Comcast 2013 Annual Report Download - page 44

Table of Contents
the Foreign Corrupt Practices Act that impose stringent requirements on how we conduct our foreign operations. If these risks
occur, our businesses may be adversely affected.
Acquisitions and other strategic transactions present many risks, and we may not realize the financial and strategic goals
that were contemplated at the time of any transaction.
From time to time we make acquisitions and investments and enter into other strategic transactions. In connection with such
acquisitions and strategic transactions, we may incur unanticipated expenses, fail to realize anticipated benefits, have difficulty
incorporating the acquired businesses, disrupt relationships with current and new employees, customers and vendors, incur
significant debt, or have to delay or not proceed with announced transactions. The occurrence of any of these events could have an
adverse effect on our businesses.
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 /
% 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 substantially 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 influence over our company and the potential ability to transfer effective control by selling
the Class B common stock, which could be at a premium.
39
Comcast 2013 Annual Report on Form 10
-
K
1 3