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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, 2011.

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, 2011 and 2010 and for

the Year Ended December 31, 2011;

Supplemental Schedule as of December 31, 2011;

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, 2011 and 2010			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2011			3
Notes to Financial Statements			4-9
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H—Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2011			10-15
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			16
SIGNATURE			17

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, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. 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, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 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, 2011 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 2011 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 26, 2012

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2011 AND 2010

(in thousands)

 

 

		December 31,
		2011				2010
ASSETS:
Cash		$	771			$	52
Participant-directed investments, at fair value			3,311,035				3,160,160
Receivables:
Notes receivable from participants			118,785				107,933
Contributions receivable from participants			10,367				9,529
Contributions receivable from employer			9,752				8,600
			138,904				126,062
ASSETS AVAILABLE FOR BENEFITS			3,450,710				3,286,274
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(20,665	)			(13,880	)
NET ASSETS AVAILABLE FOR BENEFITS		$	3,430,045			$	3,272,394

See accompanying 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, 2011

(in thousands)

 

 

		Year Ended December 31, 2011
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (loss):
Net appreciation (depreciation) in fair value of investments		$	(66,732	)
Dividends			37,246
Interest			11,895
Net investment income (loss)			(17,591	)
Contributions:
Participant			248,119
Employer			161,412
Rollover			18,466
Total contributions			427,997
Interest income on notes receivable from participants			4,858
Proceeds from litigation settlements			3,878
Total additions, net			419,142
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants			257,939
Administrative expenses			3,552
Total deductions			261,491
Net increase			157,651
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			3,272,394
End of year		$	3,430,045

See accompanying notes to financial statements.

 

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COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2011 and 2010

 

 

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. The Company matches 100% of the participant’s contribution up to 4.5% of the participant’s eligible compensation for such payroll period. The maximum Company matching contribution for a Plan year is $10,000 for any participant who is a Highly Compensated Employee and whose Annual Rate of Pay (as both terms are defined in the Plan) is more than $200,000. 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. The participants in the Plan are 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, 2011 amounted to $101,888. Outstanding forfeitures not yet applied against Company contributions at December 31, 2011 and 2010 were $1,417 and $4,671, 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 Class A and Class A Special common stock are valued at their respective 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 of the stable value fund is the net asset value of its underlying investments and

 

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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 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 a new disclosure requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis. This requirement is effective for fiscal years beginning after December 15, 2010. The adoption in 2011 did not materially affect the Plan’s financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends ASC 820. ASU No. 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement and disclosure requirements under ASC 820. This ASU requires the categorization by level for items that are required to be disclosed, but not measured, at fair value. This ASU also requires additional disclosure of information about transfers between Level 1 and Level 2 of the fair value hierarchy and additional disclosure regarding the sensitivity of Level 3 measurements of fair value to changes in unobservable inputs and any interrelationships between those inputs. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The new guidance is effective for reporting periods beginning after December 15, 2011. The adoption will not have a material effect on the Statement of Net Assets Available for Benefits and Statement of Changes in Net Assets Available for Benefits.

 

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,
		2011				2010
Mutual Funds
Dodge and Cox Balanced Fund		$	174,562			$	191,340
Fidelity Diversified International Fund							197,102
Fidelity Spartan 500 Index Advantage Fund							167,700
Spartan 500 Index Fund—Institutional Class			187,898
Pimco Total Return Institutional Fund			177,368				174,573
Separate account
T. Rowe Price Blue Chip Growth Fund			198,788				213,652
Comcast Corporation Stock
Class A Common Stock			217,536				220,774

 

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		December 31,
		2011				2010
Comcast Stable Value Fund
JP Morgan Chase			199,684				195,336

During 2011, 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		$	17,802
Comcast Class A Special			4,300
Total common stock			22,102
Mutual funds
Domestic stock funds			(28,022	)
International stock funds			(53,661	)
Balanced funds			(7,862	)
Fixed income funds			271
Total mutual funds			(89,274	)
Separate account			3,947
Common collective trusts			(3,507	)
		$	(66,732	)

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, 2011 and 2010 was 1.99% and 2.30%, respectively. When adjusted to reflect the actual interest credited to the Plan, the average yield of investment contracts held as of December 31, 2011 and 2010 was 2.11% and 2.12%, respectively.

