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Other preliminary proxy statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

COMCAST CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[DATE]

Dear Shareholder:

The Board of Directors of Comcast Corporation has approved a proposal to amend and restate our Amended and Restated Articles of Incorporation (our Existing Articles) in order to reclassify each issued share of Class A Special Common Stock into one share of Class A Common Stock (the Reclassification). We refer to the Existing Articles as modified by these amendments as the Amended Articles.

We believe that the Reclassification will benefit our shareholders by, among other things, eliminating investor confusion caused by having two classes of publicly traded stock and improving the trading liquidity of our publicly traded stock. We have scheduled a special meeting of shareholders to be held on [ ● ], and we ask for your support in voting in favor of the proposal to adopt the Amended Articles at that meeting.

The Board of Directors determined that the Amended Articles and the Reclassification are fair to and in the best interests of the Company and our shareholders, including, in particular, the holders of shares of Class A Common Stock and the holders of shares of Class A Special Common Stock. The Board of Directors also approved the Amended Articles and recommends that shareholders vote in favor of the proposal to adopt the Amended Articles and, as a result, the Reclassification.

The proposal to adopt the Amended Articles must be approved by (i) the affirmative vote of a majority of the votes cast by holders of our Class A Common Stock, voting separately as a class, (ii) the affirmative vote of a majority of the votes cast by holders of our Class A Special Common Stock, voting separately as a class, and (iii) the affirmative vote of a majority of the votes cast by holders of our Class A Common Stock and our Class B Common Stock, voting together as a single class.

The date, time and place of the special meeting are contained in the attached notice. It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting, please either complete and return the enclosed proxy card in the accompanying envelope or submit your proxy using the Internet or telephone procedures provided in the attached proxy statement. Please note that submitting a proxy using any one of these methods will not prevent you from attending the meeting and voting in person should you wish to do so.

This document provides you with detailed information about the proposal to adopt the Amended Articles and the special meeting. We encourage you to carefully read this entire document, including Appendixes A, B and C attached hereto, before voting.

If you have any questions or require assistance in voting your shares, you should call D.F. King & Co., Inc., Comcasts information agent for the special meeting, toll-free at 1-866-416-0551.

Sincerely,

ARTHUR R. BLOCK

Secretary

Notice of Special Meeting of Shareholders of Comcast Corporation

All shareholders are cordially invited to attend the meeting. Travel directions can be found on page 32 of the attached proxy statement. If you are unable to attend the meeting, please submit your proxy by Internet or telephone, or by signing, dating and returning the accompanying proxy card as soon as possible. If you attend the meeting, you may personally vote your shares regardless of whether you have signed a proxy.

Only shareholders of record at the close of business on October 20, 2015 may vote at the meeting. Attendance at the meeting is limited to shareholders of record and one guest per shareholder. If the meeting is adjourned for at least 15 days because a quorum is not present, then, at the reconvened meeting, shareholders who attend the meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in Voting Securities and Principal Holders Outstanding Shares and Voting Rights in the attached proxy statement.

The attached proxy statement is being mailed to our shareholders beginning on or about [ ● ].

Your vote is important. Please vote your shares promptly. To vote your shares, you can (i) use the Internet, as described in the attached proxy statement and on your proxy card; (ii) call the toll-free telephone number set forth in the attached proxy statement and on your proxy card; or (iii) complete, sign and date your proxy card and return your proxy card by mail.

If you have any questions or require assistance in voting your shares, you should call D.F. King & Co., Inc., Comcasts information agent for the special meeting, toll-free at 1-866-416-0551.

[DATE]

TABLE OF CONTENTS

PROXY STATEMENT

GENERAL INFORMATION

WHO MAY VOTE

Holders of record of Class A Common Stock, Class A Special Common Stock and Class B Common Stock of Comcast Corporation (Comcast, the Company, our, we or us) at the close of business on October 20, 2015 may vote at the special meeting of shareholders. This proxy statement is being mailed to our shareholders beginning on or about [ ● ].

