UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS

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, 2010.

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     

Commission file number 001-32871

 

 

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

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

One Comcast Center

Philadelphia, PA 19103-2838

 

 

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

Financial Statements as of

December 31, 2010 and 2009 and for

the Year Ended December 31, 2010;

Supplemental Schedule as of December 31, 2010;

and Report of Independent Registered Public

Accounting Firm

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

TABLE OF CONTENTS

 

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010			3
Notes to Financial Statements as of December 31, 2010 and 2009 and for the Year Ended December  31, 2010			4-10
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H—Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2010			11-16
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
SIGNATURE			18

NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator

Comcast Corporation Retirement-Investment Plan

Philadelphia, Pennsylvania

We have audited the accompanying statements of net assets available for benefits of the Comcast Corporation Retirement-Investment Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. 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 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at year end) as of December 31, 2010 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 schedule is the responsibility of the Plan’s management. The schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 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 28, 2011

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2010 AND 2009

(Thousands of Dollars)

 

 

		December 31,
		2010				2009
ASSETS:
Cash		$	52			$	69
Participant-directed investments, at fair value			3,160,160				2,670,145
Receivables:
Notes receivable from participants			107,933				96,048
Contributions receivable from participants			9,529				8,666
Contributions receivable from employer			8,600				10,320
			126,062				115,034
ASSETS AVAILABLE FOR BENEFITS			3,286,274				2,785,248
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(13,880	)			(4,235	)
NET ASSETS AVAILABLE FOR BENEFITS		$	3,272,394			$	2,781,013

See notes to financial statements.

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2010

(Thousands of Dollars)

 

 

		Year Ended December 31, 2010
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments		$	306,346
Dividends			34,264
Interest			12,521
Net investment income			353,131
Contributions:
Participant			227,322
Employer			147,884
Rollover			15,356
Total contributions			390,562
Interest income on notes receivable from participants			5,576
Total additions			749,269
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants			255,419
Administrative expenses			2,469
Total deductions			257,888
Net increase			491,381
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			2,781,013
End of year		$	3,272,394

See notes to financial statements.

 

3

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010 and 2009

 

 

1.	PLAN DESCRIPTION

General

The following description of the Comcast Corporation Retirement-Investment Plan (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, Comcast Corporation (“Comcast”, the “Company” or the “Plan Administrator”).

The Plan is a defined contribution plan qualified under Internal Revenue Code (the “Code”) Sections 401(a), 401(k) 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 become eligible to participate in the Plan in the first month after completion of three months of service and shall be automatically enrolled in the Plan at a contribution rate equal to two percent of eligible compensation on a pre-tax basis unless they opt out of participation. Automatically-enrolled participants may thereafter increase or decrease their contribution. The maximum amount of eligible compensation that may be deferred is 50%, subject to certain limits imposed by the Code. Effective January 1, 2010, the Company matches 100% of the participant’s contribution up to 4.5% of the participant’s eligible compensation for such payroll period. Rollover contributions represent participant assets transferred to the Plan from other qualified retirement plans.

Each participant has at all times a 100% nonforfeitable interest in the participant’s contributions and earnings attributable thereto. Company matching contributions for Plan years beginning after December 31, 2000 are fully and immediately vested. Company matching contributions for Plan years ended on or prior to December 31, 2000 vested according to years of service.

Each participant has the right, in accordance with the provisions of the Plan, to direct the investment by the Trustee of the Plan of all amounts allocated to the separate accounts of the participant under the Plan among any one or more of the investment fund options. The Trustee pays benefits and expenses upon the written direction of the Plan Administrator. Effective January 1, 2010 the participants in the Plan were assessed a $19 per year administrative fee per account.

Amounts contributed by the Company which are forfeited by participants as a result of the participants’ separation from service prior to becoming 100% vested shall 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. Forfeitures used for the year ended December 31, 2010 amounted to $92,780. Outstanding forfeitures not yet applied against Company contributions at December 31, 2010 and 2009 were $4,671 and $46,862, respectively.

Any participant who has a separation from service for any reason 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, annual or quarterly installments, a rollover into another qualified plan, or any combination of the foregoing.

Trustee

Fidelity Management Trust Company is the appointed Trustee of the Plan.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Plan are presented using the accrual basis of accounting. The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s common stock is valued at the closing price reported on the NASDAQ Global Select Market on the last business day of the Plan year. Money market funds are stated at amortized cost, which approximates fair value. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. The stable value fund is stated at fair value and then adjusted to contract value as described below. Fair value

 

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of the stable value fund is the net asset value of its underlying investments and contract value is principal plus accrued interest. Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.

