2020 accounts, savings accounts and a total of 68,108 full-time equivalent employees. For additional information relating to how the Company attracts and retains employees, see “Human Capital” above. is subject to the Dodd-Frank Act’s enhanced prudential standards requirements. The Dodd-Frank Act, 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 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. Tailoring Rules. fourth quarters of 2020, and not to increase common stock dividends or pay common stock dividends in excess of their average net income over the past four quarters. In December 2020, the Federal Reserve announced that these bank holding companies could continue existing dividend payments and resume stock repurchases in the first quarter of 2021, as long as the combined amounts of repurchases and dividends in that quarter do not exceed the bank holding company’s average earnings per quarter over the last four quarters. are also subject to a minimum requirements. effects through January 2025. The Federal Reserve has also stated that it will not incorporate CECL into the calculation of the allowance for credit losses in supervisory stress tests through the 2021 stress test cycle. For further discussion of CECL, see Notes 1, 2 and 5 of the Notes to Consolidated Financial Statements in the 2020 Annual Report. The Company and U.S. Bank National Association elected to delay and subsequently phase in the regulatory capital impact of CECL in accordance with this rule. last four quarters. 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 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. its risk profile. 2020. available sanctions for certain BSA violations. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. depend on how the OCC’s final rule is implemented. (“USBII”) and other subsidiaries. These activities are subject to regulations of the SEC, the Financial Industry Regulatory Authority and other authorities, including state regulators. These regulations generally cover licensing of securities personnel, interactions with customers, trading operations and periodic examinations. its tier 1 capital. banking organization’s inability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. The effects on the Company and U.S. National Bank Association will depend on the final form of the rule and how it is implemented. Period October1-31 November1-30 December1-31 Total Company’s Managing Committee in other human resources senior leadership positions at Hewlett-Packard Company and Hewlett Packard Enterprise Company from July 2009 to June 2015. He previously served in various leadership roles at Wells Fargo and Bank of America. 2009. of WellPoint, Inc. (now known as Anthem, Inc.), having served as Head of Corporate Marketing of WellPoint from July 2005 until September 2010. 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 Stock Options Restricted Stock Units and Performance-Based Restricted Stock Units Equity compensation plans not approved by security holders(4) Total Warner L. Baxter, Director Mark N. Casper, Director Kimberly J. Harris, Director Roland A. Hernandez, Director☑ 2017☐
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 H
KUSB PrP New York Stock Exchange USB PrQ New York Stock Exchange USB PrR 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 RegulationS-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 Form10-K or any amendment to this Form10-K. ☑ (Check one):Large accelerated filer ☑ Accelerated filer ☐ ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company☐ 2017,2020, the aggregate market value of the registrant’s common stock held by$87.2$55.5 billion based on the closing sale price as reported on the New York Stock Exchange. 20182021 1,651,901,6741,502,136,131 1. Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 20172020 (the “2017“2020 Annual Report”) Parts I and II 2. Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 17, 201819, 2021 (the “Proxy Statement”) Part III A reversal or slowingThecurrentimpacts on its business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic recoveryconditions or another severe contractionturbulence in domestic or global 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; further increases in unemployment 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.3836 to 6058 and “Risk Factors” on pages 146 to 156158 of the 20172020 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.Minnesota. U.S. Bancorp was incorporated in Delaware in 1929 and operatesMinnesota that is registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956.1956 (the “BHC Act”), and has elected to be treated as a financial holding company under the BHC Act. U.S. Bancorp provides a full range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services. It also engages in credit card services, merchant and ATM processing, mortgage banking, insurance, brokerage and leasing.$357$443 billion in deposits at December 31, 2017,2020, 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.Company, such as healthcare, utilities, oil and gas, and state and municipal government. 