2023 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Common Stock, $.01 par value per share Depositary Shares (each representing 1/100th interest in a share of Series A Depositary Shares (each representing 1/1,000th interest in a share of Series B Depositary Shares (each representing 1/1,000th interest in a share of Series Depositary Shares (each representing 1/1,000th interest in a share of Series Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) Common Stock, $.01 par value per share Document Parts Into Which Incorporated accounts, savings accounts and time certificate contracts. Ancillary services such as capital markets, treasury management and receivablelock-box collection are provided to corporate and governmental entity customers. U.S. Bancorp’s bank and trust subsidiaries provide a full range of asset management and fiduciary services for individuals, estates, foundations, business corporations and charitable organizations. employees, including newly hired employees. For additional information relating to how the Company attracts and retains employees, see “Human Capital” above. managerial requirements on the Company are described below in further detail. In general, dividends payable by plan. subject to a minimum requirements. States federal banking agencies adopted a rule that allowed banking organizations, including the Company and USBNA, to elect to delay temporarily the estimated effects of adopting the current expected credit loss accounting standard (“CECL”) on regulatory capital until January 2022 and subsequently to phase in the effects through January 2025. Through the 2023 stress test cycle, the Federal Reserve has not yet incorporated CECL into the calculation of the allowance for credit losses in supervisory stress tests, and the Federal Reserve issued guidance in December 2023 to indicate that it will maintain the current framework for allowance for credit losses in the supervisory stress test through the 2024 stress test cycle. For further discussion of CECL, see Notes 1 and 6 of the Notes to Consolidated Financial Statements in the 2023 Annual Report. The Company and USBNA elected to delay and subsequently phase in the regulatory capital impact of CECL in accordance with this rule. conditions. 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 fail. special assessment. complexity of its organizational and legal entity structure. The guidelines state that a recovery plan should, among other elements, (i) establish triggers, which are quantitative or qualitative indicators 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; (ii) identify a wide range of credible options that a covered bank could undertake to restore financial and operational strength and viability; and (iii) address escalation procedures, management reports, and communication procedures. USBNA’s recovery plan was reviewed and approved pursuant to these guidelines in December 2023. 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. In June 2021, the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, issued the priorities for anti-money laundering and countering the financing of terrorism policy required under the AMLA. The priorities include corruption, cybercrime, terrorist financing, fraud, transnational crime, drug trafficking, human trafficking and proliferation financing. become effective on April 1, 2024, but most provisions of the rule will not become applicable until January 1, 2026. The Company continues to evaluate the effect of the final rule on USBNA, and any effects may depend on further guidance from the regulators with respect to interpretive and implementation-related issues that may arise. arrangements, customer suitability, recordkeeping, reporting and communications. Securities regulators impose capital requirements on the broker-dealer entities. will require institutional prime and institutional tax-exempt money market funds to impose liquidity fees on investors that redeem their investments during times of stress. dealers. its tier 1 capital. Cyber Security Incident Reporting Advisory. 3/17/06 3/27/06 12/22/06 Period October1-31 November1-30 December1-31 Total 2023: Condition and Results of Operations 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. President of the U.S. Bank Foundation. Ms. Community Relations. 2004. to December 2009, Mr. Venturo served as Senior Vice President and Chief Innovation Officer of U.S. Bancorp Retail Payment Solutions. Prior to that time, he served as Senior Vice President and held product management positions in various U.S. Bancorp Payment Services business lines from December 1998 to December 2006. 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 report: •Report of Management •Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting •Report of Independent Registered Public Accounting Firm on the Financial Statements •U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, •U.S. Bancorp Consolidated Statement of Comprehensive Income for each of the three years in the period ended December 31, •U.S. Bancorp Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, •U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, •Notes to Consolidated Financial Statements •U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited) 4.1 24 31.1 31.2 Signature and Title Director Warner L. Baxter, Director Kimberly J. Harris, Director Roland A. Hernandez, Director Richard P. McKenney, Director Scott W. Wine, DirectorWashington,Form10-K☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2017☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 41-0255900 Delaware41-0255900Trading symbols Name of each exchange on which registered USB New York Stock Exchange
