Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Amount previously paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Date:

Time:

Place:

The Kimmel Center for the Performing Arts

Perelman Theater

Purposes:

•   Elect directors

•   Ratify the appointment of our independent auditors

•   Consider an advisory vote to approve our executive compensation

•   Vote on two shareholder proposals

•   Conduct other business if properly raised

Secretary

General Information

Voting Securities and Principal Holders

Proposal 1:  Election of Directors

Proposal 2:  Ratification of the Appointment of Our Independent Auditors

Proposal 3:  Advisory Vote on Executive Compensation

Shareholder Proposals

Executive Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Summary Compensation Table for 2013

Grants in 2013 of Plan-Based Awards

Outstanding Equity Awards at 2013 Fiscal Year-End

Option Exercises and Stock Vested in 2013

Nonqualified Deferred Compensation in and as of 2013 Fiscal Year-End

Agreements with Our Named Executive Officers

Potential Payments upon Termination or Change in Control

Equity Compensation Plan Information

Director Compensation for 2013

Related Party Transaction Policy and Certain Transactions

Shareholder Proposals for Next Year

Solicitation of Proxies

Electronic Access to Proxy Materials and Annual Report on Form 10-K

Important Notice Regarding Delivery of Shareholder Documents

Directions to the Kimmel Center for the Performing Arts

Appendix A: Reconciliations of Non-GAAP Financial Measures

Via the Internet:  Go to www.proxyvote.com or scan the QR code on your Notice or proxy card with a smartphone or tablet, and then follow the instructions outlined on the secure website.

By telephone:  Call toll free 1-800-690-6903 and follow the instructions provided on the recorded message. If you hold shares beneficially, through a broker, brokerage firm, bank or other nominee, please refer to the instructions provided to you by such broker, brokerage firm, bank or other nominee regarding voting by telephone.

In writing:  Complete, sign and date your proxy card and return your proxy card in the enclosed envelope.

submitting a new proxy with a later date, including a proxy given via the Internet or by telephone;

notifying our Secretary in writing before the meeting at the address given on page 3; or

voting in person at the meeting.

Via the Internet:  Go to www.proxyvote.com or scan the QR code on your Notice or proxy card with a smartphone or tablet.

By telephone:  Call toll free 1-866-281-2100.

By writing to the following address:

Title of Voting Class

Name and Address of

Beneficial Owner

Class A common stock

      BlackRock, Inc.

      40 East 52nd Street

      New York, NY 10022

Class A common stock

      The Vanguard Group

      100 Vanguard Blvd.

      Malvern, PA 19355

Class B common stock

      Brian L. Roberts

      One Comcast Center

      Philadelphia, PA 19103

Includes 9,039,663 shares of Class B common stock owned by a limited liability company of which Mr. Brian L. Roberts is the managing member and 404,712 shares of Class B common stock owned by certain family trusts of which Mr. Roberts and/or his descendants are the beneficiaries. The shares of Class B common stock beneficially owned by Mr. Brian L. Roberts represent 33 ¹/₃% of the combined voting power of the two classes of our voting common stock, which percentage is generally non-dilutable under the terms of our articles of incorporation. Under our articles of incorporation, each share of Class B common stock is convertible, at the shareholder’s option, into a share of Class A common stock or Class A Special common stock. For information regarding Mr. Brian L. Roberts’ beneficial ownership of Class A common stock and Class A Special common stock, see the table immediately below, “Security Ownership of Directors, Nominees and Executive Officers,” including footnotes (13) and (14) to the table.

Name of Beneficial
Owner

Michael J. Angelakis

Kenneth J. Bacon

Sheldon M. Bonovitz

Edward D. Breen

Stephen B. Burke

David L. Cohen

Joseph J. Collins

J. Michael Cook

Gerald L. Hassell

Jeffrey A. Honickman

Eduardo G. Mestre

Brian L. Roberts

Ralph J. Roberts

Johnathan A. Rodgers

Dr. Judith Rodin

Neil Smit

All directors and executive officers as a group (18 persons)

^{(4)(6) (8)(9)(11)}

⁽¹³⁾ 

^{(7)(10)(12)(14)(16)}

⁽¹⁷⁾ 

Includes beneficial ownership of the following number of shares of Class A common stock for which the following persons hold options exercisable on or within 60 days of March 1, 2014: Mr. Angelakis, 1,921,504; Mr. Bonovitz, 11,250; Mr. Burke, 1,295,117; Mr. Cohen, 2,485,875 (597,015 of which are

Includes 68,909 shares of Class A Special common stock owned in our retirement-investment plan. Also includes 269,835 shares owned by his wife; 240 shares owned by his daughter; and 327,365 shares owned by a family charitable foundation of which his wife is a trustee. Also includes 6,856,323 shares owned by a limited liability company of which he is the managing member and 699,298 shares owned by certain family trusts. Does not include the shares of Class A Special common stock

Kenneth J. Bacon: Mr. Bacon has been a partner at RailField Partners, a financial advisory and asset management firm, since his retirement from Fannie Mae in March 2012, where he had served as the Executive Vice President of the multifamily mortgage business since July 2005. From January 2005 to July 2005, he served as the interim Executive Vice President of Housing and Community Development. Mr. Bacon is a member of the National Multifamily Housing Council and a director of the Corporation for Supportive Housing.

Qualifications: We believe that Mr. Bacon’s significant experience in government affairs, the financial and housing industries and the non-profit, educational and philanthropic communities renders him qualified to serve as one of our directors.

Age: 59

Director since: November 2002

Current Public Company Directorships: Forest City Enterprises, Inc.

Sheldon M. Bonovitz: Mr. Bonovitz is currently Chairman Emeritus of Duane Morris LLP, a law firm. From January 1998 to December 2007, he served as Chairman and Chief Executive Officer of Duane Morris. Mr. Bonovitz is also Chairman of Philadelphia’s Children First Fund, a trustee of the Dolfinger-McMahon Charitable Trust and the Christian R. and Mary F. Lindbach Foundation and a member of the board of trustees of the Barnes Foundation, the Curtis Institute of Music, the Free Library of Philadelphia Foundation and the Philadelphia Museum of Art.

Qualifications: We believe that Mr. Bonovitz’s experience and leadership in the legal industry, including his experience as a chief executive officer as noted above, and experience in tax matters and the non-profit, educational and philanthropic communities render him qualified to serve as one of our directors.

Age: 76

Director since: March 1979

Edward D. Breen: Mr. Breen has been the Chairman of the Board of Tyco International Ltd. since July 2002; he had also been its Chief Executive Officer from July 2002 until September 2012. Prior to joining Tyco International, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen is a member of the advisory board of New Mountain Capital, and had previously served as one of our directors from June 2005 until November 2011.

Qualifications: We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the cable, phone and wireless industries, including his various experiences as a president and chief executive officer as noted above, renders him qualified to serve as one of our directors.

Age: 58

Director since: February 2014

Current Public Company Directorships: Tyco International Ltd.

Joseph J. Collins: Mr. Collins currently serves as the Chairman of Aegis, LLC. From August 2001 to December 2003, he served as Chairman and Chief Executive Officer of AOL Time Warner Interactive Video. From 1989 to August 2001, Mr. Collins served as Chairman and Chief Executive Officer of Time Warner Cable.

Qualifications: We believe that Mr. Collins’ extensive experience and leadership in the cable and Internet industries, including his various experiences as a chief executive officer as noted above, coupled with his experience in the cable, media and entertainment and technology industries and in government affairs, render him qualified to serve as one of our directors.

