Obbligazione ComcastX 6.5% ( US20030NAB73 ) in USD

Emittente ComcastX
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US20030NAB73 ( in USD )
Tasso d'interesse 6.5% per anno ( pagato 2 volte l'anno)
Scadenza 15/01/2015 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Comcast US20030NAB73 in USD 6.5%, scaduta


Importo minimo 1 000 USD
Importo totale 900 000 000 USD
Cusip 20030NAB7
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Descrizione dettagliata Comcast č una societā di telecomunicazioni statunitense che offre servizi di televisione via cavo, internet ad alta velocitā e telefonia.

L'obbligazione Comcast con ISIN US20030NAB73, CUSIP 20030NAB7, emessa negli Stati Uniti per un ammontare totale di 900.000.000 USD, a tasso del 6,5%, con scadenza il 15/01/2015, pagamenti semestrali, taglio minimo di 1.000 USD, č giunta a scadenza ed č stata rimborsata al 100% del valore nominale.







424B2 1 a2100239z424b2.htm 424B2
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-101861
PROSPECTUS SUPPLEMENT
(To prospectus dated December 23, 2002)
$600,000,000 5.85% Notes due 2010
$900,000,000 6.50% Notes due 2015
We will pay interest on the notes on January 15 and July 15 of each year beginning on July 15, 2003. The notes
due 2010 will bear interest at a rate of 5.85% per year and will mature on January 15, 2010. The notes due 2015 will bear
interest at a rate of 6.50% per year and will mature on January 15, 2015. 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.
We may redeem any of the notes at any time by paying the greater of the principal amount of the notes or a
"make-whole" amount, plus, in each case, accrued interest. See "Description of the Notes and the Cable
Guarantees--Optional Redemption."
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page 3 of the accompanying prospectus.
Price to
Underwriters'
Proceeds to
Investors(1)
Discount
Us Before Expenses





Per note due 2010


99.862%
0.625%
99.237%
Total

$
599,172,000
$
3,750,000
$
595,422,000
Per note due 2015


99.710%
0.675%
99.035%
Total

$
897,390,000
$
6,075,000
$
891,315,000
(1)
Plus accrued interest, if any, from January 10, 2003, 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 in book-entry form on or
about January 10, 2003.
Joint Book-Running Managers
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JPMorgan
Merrill Lynch & Co.
Morgan
Stanley
Banc of America Securities LLC

Salomon Smith Barney
ABN AMRO Incorporated

Banc One Capital Markets, Inc.

Barclays Capital
BNP PARIBAS
BNY Capital Markets, Inc.
Dresdner Kleinwort
Deutsche Bank Securities Inc.
Fleet Securities, Inc.
Wasserstein
The Royal Bank of Scotland
Scotia Capital
Goldman, Sachs & Co.
The date of this prospectus supplement is January 7, 2003.
TABLE OF CONTENTS
Prospectus Supplement
Page


