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):  April 25, 2018

Comcast Corporation

(Exact Name of Registrant
as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition

On April 25, 2018, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three months ended March 31, 2018.  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 results of operations and financial condition. 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

COMCAST REPORTS 1st QUARTER 2018 RESULTS

Consolidated 1st Quarter 2018 Highlights:

·                 Consolidated Revenue Increased 10.7%; Net Income Attributable to Comcast Increased 21.2%; Adjusted EBITDA Increased 3.3%

·                 Net Cash Provided by Operating Activities was $5.5 Billion; Free Cash Flow was $3.1 Billion

·                 Earnings per Share Increased by 24.5% to $0.66; On an Adjusted Basis, Earnings per Share Increased 17.0% to $0.62

·                 Dividends Paid Totaled $738 Million and Share Repurchases were $1.5 Billion

Cable Communications 1st Quarter 2018 Highlights:

·                 Cable Communications Revenue Increased 3.6%; Adjusted EBITDA Increased 4.7%

·                 Total Customer Relationships Increased by 273,000; Total High-Speed Internet Customers Increased by 379,000

·                 Total Revenue per Customer Relationship Increased 0.9%; Adjusted EBITDA per Customer Relationship Increased 2.0%

·                 High-Speed Internet Residential Revenue Increased 8.2%; Business Services Revenue Increased 11.9%

NBCUniversal 1st Quarter 2018 Highlights:

·                 NBCUniversal Revenue Increased 21.3%; Adjusted EBITDA Increased 13.1%

·                 Successful Broadcasts of the 2018 PyeongChang Olympics and Super Bowl LII Generated an Incremental $1.6 Billion in Revenue at our TV Businesses

·                 NBC Remains Ranked #1 Among Adults 18-49

·                 Theme Parks Revenue Increased 14.5%; Adjusted EBITDA Increased 24.6%

PHILADELPHIA - April 25, 2018… Comcast Corporation (NASDAQ: CMCSA) today reported results for the quarter ended March 31, 2018.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “Comcast NBCUniversal is off to a great start in 2018 with over 10% revenue growth in the first quarter. At Cable Communications, our steady increase in customer relationships continued, balanced with solid growth in EBITDA, reflecting momentum in our high-speed Internet and business services segments. NBCUniversal delivered double-digit EBITDA growth, fueled by impressive results at our Theme Parks, as well as our TV businesses’ successful broadcasts of the NFL’s Super Bowl LII and the 2018 PyeongChang Olympics. The Olympics were an incredible event that showcased our capabilities and collaboration throughout the company. NBCUniversal’s amazing presentation was the most comprehensive in Winter Games history with over 2,400 hours of coverage across broadcast, cable networks, and digital, and Cable’s best-in-class technology delivered an unparalleled viewing experience, resulting in 26% higher ratings among our X1 customers than the national average. I’m proud of our teams across Comcast NBCUniversal and believe we are well-positioned for the future.”

Consolidated Financial Results

For additional detail on segment revenue and expenses, customer metrics and capital expenditures, please refer to the trending schedules on Comcast’s Investor Relations website at www.cmcsa.com.

Consolidated Revenue for the first quarter of 2018 increased 10.7% to $22.8 billion. Consolidated Net Income Attributable to Comcast increased 21.2% to $3.1 billion. Consolidated Adjusted EBITDA increased 3.3% to $7.2 billion.

Earnings per Share (EPS) for the first quarter of 2018 was $0.66, an increase of 24.5% compared to the first quarter of 2017. On an adjusted basis, EPS increased 17.0% to $0.62 (see Table 4).

Capital Expenditures decreased 5.0% to $2.0 billion in the first quarter of 2018. Cable Communications’ capital expenditures decreased 5.2% to $1.7 billion in the first quarter of 2018, reflecting a lower level of spending on customer premise equipment, partially offset by increased investment in scalable infrastructure to increase network capacity and increased investment in line extensions. Cable capital expenditures represented 12.5% of Cable revenue in the first quarter of 2018 compared to 13.6% in last year’s first quarter. NBCUniversal’s capital expenditures of $269 million decreased 5.6%.

Net Cash Provided by Operating Activities was $5.5 billion in the first quarter of 2018. Free Cash Flow4 was $3.1 billion (see Table 5).