HOW TO VOTE

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

MATTERS TO BE PRESENTED

At the special meeting of shareholders, the only matter that will be presented will be the proposal to amend and restate the Companys Amended and Restated Articles of Incorporation (our Existing Articles) in order to reclassify each issued share of Class A Special Common Stock into one share of Class A Common Stock (the Reclassification) and make other minor changes to our Existing Articles as discussed in Proposal to Amend and Restate the Existing Articles and to Reclassify Our Class A Special Common Stock into Class A Common Stock and Other Changes Included in the Proposal to Amend and Restate the Existing Articles. If the Reclassification becomes effective, the Class A Special Common Stock will be eliminated and the current holders of Class A Special Common Stock will become holders of Class A Common Stock and will vote together with the other holders of Class A Common Stock on any matter for which Class A Common Stock is entitled to vote.

We refer to the Existing Articles as modified by these amendments as the Amended Articles. Attached to this proxy statement as Appendix A is the form of the Articles of Amendment and Amended Articles (the Articles of Amendment), which, as described below, will be filed with the Pennsylvania Department of State if adoption of the Amended Articles is approved.

If the meeting is postponed or adjourned, the proxies will vote your shares on the new meeting date in accordance with your previous instructions, unless you have revoked your proxy. Only business specified in the written notice of the meeting may be conducted at the meeting.

HOW PROXIES WORK

Our Board of Directors (the Board) is asking for your proxy. Giving us your proxy means that you authorize us to vote your shares at the meeting in the manner you direct. You may vote for or against the proposal to adopt the Amended Articles or abstain from voting.

You can vote by proxy in any of the following ways:

If you vote via the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on [ ● ].

If you give us your signed proxy but do not specify how to vote, we will vote your shares in favor of the proposal to adopt the Amended Articles.

If you hold shares of Class A Common Stock or Class A Special Common Stock in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan and vote, the respective plan trustee will vote your shares as you specify on your proxy card. If you hold shares of Class A Common Stock or Class A Special Common Stock in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan and do not vote, or you sign and return your proxy card without voting instructions, the respective plan trustee will vote your shares in the same proportion on each matter as it votes shares held in the respective plan for which voting directions were received. To allow sufficient time for voting by the plan trustee, your voting instructions must be received by [ ● ] .

REVOKING A PROXY

You may revoke your proxy before it is voted by:

ATTENDING IN PERSON

Attendance at the meeting is limited to shareholders of record on October 20, 2015 and one guest per shareholder. For safety and security reasons, video and audio recording devices will not be allowed in the meeting. All meeting attendees may be asked to present a valid, government-issued photo identification, such as a drivers license or passport, before entering the meeting, and attendees will be subject to security inspections.

Please bring an admission ticket with you to the meeting. Shareholders who do not present an admission ticket at the meeting will be admitted only upon verification of share ownership. An admission ticket is attached to your proxy card. Alternatively, if your shares are held in the name of your bank, brokerage firm or other nominee, the voting instruction form received from your bank, brokerage firm or other nominee or an account statement or letter from the nominee indicating that you beneficially owned shares as of the close of business on October 20, 2015, the record date for voting, will serve as an admission ticket.

Registered shareholders also may request a replacement admission ticket by sending a written request to Comcast Corporation, in care of Broadridge Financial Solutions, Post Office Box 9160, Farmingdale, NY 11735.

WEBCAST OF THE MEETING

We are pleased to offer a live audio webcast of the matter to be voted upon at the special meeting of shareholders. You may listen to this webcast starting at [ ● ] on [ ● ] by visiting [ ● ].

CONDUCT OF THE MEETING

The Chairman of our Board (or any person designated by our Board) has broad authority to conduct the special meeting of shareholders in an orderly manner. This authority includes establishing rules of conduct for shareholders who wish to address the meeting, including limiting questions to the order of business and to a certain amount of time. Copies of these rules will be available at the meeting. To ensure that the meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such person designated by our Board) may exercise broad discretion in recognizing shareholders who wish to speak, in determining the extent of discussion and in managing disruptions or disorderly conduct.

ADDITIONAL INFORMATION ON THE SPECIAL MEETING OF SHAREHOLDERS

If you have questions or would like more information about the special meeting of shareholders, you can contact us in any of the following ways:

Arthur R. Block, Secretary

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103

VOTING SECURITIES AND PRINCIPAL HOLDERS

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on October 20, 2015, the record date, we had outstanding 2,094,509,275 shares of Class A Common Stock, 347,326,688 shares of Class A Special Common Stock and 9,444,375 shares of Class B Common Stock.

