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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, 2004
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
the principal executive offices:
|
|
Comcast
Corporation
|
|
|
1500
Market Street
|
|
|
Philadelphia,
PA 19102-2148
|
|
Financial
Statements and Reports of Independent Registered Public Accounting
Firms
Comcast-Spectacor
401(k) Plan
December
31, 2004 and 2003
TABLE
OF
CONTENTS
|
Page
|
|||
|
REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS:
|
|||
|
FINANCIAL
STATEMENTS:
|
|||
|
SUPPLEMENTAL
SCHEDULE:
|
|||
|
CONSENTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS:
|
|||
Plan
Administrator
Comcast-Spectacor
401(k) Plan
Philadelphia,
Pennsylvania
We
have audited
the accompanying statement of net assets available for benefits of the
Comcast-Spectacor 401(k) Plan (the “Plan”) as of December 31, 2004, and the
related statement of changes in net assets available for benefits for the year
then ended. 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 audit.
We
conducted our
audit in accordance with the 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, and evaluating the overall financial
statement presentation. We believe 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,
2004, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our
audit was
conducted for the purpose of forming an opinion on the Plan’s basic financial
statements taken as a whole. The supplemental schedule of assets (held at end
of
year) as of December 31, 2004 (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. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 2004
financial statements and, in our opinion, is fairly stated in all material
respects, in relation to the basic financial statements taken as a
whole.
/s/
Mitchell
& Titus, LLP
Philadelphia,
PA
June
24,
2005
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, the related statement
of
changes in net assets available for benefits for the year ended 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 presents fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31,
2003, 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
|
|
|
|
|
|
|
||
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
|||||||
|
|
|
|
|
|
|
||
|
December
31,
|
|||||||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
2004
|
|
2003
|
|||
|
ASSETS
|
|||||||
|
Investments
at fair value
|
$
|
19,887,520
|
$
|
16,037,803
|
|||
|
Participant
loans
|
373,292
|
284,370
|
|||||
|
NET
ASSETS
AVAILABLE FOR BENEFITS
|
$
|
20,260,812
|
$
|
16,322,173
|
|||
|
|
|
|
|
|
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
|
||||
|
|
|
|
|
|
|
Year
ended
December 31,
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
||
|
Additions
to net assets attributed to:
|
||||
|
Investment
income
|
||||
|
Net
appreciation in fair value of investments
|
$
|
1,383,793
|
||
|
Dividends
and interest
|
381,125
|
|||
|
1,764,918
|
||||
|
Contributions
|
||||
|
Participants
|
2,431,331
|
|||
|
Employer
|
1,459,849
|
|||
|
Rollover
|
268,263
|
|||
|
4,159,443
|
||||
|
Total
additions
|
5,924,361
|
|||
|
Deductions
from net assets attributed to:
|
||||
|
Benefits
paid to participants
|
815,799
|
|||
|
Rollovers
to affiliated entity plan (Note A)
|
1,109,142
|
|||
|
Administrative
expenses
|
60,781
|
|||
|
Total
deductions
|
1,985,722
|
|||
|
NET
INCREASE
|
3,938,639
|
|||
|
Net
assets
available for benefits:
|
||||
|
Beginning
of year
|
16,322,173
|
|||
|
End
of
year
|
$
|
20,260,812
|
||
6
NOTES
TO FINANCIAL STATEMENTS
December
31, 2004 and 2003
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 document, who have completed one year
of eligibility service (as defined in the Plan document) 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”:
|
· Comcast-Spectacor
Limited Partnership (Plan Sponsor)
· Comcast-Spectacor
Limited Partnership Baysox Club, LLC
· Comcast-Spectacor
Limited Partnership Keys Club, LLC
· Comcast-Spectacor
Limited Partnership Shorebirds Club, LLC
· Spectrum
Arena Limited Partnership
· Philadelphia
Flyers Limited Partnership
· Philadelphia
76ers Limited Partnership
· Philadelphia
Phantoms Limited Partnership
· Comcast
Spectacor Foundation
· Flyers
Skate Zone Limited Partnership
· Global
Spectrum Limited Partnership
· Spectacor,
Inc.
· Patron
Solutions Limited Liability Partnership
· FPS
Rinks
Limited Partnership
|
The
Trustee and Record-keeper for the Plan is Smith Barney Corporate
Trust
Company and CitiStreet 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 document),
subject to Internal Revenue Service (IRS) regulations. Through December
31, 2004, the Company contributes 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 (see Note F). The Plan also provides for discretionary
profit
sharing contributions.
|
On
June
30 and July 1, 2004, certain participant accounts of the Plan were transferred
into the Comcast Corporation Retirement-Investment Plan. The transfer is
included in the accompanying statement of changes in net assets available for
benefits in "Rollovers to affiliated entity plan" and approximated $1.1
million.
(Continued)
Comcast-Spectacor
401(k) Plan
NOTES
TO FINANCIAL STATEMENTS - CONTINUED
December
31, 2004 and 2003
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 (see Note F). Additionally, vesting can be accelerated
under certain other conditions defined in the Plan document. 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. 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.
