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schedule-13D

 



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)*

Liberate Technologies
(Name of Issuer)
 
Common Stock,
$0.01 par value
(Title of Class of Securities)
 
530129105
(CUSIP Number)
 
Arthur R. Block, Esq.
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-1700
(215) 665-1700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
Copies to:
Dennis S. Hersch
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
 
April 7, 2005
(Date of Event which Requires Filing of this Statement)


     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



Page 1 of 22 Pages







CUSIP No. 530129105 13D Page 2 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 3 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast Holdings Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 4 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast Technology, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 5 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast Cable Communications Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 6 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast of Michigan, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

OO
                * See responses to Items 5(a) and 5(b).
..






CUSIP No. 530129105 13D Page 7 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast MO of Delaware, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

OO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 8 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast MO Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).







CUSIP No. 530129105 13D Page 9 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast of Georgia, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

CO
                * See responses to Items 5(a) and 5(b).






CUSIP No. 530129105 13D Page 10 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Comcast STB Software LIB, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

OO
                * See responses to Items 5(a) and 5(b).







CUSIP No. 530129105 13D Page 11 of 22 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Double C Technologies, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

0
8 SHARED VOTING POWER*

533,332 (shares issuable upon exercise of warrants)
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER*

533,332 (shares issuable upon exercise of warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

533,332 (shares issuable upon exercise of warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%
14 TYPE OF REPORTING PERSON

OO
                * See responses to Items 5(a) and 5(b).






     The Reporting Persons (defined herein below) hereby amend and supplement their Report on Schedule 13D, originally filed on January 14, 2005 (the “Schedule 13D”) with respect to the shares of common stock, $0.01 par value (the “Shares”) of Liberate Technologies, a Delaware corporation (the “Issuer”).

      The Schedule 13D was filed jointly by the following persons (collectively, the “Reporting Persons”):

  (1)      Double C Technologies, LLC, a Delaware limited liability company (“Double C”);
 
  (2)      Comcast STB Software LIB, LLC, a Delaware limited liability company (“Comcast STB”);
 
  (3)      Comcast of Georgia, Inc., a Colorado corporation (“Comcast Georgia”);
 
  (4)      Comcast MO Group, Inc., a Delaware corporation (“Comcast MO Group”);
 
  (5)      Comcast MO of Delaware LLC, a Delaware limited liability company (“Comcast MO LLC”);
 
  (6)      Comcast of Michigan, LLC, a Delaware limited liability company (“Comcast Michigan”);
 
  (7)      Comcast Cable Communications Holdings, Inc., a Delaware corporation (“CCHI”);
 
  (8)      Comcast Technology, Inc., a Delaware corporation (“Comcast Technology”);
 
  (9)      Comcast Holdings Corporation, a Pennsylvania corporation (“Comcast Holdings”); and
 
  (10)      Comcast Corporation, a Pennsylvania corporation (“Comcast”).

     The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth on the amended and restated Schedule A to this Statement.

     Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

   Item 4. Purpose of Transaction.

     On April 7, 2005, the Transaction was consummated pursuant to the Asset Purchase Agreement. The Issuer received cash consideration of approximately $82 million in connection with the Transaction.

     Upon the closing of the Transaction, the Voting Agreement entered into among David Lockwood, Lockwood Fund LLC and Double C, dated as of January 14, 2005, terminated in accordance with its terms.

   Item 5. Interest in Securities of the Issuer.

     (a) As a result of the closing of the Transaction and termination of the Voting Agreement, Double C no longer has the right to vote or direct the voting of, and may no longer be deemed to be the beneficial owner of, the Shares that were subject to the Voting Agreement.

     (b) As a result of the closing of the Transaction and termination of the Voting Agreement, Double C no longer has the power to vote or to direct the voting of the Shares that were subject to the Voting Agreement.

     (e) As a result of the closing of the Transaction and termination of the Voting Agreement, as of April 7, 2005, the Reporting Persons may no longer be deemed to be the beneficial owners of more than five percent of the Shares of the Issuer.

   Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Upon the closing of the Transaction, the Voting Agreement terminated in accordance with its terms.

