Obligation ComcastX 5.15% ( US20030NBA81 ) en USD

ComcastX

100 % ⇌

Etas-Unis

US20030NBA81 ( en USD )

5.15% par an ( paiement semestriel )

01/03/2020 - Obligation échue

Prospectus brochure de l'obligation Comcast US20030NBA81 en USD 5.15%, échue

2 000 USD

1 400 000 000 USD

20030NBA8

N/A

Comcast est une entreprise américaine de médias et de télécommunications offrant des services de télévision par câble, d'internet haut débit, de téléphonie et de services sans fil.

L'Obligation émise par ComcastX ( Etas-Unis ) , en USD, avec le code ISIN US20030NBA81, paye un coupon de 5.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2020

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee (1)
5.15% Notes due 2020

$1,400,000,000
$99,820
6.40% Notes due 2040

$1,000,000,000
$71,300
Total

$2,400,000,000
$171,120

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-158816
PROSPECTUS SUPPLEMENT
(To prospectus dated April 27, 2009)
$1,400,000,000 5.15% Notes due 2020
$1,000,000,000 6.40% Notes due 2040
The Notes due 2020 will bear interest at a rate of 5.15% per year and will mature on March 1, 2020 and the Notes due 2040 will bear interest
at a rate of 6.40% per year and will mature on March 1, 2040. We will pay interest on the Notes due 2020 on March 1 and September 1 of each
year, beginning September 1, 2010. We will pay interest on the Notes due 2040 on March 1 and September 1 of each year, beginning September 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, 2009.

Underwriters'
Proceeds to Us Before

Price to Investors

Discount

Expenses

Per note due 2020(1)

99.899%

0.450%

99.449%
Total

$1,398,586,000
$ 6,300,000
$
1,392,286,000
Per note due 2040(1)

99.524%

0.875%

98.649%
Total

$ 995,240,000
$ 8,750,000
$
986,490,000
(1) Plus accrued interest, if any, from March 1, 2010, 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 March 1, 2010.
Joint Book-Running Managers

Deutsche Bank Securities Mitsubishi UFJ Securities RBS UBS Investment Bank

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Prospectus Supplement

BofA Merrill Lynch
Barclays Capital
BNP PARIBAS
Citi
Daiwa Securities America Inc.
Goldman, Sachs & Co.
J.P. Morgan

Morgan Stanley

Wells Fargo Securities

Broadpoint.Gleacher

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.
Blaylock Robert Van, LLC

Cabrera Capital Markets, LLC

Doley Securities, LLC
Guzman & Company

M.R. Beal & Company

Ramirez & Co., Inc.

The date of this prospectus supplement is February 24, 2010.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Prospectus Supplement Summary

S-1
Use of Proceeds

S-4
Ratio of Earnings to Fixed Charges

S-5
Description of the Notes

S-5
Material U.S. Federal Income Tax Consequences for Non-U.S. Holders

S-10
Underwriting

S-12
Legal Matters

S-15
Experts

S-15
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
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Prospectus Supplement
respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We are a leading provider of video, high-speed Internet and phone services, offering a variety of entertainment, information and
communications services to residential and commercial customers. As of December 31, 2009, our cable systems served approximately
23.6 million video customers, 15.9 million high-speed Internet customers and 7.6 million phone customers and passed over 51.2 million homes
and businesses 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 consolidated revenue. Our Cable segment also includes the operations of our regional sports networks. Our Cable
segment generates revenue primarily through subscriptions to our video, high-speed Internet and phone services. Other Cable segment
revenue sources include the sale of advertising and the operation of our regional sports networks. Our Programming segment consists
primarily of our consolidated national programming networks, E!, Golf Channel, VERSUS, G4 and Style. Revenue from our Programming
segment is primarily generated from monthly per subscriber license fees paid by multichannel video providers that have typically entered into
multiyear contracts to distribute our programming networks, the sale of advertising and the licensing of our programming internationally.
Our other business interests include Comcast Interactive Media and Comcast Spectacor. Comcast Interactive Media develops and
operates our Internet businesses, including Comcast.net, Fancast, Fandango, Plaxo and DailyCandy. Comcast Spectacor owns two professional
sports teams, the Philadelphia 76ers and the Philadelphia Flyers, and a large, multipurpose arena in Philadelphia, the Wachovia Center, and
provides facilities management services, including food services for sporting events, concerts and other events. Comcast Interactive Media,
Comcast Spectacor and all other consolidated businesses not included in our Cable or Programming segments are included in "Corporate and
Other" activities.
In December 2009, we entered into agreements with General Electric Company ("GE") to form a new company of which we will own
51% and control, with the remaining 49% to be owned by GE (the "NBC Universal Transaction"). Under the terms of the transaction, GE will
contribute NBC Universal's businesses, including its cable and broadcast networks, filmed entertainment, televised entertainment, theme parks
and unconsolidated investments, as well as other GE assets used primarily in NBC Universal's business. We will contribute our national
programming networks, our regional sports networks and certain of our Internet businesses, as well as other assets used primarily in those
businesses, collectively valued at approximately $7.25 billion, and make a cash payment to GE of $7.1 billion, less certain adjustments
primarily based on the free cash flow generated by NBC Universal between December 4, 2009 and the closing. The transaction is subject to
various regulatory approvals and is expected to close by the end of 2010.
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 website is www.comcast.com. The information on our website 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 Holdings,