Investment contracts, such as those included in the Comcast Stable Value Fund, are required to be reported at fair value. However, contract value is the relevant measure of fully benefit-responsive investment contracts since that is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by accounting principles generally accepted in the United States (“U.S. GAAP”), the Statements of Net Assets Available for Benefits present investments at fair value as well as an additional line item showing the adjustment of fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is presented on a contract value basis.

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. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Benefits are recorded when paid.

Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures, which amends ASC 820, Fair Value Measurements and Disclosures, adding new disclosure requirements for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU No. 2010-06 is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The Plan prospectively adopted the new guidance in 2010, except for the Level 3 reconciliation disclosures, which are required in 2011. The adoption in 2010 did not affect, and the future adoption is not expected to affect, the Plan’s financial statements.

In September 2010, the FASB issued ASU No. 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans. The ASU requires that participant loans be classified as notes receivable rather than a plan investment and measured at unpaid principal balance plus accrued but unpaid interest rather than fair value. The Plan retrospectively adopted the new accounting in 2010. The adoption did not have a material effect on the Plan’s financial statements. As a result, the Statement of Net Assets Available for Benefits at December 31, 2009 was not restated; however, we removed the participant loans from the ASC 820 Fair Value Measurements tabular footnote disclosure for the year ended December 31, 2009 to be consistent with the current year presentation.

 

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3.	INVESTMENTS

The fair market value of investments held by the Plan representing 5% or more of the Plan’s assets are identified below (in thousands).

 

		December 31,
		2010				2009
Mutual Funds
Dodge and Cox Balanced Fund		$	191,340			$	169,295
Fidelity Diversified International Fund			197,102				180,598
Fidelity Spartan 500 Index Advantage Fund			167,700				146,341
Pimco Total Return Institutional Fund			174,573
Separate account
T. Rowe Price Blue Chip Growth Fund			213,652				184,759
Comcast Corporation Stock
Class A Common Stock			220,774				167,894
Comcast Stable Value Fund
State Street Bank and Trust Company Boston							142,309
JP Morgan Chase			195,336				192,684
Natixis							142,299

During 2010, the Plan’s investments, including investments purchased and sold, as well as held during the year, appreciated (depreciated) in fair value as follows (in thousands):

 

Common stock
Comcast Class A		$	51,669
Comcast Class A Special			8,245
Total common stock			59,914
Mutual funds
Domestic stock funds			90,418
International stock funds			19,373
Balanced funds			16,563
Fixed income funds			(576	)
Total mutual funds			125,778
Separate account			30,266
Common collective trusts			90,388
		$	306,346

As described in Note 2, included in the Comcast Stable Value Fund are fully benefit-responsive investment contracts, which are carried at contract value. The rate at which interest is credited to the Plan is that determined under the contract, consistent with reflecting participant balances at contract value as opposed to the market value of the underlying assets. Interest rates are reset quarterly by the issuers of the investment contracts.

The average yield of investment contracts held as of December 31, 2010 and 2009 was 2.30% and 2.42%, respectively. When adjusted to reflect the actual interest credited to the Plan, the average yield of investment contracts held as of both December 31, 2010 and 2009 was 2.12%.

The following table summarizes the adjustments from fair value to contract value related to the fully benefit-responsive investment contracts included in the Comcast Stable Value Fund:

 

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		2010 Credit Rating		2010				2009
State Street Bank and Trust Company Boston		AA-		$	(3,470	)		$	(1,059	)
JP Morgan Chase		AA-			(4,705	)			(1,059	)
Natixis		A+			(3,470	)			(1,059	)
AIG Financial Products Corp		A-			(2,235	)			(1,058	)
				$	(13,880	)		$	(4,235	)

There are certain events, such as the Plan’s failure to qualify under Section 401(a) or 401(k) of the Code, which can limit the fund’s ability to transact at contract value. At this time, the occurrence of any such limiting event is not probable.

A contract issuer may terminate a contract at any time. Settlement upon termination will be at contract value unless the terms of the contract were not met or the Trustee’s authority over the Plan is limited or terminated.

