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):  July 23, 2015

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 July 23, 2015, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and six months ended June 30, 2015.  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 2nd Quarter 2015 Highlights:

·     Consolidated Revenue Increased 11.3%, Operating Cash Flow Increased 8.0%, and Operating Income Increased 7.9%

·     Free Cash Flow Increased 30.0%

·     Earnings per Share Increased 10.5% to $0.84; Excluding Adjustments, EPS Increased 12.0%

·     Quarterly Dividends and Quarterly Share Repurchases Increased $878 Million, or 65.8%, to $2.2 Billion

Cable Communications 2nd Quarter 2015 Highlights:

·     Cable Communications Revenue Increased 6.3% and Operating Cash Flow Increased 5.1%

·     Customer Relationships Increased by 31,000, a 56,000 Improvement from the Second Quarter of 2014

·     Total Revenue per Customer Relationship Increased 4.5%

·     Video Customer Net Losses Declined to 69,000, a 52% Improvement from the Second Quarter of 2014, and The Best Second Quarter Result in Nine Years

·     X1 Deployments Continue to Accelerate; Nearly One-Third of Triple Play Customers Now Have X1

·     High-Speed Internet Customers Increased by 180,000 and Revenue Grew 10.0%

·     Business Services Revenue Increased 20.4%; Second Largest Contributor to Cable Revenue Growth for 17 of the Last 18 Quarters

NBCUniversal 2nd Quarter 2015 Highlights:

·     NBCUniversal Revenue Increased 20.2% and Operating Cash Flow Increased 19.4%

·     NBC Ended the Broadcast Season Ranked #1 Among Adults 18-49 for the Second Year in a Row

·     Universal Pictures is #1 in Domestic and International Box Office Receipts This Year

·     Filmed Entertainment Revenue Increased 92.7% and Operating Cash Flow More Than Doubled

·     Theme Parks Revenue Increased 25.7% and Operating Cash Flow Increased 44.9%

PHILADELPHIA – July 23, 2015… Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter ended June 30, 2015.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “Our second quarter results, including 11.3% revenue growth and 8.0% operating cash flow growth, demonstrate the strength and momentum we are seeing across our businesses.  In Cable, high-speed Internet and business services continued to perform extremely well, and, significantly, this was the best second quarter video customer results we’ve had in nine years. Our focus on accelerating the deployment of our transformative X1 platform, as well as efforts to improve customer service, are clearly making a difference, with lower churn across all product categories. NBCUniversal had an exceptional quarter, led by the record-breaking box office performances of Jurassic World and Furious 7 and continued strong momentum in our theme parks. In addition, NBC won the 2014-2015 broadcast season for adults 18-49. Our teams are executing incredibly well across our strong and diversified portfolio, and I am excited for what we can deliver in the rest of 2015 and beyond.”

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 second quarter of 2015 increased 11.3% to $18.7 billion. Consolidated Operating Cash Flow increased 8.0% to $6.3 billion. Excluding $79 million of Time Warner Cable and Charter transaction-related costs in the second quarter of 2015 and $44 million in the second quarter of 2014, consolidated operating cash flow increased 8.5% (See Table 5). Consolidated Operating Income increased 7.9% to $4.1 billion.

For the six months ended June 30, 2015, consolidated revenue increased 6.8% to $36.6 billion.  Consolidated operating cash flow increased 7.8% to $12.2 billion.  Excluding $178 million of transaction-related costs in the first six months of 2015 and $61 million in the first six months of 2014, consolidated operating cash flow increased 8.7% (See Table 5). Consolidated operating income increased 8.4% to $8.0 billion.

Earnings per Share (EPS) for the second quarter of 2015 was $0.84, a 10.5% increase from the $0.76 reported in the second quarter of 2014. Excluding a gain on the settlement of a contingent consideration liability with General Electric Company, a gain on the sale of an investment, a loss resulting from the early redemption of debt, transaction-related costs, and a loss on an investment in the second quarter of 2015, as well as a gain on the sale of an investment and transaction-related costs in the second quarter of 2014, EPS increased 12.0% to $0.84 (See Table 4).

