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 - LOGO]
COMCAST CORPORATION
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1999.
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, 1999 and 1998 and for each of the
Three Years in the Period Ended
December 31, 1999;
Supplemental Schedules as of and for the
Year Ended December 31, 1999; 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 as of
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1999, 1998 and 1997 3
Notes to Financial Statements 4-11
SUPPLEMENTAL SCHEDULES:
Schedule H - Line 4i - Schedule of Assets Held for Investment
Purposes as of December 31, 1999 12
Schedule H - Line 4j - Schedule of Reportable Transactions
for the Year Ended December 31, 1999 13
INDEPENDENT AUDITORS' CONSENT 14
SIGNATURE 15
<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
of the Comcast Corporation Retirement-Investment Plan (the "Plan") as of
December 31, 1999 and 1998, and the related statement of changes in net assets
available for benefits for each of the three years in the period ended December
31, 1999. 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 auditing standards generally accepted
in the United States of America. 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, 1999 and 1998, and the related
changes in net assets available for benefits for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes (Schedule H - Line 4i) and Reportable Transactions
(Schedule H - Line 4j) 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 schedules are the responsibility of the Plan's
management. The 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 22, 2000
-1-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
December 31,
1999 1998
------------ ------------
ASSETS:
Cash $ 297,530 $ 13,302,912
Investments, at fair or contract value 351,245,592 191,613,911
Loans receivable from participants 8,910,690 6,338,905
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $360,453,812 $211,255,728
============ ============
See notes to financial statements.
-2-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net realized and unrealized appreciation in
fair value of investments $ 84,771,033 $ 43,823,423 $ 24,036,364
Interest and dividends 8,232,242 6,893,230 5,893,322
------------ ------------ ------------
93,003,275 50,716,653 29,929,686
------------ ------------ ------------
Contributions:
Employee 18,519,160 15,763,521 18,385,569
Employer 7,701,672 8,083,327 5,763,003
Rollovers from merged plans (Note 2) 54,633,073
------------ ------------ ------------
80,853,905 23,846,848 24,148,572
------------ ------------ ------------
173,857,180 74,563,501 54,078,258
------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants or beneficiaries 24,659,096 13,575,986 8,976,434
------------ ------------ ------------
24,659,096 13,575,986 8,976,434
------------ ------------ ------------
Net increase 149,198,084 60,987,515 45,101,824
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 211,255,728 150,268,213 105,166,389
------------ ------------ ------------
End of year $360,453,812 $211,255,728 $150,268,213
============ ============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
-------
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 securities exchange or the Nasdaq National Market. Investment
contracts which are included in the Comcast 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 and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncement
----------------------------
In 1999, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position
99-3 "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" ("SOP 99-3") which eliminates
the requirement for a defined contribution plan to disclose
participant-directed investment programs. SOP 99-3 is effective for
financial statements for plan years ending after December 15, 1999 and was
adopted for the accompanying financial statements. Accordingly, the 1998
and 1997 financial statements have been appropriately reclassified to
eliminate the participant-directed fund investment program disclosures.
2. PLAN DESCRIPTION
General
-------
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.
Copies of these documents are available from the Plan Administrator.
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").
During 1999, the Plan was amended to allow an employee to become eligible
for participation in the Plan upon completion of 91 days of service, as
defined in the Plan, and to participate in allocations of employer
matching contributions under the Plan after completion of one year of
service. Prior to July 1, 1999, an employee was eligible for both
participation and employer matching contributions upon completion of one
year of service. 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
-4-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
maximum total matching contribution of 3.5% of the participant's
compensation (see Note 9). 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
For employees hired on or before January 15, 1999, the Company contributed
cash to purchase 10 shares of the Company's Class A Special Common Stock
for the account of each newly eligible participant. These contributions
were recorded at the market value of the shares at the date contributed.
Effective for employees hired after January 15, 1999, the Company
discontinued such contributions to the accounts of newly eligible
participants.
Each participant has the right, in accordance with the provisions of the
Plan, to direct the investment by the trustee of the Plan (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,
any combination of the foregoing or a rollover into another qualified
plan.
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.
