11 slides from U.s. Bancorp's proxy contest presentation, Mar 23, 2006
Slide 1: Shareholder Proposal Regarding Shareholder Approval of Compensation Committee Report, Proposal #5
U.S. BANCORP Shareholder Proposal Regarding Shareholder Approval of Compensation Committee Report Proposal #5 March 2006
Slide 2: The Proposal
The Proposal USB has received a shareholder proposal that would require annual shareholder approval of the Compensation Committee report contained in our proxy statement. Although the results of the shareholder vote would not be binding, this requirement could have a negative impact on the corporati
Slide 3: The Proposal is a Bad Idea Because....
The Proposal is a Bad Idea Because.... they're after the wrong company - USB is a top performer adoption could hurt USB's competitive position - competitors for talent will not have adopted it we should give the SEC's recently proposed executive compensation disclosure reforms a chance - they would
Slide 4: They're After the Wrong Company
They're After the Wrong Company Some companies pay their executives well despite company underperformance. USB is not one of those companies - our performance has been industry-leading. The following slides illustrate this. Our Compensation Committee pays our executives for performance - let the act
Slide 5: 4Q 2005 Performance Metrics
2.18% 22.6% 43.3% 39.0% 2.36% 40.9% 1.27% 15.1% 60.4% 23.6% 1.33% 59.0% Peer Median (1) USB (1) 1 1 1 1 1 1 USB Rank (1) Return on Assets Return on Equity Efficiency Ratio (2) Tangible Return on Equity (3) Tangible Return on Assets (3) Tangible Efficiency Ratio (2)(3) (1) Results from continuing ope
Slide 6: Total Shareholder Return
Total Shareholder Return 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 U.S. Bancorp 100 158.3 301.7 496 344.4 389.9 363.2 382.1 555.3 613.6 610.8 S&P 500 Commercial Bank Index 100 140.9 204.6 217 187 222.7 222.7 220.5 288.3 331.5 336.6 S&P 500 Index 100 123 164 210.9 255.2 232 204.4 159.2 2
Slide 7: Total Shareholder Return
Total Shareholder Return Average TSR 3 - year 5 - year 10 - year USB Rank (1) 2 4 1 According to a recent Wall Street Journal article (Feb. 27, 2006), USB exceeds most of its peers in 3, 5 and 10 year TSR. (1) Peer banks include Bank of America, Wachovia, Wells Fargo, U.S. Bancorp, SunTrust, Nationa
Slide 8: U.S. Bancorp Dividends Per Share
U.S. Bancorp Dividends Per Share 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 USB 0.18 0.21 0.27 0.33 0.46 0.65 0.75 0.78 0.85 1.02 1.23 Source: FactSet Peer Banks include Bank of America, Wachovia, Wells Fargo, U.S. Bancorp, SunTrust, National City, BB&T, Fifth Third, KeyCorp, Regions and
Slide 9: Earnings Distributed to Shareholders
Earnings Distributed to Shareholders 2003 2004 2005 Dividends 1645 1917 2246 Share Repurchase 417 2656 1807 90% 4,053 55% 2,062 110% 4,573 $ in millions, % of Net Income The Company announced in late 2003 that it would return 80 percent of earnings to shareholders in the form of dividends and share
Slide 10: Competitive Disadvantage
Competitive Disadvantage As a result of negative publicity following a negative vote by shareholders on our Compensation Committee report, the Compensation Committee will be subject to pressure by investors (not uniformly applied to its competitors) to reduce executive compensation below competitive
Slide 11: The SEC's Recent Proposals
The SEC's Recent Proposals Instead, let's wait for reform to come on an "even playing field" -- the SEC has already proposed new rules that would entirely revise executive compensation disclosure in the proxy, starting next year. The new SEC rules would replace the current Compensation Committee rep