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 (in thousands):

 

		2011 Credit Rating		2011				2010
State Street Bank and Trust Company Boston		AA-		$	(5,167	)		$	(3,470	)
JP Morgan Chase		A+			(7,008	)			(4,705	)
Natixis		A+			(5,166	)			(3,470	)
AIG Financial Products Corp		A-			(3,324	)			(2,235	)
				$	(20,665	)		$	(13,880	)

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

 

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		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 use significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

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.

The table below sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2011 and 2010 (in thousands).

 

Assets at Fair Value as of December 31, 2011
		Level 1				Level 2				Level 3				Total
Common stock
Comcast Class A		$	217,536											$	217,536
Comcast Class A Special			32,126												32,126
Mutual Funds
Domestic stock funds			720,775												720,775
International stock funds			338,766												338,766
Balanced funds			174,562												174,562
Money market funds			5												5
Fixed income funds			177,368												177,368
Separate account						$	198,788								198,788
Common collective trusts							859,101								859,101
Comcast Stable Value Fund
Short term investments			3,208												3,208
Guaranteed investment contracts							588,800								588,800
Total investments at fair value		$	1,664,346			$	1,646,689			$				$	3,311,035

 

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Assets at Fair Value as of December 31, 2010
		Level 1				Level 2				Level 3				Total
Common stock
Comcast Class A		$	220,774											$	220,774
Comcast Class A Special			34,812												34,812
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
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 investments at fair value		$	1,613,209			$	1,546,951			$				$	3,160,160

 

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 9.50% for the year ended December 31, 2011. Maturities on active outstanding loans ranged from 2012 to 2038 for the year ended December 31, 2011. 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.

 

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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, 2011 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, 2011 is as follows (in thousands):

 

		December 31, 2011
Net assets available for benefits per the financial statements		$	3,430,045
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			20,665
Total net assets per the Form 5500		$	3,450,710
		Year Ended
		December 31, 2011
Increase in net assets available for benefits per the financial statements		$	157,651
Adjustment from contract value to fair value for fully benefit-responsive investment contracts—December 31, 2011			20,665
Adjustment from contract value to fair value for fully benefit-responsive investment contracts—December 31, 2010			(13,880	)
Net income per Form 5500		$	164,436

 

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, 2011, 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 2008.

 

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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, 2011

 

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			2,588,017 units				174,562
*		Fidelity Diversified International Fund			5,889,920 units				150,310
*		Fidelity Growth Company			1,418,718 units				114,760
*		Fidelity Ret Govt MM			5,420 units				5
*		Fidelity Small Cap Stock Fund			6,753,994 units				111,711
		Pimco Total Return Institutional Fund			16,317,194 units				177,368
*		Spartan International Index Fund—Fidelity Advantage Inst Class			4,453,504 units				132,492
*		Spartan 500 Index Fund—Institutional Class			4,222,437 units				187,898
		Templeton World Fund, Class A			4,073,049 units				55,964
		Vanguard Small Cap Index Fund			2,158,330 units				72,067
		Vanguard Total Stock Market Index Fund			3,759,266 units				117,665
		Vanguard Windsor II Fund			2,550,262 units				116,674
									1,411,476
		Separate Account (at fair value)
		T. Rowe Price Blue Chip Growth Fund (separate account)
		Corporate common stock (B28XP76)			92,300 shares				1,854
		Corporate common stock (B4BNMY3)			23,100 shares				1,230
		Corporate common stock (B68SQD2)			5,100 shares				230
		Corporate common stock (009158106)			9,400 shares				801
		Corporate common stock (015351109)			11,400 shares				815
		Corporate common stock (018490102)			19,900 shares				1,746
		Corporate common stock (021441100)			13,400 shares				497
		Corporate common stock (023135106)			43,600 shares				7,547
		Corporate common stock (025816109)			55,100 shares				2,599
		Corporate common stock (029912201)			73,100 shares				4,387
		Corporate common stock (03076C106)			18,900 shares				938
		Corporate common stock (031162100)			100 shares				6
		Corporate common stock (037833100)			42,900 shares				17,375
		Corporate common stock (052769106)			24,600 shares				746
		Corporate common stock (056752108)			38,700 shares				4,507
		Corporate common stock (057224107)			16,900 shares				822
		Corporate common stock (071813109)			13,900 shares				688
		Corporate common stock (075896100)			22,700 shares				1,316
		Corporate common stock (09062X103)			18,600 shares				2,047
		Corporate common stock (09247X101)			700 shares				125
		Corporate common stock (097023105)			22,700 shares				1,665
		Corporate common stock (111320107)			71,800 shares				2,108
		Corporate common stock (12504L109)			2,800 shares				43
		Corporate common stock (12541W209)			300 shares				21
		Corporate common stock (12572Q105)			600 shares				146
		Corporate common stock (13342B105)			30,700 shares				1,510
		Corporate common stock (14149Y108)			36,800 shares				1,494

