On July 2, 2012, Comcast Corporation ("Comcast") expects to consummate the issuance and sale of $1,000,000,000 principal amount of its 3.125% Notes due 2022 and $1,250,000,000 principal amount of its 4.650% Notes due 2042 (collectively, the "Notes"), pursuant to an underwriting agreement dated June 26, 2012 among Comcast, the Cable Guarantors (defined below) and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 7, 2003 (the "Indenture") among Comcast, the cable guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of March 25, 2003 by and among Comcast, the cable guarantors named therein and the Trustee, and as further supplemented by the Second Supplemental Indenture dated as of August 31, 2009 by and among Comcast, the Cable Guarantors and the Trustee, and an officers' certificate issued pursuant thereto. The Notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC, Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC (the "Cable Guarantors").

The Notes are being offered pursuant to Comcast's Registration Statement on Form S-3 filed on February 24, 2012 (Reg. No. 333-179678), including the prospectus contained therein, and a related prospectus supplement dated June 26, 2012.

The material terms and conditions of the Notes are set forth in the Form of Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein and in the Indenture filed as Exhibit 4.4 and the First Supplemental Indenture filed as Exhibit 4.5 to Comcast's Annual Report on Form 10-K for the year ended December 31, 2008 and the Second Supplemental Indenture filed as Exhibit 4.1 to Comcast's Current Report on Form 8-K filed on September 2, 2009.

Item 9.01(d) Exhibits



   Exhibit
   Number    Description

    4.1      Form of Officers' Certificate setting forth the terms of the Notes

    5.1      Opinion of Arthur R. Block, Esq.

    5.2      Opinion of Davis Polk & Wardwell LLP

   23.1      Consent of Arthur R. Block, Esq. (contained in Exhibit 5.1)

   23.2      Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.2)