COMCAST CORP
11-K, 1995-06-30
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT

                        Pursuant to Section 15(d) of the
                        Securities Exchange Act of 1934


                              COMCAST CORPORATION

                               [GRAPHIC OMITTED]


(Mark One):

    X             ANNUAL  REPORT  PURSUANT  TO SECTION  15(d) OF THE  SECURITIES
                  EXCHANGE ACT OF 1934.  For the fiscal year ended  December 31,
                  1994.

                                       OR

                  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934.
                  For the transition from _________ to ________

Commission file number 0-6983

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

     THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

     B. Name of  issuer  of the  securities  held  pursuant  to the plan and the
address of its principal executive office:

                  Comcast Corporation
                  1500 Market Street
                  Philadelphia, PA 19102


<PAGE>








                         COMCAST CORPORATION RETIREMENT-
                         INVESTMENT PLAN

                         Financial Statements as of
                         December 31, 1994 and 1993 and for each of the
                         Three Years in the Period Ended December 31, 1994;
                         Supplemental Schedules as of and for the
                         Year ended December 31, 1994; and
                         Independent Auditors' Report




<PAGE>


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                  Page
<S>                                                                              <C>
INDEPENDENT AUDITORS' REPORT                                                        1

FINANCIAL STATEMENTS:

     Statement of Net Assets Available for Plan Benefits as of
         December 31, 1994 and 1993                                                  2

     Statement of Changes in Net Assets Available for Plan Benefits for the
         Years Ended December 31, 1994, 1993 and 1992                              3-5

     Notes to Financial Statements                                                6-10

SUPPLEMENTAL SCHEDULES:

     Item 27a - Schedule of Assets Held for Investment Purposes as of
         December 31, 1994                                                          11

     Item 27d - Schedule of Reportable Transactions for the
         Year Ended December 31, 1994                                               12

</TABLE>








<PAGE>1










INDEPENDENT AUDITORS' REPORT

Plan Administrator
Comcast Corporation Retirement-Investment Plan
Philadelphia, Pennsylvania

We have  audited the  accompanying  statement of net assets  available  for plan
benefits of the Comcast Corporation  Retirement-Investment  Plan (the "Plan") as
of December  31,  1994 and 1993,  and the  related  statement  of changes in net
assets  available  for plan  benefits  for each of the three years in the period
ended December 31, 1994. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the net assets available for plan benefits of the Comcast Corporation
Retirement-Investment  Plan as of December  31,  1994 and 1993,  and the related
changes  in its net assets  available  for plan  benefits  for each of the three
years in the period ended  December  31,  1994,  in  conformity  with  generally
accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The supplemental  information by fund in
the  statement of net assets  available  for plan  benefits and the statement of
changes in net assets  available  for plan benefits is presented for the purpose
of additional analysis of the basic financial  statements rather than to present
information  regarding the net assets  available for benefits and changes in net
assets available for benefits of each fund. The supplemental  schedules on pages
11 and 12 are  presented  for the purpose of  additional  analysis and are not a
required  part  of  the  basic  financial  statements,   but  are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The supplemental  information by fund and  supplemental  schedules are the
responsibility of the Plan's  management.  The supplemental  information by fund
and  supplemental  schedules  have been  subjected  to the  auditing  procedures
applied in the audits of the basic financial statements and, in our opinion, are
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 7, 1995





<PAGE>2


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993


<TABLE>
<CAPTION>
                                                         Supplemental Information by Fund
                                                     Pooled Funds
                                              John
                                             Hancock     John                     John
                                            Balanced    Hancock                  Hancock
                                           Stock and   Diversified    Total     Guaranteed      Total
                                Comcast       Bond       Stock       Pooled     Investment   Investment   Participant
                              Stock Fund      Fund       Fund         Funds        Fund         Funds      Loan Fund      Total
                              ----------      ----       ----         -----        ----         -----      ---------      -----
<S>                           <C>          <C>         <C>         <C>          <C>          <C>           <C>         <C> 
DECEMBER 31, 1994

ASSETS
   Investments - at market 
     or contract values       $15,053,230  $4,072,543  $7,504,811  $11,577,354  $17,420,121  $44,050,705   $           $44,050,705
   Cash                           112,694                                                        112,694                   112,694
   Loans receivable from 
     participants                                                                                           2,117,827    2,117,827
                              -----------  ----------  ----------   ----------  -----------  -----------   ----------  -----------

