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):  February 3, 2016

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 February 3, 2016, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and twelve months ended December 31, 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

Full Year 2015 Highlights:

·                 Consolidated Revenue Increased 8.3%, Operating Cash Flow Increased 7.7%, Operating Income Increased 7.3% and Free Cash Flow Increased 9.4% to $8.9 Billion

·                 Earnings per Share Increased 1.3% to $3.24; On an Adjusted Basis, EPS Increased 10.9% to $3.25

·                 Cable Communications Revenue Increased 6.2% and Operating Cash Flow Increased 5.6%

·                 Customer Relationships Increased by 666,000, an 85.9% Improvement Compared to 2014; Best Video Customer Results in 9 Years; Best High-Speed Internet Customer Results in 8 Years

·                 NBCUniversal Revenue Increased 11.9% and Operating Cash Flow Increased 14.8%

4th Quarter 2015 Highlights:

·                 Consolidated Revenue Increased 8.5%, Operating Cash Flow Increased 6.7% and Operating Income Increased 5.7%

·                 Earnings per Share Increased 6.8% to $0.79; On an Adjusted Basis, EPS Increased 5.2% to $0.81

·                 Cable Communications Revenue Increased 5.9% and Operating Cash Flow Increased 4.6%

·                 Customer Relationships Increased by 281,000, a 57.6% Increase from the Fourth Quarter of 2014; Best Video Customer Results for a Quarter in 8 Years; Best Fourth Quarter High-Speed Internet Customer Results in 9 Years

·                 NBCUniversal Revenue Increased 13.0% and Operating Cash Flow Increased 8.7%

Dividends and Share Repurchase:

·                 Dividends and Share Repurchases Increased 41.2% to $9.2 Billion in 2015

·                 Dividend to Increase 10% to $1.10 per Share on an Annualized Basis; Share Repurchase Authorization to Increase to $10.0 Billion, with $5.0 Billion to be Repurchased in 2016

PHILADELPHIA – February 3, 2016… Comcast Corporation (NASDAQ: CMCSA) today reported results for the quarter and year ended December 31, 2015.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I am exceptionally proud of our results this year, which were driven by strong performances in each of our core businesses. At Comcast Cable, our focus on delivering the most innovative products and improving the customer experience led to fantastic operating metrics, including our best video customer results in nine years, and our best high-speed Internet customer results in eight years. NBCUniversal had a remarkable year, with record-breaking results at both Theme Parks and Film, and continued success at NBC, which was number one in primetime for the second consecutive season.  As we enter 2016, the momentum we see across our portfolio is truly exciting.  We are executing at the highest level, investing prudently, and energized and focused on driving growth and shareholder value.  Underscoring our confidence in our company, we are increasing our dividend by 10% to $1.10 per share and we also plan to repurchase $5.0 billion of our stock this year.”

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.

Consolidated Revenue for the fourth quarter of 2015 increased 8.5% to $19.2 billion. Consolidated Operating Cash Flow increased 6.7% to $6.3 billion. Consolidated Operating Income increased 5.7% to $4.0 billion. On November 13, 2015, we acquired a 51% interest in the Universal Studios theme park located in Osaka, Japan (“Universal Studios Japan”). Fourth quarter and full-year 2015 results include $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date. Consolidated revenue for the fourth quarter of 2015 excluding Universal Studios Japan increased 7.6%. Consolidated operating cash flow excluding Universal Studios Japan, as well as $22 million of costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015 and $99 million of Time Warner Cable and Charter transaction-related costs in the fourth quarter of 2014, increased 4.0% (see Table 5).

For the year ended December 31, 2015, consolidated revenue increased 8.3% to $74.5 billion. Consolidated operating cash flow increased 7.7% to $24.7 billion. Consolidated operating income increased 7.3% to $16.0 billion. Full-year 2015 results include $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date. Consolidated revenue for the full year 2015 excluding Universal Studios Japan, as well as $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, increased 9.3%. Consolidated operating cash flow excluding Universal Studios Japan, as well as $178 million of transaction-related costs in 2015 and $237 million in 2014, and $22 million of costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015, increased 7.1% (see Table 5).

Earnings per Share (EPS) for the fourth quarter of 2015 was $0.79, a 6.8% increase from the $0.74 reported in the fourth quarter of 2014. Excluding a $0.02 loss on an investment resulting from our proportionate share of an impairment loss recorded at The Weather Channel in the fourth quarter of 2015, as well as $0.03 of transaction-related costs in the fourth quarter of 2014, EPS increased 5.2% to $0.81 (see Table 4).

