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): December 8, 2014
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:
| ¨ | 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 7.01. Regulation FD Disclosure
Charter Communications, Inc. (“Charter”) intends to file a Registration Statement on Form S-4 with the Securities and Exchange Commission relating to the transactions agreement dated April 25, 2014 between Comcast Corporation (“Comcast”) and Charter that will include certain historical combined financial statements for the Comcast Cable Systems to be Contributed to Midwest Cable, Inc., or SpinCo, which is a newly formed entity that Comcast intends to spin-off to its shareholders. Accordingly, Comcast is furnishing the unaudited condensed combined financial statements of Comcast Cable Systems to be Contributed to Midwest Cable, Inc. as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 attached hereto as Exhibit 99.1.
Comcast does not intend for this Item 7.01 or Exhibit 99.1 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 |
Description | |
| 99.1 | Unaudited Condensed Combined Financial Statements of Comcast Cable Systems to be Contributed to Midwest Cable, Inc. as of September 30, 2014 and for the Nine Months Ended September 30, 2014 and 2013 | |
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: December 8, 2014 | By: | /s/ Lawrence J. Salva | ||||||
| Name: Lawrence J. Salva | ||||||||
| Title: Senior Vice President, Chief Accounting Officer and Controller | ||||||||