2019 accounts, savings accounts and time certificate contracts. Ancillary services such as capital markets, treasury management and receivable the LFI Rating System that addresses the role of boards of directors as well as the responsibilities of members of senior and business line management and controls at large financial institutions. managerial requirements on the financial holding company and may place limitations on its ability to conduct all of the business activities that financial holding companies are generally permitted to with the Secretary of the United States Treasury, determines to be financial in nature or incidental to such financial activity. “Complementary activities” are activities that the Federal Reserve determines upon application to be complementary to a financial activity and that do not pose a safety and soundness risk. In addition, banks must receive approval before they may acquire, merge with, acquire substantially all of the assets of or assume any deposits of a bank or savings association and may be required to receive approval for acquisitions of other companies. “Proposed Stress Buffer Requirements” below, respectively. At December 31, 2019, the Company exceeded the applicable minimum tier 1 leverage ratio and SLR requirements. 2019 Annual Report. Supervisory actions by the appropriate federal banking regulator under the “prompt corrective action” rules generally depend upon an institution’s classification within five capital categories. An institution that fails to remain well-capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications. The these new requirements by April 1, 2020. holders of domestic deposit liabilities (including the FDIC, as subrogee of the depositors) have priority over the claims of other unsecured creditors of the institution, including holders of publicly issued senior or subordinated debt and depositors in also on the Federal Reserve’s website. escalated to management or the board of directors, as appropriate, for purposes of initiating a response; The board of U.S. Bank National Association approved a recovery plan pursuant to these guidelines in December 2019. 2015. cyber-attack. other reports filed by U.S. Bancorp with the SEC as soon as reasonably practicable after electronically filed with, or furnished to, the SEC. Securities”), as applicable, on or before the date specified in the applicable Replacement Capital Covenant, unless the Company has received proceeds from the sale of qualifying securities that (a) have equity-like characteristics that are the same as, or more equity-like than, the applicable characteristics of the Preferred Stock, the Exchangeable Preferred Stock, the Capital Securities or Other Securities, as applicable, at the time of repayment, redemption or purchase, and (b) the Company has obtained the prior approval of the Federal Reserve, if such approval is then required by the Federal Reserve or, in the case of the Exchangeable Preferred Stock, the approval of the OCC. Period October 1-31 November 1-30 December 1-31 Total Consolidated Statement of Comprehensive Income,” “U.S. Bancorp Consolidated Statement of Shareholders’ Equity,” “U.S. Bancorp Consolidated Statement of Cash Flows,” “Notes to Consolidated Financial Statements,” “U.S. Bancorp Consolidated Balance Sheet — Five Year Summary (Unaudited),” “U.S. Bancorp Consolidated Statement of Income — Five Year Summary (Unaudited),” “U.S. Bancorp Quarterly Consolidated Financial Data (Unaudited),” “U.S. Bancorp Supplemental Financial Data (Unaudited)” and “U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited)”. That information is incorporated into this report by reference. Ms. Godridge will retire from U.S. Bancorp on June 30, 2020. 2009. 2014, including Executive Vice President and Head of Operational Risk and Internal Control at HSBC North America from 2008 to 2014. Ms. Richard started her career at the Office of the Comptroller of the Currency in 1990 as a national bank examiner. Plan Category Equity compensation plans approved by security holders Stock Options Restricted Stock Units and Performance-Based Restricted Stock Units Equity compensation plans not approved by security holders(4) Total in U.S. Bancorp stock will be received in the form of shares of U.S. Bancorp common stock at the time of distribution, unless the Company chooses cash payment. Warner L. Baxter, Director Mark N. Casper, Director Arthur D. Collins, Jr., Director Kimberly J. Harris, Director Roland A. Hernandez, Director Doreen Woo Ho, Director Olivia F. Kirtley, Director Karen S. Lynch, Director Craig D. Schnuck, Director Scott W. Wine, Director☑ 2016☐ Delaware 41-0255900
on which registeredUSB New York Stock Exchange USB PrA New York Stock Exchange USB PrH New York Stock Exchange USB PrM New York Stock Exchange Depositary Shares (each representing 1/1,000th interest in a share of Series GNon-Cumulative Perpetual Preferred Stock, par value $1.00)New York Stock ExchangeUSB PrO New York Stock Exchange USB PrP New York Stock Exchange USB/24B New York Stock Exchange and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulationand post such files). Yes ☑ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑ or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule (Check one):Large accelerated filer ☑ Accelerated filer ☐ ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ 2016,2019, the aggregate market value of the registrant’s common stock held by$69.3$83.0 billion based on the closing sale price as reported on the New York Stock Exchange.Class Outstanding at January 31, 20172020 1,694,070,8911,522,494,686 1. Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2016 (20162019 (the “2019 Annual Report)Report”) Parts I and II 2. Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 18, 2017 (Proxy Statement)21, 2020 (the “Proxy Statement”) Part III Item 1. A reversalDeterioration in general business and economic conditions or slowing of the current economic recoveryturbulence in domestic or another severe contractionglobal financial markets could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which couldliabilities, reduce the availability of funding to certain financial institutions, and lead to a tightening of credit, a reduction of business activity, and increased marketincrease stock price volatility. Stress in the commercial real estate markets, as well as a downturn in the residential real estate markets could cause credit losses and deterioration in asset values. In addition, changes to statutes, regulations, or regulatory policies or practices could affect U.S. Bancorp in substantial and unpredictable ways. U.S. Bancorp’s results could also be adversely affected by deterioration in general business and economic conditions; changes in interest rates; deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans; deterioration in the value of securities held in its investment securities portfolio;securities; legal and regulatory developments; litigation; increased competition from both banks andreputationalreputation risk.38 – 6036 to 56 and “Risk Factors” on pages 148 – 157146 to 156 of the Company’s 20162019 Annual Report. However,In addition, factors other than these risks also could adversely affect U.S. Bancorp’s results, and the reader should not consider these factorsrisks to be a complete set of all potential risks or uncertainties. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.$343$374 billion in deposits at December 31, 2016,2019, provides a wide range of products and services to individuals, businesses, institutional organizations, governmental entities and other financial institutions. Commercial and consumer lending services are principally offered to customers within the Company’s domestic markets, to domestic customers with foreign operations and to large national customers operating in specific industries targeted by the Company. Lending services include traditional credit products as well as credit card services, lease financing and import/export trade, asset-backed lending, agricultural finance and other products. Depository services include checking23,1062,795 banking offices principally operating in the Midwest and West regions of the United States, through4,8424,459 ATMs and providesEurope directly or through joint ventures with other financial institutions.Europe. The Company also provides corporate trust and fund administration services in Europe. These foreign operations are not significant to the Company.2016,2019, U.S. Bancorp employed 71,19169,651 people.operating unitsbusinesses are affected by federal and state laws and legislative changes and by policies of various regulatory authorities, including thosethe statutes, and the rules and policies of regulatory authorities, of the numerous states in which they operate, the United States and foreign governments. These laws, rules and policies include, for example, statutory maximum legal lending rates, domestic monetary policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), United States fiscal policy, international currency regulations and monetary policies and capital adequacy and liquidity constraints imposed by bank regulatory agencies.3Board of Governors of the Federal Reserve System (the “Federal Reserve”).Reserve. U.S. Bank National Association and its subsidiaries are subject to regulation, examination and examinationsupervision primarily by the Office of the Comptroller of the Currency (the “OCC”) and also by the FDIC, the Federal Reserve, the Consumer Financial Protection Bureau (the “CFPB”), the Securities and Exchange Commission (the “SEC”) and the Commodities Futures Trading Commission (the “CFTC”) in certain areas.responsibilities.requirements. If they deem the Company to be operating in a manner that is inconsistent with safe and sound banking practices, the applicable regulatory agencies can require the entry into informal or formal supervisory agreements, including board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders, pursuant to which the Company would be required to take identified corrective actions to address cited concerns and to refrain from taking certain actions.Dodd-Frank Act Substantial changes Supervision and examinations are confidential, and the outcomes of these actions generally are not made public.regulation of bank holding companiesCompany and its subsidiaries. Any change in the statutes, regulations or regulatory policies applicable to the Company, including changes in their subsidiariesinterpretation or implementation, could have occurred and will continue to occur as a result ofmaterial effect on its business or organization.enactment in 2010 