Non-Cumulative Perpetual Preferred Stock, par value $1.00)USB PrA New York Stock Exchange
Non-Cumulative Perpetual Preferred Stock, par value $1.00)USB PrH New York Stock Exchange F
K Non-Cumulative Perpetual Preferred Stock, par value $1.00)USB PrP New York Stock Exchange H
L Non-Cumulative Perpetual Preferred Stock, par value $1.00)USB PrQ New York Stock Exchange USB PrR New York Stock Exchange Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) USB PrS New York Stock Exchange 0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024 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 RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and 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☐Non-accelerated filer☐ (Do not check if a smaller reporting company)Smaller reporting company☐Emerging growth company☐2017,2023, the aggregate market value of the registrant’s common stock held bynon-affiliates of the registrant was $87.2$50.6 billion based on the closing sale price as reported on the New York Stock Exchange.Class Outstanding at January 31, 201820241,558,133,431 1,651,901,674Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 20172023 (the “2017“2023 Annual Report”)Parts I and II Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 17, 201816, 2024 (the “Proxy Statement”)Part III Item 1.Businessexpensesliquidity levels, plans, prospects and the future plans and prospectsoperations of U.S. Bancorp. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.”and important factorsthat could cause actual results to differ materially from those anticipated. A reversalset forth in forward-looking statements, including the following risks and uncertainties:slowing of the current economic recoveryturbulence in domestic or another severe contractionglobal financial markets, which 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 market volatility. Stressincrease stock price volatility;commercial real estate markets, as well as a downturnfinancial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including U.S. Bank National Association ("USBNA"), to attract and retain depositors, and could affect the ability of financial services providers, including U.S. Bancorp, to borrow or raise capital;residential real estate markets could cause credit losses and deterioration in asset values. In addition, changesbanking sector;could affect U.S. Bancorp in substantialincluding capital and unpredictable ways.liquidity requirements, and the enforcement and interpretation of such laws and regulations, and U.S. Bancorp’s results could also be adversely affectedability to address or satisfy those requirements and other requirements or conditions imposed by deterioration in general business and economic conditions; changesregulatory entities; deteriorationitsU.S. Bancorp's loan portfolios or in the value of the collateral securing those loans; deterioration in the valuesecurities held in its investment securities portfolio; legalcurrent, pending or future litigation and regulatory developments; litigation; increasedgovernmental proceedings; changespreferences; breachespreferences and the ability to implement technological changes to respond to customer needs and meet competitive demands; effects effectsmanagement’sregulations;reputational risk.For discussionreputation risk; andthesethe 2023 Annual Report.risks that may cause actual results to differ from expectations, refer to the sections entitled “Corporate Risk Profile” on pages 38 to 60 and “Risk Factors” on pages 146 to 156anticipated benefits of the 2017 Annual Report. However,acquisition may not be realized or may take longer than anticipated to be realized.factorsrisks to be a complete set of all potential risks or uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements. 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. multi-state financial services holding company headquartered in Minneapolis, Minnesota.Minnesota, serving millions of local, national and global customers. U.S. Bancorp was incorporated in Delaware in 1929 and operatesis registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. U.S. Bancorp1956 (the “BHC Act”), and has elected to be treated as a financial holding company under the BHC Act. The Company 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.U.S. Bank National Association,USBNA, is engaged in the general banking business, principally in domestic markets. U.S. Bank National Association, with $357markets, and holds all of the Company’s consolidated deposits of $512.3 billion in deposits at December 31, 2017,2023. USBNA 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 checking23,0672,274 banking offices across 26 states as of December 31, 2023, principally operating in the Midwest and West regions of the United States,States. A significant percentage of consumer transactions are completed using USBNA's digital banking services, both online and throughon-line services and over mobile devices. its digital app. The Company operates a network of 4,7714,524 ATMs as of December 31, 2023, and provides24-hour, seven day a week telephone customer service. Mortgage banking services are provided through banking offices and loan production offices throughout the Company’s domestic markets. Lending products may be originated through banking offices, indirect correspondents, brokers or other lending sources. The Company is also one of the largest providers of corporate