UNITED STATES

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):  October 23, 2014

Comcast Corporation

(Exact Name of Registrant
as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

Registrant’s telephone number, including area code: (215) 286-1700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On October 23, 2014, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and nine months ended September 30, 2014.  The press release is attached hereto as Exhibit 99.1. Exhibit 99.2 sets forth the reasons Comcast believes that presentation of the non-GAAP financial measures contained in the press release provides useful information to investors regarding Comcast’s financial condition and results of operations. To the extent material, Exhibit 99.2 also discloses the additional purposes, if any, for which Comcast’s management uses these non-GAAP financial measures.  A reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures is included in the press release itself.  Comcast does not intend for this Item 2.02 or Exhibit 99.1 or Exhibit 99.2 to be treated as “filed” under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01. Exhibits

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 hereunto duly authorized.

Exhibit 99.1

Consolidated 3rd Quarter 2014 Highlights:

·                  Consolidated Revenue Increased 4.0%, Operating Cash Flow Increased 7.0% and Operating Income Increased 9.7%

·                  Free Cash Flow Increased 26.7% to $2.5 Billion

·                  Earnings per Share Increased 52.3% to $0.99; Excluding Income Tax Adjustments and Transaction-Related Costs, EPS Increased 12.3% to $0.73

·                  Quarterly Dividends and Quarterly Share Repurchases Increased 31.6% to $1.3 Billion

Cable Communications 3rd Quarter 2014 Highlights:

·                  Cable Communications Revenue Increased 5.2% and Operating Cash Flow Increased 5.1%

·                  Cable Communications Customer Relationships Increased by 82,000 to 26.9 Million

·                  Video Customer Net Losses Declined to 81,000, The Best Third Quarter Result in 7 Years

·                  High-Speed Internet Customers Increased by 315,000 and Revenue Grew 9.6%

·                  Business Services Revenue Increased 21.0%, Achieving a $4 Billion Annualized Run-Rate

NBCUniversal 3rd Quarter 2014 Highlights:

·                  NBCUniversal Revenue Increased 1.2% and Operating Cash Flow Increased 13.3%;  Operating Cash Flow Margins Expanded to 23.9% from 21.4% in the Prior Year Period

·                  Broadcast Revenue Increased 7.7% and Operating Cash Flow Increased Over $100 Million

·                  NBC Ended the Full 2013-2014 Season Ranked #1 Among Adults 18-49

·                  Theme Parks Revenue Increased 18.7% and Operating Cash Flow Increased 16.9%, Driven by the Successful Opening of The Wizarding World of Harry Potter ™ – Diagon Alley ™ in Orlando

PHILADELPHIA – October 23, 2014… Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter ended September 30, 2014.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I am pleased to report strong revenue, operating cash flow and free cash flow growth for the third quarter of 2014. Cable results highlight the consistent strength of high-speed Internet and business services, and video customer results were the best for a third quarter in seven years.  We continue to focus on innovation and providing the best experience for our customers, and we are thrilled with the response to our superior X1 platform, which recently reached five million boxes deployed. At NBCUniversal, we had another outstanding quarter with double-digit operating cash flow growth, driven by ratings momentum at NBC Broadcast and the successful opening of The Wizarding World of Harry Potter ™– Diagon Alley ™ in Orlando.”

Consolidated Financial Results

For additional detail on segment revenue and expenses, customer metrics, capital expenditures, and free cash flow, please refer to the trending schedules on Comcast’s Investor Relations website at www.cmcsa.com or www.cmcsk.com.

Consolidated Revenue for the third quarter of 2014 increased 4.0% to $16.8 billion. Consolidated Operating Cash Flow increased 7.0% to $5.7 billion. The Time Warner Cable and Charter transaction-related costs of $77 million in the third quarter of 2014 were a similar amount to the $74 million of costs associated with the termination of a pension plan in the third quarter of 2013 (See Table 5). Consolidated Operating Income increased 9.7% to $3.7 billion.

