December 7, 2001, as amended,
between Microsoft Corporation and Comcast Holdings Corporation
(formerly known as Comcast Corporation).**
2.7 Instrument of Admission dated as of December 19, 2001, as
amended, between Comcast Corporation (formerly known as AT&T
Comcast Corporation) and AT&T Corp.**
4.1 Rights Agreement dated as of November 18, 2002 between Comcast
Corporation (formerly known as AT&T Comcast Corporation) and
EquiServe Trust Company, N.A., as Rights Agent, which includes
the Form of Certificate of Designation of Series A
Participant's Cumulative Preferred Stock as Exhibit A and the
Form of Right Certificate as Exhibit B.****
4.2 Credit Agreement dated as of April 26, 2002 among Comcast
Corporation (formerly known as AT&T Comcast Corporation),
Comcast Cable Communications Holdings, Inc. (formerly known as
AT&T Broadband Corp.), the Financial Institutions party
thereto, JP Morgan Chase Bank, as Administrative Agent, Swing
Line Lender and Issuing Lender, Citibank, N.A., as Syndication
Agent, and Bank of America, N.A., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as Co-Documentation Agents.*****
4.3 Bridge Credit Agreement dated as of April 26, 2002 among
Comcast Corporation (formerly known as AT&T Comcast
Corporation), Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.), the Financial
Institutions party thereto, JP Morgan Chase Bank, as
Administrative Agent, Swing Line Lender and Issuing Lender,
Citibank, N.A., as Syndication Agent, and Bank of America,
N.A., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents.*****
4.4 Credit Agreement dated as of May 3, 2002 among Comcast Cable
Communications Holdings, Inc. (formerly known as AT&T Broadband
Corp.), Comcast Corporation (formerly known as AT&T Comcast
Corporation), the Financial Institutions party thereto, JP
Morgan Chase Bank, as Administrative Agent, Citibank, N.A.,
Bank of America, N.A., Merrill Lynch Capital Corporation and
Morgan Stanley Senior Funding, Inc.*****
4.5 Form of Senior Indenture among the Company, the cable
guarantors party thereto and The Bank of New York, as Trustee.******
4.6 Form of Subordinated Indenture among the Company, the cable
guarantors party thereto and The Bank of New York, as Trustee.******
4.7 Form of Senior Debt Security.******
4.8 Form of Subordinated Debt Security.******
4.9 Form of Purchase Contract Agreement relating to Purchase
Contracts (included in Exhibit 4.10).
4.10 Form of Unit Agreement.*******
9
Exhibit
Number Description
------ -----------
4.11 Form of Warrant Agreement for Warrants sold separately.
4.12 Form of Warrant for Warrants sold separately (included in
Exhibit 4.11).
4.13 Form of Warrant Agreement for Warrants sold attached to other
Securities.
4.14 Form of Warrant for Warrants sold attached to other Securities
(included in Exhibit 4.13).
4.15 Form of Pledge Agreement.
4.16 Form of Deposit Agreement.******
4.17 Form of Depositary Share (included in Exhibit 4.16).
4.18 Form of Guarantee (Warrants, Purchase Contracts and Units).
5.1 Opinion of Arthur R. Block, Esquire.
5.2 Opinion of Davis Polk & Wardwell.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Corporation.******
12.2 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Communications, Inc.******
12.3 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Communications Holdings, Inc.******
12.4 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Holdings, LLC.******
12.5 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast MO Group, Inc.******
12.6 Statement Regarding Computation of Pro Forma Ratio of Earnings
to Fixed Charges of Comcast Corporation.******
12.7 Statement Regarding Computation of Pro Forma Ratio of Earnings
to Combined Fixed Charges and Preferred Dividends of Comcast
Corporation.******
12.8 Statement Regarding Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Dividends of Comcast
Corporation.******
23.1 Consent of Deloitte & Touche LLP with respect to Comcast
Corporation (formerly known as AT&T Comcast Corporation).******
23.2 Consent of Deloitte & Touche LLP with respect to Comcast
Holdings Corporation (formerly known as Comcast Corporation).******
23.3 Consent of Deloitte & Touche LLP with respect to Comcast Cable
Communications, Inc.******
23.4 Consent of PricewaterhouseCoopers LLP with respect to AT&T
Broadband Group.******
23.5 Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).
23.6 Consent of Davis Polk & Wardwell (included in Exhibit 5.2).
10
Exhibit
Number Description
------ -----------
24.1 Powers of Attorney.******
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee under the
Senior Indenture.******
25.2 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee under the
Subordinated Indenture. ******
---------------
* Incorporated by reference to our Current Report on Form 8-K12g3, filed
on November 18, 2002.
