Comcast 2011 Annual Report Download - page 38

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We face risks relating to doing business internationally that could adversely affect our businesses.
Our operation of businesses worldwide increased substantially as a result of the NBCUniversal transaction.
There are risks inherent in doing business internationally, including the current European debt crisis and other
global financial market turmoil, economic volatility and the global economic slowdown, currency exchange
rate fluctuations and inflationary pressures, the requirements of local laws and customs relating to the pub-
lication and distribution of content and the display and sale of advertising, import or export restrictions and
changes in trade regulations, difficulties in developing, staffing and managing foreign operations, issues
related to occupational safety and adherence to diverse local labor laws and regulations and potentially
adverse tax developments. In addition, doing business internationally is subject to risks relating to political or
social unrest, corruption and government regulation, including U.S. laws such as the Foreign Corrupt Practi-
ces Act that impose stringent requirements on how we conduct our foreign operations. If these risks come to
pass, our businesses may be adversely affected.
Our Class B common stock has substantial voting rights and separate approval rights over several
potentially material transactions, and our Chairman and CEO has considerable influence over our
company through his beneficial ownership of our Class B common stock.
Our Class B common stock has a nondilutable 33
1
⁄
3
% of the combined voting power of our Class A and
Class B common stock. This nondilutable voting power is subject to proportional decrease to the extent the
number of shares of Class B common stock is reduced below 9,444,375, which was the number of shares of
Class B common stock outstanding on the date of our 2002 acquisition of AT&T Corp.’s cable business,
subject to adjustment in specified situations. Stock dividends payable on the Class B common stock in the
form of Class B or Class A Special common stock do not decrease the nondilutable voting power of the
Class B common stock. The Class B common stock also has separate approval rights over several potentially
material transactions, even if they are approved by our Board of Directors or by our other shareholders and
even if they might be in the best interests of our other shareholders. These potentially material transactions
include mergers or consolidations involving Comcast Corporation, transactions (such as a sale of all or sub-
stantially all of our assets) or issuances of securities that require shareholder approval, transactions that result
in any person or group owning shares representing more than 10% of the combined voting power of the
resulting or surviving corporation, issuances of Class B common stock or securities exercisable or convertible
into Class B common stock, and amendments to our articles of incorporation or by-laws that would limit the
rights of holders of our Class B common stock. Brian L. Roberts, our Chairman and CEO, beneficially
owns all of the outstanding shares of our Class B common stock and, accordingly, has considerable influ-
ence over our company and the ability (subject to certain restrictions through November 17, 2012) to transfer
potential effective control by selling the Class B common stock.
Comcast 2011 Annual Report on Form 10-K 36