EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form
S-8 (the Registration Statement) is being filed in order to register an additional $500 million of deferred compensation obligations (Deferred Compensation Obligations) of Comcast
Corporation (the Registrant) under the Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated (the Deferred Compensation Plan), which are securities of the same class and relate to the same employee
benefit plan as those deferred compensation obligations registered on the Registrants registration statements on Form S-8 previously filed with the Securities and Exchange Commission on February 26,
2021 (Registration No. 333-253621), April 26, 2018 (Registration No.
333-224456), March 10, 2016 (Registration No.
333-210085), February 12, 2014 (Registration No.
333-193903), February 23, 2012 (Registration No.
333-179638), and December 8, 2004 (Registration No.
333-121082), all of which are hereby incorporated by reference.
Part II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Description of Securities.
The information disclosed in this Item 4 provides a summary of the deferral provisions of the Deferred Compensation Plan, as amended through the date of this
Registration Statement. The following description of the Deferred Compensation Obligations of the Registrant under the Deferred Compensation Plan is qualified by reference to the Deferred Compensation Plan, which is included as an exhibit to this
Registration Statement. Capitalized terms used and not otherwise defined in this Registration Statement shall have the respective meanings attributed to such terms in the Deferred Compensation Plan.
Under the Deferred Compensation Plan, the Registrant will provide Eligible Employees of the Registrant and each of the Registrants subsidiaries which is
a Participating Company, and Non-Employee Directors, with the opportunity to elect to defer all or a portion of the compensation to be received from the Registrant or another Participating Company, including
compensation in the form of Restricted Stock Units granted under the Comcast Corporation 2023 Omnibus Equity Incentive Plan, provided that sales commissions or similar payments or awards or Severance Pay shall not be included as compensation for
purposes of the Deferred Compensation Plan.
Except for amounts credited to the Accounts of Participants who are
Non-Employee Directors, Section 16 Officers, other individuals designated by the Administrator and Participants with respect to whom the amount credited to the Income Fund is $100 million or more
(collectively, Restricted Participants), and Restricted Stock Units that are the subject of a deferral election, all amounts credited to Participants Accounts will be credited with income, gains and losses as if it were invested in
the Income Fund. Amounts credited to the Accounts of Restricted Participants that are credited to other market-based investment funds, including a Company Stock Fund, will be credited with income, gains and losses as if it were invested in the other
market-based investment fund.
Restricted Stock Units that are subject to a deferral election are credited to an RSU Account which is
established to track the value of Participants deferred Restricted Stock Units. After a Participant elects to defer the receipt of shares subject to Restricted Stock Units, Participants Accounts are credited to the RSU Account in the
form of deferred stock units as of the date the deferral election becomes effective. Each deferred stock unit represents a hypothetical share of the Registrants Common Stock credited to the Account in lieu of delivery of the Shares to which
the deferral election applies. Each Participant eligible to defer Restricted Stock Units (other than Non-Employee Directors) may, subject to Administrator approval, elect to have a portion of the
Participants Account credited in the form of deferred stock units deemed liquidated, with the proceeds of the deemed liquidation credited to the Income Fund (the Diversification Elections) or another investment fund, provided that
the Income Fund is not available for diversified amounts credited to the Accounts of Restricted Participants. Diversification Elections are available to participants at any time that a registration statement filed under the Securities Act of 1933,
as amended, is effective with respect to the Deferred Compensation Plan. Once these conditions are met, Diversification Elections will become effective on the later of the date designated by the participant on his or her Diversification Election or
the next business day following the lapse of six months from the date Deferred Stock Units are credited to his or her Account.