 

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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 (143658300)			49,700 shares				1,622
		Corporate common stock (149123101)			7,500 shares				680
		Corporate common stock (151020104)			40,500 shares				2,738
		Corporate common stock (156782104)			100 shares				6
		Corporate common stock (169656105)			3,600 shares				1,216
		Corporate common stock (189754104)			19,200 shares				1,172
		Corporate common stock (191216100)			1,200 shares				84
		Corporate common stock (20605P101)			15,500 shares				1,453
		Corporate common stock (22160K105)			100 shares				8
		Corporate common stock (231021106)			3,200 shares				282
		Corporate common stock (235851102)			140,200 shares				6,595
		Corporate common stock (244199105)			2,400 shares				186
		Corporate common stock (25179M103)			300 shares				19
		Corporate common stock (254687106)			29,200 shares				1,095
		Corporate common stock (25470F302)			37,000 shares				1,395
		Corporate common stock (256746108)			1,300 shares				108
		Corporate common stock (268648102)			84,600 shares				1,822
		Corporate common stock (26875P101)			20,800 shares				2,049
		Corporate common stock (26884L109)			13,100 shares				718
		Corporate common stock (2696377)			1,900 shares				78
		Corporate common stock (278642103)			68,200 shares				2,069
		Corporate common stock (278865100)			3,600 shares				208
		Corporate common stock (28176E108)			1,200 shares				85
		Corporate common stock (291011104)			9,300 shares				433
		Corporate common stock (302130109)			19,700 shares				807
		Corporate common stock (302182100)			49,100 shares				2,194
		Corporate common stock (30231G102)			400 shares				34
		Corporate common stock (30249U101)			22,900 shares				1,196
		Corporate common stock (311900104)			72,900 shares				3,179
		Corporate common stock (31428X106)			37,600 shares				3,140
		Corporate common stock (337738108)			2,400 shares				141
		Corporate common stock (349882100)			13,800 shares				1,095
		Corporate common stock (354613101)			33,900 shares				3,256
		Corporate common stock (35671D857)			500 shares				18
		Corporate common stock (369604103)			12,500 shares				224
		Corporate common stock (37045V100)			1,100 shares				22
		Corporate common stock (375558103)			2,500 shares				102
		Corporate common stock (38141G104)			700 shares				63
		Corporate common stock (38259P508)			17,900 shares				11,562
		Corporate common stock (384802104)			8,300 shares				1,554
		Corporate common stock (399473107)			14,900 shares				307
		Corporate common stock (406216101)			3,600 shares				124
		Corporate common stock (411310105)			4,200 shares				387
		Corporate common stock (437076102)			4,700 shares				198
		Corporate common stock (438516106)			23,100 shares				1,255
		Corporate common stock (45865V100)			13,000 shares				1,567
		Corporate common stock (459200101)			1,800 shares				331
		Corporate common stock (46120E602)			100 shares				46
		Corporate common stock (461202103)			10,100 shares				531
		Corporate common stock (46625H100)			10,800 shares				359
		Corporate common stock (478366107)			36,400 shares				1,138

