# Table	of	Contents

# SECURITIES	AND	EXCHANGE	COMMISSION

(Mark	One)

x ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

FOR	THE	FISCAL	YEAR	ENDED	DECEMBER	31,	2008

¨ TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# COMCAST	CORPORATION

(Exact	name	of	registrant	as	specified	in	its	charter)

# PENNSYLVANIA

(State	or	other	jurisdiction	of	incorporation	or	organization)

One	Comcast	Center,	Philadelphia,	PA

(Address	of	principal	executive	offices)

(I.R.S.	Employer	Identification	No.)

(Zip	Code)

Registrant's	telephone	number,	including	area	code:	(215)	286-1700

# SECURITIES	REGISTERED	PURSUANT	TO	SECTION	12(b)	OF	THE	ACT:

Title	of	Each	Class

Class	A	Common	Stock,	$0.01	par	value

Class	A	Special	Common	Stock,	$0.01	par	value

2.0%	Exchangeable	Subordinated	Debentures	due	2029

Name	of	Each	Exchange	on	which	Registered

Nasdaq	Global	Select	Market

New	York	Stock	Exchange

# SECURITIES	REGISTERED	PURSUANT	TO	SECTION	12(g)	OF	THE	ACT:

Indicate	by	check	mark	if	the	Registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	Yes	 x	No	¨

Indicate	by	check	mark	if	the	Registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.	Yes ¨	No	x

Indicate	by	check	mark	whether	the	Registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934 during	the	preceding	12	months	(or	for	such	shorter	period	that	the	Registrant	was	required	to	file	such	reports)	and	(2)	has	been	subject	to	such	filing requirements	for	the	past	90	days.	Yes	x	No	¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the best	of	Registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendments	to this	Form	10-K.	¨

Indicate	by	check	mark	whether	the	Registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company. See	definition	of	"large	accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Indicate	by	check	mark	whether	the	Registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Act).	Yes	 ¨	No	x

As	of	June	30,	2008,	the	aggregate	market	value	of	the	Class	A	common	stock	and	Class	A	Special	common	stock	held	by	non-affiliates	of	the	Registrant was	$39.033	billion	and	$15.656	billion,	respectively.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Part	III—The	Registrant's	definitive	Proxy	Statement	for	its	annual	meeting	of	shareholders	presently	scheduled	to	be	held	in	May	2009.

| Item	1 | Business | 1 |
| :--- | :--- | :--- |
| Item\t1A | Risk\tFactors | 13 |
| Item\t1B | Unresolved\tStaff\tComments | 16 |
| Item\t2 | Properties | 16 |
| Item\t3 | Legal\tProceedings | 17 |
| Item\t4 | Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | 18 |
| PART\tII |  |  |
| Item\t5 | Market\tfor\tthe\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 19 |
| Item\t6 | Selected\tFinancial\tData | 21 |
| Item\t7 | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 22 |
| Item\t7A | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 36 |
| Item\t8 | Financial\tStatements\tand\tSupplementary\tData | 38 |
| Item\t9 | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 79 |
| Item\t9A | Controls\tand\tProcedures | 79 |
| Item\t9B | Other\tInformation | 79 |
| PART\tIII |  |  |
| Item\t10 | Directors\tand\tExecutive\tOfficers\tof\tthe\tRegistrant | 80 |
| Item\t11 | Executive\tCompensation | 81 |
| Item\t12 | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement | 81 |
| Item\t13 | Certain\tRelationships\tand\tRelated\tTransactions | 81 |
| Item\t14 | Principal\tAccountant\tFees\tand\tServices | 81 |

This	Annual	Report	on	Form	10-K	is	for	the	year	ended	December	31,	2008.	This	Annual	Report	on	Form	10-K	modifies	and	supersedes	documents	filed before	it.	The	Securities	and	Exchange	Commission	("SEC")	allows	us	to	"incorporate	by	reference"	information	that	we	file	with	them,	which	means	that we	can	disclose	important	information	to	you	by	referring	you	directly	to	those	documents.	Information	incorporated	by	reference	is	considered	to	be	part of	this	Annual	Report	on	Form	10-K.	In	addition,	information	that	we	file	with	the	SEC	in	the	future	will	automatically	update	and	supersede	information contained	in	this	Annual	Report	on	Form	10-K.	Throughout	this	Annual	Report	on	Form	10-K,	we	refer	to	Comcast	Corporation	as	"Comcast;"	Comcast and	its	consolidated	subsidiaries	as	"we,"	"us"	and	"our;"	and	Comcast	Holdings	Corporation	as	"Comcast	Holdings."

Our	registered	trademarks	include	Comcast	and	the	Comcast	logo.	Our	trademarks	include	Fancast	and	FEARnet.	This	Annual	Report	on	Form	10-K also	contains	other	trademarks,	service	marks	and	trade	names	owned	by	us	as	well	as	those	owned	by	others.

# Part	I

# Item	1:	Business

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	December	31,	2008,	our	cable	systems served	 approximately	 24.2	 million	 video	 customers,	 14.9	 million	 high- speed	Internet	customers	and	6.5	million	phone	customers	and	passed over	50.6	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	consolidated	revenue.	Our	Cable segment	also	 includes	 the	operations	of	our	regional	sports	networks. Our	 other	 reportable	 segment,	 Programming,	 consists	 primarily	 of	 our national	 programming	 networks,	 including	 E!,	 Golf	 Channel,	 VERSUS, G4	and	Style.	We	were	incorporated	under	the	laws	of	Pennsylvania	in December	 2001.	 Through	 our	 predecessors,	 we	 have	 developed, managed	and	operated	cable	systems	since	1963.

Our	 other	 business	 interests	 include	 Comcast	 Interactive	 Media	 and Comcast	Spectacor.	Comcast	Interactive	Media	develops	and	operates Comcast's	 Internet	 businesses	 focused	 on	 entertainment,	 information and	 communication,	 including	 Comcast.net,	 Fancast,	 thePlatform, Fandango,	 Plaxo	 and	 DailyCandy.	 Comcast	 Spectacor	 owns	 two professional	 sports	 teams	 and	 two	 large,	 multipurpose	 arenas,	 and manages	other	facilities	for	sporting	events,	concerts	and	other	events. Comcast	 Interactive	 Media,	 Comcast	 Spectacor	 and	 all	 other consolidated	 businesses	 not	 included	 in	 our	 Cable	 or	 Programming segment	are	included	in	"Corporate	and	Other"	activities.

For	financial	and	other	information	about	our	reportable	segments,	refer to	Item	8,	Note	16	to	our	consolidated	financial	statements	included	in this	Annual	Report	on	Form	10-K.

# Available	Information	and	Web	Sites

Our	phone	number	is	(215)	286-1700,	and	our	principal	executive	offices are	located	at	One	Comcast	Center,	Philadelphia,	PA	19103-2838.	The public	 may	 read	 and	 copy	 any	 materials	 we	 file	 with	 the	 SEC	 at	 the SEC's	 Public	 Reference	 Room	 at	 100	 F	 Street,	 NE,	 Washington,	 DC 20549.	The	public	may	obtain	information	on	the	operation	of	the	Public Reference	 Room	 by	 calling	 the	 SEC	 at	 1-800-SEC-0330.	 Our	Annual Reports	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q,	Current	Reports on	Form	8-K	and	any	amendments	to	such	reports	filed	with	or	furnished to	the	SEC	under	Sections	13(a)	or	15(d)	of	the	Securities	Exchange	Act of	1934,	as	amended	(the	"Exchange	Act"),	are	available	free	of	charge on	 the	 SEC's	 Web	 site	 at	 www.sec.gov	 and	 on	 our	 Web	 site	 at www.comcast.com	as	soon	as	reasonably	practicable	after	such	reports are	electronically	filed	with	the	SEC.	The	information	posted	on	our	Web site	is	not	incorporated	into	our	SEC	filings.

# General	Developments	of	Our	Businesses

The	following	are	the	more	significant	developments	in	our	businesses	in 2008:

•	growth	in	consolidated	revenue	of	10.9%	to	approximately	$34.3	billion and	 an	 increase	 in	 consolidated	 operating	 income	 of 20.7% to approximately	$6.7	billion

•	growth	 in	 Cable	 segment	 revenue	 of	 10.7%	 to	 approximately	 $32.4 billion	 and	 an	 increase	 in	 operating	 income	 before	 depreciation	 and amortization	of	10.5%	to	approximately	$13.2	billion

•	the	 addition	 of	 approximately 1.5	 million digital	 video	 customers, approximately	1.3	million	high-speed	Internet	customers,	approximately 2.0	million	digital	phone	customers	and	a	decrease	of	approximately 575,000	video	customers	(excluding	in	each	case	customers	obtained through	acquisitions)

•	a	 reduction	 in	 Cable segment capital expenditures of 7.5% to approximately	$5.5	billion

•	the	transition	of	more	of	our	programming	to	digital	transmission	rather than	analog	transmission	in	order	to	recapture	bandwidth	that	will	allow us	to	continue	to	expand	our	service	offerings

•	the	initial	deployment	of	DOCSIS	3.0	high-speed	Internet	technology, also	referred	to	as	Wideband

•	the	 acquisition	 of	 cable	 systems	 serving	 Illinois	 and	 Indiana (approximately	696,000	video	customers),	as	a	result	of	the	dissolution of	Insight	Midwest,	LP	(the	"Insight	transaction"),	in	January	2008

•	an	 investment	 as	 part	 of	 an	 investor	 group	 in	 a	 new	 entity	 named Clearwire	 that	 is	 focusing	 on	 the	 deployment	 of	 a	 nationwide	 4G wireless	network	using	 its	significant	wireless	spectrum	holdings	and was	 formed	 through	 the	 combination	 of	 the	 4G	 wireless	 broadband businesses	 of	 Clearwire's	 legal	 predecessor	 and	 Sprint	 Nextel ("Sprint");	through	related	agreements	entered	into	in	connection	with our	 investment,	 we	 will	 be	 able	 to	 offer	 wireless	 services	 utilizing Clearwire's	4G	and	certain	of	Sprint's	existing	wireless	networks

•	the	 completion	 of	 various	 transactions,	 including	 the	 acquisition	 of Internet-related	businesses,	which	include	Plaxo	and	DailyCandy,	and the	purchase	of	an	additional	ownership	interest	in	Comcast	SportsNet Bay	Area

•	the	 repurchase	 of	 approximately	 141	 million	 shares	 of	 our	 Class	 A common	stock	and	Class	A	Special	common	stock	for	approximately $2.8	billion	under	our	share	repurchase	authorization

Comcast	2008	Annual	Report	on	Form	10-K

•	the	initiation	of	a	quarterly	dividend	of	$0.0625	per	share	in	February 2008;	we	declared	dividends	of	approximately	$727	million	in	2008,	of which	$547	million	were	paid	during	2008

We	 operate	 our	 businesses	 in	 an	 intensely	 competitive	 environment. Competition	 for	 the	cable	services	we	offer	consists	primarily	of	direct broadcast	satellite	("DBS")	operators	and	phone	companies.	In	2008,	our competitors	continued	to	add	features

and	 adopt	 aggressive	 pricing	 and	 packaging	 for	 services	 that	 are comparable	to	the	services	we	offer	and	the	local	phone	companies	have continued	 to	 expand	 their	 service	 areas.	 A	 substantial	 portion	 of	 our revenue	comes	from	residential	customers	whose	spending	patterns	may be	affected	by	prevailing	economic	conditions.	 Intensifying	competition and	a	weakening	economy	affected	our	net	customer	additions	in	2008 and	may,	 if	 these	conditions	continue,	adversely	 impact	our	results	of operations	in	the	future.

# Description	of	Our	Businesses

# Cable	Segment

The	table	below	summarizes	certain	customer	and	penetration	data	for	our	cable	operations	as	of	December	31.

| (in	millions) | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Homes\tpassed(a) | 50.6 | 48.5 | 45.7 | 38.6 | 37.8 |
| Video |  |  |  |  |  |
| Video\tcustomers(b) | 24.2 | 24.1 | 23.4 | 20.3 | 20.5 |
| Penetration(c) | 47.8% | 49.6% | 51.3% | 52.7% | 54.1% |
| Digital\tvideo\tcustomers(d) | 17.0 | 15.2 | 12.1 | 9.1 | 8.1 |
| Digital\tvideo\tpenetration(c) | 70.3% | 63.1% | 51.9% | 44.8% | 39.4% |
| High-speed\tInternet |  |  |  |  |  |
| Available\thomes(e) | 50.3 | 48.1 | 45.2 | 38.2 | 37.1 |
| Internet\tcustomers | 14.9 | 13.2 | 11.0 | 8.1 | 6.6 |
| Penetration(c) | 29.7% | 27.5% | 24.4% | 21.1% | 17.8% |
| Phone |  |  |  |  |  |
| Available\thomes(e) | 46.7 | 42.2 | 31.5 | 19.6 | 8.9 |
| Phone\tcustomers | 6.5 | 4.6 | 2.4 | 1.2 | 1.1 |
| Penetration(c) | 13.9% | 10.8% | 7.6% | 6.0% | 12.2% |

Basis	of	Presentation:	Information	related	to	cable	system	acquisitions	is	included	from	the	date	acquired.	Information	related	to	cable	systems	sold	or	exchanged	is	excluded	for	all	periods	presented. All	percentages	are	calculated	based	on	actual	amounts.	Minor	differences	may	exist	due	to	rounding.

(a) Homes	are	considered	passed	("homes	passed")	if	we	can	connect	them	to	our	distribution	system	without	further	extending	the	transmission	lines.	As	described	in	Note	(b)	below,	in	the	case	of certain	multiple	dwelling	units	("MDUs"),	such	as	apartment	buildings	and	condominium	complexes,	homes	passed	are	counted	on	an	adjusted	basis.	Homes	passed	is	an	estimate	based	on	the best	available	information.	Homes	passed	and	available	homes	do	not	include	the	number	of	small	and	medium-sized	businesses	passed,	which	cannot	be	reasonably	estimated	at	this	time.

(b) Generally,	a	dwelling	or	commercial	unit	with	one	or	more	television	sets	connected	to	our	distribution	system	counts	as	one	video	customer.	In	the	case	of	some	MDUs,	we	count	homes	passed and	video	customers	on	a	Federal	Communications	Commission	("FCC")	equivalent	basis	by	dividing	total	revenue	received	from	a	contract	with	an	MDU	by	the	standard	residential	rate	where the	specific	MDU	is	located.

(c) Penetration	is	calculated	by	dividing	the	number	of	customers	by	the	number	of	homes	passed	or	available	homes,	as	appropriate.	The	number	of	customers	includes	our	small	and	medium- sized	business	customers.

(d) Digital	video	customers	are	those	who	receive	any	level	of	video	service	via	digital	transmissions.	A	dwelling	with	one	or	more	digital	set-top	boxes	counts	as	one	digital	video	customer.	On average,	as	of	December	31,	2008,	each	digital	video	customer	had	1.6	digital	set-top	boxes.

(e) Homes	are	considered	available	("available	homes")	if	we	can	connect	them	to	our	distribution	system	without	further	upgrading	the	transmission	lines	and	if	we	offer	the	service	in	that	area. Available	homes	for	phone	include	digital	and	circuit-switched	homes.	See	also	note	(a)	above.

# Cable	Services

We	offer	a	variety	of	services	over	our	cable	systems,	including	video, high-speed	 Internet	 and	 phone	 services	 ("cable	 services")	 and	 market these	 services	 individually	 and	 in	 packages.	 Substantially	 all	 of	 our customers	are	residential	customers.	We	have	 traditionally	offered	our video	services	to	restaurants	and	hotels,	and	we	are	now	offering	our cable	 services	 to	 small	 and	 medium-sized	 businesses.	 Monthly subscription	 rates	 and	 related	 charges	 vary	 according	 to	 the	 service selected	and	the	type	of	equipment	the	customer	uses,	and	customers typically	 pay	 us	 on	 a	 monthly	 basis.	 While	 residential	 customers	 may discontinue	 services	 at	 any	 time,	 business	 customers	 may	 only discontinue	their	services	in	accordance	with	the	terms	of	their	respective contracts,	which	typically	have	one	to	three	year	terms.

We	are	focusing	our	technology	initiatives	on	extending	the	capacity	and efficiency	 of	 our	 networks,	 increasing	 the	 capacity	 and	 functionality	 of advanced	 set-top	 boxes,	 developing	 and	 integrating	 cross-service features	and	functionality,	and	developing	interactive	services.

# Video	Services

Our	video	service	offerings	range	from	a	limited	analog	service	to	a	full digital	 service,	 as	 well	 as	 advanced	 services,	 including	 high-definition television	 ("HDTV")	 and	 digital	 video	 recorder	 ("DVR").	 We	 tailor	 our channel	offerings	for	each	system	serving	a	particular	geographic	area according	 to	 applicable	 local	 and	 federal	 regulatory	 requirements, programming	preferences	and	demographics.

Our	video	services	consist	of	a	limited	analog	service,	which	generally includes	 access	 to	 between	 20	 and	 40	 channels	 of	 programming,	 an expanded	analog	service,	which	generally	includes	access	to	between	60 and	80	channels	of	programming,	and	digital	video	services	with	access to	over	250	channels,	depending	on	the	level	of	service	selected.	Our video	services	generally	include	programming	provided	by	national	and local	 broadcast	 networks,	 national	 and	 regional	 cable	 networks,	 and governmental	and	public	access	programming.	Our	digital	video	services generally	 include	 access	 to	 multiple	 music	 channels;	 our	 On	 Demand service;	and	an	interactive,	on-screen	program	guide.	We	also	offer	some specialty	tiers	with	sports,	family	or	international	themes.

Our	 video	 customers	 may	 also	 subscribe	 to	 premium	 channel programming.	Premium	channels	include	cable	networks	such	as	HBO, Showtime,	Starz	and	Cinemax,	which	generally	offer,	without	commercial interruption,	 movies,	 original	 programming,	 live	 and	 taped	 sporting events,	concerts	and	other	special	features.

Our	 On	 Demand	 service	 allows	 our	 digital	 video	 customers	 the opportunity	 to	choose	 from	a	selection	of	more	 than	10,000	standard- definition	and	high-definition	programs	over	the	course	of	a	month;	start the	programs	at	whatever	time	is	convenient;	and	pause,	rewind	and	fast- forward	the	programs.	The	majority	of	our

On	 Demand	 content	 is	 available	 to	 our	 digital	 video	 customers	 at	 no additional	 charge,	 with	 additional	 content	 available	 on	 a	 pay-per-view basis.	Digital	video	customers	subscribing	to	premium	channels	generally have	 access	 to	 the	 premium	 channel's	 On	 Demand	 content	 without additional	fees.	Our	pay-per-view	On	Demand	service	allows	our	video customers	to	order,	for	a	separate	fee,	individual	new	release	and	library movies	 and	 special-event	 programs,	 such	 as	 professional	 boxing, professional	 wrestling	 and	 concerts.	 We	 are	 continuing	 to	 expand	 the number	of	On	Demand	choices,	including	HDTV	programming.

Video	customers	may	also	subscribe	to	our	advanced	services,	HDTV and	 DVR.	 Our	 HDTV	 service	 provides	 our	 video	 customers	 with improved,	high-resolution	picture	quality,	 improved	audio	quality	and	a wide-screen	format.	Our	HDTV	service	offers	our	digital	video	customers a	broad	selection	of	high-definition	programming,	including	most	major broadcast	networks,	leading	national	cable	networks,	premium	channels and	 regional	 sports	 networks.	 In	 addition,	 our	 On	 Demand	 service provides	over	1,000	HDTV	programming	choices.	We	are	continuing	to expand	 our	 HDTV	 programming	 choices.	 Our	 DVR	 service	 lets	 digital video	 customers	 select,	 record	 and	 store	 programs	 and	 play	 them	 at whatever	time	is	convenient.	Our	DVR	service	also	provides	the	ability	to pause	and	rewind	"live"	television.

# High-Speed	Internet	Services

We	offer	high-speed	Internet	services	with	Internet	access	at	downstream speeds	of	up	to	24	Mbps,	depending	on	the	service	selected,	and	up	to 50	Mbps	with	the	introduction	of	DOCSIS	3.0	technology,	also	referred	to as	Wideband,	based	on	geographic	market	availability.	These	services also	include	our	interactive	portal,	Comcast.net,	which	provides	multiple e-mail	addresses	and	online	storage,	as	well	as	a	variety	of	content	and value-added	 features	 and	 enhancements	 that	 are	 designed	 to	 take advantage	of	the	speed	of	the	Internet	services	we	provide.

# Phone	Services

We	offer	a	Voice	over	Internet	Protocol	("VoIP")	digital	phone	service	that provides	 either	 usage-based	 or	 unlimited	 local	 and	 domestic	 long- distance	calling,	including	features	such	as	voice	mail,	caller	ID	and	call waiting.	 We	 phased	 out	 substantially	 all	 of	 our	 circuit-switched	 phone service	in	2008.

# Advertising

As	 part	 of	 our	 programming	 license	 agreements	 with	 programming networks,	we	often	receive	an	allocation	of	scheduled	advertising	time that	 we	 may	 sell	 to	 local,	 regional	 and	 national	 advertisers.	 We	 also coordinate	the	advertising	sales	efforts	of	other	cable	operators	in	some markets,	 and	 in	 some	 markets	 we	 operate	 advertising	 interconnects. These	 interconnects	 establish	 a	 physical,	 direct	 link	 between	 multiple cable	 systems	 and	 provide	 for	 the	 sale	 of	 regional	 and	 national advertising	across	larger	geographic	areas	than	could	be	provided	by	a single	 cable	 company.	 We	 are	 also	 in	 the	 process	 of	 developing technology	for	interactive	advertising.

# Regional	Sports	Networks

Our	regional	sports	networks	include	Comcast	SportsNet	(Philadelphia), Comcast	 SportsNet	 Mid-Atlantic	 (Baltimore/Washington),	 Cable	 Sports Southeast,	Comcast	SportsNet	Chicago,	MountainWest	Sports	Network, Comcast	 SportsNet	 California	 (Sacramento),	 Comcast	 SportsNet	 New England	 (Boston),	 Comcast	 SportsNet	 Northwest	 (Portland)	 and Comcast	SportsNet	Bay	Area	(San	Francisco).	These	networks	generate revenue	from	monthly	per	subscriber	license	fees	paid	by	multichannel video	providers	and	through	the	sale	of	advertising	time.

# Other	Revenue	Sources

We	 also	 generate	 revenue	 from	 our	 digital	 media	 center,	 installation services,	commissions	from	electronic	retailing	networks	and	fees	from other	services.

# Sources	of	Supply

To	offer	our	video	services,	we	license	from	programming	networks	the substantial	majority	of	the	programming	channels	and	the	associated	On Demand	offerings	we	distribute,	and	we	generally	pay	a	monthly	fee	for such	 programming	 on	 a	 per	 video	 subscriber,	 per	 channel	 basis.	 We attempt	to	secure	long-term	programming	licenses	with	volume	discounts and/or	 marketing	 support	 and	 incentives.	 We	 also	 license	 individual programs	or	packages	of	programs	from	programming	suppliers	for	our On	Demand	service,	generally	under	shorter-term	agreements.

Our	video	programming	expenses	depend	on	the	number	of	our	video customers,	the	number	of	channels	and	programs	we	provide,	and	the programming	license	fees	we	are	charged.	We	expect	our	programming expenses	 to	 continue	 to	 be	 our	 largest	 single	 expense	 item	 and	 to increase	in	the	future.

We	 purchase	 a	 significant	 number	 of	 the	 set-top	 boxes	 and	 network equipment	from	a	limited	number	of	suppliers	that	we	use	in	providing our	video	services.

For	 our	 high-speed	 Internet	 portal,	 Comcast.net,	 we	 license	 software products	 (such	 as	 e-mail	 and	 security	 software)	 and	 content	 (such	 as news	 feeds)	 from	 a	 variety	 of	 suppliers	 under	 contracts	 in	 which	 we generally	pay	on	a	fixed-fee	basis,	or	on	a	per	customer	basis	in	the	case of	 software	 product	 licenses,	 or	 on	 a	 video	 advertising	 revenue	 share basis	in	the	case	of	content	licenses.

To	offer	our	phone	services,	we	license	software	products	(such	as	voice mail)	from	a	variety	of	suppliers	under	multiyear	contracts.	The	fees	we pay	are	based	on	the	consumption	of	the	related	services.

In	connection	with	our	provision	of	cable	services,	we	license	all	of	our billing	software	from	two	vendors.

# Customer	and	Technical	Services

We	service	our	customers	through	local,	regional	and	national	call	and technical	 centers.	 These	 call	 centers	 provide	 24/7	 call-answering capability,	telemarketing	and	other	services.	Our	technical	services	group performs	 various	 tasks,	 including	 installations,	 transmission	 and distribution	plant	maintenance,	plant	upgrades,	and	activities	related	to customer	service.

# Technology

Our	cable	systems	employ	a	network	architecture	of	hybrid	fiber	coax	that we	 believe	 is	 sufficiently	 flexible	 and	 scalable	 to	 support	 our	 future requirements.	This	network	allows	the	two-way	delivery	of	transmissions, which	 is	 essential	 to	 providing	 interactive	 video	 services,	 such	 as	 On Demand,	and	high-speed	Internet	and	digital	phone	services.

We	continue	to	work	on	technology	initiatives,	including:

•	development	 of	 cross-platform	 functionality that	 will integrate key features	of	two	or	more	of	our	services

•	recapture	 of	 bandwidth	 available	 in	 our	 network,	 both	 by	 delivering more	 of	 our	 programming	 through	 digital,	 as	 opposed	 to	 analog, transmission	and	by	exploiting	digital	optimization

•	development	of	 technology	 that	provides	early	detection	of	problems within	 our	 network	 and	 provides	 our	 technicians	 with	 enhanced diagnostic	tools

•	development	 of	 software	 for	 our	 network	 and	 for	 set-top	 boxes	 that measures	the	reliability	and	quality	of	our	video	signals	and	identifies video	problems	for	particular	customers

•	the	 internal	 development	 of	 strategically	 important	 software	 and technologies,	as	well	as	technology	specifications	that	integrate	third- party	software

•	expanding	 our	 use	 of	 open	 technology	 solutions that	 allow	 multiple vendors	to	more	easily	integrate	with	our	technology

•	working	 with	 members	 of	 CableLabs,	 a	 nonprofit	 research	 and development	consortium	founded	by	members	of	the	cable	industry,	to develop	and	integrate	a	common	software	platform,	known	as	tru2way, that	 enables	 cable	 companies,	 content	 developers,	 network programmers,	consumer	electronics	companies	and	others	 to	extend interactivity	to	the	TV	set	and	other	types	of	devices

•	exploring	wireless	options	to	extend	our	services	outside	the	home	to provide	 mobility	 and	 create	 new	 features	 that	 integrate	 with	 our services,	 including	 our	 November	 2008	 investment	 in	 a	 new	 entity named	Clearwire	that	is	focusing	on	the	deployment	of	a	nationwide	4G wireless	network	and	our	purchase	of	wireless	spectrum,	both	directly and	through	a	consortium

# Sales	and	Marketing

We	offer	our	products	and	services	directly	to	customers	through	our	call centers,	 door-to-door selling, direct mail advertising, television advertising,	local	media	advertising,	telemarketing	and	retail	outlets.	We also	 market	 our	 video,	 high-speed	 Internet	 and	 digital	 phone	 services individually	and	as	bundled	services.

# Competition

We	operate	our	businesses	in	an	intensely	competitive	environment.	We compete	with	a	number	of	different	companies	that	offer	a	broad	range	of services	through	increasingly	diverse	means.	Competition	for	the	cable services	we	offer	consists	primarily	of	DBS	operators	and	 local	phone companies.	In	2008,	our	competitors	continued	to	add	features	and	adopt aggressive	pricing	and	packaging	for	services	that	are	comparable	to	the services	 we	 offer,	 and	 the	 local	 phone	 companies	 have	 continued	 to expand	 their	 service	 areas.	 These	 competitive	 factors	 have	 had	 an impact	on	and	are	likely	to	continue	to	affect	our	results	of	operations.	In addition,	we	operate	in	a	technologically	complex	environment	where	it	is likely	 that	 new	 technologies	 will	 further	 increase	 the	 number	 of competitors	 we	 face	 for	 our	 video,	 high-speed	 Internet	 and	 phone services,	 and	 for	 our	 advertising	 business.	 We	 expect	 advances	 in communications	technology,	such	as	video	streaming	over	the	Internet, to	continue	in	the	future,	and	we	are	unable	to	predict	what	effects	these developments	will	have	on	our	businesses	and	operations.

We	 compete	 with	 a	 number	 of	 different	 sources	 that	 provide	 news, sports,	 information	 and	 entertainment	 programming	 to	 consumers, including:

•	DBS	 providers	 that	 transmit	 satellite	 signals	 containing	 video programming,	data	and	other	information	to	receiving	dishes	located	on the	customer's	premises

•	certain	 local	 phone	 companies	 that	 have	 built	 and	 are	 continuing	 to build	wireline	fiber-optic-based	networks,	in	some	cases	using	Internet protocol	 ("IP")	 technology,	 to	 provide	 video	 and	 data	 services	 in substantial	portions	of	their	service	areas	and	in	an	increasing	number of	our	service	areas,	 in	addition	 to	marketing	DBS	service	 in	certain areas

•	other	providers	that	build	and	operate	wireline	communications	systems in	the	same	communities	that	we	serve,	including	those	operating	as franchised	cable	operators

•	online	 services	 that	 offer	 Internet	 video	 streaming,	 downloading	 and distribution	of	movies,	television	shows	and	other	video	programming

•	satellite	master	antenna	 television	systems,	known	as	SMATVs,	 that generally	serve	condominiums,	apartment	and	office	complexes,	and residential	developments

•	local	 television broadcast stations that provide free over-the-air programming

•	wireless	and	other	emerging	mobile	technologies	that	provide	for	the distribution	and	viewing	of	video	programming

•	video	rental	services	and	home	video	products

In	 recent	 years,	 Congress	 has	 enacted	 legislation	 and	 the	 FCC	 has adopted	 regulatory	 policies	 intended	 to	 provide	 a	 favorable	 operating environment	for	existing	competitors	and	for	potential	new	competitors	to our	cable	systems.	The	FCC	adopted	rules	favoring	new	investment	by local	 phone	 companies	 in	 networks	 capable	 of	 distributing	 video programming	 and	 rules	 allocating	 and	 auctioning	 spectrum	 for	 new wireless	 services	 that	 may	 compete	 with	 our	 video	 service	 offerings. Furthermore,	 the	 FCC	 and	 various	 state	 governments	 have	 adopted measures	that	reduce	or	eliminate	local	franchising	requirements	for	new entrants	into	the	multichannel	video	marketplace,	including	local	phone companies.	 Certain	 of	 these	 franchising	 entry	 measures	 have	 already been	 adopted	 in	 many	 states	 in	 which	 we	 operate.	 We	 could	 be materially	disadvantaged	if	FCC	and	state	franchising	rules	continue	to set	a	different,	less	burdensome	standard	for	some	of	our	competitors than	for	ourselves	(see	"Legislation	and	Regulation"	below).

# Direct	broadcast	satellite	systems

According	 to	 recent	 government	 and	 industry	 reports,	 conventional, medium-power	and	high-power	satellites	provide	video	programming	to over	35	million	customers	in	the	United	States.	DBS	providers	with	high- power	satellites	typically	offer	more	than	250	channels	of	programming, including	programming	services	substantially	similar	to	those	our	cable systems	provide.	Two	companies,	DIRECTV	and	DISH	Network,	provide service	to	substantially	all	of	these	DBS	customers.

High-power	satellite	service	can	be	received	throughout	the	continental United	States	through	small	rooftop	or	side-mounted	outdoor	antennas. Satellite	systems	use	video	compression	technology	to	increase	channel capacity	and	digital	technology	to	improve	the	quality	and	quantity	of	the signals	 transmitted	 to	 their	 customers.	 Our	 digital	 cable	 service	 is competitive	 with	 the	 programming,	 channel	 capacity	 and	 quality	 of signals	currently	delivered	to	customers	by	DBS	providers.

Federal	 legislation	 establishes,	 among	 other	 things,	 a	 compulsory copyright	 license	 that	 permits	 satellite	 systems	 to	 retransmit	 local broadcast	 television	 signals	 to	 customers	 who	 reside	 in	 the	 local television	station's	market.	These	companies	are	currently	 transmitting local	 broadcast	 signals	 in	 most	 markets	 that	 we	 serve.	 Additionally, federal	 law	 generally	 provides	 satellite	 systems	 with	 access	 to	 cable- affiliated	 video	 programming	 services	 delivered	 by	 satellite.	 DBS providers	also	have	arrangements	with	local	phone	companies	in	which the	DBS	provider's	video	services	are	sold	together	with	a	local	phone company's	high-speed	Internet	and	phone	services.

# Local	phone	companies

Local	phone	companies,	in	particular	AT&T	and	Verizon,	have	built	and continue	to	build	fiber-optic-based	networks	to	provide	video	services	in substantial	portions	of	their	service	areas.	These	local	phone	companies have	continued	to	offer	video	services	in	an	increasing	number	of	our service	 areas,	 and	 we	 anticipate	 that	 local	 phone	 companies'	 video services	will	be	offered	in	a	substantial	portion	of	our	service	areas	in	the near	future.	In	certain	areas,	video	services	are	being	offered	in	addition to	 joint	 marketing	 arrangements	 local	 phone	 companies	 have	 entered into	 with	 DBS	 providers.	 Local	 phone	 companies	 have	 taken	 various positions	on	the	question	of	whether	they	need	a	local	cable	television franchise	to	provide	video	services.	Some,	like	Verizon,	have	applied	for local	cable	franchises	while	others,	like	AT&T,	claim	that	they	can	provide their	video	services	without	a	local	cable	franchise.	Notwithstanding	their positions,	both	AT&T	and	Verizon	have	filed	for	video	service	franchise certificates	under	state	franchising	laws	(see	"Legislation	and	Regulation" below).

# Other	providers

We	operate	our	cable	systems	under	nonexclusive	 franchises	 that	are issued	by	a	local	community	governing	body,	such	as	a	city	council	or county	 board	 of	 supervisors	 or,	 in	 some	 cases,	 by	 a	 state	 regulatory agency.	Federal	law	prohibits	franchising	authorities	from	unreasonably denying	 requests	 for	 additional	 franchises,	 and	 it	 permits	 franchising authorities	 to	 operate	 cable	 systems.	 In	 addition	 to	 local	 phone companies,	 various	 other	 companies,	 including	 those	 that	 traditionally have	 not	 provided	 cable	 services	 and	 have	 substantial	 financial resources	(such	as	public	utilities,	including	those	that	own	some	of	the poles	to	which	our	cables	are	attached),	have	obtained	cable	franchises and	provide	competing	cable	services.	These	and	other	cable	systems offer	 cable	 services	 in	 various	 areas	 where	 we	 hold	 franchises.	 We anticipate	that	facilities-based	competitors	will	emerge	in	other	franchise areas	that	we	serve.

# Satellite	master	antenna	television	systems

Our	cable	systems	also	compete	 for	customers	with	SMATV	systems. SMATV	system	operators	 typically	are	not	subject	 to	regulation	 in	 the same	 manner	 as	 local,	 franchised	 cable	 system	 operators.	 SMATV systems	 offer	 customers	 both	 improved	 reception	 of	 local	 television stations	and	much	of	the	programming	offered	by	our	cable	systems.	In addition,	some	SMATV	operators	offer	packages	of	video,	Internet	and phone	services	to	residential	and	commercial	developments.

# Local	broadcast	services

Local	broadcast	stations	have	the	ability	to	broadcast	multiple	streams	of free	 programming	 in	 their	 digital	 broadcast	 spectrum,	 and	 some broadcasters	are	providing	such	services	in	markets	that	we	serve.	The increasing	use	of	such	free	multicast	services	could	present	competitive challenges	to	our	cable	service.

We	compete	with	a	number	of	other	companies,	many	of	which	have substantial	resources,	including:

# •	phone	companies

•	Internet service providers ("ISPs"), such as AOL, Earthlink and Microsoft

•	wireless	 phone	 companies	 and	 other	 providers	 of	 wireless Internet service

# •	power	companies

Digital	subscriber	 line	("DSL")	 technology	allows	 Internet	access	 to	be provided	to	customers	over	telephone	lines	at	data	transmission	speeds substantially	 greater	 than	 those	 of	 dial-up	 modems.	 Local	 phone companies	and	other	companies	offer	DSL	service,	and	several	of	them have	increased	transmission	speeds,	lowered	prices	or	created	bundled service	 packages.	 In	 addition,	 some	 local	 phone	 companies,	 such	 as AT&T	 and	 Verizon,	 have	 built	 and	 are	 continuing	 to	 build	 fiber-optic- based	networks	that	allow	them	to	provide	data	transmission	speeds	that exceed	 those	 that	can	be	provided	with	DSL	 technology	and	are	now offering	these	higher	speed	services	in	many	of	our	markets.	The	FCC has	 reduced	 the	 obligations	 of	 local	 phone	 companies	 to	 offer	 their broadband	facilities	on	a	wholesale	or	retail	basis	to	competitors,	and	it has	freed	their	DSL	services	of	common	carrier	regulation.

Various	 wireless	 phone	 companies	 are	 offering	 wireless	 high-speed Internet	services.	In	addition,	in	a	growing	number	of	commercial	areas, such	as	retail	malls,	restaurants	and	airports,	Wi-Fi	 Internet	service	 is available.	Numerous	local	governments	are	also	considering	or	actively pursuing	publicly	subsidized	Wi-Fi	and	WiMAX	Internet	access	networks, and	commercial	WiMAX	offerings	are	being	rolled	out.

The	FCC	has	adopted	an	order	that	prohibits	us	from	engaging	in	certain high-speed	Internet	network	management	practices,	and	Congress	and the	 FCC	 are	 considering	 creating	 certain	 rights	 for	 Internet	 content providers	and	for	users	of	high-speed	Internet	services	by	imposing	"net neutrality"	 requirements	 on	 service	 providers.	 These	 requirements,	 as well	as	any	other	measures	adopted	by	Congress	or	the	FCC	that	impose additional	 obligations	 on	 high-speed	 Internet	 service	 providers,	 could adversely	affect	our	high-speed	Internet	business	(see	"Legislation	and Regulation"	below).

Our	 digital	 phone	 service	 competes	 against	 local	 phone	 companies, wireless	 phone	 service	 providers,	 competitive	 local	 exchange	 carriers ("CLECs")	and	other	VoIP	service	providers.	The	local	phone	companies have	 substantial	 capital	 and	 other	 resources,	 longstanding	 customer relationships,	and	extensive	existing	facilities	and	network	rights-of-way. A	few	CLECs	also	have	existing	local	networks	and	significant	financial resources.

We	compete	for	the	sale	of	advertising	against	a	wide	variety	of	media, including	local	broadcast	stations,	national	broadcast	networks,	national and	regional	programming	networks,	local	radio	broadcast	stations,	local and	regional	newspapers,	magazines	and	Internet	sites.

# Programming	Segment

The	table	below	presents	a	summary	of	our	most	significant	consolidated	national	programming	networks	as	of	December	31,	2008.

|  | Approximate |  |
| :--- | :--- | :--- |
|  | U.S. |  |
|  | Subscribers |  |
| Programming\tNetwork | (in\tmillions) | Description |
| E! | 85 | Pop\tculture\tand\tentertainment-related\tprogramming |
| Golf\tChannel | 73 | Golf\tand\tgolf-related\tprogramming |
| VERSUS | 66 | Sports\tand\tleisure\tprogramming |
| G4 | 57 | Gamer\tlifestyle\tprogramming |
| Style | 51 | Lifestyle-related\tprogramming |

Revenue	for	our	programming	networks	is	primarily	generated	from	the sale	of	advertising	and	from	monthly	per	subscriber	license	fees	paid	by multichannel	 video	 providers	 that	 have	 typically	 entered	 into	 multiyear contracts	 to	 distribute	 our	 programming	 networks.	To	 obtain	 long-term contracts	 with	 distributors,	 we	 may	 make	 cash	 payments,	 provide	 an initial	period	in	which	license	fee	payments	are	waived	or	do	both.	Our programming	 networks	 assist	 distributors	 with	 ongoing	 marketing	 and promotional	 activities	 to	 retain	 existing	 customers	 and	 acquire	 new customers.	 Although	 we	 believe	 prospects	 of	 continued	 carriage	 and marketing	 of	 our	 programming	 networks	 by	 larger	 distributors	 are generally	good,	the	loss	of	one	or	more	of	such	distributors	could	have	a material	adverse	effect	on	our	programming	networks.

Our	programming	networks	often	produce	their	own	television	programs and	broadcasts	of	live	events.	This	often	requires	us	to	acquire	the	rights to	 the	 content	 that	 is	 used	 in	 such	 productions	 (such	 as	 rights	 to screenplays	 or	 sporting	 events).	 In	 other	 cases,	 our	 programming networks	 license	 the	 cable	 telecast	 rights	 to	 television	 programs produced	by	third	parties.

Our	programming	networks	compete	with	other	television	programming services	for	distribution	and	programming.	In	addition,	our	programming networks	compete	for	audience	share	with

all	other	forms	of	programming	provided	to	viewers,	including	broadcast networks;	local	broadcast	stations;	pay	and	other	cable	networks;	home video,	pay-per-view	and	video	on	demand	services;	and	Internet	sites. Finally,	our	programming	networks	compete	for	advertising	revenue	with other	 national	 and	 local	 media,	 including	 other	 television	 networks, television	stations,	radio	stations,	newspapers,	Internet	sites	and	direct mail.

# Other	Businesses

Our	 other	 business	 interests	 include	 Comcast	 Interactive	 Media	 and Comcast	Spectacor.	Comcast	Interactive	Media	develops	and	operates Comcast's	 Internet	 businesses	 focused	 on	 entertainment,	 information and	 communication,	 including	 Comcast.net,	 Fancast,	 thePlatform, Fandango,	 Plaxo	 and	 DailyCandy.	 Comcast	 Spectacor	 owns	 two professional	 sports	 teams	 and	 two	 large,	 multipurpose	 arenas,	 and manages	other	facilities	for	sporting	events,	concerts	and	other	events.

We	 also	 own	 noncontrolling	 interests	 in	 certain	 networks	 and	 content providers,	 including	 MGM,	 iN	 DEMAND,	 TV	 One,	 PBS	 KIDS	 Sprout, FEARnet,	New	England	Cable	News,	Pittsburgh	Cable	News	Channel, Music	 Choice	 and	 SportsNet	 New	 York.	 In	 addition,	 we	 have noncontrolling	 interests	 in	 wireless-related	 companies,	 including Clearwire	and	SpectrumCo,	LLC.

# Legislation	and	Regulation

Our	Cable	segment	is	subject	to	regulation	by	federal,	state	and	local governmental	authorities	under	federal	and	state	laws	and	regulations	as well	 as	 agreements	 we	 enter	 into	 with	 franchising	 authorities.	 The Communications	Act	of	1934,	as	amended	(the	"Communications	Act"	or "Act")	and	FCC	regulations	and	policies	affect	significant	aspects	of	our Cable	segment,	including	cable	system	ownership,	video	customer	rates, carriage	 of	 broadcast	 television	 stations,	 the	 way	 we	 sell	 our programming	packages	to	customers,	access	to	cable	system	channels by	franchising	authorities	and	other	parties,	the	use	of	utility	poles	and conduits	and	the	offering	of	our	high-speed	Internet	and	phone	services. Our	 Programming	 segment	 is	 subject	 to	 more	 limited	 governmental regulation.

Federal	regulation	and	regulatory	scrutiny	of	our	Cable	and	Programming segments	have	increased	over	the	last	three	years,	even	as	the	cable industry	is	subject	to	increasing	competition	from	DBS	providers,	phone companies	and	others	for	video,	high-speed	Internet	and	phone	services. Meanwhile,	the	FCC	has	provided	regulatory	relief	and	various	regulatory advantages	to	our	competitors,	examples	of	which	are	provided	below. Further,	 in	 some	 areas,	 the	 Communications	 Act	 treats	 certain multichannel	video	programming	distributors	("MVPDs")	differently	from others.	For	example,	ownership	limits,	pricing	and	packaging	regulation, must-carry	and	 franchising	are	not	applicable	 to	our	DBS	competitors. Regulation	 continues	 to	 present	 significant	 adverse	 risks	 to	 our businesses.

Regulators	at	all	levels	of	government	frequently	consider	changing,	and sometimes	do	change,	existing	rules	or	interpretations	of	existing	rules, or	 prescribe	 new	 ones.	 The	 transition	 to	 a	 new	 administration	 under President	Obama	will	likely	lead	to	turnover	in	the	leadership	of	many federal	agencies,	including	the	FCC.	We	are	unable	to	predict	how	new leadership	 in	 these	 agencies	 will	 ultimately	 affect	 regulation	 of	 our businesses.	In	addition,	we	always	face	the	risk	that	Congress	or	one	or more	states	will	approve	legislation	significantly	affecting	our	businesses, such	as	proposed	federal	legislation	referred	to	as	the	Employee	Free Choice	Act,	which	would	substantially	liberalize	the	procedures	for	union organization.

The	following	paragraphs	describe	existing	and	potential	future	legal	and regulatory	requirements	for	our	businesses.

# Ownership	Limits

The	 FCC	 adopted	 an	 order	 in	 2007	 establishing	 a	 30%	 limit	 on the percentage	of	multichannel	video	customers	that	any	single	cable

provider	can	serve	nationwide.	Because	we	currently	serve	approximately 26%	 of	 multichannel	 video	 customers	 nationwide,	 the	 30%	 ownership limit	 constrains	 our	 ability	 to	 take	 advantage	 of	 future	 growth opportunities.	A	federal	appellate	court	struck	down	a	similar	30%	limit	in a	2001	decision,	and	we	have	appealed	the	new	limit	in	court.	The	FCC is	also	assessing	whether	 it	should	reinstate	a	 limit	on	 the	number	of affiliated	programming	networks	a	cable	operator	may	carry	on	its	cable systems.	The	FCC's	previous	limit	of	40%	of	the	first	75	channels	was also	struck	down	by	the	federal	appellate	court	in	the	2001	decision.	The percentage	of	affiliated	programming	networks	we	currently	carry	is	well below	the	previous	40%	limit.	It	is	uncertain	when	the	FCC	will	rule	on this	issue	or	how	any	regulation	it	adopts	might	affect	us.