Age: 69

Director since: October 2004

J. Michael Cook: Mr. Cook is Chairman of the Accountability Advisory Panel to the Controller General of the United States, an emeritus member of the Advisory Council of the Public Company Accounting Oversight Board (“PCAOB”), a member of the PCAOB’s Standing Advisory Committee and a member of the Accounting Hall of Fame. In addition, Mr. Cook retired as Chairman and Chief Executive Officer of Deloitte & Touche in 1999. He also has served as Chairman of the Board of the Comeback America Initiative and is a Chairman Emeritus of the Board of Catalyst. Mr. Cook was named one of the Outstanding Directors in America by Director’s Alert in 2002 and has been a past member of the National Association of Corporate Directors’ Blue Ribbon Commissions on Corporate Governance and Audit Committees.

Qualifications: We believe that Mr. Cook’s extensive experience and leadership in the accounting profession, including his experience as the former Chairman and Chief Executive Officer of Deloitte & Touche, coupled with his skills in corporate governance matters, render him qualified to serve as one of our directors.

Age: 71

Director since: November 2002

Current Public Company Directorships: International Flavors & Fragrances, Inc.

Former Public Company Directorships: Eli Lilly and Company

Gerald L. Hassell: Mr. Hassell is the Chairman and Chief Executive Officer of The Bank of New York Mellon. Prior to the merger of The Bank of New York Company, Inc. and Mellon Financial Corporation in July 2007, Mr. Hassell was President of The Bank of New York Company, Inc. and The Bank of New York. Mr. Hassell is a member of the board of trustees of Duke University, a member of the board of visitors of Columbia University Medical Center, a member of the Financial Services Forum, Vice Chairman of Big Brothers/Big Sisters of New York and a member of the boards of the New York Philharmonic, the Economic Club of New York and the National September 11 Memorial & Museum.

Qualifications: We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products and his experience as a chief executive officer as noted above, render him qualified to serve as one of our directors.

Age: 62

Director since: May 2008

Current Public Company Directorships: The Bank of New York Mellon

Jeffrey A. Honickman: Mr. Honickman has served since 1990 as the Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New York to Virginia. He is also the Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages. He currently serves on the board of directors of the American Beverage Association and the Dr. Pepper Snapple Bottlers Association. Mr. Honickman is a member of the board of trustees of Germantown Academy. He also serves on the board of governors of St. Joseph’s University Academy of Food Marketing and the board of trustees of the National Museum of American Jewish History.

Qualifications: We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer as noted above, renders him qualified to serve as one of our directors.

Age: 57

Director since: December 2005

Eduardo G. Mestre: Mr. Mestre has been a Senior Advisor to Evercore Partners Inc., an independent investment banking advisory firm, since April 2014. From February 2012 until April 2014, he was a Senior Managing Director and Chairman of Global Advisory of Evercore Partners, and from October 2004 until February 2012, he was a Vice Chairman of Evercore Partners. From 2001 to 2004, Mr. Mestre served as Chairman of Citigroup’s global investment bank. From 1995 to 2001, he served as head of investment banking and, prior to that, as co-head of mergers and acquisitions at Salomon Smith Barney. Prior to joining Salomon in 1977, Mr. Mestre practiced law at Cleary Gottlieb Steen & Hamilton LLP.

Qualifications: We believe that Mr. Mestre’s significant experience and leadership in the investment banking industry, including with respect to the cable, Internet, phone and wireless industries, render him qualified to serve as one of our directors.

Age: 65

Director since: May 2011

Current Public Company Directorships: Avis Budget Group, Inc.

Brian L. Roberts: Mr. Brian L. Roberts has served as our President since February 1990, as our Chief Executive Officer since November 2002 and as our Chairman of the Board since May 2004. As of December 31, 2013, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 ¹/₃% of the combined voting power of our two classes of voting common stock. He is a son of Mr. Ralph J. Roberts. Mr. Roberts is also a director of the National Cable and Telecommunications Association (“NCTA”), the principal trade association of the cable television industry, and is a director emeritus of CableLabs, the cable industry’s research and development organization.

Qualifications: We believe that Mr. Roberts’ extensive experience and leadership in the cable, Internet, phone, media and entertainment and wireless industries, including as our Chief Executive Officer and President and through his involvement with NCTA and CableLabs, render him qualified to serve as one of our directors.

Age: 54

Director since: March 1988

Ralph J. Roberts: Mr. Ralph J. Roberts is our Founder and is Chairman Emeritus of the Board. He served as the Chair of the Finance Committee of the Board from November 2002 until December 2008. From March 1969 to February 1990, Mr. Roberts served as our President, and from November 1984 to November 2002, he served as our Chairman of the Board. He is the father of Mr. Brian L. Roberts.

Qualifications: We believe that Mr. Roberts’ extensive experience and leadership in the cable, Internet, phone, media and entertainment and wireless industries, including as our former President, render him qualified to serve as one of our directors.

Age: 94

Director since: March 1969

Johnathan A. Rodgers: Mr. Rodgers was the President and Chief Executive Officer of TV One, a cable network that offers programming targeted for the African American community. Prior to joining TV One, Mr. Rodgers had been the President of Discovery Networks for six years and, prior to that, had worked at CBS, Inc. for twenty years, where he held a variety of executive positions, including President of the CBS Television Stations Division.

Qualifications: We believe that Mr. Rodgers’ extensive experience and leadership in the media and entertainment industry, including his experience as a president and chief executive officer as noted above, render him qualified to serve as one of our directors.

Age: 68

Director since: September 2011

Current Public Company Directorships: Nike, Inc.

Former Public Company Directorships: The Procter & Gamble Company

Dr. Judith Rodin: Dr. Rodin is President of the Rockefeller Foundation. From 1994 to 2004, Dr. Rodin served as President of the University of Pennsylvania, as well as a professor of psychology and of medicine and psychiatry at the University of Pennsylvania. She also serves as a director of Laureate, a privately-held company.

Qualifications: We believe that Dr. Rodin’s extensive experience in the non-profit, educational and philanthropic communities, including her various experiences as a president as noted above, renders her qualified to serve as one of our directors.

Age: 69

Director since: November 2002

Current Public Company Directorships: Citigroup Inc.

Former Public Company Directorships: AMR Corporation

During 2013, our independent directors held executive sessions following all five of our regularly scheduled Board meetings.

Board Leadership Structure

Lead Independent Director

presides at any meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

facilitates communication between the Chairman and the independent directors, and communicates periodically as necessary between Board meetings and executive sessions with our independent directors, following discussions with management and otherwise on topics of importance to our independent directors;

consults with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting;

has authority to schedule meetings of the independent directors;

reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board;

with the Compensation Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management; and

with the Governance and Directors Nominating Committee, reviews and approves the process for the annual self-assessment of our Board and its committees.

Risk Oversight

Annually, our management, with involvement and input from our Board, performs a companywide enterprise risk management assessment and identifies the significant strategic, operational, financial and legal risk areas for our Board’s oversight. Our management reports annually to the Audit Committee and the Board on the results of this assessment. Our executive management committee has the overall responsibility for, and oversight of, this process, and an enterprise risk management steering committee, comprised of legal, financial, accounting and business executives, manages it. We also assign one or more senior business executives to work with the executive management committee and steering committee on each of the identified risks to appropriately monitor and manage them.

Our Audit Committee oversees our processes and practices with respect to the enterprise risk management assessment, and one of our independent directors reviews the results of this process with management before management presents its annual report to the Audit Committee and the Board. In addition, our Audit Committee reviews our policies and practices with respect to financial risk assessment and management, including our major financial risk exposures and the steps taken to monitor and manage such exposures.

Our Compensation Committee considers the risks associated with our compensation policies and practices with respect to executive compensation and compensation matters generally.

Our Governance and Directors Nominating Committee oversees risks as they relate to our compliance and business resiliency programs.

Throughout the year, in conjunction with its regular business presentations to the Board and its committees, management also highlights any significant relevant risks and exposures.

