VRSN » Topics » Note 12. Repurchase of Common Stock

This excerpt taken from the VRSN 10-Q filed Nov 7, 2008.

Note 11. Repurchase of Common Stock

On January 31, 2008, the Board of Directors of VeriSign authorized a stock repurchase program (“2008 Stock Repurchase Program”) having an aggregate purchase price of up to $600.0 million of its common stock. On February 8, 2008, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600.0 million of its common stock under the 2008 Stock Repurchase Program. The Company paid $600.0 million to a financial institution in exchange for an initial purchase of 15.1 million shares. The ASR agreement was completed on July 10, 2008, when the Company received an additional 1.4 million shares for an aggregate of 16.5 million shares under the terms of the ASR agreement. The average price per share paid by the Company on the ASR agreement was $36.33. On August 5, 2008, the Company’s Board of Directors authorized additional stock repurchases under its 2008 Stock Repurchase Program having an aggregate purchase price of up to $680.0 million of the Company’s common stock. As of September 30, 2008, $680.0 million remained available for further repurchases under the 2008 Stock Repurchase Program.

In 2006, the Board of Directors authorized a stock repurchase program (“2006 Stock Repurchase Program”) with no expiration date to repurchase up to $1.0 billion of its common stock. In July 2008, the Company repurchased approximately 3.5 million shares of its common stock at an average stock price of $34.38 per share for an aggregate cost of $120.0 million under the 2006 Stock Repurchase Program. During the first quarter of 2008, the Company repurchased approximately 15.9 million shares of its common stock at an average stock price of $33.85 per share for an aggregate cost of $544.7 million under the 2006 Stock Repurchase Program. Since inception of the 2006 Stock Repurchase Program, the Company has repurchased approximately 20.1 million shares at an average stock price of $33.79 per share for an aggregate cost of $680.0 million. As of September 30, 2008, $320.0 million remained available for further repurchases under the 2006 Stock Repurchase Program.

In aggregate, as of November 7, 2008, $1.0 billion is available for repurchase of the Company’s common stock under the Company’s stock repurchase programs.

 

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This excerpt taken from the VRSN 10-Q filed Aug 8, 2008.

Note 11. Repurchase of Common Stock

On January 31, 2008, the Board of Directors of VeriSign authorized a stock repurchase program (“2008 Stock Repurchase Program”) having an aggregate purchase price of up to $600.0 million of its common stock.

 

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On February 8, 2008, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600.0 million of its common stock under the 2008 Stock Repurchase Program. The Company paid $600.0 million to a financial institution in exchange for an initial purchase of 15.1 million shares. The ASR agreement was completed on July 10, 2008, when the Company received an additional 1.4 million shares for an aggregate of 16.5 million shares under the terms of the agreement. The average price per share paid by the Company on the ASR agreement was $36.33.

In 2006, the Board of Directors authorized a stock repurchase program (“2006 Stock Repurchase Program”) with no expiration date to repurchase up to $1.0 billion of its common stock. During the second quarter of 2008, the Company did not repurchase any shares under the 2006 Stock Repurchase Program. During the first quarter of 2008, the Company repurchased approximately 15.9 million shares of its common stock for an aggregate cost of $544.7 million under the 2006 Stock Repurchase Program. In July 2008, the Company repurchased approximately 3.5 million shares of its common stock at an average stock price of $34.38 per share for an aggregate of $120.0 million pursuant to a stock repurchase agreement with a financial institution under the 2006 Stock Repurchase Program. As of August 8, 2008, approximately $320.0 million is available under the 2006 Stock Repurchase Program.

This excerpt taken from the VRSN 10-Q filed May 12, 2008.

Note 11. Repurchase of Common Stock

On January 31, 2008, the Board of Directors of VeriSign authorized a stock repurchase program (“2008 Stock Repurchase Program”) having an aggregate purchase price of up to $600.0 million of its common stock.

On February 8, 2008, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600.0 million of its common stock under the 2008 Stock Repurchase Program. The Company paid $600.0 million to a financial institution in exchange for an initial purchase of 15.1 million shares. The final number of shares that the Company may repurchase pursuant to the ASR will not be known until conclusion of the transaction, which is expected to occur no later than the Company’s third quarter of 2008, but the number of shares will not be less than the 15.1 million shares delivered to date. The price per share to be paid by the Company will be determined by reference to the volume weighted average price per share during the repurchase period, subject to a cap. The ASR agreement includes the option to settle the contract in cash or shares of the Company’s common stock and, accordingly, the contract is classified in Stockholders’ equity.

