-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+BF4H391kpFJXS1F4pArAFDyemgbu2dSxdG92xucglEvVjJKuM35PtqcrrOLQlA kogEMfd2KxloCyJbYZ+ZbA== 0000950159-97-000170.txt : 19970701 0000950159-97-000170.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950159-97-000170 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06983 FILM NUMBER: 97632888 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [GRAPHIC OMITTED] (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1996. OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________ Commission file number 0-6983 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Comcast Corporation 1500 Market Street Philadelphia, PA 19102-2148 COMCAST CORPORATION RETIREMENT- INVESTMENT PLAN Financial Statements as of December 31, 1996 and 1995 and for each of the Three Years in the Period Ended December 31, 1996; Supplemental Schedules as of and for the Year Ended December 31, 1996; and Independent Auditors' Report COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits With Fund Information as of December 31, 1996 and 1995 2 Statement of Changes in Net Assets Available for Benefits With Fund Information for the Years Ended December 31, 1996, 1995 and 1994 3-5 Notes to Financial Statements 6-11 SUPPLEMENTAL SCHEDULES: Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 12 Line 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1996 13 INDEPENDENT AUDITORS' REPORT Plan Administrator Comcast Corporation Retirement-Investment Plan Philadelphia, Pennsylvania We have audited the accompanying statement of net assets available for benefits with fund information of the Comcast Corporation Retirement-Investment Plan (the "Plan") as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits with fund information for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Comcast Corporation Retirement-Investment Plan as of December 31, 1996 and 1995, and the related changes in net assets available for benefits for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund in the statement of net assets available for benefits with fund information and the statement of changes in net assets available for benefits with fund information is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules on pages 12 and 13 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund and supplemental schedules are the responsibility of the Plan's management. The supplemental information by fund and supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 13, 1997 - 1 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1996 AND 1995 _______________________________________________________________________________
Mutual Funds Dodge Fidelity and Cox Blue Chip Crabbe PBHG Ivy Total Balanced Growth Huson Growth International Mutual Fund Fund Fund Fund Fund Funds DECEMBER 31, 1996 ASSETS Investments, at fair or contract value $13,520,611 $26,443,398 $ $ 3,483,526 $ 2,303,811 $45,751,346 Cash Loans receivable from participants ----------- ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $13,520,611 $26,443,398 $ $ 3,483,526 $ 2,303,811 $45,751,346 =========== =========== =========== =========== =========== =========== DECEMBER 31, 1995 ASSETS Investments, at fair or contract value $10,772,716 $19,920,762 $ 3,090,642 $ $ $33,784,120 Cash Loans receivable from participants ----------- ----------- ----------- ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS $10,772,716 $19,920,762 $ 3,090,642 $ $ $33,784,120 =========== =========== =========== ============ ============ ===========
Stable Total Comcast Value Investment Participant Stock Fund Fund Funds Loan Fund Total DECEMBER 31, 1996 ASSETS Investments, at fair or contract value $ 19,858,161 $ 31,205,073 $96,814,580 $ $ 96,814,580 Cash 3,692,819 3,692,819 3,692,819 Loans receivable from participants 4,658,990 4,658,990 ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 23,550,980 $ 31,205,073 $100,507,399 $ 4,658,990 $105,166,389 ============ ============ ============ ============ ============ DECEMBER 31, 1995 ASSETS Investments, at fair or contract value $ 20,625,462 $ 33,077,270 $ 87,486,852 $ $ 87,486,852 Cash 726,095 726,095 726,095 Loans receivable from participants 2,416,382 2,416,382 ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 21,351,557 $ 33,077,270 $ 88,212,947 $ 2,416,382 $ 90,629,329 ============ ============ ============ ============ ============
See notes to financial statements. - 2 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1996 _______________________________________________________________________________