Succession Planning

Compensation Consultants

Mercer received approximately $355,000 in fees from us in 2013 in connection with services related to executive and director compensation. Mercer also received approximately $2,734,000 in fees from us in 2013 in connection with its provision of other

compensation-related services, which consisted primarily of services related to our and our subsidiaries’ generally available health, welfare and retirement plans. The Mercer teams that provided other compensation-related services to us were independently managed and separate from the Mercer team that provided executive and director compensation services. In addition, Mercer is part of a global professional services firm and is affiliated with other companies whose businesses are unrelated to the provision of compensation-related consulting services. We paid these affiliated companies approximately $8,963,000 in 2013, which consisted primarily of payments to Marsh for insurance-related matters and Lippincott Mercer for advertising-related matters.

As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with

compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our named executive officers are made by the Compensation Committee and are reviewed by the Board, following reviews and discussions held in executive sessions.

Retirement Age/ Director Tenure/Director Emeritus Program

Director Nominations

Our Governance and Directors Nominating Committee will consider director candidates nominated by shareholders. For a shareholder to make a nomination, the shareholder must provide a written notice along with the additional information listed below required by our by-laws within the following time periods. For election of directors at the 2015 annual meeting of shareholders, if such meeting is called for a date between April 21, 2015 and June 20, 2015, we must receive written notice on or after January 21, 2015 and on or before February 20, 2015. For election of directors at the 2015 annual meeting of shareholders, if such meeting is called for any other date, we must receive written notice by the close of business on the tenth day following the day we mailed notice of, or announced publicly, the date of the meeting, whichever occurs first. Our by-laws require that a written notice set forth: (i) the name and address of the shareholder intending to make the nomination and of the person or persons to be nominated; (ii) a representation that the shareholder is a holder of record of our shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the

SEC had the nominee been nominated by our Board; and (v) the written consent of each nominee to serve as a director if so elected. You can obtain a copy of the full text of the relevant by-laws provision by writing to Arthur R. Block, Secretary, Comcast Corporation, at the address given on page 3. A copy of our by-laws also has been filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 23, 2011 and is posted on our website under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com.

Kenneth J. Bacon

Sheldon M. Bonovitz

Edward D. Breen

Joseph J. Collins

J. Michael Cook

Gerald L. Hassell

Jeffrey A. Honickman

Eduardo G. Mestre

Johnathan A. Rodgers

Dr. Judith Rodin

v Audit Committee Financial Expert

Audit Committee

the qualifications, independence and performance of our independent auditors;

the qualifications and performance of our internal audit function; and

the quality and integrity of our financial statements and the effectiveness of our internal control over financial reporting.

Compensation Committee

Finance Committee

Governance and Directors Nominating Committee

Audit fees

Audit-related fees

Tax fees

All other fees

In our businesses, the quality and performance of our executives makes a substantial difference in our ability to compete. We need uniquely talented and experienced individuals to perform for our highly competitive businesses. To address this issue, we do two things:

First, we provide pay opportunity levels that are highly competitive.

Second, we structure our long-term incentive program to be provided in restricted stock units (“RSUs”) (with performance conditions) and stock options, both generally with vesting periods much longer than typical — RSUs generally vest over 5 years and are back-end weighted, with 40% vesting in the fifth year, and stock options vest over 9.5 years.

Cash generation is critical to our businesses, both in measuring the operating success of our businesses and in generating excess capital, which is not only necessary to maintain our existing businesses, but also to make growth and strategic capital investments that allow us to proactively anticipate technological and consumer behavior changes in a rapidly-changing competitive environment. Cash generation also supports our return of capital strategy for our shareholders in the form of dividend payments and share repurchases.

To reinforce this critical aspect of our businesses, we use three quantitative performance goals in certain elements of our compensation program tied to (1) revenue — which serves as the top line component to our cash generation, (2) operating cash flow — which reflects the operational performance of our business, taking into account the costs of operating our business and (3) free cash flow — which measures, among other things, the cash remaining after capital investments and allows us to repay indebtedness, make strategic investments and return capital to shareholders.

The complexity of our businesses, overlaid with the impact of cyclical factors and macroeconomic factors, make consolidated financial goal-setting a challenge for us. The work our executives must do to successfully operate our businesses, including businesses that at times may have diverging interests, does not entirely lend itself to formulaic measurements, and a proper assessment requires the use of considerable business judgment.

To address this, our compensation program empowers the Compensation Committee to employ discretion in determining a portion of annual cash bonus payments to NEOs. While the use of discretion can often be associated with the lack of a performance orientation, in our case, our Compensation Committee critically evaluates our NEOs’ performance for the year and employs a rigorous process to determine payouts on the qualitative portion of our program based upon a set of defined objectives. This design allows our Compensation Committee to employ a holistic evaluation process with extensive performance reviews, taking into account factors in and out of management’s control, while balancing it with our financial and shareholder outcomes, to get to a better result than a purely formulaic calculation would provide.

For 2014 and going forward, the level of qualitative judgment being employed in our annual cash bonus payments is being reduced from 60% in the case of Messrs. Roberts, Angelakis and Cohen, and 80% in the case of Messrs. Burke and Smit, to 33%. Now that our Comcast Cable and NBCUniversal businesses have been part of the same portfolio for approximately three years, we believe a mix of 67% quantitative and 33% qualitative will provide the appropriate balance for our annual cash bonus determinations going forward.

Our Compensation Committee annually reviews our financial performance as compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. Based on these reviews in 2012 and 2013, our compounded annual growth rates over the past ten years for operating cash flow, free cash flow and revenue have consistently been at or near the top of our three peer groups, and we believe that we use an appropriate portion of our operating cash flow, free cash flow and operating income to support our compensation program.

Our Class A common stock and Class A Special common stock performance over the last five years exceeded the performance of our transmission/distribution and general industry peer groups, as well as the Standard and Poor’s 500 Stock Index. Our stock performance has lagged somewhat behind our entertainment/media peer group over the last three years, although we did not acquire NBCUniversal until January 2011. The 2013 target total compensation of our Chairman and Chief Executive Officer, Mr. Brian L. Roberts, fell between the 25^th percentile and median of the entertainment/media peer group.

One-Year

Three-Year

Five-Year

Cumulative returns for each of the peer groups are based on the composition of our 2013 peer groups and are calculated by averaging returns without reference to market capitalization or other weightings.

Total performance-based compensation in 2013 (using the grant date value of stock options and RSUs) was a significant percentage of Mr. Roberts total compensation (excluding the change in deferred compensation earnings in 2013), as reflected in the chart below. We do not include the change in deferred compensation earnings because, like all employees in our deferred compensation plans, Mr. Roberts makes his own investment decisions as to how much of salary and annual cash bonus to defer and for how long, such that interest earned on deferred compensation is largely tied to individual retirement planning decisions and not to the Compensation Committee’s compensation decisions.

Various policies, as discussed in more detail in “Executive Compensation — Compensation Discussion and Analysis,” further reinforce our performance-based compensation program, such as:

We maintain stock ownership guidelines, with our CEO required to own Comcast shares worth at least 10x his base salary.

Our executive officers and directors are prohibited from using any strategies or products to hedge against potential changes in the value of our stock.

Stock can be pledged only in limited circumstances and only with the approval of the Chair of our Governance and Directors Nominating Committee; any stock pledged as collateral or held in a margin account will not be counted in determining compliance with our stock ownership guidelines. No executive officer or director currently has any stock pledged or held in a margin account.

Our NEOs are required to reimburse us for any benefits that would be considered perquisites. We do not provide premium payments or reimbursements, or tax payments to our NEOs under any life or any other insurance policies.