Dividends and Share Repurchases. During the first quarter of 2018, Comcast paid dividends totaling $738 million and repurchased 38.6 million of its common shares for $1.5 billion. As of March 31, 2018, Comcast had $5.5 billion available under its share repurchase authorization. Comcast expects to repurchase at least $5.0 billion of its Class A common stock during 2018, subject to market conditions.

Cable Communications

Revenue for Cable Communications increased 3.6% to $13.5 billion in the first quarter of 2018, driven primarily by increases in high-speed Internet and business services revenue. High-speed Internet revenue increased 8.2%, driven by an increase in the number of residential high-speed Internet customers and rate adjustments. Business services revenue increased 11.9%, primarily due to an increase in the number of customers receiving our small and medium-sized business services offerings. Advertising revenue increased 4.9% due to an

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increase in political advertising revenue and higher revenue from our advanced advertising businesses. Other revenue increased 4.5%, driven by Xfinity Home and an increase in revenue from our X1 licensing agreements. Video revenue decreased 0.8%, primarily due to a decline in the number of residential customers. Voice revenue decreased 2.7%, reflecting a decrease in the number of residential voice customers.

Total Customer Relationships increased by 273,000 to 29.6 million in the first quarter of 2018. Residential customer relationships increased by 244,000 and business customer relationships increased by 29,000. At the end of the first quarter, 69.3% of our residential customers received at least two Xfinity products. Total high-speed Internet customer net additions were 379,000, total video customer net losses were 96,000, total voice customer net losses were 54,000 and total security and automation customer net additions were 46,000.

Adjusted EBITDA for Cable Communications increased 4.7% to $5.4 billion in the first quarter of 2018, reflecting higher revenue, partially offset by a 2.9% increase in operating expenses. Video programming costs increased 3.0%, primarily reflecting higher retransmission consent fees and sports programming costs. Non-programming expenses increased 2.8%, primarily reflecting increases in technical and product support expenses, advertising, marketing and promotion costs and other operating costs, partially offset by a decline in customer service expenses. This quarter’s Adjusted EBITDA margin was 40.1%, compared to 39.6% in the first quarter of 2017.

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NBCUniversal

Revenue for NBCUniversal increased 21.3% to $9.5 billion in the first quarter of 2018, primarily driven by the broadcasts of the 2018 PyeongChang Olympics and the NFL’s Super Bowl which generated an incremental $1.6 billion of revenue at our TV businesses. Adjusted EBITDA increased 13.1% to $2.3 billion, reflecting increases at Broadcast, Cable Networks and Theme Parks, partially offset by a decline at Filmed Entertainment.

Cable Networks

Cable Networks revenue increased 21.0% to $3.2 billion in the first quarter of 2018, primarily reflecting higher distribution and advertising revenue. Distribution revenue increased 20.8%, driven by the broadcast of the 2018 PyeongChang Olympics, as well as contractual rate increases and the timing of contract renewals, partially offset by a decline in subscribers at our cable networks. Advertising revenue increased 19.6%, primarily due to the broadcast of the 2018 PyeongChang Olympics. Excluding $378 million of revenue generated by the broadcast of the 2018 PyeongChang Olympics, Cable Networks revenue increased 6.6% (see Table 6). Adjusted EBITDA increased 13.7% to $1.3 billion in the first quarter of 2018, reflecting higher revenue, partially offset by an increase in programming and production costs associated with the broadcast of the 2018 PyeongChang Olympics.

Broadcast Television

Broadcast Television revenue increased 58.3% to $3.5 billion in the first quarter of 2018, reflecting higher advertising and distribution and other revenue. Advertising revenue increased 84.9%, primarily driven by the broadcasts of the 2018 PyeongChang Olympics and the NFL’s Super Bowl. Distribution and other revenue increased 42.9%, due to the broadcast of the 2018 PyeongChang Olympics, as well as higher retransmission consent fees. Excluding $770 million of revenue generated by the broadcast of the 2018 PyeongChang Olympics and $423 million of revenue generated by the broadcast of the NFL’s Super Bowl, Broadcast Television revenue increased 4.3% (see Table 6). Adjusted EBITDA increased 57.5% to $507 million in the first quarter of 2018, reflecting higher revenue, partially offset by increased programming and production costs primarily associated with the broadcasts of the 2018 PyeongChang Olympics and the NFL’s Super Bowl.