Prospectus Supplement Summary

S-1
Use of Proceeds

S-5
Capitalization

S-5
Description of the Notes and the Cable Guarantees

S-6
Underwriting

S-11
Legal Matters

S-12
Prospectus
Summary

1
Risk Factors

3
Special Note Regarding Forward-Looking Statements

11
Use of Proceeds

12
Dividend Policy

12
Ratios of Earnings to Fixed Charges

12
Pro Forma Ratio of Earnings to Fixed Charges

14
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

14
Description of the Senior Debt Securities, Subordinated Debt Securities and Cable Guarantees

14
Description of Warrants

29
Description of Purchase Contracts

30
Description of Units

30
Global Securities

30
Description of Preferred Stock

32
Description of Depositary Shares

33
Description of Common Stock

35
Description of Shareholder Rights Plan

38
Description of AT&T Comcast Transaction

40
Plan of Distribution

52
Legal Matters

52
Experts

53
Available Information

53
Incorporation of Certain Documents by Reference

54
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. 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
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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.
- i -
PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We were formed through the merger of Comcast Holdings Corporation (formerly known as Comcast
Corporation) and the broadband business of AT&T Corp. in the belief that combining the strengths of these businesses
would create the world's premier broadband company.
We are principally involved in three lines of business through our wholly-owned subsidiaries Comcast Holdings
and Comcast Cable Communications Holdings:
·
Cable--through the development, management and operation of broadband communications
networks and regional sports programming networks,
·
Commerce--through QVC, our electronic retailing subsidiary, and
·
Content--through our consolidated subsidiaries, Comcast-Spectacor, E! Entertainment Television,
The Golf Channel, Outdoor Life Network and G4 Media, and through our other programming
investments.
The transactions which created Comcast were consummated on November 18, 2002 in several steps. First,
AT&T transferred to Comcast Cable Communications Holdings substantially all the assets, liabilities and businesses
represented by AT&T Broadband Group, which was the integrated broadband business of AT&T. Second, AT&T spun off
Comcast Cable Communications Holdings to its shareholders. Third, Comcast Holdings and Comcast Cable
Communications Holdings each merged with a different, wholly-owned subsidiary of ours, and Comcast Holdings and
AT&T shareholders received our shares.
For a description of our business, financial condition, results of operations and other important information
regarding us, see our and Comcast Holdings' filings with the SEC incorporated by reference in the accompanying
prospectus. For a description of certain continuing obligations and risks related to the AT&T Comcast transaction, see
"Description of AT&T Comcast Transaction," and "Risk Factors--Risks Relating to the AT&T Comcast Transaction" in
the accompanying prospectus as well as our and Comcast Holdings' filings with the 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.
We are a Pennsylvania corporation incorporated in 2001. Our principal executive office is located at 1500
Market Street, Philadelphia, Pennsylvania 19102-2148. Our telephone number is (215) 665-1700. 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
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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, Comcast Cable Communications Holdings, Comcast Cable
Holdings and Comcast MO Group. 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.
Comcast Cable Communications, Inc.
Comcast Cable is a Delaware corporation incorporated in 1981 and our indirect wholly-owned subsidiary.
Comcast Cable Communications Holdings, Inc.
Comcast Cable Communications Holdings is a Delaware corporation (formerly known as AT&T Broadband
Corp.) incorporated in 2001 and our wholly-owned subsidiary. As part of the AT&T Comcast transaction, AT&T
transferred to Comcast Cable Communications Holdings substantially all of the assets, liabilities and businesses
represented by AT&T Broadband Group, the integrated broadband business of AT&T.
Comcast Cable Holdings, LLC
Comcast Cable Holdings is a Delaware limited liability company (formerly known as AT&T Broadband, LLC)
formed in 1994. Comcast Cable Holdings is a wholly-owned subsidiary of Comcast Cable Communications Holdings.
Comcast MO Group, Inc.
Comcast MO Group is a Delaware corporation (formerly known as MediaOne Group, Inc.) incorporated in 1999.
Comcast MO Group is a wholly-owned subsidiary of Comcast Cable Communications Holdings.
Each cable guarantor's principal place of business is 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
S-2
The Offering
Issuer

Comcast Corporation.
Securities Offered

$600,000,000 aggregate principal amount of 5.85% Notes due 2010.


$900,000,000 aggregate principal amount of 6.50% Notes due 2015.
Maturity

The notes due in 2010 will mature on January 15, 2010. The notes due
in 2015 will mature on January 15, 2015.
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Interest

Interest on the notes due in 2010 will accrue at the rate of 5.85% per
year, payable semi-annually in cash in arrears on January 15 and July
15, beginning on July 15, 2003. Interest on the notes due in 2015 will
accrue at the rate of 6.50% per year, payable semi-annually in cash in
arrears on January 15 and July 15, beginning on July 15, 2003.
Ranking

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

Comcast Cable Communications, Inc., Comcast Cable Communications
Holdings, Inc., Comcast Cable Holdings, LLC and Comcast MO Group,
Inc.
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
and the Cable Guarantees--Optional Redemption" in this prospectus
supplement for the notes being redeemed;


plus, in each case, accrued interest to the redemption date.
Use of Proceeds

We intend to use the proceeds from this offering, after deducting fees
and expenses related to this offering, to repay a portion of the short-term
indebtedness incurred in connection with the AT&T Comcast
transaction.



S-3
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, and these beneficial interests may
not be exchanged for certificated notes, except in limited circumstances.
See "Description of the Notes and the Cable Guarantees--Book-Entry
System in this prospectus supplement.
S-4
USE OF PROCEEDS
We intend to use the proceeds from this offering, after deducting fees and expenses related to this offering, to
repay a portion of the short-term indebtedness incurred in connection with the AT&T Comcast transaction. We borrowed
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this short-term indebtedness under the bridge credit agreement portion of the New Credit Facility described under
"Description of AT&T Comcast Transaction--The Separation and Distribution Agreement--Repayment of Intracompany
Debt" in the accompanying prospectus.
Under the New Credit Facility, we borrowed $4 billion at a variable rate of LIBOR plus 1.125% per annum,
maturing on November 18, 2003 and $3.2 billion at a variable rate of LIBOR plus 1.125% per annum, maturing on
November 18, 2004. Proceeds from these borrowings were used in connection with the closing of the AT&T Comcast
transaction to repay intracompany debt owed by Comcast Cable Communications Holdings to AT&T's communications
business, and to fund other operating and closing costs.
CAPITALIZATION
The following table sets forth our unaudited capitalization and other data as of September 30, 2002 on a pro
forma basis, and as adjusted to give effect to the receipt of the estimated net proceeds of $1,486,337,000 from the sale of
the notes in this offering and the application of the estimated net proceeds therefrom as described under "Use of Proceeds".
This table should be read in conjunction with our financial statements, related notes and the other information incorporated
by reference in the accompanying prospectus.
September 30, 2002



