8-K

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): May 1, 2013

Comcast Corporation

(Exact Name of Registrant

as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-32871	27-0000798
(Commission File Number)	(IRS Employer Identification No.)
One Comcast Center Philadelphia, PA	19103-2838
(Address of Principal Executive Offices)	(Zip Code)

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 May 1, 2013, Comcast Corporation (“Comcast”) issued a press release reporting the results of its operations for the three months ended March 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

Exhibit Number	Description
99.1	Comcast Corporation press release dated May 1, 2013.
99.2	Explanation of Non-GAAP and Other Financial Measures.

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.

	COMCAST CORPORATION
Date: May 1, 2013	By:	/s/ Lawrence J. Salva
		Lawrence J. Salva Senior Vice President, Chief Accounting Officer                 and Controller (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

PRESS RELEASE

Investor Contacts:		Press Contacts:
Marlene S. Dooner Jane B. Kearns	(215) 286-7392 (215) 286-4794	D’Arcy Rudnay John Demming	(215) 286-8582 (215) 286-8011

COMCAST REPORTS 1st QUARTER 2013 RESULTS

Consolidated Revenue Increased 2.9%, Operating Cash Flow Increased 7.4% and

Operating Income Increased 11.2%

Earnings per Share Increased 20.0% to $0.54; Excluding Gain on Asset Sale,

EPS Increased 13.3% to $0.51

Free Cash Flow Increased 3.3% to $3.1 Billion

Quarterly Dividends and Share Repurchases Totaled $929 Million

PHILADELPHIA – May 1, 2013… Comcast Corporation (NASDAQ: CMCSA, CMCSK) today reported results for the quarter ended March 31, 2013.

Brian L. Roberts, Chairman and Chief Executive Officer of Comcast Corporation, said, “We are off to a solid start in 2013, with strong revenue and cash flow growth and record quarterly free cash flow. Cable’s results highlight revenue growth in every product, led by Video and High-Speed Internet, and overall customer growth, as we continue to effectively balance financial and customer performance. NBCUniversal’s businesses also generated strong first quarter performance, led by Film and Cable Networks. We completed the acquisition of NBCUniversal during the quarter and look forward to continuing to drive innovation and operational excellence to deliver superior entertainment and communications choices for consumers.”

Consolidated Financial Results

	1st Quarter
($ in millions)	2012		2013		Growth
Revenue	$	14,878	$	15,310		2.9	%
Operating Cash Flow (OCF)1	$	4,688	$	5,034		7.4	%
Operating Income	$	2,758	$	3,067		11.2	%
Earnings per Share2	$	0.45	$	0.54		20.0	%
Free Cash Flow3	$	3,039	$	3,138		3.3	%

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 first quarter of 2013 increased 2.9% to $15.3 billion. Excluding $259 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2012, revenue increased 4.7% (see Table 5). Operating Cash Flow increased 7.4% to $5.0 billion and Operating Income increased 11.2% to $3.1 billion.

Earnings per Share (EPS) for the first quarter of 2013 was $0.54, a 20.0% increase from the $0.45 reported in the first quarter of 2012. Excluding a $0.03 per share gain in the first quarter of 2013 on the sale of wireless spectrum licenses, EPS increased 13.3% (see Table 4).

Capital Expenditures increased 15.9% to $1.4 billion in the first quarter of 2013 compared to the first quarter of 2012. Cable Communications’ capital expenditures increased $38 million, or 3.6%, to $1.1 billion in the first quarter of 2013, primarily reflecting our ongoing investment in network infrastructure and the expansion of Business Services and Xfinity Home. Cable capital expenditures represented 10.7% of Cable revenue in the first quarter of 2013 compared to 11.0% in last year’s first quarter. NBCUniversal’s capital expenditures increased $152 million to $263 million in the first quarter of 2013, primarily reflecting increased investments in Theme Parks.

Free Cash Flow (excluding any impact from the Economic Stimulus packages) increased 3.3% to $3.1 billion in the first quarter of 2013 compared to the first quarter of 2012, reflecting growth in consolidated operating cash flow, partially offset by higher capital expenditures.