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Filmed Entertainment

Filmed Entertainment revenue decreased 16.3% to $1.6 billion in the first quarter of 2018, primarily reflecting lower theatrical revenue. Theatrical revenue decreased 35.0% due to the higher number of films in last year’s first quarter, including Fifty Shades Darker, Sing, Split and Get Out, partially offset by the performances of Fifty Shades Freed, Pacific Rim Uprising, Darkest Hour and Pitch Perfect 3 in this year’s first quarter. Adjusted EBITDA decreased by 45.2% to $203 million in the first quarter of 2018, reflecting the decline in revenue, partially offset by lower programming and production costs.

Theme Parks

Theme Parks revenue increased 14.5% to $1.3 billion in the first quarter of 2018 due to higher per capita spending, which benefited from the timing of spring holidays, as well as the continued success of Volcano BayTM in Orlando, Minion ParkTM in Japan and The Wizarding World of Harry PotterTM in Hollywood. Adjusted EBITDA increased 24.6% to $495 million in the first quarter of 2018, 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 March 31, 2018, NBCUniversal Headquarters, Other and Eliminations Adjusted EBITDA loss was $188 million, compared to a loss of $186 million in the first quarter of 2017.

Corporate, Other and Eliminations primarily relate to corporate operations, our new wireless initiative, Xfinity Mobile, and Comcast Spectacor, as well as eliminations among Comcast’s businesses. For the quarter ended March 31, 2018, the Corporate, Other and Eliminations Adjusted EBITDA loss was $456 million, which includes a loss of $189 million from Xfinity Mobile and an increase in eliminations associated with the 2018 PyeongChang Olympics, compared to a loss of $183 million in the first quarter of 2017.

Notes:

1  We define Adjusted EBITDA as net income attributable to Comcast Corporation before net income attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax benefit (expense), investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance.

2       All earnings per share amounts are presented on a diluted basis.

3       Effective January 1, 2018, we adopted the new accounting standard related to revenue recognition. In connection with the adoption, we implemented changes in classification for our Cable Communications segment’s Video, High-Speed Internet, Voice, Business Services and Other revenues and costs and expenses. In addition, the new guidance impacted the timing of recognition for Cable Communications installation revenue and commissions expense, and Cable Networks, Broadcast Television and Filmed Entertainment content licensing renewals and extensions. These changes affected Operating Income and Adjusted EBITDA for Comcast Consolidated and the Cable Communications, Cable Networks, Broadcast Television and Filmed Entertainment segments. The adoption did not impact Consolidated Free Cash Flow; however, Cash Paid for Capitalized Software and Other Intangible Assets, and Changes in Operating Assets and Liabilities were affected. We adopted the guidance using the full retrospective method and all periods presented have been adjusted. To be consistent with our current management reporting presentation, certain 2017 operating results were reclassified within the Cable Communications segment.

4       Beginning in the first quarter 2018, we have implemented changes that simplify our definition of Free Cash Flow to the following: Net Cash Provided by Operating Activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures and cash paid for intangible assets. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments (such as significant legal settlements) that affect period-to-period comparability. Consistent with our previous definition, cash payments for acquisitions and construction of real estate properties are presented separately in our

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Consolidated Statement of Cash Flows and are therefore excluded from capital expenditures for Free Cash Flow. Following this change, our new definition of Free Cash Flow no longer adjusts for, among other things, the effects of economic stimulus packages, distributions to noncontrolling interests and dividends for redeemable preferred stock and certain nonoperating items. The prior period amounts have been adjusted to reflect this change. See Table 5 for reconciliation of non-GAAP financial measures.

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, April 25, 2018 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 2589896.  A replay of the call will be available starting at 12:00 p.m. ET on April 25, 2018, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Wednesday, May 2, 2018 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 2589896.

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.

Visit Comcast Corporation’s Investor Relations website at www.cmcsa.com to access a copy of this press release.

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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.  It also provides wireless and security and automation services to residential customers under the XFINITY brand.  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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(1) See Table 4 for a reconciliation of non-GAAP financial measures.

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(1)    Investment and other (income) loss, net, includes equity in net (income) losses of investees, realized and unrealized (gains) losses on equity securities, net, and other (income) expense, net.

(2)    Fair value investments include realized and unrealized (gains) losses on equity securities, net (as stated in Table 1), as well as the equity in net (income) losses, net for our investment in Atairos.

(3)    1st quarter 2018 net income attributable to Comcast Corporation includes a $128 million net income tax benefit as a result of federal tax legislation enacted in 2018.

(4)    1st quarter 2018 net income attributable to Comcast Corporation includes $64 million of other income, $48 million net of tax, resulting from a gain on the sale of our investment in The Weather Channel.