Rollover of Assets from Merged Plans
------------------------------------
Effective April 1, 1999, pursuant to the Company's acquisition of assets
associated with the operation of certain cable systems of Marcus Cable
Operating Company, L.P. and Marcus Cable of Delaware and Maryland, L.P.
("Marcus"), the Compensation Committee of the Board of Directors of the
Company resolved to merge the Marcus Cable Operating Company, L.P. 401(k)
Plan (the "Marcus Plan") with and into the Plan. Effective on the merger
date, the assets and liabilities of the Marcus Plan became assets and
liabilities of the Plan. The transfer is included in the accompanying
statement of changes in net assets available for benefits as "Rollovers
from merged plans" and approximated $213,000.
-5-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
Effective October 1, 1999, pursuant to the Company's acquisition of a
controlling interest in Jones Intercable, Inc. ("Jones") on April 7, 1999,
the Compensation Committee of the Board of Directors of the Company
resolved to merge the Jones Intercable, Inc. Et Al Profit
Sharing/Retirement Plan and the Jones Intercable, Inc. Et Al Defined
Contribution Transfer Plan (the "Jones Plans") with and into the Plan.
Effective on the merger date, the assets and liabilities of the Jones
Plans became assets and liabilities of the Plan. The transfer is included
in the accompanying statement of changes in net assets available for
benefits as "Rollovers from merged plans" and approximated $53,041,000.
On November 1, 1999, pursuant to the Company's acquisition of Greater
Philadelphia Cablevision, Inc. ("Greater Philadelphia") from Greater
Media, Inc., the Compensation Committee of the Board of Directors of the
Company resolved to merge the Greater Media, Inc. 401(k) Plan (the
"Greater Media Plan") with and into the Plan. Effective on the merger
date, the assets and liabilities of the Greater Media Plan became assets
and liabilities of the Plan. The transfer is included in the accompanying
statement of changes in net assets available for benefits as "Rollovers
from merged plans" and approximated $1,379,000.
Removal and Appointment of Trustee
----------------------------------
Effective April 1, 1999, State Street Bank and Trust Company was removed
as Trustee of the trust established under the Plan and Putnam Fiduciary
Trust Company, a Massachusetts trust company, was appointed Trustee of the
trust established under the Plan. Concurrent with the change in Trustee,
several mutual funds previously provided as investment funds under the
Plan were eliminated and several new mutual funds with similar investment
strategies were added.
3. INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions and employer contributions (if applicable) in whole
percentage increments among one or more of the funds listed below. A brief
summary of each fund, as described in each fund's prospectus (where
applicable), is as follows:
Prior to April 1, 1999:
-----------------------
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.
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 Corporation Stock Fund - The assets of the Comcast Corporation
Stock Fund are invested in the Company's Class A Special Common 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.
-6-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
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 Stable Value Fund's investment
return typically fluctuates within a narrow range as interest rates
rise and fall. Although the Stable Value Fund's objective is to
preserve the principal investment, there is a potential for loss if the
issuing institutions suffer insolvency.
Effective April 1, 1999:
------------------------
a. Dodge and Cox Balanced Fund - See above.
b. Putnam Investors Fund - The Fund seeks long-term growth of capital and
any increased income that results from this growth. The Fund is
designed for investors seeking long-term growth of capital from a
portfolio primarily consisting of quality common stocks. Most of the
stocks bought by the Fund are "growth" stocks whose earnings Putnam
Management believes are likely to grow faster than the economy as a
whole. Growth in earnings may lead to an increase in the price of the
stock. The Fund mainly buys stocks of larger companies, although the
Fund may invest in companies of any size. The return of the Fund varies
as the stock markets fluctuate and there is no guarantee of principal
or rate of return. The Fund replaced the Fidelity Blue Chip Growth Fund
effective April 1, 1999.
c. Putnam New Opportunities Fund - The Fund seeks long-term capital
appreciation. The Fund will generally invest in companies which Putnam
Management identifies as offering the best prospects for long-term
growth within a particular sector. Current dividend income is only an
incidental consideration. The Fund invests primarily in common stocks,
but may also purchase convertible bonds, convertible preferred stocks,
warrants, preferred stocks and debt securities if Putnam Management
believes they would help achieve the Fund's objective of capital
appreciation. The Fund may also hold a portion of its assets in cash or
money market instruments. The return on the Fund varies as the stock
and bond markets fluctuate and there is no guarantee of principal or
rate of return. The Fund replaced the PBHG Growth Fund effective April
1, 1999.
d. Putnam International Growth Fund - The Fund seeks capital appreciation.