	1st Quarter
($ in millions)	2012			2013			Growth
Operating Cash Flow	$	4,688		$	5,034			7.4	%
Capital Expenditures		(1,174	)		(1,361	)		15.9	%
Cash Paid for Capitalized Software and Other Intangible Assets		(184	)		(182	)		(1.1	%)
Cash Interest Expense		(614	)		(617	)		0.5	%
Cash Taxes		(118	)		(461	)		NM
Changes in Operating Assets and Liabilities		346			369			6.6	%
Other		95			356			NM
Free Cash Flow (Incl. Economic Stimulus Packages)	$	3,039		$	3,138			3.3	%
Economic Stimulus Packages		-			-			-
Free Cash Flow	$	3,039		$	3,138			3.3	%

Note: The definition of Free Cash Flow excludes any impact from the 2008-2013 Economic Stimulus packages. These amounts have been excluded from Free Cash Flow to provide an appropriate comparison. “Other” in 2013 is substantially comprised of cash taxes paid in the first quarter of 2013 related to 2012 taxable income that were reflected as a reduction of 2012 Free Cash Flow.

NM=comparison not meaningful.

Dividends and Share Repurchases. During the first quarter of 2013, Comcast paid dividends totaling $429 million and repurchased 13.3 million of its common shares for $500 million. As of March 31, 2013, Comcast had approximately $3.0 billion available under its share repurchase authorization.

Cable Communications

	1st Quarter
($ in millions)	2012			2013			Growth
Cable Communications Revenue
Video	$	4,929		$	5,113			3.7	%
High-Speed Internet		2,323			2,523			8.6	%
Voice		878			900			2.6	%
Business Services		581			741			27.5	%
Advertising		475			488			2.7	%
Other		413			452			9.6	%
Cable Communications Revenue	$	9,599		$	10,217			6.4	%
Cable Communications OCF	$	3,955		$	4,219			6.7	%
OCF Margin		41.2	%		41.3	%
Cable Communications Capital Expenditures	$	1,056		$	1,094			3.6	%
Percent of Cable Communications Revenue		11.0	%		10.7	%

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Revenue for Cable Communications increased 6.4% to $10.2 billion in the first quarter of 2013 compared to $9.6 billion in the first quarter of 2012, reflecting increases of 8.6% in High-Speed Internet, 3.7% in Video and 27.5% in Business Services. Monthly average total revenue per Video customer increased 8.1% to $155.05, reflecting rate adjustments, an increasing number of residential customers taking multiple products and a higher contribution from Business Services.

Combined Video, High-Speed Internet and Voice Customers increased by 583,000 in the first quarter of 2013, a 3.2% increase in net additions compared to first quarter 2012, reflecting growth in High-Speed Internet and Voice customers. As of March 31, 2013, Video, High-Speed Internet and Voice customers totaled 51.9 million, an increase of 1.5 million or 3.0% over last year’s first quarter.

	Customers				Net Adds
(in thousands)	1Q12		1Q13		1Q12			1Q13
Video Customers		22,294		21,935		(37	)		(60	)
High-Speed Internet Customers		18,582		19,799		439			433
Voice Customers		9,506		10,166		164			211
Combined Video, HSI and Voice Customers		50,382		51,900		565			583

Operating Cash Flow for Cable Communications increased 6.7% to $4.2 billion in the first quarter of 2013 compared to $4.0 billion in the first quarter of 2012, reflecting higher revenue, partially offset by increases in video programming costs. This quarter’s operating cash flow margin was 41.3% compared to 41.2% in the first quarter of 2012.

NBCUniversal

	1st Quarter
($ in millions)	2012			2013			Growth
NBCUniversal Revenue
Cable Networks	$	2,128		$	2,225			4.6	%
Broadcast Television		1,861			1,517			(18.5	%)
Filmed Entertainment		1,192			1,216			2.0	%
Theme Parks		412			462			12.2	%
Headquarters, Other and Eliminations		(121	)		(80	)		NM
NBCUniversal Revenue	$	5,472		$	5,340			(2.4	%)
(% growth excluding Super Bowl)								2.4	%
NBCUniversal OCF
Cable Networks	$	809		$	859			6.2	%
Broadcast Television		(14	)		(35	)		NM
Filmed Entertainment		6			69			NM
Theme Parks		157			173			10.3	%
Headquarters, Other and Eliminations		(145	)		(113	)		NM
NBCUniversal OCF	$	813		$	953			17.2	%

Revenue for NBCUniversal decreased 2.4% to $5.3 billion in the first quarter of 2013 compared to $5.5 billion in the first quarter of 2012. Excluding $259 million of revenue generated by the broadcast of the NFL’s Super Bowl in the first quarter of 2012, revenue increased 2.4% (see Table 5). Operating Cash Flow increased 17.2% to $953 million compared to $813 million in the first quarter of 2012, reflecting strong results at Cable Networks, Filmed Entertainment and Theme Parks.