# Pricing	and	Packaging

The	 Communications	 Act	 and	 FCC	 regulations	 and	 policies	 limit	 the prices	 that	 cable	 operators	 may	 charge	 for	 limited	 basic	 service, equipment	 and	 installation,	 as	 well	 as	 the	 manner	 in	 which	 cable operators	may	package	premium	or	pay-per-view	services	with	other	tiers of	 service.	 These	 rules	 do	 not	 apply	 to	 cable	 systems	 that	 the	 FCC determines	are	subject	to	effective	competition.	The	FCC	has	made	this determination	 for	 systems	 covering	 33%	 of	 our	 customers,	 and,	 as	 of December 31, 2008,	 we	 have	 pending	 before	 the	 FCC	 additional petitions	for	determination	of	effective	competition	for	systems	covering another	12%	of	our	customers.	An	additional	35%	of	our	customers	are not	 subject	 to	 rate	 regulation	 because	 numerous	 local	 franchising authorities	have	chosen	not	to	make	the	FCC	certification	filing	necessary to	regulate	rates.	From	 time	 to	 time,	Congress	and	 the	FCC	consider imposing	 new	 pricing	 or	 packaging	 regulations	 on	 the	 cable	 industry, including	 proposals	 that	 would	 require	 cable	 operators	 to	 offer programming	networks	on	an	a	la	carte	or	themed-tier	basis	instead	of,	or in	addition	to,	our	current	packaged	offerings.	As	discussed	under	"Legal Proceedings"	in	Item	3,	we	and	others	are	currently	involved	in	litigation that	could	force	us	and	other	MVPDs	to	offer	programming	networks	on an	a	la	carte	basis.	Additionally,	uniform	pricing	requirements	under	the Communications	 Act	 may	 affect	 our	 ability	 to	 respond	 to	 increased competition	 through	 offers,	 promotions	 or	 other	 discounts	 that	 aim	 to retain	existing	customers	or	regain	those	we	have	lost.	In	October	2008, the	FCC	initiated	several	inquiries	regarding	the	cable	industry's	transition from	 analog	 to	 digital	 transmission	 and	 the	 potential	 impact	 of	 these transition	efforts	on	pricing	and	packaging	 for	customers	who	 lack	 the equipment	necessary	to	receive	digital	programming.	We	believe	that	our product	 and	 service	 offerings	 will	 improve	 as	 we	 deliver	 more	 of	 our programming	 through	 digital	 transmission,	 because	 we	 will	 be	 able	 to provide	 more	 high-definition	 programming	 and	 video	 on	 demand services,	 better	 picture	 quality	 of	 our	 video	 services,	 faster	 Internet speeds	and	other	services.	There	is	a	risk	that	the	FCC	could	pursue regulatory	or	enforcement	actions	in	this	area,	which	could	complicate	or delay	our	transition	to	digital	technology	and	could	have	an	adverse	effect on	our	business.

# Must-Carry/Retransmission	Consent

Cable	operators	are	currently	required	 to	carry,	without	compensation, the	 programming	 transmitted	 by	 most	 local	 commercial	 and noncommercial	television	stations.	Alternatively,	local	television	stations may	 insist	 that	 a	 cable	 operator	 negotiate	 for	 retransmission	 consent, which	may	enable	popular	stations	to	demand	cash	payments	or	other significant	concessions	(such	as	the	carriage	of,	and	payment	for,	other programming	networks	affiliated	with	the	broadcaster)	as	a	condition	of transmitting	 the	 TV	 broadcast	 signals	 that	 video	 customers	 expect	 to receive.	 As	 part	 of	 the	 transition	 from	 analog	 to	 digital	 broadcast transmission,	Congress	and	the	FCC	gave	each	local	broadcast	station	a digital	 channel,	 capable	 of	 carrying	 multiple	 programming	 streams,	 in addition	to	its	current	analog	channel.	After	the	broadcasters'	transition	to digital	 (the	 current	 transition	 date	 is	 June 12, 2009,	 although broadcasters	 have	 the	 option	 of	 making	 the	 transition	 earlier),	 cable operators	will	have	to	carry	the	primary	digital	programming	stream	of local	 broadcast	 stations,	 as	 well	 as	 an	 analog	 version	 of	 the	 primary digital	 programming	 stream.	 These	 requirements	 will	 last	 for	 at	 least three	years	from	the	date	of	the	digital	transition.	The	FCC	has	provided a	limited	exemption	from	these	requirements	for	cable	systems	with	an activated	channel	capacity	of	552	MHz	or	 less.	Under	 this	exemption, which	 applies	 to	 certain	 of	 our	 cable	 systems,	 the	 operator	 is	 only obligated	to	carry	the	analog	version	of	the	broadcaster's	primary	digital programming	stream.	The	FCC	is	also	considering	proposals	to	require cable	operators	to	carry,	after	the	2009	transition	date,	some	or	all	of	the multiple	 programming	 streams	 transmitted	 in	 the	 broadcaster's	 digital signal.	Such	expanded	must-carry	obligations	would	further	constrain	our ability	 to	 allocate	 bandwidth	 to	 more	 high-definition	 channels,	 faster Internet	speeds	and	other	services.	In	addition,	the	FCC	is	considering proposals	that	would	require	cable	operators	to	carry	certain	low	power broadcast	 television	 stations	 that,	 under	 current	 regulations,	 generally lack	must-carry	rights.

# Program	Access/Program	Carriage/License	Agreements

The	Communications	Act	and	the	FCC's	program	access	rules	generally prevent	video	programmers	affiliated	with	cable	operators	from	favoring cable	 operators	 over	 competing	 MVPDs,	 such	 as	 DBS	 providers,	 and limit	 the	 ability	 of	 such	 affiliated	 programmers	 to	 offer	 exclusive programming	arrangements	to	cable	operators.	The	FCC	has	extended the	exclusivity	restrictions	 through	October	2012.	We	have	challenged this	FCC	action	in	federal	court.	In	addition,	the	Communications	Act	and the	 FCC's	 program	 carriage	 rules	 prohibit	 cable	 operators	 and	 other MVPDs	 from	 requiring	 a	 financial	 interest	 in,	 or	 exclusive	 distribution rights	for,	any	video	programming	network	as	a	condition	of	carriage,	or from	unreasonably	restraining	the	ability	of	an	unaffiliated	programming network	to	compete	fairly	by	discriminating	against	the	network	on	the basis	of	its	nonaffiliation	in	the	selection,	terms	or	conditions	for	carriage. The	 FCC	 is	 considering	 proposals	 to	 expand	 its	 program	 access	 and program	 carriage	 regulations	 that,	 if	 adopted,	 could	 have	 an	 adverse effect	on	our	businesses.	In	addition,	under	the	FCC's	July	2006	order approving	our	acquis-

ition	of	Adelphia	cable	systems	and	related	Time	Warner	transactions, until	July	2012	our	regional	sports	networks	are	generally	covered	by	the program	 access	 rules,	 and	 MVPDs	 may	 invoke	 commercial	 arbitration against	 such	 regional	 sports	 networks	 as	 an	 alternative	 to	 filing	 a program	access	complaint	with	the	FCC.	In	addition,	we	are	a	party	to program	 carriage	 disputes	 at	 the	 FCC	 involving	 three	 programming networks	 (NFL	 Network,	 WealthTV	 and	 Mid-Atlantic	 Sports	 Network). Adverse	decisions	in	these	disputes	could	increase	our	costs	and	curtail our	flexibility	to	deliver	services	to	our	customers.

# Leased	Access

The	Communications	Act	requires	a	cable	system	to	make	available	up	to 15%	of	its	channel	capacity	for	commercial	leased	access	by	third	parties to	provide	programming	that	may	compete	with	services	offered	directly by	 the	cable	operator.	To	date,	we	have	not	 been	 required	 to	 devote significant	 channel	 capacity	 to	 leased	 access.	 However,	 the	 FCC adopted	rules	in	2007	that	dramatically	reduce	the	rates	we	can	charge for	 leased	 access	 channels.	Although	 the	 lower	 rates	 initially	 will	 not apply	to	home	shopping	or	infomercial	programmers,	the	FCC	has	issued a	further	notice	to	determine	if	such	programming	should	also	have	the benefit	of	the	lower	rates.	These	new	FCC	rules,	which	have	been	stayed by	a	federal	court	pending	the	outcome	of	a	challenge	brought	by	us	and other	cable	operators	and	which	also	have	been	blocked	by	the	Office	of Management	 and	 Budget,	 could	 adversely	 affect	 our	 business	 by significantly	increasing	the	number	of	cable	system	channels	occupied by	leased	access	users	and	by	significantly	increasing	the	administrative burdens	and	costs	associated	with	complying	with	such	rules.

# Cable	Equipment

The	FCC	has	adopted	regulations	aimed	at	promoting	the	retail	sale	of set-top	boxes	and	other	equipment	that	can	be	used	to	receive	digital video	services.	Effective	July	2007,	cable	operators	were	prohibited	from acquiring	 for	 deployment	 set-top	 boxes	 that	 perform	 both	 channel navigation	and	security	functions.	Set-top	boxes	purchased	after	that	date must	rely	on	a	separate	security	device	known	as	a	CableCARD,	which adds	to	the	cost	of	set-top	boxes.	In	addition,	the	FCC	has	adopted	rules to	implement	an	agreement	between	the	cable	and	consumer	electronics industries	aimed	at	promoting	the	manufacture	of	plug-and-play	TV	sets that	can	connect	directly	to	a	cable	network	and	receive	one-way	analog and	digital	video	services	without	the	need	for	a	set-top	box.	The	FCC	is also	 considering	 proposals	 to	 establish	 regulations	 for	 plug-and-play retail	 devices	 that	 can	 access	 two-way	 cable	 services.	 Some	 of	 the proposals,	if	adopted,	would	impose	substantial	costs	on	us	and	impair our	 ability	 to	 innovate.	 In	 April	 2008,	 we	 joined	 major	 consumer electronics	 companies,	 information	 technology	 companies	 and	 other major	 cable	 operators	 in	 an	 agreement	 to	 use	 certain	 technology	 to enable	retail	devices	to	access	two-way	cable	services.	We	believe	that this	inter-industry	agreement	makes	it	less	likely	the	FCC	will	adopt	two- way	plug-and-play	requirements	in	the	near	future.

# MDUs	and	Inside	Wiring

In	October	2007,	the	FCC	adopted	an	order	prohibiting	the	enforcement of	exclusive	video	service	access	agreements	between	cable	operators and	MDUs	and	other	private	real	estate	developments.	The	order	also prohibits	the	execution	of	new	exclusive	access	agreements.	The	order has	 been	 appealed	 by	 the	 National	 Cable	 &	 Telecommunications Association	("NCTA"),	the	cable	industry's	trade	organization.	The	FCC	is also	 considering	 proposals	 to	 extend	 these	 prohibitions	 to	 non-cable MVPDs	 and	 to	 expand	 the	 scope	 of	 the	 rules	 to	 prohibit	 exclusive marketing	and	bulk	billing	agreements.	Because	we	have	a	significant number	of	exclusive	access	agreements,	the	FCC's	order	to	abrogate	the exclusivity	 provisions	 of	 those	 agreements	 could	 negatively	 affect	 our business,	as	would	adoption	of	new	limits	on	exclusive	marketing	and bulk	 billing.	 The	 FCC	 has	 also	 adopted	 rules	 facilitating	 competitors' access	 to	 the	cable	wiring	 inside	such	MDUs.	These	rules	could	also have	an	adverse	impact	on	our	business	as	they	allow	our	competitors	to use	wiring	we	have	deployed	to	reach	potential	customers	more	quickly and	inexpensively.

# Pole	Attachments

The	Communications	Act	permits	the	FCC	to	regulate	the	rate	that	pole- owning	utility	companies	(with	the	exception	of	municipal	utilities	and	rural cooperatives)	charge	cable	systems	for	attachments	to	their	poles.	States are	 permitted	 to	 preempt	 FCC	 jurisdiction	 and	 regulate	 the	 terms	 of attachments	 themselves,	 and	 many	 states	 in	 which	 we	 operate	 have done	so.	Most	of	these	states	have	generally	followed	the	FCC's	pole rate	standards.	The	FCC	or	a	state	could	increase	pole	attachment	rates paid	by	cable	operators.	Additionally,	higher	pole	attachment	rates	apply to	pole	attachments	 that	are	subject	 to	 the	FCC's	 telecommunications services	pole	rates.	The	applicability	of	and	method	for	calculating	those rates	 for	 cable	 systems	 over	 which	 phone	 services	 are	 transmitted remain	unclear,	and	there	is	a	risk	that	we	could	face	materially	higher pole	 attachment	 costs.	 In	 November	 2007,	 the	 FCC	 initiated	 a proceeding	to	consider	whether	to	modify	its	rules	governing	prices	for pole	 attachments.	 Among	 other	 issues,	 the	 FCC	 is	 considering establishing	a	new	unified	pole	attachment	rate	that	would	apply	to	cable system	 attachments	 where	 the	 cable	 operator	 provides	 high-speed Internet	services	and,	perhaps,	phone	services	as	well.	The	proposed rate	would	be	higher	than	the	current	rate	paid	by	cable	service	providers but	 lower	 than	 the	 rate	 that	 applies	 to	 attachments	 used	 to	 provide telecommunications	services.	If	adopted,	this	proposal	could	materially increase	 our	 costs	 by	 increasing	 our	 existing	 payments	 for	 pole attachments.

# Franchising

Cable	 operators	 generally	 operate	 their	 cable	 systems	 under nonexclusive	franchises	granted	by	local	or	state	franchising	authorities. While	 the	 terms	 and	 conditions	 of	 franchises	 vary	 materially	 from jurisdiction	 to	 jurisdiction,	 franchises	 typically	 last	 for	 a	 fixed	 term; obligate	the	franchisee	to	pay	franchise	fees	and

meet	service	quality,	customer	service	and	other	requirements;	and	are terminable	if	the	franchisee	fails	to	comply	with	material	provisions.	The Communications	 Act	 permits	 franchising	 authorities	 to	 establish reasonable	 requirements	 for	 public,	 educational	 and	 governmental access	 programming,	 and	 many	 of	 our	 franchises	 require	 substantial channel	 capacity	 and	 financial	 support	 for	 this	 programming.	 The Communications	Act	also	contains	provisions	governing	the	franchising process,	including,	among	other	things,	renewal	procedures	designed	to protect	incumbent	franchisees	against	arbitrary	denials	of	renewal.	We believe	that	our	franchise	renewal	prospects	generally	are	favorable.

There	has	been	considerable	activity	at	both	the	federal	and	state	levels addressing	franchise	requirements	imposed	on	new	entrants.	This	activity is	primarily	directed	at	facilitating	local	phone	companies'	entry	into	cable services.	 In	December	2006,	 the	FCC	adopted	new	rules	designed	 to ease	 the	 franchising	 process	 and	 reduce	 franchising	 burdens	 for	 new entrants	 by,	 among	 other	 things,	 limiting	 the	 range	 of	 financial, construction	 and	 other	 commitments	 that	 franchising	 authorities	 can request	 of	 new	 entrants,	 requiring	 franchising	 authorities	 to	 act	 on franchise	applications	by	new	entrants	within	90	days,	and	preempting certain	 local	 "level	 playing	 field"	 franchising	 requirements.	 The	 FCC subsequently	adopted	more	modest	franchising	relief	for	existing	cable operators.	We	could	be	materially	disadvantaged	if	the	rules	continue	to set	a	different,	less	burdensome	standard	for	some	of	our	competitors than	 for	 ourselves.	 From	 time	 to	 time,	 Congress	 has	 also	 considered proposals	 to	 eliminate	 or	 streamline	 local	 franchising	 requirements	 for local	 phone	 companies	 and	 other	 new	 entrants.	 We	 cannot	 predict whether	such	legislation	will	be	enacted	or	what	effect	it	would	have	on our	business.

In	addition,	approximately	half	of	the	states	in	which	we	operate	have enacted	 legislation	 to	provide	statewide	 franchising	or	 to	simplify	 local franchising	requirements	for	new	entrants,	thus	relieving	new	entrants	of many	 of	 the	 local	 franchising	 burdens	 faced	 by	 incumbent	 operators. Some	 of	 these	 statutes	 also	 allow	 new	 entrants	 to	 operate	 on	 more favorable	terms	than	our	current	operations,	for	instance	by	not	requiring that	 the	 applicant	 provide	 service	 to	 all	 parts	 of	 the	 franchise	 area	 or permitting	 the	 applicant	 to	 designate	 only	 those	 portions	 it	 wishes	 to serve.	Certain	of	these	state	statutes	allow	incumbent	cable	operators	to opt	into	the	new	state	franchise	where	a	competing	state	franchise	has been	issued	for	the	incumbent's	franchise	area.	However,	even	in	those states	where	incumbent	cable	operators	are	allowed	to	opt	into	a	state franchise,	we	often	are	required	to	retain	certain	franchise	obligations	that are	more	burdensome	than	the	new	entrant's	state	franchise.

# Copyright	Regulation

In	exchange	for	filing	reports	and	contributing	a	percentage	of	revenue	to a	 federal	 copyright	 royalty	 pool,	 cable	 operators	 can	 obtain	 blanket permission	 to	 retransmit	 copyrighted	 material	 contained	 in	 broadcast signals.	The	possible	modification	or

elimination	of	this	copyright	license	is	the	subject	of	ongoing	legislative and	administrative	review.	In	June	2008,	the	Copyright	Office	issued	a report	to	Congress	in	which	it	recommended	eliminating	the	compulsory copyright	 license	 in	 favor	 of	 free	 market	 negotiations	 between	 cable operators	and	copyright	owners.	If	adopted,	this	proposal	could	adversely affect	our	ability	to	obtain	certain	programming	and	substantially	increase our	 programming	 costs.	 In	 May	 2008,	 the	 Copyright	 Office	 rejected	 a cable	industry	request	to	clarify	that	copyright	fees	associated	with	the retransmission	 of	 out-of-market	 broadcast	 signals	 should	 be	 limited	 to system	 customers	 who	 actually	 receive	 those	 signals.	 The	 Copyright Office	concluded	it	did	not	have	authority	under	the	governing	statute	to adopt	 that	 interpretation.	 There	 is	 a	 risk	 that	 the	 Copyright	 Office's determination	on	this	issue	could	materially	increase	the	copyright	royalty fees	that	we	and	other	cable	operators	pay	to	retransmit	out-of-market broadcast	signals.	Further,	in	June	2008,	the	Copyright	Office	issued	a Notice	of	Proposed	Rulemaking	addressing	how	the	compulsory	license will	 apply	 to	 digital	 broadcast	 signals	 and	 services.	 In	 this	 notice,	 the Copyright	Office	proposed	to	require	royalty	fees	from	cable	operators	for carriage	of	each	digital	multicast	stream	of	programming	from	an	out-of- market	 television	 broadcast	 station.	 If	 adopted,	 this	 proposal	 could significantly	 increase	 our	 royalty	 fees	 for	 the	 carriage	 of	 out-of-market television	stations.	In	addition,	we	pay	standard	industry	licensing	fees	to use	 music	 in	 the	 programs	 we	 create,	 including	 our	 Cable	 segment's local	 advertising	 and	 local	 origination	 programming,	 and	 our Programming	 segment's	 original	 programs.	 These	 licensing	 fees	 have been	the	source	of	litigation	with	music	performance	rights	organizations in	 the	 past	 and	 we	 cannot	 predict	 with	 certainty	 whether	 license	 fee disputes	may	arise	in	the	future.

We	provide	high-speed	Internet	services	by	means	of	our	existing	cable systems.	In	2002,	the	FCC	ruled	that	this	was	an	interstate	information service	that	is	not	subject	to	regulation	as	a	telecommunications	service under	federal	law	or	to	state	or	local	utility	regulation.	However,	our	high- speed	Internet	services	are	subject	to	a	number	of	regulatory	obligations, including	 compliance	 with	 the	 Communications	 Assistance	 for	 Law Enforcement	Act	("CALEA")	requirement	that	high-speed	Internet	service providers	 must	 implement	 certain	 network	 capabilities	 to	 assist	 law enforcement	in	conducting	surveillance	of	persons	suspected	of	criminal activity.

Several	 parties	 are	 advocating	 that	 Congress	 and	 the	 FCC	 adopt	 so- called	"net	neutrality"	rules	that	would	define	certain	rights	for	users	of high-speed	 Internet	 services	 and	 regulate	 or	 restrict	 some	 types	 of commercial	 agreements	 between	 service	 providers	 and	 providers	 of Internet	content.	In	2005,	the	FCC	issued	what	was	characterized	at	the time	as	a	nonbinding	policy	statement	identifying	four	principles	that	will guide	its	policymaking	regarding	high-

speed	 Internet	 and	 related	 services.	 These	 principles	 provide	 that consumers	 are	 entitled	 to:	 (i)	 access	 lawful	 Internet	 content	 of	 their choice;	(ii)	run	applications	and	services	of	their	choice,	subject	to	the needs	of	law	enforcement;	(iii)	connect	their	choice	of	legal	devices	that do	 not	 harm	 the	 network;	 and	 (iv)	 enjoy	 competition	 among	 network providers,	 application	 and	 service	 providers,	 and	 content	 providers. Some	have	proposed	that	Congress	and	the	FCC	adopt	these	principles as	 formal	 rules	 and	 also	 impose	 nondiscrimination	 and	 disclosure requirements	 on	 high-speed	 Internet	 service	 providers.	 Congress	 has rejected	 similar	 proposals	 in	 the	 past,	 but	 such	 proposals	 may	 be revisited	and	possibly	broadened.	Any	such	rules	or	statutes	could	limit our	 ability	 to	 manage	 our	 cable	 systems	 (including	 use	 for	 other services),	 obtain	 value	 for	 use	 of	 our	 cable	 systems	 or	 respond	 to competitive	conditions.	We	cannot	predict	whether	"net	neutrality"	rules or	statutes	will	be	adopted.

All	networks	must	be	managed	 to	provide	high-quality,	consistent	and safe	high-speed	Internet	services.	In	August	2008,	the	FCC	found	that	we had	 violated	 "federal	 Internet	 policies"	 by	 engaging	 in	 certain	 network management	practices	intended	to	address	congestion	on	our	high-speed Internet	 network.	 As	 a	 result,	 we	 were	 ordered	 to	 disclose	 certain information	about	our	network	management	practices	to	the	FCC,	and	to cease	the	practices	at	issue	by	December	31,	2008.	We	are	challenging that	 decision	 in	 federal	 court.	 In	 the	 interim,	 we	 complied	 with	 the disclosure	 requirements	 imposed	 by	 the	 FCC.	 In	 addition,	 as	 of December	31,	2008,	we	stopped	using	our	earlier	techniques	in	favor	of	a new	set	of	protocol-agnostic	network	management	congestion	practices, and	 we	 have	 so	 informed	 the	 FCC.	 Continued	 FCC	 regulation	 of	 our high-speed	 Internet	 network	 management	 practices	 could	 adversely affect	 our	 business	 by	 impairing	 our	 ability	 to	 manage	 our	 network efficiently.

A	federal	 program	 known	 as	 the	 Universal	 Service	 program	 generally requires	telecommunications	service	providers	to	collect	and	pay	a	fee based	 on	 their	 revenue	 from	 telecommunications	 services	 (in	 recent years,	 roughly 10% of	 revenue)	 into	 a	 fund	 used	 to	 subsidize	 the provision	of	telecommunications	services	in	high-cost	areas	and	Internet and	telecommunications	services	to	schools,	libraries	and	certain	health care	 providers.	 Congress	 is	 considering	 proposals	 that	 could	 result	 in high-speed	Internet	services	being	subject	to	Universal	Service	fees.	We cannot	 predict	 whether	 or	 how	 the	 Universal	 Service	 funding	 system might	be	extended	to	cover	high-speed	Internet	services	or,	if	that	occurs, how	it	will	affect	us.

Congress	and	federal	regulators	have	adopted	a	wide	range	of	measures affecting	 Internet	 use,	 including,	 for	 example,	 consumer	 privacy, copyright	 protection,	 defamation	 liability,	 taxation,	 obscenity	 and unsolicited	 commercial	 e-mail.	 State	 and	 local	 governments	 have	 also adopted	 Internet-related	 regulations.	 Furthermore,	 Congress,	 the	 FCC and	certain	state	and	local	governments	are	also	considering	proposals to	impose	customer

service,	 quality	 of	 service,	 taxation,	 child	 safety,	 privacy	 and	 standard pricing	 regulations	 on	 high-speed	 Internet	 service	 providers.	 It	 is uncertain	whether	any	of	these	proposals	will	be	adopted.	The	adoption of	new	laws	or	the	application	of	existing	laws	to	the	Internet	could	have a	material	adverse	effect	on	our	high-speed	Internet	business.

We	currently	offer	phone	services	using	interconnected	VoIP	technology. Upon	receipt	of	requested	approvals	for	two	remaining	service	areas,	we will	 no	 longer	 provide	 circuit-switched	 phone	 service.	 The	 FCC	 has adopted	 a	 number	 of	 orders	 addressing	 regulatory	 issues	 relating	 to providers	 of	 nontraditional	 voice	 services	 such	 as	 ours,	 including regulations	 relating	 to	 customer	 proprietary	 network	 information,	 local number	portability	duties	and	benefits,	disability	access,	E911,	CALEA, and	contributions	to	the	federal	Universal	Service	Fund,	but	has	not	yet ruled	 on	 the	 appropriate	 classification	 of	 the	 specific	 type	 of	 voice services	that	we	provide.	The	regulatory	environment	for	interconnected VoIP	services	therefore	remains	uncertain	at	both	the	federal	and	state level.	Until	the	FCC	definitively	classifies	interconnected	VoIP	services for	state	and	federal	regulatory	purposes,	state	regulatory	commissions and	 legislatures	 may	 continue	 to	 investigate	 imposing	 regulatory requirements	on	such	services.

We	and	two	other	cable	operators	filed	a	complaint	with	the	FCC	against Verizon	 in	 2008	 claiming	 that	 Verizon	 had	 violated	 a	 statutory	 carrier proprietary	 information	 requirement	 in	 processing	 requests	 from	 us	 to transfer	 Verizon	 customers	 who	 had	 selected	 us	 to	 be	 their	 voice provider.	 The	 FCC	 subsequently	 upheld	 the	 complaint,	 and	 a	 federal appellate	 court	 rejected	 Verizon's	 appeal	 of	 the	 FCC's	 order.	 Verizon could	seek	additional	judicial	review	and,	if	the	order	were	overturned	on further	appeal,	our	ability	to	increase	our	voice	services	customer	base could	be	adversely	affected.

The	FCC	and	Congress	also	are	considering	how	nontraditional	voice services	 should	 interconnect	 with	 local	 phone	 companies'	 phone networks.	 Since	 the	 FCC	 has	 not	 determined	 the	 appropriate classification	 of	 these	 services,	 the	 precise	 scope	 of	 local	 phone company	interconnection	rules	applicable	to	providers	of	nontraditional voice	 services	 is	 not	 entirely	 clear.	 As	 a	 result,	 some	 local	 phone companies	 may	 resist	 interconnecting	 directly	 with	 these	 providers.	 In light	of	these	concerns,	providers	of	these	services	typically	either	secure CLEC	 authorization	 or	 obtain	 interconnection	 to	 local	 phone	 company networks	 by	 contracting	 with	 an	 existing	 CLEC,	 whose	 right,	 as	 a telecommunications	 carrier,	 to	 request	 and	 obtain	 interconnection	 with local	phone	companies	is	set	forth	in	the	Communications	Act.	We	have arranged	 for	 such	 interconnection	 rights	 through	 our	 own	 CLECs	 and through	third	party	CLECs,	however	certain	parties	have	chal-

lenged	 our	 interconnection	 rights	 at	 the	 FCC	 and various state commissions	and	these	proceedings	remain	unresolved.

It	is	uncertain	whether	and	when	the	FCC	or	Congress	will	adopt	further rules	regarding	interconnection	rights	and	arrangements	and	how	such rules	would	affect	our	voice	services.

# Other	Areas

The	 FCC	 actively	 regulates	 other	 aspects	 of	 our	 Cable	 segment	 and limited	aspects	of	our	Programming	segment,	 including	 the	mandatory blackout	 of	 syndicated,	 network	 and	 sports	 programming;	 customer service standards; political advertising;	 indecent	 or	 obscene programming;	 Emergency	 Alert	 System	 requirements	 for	 analog	 and digital	services;	closed	captioning	requirements	for	the	hearing	impaired; commercial restrictions on children's programming; origination cablecasting	 (i.e.,	 programming	 locally	 originated	 by	 and	 under	 the control	 of	 the	 cable	 operator);	 sponsorship	 identification;	 equal employment	opportunity;	lottery	programming;	recordkeeping	and	public file	access	requirements;	 telemarketing;	 technical	standards	relating	 to operation	of	the	cable	network;	and	regulatory	fees.	We	are	unable	to predict	how	these	regulations	might	be	changed	in	the	future	and	how any	such	changes	might	affect	our	Cable	and	Programming	businesses. In	addition,	while	we	believe	that	we	are	in	substantial	compliance	with FCC	 rules,	 we	 are	 occasionally	 subject	 to	 enforcement	 actions	 at	 the FCC,	which	can	result	in	our	having	to	pay	fines	to	the	agency.

# State	and	Local	Taxes

Some	 states	 and	 localities	 have	 imposed	 or	 are	 considering	 imposing new	or	additional	 taxes	or	 fees	on	 the	services	 we	 offer,	 or	 imposing adverse	 methodologies	 by	 which	 taxes	 or	 fees	 are	 computed.	 These include	combined	reporting	or	other	changes	to	general	business	taxes, central	assessments	for	property	tax,	and	taxes	and	fees	on	video	and voice	services.	We	and	other	cable	 industry	members	are	challenging certain	of	these	taxes	through	administrative	and	court	proceedings.	In addition,	in	some	situations	our	DBS	competitors	do	not	face	similar	state tax	and	fee	burdens.	Congress	has	also	considered,	and	may	consider again,	proposals	to	bar	states	from	imposing	taxes	on	DBS	providers	that are	equivalent	to	the	taxes	or	fees	that	we	pay.

# Privacy	and	Security	Regulation

The	Communications	Act	generally	restricts	the	nonconsensual	collection and	disclosure	to	third	parties	of	cable	customers'	personally	identifiable information	 by	 cable	 operators.	 There	 are	 exceptions	 that	 permit	 the collection	 and	 disclosure	 of	 this	 information	 for	 rendering	 service, conducting	 legitimate	 business	 activities	 related	 to	 the	 service,	 and responding	 to	 legal	 requests.	 The	 Telecommunications	 Act	 of	 1996 provides	additional	privacy	protections	for	customer	proprietary	network information,	 commonly	 known	 as	 CPNI,	 related	 to	 our	 digital	 phone services.

A	handful	of	states	and	the	District	of	Columbia	have	enacted	privacy laws	that	apply	to	cable	services.

We	 are	 also	 subject	 to	 state	 and	 federal	 rules	 and	 laws	 regarding information	 security.	 Most	 of	 these	 rules	 and	 laws	 apply	 to	 customer information	that	could	be	used	to	commit	identity	theft.	Forty-five	states and	 the	 District	 of	 Columbia	 have	 enacted	 security	 breach	 notification laws.	 These	 laws	 generally	 require	 that	 a	 business	 give	 notice	 to	 its customers	 whose	 financial	 account	 information	 has	 been	 disclosed because	of	a	security	breach.	The	Federal	Trade	Commission	("FTC")	is applying	the	"red	flag	rules"	in	the	Fair	and	Accurate	Credit	Transactions Act	of	2003	to	both	financial	institutions	and	creditors.	Because	we	permit customers	to	pay	us	for	services	usually	30	days	after	they	receive	them, we	are	considered	a	creditor	according	to	the	FTC's	interpretation	of	the rules.	We	intend	to	comply	with	these	rules,	which	become	effective	for us	 on	 May	 1,	 2009,	 by	 using	 an	 identity	 theft	 prevention	 program	 to identify,	detect	and	respond	 to	patterns,	practices	or	specific	activities that	could	indicate	identity	theft.

We	 are	 also	 subject	 to	 state	 and	 federal	 "do	 not	 call"	 laws	 regarding telemarketing	 and	 state	 and	 federal	 laws	 regarding	 unsolicited commercial	e-mails.	Additional	and	more	restrictive	requirements	may	be imposed	if	and	to	the	extent	that	state	or	local	authorities	establish	their own	privacy	or	security	standards	or	if	Congress	enacts	new	privacy	or security	legislation.

# Employees

As	 of	 December 31, 2008,	 we	 employed	 approximately 100,000 employees,	 including	 part-time	 employees.	 Of	 these	 employees, approximately	89,000	were	associated	with	our	Cable	business	and	the remainder	were	associated	with	our	Programming	and	other	businesses. Approximately	6,000	of	our	employees	(including	part-time	employees) are	covered	by	collective	bargaining	agreements	or	have	organized	but are	 not	 covered	 by	 collective	 bargaining	 agreements.	 We	 believe	 we have	good	relationships	with	our	employees.

# Caution	Concerning	Forward-Looking Statements

The	SEC	encourages	companies	to	disclose	forward-looking	information so	 that	 investors	 can	 better	 understand	 a	 company's	 future	 prospects and	make	informed	investment	decisions.	In	this	Annual	Report	on	Form 10-K,	 we	 state	 our	 beliefs	 of	 future	 events	 and	 of	 our	 future	 financial performance.	In	some	cases,	you	can	identify	these	so-called	"forward- looking	statements"	by	words	such	as	"may,"	"will,"	"should,"	"expects," "believes,"	"estimates,"

"potential,"	 or	 "continue,"	 or	 the	 negative	 of	 these	 words,	 and	 other comparable	words.	You	should	be	aware	that	those	statements	are	only our	predictions.	In	evaluating	those	statements,	you	should	specifically consider	 various	 factors,	 including	 the	 risks	 and	 uncertainties	 listed	 in "Risk	Factors"	under	Item	1A	and	in	other	reports	we	file	with	the	SEC. Actual	events	or	our	actual	results	may	differ	materially	from	any	of	our forward-looking	statements.

Additionally,	 we	 operate	 in	 a	 highly	 competitive,	 consumer-driven	 and rapidly	 changing	 environment.	 The	 environment	 is	 affected	 by government	 regulation;	 economic,	 strategic,	 political	 and	 social conditions;	 consumer	 response	 to	 new	 and	 existing	 products	 and services;	 technological	 developments;	 and,	 particularly	 in	 view	 of	 new technologies,	the	ability	to	develop	and	protect	intellectual	property	rights. Our	 actual	 results	 could	 differ	 materially	 from	 management's expectations	because	of	changes	in	such	factors.	Other	factors	and	risks could	adversely	affect	our	operations,	business	or	financial	results	of	our businesses	 in	 the	 future	 and	 could	 also	 cause	 actual	 results	 to	 differ materially	 from	 those	contained	 in	 the	 forward-looking	statements.	We undertake	no	obligation	to	update	any	forward-looking	statements.

# Item	1A:	Risk	Factors

# All	of	the	services	offered	by	our	cable	systems	face	a	wide	range of	 competition that	 could	 adversely	 affect	 our future results	 of operations.

We	 operate	 in	 an	 intensely	 competitive	 industry.	 Our	 cable	 systems compete	 with	 a	 number	 of	 different	 sources	 that	 provide	 news, information	and	entertainment	programming	to	consumers.	We	compete directly	with	other	programming	distributors,	including	DBS	companies, phone	companies,	companies	that	build	competing	cable	systems	in	the same	communities	we	serve	and	companies	that	offer	programming	and other	 communications	 services	 to	 our	 customers	 and	 potential customers,	 including	 high-speed	 Internet	 and	 voice	 service	 providers. Our	business	and	results	of	operations	could	be	adversely	affected	if	we do	not	compete	effectively.

# We	 may face increased competition because of technological advances	and	new	regulatory	requirements,	which	could	adversely affect	our	future	results	of	operations.

In	 addition	 to	 marketing	 DBS	 services	 in	 certain	 areas,	 local	 phone companies	 have	 built	 and	 are	 continuing	 to	 build	 wireline,	 fiber-optic- based	networks	and,	in	some	cases,	are	using	IP	technology	to	provide video	services	in	substantial	portions	of	their	service	areas.	Local	phone companies	 and	 various	 other	 companies	 also	 offer	 DSL	 and	 other Internet	 services.	 We	 expect	 other	 advances	 in	 communications technology,	as	well	as	changes	in	the	marketplace,	to	occur	in	the	future. If	we	choose	technology	that	is	not	as

effective,	cost-efficient	or	attractive	to	customers	as	that	employed	by	our competitors,	our	business	and	results	of	operations	could	be	adversely affected.

Further,	new	technologies	and	services	have	been	developed,	such	as video	streaming	over	the	Internet,	and	may	continue	to	be	developed	that compete	with	services	that	our	cable	systems	offer,	and	such	services may	not	be	regulated	in	the	same	manner	or	to	the	same	extent	as	our services.	The	success	of	these	ongoing	and	future	developments	could have	 an	 adverse	 effect	 on	 our	 business	 and	 results	 of	 operations. Moreover,	 in	recent	years,	Congress	and	various	states	have	enacted legislation	and	the	FCC	has	adopted	regulatory	policies	that	have	had the	effect	of	providing	a	more	favorable	operating	environment	for	some of	our	existing	and	potential	new	competitors.

# Programming	expenses	are	increasing,	which	could	adversely	affect our	future	results	of	operations.

We	 expect	 our	 programming	 expenses	 to	 continue	 to	 be	 our	 largest single	expense	item	in	the	foreseeable	future.	The	MVPD	industry	has continued	 to	 experience	 an	 increase	 in	 the	 cost	 of	 programming, especially	sports	programming.	In	addition,	as	we	add	programming	to our	 video	 services	 or	 distribute	 existing	 programming	 to	 more	 of	 our customers,	we	face	increased	programming	expenses.	If	we	are	unable to	raise	our	customers'	rates	or	offset	such	programming	cost	increases through	 the	 sale	 of	 additional	 services,	 the	 increasing	 cost	 of programming	could	have	an	adverse	impact	on	our	results	of	operations.

We	also	expect	to	be	subject	to	increasing	demands,	including	demands for	cash	payments	and	other	concessions,	by	broadcasters	in	exchange for	 their	 required	 consent	 for	 the	 retransmission	 of	 broadcast programming	 to	 our	 customers.	 We	 cannot	 predict	 the	 magnitude	 of these	demands	or	the	effect	on	our	business	and	operations	should	we concede	 to	 certain	 of	 these	 demands	 or	 fail	 to	 obtain	 the	 required consents.

# We	 are	 subject	 to	 regulation	 by	 federal,	 state	 and	 local governments,	which	may	impose	additional	costs	and	restrictions.

Federal,	 state	 and	 local	 governments	 extensively	 regulate	 the	 video services	industry	and	may	increase	the	regulation	of	the	Internet	service and	 digital	 phone	 service	 industries.	 We	 expect	 that	 legislative enactments,	 court	 actions	 and	 regulatory	 proceedings	 will	 continue	 to clarify	and	in	some	cases	adversely	affect	the	rights	and	obligations	of cable	operators	and	other	entities	under	 the	Communications	Act	and other	laws.	Congress	considers	new	legislative	requirements	potentially affecting	 our	 businesses	 virtually	 every	 year.	 The	 results	 of	 these legislative,	 judicial	and	administrative	actions	may	materially	affect	our business	operations.

In	addition,	local	authorities	grant	us	franchises	that	permit	us	to	operate our	cable	systems.	We	have	to	renew	or	renegotiate	these

franchises	from	time	to	time.	Local	franchising	authorities	often	demand concessions	or	other	commitments	as	a	condition	of	renewal	or	transfer, and	these	concessions	or	other	commitments	could	be	costly	to	us.	In addition,	we	could	be	materially	disadvantaged	if	we	remain	subject	to legal	constraints	that	do	not	apply	equally	to	our	competitors,	such	as	if local	phone	companies	that	provide	video	programming	services	are	not subject	to	the	local	franchising	requirements	and	other	requirements	that apply	to	us.	For	example,	the	FCC	has	adopted	rules	and	several	states have	 enacted	 legislation	 to	 ease	 the	 franchising	 process	 and	 reduce franchising	burdens	for	new	entrants.	See	"Legislation	and	Regulation"	in Item	1	and	refer	to	the	"Franchising"	discussion	within	that	section.

We	also	face	other	risks	related	to	federal,	state	and	local	regulations.	For example,	Congress	and	the	FCC	are	also	considering	various	forms	of "net	neutrality"	regulation.	See	"Legislation	and	Regulation"	in	Item	1	and refer	 to	 the	 "High-Speed	 Internet	 Services"	 discussion	 within	 that section.	For	a	more	detailed	discussion	of	the	risks	associated	with	our regulation	by	federal,	state	and	local	governments,	see	"Legislation	and Regulation"	in	Item	1.

# Weakening	economic	conditions	may	have	a	negative	impact	on	our results	of	operations	and	financial	condition.

During	2008,	the	global	financial	markets	were	in	turmoil,	and	the	equity and	credit	markets	experienced	extreme	volatility,	which	caused	already weak	economic	conditions	to	worsen.	A	substantial	portion	of	our	revenue comes	 from	 residential	 customers	 whose	 spending	 patterns	 may	 be affected	 by	 prevailing	 economic	 conditions.	 To	 the	 extent	 these conditions	 continue,	 customers	 may	 reduce	 the	 advanced	 or	 premium services	to	which	they	subscribe,	or	may	discontinue	subscribing	to	one or	 more	 of	 our	 cable	 services.	 This	 risk	 may	 be	 worsened	 by	 the expanded	availability	of	free	or	lower	cost	competitive	services,	such	as video	streaming	over	the	Internet,	or	substitute	services,	such	as	wireless phones.	The	 weakening	 economy	 affected	 our	 net	 customer	 additions during	2008	and	also	had	a	negative	impact	on	the	advertising	revenue	of our	Cable	segment.	If	these	economic	conditions	continue	to	deteriorate, the	growth	of	our	business	and	results	of	operations	may	be	adversely affected.

Further,	 because	 of	 the	 turmoil	 in	 the	 global	 financial	 markets,	 some financial	 and	 other	 institutions	 have	 experienced,	 and	 continue	 to experience,	significant	financial	distress.	Although	we	have	attempted	to be	prudent	in	our	investment	strategy,	it	is	not	possible	to	predict	how	the financial	market	turmoil	and	the	deteriorating	economic	conditions	may affect	our	financial	position.	Additional	financial	institution	failures	could reduce	amounts	available	under	committed	credit	facilities,	could	cause losses	 to	 the	 extent	 cash	 amounts	 or	 the	 value	 of	 securities	 exceed government	deposit	insurance	limits	and	could	restrict	our	access	to	the public	equity	and	debt	markets.

# We	rely	on	network	and	information	systems	and	other	technology, and	a	disruption	or	failure	of	such	networks,	systems	or	technology may	disrupt	our	business.

Network	and	information	systems	and	other	technologies	are	critical	to our	business	activities.	Network	and	information	systems-related	events, such	as	computer	hackings,	computer	viruses,	worms	or	other	destructive or	 disruptive	 software,	 process	 breakdowns,	 denial	 of	 service	 attacks, malicious	 social	 engineering	 or	 other	 malicious	 activities,	 or	 any combination	 of	 the	 foregoing,	 or	 power	 outages,	 natural	 disasters, terrorist	attacks	or	other	similar	events,	could	result	in	a	degradation	or disruption	of	our	cable	services,	excessive	call	volume	to	call	centers	or damage	 to	 our	 equipment	 and	 data.	 These	 network	 and	 information systems-related	events	also	could	result	in	large	expenditures	to	repair	or replace	the	damaged	networks	or	information	systems	or	to	protect	them from	similar	events	in	the	future.	Further,	any	security	breaches,	such	as misappropriation,	misuse,	leakage,	falsification	or	accidental	release	or loss	of	information	maintained	in	our	information	technology	systems	and networks,	including	customer,	personnel	and	vendor	data,	could	damage our	 reputation	 and	 require	 us	 to	 expend	 significant	 capital	 and	 other resources	to	remedy	any	such	security	breach.	The	occurrence	of	any such	network	or	information	system-related	events	or	security	breaches could	 have	 a	 material	 adverse	 effect	 on	 our	 business	 and	 results	 of operations.

# We	 may	 be	 unable to	 obtain	 necessary	 hardware,	 software	 and operational	support.

We	depend	on	third	party	vendors	to	supply	us	with	a	significant	amount of	the	hardware,	software	and	operational	support	necessary	to	provide certain	of	our	services.	Moreover,	some	of	these	vendors	represent	our primary	 source	 of	 supply	 or	 grant	 us	 the	 right	 to	 incorporate	 their intellectual	property	into	some	of	our	hardware	and	software	products. While	we	actively	monitor	the	operations	and	financial	condition	of	key vendors	in	an	attempt	to	detect	any	potential	difficulties,	there	can	be	no assurance	 that	 we	 would	 timely	 identify	 any	 operating	 or	 financial difficulties	 associated	 with	 these	 vendors	 or	 that	 we	 could	 effectively mitigate	 our	 risks	 with	 respect	 to	 any	 such	 difficulties.	 If	 any	 of	 these vendors	 experience	 operating	 or	 financial	 difficulties	 or	 if	 demand exceeds	their	capacity	or	they	cannot	otherwise	meet	our	specifications, our	ability	to	provide	some	services	may	be	materially	adversely	affected, in	which	case,	our	business,	results	of	operation	and	financial	position may	be	adversely	affected.

# Our	business	depends	on	certain	intellectual	property	rights	and	on not	infringing	the	intellectual	property	rights	of	others.

We	rely	on	our	patents,	copyrights,	trademarks	and	trade	secrets,	as	well as	licenses	and	other	agreements	with	our	vendors	and	other	parties,	to use	our	technologies,	conduct	our	operations	and	sell	our	products	and services.	Legal	challenges	to	our	intellectual	property	rights	and	claims	of intellectual	property	 infringement	by	 third	parties	could	require	 that	we enter	 into	 royalty	 or	 licensing	 agreements	 on	 unfavorable	 terms,	 incur substantial	monetary

liability	or	be	enjoined	preliminarily	or	permanently	from	further	use	of	the intellectual	 property	 in	 question	 or	 from	 the	 continuation	 of	 our businesses	as	currently	conducted,	which	could	require	us	to	change	our business	practices	or	limit	our	ability	to	compete	effectively	or	could	have an	adverse	effect	on	our	results	of	operations.	Even	if	we	believe	any such	claims	are	without	merit,	they	can	be	time-consuming	and	costly	to defend	and	divert	management's	attention	and	resources	away	from	our business.	Moreover,	because	of	the	rapid	pace	of	technological	change, we	rely	on	technologies	developed	or	licensed	by	third	parties,	and	if	we are	 unable	 to	 obtain	 or	 continue	 to	 obtain	 licenses	 from	 these	 third parties	on	reasonable	terms,	our	business	and	results	of	operations	could be	adversely	affected.

# We	face	risks	arising	from	the	outcome	of	various	litigation	matters.

We	are	subject	to	various	legal	proceedings	and	claims,	including	those described	 under	 the	 caption	 "Legal	Proceedings"	 in	 Item	 3	 and	 those arising	 in	 the	 ordinary	 course	 of	 business,	 including	 regulatory	 and administrative	proceedings,	claims	and	audits.	While	we	do	not	expect the	final	disposition	of	any	of	these	litigation	matters	will	have	a	material effect	on	our	consolidated	financial	position,	an	adverse	outcome	in	one or	more	of	these	matters	could	be	material	to	our	consolidated	results	of operations	and	cash	flows	for	any	one	period,	and	any	litigation	resulting from	any	such	legal	proceedings	could	be	time	consuming,	costly	and injure	 our	 reputation.	 Further,	 no	 assurance	 can	 be	 given	 that	 any adverse	outcome	would	not	be	material	to	our	financial	position.

# Acquisitions	and	other	strategic	transactions	present	many	risks, and	we	may	not	realize	the	financial	and	strategic	goals	that	were contemplated	at	the	time	of	any	transaction.

From	time	to	time	we	make	acquisitions	and	investments	and	enter	into other	 strategic	 transactions.	 In	 connection	 with	 acquisitions	 and	 other strategic	 transactions,	 we	 may	 incur	 unanticipated	 expenses;	 fail	 to realize	 anticipated	 benefits;	 have	 difficulty	 incorporating	 the	 acquired businesses;	 disrupt	 relationships	 with	 current	 and	 new	 employees, customers	and	vendors;	incur	significant	indebtedness;	or	have	to	delay or	not	proceed	with	announced	transactions.	These	factors	could	have	a material	adverse	effect	on	our	business,	results	of	operations,	cash	flows and	financial	position.

# Our	 Class	 B	 common	 stock	 has	 substantial	 voting	 rights	 and separate	 approval	 rights	 over	 several	 potentially	 material transactions,	 and	 our	 Chairman	 and	 CEO	 has	 considerable influence	over	our	operations	through	his	beneficial	ownership	of our	Class	B	common	stock.

