SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 COMCAST CORPORATION (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2003. OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________ Commission file number 000-50093 --------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 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 19102-2148 COMCAST CORPORATION RETIREMENT- INVESTMENT PLAN Financial Statements as of December 31, 2003 and 2002 and for the Year Ended December 31, 2003; Supplemental Schedule as of December 31, 2003; and Report of Independent Registered Public Accounting Firm COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN TABLE OF CONTENTS -------------------------------------------------------------------------------- Page ---- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits as of December 31, 2003 and 2002 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003 3 Notes to Financial Statements 4-8 SUPPLEMENTAL SCHEDULE: Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes as of December 31, 2003 9-10 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 11 SIGNATURES 12 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator Comcast Corporation Retirement-Investment Plan Philadelphia, Pennsylvania We have audited the accompanying statement of net assets available for benefits of the Comcast Corporation Retirement-Investment Plan (the "Plan") as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. 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. 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 benefits of the Plan as of December 31, 2003 and 2002, and the related changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes as of December 31, 2003 (Schedule H - Line 4i) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 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 23, 2004 -1- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 AND 2002 (Thousands of Dollars) -------------------------------------------------------------------------------- December 31, 2003 2002 ---------- ---------- ASSETS: Cash $ 903 $ 53 Contributions receivable 8,260 2,034 Investments, at fair or contract value 1,447,430 299,692 Loans receivable from participants 50,518 12,220 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,507,111 $ 313,999 ========== ========== See notes to financial statements. -2- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 (Thousands of Dollars) -------------------------------------------------------------------------------- Year Ended December 31, 2003 ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investments: Net realized and unrealized appreciation in fair value of investments $ 144,829 Interest and dividends 22,288 ----------- 167,117 ----------- Contributions: Employee 81,801 Employer 58,218 Rollovers from merged plans (Notes 1 and 4) 971,365 ----------- 1,111,384 ----------- 1,278,501 ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants or beneficiaries (85,389) ----------- (85,389) ----------- Net increase 1,193,112 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 313,999 ----------- End of year $ 1,507,111 =========== See notes to financial statements. -3- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 and 2002 -------------------------------------------------------------------------------- 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. Effective November 18, 2002 Comcast Corporation became the Plan Administrator ("Comcast," the "Company" or the "Plan Administrator"). Prior to November 18, 2002, Comcast Holdings Corporation ("Comcast Holdings") was the Plan Administrator (see Note 7). Generally, all costs associated with administering the plan are paid by the Plan Administrator. The Plan is a defined contribution plan qualified under Internal Revenue Code (the "Code") Sections 401(k), 401(a) 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"). Prior to January 1, 2003 employees generally became eligible for participation in the Plan upon completion of three months of service, as defined in the Plan, and participated in allocations of employer matching contributions under the Plan after completion of one year of service. Effective January 1, 2003, the Plan was amended such that full- time employees become eligible to participate in the Plan after completion of six months of service and part-time employees become eligible to participate in the Plan after one year and completion of 1,000 hours of service. Also, effective January 1, 2003, the Plan was amended to reduce the service requirement for full-time employees to become eligible for Company matching contributions from one year to six months except for certain collectively bargained employees. Prior to July 1, 2003, each eligible employee was able to direct the Company to make contributions to the Plan of any whole percentage from 1% through 17% of their eligible compensation, subject to certain limits imposed by the Code. Effective July 1, 2003, the Plan was amended to increase the maximum amount of eligible compensation that may be deferred from 17% to 50%, subject to certain limits imposed by the Code. Effective January 1, 2003, the Plan was amended to increase the employer matching contribution rate so that the Company matches 100% of the participant's contribution up to 6% of the participant's eligible compensation for such payroll period except for certain collectively bargained employees. 