of the Dodd-Frank Wall Street ReformEconomic Growth, Regulatory Relief and Consumer Protection Act (the “Dodd-Frank Act”“EGRRCPA”). Changes in applicable law or regulation, and in their application by was signed into law. Among other regulatory agencies, have had and will continue to have a material effect onchanges, the business and resultsEGRRCPA amends various sections of the Company and its subsidiaries.The Dodd-Frank Act, significantly changedincluding section 165, which was revised to raise the regulatory frameworkasset thresholds for financial services companies, and since its enactment has required significant rulemaking and numerous studies and reports that will continue over the next several years. Among other things, it created a new Financial Stability Oversight Council (the “Council”) with broad authority to make recommendations coveringmandatory application of enhanced prudential standards and more stringent supervision for large bank holding companies and certain non-bank financial services companies. The Dodd-Frank Act significantly reduced interchange fees on debit card transactions, changedfrom $50 billion to $250 billion. Bank holding companies with $250 billion or more in total consolidated assets, including the preemption of state laws applicable to national banks, increased the regulation of consumer mortgage banking and made numerous other changes, some of which are discussed below.In additionCompany, remain subject to the Dodd-Frank Act enhanced prudential standards requirements described below.legislative andrisk-related factors. In October 2019, the federal banking regulators adopted two final rules (the “Tailoring Rules”) that revised the criteria for determining the applicability of regulatory proposals affecting banks have been made in recent years both domestically and internationally. Among other things, these proposals include significant additional capital and liquidity requirements for large United States banking organizations, including the Company and limitationsU.S. Bank National Association, and that tailored the application of the Federal Reserve’s enhanced prudential standards to large banking organizations. The rules applicable to the Company and U.S. Bank National Association are described in more detail below.size or typesLFI Rating System in 2020. These ratings will remain confidential.activity in which banks may engage.becomebe a financial holding company as of March 13, 2000, pursuant to the provisions of the Gramm-Leach-Bliley Act (the “GLBA”). Under the GLBA, qualifying bank holding companies that qualify and elect to be treated as financial holding companies may engage in, and affiliate with financial companies engaging in, a broader range of activities than would otherwise be permitted for a bank holding company. Under the GLBA’s system of functional“functional regulation,” the Federal Reserve acts as an umbrella regulator for the Company, and certain of the Company’smeet certain capitalbe well-capitalized or management standards,well-managed, the Federal Reserve may impose corrective capital and4conduct.conduct and its ability to make certain acquisitions. See “Permissible Business Activities” below. If the failure to meet these standards persists, athe financial holding company may be required to divest its depository institution subsidiaries or cease all activities other than those activities that may be conducted by bank holding companies that are not financial holding companies. In addition, if a depository institution controlled by a financial holding company does not receive a Community Reinvestment Act (“CRA”) rating of at least “satisfactory” at its most recent examination, the Federal Reserve will prohibit the financial holding company from conducting new business activities that financial holding companies are generally permitted to conduct and from making certain acquisitions.Federal Reserve regulations also provide that, if any depository institution controlled by a financial holding company fails to maintain a satisfactory rating under the Community Reinvestment Act (“CRA”), the Federal Reserve must prohibit the financial holding company and its subsidiaries from engaging in the additional activities in which only financial holding companies may engage. See “Community Reinvestment Act” below.U.S. Bank National Association received a “Satisfactory” CRA rating in its most recent examination, covering the period from January 1, 2009 through December 31, 2011. The OCC has scheduled a CRA examination in 2017.Source of StrengthThe Dodd-Frank Act codified existing Federal Reserve policy requiring the Company to act as a source of financial strength to U.S. Bank National Association, and to commit resources to support this subsidiary in circumstances where it might not otherwise do so. However, because the GLBA provides for functional regulation of financial holding company activities by various regulators, the GLBA prohibits the Federal Reserve from requiring payment by a holding company to a depository institution if the functional regulator of the depository institution objects to the payment. In those cases, the Federal Reserve could instead require the divestiture of the depository institution and impose operating restrictions pending the divestiture. As a result of the Dodd-Frank Act, non-bank subsidiaries of a holding company that engage in activities permissible for an insured depository institution must be examined and regulated in a manner that is at least as stringent as if the activities were conducted by the lead depository institution of the holding company.Enhanced Prudential StandardsIn March 2014, the Federal Reserve finalized a rule relating to enhanced prudential standards required under the Dodd-Frank Act for bank holding companies with over $50 billion in consolidated assets. The prudential standards include enhanced risk-based capital and leverage requirements, enhanced liquidity requirements, enhanced risk management and risk committee requirements, a requirement to submit a resolution plan, single-counterparty credit limits and stress tests. The rule incorporates the requirement that the Federal Reserve conduct annual supervisory capital adequacy stress tests of covered companies under baseline, adverse and severely adverse scenarios, and requires covered companies to conduct their own capital adequacy stress tests. The rule provides for notification to a covered company as to which the Council has determined to impose a debt-to-equity ratio of no more than 15-to-1, based upon the determination by the Council that (a) such company poses a grave threat to the financial stability of the United States and (b) the imposition of such a requirement is necessary to mitigate the risk that the company poses to the financial stability of the United States.OCC Heightened StandardsIn September 2014, the OCC, under separate authority, finalized guidelines establishing heightened standards for large national banks such as U.S. Bank National Association. The guidelines establish minimum standards for the design and implementation of a risk governance framework for banks. The OCC may take action against institutions that fail to meet these standards.the following: securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; and activities that the Federal Reserve, in consultation5Reserve.Reserve, as long as the Company meets the capital, managerial and CRA requirements to qualify as a financial holding company. However, the Dodd-Frank Act added a provision requiringCompany is required to receive approval iffor an acquisition in which the total consolidated assets to be acquired exceed $10 billion. Financial holding companies are also required to obtain the approval of the Federal Reserve before they may acquire more than five percent of the voting shares or substantially all of the assets of an Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), aThe Riegle-Neal Act also authorizes banks tobranches. Under the Dodd-Frank Act, banksbranches and are permitted to establish new branches in another state to the same extent as banks chartered inby that state. the following: the effect of the acquisition on competition, financial condition and future prospects (including current and projected capital ratios and levels); the competence, experience and integrity of management and its record of compliance with laws and regulations; the convenience and needs of the communities to be served (including the acquiring institution’s record of compliance under the CRA); the effectiveness of the acquiring institution in combating money laundering activities; and the extent to which the transaction would result in greater or more concentrated risks to the stability of the United States banking or financial system. In addition, under the Dodd-Frank Act, approval of interstate transactions requires that the acquiror satisfy regulatory standards for well-capitalized and well-managed institutions. Subjectexceptions for well-capitalizedavoid becoming subject to restrictions on capital distributions, including dividends. For more information on the common equity tier 1 capital conservation buffer and well-managed holding companies,the stress buffer requirements that the Federal Reserve regulations also require approval of holding company purchases and redemptions of its securities ifhas proposed that would replace the gross consideration paid exceeds 10 percent of consolidated net worthcommon equity tier 1 capital conservation buffer for any 12-month period.In addition, Federal Reserve policy on the payment of dividends, stock redemptions and stock repurchases requires that bank holding companies, consult withsee “Capital Requirements” and inform the Federal Reserve in advance of doing any of the6following: declaring and paying dividends that could raise safety and soundness concerns (e.g., declaring and paying dividends that exceed earnings for the period for which dividends are being paid); redeeming or repurchasing capital instruments when experiencing financial weakness; and redeeming or repurchasing common stock and perpetual preferred stock, if the result will be a net reduction in the amount of such capital instruments outstanding for the quarter in which the reduction occurs.In 2010, the Federal Reserve issued an addendum to its policy on dividends, stock redemptions and stock repurchases that is specifically applicable to the 19 largest bank holding companies (including the Company) that are covered by the Supervisory Capital Assessment Program. The addendum provides for Federal Reserve review of dividend increases, implementation of capital repurchase