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 26, 2017

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 26, 2017, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three and twelve months ended December 31, 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

Full Year 2016 Highlights:

·                 Consolidated Revenue Increased 7.9%, Operating Income Increased 5.4%, Operating Cash Flow Increased 7.0%

·                 Net Cash Provided by Operating Activities was $19.2 Billion; Free Cash Flow was $8.2 Billion

·                 Earnings per Share Increased 10.2% to $3.57; On an Adjusted Basis, EPS Increased 7.1% to $3.48

·                 Cable Communications Revenue Increased 6.6% and Operating Cash Flow Increased 5.6%

·                 Customer Relationships Increased by 858,000, a 29.0% Improvement Compared to 2015; Best Video Customer Results in 10 Years; Best High-Speed Internet Customer Results in 9 Years

·                 NBCUniversal Revenue Increased 11.0% and Operating Cash Flow Increased 13.8%

4th Quarter 2016 Highlights:

·                 Consolidated Revenue Increased 9.2%, Operating Income Increased 6.6%, Operating Cash Flow Increased 7.8%

·                 Net Cash Provided by Operating Activities was $5.7 Billion; Free Cash Flow was $2.6 Billion

·                 Earnings per Share Increased 20.3% to $0.95; On an Adjusted Basis, EPS Increased 9.9% to $0.89

·                 Cable Communications Revenue Increased 7.1% and Operating Cash Flow Increased 6.4%

·                 Added 258,000 Customer Relationships; Video Customer Net Additions were 80,000; High-Speed Internet Customer Net Additions were 385,000

·                 NBCUniversal Revenue Increased 13.0% and Operating Cash Flow Increased 14.0%

Dividends and Share Repurchases:

·                 Dividends and Share Repurchases Totaled $7.6 Billion in 2016

·                 Declared a Two-for-One Stock Split in the Form of a 100% Dividend Payable on February 17, 2017; 12th Stock Split in Company History

·                 Increased Dividend by 15% to $1.26 per Share on an Annualized, Pre-Split Basis; Increased Share Repurchase Authorization to $12.0 Billion, with $5.0 Billion Expected to be Repurchased in 2017

PHILADELPHIA – January 26, 2017… Comcast Corporation (NASDAQ: CMCSA) today reported results for the quarter and year ended December 31, 2016.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “I look back on 2016 with pride and enthusiasm. This is a special company, with a team I am delighted to work with, executing at a high level. We’re pleased to report another year of strong financial and operational results, which reflect our focus on innovation, investing in the business and putting the customer first. Our performance at Comcast Cable was exceptionally strong. We grew operating cash flow 5.6%, added 161,000 video subscribers, the best video customer results in a decade, and delivered our best high-speed Internet customer results in nine years. NBCUniversal also had a terrific year, fueled by the tremendous success of the Olympics, the opening of new attractions at our theme parks, and strong theatrical performances, particularly in animation.  The consistency and strength of our results enables us to announce that we are increasing our dividend by 15% per share, we will split our stock two-for-one, the twelfth split in our company’s history, and we expect to repurchase $5 billion of our stock this year. As we begin 2017, we are well positioned to continue driving growth and shareholder value as we embark on the opportunities ahead.”

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 2016 increased 9.2% to $21.0 billion. Consolidated Operating Income increased 6.6% to $4.3 billion. Consolidated Operating Cash Flow increased 7.8% to $6.8 billion.

For the year ended December 31, 2016, consolidated revenue increased 7.9% to $80.4 billion compared to 2015. Excluding $1.6 billion of revenue generated by the broadcast of the 2016 Rio Olympics in the third quarter of 2016, as well as $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015, consolidated revenue increased 6.3% (see Table 7). Consolidated operating income increased 5.4% to $16.9 billion compared to 2015. Consolidated operating cash flow increased 7.0% to $26.4 billion compared to 2015. Excluding $178 million of transaction-related costs in 2015, consolidated operating cash flow increased 6.3% (see Table 7).

Earnings per Share (EPS) for the fourth quarter of 2016 was $0.95, a 20.3% increase compared to the fourth quarter of 2015. On an adjusted basis, EPS increased 9.9% to $0.89 (see Table 5).