EPS for the year ended December 31, 2015 was $3.24, a 1.3% increase from the $3.20 reported in the prior year. On an adjusted basis, EPS increased 10.9% to $3.25 (see Table 4).

Capital Expenditures increased 18.6% to $2.6 billion in the fourth quarter of 2015 compared to the fourth quarter of 2014. Cable Communications’ capital expenditures increased $190 million, or 10.2%, to $2.1 billion in the fourth quarter of 2015, primarily reflecting our continued spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways and increased investment in network infrastructure to increase network capacity. Cable capital expenditures represented 17.2% of Cable revenue in the fourth quarter of 2015 compared to 16.5% in last year’s fourth quarter.  NBCUniversal’s capital expenditures increased $220 million, or 65.2%, to $557 million in the fourth quarter of 2015, primarily reflecting increased spending at Theme Parks, including a land purchase adjacent to an existing theme park of $130 million and $12 million attributable to Universal Studios Japan.

For the year ended December 31, 2015, capital expenditures increased 14.5% to $8.5 billion compared to the prior year. Cable Communications’ capital expenditures increased $880 million, or 14.3%, to $7.0 billion, primarily reflecting increased spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways, as well as increased investment in our network.  For the year, Cable capital expenditures represented 15.0% of Cable revenue compared to 13.9% in 2014.  NBCUniversal’s capital expenditures increased $165 million, or 13.5%, to $1.4 billion in 2015, primarily reflecting increased investments in Theme Parks.

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Free Cash Flow decreased 6.3% to $1.6 billion in the fourth quarter of 2015 compared to $1.7 billion in the fourth quarter of 2014, reflecting growth in consolidated operating cash flow and lower cash taxes, offset by higher capital expenditures and increased working capital.

Free cash flow for the year ended December 31, 2015 increased 9.4% to $8.9 billion compared to $8.2 billion in 2014, reflecting growth in consolidated operating cash flow and improvement in working capital, partially offset by increased capital expenditures.

Dividends and Share Repurchases. During the fourth quarter of 2015, Comcast paid dividends totaling $614 million and repurchased 16.3 million of its common shares for $980 million.  For the full year, Comcast repurchased 115.9 million of its common shares for $6.75 billion and made four cash dividend payments totaling $2.4 billion, resulting in a total return of capital to shareholders of $9.2 billion for 2015.

Today, Comcast announced that its Board of Directors has increased its stock repurchase program authorization to $10.0 billion.  Comcast expects to repurchase $5.0 billion of its Class A common stock during 2016, subject to market conditions.

In addition, Comcast announced that it increased its dividend by 10.0% to $1.10 per share on an annualized basis.  In accordance with the increase, the Board of Directors declared a quarterly cash dividend of $0.275 a share on the company’s common stock, payable on April 27, 2016 to shareholders of record as of the close of business on April 6, 2016.

Cable Communications

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Revenue for Cable Communications increased 5.9% to $12.0 billion in the fourth quarter of 2015 compared to $11.3 billion in the fourth quarter of 2014, driven by increases of 9.8% in high-speed Internet, 4.4% in video and 18.9% in business services, partially offset by a 9.3% decline in advertising due to lower political advertising revenue. The increase in Cable revenue reflects increased customer relationships (see below), customers receiving higher levels of service, customers taking additional services, as well as rate adjustments.

For the year ended December 31, 2015, Cable revenue increased 6.2% to $46.9 billion compared to $44.1 billion in 2014, driven by growth in high-speed Internet, business services and video.

Customer relationships increased by 281,000 to 27.7 million during the fourth quarter of 2015, a 57.6% improvement compared to an increase of 178,000 in the fourth quarter of 2014, driven by increases in double product and triple product relationships.  Video customer net additions of 89,000 were the best result for a quarter in eight years, high-speed Internet customer net additions of 460,000 were the best result for a fourth quarter in nine years, and Voice customer net additions improved to 139,000.

For the year ended December 31, 2015, customer relationships increased by 666,000, an 85.9% improvement compared to net additions of 358,000 in 2014. Video customer net losses of 36,000 improved by 81.7% year-over-year and were the best result in nine years. High-speed Internet customer net additions of 1.4 million marked the tenth consecutive year of more than one million net additions, and were the best result in eight years. Voice customer net additions slowed to 282,000.