 

4.	FAIR VALUE MEASUREMENTS

ASC 820 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The levels of the hierarchy are described below:

 

Level 1		Consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market.
Level 2		Consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable either directly or indirectly and include:

 

•

Quoted prices for similar assets or liabilities in active markets;

 

•

Quoted prices for identical or similar assets or liabilities in markets that are not active;

 

•

Pricing models whose inputs are observable for substantially the full term of the financial instrument;

 

•

Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.

 

Level 3		Consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The valuation methodologies used for assets measured at fair value are as follows:

Mutual funds, separate account and common collective trusts: Valued at the net asset value of shares held by the Plan at year end.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contracts: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

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The table below sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010 and 2009.

 

Assets at Fair Value as of December 31, 2010 (in thousands)
		Level 1				Level 2				Level 3				Total
Common stock
Comcast Class A		$	220,774											$	220,774
Comcast Class A Special			34,812												34,812
Total common stock			255,586												255,586
Mutual Funds
Domestic stock funds			659,073												659,073
International stock funds			308,284												308,284
Balanced funds			191,340												191,340
Money market funds			5												5
Fixed income funds			174,573												174,573
Total mutual funds			1,333,275												1,333,275
Separate account						$	213,652								213,652
Common collective trusts							757,332								757,332
Comcast Stable Value Fund
Short term investments			24,348												24,348
Guaranteed investment contracts							575,967								575,967
Total Comcast Stable Value Fund			24,348				575,967								600,315
Total investments at fair value		$	1,613,209			$	1,546,951			$				$	3,160,160

 

Assets at Fair Value as of December 31, 2009 (in thousands)
		Level 1				Level 2				Level 3				Total
Common stock
Comcast Class A		$	167,894											$	167,894
Comcast Class A Special			29,759												29,759
Total common stock			197,653												197,653
Mutual Funds
Domestic stock funds			525,329												525,329
International stock funds			279,602												279,602
Balanced funds			169,295												169,295
Money market funds			5												5
Fixed income funds			137,314												137,314
Total mutual funds			1,111,545												1,111,545
Separate account						$	184,759								184,759
Common collective trusts							584,266								584,266
Comcast Stable Value Fund
Short term investments			22,705												22,705
Guaranteed investment contracts							569,217								569,217
Total Comcast Stable Value Fund			22,705				569,217								591,922
Total investments at fair value		$	1,331,903			$	1,338,242			$				$	2,670,145

 

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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 the rate of prime plus 1% as of the month the loan application is approved. Principal and interest are paid through payroll deductions or participant initiated payments. Interest rates ranged from 4.25% to 10.5% for the year ended December 31, 2010. Maturities on active outstanding loans ranged from 2011 to 2038 for the year ended December 31, 2010. Loan transactions are treated as a transfer between the investment fund and notes receivable from participants.

Effective after a calendar quarter of non-repayment, a loan is considered to be in default. Defaulted loans are treated as distributions for tax purposes and become taxable income to the participant in 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 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.

 

6.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

A reconciliation of net assets available for benefits per the financial statements to the total net assets per the Form 5500 as of December 31, 2010 and the increase in net assets available for benefits per the financial statements to the net income per the Form 5500 for the year ended December 31, 2010 is as follows (in thousands):

 

		December 31, 2010
Net assets available for benefits per the financial statements		$	3,272,394
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			13,880
Total net assets per the Form 5500		$	3,286,274
		Year Ended
		December 31, 2010
Increase in net assets available for benefits per the financial statements		$	491,381
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			13,880
Net income per Form 5500		$	505,261

 

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7.	ADMINISTRATION OF THE PLAN

The Company, as Plan Administrator, has the authority to control and manage the operation and administration of the Plan and may delegate all or a portion of the responsibilities of controlling and managing the operation and administration of the Plan to one or more persons.

 

8.	PLAN TERMINATION

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.

 

9.	FEDERAL TAX CONSIDERATIONS

 

a.

Income Tax Status of the Plan—On May 8, 2009, the Plan received an updated determination letter from the IRS stating that the Plan, as amended and restated December 12, 2007, is qualified and that the trust established under the Plan is tax-exempt. 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.

 

c.

Evaluation of Tax Position—In accordance with Accounting Standards Codification (ASC) 740-10-50-15 c – e, the Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2007.

