SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
COMCAST CORPORATION
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
___ EXCHANGE ACT OF 1934. For the fiscal year ended December 31,
2003.
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:
COMCAST-SPECTACOR 401(K) 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
Financial Statements and Report of Independent Registered Public
Accounting Firm
Comcast-Spectacor 401(k) Plan
December 31, 2003 and 2002
COMCAST-SPECTACOR 401(k) PLAN
TABLE OF C O N T E N T S
Page
----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of December 31, 2003 and 2002 4
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003 5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held for Investment Purposes as of December 31, 2003 11
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 12
SIGNATURES 13
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
Plan Administrator
Comcast-Spectacor 401(k) Plan
We have audited the accompanying statement of net assets available for
benefits of the Comcast-Spectacor 401(k) Plan as of December 31, 2003 and 2002,
the related statement of changes in net assets available for benefits for the
year ended December 31, 2003 and the supplemental schedule of assets held for
investment purposes as of December 31, 2003. These financial statements are the
responsibility of the Plan's management.
We conducted our audit of the financial statements as of and for the
year ended December 31, 2003, in accordance with standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides 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, 2003 and 2002, and the changes in net assets available
for benefits for the year ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 11, 2004
3
Comcast-Spectacor 401(k) Plan
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2003 2002
----------- -----------
ASSETS
Investments at fair value $16,037,803 $10,818,891
Participant loans 284,370 274,713
Contribution receivable -- 212,865
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $16,322,173 $11,306,469
=========== ===========
The accompanying notes are an integral part of these statements.
4
Comcast-Spectacor 401(k) Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31,
2003
-----------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value of investments $ 2,225,695
Dividends and interest 230,171
-----------
2,455,866
Contributions
Participants 2,048,655
Employer 1,264,723
Rollover 65,966
-----------
3,379,344
Total additions 5,835,210
-----------
Deductions from net assets attributed to:
Benefits paid to participants 810,376
Administrative expenses 9,130
-----------
Total deductions 819,506
-----------
NET INCREASE 5,015,704
Net assets available for benefits
Beginning of year 11,306,469
-----------
End of year $16,322,173
===========
The accompanying notes are an integral part of these statements.
5
Comcast-Spectacor 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE A - DESCRIPTION OF THE PLAN
The following description of the Comcast-Spectacor 401(k) Plan (the Plan)
provides only general information. Participants should refer to the official
Plan document for a complete description of the Plan's provisions.
1. General
-------
The effective date of the Plan is January 1, 1992. The Plan is a defined
contribution plan and is subject to the provisions of the Employee
Retirement Income Security Act of 1974. The Plan covers "eligible
employees," as defined in the Plan, who have completed one year of
eligibility service (as defined in the Plan) and have attained age 21.
Effective January 1, 1994, a 401(k) feature was added to the Plan and the
name was changed from the Spectacor Retirement Plan to the Spectacor
Retirement and Savings Plan. Effective January 1, 1997, the name was changed
to the Comcast-Spectacor 401(k) Plan. The following entities participate in
the Plan, referred to collectively as "the Company":
o Comcast-Spectacor Limited Partnership (Plan Sponsor)
o Comcast-Spectacor Limited Partnership Baysox Club, LLC
o Comcast-Spectacor Limited Partnership Keys Club, LLC
o Comcast-Spectacor Limited Partnership Shorebirds Club, LLC
o Spectrum Arena Limited Partnership
o Philadelphia Flyers Limited Partnership
o Philadelphia 76ers Limited Partnership
o Philadelphia Phantoms Limited Partnership
o Comcast Spectacor Foundation
o Flyers Skate Zone Limited Partnership
o Global Spectrum Limited Partnership
o Spectacor, Inc.
o Patron Solutions Limited Liability Partnership
o FPS Rinks Limited Partnership
Effective January 1, 2003, the Trustee and Record-keeper for the Plan was
changed by the Plan Sponsor to Smith Barney Corporate Trust Company and Citi
Street Associates, LLC, respectively.