EPS for the six months ended June 30, 2015 was $1.65, a 12.2% increase from the $1.47 reported in the prior year.  Excluding a gain on the settlement of a contingent consideration liability with General Electric Company, gains on the sale of an investment and business, a loss resulting from the early redemption of debt, transaction-related costs, and a loss on an investment in the first six months of 2015, as well as gains on the sales of investments, a favorable resolution of a prior acquisition contingency and transaction-related costs in the first six months of 2014, EPS increased 14.0% to $1.63 (See Table 4).

Capital Expenditures increased 9.6% to $2.0 billion in the second quarter of 2015 compared to the second quarter of 2014. Cable Communications’ capital expenditures increased 12.3% to $1.7 billion in the second quarter of 2015, primarily reflecting increased spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways, our ongoing investment in network infrastructure to increase network capacity, and increased investment in support capital as we expand our cloud based initiatives. Cable capital expenditures represented 14.3% of Cable revenue in the second quarter of 2015 compared to 13.5% in last year’s second quarter.  NBCUniversal’s capital expenditures decreased 8.5% to $272 million in the second quarter of 2015, primarily reflecting decreased investments in facilities, partially offset by increased spending at our Theme Parks.

For the six months ended June 30, 2015, capital expenditures increased 13.9% to $3.7 billion compared to the prior year.  Cable Communications capital expenditures increased $483 million, or 18.3%, to $3.1 billion and represented 13.5% of Cable revenue compared to 12.1% in 2014.  NBCUniversal’s capital expenditures decreased $49 million, or 8.2%, to $540 million for the first six months of 2015.

Free Cash Flow increased 30.0% to $1.5 billion in the second quarter of 2015 compared to $1.2 billion in the second quarter of 2014, reflecting growth in consolidated operating cash flow and improvements in working capital, partially offset by higher capital expenditures and cash taxes. Free cash flow for the six months ended June 30, 2015 increased 17.7% to $4.7 billion compared to $4.0 billion in 2014.

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Dividends and Share Repurchases. During the second quarter of 2015, Comcast paid dividends totaling $628 million and repurchased 27.4 million of its common shares for $1.6 billion.  In the first six months of 2015, Comcast has repurchased 62.5 million of its common shares for $3.6 billion. As of June 30, 2015, Comcast had $6.4 billion available under its share repurchase authorization.

Cable Communications

Revenue for Cable Communications increased 6.3% to $11.7 billion in the second quarter of 2015 compared to $11.0 billion in the second quarter of 2014, driven by increases of 10.0% in high-speed Internet, 20.4% in business services and 3.7% in video. The increase in Cable revenue reflects increased customer relationships (See below), customers receiving higher levels of service and customers taking additional services, as well as rate adjustments.

For the six months ended June 30, 2015, Cable revenue increased 6.3% to $23.2 billion compared to $21.8 billion in 2014.

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Customer Relationships increased by 31,000 to 27.3 million in the second quarter of 2015, a 56,000 improvement compared to the second quarter of 2014 and driven by increases in double and triple product relationships.  At the end of the second quarter, our double and triple product customers increased to 69% of our total customer relationships compared to 68% in the second quarter of 2014. Video net losses improved 52% year-over-year to 69,000 and were the best result for a second quarter in nine years, while High-Speed Internet customers grew by 180,000 and Voice net additions were 49,000.

Operating Cash Flow for Cable Communications increased 5.1% to $4.8 billion in the second quarter of 2015 compared to $4.6 billion in the second quarter of 2014, reflecting higher revenue, partially offset by a 7.2% increase in operating expenses primarily related to higher video programming costs, as well as an increase in technical and product support expenses driven by an acceleration in the deployment of X1 and investments to improve the customer experience. As a result, this quarter’s operating cash flow margin was 40.9% compared to 41.4% in the prior year period.

For the six months ended June 30, 2015, Cable operating cash flow increased 5.7% to $9.5 billion compared to $9.0 billion in 2014.  Year-to-date operating cash flow margin was 40.9% compared to 41.1% in 2014.

NBCUniversal

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Revenue for NBCUniversal increased 20.2% to $7.2 billion in the second quarter of 2015 compared to $6.0 billion in the second quarter of 2014. Operating Cash Flow increased 19.4% to $1.7 billion compared to $1.4 billion in the second quarter of 2014, driven by strong results at Filmed Entertainment and Theme Parks.