 

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

SCHEDULE H – PART IV, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2010

 

FEIN #27-0000798

PLAN #001

 

(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Mutual Funds (at fair value)
		Dodge and Cox Balanced Fund			2,724,862 units				191,340
*		Fidelity Diversified International Fund			6,537,366 units				197,102
*		Fidelity Growth Company			1,380,677 units				114,803
*		Fidelity Ret Govt MM			5,416 units				5
*		Fidelity Small Cap Stock Fund			7,747,291 units				151,847
		Pimco Total Return Institutional Fund			16,089,640 units				174,573
*		Fidelity Spartan International Index Fund			1,302,723 units				45,817
*		Fidelity Spartan 500 Index Advantage Fund			3,700,234 units				167,700
		Templeton World Fund, Class A			4,404,660 units				65,365
		Vanguard Small Cap Index Fund			1,826,777 units				63,517
		Vanguard Total Stock Market Index Fund			1,494,354 units				47,177
		Vanguard Windsor II Fund			2,502,821 units				114,029
									1,333,275
		Separate Account (at fair value)
		T. Rowe Price Blue Chip Growth Fund (separate account)
		Corporate common stock (B28XP76)			66,600 shares				1,602
		Corporate common stock (B4BNMY3)			36,800 shares				1,784
		Corporate common stock (009158106)			9,100 shares				828
		Corporate common stock (00971T101)			11,100 shares				522
		Corporate common stock (018490102)			29,400 shares				2,019
		Corporate common stock (021441100)			23,600 shares				840
		Corporate common stock (023135106)			56,100 shares				10,098
		Corporate common stock (025816109)			63,900 shares				2,743
		Corporate common stock (029912201)			65,700 shares				3,393
		Corporate common stock (03076C106)			26,100 shares				1,502
		Corporate common stock (031162100)			700 shares				38
		Corporate common stock (037833100)			46,000 shares				14,838
		Corporate common stock (052769106)			12,700 shares				485
		Corporate common stock (053015103)			1,800 shares				83
		Corporate common stock (056752108)			30,000 shares				2,896
		Corporate common stock (064058100)			1,800 shares				54
		Corporate common stock (075896100)			34,500 shares				1,696
		Corporate common stock (09247X101)			1,000 shares				191
		Corporate common stock (111320107)			59,800 shares				2,604
		Corporate common stock (12572Q105)			300 shares				97
		Corporate common stock (126408103)			4,000 shares				258
		Corporate common stock (13342B105)			36,800 shares				1,867
		Corporate common stock (14149Y108)			14,200 shares				544
		Corporate common stock (143130102)			11,700 shares				373
		Corporate common stock (143658300)			59,000 shares				2,720
		Corporate common stock (151020104)			47,300 shares				2,797

 

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(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Corporate common stock (156782104)			2,400 shares				227
		Corporate common stock (189754104)			36,800 shares				2,035
		Corporate common stock (191216100)			900 shares				59
		Corporate common stock (20605P101)			5,700 shares				500
		Corporate common stock (219350105)			55,300 shares				1,068
		Corporate common stock (22160K105)			4,000 shares				289
		Corporate common stock (231021106)			2,900 shares				319
		Corporate common stock (235851102)			154,000 shares				7,264
		Corporate common stock (244199105)			9,400 shares				781
		Corporate common stock (254687106)			70,100 shares				2,629
		Corporate common stock (25470F302)			49,100 shares				1,801
		Corporate common stock (256746108)			4,000 shares				224
		Corporate common stock (2594653 )			74,600 shares				1,384
		Corporate common stock (268648102)			69,700 shares				1,596
		Corporate common stock (26875P101)			16,000 shares				1,463
		Corporate common stock (278058102)			3,400 shares				345
		Corporate common stock (278642103)			42,000 shares				1,169
		Corporate common stock (28176E108)			4,600 shares				372
		Corporate common stock (291011104)			44,300 shares				2,533
		Corporate common stock (302130109)			40,500 shares				2,211
		Corporate common stock (302182100)			77,500 shares				4,189
		Corporate common stock (30231G102)			900 shares				66
		Corporate common stock (30249U101)			21,000 shares				1,867
		Corporate common stock (311900104)			38,300 shares				2,295
		Corporate common stock (31428X106)			20,900 shares				1,944
		Corporate common stock (337738108)			19,200 shares				1,124
		Corporate common stock (354613101)			40,400 shares				4,493
		Corporate common stock (35671D857)			10,500 shares				1,261
		Corporate common stock (37045V100)			18,200 shares				671
		Corporate common stock (38141G104)			9,600 shares				1,614
		Corporate common stock (38259P508)			18,300 shares				10,870
		Corporate common stock (384802104)			9,400 shares				1,298
		Corporate common stock (406216101)			18,200 shares				743
		Corporate common stock (428236103)			3,200 shares				135
		Corporate common stock (438516106)			15,400 shares				819
		Corporate common stock (452308109)			2,400 shares				128
		Corporate common stock (458140100)			200 shares				4
		Corporate common stock (45865V100)			16,000 shares				1,906
		Corporate common stock (459200101)			5,600 shares				822
		Corporate common stock (46120E602)			300 shares				77
		Corporate common stock (461202103)			11,600 shares				572
		Corporate common stock (46625H100)			64,200 shares				2,723
		Corporate common stock (478366107)			32,800 shares				1,253
		Corporate common stock (481165108)			2,900 shares				252
		Corporate common stock (48203R104)			91,800 shares				3,389
		Corporate common stock (500255104)			20,000 shares				1,087
		Corporate common stock (517834107)			35,000 shares				1,608
		Corporate common stock (53071M104)			89,200 shares				1,407
		Corporate common stock (53217V109)			1,700 shares				94
		Corporate common stock (548661107)			49,600 shares				1,244