Information with respect to our political activities program is set forth in our Statement on Political and Trade Association Activity (the “Statement”), which is available for review at http://corporate.comcast.com/our-values/integrity/compliance-risk-management. The Statement is periodically reviewed by our Governance and Directors Nominating Committee and outlines the wide variety of public policy issues that impact our business. As noted in the Statement, for contributions made in 2014 and going forward, we have undertaken to voluntarily disclose on our website an annual report of all of our contributions, including by our own political action committees, to federal, state and local candidates, political parties, political committees, other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code and ballot measure committees, as well as the portion of any payments we make to certain trade associations that we know were used for political contributions, as defined by Section 162(e)(1)(B) of the Internal Revenue Code.

As interactions with government entities are highly regulated, we take diligent steps to ensure that we are in compliance with applicable rules and regulations. Our lobbying activities are subject to the restrictions and reporting requirements of applicable law and our Code of Conduct, which is available for review under the “Corporate Governance” section of the Investors section of our website at www.comcastcorporation.com.

Our lobbying activities are also subject to various public disclosure requirements. As such, we already disclose most of our government lobbying interactions in accordance with registration and reporting requirements as required by federal law, each state and certain local jurisdictions. For example, we file quarterly reports with the U.S. Congress about our federal lobbying activities and the amount spent, which are publicly available at http://lobbyingdisclosure.house.gov. Federal and certain state laws also require that we disclose the portion of certain trade association dues that are used for lobbying activities.

We believe we benefit by participating in a number of industry and trade associations, which enable our access to business, technical and industry expertise and advance our commercial interests. While we may advise these associations of our views on particular subjects, they are independent organizations that represent the interests of all their members, who may have divergent views and interests. Additionally, in many cases, we are not aware of all of the associations’ activities.

To be clear, this proposal does not relate to our political spending activities. As noted in the Statement, we do not, either directly or through our employees and executive officers:

make independent expenditures or contribute to federal, state or local political committees that only make independent expenditures (so-called “SuperPACs”) or to any organization for the purpose of funding independent expenditures, or

support any 501(c)4 organization for the purpose of funding political activity or any unregulated 527 political organization for the purpose of funding political advertising.

Finally, and importantly, this proposal could interfere with our ability to communicate with legislators and regulators and, more importantly, may require that we disclose proprietary information, putting us at a competitive disadvantage.

We grant equity awards as part of our annual compensation program under our restricted stock plan and stock option plan. Neither of these equity plans provides for the automatic accelerated vesting of awards in connection with a change in control.

None of our named executive officers’ (“NEOs”) employment agreements provides for the automatic accelerated vesting of equity awards in connection with a change in control (a “single trigger”), and our Compensation Committee has no affirmative obligation to accelerate any such awards.

None of our NEOs’ employment agreements, other than Mr. Brian L. Roberts, provides for the automatic accelerated vesting of equity awards upon the occurrence of one or more specified events that may follow a change in control, such as a termination of employment (a “double trigger”).

Integral to our equity compensation program design is the fundamental belief that the Compensation Committee should retain the flexibility and discretion to determine whether, and under what circumstances, to accelerate all or part of an equity award in connection with a change in control. The proponent’s proposal, however, seeks to substitute for the Compensation Committee’s informed judgment the proponent’s view that the amount of time an employee is employed represents the extent to which an equity award is “earned.” The Compensation Committee, which is composed entirely of independent directors, is bound by fiduciary obligations under law to act in a manner that it believes to be in our best interests and the best interests of our shareholders. As such, the Compensation Committee, and not shareholders who are not bound by fiduciary obligations, should be able to exercise its judgment in determining what is in the best interests of our company and shareholders in a particular change in control transaction.

The Compensation Committee should have the ability to exercise its judgment, in accordance with its fiduciary duties, to protect executives, and all employees, against the potential forfeiture of all or a substantial portion of their equity awards upon a change in control. Equity compensation, which is inherently performance based, is a significant component of our executive’s total annual compensation, and we believe that putting executives in a position to lose the opportunity to earn their equity awards undermines pay-for-performance objectives.

The Compensation Committee’s ability to exercise its discretion is crucial to its ability to develop a competitive executive compensation program that fosters the achievement of our strategic, operational and financial goals. For example, allowing the Compensation Committee to retain the discretion to accelerate the vesting of some or all of an employee’s equity awards in connection with a change in control (i) would encourage employees, including our senior executives (who would be the most likely to be terminated in connection with a change in control), to remain with our company through a transaction while reducing uncertainty and distraction leading up to such an event and (ii) would potentially avoid conflicts of interest that could result if employees believed they were being penalized by losing incentive compensation as a result of a transaction that is outside of their control but is in the best interests of our shareholders.

Imposing a restriction as the proponent proposes could adversely affect shareholder value, as it may be appropriate for the Compensation Committee to accelerate vesting to properly align our executives’ interests with those of our shareholders by incentivizing them to maximize value for shareholders in connection with a change in control transaction. In this regard, a recent independent academic study concluded that takeover premiums are significantly larger when the CEO of a target company receives the benefit of accelerated vesting as compared to when the CEO of a target company continues to vest in his or her awards after the transaction closes. (See Elkinawy, Susan and Offenberg, David, Accelerated Vesting in Takeovers: The Impact on Shareholder Wealth (November 7, 2011). Financial Management. Available at SSRN: http://ssrn.com/abstract=1975962.)

Adopting the proponent’s proposal, where senior executives would be treated significantly worse than other employees who participate in our equity plans, serves no legitimate shareholder interest and undermines the objectives discussed above for the individuals most at risk of departure in connection with a potential change in control.

Brian L. Roberts, Chairman and Chief Executive Officer

Michael J. Angelakis, Vice Chairman and Chief Financial Officer

Stephen B. Burke, Executive Vice President, and President and Chief Executive Officer of NBCUniversal

Neil Smit, Executive Vice President, and President and Chief Executive Officer of Comcast Cable Communications

David L. Cohen, Executive Vice President

In our businesses, the quality and performance of our executives makes a substantial difference in our ability to compete. We need uniquely talented and experienced individuals to perform for our highly competitive businesses. To address this issue, we do two things:

First, we provide pay opportunity levels that are highly competitive.

Second, we structure our long-term incentive program to be provided in restricted stock units (“RSUs”) (with performance conditions) and stock options, both generally with vesting periods much longer than typical, as an explicit retention strategy and to tie the value ultimately realized to our long-term performance.

Cash generation is critical to our businesses, both in measuring the operating success of our businesses and in generating excess capital, which is not only necessary to maintain our existing businesses, but also to make growth and strategic capital investments that allow us to proactively anticipate technological and consumer behavior changes in a rapidly-changing competitive environment. Cash generation also supports our return of capital strategy for our shareholders in the form of dividend payments and share repurchases.

To reinforce this critical aspect of our businesses, we use three quantitative performance goals in certain elements of our compensation program tied to (1) revenue — which serves as the top line component to our cash generation, (2) operating cash flow — which reflects the operational performance of our business, taking into account the costs of

operating our business and (3) free cash flow — which measures, among other things, the cash remaining after capital investments and allows us to repay indebtedness, make strategic investments and return capital to shareholders.

The complexity of our businesses, overlaid with the impact of cyclical factors and macroeconomic factors, make consolidated financial goal-setting a challenge for us. The work our executives must do to successfully operate our businesses, including businesses that at times may have diverging interests, does not entirely lend itself to formulaic measurements, and a proper assessment requires the use of considerable business judgment.

To address this, our compensation program empowers the Compensation Committee to employ discretion in determining a portion of annual cash bonus payments to NEOs. While the use of discretion can often be associated with the lack of a performance orientation, in our case, our Compensation Committee critically evaluates our NEOs’ performance for the year and employs a rigorous process to determine payouts on the qualitative portion of our program based upon a set of defined objectives. This design allows our Compensation Committee to employ a holistic evaluation process with extensive performance reviews, taking into account factors in and out of management’s control, while balancing it with our financial and shareholder outcomes, to get to a better result than a purely formulaic calculation would provide.