Page 12 of 22





SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 14, 2005

     
COMCAST CORPORATION
       
  By:    /s/ Arthur R. Block                  
  Name:   Arthur R. Block
  Title:   Senior Vice President

Page 13 of 22


    

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS

Following is a list of the directors and executive officers of the Reporting Persons, setting forth the residence or business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Comcast Corporation, each individual’s business address is 1500 Market Street, Philadelphia, Pennsylvania 19102 and each individual is a citizen of the United States of America.

Directors and Executive Officers of Comcast Corporation:

Name   Residence or Business Address   Present Principal Occupation



Ralph J. Roberts*   Comcast Corporation   Chairman of the Executive and Finance
  1500 Market Street   Committee of the Board of Directors
  Philadelphia, PA 19102  
         
Brian L. Roberts*   Comcast Corporation   President, Chief Executive Officer and
  1500 Market Street   Chairman of the Board of Directors
  Philadelphia, PA 19102  
         
Stephen B. Burke   Comcast Corporation   Executive Vice President and Chief Operating
  1500 Market Street   Officer of Comcast Corporation
  Philadelphia, PA 19102   President of Comcast Cable Communications
         
John R. Alchin   Comcast Corporation   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   1500 Market Street   Officer and Treasurer
  Philadelphia, PA 19102  
         
Lawrence S. Smith   Comcast Corporation   Executive Vice President and Co-Chief
  1500 Market Street   Financial Officer
  Philadelphia, PA 19102  
         
David L. Cohen   Comcast Corporation   Executive Vice President and Assistant
  1500 Market Street   Secretary
  Philadelphia, PA 19102  
         
Arthur R. Block   Comcast Corporation   Senior Vice President, General Counsel,
  1500 Market Street   Secretary and Assistant Treasurer
  Philadelphia, PA 19102  
         
Lawrence J. Salva   Comcast Corporation   Senior Vice President, Chief Accounting
  1500 Market Street   Officer and Controller
  Philadelphia, PA 19102  
         
S. Decker Anstrom*   Landmark Communications, Inc.   President and Chief Executive Officer of
  150 W. Brambleton Avenue   Landmark Communications, Inc.
  Norfolk, VA 23510  
         
C. Michael Armstrong*   699 Hollow Tree Ridge Road   Retired Chairman and Chief Executive Officer
  Darien, CT 06820   of AT&T Corp.
    Retired Chairman of Comcast Corporation
Kenneth J. Bacon*   Fannie Mae   Interim Executive Vice President of Housing
  3900 Wisconsin Avenue, NW   and Community Development of Fannie Mae
  Washington, DC 20016  
         

Page 14 of 22






Sheldon M. Bonovitz*   Duane Morris LLP   Chairman and Chief Executive Officer of
  4200 One Liberty Place   Duane Morris LLP
  Philadelphia, PA 19103  
         
Julian A. Brodsky*   Comcast Corporation   Non-Executive Vice Chairman of the Board of
  1500 Market Street   Directors
  Philadelphia, PA 19102  
         
Joseph L. Castle, II*   Castle Energy Corporation   Chairman and Chief Executive Officer of Castle
  One Radnor Corporate Center   Energy Corporation
  Suite 250  
  100 Matsonford Road  
  Radnor, PA 19087  
         
Joseph J. Collins*   155 Long Neck Point Road   Retired Chairman and Chief Executive Officer
  Darien, CT 06820   of Time Warner Cable
         
J. Michael Cook*   980 Lake Avenue   Retired Chairman and Chief Executive Officer
  Greenwich, CT 06831   of Deloitte & Touche LLP
         
Dr. Judith Rodin*   3101 Walnut Street   President of The Rockefeller Foundation
  Philadelphia, PA 19014  
         
Michael I. Sovern*   Sotheby’s Holdings, Inc.   Chairman of Sotheby’s Holdings, Inc.
  1334 York Avenue  
  New York, NY 10021  


* Director

Directors and Executive Officers of Comcast Holdings Corporation:

Name   Position   Present Principal Occupation



Brian L. Roberts   President, Chief Executive   President, Chief Executive Officer and
  Officer and Director   Chairman of the Board of Directors
         