S-1
Table of Contents
LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC. In this prospectus supplement, we refer to these guarantors as the cable
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guarantors and to these guarantees as the cable guarantees. On August 31, 2009, Comcast Cable Communications Holdings, Inc., formerly a
cable guarantor, merged with and into Comcast Cable Communications, LLC, with Comcast Cable Communications, LLC continuing as the
surviving entity and a cable guarantor.
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.

S-2
Table of Contents
The Offering

Issuer
Comcast Corporation.

Securities Offered
$1,400,000,000 aggregate principal amount of 5.15% Notes due 2020.

$1,000,000,000 aggregate principal amount of 6.40% Notes due 2040.

Maturity
The Notes due 2020 will mature on March 1, 2020.

The Notes due 2040 will mature on March 1, 2040.

Interest
Interest on the Notes due 2020 will accrue at the rate of 5.15% per year, payable semi-
annually in cash in arrears on March 1 and September 1, beginning on September 1,
2010. Interest on the Notes due 2040 will accrue at the rate of 6.40% per year, payable
semi-annually in cash in arrears on March 1 and September 1, beginning on September
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 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
working capital and general corporate purposes, which may include funding a portion of
our payment to GE due upon closing of the NBC Universal Transaction and repayment
of our 5.45% notes due November 2010 ($500 million principal amount outstanding).

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
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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.

S-3
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USE OF PROCEEDS
We intend to use the proceeds from this offering, after deducting fees and expenses, for working capital and general corporate purposes,
which may include funding a portion of our payment to GE due upon closing of the NBC Universal Transaction and repayment of our 5.45% notes
due November 2010 ($500 million principal amount outstanding).

S-4
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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
2009

2008

2007

2006

2005
3.09x

2.59x

2.85x

2.72x(1)

1.92x(1)
(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 year ended
December 31, 2005 was 2.01x.
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 $1,400,000,000 aggregate principal amount of our 5.15% Notes due 2020 and $1,000,000,000 aggregate principal amount of
our 6.40% Notes due 2040. The Notes due 2020 and Notes due 2040 will each be a separate series of securities issued under an indenture, dated as
of January 7, 2003 and supplemented as of March 25, 2003 and August 31, 2009, 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 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.

S-5
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Table of Contents
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 $2,400,000,000, comprised as follows:

·
$1,400,000,000 initial aggregate principal amount of 5.15% Notes due 2020, maturing on March 1, 2020, with interest payable

semiannually on each March 1 and September 1, beginning September 1, 2010, to holders of record on the preceding February
15 and August 15;

·
$1,000,000,000 initial aggregate principal amount of 6.40% Notes due 2040, maturing on March 1, 2040, with interest payable

semiannually on each March 1 and September 1, beginning September 1, 2010, to holders of record on the preceding February
15 and August 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 March 1, 2010 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. On August 31, 2009, Comcast Cable Communications Holdings, Inc., formerly a
cable guarantor, merged with and into Comcast Cable Communications, LLC, with Comcast Cable Communications, LLC continuing as the
surviving entity and a cable guarantor.
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 25 basis points for the Notes due 2020 (the "2020 Make-
Whole Amount") and 30 basis points for the Notes due 2040 (the "2040 Make-Whole Amount" and, each of the 2020 Make-Whole Amount and
2040 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.
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"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 Deutsche Bank Securities Inc., RBS Securities Inc. and UBS Securities 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