Operating Cash Flow for Cable Communications increased 4.6% to $4.9 billion in the fourth quarter of 2015 compared to $4.7 billion in the fourth quarter of 2014, reflecting higher revenue, partially offset by a 6.8% increase in operating expenses primarily related to a 9.0% increase in technical and product support expenses, driven by an acceleration in the deployment of X1 and investments to improve the customer experience, as well as a 4.7% increase in video programming costs and a 12.0% increase in advertising, marketing and promotion costs. This quarter’s operating cash flow margin was 40.9% compared to 41.4% in the fourth quarter of 2014.

For the year ended December 31, 2015, Cable operating cash flow increased 5.6% to $19.1 billion compared to $18.1 billion in 2014, driven by higher revenue, partially offset by a 6.7% increase in operating expenses primarily related to a 7.1% increase in video programming costs, as well as higher technical and product support expenses and higher advertising, marketing and promotion costs.  For the year, operating cash flow margin was 40.8% compared to 41.0% in the prior year.

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NBCUniversal

Revenue for NBCUniversal increased 13.0% to $7.5 billion in the fourth quarter of 2015 compared to $6.6 billion in the fourth quarter of 2014. Operating Cash Flow increased 8.7% to $1.6 billion compared to $1.4 billion in the fourth quarter of 2014. Fourth quarter results include $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date. Revenue for NBCUniversal excluding Universal Studios Japan increased 10.5%. Operating Cash flow excluding Universal Studios Japan and $22 million of costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015, increased 4.7%, driven by strong results at Filmed Entertainment and Theme Parks (see Table 5).

For the year ended December 31, 2015, NBCUniversal revenue increased 11.9% to $28.5 billion compared to $25.4 billion in 2014. Operating cash flow increased 14.8% to $6.4 billion compared to $5.6 billion in 2014. Full-year 2015 results include $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date. Revenue for NBCUniversal excluding Universal Studios Japan, as well as $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, increased 14.8%. Operating cash flow excluding Universal Studios Japan and $22 million of costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015, increased 13.8%, reflecting strong results at Filmed Entertainment and Theme Parks (see Table 5).

Cable Networks

For the fourth quarter of 2015, Cable Networks segment revenue increased 3.4% to $2.4 billion and operating cash flow decreased 1.9% to $894 million. These results reflect a 6.8% increase in distribution revenue, partially reflecting NASCAR on our sports network, NBCSN, which was more than offset by a modest 0.3% decline in advertising revenue and an increase in sports programming costs, reflecting the impact of NASCAR and higher programming costs for the English Premier League.

For the year ended December 31, 2015, revenue from the Cable Networks segment increased 0.7% to $9.6 billion. Excluding $257 million of revenue generated by the 2014 Sochi Olympics, revenue increased 3.5% (see Table 5), reflecting a 6.5% increase in distribution revenue and a 0.6% increase in advertising, partially offset by lower content licensing and other revenue. Operating cash flow decreased 2.5% to $3.5 billion compared to $3.6 billion in 2014, reflecting a modest increase in reported revenue and higher programming costs.

Broadcast Television

For the fourth quarter of 2015, revenue from the Broadcast Television segment increased 7.0% to $2.5  billion compared to $2.3 billion in the fourth quarter of 2014, reflecting a 7.0% increase in advertising revenue, primarily driven by higher rates, a 34.9% increase in content licensing revenue, and higher retransmission consent fees. Operating cash flow decreased 5.6% to $217 million compared to $230

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million in the fourth quarter of 2014, reflecting higher revenue, more than offset by higher operating costs and expenses.

For the year ended December 31, 2015, revenue from the Broadcast Television segment was stable at $8.5 billion.  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 2014 Sochi Olympics, revenue increased 6.0% (see Table 5), reflecting a 13.7% increase in content licensing revenue, a 4.1% increase in advertising revenue, and higher retransmission consent fees. Operating cash flow increased 6.3% to $780 million compared to $734 million in 2014.

