UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  March 27, 2013
 
Comcast Corporation
(Exact Name of Registrant as Specified in Charter)
 
     
 
Pennsylvania
001-32871
27-0000798
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
 Identification No.)
 
One Comcast Center
Philadelphia, PA  19103
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:  (215) 286-1700
 
N/A
(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 1.01.  Entry into a Material Definitive Agreement.
 
On March 27, 2013, Comcast Corporation (“Comcast”), Comcast Cable Communications, LLC, Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC (collectively, the “Cable Guarantors”) and NBCUniversal Media, LLC (“NBCUniversal”) entered into a series of agreements and supplemental indentures to include NBCUniversal as part of Comcast’s existing cross-guarantee structure.  As members of the cross-guarantee structure, Comcast and the Cable Guarantors fully and unconditionally guarantee NBCUniversal’s public debt securities, and NBCUniversal fully and unconditionally guarantees all of Comcast’s and the Cable Guarantors’ public debt securities, as well as Comcast’s $6.25 billion revolving credit facility.
 
As is the case with the existing cross-guarantees, the sale by Comcast of a guarantor subsidiary (a “Sold Guarantor”), or of all or substantially all of the Sold Guarantor’s assets, releases the Sold Guarantor’s guarantee, but such a sale does not release Comcast’s or the other guarantors’ guarantees of the Sold Guarantor’s public debt securities.
 
Including NBCUniversal in the cross-guarantee structure does not result in NBCUniversal guaranteeing the obligations of NBCUniversal Enterprise, Inc. with respect to its $4.0 billion aggregate principal amount of senior debt securities, $1.35 billion credit facility, or $724.7 million liquidation preference of Series A cumulative preferred stock, nor does it result in NBCUniversal guaranteeing the Comcast Holdings Corporation Exchangeable Subordinated Debentures.
 
Item 3.03.  Material Modification to Rights of Security Holders.
 
The following securities, listed on the New York Stock Exchange, Inc., have been guaranteed by NBCUniversal as part of its inclusion in the cross-guarantee structure described above:
 
 
·
5.00% Notes due 2061 (NYSE: CCV)
 
 
·
5.50% Notes due 2029 (NYSE: CCGBP29)
 
 
·
9.455% Guaranteed Notes due 2022 (NYSE: CMCSA/22)
 
 
 
 
 
 
 
 
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:
March 27, 2013
  
By:
/s/ Arthur R. Block
       
Name:
Arthur R. Block
       
Title:
Senior Vice President, General Counsel and Secretary