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, 1997.
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, 1997 and
1996 and for each of the Three Years in the Period
Ended December 31, 1997; Supplemental Schedules as
of and for the Year Ended December 31, 1997; 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, 1997 and 1996 2
Statement of Changes in Net Assets Available for Benefits With
Fund Information for the Years Ended December 31, 1997, 1996
and 1995 3-5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1997 12
Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1997 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, 1997 and 1996, 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, 1997. 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, 1997 and 1996, and the related
changes in net assets available for benefits for each of the three years in the
period ended December 31, 1997 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 19, 1998
-1-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Mutual Funds
Dodge Fidelity
and Cox Blue Chip PBHG Ivy Total
Balanced Growth Growth International Mutual
Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
ASSETS
Investments, at fair or
contract value $20,218,907 $39,071,781 $ 5,695,881 $ 5,688,630 $70,675,199
Cash
Loans receivable from
participants
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $20,218,907 $39,071,781 $ 5,695,881 $ 5,688,630 $70,675,199
=========== =========== =========== =========== ===========
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
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stable Total
Comcast Value Investment Participant
Stock Fund Fund Funds Loan Fund Total
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
ASSETS
Investments, at fair or
contract value $ 37,694,328 $ 29,194,986 $137,564,513 $ $137,564,513
Cash 1,450,289 5,079,040 6,529,329 6,529,329
Loans receivable from
participants 6,174,371 6,174,371
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 39,144,617 $ 34,274,026 $144,093,842 $ 6,174,371 $150,268,213
============ ============ ============ ============ ============
DECEMBER 31, 1996
ASSETS
Investments, at fair or
contract value $ 19,858,161 $ 22,336,491 $ 87,945,998 $ $ 87,945,998
Cash 3,692,819 8,868,582 12,561,401 12,561,401
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
============ ============ ============ ============ ============
</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, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Mutual Funds
Dodge Fidelity
and Cox Blue Chip PBHG Ivy Total
Balanced Growth Growth International Mutual
Fund Fund Fund Fund Funds
<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 $ 1,792,883 $ 5,929,901 $ (67,073) $ 274,312 $ 7,930,023
Interest and dividends 1,532,461 1,884,234 133,488 3,550,183
------------ ------------ ------------ ------------ ------------
3,325,344 7,814,135 (67,073) 407,800 11,480,206
------------ ------------ ------------ ------------ ------------
Contributions:
Employee 3,121,095 5,240,073 1,535,385 2,047,378 11,943,931
Employer 898,586 1,649,103 390,842 423,160 3,361,691
------------ ------------ ------------ ------------ ------------
4,019,681 6,889,176 1,926,227 2,470,538 15,305,622
------------ ------------ ------------ ------------ ------------
7,345,025 14,703,311 1,859,154 2,878,338 26,785,828
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to participants or
beneficiaries 997,293 2,370,839 352,551 340,298 4,060,981
------------ ------------ ------------ ------------ ------------
997,293 2,370,839 352,551 340,298 4,060,981
------------ ------------ ------------ ------------ ------------
Net increase (decrease) prior to
interfund transfers 6,347,732 12,332,472 1,506,603 2,538,040 22,724,847
Loan repayments--principal 251,296 508,748 83,815 98,235 942,094
Loan withdrawals (538,711) (988,514) (185,809) (231,170) (1,944,204)
Other interfund transfers 637,979 775,677 807,746 979,714 3,201,116
------------ ------------ ------------ ------------ ------------
Net increase 6,698,296 12,628,383 2,212,355 3,384,819 24,923,853
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 13,520,611 26,443,398 3,483,526 2,303,811 45,751,346
------------ ------------ ------------ ------------ ------------
End of year $ 20,218,907 $ 39,071,781 $ 5,695,881 $ 5,688,630 $ 70,675,199
============ ============ ============ ============ ============
</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 $ 16,106,341 $ $ 24,036,364 $ $ 24,036,364
Interest and dividends 272,014 2,071,125 5,893,322 5,893,322
------------- ------------- ------------- ------------- -------------
16,378,355 2,071,125 29,929,686 29,929,686
------------- ------------- ------------- ------------- -------------
Contributions:
Employee 2,990,886 3,450,752 18,385,569 18,385,569
Employer 1,352,577 1,048,735 5,763,003 5,763,003
------------- ------------- ------------- ------------- -------------
4,343,463 4,499,487 24,148,572 24,148,572
------------- ------------- ------------- ------------- -------------
20,721,818 6,570,612 54,078,258 54,078,258
------------- ------------- ------------- ------------- -------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to participants or
beneficiaries 1,865,843 2,705,193 8,632,017 344,417 8,976,434
------------- ------------- ------------- ------------- -------------
1,865,843 2,705,193 8,632,017 344,417 8,976,434
------------- ------------- ------------- ------------- -------------
Net increase (decrease) prior to
interfund transfers 18,855,975 3,865,419 45,446,241 (344,417) 45,101,824
Loan repayments--principal 398,924 653,884 1,994,902 (1,994,902)
Loan withdrawals (910,792) (999,704) (3,854,700) 3,854,700
Other interfund transfers (2,750,470) (450,646)
------------- ------------- ------------- ------------- -------------
Net increase 15,593,637 3,068,953 43,586,443 1,515,381 45,101,824
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 23,550,980 31,205,073 100,507,399 4,658,990 105,166,389
------------- ------------- ------------- ------------- -------------
End of year $ 39,144,617 $ 34,274,026 $ 144,093,842 $ 6,174,371 $ 150,268,213
============= ============= ============= ============= =============
</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, 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.