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Cable Networks

For the first quarter of 2013, revenue from the Cable Networks segment increased 4.6% to $2.2 billion compared to the first quarter of 2012, driven by an 8.6% increase in distribution revenue. Advertising revenue increased 2.5%, primarily reflecting price increases, offset by lower ratings, and content licensing and other revenue decreased 11.9%. Operating cash flow increased 6.2% to $859 million compared to $809 million in the first quarter of 2012, reflecting higher revenue and a 2.4% increase in programming and production costs, due to the continued investment in original programming, partially offset by lower sports programming costs compared to last year’s first quarter.

Broadcast Television

For the first quarter of 2013, revenue from the Broadcast Television segment decreased 18.5% to $1.5 billion compared to $1.9 billion in the first quarter of 2012. Excluding $259 million of revenue generated by the NFL’s Super Bowl in the first quarter of 2012, revenue decreased 5.3% (see Table 5), driven by lower primetime ratings at the NBC broadcast network and lower content licensing revenue. Primarily reflecting the decline in revenue, the Broadcast Television segment generated an operating cash flow loss of $35 million in the first quarter of 2013 compared to a loss of $14 million in the first quarter of 2012.

Filmed Entertainment

For the first quarter of 2013, revenue from the Filmed Entertainment segment increased 2.0% to $1.2 billion compared to the first quarter of 2012, driven by higher theatrical revenue from the strong box office performance of Les Miserables and the first quarter releases of Identity Thief and Mama, as well as higher content licensing revenue. Operating cash flow increased to $69 million compared to $6 million in the first quarter of 2012, reflecting higher revenue due to improved performance and lower marketing expense due to fewer theatrical releases in the first quarter compared to the same period last year.

Theme Parks

For the first quarter of 2013, revenue from the Theme Parks segment increased 12.2% to $462 million compared to $412 million in the first quarter of 2012, driven by higher attendance at the Orlando and Hollywood parks, which benefitted, in part, from the timing of holidays. First quarter operating cash flow increased 10.3% to $173 million compared to $157 million in the same period last year, reflecting higher revenue, partially offset by increased operating 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 March 31, 2013, NBCUniversal Headquarters, Other and Eliminations operating cash flow loss was $113 million compared to a loss of $145 million in the first quarter of 2012, reflecting lower employee benefit costs.

Corporate, Other and Eliminations

Corporate, Other and Eliminations include corporate operations, Comcast-Spectacor and eliminations among Comcast’s businesses. For the quarter ended March 31, 2013, Corporate, Other and Eliminations revenue was ($247) million compared to ($193) million in 2012. The operating cash flow loss was $138 million compared to a loss of $80 million in the first quarter of 2012, reflecting higher eliminations due to increased content licensing between our businesses and fewer events at Comcast-Spectacor.

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Notes:

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

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

3 We define Free Cash Flow as Net Cash Provided by Operating Activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures, cash paid for intangible assets 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, May 1, 2013 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 27576169. A replay of the call will be available starting at 12:30 p.m. ET on May 1, 2013, on the Investor Relations website or by telephone. To access the telephone replay, which will be available until Wednesday, May 8, 2013 at midnight ET, please dial (855) 859-2056 and enter the conference ID number 27576169.

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 and entertainment 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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TABLE 1 Condensed Consolidated Statement of Income (Unaudited)  

(in millions, except per share data)	Three Months Ended March 31,
	2012			2013
Revenue	$	14,878		$	15,310
Programming and production		4,737			4,663
Other operating and administrative		4,244			4,466
Advertising, marketing and promotion		1,209			1,147
		10,190			10,276
Operating cash flow		4,688			5,034
Depreciation expense		1,529			1,566
Amortization expense		401			401
		1,930			1,967
Operating income		2,758			3,067
Other income (expense)
Interest expense		(640	)		(653	)
Investment income (loss), net		92			72
Equity in net income (losses) of investees, net		3			11
Other income (expense), net		(16	)		73
		(561	)		(497	)
Income before income taxes		2,197			2,570
Income tax expense		(750	)		(925	)
Net income		1,447			1,645
Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock		(223	)		(208	)
Net income attributable to Comcast Corporation	$	1,224		$	1,437
Diluted earnings per common share attributable to Comcast Corporation shareholders	$	0.45		$	0.54
Dividends declared per common share attributable to Comcast Corporation shareholders	$	0.1625		$	0.195
Diluted weighted-average number of common shares		2,744			2,675

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TABLE 2 Condensed Consolidated Balance Sheet (Unaudited)  