Our	Class	B	common	stock	has	a	nondilutable	33 	1/3%	of	the	combined voting	 power	 of	 our	 common	 stock.	 This	 nondilutable	 voting	 power	 is subject	to	proportional	decrease	to	the	extent	the	number	of	shares	of Class	 B	 common	 stock	 is	 reduced	 below	 9,444,375,	 which	 was	 the number	of	shares	of	Class	B	common

stock	outstanding	on	the	date	of	our	2002	acquisition	of	AT&T	Corp.'s cable	 business,	 subject	 to	 adjustment	 in	 specified	 situations.	 Stock dividends	payable	on	the	Class	B	common	stock	in the	form	of	Class	B	or	Class	A	Special	common	stock	do	not	decrease the	nondilutable	voting	power	of	the	Class	B	common	stock.	The	Class	B common	stock	also	has	separate	approval	rights	over	several	potentially material	transactions,	even	if	they	are	approved	by	our	Board	of	Directors or	 by	 our	 other	 stockholders	 and	 even	 if	 they	 might	 be	 in	 the	 best interests	 of	 our	 other	 stockholders.	 These	 potentially	 material transactions	 include:	 mergers	 or	 consolidations	 involving	 Comcast Corporation,	transactions	(such	as	a	sale	of	all	or	substantially	all	of	our assets) or issuances of securities that require shareholder approval,	transactions	that	result	in	any	person	or	group	owning	shares representing	 more	 than 10% of	 the	 combined	 voting	 power	 of	 the resulting	or	surviving	corporation,	issuances	of	Class	B	common	stock	or securities	 exercisable	 or	 convertible	 into	 Class	 B	 common	 stock, and	amendments	to	our	articles	of	incorporation	or	by-laws	that	would limit	the	rights	of	holders	of	our	Class	B	common	stock.

Brian	L.	Roberts	beneficially	owns	all	of	the	outstanding	shares	of	our Class	B	common	stock	and,	accordingly,	has	considerable	influence	over our	 operations	 and	 the	 ability	 (subject	 to	 certain	 restrictions	 through November	17,	2012)	to	transfer	potential	effective	control	by	selling	the Class	B	common	stock.	In	addition,	under	our	articles	of	incorporation, Mr.	Roberts	is	entitled	to	remain	as	our	Chairman,	Chief	Executive	Officer and	President	until	May	26,	2010,	unless	he	is	removed	by	the	affirmative vote	of	at	least	75%	of	the	entire	Board	of	Directors	or	he	is	no	longer willing	or	able	to	serve.

# Item	1B:	Unresolved	Staff	Comments

None.

# Item	2:	Properties

We	 believe	 that	 substantially	 all	 of	 our	 physical	 assets	 are in	 good operating	condition.

# Cable

Our	principal	physical	assets	consist	of	operating	plant	and	equipment, including	signal	receiving,	encoding	and	decoding	devices;	headends	and distribution	systems;	and	equipment	at	or	near	our	customers'	homes. The	 signal	 receiving	 apparatus	 typically	 includes	 a	 tower,	 antenna, ancillary	electronic	equipment	and	earth	stations	for	reception	of	satellite signals.	 Headends	 consist	 of	 electronic	 equipment	 necessary	 for	 the reception,	amplification	and

modulation	of	signals	and	are	 located	near	 the	receiving	devices.	Our distribution	 system	 consists	 primarily	 of	 coaxial	 and	 fiber-optic	 cables, lasers,	 routers,	 switches	 and	 related	 electronic	 equipment.	 Our	 cable plants	 and	 related	 equipment	 generally	 are	 connected	 to	 utility	 poles under	pole	rental	agreements	with	local	public	utilities,	although	in	some areas	the	distribution	cable	is	buried	in	underground	ducts	or	trenches. Customer	 premises	 equipment	 ("CPE")	 consists	 primarily	 of	 set-top boxes	and	cable	modems.	The	physical	components	of	cable	systems require	periodic	maintenance	and	replacement.

Our	signal	reception	sites,	primarily	antenna	towers	and	headends,	and microwave	facilities,	are	located	on	owned	and	leased	parcels	of	land, and	 we	 own	 or	 lease	 space	 on	 the	 towers	 on	 which	 certain	 of	 our equipment	is	located.	We	own	most	of	our	service	vehicles.

Our	high-speed	Internet	network	consists	of	fiber-optic	cables	owned	by us	and	related	equipment.	We	also	operate	regional	data	centers	with equipment	that	is	used	to	provide	services	(such	as	e-mail,	news	and	web services)	to	our	high-speed	Internet	customers	and	digital	phone	service customers.	 In	 addition,	 we	 maintain	 a	 network	 operations	 center	 with equipment	 necessary	 to	 monitor	 and	 manage	 the	 status	 of	 our	 high- speed	Internet	network.

Throughout	 the	 country	 we	 own	 buildings	 that	 contain	 call	 centers, service	centers,	warehouses	and	administrative	space.	We	also	own	a building	 that	 houses	 our	 media	 center.	 The	 media	 center	 contains equipment	that	we	own	or	lease,	including	equipment	related	to	network origination,	global	transmission	via	satellite	and	terrestrial	fiber-optics,	a broadcast	 studio,	 mobile	 and	 post-production	 services,	 interactive television	services	and	streaming	distribution	services.

# Programming

Television	studios	and	business	offices	are	the	principal	physical	assets of	our	Programming	operations.	We	own	or	lease	the	television	studios and	business	offices	of	our	Programming	operations.

# Other

Two	large,	multipurpose	arenas	that	we	own	are	the	principal	physical assets	of	our	other	operations.

As	of	December	31,	2008,	we	leased	locations	for	our	corporate	offices	in Philadelphia,	 Pennsylvania	 as	 well	 as	 numerous	 business	 offices, warehouses	 and	 properties	 housing	 divisional	 information	 technology operations	throughout	the	country.

# Item	3:	Legal	Proceedings

# Antitrust	Cases

We	 are	 defendants in two	 purported class	 actions	 originally filed in December	 2003 in the	 United	 States	 District	 Courts for the	 District	 of Massachusetts	and the	Eastern	District	of	Pennsylvania.	The	potential class	in	the	Massachusetts	case	is	our	subscriber	base	in	the	"Boston Cluster"	area,	and the	potential	class in the	Pennsylvania	case is	our subscriber	 base in the "Philadelphia	 and	 Chicago	 Clusters,"	 as those terms	are	defined	in	the	complaints.	In	each	case,	the	plaintiffs	allege	that certain subscriber exchange transactions	 with other cable providers resulted	in	unlawful	horizontal	market	restraints	in	those	areas	and	seek damages	under	antitrust	statutes,	including	treble	damages.

Our	 motion to	 dismiss the	 Pennsylvania	 case	 on the	 pleadings	 was denied in	 December 2006 and classes of	 Philadelphia	 Cluster and Chicago	 Cluster	 subscribers	 were	 certified in	 May	 2007	 and	 October 2007,	respectively.	Our	motion	to	dismiss	the	Massachusetts	case,	which was transferred to the	 Eastern	 District	 of	 Pennsylvania in	 December 2006,	was	denied in	July	2007.	We	are	proceeding	with	discovery	on plaintiffs'	 claims	 concerning the	 Philadelphia	 Cluster.	 Plaintiffs'	 claims concerning the	other two	clusters	are	stayed	pending	determination	of the	Philadelphia	Cluster	claims.

In	addition,	we	are	among	the	defendants	in	a	purported	class	action	filed in the	United	States	District	Court for the	Central	District	of	California ("Central	 District") in	 September	 2007.	 The	 plaintiffs	 allege that the defendants who produce video programming have entered into agreements	with the	defendants	who	distribute	video	programming	via cable	 and	 satellite (including	 us,	 among	 others),	 which	 preclude the distributors from reselling	 channels to	 subscribers	 on	 an "unbundled" basis in violation	 of federal	 antitrust laws.	 The	 plaintiffs seek treble damages for the loss	 of their	 ability to	 pick	 and	 choose the	 specific "bundled"	channels	to	which	they	wish	to	subscribe,	and	injunctive	relief requiring	 each	 distributor	 defendant to resell certain channels to its subscribers	on	an	"unbundled"	basis.	The	potential	class	is	comprised	of all	 persons residing in the	 United	 States	 who	 have	 subscribed to	 an expanded	basic	level	of	video	service	provided	by	one	of	the	distributor defendants.	 We	 and the	 other	 defendants filed	 motions to	 dismiss	 an amended	 complaint in	 April	 2008. In	 June	 2008, the	 Central	 District denied	the	motions	to	dismiss.	In	July	2008,	we	and	the	other	defendants filed	 motions to	 certify	 certain issues	 decided in the	 Central	 District's June	 2008	 order for interlocutory	 appeal to the	 Ninth	 Circuit	 Court	 of Appeals.	On	August	8,	2008,	the	Central	District	denied	the	certification motions. In	 January	 2009, the	 Central	 District	 approved	 a	 stipulation between	the	parties	dismissing	the	action	as	to	one	of	the	two	plaintiffs identified	in	the	amended	complaint	as	a	Comcast	subscriber.	Discovery relevant	to	plaintiffs'	anticipated	motion	for

class	certification	is	currently	proceeding,	with	plaintiffs	scheduled	to	file their	class	certification	motion	in	April	2009.

# Securities	and	Related	Litigation

We	 and	 several	 of	 our	 current	 and	 former	 officers	 were	 named	 as defendants	in	a	purported	class	action	lawsuit	filed	in	the	United	States District	Court	for	the	Eastern	District	of	Pennsylvania	("Eastern	District") in	January	2008.	We	filed	a	motion	to	dismiss	the	case	in	February	2008. The	 plaintiff	 did	 not	 respond,	 but	 instead	 sought	 leave	 to	 amend	 the complaint,	 which	 the	 court	 granted.	 The	 plaintiff	 filed	 an	 amended complaint	 in	 May	 2008	 naming	 only	 us	 and	 two	 current	 officers	 as defendants.	 The	 alleged	 class	 was	 comprised	 of	 purchasers	 of	 our publicly	 issued	securities	between	February	1,	2007	and	December	4, 2007.	 The	 plaintiff	 asserted	 that	 during	 the	 alleged	 class	 period,	 the defendants	 violated	 federal	 securities	 laws	 through	 alleged	 material misstatements	and	omissions	relating	to	forecast	results	for	2007.	The plaintiff	sought	unspecified	damages.	In	June	2008,	we	filed	a	motion	to dismiss	the	amended	complaint.	In	an	order	dated	August	25,	2008,	the Court	granted	our	motion	to	dismiss	and	denied	the	plaintiff	permission	to amend	 the	 complaint	 again.	 The	 plaintiff	 has	 not	 timely	 appealed	 the Court's	decision,	so	the	dismissal	of	this	case	is	final.

We	and	several	of	our	current	officers	have	been	named	as	defendants	in a	separate	purported	class	action	lawsuit	filed	in	the	Eastern	District	in February	 2008.	 The	 alleged	 class	 comprises	 participants	 in	 our retirement-investment	(401(k))	plan	that	invested	in	the	plan's	company stock	account.	The	plaintiff	asserts	 that	 the	defendants	breached	 their fiduciary	 duties	 in	 managing	 the	 plan.	 The	 plaintiff	 seeks	 unspecified damages.	The	plaintiff	filed	an	amended	complaint	in	June	2008,	and	in July	 2008	 we	 filed	 a	 motion	 to	 dismiss	 the	 amended	 complaint.	 On October	 29,	 2008,	 the	 Court	 granted	 in	 part	 and	 denied	 in	 part	 that motion.	The	Court	dismissed	a	claim	alleging	that	defendants	failed	to provide	complete	and	accurate	disclosures	concerning	the	plan,	but	did not	dismiss	claims	alleging	that	plan	assets	were	imprudently	invested	in company	 stock.	 We	 filed	 an	 answer	 to	 the	 amended	 complaint	 on December	11,	2008,	and	discovery	is	proceeding	in	the	action.

# Patent	Litigation

We	are	a	defendant	in	several	unrelated	lawsuits	claiming	infringement	of various	patents	relating	to	various	aspects	of	our	businesses.	In	certain	of these	cases	other	industry	participants	are	also	defendants,	and	also	in certain	of	these	cases	we	expect	that	any	potential	liability	would	be	in part	 or	 in	 whole	 the	 responsibility	 of	 our	 equipment	 vendors	 under applicable	contractual	indemnification	provisions.

We	believe	the	claims	in	each	of	the	actions	described	above	in	this	item are	without	merit	and	intend	to	defend	the	actions	vigorously.	Although we	cannot	predict	the	outcome	of	any	of	the	actions	described	above	or how	the	final	resolution	of	any	such	actions	would	impact	our	results	of operations	or	cash	flows	for	any	one	period	or	our	consolidated	financial condition,	the	final	disposition	of	any	of	the	above	actions	is	not	expected to	have	a	material	adverse	effect	on	our	consolidated	financial	position, but	could	possibly	be	material	to	our	consolidated	results	of	operations	or cash	flows	for	any	one	period.

We	are	subject	to	other	legal	proceedings	and	claims	that	arise	in	the ordinary	course	of	our	business.	While	the	amount	of	ultimate	liability	with respect	to	such	actions	is	not	expected	to	materially	affect	our	financial position,	results	of	operations	or	cash	flows,	any	litigation	resulting	from any	such	legal	proceedings	or	claims	could	be	time	consuming,	costly and	injure	our	reputation.

# Item	4:	Submission	of	Matters	to	a	Vote of	Security	Holders

# Not	applicable.

# Part	II

# Item	5:	Market	for	the	Registrant's	Common	Equity, Related	Stockholder	Matters	and	Issuer	Purchases of	Equity	Securities

Our	Class	A	common	stock	is	listed	on	the	Nasdaq	Global	Select	Market under	 the	 symbol	 CMCSA	 and	 our	 Class	A	 Special	 common	 stock	 is listed	on	the	Nasdaq	Global	Select	Market	under	the	symbol	CMCSK. There	is	no	established	public	trading	market	for	our	Class	B	common stock.	Our	Class	B	common	stock	can	be	converted,	on	a	share	for	share basis,	into	Class	A	or	Class	A	Special	common	stock.

In	February,	May,	August	and	December	2008,	our	Board	of	Directors approved	quarterly	dividends	of	$0.0625	per	share.

Holders	of	our	Class	A	common	stock	in	the	aggregate	hold	66 	2/3%	of the	voting	power	of	our	capital	stock.	The	number	of

votes	that	each	share	of	our	Class	A	common	stock	has	at	any	given	time depends	on	the	number	of	shares	of	Class	A	common	stock	and	Class	B common	stock	then	outstanding.	Holders	of	shares	of	our	Class	A	Special common	 stock	 cannot	 vote	 in	 the	 election	 of	 directors	 or	 otherwise, except	where	class	voting	is	required	by	law.	In	that	case,	shares	of	our Class	A	Special	common	stock	have	the	same	number	of	votes	per	share as	shares	of	Class	A	common	stock.	Our	Class	B	common	stock	has	a 33	1/3%	nondilutable	voting	interest,	and	each	share	of	Class	B	common stock	has	15	votes	per	share.	Mr.	Brian	L.	Roberts	beneficially	owns	all outstanding	shares	of	our	Class	B	common	stock.	Generally,	including	as to	the	election	of	directors,	holders	of	Class	A	common	stock	and	Class	B common	stock	vote	as	one	class	except	where	class	voting	is	required	by law.

The	table	below	summarizes	our	repurchases	under	our	Board-authorized	share	repurchase	program	during	2008.

|  |  |  | of	Shares |  | Maximum	Dollar |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Purchased\tas |  | Value\tof\tShares\tthat |
|  | Total\tNumber |  | Part\tof\tPublicly | Total\tDollars | May\tYet\tBe |
|  | of\tShares | Average\tPrice | Announced | Purchased\tUnder | Purchased\tUnder |
| Period | Purchased | per\tShare | Program | the\tProgram | the\tProgram^(a) |
| First\tQuarter\t2008 | 53,240,452 | $\t18.83 | 53,108,431 | $ 1,000,000,000 | $ 5,906,133,015 |
| Second\tQuarter\t2008 | 48,719,970 | $20.79 | 48,123,097 | $ 1,000,086,833 | $ 4,906,046,182 |
| Third\tQuarter\t2008 | 39,678,437 | $20.16 | 39,678,437 | $800,001,409 | $ 4,106,044,773 |
| Fourth\tQuarter\t2008 | — | $— | — | $— | $ 4,106,044,773 |
| Total\t2008 | 141,638,859 | $19.87 | 140,909,965 | $\t2,800,088,242 | $\t4,106,044,773 |

(a) In	2007,	the	Board	of	Directors	authorized	a	$7	billion	addition	to	the	existing	share	repurchase	program.	Under	the	authorization,	we	may	repurchase	shares	in	the	open	market	or	in	private transactions	subject	to	market	conditions.	As	of	December	31,	2008,	we	had	approximately	$4.1	billion	of	availability	remaining	under	our	share	repurchase	authorization.	We	have	previously indicated	our	plan	to	fully	use	our	remaining	share	repurchase	authorization	by	the	end	of	2009,	subject	to	market	conditions.	However,	it	is	unlikely	that	we	will	complete	our	share	repurchase authorization	by	the	end	of	2009	as	previously	planned.

The	total	number	of	shares	purchased	during	2008	includes	728,894	shares	received	in	the	administration	of	employee	share-based	compensation	plans.

# Common	Stock	Sales	Price	Table

The	following	table	sets	forth,	for	the	indicated	periods,	the	high	and	low sales	prices	of	our	Class	A	and	Class	A	Special	common	stock.

|  | Class	A | Class	A | Class	A	Special | Class	A	Special |
| :--- | :--- | :--- | :--- | :--- |
|  | High | Low | High | Low |
| 2008 |  |  |  |  |
| First\tQuarter | $\t20.70 | $\t16.11 | $\t20.45 | $\t15.95 |
| Second\tQuarter | $ 22.86 | $ 18.48 | $ 22.52 | $ 18.28 |
| Third\tQuarter | $ 22.54 | $ 17.88 | $ 22.37 | $ 17.76 |
| Fourth\tQuarter | $ 19.62 | $ 12.50 | $ 19.64 | $ 12.10 |
| 2007 |  |  |  |  |
| First\tQuarter | $ 30.18 | $ 24.73 | $ 29.64 | $ 24.54 |
| Second\tQuarter | $ 28.84 | $ 25.60 | $ 28.43 | $ 25.24 |
| Third\tQuarter | $ 29.41 | $ 23.08 | $ 29.19 | $ 22.85 |
| Fourth\tQuarter | $ 24.45 | $ 17.37 | $ 24.19 | $ 17.31 |

# Stock	Performance	Graph

The	 following	 graph	 compares	 the	 yearly	 percentage	 change	 in	 the cumulative	total	shareholder	return	on	our	Class	A	common	stock	and Class	 A	 Special	 common	 stock	 during	 the	 five	 years	 ended December	31,	2008	with	the	cumulative	total	return	on	the	Standard	& Poor's	500	Stock	Index	and	with	a	selected	peer	group	consisting	of	us and	other	companies	engaged	in	the	cable,	communications	and	media industries.	This	peer	group	consists	of	Cablevision	Systems	Corporation (Class	A),	DISH	Network	Corporation,	DirecTV	Inc.,	Time	Warner	Cable Inc.	and	Time	Warner	Inc.	The	graph	assumes	$100	was	invested	on December	31,	2003	in	our	Class	A	common	stock	and	Class	A	Special common	 stock	 and	 in	 each	 of	 the	 following	 indices	 and	 assumes	 the reinvestment	of	dividends.

Comparison	of	5	Year	Cumulative	Total	Return

# Item	6:	Selected	Financial	Data

| Year	ended	December	31	(in	millions,	except	per	share	data) | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Statement\tof\tOperations\tData |  |  |  |  |  |
| Revenue | $34,256 | $30,895 | $24,966 | $21,075 | $19,221 |
| Operating\tincome | 6,732 | 5,578 | 4,619 | 3,521 | 2,829 |
| Income\tfrom\tcontinuing\toperations | 2,547 | 2,587 | 2,235 | 828 | 928 |
| Discontinued\toperations(a) | — | — | 298 | 100 | 42 |
| Net\tincome | 2,547 | 2,587 | 2,533 | 928 | 970 |
| Basic\tearnings\tper\tcommon\tshare |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.87 | $0.84 | $0.71 | $0.25 | $0.28 |
| Discontinued\toperations(a) | — | — | 0.09 | 0.03 | 0.01 |
| Net\tincome | $0.87 | $0.84 | $0.80 | $0.28 | $0.29 |
| Diluted\tearnings\tper\tcommon\tshare |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.86 | $0.83 | $0.70 | $0.25 | $0.28 |
| Discontinued\toperations(a) | — | — | 0.09 | 0.03 | 0.01 |
| Net\tincome | $0.86 | $0.83 | $0.79 | $0.28 | $0.29 |
| Dividends\tdeclared\tper\tcommon\tshare | $0.25 | $— | $— | $— | $— |
| Balance\tSheet\tData\t(at\tyear\tend) |  |  |  |  |  |
| Total\tassets | $\t113,017 | $\t113,417 | $\t110,405 | $\t103,400 | $\t105,035 |
| Long-term\tdebt | 30,178 | 29,828 | 27,992 | 21,682 | 20,093 |
| Stockholders'\tequity | 40,450 | 41,340 | 41,167 | 40,219 | 41,422 |
| Statement\tof\tCash\tFlows\tData |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin): |  |  |  |  |  |
| Operating\tactivities | $10,231 | $8,189 | $6,618 | $4,835 | $5,402 |
| Financing\tactivities | (2,522) | (316) | 3,546 | (933) | (2,516) |
| Investing\tactivities | (7,477) | (8,149) | (9,872) | (3,748) | (3,832) |

(a) In	July	2006,	in	connection	with	the	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	(see	Item	8,	Note	5	to	our	consolidated	financial	statements).

# Item	7:	Management's	Discussion	and

# Analysis	of	Financial	Condition	and	Results	of Operations

# Introduction	and	Overview

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	December	31,	2008,	our	cable	systems served	 approximately	 24.2	 million	 video	 customers,	 14.9	 million	 high- speed	Internet	customers	and	6.5	million	phone	customers	and	passed over	50.6	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	consolidated	revenue.	Our	Cable segment	also	 includes	 the	operations	of	our	regional	sports	networks. Our	 other	 reportable	 segment,	 Programming,	 consists	 primarily	 of	 our national	programming	networks.	During	2008,	our	operations	generated consolidated	revenue	of	approximately	$34.3	billion.

Our	Cable	segment	generates	revenue	primarily	through	subscriptions	to our	video,	high-speed	Internet	and	phone	services	("cable	services").	We market	 our	 cable	 services	 individually	 and	 in	 packages,	 to	 residential customers	 and	 to	 small	 and	 medium-sized	 businesses.	 Our	 video services	range	from	a	limited	analog	service	to	a	full	digital	service	with access	 to	 hundreds	 of	 channels,	 including	 premium	 and	 pay-per-view channels;	 On	 Demand;	 music	 channels;	 and	 an	 interactive,	 on-screen program	guide.	Digital	video	customers	may	also	subscribe	to	advanced digital	video	services,	including	digital	video	recorder	("DVR")	and	high- definition	television	("HDTV").	As	of	December	31,	2008,	approximately 48%	of	the	homes	in	the	areas	we	serve	subscribed	to	our	video	service and	approximately	70%	of	those	video	customers	subscribed	to	at	least one	 of	 our	 digital	 video	 services.	 Our	 high-speed	 Internet	 services provide	 Internet	 access	 at	 downstream	 speeds	 of	 up	 to	 24	 Mbps, depending	 on	 the	 service	 selected,	 and	 up	 to	 50	 Mbps	 with	 the introduction	of	DOCSIS	3.0	 technology,	also	referred	 to	as	Wideband, based	 on	 geographic	 market	 availability.	 As	 of	 December	 31,	 2008, approximately	30%	of	the	homes	in	the	areas	we	serve	subscribed	to	our high-speed	Internet	services.	Our	digital	phone	services	provide	local	and long-distance	 calling	 and	 other	 features.	 As	 of	 December	 31,	 2008, approximately	14%	of	the	homes	in	the	areas	we	serve	subscribed	to	our digital	phone	services.	In	addition	to	cable	services,	other	Cable	segment revenue	 sources	 include	 advertising	 and	 the	 operation	 of	 our	 regional sports	networks.

Our	 Programming	 segment	 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.

Our	 other	 business	 interests	 include	 Comcast	 Interactive	 Media	 and Comcast	Spectacor.	Comcast	Interactive	Media	develops	and	operates Comcast's	 Internet	 businesses,	 including	 Comcast.net,	 Fancast, thePlatform,	Fandango,	Plaxo	and	DailyCandy.	Revenue	from	Comcast Interactive	 Media	 is	 generated	 primarily	 from	 the	 sale	 of	 advertising. Comcast	Spectacor	owns	two	professional	sports	teams,	and	two	large, multipurpose	 arenas	 in	 Philadelphia,	 and	 manages	 other	 facilities	 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.

We	 operate	 our	 businesses	 in	 an	 intensely	 competitive	 environment. Competition	 for	 the	cable	services	we	offer	consists	primarily	of	direct broadcast	satellite	("DBS")	operators	and	phone	companies.	In	2008,	our competitors	continued	to	add	features	and	adopt	aggressive	pricing	and packaging	for	services	that	are	comparable	to	the	services	we	offer	and the	local	phone	companies	have	continued	to	expand	their	service	areas. A	substantial	portion	of	our	revenue	comes	from	residential	customers whose	 spending	 patterns	 may	 be	 affected	 by	 prevailing	 economic conditions.	Intensifying	competition	and	a	weakening	economy	affected our	net	customer	additions	in	2008	and	may,	if	these	conditions	continue, adversely	impact	our	results	of	operations	in	the	future.

# 2008	Developments

•	the	transition	of	more	of	our	programming	to	digital	transmission	rather than	analog	transmission	in	order	to	recapture	bandwidth	that	will	allow us	to	expand	our	service	offerings

•	an	 investment	 as	 part	 of	 an	 investor	 group	 in	 a	 new	 entity	 named Clearwire	 that	 is	 focusing	 on	 the	 deployment	 of	 a	 nationwide	 4G wireless	network	using	its	significant	wireless	spectrum	holdings	and was	 formed	 through	 the	 combination	 of	 the	 4G	 wireless	 broadband businesses	 of	 Clearwire's	 legal	 predecessor	 and	 Sprint	 Nextel ("Sprint");	through	related	agreements	entered	into	in	connection	with our	invest-

ment,	we	will	be	able	to	offer	wireless	services	utilizing	Clearwire's	4G and	certain	of	Sprint's	existing	wireless	networks

# The	Areas	We	Serve

The	map	below	highlights	our	40	major	markets	with	emphasis	on	our	operations	in	the	top	25	U.S.	TV	markets.

# Consolidated	Operating	Results

The	comparability	of	our	results	of	operations	and	customer	data	is	impacted	by	the	effects	of	cable	system	acquisitions	we	made	in	2008,	2007	and	2006 resulting	from	the	Insight	transaction,	the	Houston	transaction,	the	acquisition	of	Patriot	Media,	the	Adelphia	and	Time	Warner	transactions	and	the acquisition	of	Susquehanna	Communications,	which	we	collectively	refer	to	as	the	"newly	acquired	cable	systems"	(see	Note	5	 to	our	consolidated financial	statements).	As	a	result	of	 transferring	our	previously	owned	cable	systems	 located	 in	Los	Angeles,	Cleveland	and	Dallas	(the	"Comcast exchange	systems")	as	part	of	the	Adelphia	and	Time	Warner	transactions	in	July	2006,	the	operating	results	of	the	Comcast	exchange	systems	are reported	as	discontinued	operations	for	2006.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 | %	Change<br>2007	to	2008 | %	Change<br>2006	to	2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue | $\t34,256 | $\t30,895 | $\t24,966 | 10.9% | 23.7% |
| Costs\tand\texpenses: |  |  |  |  |  |
| Operating,\tselling,\tgeneral\tand\tadministrative |  |  |  |  |  |
| (excluding\tdepreciation\tand\tamortization) | 21,124 | 19,109 | 15,524 | 10.5 | 23.1 |
| Depreciation | 5,457 | 5,107 | 3,828 | 6.9 | 33.4 |
| Amortization | 943 | 1,101 | 995 | (14.3) | 10.6 |
| Operating\tincome | 6,732 | 5,578 | 4,619 | 20.7 | 20.8 |
| Other\tincome\t(expense)\titems,\tnet | (2,674) | (1,229) | (1,025) | 117.4 | 20.0 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome |  |  |  |  |  |
| taxes\tand\tminority\tinterest | 4,058 | 4,349 | 3,594 | (6.7) | 21.0 |
| Income\ttax\texpense | (1,533) | (1,800) | (1,347) | (14.8) | 33.6 |
| Income\tfrom\tcontinuing\toperations\tbefore\tminority\tinterest | 2,525 | 2,549 | 2,247 | (0.9) | 13.4 |
| Minority\tinterest | 22 | 38 | (12) | (43.9) | n/m |
| Income\tfrom\tcontinuing\toperations | 2,547 | 2,587 | 2,235 | (1.6) | 15.8 |
| Discontinued\toperations,\tnet\tof\ttax | — | — | 298 | n/m | n/m |
| Net\tincome | $2,547 | $2,587 | $2,533 | (1.6)% | 2.1% |

All	percentages	are	calculated	based	on	actual	amounts.	Minor	differences	may	exist	due	to	rounding.

# Consolidated	Revenue

Our	Cable	and	Programming	segments	accounted	for	substantially	all	of the	 increases	 in	 consolidated	 revenue	 for	 2008	 and	 2007.	 Additional increases	of	approximately	$129	million	and	approximately	$103	million	in 2008	 and	 2007,	 respectively,	 related	 to	 our	 other	 business	 activities, primarily	growth	in	Comcast	Interactive	Media	and	revenue	generated	in 2008	by	Comcast	Spectacor's	professional	sports	teams.	Cable	segment revenue	and	Programming	segment	revenue	are	discussed	separately	in "Segment	Operating	Results."

# Consolidated	Operating,	Selling,	General	and	Administrative Expenses

Our	Cable	and	Programming	segments	accounted	for	substantially	all	of the	 increases	 in	 consolidated	 operating,	 selling,	 general	 and administrative	 expenses	 for	 2008	 and	 2007.	 Additional	 increases	 of approximately	$103	million	and	approximately	$210	million	in	2008	and 2007,	respectively,	related	to	our	other	business	activities,	including	the continued	 expansion	 of	 our	 Comcast	 Interactive	 Media	 business, Comcast	 Spectacor	 and	 litigation	 expense	 incurred	 in	 2007.	 Cable segment	 and	 Programming	 segment	 operating,	 selling,	 general	 and administrative	expenses	are	discussed	separately	in	"Segment	Operating Results."

# Consolidated	Depreciation	and	Amortization

The	increases	in	depreciation	expense	for	2008	and	2007	were	primarily a	result	of	an	increase	in	property	and	equipment	associated	with	capital spending	 in	 recent	 years,	 which	 resulted	 in	 increased	 depreciation	 of approximately	$210	million	and	$700	million,	respectively,	and	the	newly acquired	 cable	 systems,	 which	 resulted	 in	 increased	 depreciation	 of approximately	$138	million	and	$530	million,	respectively.

The	 decrease	 in	 amortization	 expense	 for	 2008	 was	 primarily	 due	 to intangible	 assets	 associated	 with	 the	 AT&T	 Broadband	 acquisition	 in 2002	being	fully	amortized,	partially	offset	by	the	amortization	of	similar intangible	assets	recorded	in	connection	with	our	newly	acquired	cable systems.	The	increase	in	amortization	expense	for	2007	was	primarily	a result	 of	 the	 increases	 in	 the	 amortization	 of	 our	 intangible	 assets associated	 with	 our	 newly	 acquired	 cable	 systems,	 purchases	 of software-related	 intangibles	 and	 the	 write-down	 of	 intangible	 assets	 of approximately	$30	million	in	2007	related	to	the	shutdown	of	the	AZN network.

# Segment	Operating	Results

Our	segment	operating	results	are	presented	based	on	how	we	assess operating	 performance	 and	 internally	 report	 financial	 information.	 To measure	the	performance	of	our	operating	segments,	we	use	operating income	 (loss)	 before	 depreciation	 and	 amortization,	 excluding impairments	related	to	fixed	and	intangible	assets,	and	gains	or	losses from	the	sale	of	assets,	if	any.	This	measure	eliminates	the	significant level	of	noncash	depreciation	and	amortization	expense	that	results	from the	capital-intensive	nature	of	our	businesses	and	from	intangible	assets recognized	in	business	combinations.	Additionally,	it	is	unaffected	by	our capital	 structure	 or	 investment	 activities.	 We	 use	 this	 measure	 to evaluate	 our	 consolidated	 operating	 performance	 and	 the	 operating performance	of	our	operating	segments	and	 to	allocate	resources	and capital	 to	 our	 operating	 segments.	 It	 is	 also	 a	 significant	 performance measure	 in	 our	 annual	 incentive	 compensation	 programs.	 We	 believe that	this	measure	is	useful	to	investors	because	it	is	one	of	the	bases	for comparing	our	operating	performance	with	that	of	other	companies	in	our industries,	 although	 our	 measure	 may	 not	 be	 directly	 comparable	 to similar	measures	used	by	other	companies.	Because	we	use	this	metric to	 measure	 our	 segment	 profit	 or	 loss,	 we	 reconcile	 it	 to	 operating income,	the	most	directly	comparable	financial	measure	calculated	and presented	in	accordance	with	generally	accepted	accounting	principles	in the	 United	 States	 ("GAAP")	 in	 the	 business	 segment	 footnote	 to	 our consolidated	 financial	 statements	 (see	 Note 16 to	 our	 consolidated financial	 statements).	 This	 measure	 should	 not	 be	 considered	 a substitute	 for	 operating	 income	 (loss),	 net	 income	 (loss),	 net	 cash provided	 by	 operating	 activities,	 or	 other	 measures	 of	 performance	 or liquidity	we	have	reported	in	accordance	with	GAAP.

Cable	segment	revenue	is	generated	from	subscriptions	to	these	cable services.	 Customers	 are	 billed	 monthly,	 based	 on	 the	 services	 and features	 they	 receive	 and	 the	 type	 of	 equipment	 they	 use.	 While residential	 customers	 may	 discontinue	 service	 at	 any	 time,	 business customers	 may	 only	 discontinue	 their	 service	 in	 accordance	 with	 the terms	of	their	respective	contracts,	which	typically	have	one	to	three	year terms.	 Our	 revenue	 and	 operating	 income	 before	 depreciation	 and amortization	 have	 increased	 as	 a	 result	 of	 the	 effects	 of	 our	 recent acquisitions,	continued	demand	for	our	services	(including	our	bundled and	 advanced	 service	 offerings),	 as	 well	 as	 other	 factors	 discussed below.

Of	 our	 total	 customers,	 in	 2008	 the	 newly	 acquired	 cable	 systems accounted	 for	 696,000	 video	 customers,	 370,000	 high-speed	 Internet customers	 and	 74,000	 phone	 customers.	 In	 2007,	 they	 accounted	 for 81,000 video	 customers, 58,000 high-speed	 Internet	 customers	 and 16,000	phone	customers.	In	2006,	they	accounted	for	3.5	million	video customers,	1.7	million	high-speed	Internet	customers	and	173,000	phone customers.	 In	 2008	 and	 2007,	 the	 newly	 acquired	 cable	 systems accounted	for	approximately	$742	million	and	$2.6	billion	of	the	increases in	 revenue,	 respectively.	 Intensifying	 competition	 and	 a	 weakening economy	affected	our	net	customer	additions	in	2008	and	may,	if	these conditions	 continue,	 adversely	 impact	 our	 results	 of	 operations	 in	 the future.

# Cable	Segment	Overview

Our	cable	systems	simultaneously	deliver	video,	high-speed	Internet	and phone	services	to	our	customers.	The	majority	of	our

# Cable	Segment	Results	of	Operations

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 | %	Change<br>2007	to	2008 | %	Change<br>2006	to	2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Video | $18,849 | $17,686 | $15,062 | 6.6% | 17.4% |
| High-speed\tInternet | 7,225 | 6,402 | 4,953 | 12.9 | 29.2 |
| Phone | 2,649 | 1,766 | 911 | 50.0 | 93.9 |
| Advertising | 1,526 | 1,537 | 1,468 | (0.5) | 4.5 |
| Other | 1,283 | 1,087 | 927 | 17.6 | 17.5 |
| Franchise\tfees | 911 | 827 | 721 | 10.1 | 14.7 |
| Revenue | \t 32,443 | \t 29,305 | \t 24,042 | 10.7 | 21.9 |
| Operating\texpenses | \t 12,664 | \t 11,409 | 9,322 | 11.0 | 22.4 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 6,609 | 5,974 | 5,053 | 10.6 | 18.2 |
| Operating\tincome\tbefore\tdepreciation\tand\tamortization | $13,170 | $11,922 | $9,667 | 10.5% | 23.3% |

# Cable	Segment	Revenue

Our	 average	 monthly	 total	 revenue	 per	 video	 customer	 increased	 to approximately $110 in	 2008	 from	 approximately $102 in	 2007	 and approximately	 $95	 in	 2006.	 The	 increases	 in	 average	 monthly	 total revenue	per	video	customer	are	primarily	due	to	an	increased	number	of customers	receiving	multiple	services.

# Video

We	offer	video	services	ranging	from	a	limited	analog	service	to	a	full digital	service	with	access	to	hundreds	of	channels,	including	premium and	pay-per-view	channels.	Digital	video	customers	may	also	subscribe to	 advanced	 digital	 video	 services,	 including	 DVR	 and	 HDTV.	 As	 of December	31,	2008,	70%	of	our	video	customers	subscribed	to	at	least one	 of	 our	 digital	 video	 services,	 compared	 to	 63%	 and	 52%	 as	 of December	31,	2007	and	2006,	respectively.

Our	video	revenue	continued	to	grow	in	2008	and	2007	due	to	customer growth	 in	 our	 digital	 video	 services,	 including	 the	 demand	 for	 digital features	such	as	On	Demand,	DVR	and	HDTV;	rate	adjustments;	and	the addition	of	our	newly	acquired	cable	systems.	During	2008	and	2007,	we added	approximately	1.5	million	and	2.5	million	digital	video	customers, respectively.	 During	 2008	 and	 2007,	 the	 number	 of	 video	 customers decreased	 by	 approximately 575,000 and 180,000, respectively, excluding	the	impact	of	the	newly	acquired	cable	systems,	primarily	due to	increased	competition	in	our	service	areas,	as	well	as	weakness	in	the overall	economy.	Continued	competition	and	weak	economic	conditions are	 expected	 to	 result	 in	 further	 declines	 in	 the	 number	 of	 video customers	 during	 2009.	 In	 2008,	 approximately $455	 million of	 the increase	 in	 our	 video	 revenue	 was	 attributable	 to	 our	 newly	 acquired cable	systems.	In	2007,	the	amount	was	approximately	$1.6	billion.	Our average	 monthly	 video	 revenue	 per	 video	 customer	 increased	 to approximately $64 in	 2008	 from	 approximately $61 in	 2007	 and approximately	$57	in	2006.

# High-Speed	Internet

We	offer	high-speed	Internet	services	with	Internet	access	at	downstream speeds	of	up	to	24	Mbps,	depending	on	the	service

selected,	 and	 up	 to	 50	 Mbps	 with	 the	 introduction	 of	 DOCSIS	 3.0 technology,	also	referred	to	as	Wideband,	based	on	geographic	market availability.	These	services	also	include	our	Internet	portal,	Comcast.net, which	provides	multiple	e-mail	addresses	and	online	storage,	as	well	as	a variety	 of	 proprietary	 content	 and	 value-added	 features	 and enhancements	 that	 are	 designed	 to	 take	 advantage	 of	 the	 speed	 our services	provide.

Revenue	increased	in	2008	and	2007	primarily	due	to	an	increase	in	the number	 of	 customers	 and	 the	 addition	 of	 our	 newly	 acquired	 cable systems.	As	of	December	31,	2008,	30%	of	the	homes	in	the	areas	we serve	subscribed	to	our	high-speed	Internet	service,	compared	to	28% and	 25%	 as	 of	 December	 31,	 2007	 and	 2006,	 respectively.	 In	 2008, approximately	$157	million	of	the	increase	in	revenue	was	attributable	to our	 newly	 acquired	 cable	 systems.	 In	 2007,	 the	 amount	 was approximately	 $640	 million.	Average	 monthly	 revenue	 per	 high-speed Internet	customer	has	remained	relatively	stable,	between	$42	and	$43 from	2006	to	2008.	We	expect	the	rates	of	customer	and	revenue	growth to	slow	in	2009	due	to	the	market	maturing,	increased	competition	and weak	economic	conditions	continuing.

# Phone

We	 offer	 digital	 phone	 services	 that	 provide	 local	 and	 long-distance calling	and	include	features	such	as	voice	mail,	caller	ID	and	call	waiting. As	of	December	31,	2008,	our	digital	phone	services	were	available	to approximately	47	million	or	92%	of	the	homes	in	the	areas	we	serve.

Revenue	increased	significantly	in	2008	and	2007	as	a	result	of	increases in	the	number	of	digital	phone	customers.	These	increases	were	partially offset	by	the	loss	of	approximately	170,000	and	470,000	circuit-switched phone	 customers	 in	 2008	 and	 2007,	 respectively.	 We	 phased	 out substantially	all	of	our	circuit-switched	phone	service	in	2008.	In	2008, approximately	 $43	 million	 of	 the	 increase	 in	 our	 phone	 revenue	 was attributable	to	our	newly	acquired	cable	systems.	In	2007,	the	amount was	approximately	$100	million.	Average	monthly	revenue	per

customer	for	our	digital	phone	service	has	declined,	to	approximately	$39 in	2008	from	approximately	$42	in	2007	and	approximately	$45	in	2006, due	to	customers	receiving	service	as	part	of	a	promotional	offer	or	in	a bundled	service	offering.	We	expect	the	rates	of	customer	and	revenue growth	 to	 slow	 in	 2009,	 because	 we	 do	 not	 expect	 to	 launch	 any significant	 new	 service	 areas	 in	 2009	 and	 due	 to	 weak	 economic conditions	continuing.

As	 part	 of	 our	 programming	 license	 agreements	 with	 programming networks,	we	receive	an	allocation	of	scheduled	advertising	time	that	we may	sell	to	local,	regional	and	national	advertisers.	We	also	coordinate the	advertising	sales	efforts	of	other	cable	operators	in	some	markets, and	 in	 some	 markets	 we	 operate	 advertising	 interconnects.	 These interconnects	 establish	 a	 physical,	 direct	 link	 between	 multiple	 cable systems	 and	 provide	 for	 the	 sale	 of	 regional	 and	 national	 advertising across	larger	geographic	areas	than	could	be	provided	by	a	single	cable operator.

Advertising	revenue	decreased	in	2008	primarily	due	to	a	decline	in	the television	 advertising	 market,	 including	 the	 automotive	 and	 housing sectors,	offset	by	an	increase	in	political	advertising	and	the	addition	of the	 newly	 acquired	 cable	 systems.	 Advertising	 revenue	 increased	 in 2007	as	a	result	of	our	newly	acquired	cable	systems.	Absent	the	growth from	the	newly	acquired	cable	systems,	advertising	revenue	decreased slightly	 in	 2007,	 reflecting	 weakness	 across	 the	 television	 advertising market,	a	 lower	 level	of	political	advertising	and	one	 less	week	 in	 the broadcast	 calendar	 during	 2007	 compared	 to	 2006.	 We	 expect	 our advertising	revenue	to	decline	in	2009	due	to	a	deteriorating	advertising market,	 less	 political	 advertising	 and	 weak	 economic	 conditions continuing.

We	also	generate	revenue	from	our	regional	sports	networks,	our	digital media	center,	on-screen	guide	advertising,	commissions	from	electronic retailing	 networks	 and	 fees	 for	 other	 services.	 Our	 regional	 sports networks	include	Comcast	SportsNet	(Philadelphia),	Comcast	SportsNet Mid-Atlantic	(Baltimore/	Washington),	Cable	Sports	Southeast,	Comcast SportsNet	 Chicago,	 Comcast	 SportsNet	 California	 (Sacramento), Comcast	 SportsNet	 Northwest	 (Portland),	 Comcast	 SportsNet	 New England	 (Boston),	 Comcast	 SportsNet	 Bay	Area	 (San	 Francisco)	 and MountainWest	 Sports	 Network.	 These	 networks	 generate	 revenue through	 programming	 license	 agreements	 with	 multichannel	 video providers	and	the	sale	of	advertising	time.

Other	revenue	increased	in	2008	and	2007	as	a	result	of	our	acquisitions in	June	2007	of	Comcast	SportsNet	Bay	Area	and	Comcast	SportsNet New	England	and	our	acquisitions	of	the	newly	acquired	cable	systems.

# Franchise	Fees

Our	franchise	fee	revenue	represents	the	pass-through	to	our	customers of	the	fees	required	to	be	paid	to	state	and	local	franchising	authorities. Under	the	terms	of	our	franchise	agreements,	we	are	generally	required to	pay	to	the	franchising	authority	an	amount	based	on	our	gross	video revenue.	 The	 increases	 in	 franchise	 fees	 collected	 from	 our	 cable customers	 in	 2008	 and	 2007	 were	 primarily	 due	 to	 increases	 in	 the revenue	on	which	the	fees	apply.

# Cable	Segment	Expenses

We	 continue	 to	 focus	 on	 controlling	 the	 growth	 of	 expenses.	 Our operating	 margins	 (operating	 income	 before	 depreciation	 and amortization	as	a	percentage	of	revenue)	for	2008,	2007	and	2006	were 40.6	%,	40.7%	and	40.2%,	respectively.

# Cable	Segment	Operating	Expenses

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 | %	Change<br>2007	to	2008 | %	Change<br>2006	to	2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Video\tprogramming | $6,479 | $5,813 | $4,848 | 11.5% | 19.9% |
| Technical\tlabor\tcosts | 2,138 | 1,899 | \t 1,572 | 12.6 | 20.8 |
| High-speed\tInternet | 523 | 575 | 435 | (9.0) | 32.2 |
| Phone | 730 | 685 | 427 | 6.6 | 60.4 |
| Other | 2,794 | 2,437 | \t 2,040 | 14.6 | 19.5 |
| Total | $12,664 | $11,409 | $9,322 | 11.0% | 22.4% |

Video	 programming	 expenses,	 our	 largest	 operating	 expense,	 are	 the fees	we	pay	to	programming	networks	to	license	the	programming	we package,	offer	and	distribute	 to	our	video	customers.	These	expenses are	affected	by	changes	in	the	fees	charged	by	programming	networks, the	 number	 of	 our	 video	 customers	 and	 the	 number	 of	 programming options	we	offer.	Video	programming	expenses	increased	in	2008	and 2007,	 primarily	 due	 to	 rate	 increases,	 additional	 digital	 customers,	 an additional	number	of	programming	options	and	additional	customers	from our	 newly	 acquired	 cable	 systems.	 We	 anticipate	 that	 our	 video programming	expenses	will	continue	to	increase	in	2009	and	in	the	future as	the	fees	charged	by	programming	networks	increase,	as	new	fees	for retransmission	 of	 broadcast	 networks	 are	 incurred	 and	 as	 we	 provide additional	channels	and	video	on	demand	programming	options	to	our customers.

Technical	 labor	 expenses	 include	 the	 internal	 and	 external	 labor	 to complete	 service	 call	 and	 installation	 activities	 in	 the	 home,	 network operations,	fulfillment	and	provisioning	costs.	These	expenses	increased in	2008	and	2007	primarily	due	to	growth	in	the	number	of	customers, which	required	additional	personnel	to	handle	service	calls	and	provide in-house	customer	support	and	the	addition	of	our	newly	acquired	cable systems.