Under normal market conditions, the Fund generally diversifies its
investments among a number of different countries by investing at least
65% of its total assets in at least three countries other than the
United States. The Fund may invest in both growth and value stocks.
Growth stocks are issued by companies whose earnings Putnam Management
believes are likely to grow faster that the economy as a whole. Growth
in earnings may lead to an increase in the price of the stock. Value
stocks are those that Putnam Management believes are currently
undervalued compared to their true worth. If Putnam Management is
correct and other investors recognize this discount, the price of the
stock may rise. The Fund invests mainly in medium and large-sized
companies, although it can invest in companies of any size. Although
the Fund emphasizes investments in developed countries, it may also
invest in companies located in emerging markets. The return of the Fund
varies as the stock markets fluctuate and there is no guarantee of
principal or rate of return. The Fund replaced the Ivy International
Fund effective April 1, 1999.
e. Vanguard Windsor II Fund - The Fund is a stock fund that seeks to
provide long-term growth of capital. As a secondary objective, the Fund
seeks to provide some dividend income. The Fund invests primarily in
large and medium-size companies whose stocks are considered by the
Fund's advisors to be undervalued. Undervalued stocks are generally
those that are out of favor with investors and currently trading at
prices that, the advisor feels, are below what the stocks are worth in
relation to their earnings. These stocks typically, but not always,
have lower-than-average price/earnings (P/E) ratios and
higher-than-average dividend yields. The return of the Fund varies as
the stock markets fluctuate and there is no guarantee of principal or
rate of return.
-7-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
f. Putnam S&P 500 Index Fund - The Fund seeks to achieve a return, before
the assessment of any fees, that closely approximates the return of the
Standard & Poor's 500 Composite Stock Price Index (the "Index"), a
common measure of U.S. market performance. The Fund will invest
primarily in the securities that constitute the Index, either directly
or through the purchase of shares of collective investment trusts
having investment objectives similar to that of the Fund. The Index is
a broad market-weighted composite of 500 selected common stocks, most
of which are listed on the New York Stock Exchange. Except as set forth
below, the Fund attempts to be fully invested at all times in the
stocks that compose the Index either directly or through collective
investment trusts. However, it is not anticipated that the Fund's
portfolio will duplicate the Index exactly. To maintain adequate
liquidity, the Fund may invest a small portion of its assets in
high-quality money market instruments and in money market funds that
invest exclusively in high-quality money market instruments. To manage
transaction costs and minimize tracking errors between the Fund and the
Index, the Fund may invest in exchange-traded stock index futures
contracts. The return of the Fund varies as the stock markets fluctuate
and there is no guarantee of principal or rate of return.
g. Comcast Corporation Stock Fund - See above.
h. Jones Intercable Stock Fund - The assets of the Jones Intercable Stock
Fund were invested in Jones' Class A Common Stock. The fund was a
former fund of the Jones Intercable, Inc. Et Al Profit
Sharing/Retirement Plan and became an investment fund of the Plan when
the Jones Plans were merged with and into the Plan (see Note 2). The
fund was frozen effective on the merger date, and no purchases of the
Jones Class A Common Stock were subsequently made. The Trustee sold
such stock in the normal course of business to meet the distribution
requirements of the Plan. On March 2, 2000, the shareholders of Jones
approved a merger pursuant to which the Company acquired all of the
remaining shares of Jones not then owned by the Company. As a result,
Jones was merged with and into Comcast JOIN Holdings, Inc., a
wholly-owned subsidiary of the Company, on that date and Jones common
stock ceased to be publicly-traded. Each former Jones stockholder
received 1.4 shares of Comcast Class A Special Common Stock for each
share of Jones common stock. Each share of Jones Class A Common Stock
invested in the Jones Intercable Stock Fund was converted into 1.4
shares of the Company's Class A Special Common Stock and invested in
the Comcast Stock Fund.
i. Comcast Stable Value Fund - The Fund seeks stability of principal by
investing mainly in investment contracts issued by insurance companies,
banks, and similar financial institutions. To provide liquidity, a
portion of the Fund's assets is invested in high-quality money market
instruments. Although the Fund's objective is to preserve the principal
investment, there is a potential for loss if the issuing institutions
suffer insolvency. The Fund replaced the Stable Value Fund effective
April 1, 1999.