programs and other capital repurchases or redemptions.The supervisory stress tests of the Company conducted by the Federal Reserve as part of its annual Comprehensive Capital Analysis and Review (“CCAR”) process also affect the ability of the Company to pay dividends and make other forms of capital distribution. See “Comprehensive Capital Analysis and Review” and “Stress Testing” below.establishedunder capital rules adopted by the Federal Reserve, and U.S. Bank National Association is subject to substantially similar rules establishedadopted by the OCC. These requirements have changed significantly as a result of standards established byrules implement the Basel Committee on Banking Supervision (the “Basel Committee”Committee’s framework for strengthening the regulation, supervision and risk management of banks (“Basel III”), an international organization that has the goal of creating standards for banking regulation, and the implementation of these standards and of relevant provisions of the Dodd-Frank Act by banking regulators in the United States. Minimum regulatory capital levels will significantly increase as these requirements are implemented and phased in.Prior to 2014, regulatory capital requirements effective for the Company followed the 1988 capital accord of the Basel Committee known as Basel I. In implementing Basel I, federal banking regulators adopted risk-based capital and leverage rules that require the capital-to-assets ratios of financial institutions to meet certain minimum standards. The risk-based capital ratio is calculated by allocating assets and specified off-balance sheet financial instruments into risk-weighted categories (with higher levels of capital being required for the categories perceived as representing greater risk), and is used to determine the amount of a financial institution’s total risk-weighted assets (“RWAs”). Under the rules, capital is divided into multiple tiers: common equity tier 1 capital, additional tier 1 capital and tier 2 capital. The amount of tier 2 capital may not exceed the amount of tier 1 capital. Total capital is the sum of tier 1 capital and tier 2 capital. The federal banking regulators also have established minimum leverage ratio guidelines. The leverage ratio is defined as tier 1 capital divided by adjusted average total on-balance sheet assets.The Federal Reserve and the OCC approved a final rule in 2007 adopting international guidelines established by the Basel Committee known as Basel II. The Basel II framework consists of three pillars: (a) capital adequacy; (b) supervisory review (including the computation of capital and internal assessment processes); and (c) market discipline (including increased disclosure requirements). In December 2010, the Basel Committee issued a new set of international standards for determining regulatory capital known as Basel III. Federal banking regulators published the United States Basel III final rule in July 2013 to implement many aspects of these international standards as well as certain provisions of the Dodd-Frank Act. The United States Basel III final rule focuses regulatory capital on common equity tier 1 capital, introduces new regulatory adjustmentsThese quantitative calculations are minimums, and deductions from capital, narrows the eligibility criteria for regulatory capital instruments and makes other changes to the Basel I and Basel II frameworks. Specifically, Basel III includes two comprehensive methodologies for calculating risk-weighted assets: a general standardized approach and more risk-sensitive advanced approaches, with the Company’s capital adequacy being evaluated against the Basel III methodology that is most restrictive. In December 2013, the Federal Reserve approvedand OCC may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.revisesimplifications of the market risk capital rule, which addresses the market risk of significant trading activities, so that it conformsrules applicable toBasel IIIthreshold deductions for mortgage servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carry backs, and investments in the capital framework. The revised market risk capital rule was effective April 1, 2014.7Beginning January 1, 2014,of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital requirements for the Company follow Basel III, subject to certain transition provisions from Basel I over the following four years to full implementation by January 1, 2018. capital. III final rule,(common equity tier 1(CET1 capital to RWA)risk-weighted assets) of 4.5 percent, a minimum tier 1 capital ratio of 6.0 percent and a minimum total capital ratio of 8.0 percent on a fully phased-in basis. In addition, the final rule provides that certain new items be deducted from common equity tier 1 capital and certain Basel I deductions be modified.percent. The Company is also subject to a 2.5 percent common equity tier 1 capital conservation buffer and, if deployed by the Federal Reserve, up to a 2.5 percent common equity tier 1 countercyclical capital buffer. These additional requirements must be satisfied entirely with capital that qualifies as CET1. The countercyclical capital buffer applies only to banking organizations subject to Category I, II or III standards under the Tailoring Rules, including the Company. Although the Federal Reserve has not to date raised the countercyclical capital buffer above zero percent, the countercyclical capital buffer could change in the future, which would also change the effective minimum capital ratios to which the Company is subject.fully phased-in basis by 2019. proposed rule that would, among other things, replace the capital conservation buffer requirement with a stress capital buffer requirement for large bank holding companies subject to the Federal Reserve’s Comprehensive Capital Analysis and Review (“CCAR”). Please refer to the “Proposed Stress Buffer Requirements” section below for further details. Although the proposal, if adopted, would change the way in which the minimum ratios are calculated, firms would continue to be subject to progressively more stringent constraints on capital actions as they approach the minimum ratios.The final rule also subjects bankingBanking organizations calculating their capital requirements using advanced approaches,subject to Category I, II or III standards under the Tailoring Rules, including the Company, are also subject to a minimum Basel III supplementary leverage ratioSupplementary Leverage Ratio (“SLR”) of 3.0 percent that takes into account bothUnited States banking regulators also published final regulations in June 2011 implementing Section 171changes are meant to improve the calculation of risk-weighted assets (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” including unused lines of credit) and improve the comparability of capital ratios by (i) enhancing the robustness and risk sensitivity of the Dodd-Frank Act, commonly knownstandardized approaches for credit risk, credit valuation adjustment (“CVA”) risk and operational risk; (ii) constraining the use of the internal model approaches, by placing limits on certain inputs used to calculate capital requirements under the internal ratings-based (“IRB”) approach for credit risk and by removing the use of the internal model approaches for CVA risk and for operational risk; (iii) introducing a leverage ratio buffer to further limit the leverage of global systemically important banksCollins Amendment, which requires that certain institutions supervised by the Federal Reserve, including the Company, be subject to minimum capital requirements that are not less than the generally applicable risk-based capital requirements. Prior to 2015, this minimum “capital floor” was based on Basel I. OnIRB, CVA, operational risk, and market risk frameworks. In January 1, 2015, the United States Basel III final rule replaced2019, the Basel I-based “capital floor” withCommittee published a standardized approachrevised market risk framework that, among other things, modifiesrevises the existing risk weightsstandardized approach for certain typesmarket risk. The output floor will be subject to a transitional period beginning in January 1, 2022, with full implementation by January 1, 2027. Federal banking regulators are expected to undertake rulemakings in future years to implement these revisions in the United States.asset classes.the new current expected credit loss accounting rule (“CECL”). The “capital floor” applies toFederal Reserve also released a statement indicating that it will not incorporate CECL into the calculation of both minimum risk-based capital requirements as well asthecapital conservation buffer and, if deployed,2021 stress test cycle. For further discussion of CECL, see Note 2 of the countercyclical capital buffer.In September 2014, United States banking regulators approved a final rule that enhanced the regulatory Supplementary Leverage Ratio (“SLR”) requirement for banks calculating capital adequacy using advanced approaches under Basel III. The SLR is defined as tier 1 capital divided by total leverage exposure, which includes both on- and off-balance sheet exposures. The Company began calculating and reporting its SLR beginningNotes to Consolidated Financial Statements in the first quarter of 2015; however, it is not subject to the minimum SLR requirement until January 1, 2018. At December 31, 2016, the Company exceeds the applicable minimum SLR requirement.Company’s 20162019 Annual Report.Comprehensive Capital Analysis and Review The Federal Reserve’s Capital Plans rule requires large bank holding companies with assets in excess of $50 billion to submit capital plans to the Federal Reserve on an annual basis and to obtain approval from the Federal Reserve for capital distributions proposed in the capital plan. These capital plans consist of a number of mandatory elements, including an assessment of a company’s sources and uses of capital over a nine-quarter planning horizon assuming both expected and stressful conditions; a detailed description of a company’s process for assessing capital adequacy; a demonstration of a company’s ability to maintain capital above each minimum regulatory capital ratio and above a tier 1 common ratio of 5.0 percent under expected and stressful conditions; and a demonstration of a company’s ability to achieve, readily and without difficulty, the minimum capital ratios and capital buffers under the Basel III framework as it comes into effect in the United States.The Federal Reserve has issued a final rule specifying how large bank holding companies, including the Company, should incorporate the United States Basel III capital