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 checking23,0672,434 banking offices as of December 31, 2020, principally operating in the Midwest and West regions of the United States, through and over mobile devices.devices and through other distribution channels. The Company operates a network of 4,7714,232 ATMs as of December 31, 2020, and providesmerchants and through a network of banking affiliations.merchants. Wholly-owned subsidiaries and affiliates of Elavon provide similar merchant services in Canada Mexico and segments of Europe. The Company also provides corporate trust and fund administration services in Europe. These foreign operations are not significant to the Company.On a full-time equivalent basis,2017, 2020, the Company has resumed operations at locations that were temporarily closed, customer behavior has evolved greatly as more customers are migrating quickly to72,402 people.Competitioncommercial banking businessCompany will continue to monitor thecompanies.companies, including by financial technology companies, or “fintechs,” which may offer bank-like products or services that compete directly with the Company’s products and services. Competition is based on a number of factors, including, among others, customer service, quality and range of products and services offered, price, reputation, interest rates on loans and deposits, lending limits and customer convenience.convenience, including the ability to address customer needs by using technology to provide products and services that customers want to adopt. The Company’s ability to continue to compete effectively also depends in large part on its ability to attract new employees and retain and motivate existing employees, while managing compensation and other costs. regulatory authorities, including the 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.3Bank Holding CompanyBHC Act (the “BHC Act”) and to inspection, examination and supervision by the Board 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 their subsidiaries have occurred as a result ofits subsidiaries. Any change in the enactment in 2010 ofstatutes, regulations or regulatory policies applicable to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Changes in applicable law or regulation, andCompany, including changes in their application by regulatory agencies, have had and will continue tointerpretation or implementation, could have a material effect on theits business and results ofor organization.and its subsidiaries.significantly changedas amended by the regulatory framework for financial services companies,Economic Growth, Regulatory Relief and since its enactment has required significant rulemaking and numerous studies and reports. Among other things, it created a new Financial Stability Oversight Council (the “Council”Consumer Protection Act (“EGRRCPA”) with broad authority to make recommendations covering, however, mandated that the Federal Reserve tailor the enhanced prudential standards and more stringent supervision for largeapplicable to a bank holding company or category of bank holding companies based on several factors, including size, capital structure, complexity, and certainnon-bank financial services companies. The Dodd-Frank Act significantly reduced interchange fees on debit card transactions, changedother risk-related factors. In October 2019, the preemptionfederal banking regulators adopted two final rules (the “Tailoring Rules”) that revised the criteria for determining the applicability 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 addition to the Dodd-Frank Act, other legislative and 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 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.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.OCC Heightened StandardsThe OCC has issued 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 consultation 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.Reserve.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 unaffiliated bank holding company, bank or savings association. 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.5 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 Community Reinvestment Act (“CRA”))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.Enhanced Prudential Standardssubjectrequired to act as a final rule issued bysource of strength to U.S. Bank National Association, and to commit capital and financial resources to support this subsidiary in circumstances where it might not otherwise do so. Under these requirements, the Federal Reserve relatingmay in the future require the Company to provide financial assistance to U.S. Bank National Association, should it experience financial distress. Capital loans by the Company to U.S. Bank National Association would be subordinate in right of payment to deposits and certain other debts of U.S. Bank National Association. In the event of the Company’s bankruptcy, any commitment by the Company to a federal bank regulatory agency to maintain the capital of U.S. Bank National Association would be assumed by the bankruptcy trustee and entitled to a priority of payment.required underbased on the Dodd-Frank Act forbanking organization’s size, status as a global systemically important bank, holding companies with over $50 billion in consolidated assets.cross-jurisdictional activity, weighted short-term wholesale funding, nonbank assets andThe rule incorporates the requirement thatThese standards also require 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 maximumno$250 billion or more, than15-to-1, based uponif the determination byFinancial Stability Oversight Council determines that the Council that (a) such company poses a grave threat to the financial stability of the United States and (b)that the imposition of such anecessaryrequired to mitigateestablish early remediation requirements for bank holding companies with total consolidated assets of $250 billion or more, but these requirements have not yet been finalized.risk that the company posesenhanced prudential standards applicable to the financial stability ofCompany are described below in further detail, including changes that have been made to these requirements under the United States. Subject to exceptions for well-capitalized and well-managed holding companies,regulations also require approvalapproved a final rule replacing the static 2.5 percent component of holding company purchases and redemptions of its securities if the gross consideration paid exceeds 10 percent of consolidated net worthcapital conservation buffer with the stress capital buffer (“SCB”) for any12-month period.In addition, Federal Reserve policy on the payment of dividends, stock redemptions and stock repurchases requires that bank holding companies consult with and inform$100 billion or more in total consolidated assets, such as the Federal ReserveCompany. The SCB reflects stressed losses in advance of doing anythe supervisory severely adverse scenario of the following: declaringCCAR stress tests, described in more detail in “Stress Testing” below, and paying dividends that could raise safety and soundness concerns (i.e. 