(in millions)	December 31, 2012		March 31,    2013
ASSETS
Current Assets
Cash and cash equivalents	$	10,951	$	1,839
Investments		1,464		2,841
Receivables, net		5,521		5,063
Programming rights		909		901
Other current assets		1,146		1,139
Total current assets		19,991		11,783
Film and television costs		5,054		4,653
Investments		6,325		5,433
Property and equipment, net		27,232		28,219
Franchise rights		59,364		59,364
Goodwill		26,985		26,996
Other intangible assets, net		17,840		17,584
Other noncurrent assets, net		2,180		2,332
	$	164,971	$	156,364
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses related to trade creditors	$	6,206	$	5,750
Accrued participations and residuals		1,350		1,469
Deferred revenue		851		903
Accrued expenses and other current liabilities		5,931		7,719
Current portion of long-term debt		2,376		2,177
Total current liabilities		16,714		18,018
Long-term debt, less current portion		38,082		45,049
Deferred income taxes		30,110		31,152
Other noncurrent liabilities		13,271		12,640
Redeemable noncontrolling interests and redeemable subsidiary preferred stock		16,998		854
Equity
Comcast Corporation shareholders’ equity		49,356		48,190
Noncontrolling interests		440		461
Total equity		49,796		48,651
	$	164,971	$	156,364

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TABLE 3 Consolidated Statement of Cash Flows (Unaudited)  

(in millions)	Three Months Ended March 31,
	2012			2013
OPERATING ACTIVITIES
Net income	$	1,447		$	1,645
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,930			1,967
Amortization of film and television costs		2,153			1,972
Share-based compensation		89			102
Noncash interest expense (income), net		48			42
Equity in net (income) losses of investees, net		(3	)		(11	)
Cash received from investees		73			23
Net (gain) loss on investment activity and other		(74	)		(132	)
Deferred income taxes		(59	)		(373	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Change in current and noncurrent receivables, net		(60	)		465
Change in film and television costs		(2,061	)		(1,577	)
Change in accounts payable and accrued expenses related to trade creditors		234			(281	)
Change in other operating assets and liabilities		676			527
Net cash provided by operating activities		4,393			4,369
INVESTING ACTIVITIES
Capital expenditures		(1,174	)		(1,361	)
Cash paid for intangible assets		(184	)		(182	)
Acquisition of 30 Rockefeller Plaza properties		-			(1,311	)
Proceeds from sales of businesses and investments		35			74
Return of capital from investees		-			16
Purchases of investments		(62	)		(88	)
Other		36			89
Net cash provided by (used in) investing activities		(1,349	)		(2,763	)
FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings, net		(407	)		491
Proceeds from borrowings		-			2,933
Repurchases and repayments of debt		(1,125	)		(1,811	)
Repurchases and retirements of common stock		(750	)		(500	)
Dividends paid		(304	)		(429	)
Issuances of common stock		150			13
Purchase of NBCUniversal noncontrolling common equity interest		-			(10,747	)
Distributions to noncontrolling interests		(58	)		(49	)
Settlement of Station Venture liability		-			(602	)
Other		37			(17	)
Net cash provided by (used in) financing activities		(2,457	)		(10,718	)
Increase (decrease) in cash and cash equivalents		587			(9,112	)
Cash and cash equivalents, beginning of period		1,620			10,951
Cash and cash equivalents, end of period	$	2,207		$	1,839

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TABLE 4 Supplemental Information   Alternate Presentation of Net Cash Provided by Operating Activities and Free Cash Flow (Unaudited)  

	Three Months Ended March 31,
(in millions)	2012			2013
Operating income	$	2,758		$	3,067
Depreciation and amortization		1,930			1,967
Operating income before depreciation and amortization		4,688			5,034
Noncash share-based compensation expense		89			102
Changes in operating assets and liabilities		346			369
Cash basis operating income		5,123			5,505
Payments of interest		(614	)		(617	)
Payments of income taxes		(118	)		(461	)
Proceeds from investments and other		75			36
Excess tax benefits under share-based compensation		(73	)		(94	)
Net Cash Provided by Operating Activities	$	4,393		$	4,369
Capital expenditures		(1,174	)		(1,361	)
Cash paid for capitalized software and other intangible assets		(184	)		(182	)
Distributions to noncontrolling interests		(58	)		(49	)
Nonoperating items		62			361
Free Cash Flow (including economic stimulus packages)	$	3,039		$	3,138
Economic stimulus packages		-			-
Total Free Cash Flow	$	3,039		$	3,138

Reconciliation of EPS Excluding Gain Related to Sale of Wireless Spectrum Licenses (Unaudited)

	Three Months Ended March 31,
(in millions, except per share data)	2012				2013
	$		EPS(1)		$			EPS(1)
Net income attributable to Comcast Corporation	$	1,224	$	0.45	$	1,437		$	0.54
Growth %						17.4	%		20.0	%
Gain on sale of wireless spectrum licenses(2)		-		-		(67	)		(0.03	)
Net income attributable to Comcast Corporation (excluding gain related to sale of wireless spectrum licenses)	$	1,224	$	0.45	$	1,370		$	0.51
Growth %						12.0	%		13.3	%

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

(2) 1st quarter 2013 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.