For the year ended December 31, 2016, EPS was $3.57, a 10.2% increase compared to the prior year.  On an adjusted basis, EPS increased 7.1% to $3.48 (see Table 5).

Capital Expenditures decreased 2.4% to $2.6 billion in the fourth quarter of 2016 compared to 2015. Cable Communications’ capital expenditures increased 1.5% to $2.1 billion in the fourth quarter of 2016, reflecting increased spending on line extensions, support capital and scalable infrastructure, as well as continued spending on customer premise equipment related to the deployment of the X1 platform and wireless gateways. Cable capital expenditures represented 16.3% of Cable revenue in the fourth quarter of 2016 compared to 17.2% in last year’s fourth quarter. NBCUniversal’s capital expenditures of $461 million decreased 17.2% compared to 2015, which included a land purchase adjacent to an existing theme park of $130 million.

For the year ended December 31, 2016, capital expenditures increased 7.5% to $9.1 billion compared to 2015. Cable Communications’ capital expenditures increased 7.9% to $7.6 billion, primarily 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. For the year, Cable capital expenditures represented 15.2% of Cable revenue compared to 15.0% in 2015. NBCUniversal’s capital expenditures increased 4.8% to $1.5 billion in 2016, primarily reflecting increased spending at our Theme Parks.

Net Cash Provided by Operating Activities increased 15.7% to $5.7 billion in the fourth quarter of 2016. Free Cash Flow increased 64.2% to $2.6 billion, reflecting growth in consolidated operating cash flow and improvements in working capital, partially offset by higher cash taxes (see Table 4).

For the year ended December 31, 2016, net cash provided by operating activities increased 2.5% to $19.2 billion. Free cash flow decreased 8.2% to $8.2 billion compared to 2015, reflecting growth in consolidated operating cash flow, offset by higher working capital, an increase in capital expenditures, an increase in capitalized software and intangibles, and higher cash taxes (see Table 4).

Dividends, Share Repurchases and Stock Split. During the fourth quarter of 2016, Comcast paid dividends totaling $658 million and repurchased 19.3 million of its common shares for $1.2 billion. For the full year, Comcast made four cash dividend payments totaling $2.6 billion and repurchased 80.6 million of

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its common shares for $5.0 billion, resulting in a total return of capital to shareholders of $7.6 billion for 2016.

Today, Comcast announced that its Board of Directors has increased its stock repurchase program authorization to $12.0 billion. Comcast expects to repurchase $5.0 billion of its Class A common stock during 2017, subject to market conditions.

Comcast also announced that its Board of Directors declared a two-for-one stock split in the form of a 100% dividend payable on February 17, 2017 to shareholders of record as of the close of business on February 8, 2017. As the common stock is not yet trading on a post-split basis, all share and per-share amounts in this earnings release and the accompanying schedules are presented on a pre-split basis.

In addition, Comcast announced that it increased its dividend by 15% to $1.26 per share on an annualized, pre-split basis, or $0.63 per share on an annualized, post-split basis. In accordance with the increase, the Board of Directors declared a quarterly cash dividend of $0.1575 a share, on a post-split basis, on the company’s common stock, payable on April 26, 2017 to shareholders of record as of the close of business on April 5, 2017.

Cable Communications

Revenue for Cable Communications increased 7.1% to $12.8 billion in the fourth quarter of 2016, driven primarily by increases in high-speed Internet, video and business services revenue. High-speed Internet revenue increased 9.0%, driven by an increase in the number of residential high-speed Internet customers and rate adjustments. Video revenue increased 4.3%, reflecting rate adjustments and an increase in the number of customers subscribing to additional services. Business services revenue increased 14.5%, primarily due to an increase in the number of small business customers, as well as continued growth in our medium-sized business services. Advertising revenue increased 14.9%, reflecting an increase in political advertising revenue. Other revenue increased 13.6%, primarily reflecting an increase in Xfinity Home revenue and higher franchise and regulatory fees.

For the year ended December 31, 2016, Cable revenue increased 6.6% to $50.0 billion compared to 2015, driven by growth in high-speed Internet, video and business services.