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 repurchasingincludes four quarters of planned common stock dividends. The SCB is subject to a 2.5 percent floor. A firm’s SCB requirement is generally effective on October 1 of each year and perpetual preferredremains in effect until October 1 of the following year, unless the firm’s SCB is reset in connection with a resubmission of a capital plan. The Company’s first SCB requirement of 2.5 percent took effect on October 1, 2020.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 (includingcompany is required to resubmit its capital plan. In connection with 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.6The 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. SeeNovember 2020 resubmission described under “Comprehensive Capital Analysis and Review” below, the Federal Reserve required those bank holding companies, including the Company, to suspend stock repurchases during the third 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 thecapital-to-assets ratios of financial institutions to meet certain minimum standards. The risk-based capital ratio is calculated by allocating assets and specifiedoff-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 totalon-balance sheet assets.The Federal Reserve and the OCC finalized a 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 IIIThese quantitative calculations are minimums, and the Federal Reserve and 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.focuses regulatoryadopted by the banking regulators in July 2019 relating to simplifications of the capital rules applicable tocommon equity tierJanuary 1, 2020, and provide for simplified capital introduces new regulatory adjustments and deductions from capital, narrows the eligibility criteria for regulatory capital instruments and makes other changesrequirements relating to the Basel Ithreshold 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 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, withinvestments in the Company’s capital adequacy being evaluated againstof unconsolidated financial institutions, as well as the Basel III methodology that is most restrictive. The Federal Reserve approved a final rule, effective April 1, 2014, revising the market risk capital rule, which addresses the market riskinclusion of significant trading activities, so that it conforms to the Basel III capital framework.Beginning January 1, 2014, theminority 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 fullyphased-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 percentthe SCB, which is based on the results of the Federal Reserve’s supervisory stress tests and the Company’s planned common equity tier 1 capital conservation bufferstock dividends, 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. The SCB replaces the static 2.5 percent component of the capital conservation buffer and is likely to vary over time. As of December 31, 2020, the SCB applicable to the Company is 2.5 percent. If the Federal Reserve were to raise the countercyclical capital buffer above zero percent, or if the SCB applicable to the Company were to exceed 2.5 percent, this would also change the effective minimum capital ratios to which the Company is subject.a fullyphased-in basis by 2019. capital distributions, including dividends and share repurchases and certain discretionary executive compensation, with the severity of the constraints depending on the extent of the shortfall and “eligible retained income” (since March 2020, defined as the greater of (i) net income for the four preceding quarters, net of distributions and associated tax effects not reflected in net income; and (ii) the average of all net income over the preceding four quarters), with progressively more stringent constraints on capital actions as the Company approaches 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,7Basel III supplementary leverage ratioSupplementary Leverage Ratio (“SLR”) of 3.0 percent that takes into account bothThe United States banking regulators also published final regulations in June 2011 implementing Section 171 of the Dodd-Frank Act, commonly known as the Collins 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. On January 1, 2015, the United States Basel III final rule replaced the BaselI-based “capital floor” with a standardized approach that, among other things, modifies the existing risk weights for certain types of asset classes. The “capital floor” applies to the calculation of both minimum risk-based capital requirements as well as the capital conservation buffer and, if deployed, 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 bothon- andoff-balance sheet exposures. The Company began calculating and reporting its SLR beginning in the first quarter of 2015, however it became subject to the minimum SLR requirement on January 1, 2018. At December 31, 2017,2020, the Company exceeded the applicable minimum tier 1 leverage ratio and SLR requirement.framework, unofficially known as Basel IV.framework. The changes 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 (a)(i) enhancing the robustness and risk sensitivity of the standardized approaches for credit risk, credit valuation adjustment (“CVA”) risk and operational risk; (b)(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; (c)(iii) introducing a leverage ratio buffer to further limit the leverage of global systemically important banksG-SIB”s)G-SIBs”);(d)(iv) replacing the existing Basel II output floor with a more robust risk-sensitive floor based on the Committee’s revised Basel III standardized approaches. January 1, 2022 isUnder the Basel standards, the implementation date for the revised standardized approach for credit risk and leverage ratioratios as well as the IRB, CVA, operational risk, and market risk frameworks.frameworks is January 1, 2023. In addition, in January 2019, the Basel Committee published a revised market2022,2023, with full implementation by January 1, 2027. Federal banking regulators are expected to undertake one or more rulemakings in future years to implement2028. The effects of these revisions on the Company and U.S. Bank National Association will depend on the manner in which they are implemented by the United States federal banking agencies.United States.20172020 Annual Report. TheCapital Plans rule requires large bank holding companies with assets in excess of $50 billion to submitCCAR rules, the Company submits a capital plansplan to the Federal Reserve on an annual basis and to obtain approval frombasis. As part of the CCAR process, the Federal Reserve forevaluates the Company’s plans to make capital distributions, proposed inincluding by repurchasing stock or making dividend payments, under a number of macroeconomic and Company-specific assumptions based on the capital plan.Company’s and the Federal Reserve’s stress tests described under “Stress Testing” below. 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; and 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(without taking the buffers into account) under expected and stressful conditions; and a demonstration of a company’s ability to achieve, readily and without difficulty,conditions.minimum capital ratios and capital buffers underCompany, were required by the Basel III framework as it comes into effect in the United States.The Federal Reserve has issued a final rule specifying how largeto resubmit their capital plans in November 2020 in light of the ongoing economic effects of theshould incorporatecould continue existing dividend payments and resume stock repurchases in the United States Basel III capital standards into their capital plans. Among other things,first quarter of 2021, as long as the final rule requires largecombined amounts of repurchases and dividends in that quarter do not exceed the bank holding companies to project both their common equity tier 1 capital8ratio 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 incompany’s average earnings per quarter over the nine-quarter planning horizon.The Company will submit its 2018 capital plan to the Federal Reserve by April 5, 2018, in accordance with instructions from the Federal Reserve. Applicable stress testing rules require the Federal Reserve to publish the results of its assessment of the Company’s capital plan, including its planned capital distributions, no later than June 30, 2018.large bank holding companies subject to Category III standards such as the Company to conduct an annual internal stress test in connection with its annual capital plan submission as well as biennialthemsuch bank holding companies to annual supervisory stress tests conducted by the Federal Reserve. Among other things, the 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 currently required to publish the results of the annual supervisory and annualbiennialIn addition, all large bank holding companies areUnder the Tailoring Rules, the Company is no longer required to submit amid-cyclecompany-runconducttest employing stress scenarios developed by the Company. The results of this stress test must be submitted totests, and 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 bothhas eliminated the adverse and severely adversescenario as a mandatory scenario.scenarios developed bytesting requirements for national banks with requirements for their holding companies under the Federal Reserve.NationalTailoring Rules. Under the OCC’s rule, national banks$50$250 billion, including U.S. Bank National Association, are required to submit annual U.S. Bank National Association will submit its stress test in accordance with regulatory requirements by April 5, 2018. The Company is required to publish the results of this stress test no later than June 30, 2018. In 2009,Basel Committee proposed twoTailoring Rules are subject to a 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.horizon.The federal banking regulators have jointly issued a final rule that implements the LCR in the United States. The rulehorizon and 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 standardsfinal rule is generally similar to the May 2016 proposal with modifications to incorporate the changes made in the rule differTailoring Rules and align funding requirements for certainrespects fromfunding markets.Basel Committee’s version of the LCR, including a narrower definition of high-quality liquid assets, different prescribed cash inflowTailoring Rules and outflow assumptions for certain types of instruments and transactions, a different methodology for calculating the LCR and a shorterphase-in schedule that ended on December 31, 2016. In June 2016, the federal banking regulators proposed afinal NSFR rule, to implement a NSFR requirement in the United States that would apply to the Company and U.S. Bank National Association, consistentas Category III banking organizations with