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. Amounts contributed by the Company which are forfeited by participants as a result of the participants' separation from service prior to becoming 100% vested 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 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 for the year ended December 31, 2003 amounted to $58,720. -4- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 and 2002 (Continued) -------------------------------------------------------------------------------- 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/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, an annuity, installments over a period of time, any combination of the foregoing or a rollover into another qualified plan. On October 28, 2002, the Plan was amended to eliminate annuity forms of payment, effective February 28, 2003. 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. Rollovers of Assets from Merged Plans ------------------------------------- On February 26, 2003, the Compensation Committee of the Board of Directors of the Company resolved to merge the Comcast Cable Communications Holdings, Inc. Long Term Savings Plan ("CCCHI Plan") with and into the Plan (the "Merger"). Effective July 1, 2003, the assets and liabilities of the CCCHI Plan became assets and liabilities of the Plan. The transfer is included in the accompanying statement of changes in net assets available for benefits in "Rollovers from merged plans" and approximated $931.1 million. Removal and Appointment of Trustee ---------------------------------- Effective July 1, 2003, Putnam Fiduciary Trust Company was removed as Trustee of the Plan and Fidelity Management Trust Company was appointed Trustee of the Plan. Concurrent with the change in Trustee, several mutual funds previously provided as investment options under the Plan were eliminated and several new mutual funds with similar investment strategies were added. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are presented using the accrual basis of accounting. Contributions receivable represent amounts due to the Plan relating to December 26, 2003 participant and employer matching contributions not remitted to the Plan until subsequent to year-end. Investments in mutual funds, the AT&T Stock Fund and the Comcast Corporation Stock Fund are carried at fair value. Fair value is determined by the last sale or closing price as of the last trading day of the Plan year for investments in securities traded on a securities exchange or the Nasdaq National Market. Investment contracts, which are included in the Comcast Stable Value Fund, are fully benefit-responsive and are carried at contract value. Contract value represents contributions made, plus interest at the contract rate and transfers, less distributions. Loans receivable from participants are valued at cost which approximates fair value. 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. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. -5- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 and 2002 (Continued) -------------------------------------------------------------------------------- 3. INVESTMENTS The Plan's investments are held by a trust fund and are presented in the following table (dollars in thousands, units/shares rounded to nearest whole unit or share). December 31, 2003 ----------------------------------------- Number of Units/Shares Amount ------------- ------------- Mutual Funds (at fair value) Ariel Fund 744,852 units $33,608 Dodge and Cox Balanced Fund 901,603 units 65,853 Fidelity Blue Chip Growth Fund 3,905,384 units 154,770* Fidelity Brokeragelink 3,662,169 units 3,662 Fidelity Diversified International Fund 2,428,392 units 58,573 Fidelity Freedom 2010 Fund 1,392,631 units 18,132 Fidelity Freedom 2020 Fund 3,197,244 units 41,628 Fidelity Freedom 2030 Fund 2,539,055 units 32,881 Fidelity Freedom 2040 Fund 977,963 units 7,393 Fidelity Freedom Income Fund 173,331 units 1,922 Fidelity Small Cap Stock Fund 2,720,886 units 46,527 Fidelity US Bond Index Fund 1,510,709 units 16,905 Pimco Total Return Institutional Fund 2,456,841 units 26,313 Spartan International Index Fund 63,740 units 1,738 Spartan US Equity Index Fund 3,221,656 units 126,965* Templeton World Fund, Class A 776,094 units 13,093 Vanguard SM Cap Index Fund 716,036 units 16,182 Vanguard Total Stock Market Index Fund 271,705 units 7,062 Vanguard Windsor II Fund 1,098,879 units 