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]
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,
2002.
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to ________
Commission file number 000-50093
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, 2002 and 2001
and for each of the Three Years in the Period Ended
December 31, 2002; Supplemental Schedule as of December
31, 2002; 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, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2002, 2001 and 2000 3
Notes to Financial Statements 4-11
SUPPLEMENTAL SCHEDULE:
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes as of
December 31, 2002 12
INDEPENDENT AUDITORS' CONSENT 13
SIGNATURES 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, 2002 and 2001, and the related statement of changes in net assets
available for benefits for each of the three years in the period ended December
31, 2002. 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 Plan as of December 31,
2002 and 2001, and the related changes in net assets available for benefits for
each of the three years in the period ended December 31, 2002 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 as of December 31, 2002 (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. This 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 2002
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 13, 2003
-1-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
----------------------------------------------------------------------------------------------------
December 31,
2002 2001
-------------- ---------------
ASSETS:
Cash $ 52,712 $ 1,171
Contributions receivable 2,033,782
Investments, at fair or contract value 299,691,723 325,997,666
Loans receivable from participants 12,220,704 10,308,475
-------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $313,998,921 $336,307,312
============== ===============
See notes to financial statements.
-2-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
------------------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
2002 2001 2000
--------------- ---------------- ---------------
(DEDUCTIONS) ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investments:
Net realized and unrealized depreciation
in fair value of investments $ (72,611,546) $ (41,201,054) $ (52,351,113)
Interest and dividends 6,742,113 7,045,383 14,403,290
--------------- ---------------- ---------------
(65,869,433) (34,155,671) (37,947,823)
--------------- ---------------- ---------------
Contributions:
Employee 39,937,246 43,818,758 26,802,014
Employer 20,237,934 16,126,286 10,145,463
Rollovers from merged plans (Note 2) 12,199,220 17,298,499
--------------- ---------------- ---------------
72,374,400 59,945,044 54,245,976
--------------- ---------------- ---------------
6,504,967 25,789,373 16,298,153
--------------- ---------------- ---------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants or beneficiaries (28,813,358) (36,806,961) (29,427,065)
--------------- ---------------- ---------------
(28,813,358) (36,806,961) (29,427,065)
--------------- ---------------- ---------------
Net decrease (22,308,391) (11,017,588) (13,128,912)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 336,307,312 347,324,900 360,453,812
--------------- ---------------- ---------------
End of year $ 313,998,921 $ 336,307,312 $ 347,324,900
=============== ================ ===============
See notes to financial statements.
-3-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000
--------------------------------------------------------------------------------
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.
Contributions receivable represent amounts due to the Plan relating to
December 27, 2002 participant and employer matching contributions not
remitted to the Plan until subsequent to year-end. 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. Effective November 18,
2002 Comcast Corporation became the Plan Administrator ("Comcast," the
"Company" or the "Plan Administrator"). Prior to November 18, 2002,
Comcast Holdings Corporation ("Comcast Holdings") was the Plan
Administrator (see Note 8). All costs associated with administering the
plan are paid by 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").
Employees generally become eligible for participation in the Plan upon
completion of three months of service, as defined in the Plan, and
participate in allocations of employer matching contributions under the
Plan after completion of one year of service. Effective January 1, 2003,
the Plan was amended such that full-time employees become eligible to
participate in the Plan after completion of six months of service and
part-time employees become eligible to participate in the Plan after one
year of service. Also, effective January 1, 2003, the Plan was amended to
reduce the service requirement for full-time employees to become eligible
for Company matching contributions from one year to six months.
Each eligible employee may direct the Company to make contributions to the
Plan of any whole percentage from 1% through 17% of their eligible
compensation, subject to certain limits imposed by the Code (see Note 9).
For the year ended December 31, 2000, the Company matched 100% of the
participant's contribution up to 1% of the participant's eligible
compensation for such payroll period, and 50% of the participant's
contribution in excess of 1% of the participant's eligible compensation
for such payroll period, up to a maximum total matching contribution of
3.5% of the participant's eligible compensation.
-4-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
--------------------------------------------------------------------------------
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 eligible
compensation for such payroll period, and 50% of the participant's
contribution in excess of 3% of the participant's eligible compensation
for such payroll period, up to a maximum total matching contribution of
4.5% of the participant's eligible compensation.
Effective January 1, 2003, the Plan was amended to increase the employer
matching contribution rate so that the Company matches 100% of the
participant's contribution up to 6% of the participant's eligible
compensation for such payroll period.
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 year ended
December 31, 2000 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
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.
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" -
see Note 9) 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 eligible compensation for that
Plan year bears to the eligible 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. On October 28, 2002, the Plan was amended to eliminate
annuity forms of payment, effective February 28, 2003.
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 affected participant's account balance will become
fully vested.
-5-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
--------------------------------------------------------------------------------
Rollovers of Assets from Merged Plans
-------------------------------------
Effective May 1, 2000, the Compensation Committee of the Board of
Directors of Comcast Holdings (the "Committee") 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, the Committee 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.