** Incorporated by reference to our registration statement on Form S-4,
filed on February 11, 2002.
*** Incorporated by reference to AT&T Corp.'s Annual Report on Form 10-K
for the year ended December 31, 2001, filed on April 1, 2002.
**** Incorporated by reference to our registration statement on Form 8-A12g,
filed on November 18, 2002.
***** Incorporated by reference to our Amended Registration Statement on Form
S-4/A, filed on May 14, 2002.
****** Previously filed with this Registration Statement.
******* To be filed with subsequent Current Report on Form 8-K.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
1. (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that subparagraphs (a) (i) and (a) (ii) shall not apply
to the extent that information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
11
2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. If the securities to be registered are to be offered at competitive
bidding, the undersigned registrants hereby undertake (1) to use their best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
Registration Statement, together with any supplements thereto, and (2) to file
an amendment to the Registration Statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
the issuer and no reoffering of such securities by the purchasers is proposed
to be made.
4. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
12
SIGNATURES AND POWER OF ATTORNEY FOR COMCAST CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Comcast
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused Amendment
No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on the
23rd day of December, 2002.
COMCAST CORPORATION
By: /s/ Arthur R. Block
-----------------------------
Name: Arthur R. Block
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, Amendment No.
1 to this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Executive and Finance December 23, 2002
--------------------------------------------- Committee of the Board of Directors;
Ralph L. Roberts Director
* Chairman of the Board of Directors; December 23, 2002
--------------------------------------------- Director
C. Michael Armstrong
* Vice Chairman of the Board of Directors; December 23, 2002
--------------------------------------------- Director
Julian A. Brodsky
* President and Chief Executive Officer December 23, 2002
--------------------------------------------- (Principal Executive Officer); Director
Brian L. Roberts
* Executive Vice President December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
Lawrence S. Smith
* Executive Vice President and Treasurer December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
John R. Alchin
* Senior Vice President and Controller December 23, 2002
--------------------------------------------- (Principal Accounting Officer)
Lawrence J. Salva
* Director December 23, 2002
---------------------------------------------
S. Decker Anstrom
* Director December 23, 2002
---------------------------------------------
Sheldon M. Bonovitz
* Director December 23, 2002
---------------------------------------------
J. Michael Cook
* Director December 23, 2002
---------------------------------------------
George M. C. Fisher
* Director December 23, 2002
---------------------------------------------
Dr. Judith Rodin
* Director December 23, 2002
---------------------------------------------
Louis A. Simpson
* Director December 23, 2002
---------------------------------------------
Michael I. Sovern
*By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Attorney-in-fact
14
SIGNATURES AND POWER OF ATTORNEY FOR COMCAST CABLE COMMUNICATIONS, INC.
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable
Communications, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
Amendment No. 1 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on
the 23rd day of December, 2002.
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President;
Director
Pursuant to the requirements of the Securities Act of 1933, Amendment No.
1 to this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer December 23, 2002
--------------------------------------------- (Principal Executive Officer); Director
Brian L. Roberts
* Executive Vice President December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer); Director
Lawrence S. Smith
* Executive Vice President and Treasurer December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
John R. Alchin
* Executive Vice President; Director December 23, 2002
---------------------------------------------
David L. Cohen
/s/ Arthur R. Block Senior Vice President; Director December 23, 2002
---------------------------------------------
Arthur R. Block
* Senior Vice President and Controller December 23, 2002
--------------------------------------------- (Principal Accounting Officer)
Lawrence J. Salva
*By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Attorney-in-fact
15
SIGNATURES AND POWER OF ATTORNEY FOR
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable
Communications Holdings, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused Amendment No. 1 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Philadelphia,
Pennsylvania, on the 23rd day of December, 2002.
COMCAST CABLE COMMUNICATIONS
HOLDINGS, INC.
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Senior Vice President;
Director
Pursuant to the requirements of the Securities Act of 1933, Amendment No.
1 to this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer December 23, 2002
--------------------------------------------- (Principal Executive Officer)
Brian L. Roberts
* Executive Vice President December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer); Director
Lawrence S. Smith
* Executive Vice President and Treasurer December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
John R. Alchin
* Executive Vice President; Director December 23, 2002
---------------------------------------------
David L. Cohen
/s/ Arthur R. Block Senior Vice President; Director December 23, 2002
---------------------------------------------
Arthur R. Block
* Senior Vice President December 23, 2002
--------------------------------------------- (Principal Accounting Officer)
Lawrence J. Salva
*By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Attorney-in-fact
16
SIGNATURES AND POWER OF ATTORNEY FOR COMCAST CABLE HOLDINGS, LLC
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable
Holdings, LLC certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused Amendment
No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on the
23rd day of December, 2002.
