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 27, 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):

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

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

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

o          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 27, 2015, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and nine months ended September 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 3rd Quarter 2015 Highlights:

·                 Consolidated Revenue Increased 11.2%, Operating Cash Flow Increased 8.4%, and Operating Income Increased 6.9%

·                 Free Cash Flow Increased 6.8%

·                 Excluding Adjustments, Earnings Per Share Increased 9.6%; As Reported, EPS Decreased 19.2%

·                 Quarterly Dividends and Quarterly Share Repurchases Increased $1.5 Billion, or 110.8% to $2.8 Billion

Cable Communications 3rd Quarter 2015 Highlights:

·                 Cable Communications Revenue Increased 6.3% and Operating Cash Flow Increased 6.4%

·                 Customer Relationships Increased by 156,000, a 90% Improvement from the Third Quarter of 2014

·                 Total Revenue per Customer Relationship Increased 4.3%

·                 Video Customer Net Losses Declined to 48,000, a 41% Improvement from the Third Quarter of 2014, and the Best Third Quarter Result in 9 Years

·                 X1 Deployments Continue to Accelerate; Nearly 25% of All Video Customers Now Have X1

·                 High-Speed Internet Customers Increased by 320,000, the Best Third Quarter Result in 6 Years, and Revenue Grew 10.2%

·                 Business Services Revenue Increased 19.5%; Second Largest Contributor to Cable Revenue Growth for 18 of the Last 19 Quarters

NBCUniversal 3rd Quarter 2015 Highlights:

·                 NBCUniversal Revenue Increased 20.8% and Operating Cash Flow Increased 17.0%

·                 NBC Ranked #1 Among Adults 18-49 for the Fifth Summer in a Row; NBC Won the Opening Two Weeks of the 2015-2016 Broadcast Season for the Fourth Straight Year Among Adults 18-49

·                 Universal Pictures is First Studio Ever to Have Three Films Hit $1 Billion in Worldwide Box Office Receipts in the Same Year

·                 Filmed Entertainment Revenue Increased 64.0% and Operating Cash Flow More Than Doubled

·                 Record Attendance at Theme Parks Drove Revenue and Operating Cash Flow Growth of 14.1%

PHILADELPHIA – October 27, 2015… Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter ended September 30, 2015.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I’m pleased to report that our businesses generated outstanding revenue and operating cash flow growth for the third quarter of 2015. At Cable Communications, overall customer relationships increased 156,000, a 90% improvement compared to last year, video subscriber results were the best for a third quarter in 9 years, high-speed Internet subscriber results were the best for a third quarter in 6 years, and churn across all product categories continues to improve. NBCUniversal also delivered terrific results, including another record-breaking box office quarter driven by Minions and Jurassic World, the highest summer attendance ever at our theme parks, and maintaining the #1 broadcast network ranking for the 5th summer in a row.  These outstanding results from our unique portfolio of complementary businesses underscore our confidence that we are well positioned to compete, continue our strong performance and drive shareholder value.”

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 2015 increased 11.2% to $18.7 billion. Consolidated Operating Cash Flow increased 8.4% to $6.2 billion. Excluding $77 million of Time Warner Cable and Charter transaction-related costs in the third quarter of 2014, consolidated operating cash flow increased 7.0% (see Table 5). Consolidated Operating Income increased 6.9% to $4.0 billion.

For the nine months ended September 30, 2015, consolidated revenue increased 8.3% to $55.3 billion.  Consolidated operating cash flow increased 8.0% to $18.4 billion.  Excluding $178 million of transaction-related costs in the first nine months of 2015 and $138 million in the first nine months of 2014, consolidated operating cash flow increased 8.2% (see Table 5). Consolidated operating income increased 7.9% to $12.0 billion.

Earnings per Share (EPS) for the third quarter of 2015 was $0.80, a 19.2% decrease from the $0.99 reported in the third quarter of 2014, which included a $724 million, or $0.28, benefit due to favorable income tax adjustments. Excluding income tax adjustments and transaction-related costs in the third quarter of 2014, EPS increased 9.6% to $0.80 (see Table 4).