 

12

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(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Corporate common stock (571903202)			79,157 shares				3,288
		Corporate common stock (57636Q104)			12,400 shares				2,779
		Corporate common stock (577081102)			20,200 shares				514
		Corporate common stock (580037109)			20,500 shares				424
		Corporate common stock (580135101)			25,000 shares				1,919
		Corporate common stock (58155Q103)			36,900 shares				2,597
		Corporate common stock (58405U102)			700 shares				43
		Corporate common stock (594918104)			900 shares				25
		Corporate common stock (61166W101)			3,600 shares				251
		Corporate common stock (61945A107)			23,100 shares				1,764
		Corporate common stock (629491101)			17,300 shares				519
		Corporate common stock (637071101)			2,600 shares				175
		Corporate common stock (64110D104)			10,000 shares				550
		Corporate common stock (654106103)			25,500 shares				2,178
		Corporate common stock (665859104)			18,400 shares				1,020
		Corporate common stock (67103H107)			28,500 shares				1,722
		Corporate common stock (674599105)			11,600 shares				1,138
		Corporate common stock (681919106)			29,400 shares				1,347
		Corporate common stock (693475105)			200 shares				12
		Corporate common stock (704549104)			29,000 shares				1,855
		Corporate common stock (713448108)			9,100 shares				595
		Corporate common stock (731572103)			8,100 shares				898
		Corporate common stock (74005P104)			43,700 shares				4,172
		Corporate common stock (740189105)			21,700 shares				3,021
		Corporate common stock (741503403)			4,900 shares				1,958
		Corporate common stock (742718109)			22,600 shares				1,454
		Corporate common stock (744320102)			9,500 shares				558
		Corporate common stock (747525103)			82,700 shares				4,093
		Corporate common stock (75281A109)			8,300 shares				373
		Corporate common stock (773903109)			21,200 shares				1,520
		Corporate common stock (776696106)			1,300 shares				99
		Corporate common stock (790849103)			9,100 shares				389
		Corporate common stock (79466L302)			1,500 shares				198
		Corporate common stock (806857108)			75,000 shares				6,263
		Corporate common stock (808513105)			23,700 shares				406
		Corporate common stock (824348106)			200 shares				17
		Corporate common stock (82481R106)			5,900 shares				427
		Corporate common stock (854502101)			8,400 shares				562
		Corporate common stock (855244109)			112,200 shares				3,605
		Corporate common stock (85590A401)			32,600 shares				1,981
		Corporate common stock (857477103)			14,600 shares				677
		Corporate common stock (863667101)			27,000 shares				1,450
		Corporate common stock (867224107)			25,500 shares				976
		Corporate common stock (87236Y108)			9,100 shares				173
		Corporate common stock (87612E106)			2,900 shares				174
		Corporate common stock (883556102)			1,400 shares				78
		Corporate common stock (88579Y101)			23,100 shares				1,994
		Corporate common stock (886547108)			900 shares				56
		Corporate common stock (887317303)			23,600 shares				759
		Corporate common stock (902973304)			53,500 shares				1,443

 