and purchasing card services and corporate trust services in the United States. AThe Company’s wholly-owned subsidiary, Elavon, Inc. (“Elavon”), provides domestic merchant processing services directly to merchants 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.full-time equivalent basis,purchase price consisting of $5.5 billion in cash and approximately 44 million shares of the Company’s common stock. The Company also received additional MUB cash of $3.5 billion upon2017,2023, of the Company’s 13 directors, 5 were women and 4 were people of color. All diversity information is based on information self-disclosed by the employee or director to the Company. To provide transparency on progress relating to its commitment to seek and promote diverse talent, the Company publicly discloses consolidated EEO-1 data on its website.Bancorp employed 72,402 people.Competitioncommercial bankingCompany continues to support flexible work programs with remote and in-person work arrangements, providing additional optionality and flexibility for most employees, which helps the Company attract and retain talent. The Company continues to adapt and evolve its flexible work programs as it recognizes the changes to employee and customer priorities and its customers’ and employees' changing needs.companies.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.bank holding companies such as the Company.3bank holding company,BHC, the Company is subject to regulation under the Bank 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”). U.S. Bank National AssociationReserve. USBNA 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.agencyagencies generally include comprehensive annual reviews of all major aspects of a bank’sthe Company’s and USBNA’s business and condition, regular on-site examinations, and imposition of periodic reporting requirements and limitations on investments and certain types of activities. U.S. Bank National Association, the Company and the Company’snon-bank affiliates must undergo regularon-site examinations by the appropriateIf an applicable regulatory agency which examine for adherence to a range of legal and regulatory compliance responsibilities. If they deemdeems the Company to be operating in a manner that is inconsistent with safe and sound banking practices, the applicable regulatory agenciessuch agency 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 companies and their subsidiaries have occurred as a result of the enactment in 2010 of 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 its business or organization.businessCompany is subject to the Dodd-Frank Act’s enhanced prudential standards, as applied to “Category III” institutions under the federal banking regulators’ rules that tailor how enhanced prudential standards apply to large U.S. banking organizations (the “Tailoring Rules”). The Tailoring Rules also apply certain enhanced prudential standards to its subsidiary depository institution, USBNA, as described in more detail below.results(ii) December 31, 2024, if the Federal Reserve notifies the Company by January 1, 2024, that the Company must comply with such rules. On October 16, 2023, the Federal Reserve granted the Company relief from both of these commitments. As a result, the Company will continue to be subject to the regulatory capital and liquidity requirements applicable to Category III institutions until otherwise required under the Tailoring Rules (i.e., until the Company’s total average consolidated assets for the then most recent four quarters equal $700 billion or more or the amount of the Company’s average cross-jurisdictional activities for the then most recent four quarters equals $75 billion or more).subsidiaries.The Dodd-Frank Act significantly changedinsured depository institution subsidiary, USBNA. Following those exams, the Company (under the Federal Reserve’s Large Financial Institution Rating System) and USBNA (under the CAMELS rating system) are assigned supervisory ratings. Disclosure of these ratings to third parties is not allowed without permission of the issuing regulator. 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 framework for financial services companies,approvals before engaging in certain other business activities or investments, affect USBNA’s deposit insurance assessment rates, limit the Company's access to funding through government-sponsored liquidity programs, and since its enactment has required significant rulemakingimpose additional recordkeeping and numerous studies and reports. Among other things, it created a new Financial Stability Oversight Council (the “Council”) with broad authority to make recommendations covering enhanced prudential standards and more stringent supervision for large bank holding companies and certainnon-bank financial services companies. The Dodd-Frank Act significantly reduced interchange fees on debit card transactions, changedcorporate governance requirements, as well as generally increase regulatory scrutiny of 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 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 and limitations on the size or types of activity in which banks may engage.Bank Holding CompanyCompany.becomebe a financial holding company as of March 13, 2000, pursuant to the provisions of the Gramm-Leach-Bliley Act (the “GLBA”(“FHC”). Under the GLBA, qualifying bank holding companiesBHCs that qualify and elect to be treated as FHCs 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 regulation, the Federal Reserve acts asBHC.umbrella regulator