 

 

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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 (481165108)			10,900 shares				817
		Corporate common stock (48203R104)			60,000 shares				1,225
		Corporate common stock (485170302)			6,800 shares				462
		Corporate common stock (517834107)			52,800 shares				2,256
		Corporate common stock (53071M104)			47,700 shares				773
		Corporate common stock (532716107)			5,600 shares				226
		Corporate common stock (53578A108)			3,200 shares				202
		Corporate common stock (571748102)			12,300 shares				389
		Corporate common stock (571903202)			59,057 shares				1,723
		Corporate common stock (57636Q104)			14,900 shares				5,555
		Corporate common stock (577081102)			100 shares				3
		Corporate common stock (580135101)			21,400 shares				2,147
		Corporate common stock (58155Q103)			47,500 shares				3,701
		Corporate common stock (594918104)			100 shares				3
		Corporate common stock (6116W101)			25,100 shares				1,759
		Corporate common stock (654106103)			24,200 shares				2,332
		Corporate common stock (665859104)			12,100 shares				480
		Corporate common stock (67103H107)			23,100 shares				1,847
		Corporate common stock (674599105)			10,800 shares				1,012
		Corporate common stock (681919106)			10,600 shares				473
		Corporate common stock (704549104)			27,800 shares				920
		Corporate common stock (723787107)			5,600 shares				501
		Corporate common stock (74005P104)			44,900 shares				4,800
		Corporate common stock (740189105)			20,100 shares				3,312
		Corporate common stock (741503403)			9,600 shares				4,490
		Corporate common stock (742718109)			500 shares				33
		Corporate common stock (744320102)			18,600 shares				932
		Corporate common stock (747525103)			85,600 shares				4,682
		Corporate common stock (751212101)			14,400 shares				1,988
		Corporate common stock (75281A109)			15,000 shares				929
		Corporate common stock (776696106)			7,800 shares				678
		Corporate common stock (79466L302)			3,100 shares				315
		Corporate common stock (806857108)			64,000 shares				4,372
		Corporate common stock (808513105)			100 shares				1
		Corporate common stock (824348106)			1,800 shares				161
		Corporate common stock (82481R106)			400 shares				42
		Corporate common stock (854502101)			6,800 shares				460
		Corporate common stock (855244109)			93,400 shares				4,297
		Corporate common stock (85590A401)			36,000 shares				1,727
		Corporate common stock (857477103)			20,200 shares				814
		Corporate common stock (863667101)			21,200 shares				1,054
		Corporate common stock (87236Y108)			10,400 shares				163
		Corporate common stock (883556102)			11,200 shares				504
		Corporate common stock (88579Y101)			3,400 shares				278
		Corporate common stock (886547108)			5,900 shares				391
		Corporate common stock (887317303)			600 shares				22
		Corporate common stock (902973304)			46,000 shares				1,244
		Corporate common stock (907818108)			31,000 shares				3,284
		Corporate common stock (913017109)			26,900 shares				1,966
		Corporate common stock (91324P102)			12,400 shares				628
		Corporate common stock (92826C839)			27,500 shares				2,792

 

 

