FWP

Filed Pursuant to Rule 433

Registration Statement Number 333-191239

February 16, 2016

COMCAST CORPORATION

$750,000,000 2.75% NOTES DUE 2023

$1,500,000,000 3.15% NOTES DUE 2026

Final Term Sheet

 

Issuer:

  

Comcast Corporation (the “Company”)

Guarantors:

  

Comcast Cable Communications, LLC

NBCUniversal Media, LLC

Issue of Securities:

  

2.75% Notes due 2023

 

3.15% Notes due 2026

Denominations:

  

$2,000 and multiples of $1,000 in excess thereof

Use of Proceeds:

   The Company intends to use the net proceeds from this offering, after deducting the underwriters’ discount and expenses, for working capital and general corporate purposes, which may include redemption or repayment of our 2.875% notes due April 2016 ($1 billion principal amount outstanding), and of our 4.95% notes due June 2016 ($750 million principal amount outstanding).

Indenture:

   Indenture dated as of September 18, 2013 by and among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of November 17, 2015 by and among the Company, the guarantors named therein and the Trustee.


Trustee:

  

The Bank of New York Mellon

Expected Ratings: 1

  

Moody’s: A3; S&P: A-; Fitch: A-

Joint Book-Running Managers:   

Merrill Lynch, Pierce, Fenner & Smith

                         Incorporated
  

RBC Capital Markets, LLC

  

Wells Fargo Securities, LLC

  

Barclays Capital Inc.

  

BNP Paribas Securities Corp.

Co-Managers:

  

Citigroup Global Markets Inc.

  

Credit Suisse Securities (USA) LLC

  

Deutsche Bank Securities Inc.

  

Goldman, Sachs & Co.

  

J.P. Morgan Securities LLC

  

Lloyds Securities Inc.

  

Mizuho Securities USA Inc.

  

Morgan Stanley & Co. LLC

  

SMBC Nikko Securities America, Inc.

  

SunTrust Robinson Humphrey, Inc.

  

UBS Securities LLC

  

Santander Investment Securities Inc.

  

U.S. Bancorp Investments, Inc.

  

DNB Markets, Inc.

  

PNC Capital Markets LLC

  

TD Securities (USA) LLC

Junior Co-Managers:   

The Williams Capital Group, L.P.

  

C.L. King & Associates, Inc.

  

Drexel Hamilton, LLC

  

Lebenthal & Co., LLC

  

Loop Capital Markets LLC

  

Mischler Financial Group, Inc.

  

Samuel A. Ramirez and Company, Inc.

Trade Date:

  

February 16, 2016

Settlement Date:

  

February 23, 2016 (T+5)

 

1  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.


2.75% Notes Due 2023

    
Aggregate Principal Amount:   

$750,000,000

Maturity Date:

  

March 1, 2023

Interest Rate:

   2.75% per annum, accruing from February 23, 2016 (calculated on the basis of a 360-day year consisting of twelve 30-day months)

Interest Payment Dates:

  

March 1 and September 1, commencing September 1, 2016

Benchmark Treasury:

  

UST 1.750% due January 31, 2023

Benchmark Treasury

Price/Yield:

  

101–15+ / 1.524%

Spread to Benchmark:

  

+125 bps

Yield to Maturity:

  

2.774%

Optional Redemption:

   The 2.75% Notes due 2023 are redeemable at the option of the Company at any time, in whole or in part, at the “Redemption Price.” Prior to February 1, 2023 (one month prior to the maturity of the Notes due 2023), the Redemption Price is the greater of (i) 100% of the principal amount of such notes, and (ii) the sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to February 1, 2023, in each case discounted to the redemption date on a semiannual basis at the Treasury Rate plus 20 basis points. On and after February 1, 2023 (one month prior to the maturity of the Notes due 2023), the Redemption Price will equal 100% of the principal amount of such notes. In each case described in this paragraph, the Redemption Price will include accrued and unpaid interest thereon to the date of redemption

Additional Issuances:

   An unlimited amount of additional 2.75% Notes due 2023 may be issued. The 2.75% Notes due 2023 and any additional 2.75% Notes due 2023 that may be issued may be treated as a single series for all purposes under the indenture

CUSIP / ISIN:

  

20030N BR1 / US20030NBR17

Public Offering Price:

  

99.847% plus accrued interest, if any, from February 23, 2016

Underwriters’ Discount:   

0.350%

Net Proceeds to Comcast, Before Expenses:    99.497% per $1,000 principal amount of 2.75% Notes due 2023; $746,227,500 total


3.15% Notes Due 2026

    
Aggregate Principal Amount:    $1,500,000,000
Maturity Date:    March 1, 2026
Interest Rate:    3.15% per annum, accruing from February 23, 2016 (calculated on the basis of a 360-day year consisting of twelve 30-day months)
Interest Payment Dates:    March 1 and September 1, commencing September 1, 2016
Benchmark Treasury:    UST 1.625% due February 15, 2026
Benchmark Treasury Price/Yield:    98-21 / 1.772%
Spread to Benchmark:    +140 bps
Yield to Maturity:    3.172%
Optional Redemption:    The 3.15% Notes due 2026 are redeemable at the option of the Company at any time, in whole or in part, at the “Redemption Price.” Prior to December 1, 2025 (three months prior to the maturity of the Notes due 2026), the Redemption Price is the greater of (i) 100% of the principal amount of such notes, and (ii) the sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to December 1, 2025, in each case discounted to the redemption date on a semiannual basis at the Treasury Rate plus 25 basis points. On and after December 1, 2025 (three months prior to the maturity of the Notes due 2026), the Redemption Price will equal 100% of the principal amount of such notes. In each case described in this paragraph, the Redemption Price will include accrued and unpaid interest thereon to the date of redemption
Additional Issuances:    An unlimited amount of additional 3.15% Notes due 2026 may be issued. The 3.15% Notes due 2026 and any additional 3.15% Notes due 2026 that may be issued may be treated as a single series for all purposes under the indenture
CUSIP / ISIN:    20030N BS9 / US20030NBS99
Public Offering Price:    99.812% plus accrued interest, if any, from February 23, 2016
Underwriters’ Discount:    0.450%
Net Proceeds to Comcast, Before Expenses:    99.362% per $1,000 principal amount of 3.15% Notes due 2026; $1,490,430,000 total


It is expected that delivery of the notes will be made against payment therefor on or about February 23, 2016, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800)294-1322, RBC Capital Markets, LLC toll-free at (866)375-6829 or Wells Fargo Securities, LLC toll-free at (800)645-3751.