standards into their capital plans. Among other things, the final rule requires large bank holding companies to project both their common equity tier 1 capital ratio using the methodology under existing capital guidelines and their common equity tier 1 capital ratio under the United States Basel III capital standards, as such standards phase in over the nine-quarter planning horizon.The Company will submit its 2017 capital plan to the Federal Reserve by April 5, 2017, in accordance with instructions from the Federal Reserve. Applicable stress testing rules require the Federal Reserve to publish the8results of its assessment of the Company’s capital plan, including its planned capital distributions, no later than June 30, 2017.Stress Testing The Federal Reserve’s CCAR framework and the Dodd-Frank Act stress testing framework require large bank holding companies such as the Company to conduct company-run stress tests and subject them to supervisory stress tests conducted by the Federal Reserve. Among other things, the company-run stress tests employ stress scenarios developed by the Company as well as stress scenarios provided by the Federal Reserve and incorporate the Dodd-Frank Act capital actions, which are intended to normalize capital distributions across large United States bank holding companies. The Federal Reserve conducts CCAR and Dodd-Frank supervisory stress tests employing its adverse and severely adverse stress scenarios and internal supervisory models. The Federal Reserve’s CCAR and Dodd-Frank Act supervisory stress tests incorporate the Company’s planned capital actions and the Dodd-Frank Act capital actions, respectively. The Federal Reserve and the Company are required to publish the results of the annual supervisory and annual company-run stress tests, respectively, no later than June 30 of each year. In addition, all large bank holding companies are required to submit a mid-cycle company-run stress test employing stress scenarios developed by the Company. The results of this stress test must be submitted to the Federal Reserve for review in early October of each year. The Company is required to publish its results of this stress test no later than the end of November of each year. The Federal Reserve currently publishes summaries of supervisory stress test results for each large bank holding company under both the adverse and severely adverse stress scenarios developed by the Federal Reserve.National banks with assets in excess of $50 billion are required to submit annual company-run stress test results to the OCC concurrently with their parent bank holding company’s CCAR submission to the Federal Reserve. The stress test is based on the OCC’s stress scenarios (which are typically the same as the Federal Reserve’s stress scenarios) and capital actions that are appropriate for the economic conditions assumed in each scenario. U.S. Bank National Association will submit its stress test in accordance with regulatory requirements by April 5, 2017. The Company is required to publish the results of this stress test no later than June 30, 2017.Basel III Liquidity Requirements The Basel Committee proposed in 2009 two minimum standards for limiting liquidity risk: the Liquidity Coverage Ratio (“LCR”) and the Net Stable Funding Ratio (“NSFR”). The LCR is designed to ensure that bank holding companies have sufficient high-quality liquid assets to survive a significant liquidity stress event lasting for 30 calendar days. The NSFR is designed to promote stable, longer-term funding of assets and business activities over a one-year time horizon.In October 2014, the federal banking regulators finalized a rule to implement the LCR in the United States. The rule applies the LCR standards to bank holding companies and their domestic bank subsidiaries calculating their capital requirements using advanced approaches, including the Company and U.S. Bank National Association. The LCR standards in the rule differ in certain respects from the Basel Committee’s version of the LCR, including a narrower definition of high-quality liquid assets, different prescribed cash inflow and outflow assumptions for certain types of instruments and transactions, a different methodology for calculating the LCR and a shorter phase-in schedule that ended on December 31, 2016. In June 2016, the federal banking regulators proposed a rule to implement a NSFR requirement in the United States that would apply to the Company and U.S. Bank National Association, consistent with the Basel Committee NSFR standard finalized in October 2014. The Basel Committee contemplates that the NSFR, including any revisions, will be implemented as a minimum standard by January 1, 2018.Federal Deposit Insurance Corporation Improvement Actaan FDIC-insured depository institution, such as U.S. Bank National Association, if that institution does not meet certain capital adequacy standards.United States Basel III9final rule revisesFDICIA also provides for enhanced supervisory authority over undercapitalized institutions, including authority for the capital ratio thresholds inappointment of a conservator or receiver for the prompt corrective action framework to reflect the new Basel III capital ratios. This aspect of the United States Basel III rule became effective on January 1, 2015. institution.Company; however, subject to limitations that may be imposed pursuant to the GLBA,Company. However, the Federal Reserve is authorized to take appropriate action at the holding company level, based on the undercapitalized status of the holding company’s subsidiary banking institutions. In certain instances, relating to an undercapitalized banking institution, the bank holding company would be required to guarantee the performance of the undercapitalized subsidiary’s capital restoration plan and could be liable for civil money damages for failure to fulfill those guarantee commitments.Deposit Insurance Under currenteachlimit the ability of an insured depository institution, is assignedsuch as U.S. Bank National Association, to a risk category based on capital and supervisory measures. A depositoryaccept, renew or roll over brokered deposits unless the institution is assessed premiums bywell-capitalized under the prompt corrective action framework described above, or unless it is adequately capitalized and obtains a waiver from the FDIC. In addition, less than well-capitalized banks are subject to restrictions on the interest rates they may pay on deposits. In December 2019, the FDIC based on its risk categoryissued a proposed rule that is designed to bring the brokered deposits regulations in line with modern deposit taking methods and that may reduce the amount of deposits held. In 2009,that would be classified as brokered. The impact on the FDIC revisedCompany and U.S. Bank National Association from any changes to the method for calculatingbrokered deposit regulations will depend on the assessment rate for depository institutionsfinal form of the proposed rule, which the Company is not able to predict.introducing several adjustmentsthe Federal Reserve’s CCAR rules, the Company submits a capital plan to the Federal Reserve on an institution’s initial base assessment rate. The Dodd-Frank Act altered the assessment base for deposit insurance assessments from a deposit to an asset base, and seeks to fundannual basis. As part of the costCCAR process, the Federal Reserve evaluates the Company’s plans to make capital distributions, including by repurchasing stock or making dividend payments, under a number of macroeconomic and Company-specific assumptions based on the Company’s and the Federal Reserve’s stress tests described under “Stress Testing” below. The Company may generally only pay dividends and repurchase stock in accordance with a capital plan that has been reviewed by the Federal Reserve and to which the Federal Reserve has not objected. These capital plans consist of a number of mandatory elements, including an assessment of a company’s sources and uses of capital over a nine-quarter planning horizon assuming both expected and stressful conditions; a detailed description of a company’s process for assessing capital adequacy; a demonstration of a company’s ability to maintain capital above each minimum regulatory capital ratio (without taking the buffers into account) under expected and stressful conditions.by increasing the reserve ratio of the deposit insurance fundstress testing framework require bank holding companies subject to 1.35 percent of estimated insured deposits. The Dodd-Frank Act also requires that FDIC assessments be set in a manner that offsets the cost of the assessment increases for institutions with consolidated assets of less than $10 billion. This provision effectively places the increased assessment costs on larger financial institutionsCategory III standards such as the Company.TheCompany to conduct an annual internal stress test in connection with its annual capital plan submission as well as biennialalso permanently increased deposit insurance coverage from $100,000 per account ownership typecapital actions, which are intended to $250,000. normalize capital distributions across large United States bank holding companies. The Federal Reserve conducts CCAR and Dodd-Frank Act supervisory stress tests employing stress scenarios and internal supervisory models. The Federal Reserve’s CCAR and Dodd-Frank Act supervisory stress tests incorporate the Company’s planned capital actions and the Dodd-Frank Act capital actions, respectively. The Federal Reserve and the Company are currently required to publish the results of the annual supervisory and biennialFebruary 2011,October 2019, the FDICOCC adopted a final rule implementingthat aligned the Dodd-Frank Act provisions,stress testing requirements for national banks with requirements for their holding companies under the Tailoring Rules. Under the OCC’s rule, national banks with assets in excess of $250 billion, including U.S. Bank National Association, are required to submitprovideswill no longer include “adverse” stress scenarios) and capital actions that are appropriate for usethe economic conditions assumed in each scenario. U.S. Bank National Association will submit its stress test in accordance with regulatory requirements by April 6, 2020. The Company is required to publish the results of this stress test no later than June 30, 2020.risk scorecardproposal to determine deposit premiums.create a single capital requirement by integrating its annual capital planning and stress testing requirements with certain ongoing regulatory capital requirements. The effectproposal, which would apply to