Effective April 1, 2002, the Committee 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 is included in the accompanying
statement of changes in net assets available for benefits as "Rollovers
from merged plans" and approximated $7,565,000.
Effective August 1, 2002, the Committee resolved to merge The Golf Channel
Group Retirement Plan ("The Golf Channel Plan") with and into the Plan.
Effective August 1, 2002, the assets and liabilities of The Golf Channel
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 $4,634,000.
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 available 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.
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.
Effective July 1, 2002, the Fund, deemed by the Investment Management
Committee of the Plan to be under- performing, was frozen. Any existing
investment election directed to the Putnam Investors Fund was
automatically invested in the Harbor Capital Appreciation Fund (see
below).
-6-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
--------------------------------------------------------------------------------
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 mainly 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 prices 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.
g. Comcast Corporation Stock Fund - Prior to November 18, 2002, the assets
of the Comcast Corporation Stock Fund were invested in the Company's
Class A Special Common Stock (see Note 8). Effective November 18, 2002,
all new contributions into the Comcast Corporation Stock Fund are
invested in the Company's Class A 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.
-7-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
--------------------------------------------------------------------------------
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.
Additional funds available July 1, 2002 are as follows:
-------------------------------------------------------
i. Ariel Fund - The Fund invests primarily in the stocks of small
companies with a market capitalization under $2 billion at the time of
investment. The Fund seeks to invest in undervalued companies that are
widely misunderstood, ignored or underfollowed by institutional
investors, Wall Street analysts and the media. The return of the Fund
varies as the stock market fluctuates and there is no guarantee of
principal or rate of return.
j. Harbor Capital Appreciation Fund - The Fund invests primarily in equity
securities, principally common stocks, preferred stocks, rights and
depositary receipts of U.S. companies with market capitalization of at
least $1 billion and above average prospects for growth. In general,
the Fund stays fully invested in stocks. The return of the Fund varies
as the stock market fluctuates and there is no guarantee of principal
or rate of return.
k. PIMCO Total Return Institutional Fund - The Fund seeks to achieve its
investment objective by investing, under normal circumstances, at least
65% of its total assets in a diversified portfolio of Fixed Income
Instruments (as defined in the Fund's prospectus) of varying
maturities. The average portfolio duration of this Fund normally varies
within a three-to-six-year time frame based on PIMCO's forecast of
interest rates. The Fund invests primarily in investment grade debt
securities. The return of the Fund varies as the bond market fluctuates
and there is no guarantee of principal or rate of return.
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.
-8-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
-------------------------------------------------------------------------------------------------------------------
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, 2002 and 2001 are
separately identified (number of units/shares are rounded to the nearest
whole unit or share).
December 31, 2002
-------------------------------------------
Number of
Units/Shares Amount
------------------ --------------
Mutual Funds (at fair value)
Ariel Fund 38,007 units $ 1,339,380
Harbor Capital Appreciation Fund 265,340 units 5,362,513
PIMCO Total Return Institutional Fund 388,826 units 4,148,778
Dodge and Cox Balanced Fund 718,694 units 43,660,668
Putnam Investors Fund 3,164,264 units 28,193,591
Putnam New Opportunities Fund 510,851 units 14,906,632
Putnam International Growth Fund 867,061 units 14,323,844
Vanguard Windsor II Fund 833,888 units 17,344,875
Putnam S&P 500 Index Fund 926,450 units 20,048,385
--------------
149,328,666
--------------
Comcast Corporation Stock Fund (at fair value)
Class A Special Common Stock 3,260,388 shares 73,652,163
Class A Common Stock 113,752 shares 2,681,145
--------------
76,333,308
--------------
Comcast Stable Value Fund (at contract value)
The Putnam Stable Value Fund 68,358,333 units 68,358,333
Other investment contracts 5,671,416 units 5,671,416
--------------
74,029,749
--------------
$299,691,723
==============
-9-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (Continued)
-------------------------------------------------------------------------------------------------------------------
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
--------------
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
--------------
$325,997,666
==============
The fair value of assets included in the Comcast Stable Value Fund was
$74,200,394 and $67,456,556 as of December 31, 2002 and 2001,
respectively. The average yield of investment contracts held as of
December 31, 2002 and 2001 was 4.82% and 5.48%, respectively. The average
yield on investment contracts for the years ended December 31, 2002 and
2001 was 5.01% and 5.80%, 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. Interest rates ranged from 5.25% to 11.00% and 6.00% to
11.00% for the years ended December 31, 2002 and 2001, respectively.
Maturities on outstanding loans ranged from 2002 to 2026 and 2002 to 2010
for the years ended December 31, 2002 and 2001, respectively. Loan
transactions are treated as a transfer from (to) the investment fund to
(from) the participant loan fund.
Effective after a calendar quarter of non-repayment, a loan is considered
to be in default. Default loans are treated as distributions for tax
purposes and become taxable income to the participant for the year in
which the default occurs.
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 six calendar months.
