Berkshire Hathaway 2012 Annual Report Download - page 58

Notes to Consolidated Financial Statements (Continued)
(18) Common stock
Changes in Berkshire’s issued and outstanding common stock during the three years ending December 31, 2012 are shown
in the table below.
Class A, $5 Par Value
(1,650,000 shares authorized)
Class B, $0.0033 Par Value
(3,225,000,000 shares authorized)
Issued Treasury Outstanding Issued Treasury Outstanding
Balance at December 31, 2009 ............ 1,055,281 — 1,055,281 744,701,300 — 744,701,300
Shares issued in the acquisition of BNSF . . . 80,931 — 80,931 20,976,621 — 20,976,621
Conversions of Class A common stock to
Class B common stock and exercises of
replacement stock options issued in a
business acquisition .................. (188,752) — (188,752) 285,312,547 — 285,312,547
Balance at December 31, 2010 ............ 947,460 — 947,460 1,050,990,468 — 1,050,990,468
Shares issued to acquire noncontrolling
interests of Wesco Financial
Corporation ......................... — — — 3,253,472 — 3,253,472
Conversions of Class A common stock to
Class B common stock and exercises of
replacement stock options issued in a
business acquisition .................. (9,118) — (9,118) 15,401,421 — 15,401,421
Treasury shares acquired ................ — (98) (98) — (801,985) (801,985)
Balance at December 31, 2011 ............ 938,342 (98) 938,244 1,069,645,361 (801,985) 1,068,843,376
Conversions of Class A common stock to
Class B common stock and exercises of
replacement stock options issued in a
business acquisition .................. (33,814) — (33,814) 53,748,595 — 53,748,595
Treasury shares acquired ................ — (9,475) (9,475) — (606,499) (606,499)
Balance at December 31, 2012 ............ 904,528 (9,573) 894,955 1,123,393,956 (1,408,484) 1,121,985,472
Each Class A common share is entitled to one vote per share. Class B common stock possesses dividend and distribution
rights equal to one-fifteen-hundredth (1/1,500) of such rights of Class A common stock. Each Class B common share possesses
voting rights equivalent to one-ten-thousandth (1/10,000) of the voting rights of a Class A share. Unless otherwise required
under Delaware General Corporation Law, Class A and Class B common shares vote as a single class. Each share of Class A
common stock is convertible, at the option of the holder, into 1,500 shares of Class B common stock. Class B common stock is
not convertible into Class A common stock. On an equivalent Class A common stock basis, there were 1,642,945 shares
outstanding as of December 31, 2012 and 1,650,806 shares outstanding as of December 31, 2011. In addition to our common
stock, 1,000,000 shares of preferred stock are authorized, but none are issued and outstanding.
In September 2011, Berkshire’s Board of Directors (“Berkshire’s Board”) approved a common stock repurchase program
under which Berkshire may repurchase its Class A and Class B shares at prices no higher than a 10% premium over the book value
of the shares. In December 2012, Berkshire’s Board amended the repurchase program by raising the price limit to no higher than a
20% premium over book value. Berkshire may repurchase shares in the open market or through privately negotiated transactions.
Berkshire’s Board authorization does not specify a maximum number of shares to be repurchased. However, repurchases will not
be made if they would reduce Berkshire’s consolidated cash equivalent holdings below $20 billion. The repurchase program is
expected to continue indefinitely and the amount of repurchases will depend entirely upon the level of cash available, the
attractiveness of investment and business opportunities either at hand or on the horizon, and the degree of discount of the market
price relative to management’s estimate of intrinsic value. The repurchase program does not obligate Berkshire to repurchase any
dollar amount or number of Class A or Class B shares. In December 2012, Berkshire repurchased 9,475 Class A shares and
606,499 Class B shares for approximately $1.3 billion through a privately negotiated transaction and market purchases.
56