for the Company, and certain of the Company’s subsidiaries are regulated directly by additional agencies based on the particular activities of those subsidiaries.If a financial holding companyFHC or a depository institution controlled by a financial holding companyan FHC ceases to meet certain capitalbe well-capitalized or management standards,well-managed, the Federal Reserve may impose corrective capital and4financial holding company,FHC and may place limitations on its ability to conduct all of the business activities that financial holding companiesFHCs are generally permitted to conduct.conduct and its ability to make certain acquisitions. See “Permissible Business Activities” below. Disclosure of any failure to meet these standards is not allowed without permission of the Federal Reserve. If the failure to meet these standards persists, a financial holding companythe FHC may be required to divest its depository institution subsidiaries or cease all activities other than those activities that may be conducted by bank holding companiesBHCs that are not financial holding companies.FHCs. In addition, if a depository institution controlled by an FHC does not receive a Community Reinvestment Act (“CRA”) rating of at least “satisfactory” at its most recent examination, the Federal Reserve will prohibit the FHC from conducting new business activities that FHCs are generally permitted to conduct and from making certain acquisitions.bank holding companiesBHCs to meet certain applicable capital and management standards. Failure by the Company to meet these standards could limit the Company from engaging in any new activity or acquiring other companies without the prior approval of the Federal Reserve.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.a financial holding company,an FHC, the Company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or incidental or complementary to activities that are financial in nature. “Financial in nature” activities include 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. (other than a bank holding company, bank or savings association) engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined bylong as the Federal Reserve.Company meets the capital, managerial and CRA requirements to qualify as an FHC. 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 companiesFHCs 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 thebank holding company,BHC, bank or savings association.Interstate Banking Under In addition, banks must receive approval before they may acquire, merge with, acquire substantially all of the Riegle-Neal Interstate Banking and Branching Efficiency Actassets of 1994 (the “Riegle-Neal Act”),or assume any deposits of a bank holding companyor savings association and may be required to receive approval for acquisitions of other companies.bank holding companyBHC controls, prior to or following the proposed acquisition, more than 10 percent of the total amount of deposits of insured depository institutions nationwide or, if the acquisition is the bank holding company’sBHC’s initial entry into the state, more than 30 percent of the deposits of insured depository institutions in the state (or any lesser or greater amount set by the state).The Riegle-Neal Act also authorizes banks to Banks may merge across state lines to create interstate branches. 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 USBNA, and to commit capital and financial resources to support USBNA in circumstances where the Company might not otherwise do so. Under these requirements, the Federal Reserve relatingmay in the future require the Company to provide financial assistance to USBNA, should it experience financial distress. Capital loans by the Company to USBNA would be subordinate in right of payment to deposits and certain other debts of USBNA.required underbased on the Dodd-Frank Act for bank holding companies with over $50 billion in consolidated assets.banking organization’s size and certain “risk-based indicators.” 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 incorporatesCertain of 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 adebt-to-equity ratio of no more than15-to-1, based upon the determination by the Council that (a) such company poses a grave threatenhanced prudential standards applicable 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.U.S. Bank National Association.USBNA. Federal law imposes limitations on the payment of dividends by national banks.U.S. Bank National AssociationUSBNA and the Company’s trust bank subsidiaries, as national banking associations, are limited by rules that compare dividends to net income for periods defined by regulation.U.S. Bank National Association),USBNA) if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization. Subject to exceptionswell-capitalized and well-managed holding companies, Federal Reserve regulations also require approval of holding company purchases and redemptions of its securitiesany dividend, stock repurchase or other capital distribution, other than a capital distribution on a newly issued capital instrument, if the gross consideration paid exceeds 10 percent of consolidated net worth for any12-month period.In addition, Federal Reserve policy onBHC is required to resubmit its capital plan. The rule also provides that a BHC must resubmit its capital plan if, among other things, the payment of dividends, stock redemptions and stock repurchases requires that bank holding companies consult with and inform the Federal Reserve in advance of doing any of the following: declaring 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); redeemingBHC determines there has been 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 reductionmaterial change in the amount of suchBHC’s risk profile, financial condition, or corporate structure since the BHC last submitted its 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.