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
COMCAST CORPORATION
[GRAPHIC OMITTED - LOGO]
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
---- ACT OF 1934.
For the fiscal year ended December 31, 1995.
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934.
For the transition 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, 1995
and 1994 and for each of the Three Years in
the Period Ended December 31, 1995;
Supplemental Schedules as of and for the Year
Ended December 31, 1995; 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 Plan Benefits as of
December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1995, 1994
and 1993 3-5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 11
Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1995 12
INDEPENDENT AUDITORS' REPORT
Plan Administrator
Comcast Corporation Retirement-Investment Plan
Philadelphia, Pennsylvania
We have audited the accompanying statement of net assets available for plan
benefits of the Comcast Corporation Retirement-Investment Plan (the "Plan") as
of December 31, 1995 and 1994, and the related statement of changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1995. 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 plan benefits of the Comcast Corporation
Retirement-Investment Plan as of December 31, 1995 and 1994, and the related
changes in net assets available for plan benefits for each of the three years in
the period ended December 31, 1995 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 plan benefits and the statement of
changes in net assets available for plan benefits is presented for the purpose
of additional analysis of the basic financial statements rather than to present
information regarding the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
on pages 11 and 12 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 7, 1996
- 1 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
Supplemental Information by Fund
--------------------------------
Pooled Funds
---------------------------------------------------------------------------
John
Hancock John
Dodge Fidelity Balanced Hancock
and Cox Blue Chip Stock Diversified Crabbe Total
Balanced Growth and Bond Stock Huson Pooled
Fund Fund Fund Fund Fund Funds
---- ---- ---- ---- ---- -----
DECEMBER 31, 1995
ASSETS
Investments - at market or
contract values $10,772,716 $19,920,762 $ $ $3,090,642 $33,784,120
Cash
Loans receivable from
participants
----------- ----------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $10,772,716 $19,920,762 $ $ $3,090,642 $33,784,120
=========== =========== ========== ========== ========== ===========
DECEMBER 31, 1994
ASSETS
Investments - at market or
contract values $ $ $4,072,543 $7,504,811 $ $11,577,354
Cash
Loans receivable from
participants
----------- ----------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ $ $4,072,543 $7,504,811 $ $11,577,354
=========== =========== ========== ========== ========== ===========
Stable Total
Comcast Value Investment Participant
Stock Fund Fund Funds Loan Fund Total
---------- ---- ----- --------- -----
DECEMBER 31, 1995
ASSETS
Investments - at market or
contract values $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 PLAN BENEFITS $21,351,557 $33,077,270 $88,212,947 $2,416,382 $90,629,329
=========== =========== =========== ========== ===========
DECEMBER 31, 1994
ASSETS
Investments - at market or
contract values $15,053,230 $17,420,121 $44,050,705 $ $44,050,705
Cash 112,694 112,694 112,694
Loans receivable from
participants 2,117,827 2,117,827
----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $15,165,924 $17,420,121 $44,163,399 $2,117,827 $46,281,226
=========== =========== =========== ========== ===========
See notes to financial statements.
- 2 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
Supplemental Information by Fund
-------------------------------
Pooled Funds
-------------------------------------------------------------------------------------
John
Hancock John
Dodge Fidelity Balanced Hancock
and Cox Blue Chip Stock Diversified Crabbe Total
Balanced Growth and Bond Stock Huson Pooled
Fund Fund Fund Fund Fund Funds
---- ---- ---- ---- ---- -----
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
BEGINNING OF YEAR $ $ $4,072,543 $ 7,504,811 $ $11,577,354
ADDITIONS
Contributions:
Employer 47,067 104,081 275,500 548,761 975,409
Employee 375,792 837,066 650,851 1,385,612 3,249,321
Investment income - 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)
Interfund transfers 6,001,276 11,399,993 (5,552,325) (11,234,245) 614,699
Net realized gains and net unrealized
appreciation (depreciation) in
value of investments 102,489 (286,269) 752,118 2,326,510 2,894,848
Loan repayments - principal 32,072 69,503 72,799 152,112 326,486
Asset transfer in - Maclean Hunter 2,523,951 2,835,762 3,090,642 8,450,355
Asset transfer in - Storer 1,484,842 4,527,668 6,012,510
----------- ----------- ---------- ----------- ---------- -----------
10,773,325 19,920,762 (3,616,840) (6,601,613) 3,090,642 23,566,276
----------- ----------- ---------- ----------- ---------- -----------