certain bank holding companies, including the Company, would introduce a stress capital buffer and a stress leverage buffer, or stress buffer requirements, and related changes to the capital planning and stress testing processes. For risk-based capital requirements, the stress capital buffer would replace the static capital conservation buffer. The stress capital buffer would equal the greater of (i) the maximum decline in the Company’s common equity tier 1 capital ratio under the severely adverse scenario over the supervisory stress test measurement period, plus the sum of the ratios of the dollar amount of its planned common stock dividends to its projected risk-weighted assets for each of the fourth through seventh quarters of the supervisory stress test projection period, and (ii) 2.5 percent.was to increaseimplement the FDIC premiums paid byNet Stable Funding Ratio (“NSFR”). The NSFR is designed to promote stable, longer-term funding of assets and business activities over a2014,addition, although the FDIC adoptedTailoring Rules did not adopt the proposed NSFR, the Federal Reserve indicated that it would apply a reduced, 85 percent NSFR to Category III banking organizations with less than $75 billion of weighted short-term wholesale funding, including the Company and U.S. Bank National Association.revising itsregarding single-counterparty credit limits (“SCCL”) for large banking organizations, including the Company. Under these rules, the Company is subject to a limit of 25 percent of Tier 1 capital for aggregate net credit exposures to any other unaffiliated counterparty. The Company must comply with the final SCCL rules beginning on July 1, 2020.assessment system to reflect changes in the regulatory capital rules thatamount of $250,000 per depositor. Deposits at U.S. National Bank are effective in 2015 and 2018. The rule (a) revises the ratios and ratio thresholds relating to capital evaluations; (b) revises the assessment base calculation for custodial banks; and (c) requires that all highly complex institutions measure counterparty exposure for assessment purposes using the Basel III standardized approach in the regulatory capital rules.In March 2016, in order to bring the reserve ratio of the deposit insurance fund to 1.35 percent, the FDIC finalized a surcharge on the quarterly assessments of insured depository institutions with total consolidated assets of $10 billion or more. The surcharges were first imposed in the third quarter of 2016, the calendar quarter after the reserve ratio of the deposit insurance fund first reached or exceeded 1.15 percent. The surcharge imposed on each insured depository institution equals an annual rate of 4.5 basis points appliedup to the institution’s assessment base (with certain adjustments).applicable limits. The FDIC expects that these surcharges should be sufficient to raise the reserve ratio to 1.35 percent in approximately eight quarters (i.e., before the end of 2018). If, contrary to the FDIC’s expectations, the reserve ratio does not reach 1.35 percent by December 31, 2018, the FDIC plans to impose a shortfall assessmentDIF is funded through assessments on insured depository institutions, including U.S. Bank National Association, based on the risk each institution poses to the DIF. The FDIC may increase U.S. Bank National Association’s insurance premiums based on various factors, including the FDIC’s assessment of its risk profile.total consolidated assets of $10 billion or more on March 31, 2019.(a)(i) transfer any of the depository institution’s assets and liabilities to a new obligor without the approval of the depository institution’s creditors; (b)(ii) enforce the terms of the depository institution’s contracts pursuant to their terms; or (c)(iii) repudiate or disaffirm any contracts (if the FDIC determines that performance of the contract is burdensome and that the repudiation or disaffirmation is necessary to promote the orderly administration of the depository institution). These provisions would be applicable to obligations and liabilities of the Company’s insured depository institution subsidiary, U.S. Bank National Association.10 The Dodd-Frank Act created a new framework fororderly liquidationinsolvency of a covered financial company by the FDIC as receiver. A covered financial company is a financial company (including a bank holding company, but not an insured depository institution), in situations wheresuch as the Company, the FDIC may be appointed as conservator or receiver of the bank holding company if the Secretary of the TreasuryPresident)President of the United States) that thecertain conditions set forth in the Dodd-Frank Act regarding the potential impact on financial stability of the financial company’s failure have been met. The rule setsFDIC rules set forth a comprehensive method for the receivership of a covered financial company. Acting as a conservator or receiver, the FDIC would have broad powers to transfer any assets or liabilities of a bank holding company without the approval of its creditors.a financial company and, therefore, is potentially subject torequired by the orderly liquidation authority of the FDIC.Resolution PlansThe Federal Reserve and the FDIC have adoptedto submit a rule to implement the requirements of the Dodd-Frank Act regarding annual resolution plans for bank holding companies with assets of $50 billion or more (so-called “Living Wills”). The rule requires each covered company to produce a contingency resolutionperiodic plan for the rapid and orderly resolution of the companyCompany and its significant legal entities in the event of future material financial distress or failure. Resolution plans must include information regarding the manner and extent to which any insured depository institution affiliated with the company is adequately protected from risks arising from the activities of any non-bank subsidiaries of the company; full descriptions of ownership structure, assets, liabilities and contractual obligations of the company; identification of the cross-guarantees tied to different securities; identification of major counterparties; a process for determining to whom the collateral of the company is pledged; and any other information thatIf the Federal Reserve and the FDIC jointly require by rule or order. Plans must analyze baseline, adverse, and severely adverse economic condition impacts. Plans must demonstrate, in the event of material financial distress or failure of the covered company, a reorganization or liquidation of the covered company under the federal bankruptcy code that could be accomplished within a reasonable period of time and in a manner that substantially mitigates the riskdetermine that the failure of the covered company would have serious adverse effects on financial stability in the United States. Covered companies and their subsidiaries are subject to more stringent capital, leverage and liquidity requirements or restrictions on growth, activities or operations if they fail to file an acceptable plan (i.e., theresolution plan is determined to not be credible and such deficiencies are not cured in a timely manner). Plans must typicallymanner, the regulators may jointly impose on the Company more stringent capital, leverage or liquidity requirements or restrictions on the Company’s growth, activities or operations. If the Company were to fail to address the deficiencies in its resolution plan when required, it could eventually be updated annually.Therequired to divest certain assets or operations. In October 2019, the Federal Reserve and the FDIC has also adopted regulationsa final rule requiring banking organizations that are subject to Category III standards under its own authority requiring an insured depository institution with $50 billion or more in total assetsthe Tailoring Rules, including the Company, to submit resolution plans on a triennial cycle (alternating between targeted and full submissions). Under the Tailoring Rules, the Company’s next resolution plan (a targeted submission) is due by July 1, 2021.toa separate resolution plan with the FDIC a contingency plan for the resolution of such institution in the event of its failure. The rule requires a covered depository institution to submit a resolution plan that should enable the FDIC, as receiver, to resolve the institution under applicable receivership provisions of the Federal Deposit Insurance Act in a manner that ensures that depositors receive access to their insured deposits within one business day of the institution’s failure, maximizes the net present value return from the sale or disposition of its assets and minimizes the amount of any loss to be realized by the institution’s creditors.The Company filed In April 2019, the FDIC released an advance notice of proposed rulemaking regarding potential changes to its resolution planning requirements for insured depository institutions, including U.S. Bank National Association, and voted to delay the next round of resolution plan submissions until the rulemaking process is complete.pursuant to each rulepreviously submitted by the Company and U.S. Bank National Association are available on the FDIC’s website and, in December 2015, and will periodically revise itsthe case of the Company’s resolution plans, as required. In September 2016, thefinalized a rule that establisheshas established enforceable guidelines for recovery planning by insured national banks insured federal savings associations, and insured federal branches of foreign banks with average total consolidated assets of $50$250 billion or more, which includesincluding U.S. Bank National Association. The guidelines provide that a covered bank should develop and maintain a recovery plan that is appropriate for its individual risk profile, size, activities, and complexity, including the complexity of its organizational and legal entity structure. The guidelines state that a recovery plan should, (a)among other elements, (i) establish triggers, which are quantitative or qualitative indicators of the risk or existence of severe stress that should always be11(b)(ii) identify a wide range of credible options that a covered bank could undertake to restore financial and operational strength and viability; and (c)(iii) address escalation procedures, management reports, and communication procedures.Association.Association or its subsidiaries. Under the Federal Reserve Act and the Federal Reserve’s Regulation W, U.S. Bank National Association (andand its subsidiaries) issubsidiaries are subject to quantitative and qualitative limits on extensions of credit (including credit exposure arising from repurchase and reverse repurchase agreements, securities borrowing and derivative transactions), purchases of assets, and certain other transactions involvingwith the Company or its othertermsterms. Transactions between U.S. Bank National Associations and its affiliates must be consistent with standards of safety and soundness.