All holders of record of shares of Class A Common Stock, Class A Special Common Stock and Class B Common Stock on the record date are entitled to vote on the proposal to adopt the Amended Articles. Approval of the proposal to adopt the Amended Articles requires:

For purposes of the combined vote of the Class A Common Stock and the Class B Common Stock, each holder of Class A Common Stock is entitled to 0.1353 votes per share and each holder of Class B Common Stock is entitled to 15 votes per share, in each case, as of the record date.

We must have a quorum to carry on the business of the special meeting of shareholders. This means that shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on the proposal to adopt the Amended Articles must be represented at the meeting, either in person or by proxy.

If you do not give us your signed proxy, your shares will neither count towards a quorum at this special meeting, nor be voted on the proposal to adopt the Amended Articles. If you give us your signed proxy but do not specify how to vote, your shares will count towards a quorum and we will vote your shares in favor of the proposal to adopt the Amended Articles. Abstentions will count towards a quorum, but broker nonvotes will not count towards a quorum at this special meeting.

Broker nonvotes occur on a matter when a bank, brokerage firm or other nominee is not permitted by applicable regulatory requirements to vote on that matter without instruction from the owner of the shares and no instruction is given. While banks, brokerage firms or other nominees have discretionary authority to vote on certain routine matters, such as the ratification of independent auditors, they cannot vote on non-routine matters, such as the proposal to adopt the Amended Articles, without specific voting instructions. As a result, absent specific instructions from you, your broker may not vote your shares on the proposal to adopt the Amended Articles.

If the meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of acting on the proposal to adopt the Amended Articles.

PRINCIPAL SHAREHOLDERS OF CLASS A COMMON STOCK

This table sets forth information as of September 30, 2015 about persons we know to beneficially own more than 5% of our Class A Common Stock.

PRINCIPAL SHAREHOLDERS OF CLASS A SPECIAL COMMON STOCK

This table sets forth information as of September 30, 2015 about persons we know to beneficially own more than 5% of our Class A Special Common Stock.

PRINCIPAL SHAREHOLDERS OF CLASS B COMMON STOCK

This table sets forth information as of September 30, 2015 about persons we know to beneficially own more than 5% of our Class B Common Stock.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

This table sets forth information as of September 30, 2015 about the amount of common stock beneficially owned by (i) our current directors, (ii) our named executive officers, as set forth in our definitive proxy statement filed on April 10, 2015, and (iii) our current directors and executive officers as a group. No shares of common stock held by our directors or executive officers are held in margin accounts or have been hedged or pledged.

Includes the following number of share equivalents that will be paid at a future date in cash and/or in our common stock pursuant to an election made under our restricted stock plan for the following persons: Mr. Bacon, 12,279; Mr. Bonovitz, 17,387; Mr. Breen, 6,299; Mr. Collins, 55,382; Mr. Cook, 30,411; Mr. Hassell, 45,130; Mr. Honickman, 56,722; Mr. Mestre, 20,932; Mr. Roberts, 94,708; Mr. Rodgers, 13,262; Dr. Rodin, 56,628; and Mr. Smit, 12,000.

Includes the following number of share equivalents that will be paid at a future date in our common stock under our deferred compensation plans for the following persons: Mr. Breen, 4,920; Mr. Collins, 14,453; Mr. Cook, 5,240; Mr. Hassell, 10,245; Mr. Honickman, 13,478; Mr. Mestre, 4,932; Mr. Rodgers, 900; and Dr. Rodin, 8,973.

Does not include an undetermined number of shares that our nonemployee directors will receive on November 20, 2015 with a fair market value of $170,000.