Mutual Funds Dodge Fidelity and Cox Blue Chip Crabbe PBHG Ivy Total Balanced Growth Huson Growth International Mutual Fund Fund Fund Fund Fund Funds ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments $1,123,805 $1,608,398 $ 63,591 $ $ 162,970 $2,958,764 Interest and dividends 570,737 1,799,338 108,042 2,478,117 ---------- ---------- --------- ---------- ---------- ----------- 1,694,542 3,407,736 171,633 162,970 5,436,881 ---------- ---------- --------- ---------- ---------- ----------- Contributions: Employee 1,776,306 3,555,790 470,359 490,235 6,292,690 Employer 678,511 1,351,871 144,218 146,388 2,320,988 ---------- ---------- --------- ---------- ---------- ----------- 2,454,817 4,907,661 614,577 636,623 8,613,678 ---------- ---------- --------- ---------- ---------- ----------- 4,149,359 8,315,397 786,210 799,593 14,050,559 ---------- ---------- --------- ---------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 1,129,067 1,977,471 409,861 49,756 3,566,155 ---------- ---------- --------- ---------- ---------- ----------- 1,129,067 1,977,471 409,861 49,756 3,566,155 ---------- ---------- --------- ---------- ---------- ----------- Net increase (decrease) prior to interfund transfers 3,020,292 6,337,926 376,349 749,837 10,484,404 Loan repayments--principal 195,087 402,499 43,019 48,267 688,872 Loan withdrawals (456,997) (973,427) (256,393) (54,233) (1,741,050) Other interfund transfers (10,487) 755,638 (3,253,617) 3,483,526 1,559,940 2,535,000 ---------- ---------- --------- ---------- ---------- ----------- Net increase (decrease) 2,747,895 6,522,636 (3,090,642) 3,483,526 2,303,811 11,967,226 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 10,772,716 19,920,762 3,090,642 33,784,120 ---------- ---------- --------- ---------- ---------- ----------- End of year $13,520,611 $26,443,398 $ $3,483,526 $2,303,811 $45,751,346 =========== =========== ========== ========= ========== ===========
Stable Total Comcast Value Investment Participant Stock Fund Fund Funds Loan Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments ($ 324,354) $ $ 2,634,410 $ $ 2,634,410 Interest and dividends 225,709 2,064,686 4,768,512 4,768,512 ------------- ------------- ------------- ------------- ------------- (98,645) 2,064,686 7,402,922 7,402,922 ------------- ------------- ------------- ------------- ------------- Contributions: Employee 2,558,327 3,132,940 11,983,957 11,983,957 Employer 1,499,994 1,267,824 5,088,806 5,088,806 ------------- ------------- ------------- ------------- ------------- 4,058,321 4,400,764 17,072,763 17,072,763 ------------- ------------- ------------- ------------- ------------- 3,959,676 6,465,450 24,475,685 24,475,685 ------------- ------------- ------------- ------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 1,890,472 4,208,171 9,664,798 273,827 9,938,625 ------------- ------------- ------------- ------------- ------------- 1,890,472 4,208,171 9,664,798 273,827 9,938,625 ------------- ------------- ------------- ------------- ------------- Net increase (decrease) prior to interfund transfers 2,069,204 2,257,279 14,810,887 (273,827) 14,537,060 Loan repayments--principal 361,764 574,028 1,624,664 (1,624,664) Loan withdrawals (801,711) (1,598,338) (4,141,099) 4,141,099 Other interfund transfers 570,166 (3,105,166) ------------- ------------- ------------- ------------- ------------- Net increase (decrease) 2,199,423 (1,872,197) 12,294,452 2,242,608 14,537,060 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 21,351,557 33,077,270 88,212,947 2,416,382 90,629,329 ------------- ------------- ------------- ------------- ------------- End of year $ 23,550,980 $ 31,205,073 $ 100,507,399 $ 4,658,990 $ 105,166,389 ============= ============= ============= ============= =============
See notes to financial statements. - 3 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995 _______________________________________________________________________________