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 Comcast Stable Value Fund at the direction of
the Plan Administrator.
4. INVESTMENTS
The Plan's investments are held by a 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, 1999 and 1998 are
separately identified (number of units/shares are rounded to the nearest
whole unit or share).
Class A Special Common Stock (Comcast Corporation Stock Fund) share
amounts as of December 31, 1998 have been adjusted retroactively to
reflect the stock split in the form of a dividend of one share of the
Company's Class A Special Common Stock for each share of the Company's
Class A Special Common Stock paid on May 5, 1999 to shareholders of record
as of the close of business on April 20, 1999.
-8-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------------
Fair or
Number of Contract
Units/Shares Value
------------------ --------------
<S> <C> <C>
Mutual Funds
Dodge and Cox Balanced Fund 375,365 units $ 24,665,250
Putnam Investors Fund 3,583,136 units 68,975,376
Putnam New Opportunities Fund 170,183 units 15,726,582
Putnam International Growth Fund 444,319 units 13,236,255
Vanguard Windsor II Fund 222,590 units 5,558,064
Putnam S&P 500 Index Fund 548,571 units 19,167,068
--------------
147,328,595
--------------
Comcast Corporation Stock Fund
Class A Special Common Stock 2,778,316 shares 140,478,600
Cash 297,530
--------------
140,776,130
--------------
Jones Intercable Stock Fund
Class A Common Stock 76,875 shares 5,328,421
--------------
Comcast Stable Value Fund
Investment Contracts 58,109,976 units 58,109,976
--------------
Participant Loan Fund
(interest rates from 6.28% to 11.50%;
maturities from 2000 to 2010) 8,910,690
--------------
$360,453,812
==============
<CAPTION>
December 31, 1998
------------------------------------------
Fair or
Number of Contract
Units/Shares Value
------------------- ---------------
<S> <C> <C>
Mutual Funds
Dodge and Cox Balanced Fund 261,878 units $ 21,852,109
Fidelity Blue Chip Growth Fund 898,714 units 54,561,445
PBHG Growth Fund 423,336 units 6,036,037
Ivy International Fund 128,900 units 5,601,842
---------------
88,051,433
---------------
Comcast Corporation Stock Fund
Class A Special Common Stock 2,345,352 shares 68,821,432
Cash 7,509,536
---------------
76,330,968
---------------
Stable Value Fund
Investment Contracts 3,374,145 units 34,741,046
Cash 5,793,376
---------------
40,534,422
---------------
Participant Loan Fund
(interest rates from 7.00% to 10.00%;
maturities from 1999 to 2003) 6,338,905
---------------
$211,255,728
===============
</TABLE>
-9-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)
--------------------------------------------------------------------------------
The contract and fair values of assets included in the Comcast Stable
Value Fund were $58,109,976 and $57,990,792, respectively, as of December
31, 1999. The contract and fair values of assets included in the Stable
Value Fund were $40,534,422 and $41,082,726, respectively, as of December
31, 1998. The average yield of investment contracts held as of December
31, 1999 and 1998 was 6.22% and 5.97%, respectively. The average yield on
investment contracts for the years ended December 31, 1999 and 1998 was
6.09% and 6.14%, respectively.
5. PARTICIPANT LOANS AND HARDSHIP WITHDRAWALS
A participant may borrow from his/her 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, a participant 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 made pursuant to the Plan is five years. (Loans
with terms of greater than five years exist under the Plan as a result of
rollovers from merged plans.) 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.