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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 (948626106)			2,600 shares				143
		Corporate common stock (949746101)			10,400 shares				287
		Corporate common stock (959802109)			800 shares				15
		Corporate common stock (966837106)			16,800 shares				1,169
		Corporate common stock (983134107)			4,000 shares				442
		Corporate common stock (983919101)			37,600 shares				1,205
		Corporate common stock (988498101)			22,300 shares				1,316
		Interest bearing cash (98765455B)			420,407 shares				420
		Receivables							663
		Benefit Claims Payable							(50	)
		Operating Payables							(201	)
									198,788
		Common Collective Trust (at fair value) – not Direct Filing Entity
		Thompson, Siegel and Walmsley SMID Cap Value
		Corporate common stock (B4XGY11 )			28,000 shares				1,086
		Corporate common stock (007865108)			21,950 shares				335
		Corporate common stock (011659109)			4,600 shares				345
		Corporate common stock (018802108)			24,000 shares				1,059
		Corporate common stock (023436108)			32,100 shares				350
		Corporate common stock (03073T102)			11,600 shares				685
		Corporate common stock (06985P100)			900 shares				18
		Corporate common stock (084423102)			33,500 shares				1,152
		Corporate common stock (093671105)			65,200 shares				1,065
		Corporate common stock (125896100)			69,300 shares				1,530
		Corporate common stock (12662P108)			30,600 shares				573
		Corporate common stock (127190304)			13,100 shares				733
		Corporate common stock (147528103)			18,300 shares				943
		Corporate common stock (15189T107)			34,700 shares				697
		Corporate common stock (18538R103)			19,100 shares				680
		Corporate common stock (200340107)			22,800 shares				588
		Corporate common stock (2172372)			46,200 shares				1,224
		Corporate common stock (2256908)			32,400 shares				924
		Corporate common stock (228368106)			38,300 shares				1,286
		Corporate common stock (229669106)			17,600 shares				767
		Corporate common stock (231561101)			16,700 shares				590
		Corporate common stock (2339252)			2,700 shares				1,224
		Corporate common stock (251893103)			19,700 shares				758
		Corporate common stock (252603105)			19,800 shares				639
		Corporate common stock (25389M877)			50,600 shares				866
		Corporate common stock (25400B108)			29,300 shares				349
		Corporate common stock (257559203)			8,400 shares				672
		Corporate common stock (2671932)			16,400 shares				1,053
		Corporate common stock (2728429)			14,100 shares				1,049
		Corporate common stock (27579R104)			26,400 shares				521
		Corporate common stock (278768106)			30,100 shares				630
		Corporate common stock (29084Q100)			26,300 shares				705
		Corporate common stock (29264F205)			30,200 shares				1,043
		Corporate common stock (302941109)			26,300 shares				1,116
		Corporate common stock (303250104)			16,300 shares				584

 

 

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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 (33616C100)			35,600 shares				1,090
		Corporate common stock (36191U106)			75,500 shares				547
		Corporate common stock (36467W109)			37,300 shares				900
		Corporate common stock (378967103)			106,200 shares				473
		Corporate common stock (37940X102)			20,100 shares				952
		Corporate common stock (404132102)			37,200 shares				1,023
		Corporate common stock (405024100)			18,000 shares				1,102
		Corporate common stock (410867105)			30,000 shares				1,049
		Corporate common stock (426281101)			10,300 shares				346
		Corporate common stock (436440101)			46,600 shares				816
		Corporate common stock (451055107)			35,200 shares				573
		Corporate common stock (451107106)			31,000 shares				1,315
		Corporate common stock (45256B101)			71,200 shares				1,436
		Corporate common stock (488360207)			65,100 shares				459
		Corporate common stock (493267108)			72,700 shares				559
		Corporate common stock (497266106)			10,800 shares				711
		Corporate common stock (501242101)			60,400 shares				559
		Corporate common stock (512807108)			21,800 shares				807
		Corporate common stock (52602E102)			36,100 shares				544
		Corporate common stock (529771107)			27,400 shares				906
		Corporate common stock (53219L109)			25,700 shares				955
		Corporate common stock (55272X102)			173,000 shares				1,163
		Corporate common stock (570535104)			2,600 shares				1,078
		Corporate common stock (584690309)			28,800 shares				958
		Corporate common stock (58502B106)			14,200 shares				1,023
		Corporate common stock (64115T104)			19,700 shares				347
		Corporate common stock (64126X201)			15,500 shares				530
		Corporate common stock (64128B108)			39,600 shares				423
		Corporate common stock (651718504)			37,300 shares				354
		Corporate common stock (670837103)			15,500 shares				879
		Corporate common stock (675746309)			51,500 shares				746
		Corporate common stock (688239201)			5,100 shares				109
		Corporate common stock (703481101)			16,200 shares				324
		Corporate common stock (723484101)			29,000 shares				1,397
		Corporate common stock (73930R102)			138,800 shares				543
		Corporate common stock (78505P100)			6,100 shares				345
		Corporate common stock (80007P307)			66,700 shares				544
		Corporate common stock (82705T102)			100,000 shares				470
		Corporate common stock (829226109)			5,100 shares				58
		Corporate common stock (82966C103)			13,100 shares				577
		Corporate common stock (86764P109)			21,200 shares				870
		Corporate common stock (879664100)			125,000 shares				505
		Corporate common stock (880770102)			46,000 shares				627
		Corporate common stock (88164L100)			60,300 shares				1,010
		Corporate common stock (891906109)			43,300 shares				847
		Corporate common stock (903236107)			19,100 shares				671
		Corporate common stock (90333E108)			157,000 shares				179
		Corporate common stock (909214306)			23,600 shares				465
		Corporate common stock (911268100)			65,363 shares				356
		Corporate common stock (918866104)			34,200 shares				658
		Corporate common stock (92275P307)			25,700 shares				174