NET ASSETS AVAILABLE
   FOR PLAN BENEFITS          $15,165,924  $4,072,543  $7,504,811  $11,577,354  $17,420,121  $44,163,399   $2,117,827  $46,281,226
                              ===========  ==========  ==========   ==========  ===========  ===========   ==========  ===========

DECEMBER 31, 1993

ASSETS
   Investments - at market 
     or contract values       $20,509,866  $3,162,633  $5,618,301   $8,780,934  $17,488,132  $46,778,932   $           $46,778,932
   Cash                            85,337                                                         85,337                    85,337
   Loans receivable from 
     participants                                                                                           1,591,911    1,591,911
                              -----------  ----------  ----------   ----------  -----------  -----------   ----------  -----------

NET ASSETS AVAILABLE
   FOR PLAN BENEFITS          $20,595,203  $3,162,633  $5,618,301   $8,780,934  $17,488,132  $46,864,269   $1,591,911  $48,456,180
                              ===========  ==========  ==========   ==========  ===========  ===========   ==========  ===========
</TABLE>


See notes to financial statements.




<PAGE>3


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                       Supplemental Information by Fund
                                                    Pooled Funds
                                          John
                                         Hancock       John                     John
                                        Balanced      Hancock                  Hancock
                                       Stock and   Diversified     Total     Guaranteed       Total
                            Comcast       Bond         Stock       Pooled     Investment    Investment   Participant
                          Stock Fund      Fund         Fund        Funds        Fund          Funds       Loan Fund      Total
                          ----------      ----         ----        -----        ----          -----       ---------      -----
<S>                      <C>           <C>          <C>          <C>           <C>          <C>            <C>          <C>
NET ASSETS AVAILABLE 
   FOR PLAN BENEFITS, 
   BEGINNING OF YEAR     $20,595,203   $3,162,633   $5,618,301    $8,780,934   $17,488,132   $46,864,269   $1,591,911   $48,456,180

ADDITIONS
   Contributions:
     Employer                821,581      336,521      634,384       970,905       814,301     2,606,787                  2,606,787
     Employee              1,679,063      930,447    1,534,428     2,464,875     1,780,033     5,923,971                  5,923,971
   Investment income - 
     interest and 
     dividends                89,524      185,621      192,125       377,746       780,604     1,247,874                  1,247,874
   Interest on employee 
     loans and other          78,131       12,046       19,078        31,124        53,084       162,339                    162,339
   Interfund transfers       945,380       50,659      192,485       243,144    (1,188,524)
   Realized gains and 
     net decrease in 
     unrealized
     appreciation in 
     value of 
     investments          (7,658,351)    (262,323)    (274,997)     (537,320)                 (8,195,671)                (8,195,671)
   Loan repayments - 
     principal               269,063       77,439      146,856       224,295       293,625       786,983     (786,983)
                         -----------   ----------   ----------   -----------   -----------   -----------   ----------   -----------
                          (3,775,609)   1,330,410    2,444,359     3,774,769     2,533,123     2,532,283     (786,983)    1,745,300
                         -----------   ----------   ----------   -----------   -----------   -----------   ----------   -----------

DEDUCTIONS
   Payments to 
     participants or
     beneficiaries         1,452,869      218,667      342,900       561,567     1,327,936     3,342,372                  3,342,372
   Loan withdrawals          200,647      194,272      203,210       397,482       714,770     1,312,899   (1,312,899)
   Forfeited amounts             154        7,561       11,739        19,300       558,428       577,882                    577,882
                         -----------   ----------   ----------   -----------   -----------   -----------   ----------   -----------
                           1,653,670      420,500      557,849       978,349     2,601,134     5,233,153   (1,312,899)    3,920,254
                         -----------   ----------   ----------   -----------   -----------   -----------   ----------   -----------

NET (DEDUCTIONS) 
   ADDITIONS              (5,429,279)     909,910    1,886,510     2,796,420       (68,011)   (2,700,870)     525,916    (2,174,954)
                         -----------   ----------   ----------   -----------   -----------   -----------   ----------   -----------

NET ASSETS AVAILABLE FOR 
   PLAN BENEFITS, END OF 
     YEAR                $15,165,924   $4,072,543   $7,504,811   $11,577,354   $17,420,121   $44,163,399   $2,117,827   $46,281,226
                         ===========   ==========   ==========   ===========   ===========   ===========   ==========   ===========
</TABLE>

See notes to financial statements.