PROPOSAL TO AMEND AND RESTATE THE EXISTING ARTICLES AND TO RECLASSIFY OUR CLASS A SPECIAL COMMON STOCK INTO CLASS A COMMON STOCK

Our Board has approved a proposal to adopt the Amended Articles in order to, among other things, effect the reclassification of each issued share of Class A Special Common Stock into one share of Class A Common Stock and eliminate all provisions in our Existing Articles relating to the Class A Special Common Stock except, in one instance, to revise the Existing Articles to refer to Class A Common Stock instead of Class A Special Common Stock. The issued shares of Class A Common Stock and Class B Common Stock will not be reclassified, and, except as described herein, the rights and privileges of the Class A Common Stock and the Class B Common Stock as set forth in the Amended Articles will not be affected in any manner. The holders thereof will not be entitled to receive any cash, securities, or other property, in connection with the Reclassification.

The Amended Articles are included as part of Appendix A to this proxy statement, with text proposed to be deleted from the Existing Articles in brackets and boldface font, and text proposed to be added to the Existing Articles in underlined font. In addition to the Reclassification, the Amended Articles include other minor changes to the Existing Articles, which are described further in Other Changes Included in the Proposal to Amend and Restate the Existing Articles below. The related Articles of Amendment are also included as part of Appendix A. Because this proxy statement only provides a summary of the proposal to adopt the Amended Articles, it may not contain all of the information that is important to you. You should read the Amended Articles and the Articles of Amendment carefully before you decide how to vote.

The proposal to adopt the Amended Articles must be approved by (i) the affirmative vote of a majority of the votes cast by holders of our Class A Common Stock, voting separately as a class, (ii) the affirmative vote of a majority of the votes cast by holders of our Class A Special Common Stock, voting separately as a class, and (iii) the affirmative vote of a majority of the votes cast by holders of our Class A Common Stock and our Class B Common Stock, voting together as a single class. Brian L. Roberts, the Companys Chairman and Chief Executive Officer, has advised the Company that he intends to vote all of his shares of the Companys Class A Common Stock, Class A Special Common Stock and Class B Common Stock in favor of the proposal to adopt the Amended Articles.

Subject to receiving authorization from the NASDAQ to list the new shares of Class A Common Stock on the NASDAQ and the Board not exercising its right to abandon the adoption of the Amended Articles as described below, the Articles of Amendment will be filed with the Department of State of the Commonwealth of Pennsylvania if the proposal to adopt the Amended Articles is approved by the requisite votes of shareholders. Once filed, the Amended Articles will become effective at the close of business on the date on which the Articles of Amendment are filed with the Department of State of the Commonwealth of Pennsylvania. We expect to file the Articles of Amendment with the Department of State as soon as practicable after obtaining shareholder approval and listing authorization from the NASDAQ.

BACKGROUND

Prior to the Companys 2002 merger with AT&T Broadband (AT&T Inc.s cable business, AT&T, and such transaction, the AT&T Broadband Transaction), the Class A Special Common Stock was the Companys larger, more liquid class of publicly traded stock and was a component of the S&P Indices. As such, the Company typically used shares of Class A Special Common Stock as equity consideration in acquisitions and as equity compensation to employees. In connection with the AT&T Broadband Transaction, however, tax and non-tax considerations necessitated that the shareholders of AT&T receive more than 50% of the outstanding voting power of the combined company. As a result, the Company issued a large amount of Class A Common Stock in connection with the AT&T Broadband Transaction, which issuance substantially changed the Companys capital structure and resulted in the Company having two large, liquid classes of publicly traded stock. Following that time, the Class A Common Stock replaced the Class A Special Common Stock as a component of the S&P indices and the Company has since used shares of Class A Common Stock for equity issuances and grants of equity-based compensation for employees.

From time to time, the Board has discussed with the Companys management and advisors the possibility of combining the Class A Common Stock and the Class A Special Common Stock into one class. On October 25, 2015, the Board formally considered a proposal to reclassify the Class A Special Common Stock into Class A Common Stock. The Board reviewed the history of the Companys capital structure and considered the issues attendant in effecting such a Reclassification. The Board also considered the historical and current trading prices of shares of the two classes of stock, and the historical and current trading volume of the two classes of stock. Following this review, the Board determined that the Amended Articles and the resulting reclassification of Class A Special Common Stock on a one-for-one basis into Class A Common Stock is fair to and in the best interests of the Company and its shareholders, including, in particular, the holders of shares of Class A Common Stock and the holders of shares of Class A Special Common Stock. The Board also approved and recommends shareholder approval of the proposal to adopt the Amended Articles.