For 2014 and going forward, the level of qualitative judgment being employed in our annual cash bonus payments is being reduced from 60% in the case of Messrs. Roberts, Angelakis and Cohen, and 80% in the case of Messrs. Burke and Smit, to 33%. Now that our Comcast Cable and NBCUniversal businesses have been part of the same portfolio for approximately three years, we believe a mix of 67% quantitative and 33% qualitative will provide the appropriate balance for our annual cash bonus determinations going forward.

Our Cable Communications and NBCUniversal businesses also had strong performances in 2013:

Cable Communications’ revenue increased 5.6% to $41.8 billion and operating income before depreciation and amortization increased 5.8% to $17.2 billion

NBCUniversal’s revenue increased 5.7% to $23.7 billion, when excluding the impact from our broadcasts of the Super Bowl and London Olympics in 2012, and decreased 0.7%, when including $1.4 billion of revenue in 2012 related to these events; NBCUniversal’s operating income before depreciation and amortization increased 15.2% to $4.7 billion

We returned a total of $4.0 billion of capital to shareholders in 2013, by repurchasing $2.0 billion of our common shares and making four cash dividend payments totaling $2.0 billion.

In January 2014, we announced a 15.4% increase in our dividend to $0.90 per share on an annualized basis — the 6^th increase in 6 years, and a $1.0 billion increase in our planned 2014 share repurchases.

In March 2013, we acquired General Electric Company’s remaining 49% common equity interest in NBCUniversal for $16.7 billion and now own 100% of NBCUniversal’s common equity.

As of December 31, 2013, our Comcast Cable customers totaled 53.1 million, an increase of 1.8 million, or 3.4% over the prior year, reflecting increased high-speed Internet and voice customer additions and reduced video customer losses.

In February 2014, we entered into an agreement for Time Warner Cable to merge into us, whereby each Time Warner Cable share will be exchanged for 2.875 shares of our Class A common stock, equal to Time Warner Cable shareholders owning approximately 23% of our common stock (based on the number of shares outstanding as of the date of the agreement). We believe that this transaction will ultimately generate approximately $1.5 billion in operating efficiencies and will be accretive to our free cash flow while preserving our balance sheet strength. This transaction remains subject to shareholder approval at both of our companies, regulatory review and other customary conditions and is expected to close by the end of 2014.

Investing in our IP and cloud-enabled video platform, referred to as our X1 platform, to deliver video and advanced search capabilities and allow access to certain third-party apps via the Internet, such as Pandora and Facebook; our X1 platform is now available in all of the markets in which we operate.

Enabling a variety of consumer electronic devices, including computers, tablets, smartphones and Internet-connected televisions, to view and control certain live programming and On Demand content we provide to our video customers.

Developing and deploying wireless gateways in the home that enable our residential high-speed Internet customers to receive higher Internet speeds and to improve the use of multiple Internet-enabled devices at the same time; to date, we have deployed over 7 million wireless gateways in customers’ homes.

Continuing to invest in our network infrastructure by deploying multiple tools to recapture bandwidth and optimize our network and in expanding our business services and our home security and automation services.

Continuing to invest in NBCUniversal’s original programming and sports programming rights at both our cable networks and broadcast networks and in new attractions at our Universal theme parks, including the Transformers and Despicable Me attractions and the expansion of the Harry Potter attraction.

Executing on attaining key diversity milestones.

Our compensation program is designed to motivate, reward and retain our NEOs by including in their compensation both short-term and long-term performance-based components and to align their compensation with our shareholders’ interests. We use objective performance-based criteria tied to key financial and operating measures for our annual cash incentive plan and the vesting of RSUs as noted immediately below, and a material portion of our NEOs’ compensation is in the form of equity, which is inherently tied to our stock price movement and the achievement of shareholder value.

We manage and operate our businesses in a large part with a view to revenue, operating cash flow and free cash flow growth, which we consider among the key measures in executing our strategic plans. As such, payments under our annual cash incentive plan and the vesting of RSUs are linked to one or more of these objective, quantitative performance-based criteria to align executive compensation with our long-term performance goals and the interests of our shareholders.

Annual Cash Bonus. Our NEOs’ annual cash bonus is entirely at risk. For 2013, bonuses were subject to achievement of a threshold performance goal of 2013 consolidated operating cash flow being at least 101% of that in 2012. Only if that threshold is attained is a bonus then paid based on predetermined levels of revenue, operating cash flow and free cash flow, as well as on qualitative factors related to company management and diversity initiatives.

RSUs. RSUs do not vest unless performance conditions are met; for 2013, the condition was that 2013 consolidated operating cash flow be at least 101% of that in 2012.

2013 Outcomes. We had strong performances across all of our businesses in 2013, and target levels of all of our quantitative performance goals were met or exceeded as more fully explained below.

Our RSUs and option awards for our NEOs have among the longest vesting terms of any company — generally, stock options vest over 9.5 years and RSUs vest over 5 years and are back-end weighted, with 40% vesting in the fifth year. We believe that, in addition to aiding in retention, these long vesting terms tie a significant portion of our NEOs’ realizable compensation to our long-term performance.

We do not maintain any defined benefit pension plans or SERPs for our NEOs; instead, we offer a deferred compensation plan as our primary retirement vehicle generally to all employees with base salaries of at least $250,000. The deferred compensation plan is non-qualified and unfunded; account balances are unsecured and at-risk and may be forfeited in the event of a company bankruptcy. Subject to certain exceptions discussed in more detail below, the interest crediting rate on certain future deferred compensation contributions was reduced to 9% from 12% effective January 1, 2014.

In October 2013, the Compensation Committee retained Hay Group as its independent compensation consultant. Hay Group performs no other consulting services for us, although it does provide compensation surveys and access to online compensation data.

Various policies, as discussed in more detail below, further reinforce our performance-based compensation program, such as:

We maintain stock ownership guidelines, with our CEO required to own Comcast shares worth at least 10x his base salary.

Our executive officers and directors are prohibited from using any strategies or products to hedge against potential changes in the value of our stock.

Stock can be pledged only in limited circumstances and only with the approval of the Chair of our Governance and Directors Nominating Committee; any stock pledged as collateral or held in a margin account will not be counted in determining compliance with our stock ownership guidelines. No executive officer or director currently has any stock pledged or held in a margin account.

Our NEOs are required to reimburse us for any benefits that would be considered perquisites. We do not provide premium payments or reimbursements, or tax payments to our NEOs under any life or any other insurance policies.

While our performance measures are “absolute” in nature, our Compensation Committee also reviews our performance measures on a “relative” basis compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. Based on these reviews in 2012 and 2013, our compounded annual growth rates over the past ten years for operating cash flow, free cash flow and revenue have consistently been at or near the top of our three peer groups, and we believe that we use an appropriate portion of our operating cash flow, free cash flow and operating income to support our compensation program. We also believe that our “pay at risk” practices are generally aligned with peer group practices. See “Use of Competitive Data,” “Pay Program Validation” and “Emphasis on Performance” starting on pages 42, 44 and 47, respectively, for more information on how our compensation program is aligned with performance.

Our Class A common stock and Class A Special common stock performance over the last five years exceeded the performance of our transmission/distribution and general industry peer groups, as well as the Standard and Poor’s 500 Stock Index. Our stock performance has lagged somewhat behind our entertainment/media peer group over the last three years, although we did not acquire NBCUniversal until January 2011. The 2013 target total compensation of Mr. Roberts fell between the 25^th percentile and median of the entertainment/media peer group.