<PAGE>4


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>

                                                            Supplemental Information by Fund
                                                     Pooled Funds
                                           John
                                          Hancock       John                     John
                                         Balanced      Hancock                  Hancock
                                        Stock and   Diversified     Total     Guaranteed       Total
                             Comcast       Bond         Stock       Pooled     Investment    Investment   Participant
                           Stock Fund      Fund         Fund        Funds        Fund          Funds      Loan Fund      Total
                           ----------      ----         ----        -----        ----          -----      ---------      -----
<S>                       <C>           <C>          <C>          <C>          <C>           <C>           <C>         <C>

NET ASSETS AVAILABLE 
   FOR PLAN BENEFITS, 
   BEGINNING OF YEAR      $10,460,074   $1,443,760   $2,510,992   $3,954,752   $15,337,481   $29,752,307   $1,167,387   $30,919,694
ADDITIONS
   Contributions:
     Employer                 599,145      288,964      497,596      786,560       989,257     2,374,962                  2,374,962
     Employee               1,232,573      650,236    1,085,374    1,735,610     1,931,919     4,900,102                  4,900,102
   Investment income - 
     interest and 
     dividends                 81,485       96,511      115,080      211,591       845,520     1,138,596                  1,138,596
   Interest on employee 
     loans and other           28,960        5,864       11,584       17,448        80,626       127,034                    127,034
   Interfund transfers     (1,010,074)     444,626      801,214    1,245,840      (235,766)
   Transfer of assets         260,730      250,408      446,147      696,555       201,508     1,158,793                  1,158,793
   Realized gains and net 
     increase in 
     unrealized
     appreciation in 
     value of 
     investments            9,794,980      151,620      427,534      579,154                  10,374,134                 10,374,134
   Loan repayments - 
     principal                173,317       48,530       89,288      137,818       285,103       596,238     (596,238)
                          -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
                           11,161,116    1,936,759    3,473,817    5,410,576     4,098,167    20,669,859     (596,238)   20,073,621
                          -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
DEDUCTIONS
   Payments to partici-
     pants or 
     beneficiaries            796,669      130,111      278,145      408,256     1,358,118     2,563,043                  2,563,043
   Loan withdrawals           187,546       82,470       82,500      164,970       668,246     1,020,762   (1,020,762)
   Forfeited amounts 
     (credits)                 41,772        5,305        5,863       11,168       (78,848)      (25,908)                   (25,908)
                          -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
                            1,025,987      217,886      366,508      584,394     1,947,516     3,557,897   (1,020,762)    2,537,135
                          -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
NET ADDITIONS              10,135,129    1,718,873    3,107,309    4,826,182     2,150,651    17,111,962      424,524    17,536,486
                          -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
NET ASSETS AVAILABLE FOR 
   PLAN BENEFITS, END OF 
   YEAR                   $20,595,203   $3,162,633   $5,618,301   $8,780,934   $17,488,132   $46,864,269   $1,591,911   $48,456,180
                          ===========   ==========   ==========   ==========   ===========   ===========   ==========   ===========
</TABLE>

See notes to financial statements.