In 2006, the Board of Directors authorized a stock repurchase program (“2006 Stock Repurchase Program”) with no expiration date to repurchase up to $1.0 billion of its common stock. During the three months ended March 31, 2008, the Company repurchased approximately 15.9 million shares of its common stock for an aggregate cost of $544.7 million under the 2006 Stock Repurchase Program. As of March 31, 2008, approximately $440.0 million is available under the 2006 Stock Repurchase Program.

This excerpt taken from the VRSN 10-Q filed Nov 5, 2007.

Note 12. Repurchase of Common Stock

On May 16, 2006, the Board of Directors of VeriSign authorized a new stock repurchase program (“2006 stock repurchase program”) to repurchase up to $1.0 billion of VeriSign’s common stock on the open market, or in negotiated or block trades. As of September 30, 2007, the Company has approximately $984.7 million available under the 2006 stock repurchase program.

On August 7, 2007, the Board of Directors of VeriSign authorized the use of the net proceeds from the issuance of the convertible debentures as described in Note 10, “Junior Subordinated Convertible Debentures,” to repurchase shares of its common stock in addition to the previously approved 2006 stock repurchase program.

During the three months ended September 30, 2007, the Company used proceeds from the issuance of the convertible debentures to repurchase 12.2 million shares of its common stock for an aggregate of approximately $350.0 million. Additionally, the Company entered into a $600.0 million Accelerated Share Repurchase (“ASR”) agreement and a $200.0 million Guaranteed Share Repurchase (“GSR”) agreement with two independent financial institutions. These agreements have been accounted for under EITF No. 99-7, “Accounting for an Accelerated Share Repurchase Program” and EITF 00-19.

Under the terms of the ASR agreement, the actual purchase price per share of the common stock repurchased under the agreement is determined and adjusted based on a discount to the volume-weighted average price of the common stock during a period following the execution of the ASR Agreement. The exact number of shares repurchased pursuant to the accelerated share repurchase program is determined based on such adjusted price. The counterparty to the agreement may buy or sell the common stock in the secondary market to hedge its position. On August 20, 2007, 12.9 million shares of the Company’s common stock were delivered to the Company, and the Company expects to receive delivery of up to 6.6 million additional shares of its common stock no later than December 2007.

Under the terms of the GSR agreement, on September 26, 2007, 6.3 million shares of the Company’s common stock were settled and delivered to the Company.

This excerpt taken from the VRSN 10-Q filed Jul 12, 2007.

Note 17. Repurchase of Common Stock

To facilitate the stock repurchase program, designed to return value to the stockholders and minimize dilution from stock issuances, VeriSign repurchases shares in the open market and from time to time enters into structured stock repurchase agreements with third parties.

In 2001, VeriSign and the Board of Directors authorized the repurchase of up to $350 million of the Company’s common stock in open market, negotiated or block transactions. This stock repurchase program was completed in the third quarter of 2005. In 2005, the Board of Directors of VeriSign authorized a new stock repurchase program to repurchase up to $500 million of the Company’s common stock in open market,

 

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negotiated or block transactions. This stock repurchase was completed in the second quarter of 2006. On May 16, 2006, the Board of Directors of VeriSign authorized a new $1 billion stock repurchase program to purchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades. As of June 30, 2006, the Company has approximately $984.7 million available under the 2006 stock repurchase program.

The following table sets forth the stock purchases made under the stock repurchase programs during the three and six months ended June 30, 2006 and 2005:

 

     June 30,
2006
   June 30,
2005
     (In thousands)

Three months ended:

     

Shares repurchased

     2,769      1,553

Aggregate purchase price

   $ 60,000    $ 42,432

Six months ended:

     

Shares repurchased

     6,416      1,553

Aggregate purchase price

   $ 135,000    $ 42,432

During the six months ended June 30, 2006, VeriSign settled its $250 million and $75 million Accelerated Share Repurchase (“ASR”) agreements. As a result of settling the respective ASR agreements, VeriSign received an additional 482,459 shares and 10,609 shares of its common stock.

During the three months ended June 30, 2006, VeriSign entered into a new $60.0 million ASR agreement to purchase approximately 2.8 million shares of its common stock at a price per share of approximately $21.75. On July 25, 2006, VeriSign settled this ASR and received an additional 7,338 shares of its common stock.

This excerpt taken from the VRSN 10-Q filed Jul 12, 2007.

Note 17. Repurchase of Common Stock

To facilitate the stock repurchase program, designed to return value to the stockholders and minimize dilution from stock issuances, VeriSign repurchases shares in the open market and from time to time enters into structured stock repurchase agreements with third parties.