REASONS FOR THE AMENDED ARTICLES

In determining to approve and recommend shareholder approval of the proposal to adopt the Amended Articles, the Board considered a number of factors, including, but not limited to, the factors listed below. These factors are not necessarily presented in order of relative importance.

This discussion of information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board in making its decision. Our Board did not assign relative weights to the specific factors it considered in reaching its decision to approve and recommend the proposal to adopt the Amended Articles. In considering the factors described above, individual members of the Board may have given different weight to different factors. We cannot assure you when or whether the other potential benefits will be realized.

FAIRNESS OPINIONS

Opinion of Citigroup Global Markets Inc. Class A Common Stock

Comcast has retained Citi as financial advisor in connection with the Reclassification, pursuant to which the issued shares of Class A Special Common Stock will be reclassified into shares of Class A Common Stock on a one-for-one basis (the Reclassification Ratio). In connection with this engagement, Citi rendered a written opinion to the Board, dated as of October 25, 2015, to the effect that, as of the date of the opinion, and based upon and subject to the considerations and limitations set forth in the opinion, Citis work described below and other factors Citi deemed relevant, the Reclassification Ratio was fair, from a financial point of view, to the holders of Class A Common Stock (solely in their capacity as holders of Class A Common Stock and disregarding any interest any holder of Class A Common Stock may have in any other equity securities of Comcast).

The full text of Citis opinion, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the review undertaken, is included as Appendix B to this document. The summary of Citis opinion set forth below is qualified in its entirety by reference to the full text of the opinion. You are urged to read Citis opinion carefully and in its entirety.

Citis opinion was limited solely to the fairness of the Reclassification Ratio to the holders of Class A Common Stock, from a financial point of view, as of the date of the opinion. Citis advisory services and opinion were provided for the information and assistance of the Board in connection with its consideration of whether to adopt the Amended Articles. Neither Citis opinion nor the related analyses constituted a recommendation to the Board to adopt the Amended Articles or the Reclassification Ratio. Citis opinion is not intended to be and does not constitute a recommendation, and Citi does not make any recommendation, as to how any holder of Comcast shares should vote or act on any matters relating to the adoption of the Amended Articles.

In arriving at its opinion, Citi, among other things:

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of the Company that they were not aware of any relevant information that had been omitted or that remained undisclosed to Citi. Citi also relied upon the advice of counsel to the Company as to legal matters in respect of the Existing Articles and the proposed Articles of Amendment and the Amended Articles.

Citi assumed, with the Companys consent, that the Reclassification will be consummated in accordance with the terms of the proposed Articles of Amendment and the Amended Articles, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining any necessary regulatory and stockholder approvals, consents and releases for the Reclassification, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the Reclassification. Representatives of the Company advised Citi, and Citi further assumed, that the final form of the Articles of Amendment and the Amended Articles will not vary materially from the draft thereof that had been provided to Citi. Citi also assumed, with the Companys consent, that the Reclassification will have the federal income tax consequences set forth in the draft of this proxy statement that it had been furnished.

Citis opinion, as set forth in Appendix B, relates solely to the fairness, from a financial point of view, of the Reclassification Ratio to the holders of Class A Common Stock, and Citi is not expressing any opinion as to the price at which the Class A Common Stock will trade at any time prior to the time the Reclassification is consummated (including the relative trading prices of Class A Common Stock and Class A Special Common Stock) or the price at which the Class A Common Stock will trade at any time following the consummation of the Reclassification. Citi has not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company nor has it made any physical inspection of the properties or assets of the Company. Citi was not requested to, and it did not, advise the Company in connection with the structuring of the Reclassification or the establishment of the Reclassification Ratio. Citi expresses no view as to, and its opinion does not address, the underlying business decision of the Company to effect the Reclassification, the relative merits of the Reclassification as compared to any alternative business and/or financial strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. Citi also expresses no view as to, and its opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of the Company, or any class of such persons, relative to the Reclassification Ratio. Citis opinion was necessarily based upon information available to it, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion.