John R. Alchin   Executive Vice President, Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President, Co-   Executive Vice President and Co-Chief
  Chief Financial Officer and   Financial Officer
  Director  
         
Lawrence J. Salva   Senior Vice President, Chief   Senior Vice President, Chief Accounting Officer
  Accounting Officer and   and Controller
  Controller  
         
David L. Cohen   Executive Vice President,   Executive Vice President and Assistant
  Assistant Secretary and Director   Secretary
         
Arthur R. Block   Senior Vice President, General   Senior Vice President, General Counsel,
  Counsel, Secretary, Assistant   Secretary and Assistant Treasurer
  Treasurer and Director  

Page 15 of 22







Directors and Executive Officers of Comcast Technology, Inc.:


Name   Position   Present Principal Occupation



James P. McCue   President and Director   President of Comcast Capital Corporation
    1201 N. Market Street, Suite 1000
    Wilmington, DE 19801
         
C. Stephen Backstrom   Vice President, Treasurer and   Vice President – Taxation
  Director  
         
Sandra W. Crowell   Assistant Treasurer, Assistant   Director of Treasury Operations of Comcast
  Secretary and Director   Capital Corporation
    1201 N. Market Street, Suite 1000
    Wilmington, DE 19801
         
William E. Dordelman   Vice President, Assistant   Vice President – Finance and Assistant
  Treasurer and Director   Treasurer
         
Rosemarie S. Teta   Vice President, Assistant   Vice President of Comcast Capital Corporation
  Treasurer, Assistant Secretary and   1201 N. Market Street, Suite 1000
  Director   Wilmington, DE 19801

Directors and Executive Officers of Comcast Cable Communications Holdings, Inc.:

                               Name                                Position   Present Principal Occupation



Brian L. Roberts   Chairman   President, Chief Executive Officer and
    Chairman of the Board of Directors
         
Stephen B. Burke   President   Executive Vice President and Chief Operating
    Officer of Comcast Corporation
    President of Comcast Cable Communications
         
John R. Alchin   Executive Vice President, Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President, Co-   Executive Vice President and Co-Chief
  Chief Financial Officer and   Financial Officer
  Director  
         
David M. Fellows   Executive Vice President and   Executive Vice President and Chief Technology
  Chief Technology Officer   Officer of Comcast Cable Communications
         
Bradley P. Dusto   President – West Division   President – West Division of Comcast Cable
    Communications
         
Stephen A. Burch   President – Atlantic Division   President – Atlantic Division of Comcast Cable
    Communications
         
David A. Scott   President – Midwest Division   President – Midwest Division of Comcast Cable
    Communications
         
John Ridall   President – Southern Division   President – Southern Division of Comcast Cable
    Communications

Page 16 of 22






Michael A. Doyle   President – Eastern Division   President – Eastern Division of Comcast Cable
    Communications
         
Charles W. Thurston   President – Ad Sales   President – Ad Sales of Comcast Cable
    Communications
         
David A. Juliano   President – Online and Voice   President – Online and Voice Services of
  Services   Comcast Cable Communications
         
David L. Cohen   Executive Vice President,   Executive Vice President and Assistant
  Assistant Secretary and Director   Secretary
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications
         
Stephen E. Silva   Executive Vice President –   Executive Vice President – Business
  Business Development   Development of Comcast Cable
    Communications
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Madison E. Bond   Executive Vice President – Cable   Executive Vice President – Cable Programming
  Programming   of Comcast Cable Communications
         
Amy L. Banse   Executive Vice President –   Executive Vice President – Content
  Content Development   Development of Comcast Cable
    Communications
Arthur R. Block   Senior Vice President, Assistant   Senior Vice President, General Counsel,
  Treasurer, Secretary and Director   Secretary and Assistant Treasurer
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications
   
Executive Officers of Comcast of Michigan, LLC:  
         
                               Name   Position   Present Principal Occupation



Brian L. Roberts   Chairman   President, Chief Executive Officer and
    Chairman of the Board of Directors
         
Stephen B. Burke   President   Executive Vice President and Chief Operating
    Officer of Comcast Corporation
    President of Comcast Cable Communications
         