Comcast Cable Holdings, LLC
By: /s/ Arthur R. Block
------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, Amendment No.
1 to this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer December 23, 2002
--------------------------------------------- (Principal Executive Officer)
Brian L. Roberts
* Executive Vice President December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
Lawrence S. Smith
* Executive Vice President and Treasurer December 23, 2002
--------------------------------------------- (Co-Principal Financial Officer)
John R. Alchin
* Senior Vice President December 23, 2002
--------------------------------------------- (Principal Accounting Officer)
Lawrence J. Salva
*By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Attorney-in-fact
COMCAST CABLE COMMUNICATIONS
HOLDINGS, INC.
By: /s/ Arthur R. Block Sole Member December 23, 2002
------------------------------------
Arthur R. Block
Senior Vice President
17
SIGNATURES AND POWER OF ATTORNEY FOR COMCAST MO GROUP, INC.
Pursuant to the requirements of the Securities Act of 1933, Comcast MO
Group, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused Amendment
No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on the
23rd day of December, 2002.
COMCAST MO GROUP, INC.
By: /s/ Arthur R. Block
-------------------------
Name: Arthur R. Block
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, Amendment No.
1 to this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer December 16, 2002
--------------------------------------------- (Principal Executive Officer)
Brian L. Roberts
* Executive Vice President December 16, 2002
--------------------------------------------- (Co-Principal Financial Officer); Director
Lawrence S. Smith
* Executive Vice President and Treasurer December 16, 2002
--------------------------------------------- (Co-Principal Financial Officer)
John R. Alchin
* Executive Vice President; Director December 16, 2002
---------------------------------------------
David L. Cohen
/s/ Arthur R. Block Senior Vice President; Director December 16, 2002
---------------------------------------------
Arthur R. Block
* Senior Vice President December 16, 2002
--------------------------------------------- (Principal Accounting Officer)
Lawrence J. Salva
*By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Attorney-in-fact
18
EXHIBIT LIST
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement (Debt Securities, Warrants,
Purchase Contracts and Units).
1.2 Form of Underwriting Agreement (Preferred Stock, Depositary
Shares, Common Stock).
2.1 Composite copy of Agreement and Plan of Merger dated as of
December 19, 2001, as amended, among Comcast Holdings
Corporation (formerly known as Comcast Corporation), AT&T
Corp., Comcast Cable Communications Holdings, Inc. (formerly
known as AT&T Broadband Corp.), Comcast Corporation (formerly
known as AT&T Comcast Corporation) and the other parties
signatory thereto.*
2.2 Composite copy of Separation and Distribution Agreement dated
as of December 19, 2001, as amended, between AT&T Corp. and
Comcast Cable Communications Holdings, Inc. (formerly known as
AT&T Broadband Corp.).*
2.3 Support Agreement dated as of December 19, 2001, as amended,
among AT&T Corp., Comcast Holdings Corporation (formerly known
as Comcast Corporation), Comcast Corporation (formerly known as
AT&T Comcast Corporation), Sural LLC and Brian L. Roberts.**
8
Exhibit
Number Description
------ -----------
2.4 Tax Sharing Agreement dated as of December 19, 2001 between
AT&T Corp. and Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.).**
2.5 Employee Benefits Agreement dated as of December 19, 2001
between AT&T Corp. and Comcast Cable Communications Holdings,
Inc. (formerly known as AT&T Broadband Corp.).***
2.6 Exchange Agreement dated as of December 7, 2001, as amended,
between Microsoft Corporation and Comcast Holdings Corporation
(formerly known as Comcast Corporation).**
2.7 Instrument of Admission dated as of December 19, 2001, as
amended, between Comcast Corporation (formerly known as AT&T
Comcast Corporation) and AT&T Corp.**
4.1 Rights Agreement dated as of November 18, 2002 between Comcast
Corporation (formerly known as AT&T Comcast Corporation) and
EquiServe Trust Company, N.A., as Rights Agent, which includes
the Form of Certificate of Designation of Series A
Participant's Cumulative Preferred Stock as Exhibit A and the
Form of Right Certificate as Exhibit B.****
4.2 Credit Agreement dated as of April 26, 2002 among Comcast
Corporation (formerly known as AT&T Comcast Corporation),
Comcast Cable Communications Holdings, Inc. (formerly known as
