VRSN » Topics » Share Repurchases

This excerpt taken from the VRSN 10-K filed Mar 3, 2009.

Share Repurchases

 

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

 

On January 31, 2008, the Board of Directors of VeriSign authorized the 2008 Stock Repurchase Program with no expiration date having an aggregate purchase price of up to $600.0 million of our common stock (the “2008 Stock Repurchase Program”). On February 8, 2008, we entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600.0 million of our common stock under the 2008 Stock Repurchase Program. We 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 we 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 on the ASR agreement was $36.33. On August 5, 2008, our Board of Directors authorized additional stock repurchases under our 2008 Stock Repurchase Program having an aggregate purchase price of up to $680.0 million of our common stock. As of December 31, 2008, $680.0 million remained available for further repurchases under the 2008 Stock Repurchase Program.

 

On August 7, 2007, the Board of Directors authorized the use of the net proceeds from the issuance of the Convertible Debentures as described in Note 10, “Junior Subordinated Convertible Debentures,” of our Notes to Consolidated Financial Statements in Item 15 of this Form 10-K, to repurchase shares of our common stock.

 

In August 2007, we used the proceeds from the issuance of the Convertible Debentures to repurchase 12.2 million shares of our common stock for an aggregate cost of approximately $350 million. Additionally, we entered into a $200 million Guaranteed Share Repurchase (“GSR”) agreement and a $600 million ASR agreement with two independent financial institutions. Under the terms of the GSR agreement, we received approximately 6.3 million shares of our common stock. Under the terms of the ASR agreement we received approximately 19.5 million shares, of which 12.9 million were settled in the third quarter of 2007 and 6.6 million were settled in the fourth quarter of 2007.

 

In 2006, the Board of Directors authorized the 2006 Stock Repurchase Program with no expiration date to repurchase up to $1.0 billion of our common stock (the “2006 Stock Repurchase Program”). In November 2008, we repurchased approximately 2.7 million shares of our common stock at an average stock price of $18.83 per share for an aggregate cost of $50.0 million under the 2006 Stock Repurchase Program. In July 2008, we repurchased approximately 3.5 million shares of our 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, we repurchased approximately 15.9 million shares of our 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. Under the 2006 Stock Repurchase Program, through December 31, 2008, we cumulatively repurchased 22.8 million shares at an average stock price of $32.04 per share for an aggregate cost of $730.0 million. As of December 31, 2008, $270.0 million remained available for further repurchases under the 2006 Stock Repurchase Program.

 

In 2005, the Board of Directors authorized the 2005 Stock Repurchase Program to repurchase up to $500 million of our common stock (the “2005 Stock Repurchase Program”). In 2006, we repurchased approximately 5.7 million shares under the 2005 Stock Repurchase Program for an aggregate cost of approximately $119.7 million. The 2005 Stock Repurchase Program was completed in the second quarter of 2006.

 

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From the inception of the stock repurchase program in 2001 to March 2, 2009, we have repurchased approximately 111.9 million shares of our common stock for an aggregate cost of approximately $3.3 billion. As of March 2, 2009, approximately $950.0 million is available for repurchase of our common stock under our stock repurchase programs. The following table presents the stock repurchase activity during the quarter ended December 31, 2008:

 

     Total Number
of Shares
Purchased (1)
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs (2)

October 1 – 31, 2008

   —      $ —      —      $ 1 billion

November 1 – 30, 2008

   2,655,545      18.83    2,655,545    $ 950 million

December 1 – 31, 2008

   —      $ —      —      $ 950 million
               
   2,655,545       2,655,545   
               

 

(1) These shares purchased represent shares repurchased under the 2006 Stock Repurchase Program.
(2) This amount represents the remaining value of the 2008 and 2006 Stock Repurchase Programs.

 

 

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

Share Repurchases

On January 31, 2008, our Board of Directors authorized the 2008 Stock Repurchase Program having an aggregate purchase price of up to $600.0 million of our common stock.

On February 8, 2008, we entered into an ASR agreement to repurchase $600.0 million of our common stock under the 2008 Stock Repurchase Program. We 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 we may repurchase pursuant to the ASR will not be known until conclusion of the transaction, which is expected to occur no later than our 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 us 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 our common stock and, accordingly, the contract is classified in Stockholders’ equity.

In 2006, our Board of Directors authorized the 2006 Stock Repurchase Program with no expiration date to repurchase up to $1.0 billion of our common stock. During the three months ended March 31, 2008, we repurchased approximately 15.9 million shares of our common stock for an approximately 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.

 

     Total Number
of Shares
Purchased
   Average
Price Paid
per Share
   Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs
 

January 1 - 31, 2008

   11,134,406    $ 33.85    11,134,406    $ 1,207.7 million  

February 1 - 29, 2008

   17,278,262      39.06    17,278,262      532.7 million  

March 1 - 31, 2008

   2,661,722      34.83    2,661,722      440.0 million  (1)
               
   31,074,390       31,074,390   
               

 

(1) This amount represents the remaining value of the 2006 Stock Repurchase Program at March 31, 2008.

 

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This excerpt taken from the VRSN 10-K filed Feb 29, 2008.

Share Repurchases

 

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

 

On January 31, 2008, our Board of Directors authorized a stock repurchase program (“2008 stock repurchase program”) having an aggregate purchase price of up to $600 million of our common stock.