John R. Alchin   Executive Vice President, Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President and Co-   Executive Vice President and Co-Chief
  Chief Financial Officer   Financial Officer

Page 17 of 22






David M. Fellows   Executive Vice President and   Executive Vice President and Chief Technology
  Chief Technology Officer   Officer of Comcast Cable Communications
         
David A. Scott   President – Midwest Division   President – Midwest Division of Comcast Cable
    Communications
         
David L. Cohen   Executive Vice President and   Executive Vice President and Assistant
  Assistant Secretary   Secretary
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications
         
Stephen E. Silva   Executive Vice President –   Executive Vice President – Business
  Business Development   Development of Comcast Cable
    Communications
         
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Madison E. Bond   Executive Vice President – Cable   Executive Vice President – Cable Programming
  Programming   of Comcast Cable Communications
         
Amy L. Banse   Executive Vice President –   Executive Vice President – Content
  Content Development   Development of Comcast Cable
    Communications
         
Arthur R. Block   Senior Vice President, Assistant   Senior Vice President, General Counsel,
  Treasurer and Secretary   Secretary and Assistant Treasurer
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
         
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications

Executive Officers of Comcast MO of Delaware, LLC and Comcast STB Software LIB, LLC:

Name   Position   Present Principal Occupation



Brian L. Roberts   Chairman   President, Chief Executive Officer and
    Chairman of the Board of Directors
         
Stephen B. Burke   President   Executive Vice President and Chief Operating
    Officer of Comcast Corporation
    President of Comcast Cable Communications
         
John R. Alchin   Executive Vice President, Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President and Co-   Executive Vice President and Co-Chief
  Chief Financial Officer   Financial Officer
         
David M. Fellows   Executive Vice President and   Executive Vice President and Chief Technology
  Chief Technology Officer   Officer of Comcast Cable Communications

Page 18 of 22






David L. Cohen   Executive Vice President and   Executive Vice President and Assistant
  Assistant Secretary   Secretary
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications
         
Stephen E. Silva   Executive Vice President –   Executive Vice President – Business
  Business Development   Development of Comcast Cable
    Communications
         
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Madison E. Bond   Executive Vice President – Cable   Executive Vice President – Cable Programming
  Programming   of Comcast Cable Communications
         
Amy L. Banse   Executive Vice President –   Executive Vice President – Content
  Content Development   Development of Comcast Cable
    Communications
         
Arthur R. Block   Senior Vice President, Assistant   Senior Vice President, General Counsel,
  Treasurer and Secretary   Secretary and Assistant Treasurer
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
         
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications
   
Directors and Executive Officers of Comcast MO Group, Inc.:  
                               Name   Position   Present Principal Occupation



Brian L. Roberts   Chairman   President, Chief Executive Officer and
    Chairman of the Board of Directors
         
Stephen B. Burke   President   Executive Vice President and Chief Operating
    Officer of Comcast Corporation
    President of Comcast Cable Communications
         
John R. Alchin   Executive Vice President, Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President, Co-   Executive Vice President and Co-Chief
  Chief Financial Officer and   Financial Officer
  Director  
         
David M. Fellows   Executive Vice President and   Executive Vice President and Chief Technology
  Chief Technology Officer   Officer of Comcast Cable Communications
         
David L. Cohen   Executive Vice President,   Executive Vice President and Assistant
  Assistant Secretary and Director   Secretary
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications

Page 19 of 22






Stephen E. Silva   Executive Vice President –   Executive Vice President – Business
  Business Development   Development of Comcast Cable
    Communications
         
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Madison E. Bond   Executive Vice President – Cable   Executive Vice President – Cable Programming
  Programming   of Comcast Cable Communications
         
Amy L. Banse   Executive Vice President –   Executive Vice President – Content
  Content Development   Development of Comcast Cable
    Communications
         
Arthur R. Block   Senior Vice President, Assistant   Senior Vice President, General Counsel,
  Treasurer, Secretary and Director   Secretary and Assistant Treasurer
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
         
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications
   
Directors and Executive Officers of Comcast of Georgia, Inc.:  
Name   Position   Present Principal Occupation