<PAGE>5


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1992

<TABLE>
<CAPTION>
                                                            Supplemental Information by Fund
                                                   Pooled Funds
                                         John
                                        Hancock       John                      John
                                        Balanced     Hancock                   Hancock
                                       Stock and   Diversified     Total     Guaranteed       Total
                           Comcast        Bond        Stock       Pooled     Investment    Investment   Participant
                          Stock Fund      Fund        Fund         Funds        Fund          Funds      Loan Fund      Total
                          ----------      ----        ----         -----        ----          -----      ---------      -----
<S>                      <C>           <C>          <C>          <C>          <C>           <C>           <C>          <C>
NET ASSETS AVAILABLE 
   FOR PLAN BENEFITS, 
   BEGINNING OF YEAR      $8,415,083     $791,076   $1,225,244   $2,016,320   $13,353,018   $23,784,421     $958,584   $24,743,005
ADDITIONS
   Contributions:
     Employer                507,211      124,921      207,690      332,611       798,966     1,638,788                  1,638,788
     Employee              1,082,893      362,832      643,702    1,006,534     1,978,509     4,067,936                  4,067,936
   Investment income - 
     interest and dividends   74,917       49,582       54,291      103,873     1,011,735     1,190,525                  1,190,525
   Interest on employee 
     loans and other          33,186        4,376        6,008       10,384        51,269        94,839                     94,839
   Interfund transfers      (268,382)     184,321      329,363      513,684      (245,302)
   Realized gains and net 
     increase in 
     unrealized
     appreciation 
     in value of 
     investments           1,351,258       46,932      135,557      182,489                   1,533,747                  1,533,747
   Loan repayments - 
     principal               176,235       27,331       39,807       67,138       324,776       568,149     (567,960)          189
                         -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
                           2,957,318      800,295    1,416,418    2,216,713     3,919,953     9,093,984     (567,960)    8,526,024
                         -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
DEDUCTIONS
   Payments to 
     participants or 
     beneficiaries           753,590      105,916       91,333      197,249     1,392,463     2,343,302                  2,343,302
   Loan withdrawals          106,145       34,646       35,518       70,164       600,454       776,763     (776,763)
   Forfeited amounts 
     (credits)                52,592        7,049        3,819       10,868       (57,427)        6,033                      6,033
                         -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
                             912,327      147,611      130,670      278,281     1,935,490     3,126,098     (776,763)    2,349,335
                         -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
NET ADDITIONS              2,044,991      652,684    1,285,748    1,938,432     1,984,463     5,967,886      208,803     6,176,689
                         -----------   ----------   ----------   ----------   -----------   -----------   ----------   -----------
NET ASSETS AVAILABLE 
   FOR PLAN BENEFITS, 
   END OF YEAR           $10,460,074   $1,443,760   $2,510,992   $3,954,752   $15,337,481   $29,752,307   $1,167,387   $30,919,694
                         ===========   ==========   ==========   ==========   ===========   ===========   ==========   ===========
</TABLE>


See notes to financial statements.



<PAGE>6


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       The financial statements of the Comcast Corporation Retirement-Investment
       Plan (the "Plan") are presented  using the accrual  basis of  accounting.
       Investments are carried at market value or contract  value.  Market value
       is  determined  by the last sales or closing price as of the last trading
       day of the Plan year for  investments  in securities  traded on a matured
       securities  exchange or the NASDAQ  National  Market  System.  Changes in
       investment  market  values are reflected as  unrealized  appreciation  or
       depreciation  in  the  financial  statements  of  the  Plan  during  each
       corresponding  Plan year, while net realized gains and losses  associated
       with the disposition of investments are recorded as of the trade date and
       calculated  based on market  values as of such date.  Contract  values of
       guaranteed   investment  contracts  with  insurance  companies  represent
       contributions  made,  plus interest at the contract  rate and  transfers,
       less distributions.  Employee and employer  contributions are recorded in
       the  period  to which  they are  applicable.  All costs  associated  with
       administering  the Plan are paid or absorbed by Comcast  Corporation (the
       "Company").

       Effective  January 1, 1993, the 401(k) Plan of AWACS,  Inc., a subsidiary
       of the Company,  (the "AWACS Plan") was merged with and into the Plan and
       its net assets of  approximately  $1,159,000  were  transferred  into the
       Plan. All members of the AWACS Plan became eligible for  participation in
       the Plan at that time.

       Certain  reclassifications  have been made to the 1993 and 1992 financial
       statements to conform with classifications used in 1994.

2.     PLAN DESCRIPTION

       The following is not intended to be a complete  description  of the Plan.
       Plan  participants  should  refer to the Plan  documents  and  applicable
       amendments for a complete description of the Plan.

       The Plan is a defined  contribution plan qualified under Internal Revenue
       Code (the "Code") Sections 401(k), 401(a) and 401(m). The Company amended
       and restated the Plan  effective  January 1, 1989 in order to comply with
       certain tax law requirements.  The Plan has been subsequently amended and
       restated  effective  January 1, 1993 to reflect the merger with the AWACS
       Plan and make certain other  technical,  compliance  and design  changes.
       Participation  in the  Plan is  open to  covered  employees  who  satisfy
       eligibility requirements as set forth in the Plan document.

