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):  January 28, 2014

Comcast Corporation

(Exact Name of Registrant
as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

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

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

On January 28, 2014, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and twelve months ended December 31, 2013.  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

2013 Highlights:

·                  Consolidated Revenue Increased 5.8% and Operating Cash Flow Increased 8.3%, Excluding the 2012 London Olympics, 2012 Super Bowl and 2013 Pension Termination Costs

·                  Consolidated Revenue Increased 3.3%, Operating Cash Flow Increased 7.3% and Operating Income Increased 11.4%

·                  Free Cash Flow Increased 6.9% to $8.5 Billion

4th Quarter 2013 Highlights:

·                  Consolidated Revenue Increased 6.2%, Operating Cash Flow Increased 7.0% and Operating Income Increased 10.7%

·                  Earnings per Share Increased 28.6% to $0.72; Excluding Favorable Tax Adjustments, EPS Increased 26.9% to $0.66

·                  Cable Communications Revenue Increased 5.2% and Operating Cash Flow Increased 4.8%

·                  Cable Communications Combined Video, High-Speed Internet and Voice Customers Increased by 649,000, a 29.0% Increase in Net Additions Compared to Fourth Quarter 2012

·                  Video Customers Increased by 43,000

·                  NBCUniversal Revenue Increased 7.5% and Operating Cash Flow Increased 14.3%

Dividends and Share Repurchase:

·                  Dividends and Share Repurchases Totaled $4.0 Billion in 2013

·                  Dividend to Increase 15.4% to $0.90 per Share on an Annualized Basis; Share Repurchase Authorization to Increase to $7.5 Billion, with $3.0 Billion to be Repurchased in 2014

PHILADELPHIA – January 28, 2014… Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter and year ended December 31, 2013.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I am very pleased to report strong results for the 4th quarter and the full year 2013. Our optimism and confidence in the future is demonstrated by our decision to increase our dividend 15% and our plan to repurchase $3 billion of our stock during 2014. Our results highlight the momentum we have achieved and how we are benefitting from scale, our investment in innovative products, and from our focus on operational excellence. Cable’s operating metrics improved across video, high-speed Internet and voice for both the 4th quarter and full year, with a return to video subscriber growth in the 4th quarter. NBCUniversal had an outstanding year, with growth in Broadcast, Cable, Film and Parks.  As we begin 2014, we remain excited about our businesses and intend to continue to prudently invest to enhance our strategic differentiation and to drive growth.”

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.

Revenue for the fourth quarter of 2013 increased 6.2% to $16.9 billion. Operating Cash Flow increased 7.0% to $5.6 billion.  Operating Income increased 10.7% to $3.6 billion.

For the year ended December 31, 2013, revenue increased 3.3% to $64.7 billion.  Excluding $259 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2012 and $1.2 billion of revenue generated by the Olympics in the third quarter of 2012, revenue increased 5.8%.  Operating cash flow increased 7.3% to $21.4 billion. Excluding operating cash flow generated by the Olympics in the third quarter of 2012 and pension termination costs in the third quarter of 2013, operating cash flow increased 8.3% (see Table 5). Operating income increased 11.4% to $13.6 billion.

Earnings per Share (EPS) for the fourth quarter of 2013 was $0.72, a 28.6% increase from the $0.56 reported in the fourth quarter of 2012. Excluding favorable tax adjustments in the fourth quarter of 2013 and 2012, EPS increased 26.9% in the fourth quarter of 2013 (see Table 4).

EPS for the year ended December 31, 2013 was $2.56, a 12.3% increase from the $2.28 reported in the prior year.  Excluding gains on asset sales, favorable tax adjustments, investment losses and pension termination costs, EPS increased 28.0% (see Table 4).

Capital Expenditures increased 19.9% to $2.0 billion in the fourth quarter of 2013 compared to the fourth quarter of 2012. Cable Communications’ capital expenditures increased $260 million, or 18.9%, to $1.6 billion in the fourth quarter of 2013, primarily reflecting increased spending on customer premise equipment, such as advanced digital boxes, including X1, and wireless gateways.  NBCUniversal’s capital expenditures increased $66 million to $353 million in the fourth quarter of 2013, primarily reflecting increased investments in Theme Parks and facilities.