Citis opinion expressed in Appendix B relates solely to the fairness, from a financial point of view, of the Reclassification Ratio to the holders of Class A Common Stock, and it expresses no view as to, and its opinion does not address the fairness of the Reclassification Ratio to the holders of Class A Special Common Stock or Class B Common Stock. Citi also expresses no opinion as to any aspects of the proposed Articles of Amendment and the Amended Articles other than the Reclassification Ratio.

In connection with rendering its opinion, Citi made a presentation to the Board on October 25, 2015 with respect to the material analyses performed by Citi in evaluating the fairness, from a financial point of view, of the Reclassification Ratio. The following is a summary of that presentation. The summary includes information presented in tabular format. In order to understand fully the financial analyses used by Citi, these tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citis financial analyses . The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as it existed at or prior to October 23, 2015, and is not necessarily indicative of current or future market conditions.

Comcast Voting and Economic Impact of Proposed Reclassification

Citi compared the current voting and economic interests of Class A Special Common Stock (CMCSK) and Class A Common Stock (CMCSA) immediately prior to the Reclassification to the pro forma voting and economic interests of Class A Common Stock (including the reclassified former Class A Special Common Stock) immediately following the Reclassification. The voting interest pertains to matters in which all shareholders vote as a single class.

Source: Management and FactSet (stock prices).

Note: All percentages are calculated based on the underlying whole numbers. Numbers may not sum due to rounding.

Citi noted that the 66 2 3 % voting interest of the Class A Common Stock would not change as a result of the Reclassification, but that the Reclassification would result in a redistribution of the 66 2 3 % voting interest currently held by the holders of the Class A Common Stock, who will share that percentage of voting interest with the current holders of the Class A Special Common Stock (currently holders of the Class A Special Common Stock do not vote on matters other than prescribed by applicable law or as required by Article 7 of the Existing Articles); however, the votes on such matters will continue to depend to a significant extent on the vote of the holders of the Class B Common Stock immediately following the Reclassification. Further, Citi calculated that in such matters, the existing holders of Class A Common Stock (excluding Mr. Roberts) will continue to have a majority vote of 57.0% despite the Reclassification. The former holders of Class A Special Common Stock would receive the remaining 9.3% of the voting interest of Class A Common Stock (excluding Class A Common Stock held by Mr. Roberts), whereby 8.1% would be attributable to current holders of Class A Common Stock that also hold Class A Special Common Stock.

Citi also noted that under the Existing Articles, the Class A Special Common Stock and the Class A Common Stock are entitled to the same economic rights, including rights to dividends and rights in the event of a liquidation or merger. Citi noted that a one-for-one Reclassification Ratio would have no impact on the economic interest of the current holders of Class A Common Stock.

Comcast Historical Premium / (Discount) and Exchange Ratio

Citi reviewed the relative trading prices of the Class A Common Stock and the Class A Special Common Stock from November 19, 2002 (the first trading day after the completion date of the AT&T Broadband Transaction, resulting in the issuance of a large number of additional shares of Class A Common Stock, and thus the total number of outstanding shares of Class A Common Stock greatly exceeding the number of shares of Class A Special Common Stock) to date, and noted that during substantially the entire period prior to August 6, 2015, the Class A Special Common Stock traded at a discount to the Class A Common Stock.

Citi reviewed the premium/(discount) of the Class A Special Common Stock price to the Class A Common Stock price, and the exchange ratio of the Class A Special Common Stock price to the Class A Common Stock price, over selected periods and during the periods since certain selected events, using three methodologies: the simple averages of the closing prices; the daily exchange ratio weighted by total daily volume; and the average determined by dividing the volume-weighted average price of the Class A Special Common Stock by the volume-weighted average price of Class A Common Stock.

Historical Premium/(Discount) of Class A Special Common Stock to Class A Common Stock

Comcast Historical Trading Volume

Citi reviewed the historical trading volume of the Class A Common Stock and the Class A Special Common Stock over eight periods: (1) the last week, (2) the last month, (3) the last three months, (4) the last six months, (5) the last year, (6) the period since the S&P Dow Jones Indices announcement regarding changes in treatment of multiple share classes on March 11, 2014 (the S&P Announcement), (7) the period since March 4, 2014, which represents the date one week prior to the S&P Announcement, and (8) the last two years.