2. Contributions and Related Party Transactions
--------------------------------------------
Each participant may make a pretax contribution deferring not less than 1%
or more than 100% of eligible compensation (as defined in the Plan
agreement), subject to Internal Revenue Service (IRS) regulations. The
Company contributed to the Plan an amount equal to 100% of the first 3% of
eligible compensation contributed by the participants and 50% of the next 4%
of eligible compensation contributed by the participants. Additionally, the
Plan provides for discretionary matching contributions of up to 5% of
eligible compensation contributed by a participant. The Plan also provides
for discretionary profit sharing contributions.
(Continued)
6
Comcast-Spectacor 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2003 and 2002
NOTE A - DESCRIPTION OF THE PLAN - Continued
3. Participant Accounts
--------------------
Each participant's account is credited with the participant's elective
deferral contribution, an allocation of the Company's contribution, if any,
and Plan earnings, net of expenses. Allocations of Company matching
contributions are based on participant elective deferrals to the Plan.
Allocations of profit sharing contributions are in proportion to total
compensation. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
4. Vesting
-------
Participants are immediately vested in their elective deferral contributions
plus actual earnings thereon. Vesting in the remainder of their accounts is
based on years of service. A participant is 100% vested after five years of
credited service. Vesting can be accelerated under certain other conditions
defined in the Plan. All forfeited amounts may be applied to plan expenses
including legal, consulting, education materials, etc. or to reduce Company
contributions.
In the event of whole or partial termination of the Plan, there will be full
and immediate vesting of each affected employee's account balance.
5. Payment of Benefits
-------------------
All benefits under the Plan are paid as lump-sum distributions. Beginning on
July 1, 2000, distributions of Comcast Corporation stock can be taken in the
form of stock. In-kind distributions are not specifically provided for under
the Plan.
6. Loans to Participants
---------------------
Smith Barney Corporate Trust Company (the Trustee) may make loans from the
Plan to participants in accordance with the Plan document. All loans to
participants are considered investments of the trust fund and bear market
rates of interest. All loans are to be repaid within five years unless the
loan is used to acquire a principal residence, in which case the term may be
longer.
7. Income Tax Status
-----------------
The IRS issued a determination letter to the Plan, dated April 29, 2003,
stating that the Plan was qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, is exempt from federal income tax
under Section 501(a) of the Code. The Plan has been amended since receiving
the determination letter. However, the Plan Administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Code.
7
Comcast-Spectacor 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2003 and 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Valuation of Investments and Income Recognition
-----------------------------------------------
Plan assets are stated at fair value. The fair value of money market and
mutual funds is determined by quoted market price. The change in fair value
of assets during the year is measured by the difference between the fair
value at year-end and the fair value at the beginning of the year or costs
of purchases during the year and is reflected in the statement of changes in
net assets available for benefits as net appreciation in fair value of
investments.
Participant loans are stated at their outstanding balances.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
2. Use of Estimates
----------------
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of additions and
deductions during the reporting period. Actual results could differ from
those estimates.
NOTE C - INVESTMENTS
The fair market value of investments held by the Plan representing 5% or
more of the Plan's assets are identified below.
FAIR VALUE OF INVESTMENTS
December 31,
2003 2002
------------- -------------
Investments at fair value
BlackRock Balanced Class A $ -- $1,605,091
BlackRock Index Equity Class A -- 567,768
BlackRock Large Value Class A -- 766,716
BlackRock Small Value Class A -- 831,786
Janus Adviser Growth & Income -- 976,812
Janus Adviser Worldwide -- 579,252
Fidelity Advisor Growth Opportunities Fund -- 554,941
Comcast Common Stock 3,443,585 1,709,681
BlackRock Money Market -- 776,930
BlackRock Managed Income Class A -- 704,933
Smith Barney Money Market-Government Portfolio 1,445,111 --
EuroPacific Growth Fund-F Share 1,000,756 --
Washington Mutual Investors Fund-F Share 2,142,975 --
Growth Fund of America-F Share 2,107,787 --
Baron Growth Fund 873,951 --
Janus Balanced Fund 1,214,204 --
Strong Government Securities Fund 1,016,613 --
Royce Total Return Fund 1,061,822 --
(Continued)
8
Comcast-Spectacor 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2003 and 2002
NOTE C - INVESTMENTS - Continued
During 2003, the Plan's investments appreciated in value as follows:
NET CHANGE IN FAIR VALUE
Year ended
December 31,
2003
-----------
Common Stock $ 620,220
Mutual Funds 1,605,475
-----------
$ 2,225,695
===========
NOTE D - TRUST AGREEMENT
Comcast-Spectacor, L.P., as Plan Sponsor, entered into a trust agreement
with Smith Barney Corporate Trust Company (Trustee), a party-in-interest.