 

On February 8, 2008, we announced that we entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600 million of our common stock under the 2008 stock repurchase program and announced an intent to repurchase up to an additional $200 million in open market transactions under the stock repurchase program the Board of Directors authorized in 2006 (“2006 stock repurchase program”). We paid $600 million to a financial institution in exchange for a number of shares, which will be determined, subject to a cap, based on market prices during the term of the ASR agreement. Through February 28, 2008 we received 15.1 million shares under the ASR agreement. We expect to complete the ASR by the end of the third quarter of 2008, although in certain circumstances the completion date may be shortened or extended.

 

On August 7, 2007, our Board of Directors authorized the use of the net proceeds from the issuance of the convertible debentures as described in Note 10, “Junior Subordinated Convertible Debentures,” of our Notes to Consolidated Financial Statements in Item 15 of this Form 10-K, to repurchase shares of our common stock in addition to the 2006 stock repurchase program.

 

In August 2007, we used the proceeds from the issuance of the convertible debentures to repurchase 12.2 million shares of our common stock for an aggregate cost of approximately $350 million. Additionally, we entered into a $200 million Guaranteed Share Repurchase (“GSR”) agreement and a $600 million ASR agreement with two independent financial institutions. Under the terms of the GSR agreement, we received approximately 6.3 million shares of our common stock. Under the terms of the ASR agreement we received approximately 19.5 million shares, of which 12.9 million were settled during the third quarter of 2007 and 6.6 million were settled in the fourth quarter. These agreements have been accounted for under Emerging Issues Task Force Issue (“EITF”) No. 99-7, “Accounting for an Accelerated Share Repurchase Program,” and EITF No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.

 

     Total Number
of Shares
Purchased (1)
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs (2)

October 1 – 31, 2007

   5,440,000    $ 30.70    5,440,000    $ 984.7 million

November 1 – 30, 2007

   800,572      30.70    800,572      984.7 million

December 1 – 31, 2007

   400,286    $ 30.70    400,286    $ 984.7 million
               
   6,640,858       6,640,858   
               

 

(1) These shares purchased represent shares from the August 2007 ASR agreement that were settled during the fourth quarter of 2007.
(2) This amount represents the remaining value of the 2006 stock repurchase program at December 31, 2007.

 

In 2006, the Board of Directors authorized the 2006 stock repurchase program with no expiration date to repurchase up to $1.0 billion of our common stock. In January and February of 2008, we repurchased 13.3 million shares of our common stock under the 2006 stock repurchase program for an aggregate cost of $451.9 million. In 2007, we did not repurchase any shares under the 2006 stock repurchase program. In 2006, we repurchased approximately 0.7 million shares under the 2006 stock repurchase program for an aggregate cost of

 

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$15.3 million. As of February 28, 2008, we have approximately $532.7 million available under the 2006 stock repurchase program.

 

In 2005, the Board of Directors authorized a stock repurchase program (“2005 stock repurchase program”) to repurchase up to $500 million of our common stock. In 2006, we repurchased approximately 5.7 million shares under the 2005 stock repurchase program for an aggregate cost of approximately $119.7 million. In 2005, we repurchased approximately 16.5 million shares under the 2005 stock repurchase program for an aggregate cost of approximately $380.3 million. This stock repurchase program was completed in the second quarter of 2006.

 

In 2001, the Board of Directors authorized a stock repurchase program (“2001 stock repurchase program”) to repurchase up to $350 million of our common stock. In 2005, we repurchased approximately 6.3 million shares under the 2001 stock repurchase program for an aggregate cost of approximately $167 million. This stock repurchase program was completed in the third quarter of 2005.

 

From the inception of the stock repurchase program in 2001 to February 28, 2008, we have repurchased approximately 101.7 million shares of our common stock for an aggregate cost of approximately $3.1 billion.

 

 

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

Share Repurchases

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 our common stock on the open market, or in negotiated or block trades. As of September 30, 2007, we have approximately $984.7 million available under our 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 our common stock in addition to the previously approved 2006 stock repurchase program.

During the three months ended September 30, 2007, we used proceeds from the issuance of the convertible debentures to repurchase 12.2 million shares of our common stock for an aggregate of approximately $350.0 million. Additionally, we 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.

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 our common stock were delivered to us, and we expect to receive delivery of up to 6.6 million additional shares of our common stock no later than December 2007.

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

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

Share Repurchases

 

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

 

In 2001, the Board of Directors of VeriSign authorized the repurchase of up to $350 million of our 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 authorized a new stock repurchase program to repurchase up to $500 million of our 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 authorized the repurchase of up to $1 billion stock of our common stock on the open market, or in negotiated or block trades. The 2006 stock program has no determined end date. As of December 31, 2006, we have approximately $984.7 million available under the 2006 stock repurchase program.

 

The following table sets forth the total amount of shares repurchased and net purchase price for the years presented:

 

     December 31,
2006
   December 31,
2005
   December 31,
2004
     (In thousands)

Shares repurchased

     6,490      22,817      4,474

Aggregate purchase price

   $ 135,000    $ 548,630    $ 113,257

 

From the inception of the stock purchase program in 2001 to December 31, 2006, a total of 35.3 million shares have been repurchased for an aggregate purchase price of approximately $865.3 million.

 

 

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