Annex A provides a list of USD LIBOR-linked instruments that will transition to 3-month Term SOFR by operation of law following June 30, 2023, pursuant to the LIBOR Act and LIBOR Rule.
For Legacy LIBOR Instruments that lack a clearly defined or practicable benchmark replacement rate and provide a determining person with authority to select the benchmark replacement rate, 3-month Term SOFR will be the applicable reference rate for calculations of the amount of interest or dividends payable with respect to interest or dividend periods with determination dates occurring after June 30, 2023. Annex B provides details on such USD LIBOR-linked instruments that will transition to 3-month Term SOFR following June 30, 2023.
For Legacy LIBOR Instruments for which hardwired contractual fallback provisions specify the transition to a successor reference rate and spread adjustment following the cessation of the publication of 3-month USD LIBOR on a representative basis, 3-month Term SOFR will be the applicable reference rate for calculations of the amount of interest or dividends payable with respect to interest or dividend periods with determination dates occurring after June 30, 2023. Annex C provides details on such USD LIBOR-linked instruments that will transition, pursuant to the terms of such instruments, to 3-month Term SOFR following June 30, 2023.
In each case, and as explained above, the 3-month Term SOFR replacement rate, and therefore the calculation of the amount of interest or dividends payable on securities or instruments for interest or dividend periods with determination dates that occur after June 30, 2023, also will include the tenor spread adjustment of 0.26161%, provided in the LIBOR Act and LIBOR Rule for securities or instruments that reference 3-month LIBOR or consistent with the terms of the hardwired fallback provisions, as appropriate. In addition, the LIBOR Act Conforming Changes will apply to and will become an integral part of the Legacy LIBOR Instruments transitioning under the LIBOR Act and LIBOR Rule, as well as those instruments transitioning pursuant to hardwired contractual fallback provisions.
For the avoidance of doubt, each Legacy LIBOR Instrument will transition to a replacement rate as described herein, and this announcement does not automatically transition such securities and instruments to the replacement rate as of the date hereof. Also, circumstances could change that could impact the timing and other information described herein.
This press release applies only to the USD LIBOR securities listed in the Annexes to this press release and does not relate to any other securities or other instruments. In advance of the June 30, 2023, further notices relating to 3-month Term SOFR as the benchmark replacement rate for USD LIBOR for Legacy LIBOR Instruments held through The Depository Trust Company (“DTC”) will be made pursuant to the DTC LIBOR Replacement Index Communication Tool.
Forward-Looking Statements
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements made in this press release include, without limitation, statements concerning the expected transition of the Annex C USD LIBOR Securities to 3-month Term SOFR for the applicable tenor, plus the relevant spread adjustment. These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict or beyond our control. You should not place undue reliance on any forward-looking statement and should consider the uncertainties with respect to such transition and resulting risks that such transition would not occur and including those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and in any of our subsequent Securities and Exchange Commission filings. Forward-looking statements speak only as of the date they are made, and except as required by the U.S. federal securities laws, we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.
About U.S. Bancorp:
U.S. Bancorp, with approximately 77,000 employees and $682 billion in assets as of March 31, 2022, is the parent company of U.S. Bank National Association. The Minneapolis-based company serves millions of customers locally, nationally and globally through a diversified mix of businesses: Consumer