 

 

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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 (92886T201)			241,600 shares				592
		Corporate common stock (939640108)			2,100 shares				791
		Corporate common stock (94946T106)			10,300 shares				541
		Corporate common stock (95709T100)			56,800 shares				1,635
		Corporate common stock (968223206)			18,100 shares				804
		Interest bearing cash (98765455B)			1,909,388 shares				1,909
		Receivables							871
		Benefit Claims Payable							(7	)
		Operating Payables							(128	)
		Other Liabilities							(244	)
									69,955
		Common collective trusts
		Vanguard Target Income			196,826 units				7,288
		Vanguard Target 2010			395,713 units				13,395
		Vanguard Target 2015			1,313,593 units				42,468
		Vanguard Target 2020			2,612,520 units				81,563
		Vanguard Target 2025			3,456,560 units				103,524
		Vanguard Target 2030			3,598,292 units				103,955
		Vanguard Target 2035			3,577,291 units				101,060
		Vanguard Target 2040			3,375,804 units				95,535
		Vanguard Target 2045			2,705,073 units				76,310
		Vanguard Target 2050			1,538,967 units				43,645
		Vanguard Target 2055			86,730 units				3,007
		Mellon Aggregate Bond Index Fund			569,011 units				117,396
									789,146
*		Comcast Corporation Stock (at fair value)
		Class A Common Stock			9,174,843 shares				217,536
		Class A Special Common Stock			1,363,566 shares				32,126
									249,662
		Comcast Stable Value Fund (at fair value)
		Fidelity Short Term Investment Fund; .19%			3,256,339 units				3,208
		Security-Backed Investment Contracts:
		Natixis; 2.35%			142,029,247 units				147,195
		JP Morgan Chase; 2.39%			192,675,460 units				199,684
		AIG Financial Products Corp; 2.28%			91,392,117 units				94,716
		State Street Bank and Trust Company Boston; 2.34%			142,038,378 units				147,205
									588,800
									592,008
		Notes receivable from participants (principal balance plus accrued but unpaid interest – interest rates from 4.25% to 9.50%; maturities from 2012 to 2038)							118,785
								$	3,429,820

 

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

 

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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 26, 2012, relating to the statements of net assets available for benefits as of December 31, 2011 and 2010, the related statement of changes in net assets available for benefits for the year ended December 31, 2011 and the related supplemental Schedule H – Part IV – Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2011, which report appears in the December 31, 2011 Annual Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

June 26, 2012

 

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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
June 26, 2012
		By:		/s/ Lawrence J. Salva
				Lawrence J. Salva
				Senior Vice President, Chief Accounting Officer and Controller

 

17