-4-
<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.
-5-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
- --------------------------------------------------------------------------------
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 1997.
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, 1997, 1996 AND 1995 (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, 1997, 1996 AND 1995 (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 funds
listed below. A brief summary of the Funds, as described in each Fund's
prospectus (where applicable), is as follows:
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.
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, 1997 and
1996 are separately identified (number of shares/units are rounded to the
nearest whole share or unit).
-8-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1997
Fair
Number of or Contract
Shares/Units Value
<S> <C> <C>
Mutual Funds
Dodge and Cox Balanced Fund 258,527 $ 20,218,907
Fidelity Blue Chip Growth Fund 866,413 39,071,781
PBHG Growth Fund 401,843 5,695,881
Ivy International Fund 140,506 5,688,630
------------
70,675,199
------------
Comcast Stock Fund
Class A Special Stock 1,194,276 37,694,328
Cash 1,450,289
------------
39,144,617
------------
Stable Value Fund
Investment Contracts 29,194,986
Cash 5,079,040
------------
3,031,265 34,274,026
------------
Participant Loan Fund
(interest rates from 7.00% to 10.00%;
maturities from 1998 to 2002) 6,174,371
------------
$150,268,213
============
</TABLE>
<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
Investment Contracts 22,336,491
Cash 8,868,582
------------
2,926,956 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
============
</TABLE>
-9-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (Continued)
- --------------------------------------------------------------------------------
The contract and fair values of assets included in the Stable Value Fund
were $34,274,026 and $34,327,825, respectively, as of December 31, 1997,
and $31,205,073 and $31,180,198, respectively, as of December 31, 1996. The
average yield of investment contracts held as of December 31, 1997 and 1996
was 6.18% and 5.90%, respectively. The average yield on investment
contracts for the year ended December 31, 1997 and 1996 was 6.16% and
6.26%, 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 request is processed 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,
1997 1996
<S> <C> <C>
Net assets available for benefits per the financial statements $150,268,213 $105,166,389
Less: amounts allocated to withdrawing participants (57,268)
------------ ------------
Net assets available for benefits per the Form 5500 $150,268,213 $105,109,121
============ ============
</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,
1997 1996 1995
<S> <C> <C> <C>
Benefits paid to participants or beneficiaries
per the financial statements $ 8,976,434 $ 9,938,625 $ 3,757,342
Add: amounts allocated to withdrawing
participants at end of year 57,268
Less: amounts allocated to withdrawing
participants at beginning of year (57,268)
----------- ----------- -----------
Benefits paid to participants or beneficiaries
per the Form 5500 $ 8,919,166 $ 9,995,893 $ 3,757,342
=========== =========== ===========
</TABLE>
-10-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (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, 1997. 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, 1997
- --------------------------------------------------------------------------------
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 258,527 shares/units $ 17,739,427 $ 20,218,907
Fidelity Blue Chip Growth Fund 866,413 shares/units 32,872,974 39,071,781
PBHG Fund 401,843 shares/units 5,732,954 5,695,881
Ivy International Fund 140,506 shares/units 5,433,556 5,688,630
--------------- ---------------
61,778,911 70,675,199
--------------- ---------------
Comcast* Stock Fund
Class A Special Stock 1,194,276 shares/units 22,719,463 37,694,328
Cash 1,450,289 1,450,289
--------------- ---------------
24,169,752 39,144,617
--------------- ---------------
Stable Value Fund
Investment Contracts 29,194,986 29,194,986
Cash 5,079,040 5,079,040
--------------- ---------------
3,031,265 shares/units 34,274,026 34,274,026
--------------- ---------------
Participant Loan Fund
(Interest rates from 7.00% to 10.00%;
maturities from 1998 to 2002) 6,174,371 6,174,371
--------------- ---------------
$ 126,397,060 $ 150,268,213
=============== ===============
</TABLE>
* Comcast is a party-in-interest to the Plan.
-12-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
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 Involved/ Price Price Rental Transaction Asset Date or (Loss)
Description of Asset
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii)--Series of Transactions
in Excess of 5% of Plan Assets
Mutual Funds
Dodge and Cox Balanced Fund $ 7,643,332 $ 2,618,465 $ $ $ 2,268,262 $ 2,618,465 $ 350,203
Fidelity Blue Chip Growth Fund 12,803,290 5,911,496 5,097,632 5,911,496 813,864
PBHG Growth Fund 13,570,188 11,197,029 11,226,525 11,197,029 (29,496)
Ivy International Fund 4,613,195 1,450,929 1,321,721 1,450,929 129,208
Comcast Stock Fund
Class A Special Stock 16,078,741 16,406,150 16,343,086 16,406,150 63,064
Stable Value Fund
Investment Contracts 29,739,300 27,613,595 27,613,595 27,613,595
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1997.
-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 27, 1998 and June 19, 1998 appearing in the Annual Report on Form 10-K
of Comcast Corporation for the year ended December 31, 1997 and in the Annual
Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan for
the year ended December 31, 1997, respectively.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 29, 1998
-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 29, 1998 By: /s/ Joseph J. Euteneuer
--------------------------------
Joseph J. Euteneuer
Vice President and
Corporate Controller
-15-