Filmed Entertainment

For the fourth quarter of 2015, revenue from the Filmed Entertainment segment increased 25.8% to $1.6 billion compared to $1.3 billion in the fourth quarter of 2014, reflecting a 74.9% increase in home entertainment revenue driven by the strong performances of Minions and Jurassic World, as well as a 22.7% increase in content licensing revenue, partially offset by a 37.5% decline in theatrical revenue. Operating cash flow increased 84.6% to $143 million compared to $77 million in the fourth quarter of 2014, reflecting higher revenue, partially offset by a 22.1% increase in operating costs, primarily driven by an increase in the amortization of film costs.

For the year ended December 31, 2015, revenue from the Filmed Entertainment segment increased 45.5% to $7.3 billion compared to $5.0 billion in 2014, driven by higher theatrical revenue from the record performances of Minions, Jurassic World, and Furious 7.  Operating cash flow increased 73.5% to $1.2 billion compared to $711 million in 2014, reflecting higher revenue, partially offset by a 40.9% increase in operating expenses, primarily driven by an increase in the amortization of film costs and higher advertising, marketing and promotion expense due to a larger film slate.

Theme Parks

For the fourth quarter of 2015, revenue from the Theme Parks segment increased 38.6% to $1.0 billion compared to $735 million in the fourth quarter of 2014. Fourth quarter operating cash flow increased 36.6% to $452 million compared to $330 million in the same period last year. Previously reported amounts have been adjusted to include costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015. Excluding $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date, revenue increased 15.5% and operating cash flow increased 12.3% (see Table 5). These results reflect higher guest attendance and per capita spending, driven by the continued success of Orlando’s The Wizarding World of Harry Potter™ — Diagon Alley™, Hollywood’s Fast and Furious: Supercharged, as well as Halloween Horror Nights at the Orlando and Hollywood parks, partially offset by an increase in operating costs to support new attractions.

For the year ended December 31, 2015, revenue from the Theme Parks segment increased 27.3% to $3.3 billion compared to $2.6 billion in 2014. Operating cash flow increased 33.5% to $1.5 billion compared to $1.1 billion in 2014. Previously reported amounts have been adjusted to include costs associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015. Excluding $169 million of revenue and $80 million of operating cash flow attributable to Universal Studios Japan from its acquisition date, revenue increased 20.8% and operating cash flow increased 26.2% (see Table 5), driven by Orlando’s The Wizarding World of Harry Potter™ — Diagon Alley™, which opened July 8th 2014.

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended December 31, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $155 million compared to a loss of $122 million in the fourth quarter of 2014. Previously reported amounts have been adjusted to offset the costs included in the Theme Parks segment associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015.

For the year ended December 31, 2015, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $563 million compared to a loss of $542 million in 2014. Previously reported amounts have been adjusted to offset the costs included in the Theme Parks segment associated with a change in the presentation of amounts payable for a contractual obligation4 in the fourth quarter of 2015.

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Corporate, Other and Eliminations primarily include corporate operations, Comcast-Spectacor and eliminations among Comcast’s businesses. For the quarter ended December 31, 2015, Corporate, Other and Eliminations revenue was ($212) million compared to ($196) million in 2014. The operating cash flow loss was $179 million, compared to a loss of $234 million in the fourth quarter of 2014, including $99 million of transaction-related costs.

For the year ended December 31, 2015, Corporate, Other and Eliminations revenue was ($831) million compared to ($793) million in 2014.  The operating cash flow loss was $856 million, including $178 million of transaction-related costs and $56 million of expenses related to a contract settlement, compared to a loss of $777 million in 2014, including $237 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.

4     NBCUniversal changed its method of accounting for a contractual obligation that involves an interest in the revenue of certain theme parks. As a result of the change, beginning in the fourth quarter of 2015, amounts payable based on current period revenue are presented in operating costs and expenses. Amounts paid through the third quarter of 2015 were included in other income (expense), net in our consolidated statement of income. For segment reporting purposes, we have adjusted periods prior to the fourth quarter of 2015 to reflect this expense on a consistent basis for all periods in the Theme Parks segment, which resulted in an offsetting adjustment in NBCUniversal Headquarters, Other and Eliminations.

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, February 3, 2016 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. Those parties interested in participating via telephone should dial (800) 263-8495 with the conference ID number 9896818.  A replay of the call will be available starting at 11:30 a.m. ET on Wednesday, February 3, 2016, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Wednesday, February 10, 2016 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 9896818.

From time to time, we post information that may be of interest to investors on our website at www.cmcsa.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 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) 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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