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. See “Comprehensive Capital Analysis and Review” and “Stress Testing” below.establishedunder capital rules adopted by the Federal Reserve, and U.S. Bank National AssociationUSBNA 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 III final rule focusesThese 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.on common equity tier 1as well as other more stringent capital, introduces newliquidity, and other regulatory adjustments 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. The Federal Reserve approved a final rule, effective April 1, 2014, revising the market risk capital rule, which addresses the market risk of significant trading activities, so that it conforms to the Basel III capital framework.Beginning January 1, 2014, the 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. requirements.III final rule,III-based capital rules, the Company is subject to a minimum common equity tier 1 (“CET1”) capital ratio (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,percent. At December 31, 2023, the final rule provides that certain new items be deducted from common equity tier 1Company exceeded these minimum capital and certain Basel I deductions be modified.ratio requirements. 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. 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 generally is assigned on an annual basis and becomes effective on October 1 of each year, subject to a fullyphased-in basis by 2019. 2.5 percent floor, and may vary over time. As of December 31, 2023, the SCB applicable to the Company is 2.5 percent. If the Federal Reserve were to raise the countercyclical capital buffer, 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. For USBNA, the buffer requirement consists of the static capital conservation buffer equal to 2.5 percent of risk-weighted assets.The final ruleAs a Category III banking organization, the Company is also subjects banking organizations calculating their capital requirements using advanced approaches, including the Company,7Basel III supplementary leverage ratioSupplementary Leverage Ratio (“SLR”) of 3.0 percent that takes into account bothon-balance sheet and certainoff-balance sheet exposures.The 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, 2017,2023, the Company exceeded the applicable minimum tier 1 leverage ratio and SLR requirement.December 2017,July 2023, the U.S. federal bank regulatory authorities proposed a rule implementing the Basel Committee finalizedCommittee’s finalization of the post-crisis regulatory capital reforms, commonly referred to as “Basel III Endgame.” The proposal provides for a packageJuly 1, 2025 effective date, subject to a three-year transition period. The proposal would set stricter criteria for the use of revisions tointernal models by replacing the Basel III framework, unofficially known as Basel IV. The changes are meant to improvemarket risk rule with the calculation“Fundamental Review of risk-weighted assetsthe Trading Book,” and improve the comparability of capital ratios by (a) enhancing the robustness and risk sensitivity of thewould introduce new standardized approaches for credit risk, operational risk and credit valuation adjustment (“CVA”) risk, and operational risk; (b) constrainingwhich would replace the use of the internal model approaches, by placing limits on certain inputs used to calculate capital requirementscurrent models-based approaches. In addition, 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) introducing a leverage ratio buffer to further limit the leverage of global systemically important banks(“G-SIB”s); and (d) 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 is the implementation date for the revised standardized approach for credit risk and leverage ratio as well as the IRB, CVA, operational risk, and market risk frameworks. The output floor will beproposed rule, also subject to a transitionalphase-in period, beginningCategory III banking institutions, such as the Company, would no longer be permitted to opt out of including certain components of accumulated other comprehensive income in January 1, 2022, with full implementation by January 1, 2027. Federal banking regulators are expected to undertake one or more rulemakingsregulatory capital, which would result in future years to implement these revisionsunrealized gains and losses on available-for-sale securities being included in the calculation of the Company’s regulatory capital ratios. The Company continues to evaluate the potential effects of the proposed rule, and the effects on the Company will depend on the final form of any rulemaking. However, the Company expects that any final rule would result in the Company being required to maintain increased levels of regulatory capital.States.20172023 Annual Report. The As required by the Federal Reserve’s Comprehensive Capital Plans rule requires large bank holding companies with assets in excess of $50 billion to submitAnalysis and Review (“CCAR”) 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, 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 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 in 