DEDUCTIONS
Payments to participants or
beneficiaries 609 320,502 789,656 1,110,767
Loan withdrawals 132,256 109,710 241,966
Loans defaulted and other
Forfeited amounts 2,945 3,832 6,777
----------- ----------- ---------- ----------- ---------- -----------
609 455,703 903,198 1,359,510
----------- ----------- ---------- ----------- ---------- -----------
NET ADDITIONS (DEDUCTIONS) 10,772,716 19,920,762 (4,072,543) (7,504,811) 3,090,642 22,206,766
----------- ----------- ---------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS, 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
---------- ---- ----- --------- -----
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
BEGINNING OF YEAR $15,165,924 $17,420,121 $44,163,399 $2,117,827 $46,281,226
ADDITIONS
Contributions:
Employer 780,528 745,819 2,501,756 2,501,756
Employee 2,196,172 2,310,106 7,755,599 7,755,599
Investment income - 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)
Interfund transfers (401,885) (212,814)
Net realized gains and net unrealized
appreciation (depreciation) in
value of investments 2,715,659 (154,015) 5,456,492 5,456,492
Loan repayments - principal 291,009 315,103 932,598 (932,598)
Asset transfer in - Maclean Hunter 8,996,921 17,447,276 17,447,276
Asset transfer in - Storer 1,510,789 4,580,252 12,103,551 478,414 12,581,965
----------- ----------- ----------- ---------- -----------
7,246,313 17,843,472 48,656,061 (454,184) 48,201,877
----------- ----------- ----------- ---------- -----------
DEDUCTIONS
Payments to participants or
beneficiaries 976,980 1,353,328 3,441,075 3,441,075
Loan withdrawals 77,046 749,994 1,069,006 (1,069,006)
Loans defaulted and other 316,267 316,267
Forfeited amounts 6,654 83,001 96,432 96,432
----------- ----------- ----------- ---------- -----------
1,060,680 2,186,323 4,606,513 (752,739) 3,853,774
----------- ----------- ----------- ---------- -----------
NET ADDITIONS (DEDUCTIONS) 6,185,633 15,657,149 44,049,548 298,555 44,348,103
----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS, END OF YEAR $21,351,557 $33,077,270 $88,212,947 $2,416,382 $90,629,329
=========== =========== =========== ========== ===========
See notes to financial statements.
- 3 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
Supplemental Information by Fund
--------------------------------
Pooled Funds
-----------------------------------
John
Hancock John
Balanced Hancock
Stock Diversified Total
and Bond Stock Pooled
Fund Fund Funds
---- ---- -----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR $3,162,633 $5,618,301 $8,780,934
ADDITIONS
Contributions:
Employer 336,521 634,384 970,905
Employee 930,447 1,534,428 2,464,875
Investment income - interest and dividends 185,621 192,125 377,746
Interest on employee loans and other 12,046 19,078 31,124
Interfund transfers 50,659 192,485 243,144
Net realized losses and net unrealized
depreciation in value of investments (262,323) (274,997) (537,320)
Loan repayments - principal 77,439 146,856 224,295
---------- ---------- ----------
1,330,410 2,444,359 3,774,769
---------- ---------- ----------
DEDUCTIONS
Payments to participants or beneficiaries 218,667 342,900 561,567
Loan withdrawals 194,272 203,210 397,482
Forfeited amounts 7,561 11,739 19,300
---------- ---------- ----------
420,500 557,849 978,349
---------- ---------- ----------
NET ADDITIONS (DEDUCTIONS) 909,910 1,886,510 2,796,420
---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $4,072,543 $7,504,811 $11,577,354
========== ========== ===========
John
Hancock
Guaranteed Total
Comcast Investment Investment Participant
Stock Fund Fund Funds Loan Fund Total
---------- ---- ----- --------- -----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR $20,595,203 $17,488,132 $46,864,269 $1,591,911 $48,456,180
ADDITIONS
Contributions:
Employer 821,581 814,301 2,606,787 2,606,787
Employee 1,679,063 1,780,033 5,923,971 5,923,971
Investment income - interest and dividends 89,524 780,604 1,247,874 1,247,874
Interest on employee loans and other 78,131 53,084 162,339 162,339
Interfund transfers 945,380 (1,188,524)
Net realized losses and net unrealized
depreciation in value of investments (7,658,351) (8,195,671) (8,195,671)
Loan repayments - principal 269,063 293,625 786,983 (786,983)
----------- ----------- ----------- ---------- -----------
(3,775,609) 2,533,123 2,532,283 (786,983) 1,745,300
----------- ----------- ----------- ---------- -----------
DEDUCTIONS
Payments to participants or beneficiaries 1,452,869 1,327,936 3,342,372 3,342,372
Loan withdrawals 200,647 714,770 1,312,899 (1,312,899)
Forfeited amounts 154 558,428 577,882 577,882
----------- ----------- ----------- ---------- -----------
1,653,670 2,601,134 5,233,153 (1,312,899) 3,920,254
----------- ----------- ----------- ---------- -----------
NET ADDITIONS (DEDUCTIONS) (5,429,279) (68,011) (2,700,870) 525,916 (2,174,954)
----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $15,165,924 $17,420,121 $44,163,399 $2,117,827 $46,281,226
=========== =========== =========== ========== ===========
See notes to financial statements.
