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
<PAGE>
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
<PAGE>
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
<PAGE>
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 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996 AND 1995
_______________________________________________________________________________
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
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
=========== =========== =========== ============ ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stable Total
Comcast Value Investment Participant
Stock Fund Fund Funds Loan Fund Total
DECEMBER 31, 1996
<S> <C> <C> <C> <C> <C>
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
============ ============ ============ ============ ============
</TABLE>
See notes to financial statements.
- 2 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
_______________________________________________________________________________
<TABLE>
<CAPTION>
Mutual Funds
Dodge Fidelity
and Cox Blue Chip Crabbe PBHG Ivy Total
Balanced Growth Huson Growth International Mutual
Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C>
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 $45,751,346
=========== =========== ========== ========= ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stable Total
Comcast Value Investment Participant
Stock Fund Fund Funds Loan Fund Total
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net realized and unrealized
appreciation (depreciation) in
fair value of investments ($ 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
============= ============= ============= ============= =============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
_______________________________________________________________________________
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ========= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stable Total
Comcast Value Investment Participant
Stock Fund Fund Funds Loan Fund Total
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== ========== ===========
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
________________________________________________________________________________
<TABLE>
<CAPTION>
Mutual Funds
John
Hancock John
Balanced Hancock
Stock Diversified Total
and Bond Stock Mutual Comcast
Fund Fund Funds Stock Fund
<S> <C> <C> <C> <C>
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
========== ========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
John
Hancock
Guaranteed Total
Investment Investment Participant
Fund Funds Loan Fund Total
<S> <C> <C> <C> <C>
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
=========== =========== ========== ===========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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).
<TABLE>
<CAPTION>
December 31, 1996
Fair
Number of or Contract
Shares/Units Value
<S> <C> <C>
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
============
</TABLE>
- 9 -
<PAGE>
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:
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
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
============ ===========
</TABLE>
The following is a reconciliation of benefits paid to participants or
beneficiaries per the Plan's financial statements to the Plan's Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
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
========== ========== ==========
</TABLE>
- 10 -
<PAGE>
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 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
________________________________________________________________________________
FEIN #23-1709202
PLAN #001
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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
============= =============
</TABLE>
- 12 -
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
________________________________________________________________________________
FEIN #23-1709202
PLAN #001
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1996.
- 13 -
<PAGE>
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 -
<PAGE>
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 -