 

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VERISIGN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

In 2001, VeriSign and the Board of Directors authorized the repurchase of up to $350 million of the Company’s common stock in open market, negotiated or block transactions. This stock repurchase program was completed in the third quarter of 2005. In 2005, the Board of Directors of VeriSign authorized a new stock repurchase program to repurchase up to $500 million of the Company’s common stock in open market, negotiated or block transactions. This stock repurchase was completed in the second quarter of 2006. On May 16, 2006, the Board of Directors of VeriSign authorized a new $1 billion stock repurchase program to purchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades. As of September 30, 2006, the Company has approximately $984.6 million available under the 2006 stock repurchase program.

The following table sets forth the stock purchases made under the stock repurchase program during the three and nine months ended September 30, 2006 and 2005:

 

    

September 30,

2006

  

September 30,

2005

     (In thousands)

Three months ended:

     

Shares repurchased

     7      8,579

Aggregate purchase price

   $ 136    $ 214,387

Nine months ended:

     

Shares repurchased

     6,423      10,132

Aggregate purchase price

   $ 135,136    $ 256,819

During the nine months ended September 30, 2006, VeriSign settled its $250 million and $75 million Accelerated Share Repurchase (“ASR”) agreements. As a result of settling the respective ASR agreements, VeriSign received an additional 482,459 shares and 10,609 shares of its common stock.

During the nine months ended September 30, 2006, VeriSign entered into a new $60.0 million ASR agreement to purchase approximately 2.8 million shares of its common stock at a price per share of approximately $21.75. On July 25, 2006, VeriSign settled this ASR and received an additional 7,338 shares of its common stock.

This excerpt taken from the VRSN 10-Q filed May 10, 2006.

Note 14. Repurchase of Common Stock

2005 Stock Repurchase Program

On August 2, 2005, the Board of Directors of VeriSign authorized a $500 million stock repurchase program to purchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades.

During the three months ended March 31, 2006, VeriSign settled its $250 million Accelerated Share Repurchase (“ASR”) agreement executed in the fourth quarter of 2005. As a result of settling the ASR, VeriSign received an additional 482,459 shares of its common stock.

During the three months ended March 31, 2006, VeriSign entered into a new $75.0 million ASR agreement to purchase approximately 3.2 million shares of its common stock at a price per share of approximately $23.70.

The following table sets forth the stock purchases made under the 2005 stock repurchase program during the three months ended March 31, 2006.

 

     2006  
    

(In thousands,

except per share data)

 

Three months ended:

  

Shares repurchased

     3,647  

Average purchase price per share

   $ 23.50 (1)

Aggregate purchase price

   $ 75,000  

(1) Based on volume weighted average prices of repurchases.

At March 31, 2006, approximately $44.7 million remained available for future repurchases under the 2005 stock repurchase program.

2001 Stock Repurchase Program

In 2001, the Board of Directors of VeriSign authorized the use of up to $350 million to repurchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades. During the three months ended March 31, 2005, no shares were repurchased.

VeriSign completed the 2001 stock repurchase program during the third quarter of 2005.

This excerpt taken from the VRSN 10-Q filed Nov 9, 2005.

Note 16. Repurchase of Common Stock

 

2005 Stock Repurchase Program

 

On August 2, 2005, the Board of Directors of VeriSign authorized a $500 million stock repurchase program to purchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades. The following table sets forth the stock purchases made under this program during the three months ended September 30, 2005.

 

     2005

     (In thousands,
except per share data)

Three months ended:

      

Shares repurchased

     3,810

Average purchase price per share

   $ 23.56

Aggregate purchase price

   $ 89,778

 

At September 30, 2005, approximately $410.2 million remained available for future repurchases under the 2005 stock repurchase program.

 

2001 Stock Repurchase Program

 

In 2001, the Board of Directors of VeriSign authorized the use of up to $350 million to repurchase shares of VeriSign’s common stock on the open market, or in negotiated or block trades. The following table sets forth the stock purchases made during the three and nine months ended September 30, 2005 and 2004.

 

                 2005            

               2004            

     (In thousands,
except per share data)

Three months ended:

             

Shares repurchased

     4,769      2,057

Average purchase price

   $ 26.13    $ 16.99

Aggregate purchase price

   $ 124,609    $ 34,937

Nine months ended:

             

Shares repurchased

     6,322      2,057

Average purchase price

   $ 26.42    $ 16.99

Aggregate purchase price

   $ 167,041    $ 34,937

 

VeriSign completed its 2001 stock repurchase program during the third quarter of 2005.

 

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