- 4 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993
- --------------------------------------------------------------------------------
Supplemental Information by Fund
--------------------------------
Pooled Funds
-----------------------------------
John
Hancock John
Balanced Hancock
Stock Diversified Total
and Bond Stock Pooled
Fund Fund Funds
---- ---- -----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR $1,443,760 $2,510,992 $3,954,752
ADDITIONS
Contributions:
Employer 288,964 497,596 786,560
Employee 650,236 1,085,374 1,735,610
Investment income - interest and dividends 96,511 115,080 211,591
Interest on employee loans and other 5,864 11,584 17,448
Interfund transfers 444,626 801,214 1,245,840
Net realized gains and net unrealized
appreciation in value of investments 151,620 427,534 579,154
Loan repayments - principal 48,530 89,288 137,818
Asset transfer in - AWACS 250,408 446,147 696,555
---------- ---------- ----------
1,936,759 3,473,817 5,410,576
---------- ---------- ----------
DEDUCTIONS
Payments to participants or beneficiaries 130,111 278,145 408,256
Loan withdrawals 82,470 82,500 164,970
Forfeited amounts (credits) 5,305 5,863 11,168
---------- ---------- ----------
217,886 366,508 584,394
---------- ---------- ----------
NET ADDITIONS 1,718,873 3,107,309 4,826,182
---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $3,162,633 $5,618,301 $8,780,934
========== ========== ==========
John
Hancock
Guaranteed Total
Comcast Investment Investment Participant
Stock Fund Fund Funds Loan Fund Total
---------- ---- ----- --------- -----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR $10,460,074 $15,337,481 $29,752,307 $1,167,387 $30,919,694
ADDITIONS
Contributions:
Employer 599,145 989,257 2,374,962 2,374,962
Employee 1,232,573 1,931,919 4,900,102 4,900,102
Investment income - interest and dividends 81,485 845,520 1,138,596 1,138,596
Interest on employee loans and other 28,960 80,626 127,034 127,034
Interfund transfers (1,010,074) (235,766)
Net realized gains and net unrealized
appreciation in value of investments 9,794,980 10,374,134 10,374,134
Loan repayments - principal 173,317 285,103 596,238 (596,238)
Asset transfer in - AWACS 260,730 201,508 1,158,793 1,158,793
----------- ----------- ----------- ---------- -----------
11,161,116 4,098,167 20,669,859 (596,238) 20,073,621
----------- ----------- ----------- ---------- -----------
DEDUCTIONS
Payments to participants or beneficiaries 796,669 1,358,118 2,563,043 2,563,043
Loan withdrawals 187,546 668,246 1,020,762 (1,020,762)
Forfeited amounts (credits) 41,772 (78,848) (25,908) (25,908)
----------- ----------- ----------- ---------- -----------
1,025,987 1,947,516 3,557,897 (1,020,762) 2,537,135
----------- ----------- ----------- ---------- -----------
NET ADDITIONS 10,135,129 2,150,651 17,111,962 424,524 17,536,486
----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $20,595,203 $17,488,132 $46,864,269 $1,591,911 $48,456,180
=========== =========== =========== ========== ===========
See notes to financial statements.
- 5 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
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 are carried at market value or contract value. Market value is
determined by the last sales 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. Changes in investment market values
are reflected as net unrealized appreciation or depreciation in the
financial statements of the Plan during each corresponding Plan year, while
net realized gains and losses associated with the disposition of
investments are recorded as of the trade date and calculated based on
market values as of such date. Contract values of guaranteed investment
contracts ("GIC's") with insurance companies are fully benefit-responsive
and represent contributions made, plus interest at the contract rate and
transfers, less distributions. Employee and employer contributions are
recorded in the period to which they are applicable. All costs associated
with administering the Plan are paid or absorbed by Comcast Corporation
("Comcast," the "Company" or the "Plan Administrator").