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 companiesBHCs 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 biennial company-run stress tests, and subject themsuch BHCs to annual supervisory stress tests conducted by the Federal Reserve. Among other things, thecompany-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 (as opposed to the Company’s planned capital actions), which are intended to normalize capital distributions across large United States bank holding companies.U.S. BHCs. The Federal Reserve conducts CCAR and Dodd-Frank Act supervisory stress tests employing its adverse and severely adverse stress scenarios and internal supervisory models. The Federal Reserve’s CCARmodels and Dodd-Frank Act supervisory stress tests incorporateincorporates the Company’s planned capital actions and the Dodd-Frank Act capital actions, respectively.respectively, into its stress tests. The Federal Reserve and the Company are currently required to publish the results of the annual supervisory and annualbiennial company-run stress tests, respectively, no later than June 30 of each applicable year. In addition, all large bank holding companies are requiredIf the Company were to submitbecome amid-cyclecompany-run “Category II” institution for purposes of the Tailoring Rules, the Company would become subject to annual (rather than biennial) company-run stress test employing stress scenarios developed bytests.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.NationalOCC’s rules, national banks with assets in excess of $50$250 billion, including USBNA, are required to submit annualcompany-run stress test results to the OCC concurrently with their parent bank holding company’sBHC’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, 2018. The Company is required to publish the results of this stress test no later than June 30, 2018. In 2009, As Category III banking organizations, the Basel Committee proposed twoCompany and USBNA are each subject to a minimum standards for limiting liquidity risk:coverage ratio ("LCR") under the Liquidity Coverage Ratio (“LCR”) and the Net Stable Funding Ratio (“NSFR”).Tailoring Rules. The LCR is designed to ensure that bank holding companiesBHCs have sufficient high-quality liquid assets to survive a significant liquidity stress event lasting for 30 calendar days. The NSFRIn addition, the Company and USBNA are subject to the net stable funding ratio ("NSFR") rule, which is designed to promote stable, longer-term funding of assets and business activities over aone-year time horizon.The federal banking regulators have jointly issued a final Under the Tailoring Rules and NSFR rule, that implements 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. TheUSBNA, as Category III banking organizations with less than $75 billion of weighted short-term wholesale funding, qualify for reduced LCR standards in the rule differ in certain respects from the Basel Committee’s versionand NSFR requirements calibrated at 85 percent 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 shorterphase-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 tofull requirements. If the Company and U.S. Bank National Association, consistent with the Basel Committee NSFR standard finalized in October 2014. The Basel Committee contemplated that the NSFR, including any revisions, would be implemented aswere to become 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 indicators of the risk or existence of severe stress that should always be escalated to management or the board of directors, as appropriate,“Category II” institution 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 examinethe Tailoring Rules, the Company would become subject to evaluate its financial conditionthe full (100 percent) LCR 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 governanceNSFR 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 Actdaily (rather than monthly) liquidity reporting requirements.of 1991 (the “FDICIA”(“FDICIA”) provides a framework for regulation of depository institutions and their affiliates (including parent holding companies) by federal banking regulators. As part of that framework, the FDICIA requires the relevant federal banking regulator to take “prompt corrective action” with respect to aan FDIC-insured depository institution, such as USBNA, 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 promptinstitution. framework to reflect the new Basel III capital ratios. This aspect of the United States Basel III rule became effective on January 1, 2015. The regulations apply only to banks and not to bank holding companiesBHCs such as the 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 companyBHC level, based on the undercapitalized status of the holding company’sBHC’s subsidiary banking institutions. In certain instances, relating to an undercapitalized banking institution,bank, the bank holding10companyBHC 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 currentregulations,issued a proposed rule that would require, among other institutions, each Category III U.S. BHC, including the Company, and each insured depository institution with $100 billion or more in total consolidated assets that is assigneda consolidated subsidiary of a Category III U.S. BHC, such as USBNA, to a risk category based on capital and supervisory measures. A depository institutionhave minimum levels of outstanding long-term debt. The proposed rule is assessed premiumsintended to improve the resolvability of the banking organizations covered by the FDIC based on its risk category