For the nine months ended September 30, 2014, consolidated revenue increased 6.9% to $51.0 billion. Excluding $1.1 billion of revenue generated by the Sochi Olympics in the first quarter of 2014, consolidated revenue increased 4.6%.  Consolidated operating cash flow increased 8.0% to $17.0 billion.  Excluding $138 million of transaction-related costs in the first nine months of 2014 and pension termination costs in the third quarter of 2013, consolidated operating cash flow increased 8.3% (See Table 5). Consolidated operating income increased 12.1% to $11.1 billion.

Earnings per Share (EPS) for the third quarter of 2014 was $0.99, a 52.3% increase from the $0.65 reported in the third quarter of 2013. Excluding income tax adjustments and transaction-related costs in the third quarter of 2014, EPS increased 12.3% to $0.73 (see Table 4).

EPS for the nine months ended September 30, 2014 was $2.46, a 33.7% increase from the $1.84 reported in the prior year. Excluding income tax adjustments, gains on the sales of investments, a resolution of a prior acquisition contingency and transaction-related costs in the first nine months of 2014, as well as a gain on the sale of wireless spectrum licenses in the first quarter of 2013, EPS increased 19.9% to $2.17 (see Table 4).

Capital Expenditures increased 13.0% to $2.0 billion in the third quarter of 2014 compared to the third quarter of 2013. Cable Communications’ capital expenditures increased $212 million, or 14.8%, to $1.6 billion in the third quarter of 2014, primarily reflecting increased investment in support capital as we launch our cloud based initiatives and spending on customer premise equipment related to the deployment of the X1 platform, as well as our ongoing investment in network infrastructure to increase network capacity. Cable capital expenditures represented 14.9% of Cable revenue in the third quarter of 2014 compared to 13.6% in last year’s third quarter.  NBCUniversal’s capital expenditures increased $11 million, or 4.0%, to $295 million in the third quarter of 2014, primarily reflecting increased investments in Theme Parks.

For the nine months ended September 30, 2014, capital expenditures increased 13.1% to $5.2 billion compared to the prior year.  Cable Communications’ capital expenditures increased $516 million, or 13.7%, to $4.3 billion and represented 13.0% of Cable revenue compared to 12.1% in 2013.  NBCUniversal’s capital expenditures increased $77 million, or 9.5%, to $884 million for the first nine months of 2014.

Free Cash Flow increased 26.7% to $2.5 billion in the third quarter of 2014 compared to $2.0 billion in the third quarter of 2013, reflecting growth in consolidated operating cash flow, improvements in working capital and lower cash taxes on operating items, partially offset by higher capital expenditures.  Free cash flow for the nine months ended September 30, 2014 decreased 8.2% to $6.5 billion compared to $7.1 billion in 2013.

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Dividends and Share Repurchases. During the third quarter of 2014, Comcast paid dividends totaling $582 million and repurchased 13.9 million of its common shares for $750 million.  In the first nine months of 2014, Comcast has repurchased 43.8 million of its common shares for $2.3 billion.  As of September 30, 2014, Comcast had approximately $5.25 billion available under its share repurchase authorization.

Cable Communications

Revenue for Cable Communications increased 5.2% to $11.0 billion in the third quarter of 2014 compared to $10.5 billion in the third quarter of 2013, driven by increases of 9.6% in high-speed Internet and 21.0% in business services. The increase in Cable revenue reflects rate adjustments, customers receiving higher levels of services and customer growth (see below).

For the nine months ended September 30, 2014, Cable revenue increased 5.3% to $32.8 billion compared to $31.2 billion in 2013.

Customer relationships increased by 82,000 to 26.9 million during the third quarter of 2014, more than three-times the customer relationship net additions in the third quarter of 2013.  At the end of the third quarter, penetration of our triple product customers increased to 36% compared to 34% in the third quarter of 2013. High-speed Internet customer net additions improved versus last year and were the strongest for a third quarter in five years. Video customer net losses improved 36% year-over-year and were the best result for a third quarter in seven years. Voice net additions slowed, reflecting a focus on double play during the back-to-school season, as well as X1 availability that was more focused on triple play customers last year, making for a difficult comparison.

Operating Cash Flow for Cable Communications increased 5.1% to $4.5 billion in the third quarter of 2014 compared to $4.2 billion in the third quarter of 2013, reflecting higher revenue, partially offset by a 5.3% increase in operating expenses primarily related to higher video programming costs, as well as an increase in advertising, marketing and promotion expenses.  This quarter’s operating cash flow margin was 40.4% compared to 40.5% in 2013.