S-7
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accounts in Euroclear's and Clearstream's names on the books of their respective depositaries which in turn will hold such positions in customers'
securities accounts in the names of the nominees of the depositaries on the books of DTC. All securities in Euroclear or Clearstream are held on a
fungible basis without attribution of specific certificates to specific securities clearance accounts.
DTC
DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the
Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC
("participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's
book-entry system is also available to others such as banks, brokers, dealers and trust companies (collectively, the "indirect participants") that clear
through or maintain a custodial relationship with a participant, whether directly or indirectly.
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We expect that pursuant to procedures established by DTC, upon the deposit of the Global Notes with DTC, DTC will credit on its book-
entry registration and transfer system the principal amount of notes represented by such Global Notes to the accounts of participants. Ownership of
beneficial interests in the Global Notes will be limited to participants or persons that may hold interests through participants. Ownership of
beneficial interests in the Global Notes will be shown on and the transfer of those ownership interests will be effected only through, records
maintained by DTC (with respect to participants' interests), the participants and the indirect participants (with respect to the owners of beneficial
interests in the Global Note other than participants). All interests in a Global Note deposited with DTC are subject to the procedures and
requirements of DTC.
The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form.
Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Global Notes.
So long as DTC (or its nominee) is the registered holder and owner of a Global Note, DTC (or such nominee) will be considered the sole
legal owner and holder of the notes evidenced by such Global Note for all purposes of such notes and the indenture. Except as set forth below
under "--Certificated Notes," as an owner of a beneficial interest in a Global Note, you will not be entitled to have the notes represented by such
Global Note registered in your name, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to
be the owner or holder of any notes under such Global Note. We understand that under existing industry practice, in the event an owner of a
beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize
the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or
would otherwise act upon the instructions of beneficial owners owning through them.
We will make payments of principal of, premium, if any, and interest on the notes represented by the Global Notes registered in the name of
and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Notes.
We expect that DTC (or its nominee), upon receipt of any payment of principal of, premium, if any, or interest on the Global Notes will
credit the accounts of their relevant participants or account holders, as applicable, with payments in amounts proportionate to their respective
beneficial interests in the principal amount of the applicable Global Note as shown on the records of DTC (or its nominee). We also expect that
payments by participants or indirect participants or account holders, as applicable, to owners of beneficial

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interests in the Global Notes held through such participants or indirect participants or account holders will be governed by standing instructions
and customary practices and will be the responsibility of such participants or indirect participants or account holders, as applicable. We will not
have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the
Global Notes for any notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other
aspect of the relationship between DTC and its participants or indirect participants, or the relationship between such participants or indirect
participants, and the owners of beneficial interests in the Global Notes owning through such participants.
All amounts payable under the notes will be payable in U.S. dollars, except as may otherwise be agreed between any applicable securities
clearing system and any holders. Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of any
applicable securities clearing system) applicable thereto. None of the trustee, us, the cable guarantors or any of our or their respective agents shall
be liable to any holder of a Global Note or other person for any commissions, costs, losses or expenses in relation to or resulting from any currency
conversion or rounding effected in connection therewith. Investors may be subject to foreign exchange risks that may have important economic
and tax consequences to them.
Certificated Notes
Subject to certain conditions, the notes represented by the Global Notes are exchangeable for certificated notes in definitive form of like tenor
in minimum denominations of $2,000 principal amount and multiples of $1,000 in excess thereof if:

(1)
DTC provides notification that it is unwilling or unable to continue as depositary for the Global Notes or DTC ceases to be a clearing

agency registered under the Exchange Act and, in either case, a successor is not appointed within 90 days;

(2)
we in our discretion at any time determine not to have all the notes represented by the Global Notes; or

(3)
a default entitling the holders of the applicable notes to accelerate the maturity thereof has occurred and is continuing.
Any note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such
names as DTC shall direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of the same aggregate
denomination to be registered in the name of DTC (or its nominee).
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Prospectus Supplement
Same-Day Payment
The indenture requires payments to be made in respect of the applicable notes represented by the Global Notes (including principal, premium
and interest) by wire transfer of immediately available funds to the accounts specified by the holder thereof or, if no such account is specified, by
mailing a check to such holder's registered address.
Payments (including principal, premium and interest) and transfers with respect to notes in certificated form may be executed at the office or
agency maintained for such purpose within the City and State of New York (initially the office of the paying agent maintained for such purpose) or,
at our option, by check mailed to the holders thereof at the respective addresses set forth in the register of holders of the applicable notes, provided
that all payments (including principal, premium and interest) on notes in certificated form, for which the holders thereof have given wire transfer
instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. No
service charge will be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in
connection with that registration may be required.