High-speed	Internet	expenses	and	phone	expenses	include	certain	direct costs	identified	by	us	for	providing	these	services.	Other	related	costs associated	with	providing	these	services	are	generally	shared	among	all our	cable	services	and	are	not	allocated	to	these	captions.	The	decrease in	high-speed	Internet	expenses	in	2008	was	primarily	driven	by	lower support	 service	 costs	 that	 were	 the	 result	 of	 our	 entering	 into	 new contracts	with	lower	cost	providers	and	renegotiating	existing	contracts. High-speed	Internet	expenses	increased	in	2007	primarily	due	to	growth in	the	number	of	customers	receiving	these	services	and	the	addition	of our	newly	acquired	cable	systems.	Phone	expenses	grew	at	a	lower	rate in	 2008	 due	 to	 efficiencies	 associated	 with	 an	 increased	 number	 of customers	 as	 well	 as	 the	 least-cost	 routing	 of	 call	 traffic	 and	 lower support	 service	 costs	 that	 were	 the	 result	 of	 our	 entering	 into	 new contracts	with	lower	cost	providers	and	renegotiating	existing	contracts. Phone	expenses	increased	in	2007	primarily	due	to	growth	in	the	number of	 customers	 receiving	 these	 services	 and	 the	 addition	 of	 our	 newly acquired	cable	systems.

Other	 operating	 expenses	 include	 franchise	 fees,	 pole	 rentals,	 plant maintenance	 and	 vehicle-related	 costs,	 including	 fuel,	 as	 well	 as expenses	 related	 to	 our	 regional	 sports	 networks.	 These	 expenses increased	in	2008	and	2007	primarily	due	to	the	addition	of	our	newly acquired	cable	systems	and	the	acquisitions	in	June	2007	of	Comcast SportsNet	Bay	Area	and	Comcast	SportsNet	New	England.

# Cable	Segment	Selling,	General	and	Administrative	Expenses

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 | %	Change<br>2007	to	2008 | %	Change<br>2006	to	2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Customer\tservice | $1,773 | $1,674 | $1,326 | 5.9% | 26.2% |
| Marketing | \t 1,625 | \t 1,404 | \t 1,196 | 15.7 | 17.4 |
| Administrative\tand\tother | \t 3,211 | \t 2,896 | \t 2,531 | 10.9 | 14.4 |
| Selling,\tgeneral\tand\tadministrative | $6,609 | $5,974 | $5,053 | 10.6% | 18.2% |

Customer	service	expenses	remained	relatively	flat	in	2008	primarily	due	to	achieving	operational	efficiencies	and	the	slower	growth	in	customers. Customer	service	expenses	increased	in	2007	primarily	due	to	growth	in	the	number	of	customers	and	services	offered.

Marketing	expenses	increased	in	2008	and	2007	primarily	due	to	additional	marketing	costs	associated	with	attracting	and	retaining	customers,	as	well	as the	addition	of	the	newly	acquired	cable	systems.

Administrative	and	other	expenses	increased	in	2008	and	2007	primarily	due	to	the	addition	of	our	newly	acquired	cable	systems	and	the	acquisitions	in June	2007	of	Comcast	SportsNet	Bay	Area	and	Comcast	SportsNet	New	England.	Administrative	and	other	expenses	in	2008	also	include	severance costs	 of	 approximately	 $126	 million	 primarily	 related	 to	 approximately	 3,300	 personnel	 reductions,	 a	 portion	 of	 which	 resulted	 from	 a	 divisional reorganization.

# Programming	Segment	Overview

Our	Programming	segment	consists	primarily	of	our	consolidated	national	programming	networks.	The	table	below	presents	a	summary	of	our	most significant	consolidated	national	programming	networks:

|  | Approximate |  |
| :--- | :--- | :--- |
|  | U.S.\tSubscribers |  |
| Programming\tNetwork | (in\tmillions) | Description |
| E! | 85 | Pop\tculture\tand\tentertainment-related\tprogramming |
| Golf\tChannel | 73 | Golf\tand\tgolf-related\tprogramming |
| VERSUS | 66 | Sports\tand\tleisure\tprogramming |
| G4 | 57 | Gamer\tlifestyle\tprogramming |
| Style | 51 | Lifestyle-related\tprogramming |

We	also	own	interests	in	MGM	(20%),	iN	DEMAND	(51%),	TV	One	(33%),	PBS	KIDS	Sprout	(40%)	and	FEARnet	(33%).	The	operating	results	of	these entities	are	not	included	in	our	Programming	segment's	operating	results	because	they	are	presented	in	equity	in	net	(losses)	income	of	affiliates.

# Programming	Segment	Results	of	Operations

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 | %	Change<br>2007	to	2008 | %	Change<br>2006	to	2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue | $1,426 | $1,314 | $1,054 | 8.5% | 24.7% |
| Operating,\tselling,\tgeneral\tand\tadministrative\texpenses | \t 1,064 | \t 1,028 | 815 | 3.6 | 26.1 |
| Operating\tincome\tbefore\tdepreciation\tand\tamortization | $362 | $286 | $239 | 26.3% | 19.8% |

# Programming	Segment	Revenue

Programming	 revenue	 for	 2008	 and	 2007	 increased	 as	 a	 result	 of continued	 growth	 in	 advertising	 revenue,	 programming	 license	 fee revenue	and	international	revenue.	In	2008,	2007	and	2006,	advertising accounted	for	approximately	43%,	44%	and	45%,	respectively,	of	total Programming	revenue.	In	2008,	2007	and	2006,	approximately	11%	to 13% of	 our	 Programming	 revenue	 was	 generated	 from	 our	 Cable segment.	 These	 amounts	 are	 eliminated	 in	 our	 consolidated	 financial statements	but	are	included	in	the	amounts	presented	above.

# Programming	Segment	Operating,	Selling,	General	and	Administrative Expenses

Programming	 operating,	 selling,	 general	 and	 administrative	 expenses consist	 mainly	 of	 the	 cost	 of	 producing	 television	 programs	 and	 live events,	 the	 purchase	 of	 programming	 rights,	 the	 marketing	 and promotion	 of	 our	 programming	 networks	 and	 administrative	 costs. Programming	expenses	increased	significantly	in	2007	primarily	due	to the	programming	rights	costs	for	the	PGA	Tour	on	Golf	Channel,	as	well as	 a	 corresponding	 increase	 in	 marketing	 expenses for this programming.	We	have	invested	and	expect	to	continue	to	invest	in	new and	live-event	programming	that	will	cause	our	programming	expenses	to increase	in	the	future.

# Consolidated	Other	Income	(Expense)	Items

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Interest\texpense | $(2,439) | $(2,289) | $(2,064) |
| Investment\tincome\t(loss),\tnet | 89 | 601 | 990 |
| Equity\tin\tnet\t(losses)\tincome\tof |  |  |  |
| affiliates,\tnet | (39) | (63) | (65) |
| Other\tincome\t(expense) | (285) | 522 | 114 |
| Total | $(2,674) | $(1,229) | $(1,025) |

# Interest	Expense

The	 increase	 in	 interest	 expense	 for	 2008	 was	 primarily	 due	 to	 an increase	 in	 our	 average	 debt	 outstanding	 and	 an	 increase	 in	 early extinguishment	 costs	 of	 approximately	 $61	 million	 associated	 with	 the repayment	 and	 redemption	 of	 certain	 debt	 obligations	 prior	 to	 their maturity,	partially	offset	by	the	effects	of	lower	interest	rates	in	2008	on our	 fixed	 to	 variable	 rate	 interest	 rate	 exchange	 agreements.	 The increase	for	2007	was	primarily	due	to	an	increase	in	our	average	debt outstanding.

# Investment	Income	(Loss),	Net

The	 components	 of	 investment	 income	 (loss),	 net	 for	 2008,	 2007	 and 2006	 are	 presented	 in	 a	 table	 in	Note	6	 to	 our	 consolidated	 financial statements.	We	have	entered	into	derivative	financial	instruments	that	we account	for	at	fair	value	and	that	economically	hedge	the	market	price fluctuations	in	the	common	stock	of	all	of

our	 investments	 accounted	 for	 as	 trading	 securities.	 The	 differences between	the	unrealized	gains	(losses)	on	trading	securities	and	the	mark to	 market	 adjustments	 on	 derivatives	 related	 to	 trading	 securities,	 as presented	in	the	table	in	Note	6	to	our	consolidated	financial	statements, result	from	one	or	more	of	the	following:

•	there	 were	 unusual	 changes	 in	 the	 derivative	 valuation	 assumptions such	as	interest	rates,	volatility	and	dividend	policy

•	the	 magnitude	 of	 the	 difference	 between	 the	 market	 price	 of	 the underlying	security	to	which	the	derivative	relates	and	the	strike	price	of the	derivative

•	the	change	in	the	time	value	component	of	the	derivative	value	during the	period

•	the	security	to	which	the	derivative	relates	changed	due	to	a	corporate reorganization	 of	 the	 issuing	 company	 to	 a	 security	 with	 a	 different volatility	rate

# Other	Income	(Expense)

Other	expense	for	2008	includes	an	impairment	of	approximately	$600 million	 related	 to	 our	 investment	 in	 Clearwire	 (see	Note 6 to	 our consolidated	 financial	 statements),	 partially	 offset	 by	 a	 gain	 of approximately	$235	million	on	the	sale	of	our	50%	interest	in	the	Insight asset	pool	in	connection	with	the	Insight	transaction.	Other	income	for 2007	consisted	primarily	of	a	gain	of	approximately	$500	million	on	the sale	of	our	50%	interest	in	the	Kansas	City	asset	pool	in	connection	with the	Houston	 transaction.	Other	 income	 for	2006	consisted	primarily	of $170	million	of	gains	on	the	sale	of	nonoperating	assets,	partially	offset by	 a $59	 million impairment	 related	 to	 one	 of	 our	 equity	 method investments.

# Income	Tax	Expense

Our	effective	income	tax	rate	for	2008,	2007	and	2006	was	37.8%,	41.4% and	37.5%,	respectively.	Income	tax	expense	reflects	an	effective	income tax	rate	that	differs	from	the	federal	statutory	rate	primarily	due	to	state income	taxes	and	interest	on	uncertain	tax	positions.	Our	2008	income tax	expense	was	reduced	by	approximately	$154	million,	$80	million	of which	is	due	to	the	settlement	of	an	uncertain	tax	position	(see	Note	13	to our	consolidated	financial	statements)	and	the	net	impact	of	certain	state tax	law	changes	that	primarily	affected	our	deferred	income	tax	liabilities and	other	noncurrent	liabilities,	and	the	balance	of	which	is	primarily	due to	the	future	deductibility	of	certain	deferred	compensation	arrangements. Our	 tax	 rate	 in	 2006	 was	 impacted	 by	 adjustments	 to	 uncertain	 tax positions,	which	were	primarily	due	to	the	favorable	resolution	of	issues and	revised	estimates	of

the	 outcome	 of	 unresolved	 issues	 with	 various	 taxing	 authorities.	 We expect	our	2009	annual	effective	tax	rate	to	be	in	the	range	of	40%	to 45%.

# Discontinued	Operations

The	operating	results	of	our	previously	owned	cable	systems	located	in Los	Angeles,	Dallas	and	Cleveland,	which	were	reported	as	discontinued operations	for	2006,	included	7	months	of	operations	in	2006	because the	closing	date	of	the	transaction	was	July	31,	2006.	As	a	result	of	the exchange	 of	 these	 systems	 in	 the	 Adelphia	 and	 Time	 Warner transactions,	we	recognized	a	gain	of	$195	million,	net	of	tax	of	$541 million	in	2006	(see	Note	5	to	our	consolidated	financial	statements).	The effective	 tax	 rate	 on	 the	 gain	 is	 higher	 than	 the	 federal	 statutory	 rate primarily	due	to	the	nondeductible	amounts	attributed	to	goodwill.

# Liquidity	and	Capital	Resources

Our	businesses	generate	significant	cash	flows	from	operating	activities. We	believe	that	we	will	be	able	to	meet	our	current	and	long-term	liquidity and	capital	requirements,	including	fixed	charges,	through	our	cash	flows from	 operating	 activities;	 through	 existing	 cash,	 cash	 equivalents	 and investments;	 through	 available	 borrowings	 under	 our	 existing	 credit facilities;	and	through	our	ability	to	obtain	future	external	financing.

We	anticipate	 that	we	will	continue	 to	use	a	substantial	portion	of	our cash	 flows	 to	 fund	 our	 capital	 expenditures,	 to	 invest	 in	 business opportunities,	 to	 meet	 our	 debt	 repayment	 obligations	 and	 to	 return capital	to	investors.

The	global	financial	markets	have	been	and	continue	to	be	in	turmoil,	with extreme	volatility	in	the	equity	and	credit	markets	and	with	some	financial and	 other	 institutions	 experiencing	 significant	 financial	 distress.	 As	 of December 31, 2008,	 we	 had	 approximately $5.5 billion	 remaining availability	 under	 our	 credit	 facilities	 and	 no	 outstanding	 commercial paper	obligations.	From	2009	to	2011,	our	scheduled	debt	maturities	total approximately	$5.3	billion.	In	addition,	neither	our	access	to	nor	the	value of	our	cash	equivalents	or	short-term	investments	have	been	negatively affected	by	the	recent	liquidity	problems	of	financial	institutions.	Although we	 have	 attempted	 to	 be	 prudent	 in	 our	 investment	 strategy,	 it	 is	 not possible	to	predict	how	the	financial	market	turmoil	and	the	deteriorating economic	conditions	may	affect	our	financial	position.	Additional	financial institution	failures	could	reduce	amounts	available	under	committed	credit facilities,	could	cause	losses	to	the	extent	cash	amounts	or	the	value	of securities	exceed	government	deposit	insurance	limits,	and	could	restrict our	access	to	the	public	equity	and	debt	markets.

# Operating	Activities

Components	of	Net	Cash	Provided	by	Operating	Activities

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Operating\tincome | $6,732 | $5,578 | $4,619 |
| Depreciation\tand\tamortization | 6,400 | 6,208 | 4,823 |
| Operating\tincome\tbefore |  |  |  |
| depreciation\tand |  |  |  |
| amortization | \t 13,132 | \t 11,786 | 9,442 |
| Operating\tincome\tbefore |  |  |  |
| depreciation\tand |  |  |  |
| amortization\tfrom |  |  |  |
| discontinued\toperations | — | — | 264 |
| Noncash\tshare-based |  |  |  |
| compensation\tand |  |  |  |
| contribution\texpense | 258 | 223 | 223 |
| Changes\tin\toperating\tassets |  |  |  |
| and\tliabilities | (251) | (200) | (280) |
| Cash\tbasis\toperating |  |  |  |
| income | \t 13,139 | \t 11,809 | 9,649 |
| Payments\tof\tinterest | (2,256) | (2,134) | (1,880) |
| Payments\tof\tincome\ttaxes | (762) | (1,638) | (1,284) |
| Proceeds\tfrom\tinterest, |  |  |  |
| dividends\tand\tother |  |  |  |
| nonoperating\titems | 125 | 185 | 233 |
| Payments\trelated\tto\tsettlement |  |  |  |
| of\tlitigation\tof\tan\tacquired |  |  |  |
| company | — | — | (67) |
| Excess\ttax\tbenefit\tunder\tSFAS |  |  |  |
| No.\t123R\tpresented\tin |  |  |  |
| financing\tactivities | (15) | (33) | (33) |
| Net\tcash\tprovided\tby\toperating |  |  |  |
| activities | $10,231 | $8,189 | $6,618 |

The	increases	in	interest	payments	in	2008	and	2007	were	primarily	due to	an	increase	in	our	average	debt	outstanding.

The	decrease	in	tax	payments	in	2008	was	primarily	due	to	the	Economic Stimulus	Act	of	2008,	which	resulted	in	a	reduction	in	our	tax	payments	of approximately	$600	million.	The	increase	in	tax	payments	in	2007	was primarily	due	to	the	effects	of	increases	in	income,	sales	of	investments, and	the	settlement	of	federal	and	state	tax	audits	of	$376	million.

# Financing	Activities

Net	cash	provided	by	(used	in)	financing	activities	consists	primarily	of our	 proceeds	 from	 borrowings	 offset	 by	 our	 debt	 repayments,	 our repurchases	 of	 our	 Class	A	 and	 Class	A	 Special	 common	 stock	 and dividend	payments.	Proceeds	from	borrowings	fluctuate	from	year	to	year based	on	the	amounts	paid	to	fund	acquisitions	and	debt	repayments.	We have	 made,	 and	 may	 from	 time	 to	 time	 in	 the	 future	 make,	 optional repayments	on	our	debt	obligations,	which	may	include	repurchases	of our	 outstanding	 public	 notes	 and	 debentures,	 depending	 on	 various factors,	such	as	market	conditions.	 In	2008,	we	made	$307	million	of optional	 public	 bond	 repurchases.	See	 Note 9 to	 our	 consolidated financial	 statements	 for	 further	 discussion	 of	 our	 financing	 activities, including	details	of	our	debt	repayments	and	borrowings.

# Available	Borrowings	Under	Credit	Facilities

We	traditionally	maintain	significant	availability	under	our	lines	of	credit and	 our	 commercial	 paper	 program	 to	 meet	 our	 short-term	 liquidity requirements.	 In	 January	 2008,	 we	 entered	 into	 an	 amended	 and restated	 revolving	 bank	 credit	 facility	 that	 may	 be	 used	 for	 general corporate	 purposes.	 This	 amendment	 increased	 the	 size	 of	 the	 credit facility	from	$5.0	billion	to	$7.0	billion	and	extended	the	maturity	of	the loan	commitment	from	October	2010	to	January	2013.	Under	our	credit facility,	 other	 lenders	 are	 not	 obligated	 to	 fund	 a	 defaulting	 lender's commitment,	although	another	lender	could	agree	to	fund	the	defaulting lender's	 commitment.	 However,	 non-defaulting	 lenders	 are	 not	 able	 to use	 a	 default	 by	 another	 bank	 to	 avoid	 their	 own	 commitments.	 In December	2008,	we	terminated	a	$200	million	commitment	to	our	credit facility	 by	 Lehman	 Brothers	 Bank,	 FSB	 ("Lehman")	 as	 a	 result	 of Lehman's	default	under	a	borrowing	request.	At	a	discounted	value,	we repaid	 Lehman's	 portion	 of	 our	 outstanding	 credit	 facility,	 along	 with accrued	interest	and	fees.	Subsequent	to	this	termination,	the	size	of	our credit	facility	is	$6.8	billion.	As	of	December	31,	2008,	amounts	available under	all	of	our	credit	facilities	totaled	approximately	$5.5	billion.

# Debt	Covenants

We	and	our	cable	subsidiaries	that	have	provided	guarantees	are	subject to	the	covenants	and	restrictions	set	forth	in	the	indentures	governing	our public	debt	securities	and	in	the	credit	agreements	governing	our	bank credit	facilities	(see	Note	18	to	our	consolidated	financial	statements).	We and	the	guarantors	are	in	compliance	with	the	covenants,	and	we	believe that	neither	the	covenants	nor	the	restrictions	in	our	indentures	or	loan documents	will	limit	our	ability	to	operate	our	business	or	raise	additional capital.	Our	credit	facilities'	covenants	are	tested	on	an	ongoing	basis. The	only	financial	covenant	in	our	$6.8	billion	revolving	credit

facility	due	2013	relates	to	leverage	(ratio	of	debt	to	operating	income before	depreciation	and	amortization).	As	of	December	31,	2008,	we	met this	financial	covenant	by	a	significant	margin.	Our	ability	to	comply	with this	 financial	 covenant	 in	 the	 future	 does	 not	 depend	 on	 further	 debt reduction	or	on	improved	operating	results.

# Share	Repurchase	and	Dividends

As	of	December	31,	2008,	we	had	approximately	$4.1	billion	of	availability remaining	under	our	share	repurchase	authorization.	We	have	previously indicated	 our	 plan	 to	 fully	 use	 our	 remaining	 share	 repurchase authorization	by	the	end	of	2009,	subject	to	market	conditions.	However, as	 previously	 disclosed,	 due	 to	 difficult	 economic	 conditions	 and instability	in	the	capital	markets,	it	is	unlikely	that	we	will	complete	our share	repurchase	authorization	by	the	end	of	2009	as	previously	planned.

Our	Board	of	Directors	declared	a	dividend	of	$0.0625	per	share	for	each quarter	 in	 2008	 totaling	 approximately $727 million.	 We	 paid approximately	$547	million	of	dividends	in	2008.	We	expect	to	continue	to pay	quarterly	dividends,	though	each	subsequent	dividend	is	subject	to approval	by	our	Board	of	Directors.	We	did	not	declare	or	pay	any	cash dividends	in	2007	or	2006.

# Investing	Activities

Net	cash	used	in	investing	activities	consists	primarily	of	cash	paid	for capital	 expenditures,	 acquisitions	 and	 investments,	 partially	 offset	 by proceeds	from	sales	of	investments.

# Capital	Expenditures

Our	 most	 significant	 recurring	 investing	 activity	 has	 been	 capital expenditures	in	our	Cable	segment	and	we	expect	that	this	will	continue in	the	future.	A	significant	portion	of	our	capital	expenditures	is	based	on the	 level	of	customer	growth	and	 the	 technology	being	deployed.	The table	 below	 summarizes	 the	 capital	 expenditures	 we	 incurred	 in	 our Cable	segment	from	2006	through	2008.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Customer\tpremises\tequipment(a) | $3,147 | $3,164 | $2,321 |
| Scalable\tinfrastructure(b) | \t 1,024 | \t 1,014 | 906 |
| Line\textensions(c) | 212 | 352 | 275 |
| Support\tcapital(d) | 522 | 792 | 435 |
| Upgrades\t(capacity\texpansion)(e) | 407 | 520 | 307 |
| Business\tservices(f) | 233 | 151 | — |
| Total | $5,545 | $5,993 | $4,244 |

(a)	Customer	premises	equipment	("CPE")	includes	costs	incurred	to	connect	our	services	at the	customer's	home.	The	equipment	deployed	typically	includes	standard	digital	set-top boxes,	HD	set-top	boxes,	digital	video	recorders,	remote	controls	and	modems.	CPE	also includes	the	cost	of	installing	this	equipment	for	new	customers	as	well	as	the	material	and labor	cost	incurred	to	install	the	cable	that	connects	a	customer's	dwelling	to	the	network. (b)	Scalable	infrastructure	includes	costs	incurred	to	secure	growth	in	customers	or	revenue units	 or	 to	 provide	 service	 enhancements,	 other	 than	 those	 related	 to	 CPE.	 Scalable infrastructure	 includes	 equipment	 that	 controls	 signal	 reception,	 processing	 and transmission	throughout	our	distribution	network,	as	well	as	equipment	that	controls	and communicates	with	the	CPE	residing	within	a	customer's	home.	Also	included	in	scalable infrastructure	is	certain	equipment	necessary	for	content	aggregation	and	distribution	(video on	 demand	 equipment)	 and	 equipment	 necessary	 to	 provide	 certain	 video,	 high-speed Internet	and	digital	phone	service	features	(e.g.,	voice	mail	and	e-mail).

(c)	Line	extensions	 include	 the	costs	of	extending	our	distribution	network	 into	new	service areas.	These	costs	typically	include	network	design,	the	purchase	and	installation	of	fiber- optic	and	coaxial	cable,	and	certain	electronic	equipment.

(d)	Support	capital	 includes	costs	associated	with	 the	replacement	or	enhancement	of	non- network	 assets	 due	 to	 technical	 or	 physical	 obsolescence	 and	 wear-out.	 These	 costs typically	include	vehicles,	computer	and	office	equipment,	furniture	and	fixtures,	tools,	and test	equipment.

(e)	Upgrades	 include	 costs	 to	 enhance	 or replace	 existing	 portions	 of	 our	 cable	 network, including	recurring	betterments.

(f)	Business	services	include	the	costs	incurred	related	to	the	rollout	of	our	services	to	small and	 medium-sized	 businesses.	 The	 equipment	 typically	 includes	 high-speed	 Internet modems	and	phone	modems	and	the	cost	of	installing	this	equipment	for	new	customers	as well	as	materials	and	labor	incurred	to	install	the	cable	that	connects	a	customer's	business to	the	closest	point	of	the	main	distribution	network.

Cable	 capital	 expenditures	 decreased	 7.5%	 in	 2008	 primarily	 due	 to lower	spending	in	residential	cable	services.	Line	extensions	decreased in	2008	compared	to	2007	primarily	due	to	the	slowdown	in	the	housing market.	Cable	capital	expenditures	increased	41.2%	in	2007	primarily	as a	 result	 of	 the	 continued	 rollout	 of	 our	 digital	 phone	 service	 and	 an increase	 in	 demand	 for	 advanced	 set-top	 boxes	 (including	 DVR	 and HDTV)	 and	 high-speed	 Internet	 modems.	 These	 increases	 were accelerated	by	the	success	of	our	triple	play	bundle	and	as	a	result	of regulatory	 changes	 in	 2007.	 We	 also	 incurred	 additional	 capital expenditures	 in	 our	 newly	 acquired	 cable	 systems	 and	 continued	 to improve	 the	capacity	and	reliability	of	our	network	 in	2007	 in	order	 to handle	the	additional	volume	and	advanced	services.

Capital	expenditures	in	our	Programming	segment	were	not	significant	in 2008,	2007	and	2006.	In	2008	and	2007,	our	other	business	activities included	 approximately	 $137	 million	 and	 $110	 million,	 respectively,	 of capital	 expenditures	 related	 to	 the	 consolidation	 of	 offices	 in Pennsylvania	and	the	relocation	of	our	corporate	headquarters.	Capital expenditures	 for	 2009	 and	 for	 subsequent	 years	 will	 depend	 on numerous	 factors,	 including	 acquisitions,	 competition,	 changes	 in technology,	regulatory	changes	and	the	timing	and	rate	of	deployment	of new	services.	Our	2009	capital	expenditures	will	include	the	purchase	of set-top	boxes	associated	with	our	migration	to	all	digital	transmission	for certain	analog	channels.

# Acquisitions

In	 2008,	 acquisitions	 were	 primarily	 related	 to	 our	 acquisition	 of	 an additional	interest	in	Comcast	SportsNet	Bay	Area;	our	acquisition	of	the remaining	interest	in	G4	that	we	did	not	already	own;	and	our	acquisitions of	Plaxo	and	DailyCandy.	In	2007,	acquisitions	were	primarily	related	to our	 acquisitions	 of	 Patriot	 Media,	 Fandango,	 Comcast	 SportsNet	 New England,	 and	 an	 interest	 in	 Comcast	 SportsNet	 Bay	 Area.	 In	 2006, acquisitions	 were	 primarily	 related	 to	 the	 Adelphia	 and	 Time	 Warner transactions,	 the	 acquisition	 of	 the	 cable	 systems	 of	 Susquehanna Communications	 and	 the	 acquisition	 of	 our	 additional	 interest	 in	 E! Entertainment	Television.

# Proceeds	from	Sales	of	Investments

In	2008,	proceeds	from	the	sales	of	investments	were	primarily	related	to the	disposition	of	available-for-sale	debt	securities.	 In	2007	and	2006, proceeds	 from	 the	 sales	 of	 investments	 were	 primarily	 related	 to	 the disposition	of	our	ownership	interests	in	Time	Warner	Inc.

# Purchases	of	Investments

In	2008,	purchases	of	investments	consisted	primarily	of	the	funding	of our	investment	in	Clearwire.	In	2007,	purchases	of	investments	consisted primarily	 of	 an	 additional	 investment	 in	 Insight	 Midwest,	 L.P.	 and	 the purchase	 of	 available-for-sale	 debt	 securities.	 In	 2006,	 purchases	 of investments	 consisted	 primarily	 of	 the	 purchase	 of	 our	 interest	 in SpectrumCo	LLC	and	our	additional	investment	in	Texas	and	Kansas	City Cable	Partners.

# Contractual	Obligations

Our	unconditional	contractual	obligations	as	of	December	31,	2008,	which	consist	primarily	of	our	debt	obligations	and	the	associated	payments	due	in future	periods,	are	presented	in	the	table	below.

|  |  |  | Years | Years | More |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Total | Year\t1 | 2–3 | 4–5 | than\t5 |
| Debt\tobligations(a) | $\t32,394 | $\t2,269 | $\t2,957 | $\t5,613 | $\t21,555 |
| Capital\tlease\tobligations | 62 | 9 | 36 | 8 | 9 |
| Operating\tlease\tobligations | 2,088 | 385 | 542 | 328 | 833 |
| Purchase\tobligations(b) | 16,069 | 3,666 | 3,915 | 2,462 | 6,026 |
| Other\tlong-term\tliabilities\treflected\ton\tthe\tbalance\tsheet: |  |  |  |  |  |
| Acquisition-related\tobligations(c) | 153 | 118 | 32 | 3 | — |
| Other\tlong-term\tobligations(d) | 3,795 | 232 | 511 | 383 | 2,669 |
| Total | $ 54,561 | $ 6,679 | $ 7,993 | $ 8,797 | $ 31,092 |

Refer	to	Note	9	(long-term	debt)	and	 Note	15	(commitments)	to	our	consolidated	financial	statements.

(a) Excludes	interest	payments.

(b) Purchase	obligations	consist	of	agreements	to	purchase	goods	and	services	that	are	legally	binding	on	us	and	specify	all	significant	terms,	including	fixed	or	minimum	quantities	to	be	purchased and	price	provisions.	Our	purchase	obligations	are	primarily	related	to	our	Cable	segment,	including	contracts	with	programming	networks,	CPE	manufacturers,	communication	vendors,	other cable	operators	for	which	we	provide	advertising	sales	representation	and	other	contracts	entered	into	in	the	normal	course	of	business.	We	also	have	purchase	obligations	through	Comcast Spectacor	for	the	players	and	coaches	of	our	professional	sports	teams.	We	did	not	include	contracts	with	immaterial	future	commitments.

(c) Acquisition-related	obligations	consist	primarily	of	costs	related	to	exiting	contractual	obligations	and	other	assumed	contractual	obligations	of	the	acquired	entity.

(d) Other	long-term	obligations	consist	primarily	of	prepaid	forward	sale	agreement	transactions	of	equity	securities	we	hold;	subsidiary	preferred	shares;	effectively	settled	tax	positions	and	related interest,	 net	 of	 deferred	 tax	 benefit;	 deferred	 compensation	 obligations;	 pension,	 post-retirement	 and	 post-employment	 benefit	 obligations;	 and	 programming	 rights	 payable	 under	 license agreements.	Reserves	for	uncertain	tax	positions	of	approximately	$1.4	billion	are	not	included	in	the	table	above.	The	liability	for	unrecognized	tax	benefits	has	been	excluded	because	we cannot	make	a	reliable	estimate	of	the	period	in	which	the	unrecognized	tax	benefits	will	be	realized.

# Off-Balance	Sheet	Arrangements

We	do	not	have	any	significant	off-balance	sheet	arrangements	that	are reasonably	 likely	 to	 have	 a	 current	 or	 future	 effect	 on	 our	 financial condition,	results	of	operations,	liquidity,	capital	expenditures	or	capital resources.

# Critical	Accounting	Judgments	and	Estimates

The	preparation	of	our	financial	statements	requires	us	to	make	estimates that	 affect	 the	 reported	 amounts	 of	 assets,	 liabilities,	 revenue	 and expenses,	and	the	related	disclosure	of	contingent	assets	and	contingent liabilities.	We	base	our	judgments	on	historical	experience	and	on	various other	 assumptions	 that	 we	 believe	 are	 reasonable	 under	 the circumstances,	the	results	of	which	form	the	basis	for	making	estimates about	 the	 carrying	 values	 of	 assets	 and	 liabilities	 that	 are	 not	 readily apparent	 from	 other	 sources.	 Actual	 results	 may	 differ	 from	 these estimates	under	different	assumptions	or	conditions.

We	 believe	 our	 judgments	 and	 related	 estimates	 associated	 with	 the valuation	 and	 impairment	 testing	 of	 our	 cable	 franchise	 rights	 and the	 accounting	 for	 income	 taxes	 are	 critical	 in	 the	 preparation	 of	 our financial	 statements.	 We	 had	 previously	 disclosed	 that	 the	 accounting judgments	and	estimates	related	to	our	legal	contingencies	were	critical in	 the	 preparation	 of	 our	 financial	 statements.	 This	 identification	 was based	in	large	part	on	the	fact	that	significant	amounts	were	included	in our	consolidated	balance	sheet	representing	management's	estimates	of the	ultimate	outcome	of	these	legal	contingencies.	As	substantially	all	of the	 contingencies	 to	 which	 these	 balance	 sheet	 estimates	 have	 been resolved	and	there	are	no	significant	estimates	recorded	for	current	legal contingencies	 as	 they	 are	 either	 not	 probable,	 estimable	 or	 both, estimates	 related	 to	 our	 legal	 contingencies	 are	 not	 critical	 in	 the preparation	 of	 our	 financial	 statements	 at	 December 31, 2008. Management	 has	 discussed	 the	 development	 and	 selection	 of	 these critical	accounting	judgments	and	estimates	with	the	Audit	Committee	of our	 Board	 of	 Directors,	 and	 the	 Audit	 Committee	 has	 reviewed	 our disclosures	relating	to	them,	which	are	presented	below.

Refer	to	Note	2	to	our	consolidated	financial	statements	for	a	discussion of	our	accounting	policies	with	respect	to	these	and	other	items.

# Valuation	and	Impairment	Testing	of	Cable	Franchise	Rights

Our	largest	asset,	our	cable	franchise	rights,	results	from	agreements	we have	 with	 state	 and	 local	 governments	 that	 allow	 us	 to	 construct	 and operate	a	cable	business	within	a	specified	geographic	area.	The	value of	a	franchise	is	derived	from	the	economic	benefits	we	receive	from	the right	 to	 solicit	 new	 customers	 and	 to	 market	 new	 services,	 such	 as advanced	 digital	 video	 services	 and	 high-speed	 Internet	 and	 phone services,	in	a

particular	service	area.	The	amounts	we	record	for	cable	franchise	rights are	 primarily	 a	 result	 of	 cable	 system	 acquisitions.	Typically	 when	 we acquire	a	cable	system,	the	most	significant	asset	we	record	is	the	value of	 the	 cable	 franchise	 rights.	 Often	 these	 cable	 system	 acquisitions include	multiple	franchise	areas.	We	currently	serve	approximately	6,400 franchise	areas	in	the	United	States.

We	 have	 concluded	 that	 our	 cable	 franchise	 rights	 have	 an	 indefinite useful	life	since	there	are	no	legal,	regulatory,	contractual,	competitive, economic	or	other	factors	which	limit	the	period	over	which	these	rights will	 contribute	 to	 our	 cash	 flows.	Accordingly,	 we	 do	 not	 amortize	 our cable	franchise	rights	but	assess	the	carrying	value	of	our	cable	franchise rights	 annually,	 or	 more	 frequently	 whenever	 events	 or	 changes	 in circumstances	indicate	that	the	carrying	amount	may	exceed	its	fair	value ("impairment	 testing"),	 in	 accordance	 with	 Statement	 of	 Financial Accounting	Standards	("SFAS")	No.	142,	"Goodwill	and	Other	Intangible Assets,"	("SFAS	No.	142").

We	estimate	the	fair	value	of	our	cable	franchise	rights	primarily	based on	a	discounted	cash	flow	analysis	that	involves	significant	judgment.	We also	 consider	 multiples	 of	 operating	 income	 before	 depreciation	 and amortization	 generated	 by	 underlying	 assets,	 current	 market transactions,	 and	 profitability	 information	 in	 analyzing	 the	 fair	 values indicated	under	the	discounted	cash	flow	models.

If	we	were	to	determine	the	value	of	our	cable	franchise	rights	is	less	than the	 carrying	 amount,	 we	 would	 recognize	 an	 impairment	 for	 the difference	between	the	estimated	fair	value	and	the	carrying	value	of	the assets.	 For	 purposes	 of	 our	 impairment	 testing,	 we	 have	 grouped	 the recorded	 values	 of	 our	 various	 cable	 franchise	 rights	 into	 our	 cable divisions	or	units	of	account.	We	evaluate	the	unit	of	account	periodically to	ensure	our	impairment	testing	is	performed	at	an	appropriate	level	(see Note	2	to	our	consolidated	financial	statements).

Since	the	adoption	of	SFAS	No.	142	in	2002,	we	have	not	recorded	any significant	 impairments	 as	 a	 result	 of	 our	 impairment	 testing.	A	 future change	 in	 the	 unit	 of	 account	 could	 result	 in	 the	 recognition	 of	 an impairment.

We	could	also	record	impairments	in	the	future	if	there	are	changes	in long-term	market	conditions,	in	expected	future	operating	results,	or	in federal	or	state	regulations	that	prevent	us	from	recovering	the	carrying value	of	these	cable	franchise	rights.	Assumptions	made	about	increased competition	 and	 a	 further	 slowdown	 in	 the	 economy	 on	 a	 longer-term basis	could	impact	the	valuations	to	be	used	in	future	annual	impairment testing	and	result	in	a	reduction	of	fair	values	from	those	determined	in the	 July	 1,	 2008	 annual	 impairment	 testing	 ("July	 1	 testing").	 Such assumptions	and	fair	values	will	not	be	determined	until	the	July	1,	2009 annual	 impairment	 testing	 is	 performed.	 Our	 July 1 testing,	 which included	assumptions	related	to	the	weakening	economy,

indicated	 that	 the	 estimated	 fair	 value	 of	 our	 cable	 franchise	 rights exceeded	 the	 carrying	 value	 ("headroom")	 for	 each	 of	 our	 units	 of accounts	by	a	significant	amount	(see	table	below).	Given	the	significant headroom	 that	existed	on	July	1,	2008,	we	do	not	believe	 the	current economic	environment,	regulatory	changes,	or	the	decline	in	our	market capitalization	 since	 our	 July	 1	 testing,	 represent	 events	 or	 changes	 in circumstances	 that	 are	 indicative	 of	 an	 impairment	 of	 value	 at December	31,	2008.	The	table	below	illustrates	the	impairment	related	to our	various	cable	divisions	that	would	have	occurred	had	the	hypothetical reductions	in	fair	value	existed	at	the	time	of	our	last	annual	impairment testing.

| (in	millions) | 10% | 15% | 20% | 25% |
| :--- | :--- | :--- | :--- | :--- |
| Eastern\tDivision | $\t— | $\t(55) | $\t(999) | $\t(1,942) |
| NorthCentral\tDivision | \t — | — | — | — |
| Southern\tDivision | \t — | — | — | — |
| Western\tDivision | \t — | — | — | — |
|  | $ — | $ (55) | $ (999) | $ (1,942) |

# Income	Taxes

Our	provision	for	income	taxes	is	based	on	our	current	period	income, changes	in	deferred	income	tax	assets	and	liabilities,	income	tax	rates, changes	 in	 estimates	 of	 our	 uncertain	 tax	 positions,	 and	 tax	 planning opportunities	 available	 in	 the	 jurisdictions	 in	 which	 we	 operate.	 We prepare	and	file	tax	returns	based	on	our	interpretation	of	tax	laws	and regulations,	 and	 we	 record	 estimates	 based	 on	 these	 judgments	 and interpretations.

On	January	1,	2007,	we	adopted	Financial	Accounting	Standards	Board ("FASB")	 Interpretation	 ("FIN")	 No.	 48,	 "Accounting	 for	 Uncertainty	 in Income	Taxes	 –	 an	 Interpretation	 of	 FASB	 Statement	 No.	 109,"	 ("FIN 48").	We	evaluate	our	tax	positions	using	the

recognition	threshold	and	the	measurement	attribute	in	accordance	with this	interpretation.	From	time	to	time,	we	engage	in	transactions	in	which the	tax	consequences	may	be	subject	to	uncertainty.	Examples	of	these transactions	 include	 business	 acquisitions	 and	 disposals,	 including consideration	paid	or	received	in	connection	with	these	transactions,	and certain	 financing	 transactions.	 Significant	 judgment	 is	 required	 in assessing	and	estimating	 the	 tax	consequences	of	 these	 transactions. We	determine	whether	it	is	more	likely	than	not	that	a	tax	position	will	be sustained	on	examination,	including	the	resolution	of	any	related	appeals or	litigation	processes,	based	on	the	technical	merits	of	the	position.	In evaluating	 whether	 a	 tax	 position	 has	 met	 the	 more-likely-than-not recognition	threshold,	we	presume	that	the	position	will	be	examined	by the	 appropriate	 taxing	 authority	 that	 has	 full	 knowledge	 of	 all	 relevant information.	A	tax	position	that	meets	the	more-likely-than-not	recognition threshold	 is	 measured	 to	 determine	 the	 amount	 of	 benefit	 to	 be recognized	in	the	financial	statements.	The	tax	position	is	measured	at the	largest	amount	of	benefit	that	has	a	greater	than	50%	likelihood	of being	realized	when	the	position	is	ultimately	resolved.

We	adjust	our	estimates	periodically	because	of	ongoing	examinations	by and	settlements	with	the	various	taxing	authorities,	as	well	as	changes	in tax	 laws,	 regulations	 and	 precedent.	 The	 effects	 on	 our	 financial statements	 of	 income	 tax	 uncertainties	 that	 arise	 in	 connection	 with business	 combinations	 and	 those	 associated	 with	 entities	 acquired	 in business	 combinations	 are	 discussed	 in	Note	 2	 to	 our	 consolidated financial	statements.	We	believe	that	adequate	accruals	have	been	made for	income	taxes.	When	uncertain	tax	positions	are	ultimately	resolved, either	individually	or	in	the	aggregate,	differences	between	our	estimated amounts	and	 the	actual	amounts	are	not	expected	 to	have	a	material adverse	effect	on	our	consolidated	financial	position	but	could	possibly be	material	to	our	consolidated	results	of	operations	or	cash	flow	for	any one	period.

# Item	7A:	Quantitative	and	Qualitative

# Disclosures	About	Market	Risk

# Interest	Rate	Risk	Management

We	maintain	a	mix	of	fixed-rate	and	variable-rate	debt.	As	of	December 31,	2008,	approximately	93%	of	our	total	debt	of	$32.5	billion	was	at	fixed rates	with	the	remaining	debt	at	variable	rates.	We	are	exposed	to	the market	risk	of	adverse	changes	in	interest	rates.	In	order	to	manage	the cost	and	volatility	relating	to	the	interest	cost	of	our	outstanding	debt,	we enter	into	various	interest	rate	risk	management	derivative	transactions	in accordance	with	our	policies.

We	monitor	our	interest	rate	risk	exposures	using	techniques	that	include market	 value	 and	 sensitivity	 analyses.	 We	 do	 not	 engage	 in	 any speculative	or	leveraged	derivative	transactions.

We	 manage	 the	 credit	 risks	 associated	 with	 our	 derivative	 financial instruments	through	the	evaluation	and	monitoring	of	the	creditworthiness of	the	counterparties.	Although	we	may	be	exposed	to	losses	in	the	event of	nonperformance	by	the	counterparties,	we	do	not	expect	such	losses, if	any,	to	be	significant.

Our	 interest	 rate	 derivative	 financial	 instruments,	 which	 can	 include swaps,	 rate	 locks,	 caps	 and	 collars,	 represent	 an	 integral	 part	 of	 our interest	 rate	 risk	 management	 program.	 Our	 interest	 rate	 derivative financial	instruments	reduced	the	portion	of	our	total	debt	at	fixed	rates from	93%	to	82%	as	of	December	31,	2008.	The	effect	of	our	interest	rate derivative	 financial	 instruments	 (decreased)	 increased	 our	 interest expense	by	approximately	$(34)	million,	$43	million	and	$39	million	 in 2008,	 2007	 and	 2006,	 respectively.	 Interest	 rate	 risk	 management instruments	may	have	a	significant	effect	on	our	interest	expense	in	the future,	including	as	a	result	of	proposed	changes	in	accounting	for	these instruments.

The	table	below	summarizes	the	fair	values	and	contract	terms	of	financial	instruments	subject	to	interest	rate	risk	maintained	by	us	as	of	December	31, 2008.

| (in	millions) | 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | 12/31/08 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Debt |  |  |  |  |  |  |  |  |
| Fixed\trate | $\t\t1,029 | $\t\t1,172 | $\t\t1,796 | $\t\t831 | $\t\t3,757 | $\t\t21,547 | $\t\t30,132 | $\t\t29,693 |
| Average\tinterest\trate | 7.3% | 5.7% | 6.1% | 9.4% | 8.6% | 6.6% | 6.9% |  |
| Variable\trate | $1,249 | $11 | $14 | $22 | $1,011 | $17 | $2,324 | $2,308 |
| Average\tinterest\trate | 2.2% | 3.2% | 4.5% | 6.2% | 3.2% | 3.4% | 2.7% |  |
| Interest\trate\tinstruments |  |  |  |  |  |  |  |  |
| Fixed\tto\tvariable\tswaps | $750 | $200 | $750 | $—\t $— | $—\t $— | $1,800 | $3,500 | $309 |
| Average\tpay\trate | 4.9% | 2.7% | 3.4% | —% | —% | 3.2% | 3.6% |  |
| Average\treceive\trate | 6.9% | 5.9% | 5.5% | —% | —% | 5.5% | 5.8% |  |

We	use	the	notional	amounts	on	the	instruments	to	calculate	the	interest	to	be	paid	or	received.	The	notional	amounts	do	not	represent	the	amount	of	our exposure	to	credit	loss.	The	estimated	fair	value	approximates	the	payments	necessary	or	proceeds	to	be	received	to	settle	the	outstanding	contracts. We	estimate	interest	rates	on	variable	debt	and	swaps	using	the	average	implied	forward	London	Interbank	Offered	Rate	("LIBOR")	for	the	year	of maturity	based	on	the	yield	curve	in	effect	on	December	31,	2008,	plus	the	applicable	margin	in	effect	on	December	31,	2008.

As	a	matter	of	practice,	we	typically	do	not	structure	our	financial	contracts	to	include	credit-ratings-based	triggers	that	could	affect	our	liquidity.	In	the ordinary	course	of	business,	some	of	our	swaps	could	be	subject	to	termination	provisions	if	we	do	not	maintain	investment	grade	credit	ratings.	As	of December	31,	2008	and	2007,	the	estimated	fair	value	of	those	swaps	was	an	asset	of	$44	million	and	a	liability	of	$3	million,	respectively.	The	amount	to be	paid	or	received	upon	termination,	if	any,	would	be	based	on	the	fair	value	of	the	outstanding	contracts	at	that	time.

# Equity	Price	Risk	Management

We	are	exposed	to	the	market	risk	of	changes	in	the	equity	prices	of	our investments	 in	 marketable	 securities.	 We	 enter	 into	 various	 derivative transactions	 in	 accordance	 with	 our	 policies	 to	 manage	 the	 volatility relating	 to	 these	 exposures.	 Through	 market	 value	 and	 sensitivity analyses,	we	monitor	our	equity	price	risk	exposures	to	ensure	that	the instruments	are	matched	with	the	underlying	assets	or	liabilities,	reduce our	risks	relating	to	equity	prices	and	maintain	a	high	correlation	to	the risk	inherent	in	the	hedged	item.

To limit	 our	 exposure to	 and	 benefits from	 price fluctuations in the common	 stock	 of	 some	 of	 our investments,	 we	 use	 equity	 derivative financial	instruments.	These	derivative	financial	instruments,	which	are accounted for	 at fair	 value, include	 equity	 collar	 agreements,	 prepaid forward	sales	agreements	and	indexed	debt	instruments.

Except	 as	 described	 above in	"Investment Income (Loss),	 Net," the changes	in	the	fair	value	of	the	investments	that	we	accounted	for	as trading	 securities	 were	 substantially	 offset	 by the	 changes in the fair values	of	the	equity	derivative	financial	instruments.