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 plan 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 plan 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.
Effective January 1, 1993 (the "AWACS Merger Date"), the 401(k) plan (the
"AWACS Plan") of AWACS, Inc., an indirect wholly owned subsidiary of the
Company, was merged with and into the Plan and its net assets available for
plan benefits of $1,158,793 were transferred into the Plan. All
participants of the AWACS Plan became eligible for participation in the
Plan as of the AWACS Merger Date.
2. PLAN DESCRIPTION
The following is not intended to be a complete description of the Plan.
Plan participants should refer to the Plan documents and applicable
amendments for a complete description of the Plan.
The Plan is a defined contribution plan qualified under Internal Revenue
Code (the "Code") Sections 401(k), 401(a) and 401(m). The Company amended
and restated the Plan effective January 1, 1989 in order to comply with
certain tax law requirements. The Plan has been subsequently amended and
restated effective January 1, 1993 to reflect the merger with the AWACS
Plan and to make certain other technical, compliance and design changes.
The Plan has also been amended to reflect the Storer Merger, the Maclean
Hunter
- 6 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)
- --------------------------------------------------------------------------------
Merger and to make certain other technical, compliance and design changes.
Participation in the Plan is open to covered employees who satisfy
eligibility requirements as set forth in the Plan document.
An employee is eligible for participation in the Plan upon completion of
one year and one thousand hours of service. Each eligible employee may
direct the Company to make contributions to the Plan of any multiple of 1%,
between 1% and 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, 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. 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.
Contributions by the Company are vested 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
Accounts of the participants in the Storer Plan and the 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 upon
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 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 service period. If the participant has attained age 65,
distribution may begin as soon after the valuation date as is
administratively feasible. Otherwise, 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.
The Company may terminate or partially terminate the Plan. If the Plan is
terminated or partially terminated, or there is a complete discontinuance
of contributions by the Company, each affected participant's account
balance will become fully vested.
- 7 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)
- --------------------------------------------------------------------------------
3. INVESTMENT OPTIONS
Contributions are invested in accordance with the directions of the
participant in 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 market
fluctuates and there is no guarantee of principal or rate of return.
c. Crabbe Huson Fund - The assets of the Crabbe Huson Fund are invested
in equity securities of small to medium sized companies. The returns
on these investments vary as the stock market fluctuates and there is
no guarantee of principal or rate of return.
d. Comcast Stock Fund - Subsequent to the Stock Swap Date (see Note 1),
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, participant contributions and prior account balances
were invested only 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.
e. Stable Value Fund - The assets of the Stable Value Fund (formerly the
John Hancock Guaranteed Investment Fund, through September 30, 1995)
are invested in GIC's with insurance companies, money market funds and
high-quality debt securities. The GIC contracts contain provisions for
repayment of principal to participants, plus interest at a specified
annual rate for a specified period. Under the GIC contracts, the
insurance companies guarantee the rate of return only. Repayment of
the original investment is not guaranteed.
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 received, participant accounts are 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, 1995, 1994 AND 1993 (Continued)
- --------------------------------------------------------------------------------
4. INVESTMENTS
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1995 and 1994 are as follows (the
market values used herein do not reflect any changes in price per share
subsequent to year end; number of shares and units are rounded to the
nearest whole share or unit):
December 31, 1995
Market
Number of or Contract
Shares/Units Value
POOLED 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
-----------
STABLE VALUE FUND 33,077,270
-----------
$87,486,852
===========
December 31, 1994
Market
Number of or Contract
Shares/Units Value
POOLED FUNDS
John Hancock Balanced Stock
and Bond Fund 42,729 $ 4,072,543
John Hancock Diversified Stock
Fund 75,350 7,504,811
-----------
11,577,354
-----------
COMCAST STOCK FUND
Class A Stock 584,868 8,992,343
Class A Special Stock 386,339 6,060,887
-----------
15,053,230
-----------
JOHN HANCOCK GUARANTEED
INVESTMENT FUND (Guaranteed
interest rates from 3.82%
to 6.29%) 17,420,121
-----------
$44,050,705
===========
As of December 31, 1995, the Stable Value Fund includes fully
benefit-responsive GIC's with insurance companies with contract and fair
market values of $10,477,804 and $10,647,030, respectively. The average
yield of assets held and the crediting interest rate for these GIC's was
6.32% for the year ended and as of December 31, 1995, respectively.