A participant may withdraw all or a portion of his/her benefits derived
from salary reduction, rollovers or the vested portion of 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 benefits paid to participants or
beneficiaries per the Plan's financial statements to the Plan's Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Benefits paid to participants or beneficiaries
per the financial statements $24,659,096 $13,575,986 $8,976,434
Less: amounts allocated to withdrawing
participants at beginning of year (57,268)
------------- ------------- ------------
Benefits paid to participants or beneficiaries
per the Form 5500 $24,659,096 $13,575,986 $8,919,166
============= ============= ============
</TABLE>
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.
-10-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Concluded)
--------------------------------------------------------------------------------
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 Notes 2 and
9). 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, 1999. 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.
9. SUBSEQUENT EVENT
On June 22, 2000, the Plan Administrator approved changes to the employer
matching contribution rate for eligible participants. Effective January 1,
2001 or such other date as may be determined by the Compensation Committee
of the Board of Directors of the Company, the Plan was amended to increase
the employer matching contribution rate so that the Company will match
100% of the participant's contribution up to 3% of the participant's
compensation for such payroll period, and 50% of the participant's
contribution in excess of 3% of the participant's compensation for such
payroll period, up to a maximum total matching contribution of 4.5% of the
participant's compensation.
-11-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
<TABLE>
<CAPTION>
SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------------------------
FEIN #23-1709202
PLAN #001
Description of Investment,
Identity of Including Maturity Date, Fair or
Issue, Borrower, Lessor Rate of Interest, Par or Contract
or Similar Party Maturity Value Cost Value
-------------------------------------------- ----------------------------- -------------- ---------------
<S> <C> <C> <C>
Mutual Funds
Dodge and Cox Balanced Fund 375,365 units $24,914,478 $24,665,250
Putnam Investors Fund 3,583,136 units 56,889,353 68,975,376
Putnam New Opportunities Fund 170,183 units 11,685,097 15,726,582
Putnam International Growth Fund 444,319 units 9,851,656 13,236,255
Vanguard Windsor II Fund 222,590 units 6,278,749 5,558,064
Putnam S&P 500 Index Fund 548,571 units 16,829,591 19,167,068
-------------- ---------------
126,448,924 147,328,595
-------------- ---------------
Comcast Corporation* Stock Fund
Class A Special Common Stock 2,778,316 shares 51,007,128 140,478,600
Cash 297,530 297,530
-------------- ---------------
51,304,658 140,776,130
-------------- ---------------
Jones Intercable* Stock Fund
Class A Common Stock 76,875 shares 1,672,484 5,328,421
-------------- ---------------
Comcast Stable Value Fund
Investment Contracts 58,109,976 units 58,109,976 58,109,976
-------------- ---------------
Participant Loan Fund
(Interest rates from 6.28% to 11.50%;
maturities from 2000 to 2010) 8,910,690 8,910,690
-------------- ---------------
$246,446,732 $360,453,812
============== ===============
<FN>
* Represents a party-in-interest to the Plan.
</FN>
</TABLE>
-12-
<PAGE>
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
<TABLE>
<CAPTION>
SCHEDULE H - LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
----------------------------------------------------------------------------------------------------------------------------------
FEIN #23-1709202
PLAN #001
Current
Expense Value of
Incurred Asset on
Identity of Party Involved/ Purchase Selling Lease with Cost of Transaction
Description of Asset Price Price Rental Transaction Asset Date Net Gain
--------------------------------- ------------ ------------ --------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i)--Single Transaction
in Excess of 5% of Plan Assets
---------------------------------
Pooled Funds
Fidelity Blue Chip Growth Fund $57,042,686 $39,171,001 $57,042,686 $17,871,685
Putnam Investors Fund $57,042,686 57,042,686
Category (iii)-Series of
Transactions in Excess of 5%
of Plan Assets
---------------------------------
Stable Value Fund $36,935,861 $36,935,861 $36,935,861
Comcast Stable Value Fund $36,935,861 36,935,861
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1999.
-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 report dated
June 22, 2000 appearing in the Annual Report on Form 11-K of the Comcast
Corporation Retirement-Investment Plan for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 28, 2000
-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 28, 2000 By: /s/ Lawrence J. Salva
-------------------------------
Lawrence J. Salva
Senior Vice President and Chief
Accounting Officer
-15-