Refer	to	Note	2	to	our	consolidated	financial	statements	for	a	discussion of	our	accounting	policies	for	derivative	financial	instruments	and	to	Note 6	and	Note	9	to	our	consolidated	financial	statements	for	discussions	of our	derivative	financial	instruments.

# Item	8:	Financial	Statements	and	Supplementary	Data

| Index | Page |
| :--- | :--- |
| Report\tof\tManagement | 39 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 40 |
| Consolidated\tBalance\tSheet | 41 |
| Consolidated\tStatement\tof\tOperations | 42 |
| Consolidated\tStatement\tof\tCash\tFlows | 43 |
| Consolidated\tStatement\tof\tStockholders'\tEquity | 44 |
| Consolidated\tStatement\tof\tComprehensive\tIncome | 44 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 45 |

# Report	of	Management

# Management's	Report	on	Financial	Statements

Our	management	is	responsible	for	the	preparation,	integrity	and	fair	presentation	of	information	in	our	consolidated	financial	statements,	including estimates	and	judgments.	The	consolidated	financial	statements	presented	in	this	report	have	been	prepared	in	accordance	with	accounting	principles generally	accepted	in	the	United	States.	Our	management	believes	the	consolidated	financial	statements	and	other	financial	information	included	in	this report	fairly	present,	in	all	material	respects,	our	financial	condition,	results	of	operations	and	cash	flows	as	of	and	for	the	periods	presented	in	this	report. The	consolidated	financial	statements	have	been	audited	by	Deloitte	&	Touche	LLP,	an	independent	registered	public	accounting	firm,	as	stated	in	their report,	which	is	included	herein.

# Management's	Report	on	Internal	Control	Over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	an	adequate	system	of	internal	control	over	financial	reporting.	Our	system	of	internal control	over	financial	reporting	is	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial statements	for	external	purposes	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States.

Our	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that:

•	 Pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	our	transactions	and	dispositions	of	our	assets.

•	 Provide	reasonable	assurance	that	our	transactions	are	recorded	as	necessary	to	permit	preparation	of	our	financial	statements	in	accordance	with accounting	 principles	 generally	 accepted	 in	 the	 United	 States,	 and	 that	 our	 receipts	 and	 expenditures	 are	 being	 made	 only	 in	 accordance	 with authorizations	of	our	management	and	our	directors.

•	 Provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	our	assets	that	could	have	a material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	a	system	of	internal	control	over	financial	reporting	can	provide	only	reasonable	assurance	and	may	not	prevent	or detect	misstatements.	Further,	because	of	changes	in	conditions,	effectiveness	of	internal	controls	over	financial	reporting	may	vary	over	time.	Our system	contains	self-monitoring	mechanisms,	and	actions	are	taken	to	correct	deficiencies	as	they	are	identified.

Our	management	conducted	an	evaluation	of	the	effectiveness	of	the	system	of	internal	control	over	financial	reporting	based	on	the	framework	in Internal	Control	–	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Based	on	this	evaluation, our	management	concluded	that	our	system	of	internal	control	over	financial	reporting	was	effective	as	of	December	31,	2008.	The	effectiveness	of	our internal	controls	over	financial	reporting	have	been	audited	by	Deloitte	&	Touche	LLP,	an	independent	registered	public	accounting	firm,	as	stated	in	their report,	which	is	included	herein.

# Audit	Committee	Oversight

The	Audit	Committee	of	the	Board	of	Directors,	which	is	comprised	solely	of	independent	directors,	has	oversight	responsibility	for	our	financial	reporting process	and	the	audits	of	our	consolidated	financial	statements	and	internal	control	over	financial	reporting.	The	Audit	Committee	meets	regularly	with management	and	with	our	internal	auditors	and	independent	registered	public	accounting	firm	(collectively,	the	"auditors")	to	review	matters	related	to	the quality	and	integrity	of	our	financial	reporting,	internal	control	over	financial	reporting	(including	compliance	matters	related	to	our	Code	of	Ethics	and Business	Conduct),	and	the	nature,	extent,	and	results	of	internal	and	external	audits.	Our	auditors	have	full	and	free	access	and	report	directly	to	the Audit	Committee.	The	Audit	Committee	recommended,	and	 the	Board	of	Directors	approved,	 that	 the	audited	consolidated	 financial	statements	be included	in	this	Form	10-K.

Brian	L.	Roberts

Chairman	and

Chief	Executive	Officer

Michael	J.	Angelakis Executive	Vice	President	and Chief	Financial	Officer

# Report	of	Independent	Registered	Public	Accounting	Firm

# Board	of	Directors	and	Stockholders

# Philadelphia,	Pennsylvania

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Comcast	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2008 and	2007,	and	the	related	consolidated	statements	of	operations,	cash	flows,	stockholders'	equity	and	comprehensive	income	for	each	of	the	three	years in	the	period	ended	December	31,	2008.	We	also	have	audited	the	Company's	internal	control	over	financial	reporting	as	of	December	31,	2008,	based on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission. The	Company's	management	is	responsible	for	these	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Management's	Report	on	Internal	Control	Over Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	and	an	opinion	on	the	Company's	internal	control	over financial	reporting	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement	and whether	 effective	 internal	 control	 over	 financial	 reporting	 was	 maintained	 in	 all	 material	 respects.	 Our	 audits	 of	 the	 financial	 statements	 included examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements,	assessing	the	accounting	principles	used	and significant	estimates	made	by	management,	and	evaluating	 the	overall	 financial	statement	presentation.	Our	audit	of	 internal	control	over	 financial reporting	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such	other procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	the	company's	principal	executive	and principal	financial	officers,	or	persons	performing	similar	functions,	and	effected	by	the	company's	board	of	directors,	management,	and	other	personnel to	provide	reasonable	assurance	regarding	 the	reliability	of	 financial	reporting	and	 the	preparation	of	 financial	statements	 for	external	purposes	 in accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition, use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management	override	of controls,	material	misstatements	due	to	error	or	fraud	may	not	be	prevented	or	detected	on	a	timely	basis.	Also,	projections	of	any	evaluation	of	the effectiveness	of	the	internal	control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that	the	controls	may	become	inadequate	because	of changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	 our	 opinion,	 the	 consolidated	 financial	 statements	 referred	 to	 above	 present	 fairly,	 in	 all	 material	 respects,	 the	 financial	 position	 of	 Comcast Corporation	and	subsidiaries	as	of	December	31,	2008	and	2007,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the period	ended	December	31,	2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.	Also,	in	our	opinion,	the Company	 maintained,	 in	 all	 material	 respects,	 effective	 internal	 control	 over	 financial	 reporting	 as	 of	 December	 31,	 2008,	 based	 on	 the	 criteria established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

As	discussed	in	Note	2	to	the	consolidated	financial	statements,	the	Company	adopted	Statement	of	Financial	Accounting	Standards	No.	159,	"The	Fair Value	 Option	 for	 Financial	Assets	 and	 Financial	 Liabilities	 Including	 an	 amendment	 of	 FASB	 Statement	 No.	 115,"	 effective	 January	 1,	 2008.	As discussed	in	Note	3	to	the	consolidated	financial	statements,	the	Company	adopted	EITF	Issue	No.	06-10,	"Accounting	for	Collateral	Assignment	Split- Dollar	Life	Insurance	Arrangements,"	effective	January	1,	2008.	As	discussed	in	Note	2	to	the	consolidated	financial	statements,	the	Company	adopted FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes	—	an	Interpretation	of	FASB	Statement	109,"	effective	January	1,	2007.

# Consolidated	Balance	Sheet

| December	31	(in	millions,	except	share	data) | 2008 | 2007 |
| :--- | :--- | :--- |
| Assets |  |  |
| Current\tAssets: |  |  |
| Cash\tand\tcash\tequivalents | $1,195 | $963 |
| Investments | 59 | 98 |
| Accounts\treceivable,\tless\tallowance\tfor\tdoubtful\taccounts\tof\t$190\tand\t$181 | 1,626 | 1,645 |
| Deferred\tincome\ttaxes | 292 | 214 |
| Other\tcurrent\tassets | 544 | 747 |
| Total\tcurrent\tassets | 3,716 | 3,667 |
| Investments | 4,783 | 7,963 |
| Property\tand\tequipment,\tnet\tof\taccumulated\tdepreciation\tof\t$23,235\tand\t$19,808 | 24,444 | 23,624 |
| Franchise\trights | 59,449 | 58,077 |
| Goodwill | 14,889 | 14,705 |
| Other\tintangible\tassets,\tnet\tof\taccumulated\tamortization\tof\t$8,160\tand\t$6,977 | 4,558 | 4,739 |
| Other\tnoncurrent\tassets,\tnet | 1,178 | 642 |
| Total\tassets | $ 113,017 | $ 113,417 |
| Liabilities\tand\tStockholders'\tEquity |  |  |
| Current\tLiabilities: |  |  |
| Accounts\tpayable\tand\taccrued\texpenses\trelated\tto\ttrade\tcreditors | $3,393 | $3,336 |
| Accrued\tsalaries\tand\twages | 624 | 494 |
| Other\tcurrent\tliabilities | 2,644 | 2,627 |
| Current\tportion\tof\tlong-term\tdebt | 2,278 | 1,495 |
| Total\tcurrent\tliabilities | 8,939 | 7,952 |
| Long-term\tdebt,\tless\tcurrent\tportion | 30,178 | 29,828 |
| Deferred\tincome\ttaxes | 26,982 | 26,880 |
| Other\tnoncurrent\tliabilities | 6,171 | 7,167 |
| Minority\tinterest | 297 | 250 |
| Commitments\tand\tcontingencies\t(Note\t15) |  |  |
| Stockholders'\tequity |  |  |
| Preferred\tstock—authorized,\t20,000,000\tshares;\tissued,\tzero | — | — |
| 2,419,025,659;\toutstanding,\t2,060,982,734\tand\t2,053,564,909 | 24 | 24 |
| 1,018,960,463;\toutstanding,\t810,211,190\tand\t948,025,699 | 9 | 10 |
|  | — | — |
| Additional\tpaid-in\tcapital | 40,620 | 41,688 |
| Retained\tearnings | 7,427 | 7,191 |
| Treasury\tstock,\t365,460,750\tClass\tA\tcommon\tshares\tand\t70,934,764\tClass\tA\tSpecial\tcommon\tshares | (7,517) | (7,517) |
| Accumulated\tother\tcomprehensive\tincome\t(loss) | (113) | (56) |
| Total\tstockholders'\tequity | 40,450 | 41,340 |
| Total\tliabilities\tand\tstockholders'\tequity | $\t113,017 | $\t113,417 |

See	notes	to	consolidated	financial	statements.

# Consolidated	Statement	of	Operations

| Year	ended	December	31	(in	millions,	except	per	share	data) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Revenue | $\t34,256 | $\t30,895 | $\t24,966 |
| Costs\tand\tExpenses: |  |  |  |
| Operating\t(excluding\tdepreciation\tand\tamortization) | 13,472 | 12,169 | 9,819 |
| Selling,\tgeneral\tand\tadministrative | 7,652 | 6,940 | 5,705 |
| Depreciation | 5,457 | 5,107 | 3,828 |
| Amortization | 943 | 1,101 | 995 |
|  | 27,524 | 25,317 | 20,347 |
| Operating\tincome | 6,732 | 5,578 | 4,619 |
| Other\tIncome\t(Expense): |  |  |  |
| Interest\texpense | (2,439) | (2,289) | (2,064) |
| Investment\tincome\t(loss),\tnet | 89 | 601 | 990 |
| Equity\tin\tnet\tincome\t(losses)\tof\taffiliates,\tnet | (39) | (63) | (65) |
| Other\tincome\t(expense) | (285) | 522 | 114 |
|  | (2,674) | (1,229) | (1,025) |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tminority\tinterest | 4,058 | 4,349 | 3,594 |
| Income\ttax\texpense | (1,533) | (1,800) | (1,347) |
| Income\tfrom\tcontinuing\toperations\tbefore\tminority\tinterest | 2,525 | 2,549 | 2,247 |
| Minority\tinterest | 22 | 38 | (12) |
| Income\tfrom\tcontinuing\toperations | 2,547 | 2,587 | 2,235 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | — | — | 103 |
| Gain\ton\tdiscontinued\toperations,\tnet\tof\ttax | — | — | 195 |
| Net\tincome | $2,547 | $2,587 | $2,533 |
| Basic\tearnings\tper\tcommon\tshare |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.87 | $0.84 | $0.71 |
| Income\tfrom\tdiscontinued\toperations | — | — | 0.03 |
| Gain\ton\tdiscontinued\toperations | — | — | 0.06 |
| Net\tincome | $0.87 | $0.84 | $0.80 |
| Diluted\tearnings\tper\tcommon\tshare |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.86 | $0.83 | $0.70 |
| Income\tfrom\tdiscontinued\toperations | — | — | 0.03 |
| Gain\ton\tdiscontinued\toperations | — | — | 0.06 |
| Net\tincome | $0.86 | $0.83 | $0.79 |
| Dividends\tdeclared\tper\tcommon\tshare | $0.25 | $— | $— |

# Consolidated	Statement	of	Cash	Flows

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Operating\tActivities |  |  |  |
| Net\tincome | $ \t2,547 | $\t2,587 | $\t2,533 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tprovided\tby\t(used\tin)\toperating\tactivities: |  |  |  |
| Depreciation | 5,457 | 5,107 | 3,828 |
| Amortization | 943 | 1,101 | 995 |
| Depreciation\tand\tamortization\tof\tdiscontinued\toperations | — | — | 139 |
| Share-based\tcompensation | 258 | 212 | 190 |
| Noncash\tinterest\texpense\t(income),\tnet | 209 | 114 | 99 |
| Equity\tin\tnet\tlosses\t(income)\tof\taffiliates,\tnet | 39 | 63 | 65 |
| (Gains)\tlosses\ton\tinvestments\tand\tnoncash\tother\t(income)\texpense,\tnet | 321 | (938) | (920) |
| Gain\ton\tdiscontinued\toperations | — | — | (736) |
| Noncash\tcontribution\texpense | — | 11 | 33 |
| Minority\tinterest | (22) | (38) | 12 |
| Deferred\tincome\ttaxes | 495 | 247 | 674 |
| Changes\tin\toperating\tassets\tand\tliabilities,\tnet\tof\teffects\tof\tacquisitions\tand\tdivestitures: |  |  |  |
| Change\tin\taccounts\treceivable,\tnet | 39 | (100) | (357) |
| Change\tin\taccounts\tpayable\tand\taccrued\texpenses\trelated\tto\ttrade\tcreditors | (38) | 175 | 560 |
| Change\tin\tother\toperating\tassets\tand\tliabilities | (17) | (352) | (497) |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | \t 10,231 | 8,189 | 6,618 |
| Financing\tActivities |  |  |  |
| Proceeds\tfrom\tborrowings | 3,535 | 3,713 | 7,497 |
| Retirements\tand\trepayments\tof\tdebt | (2,610) | (1,401) | (2,039) |
| Repurchases\tof\tcommon\tstock | (2,800) | (3,102) | (2,347) |
| Dividends\tpaid | (547) | — | — |
| Issuances\tof\tcommon\tstock | 53 | 412 | 410 |
| Other | (153) | 62 | 25 |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | (2,522) | (316) | 3,546 |
| Investing\tActivities |  |  |  |
| Capital\texpenditures | (5,750) | (6,158) | (4,395) |
| Cash\tpaid\tfor\tintangible\tassets | (527) | (406) | (306) |
| Acquisitions,\tnet\tof\tcash\tacquired | (738) | (1,319) | (5,110) |
| Proceeds\tfrom\tsales\tof\tinvestments | 737 | 1,761 | 2,720 |
| Purchases\tof\tinvestments | (1,167) | (2,089) | (2,812) |
| Other | (32) | 62 | 31 |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | (7,477) | (8,149) | (9,872) |
| Increase\t(decrease)\tin\tcash\tand\tcash\tequivalents | 232 | (276) | 292 |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tyear | 963 | 1,239 | 947 |
| Cash\tand\tcash\tequivalents,\tend\tof\tyear | $1,195 | $963 | $1,239 |

# Consolidated	Statement	of	Stockholders'	Equity

|  |  | Common	Stock	Class | Common	Stock	Class | Common	Stock	Class |  |  |  |  |  | Accumulated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Shares |  | Amount | Amount | Amount |  |  | Treasury | Other |  |
|  |  | A |  |  | A |  | Additional | Retained | Stock | Comprehensive |  |
| (in\tmillions) | A | Special | B | A | Special | B | Capital | Earnings | at\tCost | Income\t(Loss) | Total |
| Balance,\tJanuary\t1,\t2006 | 2,045 | 1,153 | 9 | $24 | $12 | $— | $42,989 | $4,825 | $(7,517) | $(114) | $40,219 |
| Stock\tcompensation\tplans | 13 | 10 |  |  |  |  | 604 | (33) |  |  | 571 |
| Repurchase\tand\tretirement\tof\tcommon\tstock |  | (113) |  |  | (1) |  | (1,235) | (1,111) |  |  | (2,347) |
| Employee\tstock\tpurchase\tplan | 2 |  |  |  |  |  | 43 |  |  |  | 43 |
| Other\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | 148 | 148 |
| Net\tincome |  |  |  |  |  |  |  | 2,533 |  |  | 2,533 |
| Balance,\tDecember\t31,\t2006 | 2,060 | 1,050 | 9 | \t 24 | 11 | \t — | \t 42,401 | 6,214 | (7,517) | 34 | \t 41,167 |
| Cumulative\teffect\trelated\tto\tthe\tadoption\tof\tFIN |  |  |  |  |  |  |  |  |  |  |  |
| 48\ton\tJanuary\t1,\t2007 |  |  |  |  |  |  |  | 60 |  |  | 60 |
| Stock\tcompensation\tplans | 17 | 6 |  |  |  |  | 688 | (28) |  |  | 660 |
| Repurchase\tand\tretirement\tof\tcommon\tstock | (25) | (108) |  |  | (1) |  | (1,459) | (1,642) |  |  | (3,102) |
| Employee\tstock\tpurchase\tplan | 2 |  |  |  |  |  | 58 |  |  |  | 58 |
| Other\tcomprehensive\tloss |  |  |  |  |  |  |  |  |  | (90) | (90) |
| Net\tincome |  |  |  |  |  |  |  | 2,587 |  |  | 2,587 |
| Balance,\tDecember\t31,\t2007 | 2,054 | 948 | 9 | \t 24 | 10 | \t — | \t 41,688 | 7,191 | (7,517) | (56) | \t 41,340 |
| Cumulative\teffect\trelated\tto\tthe\tadoption\tof |  |  |  |  |  |  |  |  |  |  |  |
| EITF\t06-10\ton\tJanuary\t1,\t2008 |  |  |  |  |  |  |  | (132) |  |  | (132) |
| Stock\tcompensation\tplans | 4 | 3 |  |  |  |  | 265 | (49) |  |  | 216 |
| Repurchase\tand\tretirement\tof\tcommon\tstock | (20) | (121) |  |  | (1) |  | (1,562) | (1,237) |  |  | (2,800) |
| Employee\tstock\tpurchase\tplan | 3 |  |  |  |  |  | 63 |  |  |  | 63 |
| Other\tcomprehensive\tloss |  |  |  |  |  |  |  |  |  | (57) | (57) |
| Share\texchange | 20 | (20) |  |  |  |  | 166 | (166) |  |  | — |
| Dividend\tdeclared\t(per\tcommon\tshare\t$0.25) |  |  |  |  |  |  |  | (727) |  |  | (727) |
| Net\tincome |  |  |  |  |  |  |  | 2,547 |  |  | 2,547 |
| Balance,\tDecember\t31,\t2008 | 2,061 | 810 | 9 | $24 | $9 | $— | $40,620 | $7,427 | $(7,517) | $(113) | $40,450 |

# Notes	to	Consolidated	Financial	Statements

# Note	1:	Organization	and	Business

We	are	a	Pennsylvania	corporation	and	were	incorporated	in	December 2001.	 Through	 our	 predecessors,	 we	 have	 developed,	 managed	 and operated	cable	systems	since	1963.	We	classify	our	operations	in	two reportable	segments:	Cable	and	Programming.

Our	 Cable	 segment	 is	 primarily	 involved	 in	 the	 management	 and operation	 of	 cable	 systems	 in	 the	 United	 States.	As	 of	 December	 31, 2008,	we	served	approximately	24.2	million	video	customers,	14.9	million high-speed	 Internet	 customers	 and	 6.5	 million	 phone	 customers.	 Our regional	sports	networks	are	also	included	in	our	Cable	segment.

Our	 Programming	 segment	 operates	 our	 consolidated	 national programming	 networks,	 including	 E!,	 Golf	 Channel,	 VERSUS,	 G4	 and Style.

Our	other	businesses	consist	primarily	of	Comcast	Interactive	Media	and Comcast	Spectacor.	Comcast	Interactive	Media	develops	and	operates Comcast's	 Internet	 businesses,	 including	 Comcast.net,	 Fancast, thePlatform,	Fandango,	Plaxo	and	DailyCandy.	Comcast	Spectacor	owns two	 professional	 sports	 teams	 and	 two	 large,	 multipurpose	 arenas	 in Philadelphia,	and	manages	other	facilities	for	sporting	events,	concerts and	 other	 events.	 We	 	 also	 own	 equity	 method	 investments	 in	 other programming	networks	and	wireless-related	companies.

# Note	2:	Summary	of	Significant	Accounting	Policies

# Basis	of	Consolidation

The	accompanying	consolidated	financial	statements	include	(i)	all	of	our accounts,	(ii)	all	entities	 in	which	we	have	a	controlling	voting	 interest ("subsidiaries")	and	(iii)	variable	interest	entities	("VIEs")	required	to	be consolidated	in	accordance	with	generally	accepted	accounting	principles in	 the	 United	 States	 ("GAAP").	 We	 have	 eliminated	 all	 significant intercompany	accounts	and	transactions	among	consolidated	entities.

# Our	Use	of	Estimates

We	 prepare	 our	 consolidated	 financial	 statements	 in	 conformity	 with GAAP,	which	requires	us	to	make	estimates	and	assumptions	that	affect the	reported	amounts	and	disclosures.	Actual	results	could	differ	 from those	estimates.	Estimates	are	used	when	accounting	for	various	items, such	 as	 allowances	 for	 doubtful	 accounts,	 investments,	 derivative financial	 instruments,	 asset	 impairments,	 nonmonetary	 transactions, certain	 acquisition-related	 liabilities,	 programming-related liabilities, pensions	 and	 other	 postretirement	 benefits,	 revenue	 recognition, depreciation	 and	 amortization,	 income	 taxes,	 and	 legal	 contingencies. See	Note	8	for	our	discussion	on	fair	value	estimates.

# Cash	Equivalents

The	 carrying	 amounts	 of	 our	 cash	 equivalents	 approximate	 their	 fair value.	Our	cash	equivalents	consist	primarily	of	money	market	funds	and U.S.	 government	 obligations,	 as	 well	 as	 commercial	 paper	 and certificates	 of	 deposit	 with	 maturities	 of	 less	 than	 three	 months	 when purchased.

# Investments

We	classify	unrestricted,	publicly	traded	investments	as	available-for-sale ("AFS")	 or	 trading	 securities	 and	 record	 them	 at	 fair	 value.	 For	 AFS securities,	we	record	unrealized	gains	or	losses	resulting	from	changes	in fair	 value	 between	 measurement	 dates	 as	 a	 component	 of	 other comprehensive	income	(loss),	except	when	we	consider	declines	in	value to	be	other	than	temporary.	For	trading	securities,	we	record	unrealized gains	 or	 losses	 resulting	 from	 changes	 in	 fair	 value	 between measurement	dates	as	a	component	of	investment	income	(loss),	net.	We recognize	 realized	 gains	 and	 losses	 associated	 with	 our	 fair	 value method	 investments	 using	 the	 specific	 identification	 method.	 Effective with	 the	 adoption	 of	 Statement	 of	 Financial	 Accounting	 Standards ("SFAS")	 No.	 159,	 "The	 Fair	 Value	 Option	 for	 Financial	 Assets	 and Financial	Liabilities,"	("SFAS	No.	159"),	we	classify	the	cash	flows	related to	purchases	of	and	proceeds	from	the	sale	of	trading	securities	based	on the	nature	of	the	securities	and	purpose	for	which	they	were	acquired (see	Note	3).

We	use	the	equity	method	to	account	for	investments	in	which	we	have the	ability	to	exercise	significant	influence	over	the	investee's	operating and	financial	policies.	Equity	method	investments	are	recorded	at	cost and	are	adjusted	to	recognize	(i)	our	proportionate	share	of	the	investee's net	 income	 or	 losses	 after	 the	 date	 of	 investment,	 (ii)	 amortization	 of basis	 differences,	 (iii)	 additional	 contributions	 made	 and	 dividends received,	 and	 (iv)	 impairments	 resulting	 from	 other-than-temporary declines	in	fair	value.	We	generally	record	our	share	of	the	investee's	net income	or	loss	one	quarter	in	arrears	due	to	the	timing	of	our	receipt	of such	 information.	 Gains	 or	 losses	 on	 the	 sale	 of	 equity	 method investments	are	recorded	in	other	income	(expense).

Restricted,	publicly	traded	investments	and	investments	in	privately	held companies	are	stated	at	cost	and	adjusted	for	any	known	decrease	in value.

We	review	our	 investment	portfolio	each	reporting	period	 to	determine whether	there	are	identified	events	or	circumstances	that	would	indicate there	is	a	decline	in	the	fair	value	that	is	considered	to	be	other	than temporary.	 For	 our	 non-public	 investments,	 if	 there	 are	 no	 identified events	or	circumstances	that	would	have	a	significant	adverse	effect	on the	fair	value	of	the	investment,	then	the	fair	value	is	not	estimated.	If	an investment	 is	 deemed	 to	 have	 experienced	 an	 other-than-temporary decline	 below	 its	 cost	 basis,	 we	 reduce	 the	 carrying	 amount	 of	 the investment	 to	 its	 quoted	 or	 estimated	 fair	 value,	 as	 applicable,	 and establish	a	new	cost	basis	for	the	invest-

ment.	 For	 our	 AFS	 and	 cost	 method	 investments,	 we	 charge	 the impairment	 to	 investment	 income	 (loss),	 net.	 For	 our	 equity	 method investments,	the	impairment	is	recorded	to	other	income	(expense)	(see Note	6).

If	 a	 consolidated	 entity	 or	 equity	 method	 investee	 issues	 additional securities	that	change	our	proportionate	share	of	the	entity,	we	recognize the	change	as	a	gain	or	loss	in	our	consolidated	statement	of	operations. In	cases	where	gain	realization	 is	not	assured,	we	 record	 the	 gain	 to additional	paid-in	capital.

# Property	and	Equipment

Property	and	equipment	are	stated	at	cost.	We	capitalize	improvements that	 extend	 asset	 lives	 and	 expense	 other	 repairs	 and	 maintenance charges	as	incurred.	For	assets	that	are	sold	or	retired,	we	remove	the applicable	 cost	 and	 accumulated	 depreciation	 and,	 unless	 the	 gain	 or loss	 on	 disposition	 is	 presented	 separately,	 we	 recognize	 it	 as	 a component	of	depreciation	expense.

We	 capitalize	 the	 costs	 associated	 with	 the	 construction	 of	 our	 cable transmission	 and	 distribution	 facilities	 and	 new	 service	 installations. Costs	include	all	direct	labor	and	materials,	as	well	as	various	indirect costs.	We	capitalize	initial	customer	installation	costs	directly	attributable to	installation	of	the	drop,	including	material,	labor	and	overhead	cost,	in accordance	with	SFAS	No.	51,	"Financial	Reporting	by	Cable	Television Companies."	All	 costs	 incurred	 in	 connection	 with	 subsequent	 service disconnects	and	reconnects	are	expensed	as	they	are	incurred.

We	 record	 depreciation	 using	 the	 straight-line	 method	 over	 estimated useful	lives.	Our	significant	components	of	property	and	equipment	are	as follows:

| December	31	(in	millions) | Original	Useful	Life | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
| Cable\ttransmission |  |  |  |
| equipment\tand |  |  |  |
| distribution\tfacilities | 12\tyears | $ 15,660 | $ 14,978 |
| Customer\tpremises |  |  |  |
| equipment | 6\tyears | 17,788 | 15,373 |
| Scalable\tinfrastructure | 6\tyears | 5,776 | 5,179 |
| Support\tcapital | 5\tyears | 5,820 | 5,521 |
| Buildings\tand\tbuilding |  |  |  |
| improvements | 20\tyears | 1,874 | 1,667 |
| Land | – | 205 | 202 |
| Other | 8\tyears | 556 | 512 |
| Property\tand |  |  |  |
| equipment,\tat\tcost |  | 47,679 | 43,432 |
| Less:\tAccumulated |  |  |  |
| depreciation |  | (23,235) | (19,808) |
| Property\tand |  |  |  |
| equipment,\tnet |  | $ 24,444 | $ 23,624 |

We	evaluate	the	recoverability	and	estimated	lives	of	our	property	and equipment	whenever	events	or	changes	in	circumstances	indicate	that the	 carrying	 amount	 may	 not	 be	 recoverable	 or	 the	 useful	 life	 has changed.	The	evaluation	is	based	on	the	cash	flows	generated	by	the underlying	assets	and	profitability	information,	including	estimated	future operating	results,	trends	or	other	determinants	of	fair	value.	If	the	total	of the	 expected	 future	 undiscounted	 cash	 flows	 is	 less	 than	 the	 carrying amount	 of	 the	 asset,	 we	 would	 recognize	 a	 loss	 for	 the	 difference between	 the	 estimated	 fair	 value	 and	 the	 carrying	 value	 of	 the	 asset. Unless	 presented	 separately,	 the	 loss	 is	 included	 as	 a	 component	 of depreciation	expense.

# Intangible	Assets

# Indefinite-Lived	Intangibles

# Franchise	Rights

Our	franchise	rights	consist	of	cable	franchise	rights	and	sports	franchise rights.	 Cable	 franchise	 rights	 represent	 the	 value	 attributed	 to agreements	with	 local	authorities	 that	allow	access	 to	homes	 in	cable service	areas	acquired	in	business	combinations.	Sports	franchise	rights represent	the	value	we	attribute	to	our	professional	sports	teams.	We	do not	amortize	cable	franchise	rights	or	sports	franchise	rights	because	we have	 determined	 that	 they	 have	 an	 indefinite	 life.	 We	 reassess	 this determination	 periodically	 for	 each	 franchise	 based	 on	 the	 factors included	 in	 SFAS	 No.	 142,	 "Goodwill	 and	 Other	 Intangible	 Assets," ("SFAS	 No.	 142").	 Costs	 we	 incur	 in	 negotiating	 and	 renewing	 cable franchise	 agreements	 are	 included	 in	 other	 intangible	 assets	 and	 are primarily	amortized	on	a	straight-line	basis	over	the	term	of	the	franchise renewal	period.

We	evaluate	the	recoverability	of	our	franchise	rights	annually,	or	more frequently	 whenever	 events	 or	 changes	 in	 circumstances	 indicate	 that the	assets	might	be	impaired.	We	estimate	the	fair	value	of	our	cable franchise	rights	primarily	based	on	a	discounted	cash	flow	analysis.	We also	 consider	 multiples	 of	 operating	 income	 before	 depreciation	 and amortization	 generated	 by	 the	 underlying	 assets,	 current	 market transactions,	 and	 profitability	 information	 in	 analyzing	 the	 fair	 values indicated	 under	 the	 discounted	 cash	 flow	 models.	 If	 the	 value	 of	 our cable	 franchise	 rights	 is	 less	 than	 the	 carrying	 amount,	 we	 would recognize	an	 impairment	 for	 the	difference	between	 the	estimated	 fair value	 and	 the	 carrying	 value	 of	 the	 assets.	 We	 evaluate	 the	 unit	 of account	 used	 to	 test	 for	 impairment	 of	 our	 cable	 franchise	 rights periodically	to	ensure	testing	is	performed	at	an	appropriate	level.	In	July 2008,	 our	 Cable	 division	 management	 structure	 was	 reorganized	 from five	divisions	to	four.	Our	impairment	testing	as	of	July	1,	2008	confirmed that	no	impairment	existed	before	the	change.

# Goodwill

Goodwill	is	the	excess	of	the	acquisition	cost	of	an	acquired	entity	over the	fair	value	of	the	identifiable	net	assets	acquired.	In	accordance	with SFAS	No.	142,	we	do	not	amortize	goodwill.

We	assess	the	recoverability	of	our	goodwill	annually,	or	more	frequently whenever	 events	 or	 changes	 in	 circumstances	 indicate	 that	 the	 asset might	be	impaired.	We	generally	perform	the	assessment	of	our	goodwill one	 level	 below	 the	 operating	 segment	 level.	 In	 our	 Cable	 business, since	components	one	level	below	the	segment	level	(Cable	divisions) are	 not	 separate	 reporting	 units	 and	 have	 similar	 economic characteristics,	we	aggregate	the	components	into	one	reporting	unit	at the	Cable	segment	level.

Since	 the	 adoption	 of	 SFAS	 No. 142,	 we have	 performed	 annual impairment	 testing	 of	 our	 indefinite-lived	 intangibles,	 including	 cable franchise	rights,	sports	franchise	rights	and	goodwill,	using	April	1	as	the measurement	date.	In	2008,	we	changed	the	timing	of	our	financial	and strategic	 planning	 process,	 including	 the	 preparation	 of	 long-term projections,	from	completion	in	the	early	part	of	each	calendar	year	to	a midyear	completion.	These	 long-term	 financial	projections	are	used	as the	basis	for	performing	our	annual	impairment	testing.	As	a	result,	we have	changed	our	measurement	date	from	April	1	to	July	1.	We	tested our	 indefinite-lived	 intangibles	 for	 impairment	 as	 of	April	 1,	 2008	 and July	1,	2008,	and	no	impairments	were	indicated	as	of	either	date.	Since the	 adoption	 of	 SFAS	 No.	 142	 in	 2002,	 we	 have	 not	 recorded	 any significant	impairments	as	a	result	of	our	impairment	testing.	We	believe changing	the	measurement	date	to	coincide	with	the	completion	of	our long-term	 financial	projections	 is	preferable	and	does	not	result	 in	 the delay,	acceleration	or	avoidance	of	an	impairment.

# Other	Intangibles

Other	 intangible	 assets	 consist	 primarily	 of	 franchise-related	 customer relationships	 acquired	 in	 business	 combinations,	 programming distribution	 rights,	 software,	 cable	 franchise	 renewal	 costs,	 and programming	agreements	and	rights.	We	record	these	costs	as	assets and	amortize	them	on	a	straight-line	basis	over	the	term	of	the	related agreements	or	estimated	useful	life.	See	Note	7	for	the	ranges	of	useful lives	of	our	intangible	assets.

# Programming	Distribution	Rights

Our	Programming	subsidiaries	enter	into	multiyear	license	agreements with	 various	 multichannel	 video	 providers	 for	 distribution	 of	 their programming	("distribution	rights").	We	capitalize	amounts	paid	to	secure or	extend	these	distribution	rights	and	include	them	within	other	intangible assets.	We	amortize	these	distribution	rights	on	a	straight-line	basis	over the	term	of	the	related	license	agreements.	We	classify	the	amortization of	 these	 distribution	 rights	 as	 a	 reduction	 of	 revenue	 unless	 the Programming	subsidiary	receives,	or	will	receive,	an	identifiable	benefit from	the	distributor	separate	from	the	fee	paid	for	the	distribution	right,	in which	case	we	recognize	 the	 fair	value	of	 the	 identified	benefit	as	an operating	expense	in	the	period	in	which	it	was	received.

# Software

We	 capitalize	 direct	 development	 costs	 associated	 with	 internal-use software,	 including	 external	 direct	 costs	 of	 material	 and	 services	 and payroll	costs	for	employees	devoting	time	to	these	software	projects.	We also	capitalize	costs	associated	with	the	purchase	of	software	licenses. We	include	these	costs	within	other	intangible	assets	and	amortize	them on	a	straight-line	basis	over	a	period	not	to	exceed	5	years,	beginning when	the	asset	is	substantially	ready	for	use.	We	expense	maintenance and	training	costs,	as	well	as	costs	incurred	during	the	preliminary	stage of	a	project,	as	they	are	incurred.	We	capitalize	initial	operating	system software	 costs	 and	 amortize	 them	 over	 the	 life	 of	 the	 associated hardware.

We	 periodically	 evaluate	 the	 recoverability	 and	 estimated	 lives	 of	 our intangible	assets	subject	to	amortization	whenever	events	or	changes	in circumstances	indicate	that	the	carrying	amount	may	not	be	recoverable or	the	useful	life	has	changed.	The	evaluation	is	based	on	the	cash	flows generated	by	the	underlying	assets	and	profitability	information,	including estimated	 future	operating	results,	 trends	or	other	determinants	of	 fair value.	If	the	total	of	the	expected	future	undiscounted	cash	flows	is	less than	the	carrying	amount	of	the	asset,	we	would	recognize	a	loss	for	the difference	between	the	estimated	fair	value	and	the	carrying	value	of	the asset.	 Unless	 presented	 separately,	 the	 loss	 would	 be	 included	 as	 a component	of	amortization	expense.

# Asset	Retirement	Obligations

SFAS	 No. 143, "Accounting	 for	 Asset	 Retirement	 Obligations,"	 as interpreted	 by	 Financial	 Accounting	 Standards	 Board	 ("FASB") Interpretation	 ("FIN")	 No. 47, "Accounting	 for	 Conditional	 Asset Retirement	Obligations	—	an	Interpretation	of	FASB	Statement	No.	143," requires	that	a	liability	be	recognized	for	an	asset	retirement	obligation	in the	period	in	which	it	is	incurred	if	a	reasonable	estimate	of	fair	value	can be	made.

Certain	 of	 our	 franchise	 and	 lease	 agreements	 contain	 provisions requiring	us	to	restore	facilities	or	remove	property	in	the	event	that	the franchise	or	lease	agreement	is	not	renewed.	We	expect	to	continually renew	 our	 franchise	 agreements	 and	 therefore	 cannot	 estimate	 any liabilities	 associated	 with	 such	 agreements.	A	 remote	 possibility	 exists that	 franchise	 agreements	 could	 terminate	 unexpectedly,	 which	 could result	in	us	incurring	significant	expense	in	complying	with	restoration	or removal	provisions.	The	disposal	obligations	related	to	our	properties	are not	material	to	our	consolidated	financial	statements.	No	such	liabilities have	been	recorded	in	our	consolidated	financial	statements.

# Revenue	Recognition

Our	 Cable	 segment	 revenue	 is	 primarily	 derived	 from	 customer	 fees received	for	our	video,	high-speed	Internet	and	phone	services	("cable services")	 and	 from	 advertising.	 We	 recognize	 revenue	 from	 cable services	as	the	service	is	provided.	We	manage	credit	risk	by	screening applicants	through	the	use	of	credit	bureau	data.	If	a	customer's	account is	delinquent,	various	measures	are	used	to	collect	outstanding	amounts, including	termination	of	the	customer's	cable	service.	Installation	revenue obtained	from	the	connection	of	customers	to	our	cable	systems	is	less than	related	direct	selling	costs.	Therefore,	such	revenue	is	recognized as	connections	are	completed.	We	recognize	advertising	revenue	when the	advertising	is	aired	and	based	on	the	broadcast	calendar.	Revenue earned	from	other	sources	is	recognized	when	services	are	provided	or events	 occur.	 Under	 the	 terms	 of	 our	 franchise	 agreements,	 we	 are generally	 required	 to	 pay	 to	 the	 local	 franchising	 authority	 an	 amount based	on	our	gross	video	revenue.	We	normally	pass	these	fees	through to	our	cable	customers	and	classify	the	fees	as	a	component	of	revenue with	 the	 corresponding	 costs	 included	 in	 operating	 expenses.	 Prior	 to 2008,	 the	 corresponding	 costs	 were	 included	 in	 selling,	 general	 and administrative	 expenses.	 For	 2007	 and	 2006,	 we	 reclassified approximately	$863	million	and	$788	million,	respectively,	from	selling, general	and	administrative	expenses	to	operating	expenses.	The	2008 amount	is	approximately	$933	million.	We	believe	such	classification	is more	appropriate	based	on	the	nature	of	these	expenses.	We	present other	taxes	imposed	on	a	revenue-producing	transaction	as	revenue	if we	are	acting	as	a	principal	or	as	a	reduction	to	operating	expenses	if	we are	acting	as	an	agent.

Our	 Programming	 segment	 recognizes	 revenue	 from	 distributors	 as programming	 is	 provided,	 generally	 under	 multiyear	 distribution agreements.	 From	 time	 to	 time	 these	 agreements	 expire	 while programming	continues	to	be	provided	to	the	operator	based	on	interim arrangements	while	the	parties	negotiate	new	contract	terms.	Revenue recognition	is	generally	limited	to	current	payments	being	made	by	the operator,	typically	under	the	prior	contract	terms,	until	a	new	contract	is negotiated,	 sometimes	 with	 effective	 dates	 that	 affect	 prior	 periods. Differences	 between	 actual	 amounts	 determined	 upon	 resolution	 of negotiations	and	amounts	recorded	during	 these	 interim	arrangements are	recorded	in	the	period	of	resolution.

Advertising	revenue	for	our	Programming	segment	is	recognized	in	the period	in	which	commercials	or	programs	are	aired.	In	some	instances, our	 Programming	 businesses	 guarantee	 viewer	 ratings	 either	 for	 the programming	or	for	the	commercials.	Revenue	is	deferred	to	the	extent of	 an	 estimated	 shortfall	 in	 the	 ratings.	 Such	 shortfalls	 are	 primarily settled	 by	 providing	 additional	 advertising	 time,	 at	 which	 point	 the revenue	is	recognized.

# Cable	Programming	Expenses

Cable	 programming	 expenses	 are	 the	 fees	 we	 pay to	 programming networks	to	license	the	programming	we	package,	offer	and

distribute	 to	 our	 video	 customers.	 Programming	 is	 acquired	 for distribution	to	our	video	customers,	generally	under	multiyear	distribution agreements,	with	rates	typically	based	on	the	number	of	customers	that receive	the	programming,	adjusted	for	channel	positioning	and	the	extent of	distribution.	From	time	to	time	these	contracts	expire	and	programming continues	 to	 be	 provided	 based	 on	 interim	 arrangements	 while	 the parties	negotiate	new	contractual	terms,	sometimes	with	effective	dates that	affect	prior	periods.	While	payments	are	typically	made	under	 the prior	contract	terms,	the	amount	of	our	programming	expenses	recorded during	 these	 interim	 arrangements	 is	 based	 on	 our	 estimates	 of	 the ultimate	 contractual	 terms	 expected	 to	 be	 negotiated.	 Differences between	actual	amounts	determined	upon	resolution	of	negotiations	and amounts	recorded	during	these	interim	arrangements	are	recorded	in	the period	of	resolution.

When	 our	 Cable	 segment	 receives	 incentives	 from	 programming networks	for	the	licensing	of	their	programming,	we	classify	the	deferred portion	of	these	fees	within	liabilities	and	recognize	them	over	the	term	of the	contract	as	a	reduction	of	programming	expenses,	which	are	included in	operating	expenses.

# Share-Based	Compensation

Effective	January	1,	2006,	we	adopted	SFAS	No.	123R,	"Share-Based Payment,"	("SFAS	No.	123R"),	using	the	Modified	Prospective	Approach. Under	the	Modified	Prospective	Approach,	the	amount	of	compensation cost	 recognized	 includes	 (i)	 compensation	 cost	 for	 all	 share-based payments	granted	before	but	not	yet	vested	as	of	January	1,	2006,	based on	the	grant	date	fair	value	estimated	in	accordance	with	SFAS	No.	123, "Accounting	 for	 Stock-Based	 Compensation,"	 ("SFAS	 No.	 123"),	 and (ii)	compensation	cost	for	all	share-based	payments	granted	or	modified after	January	1,	2006,	based	on	the	estimated	fair	value	at	the	date	of grant	 or	 subsequent	 modification	 date	 in	 accordance	 with	 SFAS No.	 123R.	See	 Note 12 for	 further	 details	 regarding	 share-based compensation.

Our	provision	for	income	taxes	is	based	on	our	current	period	income, changes	in	deferred	income	tax	assets	and	liabilities,	income	tax	rates, changes	 in	 estimates	 of	 our	 uncertain	 tax	 positions,	 and	 tax	 planning opportunities	 available	 in	 the	 jurisdictions	 in	 which	 we	 operate. Substantially	all	of	our	income	is	from	operations	in	the	United	States. We	 recognize	 deferred	 tax	 assets	 and	 liabilities	 when	 there	 are temporary	differences	between	the	financial	reporting	basis	and	tax	basis of	our	assets	and	 liabilities	and	 for	 the	expected	benefits	of	using	net operating	 loss	 carryforwards.	 When	 changes	 in	 tax	 rates	 or	 tax	 laws have	an	impact	on	deferred	taxes,	we	apply	the	change	during	the	years in	which	temporary	differences	are	expected	to	reverse.	These	amounts are	 recorded	 in	 our	 consolidated	 financial	 statements	 in	 the	 period	 of enactment.

On	January	1,	2007,	we	adopted	FIN	48,	"Accounting	for	Uncertainty	in Income	Taxes	—	an	Interpretation	of	FASB	Statement	No.	109,"	("FIN 48").	 FIN	 48	 prescribes	 the	 recognition	 threshold	 and	 measurement attribute	 for	 the	 financial	 statement	 recognition	 and	 measurement	 of uncertain	tax	positions	taken	or	expected	to	be	taken	in	a	tax	return.

We	 account	 for	 income	 tax	 uncertainties	 that	 arise	 in	 connection	 with business	 combinations	 and	 those	 that	 are	 associated	 with	 entities acquired	in	business	combinations	in	accordance	with	Emerging	Issues Task	 Force	 ("EITF")	 Issue	 No.	 93-7,	 "Uncertainties	 Related	 to	 Income Taxes	in	a	Purchase	Business	Combination,"	("EITF	93-7").	Deferred	tax assets	 and	 liabilities	 are	 recorded	 as	 of	 the	 date	 of	 a	 business combination	and	are	based	on	our	estimate	of	the	ultimate	tax	basis	that will	 be	 accepted	 by	 the	 various	 taxing	 authorities.	 Liabilities	 for contingencies	associated	with	prior	tax	returns	filed	by	the	acquired	entity are	recorded	based	on	criteria	set	forth	in	FIN	48.	We	adjust	the	deferred tax	 accounts	 and	 the	 liabilities	 periodically	 to	 reflect	 any	 revised estimated	 tax	 basis	 and	 any	 estimated	 settlements	 with	 the	 various taxing	authorities.	The	effect	of	these	adjustments	is	generally	applied	to goodwill	except	for	post-acquisition	interest	expense,	which	is	recognized as	an	adjustment	to	income	tax	expense.	Effective	with	the	adoption	on January	 1,	 2009	 of	 SFAS	 No.	 141R,	 "Business	 Combinations	 —	 a replacement	 of	 FASB	 Statement	 No.	 141,"	 ("SFAS	 No.	 141R"),	 which also	supersedes	EITF	93-7,	all	 tax	adjustments	recognized	 that	would have	impacted	goodwill	will	be	recognized	within	income	tax	expense.

We	classify	interest	and	penalties,	if	any,	associated	with	our	uncertain tax	positions	as	a	component	of	income	tax	expense.

# Derivative	Financial	Instruments

We	use	derivative	financial	instruments	to	manage	our	exposure	to	the risks	associated	with	fluctuations	in	interest	rates	and	equity	prices.	All derivative	transactions	must	comply	with	a	derivatives	policy	authorized by	 our	 Board	 of	 Directors.	 We	 do	 not	 engage	 in	 any	 speculative	 or leveraged	derivative	transactions.

