US Bank 2001 Annual Report Download - page 72

On February 16, 2000, USBM's Board of Directors
Shareholders' Equity
authorized the repurchase of up to $2.5 billion of its
At December 31, 2001 and 2000, the Company had common stock over a two-year period ending March 31,
authority to issue 4 billion and 2 billion shares of common 2002. This USBM repurchase program replaced a program
stock, respectively, and 10 million shares of preferred stock. that was scheduled to expire on March 31, 2000. On
The Company had 1,951.7 million and 1,902.1 million April 11, 2000, Firstar's Board of Directors approved a
shares of common stock outstanding at December 31, 2001 common stock repurchase program of 100 million shares.
and 2000, respectively. At December 31, 2001, the The stock repurchase programs of Firstar and USBM were
Company had 279.1 million shares of common stock rescinded on October 4, 2000, and January 17, 2001,
reserved for future issuances. These shares are primarily respectively, in connection with the planned merger of the
reserved for stock option plans, dividend reinvestment plans formerly separate companies. On July 17, 2001, the
and deferred compensation plans. In connection with the Company's Board of Directors authorized the repurchase of
merger of Firstar and USBM, the number of authorized up to 56.4 million shares of the Company's common stock
common shares for U.S. Bancorp was increased from to replace shares issued in connection with the July 24,
2 billion to 4 billion eÅective February 27, 2001. 2001 acquisition of NOVA Corporation. The stock
Additionally, the par value of the Company's common repurchase authorization will expire on July 23, 2003.
stock was reduced from $1.25 per share to $.01 per share. Under this program the Company has repurchased 19.7
The Company has a Preferred Share Purchase Rights million shares for $467.9 million in 2001. The Company
Plan intended to preserve the long-term value of the had forward contracts to purchase 26.7 million shares
Company by discouraging a hostile takeover of the within this authorization. These contracts were settled in
Company. Under the plan, each share of common stock January of 2002. On December 18, 2001, the Board of
carries a right to purchase one one-thousandth of a share of Directors approved an authorization to repurchase an
preferred stock. The rights become exercisable in certain additional 100 million shares of outstanding common stock
limited circumstances involving a potential business over the following 24 months.
combination transaction or an acquisition of shares of the
The following table summarizes the Company's common
Company and are exercisable at a price of $100 per right,
stock repurchased in each of the last three years:
subject to adjustment. Following certain other events, each
(Dollars and Shares in Millions) Shares Value
right entitles its holder to purchase for $100 an amount of
common stock of the Company, or, in certain 2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 19.7 $ 467.9
2000 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 58.6 1,182.2
circumstances, securities of the acquirer, having a then-
1999 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 44.6 1,187.9
current market value of twice the exercise price of the
right. The dilutive eÅect of the rights on the acquiring USBM oÅered employees and directors an Employee
company is intended to encourage it to negotiate with the Stock Purchase Plan (""ESPP'') that permitted all eligible
Company's Board of Directors prior to attempting a employees with at least one year of service and directors to
takeover. If the Board of Directors believes a proposed purchase common stock. In connection with the merger
acquisition is in the best interests of the Company and its with Firstar, the ESPP was terminated eÅective October 13,
shareholders, the Board may amend the plan or redeem the 2000.
rights for a nominal amount in order to permit the USBM's Dividend Reinvestment Plan providing for
acquisition to be completed without interference from the automatic reinvestment of dividends and optional cash
plan. Until a right is exercised, the holder of a right has no purchases was suspended on November 9, 2000, following
rights as a shareholder of the Company. The rights expire the announcement of the deÑnitive agreement to merge
on February 27, 2011. with Firstar.
The Company issued 57.2 million and 18.2 million
shares of common stock with an aggregate value of
$1.9 billion and $298 million in connection with purchase
acquisitions during 2001 and 2000, respectively.
U.S. Bancorp
Note 15
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