Mutual Funds John Hancock John Dodge Fidelity Balanced Hancock and Cox Blue Chip Stock Diversified Crabbe Total Balanced Growth and Bond Stock Huson Mutual Fund Fund Fund Fund Fund Funds ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments $102,489 ($286,269) $752,118 $2,326,510 $ $2,894,848 Interest and dividends 234,723 541,784 171,428 188,496 1,136,431 Interest on employee loans and other (28,887) (108,826) 12,789 31,141 (93,783) ---------- ---------- ---------- ---------- --------- ---------- 308,325 146,689 936,335 2,546,147 3,937,496 ---------- ---------- ---------- ---------- --------- ---------- Contributions: Employee 375,792 837,066 650,851 1,385,612 3,249,321 Employer 47,067 104,081 272,555 544,929 968,632 ---------- ---------- ---------- ---------- --------- ---------- 422,859 941,147 923,406 1,930,541 4,217,953 ---------- ---------- ---------- ---------- --------- ---------- Asset transfers: From Maclean Hunter Plans 2,523,951 2,835,762 3,090,642 8,450,355 From Storer Plan 1,484,842 4,527,668 6,012,510 ---------- ---------- ---------- ---------- --------- ---------- 4,008,793 7,363,430 3,090,642 14,462,865 ---------- ---------- ---------- ---------- --------- ---------- 4,739,977 8,451,266 1,859,741 4,476,688 3,090,642 22,618,314 ---------- ---------- ---------- ---------- --------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 609 320,502 789,656 1,110,767 ---------- ---------- ---------- ---------- --------- ---------- 609 320,502 789,656 1,110,767 ---------- ---------- ---------- ---------- --------- ---------- Net increase prior to interfund transfers 4,739,368 8,451,266 1,539,239 3,687,032 3,090,642 21,507,547 Loan repayments--principal 32,072 69,503 72,799 152,112 326,486 Loan withdrawals (132,256) (109,710) (241,966) Other interfund transfers 6,001,276 11,399,993 (5,552,325) (11,234,245) 614,699 ---------- ---------- ---------- ---------- --------- ---------- Net increase (decrease) 10,772,716 19,920,762 (4,072,543) (7,504,811) 3,090,642 22,206,766 ---------- ---------- ---------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 4,072,543 7,504,811 11,577,354 ---------- ---------- ---------- ---------- --------- ---------- End of year $10,772,716 $19,920,762 $ $ $3,090,642 $33,784,120 ========== ========== ========== ========== ========= ==========
Stable Total Comcast Value Investment Participant Stock Fund Fund Funds Loan Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments $2,715,659 ($154,015) $5,456,492 $ $5,456,492 Interest and dividends 109,885 1,274,512 2,520,828 2,520,828 Interest on employee loans and other 44,156 (12,412) (62,039) (62,039) ----------- ----------- ----------- ---------- ----------- 2,869,700 1,108,085 7,915,281 7,915,281 ----------- ----------- ----------- ---------- ----------- Contributions: Employee 2,196,172 2,310,106 7,755,599 7,755,599 Employer 773,874 662,818 2,405,324 2,405,324 ----------- ----------- ----------- ---------- ----------- 2,970,046 2,972,924 10,160,923 10,160,923 ----------- ----------- ----------- ---------- ----------- Asset transfers: From Maclean Hunter Plans 8,996,921 17,447,276 17,447,276 From Storer Plan 1,510,789 4,580,252 12,103,551 478,414 12,581,965 ----------- ----------- ----------- ---------- ----------- 1,510,789 13,577,173 29,550,827 478,414 30,029,241 ----------- ----------- ----------- ---------- ----------- 7,350,535 17,658,182 47,627,031 478,414 48,105,445 ----------- ----------- ----------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 976,980 1,353,328 3,441,075 316,267 3,757,342 ----------- ----------- ----------- ---------- ----------- 976,980 1,353,328 3,441,075 316,267 3,757,342 ----------- ----------- ----------- ---------- ----------- Net increase prior to interfund transfers 6,373,555 16,304,854 44,185,956 162,147 44,348,103 Loan repayments--principal 291,009 315,103 932,598 (932,598) Loan withdrawals (77,046) (749,994) (1,069,006) 1,069,006 Other interfund transfers (401,885) (212,814) ----------- ----------- ----------- ---------- ----------- Net increase (decrease) 6,185,633 15,657,149 44,049,548 298,555 44,348,103 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 15,165,924 17,420,121 44,163,399 2,117,827 46,281,226 ----------- ----------- ----------- ---------- ----------- End of year $21,351,557 $33,077,270 $88,212,947 $2,416,382 $90,629,329 =========== =========== =========== ========== ===========
See notes to financial statements. - 4 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994 ________________________________________________________________________________