andrule. Under the proposed rule, covered banking organizations would be required to maintain long-term debt in an amount that is equal to the greater 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(i) 6% of the costorganization’s risk-weightedDodd-Frank Act by increasing the reserve ratioorganization’s average total consolidated assets; and (iii) 2.5% of the deposit insurance fundorganization’s total leverage exposure, if the organization is subject to 1.35 percent of estimated insured deposits.the SLR rule. The Dodd-Frank Act also requires that FDIC assessmentsrequirement would be setphased in a manner that offsets the costover three years, with covered banking organizations being required to meet 25% 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 adopted a final rule implementing the Dodd-Frank Act provisions, which provides for use of a risk scorecard to determine deposit premiums. The effectrequirement within one year after finalization of the rule, was50% after two years and 100% after three years. The Company continues to increaseevaluate the FDIC premiums paid by U.S. Bank National Association. In 2014,potential effects of the FDIC adopted aproposed rule. Although any effects on the Company and USBNA will depend on the final form of any rulemaking, the Company expects that under any final rule, revising itsit and USBNA would be required to maintain substantially more long-term debt than it currently maintains.reflect changes in the regulatory capital rules that became effective in 2015, with additional revisionsfacilitate prompt payment of insured deposits if such an institution were 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.March 2016, in order to bring the reserve ratio of the deposit insurance fund to 1.35 percent,October 2022, the FDIC finalized a surcharge onrule to increase the quarterly assessments ofinitial base deposit insurance assessment rate schedules for all insured depository institutions by two basis points, beginning with total consolidated assetsthe first quarterly assessment period of $10 billion or more.2023. The surcharges were first imposed inincreased assessment rate is intended to improve the third quarter of 2016,likelihood that the calendar quarter after theDIF reserve ratio ofwould reach the deposit insurance fund first reached or exceeded 1.15 percent. The surcharge imposed on each insured depository institution equals an annual raterequired minimum of 4.5 basis points applied to the institution’s assessment base (with certain adjustments). 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 statutory deadline of September 30, 2028.plansreleased a final rule to impose a shortfallspecial assessment on insured depositoryto recover the losses to the DIF resulting from failures of other banking institutions with total consolidated assetsduring 2023. The Company expects the special assessments will be tax deductible. As a result of $10 billion or more on March 31, 2019.Powersthis rule, in the fourth quarter of 2023, the Company recognized additional noninterest expense of $734 million for the FDIC Upon Insolvency of an Insured Institution If the FDIC is appointed the conservator or receiver of an insured depository institution upon its insolvency or in certain other events, the FDIC has the power to (a) transfer any of the depository institution’s assets and liabilities to a new obligor without the approval of the depository institution’s creditors; (b) enforce the terms of the depository institution’s contracts pursuant to their terms; or (c) 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.(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 innon-domestic offices. As a result, those debtholders and depositors would be treated differently from, and could receive, if anything, substantially less than, the depositors in domestic offices of the depository institution.11 The Dodd-Frank Act created a new framework for Upon the orderly liquidationinsolvency of a covered financial company byBHC, such as the Company, the FDIC may be appointed as receiver. A covered financial company is a financial company (including a bank holding company, but not an insured depository institution), in situations whereconservator or receiver of the BHC 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 thea 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 BHC 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 when required, it could eventually be updated annually.The FDIC has also adopted regulations under its own authority requiring an insured depository institution with $50 billionrequired to divest certain assets or more in total assetsoperations. As a Category III banking organization, the Company is required to submit periodicallyresolution plans on a triennial cycle (alternating between targeted and full submissions). The Company submitted its targeted resolution plan in December 2021 and is scheduled to file its next full resolution plan in July 2024. In addition, in connection with the MUB acquisition, the Company committed to the Federal Reserve that it would, within six months of completing the acquisition of MUB, provide the Federal Reserve and the FDIC a contingencywith an interim update to its resolution plan. The Company submitted the update to its resolution plan within the required time period.of such institutionstrategy and is intended, among other things, to reduce inconsistencies in the eventamounts and types of its failure.information filed by different organizations. The rule requires a covered depository