Customer Relationships increased by 258,000 to 28.6 million in the fourth quarter of 2016, primarily reflecting an increase in double product relationships. At the end of the fourth quarter, penetration of our double and triple product customers increased to 70.1% compared to 69.8% in the fourth quarter of 2015. Video customer net additions were 80,000, high-speed Internet customer net additions were 385,000 and voice customer net additions were 44,000.

For the year ended December 31, 2016, customer relationships increased by 858,000, a 29.0% increase compared to net additions of 666,000 in 2015. Video customer net additions of 161,000 were the best result in ten years. High-speed Internet customer net additions of 1.4 million marked the 11th consecutive year of more than one million net additions, and were the best result in nine years. Voice customer net additions were 211,000.

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Operating Cash Flow for Cable Communications increased 6.4% to $5.2 billion in the fourth quarter of 2016, reflecting higher revenue, partially offset by a 7.5% increase in operating expenses. The higher expenses were primarily due to a 12.2% increase in video programming costs, reflecting the timing of contract renewals, as well as higher retransmission consent fees and sports programming costs. Technical and product support expenses increased 6.6% related to the development, delivery and support 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 3.5%, primarily due to increases in spending associated with attracting new residential and business services customers. Customer service expenses decreased 2.1%, reflecting reduced call volumes. This quarter’s operating cash flow margin was 40.4% compared to 40.6% in the fourth quarter of 2015.

For the year ended December 31, 2016, Cable operating cash flow increased 5.6% to $20.1 billion compared to 2015, driven by higher revenue, partially offset by a 7.3% increase in operating expenses, primarily related to a 10.1% 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.  For the year, operating cash flow margin was 40.2% compared to 40.6% in 2015.

NBCUniversal

NM=comparison not meaningful.

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Revenue for NBCUniversal increased 13.0% to $8.5 billion in the fourth quarter of 2016 and Operating Cash Flow increased 14.0% to $1.8 billion. Pro Forma5 Revenue for NBCUniversal increased 10.5%. Pro Forma5 Operating Cash Flow increased 7.8%, reflecting increases at Theme Parks, Broadcast Television and Cable Networks, partially offset by a decline at Filmed Entertainment.

For the year ended December 31, 2016, NBCUniversal revenue increased 11.0% to $31.6 billion compared to 2015 and operating cash flow increased 13.8% to $7.2 billion. Pro forma5 revenue for NBCUniversal increased 7.0%. Pro forma5 operating cash flow increased 5.7%, reflecting increases at Broadcast Television, Theme Parks and Cable Networks, partially offset by a decline at Filmed Entertainment.

Cable Networks

Cable Networks revenue increased 4.0% to $2.5 billion in the fourth quarter of 2016, reflecting higher distribution, content licensing and other, and advertising revenue. Distribution revenue increased 4.7%, 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 14.6%, due to the timing of content provided under licensing agreements. Advertising revenue increased 0.6%, due to higher rates, mostly offset by audience ratings declines. Operating cash flow increased 2.4% to $916 million in the fourth quarter of 2016, reflecting higher revenue, partially offset by an increase in programming and production costs.

For the year ended December 31, 2016, revenue from the Cable Networks segment increased 8.7% to $10.5 billion compared to 2015, reflecting higher distribution, advertising, and content licensing and other revenue. Excluding $432 million of revenue generated by the broadcast of the 2016 Rio Olympics in the third quarter of 2016, revenue increased 4.2% (see Table 7). Operating cash flow increased 6.0% to $3.7 billion compared to 2015, reflecting higher revenue, partially offset by an increase in programming and production costs.

Broadcast Television

Broadcast Television revenue increased 14.0% to $2.8 billion in the fourth quarter of 2016, reflecting higher advertising, content licensing, and distribution and other revenue. Advertising revenue increased 12.4%, driven by the premiere of Thursday Night Football, higher rates, and higher political advertising. Content licensing revenue increased 20.2%, primarily due to the timing of content provided under licensing agreements. Distribution and other revenue increased 14.1%, due to higher retransmission consent fees. Operating cash flow increased 21.1% to $264 million in the fourth quarter of 2016, reflecting higher revenue, partially offset by an increase in programming and production costs, driven by the premiere of Thursday Night Football.