(“AML(collectively, “AML laws”), and implementing regulations for the International Emergency Economic Powers Act and the Trading with the Enemy Act, as administered by the United States Treasury Department’s Office of Foreign Assets Control (“sanctions laws”).In October 2015, U.S. Bank National Association entered into a Consent Order with the OCC regarding its Bank Secrecy Act (“BSA”) /Anti-Money Laundering (“AML”) compliance program. U.S. Bank National Association has implemented a number of BSA/AML compliance program enhancements and is taking significant steps to remediate the issues identified in the Consent Order.persons of the United States persons and certain foreign affiliates from engaging in any transaction with a restricted person or restricted country. Depository institutions and broker-dealers are required by their respective federal regulators to maintain policies and procedures in order to ensure compliance with the above obligations. Federal regulators regularly examine BSA/AMLAnti-Money Laundering (“AML”) and sanctions compliance programs to ensure their adequacy and effectiveness, and the frequency and extent of such examinations and the remedial actions resulting therefrom have been increasing.Non-compliance with sanctions laws and/or AML laws or failure to maintain an adequate BSA/AML compliance program can lead to significant monetary penalties and reputational damage, and federal regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank merger, acquisition, restructuring, or other expansionary activity. There have been a number of significant enforcement actions against banks, broker-dealers and non-bank financial institutions with respect to sanctions laws and AML laws and some have resulted in substantial penalties, including criminal pleas.12low-income low-income The assessmentCRA assessments also isare considered whenby the Federal Reserve or OCC reviewswhen reviewing applications by banking institutions to acquire, merge or consolidate with another banking institution or its holding company, to establish a new branch office that will accept deposits, or to relocate an office. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the CRA records of each subsidiary depository institution of the applicant bank holding company, and those records may be the basis for denying the application.“Satisfactory”“Outstanding” CRA rating in its most recent examination, covering the period from January 1, 20092012 through December 31, 2011.SEC. In July 2014, the SEC, finalizedincluding rules regarding money market fund reform. The final rules requirerequiring a floating net asset value for institutional prime andfunds. The rules also givefunds and permitting the board of directors of the money market funds the ability to limit redemptions during periods of stress (allowing for the use of liquidity fees and redemption gates during such times). Other changes include tightened diversification requirements and enhanced disclosure requirements.theU.S. Bank National Association, as a CFTC has issued and will continueprovisionally-registered swap dealer, is subject to issue additional rules regarding the regulation of the swaps marketplace and derivatives. The and require them to meet robust business conduct standards to lower risk and promote market integrity, to meet certain recordkeeping and reporting requirements so that regulators can better monitor the markets, to centrally clear and trade swaps on regulated exchanges or execution facilities, and to be subject to certain capital and margin requirements. U.S. Bank National Association is a registered swap dealer.in October 2015, the Federal Reserve, the OCC the FDIC, the Federal Housing Finance Agency, and the Farm Credit Administrationhas finalized a rule concerning swap margin and capital requirements. The rule incorporates many aspects of the international framework for margin requirements for non-centrally cleared derivatives issued in September 2013swap dealers regulated by the Basel Committee and the Board of the International Organization of Securities Commissions.OCC. The final rule mandates the exchange of initial and variation margin for13final rule phases in therules for variation margin requirements between September 1, 2016,have become effective, and March 1, 2017. Thethe rules for initial margin requirementshave become effective and will phase in over four years, beginning be fully2016. Additionally,2021, depending on the agencies issued a final rulelevel ofAugust 1, 2016 relatinginter-affiliate transactions to the rule’s exemptionCFTC’s margin rules, which generally exempt inter-affiliate transactions from initial margin requirements for certain non-cleared swaps and non-cleared security-based swaps used for hedging purposes by commercial end-users and certain other counterparties.Other swaps’ requirements have been modified by legislation. requirements.71613 of the Dodd-FrankBHC Act required covered United States banks actingand its implementing regulations, commonly referred to as dealers in commodity swaps, equity swaps and certain credit default swaps to “push out” such activities and conduct them through one or more non-bank affiliates. In December 2014, the Consolidated and Further Continuing Appropriations Act of 2015 was signed into law, which contains a provision that narrows the push-out requirements in Section 716 only to “structured finance swaps.”Future regulations will likely impose additional operational and compliance costs, although the ultimate impact of regulations that have not yet been finalized remains unclear.The Volcker Rule In December 2013, the SEC, the CFTC, the Federal Reserve, the OCC and the FDIC jointly issued a final rule to implement the so-called “Volcker Rule” under the Dodd-Frank Act. The Volcker Rule, prohibits” prohibit banking entities from engaging in proprietary trading, and prohibits certain interests in, or relationships with, hedge funds or private equity funds. The final rule also requires annual attestation by a banking entity’s Chief Executive Officer that the banking entity has in place processes to establish, maintain, enforce, review, test and modify a Compliance Program established in a manner reasonably designed to achieve compliance with the final rule. The final rule became effective on April 1, 2014, andVolcker Rule applies to the Company, U.S. Bank National Association and their affiliates. The Company has a Volcker Rule compliance program in place that covers all of its subsidiaries and affiliates, including U.S. Bank National Association.Financial Under and Cybersecurityimposedof the CCPA and other state privacy laws. The federal government may also pass data privacy or data protection legislation. In addition, in the European Union (“EU”), privacy law is now governed by the GLBA,General Data Protection Regulation (“GDPR”), which is directly binding and applicable for each EU member state since May 25, 2018. The GDPR contains enhanced compliance obligations and increased penalties forsubsidiaries are required periodicallysubsidiaries.discloseenhance cyber risk management among financial institutions. A financial institution is expected to establish lines of defense and to ensure that their retail customersrisk management processes also address the Company’s policies and practices with respectrisk posed by potential threats to the sharing of nonpublic customer information with its affiliatesinstitution. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and others, and the confidentiality and security of that information. Under the GLBA, retail customers also must be given the opportunity to “opt out” of information-sharing arrangements with non-affiliates, subject to certain exceptions set forth in the GLBA.Incentive-Based Compensation Arrangements In April 2011, the Federal Reserve, the OCC, the FDIC, the SEC, the National Credit Union Administration and the Federal Housing Finance Agency issued a proposed rule under Section 956maintenance of the Dodd-Frank Act that would require the reporting of incentive-based compensation arrangements byinstitution’s operations after a coveredcyber-attack. A financial institution is also expected to develop appropriate processes to enable recovery of data and prohibit incentive-based compensation arrangements at a covered financial institution that provide excessive compensation or that could exposebusiness operations if the institution or its critical service providers fall victim to inappropriate risks that could lead to material financial loss. In June 2016, those agencies issued a joint proposed rule to revise the proposed rule that had been issued in 2011 and that would prohibit incentive-based compensation arrangements that those agencies determine encourage inappropriate risks by certain financial institutions by providing excessive compensation or that could lead to material financial loss and require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator.Durbin AmendmentA provision of the Dodd-Frank Act known as the Durbin Amendment required the Federal Reserve to establish a cap on the interchange fees that merchants pay banks for electronic clearing of debit transactions. The Federal Reserve issued final rules, effective October 1, 2011, for establishing standards, including a cap, for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions. The final rule established standards for assessing whether debit card interchange fees received by debit card issuers were reasonable and proportional to the costs incurred by issuers for electronic debit transactions, and it established a maximum permissible interchange fee that an issuer may receive for an electronic debit transaction, which reduces fee revenue to debit card issuers such as the Company. Under the final rule, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is14the sum of 21 cents per transaction, a 1 cent fraud prevention adjustment, and 5 basis points multiplied by the value of the transaction.In July 2013, the United States District Court for the District of Columbia, inNACS, et al. v. Board of Governors of the Federal Reserve System, invalidated these regulations, ruling in favor of a group of retailers who argued that the new lower interchange fees had been inappropriately set too high. The United States Court of Appeals for the District of