       An employee is eligible for  participation in the Plan upon completion of
       one year and one thousand  hours of service.  Each eligible  employee may
       direct the Company to make contributions of any multiple of 1% between 1%
       and 17% of their  compensation  to the Plan,  subject to  certain  limits
       imposed  by the  Code.  The  Company  matches  100% of the  participant's
       contribution up to 1% of the participant's  compensation,  and 50% of the
       participant's   contribution  in  excess  of  1%  of  the   participant's
       compensation  for such  payroll  period,  up to a maximum  of 3.5% of the
       participant's  compensation.  Prior to 1993, an eligible  employee  could
       contribute  any  multiple  of 1%  between  2%  and  17%  of  his  or  her
       compensation,  subject to  certain  limits  imposed by the Code,  and the
       Company matched 50% of the participant's contribution, up to a maximum of
       3% of the participant's compensation. Each participant has at all times a
       100%  nonforfeitable  interest  in the  participant's  contributions  and
       earnings attributable thereto. The Company makes contributions of cash to
       purchase  10  shares of  Comcast  Class A  Special  Common  Stock for the
       account of each newly eligible participant.

<PAGE>7


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (Continued)

       Contributions  by the  Company  are  vested  according  to the  following
       schedule:

              Years of Service                                Vested Percentage
              1 year but less than 2 years                            20%
              2 years but less than 3 years                           40
              3 years but less than 4 years                           60
              4 years but less than 5 years                           80
              5 years or more                                        100

       Each  participant has the right, in accordance with the provisions of the
       Plan, to direct the investment by the trustee of all amounts allocated to
       the separate  accounts of the participant under the Plan among any one or
       more of the  investment  fund  options  (see Note 3).  The  trustee  pays
       benefits   and   expenses   upon  the  written   direction  of  the  Plan
       Administrator.

       Nonvested  amounts  contributed  by the Company  which are  forfeited  by
       participants  upon  separation  from  service  may be used to reduce  the
       Company's required contributions. Pending application of the forfeitures,
       the  Company may direct the  trustee to hold the  forfeitures  in cash or
       under investment in a suspense account. If the Plan should terminate with
       any forfeitures not applied against Company  contributions,  they will be
       allocated  to  current   participants   in  the   proportion   that  each
       participant's  compensation  for that Plan year bears to the compensation
       for all such members for the Plan year.

       Any  participant  who has a separation from service for any reason except
       death,  disability  or  attainment of age 65 shall be entitled to receive
       his 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 service  period.  If the participant has
       attained age 65,  distribution may begin as soon after the valuation date
       as is administratively  feasible.  Otherwise,  distribution will start no
       later  than 60 days  after  the  close  of the  Plan  year in  which  the
       participant's separation from service occurs, subject to certain deferral
       rights under the Plan. The distribution alternatives permitted are a lump
       sum  payment,  an  annuity,  installments  over a  period  of time or any
       combination of the foregoing.

       The Company may terminate or partially terminate the Plan. If the Plan is
       terminated or partially terminated, or there is a complete discontinuance
       of  contributions  by the Company,  each affected  participant's  account
       balance will become nonforfeitable.

3.     INVESTMENT OPTIONS

       Contributions  are invested in accordance with the written  directions of
       the participant in one or more of the following funds:

       a.     Comcast  Stock  Fund - The  assets  of  the  Comcast  Stock  Fund,
              including  earnings thereon,  are invested in Comcast  Corporation
              Class A and Class A Special Common Stock. Currently,  participants
              may direct  investments  of new  contributions  and prior  account
              balances only in Class A Common Stock.  The trustee  purchases the
              stock at prevailing  rates in the open market,  and, in the normal
              course  of  business,   sells  such  stock  to  meet  distribution
              requirements  of the Plan.  The value of the  Comcast  Stock  Fund
              fluctuates.

       b.     Pooled  Funds - The assets of the Pooled Funds are invested in one
              or  more  of the  following  -  equity  securities,  fixed  income
              obligations  issued  by  corporations,   trusts,   governments  or
              political subdivisions,  agencies or authorities, and money market
              instruments. The returns on such investments vary as the stock and
              bond markets  fluctuate  and there is no guarantee of principal or
              rate of return.


