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): June 17, 2020

Comcast Corporation

(Exact Name of Registrant as Specified in Charter)

	Pennsylvania (State or other jurisdiction of incorporation)
001-32871 (Commission File Number)		27-0000798 (IRS Employer Identification No.)

One Comcast Center Philadelphia, PA (Address of Principal Executive Offices) 19103-2838 (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(b) 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))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	CMCSA	NASDAQ Global Select Market
0.250% Notes due 2027	CMCS27	NASDAQ Global Market
1.500% Notes due 2029	CMCS29	NASDAQ Global Market
0.750% Notes due 2032	CMCS32	NASDAQ Global Market
1.875% Notes due 2036	CMCS36	NASDAQ Global Market
1.250% Notes due 2040	CMCS40	NASDAQ Global Market
9.455% Guaranteed Notes due 2022	CMCSA/22	New York Stock Exchange
5.50% Notes due 2029	CCGBP29	New York Stock Exchange
2.0% Exchangeable Subordinated Debentures due 2029	CCZ	New York Stock Exchange

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 ☐

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. ☐

Item 7.01 Regulation FD Disclosure

On June 18, 2020, Comcast Corporation (“Comcast”) announced that, as of 5:00 p.m., New York City time, on June 17, 2020, it had received tenders for an aggregate principal amount of $585,105,000 of the $1,000,000,000 total outstanding aggregate principal amount of its Floating Rate Notes due October 2021 (the “Comcast Notes”), and NBCUniversal Enterprise, Inc., a subsidiary of Comcast, had received tenders for an aggregate principal amount of $1,191,465,000 of the $1,500,000,000 total outstanding aggregate principal amount of its Senior Floating Rate Notes due April 2021 (the “NBCU Enterprise Notes” and, together with the Comcast Notes, the “Notes”), in each case in the cash tender offers announced on June 11, 2020, which were made pursuant to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery, each dated June 11, 2020 (the “Tender Offer Documents”).

An additional $1,041,000 aggregate principal amount of the Comcast Notes were tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any securities.

Item 9.01 Exhibits

Exhibit Number	Description
99.1	Comcast press release dated June 18, 2020 announcing the results of the tender offers.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	June 18, 2020	By:	/s/ Elizabeth Wideman
			Name:	Elizabeth Wideman
			Title:	Vice President, Senior Deputy General Counsel and Assistant Secretary

EX-99.1

Exhibit 99.1

 

Comcast Corporation and NBCUniversal Enterprise, Inc. Announce Results of Tender Offers for Certain of their Outstanding Senior Debt Securities

June 18, 2020 9:00 AM Eastern Daylight Time

PHILADELPHIA, Pennsylvania.--(BUSINESS WIRE)—Comcast Corporation (“Comcast”) announced that, as of 5:00 p.m., New York City time, on June 17, 2020 (the “Expiration Time”), it had received tenders for an aggregate principal amount of $585,105,000 of the $1,000,000,000 total outstanding aggregate principal amount of its Floating Rate Notes due October 2021 (the “Comcast Notes”), and NBCUniversal Enterprise, Inc., a subsidiary of Comcast (“NBCU Enterprise” and, together with Comcast, the “Issuers”) had received tenders for an aggregate principal amount of $1,191,465,000 of the $1,500,000,000 total outstanding aggregate principal amount of its Senior Floating Rate Notes due April 2021 (the “NBCU Enterprise Notes” and, together with the Comcast Notes, the “Notes”), in each case in the cash tender offers announced on June 11, 2020, which were made pursuant to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery, each dated June 11, 2020 (the “Tender Offer Documents”). An additional $1,041,000 aggregate principal amount of the Comcast Notes were tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

The Issuers have accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. Holders whose Notes have been accepted for purchase will also receive accrued and unpaid interest on the purchased Notes from the last interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below). The Issuers also expect to accept Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. The Issuers will not accept any further tenders.

The Settlement Date for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time is expected to be June 22, 2020. The purchase of the Notes will be funded by cash on hand.

Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. served as Joint Dealer Managers for the tender offer.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offers were made only by, and pursuant to the terms of, the Tender Offer Documents. The tender offers were not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers were made by the Joint Dealer Managers on behalf of the Issuers. None of the Issuers, the Tender and Information Agent or the Joint Dealer Managers, nor any of their affiliates, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA) is a global media and technology company with three primary businesses: Comcast Cable Communications, LLC (“Comcast Cable”), NBCUniversal Media, LLC (“NBCUniversal”), and Sky Limited (“Sky”). Comcast Cable is one of the United States’ largest high-speed internet, video, 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 is global and 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. Sky is one of Europe's leading media and entertainment companies, connecting customers to a broad range of video content through its pay television services. It also provides communications services, including residential high-speed internet, phone, and wireless services. Sky operates the Sky News broadcast network and sports and entertainment networks, produces original content, and has exclusive content rights. Visit www.comcastcorporation.com for more information.

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.

Our businesses may be affected by, among other things, the following:

· the COVID-19 pandemic could have a material adverse effect on our businesses and results of operations;

· our businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if we do not compete effectively;

· changes in consumer behavior driven by online video distribution platforms for viewing content continue to adversely affect our businesses and challenge existing business models;

· a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses;

· our businesses depend on keeping pace with technological developments;

· we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses;

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· programming expenses for our video services are increasing, which could adversely affect Comcast Cable’s and Sky’s video businesses;

· NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase;

· the loss of programming distribution and licensing agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses;

· less favorable telecommunications access regulations, the loss of Sky’s transmission agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms could adversely affect Sky’s businesses;

· we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses;

· our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others;

· we may be unable to obtain necessary hardware, software and operational support;

· weak economic conditions may have a negative impact on our businesses;

· acquisitions and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated;

· we face risks relating to doing business internationally that could adversely affect our businesses;

· unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures;

· labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses;

· the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses; and

· our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock

You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them.

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The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ from expectations, look under the captions “Forward Looking Statements” and “Risk Factors” in Comcast’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the SEC.

Contacts

Investor Contacts:
Marci Ryvicker (215) 286-4781

Jane Kearns (215) 286-4794 

Marc Kaplan (215) 286-6527

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XML

Cover	Jun. 17, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 17, 2020
Entity File Number	001-32871
Entity Registrant Name	Comcast Corporation
Entity Central Index Key	0001166691
Entity Tax Identification Number	27-0000798
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	One Comcast Center
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103-2838
City Area Code	215
Local Phone Number	286-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	CMCSA
Security Exchange Name	NASDAQ
A 0. 250 Percent Notes Due 2027 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	0.250% Notes due 2027
Trading Symbol	CMCS27
Security Exchange Name	NASDAQ
A 1. 500 Percent Notes Due 2029 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	1.500% Notes due 2029
Trading Symbol	CMCS29
Security Exchange Name	NASDAQ
A 0. 750 Percent Notes Due 2032 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	0.750% Notes due 2032
Trading Symbol	CMCS32
Security Exchange Name	NASDAQ
A 1. 875 Percent Notes Due 2036 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	1.875% Notes due 2036
Trading Symbol	CMCS36
Security Exchange Name	NASDAQ
A 1. 250 Percent Notes Due 2040 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	1.250% Notes due 2040
Trading Symbol	CMCS40
Security Exchange Name	NASDAQ
A 9. 455 Percent Guaranteed Notes Due 2022 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	9.455% Guaranteed Notes due 2022
Trading Symbol	CMCSA/22
Security Exchange Name	NYSE
A 5. 50 Percent Notes Due 2029 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	5.50% Notes due 2029
Trading Symbol	CCGBP29
Security Exchange Name	NYSE
A 2. 0 Percent Exchangeable Subordinated Debentures Due 2029 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	2.0% Exchangeable Subordinated Debentures due 2029
Trading Symbol	CCZ
Security Exchange Name	NYSE