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, 2001.
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
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
COMCAST CORPORATION RETIREMENT-
INVESTMENT PLAN
Financial Statements as of
December 31, 2001 and 2000 and for each of the
Three Years in the Period Ended December 31, 2001;
Supplemental Schedule as of December 31, 2001;
and Independent Auditors' Report
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
TABLE OF CONTENTS
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Page
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of
December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2001, 2000 and 1999 3
Notes to Financial Statements 4-11
SUPPLEMENTAL SCHEDULE:
Schedule H - Line 4i - Schedule of Assets Held for
Investment Purposes as of December 31, 2001 12
INDEPENDENT AUDITORS' CONSENT 13
SIGNATURE 14
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, 2001 and 2000, and the related statement of changes in net assets
available for benefits for each of the three years in the period ended December
31, 2001. 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000, and the related changes in net assets available for
benefits for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes (Schedule H - Line 4i) is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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 schedule is the
responsibility of the Plan's management. Such supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is 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 24, 2002
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------
December 31,
2001 2000
-------------- ---------------
ASSETS:
Cash $ 1,171 $ 777,957
Investments, at fair or contract value 325,997,666 336,926,203
Loans receivable from participants 10,308,475 9,620,740
-------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $336,307,312 $347,324,900
============== ===============
See notes to financial statements.
-2-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------
Years Ended December 31,
2001 2000 1999
--------------- ---------------- ---------------
(DEDUCTIONS) ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net realized and unrealized (depreciation) appreciation
in fair value of investments $ (41,201,054) $ (52,351,113) $ 84,771,033
Interest and dividends 7,045,383 14,403,290 8,232,242
--------------- ---------------- ---------------
(34,155,671) (37,947,823) 93,003,275
--------------- ---------------- ---------------
Contributions:
Employee 43,818,758 26,802,014 18,519,160
Employer 16,126,286 10,145,463 7,701,672
Rollovers from merged plans (Note 2) 17,298,499 54,633,073
--------------- ---------------- ---------------
59,945,044 54,245,976 80,853,905
--------------- ---------------- ---------------
25,789,373 16,298,153 173,857,180
--------------- ---------------- ---------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants or beneficiaries 36,806,961 29,427,065 24,659,096
--------------- ---------------- ---------------
36,806,961 29,427,065 24,659,096
--------------- ---------------- ---------------
Net (decrease) increase (11,017,588) (13,128,912) 149,198,084
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 347,324,900 360,453,812 211,255,728
--------------- ---------------- ---------------
End of year $ 336,307,312 $ 347,324,900 $ 360,453,812
=============== ================ ===============
See notes to financial statements.
-3-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
--------------------------------------------------------------------------------
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 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 incurred by Comcast
Corporation ("Comcast," the "Company" or the "Plan Administrator").
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
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. For the two years ended
December 31, 2000, the Company matched 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.
Effective January 1, 2001, the Plan was amended to increase the employer
matching contribution rate so that the Company matches 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.
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 during the two years
ended December 31, 2000 vested according to the following schedule:
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Continued)
--------------------------------------------------------------------------------
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
Effective January 1, 2001, the Plan was amended to provide that Company
matching contributions allocated with respect to participation in plan
years beginning after December 31, 2000 shall be fully and immediately
vested. The applicable vesting schedule under the Plan for Company
matching contributions allocated with respect to participation in plan
years ending before January 1, 2001 was not affected by this Plan
amendment.
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/her 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 (see Note 9)
-------------------------------------------------
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-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (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.
Effective November 1, 1999, pursuant to the Company's acquisition of
Greater Philadelphia Cablevision, Inc. 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.
Effective May 1, 2000, pursuant to the Company's acquisition of assets of
Garden State Cablevision, L.P., the Compensation Committee of the Board of
Directors of the Company resolved to merge the Garden State Cablevision
Retirement-Investment Plan (the "GSCTV Plan") with and into the Plan.
Effective on the merger date, the assets and liabilities of the GSCTV 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 $11,571,000.