Mutual Funds John Hancock John Balanced Hancock Stock Diversified Total and Bond Stock Mutual Comcast Fund Fund Funds Stock Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized depreciation in fair value of investments ($262,323) ($274,997) ($537,320) ($7,658,351) Interest and dividends 185,621 192,125 377,746 89,524 Interest on employee loans and other 12,046 19,078 31,124 78,131 ---------- ---------- ----------- ----------- (64,656) (63,794) (128,450) (7,490,696) ---------- ---------- ----------- ----------- Contributions: Employee 930,447 1,534,428 2,464,875 1,679,063 Employer 328,960 622,645 951,605 821,427 ---------- ---------- ----------- ----------- 1,259,407 2,157,073 3,416,480 2,500,490 ---------- ---------- ----------- ----------- 1,194,751 2,093,279 3,288,030 (4,990,206) ---------- ---------- ----------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 218,667 342,900 561,567 1,452,869 ---------- ---------- ----------- ----------- 218,667 342,900 561,567 1,452,869 ---------- ---------- ----------- ----------- Net increase (decrease) prior to interfund transfers 976,084 1,750,379 2,726,463 (6,443,075) Loan repayments--principal 77,439 146,856 224,295 269,063 Loan withdrawals (194,272) (203,210) (397,482) (200,647) Other interfund transfers 50,659 192,485 243,144 945,380 ---------- ---------- ----------- ----------- Net increase (decrease) 909,910 1,886,510 2,796,420 (5,429,279) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 3,162,633 5,618,301 8,780,934 20,595,203 ---------- ---------- ----------- ----------- End of year $4,072,543 $7,504,811 $11,577,354 $15,165,924 ========== ========== =========== ===========
John Hancock Guaranteed Total Investment Investment Participant Fund Funds Loan Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net realized and unrealized depreciation in fair value of investments $ ($8,195,671) $ ($8,195,671) Interest and dividends 780,604 1,247,874 1,247,874 Interest on employee loans and other 53,084 162,339 162,339 ----------- ----------- ---------- ----------- 833,688 (6,785,458) (6,785,458) ----------- ----------- ---------- ----------- Contributions: Employee 1,780,033 5,923,971 5,923,971 Employer 255,873 2,028,905 2,028,905 ----------- ----------- ---------- ----------- 2,035,906 7,952,876 7,952,876 ----------- ----------- ---------- ----------- 2,869,594 1,167,418 1,167,418 ----------- ----------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries 1,327,936 3,342,372 3,342,372 ----------- ----------- ---------- ----------- 1,327,936 3,342,372 3,342,372 ----------- ----------- ---------- ----------- Net increase (decrease) prior to interfund transfers 1,541,658 (2,174,954) (2,174,954) Loan repayments--principal 293,625 786,983 (786,983) Loan withdrawals (714,770) (1,312,899) 1,312,899 Other interfund transfers (1,188,524) ----------- ----------- ---------- ----------- Net increase (decrease) (68,011) (2,700,870) 525,916 (2,174,954) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 17,488,132 46,864,269 1,591,911 48,456,180 ----------- ----------- ---------- ----------- End of year $17,420,121 $44,163,399 $2,117,827 $46,281,226 =========== =========== ========== ===========
See notes to financial statements. - 5 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 ________________________________________________________________________________ 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Comcast Corporation Retirement-Investment Plan (the "Plan") are presented using the accrual basis of accounting. Investments in mutual funds and the Comcast Stock Fund are carried at fair value. Fair value is determined by the last sale or closing price as of the last trading day of the Plan year for investments in securities traded on a matured securities exchange or the Nasdaq National Market. Investment contracts which are included in the Stable Value Fund are fully benefit-responsive and are carried at contract value. Contract value represents contributions made, plus interest at the contract rate and transfers, less distributions. Loans receivable from participants are valued at cost which approximates fair value. Net unrealized appreciation or depreciation in the financial statements reflects changes in fair value of investments held at year end, while net realized gains and losses associated with the disposition of investments are recorded as of the trade date and calculated based on fair value as of such date. All costs associated with administering the Plan are paid or absorbed by Comcast Corporation ("Comcast," the "Company" or the "Plan Administrator"). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain reclassifications have been made to the prior years' financial statements to conform to those classifications used in 1996. 2. PLAN DESCRIPTION The following description of the Plan provides only general information. Plan participants should refer to the Plan document and applicable amendments for a more complete description of the Plan's provisions. The Plan is a defined contribution plan qualified under Internal Revenue Code (the "Code") Sections 401(k), 401(a) and 401(m). The original Plan has been amended and restated to reflect mergers of other plans with and into the Plan and to make certain other technical, compliance and design changes. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective December 31, 1995 (the "Maclean Hunter Merger Date"), the 401(k) plans (collectively, the "Maclean Hunter Plans") of COM MH Cable TV, Inc., Comcast Cablevision of Detroit, Comcast Cablevision of New Jersey, Inc. and Comcast Cablevision of Broward, Inc., subsidiaries of the Company (collectively, "Maclean Hunter"), were merged with and into the Plan (the "Maclean Hunter Merger") and their net assets available for benefits of $17,447,276 were transferred into the Plan. All participants of the Maclean Hunter Plans became eligible for participation in the Plan as of the Maclean Hunter Merger Date. On December 14, 1995 (the "Stock Swap Date"), the Plan exchanged all 750,930 shares of Comcast Class A Common Stock (the "Class A Stock") held by the Plan with the Company, on a one-for-one basis, for Comcast Class A Special Common Stock (the "Class A Special Stock"). The Class A Special Stock is generally nonvoting while the Class A Stock is voting. As of the Stock Swap Date, the share price of the Class A Stock and the Class A Special Stock was $18.13 and $18.88, respectively. Effective September 30, 1995 (the "Storer Merger Date"), the 401(k) plan (the "Storer Plan") of Storer Communications, Inc., an indirect wholly owned subsidiary of the Company ("Storer"), was merged with and into the Plan (the "Storer Merger") and its net assets available for benefits of $12,581,965 were transferred into the Plan. All participants of the Storer Plan became eligible for participation in the Plan as of the Storer Merger Date. - 6 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (Continued) ________________________________________________________________________________ An employee is eligible for participation in the Plan upon completion of one year of service, as defined in the Plan. Each eligible employee may direct the Company to make contributions to the Plan of any whole percentage from 1% through 17% of their compensation, subject to certain limits imposed by the Code. The Company matches 100% of the participant's contribution up to 1% of the participant's compensation for such payroll period, and 50% of the participant's contribution in excess of 1% of the participant's compensation for such payroll period, up to a maximum total matching contribution of 3.5% of the participant's compensation. Each participant has at all times a 100% nonforfeitable interest in the participant's contributions and earnings attributable thereto. Contributions by the Company and earnings thereon vest according to the following schedule: Years of Service Vested Percentage 1 year but less than 2 years 20% 2 years but less than 3 years 40 3 years but less than 4 years 60 4 years but less than 5 years 80 5 years or more 100 The Company contributes cash to purchase 10 shares of Class A Special Stock for the account of each newly eligible participant. These contributions are recorded at the market value of the shares at the date contributed. Accounts of the participants in the former Storer Plan and Maclean Hunter Plans were transferred as of the Storer Merger Date and the Maclean Hunter Merger Date, respectively, to the Plan whether or not vested as of such merger dates. Each participant has the right, in accordance with the provisions of the Plan, to direct the investment by State Street Bank (the "Trustee") of all amounts allocated to the separate accounts of the participant under the Plan among any one or more of the investment fund options (see Note 3). The Trustee pays benefits and expenses upon the written direction of the Plan Administrator. Amounts contributed by the Company which are forfeited by participants as a result of the participants' separation from service prior to becoming 100% vested may be used to reduce the Company's required contributions. Pending application of the forfeitures, the Company may direct the Trustee to hold the forfeitures in cash or under investment in a suspense account. If the Plan should terminate with any forfeitures not applied against Company contributions, they will be allocated to then current participants in the proportion that each participant's compensation for that Plan year bears to the compensation for all such participants for the Plan year. Any participant who has a separation from service for any reason except death, disability or attainment of age 65 shall be entitled to receive his vested account balance. Upon death, disability or attainment of age 65, a participant's account becomes fully vested in all Company contributions regardless of the participant's years of service. Generally, distribution will start no later than 60 days after the close of the Plan year in which the participant's separation from service occurs, subject to certain deferral rights under the Plan. The distribution alternatives permitted are a lump sum payment, an annuity, installments over a period of time or any combination of the foregoing. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, each participant's account balance will become fully vested. - 7 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (Continued) ________________________________________________________________________________ 3. INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employer and employee contributions in whole percentage increments among one or more of the following funds: a. Dodge and Cox Balanced Fund - The assets of the Dodge and Cox Balanced Fund are invested in equity securities and fixed income obligations issued by corporations. The returns on these investments vary as the stock and bond markets fluctuate and there is no guarantee of principal or rate of return. b. Fidelity Blue Chip Growth Fund - The assets of the Fidelity Blue Chip Growth Fund are invested in equity securities of well-established companies. The returns on these investments vary as the stock markets fluctuate and there is no guarantee of principal or rate of return. c. PBHG Growth Fund - The assets of the PBHG Growth Fund are invested primarily in equity securities of mid-sized companies. The returns on these investments vary as the stock markets fluctuate and there is no guarantee of principal or rate of return. (The PBHG Growth Fund replaced the Crabbe Huson Fund effective December 31, 1996.) d. Ivy International Fund - The assets of the Ivy International Fund are invested in equity securities which are principally traded in European, Pacific Basin and Latin American markets. The returns on these investments vary as the stock markets fluctuate and there is no guarantee of principal or rate of return. e. Comcast Stock Fund - Subsequent to the Stock Swap Date (see Note 2), the assets of the Comcast Stock Fund, including earnings thereon, are invested solely in the Company's Class A Special Stock. Prior to the Stock Swap Date, certain prior account balances were invested solely in the Company's Class A Stock. The Trustee purchases the stock at prevailing rates in the open market and, in the normal course of business, sells such stock to meet the distribution requirements of the Plan. The value of the Comcast Stock Fund fluctuates and there is no guarantee of principal or rate of return. f. Stable Value Fund - The assets of the Stable Value Fund are invested in a diversified group of high-quality, fixed-income investments consisting of investment contracts which are obligations of creditworthy life insurance companies and commercial banks, high-quality debt securities which are held by the Plan within contracts that are intended to minimize market volatility, and short-term money market instruments. The Fund's investment return typically fluctuates within a narrow range as interest rates rise and fall. Although the Fund's objective is to preserve the principal investment, there is a potential for loss if the issuing institutions suffer insolvency. (The Stable Value Fund replaced the John Hancock Guaranteed Investment Fund effective October 1, 1995.) The selection of investments from the options listed above is the sole responsibility of each participant. Each participant assumes all risks connected with any decrease in the market value of any securities in these funds, and such funds are the sole source of payments under the Plan. If no investment direction is made by a participant, the participant's account is invested in the Stable Value Fund at the direction of the Plan Administrator. - 8 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (Continued) ________________________________________________________________________________ 4. INVESTMENTS The Plan's investments are held by a bank-administered trust fund and are presented in the following table. Investments that represent 5% or more of the Plan's net assets available for benefits as of December 31, 1996 and 1995 are separately identified (number of shares/units are rounded to the nearest whole share or unit).
