DIRECTV 2011 Annual Report Download - page 111

DIRECTV
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)
Estimated Future Benefit Payments 50,000,000 shares authorized. As of December 31, 2011, there were no shares
outstanding of the Class B common stock or preferred stock.
We expect the following benefit payments, which reflect expected future
service, as appropriate, to be paid by the plans during the years ending Following completion of the Liberty Transaction in November 2009,
December 31: DIRECTV had two classes of common stock outstanding: Class A common stock
and Class B common stock. As discussed in more detail below, in April 2010, we
Estimated Future Benefit entered into an agreement with the Malones, under which they exchanged
Payments 21.8 million shares of Class B common stock, which was all of the outstanding
Other
Pension Postretirement Class B shares, for Class A common stock. The DIRECTV Class A common stock
Benefits Benefits is entitled to one vote per share and trades on the NASDAQ Global Select Market,
(Dollars in Millions) or NASDAQ, under the ticker ‘‘DTV’’. DIRECTV Group common stock has been
2012 .................................... $ 44 $ 2 delisted and no longer trades on NASDAQ. The DIRECTV Class B common
2013 .................................... 47 2 stock was entitled to fifteen votes per common share and was not listed on any
2014 .................................... 49 2 stock exchange or automated dealer quotation system.
2015 .................................... 45 2
2016 .................................... 47 2 Malone Transaction
2017-2021 ................................ 260 11
In April 2010, we entered into an agreement with the Malones, under which
We maintain 401(k) plans for qualified employees. We match a portion of our they exchanged 21.8 million shares of high-vote Class B common stock, which was
employee contributions and our match amounted to $28 million in 2011, all of the outstanding Class B shares, for 26.5 million shares of Class A common
$23 million in 2010 and $16 million in 2009. stock, resulting in the reduction of the Malones’ voting interest in DIRECTV from
approximately 24% to approximately 3%. The number of Class A shares issued was
We have disclosed certain amounts associated with estimated future
determined as follows: one share of Class A common stock for each share of
postretirement benefits other than pensions and characterized such amounts as
Class B common stock held, plus an additional number of Class A shares with a
‘‘other postretirement benefit obligation.’’ Notwithstanding the recording of such
fair value of $160 million based on the then current market price of the Class A
amounts and the use of these terms, we do not admit or otherwise acknowledge
common stock. We accounted for the common stock exchange pursuant to
that such amounts or existing postretirement benefit plans of our company (other
accounting standards for induced conversions, as described in Note 15 of the Notes
than pensions) represent legally enforceable liabilities of us.
to the Consolidated Financial Statements. There have been no Class B shares
outstanding since the completion of the Malone Transaction on June 16, 2010.
Note 14: Stockholders’ Equity
We accounted for the exchange of DIRECTV Class B common stock into
Capital Stock and Additional Paid-In Capital DIRECTV Class A common stock pursuant to accounting standards for induced
Our certificate of incorporation, as amended in April 2011, provides for the conversions, whereby the $160 million in incremental DIRECTV Class A common
following capital stock: Class A common stock, par value $0.01 per share, stock issued to the former DIRECTV Class B stockholders has been deducted from
3,947,000,000 shares authorized; Class B common stock, par value $0.01 per share, earnings attributable to DIRECTV Class A stockholders for purposes of calculating
3,000,000 shares authorized; and preferred stock, par value $0.01 per share, earnings per share in the Consolidated Statements of Operations. This adjustment
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