Comcast 2014 Annual Report Download - page 43

Table of Contents
In addition, our cable networks and broadcast television networks have programming rights agreements of varying scope and
duration with various sports organizations to broadcast and produce sporting events, including certain NFL, NHL, NBA and MLB
games. Labor disputes in these and other sports organizations could have an adverse effect on our businesses.
The loss of key management personnel or popular on-
air and creative talent could have an adverse effect on our
businesses.
We rely on certain key management personnel in the operation of our businesses. While we maintain long-
term and emergency
transition plans for key management personnel and believe we could either identify internal candidates or attract outside candidates
to fill any vacancy created by the loss of any key management personnel, the loss of one or more of our key management
personnel could have a negative impact on our businesses. In addition, our cable networks, broadcast television and filmed
entertainment businesses depend on the abilities and expertise of our on-air and creative talent. If we fail to retain our on-
air or
creative talent, if the costs to retain such talent increase materially, if we need to make significant termination payments, or if these
individuals lose their current appeal, our businesses could be adversely affected.
We face risks relating to doing business internationally that could adversely affect our businesses.
We, primarily through NBCUniversal, operate our businesses worldwide. There are risks inherent in doing business internationally,
including 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 publication 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
Practices Act that impose stringent requirements on how we conduct our foreign operations. If any of these events occur, 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 /
% 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.
Comcast 2014 Annual Report on Form 10
-
K
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