0001193125-14-330696.txt : 20150430 0001193125-14-330696.hdr.sgml : 20150430 20140903164836 ACCESSION NUMBER: 0001193125-14-330696 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0001166691 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270000798 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: AT&T COMCAST CORP DATE OF NAME CHANGE: 20020206 CORRESP 1 filename1.htm SEC Correspondence

Comcast Corporation

One Comcast Center, Philadelphia, Pennsylvania 19103-2838

Tel: (215) 286-1700

September 3, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:    Larry Spirgel, Assistant Director

 

  Re: Comcast Corporation
       Registration Statement on Form S-4
       File No. 333-194698
       Rule 461 Request for Acceleration

Dear Mr. Spirgel:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Comcast Corporation (“Comcast”) requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-194698) (the “Registration Statement”) be accelerated to 11:00 a.m., Eastern Time, on Friday, September 5, 2014, or as soon thereafter as practicable.

Please note that forms of the tax opinions of Davis Polk & Wardwell LLP, counsel to Comcast, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Time Warner Cable Inc., were filed as exhibits 8.1 and 8.2, respectively, to Amendment No. 4 to the Registration Statement, which was filed with the Securities and Exchange Commission (the “Commission”) on August 26, 2014. Final copies of those tax opinions will be filed as exhibits to an exhibits-only amendment to the Registration Statement, which will be filed with the Commission at 9:00 a.m., Eastern Time (and prior to the requested effectiveness time of 11:00 a.m., Eastern Time), on Friday, September 5, 2014.

Comcast acknowledges that the disclosure in the Registration Statement is the responsibility of Comcast. Comcast represents to the Commission that:

 

  •   should the Commission or the Staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  •   the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Comcast from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

  •   Comcast may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact David L. Caplan, Davis Polk & Wardwell LLP, at (212) 450-4156 with any questions you may have concerning this request. In addition, please notify Mr. Caplan when the request for acceleration has been granted.

Sincerely,

 

COMCAST CORPORATION
By:  

/s/ Arthur R. Block

  Name:   Arthur R. Block
  Title:   Senior Vice President, General Counsel and Secretary