13

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(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Corporate common stock (903914109)			2,900 shares				139
		Corporate common stock (907818108)			26,300 shares				2,437
		Corporate common stock (913017109)			24,300 shares				1,913
		Corporate common stock (92532F100)			9,000 shares				315
		Corporate common stock (92826C839)			40,000 shares				2,815
		Corporate common stock (949746101)			48,900 shares				1,515
		Corporate common stock (959802109)			55,200 shares				1,025
		Corporate common stock (966837106)			700 shares				35
		Corporate common stock (983134107)			5,400 shares				561
		Corporate common stock (983919101)			60,200 shares				1,745
		Interest bearing cash (98765455B)			1,635,653 shares				1,636
		Receivables							482
		Benefit Claims Payable							(87	)
		Operating Payables							(206	)
		Other Liabilities							(258	)
									213,652
		Common Collective Trust (at fair value) – not Direct Filing Entity
		Thompson, Siegel and Walmsley SMID Cap Value
		Corporate common stock (B4XGY11 )			33,800 shares				1,170
		Corporate common stock (B4Y5TZ6)			27,700 shares				956
		Corporate common stock (007865108)			47,950 shares				1,181
		Corporate common stock (011659109)			7,100 shares				402
		Corporate common stock (018802108)			43,000 shares				1,581
		Corporate common stock (023436108)			17,500 shares				586
		Corporate common stock (04269Q100)			88,100 shares				988
		Corporate common stock (118440106)			18,700 shares				706
		Corporate common stock (12497T101)			18,500 shares				379
		Corporate common stock (125896100)			111,700 shares				2,078
		Corporate common stock (14161H108)			31,100 shares				550
		Corporate common stock (146229109)			30,700 shares				906
		Corporate common stock (15189T107)			133,700 shares				2,102
		Corporate common stock (156708109)			17,600 shares				1,086
		Corporate common stock (16115Q308)			16,700 shares				564
		Corporate common stock (171484108)			5,000 shares				217
		Corporate common stock (18538R103)			8,400 shares				658
		Corporate common stock (205826209)			17,700 shares				491
		Corporate common stock (2172372)			46,600 shares				1,334
		Corporate common stock (218868107)			44,200 shares				230
		Corporate common stock (228368106)			28,000 shares				935
		Corporate common stock (2339252)			2,900 shares				973
		Corporate common stock (243537107)			4,600 shares				367
		Corporate common stock (261608103)			22,100 shares				941
		Corporate common stock (2671932)			12,400 shares				996
		Corporate common stock (2728429)			15,200 shares				968
		Corporate common stock (2740542)			4,200 shares				370
		Corporate common stock (278768106)			32,600 shares				814
		Corporate common stock (29084Q100)			32,700 shares				948
		Corporate common stock (29100P102)			18,000 shares				1,163
		Corporate common stock (29264F205)			32,800 shares				1,171
		Corporate common stock (29275Y102)			17,300 shares				556

 

