UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15 (d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 17, 2003
[COMCAST LOGO OMITTED]
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 27-0000798
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street, Philadelphia, PA 19102-2148
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (215) 665-1700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 17, 2003, Comcast Corporation ("Comcast"), in accordance
with the Amended and Restated Stock Purchase Agreement dated as of June
30, 2003 and executed on July 3, 2003 (the "Agreement"), among Comcast
QVC, Inc. ("Comcast QVC"), Comcast, Liberty Media Corporation
("Liberty") and QVC, Inc. ("QVC"), among other things, completed the
sale to Liberty of all shares of QVC common stock held by a number of
direct wholly-owned subsidiaries of Comcast QVC for an aggregate amount
of approximately $4 billion principal amount of Liberty's Floating Rate
Senior Notes due 2006 (the "Liberty Notes"), approximately $1.35
billion in cash and approximately 218 million shares of Liberty Series
A common stock. Pursuant to the Agreement, the shares of Liberty Series
A common stock received by Comcast QVC were valued at $11.71 per share
and represent approximately 7.5% of Liberty's common stock outstanding.
The shares had a market value on the closing date of $10.73 per share,
which was used for valuing such consideration in the accompanying
unaudited pro forma condensed consolidated financial statements.
Resales of the Liberty Notes and shares of Liberty Series A common
stock received in the transaction have been registered with the
Securities and Exchange Commission pursuant to the Agreement. On
September 24, 2003, Comcast, through its wholly-owned indirect
subsidiaries, sold an aggregate of $3.0 billion principal amount of the
Liberty Notes for net proceeds of approximately $3.0 billion.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Pursuant to paragraph (b) (1) of Item 7 of Form 8-K, Comcast is furnishing pro
forma financial information in Exhibit 99.1.
(c) EXHIBITS
10.1 Amended and Restated Stock Purchase Agreement dated as
of June 30, 2003 among Comcast QVC, Inc., Comcast
Corporation, Liberty Media Corporation, and QVC, Inc.
99.1 Comcast Corporation unaudited pro forma condensed
consolidated balance sheet at June 30, 2003 and
unaudited pro forma condensed consolidated statements of
operations for the six months ended June 30, 2003 and
the years ended December 31, 2002, 2001 and 2000.
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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
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/S/ LAWRENCE J. SALVA
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Lawrence J. Salva
Senior Vice President and Controller
(Principal Accounting Officer)
Date: October 1, 2003