Pro Forma
Pro Forma
As Adjusted




(in millions)



Short-term debt
$
4,000.0 $
2,513.7




Current portion of long-term debt
$
2,442.9 $
2,442.9




Long-term debt, less current portion
$
26,020.6 $
26,020.6
Notes offered by this prospectus supplement

--
1,496.6




Total long-term debt, less current portion

26,020.6
27,517.2




Stockholders' equity



Preferred Stock--authorized, 20,000,000 shares; issued, zero

--
--
Class A Special Common Stock, $0.01 par value--authorized, 7,500,000,000
shares; issued, 930,247,835; outstanding, 882,957,992

8.8
8.8
Class A Common Stock, $0.01 par value--authorized, 7,500,000,000 shares
issued, 1,355,201,582

13.6
13.6
Class B Common Stock, $0.01 par value--authorized, 75,000,000 shares; issued,
9,444,375

0.1
0.1
Additional capital

37,289.7
37,289.7
Retained earnings

1,391.6
1,391.6
Accumulated other comprehensive loss

(197.7)
(197.7)




Total stockholders' equity

38,506.1
38,506.1




Total capitalization
$
64,526.7 $
66,023.3




S-5
DESCRIPTION OF THE NOTES AND THE CABLE GUARANTEES
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We are offering $600,000,000 aggregate principal amount of our 5.85% Notes due 2010 and $900,000,000
aggregate principal amount of our 6.50% Notes due 2015. The notes due 2010 and the notes due 2015 will each be a
separate series of securities issued under an indenture, dated as of January 7, 2003 among us, the cable guarantors and 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, Comcast Cable Communications Holdings, Comcast Cable Holdings and
Comcast MO Group, 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 than those of the notes, to "reopen"
a previous issue of a series of securities (including the notes) and to issue additional securities of any series (including the
notes). 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 the Senior Debt Securities, Subordinated 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.
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:
·
$600,000,000 initial aggregate amount of 5.85% Notes due 2010, maturing on January 15, 2010,
with interest payable semiannually on each January 15 and July 15, beginning July 15, 2003, to
holders of record on the preceding January 1 and July 1; and
·
$900,000,000 initial aggregate amount of 6.50% Notes due 2015, maturing on January 15, 2015,
with interest payable semiannually on each January 15 and July 15, beginning July 15, 2003, to
holders of record on the preceding January 1 and July 1; and
· are issuable in fully registered form, in denominations of $1,000 and multiples 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 the date of original issuance, or from the most recent interest payment date to which interest has
been paid and will be payable semiannually on interest payment dates described of each year.
For more information on payment and transfer procedures for the notes, see "--Book-Entry System" below.
S-6
Cable Guarantees
Our obligations, including the payment of principal, premium, if any, and interest, will be fully and unconditionally
guaranteed by each of Comcast Cable, Comcast Cable Communications, Comcast Cable Holdings and Comcast MO
Group.
The cable guarantees will rank equally with all other general unsecured and unsubordinated obligations of the
cable guarantors.
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The cable guarantees will not contain any restrictions on the ability of any of 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 90 days, prior notice mailed to the registered address of each
holder of the applicable series 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, in each case, the Treasury Rate plus 30 basis points for
the notes due 2010 (the "2010 Make-Whole Amount") and 40 basis points for the notes due 2015 (the "2015 Make-Whole
Amount" and together with the 2010 Make-Whole Amount, the "Make-Whole Amount"), plus in each case accrued
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.
"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 J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated 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 City of New York (a "Primary Treasury Dealer"), we will
substitute therefor another Primary Treasury Dealer.
S-7
"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 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.
No Mandatory Redemption or Sinking Fund
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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.
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.
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
S-8
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
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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 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.
S-9
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 denominations of $1,000 principal amount and multiples 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).
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
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