SEC Division of Corporation Finance no-action letter: NBCUniversal

Form 10-K General Instruction I
Form 10-Q General Instruction H
Form 8-K, Item 5.07 Instruction 5
Bruce K. Dallas
Davis Polk & Wardwell LLP
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Menlo Park, CA 94025
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650 752 3622 fax bruce.dallas@davispolk.com
(NY) 05726/480/SEC.FILINGS/SEC.no-action.letter.docx April 30, 2013 Re: NBCUniversal No-Action Letter Request Thomas J. Kim, Chief Counsel Mark F. Vilardo, Special Counsel Craig C. Olinger, Deputy Chief Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Dear Messrs. Kim, Vilardo and Olinger:
We are writing on behalf of our clients, Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”). On February 12, 2013, General Electric Company (“GE”), National Broadcasting Company Holding, Inc. (a wholly-owned subsidiary of GE, “NBCH”), Comcast, NBCUniversal Enterprise, Inc. (formerly known as Navy Holdings, Inc., “NBCUniversal Enterprise”), NBCUniversal, LLC (“NBCUniversal Holdings”) and NBCUniversal (a wholly-owned subsidiary of NBCUniversal Holdings) entered into a transaction agreement (the “Transaction Agreement”). Pursuant to a series of steps under the Transaction Agreement (the “Transactions”), on March 19, 2013 (the “Closing Date”), Comcast effectively completed its acquisition of NBCUniversal. For your convenience, simplified diagrams of the NBCUniversal ownership structure, both before and after the Closing Date, appear beginning on page 6. The pre-Closing Date structure was the subject of our no-action letter request dated June 20, 2011 (the “Original No-Action Request”).1 By letter dated June 24, 2011, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) agreed that it would take no action if NBCUniversal filed abbreviated 1 A copy of the Original No-Action Request is available at: http://www.sec.gov/divisions/corpfin/cf￾noaction/2011/nbcuniversal062411-incoming.pdf. In an attempt to reduce confusion, we refer to entities within the Comcast corporate structure by the names Comcast uses in its periodic reports. In the Original No-Action Request, we referred to NBCUniversal as “the Issuer”, NBCUniversal Holdings as “Newco” and NBCUniversal Enterprise and NBCH as “the GE Subsidiaries”. Prior to the Closing Date, NBCUniversal Enterprise was a wholly￾owned subsidiary of NBCH.