For the year ended December 31, 2013, capital expenditures increased 15.4% to $6.6 billion compared to the prior year. Cable Communications capital expenditures increased $482 million, or 9.8%, to $5.4 billion, primarily reflecting increased spending on customer premise equipment, the continued investment in our network and the expansion of Business Services and Xfinity Home.  For the year, Cable capital expenditures represented 12.9% of Cable revenue compared to 12.4% in 2012.  NBCUniversal’s capital expenditures increased $397 million to $1.2 billion in 2013, primarily reflecting increased investments in Theme Parks.

Free Cash Flow (excluding any impact from the Economic Stimulus packages) decreased 21.7% to $1.4 billion in the fourth quarter of 2013 compared to $1.8 billion in the fourth quarter of 2012, reflecting growth in consolidated operating cash flow, impacted by higher capital expenditures and working capital. Free cash flow for the year ended December 31, 2013 increased 6.9% to $8.5 billion compared to $7.9 billion in 2012, reflecting growth in consolidated operating cash flow and improvements in working capital, partially offset by higher capital expenditures and cash taxes.

Note: 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.  “Other” is primarily comprised of adjustments for cash taxes paid related to certain nonoperating transactions, to reflect cash taxes paid in the year of the related taxable income, and in 2013 for payments associated with a pension termination.  NM=comparison not meaningful.

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Dividends and Share Repurchases. During the fourth quarter of 2013, Comcast paid dividends totaling $510 million and repurchased 10.8 million of its common shares for $500 million.  For the full year, Comcast repurchased 48.7 million of its common shares for $2.0 billion and made four cash dividend payments totaling $2.0 billion, resulting in a total return of capital to shareholders of $4.0 billion for 2013.

Today, Comcast announced that its Board of Directors has increased its stock repurchase program authorization to $7.5 billion.  Comcast plans to repurchase $3.0 billion during 2014, subject to market conditions.

In addition, Comcast announced that it increased its dividend by 15.4% to $0.90 per share on an annualized basis.  In accordance with the increase, the Board of Directors declared a quarterly cash dividend of $0.225 a share on the company’s common stock, payable on April 23, 2014 to shareholders of record as of the close of business on April 2, 2014.

Cable Communications

Revenue for Cable Communications increased 5.2% to $10.7 billion in the fourth quarter of 2013 compared to $10.1 billion in the fourth quarter of 2012, driven by increases of 8.7% in high-speed Internet, 25.3% in business services and 2.3% in video, partially offset by a 7.5% decline in advertising due to lower political advertising revenue. The increase in Cable revenue reflects rate adjustments, customers receiving higher levels of services and customer growth (see below).

For the year ended December 31, 2013, Cable revenue increased 5.6% to $41.8 billion compared to $39.6 billion in 2012, driven by growth in high-speed Internet, business services, video and voice services, partially offset by a decline in advertising.

Combined Video, High-Speed Internet and Voice Customers increased by 649,000 in the fourth quarter of 2013, a 29.0% increase in net additions compared to fourth quarter 2012, driven by growth in high-speed Internet, voice and video customers.

As of December 31, 2013, video, high-speed Internet and voice customers totaled 53.1 million, an increase of 1.8 million or 3.4% over the prior year, reflecting increased high-speed Internet and voice customer additions and reduced video customer losses.

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Operating Cash Flow for Cable Communications increased 4.8% to $4.4 billion in the fourth quarter of 2013 compared to $4.2 billion in the fourth quarter of 2012, reflecting higher revenue, partially offset by increased costs related to video programming and higher advertising, marketing and promotion expense to support growth and enhance our competitive position in both residential and commercial markets.  This quarter’s operating cash flow margin was 41.3%, compared to 41.5% in the prior year period.

For the year ended December 31, 2013, Cable operating cash flow increased 5.8% to $17.2 billion compared to $16.3 billion in 2012, driven by higher revenue, partially offset by a 5.5% increase in operating expenses primarily related to an 8.6% increase in programming costs.  For the year, operating cash flow margin was 41.1% compared to 41.0% in 2012.