51,669 ------------- 724,876 ------------- AT&T Stock Fund 1,818,547 units 36,917 ------------- Comcast Corporation Stock Fund (at fair value) Class A Common Stock 5,095,742 shares 167,089* Class A Special Common Stock 2,781,533 shares 87,034* ------------- 254,123 ------------- Comcast Stable Value Fund (at contract value) Fidelity Stable Value Fund 10,453,878 units 10,454 Putnam Stable Value Fund 47,072,624 units 47,073 Other Investment Contracts 373,987,558 units 373,987* ------------- 431,514 ------------- $1,447,430 ============= -6- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 and 2002 (Continued) -------------------------------------------------------------------------------- December 31, 2002 ----------------------------------------- Number of Units/Shares Amount ------------------ ------------ Mutual Funds (at fair value) Ariel Fund 38,007 units $ 1,339 Dodge and Cox Balanced Fund 718,694 units 43,661 Harbor Capital Appreciation Fund 265,340 units 5,362 Pimco Total Return Institutional Fund 388,826 units 4,149 Putnam International Growth Fund 867,061 units 14,324 Putnam Investors Fund 3,164,264 units 28,194 Putnam New Opportunities Fund 510,851 units 14,907 Putnam S&P 500 Index Fund 926,450 units 20,048 Vanguard Windsor II Fund 833,888 units 17,345 ------------ 149,329 ------------ Comcast Corporation Stock Fund (at fair value) Class A Common Stock 113,752 shares 2,681 Class A Special Common Stock 3,260,388 shares 73,652 ------------ 76,333 ------------ Comcast Stable Value Fund (at contract value) Other investment contracts 5,671,416 units 5,672 The Putnam Stable Value Fund 68,358,333 units 68,358 ------------ 74,030 ------------ $299,692 ============ * Represents greater than 5% of the Plan's net assets at December 31, 2003. During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows (in thousands): Mutual Funds $100,453 Common Stock 44,376 -------- $144,829 -------- The fair value of assets included in the Comcast Stable Value Fund was $437,345,000 and $74,200,000 as of December 31, 2003 and 2002, respectively. The average yield of investment contracts held as of December 31, 2003 and 2002 was 4.27% and 4.82%, respectively. The average yield on investment contracts for the year ended December 31, 2003 was 4.04%. 4. 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 prime rate plus 1% on the date the loan application is approved. In connection with the Merger, outstanding participant loans of the CCCHI Plan totaling approximately $40.3 million were transferred into the Plan and are included in "Rollovers from merged -7- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 and 2002 (Continued) -------------------------------------------------------------------------------- plans" on the statement of changes in net assets available for benefits (see Note 1). Principal and interest are paid through payroll deductions or participant initiated payments. Interest rates ranged from 4.25% to 11.50% and 5.25% to 11% for the years ended December 31, 2003 and 2002, respectively. Maturities on active outstanding loans ranged from 2004 to 2024 and 2002 to 2026 for the year ended December 31, 2003 and 2002, respectively. Loan transactions are treated as a transfer from (to) the investment fund to (from) the participant loan fund. 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 for 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 pre-January 1, 2001 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. 5. 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. 6. FEDERAL TAX CONSIDERATIONS a. Income Tax Status of the Plan - The Plan received a determination letter dated December 19, 1995 in which the IRS stated that the Plan, as amended and restated effective January 1, 1993, is qualified and that the trust established under the Plan is tax-exempt. The Plan has been amended since receiving the determination letter (see Note 1). A request for an updated determination letter, which considers the 2002 amendments, was filed with the IRS on February 27, 2002. On March 14, 2003, the Plan received a favorable determination letter with respect to the Company's request indicating that the form of the Plan as amended and restated, effective January 1, 1997 satisfies the applicable requirements of the Code and the form of the related trust satisfies the applicable requirements for exemption from federal income tax under the Code. On September 10, 2003 a request for an updated determination letter, which considers the 2003 amendments, was filed with the IRS. The company believes that the Plan continues to comply in form and operation with the applicable requirements of the Code. Therefore, the company believes that the Plan was qualified and the related trust was tax-exempt as of December 31, 2003. 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. 