Bond ComcastX 6.55% ( US20030NAY76 ) in USD

ComcastX

108.808 % ▼

United States

US20030NAY76 ( in USD )

6.55% per year ( payment 2 times a year)

01/07/2039

Prospectus brochure of the bond Comcast US20030NAY76 en USD 6.55%, maturity 01/07/2039

1 000 USD

800 000 000 USD

20030NAY7

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/01/2026 ( In 146 days )

Comcast Corporation is an American multinational mass media and technology conglomerate headquartered in Philadelphia, Pennsylvania, providing cable television, broadband internet, telephone, and wireless services to residential and business customers.

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NAY76, pays a coupon of 6.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/07/2039

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NAY76, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NAY76, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
Page 1 of 48
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-158816
PROSPECTUS SUPPLEMENT
(To prospectus dated April 27, 2009)

$700,000,000 5.70% Notes due 2019
$800,000,000 6.55% Notes due 2039
The Notes due 2019 will bear interest at a rate of 5.70% per year and will mature on July 1, 2019 and the Notes due
2039 will bear interest at a rate of 6.55% per year and will mature on July 1, 2039. We will pay interest on the Notes due
2019 on January 1 and July 1 of each year, beginning January 1, 2010. We will pay interest on the Notes due 2039 on
January 1 and July 1 of each year, beginning January 1, 2010. We may redeem any of the notes at any time by paying the
greater of the principal amount of such notes or a "make-whole" amount, plus, in each case, accrued and unpaid interest. See
"Description of the Notes--Optional Redemption."
The notes will be unsecured and will rank equally with all of our unsecured and unsubordinated indebtedness. The notes
will be fully and unconditionally guaranteed by our wholly-owned cable subsidiaries named in this prospectus supplement
and in the accompanying prospectus.
Investing in the notes involves risks that are described in the "Risk Factors" section of our Annual Report on
Form 10-K for the year ended December 31, 2008.

Underwriters'
Proceeds to Us Before

Price to Investors
Discount

Expenses
Per note due 2019(1)

99.763%
0.450%
99.313%
Total

$698,341,000
$3,150,000
$695,191,000
Per note due 2039(1)

99.502%
0.875%
98.627%
Total

$796,016,000
$7,000,000
$789,016,000
(1) Plus accrued interest, if any, from June 18, 2009, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery only through The Depository Trust Company and its participants, including
Euroclear and Clearstream, in book-entry form on or about June 18, 2009.
Joint Book-Running Managers

Banc of America Securities LLC Barclays Capital BNP PARIBAS Wachovia Securities

Citi
Daiwa Securities America Inc.
Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan
Mitsubishi UFJ Securities
Morgan Stanley

RBS

UBS Investment Bank

SunTrust Robinson Humphrey

Lloyds TSB Corporate Markets
Mizuho Securities USA Inc.
U.S. Bancorp Investments, Inc.

BNY Mellon Capital Markets, LLC

Loop Capital Markets, LLC

The Williams Capital Group, L.P.
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Prospectus Supplement
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Blaylock Robert Van, LLC

Cabrera Capital Markets, LLC
Doley Securities, LLC
Guzman & Company

M.R. Beal & Company
Ramirez & Co., Inc.
Siebert Capital Markets

Utendahl Capital Group, LLC

The date of this prospectus supplement is June 15, 2009.
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CALCULATION OF REGISTRATION FEE

Maximum
Amount
Aggregate
Amount Of
Title Of Each Class
To Be
Offering
Registration
Of Securities To Be Registered
Registered
Price

Fee(1)
5.70% Notes due 2019
$700,000,000
100%

$39,060
6.55% Notes due 2039
$800,000,000
100%

$44,640
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Prospectus Supplement Summary