Citi noted that for the time periods analyzed, the average daily trading volume for the Class A Common Stock ranged from 8.0 to 14.9 million shares, the average daily trading volume as a percentage of shares outstanding ranged from 0.38% to 0.70%, and the share turnover ratio (which represents the total volume of each class traded in a period divided by the total shares outstanding of such class at the end of such period) ranged from 0.99x to 1.84x. Citi noted that the average daily trading volume for the Class A Special Common Stock for the same time periods ranged from 2.0 to 4.6 million shares, the average daily trading volume as a percentage of shares outstanding ranged from 0.56% to 1.25%, and the share turnover ratio ranged from 1.45x to 3.27x. During the time periods analyzed, the average share turnover ratio of the S&P 500 Index ranged from 1.79x to 2.07x.

Analysis of Publicly Traded Companies with Voting / Non-Voting Rights

Citi identified four companies that currently have both a class of voting-stock and a class of non-voting stock, where both the voting and non-voting stock are traded on a major U.S. stock exchange and each is included in the S&P 500 Index. Citi compared the volumes and relative trading prices of the two classes of stock.

Citis analysis of the four companies and Comcast showed the following:

Companies with Both Classes Indexed

Citi noted that companies with multiple classes of common stock included in an S&P Index generally experience their voting stock trading at a premium to their non-voting stock.

Citi also conducted the above analysis with respect to fourteen companies that had at least two different classes of stock, one of which was a high-voting stock and one of which was a low-voting stock. In each of those cases, only one of those classes was included in an S&P Index. Citi noted that some companies with only one class of stock included in an S&P Index generally have their voting stock trade at a premium to their low- or non-voting stock and some companies have their voting stock trade at a discount to their low- or non-voting stock.

Analysis of Historical Reclassification Transactions

Citi identified twenty-eight historical reclassification transactions completed since 1998 in which two classes of publicly traded common stock of a single company with differential voting rights were reclassified or combined into a single class of common stock and where there was no change of control or loss of significant control by an existing shareholder in connection with the transaction. Citi categorized these transactions into two categories for purposes of its analysis:

Citi, based on its experience and professional judgment, considered the Primary Precedents most relevant given the herein described similarities with the Reclassification. Citi did not consider thirteen historical reclassification transactions where either one class of stock did not publicly trade prior to the reclassification transaction or a change of control or loss of significant control by an existing controlling shareholder occurred in connection with the reclassification transaction.

This analysis showed the following:

Selected Historical Reclassification Transactions Primary Precedents

(dollars in millions)

Citi noted that in all but two of these transactions the reclassification was effected on a one-for-one basis.

In Citis analysis of the Other Precedents, it noted that in these nineteen historical reclassification transactions, unlike the case with the Reclassification, the high-voting stock traded at an average discount to the low-voting stock for the one year prior to the reclassification transaction. Citi noted that all nineteen reclassification transactions were also effected at a one-for-one reclassification ratio.

The preceding discussion is a summary of the material financial analyses furnished by Citi to the Board, but it does not purport to be a complete description of the analyses performed by Citi or of its presentation to the Board. The preparation of financial analyses and fairness opinions is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. Citi made no attempt to assign specific weights to particular analyses or factors considered, but rather made qualitative judgments as to the significance and relevance of all the analyses and factors considered and determined to give its fairness opinion as described above. Accordingly, Citi believes that its analyses, and the summary set forth above, must be considered as a whole, and that selecting portions of the analyses and of the factors considered by Citi, without considering all of the analyses and factors, could create a misleading or incomplete view of the processes underlying the analyses conducted by Citi and its opinion. With regard to the publicly traded companies and precedent transaction analyses summarized above, Citi selected comparable public companies and precedent transactions on the basis of various factors, including the similarity of the equity structure of the selected companies; however, no company utilized in this analysis is identical to Comcast, and no precedent transaction is identical to the intended Reclassification. As a result, this analysis is not purely mathematical but also takes into account differences in financial and operating characteristics of the analyzed companies and transactions and other factors that could affect the reclassification or the public trading value or other characteristics of the companies and transactions to which Comcast and the Reclassification are being compared. Citi is making no representations regarding the reasons for any changes in stock prices or trading volume in any of the precedent transactions it reviewed, and has not attempted on a company-by-company basis to identify all potential reasons for any such changes.