For the nine months ended September 30, 2014, Cable operating cash flow increased 4.9% to $13.4 billion compared to $12.8 billion in 2013.  Year-to-date operating cash flow margin was 40.9% compared to 41.1% in 2013.

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Revenue for NBCUniversal increased 1.2% to $5.9 billion in the third quarter of 2014 compared to the third quarter of 2013, as revenue growth in Broadcast Television and Theme Parks was partially offset by lower theatrical revenue in the Filmed Entertainment segment.  Operating Cash Flow increased 13.3% to $1.4 billion compared to $1.3 billion in the third quarter of 2013, driven by strong results at Broadcast Television and Theme Parks.

For the nine months ended September 30, 2014, NBCUniversal revenue increased 9.5% to $18.8 billion compared to $17.2 billion in 2013. Excluding $1.1 billion of revenue generated by the Sochi Olympics in the first quarter of 2014, NBCUniversal revenue increased 3.0% (see Table 5).  Operating cash flow increased 22.6% to $4.2 billion compared to $3.4 billion in the first nine months of 2013.

Cable Networks

For the third quarter of 2014, revenue from the Cable Networks segment increased 0.7% to $2.3 billion compared to $2.2 billion in the third quarter of 2013, reflecting a 5.1% increase in distribution revenue, partially offset by a 4.6% decline in advertising revenue, primarily due to a decline in ratings.  Operating cash flow increased 1.8% to $868 million compared to $853 million in the third quarter of 2013, reflecting higher revenue and flat operating costs, even as we continue to invest in programming.

For the nine months ended September 30, 2014, revenue from the Cable Networks segment increased 5.2% to $7.2 billion compared to $6.9 billion in 2013. Excluding $257 million of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 1.5%.  Operating cash flow increased 4.1% to $2.7 billion compared to $2.6 billion in the first nine months of 2013.

Broadcast Television

For the third quarter of 2014, revenue from the Broadcast Television segment increased 7.7% to $1.8  billion compared to $1.6 billion in the third quarter of 2013, driven by an increase in advertising revenue due to strong ratings at the NBC broadcast network, as well as higher retransmission consent fees and an increase in content licensing revenue.  Operating cash flow increased $108 million to $142 million compared to $34 million in the third quarter of 2013, reflecting higher revenue and a slight increase in operating costs and expenses.

For the nine months ended September 30, 2014, revenue from the Broadcast Television segment increased 26.9% to $6.2 billion compared to $4.9 billion in 2013. Excluding $846 million of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 9.6% (see Table 5).  Operating cash flow increased $299 million to $504 million compared to $205 million in the first nine months of 2013.

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Filmed Entertainment

For the third quarter of 2014, revenue from the Filmed Entertainment segment decreased 15.2% to $1.2 billion compared to $1.4 billion in the third quarter of 2013, reflecting a decline in theatrical revenue primarily due to the strong box office performance of Despicable Me 2 in the third quarter of 2013. Operating cash flow decreased 20.3% to $151 million compared to $189 million in the third quarter of 2013, reflecting lower revenue, partially offset by a decrease in the amortization of film costs and reduced advertising, marketing and promotion expense due to a smaller film slate.

For the nine months ended September 30, 2014, revenue from the Filmed Entertainment segment decreased 7.3% to $3.7 billion compared to $4.0 billion in 2013.  Operating cash flow increased $343 million to $634 million compared to $291 million in the first nine months of 2013.

Theme Parks

For the third quarter of 2014, revenue from the Theme Parks segment increased 18.7% to $786 million compared to $661 million in the third quarter of 2013, reflecting higher guest attendance and per capita spending, driven by the successful opening of Orlando’s The Wizarding World of Harry Potter ™ – Diagon Alley ™. Third quarter operating cash flow increased 16.9% to $402 million compared to $343 million in the same period last year, reflecting higher revenue, partially offset by an increase in operating costs to support the new attractions.

For the nine months ended September 30, 2014, revenue from the Theme Parks segment increased 13.1% to $1.9 billion compared to $1.7 billion in 2013.  Operating cash flow increased 9.1% to $816 million compared to $747 million in the first nine months of 2013.