S-1
Use of Proceeds

S-3
Ratio of Earnings to Fixed Charges

S-4
Description of the Notes

S-4
Material U.S. Federal Income Tax Consequences for Non-U.S. Holders

S-9
Underwriting
S-11
Legal Matters
S-14
Prospectus
The Companies

1
Caution Concerning Forward-Looking Statements

3
Use of Proceeds

3
Dividend Policy

3
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends

4
Description of Debt Securities and Cable Guarantees

5
Global Securities

19
Description of Capital Stock

21
Plan of Distribution

25
Legal Matters

26
Experts

26
Available Information

26
Incorporation of Certain Documents by Reference

27
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and the free writing prospectus relating to the notes. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We are the nation's leading provider of cable services, offering a variety of entertainment, information and
communications services to residential and commercial customers. As of March 31, 2009, our cable systems served
approximately 24.1 million video customers, 15.3 million high-speed Internet customers and 6.8 million phone
customers and passed over 50.7 million homes in 39 states and the District of Columbia. We report the results of these
operations as our Cable segment, which generates approximately 95% of our revenue. Our Cable segment generates
revenue primarily through subscriptions to our video, high-speed Internet and phone services. Other Cable segment
revenue sources include advertising and the operation of our regional sports networks. Our other reportable segment,
Programming, consists primarily of our consolidated national programming networks, including E!, Golf Channel,
VERSUS, G4 and Style. Revenue from our Programming segment is generated primarily from the sale of advertising,
from monthly per subscriber license fees paid by multichannel video providers and from licensing our programming
internationally.
For a description of our business, financial condition, results of operations and other important information
regarding us, see our filings with the Securities and Exchange Commission ("SEC") incorporated by reference in the
accompanying prospectus. For instructions on how to find copies of these and our other filings incorporated by reference
in the accompanying prospectus, see "Available Information" in the accompanying prospectus.
Our principal executive office is located at One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Our
telephone number is (215) 286-1700. The address of our web site is www.comcast.com. The information on our web site
is not part of this prospectus supplement or the accompanying prospectus.
Cable Guarantors
Our obligations, including the payment of principal, premium, if any, and interest on the notes will be fully and
unconditionally guaranteed by each of Comcast Cable Communications, LLC, Comcast Cable Communications
Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC. In this
prospectus supplement, we refer to these guarantors as the cable guarantors and to these guarantees as the cable
guarantees.
The cable guarantees will not contain any restrictions on the ability of any cable guarantor to:

· pay dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to,

any of that cable guarantor's capital stock; or

· make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt

securities of that cable guarantor.
Each cable guarantor's principal place of business is One Comcast Center, Philadelphia, Pennsylvania 19103-2838.

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Table of Contents
The Offering
Issuer
Comcast Corporation.
Securities Offered
$700,000,000 aggregate principal amount of 5.70% Notes due 2019.

$800,000,000 aggregate principal amount of 6.55% Notes due 2039.

Maturity
The Notes due 2019 will mature on July 1, 2019.

The Notes due 2039 will mature on July 1, 2039.

Interest
Interest on the Notes due 2019 will accrue at the rate of 5.70% per year,
payable semi-annually in cash in arrears on January 1 and July 1,
beginning on January 1, 2010. Interest on the Notes due 2039 will accrue
at the rate of 6.55% per year, payable semi-annually in cash in arrears on
January 1 and July 1, beginning on January 1, 2010.

Ranking
The notes will be unsecured and will rank equally with all of our
unsecured and unsubordinated indebtedness.

Cable Guarantors
Comcast Cable Communications, LLC, Comcast Cable Communications
Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group, Inc.
and Comcast MO of Delaware, LLC.

Cable Guarantees
The cable guarantors will fully and unconditionally guarantee the notes,
including the payment of principal, premium, if any, and interest. The
cable guarantees will rank equally with all other general unsecured and
unsubordinated obligations of the cable guarantors.

Optional Redemption
We may redeem all or part of the notes at our option at a redemption price
equal to the greater of:

· 100% of the principal amount of the notes being redeemed; and

· the Make-Whole Amount, as defined in "Description of the Notes--
Optional Redemption" in this prospectus supplement for the notes

being redeemed; plus accrued and unpaid interest to the redemption
date.