Under the terms of this agreement, the Trustee will hold, invest and
reinvest the funds. Comcast-Spectacor, L.P. has no right, title or interest
in or to the trust fund maintained under this agreement.
NOTE E - PLAN TERMINATION
Although it has not expressed any intent to do so, each entity that
constitutes the Company has the right under the Plan to discontinue its
contributions and to terminate the Plan, with the respect to its employees.
Additionally, Comcast-Spectacor, L.P. has the right to terminate the Plan.
In the event of Plan termination, participants will become 100% vested in
their accounts.
NOTE F - RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
December 31,
2003 2002
------------- -------------
Net assets available for benefits per the financial statements $ 16,322,173 $ 11,306,469
Less contribution receivable (1) - 212,865
----------- -----------
Assets available for benefits per Form 5500 $ 16,322,173 $ 11,093,604
============ ============
(1) Amount represents the difference between amount accrued for contribution
receivable per Form 5500 and the financial statements. Form 5500 does not
accrue for a contribution receivable through December 31, 2002. The
financial statement accrued a contribution receivable through December 31,
2002 due to the change in plan administrator that occurred at year-end.
Participant deferrals, loan repayments and employer matches were held in
the trust at year-end and not allocated to participant accounts until
January 2003 by the new plan administrator.
(Continued)
9
Comcast-Spectacor 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONCLUDED
December 31, 2003 and 2002
NOTE F - RECONCILIATION TO FORM 5500 - Continued
The following is a reconciliation of contributions made to the Plan per the
financial statements to Form 5500:
Year ended
December 31,
2003
-----------
Contributions made to the Plan per the financial statements $ 3,379,344
Contribution receivable at December 31, 2002 212,865
-----------
Contributions made to the Plan per Form 5500 $ 3,592,209
============
10
Comcast-Spectacor 401(k) Plan
EIN 23-2303756
Plan No. 004
SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2003
(c) Description of investment,
b) Identity of including maturity date, (d) Fair
issue, borrower, rate of interest, par or current
(a) lessor or similar party or maturity value value
------- ----------------------------------------- ----------------------------- -------------
* Salomon Smith Barney
participant loans receivable Participant Loans $ 284,370
EuroPacific Growth Fund - F Share Mutual fund 1,000,756
Washington Mutual Investors Fund - F Share Mutual fund 2,142,975
The Growth Fund of America - F Share Mutual fund 2,107,787
* Comcast Common Stock Common Stock 3,443,585
Baron Growth Fund Mutual fund 873,951
Cohen and Steers Realty Shares Mutual fund 217,606
Dreyfus Appreciation Fund Mutual fund 100,274
Dreyfus US Treasury Long Term Fund Mutual fund 224,758
Dreyfus Premier Emerging Markets Fund Mutual fund 593,469
ING GNMA Income Fund Mutual fund 229,849
Janus Balanced Fund Mutual fund 1,214,204
Strong Government Securities Fund Mutual fund 1,016,613
Royce Total Return Fund Mutual fund 1,061,822
Smith Barney Money Market - Government Portfolio Mutual fund 1,445,111
T Rowe Price International Bond Advisor Mutual fund 128,256
Navellier Mid Cap Growth Mutual fund 236,778
Credit Suisse Global Fixed Income Fund Mutual fund 9
---------------
$ 16,322,173
===============
*Party-in-interest
11
Consent of Independent Registered Public Accounting Firm
--------------------------------------------------------
We have issued our report dated June 11, 2004, accompanying the
financial statements and supplemental schedule of Comcast-Spectacor 401(k) Plan
on Form 11-K for the year ended December 31, 2003. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
Comcast Corporation on Form S-8 (File No. 333-101295, effective 11/19/02).
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 28, 2004
12
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.
COMCAST-SPECTACOR
401(k) PLAN
By: Comcast Corporation
June 28, 2004 By: /s/ Lawrence J. Salva
---------------------
Lawrence J. Salva
Senior Vice President and
Controller
13