the Basel Committeeless than $75 billion of weighted short-term wholesale funding, qualify for reduced LCR and NSFR standard finalized in October 2014. The Basel Committee contemplated that the NSFR, including any revisions, would be implemented as a minimum standard by January 1, 2018. Federal banking regulators continue to work on finalizing a rule to implement the NSFR standards in the United States.Recovery Plans In September 2016, the OCC finalized a rule that establishes enforceable guidelines for recovery planning by insured national banks, insured federal savings associations, and insured federal branches9of foreign banks with average total consolidated assets of $50 billion or more, which includes 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) establish triggers, which are quantitative or qualitative indicatorsrequirements calibrated at 85 percent of the risk or existence of severe stress that should always be escalated to management or the board of directors, as appropriate, for purposes of initiating a response; (b) identify a wide range of credible options that a covered bank could undertake to restore financial and operational strength and viability; and (c) address escalation procedures, management reports, and communication procedures. The board of U.S. Bank National Association approved a recovery plan pursuant to these guidelines in December 2017.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). These ratings are considered to be confidential supervisory information and disclosure to third parties is not allowed without permission of the issuing regulator. 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. In August 2017, the Federal Reserve proposed a new supervisory rating system that would govern the Federal Reserve’s supervision of all bank holding companies with total consolidated assets of $50 billion or more and United States intermediate holding companies of foreign banking organizations, as well as certain savings and loan holding companies with assets of $50 billion or more. Under the proposal, ratings would be assigned for each of three component categories: (a) Capital Planning and Positions, (b) Liquidity Risk Management and Positions, and (c) Governance and Controls. However, no composite rating would be assigned, and this proposal is still under consideration.In August 2017, the Federal Reserve also issued proposed guidance with respect to its expectations regarding the supervisory role of boards of directors of large financial institutions. In addition, in January 2018, the Federal Reserve made a proposal relating to the supervisory responsibilities of members of senior and business line management for risk management and controls at large financial institutions. Both of these proposals are meant to set regulatory expectations for the “Governance and Controls” component of the new rating system that has been proposed by the Federal Reserve.Federal Deposit Insurance Corporation Improvement Actfull requirements.aan FDIC-insured depository institution, such as U.S. Bank National Association, if that institution does not meet certain capital adequacy standards.United States Basel III final 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 to10Deposit Insurance Under current FDIC regulations, each depository institution is assigned to a risk category based on capital and supervisory measures. A depository institution is assessed premiums byFDIC based on its risk category and the amount of deposits held. In 2009, the FDIC revised the method for calculating the assessment rate for depository institutions by introducing several adjustments to 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 fund part of the cost of the Dodd-Frank Act by increasing the reserve ratio of the deposit insurance fund 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 institutions such as the Company.The Dodd-Frank Act also permanently increased deposit insurance coverage from $100,000 per account ownership type to $250,000. In February 2011, the FDIC adoptedFederal Reserve issued a final rule implementingregarding single-counterparty credit limits (“SCCL”) for large banking organizations, including the Dodd-Frank Act provisions, whichCompany. 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.use ofcertain deposits, up to a risk scorecard to determine deposit premiums. The effect of the rule was to increase the FDIC premiums paid by U.S. Bank National Association. In 2014, the FDIC adopted a final rule revising itsstandard maximum deposit insurance assessment system to reflect changes in the regulatory capital rules that became effective in 2015, with additional revisions to become effective in 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 ratioamount of the deposit insurance fund to 1.35 percent, the FDIC finalized a surcharge on the quarterly assessments of$250,000 per depositor. Deposits at U.S. National Bank are 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, with total consolidated assetsincluding 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 $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.11 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 Treasury determines (upon the written recommendation of the FDIC and the Federal Reserve and after consultation with the 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 anynon-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 whenupdated 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 periodically toresolution plans on a triennial cycle (alternating between targeted and full submissions). On December 9, 2020, the Federal Reserve and the FDIC released targeted plan guidance and directed large foreign and domestic banks to file resolution plans including core elements of a