DIRECTV 2012 Annual Report Download - page 109

DIRECTV
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)
under the ticker ‘‘DTV’’ until it was reclassified as common stock pursuant to the approximately $1,719 million remaining under the authorization given by the
amendment in August 2012. The DIRECTV Class B common stock was entitled Board of Directors in 2012. In February 2013 our Board of Directors terminated
to fifteen votes per common share and was not listed on any stock exchange or the remaining balance available under the 2012 authorization and authorized up to
automated dealer quotation system. an additional $4 billion for repurchases of our common stock. The authorizations
allow us to repurchase our common stock from time to time through open market
On August 27, 2012, our certificate of incorporation was amended to purchases and negotiated transactions, or otherwise. The timing, nature and amount
reclassify all issued and outstanding shares of Class A common stock and Class B of such transactions will depend on a variety of factors, including market
common stock into a single class of common stock. Pursuant to this amendment, conditions, and the program may be suspended, discontinued or accelerated at any
our certificate of incorporation provides for the following capital stock: common time. The sources of funds for the purchases under the remaining authorizations are
stock, par value $0.01 per share, 3,950,000,000 shares authorized, and preferred our existing cash on hand, cash from operations and potential additional
stock, par value $0.01 per share, 50,000,000 shares authorized. The DIRECTV borrowings. Purchases are made in the open market, through block trades and other
common stock is entitled to one vote per share and trades on the NASDAQ, under negotiated transactions. Repurchased shares are retired, but remain authorized for
the ticker ‘‘DTV’’. As of December 31, 2012, there were no outstanding shares of registration and issuance in the future.
preferred stock.
The following table sets forth information regarding shares repurchased and
Malone Transaction retired for the years ended December 31:
In April 2010, we entered into an agreement with Dr. John C. Malone and 2012 2011 2010
his family, or the Malones, under which they exchanged 21.8 million shares of (Amounts in Millions,
Except Per Share Amounts)
high-vote Class B common stock, which was all of the outstanding Class B shares,
Total cost of repurchased and retired shares ....... $5,148 $5,455 $5,179
for 26.5 million shares of Class A common stock, resulting in the reduction of the
Average price per share ..................... $48.24 $45.78 $38.20
Malones’ voting interest in DIRECTV from approximately 24% to approximately
Number of shares repurchased and retired ........ 107 119 136
3% on June 16, 2010. The number of Class A shares issued was determined as
follows: one share of Class A common stock for each share of Class B common Of the $5,455 million in repurchases during the year ended December 31,
stock held, plus an additional number of Class A shares with a fair value of 2011, $27 million were paid for in January 2012. Amounts repurchased but settled
$160 million based on the then current market price of the Class A common stock subsequent to the end of such periods are considered non-cash financing activities
at the time of the agreement on April 6, 2010. See Note 16 for additional and are excluded from the Consolidated Statements of Cash Flows.
information regarding the Malone Transaction.
Share Repurchase Program
Since 2006 our Board of Directors has approved multiple authorizations for
the repurchase of our common stock. As of December 31, 2012, we had
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