Columbia Circuit, in March 2014, reversed the district court, upheld the vast majority of the regulations, and remanded the matter to the district court for the limited purpose of reviewing the Federal Reserve’s treatment of transaction monitoring costs. In January 2015, the Supreme Court declined to review the Court of Appeals decision, which effectively keeps the final interchange fees rules intact. Retailsignificantly affectimpact financial institutions involved in the provision of consumer financial products and services, including the Company, U.S. Bank National Association, and the Company’s other subsidiaries. These regulatory activities may limit the types of financial services and products the Company may offer, which in turn may reduce the Company’s revenues.Supervisory Ratings Federal banking regulators regularly examine the Company to evaluate its financial condition and monitor its compliance with laws and regulatory policies. Key products of such exams are supervisory ratings of the Company’s overall condition, commonly referred to as the CAMELS rating for U.S. Bank National Association (which reflects the OCC’s evaluation of certain components of the bank’s condition) and the RFI/C(D) rating for U.S. Bancorp (which reflects the Federal Reserve’s evaluation of certain components of the holding company’s condition). Violations of laws and regulations or deemed deficiencies in risk management practices may be incorporated into these supervisory ratings. A downgrade in these ratings could limit the Company’s ability to pursue acquisitions or conduct other expansionary activities for a period of time, require new or additional regulatory approvals before engaging in certain other business activities or investments, affect U.S. Bank National Association’s deposit insurance assessment rate, and impose additional recordkeeping and corporate governance requirements, as well as generally increase regulatory scrutiny of the Company.usbank.com15Company’s 20162019 Annual Report on pages 6258 to 6662 under the heading “Line of Business Financial Review.” That information is incorporated into this report by reference.Item 1A. Company’s 20162019 Annual Report on pages 148146 to 157156 under the heading “Risk Factors.” That information is incorporated into this report by reference.Item 1B. Item 2. nine7 freestanding operations centers in Cincinnati, Denver, Milwaukee, Minneapolis, Overland Park, Portland and St. Paul. The Company owns 119 principal operations centers in Cincinnati, Coeur d’Alene, Fargo, Milwaukee, Olathe, Owensboro, Portland, St. Louis and St. Paul. At December 31, 2016,2019, the Company’s subsidiaries owned and operated a total of 1,5141,459 facilities and leased an additional 1,9871,954 facilities. The Company believes its current facilities are adequate to meet its needs. Additional information with respect to the Company’s premises and equipment is presented in Note 8 of the Notes to Consolidated Financial Statements included in the Company’s 20162019 Annual Report. That information is incorporated into this report by reference.Item 3. Company’s 20162019 Annual Report. That information is incorporated into this report by reference.Item 4. 1623, 2017,20, 2020, for those securities that remain outstanding.ClosingDate Issuer USB Capital IX’s $675,378,000 of 6.189% U.S. Bancorp’s Series A U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) U.S. Bancorp U.S. Bancorp’s 40,000,000 Depositary Shares ($25 per Depositary Share) each representing a 1/1000 Not Applicable U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) USB Realty Corp.’s 5,0004,500 shares of Non-cumulative Not Applicable U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) (a) (b) Non-cumulative17Item 5. 29, 2016,27, 2019, the Company announced that its Board of Directors had approved an authorization to repurchase up to $2.6$3.0 billion of its common stock, from July 1, 20162019 through June 30, 2017.2020. On November 12, 2019, the Company announced its Board of Directors had approved an additional authorization to repurchase up to $2.5 billion of its common stock through June 30, 2020, which is incremental to the $3.0 billion authorization. Except as otherwise indicated in the table below, all shares repurchased during the fourth quarter of 20162019 were repurchased under this authorization.these authorizations. The following table provides a detailed analysis of all shares repurchased by the Company or any affiliated purchaser during the fourth quarter of 2016: Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Program Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Program
(In Millions) 7,324,144 (a) $ 44.28 7,274,144 $ 1,623 4,078,648 47.37 4,078,648 1,430 2,694,407 51.06 2,694,407 1,292 14,097,199 (a) $ 46.47 14,047,199 $ 1,292 Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Program Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Program
(In Millions) 9,517,417 (a) $ 56.45 9,442,417 $ 1,672 11,887,044 59.25 11,887,044 3,468 17,717,490 59.99 17,717,490 2,405 39,121,951 (a) $ 58.90 39,046,951 $ 2,405 (a) 50,00075,000 shares of common stock purchased, at an average price per share of $42.69,$55.20, in open-market transactions by U.S. Bank National Association the Company’s principal banking subsidiary, in its capacity as trustee of the U.S. Bank 401(k) Savings Plan, which is the Company’s Employee Retirement Savings Plan.employee retirement savings plan.Company’s 20162019 Annual Report on page 145143 under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.Item 6. Company’s 20162019 Annual Report on page 23 under the heading “Table 1 — Selected Financial Data.” That information is incorporated into this report by reference.Item 7. Company’s 20162019 Annual Report on pages 22 to 7166 under the heading “Management’s Discussion and Analysis.” That information is incorporated into this report by reference.Item 7A. Company’s 20162019 Annual Report on pages 3836 to 6056 under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.Item 8. Company’s 20162019 Annual Report on pages 7267 to 147145 under the headings “Report of Management,” “Report of Independent Registered Public Accounting Firm,” “Report of on Internal Control Over Financial Reporting,” “U.S. Bancorp Consolidated Balance Sheet,” “U.S. Bancorp Consolidated Statement of Income,” “U.S. Bancorp18Item 9. Item 9A. Company’s 20162019 Annual Report on page 7166 under the heading “Controls and Procedures” and on pages 7267 and 7470 under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.Firm.” That information is incorporated into this report by reference.Item 9B. 19Item 10. U.S. Bank”Us” and then clicking on “Ethics” under the “Investor/Shareholder Information” heading, which is located at the left side“Investor Relations” and then clicking on “Corporate Governance” and then clicking on “Governance Documents” and then clicking on “Code of the bottomEthics” and then clicking on “Code of the page.Ethics and Business Conduct.” The Company intends to satisfy the disclosure requirements under Item 5.05 of Form of the RegistrantRichard K. DavisDavisCecere is Chairman, President and Chief Executive Officer of U.S. Bancorp. Mr. Davis, 58,Cecere, 59, has served as ChairmanPresident of U.S. Bancorp since December 2007 andJanuary 2016, Chief Executive Officer since December 2006.April 2017 and Chairman since April 2018. He also served as President from October 2004 until January 2016. He served as Chief Operating Officer from October 2004 until December 2006. Mr. Davis has held management positions with the Company since joining Star Banc Corporation, one of its predecessors, in 1993 as Executive Vice President.Jennie P. CarlsonMs. Carlson is Executive Vice President, Human Resources, of U.S. Bancorp. Ms. Carlson, 56, has served in this position since January 2002. Until that time, she served as Executive Vice President, Deputy General Counsel and Corporate Secretary of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. From 1995 until the merger, she was General Counsel and Secretary of Firstar Corporation and Star Banc Corporation.Andrew CecereMr. Cecere is President and Chief Operating Officer of U.S. Bancorp. Mr. Cecere, 56, has served in this position since January 2016. From January 2015 until January 2016, he served as Vice Chairman and Chief Operating Officer. From February 2007Officer from January 2015 to January 2015, Mr. Cecere served as2016 and was U.S. Bancorp’s Vice Chairman and Chief Financial Officer.Officer from February 2007 until January 2015. Until that time, he served as Vice Chairman, Wealth Management and SecuritiesInvestment Services, of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. Previously, he had served as an executive officer of the former U.S. Bancorp, including as Chief Financial Officer from May 2000 through February 2001.53,56, has served in this position since March 1, 2013. He also served as Corporate Secretary of U.S. Bancorp from March 2013 until April 2016. From 2001 to 2013, he served as the General Counsel and Secretary of Piper Jaffray Companies. From 1995 to 2001, Mr. Chosy was Vice President and Associate General Counsel of U.S. Bancorp, having also served as Assistant Secretary of U.S. Bancorp from 1995 through 2000 and as Secretary from 2000 until 2001.ChairmanChair and Chief Financial Officer of U.S. Bancorp. Mr. Dolan, 55,58, has served in this position since August 2016. From July 2010 to July 2016, he served as Vice Chairman, Wealth Management and20Securities Investment Services, of U.S. Bancorp. From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp’s Controller. He additionally held the title of Executive Vice President from January 2002 until June 2010 and Senior Vice President from September 1998 until January 2002.John R. ElmoreMr. Elmore is Vice Chairman, Community Banking and Branch Delivery,Chairman, WholesaleChair, Corporate and Commercial Banking, of U.S. Bancorp. Ms. Godridge, 61,64, has served in this position since January 2016. From February 2013 until December 2015, she served as Executive Vice President, National Corporate Specialized Industries and Global Treasury Management, of U.S. Bancorp. From February 2007, when she joined U.S. Bancorp, until January 2013, Ms. Godridge served as Executive Vice President, National Corporate and Institutional Banking, of U.S. Bancorp. Prior to that time, she served as Senior Executive Vice President and a member of the Executive Committee at The Bank of New York, where she was head of BNY Asset Management, Private Banking, Consumer Banking and Regional Commercial Banking from 2004 to 2006.Chairman,Chair, Wealth Management and SecuritiesInvestment