US Bank 2003 Annual Report Download - page 90

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The following table is a summary of the Trust Preferred Securities as of December 31, 2003:
Trust
Preferred
Issuance Securities Debentures Rate Maturity Redemption
Issuance Trust (Dollars in Millions) Date Amount (a) Amount Type (b) Rate Date Date (c)
Retail
USB Capital V ***************** December 2001 $300 $309 Fixed 7.25% December 2031 December 7, 2006
USB Capital IV ***************** November 2001 500 515 Fixed 7.35 November 2031 November 1, 2006
USB Capital III ***************** May 2001 700 722 Fixed 7.75 May 2031 May 4, 2006
Institutional
Star Capital I******************* June 1997 150 155 Variable 1.94(d) June 2027 June 15, 2007
Mercantile Capital Trust I ******** February 1997 150 155 Variable 2.01(e) February 2027 February 1, 2007
USB Capital I ****************** December 1996 300 309 Fixed 8.27 December 2026 December 15, 2006
Firstar Capital Trust I************ December 1996 150 155 Fixed 8.32 December 2026 December 15, 2006
FBS Capital I ****************** November 1996 300 309 Fixed 8.09 November 2026 November 15, 2006
(a) Company-obligated Mandatorily Redeemable Securities of Subsidiary Trusts which are designated in hedging relationships at December 31, 2003, are recorded on the balance
sheet at fair value. Carrying value includes a fair value adjustment of $56 million related to hedges on certain retail and institutional obligated trust securities, as well as
unamortized issuance costs of $(5) million.
(b) The variable-rate Trust Preferred Securities reprice quarterly.
(c) Earliest date of redemption.
(d) Three-month LIBOR +76.5 basis points
(e) Three-month LIBOR +85.0 basis points
On April 1, 2003, USB Capital II, a subsidiary Refer to Note 2 with respect to the potential impact of
company of U.S. Bancorp, redeemed 100 percent, or the adoption of FIN 46 relative to Trust Preferred
$350 million of its 7.20 percent Trust Preferred Securities. Securities.
On May 2, 2003, USB Capital II was legally dissolved.
Shareholders’ Equity
At December 31, 2003 and 2002, the Company had Board may amend the plan or redeem the rights for a
authority to issue 4 billion shares of common stock and nominal amount in order to permit the acquisition to be
10 million shares of preferred stock. The Company had completed without interference from the plan. Until a right
1,922.9 million and 1,917.0 million shares of common is exercised, the holder of a right has no rights as a
stock outstanding at December 31, 2003 and 2002, shareholder of the Company. The rights expire on
respectively. At December 31, 2003, the Company had February 27, 2011.
208.0 million shares of common stock reserved for future On July 17, 2001, the Company’s Board of Directors
issuances, primarily under stock option plans. authorized the repurchase of up to 56.4 million shares of
The Company has a preferred share purchase rights the Company’s common stock to replace shares issued in
plan intended to preserve the long-term value of the connection with the acquisition of NOVA. During the first
Company by discouraging a hostile takeover of the quarter of 2002, the Company effectively completed the
Company. Under the plan, each share of common stock July 17, 2001 authorization. On December 18, 2001, the
carries a right to purchase one one-thousandth of a share of Board of Directors approved an authorization to repurchase
preferred stock. The rights become exercisable in certain an additional 100 million shares of outstanding common
limited circumstances involving a potential business stock throughout 2003. On December 16, 2003, the Board
combination transaction or an acquisition of shares of the of Directors approved an authorization to repurchase an
Company and are exercisable at a price of $100 per right, additional 150 million shares of outstanding common stock
subject to adjustment. Following certain other events, each during the following 24 months. This repurchase program
right entitles its holder to purchase for $100 an amount of replaced the Company’s December 18, 2001 program.
common stock of the Company, or, in certain The following table summarizes the Company’s common
circumstances, securities of the acquirer, having a then- stock repurchased in each of the last three years:
current market value of twice the exercise price of the right. (Dollars and Shares in Millions) Shares Value
The dilutive effect of the rights on the acquiring company is
2003 ******************************* 15.0 $ 417
intended to encourage it to negotiate with the Company’s 2002 ******************************* 45.3 1,040
Board of Directors prior to attempting a takeover. If the 2001 ******************************* 19.7 468
Board of Directors believes a proposed acquisition is in the
best interests of the Company and its shareholders, the
88 U.S. Bancorp
Note 16