Effective August 1, 2000, pursuant to the Company's acquisition of assets
of Prime Communications--Potomac LLC, the Compensation Committee of the
Board of Directors of the Company resolved to merge the Prime
Communications--Potomac LLC 401(k) Retirement & Savings Plan and the Prime
Cable 401(k) Savings and Security Plan (the "Prime Plans") with and into
the Plan. Effective on the merger date, the assets and liabilities of the
Prime 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 $5,727,000.
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 (see Note 9)
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:
a. Dodge and Cox Balanced Fund - The Fund seeks regular income,
conservation of principal and an opportunity for long-term growth of
principal and income. The Fund invests in a diversified portfolio of
common stocks, preferred stocks and fixed income securities. In
selecting equity investments, the Fund invests in companies that, in
the Fund's opinion, appear to be temporarily undervalued by the stock
market and have a favorable outlook for long-term growth. The Fund
focuses on the underlying financial condition and prospects of
individual companies, including future earnings, cash flow and
dividends. Companies are also selected with an emphasis on financial
strength and sound economic condition. The returns on these investments
vary as the stock and bond markets fluctuate and there is no guarantee
of principal or rate of return.
-6-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Continued)
--------------------------------------------------------------------------------
b. Putnam Investors Fund - The Fund seeks long-term growth of capital and
any increased income that results from this growth. The Fund invests
mainly in common stocks of United States companies, with a focus on
growth stocks. Growth stocks are issued by companies that the Fund
believes are fast-growing and whose earnings the Fund believes are
likely to increase over time. Growth in earnings may lead to an
increase in the price of the stock. The Fund invests mainly in large
companies. The return of the Fund varies as the stock markets fluctuate
and there is no guarantee of principal or rate of return.
c. Putnam New Opportunities Fund - The Fund seeks long-term capital
appreciation. The Fund invests mainly in common stocks of United States
companies, with a focus on growth stocks in sectors of the economy that
the Fund believes have high growth potential. Growth stocks are issued
by companies that the Fund believes are fast-growing and whose earnings
the Fund believes are likely to increase over time. Growth in earnings
may lead to an increase in the price of the stock. The growth sectors
emphasized include communications, media/ entertainment, medical
technology/cost containment, industrial and environmental services,
applied/advanced technology, financial services, consumer products and
services and business services. The Fund may invest in companies of any
size. The return on the Fund varies as the stock markets fluctuate and
there is no guarantee of principal or rate of return.
d. Putnam International Growth Fund - The Fund seeks capital appreciation.
The Fund invests mainly in common stocks of companies outside the
United States. The Fund first selects the countries and industries it
believes are attractive, then looks for companies that it believes have
favorable investment potential. For example, the Fund may purchase
stocks of companies with stock prices that reflect a value lower than
that which the Fund places on the company. The Fund also considers
other factors it believes will cause the stock price to rise. The Fund
invests mainly in mid-sized and large 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
developing (also known as emerging) markets. The return of the Fund
varies as the stock markets fluctuate and there is no guarantee of
principal or rate of return.
e. Vanguard Windsor II Fund - The Fund 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-sized
companies whose stocks are considered by the Fund to be undervalued.
Such stocks, called "value" stocks, often are out of favor in periods
when investors are drawn to companies with strong prospects for growth.
The price of value stocks, therefore, may be below average in
comparison with such fundamental factors as earnings, revenue and book
value. In addition, value stocks often provide an above-average
dividend yield.
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 United States 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. To earn additional income, the Fund (or collective trust in
which it invests) may lend securities to other financial institutions
on a collateralized basis. Any income will be net of fees. Securities
lending is subject to certain risks. The return of the Fund varies as
the stock markets fluctuate and there is no guarantee of principal or
rate of return.
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Continued)
--------------------------------------------------------------------------------
g. Comcast Corporation Stock Fund - The assets of the Comcast Corporation
Stock Fund are invested in the Company's Class A Special Common Stock.
The Fund 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 Fund fluctuates
and there is no guarantee of principal or rate of return.
h. Comcast Stable Value Fund - The Fund emphasizes stability of principal
while seeking to earn a competitive rate of return. The Fund invests in
investment contracts issued by insurance companies, banks and other
financial institutions. The Fund may also invest in security-backed
investment contracts that consist of one or more fixed-income
securities and a wrap contract issued by an insurance company, bank or
other financial institution. The wrap contract provides book-value
liquidity for benefit payments and offers enhanced diversification. The
interest rates credited under security-backed investment contracts may
vary based on the performance of the specific securities and withdrawal
experience.
i. Jones Intercable Stock Fund - The Jones Intercable Stock 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
assets of the Fund were invested in Jones' Class A Common Stock. The
Fund was frozen effective on the merger date, and no purchases of the
Jones Class A Common Stock were subsequently made. The Fund 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 Corporation Stock Fund.