Therefore, no provision for income taxes has been included in the
Plan’s
financial statements.
|
(Continued)
Comcast-Spectacor
401(k) Plan
NOTES
TO FINANCIAL STATEMENTS - CONTINUED
December
31, 2004 and 2003
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 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, which approximates
fair
value.
|
|
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,
|
|
||||||
|
|
|
2004
|
|
2003
|
|||
|
Investments
at fair value
|
|||||||
|
Comcast
Common Stock
|
$
|
3,390,945
|
$
|
3,443,585
|
|||
|
Smith
Barney Money Market - Government Portfolio
|
1,181,773
|
1,445,111
|
|||||
|
EuroPacific
Growth Fund - F Share
|
1,495,189
|
1,000,756
|
|||||
|
Washington
Mutual Investors Fund - F Share
|
3,154,137
|
2,142,975
|
|||||
|
The
Growth Fund of America - F Share
|
3,139,443
|
2,107,787
|
|||||
|
Baron
Growth Fund
|
1,048,055
|
873,951
|
|||||
|
Janus
Balanced Fund
|
1,359,815
|
1,214,204
|
|||||
|
Strong
Government Securities Fund
|
1,386,667
|
1,016,613
|
|||||
|
Royce
Total Return Fund
|
1,400,938
|
1,061,822
|
|||||
(Continued)
Comcast-Spectacor
401(k) Plan
NOTES
TO FINANCIAL STATEMENTS - CONCLUDED
December
31, 2004 and 2003
NOTE
C -
INVESTMENTS - Continued
|
During
2004, the Plan’s investments appreciated in value as
follows:
|
NET
CHANGE IN FAIR VALUE
|
Year
ended
|
|
|||
|
|
|
December
31,
|
|
|
|
|
|
2004
|
||
|
Common
Stock
|
$
|
34,775
|
||
|
Mutual
Funds
|
1,349,018
|
|||
|
|
$
|
1,383,793
|
||
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 -
PLAN AMENDMENTS
On
January 1, 2005, the Plan was amended to revise the Company matching
contribution formula to provide a non-discretionary safe-harbor matching
contribution on behalf of each participant who has made salary deferrals in
the
Plan year. This contribution is calculated as an amount equal to 100% of the
first 4% and 50% of the next 2% of the participant’s compensation that has been
contributed as a salary deferral for the Plan year. This safe-harbor matching
contribution shall be determined on an annual basis and shall be adjusted to
the
extent necessary after the end of each Plan year. Additionally, a participant
shall have a fully (100%) vested and nonforfeitable interest in Company matching
contributions for Plan years beginning on or after January 1, 2005. Matching
contributions attributable to periods prior to January 1, 2005 will continue
to
vest according to their original arrangement.
|
EIN
23-2303756
|
|||||
|
Plan
No.
004
|
|||||
|
SCHEDULE
H - LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
|
|||||
|
December
31, 2004
|
|||||
|
(c)
Description of investment
|
|
|||||
|
|
|
(b)
Identity of issue,
|
|
including
maturity date,
|
|
|
|
|
|
borrower,
lessor,
|
|
rate
of
interest, collateral,
|
|
|
|
(a)
|
|
or
similar
party
|
|
par,
or
maturity value
|
(e)
Current value
|
|
|
*
|
Smith
Barney
|
|||||
|
participant
loans receivable
|
Interest
rates from 5.75%-10.50%;
|
$
|
373,292
|
|||
|
maturities
from 2005-2034
|
||||||
|
EuroPacific
Growth Fund - F Share
|
Mutual
fund
|
1,495,189
|
||||
|
Washington
Mutual Investors Fund - F Share
|
Mutual
fund
|
3,154,137
|
||||
|
The
Growth
Fund of America - F Share
|
Mutual
fund
|
3,139,443
|
||||
|
*
|
Comcast
Common Stock
|
Common
Stock
|
3,390,945
|
|||
|
Baron
Growth Fund
|
Mutual
fund
|
1,048,055
|
||||
|
Cohen
and
Steers Realty Shares
|
Mutual
fund
|
353,876
|
||||
|
Dreyfus
Appreciation Fund
|
Mutual
fund
|
147,457
|
||||
|
Dreyfus
US
Treasury Long Term Fund
|
Mutual
fund
|
317,245
|
||||
|
Dreyfus
Premier Emerging Markets Fund
|
Mutual
fund
|
767,510
|
||||
|
ING
GNMA
Income Fund
|
Mutual
fund
|
252,038
|
||||
|
Janus
Balanced Fund
|
Mutual
fund
|
1,359,815
|
||||
|
Strong
Government Securities Fund
|
Mutual
fund
|
1,386,667
|
||||
|
Royce
Total Return Fund
|
Mutual
fund
|
1,400,938
|
||||
|
*
|
Smith
Barney Money Market - Government Portfolio
|
Mutual
fund
|
1,181,773
|
|||
|
T
Rowe
Price International Bond Advisor
|
Mutual
fund
|
148,425
|
||||
|
Navellier
Mid Cap Growth
|
Mutual
fund
|
344,007
|
||||
|
$
|
20,260,812
|
|||||
|
*
Represents a party-in-interest to the Plan.
|
We
consent to the incorporation by reference in the Registration Statement No.
333-101295 of Comcast Corporation on Form S-8 of our report dated June 24,
2005,
relating to the statement
of net assets available for benefits as of December 31, 2004, the related
statement of changes in net assets available for benefits for the year then
ended and the related supplemental information of Schedule H - Line 4i -
schedule of assets (held at end of year) as of December 31, 2004, which
report appears in the December
31, 2004 Annual
Report on Form 11-K of the
Comcast-Spectacor
401(k) Plan.
/s/
Mitchell & Titus, LLP
Philadelphia,
PA
June
24, 2005
We
have issued our report dated June 11, 2004, accompanying the financial
statements 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
27, 2005
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
29, 2005
|
By:
|
/s/
Lawrence J. Salva
|
|
|
Lawrence
J. Salva
|
|||
|
Senior
Vice President, Chief Accounting
|
|||
|
Officer
and Controller
|
|||
14