AT&T Broadband Corp.), the Financial Institutions party
thereto, JP Morgan Chase Bank, as Administrative Agent, Swing
Line Lender and Issuing Lender, Citibank, N.A., as Syndication
Agent, and Bank of America, N.A., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as Co-Documentation Agents.*****
4.3 Bridge Credit Agreement dated as of April 26, 2002 among
Comcast Corporation (formerly known as AT&T Comcast
Corporation), Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.), the Financial
Institutions party thereto, JP Morgan Chase Bank, as
Administrative Agent, Swing Line Lender and Issuing Lender,
Citibank, N.A., as Syndication Agent, and Bank of America,
N.A., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents.*****
19
Exhibit
Number Description
------ -----------
4.4 Credit Agreement dated as of May 3, 2002 among Comcast Cable
Communications Holdings, Inc. (formerly known as AT&T Broadband
Corp.), Comcast Corporation (formerly known as AT&T Comcast
Corporation), the Financial Institutions party thereto, JP
Morgan Chase Bank, as Administrative Agent, Citibank, N.A.,
Bank of America, N.A., Merrill Lynch Capital Corporation and
Morgan Stanley Senior Funding, Inc.*****
4.5 Form of Senior Indenture among the Company, the cable
guarantors party thereto and The Bank of New York, as Trustee.
******
4.6 Form of Subordinated Indenture among the Company, the cable
guarantors party thereto and The Bank of New York, as Trustee.
******
4.7 Form of Senior Debt Security.******
4.8 Form of Subordinated Debt Security.******
4.9 Form of Purchase Contract Agreement relating to Purchase
Contracts (included in Exhibit 4.10).
4.10 Form of Unit Agreement.*******
4.11 Form of Warrant Agreement for Warrants sold separately.
4.12 Form of Warrant for Warrants sold separately (included in
Exhibit 4.11).
4.13 Form of Warrant Agreement for Warrants sold attached to other
Securities.
4.14 Form of Warrant for Warrants sold attached to other Securities
(included in Exhibit 4.13).
4.15 Form of Pledge Agreement.
4.16 Form of Deposit Agreement.******
4.17 Form of Depositary Share (included in Exhibit 4.16).
4.18 Form of Guarantee (Warrants, Purchase Contracts and Units).
5.1 Opinion of Arthur R. Block, Esquire.
5.2 Opinion of Davis Polk & Wardwell.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Corporation.******
12.2 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Communications, Inc.******
12.3 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Communications Holdings, Inc.******
12.4 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast Cable Holdings, LLC.******
12.5 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges of Comcast MO Group, Inc.******
12.6 Statement Regarding Computation of Pro Forma Ratio of Earnings
to Fixed Charges of Comcast Corporation.******
20
Exhibit
Number Description
------ -----------
12.7 Statement Regarding Computation of Pro Forma Ratio of Earnings
to Combined Fixed Charges and Preferred Dividends of Comcast
Corporation.******
12.8 Statement Regarding Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Dividends of Comcast
Corporation.******
23.1 Consent of Deloitte & Touche LLP with respect to Comcast
Corporation (formerly known as AT&T Comcast Corporation).******
23.2 Consent of Deloitte & Touche LLP with respect to Comcast
Holdings Corporation (formerly known as Comcast Corporation).******
23.3 Consent of Deloitte & Touche LLP with respect to Comcast Cable
Communications, Inc.******
23.4 Consent of PricewaterhouseCoopers LLP with respect to AT&T
Broadband Group. ******
23.5 Consent of Arthur R. Block, Esquire (ncluded in Exhibit 5.1).
23.6 Consent of Davis Polk & Wardwell (included in Exhibit 5.2).
24.1 Powers of Attorney.******
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee under the
Senior Indenture.******
25.2 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee under the
Subordinated Indenture.******
---------------
* Incorporated by reference to our Current Report on Form 8-K12g3, filed
on November 18, 2002.
** Incorporated by reference to our registration statement on Form S-4,
filed on February 11, 2002.
*** Incorporated by reference to AT&T Corp.'s Annual Report on Form 10-K
for the year ended December 31, 2001, filed on April 1, 2002.
**** Incorporated by reference to our registration statement on Form 8-A12g,
filed on November 18, 2002.
***** Incorporated by reference to our Amended Registration Statement on Form
S-4/A, filed on May 14, 2002.
****** Previously filed with this Registration Statement.
******* To be filed with subsequent Current Report on Form 8-K.
21