Services, of U.S. Bancorp. Ms. Kedia, 45,49, has served in this position since joining U.S. Bancorp in December 2016. From October 2008 until May 2016, she served as Executive Vice President of State Street Corporation where she led the core investment servicing business in North and South America and served as a member of State Street’s management committee, its senior most strategy and policy committee. Previously, Ms. Kedia was an Executive Vice President of global product management at Bank of New York Mellon from 2004 to 2008.Chairman, WholesaleChair, Corporate and Commercial Banking, of U.S. Bancorp. Mr. Kelligrew, 51,54, has served in this position since January 2016. From March 2014 until December 2015, he served as Executive Vice President, Fixed Income and Capital Markets, of U.S. Bancorp, having served as Executive Vice President, Credit Fixed Income, of U.S. Bancorp from May 2009 to March 2014. Prior to that time, he held various leadership positions with Wells Fargo Securities from 2003 to 2009, and with Bank of America Securities from 1993 to 2003.Chairman,Chair, Payment Services, of U.S. Bancorp. Mr. Kotwal, 52,55, has served in this position since joining U.S. Bancorp in March 2015. From July 2008 until May 2014, he served as Executive Vice President of TD Bank Group with responsibility for retail banking products and services and as Chair of its enterprise payments council. From 2006 until 2008, he served as President, International, of eFunds Corporation, a payment services company.Corporation. Previously, Mr. Kotwal served in various leadership roles at American Express Company from 1989 until 2006, including responsibility for operations in North and South America, Europe and the Asia-Pacific regions.P.W. ParkerMr. ParkerChairmanChair and Chief RiskAdministrative Officer of U.S. Bancorp. Mr. Parker, 60,Ms. Quinn, 55, has served in this position since December 2013.April 2017. From October 2007 until DecemberSeptember 2013 heto April 2017, she served as Executive Vice President and Chief Credit Officer of U.S. Bancorp. From March 2005 until October 2007, he served as Executive Vice President of Credit Portfolio Management of U.S. Bancorp, having served as Senior Vice President of Credit Portfolio Management of U.S. Bancorp since January 2002.21Katherine B. QuinnMs. Quinn is Executive Vice President and Chief Strategy and Reputation Officer of U.S. Bancorp. Ms. Quinn, 52, has served in this position since joining U.S. Bancorp in September 2013 and has served on U.S. Bancorp’s Managing Committee since January 2015. From September 2010 until January 2013, she served as Chief Marketing Officer of WellPoint, Inc. (now known as Anthem, Inc.), a health insurance provider, having served as Head of Corporate Marketing of WellPoint from July 2005 until September 2010.she served as Chief Marketing and Strategy OfficerMs. Richard held various senior leadership roles at The Hartford, an investment and insurance company,2005.40,43, has served in this position since December 2013. From February 2011 until December 2013, he served as Senior Vice President and Credit Risk Group Manager of U.S. Bancorp Retail and Payment Services Credit Risk Management, having served as Senior Vice President and Risk Manager of U.S. Bancorp Retail and Small Business Credit Risk Management from June 2009 until February 2011. From March 2005 until May 2009, he served as Vice President and Risk Manager of U.S. Bancorp.Kent V. StoneMr. Stone is Vice Chairman, Consumer Banking Sales and Support, of U.S. Bancorp. Mr. Stone, 59, has served in this position since March 2013. He served as an Executive Vice President of U.S. Bancorp from 2000 to 2013, most recently with responsibility for Consumer Banking Support Services since 2006, and held other senior leadership positions with U.S. Bancorp since 1991.Chairman,Chair, Technology and Operations Services, of U.S. Bancorp. Mr. von Gillern, 51,54, has served in this position since July 2010. From April 2001, when he joined U.S. Bancorp, until July 2010, Mr. von Gillern served as Executive Vice President of U.S. Bancorp, additionally serving as Chief Information Officer from July 2007 until July 2010.Company’s Proxy Statement under the headings “Other Matters — Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports,” “Proposal“Proposal. 1 —Election— Election of Directors,” “Corporate Governance — Committee Responsibilities” and “Corporate Governance — Committee Member Qualifications.” That information is incorporated into this report by reference.Item 11. Company’s Proxy Statement under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Director Compensation.” That information is incorporated into this report by reference.22Item 12. 2016: Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
the First Column) 40,685,926 (3) 16,921,621 (1) $ 30.03 7,891,205 (2) - 521,344 - - 25,334,170 40,685,926 31,618,954 (3) 5,718,256 (1) $ 39.25 6,606,833 (2) - 351,948 (4) - - 12,677,037 31,618,954 (1) , and the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) and.(2) U.S. Bancorp 2001 Stock Incentive Plan (the “2001 Plan”). Excludes 137,620 shares, with a weighted-average exercise price of $19.86, underlying outstanding warrants assumed in connection with acquisitions by the Company.(2)Includes sharesCompany’s common stock underlying performance-based restricted stock units (awarded to the members of the Company’s managing committeeManaging Committee and settled in shares of the Company’s common stock on aIncludes an aggregate upward adjustment of 39,548 units subsequent to December 31, 2016, made to performance-based restricted stock units granted in 2016, to reflect the difference between (a) the number of units earned based on actual 2016 Company performance compared to absolute and relative targets set forth in each recipient’s award agreement and (b) the target number of units granted to managing committee members in February 2016.Excludes 413,850 unvested shares of restricted stock awarded under the 2007 Plan. These unvested shares were issued when awarded and consequently are included in the number of common shares outstanding.(3) 40,685,92631,618,954 shares of the Company’s common stock available for future issuance are reserved under the 2015 Plan. Future awards under the 2015 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock awards, or other stock-based awards.(4) 23521,344315,948 shares included in the table assume that participants in the plans whose deferred compensation had been deemed to be invested in U.S. Bancorpthe Company’s common stock had elected to receive all of that deferred compensation in shares of U.S. Bancorpthe Company’s common stock on December 31, 2016.2019. The U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) are the Company’s only deferred compensation plans under which compensation may currently be deferred. Company’s Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” That information is incorporated into this report by reference.Item 13. Company’s Proxy Statement under the headings “Corporate Governance — Director Independence,” “Corporate Governance — Committee Member Qualifications” and “Certain Relationships and Related Transactions.” That information is incorporated into this report by reference.Item 14. Company’s Proxy Statement under the headings “Audit Committee Report and Payment of Fees to Auditor — Fees to Independent Auditor” and “Audit Committee Report and Payment of Fees to Auditor — Administration of Engagement of Independent Auditor.” That information is incorporated into this report by reference.24Item 15. Overover Financial Reporting20162019 and 201520182016201920162019201620192016201925ExhibitNumberDescription [Pursuant to Item 601(b)(4)(iii)(A) of Regulation]262710.23 Form of Non-Qualified Stock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2014. Filed as Exhibit 10.2 to Form 8-K filed on December 31, 2014. 10.24 Form of Restricted Stock Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.9(a) to Form 8-K filed on January 7, 2009.(1)(2)10.25Form of Restricted Stock Award Agreement under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 10-Q filed for the quarterly period ended September 30, 2012.(1)(2)10.26Form of Restricted Stock Unit Award Agreement under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2013. Filed as Exhibit 10.27 to Form 10-K for the year ended December 31, 2013.(1)(2)10.27Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.10(a) to Form 8-K filed on January 7, 2009.(1)(2)10.28Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.1 to Form 8-K filed on March 6, 2009.(1)(2)10.29Form of Performance Restricted Stock Unit Award Agreement for Executive Officers (as approved February 14, 2011) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on February 16, 2011.(1)(2)10.30Form of Performance Restricted Stock Unit Award Agreement for Executive Officers (as approved January 16, 2012) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 18, 2012.2829ExhibitNumberDescription Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial statements fromXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.XBRL Taxonomy Extension Schema Document. XBRL Taxonomy Extension Calculation Linkbase Document. XBRL Taxonomy Extension Definition Linkbase Document. XBRL Taxonomy Extension Label Linkbase Document. XBRL Taxonomy Extension Presentation Linkbase Document. The cover page of U.S. Bancorp’s Annual Report on Form of the Company 2016,2019, formatted in Extensible Business Reporting Language: (i)Inline XBRL (included within the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Shareholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to Consolidated Financial Statements.Exhibit 101 attachments).(1) (2) arrangements.arrangements.23, 2017,20, 2020, on its behalf by the undersigned, thereunto duly authorized.U.S. BANCORP By /s/ RAICHARDNDREW K. DCAVISECERE Richard K. DavisAndrew Cecere Chairman, President and Chief Executive Officer 23, 2017,20, 2020, by the following persons on behalf of the registrant and in the capacities indicated.RAICHARDNDREW K. DCAVISECERERichard K. Davis,Andrew Cecere,Terrance R. Dolan, ChairmanChair and Chief Financial OfficerCLRAIGISA E. GR. SIFFORDTARKCraig E. Gifford,Lisa R. Stark,DOUGLAS M. BAKER, JR.*Douglas M. Baker, Jr., DirectorDorothy J. Bridges, Director Elizabeth L. Buse, Director /s/ ANDREW CECEREAndrew Cecere, DirectorRichard P. McKenney, Director Yusuf I. Mehdi, Director David B. O’Maley, Director O’Dell M. Owens, M.D., M.P.H., Director John P. Wiehoff, Director * 23, 201720, 2020By: Andrew Cecere Chairman, President and Chief OperatingExecutive Officer