contingency plan for thefirm’s resolution ofstrategy — such institution in the event ofas capital, liquidity, and recapitalization strategies — as well as how each firm has integrated changes to and lessons learned from its failure.response torule requires a covered depository institution toCompany must submit aits targeted resolution plan by December 17, 2021.The Company filed In April 2019, the FDIC released an advance notice of proposed rulemaking regarding potential changes to its Dodd-Frank Actresolution 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. In January 2021, the FDIC announced that, given the passage of time from the last resolution plan submissions and the uncertain economic outlook, the FDIC will resume requiring resolution plan submissions for insured depository institutions with $100 billion or more in assets, including U.S. Bank National Association. The FDIC indicated that no insured depository institution will be required to submit a resolution plan without at least 12 months advance notice, but did not otherwise provide notice of when U.S. Bank National Association will be required to submit its next resolution plan.2017, and will periodically revise its resolution plans as required under each rule.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, securitiesinvolvingwith the Company or its othertermsterms. Transactions between U.S. Bank National Associations and its affiliates must be consistent with standards of safety and soundness.12persons 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/Anti-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 failuremaintain an adequate BSA/AMLcomprehensively reform and modernize U.S. anti-money laundering laws. Among other things, the AMLA codifies a risk-based approach to anti-money laundering compliance program can lead to significant monetary penalties and reputational damage, and federal regulators evaluatefor financial institutions; requires the effectivenessdevelopment 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 andnon-bank financial institutions with respect to sanctions laws and AML laws and some have resulted in substantial penalties, including againststandards by the Company and U.S. Bank National Association. See Note 22Department of the Notes to Consolidated Financial StatementsTreasury for evaluating technology and internal processes for BSA compliance; and expands enforcement- and investigation-related authority, including a significant expansion in the 2017 Annual Report.low-incomelow-incomeThe 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.a “Satisfactory”an “Outstanding” CRA rating in its most recent examination, covering the period from January 1, 20092012 through December 31, 2011.2015.OCC has commenced it most recent CRA examframework expands the types of activity that qualify for CRA credit; revises how banks delineate their CRA assessment areas; and establishes new standards for evaluating banks with more than $2.5 billion in 2017,assets, including, the resultsnumber of whichqualifying retail loan originations tobe made public upon completion.13SEC. 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.Federal Reserve, the OCC the FDIC, the Federal Housing Finance Agency, and the Farm Credit Administration havehas finalized a rule concerning swap margin and capital requirements. The rule incorporates many aspects of the international frameworkrequirements for margin requirements fornon-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 forfinal rule phased in therules for variation margin requirements betweenhave become effective, and the rules for initial2016,2021, depending on the level of derivatives activity of the swap dealer and March 1, 2017. Thethe relevant counterparty. In June 2020, the banking regulators finalized rules to conform their margin rules on inter-affiliate transactions to the CFTC’s margin rules, which generally exempt inter-affiliate transactions from initial margin requirements will phase in over four years, beginning on September 1, 2016. Additionally, the agencies have issued a final rule relating to the rule’s exemption from margin requirements for certainnon-cleared swaps andnon-cleared security-based swaps used for hedging purposes by commercialend-users and certain other counterparties.Other swaps’ requirements have been modified by legislation. Section 716extent a depository institution’s total exposure to all affiliates is less than 15 percent of the Dodd-Frank Act required covered United States banks acting as dealers in commodity swaps, equity swaps and certain credit default swaps to “push out” such activities and conduct them through one or morenon-bank affiliates. The Consolidated and Further Continuing Appropriations Act of 2015 narrowed thepush-out requirements in Section 716 to only “structured finance swaps.” In December 2013,SEC,BHC Act and its implementing regulations, commonly referred to as the CFTC, the Federal Reserve, the OCC and the FDIC jointly issued a final rule to implement theso-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 achieve14compliance 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 sharinginstitution. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of nonpublic customer information withthe institution’s operations after a cyber-attack. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations if the institution or its affiliates and others, andcritical service providers fall victim to a cyber-attack.confidentiality andUnited States federal bank regulatory agencies released a proposed rule regarding notification requirements for banking organizations related to significant computer security of that information.incidents. Under the GLBA, retail customers also mustproposal, a bank holding company, such as the Company, and a national bank, such as U.S. Bank National Association, would be givenrequired to notify the opportunity to “opt out”Federal Reserve or OCC, respectively, within 36 hours of information-sharing arrangements withnon-affiliates, subject to certain exceptions set forthincidents that could result in the GLBA. Regulation Retailconsumers, including laws related to fair lending and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services.consumers. These laws and regulations include theConsumer Financial Protection Bureau These and other laws and regulations require, among other things, disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices and subject U.S. Bank National Association to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. U.S. Bank National Association’s regulators may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions and civil money penalties. Failure to comply with consumer protection requirements may also result in significant reputational harm.Website Access to SEC Reportsusbank.com20172020 Annual Report on pages 6160 to 6564 under the heading “Line of Business Financial Review.” That information is incorporated into this report by reference.20172020 Annual Report on pages 146 to 156158 under the heading “Risk Factors.” That information is incorporated into this report by reference.15ten7 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, 2017,2020, the Company’s subsidiaries owned and operated a total of 1,5071,857 facilities and leased an additional 1,9461,416 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 20172020 Annual Report. That information is incorporated into this report by reference.20172020 Annual Report. That information is incorporated into this report by reference.1622, 2018,23, 2021, for those securities that remain outstanding. 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 ofNon-cumulative Not Applicable U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) Non-cumulative17On June 28, 2017,up to $2.6$3.0 billion of its common stock from Julybeginning January 1, 2017 through June 30, 2018. Except2021. The Company will continue to monitor the economic environment and will adjust its common stock repurchases as otherwise indicated in the table below, all shares repurchased during the fourth quarter of 2017 were repurchased under this authorization.circumstances warrant, including remaining consistent with regulatory requirements. The following table provides a detailed analysis of all shares repurchased by the Company or any affiliated purchaser during the fourth quarter of 2017: 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) 7,547,234 (a) $ 54.22 7,497,234 $ 1,528 4,678,378 (b) 54.46 4,628,378 1,276 157,093 54.16 157,093 1,268 12,382,705 (c) $ 54.31 12,282,705 $ 1,268
of Shares
Purchased
Price Paid
per Share 136,003 (a) $ 39.39 160 42.70 255,720 44.91 391,883 (a) $ 43.00 50,000130,000 shares of common stock purchased, at an average price per share of $53.43, in open-market transactions by U.S. Bank National Association, the Company’s banking subsidiary, in its capacity as trustee of the Company’s Employee Retirement Savings Plan.(b)Includes 50,000 shares of common stock purchased, at an average price per share of $51.76,$39.55, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s Employee RetirementU.S. Bank 401(k) Savings Plan,(c)Includes 100,000 shares of common stock purchased, at an average price per share of $52.60, in open-market transactions by U.S. Bank National Association in its capacity as trustee of which is the Company’s Employee Retirement Savings Planemployee retirement savings plan.20172020 Annual Report on page 143 under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” and in Item 12 of this report, under the heading “Equity Compensation Plan Information.” That information is incorporated into this report by reference.20172020 Annual Report on page 23 under the heading “Table 1 — Selected Financial Data.” That information is incorporated into this report by reference.20172020 Annual Report on pages 22 to 7168 under the heading “Management’s Discussion and Analysis.” That information is incorporated into this report by reference.20172020 Annual Report on pages 3836 to 6058 under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.1820172020 Annual Report on pages 7269 to 145 under the headings “Report of Management,” “Report of Independent Registered Public Accounting Firm,” “Report of Independent Registered Public Accounting Firm,” “U.S. Bancorp Consolidated Balance Sheet,” “U.S. Bancorp Consolidated Statement of Income,” “U.S. Bancorp 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.20172020 Annual Report on page 7168 under the heading “Controls and Procedures” and on pages 7269 and 7472 under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm.” That information is incorporated into this report by reference.19Ethics.Ethics” and then clicking on “Code of Ethics and Business Conduct.” The Company intends to satisfy the disclosure requirements under Item 5.05 of FormExecutive Officers ofRegistrant57,60, has served as President of U.S. Bancorp since January 2016, and Chief Executive Officer since April 2017.2017 and Chairman since April 2018. He also served as Vice Chairman and Chief Operating Officer from January 2015 to January 2016 and was U.S. Bancorp’s Vice Chairman and Chief Financial Officer from February 2007 until January 2015. Until that time, he served as Vice Chairman, Wealth Management and Investment 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.Jennie P. CarlsonMs. CarlsonMs. Carlson, 57,Mr. Barcelos, 50, 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 andjoining U.S. Bancorp in February 2001.September 2020. From 1995April 2018 until August 2020, he served as