One-Year

Three-Year

Five-Year

We have always maintained a very active and broad-based investor relations outreach program to update investors on our business strategy and performance. Over the past year, we have expanded that outreach program to include governance road shows, where at least one of Messrs. Roberts, Angelakis and Cohen participated in in-person meetings at approximately 20 of our top institutional investors, including each of our top ten investors. This dialogue provided an opportunity to discuss governance matters generally, as well as our approach to compensation matters, the linkage between pay and performance and our compensation program’s alignment to our shareholders’ interests. Additionally, some of our shareholders requested certain additional disclosures, such as how our board evaluates director candidates and its own performance, the rigor of our objective, performance-based criteria and the scope of employees covered by our deferred compensation plans — we have attempted to address these disclosure suggestions in this proxy statement. Our Compensation Committee, with the assistance of Hay Group as its new compensation consultant, continues to evaluate our compensation program design. To date, the Compensation Committee has increased the quantitative portion of our NEOs’ annual cash bonus for 2014 to 67%.

Attract, motivate, reward and retain the highest caliber executive talent in the marketplace. We believe our executive officers have played a key role in continuing our long-term track record of strong financial performance, particularly in light of challenging competitive, regulatory, technological and economic environments. We have been recognized within our industries as having one of the best and most stable senior management teams over the years, and we seek to continue this tradition. In addition, because high-quality executive talent with the experience and capabilities sought by us is scarce, our compensation package should be strongly competitive with the marketplace to attract and retain our senior leadership team. The Compensation Committee strongly believes that it is an unnecessary risk to shareholder value to not provide a competitive level of compensation to our NEOs consistent with their performance.

Create a pay mix portfolio with an appropriate balance of fixed and variable pay; performance-based pay; short-term and long-term components; and form of pay (cash, equity, deferred compensation). Our executive compensation program seeks to balance fixed and short-term performance-based compensation with long-term performance-based equity compensation, both of which the Compensation Committee believes play a vital role in retaining our key executives. A significant portion of total compensation should be performance based.

The Compensation Committee should use a range of factors, and retain discretion, in evaluating overall performance and total compensation. A broad range of quantitative and qualitative factors is used to assess an NEO’s overall performance and determine total compensation. The Compensation Committee does not only use peer group analyses or mathematical or other formulas in which stated factors or their interrelationship are quantified and weighted, but also evaluates the NEOs’ performance and determines their total compensation with subjective criteria, exercising discretion and judgment as appropriate.

Align the interests of our executives with those of our shareholders, and ensure the compensation program does not contain incentives to take inappropriate business risks. The interests of our executive officers are linked with those of our shareholders through a meaningful ownership stake in our company. As such, a significant portion of NEO compensation is tied to stock options and RSUs with longer than typical vesting terms (generally 9.5 and 5 years, respectively). To reinforce this belief, we maintain stock ownership guidelines and recoupment and anti-hedging policies. Aligning the interests of our executives with those of our shareholders incents our executives to avoid taking inappropriate business risks that may not be in the best interests of our shareholders.

Provide limited perquisites and set policies that reinforce our objectives. Our NEOs are required to reimburse us for any benefits that would be considered perquisites, including as required under our aviation policy as discussed in the “Summary Compensation Table for 2013.” We do not provide premium payments or reimbursements, or tax payments to our NEOs under any life or other insurance policies. We have implemented policies that reinforce our compensation objectives as highlighted in “Compensation Program Highlights” above and in more detail below, such as our recoupment policy and stock ownership guidelines. We do not

have any provisions in any employment agreements or benefit plans, such as accelerated vesting of equity awards, that are triggered automatically as a result of a change in control (a “single trigger”).

The nature and amounts of all elements of the NEOs’ compensation, both separately and in the aggregate, using comprehensive tally sheets that include the current value of outstanding stock option and RSU awards (as compared to their grant date value) and deferred compensation account balances.

Compensation data from peer groups and surveys, taking into account our prior year performance (including as compared to the prior year performance of the companies in our peer groups).

Each element of the NEOs’ compensation for internal consistency.

Various analyses provided by the compensation consultant, including the following that were reviewed in 2013:

an assessment of the composition of our peer groups;

a proxy pay analysis (comparing NEO compensation to proxy statement data for executives holding comparable positions in our peer group companies);

a compensation survey analysis (analyzing NEO compensation against that of executives holding comparable positions in broad groups of companies in published surveys);

a pay mix analysis (analyzing components of pay compared to other components (e.g., fixed vs. variable, cash vs. equity-based, short-term vs. long-term));

an analysis of share dilution resulting from, and annual usage rates in, our equity-based compensation plans;

a historical performance analysis (comparing our performance relative to our peer group companies with respect to growth in operating cash flow, free cash flow, revenue, earnings per share and total shareholder return);

an annual incentive performance measure prevalence analysis (evaluating whether our performance metrics are in line with those used by our peer group companies);

a compensation sharing analysis (analyzing the portion of our operating cash flow, free cash flow and operating income that is used for NEO compensation); and

a correlation to shareholder value analysis (evaluating the relationship of operating cash flow growth, free cash flow growth, earnings per share growth and revenue growth to total shareholder returns of our peer group companies).

Data disclosed in SEC filings and contained in published surveys to inform its judgment, by comparing (i) our compensation levels to those of our competitors for executive talent, customers and capital and (ii) our financial performance to that of the same competitors.

Entertainment/Media Peer Group. The Compensation Committee pays particular attention to the entertainment/media peer group because it believes our stock price has a strong correlation with certain of these peer group companies and this peer group has special relevance with respect to competition for executive talent. The business expertise of employees in this industry is highly correlated to our needs, not only as a leading media and entertainment company, but as the largest U.S. cable company. Increasingly, media companies are looking for new ways to distribute and monetize their content, both directly to consumers through the Internet and indirectly through video distributors. For all of these reasons, our executives are attractive candidates to entertainment/media companies, in addition to those companies’ executives being attractive to us.

Transmission/Distribution Peer Group. Comcast Cable is the nation’s largest provider of video, high-speed Internet and voice services to residential customers and also provides these services to small and medium-sized businesses. Many companies in this peer group are among Comcast Cable’s primary competitors.

General Industry Peer Group. Our revenue and market capitalization rank us among the largest companies in the United States. In addition, our combined revenue from advertising in all of our businesses makes us one of the largest sellers of advertising in the world. As such, this peer group includes companies with revenue and market capitalization levels similar to ours.

Entertainment/Media

Transmission/Distribution

General Industry¹

•  CBS Corporation

•  Twenty-First Century Fox, Inc./News Corporation²

•  Time Warner Inc.

•  Viacom Inc.

•  The Walt Disney Company

•  AT&T Inc.

•  DIRECTV

•  Sprint Nextel Corporation

•  Time Warner Cable Inc.

•  Verizon Communications Inc.

•  3M Company

•  Abbott Laboratories

•  Amazon.com, Inc.

•  American Express Company

•  The Boeing Company

•  Caterpillar Inc.

•  Cisco Systems, Inc.

•  The Coca-Cola Company

•  CVS Caremark Corp.

•  The Dow Chemical Company

•  E. I. du Pont de Nemours and Company

•  Google Inc.

•  The Home Depot, Inc.

•  Intel Corporation

•  Johnson & Johnson

•  Merck & Co. Inc.

•  MetLife, Inc.

•  Morgan Stanley

•  Oracle Corporation

•  PepsiCo, Inc.

•  Pfizer Inc.

•  Philip Morris International

•  The Procter & Gamble Company

•  Schlumberger N.V.

•  UnitedHealth Group Incorporated

•  United Parcel Service, Inc.

•  United Technologies Corporation

The peer group companies reflect changes from 2012 as a result of the annual review by Mercer of corporate activity, as well as other changes in size or lines of business of the General Industry peer group as compared to our company; UnitedHealth Group Incorporated was the only addition to the peer group in 2013.