For the year ended December 31, 2016, revenue from the Broadcast Television segment increased 19.0% to $10.1 billion compared to 2015.  Excluding $1.2 billion of revenue generated by the broadcast of the 2016 Rio Olympics in the third quarter of 2016, as well as $376 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2015, revenue increased 9.9% (see Table 7).  Operating cash flow increased 69.1% to $1.3 billion compared to 2015, reflecting higher revenue, partially offset by an increase in programming and production costs primarily associated with the broadcast of the 2016 Rio Olympics.

Filmed Entertainment

Filmed Entertainment revenue increased 12.6% to $1.8 billion in the fourth quarter of 2016, which included a full quarter of revenue attributable to DreamWorks, which was acquired on August 22nd. Content licensing revenue increased 37.5%, due to the inclusion of DreamWorks, as well as the timing of when content was made available under licensing agreements. Theatrical revenue increased 96.7%, primarily due to the strong performance of Sing in this year’s fourth quarter. Other revenue increased 55.5%, primarily driven by the inclusion of DreamWorks. Home entertainment revenue declined 36.0%, reflecting the success of several releases in the prior year period, including Jurassic World, Minions and Trainwreck. Operating cash flow decreased 15.3% to $121 million in the fourth quarter of 2016, reflecting higher revenue, offset by increased expenses driven by DreamWorks, which included integration and restructuring costs.

For the year ended December 31, 2016, revenue from the Filmed Entertainment segment decreased 12.7% to $6.4 billion compared to 2015, reflecting lower theatrical and home entertainment revenue, partially offset by higher content licensing and other revenue. Operating cash flow decreased 43.5% to $697 million compared to 2015, reflecting lower revenue, partially offset by lower programming and production costs.

Theme Parks

Theme Parks revenue increased 32.1% to $1.3 billion in the fourth quarter of 2016. Pro forma5 revenue increased 13.2%, reflecting higher attendance and higher per capita spending, driven by the success of

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Hollywood’s The Wizarding World of Harry Potter™ attraction, as well as the positive impact of a stronger Japanese yen. Operating cash flow increased 41.9% to $640 million in the fourth quarter of 2016. Pro forma5 operating cash flow increased 18.4%, reflecting higher revenue, partially offset by an increase in operating expenses, including costs to support new attractions.

For the year ended December 31, 2016, revenue from the Theme Parks segment increased 48.2% to $4.9 billion compared to 2015. Pro forma5 revenue increased 12.7%, reflecting higher attendance and per capita spending, as well as the positive impact of a stronger Japanese yen. Operating cash flow increased 49.6% to $2.2 billion compared to 2015. Pro forma5 operating cash flow increased 12.2%, reflecting higher revenue, partially offset by an increase in operating expenses, including costs to support new attractions.

Headquarters, Other and Eliminations

NBCUniversal Headquarters, Other and Eliminations include overhead and eliminations among the NBCUniversal businesses. For the quarter ended December 31, 2016, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $171 million compared to a loss of $154 million in the fourth quarter of 2015.

For the year ended December 31, 2016, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $689 million compared to a loss of $625 million in 2015.

Corporate, Other and Eliminations primarily include corporate operations, Comcast Spectacor and eliminations among Comcast’s businesses. For the quarter ended December 31, 2016, Corporate, Other and Eliminations revenue was ($269) million compared to ($228) million in 2015. The operating cash flow loss was $196 million compared to a loss of $156 million in the fourth quarter of 2015.

For the year ended December 31, 2016, Corporate, Other and Eliminations revenue was ($1.2) billion compared to ($880) million in 2015.  The operating cash flow loss was $919 million compared to a loss of $711 million 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 pre-split, 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.

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Conference Call and Other Information

Comcast Corporation will host a conference call with the financial community today, January 26, 2017 at 8:30 a.m. Eastern Time (ET). The conference call and related materials will be broadcast live and posted on its Investor Relations

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website at www.cmcsa.com. Those parties interested in participating via telephone should dial (800) 263-8495 with the conference ID number 40819623.  A replay of the call will be available starting at 12:00 p.m. ET on January 26, 2017, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Thursday, February 2, 2017 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 40819623.

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, http://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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