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 27, 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 July 27, 2016, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and six months ended June 30, 2016.  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 2016 Highlights:

·     Consolidated Revenue Increased 2.8%, Operating Income Decreased 1.0%, Operating Cash Flow Increased 3.0%

·      Net Cash Provided by Operating Activities was $4.3 Billion, Free Cash Flow was $1.4 Billion

·      Earnings per Share Decreased 1.2% to $0.83

·      Dividends per Share Increased 10% and Share Repurchases were $1.1 billion

Cable Communications 2nd Quarter 2016 Highlights:

·      Cable Communications Revenue Increased 6.0% and Operating Cash Flow Increased 5.7%

·      Customer Relationships Increased by 115,000, an 83,000 Improvement from the Second Quarter of 2015

·      Total Revenue per Customer Relationship Increased 3.0%

·      Video Customers Net Losses Improved to 4,000, the Best Second Quarter Result in Over 10 Years; Nearly 40% of All Video Customers Now Have X1

·      High-Speed Internet Customers Increased by 220,000, the Best Second Quarter Result in 8 Years

·      Business Services Revenue Increased 17.0%

NBCUniversal 2nd Quarter 2016 Highlights:

·      Broadcast Operating Cash Flow Increased 70.5%, Reflecting Growth in Content Licensing, Retransmission and Advertising Revenues

·      Theme Parks Operating Cash Flow Increased 40.5%, Primarily Reflecting the Inclusion of Universal Studios Japan, as well as the Successful Opening of The Wizarding World of Harry PotterTM in Hollywood

·      Cable Networks Operating Cash Flow Increased 8.3%, Driven by Higher Affiliate Revenue

PHILADELPHIA – July 27, 2016… Comcast Corporation (NASDAQ: CMCSA) today reported results for the quarter ended June 30, 2016.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I am pleased to report excellent results as our momentum continues across our businesses. Our Cable subscriber and financial performance during the quarter was outstanding. We more than tripled our customer relationship net additions, with our best second quarter Internet customer results in eight years and our best second quarter video customer results in over ten years, and we successfully balanced this with strong operating cash flow growth. Despite an expected difficult comparison to last year’s record second quarter film slate, NBCUniversal achieved solid results, driven by strength in our TV businesses and Theme Parks, which benefitted from the successful opening of The Wizarding World of Harry PotterTM in Hollywood. I am excited about the opportunities ahead for our company as we work together to bring people incredible technology, and memorable experiences, and there is no better example than the Olympic Games. The entire organization is gearing up to deliver the most comprehensive and innovative Olympics coverage in history starting next week, which will showcase the incredible breadth of NBCUniversal together with Comcast Cable and the X1 platform.”

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 second quarter of 2016 increased 2.8% to $19.3 billion. Consolidated Operating Income decreased 1.0% to $4.1 billion. Consolidated Operating Cash Flow increased 3.0% to $6.5 billion. Excluding $79 million of Time Warner Cable and Charter transaction-related costs in the second quarter of 2015, consolidated operating cash flow increased 1.7% (see Table 7).

For the six months ended June 30, 2016, consolidated revenue increased 4.0% to $38.1 billion.  Excluding $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015, consolidated revenue increased 5.1% (see Table 7). Consolidated operating income increased 2.0% to $8.2 billion. Consolidated operating cash flow increased 4.9% to $12.8 billion. Excluding $178 million of transaction-related costs in the first six months of 2015, consolidated operating cash flow increased 3.4% (see Table 7).

Earnings per Share (EPS) for the second quarter of 2016 was $0.83, a 1.2% decrease compared to the second quarter of 2015 (see Table 5).

EPS for the six months ended June 30, 2016 was $1.70, a 3.0% increase from the $1.65 reported in the prior year.  Excluding adjustments in the first quarter of 2016 and the first six months of 2015, EPS increased 2.5% to $1.67 (see Table 5).

Capital Expenditures increased 15.2% to $2.3 billion in the second quarter of 2016. Cable Communications’ capital expenditures increased 12.0% to $1.9 billion in the second quarter of 2016, reflecting increased investment in line extensions, a higher level of investment in scalable infrastructure to increase network capacity and continued spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways. Cable capital expenditures represented 15.1% of Cable revenue in the second quarter of 2016 compared to 14.3% in last year’s second quarter. NBCUniversal’s capital expenditures increased 32.4% to $360 million in the second quarter of 2016, primarily reflecting increased spending at our Theme Parks, which now includes Universal Studios Japan.

For the six months ended June 30, 2016, capital expenditures increased 12.4% to $4.2 billion compared to the prior year. Cable Communications capital expenditures increased 10.6% to $3.5 billion and represented 14.0% of Cable revenue compared to 13.5% in 2015.  NBCUniversal’s capital expenditures increased 21.3% to $655 million for the first six months of 2016.

Net Cash Provided by Operating Activities increased 19.1% to $4.3 billion in the second quarter of 2016. Free Cash Flow decreased 5.4% to $1.4 billion, reflecting growth in consolidated operating cash flow, offset by higher capital expenditures. Net cash provided by operating activities for the six months ended June 30, 2016 increased 6.2% to $9.4 billion. Free cash flow decreased 9.8% to $4.2 billion compared to 2015 (see Table 4).