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.
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Continued)
--------------------------------------------------------------------------------
4. INVESTMENTS
The Plan's investments, including cash and participant loans, 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, 2001 and 2000 are separately identified (number of
units/shares are rounded to the nearest whole unit or share).
December 31, 2001
-------------------------------------------
Number of
Units/Shares Amount
------------------ --------------
Mutual Funds (at fair value)
Dodge and Cox Balanced Fund 618,836 units $ 40,484,257
Putnam Investors Fund 3,512,396 units 40,954,541
Putnam New Opportunities Fund 428,894 units 17,996,395
Putnam International Growth Fund 722,638 units 14,416,635
Vanguard Windsor II Fund 639,266 units 16,358,805
Putnam S&P 500 Index Fund 750,368 units 20,897,741
--------------
151,108,374
--------------
Comcast Corporation Stock Fund (at fair value)
Class A Special Common Stock 2,994,708 shares 107,809,475
Cash 1,171
--------------
107,810,646
--------------
Comcast Stable Value Fund (at contract value)
The Putnam Stable Value Fund 52,183,465 units 52,183,465
Other investment contracts 14,896,352 units 14,896,352
--------------
67,079,817
--------------
Participant Loan Fund (at cost)
(interest rates from 6.00% to 11.00%;
maturities from 2002 to 2010) 10,308,475
--------------
$336,307,312
==============
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Continued)
--------------------------------------------------------------------------------
December 31, 2000
-------------------------------------------
Number of
Units/Shares Amount
------------------ --------------
Mutual Funds (at fair value)
Dodge and Cox Balanced Fund 481,899 units $ 30,562,037
Putnam Investors Fund 3,521,321 units 54,474,835
Putnam New Opportunities Fund 314,337 units 18,816,193
Putnam International Growth Fund 648,560 units 16,084,287
Vanguard Windsor II Fund 450,509 units 12,253,847
Putnam S&P 500 Index Fund 612,289 units 19,397,329
--------------
151,588,528
--------------
Comcast Corporation Stock Fund (at fair value)
Class A Special Common Stock 3,091,635 shares 129,075,764
Cash 777,957
--------------
129,853,721
--------------
Comcast Stable Value Fund (at contract value)
The Putnam Stable Value Fund 32,367,133 units 32,367,133
Other investment contracts 23,894,778 units 23,894,778
--------------
56,261,911
--------------
Participant Loan Fund (at cost)
(interest rates from 6.28% to 11.00%;
maturities from 2001 to 2010) 9,620,740
--------------
$347,324,900
==============
The fair value of assets included in the Comcast Stable Value Fund was
$67,456,556 and $56,936,205 as of December 31, 2001 and 2000,
respectively. The average yield of investment contracts held as of
December 31, 2001 and 2000 was 5.48% and 6.41%, respectively. The average
yield on investment contracts for the years ended December 31, 2001 and
2000 was 5.80% and 6.11%, 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 pre-January 1,
2001 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 (see Note 9).
-10-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Concluded)
--------------------------------------------------------------------------------
6. 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.
7. 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). A request for an updated determination letter, which considers the
2002 amendments, was filed with the IRS on February 27, 2002. 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, 2001. 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.
8. AGREEMENT AND PLAN OF MERGER WITH AT&T BROADBAND
On December 19, 2001, the Company entered into an Agreement and Plan of
Merger with AT&T Corp. ("AT&T") pursuant to which the Company agreed to a
transaction which will result in the combination of the Company and a
holding company of AT&T's broadband business. Upon the closing of the
transaction, shareholders of the Company will become shareholders of the
combined company, AT&T Comcast Corporation. The transaction is subject to
customary closing conditions and shareholder, regulatory and other
approvals. The company expects to close the transaction by the end of
2002.