- 9 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Concluded)
- --------------------------------------------------------------------------------
5. LOANS AND WITHDRAWALS
Participants may borrow from their Plan account. Loans are 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, the principal amount of the loan to a
participant may not be less than $500 and may not exceed the lesser of (a)
$50,000, reduced by the excess of the highest outstanding balance of loans
to the participant from the Plan during the one-year period ending on the
day before the date on which the loan was made over the outstanding balance
of loans to the participant from the Plan on the date on which the loan is
made or (b) 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 these
loans is five years. If a participant terminates for any reason, any
outstanding loan balance becomes due and payable. Interest accrues at a
rate charged by commercial lenders for comparable loans on the date the
loan application is approved.
Participants may withdraw all or a portion of their benefits derived from
salary reduction, rollovers or the vested portion of their employer
contribution account 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
Benefits are recorded when paid. As of December 31, 1995 and 1994, net
assets available for Plan benefits include benefits of approximately
$28,000 and $438,000, respectively, due to participants who had withdrawn
from participation in the Plan.
7. ADMINISTRATION OF THE PLAN
The Company, as Plan Administrator, has the authority to control and manage
the operation and administration of the Plan. The Company 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. 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, was in compliance with the
applicable requirements of the Code. The Plan has subsequently been
amended (see Note 2). The Company believes that the Plan continues to
comply in form and operation with the applicable requirements of the
Code. 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.
- 10 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
FEIN #23-1709202
PLAN #001
Market
or Contract
Cost Value
POOLED FUNDS
Dodge and Cox Balanced Fund $10,670,230 $10,772,716
Fidelity Blue Chip Growth Fund 20,207,030 19,920,762
Crabbe Huson Fund 3,090,642 3,090,642
----------- -----------
33,967,902 33,784,120
----------- -----------
COMCAST STOCK FUND
Class A Special Stock 21,272,926 20,625,462
----------- -----------
STABLE VALUE FUND 33,077,270 33,077,270
----------- -----------
LOANS TO PARTICIPANTS
(Interest rates from 7.00% to 12.03%;
maturities from 1995 to 1999) 2,416,382 2,416,382
----------- -----------
$90,734,480 $89,903,234
=========== ===========
- 11 -
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
FEIN #23-1709202
PLAN #001
Selling Cost of Net (Loss)
Description Price Asset Gain
----- ----- ----
PURCHASES
Comcast Stock Fund $19,548,345 (a)(f)
Stable Value Fund 28,815,502 (b)
John Hancock Balanced Stock and Bond Fund 1,893,321
John Hancock Diversified Stock Fund 286,276
Dodge and Cox Balanced Fund 10,670,835 (c)
Fidelity Blue Chip Growth Fund 20,207,051 (d)
Crabbe Huson Fund 3,090,642 (e)
SALES
Comcast Stock Fund $15,591,326 $16,417,180 (f) ($825,854)
Stable Value Fund 13,004,338 13,004,338
John Hancock Balanced Stock and Bond Fund 6,717,982 6,080,251 637,731
John Hancock Diversified Stock Fund 12,692,597 8,239,801 4,452,796
(a) Includes one transaction totaling $1,510,789 representing asset transfers
from the Storer Plan.
(b) Includes two transactions totaling $4,580,252 and $8,996,921 representing
asset transfers from the Storer Plan and the Maclean Hunter Plan,
respectively.
(c) Includes two transactions totaling $1,484,842 and $2,523,951 representing
asset transfers from the Storer Plan and the Maclean Hunter Plan,
respectively.
(d) Includes two transactions totaling $4,527,668 and $2,835,762 representing
asset transfers from the Storer Plan and the Maclean Hunter Plan,
respectively.
(e) Represents an asset transfer from the Maclean Hunter Plan.
(f) Includes the exchange of 750,930 shares of Comcast Corporation Class A
Common Stock (the "Class A Stock") for Comcast Corporation Class A Special
Common Stock (the "Class A Special Stock") on December 14, 1995 (the "Stock
Swap Date"). 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.
- 12 -
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 29, 1996 and June 7, 1996 appearing in the Annual Report on Form 10-K
of Comcast Corporation for the year ended December 31, 1995 and in the Annual
Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan for
the year ended December 31, 1995, respectively.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 28, 1996
- 13 -
SIGNATURES
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
Date: June 28, 1996 By: /s/ Lawrence S. Smith
------------------------------
Lawrence S. Smith
Executive Vice President
- 14 -
