EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form
S-8 (the Registration Statement) is being filed in order to register an additional 100,000,000 shares of Class A Common Stock, par value $0.01 per share (Common Stock), of Comcast
Corporation (the Registrant) issuable under the Amended and Restated Comcast Corporation 2002 Employee Stock Purchase Plan, which are securities of the same class and relate to the same employee benefit plan, as those shares of Common
Stock registered on the Registrants registration statements on Form S-8 previously filed with the Securities and Exchange Commission on November 19, 2002 (Registration No.
333-101295, as amended by post-effective amendment No. 1 filed on December 4, 2002), December 4, 2002
(Registration No. 333-101645, as amended by post-effective amendment No. 2 filed on March 10,
2016), January 4, 2006 (Registration No. 333-130844), August 21, 2009 (Registration No.
333-161468), August 2, 2012 (Registration No.
333-183008) and July 28, 2016 (Registration No.
333-212716), all of which are hereby incorporated by reference.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended (PBCL), contain provisions
for mandatory and discretionary indemnification of a corporations 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 or corporate actions), to which any such officer or director is a party
or is threatened to be made a party by reason of such officer or director 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 or her conduct was unlawful.
Section 1742 of the PBCL permits indemnification in derivative and corporate actions if 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, except in respect of any claim, issue or matter as to which the officer or director 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 officer or director 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 the officer or director met the applicable
standard of conduct, and such determination must be made (i) by 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
vote of a quorum 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 a director or officer 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 or she is not entitled to be indemnified by the corporation. Except as otherwise provided in the corporations bylaws, advancement of expenses must be authorized by the board of directors.