9. SUBSEQUENT EVENTS
Effective January 1, 2002, the Plan was amended such that the suspension
period following a hardship withdrawal was reduced from twelve months to
six months.
Effective April 1, 2002, pursuant to the Company's acquisition of Lenfest
Communications, Inc. in 2000, the Compensation Committee of the Board of
Directors of the Company resolved to merge the Lenfest Group Retirement
Plan (the "Lenfest Plan") with and into the Plan. Effective May 1, 2002,
the assets and liabilities of the Lenfest Plan became assets and
liabilities of the Plan. The transfer approximated $7,565,000.
On April 19, 2002, the Investment Management Committee for the Plan (the
"Committee"), which monitors the performance of funds offered to
participants, approved the following to be effective July 1, 2002:
a. the addition of the PIMCO Total Return Institutional Fund (a "core
bond" fund) and the Ariel Fund (a "small cap value" fund).
b. the freezing of the Putnam Investors Fund, a fund deemed by the
Committee to be under-performing, and the addition of the Harbor
Capital Appreciation Fund (a "large cap growth" fund) to replace it.
Any existing investment election directed to the Putnam Investors Fund
will be automatically invested in the Harbor Capital Appreciation Fund.
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
--------------------------------------------------------------------------------
FEIN #23-1709202
PLAN #001
Description of
Investment,
Identity of Including Maturity Fair or
Issue, Borrower, Lessor Date, Rate of Interest, Contract
or Similar Party Par or Maturity Value Value
---------------------------------------------------------------------- -------------------------- ---------------
Mutual Funds (at fair value)
Dodge and Cox Balanced Fund 618,836 units $ 40,484,257
Putnam Investors Fund 3,512,396 units 40,954,541
Putnam New Opportunities Fund 428,894 units 17,996,395
Putnam International Growth Fund 722,638 units 14,416,635
Vanguard Windsor II Fund 639,266 units 16,358,805
Putnam S&P 500 Index Fund 750,368 units 20,897,741
---------------
151,108,374
---------------
Comcast Corporation* Stock Fund (at fair value)
Class A Special Common Stock 2,994,708 shares 107,809,475
Cash 1,171
---------------
107,810,646
---------------
Comcast Stable Value Fund (at contract value)
The Putnam Stable Value Fund 52,183,465 units 52,183,465
---------------
Traditional Investment Contracts
GE Life & Annuity Assurance Co.; 12/16/02 Maturity; 6.00% 1,257,448 units 1,257,448
John Hancock Life Insurance Co.; 11/22/02 Maturity; 4.60% 1,505,370 units 1,505,370
Ohio National Life Insurance Co.; 3/14/03 Maturity; 6.26% 1,267,930 units 1,267,930
Pacific Life Insurance Co.; 4/15/03 Maturity; 5.15% 2,352,025 units 2,352,025
Principal Life Insurance Co.; 5/15/03 Maturity; 5.45% 1,774,011 units 1,774,011
SAFECO; 9/16/02 Maturity; 6.93% 703,248 units 703,248
---------------
8,860,032
---------------
Security-Backed Investment Contracts
Bankers Trust; 9/15/02 Maturity; 6.42% 943,032 units 943,032
Westdeutsche Landesbank; 2/25/03 Maturity; 6.42% 986,896 units 986,896
Westdeutsche Landesbank; 9/7/03 Maturity; 6.72% 2,013,464 units 2,013,464
Westdeutsche Landesbank; 9/15/02 Maturity; 6.83% 2,092,928 units 2,092,928
---------------
6,036,320
---------------
67,079,817
---------------
Participant Loan Fund (at cost, which approximates fair value) (Interest rates
from 6.00% to 11.00%;
maturities from 2002 to 2010) 10,308,475
---------------
$336,307,312
===============
* Represents a party-in-interest to the Plan.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-63223 of Comcast Corporation on Form S-8 of our report dated June 24, 2002
appearing in this Annual Report on Form 11-K of the Comcast Corporation
Retirement-Investment Plan for the year ended December 31, 2001.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 26, 2002
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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 26, 2002 By: /s/ Lawrence J. Salva
------------------------------
Lawrence J. Salva
Senior Vice President and
Chief Accounting Officer
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