We	 manage	 our	 exposure	 to	 fluctuations in interest	 rates	 by	 using derivative	 financial	 instruments	 such	 as	 interest	 rate	 exchange agreements	("swaps")	and	 interest	rate	 lock	agreements	("rate	 locks"). We	sometimes	enter	into	rate	locks	to	hedge	the	risk	that	the	cash	flows related	 to	 the	 interest	 payments	 on	 an	 anticipated	 issuance	 or assumption	of	fixed-rate	debt	may	be	adversely	affected	by	interest-rate fluctuations.

We	manage	our	exposure	to	and	benefits	from	price	fluctuations	in	the common	 stock	 of	 some	 of	 our	 investments	 by	 using	 equity	 derivative financial	instruments	embedded	in	other	contracts	such	as	indexed	debt instruments	and	prepaid	forward	sale	agreements	whose	values,	in	part, are	 derived	 from	 the	 market	 value	 of	 certain	 publicly	 traded	 common stock.

We	periodically	examine	the	instruments	we	use	to	hedge	exposure	to interest	 rate	 and	 equity	 price	 risks	 to	 ensure	 that	 the	 instruments	 are matched	with	underlying	assets	or	liabilities,	to	reduce	our	risks	relating	to changes	in	interest	rates	or	equity	prices	and,	through	market	value	and sensitivity	analysis,	to	maintain	a	high	correlation	to	the	risk	inherent	in the	 hedged	 item.	 For	 those	 instruments	 that	 do	 not	 meet	 the	 above conditions,	and	for	those	derivative	instruments	that	are	not	designated as	a	hedge,	changes	in	fair	value	are	recognized	on	a	current	basis	in earnings.

For	derivative	instruments	designated	and	effective	as	fair	value	hedges, such	 as	 fixed	 to	 variable	 swaps,	 changes	 in	 the	 fair	 value	 of	 the derivative	instrument	substantially	offset	changes	in	the	fair	value	of	the hedged	item,	each	of	which	is	recorded	to	interest	expense.	When	fair value	hedges	are	terminated,	sold,	exercised	or	have	expired,	any	gain or	 loss	resulting	 from	changes	 in	 the	 fair	value	of	 the	hedged	 item	 is deferred	and	recognized	in	earnings	over	the	remaining	life	of	the	hedged item.	 When	 the	 hedged	 item	 is	 settled	 or	 sold,	 the	 unamortized adjustment	in	the	carrying	amount	of	the	hedged	item	is	recognized	in earnings.

For	 derivative	 instruments	 designated	 as	 cash	 flow	 hedges,	 such	 as variable	to	fixed	swaps	and	rate	locks,	the	effective	portion	of	the	hedge is	reported	in	other	comprehensive	income	(loss)	and	recognized	as	an adjustment	to	interest	expense	over	the	same	period	in	which	the	related interest	 costs	 are	 recognized	 in	 earnings.	 When	 hedged	 variable-rate debt	is	settled,	the	previously	deferred	effective	portion	of	the	hedge	is written	off	to	interest	expense	in	a	manner	similar	to	debt	extinguishment costs.

Equity	derivative	instruments	embedded	in	other	contracts	are	separated from	 their	 host	 contract.	 The	 derivative	 component	 is	 recorded	 at	 its estimated	fair	value	in	our	consolidated	balance	sheet	and	changes	in	its value	are	recorded	each	period	to	investment	income	(loss),	net.

# Reclassifications

Reclassifications	 have	 been	 made	 between	 operating	 expenses	 and selling,	 general	 and	 administrative	 expenses	 in	 the	 prior	 years' consolidated	 financial	 statements	 to	 conform	 to	 classifications	 used	 in 2008.

# Note	3:	Recent	Accounting	Pronouncements

In	November	2007,	the	FASB	issued	SFAS	No.	141R,	which	continues	to require	that	all	business	combinations	be	accounted	for	by	applying	the acquisition	 method.	 Under	 the	 acquisition	 method,	 the	 acquirer recognizes	and	measures	the	identifiable	assets	acquired,	the	liabilities assumed, and any contingent consideration and contractual contingencies,	as	a	whole,	at	their	fair	value	as	of	the	acquisition	date. Under	SFAS	No.	141R,	all	transaction	costs	are	expensed	as	incurred. SFAS	No.	141R	rescinds	EITF	93-7.	Under	EITF	93-7,	the	effect	of	any subsequent	adjustments	to	uncertain	tax	positions	was	generally	applied to	goodwill,	except	for	post-acquisition	interest	on	uncertain	tax	positions, which	was	recognized	as	an	adjustment	to	income	tax	expense.	Under SFAS	No.	141R,	all	subsequent	adjustments	to	income	tax	liabilities	and related	interest	that	would	have	impacted	goodwill	are	recognized	within income	 tax	expense.	The	guidance	 in	SFAS	No.	141R	will	be	applied prospectively	to	any	business	combination	for	which	the	acquisition	date is	on	or	after	January	1,	2009.

In	 September	 2006,	 the	 FASB	 issued	 SFAS	 No. 157, "Fair	 Value Measurements,"	 ("SFAS	 No.	 157").	 SFAS	 No.	 157	 defines	 fair	 value, establishes	a	framework	for	measuring	fair	value	and	expands	disclosure about	fair	value	measurements.	SFAS	No.	157	is	effective	for	financial assets	 and	 financial	 liabilities	 in	 fiscal	 years	 beginning after November 15, 2007	 and	 for	 nonfinancial	 assets	 and	 nonfinancial liabilities	 in	 fiscal	 years	 beginning	 after	 March 15, 2008.	 Effective January	1,	2008,	we	adopted	the	provisions	of	SFAS	No.	157	that	relate to	 our	 financial	 assets	 and	 financial	 liabilities.	 We	 are	 evaluating	 the impact	of	the	provisions	of	SFAS	No.	157	that	relate	to	our	nonfinancial assets	 and	 nonfinancial	 liabilities,	 which	 are	 effective	 for	 us	 as	 of January	 1,	 2009,	 and	 currently	 do	 not	 expect	 the	 adoption	 to	 have	 a material	impact	on	our	consolidated	financial	statements.	See	Note	8	for further	details	regarding	the	adoption	of	this	standard.

In	February	2007,	the	FASB	issued	SFAS	No.	159,	which	provides	the option	 to	 report	 certain	 financial	 assets	 and	 financial	 liabilities	 at	 fair value,	with	the	intent	to	mitigate	the	volatility	in	financial	reporting	that can	 occur	 when	 related	 assets	 and	 liabilities	 are	 each	 recorded	 on	 a different	 basis.	 SFAS	 No. 159 amends	 FASB	 Statement	 No. 95, "Statement	 of	 Cash	 Flows,"	 ("SFAS	 No. 95") and	 FASB	 Statement No. 115, "Accounting	 for	 Certain	 Investments	 in	 Debt	 and	 Equity Securities,"	("SFAS	No.	115").	SFAS	No.	159	specifies	that	cash	flows from	 trading	 securities,	 including	 securities	 for	 which	 an	 entity	 has elected	 the	 fair	 value	 option,	 should	 be	 classified	 in	 the	 statement	 of cash	flows	based	on	the	nature	of	and	purpose	for	which	the	securities were	acquired.	Before	this	amendment,	SFAS	No.	95	and	SFAS	No.	115 specified	 that	 cash	 flows	 from	 trading	 securities	 must	 be	 classified	 as cash	flows	from	operating	activities.	Effective	January	1,	2008,	we

adopted	SFAS	No.	159.	We	have	not	elected	the	fair	value	option	for	any financial	 assets	 or	 financial	 liabilities.	 Upon	 adoption,	 we	 reclassified $603	million	of	proceeds	 from	 the	sale	of	 trading	securities	within	our statement	of	cash	flows	for	the	year	ended	December	31,	2007	from	an operating	activity	to	an	investing	activity.	The	adoption	of	SFAS	No.	159 had	 no	 effect	 on	 our	 statement	 of	 cash	 flows	 for	 the	 year	 ended December	31,	2006.

In	November	2007,	 the	FASB	 issued	SFAS	No.	160,	"Accounting	and Reporting	of	Noncontrolling	Interest,"	("SFAS	No.	160").	SFAS	No.	160 requires	that	a	noncontrolling	interest	(previously	referred	to	as	a	minority interest)	be	separately	reported	in	the	equity	section	of	the	consolidated entity's	balance	sheet.	SFAS	No.	160	also	established	accounting	and reporting	 standards	 for	 (i)	 ownership	 interests	 in	 subsidiaries	 held	 by parties	other	than	the	parent,	(ii)	the	amount	of	consolidated	net	income attributable	to	the	parent	and	to	the	noncontrolling	interest,	(iii)	changes in	 a	 parent's	 ownership	 interest	 and	 (iv)	 the	 valuation	 of	 retained noncontrolling	equity	investments	when	a	subsidiary	is	deconsolidated. SFAS	No.	160	is	effective	for	us	beginning	January	1,	2009,	at	which time	 our	 financial	 statements	 will	 reflect	 the	 new	 presentation	 for noncontrolling	interests.

In	March	2007,	the	EITF	reached	a	consensus	on	EITF	Issue	No.	06-10, "Accounting	 for	 Deferred	 Compensation	 and	 Postretirement	 Benefit Aspects of Collateral	 Assignment Split-Dollar Life Insurance Arrangements,"	 ("EITF	 06-10").	 EITF	 06-10	 provides	 that	 an	 employer should	 recognize	 a	 liability	 for	 the	 postretirement	 benefit	 related	 to collateral	 assignment	 split-dollar	 life	 insurance	 arrangements.	 We adopted	 EITF	 06-10	 on	 January	 1,	 2008,	 at	 which	 time	 we	 adjusted beginning	retained	earnings	and	recorded	a	liability	of	$132	million.	See Note	10	for	further	details	regarding	the	adoption	of	this	standard.

# Note	4:	Earnings	Per	Share

Basic	earnings	per	common	share	("Basic	EPS")	is	computed	by	dividing net	income	from	continuing	operations	by	the	weighted-average	number of	common	shares	outstanding	during	the	period.

Our	 potentially	 dilutive	 securities	 include	 potential	 common	 shares related	to	our	stock	options	and	restricted	share	units	("RSUs").	Diluted earnings	 per	 common	 share	 ("Diluted	 EPS")	 considers	 the	 impact	 of potentially	dilutive	securities	using	the	treasury	stock	method	except	in periods	 in	which	 there	 is	a	 loss	because	 the	 inclusion	of	 the	potential common	shares	would	have	an	antidilutive	effect.	Diluted	EPS	excludes the	 impact	of	potential	common	shares	related	 to	our	stock	options	 in periods	 in	which	 the	option	exercise	price	 is	greater	 than	 the	average market	 price	 of	 our	 Class	 A	 common	 stock	 or	 our	 Class	 A	 Special common	stock,	as	applicable	(see	Note	12).

Diluted	EPS	for	2008,	2007	and	2006	excludes	approximately	159	million,	61	million	and	116	million,	respectively,	of	potential	common	shares	related	to our	share-based	compensation	plans,	because	the	inclusion	of	the	potential	common	shares	would	have	an	antidilutive	effect.

# Computation	of	Diluted	EPS

|  | 2008 | 2008 | 2008 | 2007 | 2007 | 2007 | 2006 | 2006 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tended\tDecember\t31\t(in\tmillions,\nexcept\tper\tshare\tdata) | Income | Shares | Per\nShare\nAmount | Income | Shares | Per\nShare\nAmount | Income | Shares | Per\nShare\nAmount |
| Basic\tEPS | $2,547 | 2,939 | $0.87 | $2,587 | 3,098 | $0.84 | $2,235 | 3,160 | $0.71 |
| Effect\tof\tdilutive\tsecurities: |  |  |  |  |  |  |  |  |  |
| Assumed\texercise\tor\tissuance\tof\tshares\trelating\tto |  |  |  |  |  |  |  |  |  |
| stock\tplans |  | 13 |  |  | 31 |  |  | 20 |  |
| Diluted\tEPS | $2,547 | 2,952 | $0.86 | $2,587 | 3,129 | $0.83 | $2,235 | 3,180 | $0.70 |

# Note	5:	Acquisitions	and	Other	Significant	Events

# 2008	Acquisitions

# Insight	Transaction

In	April	2007,	we	and	Insight	Communications	("Insight")	agreed	to	divide the	assets	and	 liabilities	of	 Insight	Midwest,	a	50%-50%	cable	system partnership	 with	 Insight	 (the	 "Insight	 transaction").	 On	 December	 31, 2007,	we	contributed	approximately	$1.3	billion	to	Insight	Midwest	for	our share	of	the	partnership's	debt.	On	January	1,	2008,	the	distribution	of the	assets	of	Insight	Midwest	was	completed	without	assumption	of	any of	 Insight's	 debt	 by	 us	 and	 we	 received	 cable	 systems	 serving approximately 696,000 video	 customers	 in	 Illinois	 and	 Indiana	 (the "Comcast	 asset	 pool").	 Insight	 received	 cable	 systems	 serving approximately	 652,000	 video	 customers,	 together	 with	 approximately $1.24	billion	of	debt	allocated	to	those	cable	systems	(the	"Insight	asset pool").	 We	 accounted	 for	 our	 interest	 in	 Insight	 Midwest	 as	 an	 equity method	investment	until	the	Comcast	asset	pool	was	distributed	to	us	on January	1,	2008.	We	accounted	for	the	distribution	of	assets	by	Insight Midwest	 as	 a	 sale	 of	 our	 50%	 interest	 in	 the	 Insight	 asset	 pool	 in exchange	for	acquiring	an	additional	50%	interest	in	the	Comcast	asset pool.	The	estimated	fair	value	of	the	50%	interest	of	the	Comcast	asset pool	we	received	was	approximately	$1.2	billion	and	resulted	in	a	pretax gain	 of	 approximately	 $235	 million,	 which	 is	 included	 in	 other	 income (expense).	We	recorded	our	50%	interest	in	the	Comcast	asset	pool	as	a step	 acquisition	 in	 accordance	 with	 SFAS	 No. 141, "Business Combinations,"	("SFAS	No.	141").

The	results	of	operations	for	the	cable	systems	acquired	in	the	Insight transaction	have	been	reported	in	our	consolidated	financial	statements since	 January	 1,	 2008	 and	 are	 reported	 in	 our	 Cable	 segment.	 The weighted-average	amortization	period	of	the	franchise-related	customer relationship	intangible	assets	acquired	was	4.5	years.	Substantially	all	of the	goodwill	recorded	is	expected	to	be	amortizable	for	tax	purposes.

The	table	below	presents	the	purchase	price	allocation	to	assets	acquired and	liabilities	assumed	as	a	result	of	the	Insight	transaction.

| (in	millions) |  |
| :--- | :--- |
| Property\tand\tequipment | $587 |
| Franchise-related\tcustomer\trelationships | 64 |
| Cable\tfranchise\trights | \t 1,374 |
| Goodwill | 105 |
| Other\tassets | 27 |
| Total\tliabilities | (31) |
| Net\tassets\tacquired | $2,126 |

The	following	unaudited	pro	forma	information	has	been	presented	as	if the	Insight	transaction	had	occurred	on	January	1,	2007.	This	information is	based	on	historical	results	of	operations,	adjusted	for	purchase	price allocations,	and	 is	not	necessarily	 indicative	of	what	 the	results	would have	been	had	we	operated	the	cable	systems	since	January	1,	2007.

Year	ended	December	31,	2007	(in	millions,	except	per	share	data)

# Other	2008	Acquisitions

In	April	2008,	we	acquired	an	additional	interest	in	Comcast	SportsNet Bay	 Area.	 In	 July	 2008,	 we	 acquired	 Plaxo,	 an	 address	 book management	and	social	networking	Web	site	service.	In	August	2008,	we acquired	 the	remaining	 interest	 in	G4	 that	we	did	not	already	own.	 In September	2008,	we	acquired	DailyCandy,	an	e-mail	newsletter	and	Web site.	The	results	of	operations	for	these	acquisitions	have	been	included in	our	consolidated	results	of	operations	since	their	respective	acquisition dates.	The	results	of	operations	for	Plaxo	and	DailyCandy	are	reported	in Corporate	and

Other.	The	aggregate	purchase	price	of	 these	other	2008	acquisitions was	approximately	$610	million.	None	of	these	acquisitions	were	material to	 our	 consolidated	 financial	 statements	 for	 the	 year	 ended December	31,	2008.

# The	Houston	Transaction

In	July	2006,	we	initiated	the	dissolution	of	Texas	and	Kansas	City	Cable Partners	 (the	 "Houston	 transaction"),	 our 50%-50% cable	 system partnership	with	Time	Warner	Cable.	On	January	1,	2007,	the	distribution of	assets	by	Texas	and	Kansas	City	Cable	Partners	was	completed	and we	 received	 the	 cable	 system	 serving	 Houston,	 Texas	 (the	 "Houston asset	pool")	and	Time	Warner	Cable	received	the	cable	systems	serving Kansas	City,	south	and	west	Texas,	and	New	Mexico	(the	"Kansas	City asset	pool").	We	accounted	for	the	distribution	of	assets	by	Texas	and Kansas	City	Cable	Partners	as	a	sale	of	our	50%	interest	in	the	Kansas City	asset	pool	in	exchange	for	acquiring	an	additional	50%	interest	in the	 Houston	 asset	 pool.	 This	 transaction	 resulted	 in	 an	 increase	 of approximately	700,000	video	customers.	The	estimated	fair	value	of	the 50%	interest	of	the	Houston	asset	pool	we	received	was	approximately $1.1	billion	and	resulted	in	a	pretax	gain	of	approximately	$500	million, which	 is	 included	 in	 other	 income	 (expense).	 We	 recorded	 our	 50% interest	in	the	Houston	asset	pool	as	a	step	acquisition	in	accordance with	SFAS	No.	141.

The	results	of	operations	for	the	cable	systems	acquired	in	the	Houston transaction	have	been	reported	in	our	Cable	segment	since	August	1, 2006	and	in	our	consolidated	financial	statements	since	January	1,	2007 (the	 date	 of	 the	 distribution	 of	 assets).	 The	 weighted-average amortization	 period	 of	 the	 franchise-related	 customer	 relationship intangible	 assets	 acquired	 was	 7	 years.	 As	 a	 result	 of	 the	 Houston transaction,	 we	 reversed	 deferred	 tax	 liabilities	 of	 approximately	 $200 million,	 which	 were	 primarily	 related	 to	 the	 excess	 of	 tax	 basis	 of	 the assets	acquired	over	the	tax	basis	of	the	assets	exchanged,	and	reduced the	amount	of	goodwill	that	would	have	otherwise	been	recorded	in	the acquisition.	Substantially	all	of	the	goodwill	recorded	is	expected	to	be amortizable	for	tax	purposes.

The	table	below	presents	the	purchase	price	allocation	to	assets	acquired and	liabilities	assumed	as	a	result	of	the	Houston	transaction.

| (in	millions) |  |
| :--- | :--- |
| Property\tand\tequipment | $870 |
| Franchise-related\tcustomer\trelationships | 266 |
| Cable\tfranchise\trights | \t 1,954 |
| Goodwill | 426 |
| Other\tassets | 267 |
| Total\tliabilities | (73) |
| Net\tassets\tacquired | $3,710 |

In	April	2007,	we	acquired	Fandango,	an	online	entertainment	site	and movie-ticket	service.	The	results	of	operations	of	Fandango	have	been included	 in	 our	 consolidated	 financial	 statements	 since	 the	 acquisition date	and	are	reported	in	Corporate	and	Other.	In	June	2007,	we	acquired Rainbow	Media	Holdings	LLC's	60%	interest	in	Comcast	SportsNet	Bay Area	(formerly	known	as	Bay	Area	SportsNet)	and	 its	50%	 interest	 in Comcast	 SportsNet	 New	 England	 (formerly	 known	 as	 Sports	 Channel New	England),	expanding	our	regional	sports	networks.	The	completion of	this	transaction	resulted	in	our	100%	ownership	in	Comcast	SportsNet New	England	and	60%	ownership	in	Comcast	SportsNet	Bay	Area.	In August	 2007,	 we	 acquired	 the	 cable	 system	 of	 Patriot	 Media	 serving approximately 81,000 video	 customers	 in	 central	 New	 Jersey.	 The results	of	operations	of	Patriot	Media,	Comcast	SportsNet	Bay	Area	and Comcast	SportsNet	New	England	have	been	included	in	our	consolidated financial	statements	since	their	acquisition	dates	and	are	reported	in	our Cable	 segment.	 The	 aggregate	 purchase	 price	 of	 these	 other	 2007 acquisitions	was	approximately	$1.288	billion.	None	of	these	acquisitions were	material	to	our	consolidated	financial	statements	for	the	year	ended December	31,	2007.

# The	Adelphia	and	Time	Warner	Transactions

In	 April	 2005,	 we	 entered	 into	 an	 agreement	 with	 Adelphia Communications	 ("Adelphia")	 in	 which	 we	 agreed	 to	 acquire	 certain assets	 and	 assume	 certain	 liabilities	 of	 Adelphia	 (the	 "Adelphia acquisition").	At	 the	 same	 time,	 we	 and	 Time	 Warner	 Cable	 Inc.	 and certain	of	its	affiliates	("TWC")	entered	into	several	agreements	in	which we	 agreed	 to	 (i)	 have	 our	 interest	 in	 Time	 Warner	 Entertainment Company,	 L.P.	 ("TWE")	 redeemed,	 (ii)	 have	 our	 interest	 in	 TWC redeemed	(together	with	 the	TWE	redemption,	 the	"redemptions")	and (iii)	exchange	certain	cable	systems	acquired	from	Adelphia	and	certain Comcast	cable	systems	with	TWC	(the	"exchanges").	On	July	31,	2006, these	transactions	were	completed.	We	collectively	refer	to	the	Adelphia acquisition,	 the	 redemptions	 and	 the	 exchanges	 as	 the	 "Adelphia	 and Time	 Warner	 transactions."	 Also	 in	 April	 2005,	 Adelphia	 and	 TWC entered	into	an	agreement	for	the	acquisition	of	substantially	all	of	the remaining	 cable	 system	 assets	 and	 the	 assumption	 of	 certain	 of	 the liabilities	of	Adelphia.

The	Adelphia	and	Time	Warner	transactions	resulted	in	a	net	increase	of 1.7	million	video	customers,	a	net	cash	payment	by	us	of	approximately $1.5	billion	and	the	disposition	of	our	ownership	interests	in	TWE	and TWC	and	the	assets	of	two	cable	system	partnerships.

The	Adelphia	and	Time	Warner	transactions	added	cable	systems	in	16 states	 (California,	 Colorado,	 Connecticut,	 Florida,	 Georgia,	 Louisiana, Maryland, Massachusetts, Minnesota, Mississippi, Oregon, Pennsylvania,	Tennessee,	Vermont,	Virginia	and	West	Virginia).

The	cable	systems	we	transferred	to	TWC	included	our	previously	owned cable	 systems	 located	 in	 Los	 Angeles,	 Cleveland	 and	 Dallas	 (the "Comcast	 exchange	 systems").	 The	 operating	 results	 of	 the	 Comcast exchange	 systems	 are	 reported	 as	 discontinued	 operations	 and	 are presented	 in	 accordance	 with	 SFAS	 No. 144, "Accounting	 for	 the Impairment	or	Disposal	of	Long-Lived	Assets,"	("SFAS	No.	144")	(see "Discontinued	Operations"	below).

# Purchase	Price	Allocation

The	results	of	operations	for	the	cable	systems	acquired	in	the	Adelphia and	Time	Warner	transactions	have	been	included	in	our	consolidated financial	 statements	 since	 July	 31,	 2006	 (the	 acquisition	 date).	 The weighted-average	amortization	period	of	the	franchise-related	customer relationship	intangible	assets	acquired	was	7	years.	As	a	result	of	the redemption	of	our	investment	in	TWC	and	the	exchange	of	certain	cable systems	 in	 2006,	 we	 reversed	 deferred	 tax	 liabilities	 of	 approximately $760	million,	which	were	primarily	related	to	the	excess	of	tax	basis	of the	 assets	 acquired	 over	 the	 tax	 basis	 of	 the	 assets	 exchanged,	 and reduced	the	amount	of	goodwill	and	other	noncurrent	assets	that	would have	otherwise	been	recorded	in	the	acquisition.	Substantially	all	of	the goodwill	recorded	is	expected	to	be	amortizable	for	tax	purposes.

The	table	below	presents	the	purchase	price	allocation	to	assets	acquired and	 liabilities	 assumed	 as	 a	 result	 of	 the	Adelphia	 and	 Time	 Warner transactions.

| (in	millions) |  |
| :--- | :--- |
| Property\tand\tequipment | $2,640 |
| Franchise-related\tcustomer\trelationships | 1,627 |
| Cable\tfranchise\trights | 6,730 |
| Goodwill | 420 |
| Other\tassets | 111 |
| Total\tliabilities | (351) |
| Net\tassets\tacquired | $11,177 |

As	 discussed	 above,	 the	 operating	 results	 of	 the	 Comcast	 exchange systems	transferred	to	TWC	are	reported	as	discontinued	operations	and are	 presented	 in	 accordance	 with	 SFAS	 No.	 144.	 The	 table	 below presents	the	operating	results	of	the	Comcast	exchange	systems	through the	closing	date	of	the	exchanges	(July	31,	2006):

# E!	Entertainment	Television

In	 November	 2006,	 we	 acquired	 the 39.5% of	 E!	 Entertainment Television,	which	operates	the	E!	and	Style	programming	networks,	that we	 did	 not	 already	 own	 for	 approximately $1.2 billion.	 We	 have historically	 consolidated	 the	 results	 of	 operations	 of	 E!	 Entertainment Television.	We	allocated	the	purchase	price	to	property	and	equipment, intangibles,	and	goodwill.

# Susquehanna

In	April	2006,	we	acquired	the	cable	systems	of	Susquehanna	Cable	Co. and	 its	 subsidiaries	 ("Susquehanna")	 for	 a	 total	 purchase	 price	 of approximately	$775	million.	These	cable	systems	are	located	primarily	in Pennsylvania,	New	York,	Maine	and	Mississippi.	Before	the	acquisition, we	held	an	approximate	30%	equity	ownership	interest	in	Susquehanna that	we	accounted	for	as	an	equity	method	investment.	On	May	1,	2006, Susquehanna	 Cable	 Co.	 redeemed	 the	 approximate 70% equity ownership	 interest	 in	 Susquehanna	 held	 by	 Susquehanna	 Media	 Co., which	 resulted	 in	 Susquehanna	 becoming	 100%	 owned	 by	 us.	 The results	of	operations	of	these	cable	systems	have	been	included	in	our consolidated	 financial	 statements	 since	 the	 acquisition	 date	 and	 are reported	 in	 our	 Cable	 segment.	 We	 allocated	 the	 purchase	 price	 to property	 and	 equipment,	 franchise-related	 customer	 relationship intangibles,	cable	franchise	rights,	and	goodwill.	The	acquisition	of	these cable	systems	was	not	material	to	our	consolidated	financial	statements for	the	year	ended	December	31,	2006.

# Note	6:	Investments

The	components	of	our	investments	are	presented	in	the	table	below.

| December	31	(in	millions) | 2008 | 2007 |
| :--- | :--- | :--- |
| Fair\tValue\tMethod |  |  |
| Equity\tsecurities | $940 | $2,080 |
| Debt\tsecurities | 3 | 621 |
|  | 943 | \t 2,701 |
| Equity\tMethod |  |  |
| Insight\tMidwest | — | \t 1,877 |
| SpectrumCo,\tLLC | \t 1,354 | \t 1,352 |
| Clearwire | 421 | — |
| Other | 402 | 453 |
|  | \t 2,177 | \t 3,682 |
| Cost\tMethod |  |  |
| AirTouch | \t 1,479 | \t 1,465 |
| Other | 243 | 213 |
|  | \t 1,722 | \t 1,678 |
| Total\tinvestments | \t 4,842 | \t 8,061 |
| Less:\tCurrent\tinvestments | 59 | 98 |
| Noncurrent\tinvestments | $4,783 | $7,963 |

# Fair	Value	Method

We	hold	equity	investments	in	publicly	traded	companies	that	we	account for	as	AFS	or	trading	securities.	As	of	December	31,	2008,	we	held	$932 million	of	 fair	value	method	equity	securities	related	 to	our	obligations under	prepaid	forward	contracts,	which	mature	between	2011	and	2015. At	 maturity	 of	 these	 prepaid	 forward	 contracts,	 the	 counterparties	 are entitled	to	receive	some	or	all	of	the	equity	securities,	or	an	equivalent amount	of	cash	at	our	option,	based	upon	the	market	value	of	the	equity securities	at	that	time.

The	net	unrealized	gains	on	investments	accounted	for	as	AFS	securities as	of	December	31,	2008	and	2007	were	$29	million	and	$42	million, respectively.	The	 amounts	 were	 reported	 primarily	 as	 a	 component	 of accumulated	other	comprehensive	income	(loss),	net	of	related	deferred income	 taxes	 of $10	 million and $15	 million in	 2008	 and	 2007, respectively.

The	cost,	fair	value,	and	unrealized	gains	and	losses	related	to	our	AFS securities	are	presented	in	the	table	below.	The	decreases	in	2008	from 2007	are	primarily	due	to	the	sale	of	debt	securities.

Proceeds	from	the	sale	of	AFS	securities	in	2008,	2007	and	2006	were $638	million,	$1.033	billion	and	$209	million,	respectively.	Gross	realized gains	 on	 these	 sales	 in	 2008,	 2007	 and	 2006	 were	 $1	 million,	 $145 million	and	$59	million,	respectively.	Sales	of	AFS	securities	for	the	year ended	 December 31, 2008	 consisted	 primarily	 of	 the	 sale	 of	 debt securities.	Sales	of	AFS	securities	in	2007	and	2006	consisted	primarily of	sales	of	Time	Warner	Inc.	common	stock.

# Equity	Method

# Insight	Midwest	Partnership

We	accounted	for	our	interest	in	Insight	Midwest	as	an	equity	method investment	until	January	1,	2008,	the	date	the	Comcast	asset	pool	was distributed	to	us	(see	Note	5).	As	of	December	31,	2007,	our	recorded investment	 in	 Insight	 exceeded	 our	 proportionate	 interest	 in	 the	 book value	 of	 its	 net	 assets	 by	 $144	 million.	 The	 basis	 difference	 was attributed	to	indefinite-lived	intangible	assets.

# SpectrumCo,	LLC

SpectrumCo,	 LLC	 ("SpectrumCo"),	 a	 consortium	 of	 investors	 including us,	 Time	 Warner	 Cable,	 Bright	 House	 Networks	 and	 Cox Communications	 ("Cox"),	 was	 the	 successful	 bidder	 for	 137	 wireless spectrum	 licenses	 for	 approximately $2.4 billion	 in	 the	 Federal Communications	Commission's	advanced	wireless	spectrum	auction	that concluded	in	September	2006.	Our	portion	of	the	total	cost	to	purchase the	 licenses	 was	 approximately $1.3 billion.	 In	 October	 2008, SpectrumCo	and	 its	members	entered	 into	an	agreement	under	which Cox	would	withdraw	as	a	member	of	SpectrumCo	and	have	its	interest	in SpectrumCo	 redeemed	 in	 accordance	 with	 its	 pre-existing	 exit	 rights. Under	the	agreement,	Cox	was	entitled	to	receive	from	SpectrumCo	at the	 closing	 approximately	 $70	 million	 and	 certain	 spectrum	 licenses covering	areas	in	or	near	Cox's	service	area.	The	agreement	required the	$70	million	 to	be	 funded	by	contributions	 to	SpectrumCo	 from	 the remaining	 members.	 This	 transaction	 closed	 in	 January	 2009	 and	 we contributed	$45	million	to	SpectrumCo	to	satisfy	our	funding	obligations under	 the	 agreement.	 Based	 on	 SpectrumCo's	 currently	 planned activities,	we	have	determined	that	it	is	not	a	VIE.	We	have	and	continue to	account	for	this	joint	venture	as	an	equity	method	investment	based	on its	governance	structure,	notwithstanding	our	majority	interest.

# Clearwire

In	November	2008,	Sprint	Nextel	("Sprint")	and	the	legal	predecessor	of Clearwire	Corporation	("old	Clearwire")	closed	on	a	series	of	transactions (collectively	the	"Clearwire	transaction")	with	an	investor	group	made	up of	us,	Intel,	Google,	Time	Warner	Cable	and	Bright	House	Networks.	As a	result	of	the	Clearwire	transaction,	Sprint	and	old	Clearwire	combined their	next-generation	wireless	broadband	businesses	and	formed	a	new independent	holding	company,	Clearwire	Corporation,	and	its	operating subsidiary,	Clearwire	Communications	LLC	("Clearwire

LLC"),	 that	 will	 focus	 on	 the	 deployment	 of	 a	 nationwide	 4G	 wireless network.	 We,	 together	 with	 the	 other	 members	 of	 the	 investor	 group, have	invested	$3.2	billion	in	Clearwire	LLC.	Our	portion	of	the	investment was	$1.05	billion.	As	a	result	of	our	investment,	we	received	ownership units	 ("ownership	 units")	 of	 Clearwire	 LLC	 and	 Class	 B	 stock	 ("voting stock")	of	Clearwire	Corporation,	the	publicly	traded	holding	company	that controls	Clearwire	LLC.	The	voting	stock	has	voting	rights	equal	to	those of	 the	publicly	 traded	Class	A	stock	of	Clearwire	Corporation,	but	has only	minimal	economic	rights.	We	hold	our	economic	rights	through	the ownership	 units,	 which	 have	 limited	 voting	 rights.	 One	 ownership	 unit combined	with	one	share	of	voting	stock	are	exchangeable	into	one	share of	Clearwire	Corporation's	publicly	traded	Class	A	stock.	At	closing,	we received	52.5	million	ownership	units	and	52.5	million	shares	of	voting stock,	which	represents	an	approximate	7%	ownership	interest	on	a	fully diluted	 basis.	 During	 the	 first	 quarter	 of	 2009,	 the	 purchase	 price	 per share	is	expected	to	be	adjusted	based	on	the	trading	prices	of	Clearwire Corporation's	 publicly	 traded	 Class	 A	 stock.	 After	 the	 post-closing adjustment,	 we	 anticipate	 that	 we	 will	 have	 an	 approximate 8% ownership	interest	on	a	fully	diluted	basis.

In	 connection	 with	 the	 Clearwire	 transaction,	 we	 entered	 into	 an agreement	with	Sprint	that	allows	us	to	offer	wireless	services	utilizing certain	 of	 Sprint's	 existing	 wireless	 networks	 and	 an	 agreement	 with Clearwire	 LLC	 that	 allows	 us	 to	 offer	 wireless	 services	 utilizing Clearwire's	next	generation	wireless	broadband	network.	We	allocated	a portion	of	our	$1.05	billion	investment	to	the	related	agreements.

We	will	account	for	our	investment	under	the	equity	method	and	record our	share	of	net	income	or	loss	one	quarter	in	arrears.	Clearwire	LLC	is expected	to	incur	losses	in	the	early	years	of	operation,	which	under	the equity	 method	 of	 accounting,	 will	 be	 reflected	 in	 our	 future	 operating results	and	reduce	the	cost	basis	of	our	investment.	We	evaluated	our investment	at	December	31,	2008	to	determine	if	an	other	than	temporary decline	in	fair	value	below	our	cost	basis	had	occurred.	The	primary	input in	 estimating	 the	 fair	 value	 of	 our	 investment	 was	 the	 quoted	 market value	of	Clearwire	publicly	traded	Class	A	shares	at	December	31,	2008, which	declined	significantly	from	the	date	of	our	initial	agreement	in	May 2008.	As	a	result	of	the	severe	decline	in	the	quoted	market	value,	we recognized	an	impairment	in	other	income	(expense)	of	$600	million	to adjust	our	cost	basis	in	our	investment	to	its	estimated	fair	value.	In	the future,	our	evaluation	of	other	than	temporary	declines	in	fair	value	of	our investment	 will	 include	 a	 comparison	 of	 actual	 operating	 results	 and updated	forecasts	to	the	projected	discounted	cash	flows	that	were	used in	 making	 our	 initial	 investment	 decision,	 other	 impairment	 indicators, such	as	changes	in	competition	or	technology,	as	well	as	a	comparison	to the	 value	 that	 would	 be	 obtained	 by	 exchanging	 our	 investment	 into Clearwire	Corporation's	publicly	traded	Class	A	shares.

# Cost	Method

# AirTouch	Communications,	Inc.

We	hold	two	series	of	preferred	stock	of	AirTouch	Communications,	Inc. ("AirTouch"),	 a	 subsidiary	 of	 Vodafone,	 which	 are	 redeemable	 in	April 2020.	As	of	December	31,	2008	and	2007,	the	AirTouch	preferred	stock was	recorded	at	$1.479	billion	and	$1.465	billion,	respectively.

As	 of	 December	 31,	 2008,	 the	 estimated	 fair	 value	 of	 the	 AirTouch preferred	stock	was	$1.357	billion,	which	is	below	our	carrying	amount. The	recent	decline	in	fair	value	is	attributable	to	changes	in	interest	rates. We	 have	 determined	 this	 decline	 to	 be	 temporary.	 The	 factors considered	were	the	length	of	time	and	the	extent	to	which	the	market value	 has	 been	 less	 than	 cost,	 the	 credit	 rating	 of	AirTouch,	 and	 our intent	and	ability	to	retain	the	investment	for	a	period	of	time	sufficient	to allow	 for	 recovery.	 Specifically,	 we	 expect	 to	 hold	 the	 two	 series	 of AirTouch	preferred	stock	until	their	redemption	in	2020.

The	 dividend	 and	 redemption	 activity	 of	 the	AirTouch	 preferred	 stock determines	 the	 dividend	 and	 redemption	 payments	 associated	 with substantially	all	of	the	preferred	shares	issued	by	one	of	our	consolidated subsidiaries,	which	is	a	VIE.	The	subsidiary	has	three	series	of	preferred stock	outstanding	with	an	aggregate	redemption	value	of	$1.750	billion. Substantially	all	of	the	preferred	shares	are	redeemable	in	April	2020	at	a redemption	value	of	$1.650	billion.	As	of	December	31,	2008	and	2007, the	two	redeemable	series	of	subsidiary	preferred	shares	were	recorded at	$1.468	billion	and	$1.465	billion,	respectively,	and	those	amounts	are included	in	other	noncurrent	liabilities.	The	one	nonredeemable	series	of subsidiary	 preferred	 shares	 was	 recorded	 at	 $100	 million	 as	 of	 both December	31,	2008	and	2007	and	those	amounts	are	included	in	minority interest	on	our	consolidated	balance	sheet.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Gains\ton\tsales\tand\texchanges |  |  |  |
| of\tinvestments,\tnet | $8 | $ 151 | $ 733 |
| Investment\timpairment\tlosses | (28) | (4) | (4) |
| Unrealized\tgains\t(losses)\ton |  |  |  |
| trading\tsecurities\tand\thedged |  |  |  |
| items | (1,117) | 315 | 339 |
| Mark\tto\tmarket\tadjustments\ton |  |  |  |
| derivatives\trelated\tto\ttrading |  |  |  |
| securities\tand\thedged\titems | 1,120 | (188) | (238) |
| Mark\tto\tmarket\tadjustments\ton |  |  |  |
| derivatives | 57 | 160 | (18) |
| Interest\tand\tdividend\tincome | 149 | 199 | 212 |
| Other | (100) | (32) | (34) |
| Investment\tincome\t(loss),\tnet | $89 | $ 601 | $ 990 |

In	connection	with	the	Adelphia	and	Time	Warner	transactions	in	2006, we recognized total gains of approximately $646 million on the redemptions	and	the	exchange	of	cable	systems	held	by

Century	and	Parnassos	(see	Note	5).	These	gains	are	included	within	the "Gains	on	sales	and	exchanges	of	investments,	net"	caption	in	the	table above.

# Note	7:	Goodwill	and	Other	Intangible	Assets

The	changes	in	the	carrying	amount	of	goodwill	by	business	segment	( see	Note	16)	are	presented	in	the	table	below.

| (in	millions) | Cable | Programming | Other | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance,\tDecember\t31,\t2006 | $12,010 | $1,441 | $317 | $13,768 |
| Acquisitions | 660 | — | 146 | 806 |
| Settlements\tand\tadjustments | 172 | 41 | (82) | 131 |
| Balance,\tDecember\t31,\t2007 | $12,842 | $1,482 | $381 | $14,705 |
| Acquisitions | 306 | 139 | 209 | 654 |
| Settlements\tand\tadjustments | (475) | (1) | 6 | (470) |
| Balance,\tDecember\t31,\t2008 | $12,673 | $1,620 | $596 | $14,889 |

Cable	segment	acquisitions	in	2008	were	primarily	related	to	the	Insight transaction	 and the	 acquisition	 of	 an	 additional interest in	 Comcast SportsNet	Bay	Area.	Programming	segment	acquisitions in	2008	were primarily	related	to	the	acquisition	of	the	remaining	interest	in	G4	that	we did	 not	 already	 own.	 Corporate	 and	 Other	 acquisitions in	 2008	 were primarily related to Internet-related business, including Plaxo and DailyCandy.	Settlements	and	adjustments	in	2008	were	primarily	related to	the	settlement	of	an	uncertain	tax	position	of	an	acquired	entity	(see Note	13).

Cable	segment	acquisitions	in	2007	were	primarily	related	to	the	Houston transaction,	 the	 acquisition	 of	 the	 cable	 system	 of	 Patriot	 Media	 and various	smaller	acquisitions.	Corporate	and	Other	acquisitions	 in	2007 were	primarily	related	to	the	acquisition	of	Fandango.	Settlements	and adjustments	in	2007	were	primarily	related	to	valuation	refinements	made in	connection	with	the	Adelphia	and	Time	Warner	transactions	and	the adoption	of	FIN	48.

The	gross	carrying	amount	and	accumulated	amortization	of	our	intangible	assets	subject	to	amortization	are	presented	in	the	table	below.

|  |  | 2008 | 2008 | 2007 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |  |
|  |  | Carrying | Accumulated | Carrying | Accumulated |
| December\t31\t(in\tmillions) | Useful\tLife | Amount | Amortization | Amount | Amortization |
| Customer\trelationships | 4-12\tyears | $5,512 | $(4,030) | $5,466 | $(3,694) |
| Cable\tand\tsatellite\ttelevision\tdistribution\trights | 6-22\tyears | 1,533 | (859) | 1,482 | (702) |
| Cable\tfranchise\trenewal\tcosts\tand\tcontractual\toperating\trights | 5-15\tyears | 1,154 | (484) | 1,045 | (377) |
| Computer\tsoftware | 3-5\tyears | 1,887 | (1,045) | 1,445 | (798) |
| Patents\tand\tother\ttechnology\trights | 3-12\tyears | 244 | (119) | 225 | (90) |
| Programming\tagreements\tand\trights | 1-10\tyears | 1,508 | (1,303) | 1,199 | (1,017) |
| Other\tagreements\tand\trights | 2-21\tyears | 880 | (320) | 854 | (299) |
| Total |  | $12,718 | $(8,160) | $11,716 | $(6,977) |

The	 estimated	 expense for	 each	 of the	 next five	 years recognized in amortization	 expense	 and	 other	 accounts	 are	 presented in the table below.	The	amortization	of	certain	intangible	assets	of	our	Programming segment	are	not	recognized	as	amortization	expense	but	as	a	reduction to revenue	 or	 as	 an	 operating	 expense	 and	 are	 presented	 under the caption	"Other	Accounts."

# Note	8:	Fair	Value	of	Financial	Assets	and	Financial	Liabilities

Effective	January	1,	2008,	we	adopted	the	provisions	of	SFAS	No.	157 that relate to our financial assets and financial liabilities ("financial instruments") as discussed in	Note	 3.	 SFAS	 No.	 157	 establishes	 a hierarchy	that	prioritizes	fair	value	measurements	based	on	the	types	of inputs used for the various valuation techniques (market approach, income	 approach	 and	 cost	 approach).	The levels	 of the	 hierarchy	 are described	below:

•	Level	 1:	 consists	 of financial instruments	 whose	 value is	 based	 on quoted	 market	 prices for identical financial instruments in	 an	 active market

•	Level	2:	consists	of	financial	instruments	that	are	valued	using	models or	other	valuation	methodologies.	These	models	use	inputs	that	are observable	either	directly	or	indirectly;	Level	2	inputs	include	(i)	quoted prices	 for	 similar	 assets	 or	 liabilities	 in	 active	 markets,	 (ii)	 quoted prices	for	identical	or	similar	assets	or	liabilities	in	markets	that	are	not active,	 (iii)	 pricing	 models	 whose	 inputs	 are	 observable	 for substantially	 the	 full	 term	of	 the	 financial	 instrument	and	(iv)	pricing models	whose	inputs	are	derived	principally	from	or	corroborated	by observable	 market	 data	 through	 correlation	 or	 other	 means	 for substantially	the	full	term	of	the	financial	instrument

•	Level	3:	consists	of	financial	instruments	whose	values	are	determined using	 pricing	 models	 that	 utilize	 significant	 inputs	 that	 are	 primarily unobservable,	 discounted	 cash	 flow	 methodologies,	 or	 similar techniques,	as	well	as	instruments	for	which	the	determination	of	fair value	requires	significant	management	judgment	or	estimation

Our	assessment	of	the	significance	of	a	particular	input	to	the	fair	value measurement	requires	judgment	and	may	affect	the	valuation	of	financial instruments	 and	 their	 classification	 within	 the	 fair	 value	 hierarchy.	As required	by	SFAS	No.	157,	financial	instruments	are	classified	 in	 their entirety	based	on	the	lowest	level	of	input	that	is	significant	to	the	fair value	measurement.	There	have	been	no	changes	in	the	classification	of any	 financial	 instruments	 within	 the	 fair	 value	 hierarchy	 since	 our adoption	of	SFAS	No.	157.	Our	financial	instruments	that	are	accounted for	at	fair	value	on	a	recurring	basis	are	presented	in	the	table	below.

# Recurring	Fair	Value	Measures

For	the	year	ended	December	31,	2008,	the	financial	instruments	measured	at	fair	value	on	a	nonrecurring	basis	are	presented	in	the	table	below.

# Nonrecurring	Fair	Value	Measures

In	accordance	with	Accounting	Principles	Board	("APB")	No.	18,	"The	Equity	Method	of	Accounting	for	Investments	in	Common	Stock,"	we	recognized	an other	than	temporary	impairment	to	other	income	(expense)	of	$600	million	to	adjust	our	cost	basis	in	our	investment	in	Clearwire	LLC	of	approximately	$1 billion	to	its	estimated	fair	value	(see	Note	6).	Our	valuation	methodology	utilized	a	combination	of	the	quoted	market	value	of	Clearwire	Corporation's publicly	traded	Class	A	shares	and	unobservable	inputs	related	to	the	ownership	units	of	Clearwire	LLC	and	the	voting	stock	of	Clearwire	Corporation, including	the	use	of	discounted	cash	flow	models.	Our	investment	in	Clearwire	LLC	is	classified	as	a	Level	3	financial	instrument	in	accordance	SFAS No.	157	in	the	fair	value	hierarchy,	as	a	portion	of	the	estimated	fair	value	of	the	investment	is	based	on	unobservable	inputs.	We	believe	the	estimated fair	value	is	consistent	with	the	underlying	principle	of	SFAS	No.	157,	which	is	that	the	estimated	fair	value	should	represent	the	exit	price	from	a marketplace	participant's	perspective.