NBCUniversal

Revenue for NBCUniversal increased 7.5% to $6.5 billion in the fourth quarter of 2013 compared to $6.0 billion in the fourth quarter of 2012.  Operating Cash Flow increased 14.3% to $1.3 billion compared to $1.2 billion in the fourth quarter of 2012, reflecting improved operating performance in all segments.

For the year ended December 31, 2013, NBCUniversal revenue decreased 0.7% to $23.7 billion compared to $23.8 billion in 2012.  Excluding $259 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2012 and $1.2 billion of revenue generated by the Olympics in the third quarter of 2012, revenue increased 5.7%.  Operating cash flow increased 15.2% to $4.7 billion compared to $4.1 billion in 2012.  Excluding operating cash flow generated by the Olympics in the third quarter of 2012, operating cash flow increased 18.7%, reflecting solid results at each business segment (see Table 5).

Cable Networks

For the fourth quarter of 2013, revenue from the Cable Networks segment increased 5.3% to $2.3 billion compared to the fourth quarter of 2012, reflecting a 7.8% increase in distribution revenue and a 4.3% increase in advertising revenue, partially offset by a 4.6% decline in content licensing and other revenue.  Operating cash flow increased 3.8% to $929 million compared to $895 million in the fourth quarter of 2012, reflecting higher revenue, partially offset by increased programming and production costs from our continued investment in original programming and higher sports programming costs, as well as higher advertising, marketing and promotion expenses to support the launch of new shows and events.

For the year ended December 31, 2013, revenue from the Cable Networks segment increased 5.4% to $9.2 billion compared to $8.7 billion in 2012, reflecting a 6.5% increase in distribution revenue and a 4.3% increase in advertising revenue.  Operating cash flow increased 6.0% to $3.5 billion compared to $3.3 billion in 2012 reflecting higher revenue, partially offset by higher programming and production costs from our continued investment in original and sports programming.

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Broadcast Television

For the fourth quarter of 2013, revenue from the Broadcast Television segment increased 11.5% to $2.2 billion compared to $2.0 billion in the fourth quarter of 2012, driven by an 8.3% increase in advertising revenue due to strong primetime ratings at the NBC broadcast network, as well as higher retransmission consent fees and an increase in content licensing revenue reflecting the timing of content availability. Operating cash flow increased 54.8% to $140 million compared to $90 million in the fourth quarter of 2012 reflecting higher revenue, partially offset by an increase in programming and production costs to support the primetime schedule.

For the year ended December 31, 2013, revenue from the Broadcast Television segment decreased 13.2% to $7.1 billion compared to $8.2 billion in 2012.  Excluding $259 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2012 and $1.2 billion of revenue generated by the Olympics in the third quarter of 2012, revenue increased 5.4%, reflecting higher advertising and retransmission consent fees.  Operating cash flow decreased 3.6% to $345 million compared to $358 million in 2012.  Excluding operating cash flow generated by the Olympics in the third quarter of 2012, operating cash flow increased 44.9%, reflecting higher revenue and a modest decrease in programming and production costs (see Table 5).

Filmed Entertainment

For the fourth quarter of 2013, revenue from the Filmed Entertainment segment increased 4.9% to $1.4 billion compared to the fourth quarter of 2012, driven by higher home entertainment revenue from the strong performance of Despicable Me 2, partially offset by a decrease in theatrical revenue. Operating cash flow increased $108 million to $192 million compared to $84 million in the fourth quarter of 2012, reflecting higher revenue and a decrease in the amortization of film costs.

For the year ended December 31, 2013, revenue from the Filmed Entertainment segment increased 5.7% to $5.5 billion compared to $5.2 billion in 2012, reflecting higher theatrical and content licensing revenue driven by the strong performances of Despicable Me 2, Fast and Furious 6 and Les Miserables. Operating cash flow increased $404 million to $483 million compared to $79 million in 2012, reflecting the strong performance of the film slate and lower advertising, marketing and promotion expense.