EPS for the nine months ended September 30, 2015 was $2.45, a 0.4% decrease from the $2.46 reported in the prior year.  Excluding adjustments in the first nine months of 2015 and 2014, EPS increased 12.0% to $2.43 (see Table 4).

Capital Expenditures increased 11.0% to $2.2 billion in the third quarter of 2015 compared to the third quarter of 2014.  Cable Communications’ capital expenditures increased 12.6% to $1.9 billion in the third quarter of 2015, primarily reflecting increased spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways and our ongoing investment to expand business services. Cable capital expenditures represented 15.8% of Cable revenue in the third quarter of 2015 compared to 14.9% in last year’s third quarter.  NBCUniversal’s capital expenditures decreased 2.2% to $289 million in the third quarter of 2015.

For the nine months ended September 30, 2015, capital expenditures increased 12.8% to $5.9 billion compared to the prior year.  Cable Communications capital expenditures increased $690 million, or 16.1%, to $5.0 billion and represented 14.2% of Cable revenue compared to 13.0% in 2014.  NBCUniversal’s capital expenditures decreased $55 million, or 6.2%, to $829 million for the first nine months of 2015.

Free Cash Flow increased 6.8% to $2.7 billion in the third quarter of 2015 compared to $2.5 billion in the third quarter of 2014, reflecting growth in consolidated operating cash flow, partially offset by higher capital expenditures and cash taxes. Free cash flow for the nine months ended September 30, 2015 increased 13.5% to $7.3 billion compared to $6.5 billion in 2014.

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Dividends and Share Repurchases. During the third quarter of 2015, Comcast paid dividends totaling $623 million and repurchased 37.1 million of its common shares for $2.2 billion.  In the first nine months of 2015, Comcast has repurchased 99.6 million of its common shares for $5.8 billion. Comcast continues to plan to repurchase a total of $6.75 billion of its common shares during 2015.

Cable Communications

Revenue for Cable Communications increased 6.3% to $11.7 billion in the third quarter of 2015 compared to $11.0 billion in the third quarter of 2014, driven by increases of 10.2% in high-speed Internet, 19.5% in business services and 3.3% 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 nine months ended September 30, 2015, Cable revenue increased 6.3% to $34.9 billion compared to $32.8 billion in 2014.

Customer Relationships increased by 156,000 to 27.4 million in the third quarter of 2015, a 74,000 or 90.2% improvement compared to the third quarter of 2014, primarily driven by increases in double product relationships.  Video net losses improved 40.6% year-over-year to 48,000 and were the best result for a third quarter in nine years. High-speed Internet customer net additions of 320,000 improved versus last year and were the strongest for a third quarter in six years, while voice customers grew by 17,000.

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The improvement in video customer net losses in the third quarter of 2015 includes an 11,000 increase in net additions, compared to the third quarter of 2014, related to schools participating in our Xfinity On Campus service. 

Operating Cash Flow for Cable Communications increased 6.4% to $4.7 billion in the third quarter of 2015 compared to $4.5 billion in the third quarter of 2014, reflecting higher revenue, partially offset by a 6.3% 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. This quarter’s operating cash flow margin was 40.4%, consistent with the prior year period.

For the nine months ended September 30, 2015, Cable operating cash flow increased 5.9% to $14.2 billion compared to $13.4 billion in 2014.  Year-to-date operating cash flow margin was 40.7% compared to 40.9% in 2014.

NBCUniversal

Revenue for NBCUniversal increased 20.8% to $7.2 billion in the third quarter of 2015 compared to $5.9 billion in the third quarter of 2014. Operating Cash Flow increased 17.0% to $1.7 billion compared to $1.4 billion in the third quarter of 2014, driven by strong results at Filmed Entertainment and Theme Parks.

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For the nine months ended September 30, 2015, NBCUniversal revenue increased 11.5% to $21.0 billion compared to $18.8 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 16.4% (see Table 5).  Operating cash flow increased 16.9% to $4.9 billion compared to $4.2 billion in the first nine months of 2014.