14

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(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Corporate common stock (297425100)			5,400 shares				370
		Corporate common stock (302941109)			21,300 shares				794
		Corporate common stock (36467W109)			52,100 shares				1,192
		Corporate common stock (378967103)			34,900 shares				111
		Corporate common stock (404132102)			58,600 shares				1,696
		Corporate common stock (405024100)			8,900 shares				562
		Corporate common stock (410867105)			22,800 shares				1,065
		Corporate common stock (451107106)			26,200 shares				969
		Corporate common stock (45256B101)			57,000 shares				1,146
		Corporate common stock (45867G101)			19,800 shares				824
		Corporate common stock (46626E205)			38,500 shares				1,115
		Corporate common stock (488360207)			72,000 shares				1,050
		Corporate common stock (52602E102)			32,500 shares				959
		Corporate common stock (55272X102)			225,200 shares				1,838
		Corporate common stock (564563104)			19,500 shares				806
		Corporate common stock (570535104)			2,600 shares				983
		Corporate common stock (584690309)			29,500 shares				790
		Corporate common stock (58502B106)			9,300 shares				626
		Corporate common stock (64107N206)			31,500 shares				386
		Corporate common stock (65473P105)			58,500 shares				1,031
		Corporate common stock (670837103)			40,500 shares				1,844
		Corporate common stock (675746309)			59,600 shares				569
		Corporate common stock (681904108)			21,900 shares				556
		Corporate common stock (68618W100)			47,600 shares				595
		Corporate common stock (68628V308)			40,400 shares				469
		Corporate common stock (688239201)			39,000 shares				1,374
		Corporate common stock (69329Y104)			58,100 shares				362
		Corporate common stock (723484101)			46,800 shares				1,940
		Corporate common stock (727493108)			15,000 shares				558
		Corporate common stock (73930R102)			73,100 shares				746
		Corporate common stock (74835Y101)			38,000 shares				560
		Corporate common stock (751028101)			24,800 shares				1,612
		Corporate common stock (754907103)			25,900 shares				1,360
		Corporate common stock (758766109)			81,500 shares				957
		Corporate common stock (76009N100)			24,800 shares				801
		Corporate common stock (81725T100)			15,700 shares				577
		Corporate common stock (83088M102)			14,300 shares				409
		Corporate common stock (864159108)			23,000 shares				352
		Corporate common stock (879101103)			62,900 shares				749
		Corporate common stock (879664100)			66,700 shares				452
		Corporate common stock (88164L100)			55,400 shares				1,227
		Corporate common stock (891906109)			67,400 shares				1,037
		Corporate common stock (89784N104)			26,600 shares				592
		Corporate common stock (901109108)			37,000 shares				792
		Corporate common stock (90333E108)			70,600 shares				425
		Corporate common stock (909214306)			22,600 shares				585
		Corporate common stock (911268100)			58,200 shares				384
		Corporate common stock (918866104)			23,500 shares				760
		Corporate common stock (91911K102)			26,800 shares				758
		Corporate common stock (92046N102)			32,800 shares				526

 

15

---

(a)		(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of  Interest, Collateral, Par, or Maturity Value				(e) Current Value
								($ in thousands)
		Corporate common stock (92275P307)			37,300 shares				688
		Corporate common stock (95709T100)			70,400 shares				1,771
		Corporate common stock (966387102)			4,900 shares				574
		Corporate common stock (968223206)			9,300 shares				421
		Corporate common stock (98233Q105)			8,400 shares				386
		Interest bearing cash (98765455B)			3,833,448 shares				3,833
		Receivables							915
		Benefit Claims Payable							(10	)
		Operating Payables							(260	)
		Other Liabilities							(1,056	)
									77,870
		Common collective trusts
		Vanguard Target Income			222,036 units				5,178
		Vanguard Target 2010			663,631 units				13,857
		Vanguard Target 2015			2,188,094 units				44,046
		Vanguard Target 2020			3,984,421 units				76,899
		Vanguard Target 2025			5,223,940 units				96,956
		Vanguard Target 2030			5,275,517 units				93,957
		Vanguard Target 2035			5,318,653 units				93,076
		Vanguard Target 2040			4,805,962 units				84,489
		Vanguard Target 2045			3,742,998 units				65,727
		Vanguard Target 2050			2,013,067 units				35,551
		Mellon Aggregate Bond Index Fund			363,899 units				69,726
									679,462
*		Comcast Corporation Stock (at fair value)
		Class A Common Stock			10,048,890 shares				220,774
		Class A Special Common Stock			1,672,854 shares				34,812
									255,586
		Comcast Stable Value Fund (at fair value)
		Fidelity Short Term Investment Fund; .21%			24,599,654 units				24,348
		Security-Backed Investment Contracts:
		Natixis; 2.38%			140,517,292 units				143,987
		JP Morgan Chase; 2.42%			190,630,632 units				195,336
		AIG Financial Products Corp; 2.49%			90,412,789 units				92,648
		State Street Bank and Trust Company Boston; 2.37%			140,526,208 units				143,996
									575,967
									600,315
		Notes receivable from participants (principal balance plus accrued but unpaid interest - interest rates from 4.25% to 10.5%; maturities from 2011 to 2038)							107,933
								$	3,268,093

 

*	Represents a party-in-interest to the Plan.

 

16

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 28, 2011, relating to the statements of net assets available for benefits as of December 31, 2010 and 2009, the related statement of changes in net assets available for benefits for the year ended December 31, 2010 and the related supplemental Schedule H - Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2010, which report appears in the December 31, 2010 Annual Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

June 28, 2011

 

17

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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.

 

		COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
		By:		Comcast Corporation
				Plan Administrator
June 28, 2011
		By:		/s/ Lawrence J. Salva
				Lawrence J. Salva
				Senior Vice President, Chief Accounting Officer and Controller

 

18