Brian L. Roberts   Chairman   President, Chief Executive Officer and
    Chairman of the Board of Directors
         
Stephen B. Burke   President   Executive Vice President and Chief Operating
    Officer of Comcast Corporation
    President of Comcast Cable Communications
         
John R. Alchin   Executive Vice President , Co-   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Chief Financial Officer and   Officer and Treasurer
  Treasurer  
         
Lawrence S. Smith   Executive Vice President and Co-   Executive Vice President and Co-Chief
  Chief Financial Officer   Financial Officer
         
David M. Fellows   Executive Vice President and   Executive Vice President and Chief Technology
  Chief Technology Officer   Officer of Comcast Cable Communications
         
Stephen A. Burch   President – Atlantic Division   President – Atlantic Division of Comcast Cable
    Communications
         
John Ridall   President – Southern Division   President – Southern Division of Comcast Cable
    Communications
         
David L. Cohen   Executive Vice President and   Executive Vice President and Assistant
  Assistant Secretary   Secretary
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications

Page 20 of 22






Stephen E. Silva   Executive Vice President –   Executive Vice President – Business
  Business Development   Development of Comcast Cable
    Communications
         
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Madison E. Bond   Executive Vice President – Cable   Executive Vice President – Cable Programming
  Programming   of Comcast Cable Communications
         
Amy L. Banse   Executive Vice President –   Executive Vice President – Content
  Content Development   Development of Comcast Cable
    Communications
         
Arthur R. Block   Senior Vice President, Assistant   Senior Vice President, General Counsel,
  Treasurer, Secretary and Director   Secretary and Assistant Treasurer
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
         
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications

Directors and Executive Officers of Double C Technologies, LLC:

                             Name                                Position   Present Principal Occupation



Stephen E. Silva   Chairman and Director   Executive Vice President – Business
    Development of Comcast Cable
    Communications
         
Robert S. Pick   Director   Senior Vice President – Corporate Development
    of Comcast Corporation
         
David M. Fellows   Director   Executive Vice President and Chief Technology
    Officer of Comcast Cable Communications
         
Mark E. Hess   Director   Senior Vice President – Digital Television of
    Comcast Cable Communications
         
Dallas S. Clement   Director   Senior Vice President, Strategy and
    Development
    Cox Communications, Inc.
    1400 Lake Hearn Drive, N.E.
    Atlanta, GA 30319
         
Stephen K. Necessary   Director   Vice President, Video Product Development
    Cox Communications, Inc.
    1400 Lake Hearn Drive, N.E.
    Atlanta, GA 30319
         
Neil Heller   President   Vice President – New Business Initiatives and
    Operations of Comcast Cable Communications
         
John R. Alchin   Executive Vice President and   Executive Vice President, Co-Chief Financial
(Citizen of Australia)   Treasurer   Officer and Treasurer of Comcast Corporation

Page 21 of 22






Lawrence S. Smith   Executive Vice President   Executive Vice President and Co-Chief
    Financial Officer of Comcast Corporation
         
David M. Fellows   Executive Vice President   Executive Vice President and Chief Technology
    Officer of Comcast Cable Communications
         
David L. Cohen   Executive Vice President and   Executive Vice President and Assistant
  Assistant Secretary and Director   Secretary of Comcast Corporation
         
Michael S. Tallent   Executive Vice President –   Executive Vice President – Administration and
  Administration and Finance   Finance of Comcast Cable Communications
         
David N. Watson   Executive Vice President –   Executive Vice President – Operations of
  Operations   Comcast Cable Communications
         
Arthur R. Block   Senior Vice President, Secretary   Senior Vice President, General Counsel,
  and Assistant Treasurer   Secretary and Assistant Treasurer of Comcast
    Corporation
         
D. Douglas Gaston   Senior Vice President, General   Senior Vice President, General Counsel and
  Counsel and Assistant Secretary   Assistant Secretary of Comcast Cable
    Communications
         
Ernest A. Pighini   Senior Vice President and   Senior Vice President and Controller of
  Controller   Comcast Cable Communications

Page 22 of 22