S-9
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS
The following are the material U.S. federal income tax consequences of ownership and disposition of the notes. This discussion only applies
to notes that meet all of the following conditions:

· they are held by those initial holders who purchased such notes in this offering at the "issue price," which will equal the first price to

the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement
agents or wholesalers) at which a substantial amount of the notes is sold for money;

· they are held as capital assets; and

· they are beneficially owned by Non-U.S. Holders (as defined below).
This discussion does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances or to
holders subject to special rules, such as:

· financial institutions;

· tax exempt entities;

· insurance companies;

· persons liable for the alternative minimum tax;

· dealers in securities or foreign currencies;

· U.S. expatriates;

· persons holding notes as part of a hedge, straddle or other integrated transaction; or

· partnerships or other entities classified as partnerships for U.S. federal income tax purposes.
If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner
will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding the notes is urged to
consult his or her tax advisor.
This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof, administrative pronouncements, judicial
decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus supplement
may affect the tax consequences described herein, possibly with retroactive effect. Persons considering the purchase of notes are urged to consult
their tax advisors with regard to the application of the U.S. federal tax laws to their particular situations as well as any tax consequences arising
under the laws of any state, local or foreign taxing jurisdiction.
As used herein, the term "Non-U.S. Holder" means a beneficial owner of a note that is, for U.S. federal income tax purposes:

· an individual who is not a U.S. citizen and who is classified as a nonresident for U.S. federal income tax purposes;

· a foreign corporation; or

· a foreign estate or trust.
"Non-U.S. Holder" does not include a holder who is an individual present in the United States for 183 days or more in the taxable year of
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Prospectus Supplement
disposition. Such a holder is urged to consult his or her tax advisor regarding the U.S. federal income tax consequences of the sale, exchange or
other disposition of a note.

S-10
Table of Contents
Payments on a Note
Subject to the discussion below concerning backup withholding, payments of principal and interest on the notes by us or any paying agent to
any Non-U.S. Holder will not be subject to U.S. federal withholding tax, provided that, in the case of interest not effectively connected with the
conduct of a trade or business in the United States:

· the holder does not own, actually or constructively, 10 percent or more of the total combined voting power of all classes of our stock

entitled to vote and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership; and

· the certification requirement described below has been fulfilled with respect to the beneficial owner, as discussed below.
Interest on a note described above will not be exempt from withholding tax unless the beneficial owner of that note certifies on a properly
executed Internal Revenue Service Form W-8BEN, under penalties of perjury, that it is not a U.S. person.
If a Non-U.S. Holder of a note is engaged in a trade or business in the United States, and if interest on the note is effectively connected with
the conduct of such trade or business, the Non-U.S. Holder will not be subject to the withholding discussed in the preceding paragraphs if a
properly executed, applicable Form W-8 (generally an Internal Revenue Service Form W-8ECI) is provided to us. Such a Non-U.S. Holder will,
however, generally be taxed on such interest in the same manner as a U.S. person, unless an applicable income tax treaty provides otherwise. These
holders are urged to consult their tax advisors with respect to other U.S. tax consequences of the ownership and disposition of notes including the
possible imposition of an additional branch profits tax at a rate of 30% (or lower treaty rate).
Sale, Exchange, Redemption or Other Disposition of a Note
Subject to the discussion below concerning backup withholding, a Non-U.S. Holder of a note will not be subject to U.S. federal income tax
on gain realized on the sale, exchange, redemption or other disposition of such note, unless the gain is effectively connected with the conduct by
the holder of a trade or business in the United States.
If a Non-U.S. Holder of a note is engaged in a trade or business in the United States, and if gain realized by the Non-U.S. Holder on a sale,
exchange, redemption or other disposition of a note is effectively connected with the conduct of such trade or business, the Non-U.S. Holder will
generally be taxed in the same manner as a U.S. person, subject to an applicable income tax treaty providing otherwise. These holders are urged to
consult their tax advisors with respect to other U.S. tax consequences of the ownership and disposition of notes including the possible imposition of
an additional branch profits tax.
Backup Withholding and Information Reporting
Information returns will be filed with the Internal Revenue Service in connection with interest payments on the notes. Unless the Non-U.S.
Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue
Service in connection with the proceeds from a sale or other disposition (including a redemption) and the Non-U.S. Holder may be subject to U.S.
backup withholding on payments on the notes or on the proceeds from a sale or other disposition of the notes. The certification procedures required
to claim the exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid backup
withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-
U.S. Holder's U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely
furnished to the Internal Revenue Service.

S-11
Table of Contents
UNDERWRITING
We intend to offer the notes through the underwriters named below. Subject to the terms and conditions contained in an underwriting
agreement, we have agreed to sell to the underwriters and the underwriters severally have agreed to purchase from us, the principal amount of the
notes listed opposite their names below.

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Document Outline

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