December 31, 1996 Fair Number of or Contract Shares/Units Value Mutual Funds Dodge and Cox Balanced Fund 209,511 $13,520,611 Fidelity Blue Chip Growth Fund 744,854 26,443,398 PBHG Growth Fund 238,254 3,483,526 Ivy International Fund 64,229 2,303,811 ------------ 45,751,346 Comcast Stock Fund Class A Special Stock 1,114,844 19,858,161 Cash 3,692,819 ------------ 23,550,980 Stable Value Fund N/A 31,205,073 Participant Loan Fund (interest rates from 7.00% to 10.00%; maturities from 1997 to 2001) 4,658,990 ------------ $105,166,389 ============ December 31, 1995 Fair Number of or Contract Shares/Units Value Mutual Funds Dodge and Cox Balanced Fund 197,117 $10,772,716 Fidelity Blue Chip Growth Fund 647,337 19,920,762 Crabbe Huson Fund 220,446 3,090,642 ------------ 33,784,120 Comcast Stock Fund Class A Special Stock 1,134,046 20,625,462 Cash 726,095 ------------ 21,351,557 Stable Value Fund N/A 33,077,270 Participant Loan Fund (interest rates from 7.00% to 12.03%; maturities from 1996 to 2000) 2,416,382 ------------ $90,629,329 ============
- 9 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (Continued) ________________________________________________________________________________ The contract and fair values of assets included in the Stable Value Fund were $31,205,073 and $31,180,198, respectively, as of December 31, 1996, and $33,077,270 and $33,309,586, respectively, as of December 31, 1995. The average yield of investment contracts held as of December 31, 1996 and 1995 was 5.90% and 6.32%, respectively. The average yield on investment contracts for the year ended December 31, 1996 and 1995 was 6.26% and 6.32%, respectively. 5. PARTICIPANT LOANS AND HARDSHIP WITHDRAWALS Participants may borrow from their Plan account subject to the approval of the Plan Administrator in accordance with applicable regulations issued by the Internal Revenue Service ("IRS") and the Department of Labor. In general, participants may borrow a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of the participant's nonforfeitable accrued benefit on the valuation date (as defined by the Plan) last preceding the date on which the loan is received by the Plan Administrator. The maximum term of a loan is five years. Interest accrues at a rate charged by commercial lenders for comparable loans on the date the loan application is approved. Loan transactions are treated as a transfer from (to) the investment fund to (from) the participant loan fund. Participants may withdraw all or a portion of their benefits derived from salary reduction, rollovers or the vested portion of their employer contributions, and earnings thereon, on account of hardship, as defined by the Plan and applicable IRS regulations. Under these rules, the participant must exhaust the possibilities of all other distributions, loans, etc. available under the Plan and meet certain other requirements. Upon receiving a hardship withdrawal, the participant's elective contributions are suspended for twelve full calendar months. 6. BENEFITS PAYABLE The following is a reconciliation of net assets available for benefits per the Plan's financial statements to the Plan's Form 5500:
December 31, 1996 1995 Net assets available for benefits per the financial statements $105,166,389 $90,629,329 Less: amounts allocated to withdrawing participants (57,268) ------------ ----------- Net assets available for benefits per the Form 5500 $105,109,121 $90,629,329 ============ ===========
The following is a reconciliation of benefits paid to participants or beneficiaries per the Plan's financial statements to the Plan's Form 5500:
Year Ended December 31, 1996 1995 1994 Benefits paid to participants or beneficiaries per the financial statements $9,938,625 $3,757,342 $3,342,372 Add: amounts allocated to withdrawing participants at end of year 57,268 ---------- ---------- ---------- Benefits paid to participants or beneficiaries per the Form 5500 $9,995,893 $3,757,342 $3,342,372 ========== ========== ==========