-10-
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 and 2000 (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 Note 2). A
request for an updated determination letter, which considers the 2002
amendments, was filed with the IRS on February 27, 2002. On March 14,
2003, the Plan received a favorable determination letter with respect
to the Company's request indicating that the form of the Plan as
ammended and restated, effective January 1, 1997 satisfies the
applicable requirements of the Code and the form of the related trust
satisfies the applicable requirements for exemption from federal income
tax under the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
b. Impact on Plan Participants - Matching contributions and salary
reduction contributions, as well as earnings on Plan assets, are
generally not subject to federal income tax until distributed from a
qualified plan that meets the requirements of Sections 401(a), 401(k)
and 401(m) of the Code.
8. ACQUISITION OF BROADBAND
On November 18, 2002, the Company completed the acquisition of AT&T
Corp.'s broadband division ("Broadband") which resulted in the combination
of Comcast Holdings and Broadband. Concurrent with the closing of the
Broadband acquisition, shareholders of Comcast Holdings received shares of
Comcast common stock in exchange for corresponding shares of Comcast
Holdings common stock based on an exchange ratio of 1 to 1 (the
"Reorganization"). Upon completion of the Broadband acquisition and the
Reorganization, Comcast Holdings and Broadband are wholly owned
subsidiaries of Comcast, with Comcast Holdings as the predecessor to
Comcast.
9. SUBSEQUENT EVENTS
On February 26, 2003, the Compensation Committee of the Board of Directors
of the Company resolved to remove Putnam Fiduciary Trust Company as
Trustee effective July 1, 2003 and immediately upon such removal Fidelity
Management Company will become the new successor Trustee and
administrative services provider for the Plan.
On February 26, 2003, as a result of the Broadband acquisition (see Note
8), the Plan was amended to authorize the merger of the Comcast Cable
Communications Holdings, Inc. ("CCCH") Long Term Savings Plan (formerly
known as the AT&T Broadband Long Term Savings Plan) with and into the
Plan. Effective July 1, 2003, the assets and liabilities of the CCCH Plan
will become assets and liabilities of the Plan.
On February 26, 2003, the Plan was amended to increase the maximum amount
of eligible compensation that may be deferred from 17% to 50%, subject to
certain limits imposed by the Code, effective July 1, 2003.
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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
----------------------------------------------
SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
-------------------------------------------------------------------------------------------------------------------
FEIN #27-0000798
PLAN #001
Description of
Investment,
Identity of Including Maturity Fair or
Issue, Borrower, Lessor Date, Rate of Interest, Current
or Similar Party Par or Maturity Value Value
---------------------------------------------------------------------- -------------------------- ---------------
Mutual Funds (at fair value)
Ariel Fund 38,007 units $ 1,339,380
Harbor Capital Appreciation Fund 265,340 units 5,362,513
PIMCO Total Return Institutional Fund 388,826 units 4,148,778
Dodge and Cox Balanced Fund 718,694 units 43,660,668
Putnam Investors Fund 3,164,264 units 28,193,591
Putnam New Opportunities Fund 510,851 units 14,906,632
Putnam International Growth Fund 867,061 units 14,323,844
Vanguard Windsor II Fund 833,888 units 17,344,875
Putnam S&P 500 Index Fund 926,450 units 20,048,385
---------------
149,328,666
---------------
Comcast Corporation* Stock Fund (at fair value)
Class A Special Common Stock 3,260,388 shares 73,652,163
Class A Common Stock 113,752 shares 2,681,145
Cash 52,712
---------------
76,386,020
---------------
Comcast Stable Value Fund (at contract value)
The Putnam Stable Value Fund 68,358,333 units 68,358,333
---------------
Traditional Investment Contracts
Ohio National Life Insurance Co.; 3/14/03 Maturity; 6.26% 673,651 units 673,651
Pacific Life Insurance Co.; 4/15/03 Maturity; 5.15% 1,648,848 units 1,648,848
Principal Life Insurance Co.; 5/15/03 Maturity; 5.45% 1,247,753 units 1,247,753
---------------
3,570,252
---------------
Security-Backed Investment Contracts
Westdeutsche Landesbank; 2/25/03 Maturity; 5.72% 73,911 units 73,911
Westdeutsche Landesbank; 9/7/03 Maturity; 6.72% 2,027,253 units 2,027,253
---------------
2,101,164
---------------
74,029,749
---------------
Participant Loan Fund (at cost, which approximates fair value) (Interest rates
from 5.25% to 11.00%;
maturities from 2002 to 2026) 12,220,704
---------------
$311,965,139
===============
* 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.
333-101295 of Comcast Corporation on Form S-8 of our report dated June 13, 2003
appearing in this Annual Report on Form 11-K of the Comcast Corporation
Retirement-Investment Plan for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 25, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
THE COMCAST CORPORATION
RETIREMENT-INVESTMENT PLAN
By: Comcast Corporation
Plan Administrator
June 30, 2003 By: /s/ Lawrence J. Salva
--------------------------
Lawrence J. Salva
Senior Vice President and
Controller
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