<PAGE>8


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (Continued)

       c.     John Hancock  Guaranteed  Investment Fund - The assets of the John
              Hancock  Guaranteed  Investment  Fund are  invested in  guaranteed
              investment  contracts  with  insurance  companies.  The  contracts
              contain  provisions  for  repayment of principal to  participants,
              plus interest at a specified  annual rate for a specified  period.
              Under these contracts,  the insurance companies guarantee the rate
              of  return  only.  Repayment  of the  original  investment  is not
              guaranteed.

       The selection of  investments  from the options  listed above is the sole
       responsibility  of each participant.  Each participant  assumes all risks
       connected  with any  decrease in the market  value of any  securities  in
       these  funds,  and such funds are the sole source of  payments  under the
       Plan.

4.     INVESTMENTS

       The  investments  of the Plan consist of the following (The market values
       used herein do not reflect any changes in price per share  subsequent  to
       year end; number of shares is rounded to the nearest whole share):

<TABLE>
<CAPTION>
                                                                                      December 31, 1994
                                                                                          Market       Market
                                                                            Number of    Value Per   or Contract
                                                                             Shares        Share        Value
<S>                                                                       <C>            <C>       <C>
                  COMCAST STOCK FUND
                     Comcast Corp. Common Stock:
                        Class A                                              584,868       $15.375    $8,992,343
                        Class A Special (nonvoting)                          386,339        15.688     6,060,887
                                                                                                      ----------
                                                                                                      15,053,230
                                                                                                      ----------

                  POOLED FUNDS
                     John Hancock Balanced Stock and Bond Fund                                         4,072,543
                     John Hancock Diversified Stock Fund                                               7,504,811
                                                                                                      ----------
                                                                                                      11,577,354
                                                                                                      ----------

                  JOHN HANCOCK GUARANTEED
                     INVESTMENT FUND (Guaranteed
                     interest rates from 3.82% to 6.29%)                                              17,420,121
                                                                                                      ----------
                                                                                                     $44,050,705
                                                                                                     ===========
</TABLE>


<PAGE>9


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (Continued)

<TABLE>
<CAPTION>
                                                                                      December 31, 1993
                                                                                          Market       Market
                                                                            Number of    Value Per   or Contract
                                                                             Shares        Share        Value
<S>                                                                         <C>        <C>          <C>
                  COMCAST STOCK FUND
                     Comcast Corp. Common Stock:
                        Class A                                              440,593      $36.375    $16,026,570
                        Class A Special (nonvoting)                          124,536       36.000      4,483,296
                                                                                                      ----------
                                                                                                      20,509,866
                                                                                                      ----------

                  POOLED FUNDS
                     John Hancock Balanced Stock and Bond Fund                                         3,162,633
                     John Hancock Diversified Stock Fund                                               5,618,301
                                                                                                      ----------
                                                                                                       8,780,934
                                                                                                      ----------

                  JOHN HANCOCK GUARANTEED
                     INVESTMENT FUND (Guaranteed
                     interest rates from 3.82% to 6.29%)                                              17,488,132
                                                                                                      ----------
                                                                                                     $46,778,932
                                                                                                     ===========
</TABLE>

       On December  21, 1993,  the  Company's  board of  directors  authorized a
       three-for-two  stock split in the form of a 50% stock dividend payable on
       February  2, 1994 to  shareholders  of record on January  12,  1994.  The
       dividend  was  paid in Class A  Special  Common  stock  to the  Company's
       holders  of Class A Common  and Class A  Special  Common.  The  number of
       shares and market value per share amounts  included herein as they relate
       to the plan  year  ended  December  31,  1993 have not been  adjusted  to
       reflect the dividend.

5.     LOANS AND WITHDRAWALS

       Participants may borrow from their Plan account. Loans are 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,  the principal  amount of the loan to a
       participant  may not be less than $500 and may not  exceed  the lesser of
       (a) $50,000,  reduced by the excess of the highest outstanding balance of
       loans to the participant  from the Plan during the one-year period ending
       on the day  before  the  date  on  which  the  loan  was  made  over  the
       outstanding balance of loans to the participant from the Plan on the date
       on which the loan is made or (b) 50% of the participant's  nonforfeitable
       Accrued  Benefit on the  Valuation  Date (as these amounts are defined by
       the Plan) last  preceding  the date on which the loan is  received by the
       Plan  Administrator.  The maximum term of these loans is five years. If a
       participant  terminates  for any reason,  any  outstanding  loan  balance
       becomes due and payable. Interest accrues at a rate charged by commercial
       lenders  for  comparable  loans  on the  date  the  loan  application  is
       approved.