Note: Minor differences may exist due to rounding.

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TABLE 5   Reconciliation of Consolidated Revenue Excluding Super Bowl (Unaudited)  

	Three Months Ended March 31,
(in millions)	2012			2013		Growth %
Revenue	$	14,878		$	15,310		2.9	%
Super Bowl		(259	)		-
Revenue excluding Super Bowl	$	14,619		$	15,310		4.7	%

Reconciliation of Consolidated NBCUniversal Revenue Excluding Super Bowl (Unaudited)

	Three Months Ended March 31,
(in millions)	2012			2013		Growth %
Revenue	$	5,472		$	5,340		(2.4	%)
Super Bowl		(259	)		-
Revenue excluding Super Bowl	$	5,213		$	5,340		2.4	%

Reconciliation of Broadcast Television Revenue Excluding Super Bowl (Unaudited)

	Three Months Ended March 31,
(in millions)	2012			2013		Growth %
Revenue	$	1,861		$	1,517		(18.5	%)
Super Bowl		(259	)		-
Revenue excluding Super Bowl	$	1,602		$	1,517		(5.3	%)

Note: Minor differences may exist due to rounding.

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EX-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 (“Company”, “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 financial condition and results of operations. To the extent material, this Exhibit also discloses the additional purposes, if any, for which our 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 earnings press release itself.

Operating Cash Flow is the primary basis used to measure the operational strength and performance of our businesses. Free Cash Flow and Unlevered Free Cash Flow are additional performance measures used as indicators of our ability to service and repay debt, make investments and return capital to investors, through stock repurchases and dividends. We also adjust certain historical data on a pro forma basis following certain acquisitions or dispositions to enhance comparability.

Operating Cash Flow is defined as operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on sale of assets, if any. This measure eliminates the significant level of non-cash 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 structure or investment activities. 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. We believe that Operating Cash Flow is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure of Operating Cash Flow may not be directly comparable to similar measures used by other companies.

Because we use Operating Cash Flow to measure our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with GAAP, in the business segment footnote to our quarterly and annual consolidated financial statements. Therefore, we believe our measure of Operating Cash Flow for our segments is not a “non-GAAP financial measure” as contemplated by Regulation G adopted by the Securities and Exchange Commission. Consolidated Operating Cash Flow is a non-GAAP financial measure.

Free Cash Flow, which is a non-GAAP financial measure, is defined 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 (such as income taxes on investment sales and nonrecurring payments related to income tax and litigation contingencies of acquired companies). Unlevered Free Cash Flow is Free Cash Flow before cash paid interest. We believe that Free Cash Flow and Unlevered Free Cash Flow are also useful to investors as the basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow and Unlevered Free Cash Flow may not be directly comparable to similar measures used by other companies.

Pro forma data is used by management to evaluate performance when certain acquisitions or dispositions occur. Historical data reflects results of acquired businesses only after the acquisition dates while pro forma data enhances comparability of financial information between periods by adjusting the data as if the acquisitions or dispositions occurred at the beginning of the preceding year. Our pro forma data is adjusted for the timing of acquisitions or dispositions, the effects of acquisition accounting, eliminating the 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. We do not believe our pro forma data is a non-GAAP financial measure as contemplated by Regulation G.

In certain circumstances we also present “adjusted” data, to exclude certain gains, losses or other charges, net of tax (such as from the sales of investments or dispositions of businesses). This “adjusted” data is a non-GAAP financial measure. We believe, among other things, that the “adjusted” data may help investors evaluate our ongoing operations and can assist in making meaningful period-over-period comparisons.

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

Non-GAAP financial measures should not be considered as substitutes for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.

Additionally, in the opinion of management, our pro forma data is not necessarily indicative of future results or what our results would have been had the acquired businesses been operated by us after the assumed earlier date.

In Exhibit 99.1 to this Current Report on Form 8-K we provide reconciliations of Free Cash Flow in Table 4, Consolidated Operating Cash Flow in Table 1 and “adjusted” data in Tables 4 and 5.