7. ACQUISITION OF BROADBAND On November 18, 2002, the Company completed the acquisition of AT&T Corp.'s broadband division ("Broadband") which resulted in the combination of Comcast Holdings and Broadband. Concurrent with the closing of the Broadband acquisition, shareholders of Comcast Holdings received shares of Comcast common stock in exchange for corresponding shares of Comcast Holdings common stock based on an exchange ratio of 1 to 1 (the "Reorganization"). Upon completion of the Broadband acquisition and the Reorganization, Comcast Holdings and Broadband are wholly owned subsidiaries of Comcast, with Comcast Holdings as the predecessor to Comcast. -8- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2003 ------------------------------------------------------------------------------------------------------------ FEIN #27-0000798 PLAN #001 Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Lessor Rate of Interest, Par or or Similar Party Maturity Value ------------------------------------------------------ ----------------------------------------------- Fair or Current Value ---------------- ($ in thousands) Mutual Funds (at fair value) Ariel Fund 744,852 units $33,608 Dodge and Cox Balanced Fund 901,603 units 65,853 Fidelity Blue Chip Growth Fund 3,905,384 units 154,770 Fidelity Brokeragelink 3,662,169 units 3,662 Fidelity Diversified International Fund 2,428,392 units 58,573 Fidelity Freedom 2010 Fund 1,392,631 units 18,132 Fidelity Freedom 2020 Fund 3,197,244 units 41,628 Fidelity Freedom 2030 Fund 2,539,055 units 32,881 Fidelity Freedom 2040 Fund 977,963 units 7,393 Fidelity Freedom Income Fund 173,331 units 1,922 Fidelity Small Cap Stock Fund 2,720,886 units 46,527 Fidelity US Bond Index Fund 1,510,709 units 16,905 Pimco Total Return Institutional Fund 2,456,841 units 26,313 Spartan International Index Fund 63,740 units 1,738 Spartan US Equity Index Fund 3,221,656 units 126,965 Templeton World Fund, Class A 776,094 units 13,093 Vanguard SM Cap Index Fund 716,036 units 16,182 Vanguard Total Stock Market Index Fund 271,705 units 7,062 Vanguard Windsor II Fund 1,098,879 units 51,669 ---------------- 724,876 ---------------- AT&T Stock Fund 1,818,547 units 36,917 ---------------- Comcast Corporation Stock Fund (at fair value)* Class A Common Stock 5,095,742 shares 167,089 Class A Special Common Stock 2,781,533 shares 87,034 ---------------- 254,123 ---------------- Comcast Stable Value Fund (at contract value) Fidelity Stable Value Fund; 1.00% 10,453,878 units 10,454 Putnam Stable Value Fund; 4.22% 47,072,624 units 47,073 ---------------- 57,527 ---------------- Traditional Investment Contracts Travelers Life & Annuity; 03/01/07 Maturity; 4.22% 3,779,035 units 3,779 Business Men's Assurance Company; 08/31/04 Maturity; 7.14% 1,857,841 units 1,858 Canada Life Insurance 06/01/07 Maturity; 4.84% 3,268,187 units 3,268 John Hancock Life Insurance Company; 03/01/06 Maturity; 5.64% 1,467,359 units 1,467 -9- COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN ---------------------------------------------- SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2003 ------------------------------------------------------------------------------------------------------------ FEIN #27-0000798 PLAN #001 Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Lessor Rate of Interest, Par or or Similar Party Maturity Value ------------------------------------------------------ ----------------------------------------------- Fair or Current Value ---------------- ($ in thousands) John Hancock Life Insurance Company; 04/01/05 Maturity; 5.54% 3,090,785 units 3,091 Principal Life Insurance Company; 07/01/04 Maturity; 5.82% 1,811,812 units 1,812 Protective Life Insurance Company; 11/01/04 Maturity; 7.07% 1,575,841 units 1,576 Protective Life Insurance Company; 05/02/05 Maturity; 5.58% 1,879,040 units 1,879 Prudential Financial; 11/12/04 Maturity; 6.99% 2,692,930 units 2,693 Prudential Financial; 08/01/07 Maturity; 4.48% 3,171,245 units 3,171 AIG SunAmerica; 06/30/04 Maturity; 6.88% 1,377,483 units 1,377 ---------------- 25,971 ---------------- Security-Backed Investment Contracts Bank of America; 4.24% 87,004,000 units 87,004 JPMorgan Chase Bank; 4.24% 87,004,000 units 87,004 Rabobank Netherland; 4.24% 87,004,000 units 87,004 State Street Bank & Trust Company; 4.24% 87,004,000 units 87,004 ---------------- 348,016 ---------------- 431,514 ---------------- Participant Loan Fund (at cost, which approximates fair value) (interest rates from 4.25% to 11.50%; maturities from 2004 to 2024) 50,518 ---------------- $1,497,948 ================ * Represents a party-in-interest to the Plan. -10- 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 23, 2004 appearing in this Annual Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan for the year ended December 31, 2003. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 23, 2004 -11- 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 June 28, 2004 By: /s/ Lawrence J. Salva ------------------------------ Lawrence J. Salva Senior Vice President and Controller -12-