       Participants may withdraw all or a portion of their benefits derived from
       salary  reduction,  rollovers  or the  nonforfeitable  portion  of  their
       employer  contribution account 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 twelve full calendar months.



<PAGE>10


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (Concluded)

6.     BENEFITS PAYABLE

       As of December 31, 1994 and 1993, net assets  available for Plan benefits
       included benefits of approximately  $438,000 and $465,000,  respectively,
       due to participants who have withdrawn from participation in the Plan.

7.     ADMINISTRATION OF THE PLAN

       The Company has the  authority  to control and manage the  operation  and
       administration  of the Plan. The Company 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.     FEDERAL TAX CONSIDERATIONS

       a.     Status of the Plan - The Plan  obtained  its latest  determination
              letter  dated  March 11,  1986,  in which the IRS stated  that the
              Plan,  as then  designed,  was in compliance  with the  applicable
              requirements  of the Code.  The Plan has been amended and restated
              since receiving this determination  letter.  However,  the Company
              believes that the Plan is currently designed and being operated in
              compliance   with  the  applicable   requirements   of  the  Code.
              Therefore,  no provision for income taxes has been included in the
              Plan's   financial   statements.   A   request   for  an   updated
              determination  letter,  which considers the 1993 Plan  restatement
              (see Note 2) and all  subsequent  amendments,  has been filed with
              the IRS.

       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.



<PAGE>11


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                                    Market                             Market
                                                 Number of         Value Per                         or Contract
                                                  Shares*            Share            Cost              Value
<S>                                             <C>              <C>           <C>                <C>
COMCAST STOCK FUND
     Comcast Corp. Common Stock:
        Class A                                    584,868          $15.375        $7,405,431       $8,992,343
        Class A Special (nonvoting)                386,339           15.688         3,565,885        6,060,887
                                                                                    ---------        ---------
                                                                                   10,971,316       15,053,230
                                                                                   ----------       ----------

POOLED FUNDS
     John Hancock Balanced Stock and
        Bond Fund                                                                   4,186,930        4,072,543
     John Hancock Diversified Stock Fund                                            7,953,525        7,504,811
                                                                                   ----------       ----------
                                                                                   12,140,455       11,577,354
                                                                                   ----------       ----------

JOHN HANCOCK GUARANTEED
     INVESTMENT FUND (Guaranteed
     interest rates from 3.82% to 6.29%)                                           17,420,121       17,420,121

LOANS TO PARTICIPANTS
     (Interest rates from 7% to 12.03%;
     maturities from 1995 to 1999)                                                  2,117,827        2,117,827
                                                                                   ----------       ----------
                                                                                  $42,649,719      $46,168,532
                                                                                  ===========      ===========
</TABLE>


* Number of shares is rounded to the nearest whole share.



<PAGE>12


COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN

ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                                 Selling            Cost of
Description                                                       Price              Asset           Net Gain
<S>                                                           <C>              <C>                 <C>
PURCHASES

Comcast Stock Fund                                                                 $3,914,670

John Hancock Guaranteed Investment Fund                                             4,341,705

Pooled Funds                                                                        4,755,870


SALES

Comcast Stock Fund                                               $1,685,598        $1,099,526         $586,072

John Hancock Guaranteed Investment Fund                           4,409,716         4,409,716

Pooled Funds                                                      1,422,130           874,232          547,898

</TABLE>





<PAGE>











                         INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference  in  Registration  Statement  No.
33-41440 of Comcast  Corporation  on Form S-8 of our reports dated  February 21,
1995 and June 7, 1995  appearing  in the  Annual  Report on Form 10-K of Comcast
Corporation  for the year ended  December  31, 1994 and in the Annual  Report on
Form 11-K of the  Comcast  Corporation  Retirement-Investment  Plan for the year
ended December 31, 1994, respectively.




/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 29, 1995




<PAGE>



                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.





                                             THE COMCAST CORPORATION
                                             RETIREMENT-INVESTMENT PLAN



                                              By: Comcast Corporation
                                                  Plan Administrator



Date: June 28, 1995                           By: /s/ Lawrence S. Smith
                                                  Lawrence S. Smith
                                                  Senior Vice President,
                                                  Accounting and Administration


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