Senior Vice President and Chief People and Places Officer of the merger, she was General CounselFederal National Mortgage Association (Fannie Mae), having served as Senior Vice President, Human Resources of the DXC Technology Company from April 2017 to March 2018. Previously, Mr. Barcelos served as Senior Vice President and SecretaryHead of Firstar CorporationHuman Resources for the Enterprise Services business of Hewlett Packard Enterprise Company from June 2015 to April 2017, and Star Banc Corporation.54,57, has served in this position since March 2013. He also served as Corporate Secretary of U.S,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, 56,59, has served in this position since August 2016. From July 2010 to July 2016, he served as Vice Chairman,Chair, Wealth Management and 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, of U.S. Bancorp. Mr. Elmore, 61, has served in this position since March 2013. From 1999 to 2013, he served as Executive Vice President, Community Banking, of U.S. Bancorp and its predecessor company, Firstar Corporation.20Leslie V. GodridgeMs. Godridge is Vice Chairman, Corporate and Commercial Banking, of U.S. Bancorp. Ms. Godridge, 62, 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 Investment Services, of U.S. Bancorp. Ms. Kedia, 47,50, 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,Chair, Corporate and Commercial Banking, of U.S. Bancorp. Mr. Kelligrew, 52,55, 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, 53,56, 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. 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. Parker is Vice Chairman and Chief Risk Officer of U.S. Bancorp. Mr. Parker, 61, has served in this position since December 2013. From October 2007 until December 2013 he 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.ChairmanChair and Chief AdministrationAdministrative Officer of U.S. Bancorp. Ms. Quinn, 53,56, has served in this position since April 2017. From September 2013 to April 2017, she served as Executive Vice President and Chief Strategy and Reputation Officer of U.S. Bancorp and has served on U.S. Bancorp’s Managing Committee since January 2015. From September 2010 until January 2013, she served as Chief Marketing Officer21she served as Chief Marketing and Strategy OfficerMs. Richard held various senior leadership roles at The HartfordHSBC from 2003 until 2005.41,44, 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.Chairman,Chair, Technology and Operations Services, of U.S. Bancorp. Mr. von Gillern, 52,55, 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.Chairman,Chair, Consumer and Business Banking, of U.S. Bancorp. Mr. Welsh, 55, has served in this position since March 2019. Prior to that, he served as Vice Chair, Consumer Banking Sales and Support of U.S. Bancorp. Mr. Welsh, 52, has served in this position since joining U.S. Bancorp in July 2017. From July 2006 until June 2017, he served as a Senior Partner at McKinsey & Company where he specialized in financial services and the consumer experience. Previously, Mr. Welsh served as a Partner at McKinsey & Company from 1999 to 2006.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.222017: 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)
security holders 37,178,340 (3) 12,530,847 (1) $ 32.28 7,518,298 (2) - 496,578 - - 20,545,723 37,178,340
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
Exercise Price of
Outstanding Options,
Warrants and Rights
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
the First Column) 28,306,216 (3) 5,180,391 (1) $ 40.38 6,409,373 (2) - 393,280 (4) - - 11,983,044 28,306,216 , and the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) and.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 Committee and settled in shares of the Company’s common stock on aIncludes an aggregate upward adjustment of 71,343 units subsequent to December 31, 2017, made to performance-based restricted stock units granted in 2017, to reflect the difference between (a) the number of units earned based on actual 2017 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 2017.37,178,34028,306,216 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.23496,578393,280 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, 2017.2020. 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.2420172020 and 2016201920172020201720202017202020172020ExhibitNumber Description3.1 Restated Certificate of Incorporation. Filed as Exhibit 3.2 toForm 8-K filed on April 20, 2017.(1)3.2Amended and Restated Bylaws. Filed as Exhibit 3.1 to Form8-K filed on January 20, 2016.March 19, 2020. [Pursuant to Item 601(b)(4)(iii)(A) of Regulation]2526272829ExhibitNumberDescription 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 2017,2020, 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).3022, 2018,23, 2021, on its behalf by the undersigned, thereunto duly authorized.By /s/ ANDREW CECERE Andrew Cecere Chairman, President and Chief Executive Officer 22, 2018,23, 2021, by the following persons on behalf of the registrant and in the capacities indicated.Andrew Cecere, Director,Terrance R. Dolan, ChairmanChair and Chief Financial OfficerCLRAIGISA E. GR. SIFFORDTARKCraig E. Gifford,Lisa R. Stark,RICHARD K. DAVIS*Richard K. Davis, DirectorDOUGLAS M. BAKER, JR.*Douglas M. Baker, Jr., DirectorDorothy J. Bridges, Director Elizabeth L. Buse, Director ARTHURIMBERLY D. CN. EOLLINSLLISON, J-RTAYLOR.*Arthur D. Collins, Jr.,Kimberly N. Ellison-Taylor, Director31DOREEN WOO HO*Doreen Woo Ho, DirectorCKENNEYCKENNEY*DAVIDUSUF B. O’I. MMALEYEHDI*David B. O’Maley,O’DELLOHN M. OP. WWENSIEHOFF, M.D., M.P.H.*O’Dell M. Owens, M.D., M.P.H.,CRAIG D. SCHNUCK*Craig D. Schnuck, Director* 22, 201823, 2021By: Andrew Cecere Chairman, President and Chief Executive Officer 32