Dividends and Share Repurchases. During the second quarter of 2016, Comcast paid dividends totaling $670 million and repurchased 18.4 million of its common shares for $1.1 billion.  In the first six months of 2016, Comcast has repurchased 40.4 million of its common shares for $2.4 billion. As of June 30, 2016, Comcast had $7.6 billion available under its share repurchase authorization.

2

Cable Communications

Revenue for Cable Communications increased 6.0% to $12.4 billion in the second quarter of 2016, driven primarily by increases in high-speed Internet, business services, and video revenue. High-speed Internet revenue increased 8.6%, reflecting an increase in the number of residential high-speed Internet customers, rate adjustments and an increase in the number of customers receiving higher levels of service. Business services revenue increased 17.0%, primarily due to an increase in the number of small business customers, as well as continued growth in our medium-sized business services. Video revenue increased 2.8%, primarily reflecting rate adjustments, as well as an increase in the number of customers subscribing to additional services, partially offset by additional revenue in the prior year period associated with a boxing event available on pay-per-view. Other revenue increased 13.7%, primarily reflecting an increase in Xfinity Home revenue and higher franchise and regulatory fees. Advertising revenue increased 3.5%, reflecting an increase in political advertising revenue.

For the six months ended June 30, 2016, Cable revenue increased 6.3% to $24.6 billion compared to 2015, driven by growth in high-speed Internet, business services, and video.

Customer Relationships increased by 115,000 to 28.1 million in the second quarter of 2016, an 83,000 improvement compared to the increase in the second quarter of 2015, primarily reflecting increases in double and triple product relationships. At the end of the second quarter, penetration of our double and triple product customers increased to 70% compared to 69% in the second quarter of 2015. Video customer net losses of 4,000 were the best result for a second quarter in over 10 years, high-speed Internet customer net additions of 220,000 were the best result for a second quarter in 8 years, and Voice customer net additions improved to 64,000.

Operating Cash Flow for Cable Communications increased 5.7% to $5.0 billion in the second quarter of 2016, reflecting higher revenue, partially offset by a 6.2% increase in operating expenses. The higher expenses were primarily due to a 7.4% increase in video programming costs, reflecting the timing of contract renewals, as well as higher retransmission consent fees and sports programming costs, partially offset by fees associated with a boxing event available on pay-per-view in the prior year period. Technical and product support expenses increased 5.9% primarily related to the development, delivery and support

3

of our X1 platform, Cloud DVR technology and wireless gateways, and the continued growth in business services and home security and automation services. Advertising, marketing and promotion costs increased 4.4%, primarily due to increases in spending associated with attracting new residential and business services customers. Customer service expenses increased 6.0%, primarily due to increased support for improving the customer experience and increases in total labor costs. This quarter’s operating cash flow margin was 40.6% compared to 40.7% in the second quarter of 2015.

For the six months ended June 30, 2016, Cable operating cash flow increased 5.3% to $9.9 billion compared to 2015, driven by higher revenue, partially offset by a 7.0% increase in operating expenses primarily related to an 8.4% increase in video programming costs, as well as higher technical and product support expenses, higher advertising, marketing and promotion costs, and higher customer service expenses.  Year-to-date operating cash flow margin was 40.3% compared to 40.7% in 2015.

NBCUniversal

NM=comparison not meaningful.

Revenue for NBCUniversal decreased 1.8% to $7.1 billion in the second quarter of 2016 and Operating Cash Flow remained stable at $1.7 billion. Pro Forma5 Revenue for NBCUniversal decreased 5.1%. Pro Forma5 Operating Cash Flow decreased 6.4%, reflecting a decline in Filmed Entertainment, partially offset by results at Broadcast Television, Cable Networks and Theme Parks.

For the six months ended June 30, 2016, NBCUniversal revenue increased 0.9% to $14.0 billion compared to 2015 and operating cash flow increased 4.5% to $3.3 billion. Pro forma5 revenue for NBCUniversal decreased 2.8%. Excluding $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015, pro forma revenue decreased 0.2% (see Table 7). Pro forma5 operating cash flow decreased 2.6%, reflecting a decline in Filmed Entertainment, partially offset by results at Broadcast Television, Cable Networks and Theme Parks.

Cable Networks

Cable Networks revenue increased 4.7% to $2.6 billion in the second quarter of 2016, reflecting higher distribution revenue and content licensing and other revenue.  Distribution revenue increased 6.9%, driven by contractual rate increases and contract renewals, partially offset by a decline in subscribers at our cable networks. Content licensing and other revenue increased 13.0%, primarily due to the timing of content provided under licensing agreements. Advertising revenue was stable compared to the second quarter of 2015, due to higher rates, offset by audience ratings declines. Operating cash flow increased 8.3% to $944 million in the second quarter of 2016, reflecting higher revenue and decreases in advertising, marketing and promotion expenses, partially offset by an increase in programming and production costs.