- 10 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (Concluded) ________________________________________________________________________________ 7. ADMINISTRATION OF THE PLAN The Company, as Plan Administrator, has the authority to control and manage the operation and administration of the Plan and may delegate all or a portion of the responsibilities of controlling and managing the operation and administration of the Plan to one or more persons. 8. FEDERAL TAX CONSIDERATIONS a. Income Tax Status of the Plan - The Plan received a determination letter dated December 19, 1995 in which the IRS stated that the Plan, as amended and restated effective January 1, 1993, is qualified and that the trust established under the Plan is tax-exempt. The Plan has been amended since receiving the determination letter (see Note 2). The Company believes that the Plan continues to comply in form and operation with the applicable requirements of the Code. Therefore, the Company believes that the Plan was qualified and the related trust was tax-exempt as of December 31, 1996. Therefore, no provision for income taxes has been included in the Plan's financial statements. b. Impact on Plan Participants - Matching contributions and salary reduction contributions, as well as earnings on Plan assets, are generally not subject to federal income tax until distributed from a qualified plan that meets the requirements of Sections 401(a), 401(k) and 401(m) of the Code. - 11 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 ________________________________________________________________________________ FEIN #23-1709202 PLAN #001
Description of Investment, Identity of Including Maturity Date, Fair Issue, Borrower, Lessor Rate of Interest, Par or or Contract or Similar Party Maturity Value Cost Value Mutual Funds Dodge and Cox Balanced Fund 209,511 shares $ 12,418,755 $ 13,520,611 Fidelity Blue Chip Growth Fund 744,854 shares 25,234,898 26,443,398 PBHG Fund 238,254 shares 3,470,384 3,483,526 Ivy International Fund 64,229 shares 2,165,883 2,303,811 ------------- ------------- 43,289,920 45,751,346 ------------- ------------- Comcast Stock Fund Class A Special Stock 1,114,844 shares 20,851,324 19,858,161 Cash 3,692,819 3,692,819 ------------- ------------- 24,544,143 23,550,980 ------------- ------------- Stable Value Fund N/A 31,205,073 31,205,073 ------------- ------------- Participant Loan Fund (Interest rates from 7.00% to 10.00%; maturities from 1997 to 2001) 4,658,990 4,658,990 ------------- ------------- $ 103,698,126 $ 105,166,389 ============= =============
- 12 - COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996 ________________________________________________________________________________ FEIN #23-1709202 PLAN #001
Current Expense Value of Incurred Asset on Purchase Selling Lease with Cost of Transaction Net Gain Identity of Party Price Price Rental Transaction Asset Date or (Loss) Involved/Description of Asset Category (iii)--Series of Transactions in Excess of 5% of Plan Assets Mutual Funds Dodge and Cox Balanced Fund $ 6,423,675 $ 2,310,832 $ $ $ 2,217,468 $ 2,310,832 $ 93,364 Fidelity Blue Chip Growth Fund 11,621,873 3,941,095 3,897,079 3,941,095 44,016 Crabbe Huson Fund 7,990,037 4,642,926 4,609,963 4,642,926 32,963 Comcast Stock Fund Class A Special Stock 9,199,565 6,725,823 6,784,149 6,725,823 (58,326) Stable Value Fund 46,466,637 39,559,266 39,559,266 39,559,266
There were no category (i), (ii) or (iv) reportable transactions during 1996. - 13 - INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-41440 and 33-63223 of Comcast Corporation on Form S-8 of our reports dated February 28, 1997 and June 13, 1997 appearing in the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 1996 and in the Annual Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan for the year ended December 31, 1996, respectively. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 30, 1997 - 14 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN By: Comcast Corporation Plan Administrator June 30, 1997 By: /s/ Lawrence S. Smith ------------------------- Lawrence S. Smith Executive Vice President - 15 - -----END PRIVACY-ENHANCED MESSAGE-----