# Note	9:	Long-Term	Debt

|  | Weighted	Average |  |  |
| :--- | :--- | :--- | :--- |
|  | Interest\tRate\tas\tof |  |  |
| December\t31\t(in\tmillions) | December\t31,\t2008 | 2008 | 2007 |
| Commercial\tpaper | N/A | $— | $300 |
| Revolving\tbank\tcredit\tfacility |  |  |  |
| due\t2013 | 0.81% | 1,000 | — |
| Senior\tnotes\twith\tmaturities\tof |  |  |  |
| 5\tyears\tor\tless | 6.99% | 9,425 | 6,895 |
| Senior\tnotes\twith\tmaturities |  |  |  |
| between\t6\tand\t10\tyears | 6.09% | 9,798 | 11,429 |
| Senior\tnotes\twith\tmaturities |  |  |  |
| greater\tthan\t10\tyears | 7.00% | 11,284 | 11,435 |
| Senior\tsubordinated\tnotes\tdue |  |  |  |
| 2012 | 10.63% | 202 | 202 |
| ZONES\tdue\t2029 | 2.00% | 408 | 706 |
| Other,\tincluding\tcapital\tlease |  |  |  |
| obligations | — | 339 | 356 |
| Total\tdebt | 6.44%^(a) | $\t32,456 | $\t31,323 |
| Less:\tCurrent\tportion |  | 2,278 | 1,495 |
| Long-term\tdebt |  | $ 30,178 | $ 29,828 |

(a)	Includes	the	effects	of	our	derivative	financial	instruments.

As	of	December	31,	2008	and	2007,	our	debt	had	an	estimated	fair	value of	 $32.001	 billion	 and	 $32.565	 billion,	 respectively.	The	 estimated	 fair value	of	our	publicly	traded	debt	is	based	on	quoted	market	values	for	the debt.	To	estimate	the	fair	value	of	debt	issuances	for	which	there	are	no quoted	 market	 prices,	 we	 use	 interest	 rates	 available	 to	 us	 for	 debt issuances	with	similar	terms	and	remaining	maturities.

Some	of	our	loan	agreements	require	that	we	maintain	certain	financial ratios	based	on	our	debt	and	our	operating	income	before	depreciation and	amortization.	We	were	in	compliance	with	all	financial	covenants	for all	 periods	 presented.	See	Note	18	 for	 a	 discussion	 of	 our	 subsidiary guarantee	structures.

# Debt	Maturities

# Debt	Issuances	and	Borrowings

| Year	ended	December	31,	2008	(in	millions) |  |
| :--- | :--- |
| Revolving\tbank\tcredit\tfacility\tdue\t2013 | $ 1,510 |
| 5.70%\tnotes\tdue\t2018 | 1,000 |
| 6.40%\tnotes\tdue\t2038 | 1,000 |
| Other,\tnet | 25 |
| Total | $\t3,535 |

We	used	 the	net	proceeds	of	 these	 issuances	and	borrowings	 for	 the repayment	 of	 certain	 debt	 obligations,	 the	 repurchase	 of	 our	 common stock,	 the	 purchase	 of	 investments,	 working	 capital	 and	 general corporate	purposes.

# Debt	Redemptions	and	Repayments

| Year	ended	December	31,	2008	(in	millions) |  |
| :--- | :--- |
| Commercial\tpaper | $300 |
| Revolving\tbank\tcredit\tfacility\tdue\t2013 | 505 |
| 6.2%\tnotes\tdue\t2008 | 800 |
| 7.625%\tnotes\tdue\t2008 | 350 |
| 9.0%\tnotes\tdue\t2008 | 300 |
| ZONES\tdue\t2029 | 264 |
| Other,\tnet | 91 |
| Total | $\t2,610 |

# Debt	Instruments

# Commercial	Paper	Program

Our	commercial	paper	program	provides	a	lower	cost	borrowing	source of	 liquidity	 to	 fund	 our	 short-term	 working	 capital	 requirements.	 The program	allows	for	a	maximum	of	$2.25	billion	of	commercial	paper	to	be issued	at	any	one	time.	Our	revolving	bank	credit	facility	supports	this program.	Amounts	outstanding	under	the	program	are	classified	as	long term	in	our	consolidated	balance	sheet	because	we	have	both	the	ability and	the	intent	to	refinance	these	obligations,	if	necessary,	on	a	long-term basis	using	funds	available	through	our	revolving	bank	credit	facility.

# Revolving	Bank	Credit	Facility

In	 January	 2008,	 we	 entered	 into	 an	 amended	 and	 restated	 revolving bank	credit	facility	that	may	be	used	for	general	corporate	purposes.	This amendment	 increased	 the	 size	 of	 our	 existing	 revolving	 bank	 credit facility	from	$5.0	billion	to	$7.0	billion	and	extended	the	maturity	of	the loan	commitment	 from	October	2010	 to	January	2013.	The	base	rate, chosen	 at	 our	 option,	 is	 either	 the	 London	 Interbank	 Offered	 Rate ("LIBOR")	or	the	greater	of	the

prime	rate	or	the	Federal	Funds	rate	plus	0.5%.	The	borrowing	margin	is based	on	our	senior	unsecured	debt	ratings.	As	of	December	31,	2008, the	interest	rate	for	borrowings	under	the	credit	facility	was	LIBOR	plus 0.35%.	In	December	2008,	we	terminated	a	$200	million	commitment	to our	credit	facility	by	Lehman	Brothers	Bank,	FSB	("Lehman")	as	a	result of	Lehman's	default	under	a	borrowing	request.	At	a	discounted	value, we	repaid	Lehman's	portion	of	our	outstanding	credit	facility,	along	with accrued	interest	and	fees.	Subsequent	to	this	termination,	the	size	of	the credit	facility	is	$6.8	billion.

# Lines	and	Letters	of	Credit

As	of	December	31,	2008,	we	and	certain	of	our	subsidiaries	had	unused lines	 of	 credit	 totaling	 $5.501	 billion	 under	 various	 credit	 facilities	 and unused	irrevocable	standby	letters	of	credit	totaling	$337	million	to	cover potential	fundings	under	various	agreements.

# ZONES

At	maturity,	holders	of	our	2.0%	Exchangeable	Subordinated	Debentures due	2029	(the	"ZONES")	are	entitled	to	receive	in	cash	an	amount	equal to	the	higher	of	the	principal	amount	of	the	outstanding	ZONES	of	$1.060 billion	or	the	market	value	of	approximately	14.1	million	shares	of	Sprint Nextel	common	stock	and	approximately	0.7	million	shares	of	Embarq common	stock.	Before	maturity,	each	of	the	ZONES	is	exchangeable	at the	holder's	option	for	an	amount	of	cash	equal	to	95%	of	the	aggregate market	 value	 of	 one	 share	 of	 Sprint	 Nextel	 common	 stock	 and	 0.05 shares	of	Embarq	common	stock.

We	 separate	 the	 accounting	 for	 the	 ZONES	 into	 derivative	 and	 debt components.	 The	 following	 table	 presents	 the	 change	 in	 the	 carrying value	 of	 the	 debt	 component	 and	 the	 change	 in	 the	 fair	 value	 of	 the derivative	component	(see	Note	6).

We	are	exposed	to	the	market	risk	of	adverse	changes	in	interest	rates. To	 manage	 the	 volatility	 relating	 to	 these	 exposures,	 our	 policy	 is	 to maintain	a	mix	of	fixed-rate	and	variable-rate	debt	and	to	use	interest	rate derivative	transactions.

Using	swaps,	we	agree	to	exchange,	at	specified	dates,	the	difference between	fixed	and	variable	interest	amounts	calculated	by	reference	to	an agreed-upon	notional	principal	amount.	The	table	below	summarizes	the terms	of	our	existing	swaps.

# Fixed	to	Variable	Swaps

| December	31	(in	millions) | 2008 | 2007 |
| :--- | :--- | :--- |
| Maturities | 2009- | 2008- |
|  | 2018 | 2014 |
| Notional\tamount | $3,500 | $3,200 |
| Average\tpay\trate | 3.9% | 6.8% |
| Average\treceive\trate | 5.8% | 5.9% |
| Estimated\tfair\tvalue | $309 | $17 |

The	notional	amounts	presented	in	the	table	above	are	used	to	measure interest	 to	 be	 paid	 or	 received	 and	 do	 not	 represent	 the	 amount	 of exposure	 to	 credit	 loss.	 The	 estimated	 fair	 value	 represents	 the approximate	 amount	 of	 proceeds	 or	 payments	 required	 to	 settle	 the contracts.

In	2008,	2007	and	2006,	the	effect	of	our	interest	rate	derivative	financial instruments	 was	 an	 (decrease)	 increase	 to	 our	 interest	 expense	 of approximately	$(34)	million,	$43	million	and	$39	million,	respectively.

# Note	10:	Postretirement,	Pension	and	Other	Employee	Benefit	Plans

The	table	below	provides	condensed	information	on	our	postretirement	and	pension	benefit	plans.

|  | 2008 | 2008 | 2007 | 2007 | 2006 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tended\tDecember\t31\t(in\tmillions) | Postretirement\nBenefits | Pension\nBenefits | Postretirement\nBenefits | Pension\nBenefits | Postretirement\nBenefits | Pension\nBenefits |
| Benefit\tobligation | $338 | $181 | $280 | $179 | $280 | $184 |
| Fair\tvalue\tof\tplan\tassets | $– | $152 | $— | $157 | $— | $122 |
| Plan\tfunded\tstatus\tand\trecorded\tbenefit\tobligation | $\t(338) | $\t(29) | $\t(280) | $\t(22) | $\t(280) | $\t(62) |
| Portion\tof\tbenefit\tobligation\tnot\tyet\trecognized\tin |  |  |  |  |  |  |
| benefits\texpense | $(18) | $67 | $(39) | $1 | $(4) | $12 |
| Benefits\texpense | $36 | $1 | $34 | $4 | $29 | $8 |
| Discount\trate | 6.15% | 6.00% | 6.65% | 6.25% | 6.00% | 5.75% |
| Expected\treturn\ton\tplan\tassets | N/A | 8.00% | N/A | 8.00% | N/A | 7.00% |

# Postretirement	Benefit	Plans

Our	 postretirement	 medical	 benefits	 cover	 substantially	 all	 of	 our employees	who	meet	certain	age	and	service	requirements.	The	majority of	 eligible	 employees	 participate	 in	 the	 Comcast	 Postretirement Healthcare	Stipend	Program	(the	"stipend	plan"),	and	a	small	number	of eligible	 employees	 participate	 in	 legacy	 plans	 of	 acquired	 companies. The	 stipend	 plan	 provides	 an	 annual	 stipend	 for	 reimbursement	 of healthcare	costs	to	each	eligible	employee	based	on	years	of	service. Under	the	stipend	plan,	we	are	not	exposed	to	the	increasing	costs	of healthcare	because	the	benefits	are	fixed	at	a	predetermined	amount.

# Pension	Benefit	Plans

We	 sponsor	 two	 pension	 plans	 that	 together	 provide	 benefits	 to substantially	 all	 former	 employees	 of	 a	 previously	 acquired	 company. Future	benefits	for	both	plans	have	been	frozen.

# Other	Employee	Benefits

# Deferred	Compensation	Plans

We	 maintain	 unfunded,	 nonqualified	 deferred	 compensation	 plans	 for certain	 members	 of	 management	 and	 nonemployee	 directors	 (each	 a "participant").	The	amount	of	compensation	deferred	by	each	participant is	based	on	participant	elections.	Participant	accounts	are	credited	with income	primarily	based	on	a	fixed	annual	rate.	Participants	are	eligible	to receive	distributions	of	the	amounts	credited	to	their	account	based	on elected	deferral	periods	that	are	consistent	with	the	plans	and	applicable tax	law.	We	have	purchased	life	insurance	policies	to	fund	a	portion	of the	unfunded	obligation	related	to	our	deferred	compensation	plans.	As	of December	31,	2008	and	2007,	the	cash	surrender	value	of	these	policies, which	are	recorded	in	other	noncurrent	assets,	was	approximately	$147 million	and	$112	million,	respectively.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Benefit\tobligation | $797 | $672 | $554 |
| Interest\texpense | $76 | $65 | $50 |

# Split	Dollar	Life	Insurance

We	also	have	collateral	assignment	split-dollar	life	insurance	agreements with	 select	 key	 employees	 that	 require	 us	 to	 bear	 certain	 insurance- related	costs.	Under	some	of	these	agreements,	our	obligation	to	provide benefits	to	the	employees	extends	beyond	retirement.

On	January	1,	2008,	in	connection	with	the	adoption	of	EITF	06-10,	we adjusted	 beginning	 retained	 earnings	 and	 recorded	 a	 liability	 of	 $132 million	 for	 the	 present	 value	 of	 the	 postretirement	 benefit	 obligation related	to	our	split-dollar	life	insurance	agreements	(see	Note	3).	As	of December	31,	2008,	this	benefit	obligation	was	$145	million.	The	related expenses	were	$24	million	for	the	year	ended	December	31,	2008.

# Retirement	Investment	Plans

We	sponsor	several	401(k)	retirement	plans	that	allow	eligible	employees to	contribute	a	portion	of	their	compensation	through	payroll	deductions in	accordance	with	specified	guidelines.	We	match	a	percentage	of	the employees'	 contributions	 up	 to	 certain	 limits.	 For	 the	 years	 ended December	31,	2008,	2007	and	2006,	expenses	related	 to	 these	plans amounted	to	$178	million,	$150	million	and	$125	million,	respectively.

# Note	11:	Stockholders'	Equity

# Common	Stock

In	the	aggregate,	holders	of	our	Class	A	common	stock	have	66 	2/3%	of the	 voting	 power	 of	 our	 common	 stock	 and	 holders	 of	 our	 Class	 B common	stock	have	331/ 3%	of	the	voting	power	of	our	common	stock. Our	Class	A	Special	common	stock	is	generally	nonvoting.	Each	share	of our	Class	B	common	stock	is	entitled	to	15	votes.	The	number	of	votes held	by	each	share	of	our	Class	A	common	stock	depends	on	the	number of	shares	of	Class	A	and	Class	B	common	stock	outstanding	at	any	given time.	The	331/ 3%	aggregate	voting	power	of	our	Class	B	common	stock cannot	be	diluted	by	additional	issuances	of	any	other	class	of	common stock.	Our	Class	B	common	stock	is	convertible,	share	for	share,	into Class	A	or	Class	A	Special	common	stock,	subject	to	certain	restrictions.

In	2007,	our	Board	of	Directors	authorized	a	$7	billion	addition	 to	our existing	 share	 repurchase	 authorization.	 Under	 this	 authorization,	 we may	 repurchase	 shares	 in	 the	 open	 market	 or	 in	 private	 transactions, subject	 to	 market	 conditions.	 As	 of	 December 31, 2008,	 we	 had approximately $4.1 billion	 of	 availability	 remaining	 under	 our	 share repurchase	authorization.	We	have	previously	indicated	our	plan	to	fully use	our	remaining	share	repurchase	authorization	by	the	end	of	2009, subject	 to	 market	 conditions.	 However,	 due	 to	 difficult	 economic conditions	 and	 instability	 in	 the	 capital	 markets,	 it	 is	 unlikely	 we	 will complete	 our	 share	 repurchase	 authorization	 by	 the	 end	 of	 2009	 as previously	planned.	The	table	below	shows	our	aggregate	repurchases during	2008,	2007	and	2006.

# Share	Repurchases

Our	Board	of	Directors	declared	a	dividend	of	$0.0625	per	share	for	each quarter	 in	 2008,	 totaling	 approximately $727 million,	 of	 which approximately	$547	million	was	paid	in	2008.	We	expect	to	continue	to pay	quarterly	dividends,	though	each	subsequent	dividend	is	subject	to approval	by	our	Board	of	Directors.	We	did	not	declare	or	pay	any	cash dividends	in	2007	or	2006.

# Accumulated	Other	Comprehensive	Income	(Loss)

The	table	below	presents	our	accumulated	other	comprehensive	income (loss),	net	of	taxes.

| Year	ended	December	31	(in	millions) | 2008 | 2007 |
| :--- | :--- | :--- |
| Unrealized\tgains\t(losses)\ton\tmarketable |  |  |
| securities | $19 | $27 |
| Unrealized\tgains\t(losses)\ton\tcash\tflow |  |  |
| hedges | (97) | (110) |
| Unrealized\tgains\t(losses)\ton\temployee |  |  |
| benefit\tobligations | (31) | 24 |
| Cumulative\ttranslation\tadjustments | (4) | 3 |
| Accumulated\tother\tcomprehensive\tincome |  |  |
| (loss) | $\t(113) | $(56) |

Unrealized	losses	on	cash	flow	hedges	in	the	table	above	relate	to	our interest	 rate	 lock	 agreements	 entered	 into	 to	 fix	 the	 interest	 rates	 of certain	of	our	debt	obligations	in	advance	of	their	issuance.	Unless	we retire	this	debt	early,	these	unrealized	losses	as	of	December	31,	2008 will	be	reclassified	as	an	adjustment	to	interest	expense	over	9	years,	the same	 period	 over	 which	 the	 related	 interest	 costs	 are	 recognized	 in earnings.

# Note	12:	Share-Based	Compensation

Our	Board	of	Directors	may	grant	share-based	awards,	 in	 the	 form	of stock	options	and	RSUs,	to	certain	employees	and	directors.	Additionally, through	 our	 employee	 stock	 purchase	 plan,	 employees	 are	 able	 to purchase	shares	of	Comcast	Class	A	stock	at	a	discount	through	payroll deductions.

Recognized	Share-Based	Compensation	Expense	Under	SFAS	123R

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Stock\toptions | $99 | $74 | $120 |
| Restricted\tshare\tunits | 96 | 79 | 62 |
| Employee\tstock\tpurchase\tplan | 13 | 11 | 8 |
| Total | $208 | $164 | $190 |
| Tax\tbenefit | $71 | $56 | $66 |

As	of	December	31,	2008,	we	had	unrecognized	pretax	compensation expense	 of	 $292	 million	 and	 $279	 million	 related	 to	 nonvested	 stock options	and	nonvested	RSUs,	respectively,	that	will	be	recognized	over	a weighted	 average	 period	 of	 approximately	 2.0	 years.	 The	 amount	 of share-based	 compensation	 capitalized	 was	 not	 material	 to	 our consolidated	financial	statements	for	the	periods	presented.

When	stock	options	are	exercised	or	RSU	awards	are	settled	through	the issuance	 of	 shares,	 any	 income	 tax	 benefit	 realized	 in	 excess	 of	 the amount	 associated	 with	 compensation	 expense	 that	 was	 previously recognized	for	financial	reporting	purposes	is	presented	as	a	financing activity	rather	than	as	an	operating	activity	in	our	consolidated	statement of	 cash	 flows.	 The	 excess	 cash	 income	 tax	 benefit	 classified	 as	 a financing	 cash	 inflow	 in	 2008,	 2007	 and	 2006	 was	 approximately	 $15 million,	$33	million	and	$33	million,	respectively.

# Option	Plans

We	maintain	stock	option	plans	for	certain	employees	under	which	fixed- price	stock	options	may	be	granted	and	the	option	price	is	generally	not less	than	the	fair	value	of	a	share	of	the	underlying	stock	at	the	date	of grant.	Under	our	stock	option	plans,	a	combined	total	of	approximately 226	million	shares	of	our	Class	A	and	Class	A	Special	common	stock	are reserved	for	the	exercise	of	stock	options,	including	those	outstanding	as of	December	31,	2008.	Option	terms	are	generally	10	years,	with	options generally	becoming	exercisable	between	2	and	9.5	years	from	the	date of	grant.

We	use	the	Black-Scholes	option	pricing	model	to	estimate	the	fair	value of	 each	 stock	 option	 on	 the	 date	 of	 grant.	 The	 Black-Scholes	 option pricing	 model	 uses	 the	 assumptions	 summarized	 in	 the	 table	 below. Dividend	 yield	 is	 based	 on	 the	 yield	 at	 the	 date	 of	 grant.	 Expected volatility	 is	 based	 on	 a	 blend	 of	 implied	 and	 historical	 volatility	 of	 our Class	A	common	stock.	The	risk-free	rate	is	based	on	the	U.S.	Treasury yield	curve	in	effect	at	the	date	of	grant.	We	use	historical	data	on	the exercise	of	stock	options	and	other	factors	expected	to	impact	holders' behavior	to	estimate	the	expected	term	of	the	options	granted.	The	table below	summarizes	the	weighted-average	fair	values	at	the	date	of	grant of	a	Class	A	common	stock	option	granted	under	our	stock	option	plans and	the	related	weighted-average	valuation	assumptions.

Stock	Option	Fair	Value	and	Significant	Assumptions

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Fair\tvalue | $\t6.47 | $\t9.61 | $\t7.30 |
| Dividend\tyield | 1.3% | 0% | 0% |
| Expected\tvolatility | 32.8% | 24.3% | 26.9% |
| Risk-free\tinterest\trate | 3.0% | 4.5% | 4.8% |
| Expected\toption\tlife\t(in\tyears) | 7.0 | 7.0 | 7.0 |

In	2007,	we	began	granting	net	settled	stock	options	 instead	of	stock options	exercised	with	a	cash	payment	("cash	settled	stock	options").	In net	settled	stock	options,	an	employee	receives	the	number	of	shares equal	 to	 the	 number	 of	 options	 being	 exercised	 less	 the	 number	 of shares	 necessary	 to	 satisfy	 the	 cost	 to	 exercise	 the	 options	 and,	 if applicable,	taxes	due	on	exercise	based	on	the	fair	value	of	the	shares	at the	exercise	date.	The	change	to	net	settled	stock	options	will	result	in fewer	shares	being	issued	and	no	cash	proceeds	being	received	by	us when	a	net	settled	option	is	exercised.	Following	the	change,	we	offered employees	the	opportunity	to	modify	their	outstanding	stock	options	from cash	 settled	 to	 net	 settled.	The	 modifications	 that	 were	 made	 did	 not result	in	any	additional	compensation	expense.

# 2008	Stock	Option	Activity

|  | Cash	Settled<br>Options<br>(in	thousands) | Net	Settled<br>Options<br>(in	thousands) | Weighted-<br>Average<br>Exercise<br>Price | Average<br>Remaining<br>Contractual	Term<br>(in	years) | Aggregate<br>Intrinsic	Value<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Class\tA\tCommon\tStock |  |  |  |  |  |
| Outstanding\tas\tof\tJanuary\t1,\t2008 | 56,272 | 62,246 | $\t25.07 |  |  |
| Modified\t(cash-settled\tto\tnet-settled) | (505) | 505 | $19.14 |  |  |
| Granted | — | 24,728 | $18.98 |  |  |
| Exercised | (2,254) | (1,245) | $18.10 |  |  |
| Forfeited | (986) | (2,911) | $21.16 |  |  |
| Expired | (6,216) | (2,408) | $36.84 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2008 | 46,311 | 80,915 | $23.41 | 5.6 | $\t2.1 |
| Weighted-average\texercise\tprice,\tas\tof |  |  |  |  |  |
| December\t31,\t2008 | $25.91 | $21.96 |  |  |  |
| Exercisable\tas\tof\tDecember\t31,\t2008 | 38,598 | 27,937 | $25.89 | 3.5 | $1.1 |
| Weighted-average\texercise\tprice,\tas\tof |  |  |  |  |  |
| December\t31,\t2008 | $27.38 | $23.83 |  |  |  |
| Class\tA\tSpecial\tCommon\tStock |  |  |  |  |  |
| Outstanding\tas\tof\tJanuary\t1,\t2008 | 15,206 | 41,396 | $22.41 |  |  |
| Modified\t(cash-settled\tto\tnet-settled) | (962) | 962 | $27.89 |  |  |
| Exercised | (1,747) | (5,679) | $11.29 |  |  |
| Forfeited | (11) | (2) | $23.44 |  |  |
| Expired | (815) | (79) | $24.41 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2008 | 11,671 | 36,598 | $24.08 | 2.0 | $2.6 |
| Weighted-average\texercise\tprice,\tas\tof |  |  |  |  |  |
| December\t31,\t2008 | $23.34 | $24.32 |  |  |  |
| Exercisable\tas\tof\tDecember\t31,\t2008 | 11,232 | 32,489 | $24.15 | 1.9 | $2.3 |
| Weighted-average\texercise\tprice,\tas\tof |  |  |  |  |  |
| December\t31,\t2008 | $23.47 | $24.39 |  |  |  |

Cash	received	from	cash	settled	options	exercised	during	the	year	ended December	31,	2008	was	$49	million.

The	table	below	summarizes	information	on	exercised	stock	options.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Intrinsic\tvalue\tof\toptions\texercised | $\t85 | $\t171 | $\t180 |
| Tax\tbenefit\tof\toptions\texercised | $ 30 | $58 | $62 |

The	 stock	 option information	 above	 does	 not include	 9.0	 million	 stock options	outstanding,	with	a	weighted	average	exercise	price

of	$31.41	per	share,	for	the	year	ended	December	31,	2008.	These	stock options	were	issued	under	a	stock	option	liquidity	program	in	2005	and will	expire	by	the	end	of	2012.

We	also	maintain	a	deferred	stock	option	plan	for	certain	employees	and directors	 that	 provided	 the	 optionees	 with	 the	 opportunity	 to	 defer	 the receipt	of	shares	of	Class	A	or	Class	A	Special	common	stock	that	would otherwise	 be	 deliverable	 when	 the	 stock	 options	 are	 exercised.	As	 of December	31,	2008,	approximately	2.0	million	shares	of	Class	A	Special common	 stock	 were	 issuable	 under	 exercised	 options,	 the	 receipt	 of which	was	irrevocably	deferred	by	the	optionees	under	the	deferred	stock option	plan.

# Restricted	Stock	Plan

We	maintain	a	restricted	stock	plan	under	which	certain	employees	and directors	("participants")	may	be	granted	RSU	awards	in	units	of	Class	A or	 Class	A	 Special	 common	 stock.	 Under	 the	 restricted	 stock	 plan,	 a combined	 total	of	approximately	50	million	shares	of	our	Class	A	and Class	A	Special	common	stock	are	reserved	for	issuance,	including	those outstanding	as	of	December	31,	2008.	RSUs,	which	are	valued	based	on the	 closing	 price	 on	 the	 date	 of	 grant	 and	 discounted	 for	 the	 lack	 of dividends,	if	any,	during	the	vesting	period,	entitle	participants	to	receive, at	the	time	of	vesting,	one	share	of	common	stock	for	each	RSU.	The awards	vest	annually,	generally	over	a	period	not	to	exceed	5	years,	and do	not	have	voting	or	dividend	rights.

The	table	below	summarizes	the	weighted-average	fair	value	at	the	date of	grant	of	the	RSUs.

|  | Share	Unit<br>Awards<br>(in	thousands) | Weighted-<br>Average	Grant<br>Date	Fair	Value |
| :--- | :--- | :--- |
| Class\tA\tCommon\tStock |  |  |
| Nonvested\tawards\tas\tof |  |  |
| January\t1,\t2008 | 16,456 | $\t21.97 |
| Granted | 8,652 | $18.06 |
| Vested | (3,342) | $21.64 |
| Forfeited | (1,430) | $20.87 |
| Nonvested\tawards\tas\tof |  |  |
| December\t31,\t2008 | 20,336 | $19.64 |

# The	table	below	summarizes	information	on	vested	RSUs.

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Fair\tvalue\tof\tRSUs\tvested | $\t65 | $\t75 | $\t32 |
| Tax\tbenefit\tof\tRSUs\tvested | $ 23 | $ 24 | $9 |

The	restricted	stock	plan	also	provides	certain	employees	and	directors the	 opportunity	 to	 defer	 the	 receipt	 of	 shares	 of	 Class	A	 or	 Class	A Special	common	stock	 that	would	otherwise	be	deliverable	when	 their RSUs	vest.	As	of	December	31,	2008,	approximately	941,000	and	89,000 shares	of	Class	A	common	stock	and	Class	A	Special	common	stock, respectively,	 were	 issuable	 under	 vested	 RSU	 awards,	 the	 receipt	 of which	was	irrevocably	deferred	by	participants.

# Employee	Stock	Purchase	Plan

We	maintain	an	employee	stock	purchase	plan	that	offers	employees	the opportunity to	 purchase	 shares	 of	 Class	 A	 common	 stock	 at	 a	 15% discount.	 We recognize the fair	 value	 of the	 discount	 associated	 with shares	purchased	under	the	plan	as	share-based	compensation	expense in	accordance	with	SFAS	No.	123R.	The	employee	cost	associated	with participation in the plan	 was satisfied	 with payroll	 withholdings of approximately	$50	million,	$48	million	and	$35	million	in	2008,	2007	and 2006,	respectively.

# Note	13:	Income	Taxes

# Components	of	Income	Tax	(Expense)	Benefit

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Current\t(expense)\tbenefit |  |  |  |
| Federal | $(751) | $\t(1,280) | $(887) |
| State | (287) | (273) | (77) |
|  | \t(1,038) | (1,553) | (964) |
| Deferred\t(expense)\tbenefit |  |  |  |
| Federal | (547) | (128) | (301) |
| State | 52 | (119) | (82) |
|  | (495) | (247) | (383) |
| Income\ttax\t(expense)\tbenefit | $ (1,533) | $ (1,800) | $\t(1,347) |

Our income tax expense differs from the federal statutory amount because	of	the	effect	of	the	items	detailed	in	the	table	below.

# Components	of	Net	Deferred	Tax	Liability

| December	31	(in	millions) | 2008 | 2007 |
| :--- | :--- | :--- |
| Deferred\tTax\tAssets: |  |  |
| Net\toperating\tloss\tcarryforwards | $220 | $252 |
| Differences\tbetween\tbook\tand\ttax\tbasis |  |  |
| of\tlong-term\tdebt | 153 | 163 |
| Nondeductible\taccruals\tand\tother | 1,351 | 1,225 |
|  | 1,724 | 1,640 |
| Deferred\tTax\tLiabilities: |  |  |
| Differences\tbetween\tbook\tand\ttax\tbasis |  |  |
| of\tproperty\tand\tequipment\tand |  |  |
| intangible\tassets | \t27,354 | \t25,935 |
| Differences\tbetween\tbook\tand\ttax\tbasis |  |  |
| of\tinvestments | 588 | 1,542 |
| Differences\tbetween\tbook\tand\ttax\tbasis |  |  |
| of\tindexed\tdebt\tsecurities | 472 | 829 |
|  | 28,414 | 28,306 |
| Net\tdeferred\ttax\tliability | $ 26,690 | $ 26,666 |

Changes	 in	 net	 deferred	 income	 tax	 liabilities	 in	 2008	 that	 were	 not recorded	as	deferred	income	tax	expense	relate	to	reductions	in	deferred income	 tax	 liabilities	 of	 $79	 million	 associated	 with	 acquisition-related purchase	price	allocations,	of	$365	million	related	to	the	settlement	of	an uncertain	tax	position	of	an	acquired	entity	and	of	$27	million	associated with	items	included	in	other	comprehensive	income	(loss).

Net	deferred	tax	assets	included	in	current	assets	are	primarily	related	to our	current	investments	and	current	liabilities.	As	of	December	31,	2008, we	 had	 federal	 net	 operating	 loss	 carryforwards	 of	 $229	 million	 and various	 state	 net	 operating	 loss	 carryforwards	 that	 expire	 in	 periods through	 2028.	 The	 determination	 of	 the	 state	 net	 operating	 loss carryforwards	is	dependent	on	our	subsidiaries'	taxable	income	or	loss, apportionment	percentages,	and	state	laws	that	can	change	from	year	to year	and	impact	the	amount	of	such	carryforwards.

In	2008,	2007	and	2006,	income	tax	benefits	attributable	to	share-based compensation	of	approximately	$28	million,	$49	million	and	$60	million, respectively,	were	allocated	to	stockholders'	equity.

# Uncertain	Tax	Positions

We	adopted	FIN	48	on	January	1,	2007,	at	which	time	we	recorded	a cumulative	effect	adjustment	increasing	retained	earnings	by	$60	million. Our	uncertain	tax	positions	as	of	December	31,	2008	totaled	$1.45	billion, excluding	 the	 federal	 benefits	 on	 state	 tax	 positions	 that	 have	 been recorded	 as	 deferred	 income	 taxes.	 If	 we	 were	 to	 recognize	 the	 tax benefit	for

such	positions	in	the	future,	approximately	$1.2	billion	would	impact	our effective	tax	rate	with	the	remaining	amount	impacting	deferred	income taxes.

# Reconciliation	of	Unrecognized	Tax	Benefits

| (in	millions) | 2008 | 2007 |
| :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $\t1,921 | $\t2,099 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto |  |  |
| the\tcurrent\tyear | 55 | 65 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto |  |  |
| prior\tyears | 30 | 18 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (411) | (157) |
| Reductions\tdue\tto\texpiration\tof\tstatute\tof |  |  |
| limitations | (3) | (3) |
| Settlements\twith\ttaxing\tauthorities | (142) | (101) |
| Balance\tas\tof\tDecember\t31 | $ 1,450 | $ 1,921 |

As	of	December	31,	2008	and	2007,	we	had	accrued	approximately	$787 million	 and	 $766	 million,	 respectively,	 of	 interest	 associated	 with	 our uncertain	tax	positions.

During	2008,	we	recognized	approximately	$411	million	of	 income	 tax benefits	as	a	result	of	the	settlement	of	an	uncertain	tax	position	of	an acquired	 entity.	 The	 tax	 position	 related	 to	 the	 deductibility	 of	 certain costs	 incurred	 in	 connection	 with	 a	 business	 acquisition.	 The	 primary impacts	of	the	settlement	were	reductions	to	our	deferred	income	tax	and other	 long-term	 liabilities	 of	 approximately	 $542	 million,	 a	 reduction	 to goodwill	 of	 approximately	 $477	 million	 and	 a	 reduction	 to	 income	 tax expense	of	approximately	$65	million.

We	are	litigating	an	uncertain	tax	position	which	is	scheduled	for	trial	in October	2009.	As	a	result,	it	is	reasonably	possible	that	our	uncertain	tax positions	could	significantly	change	within	the	next	12	months.	We	are unable	to	estimate	the	range	of	possible	change.

During	 2007,	 the	 Internal	 Revenue	 Service	 ("IRS")	 completed	 its examination	of	our	income	tax	returns	for	the	years	2000	through	2004. The	 IRS	 proposed	 certain	 adjustments	 that	 relate	 primarily	 to	 certain financing	 transactions.	 We	 are	 currently	 disputing	 those	 proposed adjustments,	but	if	the	adjustments	are	sustained,	they	would	not	have	a material	impact	on	our	effective	tax	rate.	The	IRS	is	currently	examining our	2005	and	2006	tax	returns	and	various	states	are	currently	conducting examinations	 of	 our	 income	 tax	 returns	 for	 years	 through	 2007.	 In addition,	 the	 statutes	 of	 limitations	 could	 expire	 for	 certain	 of	 our	 tax returns	over	the	next	12	months,	which	could	result	in	decreases	to	our uncertain	tax	positions.	These	adjustments	are	not	expected	to	have	a material	impact	on	our	effective	tax	rate.

# Note	14:	Statement	of	Cash	Flows	—	Supplemental	Information

Cash	Payments	for	Interest	and	Income	Taxes

| Year	ended	December	31	(in	millions) | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Interest | $\t2,256 | $\t2,134 | $\t1,880 |
| Income\ttaxes | $762 | $ 1,638 | $ 1,284 |

# Noncash	Financing	and	Investing	Activities

•	exchanged	our	50%	interest	in	the	Insight	asset	pool	for	Insight's	50% interest	in	the	Comcast	asset	pool,	which	is	a	noncash	investing	activity

•	recorded	a	liability	of	approximately	$180	million	for	a	quarterly	cash dividend	of	$0.0625	per	common	share	paid	in	January	2009,	which	is	a noncash	financing	activity

•	acquired	 approximately	 $559	 million	 of	 property	 and	 equipment	 and software	 that	 are	 accrued	 but	 unpaid,	 which	 is	 a	 noncash	 investing activity

•	issued	an	interest	in	a	consolidated	entity	with	a	value	of	approximately $145	 million in	 exchange	 for	 certain	 programming	 rights,	 which	 is	 a noncash	investing	activity

•	exchanged	our	50%	interest	in	the	Kansas	City	asset	pool	for	TWC's 50%	interest	in	the	Houston	asset	pool,	which	is	a	noncash	investing activity

•	settled	 the	 remaining	 outstanding $49 million	 face	 amount	 of exchangeable	 notes	 by	 delivering	 approximately 1.8	 million of	 the 2.2	million	underlying	Vodafone	ADRs	to	the	counterparty,	which	is	a noncash	financing	and	investing	activity

•	entered	 into	 capital	 leases totaling	 $46	 million,	 which is	 a	 noncash investing	and	financing	activity

•	exchanged	investments	for	cable	systems	in	the	redemptions	with	a	fair value	of	approximately	$3.2	billion	and	cable	systems	for	cable	systems in	the	exchanges	with	a	fair	value	of	approximately	$8.5	billion,	which are	noncash	investing	activities

•	acquired	an	additional	equity	interest	with	a	fair	value	of	$21	million	and recorded	a	liability	for	a	corresponding	amount	in	connection	with	our achievement	of	certain	customer	launch	milestones,	which	is	a	noncash investing	and	operating	activity

•	assumed	 a	 $185	 million	 principal	 amount	 variable-rate	 term	 loan	 in connection	 with	 the	 Susquehanna	 transaction,	 which	 is	 a	 noncash financing	and	investing	activity

# Note	15:	Commitments	and	Contingencies

# Commitments

Our	 programming	 networks	 have	 entered	 into	 license	 agreements	 for programs	and	sporting	events	that	are	available	for	telecast.	In	addition, we,	 through	 Comcast	 Spectacor,	 have	 employment	 agreements	 with both	players	and	coaches	of	our	professional	sports	teams.	Certain	of these	 employment	 agreements,	 which	 provide	 for	 payments	 that	 are guaranteed	regardless	of	employee	injury	or	termination,	are	covered	by disability	insurance	if	certain	conditions	are	met.

One	 of	 our	 subsidiaries	 supports	 debt	 compliance	 with	 respect	 to obligations	 of	 a	 cable	 television	 investment	 in	 which	 we	 hold	 an ownership	 interest.	The	obligation	expires	March	2011.	Although	 there can	be	no	assurance,	we	believe	that	we	will	not	be	required	to	meet	our obligation	 under	 such	 commitment.	 The	 total	 notional	 amount	 of	 our commitment	was	$410	million	as	of	December	31,	2008,	at	which	time there	were	no	quoted	market	prices	for	similar	agreements.	This	amount reflects	a	decrease	of	approximately	$555	million	from	December		31, 2007,	primarily	as	a	result	of	the	Insight	transaction	(see	Note	5).

The	table	below	summarizes	our	minimum	annual	commitments	under the	programming	license	agreements	of	our	programming	networks	and regional	sports	networks	and	our	minimum	annual	rental	commitments for	office	space,	equipment	and	transponder	service	agreements	under noncancelable	operating	leases.

|  | License | Operating |
| :--- | :--- | :--- |
| As\tof\tDecember\t31,\t2008\t(in\tmillions) | Agreements | Leases |
| 2009 | $559 | $385 |
| 2010 | $593 | $317 |
| 2011 | $578 | $225 |
| 2012 | $510 | $176 |
| 2013 | $516 | $152 |
| Thereafter | $\t5,145 | $\t833 |

The	 following	 table	 summarizes	 our rental	 expense	 and	 programming license	expense	charged	to	operations:

# Contingencies

We	and	the	minority	owner	group	in	Comcast	Spectacor	each	have	the right	 to	 initiate	 an	 exit	 process	 under	 which	 the	 fair	 market	 value	 of Comcast	Spectacor	would	be	determined	by	appraisal.	Following	such determination,	we	would	have	the	option	to	acquire	the	24.3%	interest	in Comcast	Spectacor	owned	by	 the	minority	owner	group	based	on	 the appraised	fair	market	value.	In	the	event	we	do	not	exercise	this	option, we	and	the	minority	owner	group	would	then	be	required	to	use	our	best efforts	to	sell	Comcast	Spectacor.	This	exit	process	includes	the	minority owner	group's	interest	in	Comcast	SportsNet	(Philadelphia).

The	minority	owners	in	certain	of	our	technology	development	ventures also	have	rights	to	trigger	an	exit	process	after	a	certain	period	of	time based	 on	 the	 fair	 value	 of	 the	 entities	 at	 the	 time	 the	 exit	 process	 is triggered.

In	addition,	we	are	among	the	defendants	in	a	purported	class	action	filed in	 the	United	States	District	Court	 for	 the	Central	District	of	California ("Central	 District")	 in	 September	 2007.	 The	 plaintiffs	 allege	 that	 the defendants	 who	 produce	 video	 programming	 have	 entered	 into agreements	with	the	defendants	who

distribute	video	programming	via	cable	and	satellite	(including	us,	among others),	 which	 preclude	 the	 distributors	 from	 reselling	 channels	 to subscribers	on	an	"unbundled"	basis	in	violation	of	federal	antitrust	laws. The	plaintiffs	seek	treble	damages	for	the	loss	of	their	ability	to	pick	and choose	the	specific	"bundled"	channels	to	which	they	wish	to	subscribe, and	injunctive	relief	requiring	each	distributor	defendant	to	resell	certain channels	to	its	subscribers	on	an	"unbundled"	basis.	The	potential	class is	 comprised	 of	 all	 persons	 residing	 in	 the	 United	 States	 who	 have subscribed	to	an	expanded	basic	level	of	video	service	provided	by	one of	the	distributor	defendants.	We	and	the	other	defendants	filed	motions to	dismiss	an	amended	complaint	in	April	2008.	In	June	2008,	the	Central District	denied	the	motions	to	dismiss.	In	July	2008,	we	and	the	other defendants	filed	motions	to	certify	certain	issues	decided	in	the	Central District's	 June	 2008	 order	 for	 interlocutory	 appeal	 to	 the	 Ninth	 Circuit Court	 of	Appeals.	 On	August	 8,	 2008,	 the	 Central	 District	 denied	 the certification	 motions.	 In	 January	 2009,	 the	 Central	 District	 approved	 a stipulation	between	the	parties	dismissing	the	action	as	to	one	of	the	two plaintiffs	identified	in	the	amended	complaint	as	a	Comcast	subscriber. Discovery	relevant	to	plaintiffs'	anticipated	motion	for	class	certification	is currently	 proceeding,	 with	 plaintiffs	 scheduled	 to	 file	 their	 class certification	motion	in	April	2009.

We	and	several	of	our	current	officers	have	been	named	as	defendants	in a	separate	purported	class	action	lawsuit	filed	in	the	Eastern	District	in February	 2008.	 The	 alleged	 class	 comprises	 participants	 in	 our retirement-investment	(401(k))	plan	that	invested	in	the	plan's	company stock	account.	The	plaintiff	asserts	 that	 the	defendants	breached	 their fiduciary	 duties	 in	 managing	 the	 plan.	 The	 plaintiff	 seeks	 unspecified damages.	The	plaintiff	filed	an	amended	complaint	in	June	2008,	and	in July	 2008	 we	 filed	 a	 motion	 to	 dismiss	 the	 amended	 complaint.	 On October	29,	2008,

the	 Court	 granted	 in	 part	 and	 denied	 in	 part	 that	 motion.	 The	 Court dismissed	a	claim	alleging	that	defendants	failed	to	provide	complete	and accurate	 disclosures	 concerning	 the	 plan,	 but	 did	 not	 dismiss	 claims alleging	 that	plan	assets	were	 imprudently	 invested	 in	company	stock. We	filed	an	answer	to	the	amended	complaint	on	December	11,	2008, and	discovery	is	proceeding	in	the	action.

# Note	16:	Financial	Data	by	Business	Segment

Our	reportable	segments	consist	of	our	Cable	and	Programming	businesses.	In	evaluating	the	profitability	of	our	segments,	the	components	of	net income	(loss)	below	operating	income	(loss)	before	depreciation	and	amortization	are	not	separately	evaluated	by	our	management.	Assets	are	not allocated	to	segments	for	management	reporting	although	approximately	95%	of	our	assets	relate	to	the	Cable	segment.	Our	financial	data	by	business segment	is	presented	in	the	table	below.

|  |  |  | Corporate	and | Eliminations^(e) |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Cable^(a)(b) | Programming^(c) | Other^(d)(e) | (f) | Total |
| 2008 |  |  |  |  |  |
| Revenue(g) | $\t32,443 | $\t1,426 | $\t644 | $\t(257) | $\t34,256 |
| Operating\tincome\t(loss)\tbefore\tdepreciation\tand\tamortization (h) | 13,170 | 362 | (399) | (1) | 13,132 |
| Depreciation\tand\tamortization | 6,125 | 199 | 107 | (31) | 6,400 |
| Operating\tincome\t(loss) | 7,045 | 163 | (506) | 30 | 6,732 |
| Capital\texpenditures | 5,545 | 44 | 161 | — | 5,750 |
| 2007 |  |  |  |  |  |
| Revenue(g) | $ 29,305 | $1,314 | $515 | $(239) | $ 30,895 |
| Operating\tincome\t(loss)\tbefore\tdepreciation\tand\tamortization (h) | 11,922 | 286 | (425) | 3 | 11,786 |
| Depreciation\tand\tamortization | 5,924 | 223 | 100 | (39) | 6,208 |
| Operating\tincome\t(loss) | 5,998 | 63 | (525) | 42 | 5,578 |
| Capital\texpenditures | 5,993 | 35 | 130 | — | 6,158 |
| 2006 |  |  |  |  |  |
| Revenue(g) | $ 24,042 | $1,054 | $412 | $(542) | $ 24,966 |
| Operating\tincome\t(loss)\tbefore\tdepreciation\tand\tamortization (h) | 9,667 | 239 | (318) | (146) | 9,442 |
| Depreciation\tand\tamortization | 4,657 | 167 | 79 | (80) | 4,823 |
| Operating\tincome\t(loss) | 5,010 | 72 | (397) | (66) | 4,619 |
| Capital\texpenditures | 4,244 | 16 | 31 | 104 | 4,395 |

(a)	For	the	years	ended	December	31,	2008,	2007	and	2006,	Cable	segment	revenue	was	derived	from	the	following	services:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Video | 58.0% | 60.4% | 62.6% |
| High-speed\tInternet | 22.3% | 21.9% | 20.6% |
| Phone | 8.2% | 6.0% | 3.8% |
| Advertising | 4.7% | 5.2% | 6.1% |
| Franchise\tfees | 2.8% | 2.8% | 3.0% |
| Other | 4.0% | 3.7% | 3.9% |
| Total | 100.0% | 100.0% | 100.0% |

Subscription	revenue	received	from	customers	who	purchase	bundled	services	at	a	discounted	rate	is	allocated	proportionally	to	each	service	based	on	the	individual	service's	price	on	a	stand- alone	basis.

(b) Our	Cable	segment	includes	our	regional	sports	networks.

(c) Our	Programming	segment	consists	primarily	of	our	consolidated	national	programming	networks,	including	E!,	Golf	Channel,	VERSUS,	G4	and	Style.

(d) Corporate	and	Other	activities	include	Comcast	Interactive	Media,	Comcast	Spectacor,	a	portion	of	operating	results	of	our	less	than	wholly	owned	technology	development	ventures	(see	"(e)" below),	corporate	activities	and	all	other	businesses	not	presented	in	our	Cable	or	Programming	segments.

(e)	 We	consolidate	our	less	than	wholly	owned	technology	development	ventures	that	we	control	or	of	which	we	are	considered	the	primary	beneficiary.	These	ventures	are	with	various	corporate partners,	such	as	Motorola	and	Gemstar.	The	ventures	have	been	created	to	share	the	costs	of	development	of	new	technologies	for	set-top	boxes	and	other	devices.	The	results	of	these	entities are	included	within	Corporate	and	Other	except	for	cost	allocations,	which	are	made	to	the	Cable	segment	based	on	our	percentage	ownership	in	each	entity.