Use of Proceeds
We intend to use the proceeds from this offering, after deducting fees and
expenses, for repayment of outstanding borrowings under our revolving
credit facility, repurchases of outstanding debt in public or privately
negotiated transactions, and for working capital and general corporate
purposes. As of June 11, 2009, we had a balance of $1,000,000,000
outstanding under our revolving credit facility at an interest rate of
0.66875% and for which the loan commitment maturity is January 30,
2013.

Book Entry
The notes will be issued in book-entry form and will be represented by
global notes deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominees. Beneficial interests in any of the notes will
be shown on, and transfers will be effected only through, records
maintained by DTC or its nominee or indirectly through organizations
which have accounts with DTC, including Euroclear and Clearstream, and
these beneficial interests may not be exchanged for certificated notes,
except in limited circumstances. See "Description of the Notes--Book-
Entry System" in this prospectus supplement.

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USE OF PROCEEDS
We intend to use the proceeds from this offering, after deducting fees and expenses, for repayment of outstanding
borrowings under our revolving credit facility, repurchases of outstanding debt in public or privately negotiated transactions,
and for working capital and general corporate purposes. As of June 11, 2009, we had a balance of $1,000,000,000
outstanding under our revolving credit facility at an interest rate of 0.66875% and for which the loan commitment maturity is
January 30, 2013.
Affiliates of the underwriters act as lenders and/or as agents under our revolving credit facility and therefore may
receive a portion of the proceeds from this offering.

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Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges was as follows for the respective periods indicated:

Year Ended December 31
Three Months

Ended
2008

2007

2006
2005
2004

March 31, 2009
2.59x

2.85x

2.72x(1)
1.92x(1)
1.94x(1)

3.07x
(1) In July 2006, in connection with certain transactions with Adelphia and Time Warner, we transferred our previously owned cable systems located in Los
Angeles, Cleveland and Dallas to Time Warner Cable. These cable systems are presented as discontinued operations for the years ended on or before
December 31, 2006. Accordingly, we have adjusted the ratio of earnings to fixed charges to reflect the impact of discontinued operations. Prior to this
adjustment, the ratio of earnings to fixed charges for the years ended December 31, 2005 and 2004 was 2.01x and 1.97x, respectively.
For purposes of calculating the ratio of earnings to fixed charges, earnings is the amount resulting from (1) adding
(a) pretax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or
income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of
equity investees and (e) our share of pretax losses of equity investees for which charges arising from guarantees are included
in fixed charges and (2) subtracting (i) interest capitalized, (ii) preference security dividend requirements of consolidated
subsidiaries and (iii) the noncontrolling interest in pretax income of subsidiaries that have not incurred fixed charges. Fixed
charges is the sum of (w) interest expensed and capitalized, (x) amortized premiums, discounts and capitalized expenses
related to indebtedness, (y) an estimate of the interest within rental expense and (z) preference security dividend requirements
of our consolidated subsidiaries. Preference security dividend is the amount of pretax earnings that is required to pay the
dividends on outstanding preference securities. Interest associated with our uncertain tax positions is a component of income
tax expense.
DESCRIPTION OF THE NOTES
We are offering $700,000,000 aggregate principal amount of our 5.70% Notes due 2019 and $800,000,000 aggregate
principal amount of our 6.55% Notes due 2039. The Notes due 2019 and Notes due 2039 will each be a separate series of
securities issued under an indenture, dated as of January 7, 2003 and amended as of March 25, 2003, among us, the cable
guarantors and The Bank of New York Mellon, formerly known as The Bank of New York, as trustee. The notes will be our
direct unsecured and unsubordinated obligations and will be fully and unconditionally guaranteed by Comcast Cable
Communications, LLC, Comcast Cable Communications Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO
Group, Inc. and Comcast MO of Delaware, LLC, referred to as the cable guarantors, as described below. The terms of the
notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of
1939, as amended. The indenture provides that we will have the ability to issue securities with terms different from those of
the notes. We also have the ability to "reopen" a series of these notes and issue additional notes of such series. Additional
notes of such series will be consolidated with and form a single series with the notes then outstanding of such series. Copies
of the indenture and the form of notes are available from us upon request.
The following, along with the additional information contained in the accompanying prospectus under "Description of
Debt Securities and Cable Guarantees," is a summary of the material provisions of the indenture, the notes and the cable
guarantees. Because this is a summary, it may not contain all the information that is important to you. For further
information, you should read the notes and the indenture.