For the six months ended June 30, 2015, NBCUniversal revenue increased 7.3% to $13.8 billion compared to $12.9 billion in 2014. Excluding $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015 and $1.1 billion of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 14.2% (See Table 5).  Operating cash flow increased 16.8% to $3.2 billion compared to $2.7 billion in the first six months of 2014.

Cable Networks

For the second quarter of 2015, revenue from the Cable Networks segment decreased 1.0% to $2.5 billion, reflecting a 26.3% decrease in content licensing and other revenue due to the timing of content provided under our licensing agreements and a 3.0% decline in advertising revenue, partially offset by a 5.6% increase in distribution revenue. Operating cash flow decreased 4.6% to $872 million compared to $914 million in the second quarter of 2014, reflecting lower revenue and modest increases in other operating and administrative expenses.

For the six months ended June 30, 2015, revenue from the Cable Networks segment decreased 3.5% to $4.8 billion compared to $5.0 billion in 2014. Excluding $257 million of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 1.8% (See Table 5).  Operating cash flow decreased 2.2% to $1.8 billion in the first six months of 2015.

Broadcast Television

For the second quarter of 2015, revenue from the Broadcast Television segment remained flat at $1.8 billion, reflecting a slight increase in advertising revenue and higher retransmission consent fees, which were offset by lower content licensing revenue. Operating cash flow decreased 3.7% to $231 million compared to the second quarter of 2014, primarily reflecting increases in other operating and administrative expenses, which were largely offset by a decrease in programming and production costs associated with the timing of the airing of certain shows in our primetime schedule.

For the six months ended June 30, 2015, revenue from the Broadcast Television segment decreased 8.5% to $4.1 billion compared to $4.4 billion in 2014.  Excluding $376 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2015, as well as $846 million of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 2.6% (See Table 5).  Operating cash flow increased 14.0% to $413 million compared to $362 million in the first six months of 2014.

Filmed Entertainment

For the second quarter of 2015, revenue from the Filmed Entertainment segment increased 92.7% to $2.3 billion, driven by higher theatrical revenue from the record performances of Furious 7 and Jurassic World. Operating cash flow increased $227 million to $422 million, reflecting higher revenue, partially offset by an increase in the amortization of film costs and higher advertising, marketing and promotion expense due to a larger film slate.

For the six months ended June 30, 2015, revenue from the Filmed Entertainment segment increased 46.9% to $3.7 billion compared to $2.5 billion in 2014.  Operating cash flow increased 48.1% to $715 million compared to $483 million in the first six months of 2014.

Theme Parks

For the second quarter of 2015, revenue from the Theme Parks segment increased 25.7% to $773 million compared to $615 million in the second quarter of 2014, reflecting higher guest attendance and per capita spending, driven by the continued success of Orlando’s The Wizarding World of Harry Potter™ – Diagon Alley™. Second quarter operating cash flow increased 44.9% to $354 million compared to $244 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 six months ended June 30, 2015, revenue from the Theme Parks segment increased 29.2% to $1.4 billion compared to $1.1 billion in 2014.  Operating cash flow increased 48.9% to $617 million compared to $414 million in the first six months of 2014.

5

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended June 30, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $167 million compared to a loss of $159 million in the second quarter of 2014.

For the six months ended June 30, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $309 million compared to a loss of $323 million in 2014.

Corporate, Other and Eliminations

Corporate, Other and Eliminations primarily include corporate operations, Comcast-Spectacor and eliminations among Comcast’s businesses. For the quarter ended June 30, 2015, Corporate, Other and Eliminations revenue was ($216) million compared to ($201) million in 2014. The operating cash flow loss was $244 million, including $79 million of transaction-related costs, compared to a loss of $194 million in the second quarter of 2014, which included $44 million of transaction-related costs.

For the six months ended June 30, 2015, Corporate, Other and Eliminations revenue was ($397) million compared to ($426) million in 2014.  The operating cash flow loss was $456 million, including $178 million of transaction-related costs, compared to a loss of $367 million in the first six months of 2014, which included $61 million of transaction-related costs.

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, principal payments on capital leases and cash distributions to noncontrolling interests; and adjusted for any payments and receipts related to certain nonoperating items, net of estimated tax benefits.  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.

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, July 23, 2015 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 60425188.  A replay of the call will be available starting at 12:30 p.m. ET on July 23, 2015, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Friday, July 31, 2015 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 60425188.

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 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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