CMCSA Comcast Corporation

Item 8.01 Other Events

On May 9, 2023, Comcast Corporation (“Comcast”) consummated the issuance and sale of $1,000,000,000 aggregate principal amount of its 4.550% Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of its 4.800% Notes due 2033 (the “2033 Notes”), $1,600,000,000 aggregate principal amount of its 5.350% Notes due 2053 (the “2053 Notes”) and $1,400,000,000 aggregate principal amount of its 5.500% Notes due 2064 (the “2064 Notes” and, together with the 2029 Notes, the 2033 Notes and the 2053 Notes, the “Notes”), pursuant to an underwriting agreement dated May 1, 2023 among Comcast, the Guarantors (as defined below) and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were issued pursuant to an Indenture dated as of September 18, 2013 (the “Base Indenture”) among Comcast, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 17, 2015 (the “First Supplemental Indenture”) among Comcast, the guarantors named therein and the Trustee and as further supplemented by the Second Supplemental Indenture dated as of July 29, 2022 (the “Second Supplemental Indenture”) among Comcast, the guarantors named therein and the Trustee, and an officers’ certificate issued pursuant thereto. The Notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal Media, LLC (the “Guarantors”).

The Notes were offered pursuant to Comcast’s Registration Statement on Form S-3 filed on July 29, 2022 (the “Registration Statement”), as amended at the date of the underwriting agreement (Reg. No. 333-266390), including the prospectus contained therein, and a related prospectus supplement, dated May 1, 2023.

The material terms and conditions of the Notes are set forth (i) in the Form of Officers’ Certificate filed herewith as Exhibit 4.1, (ii) in the Base Indenture, filed as Exhibit 4.3 to Comcast’s Registration Statement on Form S-3, as amended, filed on September 18, 2013 (Reg. No 333-191239), (iii) in the First Supplemental Indenture, filed as Exhibit 4.4 to Comcast’s Post Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 23, 2015 (Reg. No 333-191239) and (iv) in the Second Supplemental Indenture, which was filed as Exhibit 4.4 to the Registration Statement, each of which are incorporated by reference herein.