Theme Parks

For the fourth quarter of 2013, revenue from the Theme Parks segment increased 8.8% to $566 million compared to $520 million in the fourth quarter of 2012, driven by higher guest attendance and increases in per capita spending at the Orlando and Hollywood theme parks. Fourth quarter operating cash flow increased 4.6% to $257 million compared to $245 million in the fourth quarter of 2012, primarily reflecting higher revenue, partially offset by increased operating costs to support new attractions.

For the year ended December 31, 2013, revenue from the Theme Parks segment increased 7.2% to $2.2 billion compared to $2.1 billion in 2012.  Operating cash flow increased 5.3% to $1.0 billion compared to $953 million in 2012, driven by the continued success of The Wizarding World of Harry Potter and Transformers attractions.

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended December 31, 2013, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $180 million compared to a loss of $142 million in the fourth quarter of 2012, reflecting higher employee costs.

For the year ended December 31, 2013, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $601 million compared to a loss of $586 million in 2012 due to higher employee costs.

Corporate, Other and Eliminations include corporate operations, Comcast-Spectacor and eliminations among Comcast’s businesses. For the quarter ended December 31, 2013, Corporate, Other and Eliminations revenue was ($199) million compared to ($209) million in 2012. The operating cash flow loss was $98 million, compared to a loss of $96 million in the fourth quarter of 2012.

For the year ended December 31, 2013, Corporate, Other and Eliminations revenue was ($829) million compared to ($846) million in 2012.  The operating cash flow loss was $503 million, including $74 million of costs associated with the termination of a pension plan, compared to a loss of $385 million in 2012.

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

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

3     We define Free Cash Flow as Net Cash Provided by Operating Activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures, cash paid for intangible assets and cash distributions to noncontrolling interests; and adjusted for any payments and receipts related to certain nonoperating items, net of estimated tax benefits.

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, January 28, 2014 at 8:30 a.m. Eastern Time (ET). The conference call and related materials will be broadcast live and posted on its Investor Relations website at www.cmcsa.com or www.cmcsk.com. Those parties interested in participating via telephone should dial (800) 263-8495 with the conference ID number 24847495.  A replay of the call will be available starting at 12:30 p.m. ET on January 28, 2014, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Tuesday, February 4, 2014 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 24847495.

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

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Caution Concerning Forward-Looking Statements

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

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Non-GAAP Financial Measures

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

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About Comcast Corporation

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

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(1)          Net Cash Provided by Operating Activities includes $1.4 billion of cash payments associated with the termination in December 2013 of NBCUniversal’s receivables monetization programs.  For free cash flow purposes, we consider the termination to be similar to a financing transaction and therefore exclude the cash payments from free cash flow along with other nonoperating items.

(2)          Based on diluted weighted-average number of common shares for the respective periods as presented in Table 1.

(3)          2012 year to date net income attributable to Comcast Corporation includes $876 million of equity in net income of investees, $543 million net of tax, resulting from our share of the gain on SpectrumCo’s sale of wireless spectrum licenses.

(4)          2012 year to date net income attributable to Comcast Corporation includes $1 billion of other income, $319 million net of tax and noncontrolling interest, resulting from the sale of the investment in A&E Television Networks.

(5)          4th quarter 2013 net income attributable to Comcast Corporation includes $158 million of favorable income tax adjustments resulting from the exchange transaction with Liberty Media Corporation. 4th quarter 2012 net income attributable to Comcast Corporation includes a $109 million favorable tax adjustment due to changes in state tax legislation.

(6)          2013 year to date net income attributable to Comcast Corporation includes $108 million of other income, $67 million net of tax, resulting from a gain on the sale of wireless spectrum licenses.

(7)          2013 year to date net income attributable to Comcast Corporation includes $443 million of investment income, $279 million net of tax, resulting from the sale of the investment in Clearwire.

(8)          2013 year to date net income attributable to Comcast Corporation includes $74 million of other operating and administrative expenses, $46 million net of tax, resulting from the termination of a pension plan.

(9)          2013 year to date net income attributable to Comcast Corporation includes $371 million of expense ($236 million of other expense and $135 million of equity in net losses of investees), $234 million net of tax, resulting from losses on investments.

Note: Minor differences may exist due to rounding.

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