In its analyses, Citi made numerous assumptions with respect to Comcast, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Comcast. Any estimates contained in Citis analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by these analyses. Because these estimates are inherently subject to uncertainty, none of Comcast, the Board, Citi or any other person assumes responsibility if future results or actual values differ materially from the estimates.

Citis analyses were prepared solely as part of Citis analysis of the fairness of the Reclassification Ratio and were provided to the Board in connection therewith. Citis advice and opinion was only one of the factors taken into consideration by Comcast in determining the Reclassification Ratio. See Reasons for the Amended Articles above.

Citi is an internationally recognized investment banking firm engaged in, among other things, the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Comcast selected Citi as a financial advisor in connection with adoption of the Articles of Amendment and the Amended Articles, and to render an opinion as to the fairness, from a financial point of view, of the Reclassification Ratio to the holders of Class A Common Stock, on the basis of Citis international recognition in providing financial advice and on the basis of Citis experience and Citis familiarity with Comcast from prior financial advisory and other services rendered to Comcast.

Pursuant to its engagement letter with Citi, Comcast has agreed to pay Citi customary fees in connection with its engagement as financial advisor, including a $1 million fee that became payable upon the delivery to the Board of Citis opinion as to the fairness of the Reclassification Ratio to holders of Class A Common Stock from a financial point of view. Comcast has also agreed to reimburse Citi for its reasonable expenses incurred in connection with its engagement, including reasonable fees and expenses of its legal counsel, and to indemnify Citi against liabilities and expenses relating to or arising out of its engagement, including liabilities under the federal securities laws.

Citi and its affiliates in the past have provided, and in the future may provide, services to Comcast unrelated to the adoption of the Amended Articles, including, without limitation, investment banking and

other financial services. Excluding the compensation paid and payable to Citi as described above in connection with the adoption of the Amended Articles, Citi has recognized approximately $17.7 million in revenue from Comcast-related business during the last two years ended September 30, 2015. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities of Comcast for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates, including Citigroup Inc. and its affiliates, may maintain relationships with Comcast and their respective affiliates.

Opinion of Credit Suisse Securities (USA) LLC Class A Special Common Stock

The Company retained Credit Suisse to act as a financial advisor in connection with the Reclassification. In connection with Credit Suisses engagement, the Board requested that Credit Suisse evaluate the fairness, from a financial point of view, to the holders of shares of Class A Special Common Stock of the Reclassification Ratio. On October 25, 2015, at a meeting of the Board held to evaluate the Amended Articles and the Reclassification, Credit Suisse rendered to the Board an oral opinion, confirmed by delivery of a written opinion dated October 25, 2015, to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Credit Suisses written opinion, the Reclassification Ratio was fair, from a financial point of view, to holders of Class A Special Common Stock, disregarding any interest any holder of Class A Special Common Stock may have in other securities of the Company, including the Class A Common Stock.

The full text of Credit Suisses written opinion, dated October 25, 2015, to the Board, which sets forth, among other things, the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Credit Suisse in connection with such opinion, is attached to this proxy statement as Appendix C and is incorporated into this proxy statement by reference in its entirety. The description of Credit Suisses opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Credit Suisses opinion. Credit Suisses opinion was provided to the Board (in its capacity as such) for its information in connection with its evaluation of the consideration from a financial point of view to holders of shares of Class A Special Common Stock and did not address any other aspect of the Reclassification, including, without limitation, (i) the fairness of the Recapitalization Ratio to the holders of Class A Common Stock or any other securities of the Company or (ii) the relative merits of the Reclassification as compared to alternative transactions or strategies that might be available to the Company or the underlying business decision of the Company to proceed with the Reclassification. Credit Suisses opinion does not constitute advice or a recommendation to any shareholder as to how such shareholder should vote or act on any matter relating to the Reclassification or otherwise.

In arriving at its opinion, Credit Suisse reviewed the proposed Articles of Amendment and the Amended Articles, each dated as of October 25...


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