4

For the six months ended June 30, 2016, revenue from the Cable Networks segment increased 4.4% to $5.0 billion compared to 2015, reflecting higher distribution and content licensing and other revenue. Operating cash flow increased 7.3% to $1.9 billion in the first six months of 2016, reflecting higher revenue and a modest increase in programming and production costs.

Broadcast Television

Broadcast Television revenue increased 17.3% to $2.1 billion in the second quarter of 2016, reflecting higher content licensing, distribution and other, and advertising revenue. Content licensing revenue increased 59.9%, primarily due to the timing of content provided under licensing agreements. Distribution and other revenue increased 35.0%, primarily due to higher retransmission consent fees. Advertising revenue increased 2.9%, reflecting higher rates, partially offset by audience ratings declines. Operating cash flow increased 70.5% to $394 million, reflecting higher revenue, partially offset by increased programming and production costs.

For the six months ended June 30, 2016, revenue from the Broadcast Television segment increased 3.7% to $4.2 billion compared to 2015.  Excluding $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015, revenue increased 14.3% (see Table 7).  Operating cash flow increased 64.3% to $678 million compared to 2015, reflecting the increase in revenue and lower programming and production costs compared to last year which included the Super Bowl.

Filmed Entertainment

Filmed Entertainment revenue declined 40.4% in the second quarter of 2016, reflecting lower theatrical and home entertainment revenue, partially offset by higher content licensing and other revenue. Theatrical revenue declined 78.8% compared to last year’s second quarter which included the strong performances of Furious 7 and Jurassic World. Home entertainment revenue declined 25.1%, primarily due to the strong performance of several releases in the prior year period, including Fifty Shades of Grey. Content licensing revenue increased 63.2%, primarily due to the timing of availability of content in the Pay TV window. Other revenue increased 24.4% due to higher Fandango revenue. Operating cash flow decreased 86.7% to $56 million, reflecting lower revenue, partially offset by lower programming and production costs. The decrease in programming and production costs were primarily due to lower amortization of film production costs in the current year period due to our larger film slate in 2015, which included Furious 7 and Jurassic World.

For the six months ended June 30, 2016, revenue from the Filmed Entertainment segment decreased 26.4% to $2.7 billion compared to 2015, reflecting lower theatrical and home entertainment revenue, partially offset by higher content licensing and other revenue.  Operating cash flow decreased 68.8% to $223 million compared to 2015, reflecting lower revenue, partially offset by lower programming and production costs.

Theme Parks

Theme Parks revenue increased 47.0% to $1.1 billion and operating cash flow increased 40.5% to $469 million in the second quarter of 2016. Pro forma5 revenue increased 10.6%, reflecting higher per capita spending at the parks and the successful opening of Hollywood’s The Wizarding World of Harry Potter™ attraction. Pro forma5 operating cash flow increased 5.3%, reflecting higher revenue, partially offset by an increase in operating expenses, including costs to support new attractions.

For the six months ended June 30, 2016, revenue from the Theme Parks segment increased 51.8% to $2.2 billion and operating cash flow increased 46.0% to $844 million compared to 2015. Pro forma5 revenue increased 10.2%, reflecting higher per capita spending at the parks and the successful opening of Hollywood’s The Wizarding World of Harry Potter™ attraction. Pro forma5 operating cash flow increased 4.4%, reflecting higher revenue, partially offset by an increase in operating expenses.

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended June 30, 2016, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $174 million compared to a loss of $167 million in the second quarter of 2015.

For the six months ended June 30, 2016, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $334 million compared to a loss of $309 million in 2015.

5

Corporate, Other and Eliminations primarily include corporate operations, Comcast Spectacor and eliminations among Comcast’s businesses. For the quarter ended June 30, 2016, Corporate, Other and Eliminations revenue was ($278) million compared to ($227) million in 2015. The operating cash flow loss was $282 million compared to a loss of $203 million in the second quarter of 2015, including $116 million related to the settlement of insurance obligations in 2016 and $79 million of transaction-related costs in 2015.

For the six months ended June 30, 2016, Corporate, Other and Eliminations revenue was ($553) million compared to ($419) million in 2015.  The operating cash flow loss was $426 million compared to a loss of $380 million in the first six months of 2015, including $116 million related to the settlement of insurance obligations in 2016 and $178 million of transaction-related costs in 2015.

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. See Table 4 for reconciliation of non-GAAP financial measures.

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. See Table 4 for reconciliation of non-GAAP financial measures.

4     Beginning in the first quarter of 2016, certain operations and businesses including several strategic business initiatives that were previously presented in Corporate, Other and Eliminations are now presented in our Cable Communications segment to reflect a change in our management reporting presentation. For segment reporting purposes, we have adjusted all periods presented to reflect this change.

5     Pro forma information is presented for the acquisition of the 51% interest of Universal Studios Japan. See Table 6 for more detailed information.

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

###

Conference Call and Other Information

Comcast Corporation will host a conference call with the financial community today, July 27, 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 28741694.  A replay of the call will be available starting at 11:30 a.m. ET on July 27, 2016, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Wednesday, August 3, 2016 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 28741694.

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.

###

###

6

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.

###

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.

###

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.

7

8

9

10