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended September 30, 2014, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $147 million compared to a loss of $169 million in the third quarter of 2013, reflecting lower employee-related costs.

For the nine months ended September 30, 2014, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $470 million compared to a loss of $421 million in 2013.

Corporate, Other and Eliminations primarily include corporate operations, Comcast-Spectacor and eliminations among Comcast’s businesses. For the quarter ended September 30, 2014, Corporate, Other and Eliminations revenue was ($171) million compared to ($191) million in 2013. The operating cash flow loss was $176 million, including $77 million of costs related to the Time Warner Cable and Charter transactions, compared to a loss of $166 million in the third quarter of 2013, including $74 million of costs associated with the termination of a pension plan.

For the nine months ended September 30, 2014, Corporate, Other and Eliminations revenue was ($597) million compared to ($630) million in 2013.  The operating cash flow loss was $543 million, including $138 million of transaction-related costs, compared to a loss of $405 million in the first nine months of 2013, including $74 million of costs associated with the termination of a pension plan.

Notes:

1     We define Operating Cash Flow as operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on the sale of assets, if any.

2     Earnings per share amounts are presented on a diluted basis.

3     We define Free Cash Flow as Net Cash Provided by Operating Activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures, cash paid for intangible assets and cash distributions to noncontrolling interests; and adjusted for any payments and receipts related to certain nonoperating items, net of estimated tax effects.  The definition of Free Cash Flow excludes any impact from Economic Stimulus packages.  These amounts have been excluded from Free Cash Flow to provide an appropriate comparison.

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4     Beginning in 2014, our Cable Communications segment revised its methodology for counting customers related to how we count and report customers who reside in multiple dwelling units (“MDUs”) that are billed under bulk contracts (the “Billable Customers Method”). For MDUs whose residents have the ability to receive additional cable services, such as additional programming choices or our HD or DVR services, we now count and report customers based on the number of potential billable relationships within each MDU. For MDUs whose residents are not able to receive additional cable services, the MDU is now counted as a single customer. Previously, we had counted and reported these customers on an equivalent billing unit basis by dividing monthly revenue received under an MDU’s bulk contract by the standard monthly residential rate where the MDU was located (the “EBU Method”). Video customer metrics for 2013 are now presented on the Billable Customers Method to provide an appropriate comparison.  For high-speed Internet and voice customers, the differences in the customer metrics using the Billable Customers Method and the EBU Method were not material and 2013 data has not been adjusted.

All percentages are calculated on whole numbers. Minor differences may exist due to rounding.

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Conference Call and Other Information

Comcast Corporation will host a conference call with the financial community today, October 23, 2014 at 8:30 a.m. Eastern Time (ET). The conference call and related materials will be broadcast live and posted on its Investor Relations website at www.cmcsa.com or www.cmcsk.com. Those parties interested in participating via telephone should dial (800) 263-8495 with the conference ID number 3387049.  A replay of the call will be available starting at 12:30 p.m. ET on October 23, 2014, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Thursday, October 30, 2014 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 3387049.

From time to time, we post information that may be of interest to investors on our website at www.cmcsa.com or www.cmcsk.com and on our corporate blog, www.corporate.comcast.com/comcast-voices. To automatically receive Comcast financial news by email, please visit www.cmcsa.com or www.cmcsk.com and subscribe to email alerts.

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Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements.  Readers are directed to Comcast’s periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. We undertake no obligation to update any forward-looking statements.

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Non-GAAP Financial Measures

In this discussion, we sometimes refer to financial measures that are not presented according to generally accepted accounting principles in the U.S. (GAAP).  Certain of these measures are considered “non-GAAP financial measures” under the SEC regulations; those rules require the supplemental explanations and reconciliations that are in Comcast’s Form 8-K (Quarterly Earnings Release) furnished to the SEC.

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About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) is a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal.  Comcast Cable is the nation’s largest video, high-speed Internet and phone provider to residential customers under the XFINITY brand and also provides these services to businesses.  NBCUniversal operates 30 news, entertainment and sports cable networks, the NBC and Telemundo broadcast networks, television production operations, television station groups, Universal Pictures and Universal Parks and Resorts.  Visit www.comcastcorporation.com for more information.

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