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Basic Terms of the Notes
The notes:

· will rank equally with all of our other unsecured and unsubordinated debt and will be entitled to the benefits of the

cable guarantees described below;

· will be issued in an initial aggregate principal amount of $1,500,000,000, comprised as follows:

·
$700,000,000 initial aggregate principal amount of 5.70% Notes due 2019, maturing on July 1, 2019, with

interest payable semiannually on each January 1 and July 1, beginning January 1, 2010, to holders of record
on the preceding December 15 and June 15;

·
$800,000,000 initial aggregate principal amount of 6.55% Notes due 2039, maturing on July 1, 2039, with

interest payable semiannually on each January 1 and July 1, beginning January 1, 2010, to holders of record
on the preceding December 15 and June 15; and

· are issuable in fully registered form, in denominations of $2,000 and in multiples of $1,000 in excess thereof.
Interest Payments
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the
notes will accrue from (i) the earlier of June 18, 2009 and the date of original issuance, or (ii) from the most recent interest
payment date to which interest has been paid, and will be payable semiannually on interest payment dates described for each
year.
For more information on payment and transfer procedures for the notes, see "--Book-Entry System" below.
Cable Guarantees
Our obligations, including the payment of principal, premium, if any, and interest, will be fully and unconditionally
guaranteed by each of the cable guarantors as described in the accompanying prospectus.
The cable guarantees will not contain any restrictions on the ability of any cable guarantor to (i) pay dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of that cable guarantor's
capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt
securities of that cable guarantor.
Optional Redemption
We will have the right at our option to redeem any of the notes in whole or in part, at any time or from time to time prior
to their maturity, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder
of notes, at a redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date
of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate plus 35 basis points for the Notes due 2019 (the "2019 Make-Whole Amount") and 35 basis
points for the Notes due 2039 (the "2039 Make-Whole Amount" and, each of the 2019 Make-Whole Amount and 2039
Make-Whole Amount, a "Make-Whole Amount"), plus, in each case, accrued and unpaid interest thereon to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

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"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent
Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (ii) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Banc of America Securities LLC, Barclays Capital Inc., BNP Paribas
Securities Corp. and a Primary Treasury Dealer (as defined below) selected by Wachovia Capital Markets, LLC or their
affiliates which are primary United States government securities dealers, and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary United States government securities dealer in the United States (a
"Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in
case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 pm
New York time on the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for
redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption
date, we will deposit with the trustee money sufficient to pay the redemption price of and (unless the redemption date shall be
an interest payment date) accrued and unpaid interest to the redemption date on the notes to be redeemed on such date. If less
than all of the notes of any series are to be redeemed, the notes to be redeemed shall be selected by the trustee by such
method as the trustee shall deem fair and appropriate. Additionally, we may at any time repurchase notes in the open market
and may hold or surrender such notes to the trustee for cancellation.
No Mandatory Redemption or Sinking Fund
There will be no mandatory redemption prior to maturity or sinking fund payments for the notes.
Additional Debt
The indenture does not limit the amount of debt we may issue under the indenture or otherwise.
Book-Entry System
We will initially issue the notes in the form of one or more global notes (the "Global Notes"). The Global Notes will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of DTC or its nominee.
Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to DTC or another nominee of
DTC. A holder may hold beneficial interests in the Global Notes directly through DTC if such holder has an account with
DTC or indirectly through organizations which have accounts with DTC, including Euroclear and Clearstream.
Holders may hold interests in the notes outside the United States through Euroclear or Clearstream if they are
participants in those systems, or indirectly through organizations which are participants in those systems. Euroclear and
Clearstream will hold interests on behalf of their participants through customers' securities

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