Comcast Corporation

09/26/2024 | Press release | Distributed by Public on 09/26/2024 14:16

Material Event Form 8 K

Item 8.01 Other Events

On September 26, 2024, Comcast Corporation ("Comcast") consummated the issuance and sale of €900,000,000 aggregate principal amount of its 3.250% Notes due 2032 (the "2032 Euro Notes"), €900,000,000 aggregate principal amount of its 3.550% Notes due 2036 (the "2036 Euro Notes" and, together with the 2032 Euro Notes, the "Euro Notes") and £750,000,000 aggregate principal amount of its 5.250% Notes due 2040 (the "Sterling Notes," and together with the Euro Notes, the "Notes"), pursuant to an underwriting agreement dated September 23, 2024 among Comcast, the Guarantors (as defined below) and the 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-3filed 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, a related preliminary prospectus supplement, dated September 23, 2024 and a related prospectus supplement, dated September 23, 2024.

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.