Twenty-First Century Fox, Inc. replaced News Corporation as a member of this peer group following the separation of its businesses from News Corporation in June 2013.

Our peer group analyses indicate that overall, with respect to the mix of fixed vs. variable, cash vs. equity-based and the types of equity-based vehicles used, our “pay at risk” practices are generally aligned with peer group practices, although Mr. Roberts’ compensation does have somewhat more emphasis on fixed compensation than our peers. Our Compensation Committee believes it is appropriate to provide Mr. Roberts with slightly more fixed compensation in light of his very significant stock holdings in our company, which provides meaningful shareholder alignment and long-term focus.

For each of the three peer groups, comparisons for (i) Mr. Roberts were made to peer chief executive officers of other companies, (ii) Mr. Angelakis were made to peer chief financial officers and by ordinal rank (i.e., the position in the “Summary Compensation Table for 2013”), (iii) Mr. Burke were made to peer chief executive officers of other companies and by ordinal rank, (iv) Mr. Smit were made to peer business unit heads and by ordinal rank and (v) Mr. Cohen were made by ordinal rank.

The Compensation Committee strongly believes in the importance of using compensation as a tool to attract and retain the best senior executives.

The Compensation Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer groups; instead, it reviews our peer group analyses, as well as the other analyses discussed immediately below under “Pay Program Validation,” both to validate our compensation program design and to inform its judgment in determining target compensation.

The Compensation Committee generally seeks compensation to be competitive (around the median) with the entertainment/media peer group, to which, as noted above, the Compensation Committee pays particular attention.

The Compensation Committee generally seeks compensation to be in the upper quartile for the transmission/distribution and general industry peer groups as a supplemental point of reference.

The compensation we provide varies among the peer groups and individual companies within a group in its relationship to the reference points above. In reviewing target compensation levels for 2013, Mr. Roberts’ target total compensation, including the value of Company deferred compensation contributions, fell between the 25^th percentile and median of the entertainment/media peer group. Otherwise, our NEOs’ total compensation for 2013 generally met or exceeded the reference points.

Our operating cash flow, free cash flow and revenue compounded annual growth rates generally have been in the top quartile of our three peer groups, in all instances with the highest growth rate among our entertainment/media peers, over the 10-year periods ended December 31, 2012 and 2013.

Our operating cash flow, free cash flow and revenue compounded annual growth rates have generally been in the top quartile of our three peer groups, in all instances with the highest growth rate among our entertainment/media peers, over the 5-year periods ended December 31, 2012 and 2013.

Our overhang and burn rate for share-based compensation are within the range of market practices.

With respect to compensation sharing, the portion of operating cash flow and free cash flow used to pay the NEOs’ annual cash bonus, total cash compensation (base salary plus target annual cash bonus plus Company deferred compensation contributions) and total direct compensation (total cash compensation plus equity-based compensation) generally aligns with our financial performance. The portion of our operating cash flow and free cash flow that we use to pay these types of compensation varies by type, but generally is in the lower quartile of our entertainment/media peers, between the middle quartiles of our transmission/distribution peers and in the top quartile of our general industry peers.

The Compensation Committee reviewed a Mercer compensation survey analysis in which base salary, total cash compensation and total direct compensation for each NEO were measured against published compensation survey data for functionally comparable positions among broad groups of companies of similar size to us. This analysis concluded that, while our NEOs’ total compensation was competitive with our entertainment/media peers and was relatively high on a competitive basis with our transmission/distribution and general industry peers, our financial performance also was high relative to our peers as stated above.

Accordingly, the Compensation Committee concluded that our NEOs’ total compensation is positively correlated with our performance and with the Compensation Committee’s philosophy of attracting and retaining the highest quality executives.

Base Salary

•   Necessary to attract and retain our NEOs.

•   Serves as a baseline measure of an NEO’s value.

•   Guaranteed compensation in exchange for investing in a career with us.

•   Salary level is based on individual performance, level of achievement of performance goals and any increase in duties and responsibilities.

Deferred

Compensation

Plans

•   One of our primary tools to attract and retain our NEOs.

•   Retention incentive gets stronger as the account balance grows; the crediting rate is materially reduced following termination of employment.

•   We do not offer any pension or other defined benefit-type plan.

•   Provides a simple, transparent, tax-efficient vehicle for long-term value accumulation.

•   Amount of company contributions are determined as part of an overall evaluation of individual performance, any increase in duties and responsibilities and retention.

•   Receipt of RSUs may be voluntarily deferred; the value of RSUs ultimately received is based on stock price when deferral lapses or upon diversification into cash deferred compensation.

Annual Cash

Bonus

•   Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package.

•   Target bonus is based on the Compensation Committee’s assessment of the optimal mix of base salary and annual cash bonus compensation.

•   Supports our objective that NEOs must balance achieving satisfactory or better current year (short-term) results with long-term value creation.

•   Bonus is at risk for performance – 100% of the target bonus is not paid unless 100% of the goals are met; no bonus is paid unless the minimum performance goal is achieved.

•   Based on objective performance metrics (revenue, operating cash flow and free cash flow), but also includes a qualitative portion based on achievement of key initiatives, such as diversity.

Special Awards

•   Rewards an NEO for extraordinary performance, attainment of strategic milestones or unanticipated additional responsibilities.

•   May also be used in connection with an employment agreement renewal or extension, which provides a strong retention tool.

•   Form of bonus can vary, depending on primary goals/purposes for the grant.

•   Amount and form of awards are based on individual performance and any increase in duties and responsibilities.

Annual Stock

Option Grants

•   Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value.

•   Links the NEOs’ decision making with the long-term outcomes of those decisions.

•   Use one of the longest vesting periods among our peers (9.5 years) to create a significant retention tool and tie value ultimately realized to our long-term performance.

•   Stock price must appreciate for stock options to deliver value.

•   Generally vest over a 9.5 year period: 30% on the 2^nd anniversary of the date of grant, 15% on each of the 3^rd through 5^th anniversaries, 5% on each of the 6^th through 9^th anniversaries and 5% on the 9.5 year anniversary.

Annual

Performance-

Based RSU

Grants

•   Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value.

•   Links the NEOs’ decision making with the long-term outcomes of those decisions.

•   Back-end weighted vesting term used for most RSU grants creates a meaningful retention tool.

•   Use one of the longest vesting periods among our peers (generally 5 years) to create a significant retention tool and tie value ultimately realized to our long-term performance.

•   Vesting is dependent upon achievement of one or more performance goals.

•   Ultimate value of shares acquired upon vesting depends on stock price.

•   Generally vest over 5 years and are back-end weighted: 15% vest after 13 months, an additional 15% on each of the 2^nd through 4^th anniversaries and 40% on the 5^th anniversary.

•   May have shorter vesting terms on account of extraordinary performance.

The Compensation Committee’s emphasis on performance within the NEO compensation program is evidenced by the program design, incorporating both objective financial goals (in the case of the annual cash bonus and the vesting of performance RSUs) and subjective evaluation criteria. The combination of internally measured (financial performance) and externally measured (stock price as reflected in stock options and RSUs) performance provides both short-term and long-term performance components in the compensation structure of our NEOs.

Our compensation program’s emphasis on performance, especially equity-based compensation, aligns the compensation structure with our shareholders’ interests in that the achievement (or lack of achievement) of our operating, investing and capital goals would be expected to be reflected in the market price of our stock. Because a material portion of compensation for each NEO is in the form of equity, a significant portion of each NEO’s compensation is inherently tied to stock price movement and the achievement of shareholder value.

Additionally, our Compensation Committee annually reviews our financial performance as compared to our peers to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy, as more fully discussed above on page 44, “Pay Program Validation.”