Note: Minor differences may exist due to rounding.

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(1)              Beginning in the first quarter 2018, we have implemented changes that simplify our definition of Free Cash Flow to the following: Net Cash Provided by Operating Activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures and cash paid for intangible assets. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments (such as significant legal settlements) that affect period-to-period comparability. Consistent with our previous definition, cash payments for acquisitions and construction of real estate properties are presented separately in our Consolidated Statement of Cash Flows and are therefore excluded from capital expenditures for Free Cash Flow. Following this change, our new definition of Free Cash Flow no longer adjusts for, among other things, the effects of economic stimulus packages, distributions to noncontrolling interests and dividends for redeemable preferred stock and certain nonoperating items. The prior period amounts have been adjusted to reflect this change.

Note: Minor differences may exist due to rounding.

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Note: Minor differences may exist due to rounding.

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Exhibit 99.2

Exhibit 99.2 - Explanation of Non-GAAP and Other Financial Measures

This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Comcast Corporation (“we”, “us” or “our”) sets forth the reasons we believe that presentation of financial measures not in accordance with generally accepted accounting principles in the United States (GAAP) contained in the earnings press release filed as Exhibit 99.1 to the Current Report on Form 8-K provides useful information to investors regarding our results of operations and financial condition. To the extent material, this Exhibit also discloses the additional purposes, if any, for which our management uses these non-GAAP financial measures. Reconciliations between these non-GAAP financial measures and their most directly comparable GAAP financial measures are included in the earnings press release itself. Non-GAAP financial information should be considered in addition to, but not as a substitute for, operating income, net income, net income attributable to Comcast Corporation, earnings per common share attributable to Comcast Corporation shareholders, net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the results of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

We define Adjusted EBITDA as net income attributable to Comcast Corporation before net income attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax benefit (expense), investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance.

We also use Adjusted EBITDA as the measure of profit or loss for our segments. Our measure of Adjusted EBITDA for our segments is not a non-GAAP financial measure under rules promulgated by the Securities and Exchange Commission.

Adjusted EPS

Adjusted EPS is a non-GAAP financial measure that presents the earnings generated by our ongoing core operations on a per share basis. We believe Adjusted EPS is helpful to investors in evaluating our ongoing core operations and can assist in making meaningful period-over-period comparisons. Our presentation of Adjusted EPS is our diluted earnings per common share attributable to Comcast Corporation shareholders adjusted to exclude the effects of fair value investments, as well as the impact of certain events, gains, losses or other charges (such as from the sales of investments). For Adjusted EPS, the effects of fair value investments include realized and unrealized gains and losses, including impairments, on equity securities not accounted for under the equity method, as well as the equity in net income (losses), net for our investment in Atairos Group, Inc. (Atairos follows investment company accounting and records its investments at their fair values each reporting period).

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors through stock repurchases and dividends. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe Free Cash Flow is useful to investors as a basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow may not be directly comparable to similar measures used by other companies. Free Cash Flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.

Exhibit 99.2 - Explanation of Non-GAAP and Other Financial Measures, cont’d

Free Cash Flow is defined as net cash provided by operating activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures and cash paid for intangible assets. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments (such as significant legal settlements) that affect period-to-period comparability. Cash payments for acquisitions and construction of real estate properties are presented separately in our Statement of Cash Flows and are therefore excluded from capital expenditures for Free Cash Flow.

Other Adjustments

We also present adjusted information (e.g., Adjusted Revenues), to exclude the impact of certain events, gains, losses or other charges.  This adjusted information is a non-GAAP financial measure. We believe, among other things, that the adjusted information may help investors evaluate our ongoing operations and can assist in making meaningful period-over-period comparisons.

Pro Forma Information

Pro forma information is used by management to evaluate performance when certain acquisitions or dispositions occur. Historical information reflects results of acquired businesses only after the acquisition dates while pro forma information enhances comparability of financial information between periods by adjusting the information as if the acquisitions or dispositions occurred at the beginning of a preceding year. Our pro forma information is adjusted for the timing of acquisitions or dispositions, the effects of acquisition accounting and the elimination of costs and expenses directly related to the transaction, but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma information is not a non-GAAP financial measure under Securities and Exchange Commission rules. Our pro forma information is not necessarily indicative of future results or what our results would have been had the acquired businesses been operated by us during the pro forma period.