US Bank 2011 Annual Report Download - page 101

NOTE 15 Shareholders’ Equity
At December 31, 2011 and 2010, the Company had authority
to issue 4 billion shares of common stock and 50 million
shares of preferred stock. The Company had 1.9 billion shares
of common stock outstanding at December 31, 2011 and
2010, and had 146 million shares reserved for future
issuances, primarily under stock option plans and shares that
may be issued in connection with the Company’s convertible
senior debentures, at December 31, 2011.
The number of shares issued and outstanding and the carrying amount of each outstanding series of the Company’s preferred
stock was as follows:
2011 2010
At December 31
(Dollars in Millions)
Shares
Issued and
Outstanding
Liquidation
Preference Discount
Carrying
Amount
Shares
Issued and
Outstanding
Liquidation
Preference Discount
Carrying
Amount
Series A .......... 12,510 $1,251 $145 $1,106 5,746 $ 575 $145 $ 430
Series B .......... 40,000 1,000 – 1,000 40,000 1,000 – 1,000
Series D .......... 20,000 500 – 500 20,000 500 – 500
Total preferred
stock (a) ..... 72,510 $2,751 $145 $2,606 65,746 $2,075 $145 $1,930
(a) The par value of all shares issued and outstanding at December 31, 2011 and 2010, was $1.00 per share.
During 2010, the Company issued depositary shares
representing an ownership interest in 5,746 shares of Series A
Preferred Stock to investors, in exchange for their portion of
USB Capital IX Income Trust Securities. During 2011, the
Company issued depositary shares representing an ownership
interest in 6,764 shares of Series A Preferred Stock to USB
Capital IX, thereby settling the stock purchase contract
established between the Company and USB Capital IX as part
of the 2006 issuance of USB Capital IX Income Trust
Securities. The preferred shares were issued to USB Capital IX
for the purchase price specified in the stock forward purchase
contract. The Series A Preferred stock has a liquidation
preference of $100,000 per share, no stated maturity and will
not be subject to any sinking fund or other obligation of the
Company. Dividends, if declared, will accrue and be payable
quarterly, in arrears, at a rate per annum equal to the greater
of three-month LIBOR plus 1.02 percent or 3.50 percent. The
Series A Preferred Stock is redeemable at the Company’s
option, subject to prior approval by the Federal Reserve
Board.
During 2006, the Company issued depositary shares
representing an ownership interest in 40,000 shares of Series B
Non-Cumulative Perpetual Preferred Stock with a liquidation
preference of $25,000 per share (the “Series B Preferred
Stock”), and during 2008, the Company issued depositary
shares representing an ownership interest in 20,000 shares of
Series D Non-Cumulative Perpetual Preferred Stock with a
liquidation preference of $25,000 per share (the “Series D
Preferred Stock”). The Series B Preferred Stock and Series D
Preferred Stock have no stated maturity and will not be
subject to any sinking fund or other obligation of the
Company. Dividends, if declared, will accrue and be payable
quarterly, in arrears, at a rate per annum equal to the greater
of three-month LIBOR plus .60 percent, or 3.50 percent on
the Series B Preferred Stock, and 7.875 percent per annum on
the Series D Preferred Stock. Both series are redeemable at the
Company’s option, on or after specific dates, subject to the
prior approval of the Federal Reserve Board.
During 2011, 2010 and 2009, the Company repurchased
shares of its common stock under various authorizations
approved by its Board of Directors. As of December 31, 2011,
the Company had approximately 29 million shares that may
yet be purchased under the current Board of Directors
approved authorization.
The following table summarizes the Company’s common stock repurchased in each of the last three years:
(Dollars and Shares in Millions) Shares Value
2011 ......................................................................................................................... 22 $550
2010 ......................................................................................................................... 1 16
2009 ......................................................................................................................... — 4
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