(f) Included	in	the	Eliminations	column	are	transactions	that	our	segments	enter	into	with	one	another.	The	most	common	types	of	transactions	are	the	following:

Ÿ our	Programming	segment	generates	revenue	by	selling	cable	network	programming	to	our	Cable	segment,	which	represents	a	substantial	majority	of	the	revenue	elimination	amount

Ÿ our	Cable	segment	receives	incentives	offered	by	our	Programming	segment	when	negotiating	programming	contracts	that	are	recorded	as	a	reduction	of	programming	expenses

Ÿ our	Cable	segment	generates	revenue	by	selling	advertising	and	by	selling	the	use	of	satellite	feeds	to	our	Programming	segment

Ÿ our	Cable	segment	generates	revenue	by	providing	network	services	to	Comcast	Interactive	Media (g)	 Non-U.S.	revenue	was	not	significant	in	any	period.	No	single	customer	accounted	for	a	significant	amount	of	our	revenue	in	any	period.

(h)	 To	measure	the	performance	of	our	operating	segments,	we	use	operating	income	before	depreciation	and	amortization,	excluding	impairments	related	to	fixed	and	intangible	assets,	and	gains	or losses	from	the	sale	of	assets,	if	any.	This	measure	eliminates	the	significant	level	of	noncash	depreciation	and	amortization	expense	that	results	from	the	capital-intensive	nature	of	our businesses	 and	 from	 intangible	 assets	 recognized	 in	 business	 combinations.	 It	 is	 also	 unaffected	 by	 our	 capital	 structure	 or	 investment	 activities.	 We	 use	 this	 measure	 to	 evaluate	 our consolidated	operating	performance,	the	operating	performance	of	our	operating	segments,	and	to	allocate	resources	and	capital	to	our	operating	segments.	It	is	also	a	significant	performance measure	in	our	annual	incentive	compensation	programs.	We	believe	that	this	measure	is	useful	to	investors	because	it	is	one	of	the	bases	for	comparing	our	operating	performance	with	other companies	in	our	industries,	although	our	measure	may	not	be	directly	comparable	to	similar	measures	used	by	other	companies.	This	measure	should	not	be	considered	a	substitute	for operating	income	(loss),	net	income	(loss),	net	cash	provided	by	operating	activities	or	other	measures	of	performance	or	liquidity	reported	in	accordance	with	GAAP.

# Note	17:	Quarterly	Financial	Information	(Unaudited)

|  | First | Second | Third | Fourth | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions,\texcept\tper\tshare\tdata) | Quarter | Quarter | Quarter | Quarter | Year |
| 2008 |  |  |  |  |  |
| Revenue | $8,389 | $8,553 | $8,549 | $8,765 | $\t34,256 |
| Operating\tincome | $1,555 | $1,750 | $1,670 | $1,757 | $6,732 |
| Net\tincome | $732 | $632 | $771 | $412 | $2,547 |
| Basic\tearnings\tper\tcommon\tshare | $0.24 | $0.21 | $0.26 | $0.14 | $0.87 |
| Diluted\tearnings\tper\tcommon\tshare | $0.24 | $0.21 | $0.26 | $0.14 | $0.86 |
| Dividends\tdeclared\tper\tcommon\tshare | $\t0.0625 | $\t0.0625 | $\t0.0625 | $\t0.0625 | $\t0.25 |
| 2007 |  |  |  |  |  |
| Revenue | $7,388 | $7,712 | $7,781 | $8,014 | $ 30,895 |
| Operating\tincome | $1,261 | $1,468 | $1,391 | $1,458 | $5,578 |
| Net\tincome | $837 | $588 | $560 | $602 | $2,587 |
| Basic\tearnings\tper\tcommon\tshare | $0.27 | $0.19 | $0.18 | $0.20 | $0.84 |
| Diluted\tearnings\tper\tcommon\tshare | $0.26 | $0.19 | $0.18 | $0.20 | $0.83 |
| Dividends\tdeclared\tper\tcommon\tshare | $— | $— | $— | $— | $— |

# Note	18:	Condensed	Consolidating	Financial	Information

Comcast	 Corporation	 and	 five	 of	 our	 cable	 holding	 company	 subsidiaries,	 Comcast	 Cable	 Communications,	 LLC	 ("CCCL"),	 Comcast	 Cable Communications	Holdings,	Inc.	("CCCH"),	Comcast	MO	Group,	Inc.	("Comcast	MO	Group"),	Comcast	Cable	Holdings,	LLC	("CCH")	and	Comcast	MO	of Delaware,	LLC	("Comcast	MO	of	Delaware"),	have	fully	and	unconditionally	guaranteed	each	other's	debt	securities.	Comcast	MO	Group,	CCH	and Comcast	MO	of	Delaware	are	collectively	referred	to	as	the	"Combined	CCHMO	Parents."

Comcast	Corporation	has	unconditionally	guaranteed	Comcast	Holdings'	ZONES	due	October	2029	and	its	10 5/ 8%	Senior	Subordinated	Debentures	due 2012.	Our	condensed	consolidating	financial	information	is	presented	in	the	tables	below.

# Condensed	Consolidating	Balance	Sheet

| (in	millions) | Comcast<br>Parent | CCCL<br>Parent | CCCH<br>Parent | Combined<br>CCHMO<br>Parents | Comcast<br>Holdings | Non-<br>Guarantor<br>Subsidiaries | and<br>Consolidation<br>Adjustments | Consolidated<br>Comcast<br>Corporation |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Assets |  |  |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $— | $— | $— | $— | $— | $1,195 | $— | $1,195 |
| Investments | — | — | — | — | — | 59 | — | 59 |
| Accounts\treceivable,\tnet | — | — | — | — | — | 1,626 | — | 1,626 |
| Other\tcurrent\tassets | 171 | 8 | — | — | — | 657 | — | 836 |
| Total\tcurrent\tassets | 171 | 8 | — | — | — | 3,537 | — | 3,716 |
| Investments | — | — | — | — | — | 4,783 | — | 4,783 |
| Investments\tin\tand\tamounts\tdue\tfrom\tsubsidiaries\teliminated\tupon\tconsolidation | 70,076 | 34,499 | 43,536 | 46,314 | 26,519 | 4,471 | (225,415) | — |
| Property\tand\tequipment,\tnet | 306 | — | — | — | — | 24,138 | — | 24,444 |
| Franchise\trights | — | — | — | — | — | 59,449 | — | 59,449 |
| Goodwill | — | — | — | — | — | 14,889 | — | 14,889 |
| Other\tintangible\tassets,\tnet | 1 | — | — | — | — | 4,557 | — | 4,558 |
| Other\tnoncurrent\tassets,\tnet | 603 | 7 | 14 | — | 17 | 537 | — | 1,178 |
| Total\tassets | $\t71,157 | $\t34,514 | $\t43,550 | $\t46,314 | $\t26,536 | $\t116,361 | $\t(225,415) | $\t113,017 |
| Liabilities\tand\tStockholders'\tEquity |  |  |  |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\texpenses\trelated\tto\ttrade\tcreditors | $196 | $— | $— | $— | $— | $3,197 | $— | $3,393 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | 810 | 224 | 73 | 87 | 129 | 1,945 | — | 3,268 |
| Current\tportion\tof\tlong-term\tdebt | 1,242 | 1,006 | — | — | — | 30 | — | 2,278 |
| Total\tcurrent\tliabilities | 2,248 | 1,230 | 73 | 87 | 129 | 5,172 | — | 8,939 |
| Long-term\tdebt,\tless\tcurrent\tportion | 19,839 | 2,294 | 4,462 | 2,691 | 610 | 282 | — | 30,178 |
| Deferred\tincome\ttaxes | 7,160 | — | — | — | 656 | 19,166 | — | 26,982 |
| Other\tnoncurrent\tliabilities | 1,460 | — | — | — | 119 | 4,592 | — | 6,171 |
| Minority\tinterest | — | — | — | — | — | 297 | — | 297 |
| Stockholders'\tEquity |  |  |  |  |  |  |  |  |
| Common\tstock | 33 | — | — | — | — | — | — | 33 |
| Other\tstockholders'\tequity | 40,417 | 30,990 | 39,015 | 43,536 | 25,022 | 86,852 | (225,415) | 40,417 |
| Total\tstockholders'\tequity | 40,450 | 30,990 | 39,015 | 43,536 | 25,022 | 86,852 | (225,415) | 40,450 |
| Total\tliabilities\tand\tstockholders'\tequity | $\t71,157 | $\t34,514 | $\t43,550 | $\t46,314 | $\t26,536 | $\t116,361 | $\t(225,415) | $\t113,017 |

|  |  |  |  | Combined |  | Non- | and | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Comcast | CCCL | CCCH | CCHMO | Comcast | Guarantor | Consolidation | Comcast |
| (in\tmillions) | Parent | Parent | Parent | Parents | Holdings | Subsidiaries | Adjustments | Corporation |
| Assets |  |  |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $— | $— | $— | $— | $— | $963 | $— | $963 |
| Investments | — | — | — | — | — | 98 | — | 98 |
| Accounts\treceivable,\tnet | — | — | — | — | — | 1,645 | — | 1,645 |
| Other\tcurrent\tassets | 100 | — | — | — | — | 861 | — | 961 |
| Total\tcurrent\tassets | 100 | — | — | — | — | 3,567 | — | 3,667 |
| Investments | — | — | — | — | — | 7,963 | — | 7,963 |
| Investments\tin\tand\tamounts\tdue |  |  |  |  |  |  |  |  |
| from\tsubsidiaries\teliminated |  |  |  |  |  |  |  |  |
| upon\tconsolidation | 67,903 | 32,760 | 40,240 | 43,356 | 25,815 | 2,244 | (212,318) | — |
| Property\tand\tequipment,\tnet | 208 | — | — | — | — | 23,416 | — | 23,624 |
| Franchise\trights | — | — | — | — | — | 58,077 | — | 58,077 |
| Goodwill | — | — | — | — | — | 14,705 | — | 14,705 |
| Other\tintangible\tassets,\tnet | — | — | — | — | — | 4,739 | — | 4,739 |
| Other\tnoncurrent\tassets,\tnet | 281 | 11 | 17 | — | 30 | 303 | — | 642 |
| Total\tassets | $\t68,492 | $\t32,771 | $\t40,257 | $\t43,356 | $\t25,845 | $\t115,014 | $\t(212,318) | $\t113,417 |
| Liabilities\tand\tStockholders'\tEquity |  |  |  |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\texpenses\trelated\tto\ttrade\tcreditors | $10 | $3 | $— | $— | $— | $3,323 | $— | $3,336 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | 694 | 267 | 75 | 98 | 74 | 1,913 | — | 3,121 |
| Current\tportion\tof\tlong-term\tdebt | — | 1,142 | — | 305 | — | 48 | — | 1,495 |
| Total\tcurrent\tliabilities | 704 | 1,412 | 75 | 403 | 74 | 5,284 | — | 7,952 |
| Long-term\tdebt,\tless\tcurrent\tportion | 19,133 | 3,294 | 3,498 | 2,713 | 908 | 282 | — | 29,828 |
| Deferred\tincome\ttaxes | 6,256 | — | — | — | 1,015 | 19,609 | — | 26,880 |
| Other\tnoncurrent\tliabilities | 1,059 | 6 | — | — | 116 | 5,986 | — | 7,167 |
| Minority\tinterest | — | — | — | — | — | 250 | — | 250 |
| Stockholders'\tEquity |  |  |  |  |  |  |  |  |
| Common\tstock | 34 | — | — | — | — | — | — | 34 |
| Other\tstockholders'\tequity | 41,306 | 28,059 | 36,684 | 40,240 | 23,732 | 83,603 | (212,318) | 41,306 |
| Total\tstockholders'\tequity | 41,340 | 28,059 | 36,684 | 40,240 | 23,732 | 83,603 | (212,318) | 41,340 |
| Total\tliabilities\tand\tstockholders'\tequity | $\t68,492 | $\t32,771 | $\t40,257 | $\t43,356 | $\t25,845 | $\t115,014 | $\t(212,318) | $\t113,417 |

# Condensed	Consolidating	Statement	of	Operations

| (in	millions) | Comcast<br>Parent | CCCL<br>Parent | CCCH<br>Parent | Combined<br>CCHMO<br>Parents | Comcast<br>Holdings | Non-<br>Guarantor<br>Subsidiaries | and<br>Consolidation<br>Adjustments | Consolidated<br>Comcast<br>Corporation |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |  |  |  |  |
| Service\trevenue | $— | $— | $— | $— | $— | $\t34,256 | $— | $34,256 |
| Management\tfee\trevenue | 735 | 226 | 413 | 413 | — | — | (1,787) | — |
|  | 735 | 226 | 413 | 413 | — | 34,256 | (1,787) | 34,256 |
| Costs\tand\tExpenses |  |  |  |  |  |  |  |  |
| Operating\t(excluding\tdepreciation) | — | — | — | — | — | 13,472 | — | 13,472 |
| Selling,\tgeneral\tand\tadministrative | 358 | 226 | 413 | 413 | 53 | 7,976 | (1,787) | 7,652 |
| Depreciation | 23 | — | — | — | — | 5,434 | — | 5,457 |
| Amortization | — | — | — | — | — | 943 | — | 943 |
|  | 381 | 226 | 413 | 413 | 53 | 27,825 | (1,787) | 27,524 |
| Operating\tincome\t(loss) | 354 | — | — | — | (53) | 6,431 | — | 6,732 |
| Other\tIncome\t(Expense) |  |  |  |  |  |  |  |  |
| Interest\texpense | (1,307) | (298) | (334) | (212) | (146) | (142) | — | (2,439) |
| Investment\tincome\t(loss),\tnet | (40) | — | — | — | 57 | 72 | — | 89 |
| Equity\tin\tnet\tincome\t(losses)\tof\taffiliates | 3,196 | 1,712 | 2,704 | 2,842 | 1,455 | 24 | (11,972) | (39) |
| Other\tincome\t(expense) | (5) | — | — | — | — | (280) | — | (285) |
|  | 1,844 | 1,414 | 2,370 | 2,630 | 1,366 | (326) | (11,972) | (2,674) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tminority |  |  |  |  |  |  |  |  |
| interest | 2,198 | 1,414 | 2,370 | 2,630 | 1,313 | 6,105 | (11,972) | 4,058 |
| Income\ttax\t(expense)\tbenefit | 349 | 104 | 117 | 74 | 50 | (2,227) | — | (1,533) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tminority\tinterest | 2,547 | 1,518 | 2,487 | 2,704 | 1,363 | 3,878 | (11,972) | 2,525 |
| Minority\tinterest | — | — | — | — | — | 22 | — | 22 |
| Net\tincome\t(loss) | $\t2,547 | $\t1,518 | $\t2,487 | $\t2,704 | $\t1,363 | $\t3,900 | $\t(11,972) | $2,547 |

| (in	millions) | Comcast<br>Parent | CCCL<br>Parent | CCCH<br>Parent | Combined<br>CCHMO<br>Parents | Comcast<br>Holdings | Non-<br>Guarantor<br>Subsidiaries | and<br>Consolidation<br>Adjustments | Consolidated<br>Comcast<br>Corporation |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |  |  |  |  |
| Service\trevenue | $— | $— | $— | $— | $— | $30,895 | $— | $\t30,895 |
| Management\tfee\trevenue | 630 | 213 | 338 | 338 | — | — | (1,519) | — |
|  | 630 | 213 | 338 | 338 | — | 30,895 | (1,519) | 30,895 |
| Costs\tand\tExpenses |  |  |  |  |  |  |  |  |
| Operating\t(excluding\tdepreciation) | — | — | — | — | — | 12,169 | — | 12,169 |
| Selling,\tgeneral\tand\tadministrative | 297 | 213 | 338 | 338 | 17 | 7,256 | (1,519) | 6,940 |
| Depreciation | 6 | — | — | — | — | 5,101 | — | 5,107 |
| Amortization | — | — | — | — | — | 1,101 | — | 1,101 |
|  | 303 | 213 | 338 | 338 | 17 | 25,627 | (1,519) | 25,317 |
| Operating\tincome\t(loss) | 327 | — | — | — | (17) | 5,268 | — | 5,578 |
| Other\tIncome\t(Expense) |  |  |  |  |  |  |  |  |
| Interest\texpense | (1,116) | (363) | (321) | (234) | (95) | (160) | — | (2,289) |
| Investment\tincome\t(loss),\tnet | 7 | — | 5 | — | 70 | 519 | — | 601 |
| Equity\tin\tnet\tincome\t(losses)\tof\taffiliates | 3,095 | 1,551 | 2,274 | 2,427 | 1,305 | (52) | (10,663) | (63) |
| Other\tincome\t(expense) | 1 | — | — | — | — | 521 | — | 522 |
|  | 1,987 | 1,188 | 1,958 | 2,193 | 1,280 | 828 | (10,663) | (1,229) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tminority |  |  |  |  |  |  |  |  |
| interest | 2,314 | 1,188 | 1,958 | 2,193 | 1,263 | 6,096 | (10,663) | 4,349 |
| Income\ttax\t(expense)\tbenefit | 273 | 128 | 112 | 81 | 15 | (2,409) | — | (1,800) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tminority\tinterest | 2,587 | 1,316 | 2,070 | 2,274 | 1,278 | 3,687 | (10,663) | 2,549 |
| Minority\tinterest | — | — | — | — | — | 38 | — | 38 |
| Net\tincome\t(loss) | $\t2,587 | $\t1,316 | $\t2,070 | $\t2,274 | $\t1,278 | $3,725 | $\t(10,663) | $2,587 |

|  |  |  |  | Combined |  | Non- | and | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Comcast | CCCL | CCCH | CCHMO | Comcast | Guarantor | Consolidation | Comcast |
| (in\tmillions) | Parent | Parent | Parent | Parents | Holdings | Subsidiaries | Adjustments | Corporation |
| Revenue |  |  |  |  |  |  |  |  |
| Service\trevenue | $— | $— | $— | $— | $— | $\t24,966 | $— | $\t24,966 |
| Management\tfee\trevenue | 526 | 193 | 298 | 298 | 8 | — | (1,323) | — |
|  | 526 | 193 | 298 | 298 | 8 | 24,966 | (1,323) | 24,966 |
| Costs\tand\tExpenses |  |  |  |  |  |  |  |  |
| Operating\t(excluding\tdepreciation) | — | — | — | — | — | 9,819 | — | 9,819 |
| Selling,\tgeneral\tand\tadministrative | 256 | 193 | 298 | 298 | 16 | 5,967 | (1,323) | 5,705 |
| Depreciation | 8 | — | — | — | 2 | 3,818 | — | 3,828 |
| Amortization | — | — | — | — | 4 | 991 | — | 995 |
|  | 264 | 193 | 298 | 298 | 22 | 20,595 | (1,323) | 20,347 |
| Operating\tincome\t(loss) | 262 | — | — | — | (14) | 4,371 | — | 4,619 |
| Other\tIncome\t(Expense) |  |  |  |  |  |  |  |  |
| Interest\texpense | (776) | (400) | (325) | (259) | (68) | (236) | — | (2,064) |
| Investment\tincome\t(loss),\tnet | — | — | — | — | 34 | 956 | — | 990 |
| Equity\tin\tnet\tincome\t(losses)\tof\taffiliates | 2,867 | 1,509 | 1,900 | 2,069 | 1,266 | (79) | (9,597) | (65) |
| Other\tincome\t(expense) | — | — | — | — | — | 114 | — | 114 |
|  | 2,091 | 1,109 | 1,575 | 1,810 | 1,232 | 755 | (9,597) | (1,025) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tminority |  |  |  |  |  |  |  |  |
| interest | 2,353 | 1,109 | 1,575 | 1,810 | 1,218 | 5,126 | (9,597) | 3,594 |
| Income\ttax\t(expense)\tbenefit | 180 | 143 | 114 | 90 | 26 | (1,900) | — | (1,347) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tminority\tinterest | 2,533 | 1,252 | 1,689 | 1,900 | 1,244 | 3,226 | (9,597) | 2,247 |
| Minority\tinterest | — | — | — | — | — | (12) | — | (12) |
| Income\t(loss)\tfrom\tcontinuing\toperations | 2,533 | 1,252 | 1,689 | 1,900 | 1,244 | 3,214 | (9,597) | 2,235 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | — | — | — | — | — | 103 | — | 103 |
| Gain\ton\tdiscontinued\toperations,\tnet\tof\ttax | — | — | — | — | — | 195 | — | 195 |
| Net\tincome\t(loss) | $\t2,533 | $\t1,252 | $\t1,689 | $\t1,900 | $\t1,244 | $3,512 | $\t(9,597) | $2,533 |

# Condensed	Consolidating	Statement	of	Cash	Flows

| (in	millions) | Comcast<br>Parent | CCCL<br>Parent | CCCH<br>Parent | Combined<br>CCHMO<br>Parents | Comcast<br>Holdings | Non-<br>Guarantor<br>Subsidiaries | and<br>Consolidation<br>Adjustments | Consolidated<br>Comcast<br>Corporation |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tActivities |  |  |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| operating\tactivities | $(446) | $\t(241) | $ \t(200) | $\t(175) | $\t9 | $11,284 | $\t— | $\t10,231 |
| Financing\tActivities |  |  |  |  |  |  |  |  |
| Proceeds\tfrom\tborrowings | 1,998 | — | \t 1,510 | — | — | 27 | — | 3,535 |
| Retirements\tand\trepayments\tof\tdebt | (308) | (1,150) | (541) | (300) | (263) | (48) | — | (2,610) |
| Repurchases\tof\tcommon\tstock | \t(2,800) | — | — | — | — | — | — | (2,800) |
| Dividends\tpaid | (547) | — | — | — | — | — | — | (547) |
| Issuances\tof\tcommon\tstock | 53 | — | — | — | — | — | — | 53 |
| Other | (3) | — | — | — | (56) | (94) | — | (153) |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| financing\tactivities | (1,607) | (1,150) | 969 | (300) | (319) | (115) | — | (2,522) |
| Investing\tActivities |  |  |  |  |  |  |  |  |
| Net\ttransactions\twith\taffiliates | 2,269 | 1,391 | (769) | 475 | 310 | \t(3,676) | — | — |
| Capital\texpenditures | (140) | — | — | — | — | (5,610) | — | (5,750) |
| Cash\tpaid\tfor\tintangible\tassets | — | — | — | — | — | (527) | — | (527) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | — | — | — | (738) | — | (738) |
| Proceeds\tfrom\tsales\tof\tinvestments | — | — | — | — | — | 737 | — | 737 |
| Purchases\tof\tinvestments | — | — | — | — | — | (1,167) | — | (1,167) |
| Other | (76) | — | — | — | — | 44 | — | (32) |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| investing\tactivities | 2,053 | 1,391 | (769) | 475 | 310 | (10,937) | — | (7,477) |
| Increase\t(decrease)\tin\tcash\tand |  |  |  |  |  |  |  |  |
| cash\tequivalents | — | — | — | — | — | 232 | — | 232 |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tperiod | — | — | — | — | — | 963 | — | 963 |
| Cash\tand\tcash\tequivalents,\tend\tof\tperiod | $— | $— | $— | $— | $— | $1,195 | $— | $1,195 |
| Comcast\t2008\tAnnual\tReport\ton\tForm\t10-K |  | 76 |  |  |  |  |  |  |

| (in	millions) | Comcast<br>Parent | CCCL<br>Parent | CCCH<br>Parent | Combined<br>CCHMO<br>Parents | Comcast<br>Holdings | Non-<br>Guarantor<br>Subsidiaries | and<br>Consolidation<br>Adjustments | Consolidated<br>Comcast<br>Corporation |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tActivities |  |  |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| operating\tactivities | $(516) | $\t(246) | $\t(199) | $\t(186) | $\t(20) | $9,356 | $\t— | $8,189 |
| Financing\tActivities |  |  |  |  |  |  |  |  |
| Proceeds\tfrom\tborrowings | 3,695 | — | — | — | — | 18 | — | 3,713 |
| Retirements\tand\trepayments\tof\tdebt | — | (600) | — | (245) | — | (556) | — | (1,401) |
| Repurchases\tof\tcommon\tstock | \t(3,102) | — | — | — | — | — | — | (3,102) |
| Issuances\tof\tcommon\tstock | 412 | — | — | — | — | — | — | 412 |
| Other | (12) | — | — | (8) | — | 82 | — | 62 |
| Net\tcash\tprovided\tby\t(used\tin)\nfinancing\tactivities | 993 | (600) | — | (253) | — | (456) | — | (316) |
| Investing\tActivities |  |  |  |  |  |  |  |  |
| Net\ttransactions\twith\taffiliates | (372) | 846 | 199 | 439 | 20 | (1,132) | — | — |
| Capital\texpenditures | (110) | — | — | — | — | (6,048) | — | (6,158) |
| Cash\tpaid\tfor\tintangible\tassets | — | — | — | — | — | (406) | — | (406) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | — | — | — | (1,319) | — | (1,319) |
| Proceeds\tfrom\tsales\tof\tinvestments | — | — | — | — | — | 1,761 | — | 1,761 |
| Purchases\tof\tinvestments | — | — | — | — | — | (2,089) | — | (2,089) |
| Other | (72) | — | — | — | — | 134 | — | 62 |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| investing\tactivities | (554) | 846 | 199 | 439 | 20 | \t(9,099) | — | \t(8,149) |
| Increase\t(decrease)\tin\tcash\tand |  |  |  |  |  |  |  |  |
| cash\tequivalents | (77) | — | — | — | — | (199) | — | (276) |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tperiod | 77 | — | — | — | — | 1,162 | — | 1,239 |
| Cash\tand\tcash\tequivalents,\tend\tof\tperiod | $— | $— | $— | $— | $— | $963 | $— | $963 |

|  |  |  |  | Combined |  | Non- | and | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Comcast | CCCL | CCCH | CCHMO | Comcast | Guarantor | Consolidation | Comcast |
| (in\tmillions) | Parent | Parent | Parent | Parents | Holdings | Subsidiaries | Adjustments | Corporation |
| Operating\tActivities |  |  |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| operating\tactivities | $90 | $\t(240) | $\t(226) | $(224) | $20 | $7,198 | $\t— | $6,618 |
| Financing\tActivities |  |  |  |  |  |  |  |  |
| Proceeds\tfrom\tborrowings | 7,474 | — | — | — | — | 23 | — | 7,497 |
| Retirements\tand\trepayments\tof\tdebt | (350) | (619) | — | (988) | \t(27) | (55) | — | (2,039) |
| Repurchases\tof\tcommon\tstock | (2,347) | — | — | — | — | — | — | (2,347) |
| Issuances\tof\tcommon\tstock | 410 | — | — | — | — | — | — | 410 |
| Other | 33 | — | — | — | — | (8) | — | 25 |
| Net\tcash\tprovided\tby\t(used\tin) |  |  |  |  |  |  |  |  |
| financing\tactivities | 5,220 | (619) | — | (988) | (27) | (40) | — | 3,546 |
| Investing\tActivities |  |  |  |  |  |  |  |  |
| Net\ttransactions\twith\taffiliates | \t(5,272) | 859 | 226 | \t1,212 | (3) | 2,978 | — | — |
| Capital\texpenditures | (8) | — | — | — | — | (4,387) | — | (4,395) |
| Cash\tpaid\tfor\tintangible\tassets | — | — | — | — | — | (306) | — | (306) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | — | — | — | (5,110) | — | (5,110) |
| Proceeds\tfrom\tsales\tof\tinvestments | 47 | — | — | — | 10 | 2,663 | — | 2,720 |
| Purchases\tof\tinvestments | — | — | — | — | — | (2,812) | — | (2,812) |
| Other | — | — | — | — | — | 31 | — | 31 |
| Net\tcash\tprovided\tby\t(used\tin)\ninvesting\tactivities | (5,233) | 859 | 226 | 1,212 | 7 | \t(6,943) | — | \t(9,872) |
| Increase\t(decrease)\tin\tcash\tand |  |  |  |  |  |  |  |  |
| cash\tequivalents | 77 | — | — | — | — | 215 | — | 292 |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tperiod | — | — | — | — | — | 947 | — | 947 |
| Cash\tand\tcash\tequivalents,\tend\tof\tperiod | $77 | $— | $— | $— | $— | $1,162 | $— | $1,239 |

# Item	9:	Changes	in	and	Disagreements	With

# Accountants	on	Accounting	and	Financial	Disclosure

# Item	9A:	Controls	and	Procedures

# Conclusions	regarding	disclosure	controls	and	procedures

Our	principal	executive	and	principal financial	officers,	after	evaluating the	effectiveness	of	our	disclosure	controls	and	procedures	(as	defined	in the	Securities	Exchange	Act	of	1934	Rules	13a-15(e)	and	15d-15(e))	as of the	 end	 of the	 period	 covered	 by this	 report,	 have	 concluded that, based	on	the	evaluation	of	these	controls	and	procedures	required	by paragraph	(b)	of	Exchange	Act	Rules	13a-15	or	15d-15,	our	disclosure controls	and	procedures	were	effective.

# Management's	annual	report	on	internal	control	over	financial reporting

Refer	 to	 Management's	 Report on Internal	 Control	 Over Financial Reporting	on	page	39.

# Attestation	report	of	the	registered	public	accounting	firm

Refer	 to	Report	of Independent	Registered	Public	Accounting	Firm	on page	40.

# Changes	in	internal	control	over	financial	reporting

There	 were	 no	 changes	 in	 our	 internal	 control	 over	 financial	 reporting identified	in	connection	with	the	evaluation	required	by	paragraph	(d)	of Exchange	Act	Rules	13a-15	or	15d-15	that	occurred	during	our	last	fiscal quarter	that	have	materially	affected,	or	are	reasonably	likely	to	materially affect,	our	internal	control	over	financial	reporting.

# Item	9B:	Other	Information

# Part	III

# Item	10:	Directors	and	Executive	Officers	of	the	Registrant

Except	for	the	information	regarding	executive	officers	required	by	Item	401	of	Regulation	S-K,	we	incorporate	the	information	required	by	this	item	by reference	to	our	definitive	proxy	statement	for	our	annual	meeting	of	shareholders	presently	scheduled	to	be	held	in	May	2009.	We	refer	to	this	proxy statement	as	the	2009	Proxy	Statement.

Except	for	our	Chairman	and	CEO	(who	continues	in	these	offices	through	May	26,	2010	or	earlier	upon	his	death,	resignation	or	removal),	the	term	of office	of	each	of	our	officers	continues	until	his	or	her	successor	is	selected	and	qualified,	or	until	his	or	her	earlier	death,	resignation	or	removal.	The following	table	sets	forth	information	concerning	our	executive	officers,	including	their	ages,	positions	and	tenure	as	of	December	31,	2008:

| Name | Age | Since | Position	with	Comcast |
| :--- | :--- | :--- | :--- |
| Brian\tL.\tRoberts | 49 | 1986 | Chairman\tand\tCEO;\tPresident |
| Michael\tJ.\tAngelakis | 44 | 2007 | Executive\tVice\tPresident;\tChief\tFinancial\tOfficer |
| Stephen\tB.\tBurke | 50 | 1998 | Executive\tVice\tPresident;\tChief\tOperating\tOfficer;\tPresident,\tComcast\tCable |
| David\tL.\tCohen | 53 | 2002 | Executive\tVice\tPresident |
| Arthur\tR.\tBlock | 53 | 1993 | Senior\tVice\tPresident;\tGeneral\tCounsel;\tSecretary |
| Lawrence\tJ.\tSalva | 52 | 2000 | Senior\tVice\tPresident;\tChief\tAccounting\tOfficer;\tController |

Brian	L.	Roberts	has	served	as	a	director	and	as	our	President	and	Chief Executive	Officer	for	more	than	five	years	and	our	Chairman	of	the	Board since	May	2004.	As	of	December	31,	2008,	Mr.	Roberts	had	sole	voting power	over	approximately	331/ 3%	of	the	combined	voting	power	of	our two	classes	of	voting	common	stock.	He	is	a	son	of	Mr.	Ralph	J.	Roberts. Mr.	 Roberts	 is	 also	 a	 director	 of	 Comcast	 Holdings,	 a	 director	 of	 the National	 Cable	 and	Telecommunications	Association	 and	 Chairman	 of CableLabs.

Michael	J.	Angelakis	has	served	as	Executive	Vice	President	and	Chief Financial	 Officer	 of	 Comcast	 Corporation	 since	 March	 2007.	 Before March	 2007,	 Mr.	 Angelakis	 served	 as	 Managing	 Director	 and	 as	 a member	of	the	Management	and	Investment	Committees	of	Providence Equity	Partners	for	more	than	five	years.	Mr.	Angelakis	is	also	a	director of	Comcast	Holdings.

Stephen	 B.	 Burke	 has served	 as	 our	 Chief	 Operating	 Officer	 since July	2004	and	as	our	Executive	Vice	President	and	President	of	Comcast Cable	and	Comcast	Cable	Communications	Holdings	for	more	than	five years.	Mr.	Burke	is	also	a	director	of	JPMorgan	Chase	&	Company.

David	L.	Cohen	has	served	as	an	Executive	Vice	President	for	more	than five	years.	Mr.	Cohen	is	also	a	director	of	Comcast	Holdings.

Arthur	 R.	 Block	 has served	 as	 our	 Senior	 Vice	 President,	 General Counsel	 and	 Secretary	 for	 more	 than	 five	 years.	 Mr.	 Block	 is	 also	 a director	of	Comcast	Holdings.

Lawrence J.	 Salva has	 served	 as	 our	 Senior	 Vice	 President	 and Controller	for	more	than	five	years	and	as	Chief	Accounting	Officer	since May	2004.

# Item	11:	Executive	Compensation

We	incorporate	the	information	required	by	this	item	by	reference	to	our 2009	Proxy	Statement.

# Item	12:	Security	Ownership	of	Certain	Beneficial Owners	and	Management

# Item	13:	Certain	Relationships	and	Related Transactions

# Item	14:	Principal	Accountant	Fees	and	Services

We	 will file our 2009	 Proxy	 Statement for our annual	 meeting of shareholders	with	the	SEC	on	or	before	April	30,	2009.

# Part	IV

# Item	15:	Exhibits	and	Financial	Statement	Schedules

(a)	Our	consolidated	financial	statements	are	filed	as	a	part	of	this	report	on	Form	10-K	in	Item	8,	Financial	Statements	and	Supplementary	Data,	and	a list	of	the	consolidated	financial	statements	are	found	on	page	38	of	this	report.	Schedule	II,	Valuation	and	Qualifying	Accounts,	is	found	on	 page	87	of this	report;	all	other	financial	statement	schedules	are	omitted	because	the	required	information	is	not	applicable,	or	because	the	information	required	is included	in	the	consolidated	financial	statements	and	notes	thereto.

(b)	Exhibits	required	to	be	filed	by	Item	601	of	Regulation	S-K:

4.5 Supplemental	Indenture,	dated	March	25,	2003,	to	the	Indenture	between	Comcast	Corporation,	Comcast	Cable	Holdings,	LLC,	Comcast Cable	Communications	Holdings,	Inc.,	Comcast	Cable	Communications,	LLC	(f/k/a	Comcast	Cable	Communications,	Inc.),	Comcast	MO Group,	Inc.,	Comcast	MO	of	Delaware,	LLC	(f/k/a	Comcast	MO	of	Delaware,	Inc.)	and	The	Bank	of	New	York	Mellon	(f/k/a	The	Bank	of	New York),	as	Trustee,	dated	January	7,	2003.

Certain	instruments	defining	the	rights	of	holders	of	long-term	obligation	of	the	registrant	and	certain	of	its	subsidiaries	(the	total	amount	of securities	 authorized	 under	 each	 of	 which	 does	 not	 exceed	 ten	 percent	 of	 the	 total	 assets	 of	 the	 registrant	 and	 its	 subsidiaries	 on	 a consolidated	basis),	are	omitted	pursuant	to	Item	601(b)(4)(iii)(A)	of	Regulation	S-K.	We	agree	to	furnish	copies	of	any	such	instruments	to	the SEC	upon	request.

10.1 Amended	and	restated	Five	Year	Revolving	Credit	Agreement	dated	as	of	January	30,	2008	among	Comcast	Corporation,	Comcast	Cable Communications	 Holdings,	 Inc.,	 the	 Financial	 Institutions	 party	 thereto	 and	 JP	 Morgan	 Chase	 Bank,	 N.A.,	 as	 Administrative	 Agent (incorporated	by	reference	to	Exhibit	10.53	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007).

10.2* Comcast	Corporation	2002	Stock	Option	Plan,	as	amended	and	restated	effective	December	9,	2008.

10.4* Comcast	Corporation	2002	Deferred	Stock	Option	Plan,	as	amended	and	restated	effective	October	7,	2008	(incorporated	by	reference	to Exhibit	10.2	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2008).

10.5* Comcast	Corporation	2002	Deferred	Compensation	Plan,	as	amended	and	restated	effective	January	1,	2008	(incorporated	by	reference	to Exhibit	10.5	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007).

10.6* Comcast	Corporation	2005	Deferred	Compensation	Plan,	as	amended	and	restated	effective	May	13,	2008	(incorporated	by	reference	to Exhibit	10.1	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008).

10.7* Comcast	Corporation	2002	Restricted	Stock	Plan,	as	amended	and	restated	effective	December	9,	2008.

10.8* 1992	Executive	Split	Dollar	Insurance	Plan	(incorporated	by	reference	to	Exhibit	10.12	to	the	Comcast	Holdings	Corporation	Annual	Report on	Form	10-K	for	the	year	ended	December	31,	1992).

10.9* Comcast	Corporation	2006	Cash	Bonus	Plan,	as	amended	and	restated	effective	February	28,	2007	(incorporated	by	reference	to	Exhibit 10.4	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2007).

10.10* Comcast	Corporation	2003	Cable	Division	Advertising/Sales	Group	Long	Term	Incentive	Plan,	as	amended	and	restated	effective	January	1, 2007	(incorporated	by	reference	to	Exhibit	10.11	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007).

10.11* Comcast	Corporation	Retirement	Investment	Plan,	as	amended	and	restated	effective	October	7,	2008	(incorporated	by	reference	to	Exhibit 10.3	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2008).

10.12* Comcast	Corporation	2002	Non-Employee	Director	Compensation	Plan,	as	amended	and	restated	effective	October	3,	2007	(incorporated by	reference	to	Exhibit	10.13	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007).

10.13* Comcast	Corporation	2002	Employee	Stock	Purchase	Plan,	as	amended	and	restated	effective	January	1,	2008	(incorporated	by	reference to	Exhibit	10.2	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008).

10.14* Comcast	 Corporation	 Supplemental	 Executive	 Retirement	 Plan,	 as	 amended	 and	 restated	 effective	 January	 1,	 2005 (incorporated	 by reference	to	Exhibit	10.15	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007).

10.15* Certificate	of	Interest	of	Julian	Brodsky	under	the	Comcast	Holdings	Corporation	Unfunded	Plan	of	Deferred	Compensation	(incorporated	by reference	to	Exhibit	10.21	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2002).

10.16* Employment	Agreement	between	Comcast	Holdings	Corporation	and	Julian	A.	Brodsky,	dated	as	of	May	1,	2002	(incorporated	by	reference to	Exhibit	10.22	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2002).

10.17* Amendment	to	Employment	Agreement	between	Comcast	Holdings	Corporation	and	Julian	A.	Brodsky,	dated	as	of	November	18,	2002 (incorporated	by	reference	to	Exhibit	10.23	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2002).

10.18* Employment	Agreement	between	Comcast	Corporation	and	Stephen	B.	Burke	dated	November	22,	2005	(incorporated	by	reference	to Exhibit	99.1	to	our	Current	Report	on	Form	8-K	filed	on	November	23,	2005).

10.19* Amendment	No.	1	to	Employment	Agreement	between	Comcast	Corporation	and	Stephen	B.	Burke	dated	January	25,	2006	(incorporated by	reference	to	Exhibit	10.23	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2005).

10.20* Employment	 Agreement	 between	 Comcast	 Corporation	 and	 David	 L.	 Cohen	 dated	 November	 7,	 2005 (incorporated	 by reference to Exhibit	99.2	to	our	Current	Report	on	Form	8-K	filed	on	November	10,	2005).

10.21* Amendment	No.	1	to	Employment	Agreement	between	Comcast	Corporation	and	David	L.	Cohen	dated	November	11,	2005	(incorporated by	reference	to	Exhibit	10.25	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2005).

10.22* Amendment	No.	2	to	Employment	Agreement	between	Comcast	Corporation	and	David	L.	Cohen	dated	January	25,	2006	(incorporated	by reference	to	Exhibit	10.26	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2005).

10.23* Employment	Agreement	between	Comcast	Corporation	and	Brian	L.	Roberts,	dated	as	of	June	1,	2005	(incorporated	by	reference	to	Exhibit 99.1	to	our	Current	Report	on	Form	8-K	filed	on	August	5,	2005).

10.24* Term	 Life	 Insurance	 Premium	 and	 Tax	 Bonus	Agreement	 between	 Comcast	 Holdings	 Corporation	 and	 Brian	 L.	 Roberts,	 dated	 as	 of September	23,	1998	(incorporated	by	reference	to	Exhibit	10.1	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2003).

10.25* Amendment	to	Term	Life	Insurance	Premium	and	Tax	Bonus	Agreement	between	Comcast	Corporation	and	Brian	L.	Roberts,	dated	as	of May	22,	2006	(incorporated	by	reference	to	Exhibit	10.1	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2006).

10.26* Life	 Insurance	 Premium	 and	 Tax	 Bonus	Agreement	 between	 Comcast	 Corporation	 and	 Brian	 L.	 Roberts,	 dated	 as	 of	 May	 22,	 2006 (incorporated	by	reference	to	Exhibit	10.2	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2006).

10.27* Amendment	 to	 Life	 Insurance	 Premium	 and	 Tax	 Bonus	Agreement	 between	 Comcast	 Corporation	 and	 Brian	 L.	 Roberts,	 dated	 as	 of September	15,	2006	(incorporated	by	reference	to	Exhibit	10.1	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30, 2006).

10.28* Employment	Agreement	between	Comcast	Corporation	and	Ralph	J.	Roberts	dated	as	of	December	27,	2007	(incorporated	by	reference	to Exhibit	99.1	to	our	Current	Report	on	Form	8-K	filed	on	December	28,	2007).

10.29* Amendment	to	Employment	Agreement	between	Comcast	Corporation	and	Ralph	J.	Roberts	dated	as	of	January	1,	2008	(incorporated	by reference	to	Exhibit	99.1	to	our	Current	Report	on	Form	8-K	filed	on	February	13,	2008).

10.30* Compensation	and	Deferred	Compensation	Agreement	and	Stock	Appreciation	Bonus	Plan	between	Comcast	Holdings	Corporation	and Ralph	 J.	 Roberts,	 as	 amended	 and	 restated	 March	 16,	 1994	 (incorporated	 by	 reference	 to	 Exhibit	 10.13	 to	 the	 Comcast	 Holdings Corporation	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	1993).

10.31* Compensation	and	Deferred	Compensation	Agreement	between	Comcast	Holdings	Corporation	and	Ralph	J.	Roberts,	as	amended	and restated	August	31,	1998	(incorporated	by	reference	to	Exhibit	10.1	to	the	Comcast	Holdings	Corporation	Quarterly	Report	on	Form	10-Q	for the	quarter	ended	September	30,	1998).

10.32* Amendment	Agreement	to	Compensation	and	Deferred	Compensation	Agreement	between	Comcast	Holdings	Corporation	and	Ralph	J. Roberts,	dated	as	of	August	19,	1999	(incorporated	by	reference	to	Exhibit	10.2	to	the	Comcast	Holdings	Corporation	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	2000).

10.33* Amendment	to	Compensation	and	Deferred	Compensation	Agreement	between	Comcast	Holdings	Corporation	and	Ralph	J.	Roberts,	dated as	of	June	5,	2001	(incorporated	by	reference	to	Exhibit	10.8	to	the	Comcast	Holdings	Corporation	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2001).

10.34* Amendment	to	Compensation	and	Deferred	Compensation	Agreement	between	Comcast	Holdings	Corporation	and	Ralph	J.	Roberts,	dated as	of	January	24,	2002	(incorporated	by	reference	to	Exhibit	10.16	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31, 2002).

10.35* Amendment	to	Compensation	and	Deferred	Compensation	Agreement	between	Comcast	Holdings	Corporation	and	Ralph	J.	Roberts,	dated as	of	November	18,	2002	(incorporated	by	reference	to	Exhibit	10.17	to	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31, 2002).

10.36* Insurance	Premium	Termination	Agreement	between	Comcast	Corporation	and	Ralph	J.	Roberts,	effective	January	30,	2004	(incorporated by	reference	to	Exhibit	10.1	to	our	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2004).

10.37* Employment	Agreement	between	Comcast	Corporation	and	Michael	J.	Angelakis	dated	as	of	November	20,	2006	(incorporated	by	reference to	Exhibit	99.1	to	our	Current	Report	on	Form	8-K	filed	on	November	28,	2006).

10.38* Form	of	Amendment,	dated	as	of	December	16,	2008,	to	the	Employment	Agreements	with	Ralph	J.	Roberts,	Brian	L.	Roberts,	Michael	J. Angelakis,	Stephen	B.	Burke,	and	David	L.	Cohen.

10.39* Form	of	Restricted	Stock	Unit	Award	under	the	Comcast	Corporation	2002	Restricted	Stock	Plan.

10.40* Form	of	Non-Qualified	Stock	Option	under	the	Comcast	Corporation	2003	Stock	Option	Plan.

32 Certification	of	Chief	Executive	Officer	and	Chief	Financial	Officer	pursuant	to	Section	906	of	the	Sarbanes-	Oxley	Act	of	2002.

* Constitutes	a	management	contract	or	compensatory	plan	or	arrangement.

# Signatures

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its behalf	by	the	undersigned,	thereunto	duly	authorized	in	Philadelphia,	Pennsylvania	on	February	20,	2009.

/s/	BRIAN	L.	ROBERTS

# Chairman	and	CEO

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the Registrant	and	in	the	capacities	and	on	the	dates	indicated.

We	have	audited	the	consolidated	financial	statements	of	Comcast	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2008	and	2007	and for	each	of	the	three	years	in	the	period	ended	December	31,	2008,	and	the	Company's	internal	control	over	financial	reporting	as	of	December	31,	2008, and	have	issued	our	report	thereon	dated	February	20,	2009	(which	report	expresses	an	unqualified	opinion	and	includes	an	explanatory	paragraph concerning	the	adoption	of	new	accounting	pronouncements	in	2008	and	2007);	such	report	is	included	elsewhere	in	this	Form	10-K.	Our	audits	also included	 the	 consolidated	 financial	 statement	 schedule	 of	 the	 Company	 listed	 in	 Item	 15.	 This	 consolidated	 financial	 statement	 schedule	 is	 the responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	based	on	our	audits.	In	our	opinion,	such	consolidated	financial statement	schedule,	when	considered	in	relation	to	the	basic	consolidated	financial	statements	taken	as	a	whole,	presents	fairly,	in	all	material	respects, the	information	set	forth	therein.

/s/	DELOITTE	&	TOUCHE	LLP

Philadelphia,	Pennsylvania February	20,	2009

# Comcast	Corporation	and	Subsidiaries

# Schedule	II	—	Valuation	and	Qualifying	Accounts

|  | Balance	at | Charged	to | Deductions | Balance |
| :--- | :--- | :--- | :--- | :--- |
|  | Beginning | Costs\tand | from | at\tEnd |
| (in\tmillions) | of\tYear | Expenses | Reserves^(a) | of\tYear |
| Allowance\tfor\tDoubtful\tAccounts |  |  |  |  |
| 2008 | $181 | $446 | $437 | $190 |
| 2007 | 157 | 418 | 394 | 181 |
| 2006 | 132 | 279 | 254 | 157 |

(a) Uncollectible	accounts	written	off.


scalable infrastructure represents what percent of capital expenditures incurred the cable segment during 2008?