Total performance-based compensation in 2013 (using the grant date value of stock options and RSUs and including special awards paid in 2013 as performance-based compensation) was a significant percentage of the NEOs’ total compensation (excluding the change in deferred compensation earnings in 2013), as reflected in the chart and table below. We do not include the change in deferred compensation earnings because, like all employees in our deferred compensation plans, the NEOs make their own investment decisions as to how much of their salary and annual cash bonus to defer and for how long, such that interest earned on deferred compensation is largely tied to individual retirement planning decisions and not to the Compensation Committee’s compensation decisions.

Total performance-based compensation as a percentage of total compensation (excluding the change in deferred compensation earnings in 2013) for our other NEOs was as follows:

Mr. Angelakis

Mr. Burke

Mr. Smit

Mr. Cohen

Our quantitative performance metrics are meaningful measures of our performance that can be affected by the decision making of our NEOs. Measuring performance for our NEOs for these purposes using the same consolidated financial metrics (rather than individual performance goals tied to specific operating targets) is appropriate given the overall responsibility of the NEOs, as the members of our executive management committee, to achieve our most important performance goals for the year.

The Compensation Committee does not condition incentive-based compensation award achievement on a total shareholder return (TSR) metric, as it seeks to motivate our NEOs by setting company-specific quantitative and qualitative performance goals that are directly linked with our NEO’s management of our businesses rather than using a TSR metric that can be significantly affected by external factors such as economic and market conditions that they cannot control. The Compensation Committee also believes that using a TSR metric could lead to an undesirable focus on short-term results at the expense of long-term performance.

The Compensation Committee reviews the nature and mix of compensation elements, as well as compensation plan design and award terms, to ensure that our compensation program does not include inadvertent incentives for the NEOs to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders. In conducting this review, the Compensation Committee also considers specific business risks identified through our enterprise risk management process.

Sets specific factors to be used in evaluating Mr. Brian L. Roberts, and Mr. Roberts discusses with the Compensation Committee the performance of our other NEOs.

Assesses each NEO’s responsibilities and roles with respect to overall corporate policy-making, management, operations and administration, as well as the importance of retaining the NEO.

Evaluates each NEO’s prior year performance, both in terms of his contribution to our performance and as compared to his individual performance goals.

Evaluates our overall prior year performance, both in terms of financial results and progress on strategic initiatives, including a comparison of our performance to our competitors.

Mr. Roberts continued to demonstrate strong leadership among our NEOs and senior leadership team in fostering our diversity initiatives, in leading the visioning of the future of the Company, including in the technology space, in creating a culture of integrity and compliance and in reinforcing our “one Company” culture and Project Symphony initiatives. He also continued to play a leading role in transaction planning and execution, including the decision to accelerate the purchase of GE’s remaining 49% common equity interest in NBCUniversal in 2013.

Mr. Angelakis provides critical financial and strategic leadership to our company, including to our corporate development and strategy functions and initiatives. He successfully managed our balance sheet, which enabled us to return $4.0 billion of capital to shareholders in 2013. Mr. Angelakis also ensured that our capital allocation framework supported our business initiatives and strategies, including our 2013 acquisition of GE’s remaining 49% common equity interest in NBCUniversal (which he led along with Mr. Roberts).

Mr. Burke successfully managed NBCUniversal, which had revenue growth of 5.7%, when excluding the impact from our broadcasts of the Super Bowl and London Olympics in 2012, or a decrease of 0.7%, when including $1.4 billion of revenue in 2012 related to these events, and operating cash flow growth of 15.2% in 2013. He also has successfully reorganized his senior leadership team and restructured the operations of certain business units, including news, cable networks, advertising and Telemundo.

Mr. Smit successfully managed Comcast Cable, which had revenue growth of 5.6% and operating cash flow growth of 5.8% in 2013. He also oversaw a seamless transition to a new CFO of Cable Communications and the reorganization of our video, high-speed Internet and voice services. Mr. Smit has strengthened our leadership team in the field and has been the driver behind improved customer operating metrics, even with increased activity levels created by the acceleration of new products, such as our X-1 video platform and wireless gateways.

Mr. Cohen effectively managed his significant administrative responsibilities and provided critical leadership in our governmental relations and external affairs functions, in our diversity initiatives and in our corporate communications and community investment functions. Through Mr. Cohen’s leadership, we continue to execute on our diversity initiatives, which reach far beyond our efforts to diversify our workforce and span both Comcast Cable and NBCUniversal. In 2013, we increased (i) Tier I and Tier II procurement spending with minority-owned or operated companies by 35% to approximately $1.5 billion and (ii) community investment spending for minority-led and minority-serving organizations by approximately 10%. We are committed to increasing the number of programming choices offered as part of our video services and have launched four new independent, minority-owned or operated networks. We also are the cable industry’s leader on making cable services more accessible to individuals with disabilities, as evidenced by our development of the nation’s first talking video TV interface.

The target bonus opportunity amount in 2013, expressed as a percentage of salary, was 300% for Messrs. Roberts, Angelakis, Burke and Smit and 200% for Mr. Cohen.

Under our cash bonus plan, a threshold quantitative performance goal must be satisfied as a condition for any bonus payment to occur. For 2013, this threshold performance goal was that our consolidated operating cash flow in 2013 must be at least 101% of that in 2012, and this was achieved.

Once the threshold goal is achieved, the NEOs’ actual bonus payments are based on the achievement of quantitative goals (consolidated revenue, consolidated operating cash flow and consolidated free cash flow) and qualitative goals. The maximum bonus payment is 170% of each NEO’s target bonus amount.

For Messrs. Roberts, Angelakis and Cohen, up to 40% of their bonus payment amount was based on quantitative goals and up to 60% was based on qualitative goals. The qualitative portion of their respective bonuses was based on the Compensation Committee’s determination of the level of achievement of these NEOs in contributing to the overall management of Comcast, including the integration process relating to NBCUniversal, the continuing management of Comcast Cable and the continuing focus on critical diversity and customer service metrics.

Messrs. Burke’s and Smit’s target bonuses were structured differently in light of the nature of their respective duties — up to 20% of their bonus payment amount was based on quantitative goals and up to 80% was based on qualitative goals. For Mr. Burke, the qualitative portion of his bonus was based on the Compensation Committee’s determination of the level of achievement in contributing to the performance of NBCUniversal. For Mr. Smit, the qualitative portion of his bonus was based on the Compensation Committee’s determination of the level of achievement in contributing to the performance of Comcast Cable.

As a result of our strong performance during 2013, of a potential maximum bonus payment of 170% of the NEOs’ target bonuses, the Compensation Committee considered it appropriate to award bonuses based on actual achievement of the quantitative and qualitative goals as follows: approximately 117% of the target bonuses for Messrs. Roberts, Angelakis and Cohen and approximately 115% of the target bonuses for Messrs. Burke and Smit. However, prior to any such determination, the NEOs requested that they not receive more than 110% of their target bonuses to more closely align their bonus outcomes with those of other corporate and Cable management employees. After considering this request, the Compensation Committee determined to limit the NEOs’ 2013 cash bonus awards to the level requested by them.

The table below provides further details of our 2013 cash bonus plan, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded.

Achievement Range

(in billions)

Consolidated

Operating Cash Flow

> $20.3 – $20.9

> $20.9 – $20.989

> $20.989 – $21.4 or more

8% – 18%⁽¹⁾
20%

22% – 30%⁽¹⁾

4.8% – 10.8%⁽¹⁾

12%

13.2% – 18%⁽¹⁾

Actual 2013

Achievement

Consolidated

Free Cash Flow

> $7.1 – $7.7

> $7.7 – $7.8

> $7.8 – $8.2 or more

5% – 11.25%⁽¹⁾

12.5%

13.75% – 18.75%⁽¹⁾