Cable Networks

For the third quarter of 2015, revenue from the Cable Networks segment increased 7.0% to $2.4 billion compared to $2.3 billion in the third quarter of 2014, driven by an 8.6% increase in distribution revenue and a 2.0% increase in advertising revenue, partially reflecting the introduction of NASCAR on our sports network, NBCSN, as well as a 17.6% increase in content licensing and other revenue. Operating cash flow decreased 3.9% to $835 million compared to $868 million in the third quarter of 2014, reflecting higher revenue, more than offset by increased sports programming costs, driven by the impact of NASCAR.

For the nine months ended September 30, 2015, revenue from the Cable Networks segment decreased 0.2% to $7.2 billion. Excluding $257 million of revenue generated by the Sochi Olympics in the first quarter of 2014, revenue increased 3.5% (see Table 5).  Operating cash flow decreased 2.7% to $2.6 billion in the first nine months of 2015 compared to $2.7 billion in 2014.

Broadcast Television

For the third quarter of 2015, revenue from the Broadcast Television segment increased 11.3% to $2.0 billion compared to $1.8 billion in the third quarter of 2014, reflecting a 33.5% increase in content licensing revenue, higher retransmission consent fees, and a 2.8% increase in advertising revenue. Operating cash flow increased 6.1% to $150 million compared to $142 million in the third quarter of 2014, reflecting higher revenue, partially offset by an increase in programming and production costs associated with the timing of content provided under our licensing agreements and studio production costs.

For the nine months ended September 30, 2015, revenue from the Broadcast Television segment decreased 2.8% to $6.0 billion compared to $6.2 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 5.5% (see Table 5).  Operating cash flow increased 11.8% to $563 million compared to $504 million in the first nine months of 2014.

Filmed Entertainment

For the third quarter of 2015, revenue from the Filmed Entertainment segment increased 64.0% to $1.9 billion compared to $1.2 billion in the third quarter of 2014, driven by higher theatrical revenue from the record performances of Minions and Jurassic World, continuing on the earlier success of Furious 7. Operating cash flow increased $225 million to $376 million compared to $151 million in the third quarter of 2014, 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 nine months ended September 30, 2015, revenue from the Filmed Entertainment segment increased 52.4% to $5.7 billion compared to $3.7 billion in 2014.  Operating cash flow increased 72.2% to $1.1 billion compared to $634 million in the first nine months of 2014.

Theme Parks

For the third quarter of 2015, revenue from the Theme Parks segment increased 14.1% to $896 million compared to $786 million in the third 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™, as well as Fast and Furious: Supercharged at the Hollywood park. Third quarter operating cash flow increased 14.1% to $458 million compared to $402 million in the same period last year, reflecting higher revenue, partially offset by an increase in operating costs to support new attractions and $18 million of transaction-related costs associated with the development of a theme park in China.

For the nine months ended September 30, 2015, revenue from the Theme Parks segment increased 22.9% to $2.3 billion compared to $1.9 billion in 2014.  Operating cash flow increased 31.8% to $1.1 billion compared to $816 million in the first nine months of 2014.

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Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended September 30, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $162 million compared to a loss of $147 million in the third quarter of 2014.

For the nine months ended September 30, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $471 million compared to a loss of $470 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 September 30, 2015, Corporate, Other and Eliminations revenue was ($222) million compared to ($171) million in 2014. The operating cash flow loss was $221 million, including $56 million of expenses related to a contract settlement, compared to a loss of $176 million in the third quarter of 2014, which included $77 million of transaction-related costs.

For the nine months ended September 30, 2015, Corporate, Other and Eliminations revenue was ($619) million compared to ($597) million in 2014.  The operating cash flow loss was $677 million, including $178 million of transaction-related costs, compared to a loss of $543 million in the first nine months of 2014, which included $138 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, October 27, 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 39613302.  A replay of the call will be available starting at 11:30 a.m. ET on October 27, 2015, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Tuesday, November 3, 2015 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 39613302.

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 one of the nation’s largest video, high-speed Internet and phone providers 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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