institutionguidance is also intended to submit areflect the regulators' experience with bank failures that occurred during 2023. The effects on the Company's resolution planplanning, including the timing of submission, will depend on the final form of any guidance.the institutionUSBNA 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 June 2021, the FDIC issued a Statement on Resolution Plans for Insured Depository Institutions (the “FDIC Statement”). Among other things, the FDIC Statement established a three-year filing cycle for banks with $100 billion or more in total assets and provided details regarding the content that filers will be expected to prepare. Under this filing cycle, USBNA submitted its Dodd-Frank Actmost recent resolution plan in December 2017, and will periodically revise its resolution plans as required under each rule.Liability of Commonly Controlled Institutions An FDIC-insured depository institution can be held liable for any loss incurred or expected to be incurred by the FDIC in November 2022. In August 2023, the FDIC issued a proposed rule that would require insured depository institutions with $100 billion or more in total assets, such as USBNA, to submit biennial resolution plans that include a comprehensive strategy from the point of potential failure to liquidation, which would be required to ensure timely access to insured deposits, maximize value from the disposition of assets, minimize losses to creditors and address potential risks to the U.S. economy or financial stability. Under the proposed rule, USBNA would be required to file resolution plans biennially beginning in 2025. The effects of the proposed rule on USBNA, including the timing of submission, will depend on the final form of any rulemaking.another FDIC-insured institution under common control with that institution being “in default” or “in danger of default” (commonly referred to as “cross-guarantee” liability). An FDIC claim for cross-guarantee liability against a depository institution is generally superior in right of payment to claimsthe approval by the OCC of the holding companymerger of MUB into USBNA, USBNA committed (the “OCC Commitments”) to the OCC that it would (i) develop a list of business lines and/or portfolios (each an “object of sale”) that could be sold quickly in the event of stress; and (ii) prepare a plan, including a timeline, to effectuate such separability, including through the establishment of “data rooms” for each object of sale. USBNA was required to submit these items to the OCC for a written determination of no supervisory objection within six months of consummation of the merger of MUB into USBNA. USBNA submitted all items within the required timeframe.affiliates againstindividual risk profile, size, activities, and complexity, including the depository institution.U.S. Bank National Association.USBNA or its subsidiaries. Under the Federal Reserve Act and the Federal Reserve’s Regulation W, U.S. Bank National Association (andUSBNA and 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 other non-bank subsidiaries and affiliates. Additionally, transactions between U.S. Bank National AssociationUSBNA or its subsidiaries, on the one hand, and the Company or its other non-bank subsidiaries and affiliates, on the other hand, are required to be on arm’s length termsterms. Transactions between USBNA and its affiliates and the Company and its other non-bank subsidiaries 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 therelated remedial actions resulting therefrom have been increasing.Non-compliance with sanctions laws and/or AML laws or failuremaintain an adequate BSA/AMLanti-money laundering compliance program can lead to significant monetary penalties and reputational damage, and federal regulators evaluatefor financial institutions;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 expanded enforcement- and investigation-related authority, including a significant expansion in the 2017 Annual Report. U.S. Bank National Association USBNA is subject to the provisions of the CRA. Under the terms of the CRA, banks have a continuing and affirmative obligation, consistent with safe and sound operation, to help meet the credit needs of their communities, including providing credit to individuals residing inlow-income low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions, and does not limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community in a manner consistent with the CRA.The OCC regularly assesses U.S. Bank National AssociationUSBNA on its record in meeting the credit needs of the community served by that institution,USBNA, includinglow-income low- and moderate-income neighborhoods. 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 companyBHC applying for approval to acquire a bank or other bank holding company,BHC, the Federal Reserve will assess the CRA records of each subsidiary depository institution of the applicant bank holding company,BHC, and those records may be the basis for denying the application.U.S. Bank National Association USBNA received a “Satisfactory”an “Outstanding” CRA rating in its most recent examination, covering the period from January 1, 20092016 through December 31, 2011. The OCC has commenced it2020. Prior to merging into USBNA, MUB received an “Outstanding” CRA rating in its most recent examination, covering the period from January 1, 2015 through December 31, 2018.examregulatory framework. The final rule is intended, among other things, to strengthen the achievement of the core purpose of the CRA, to adapt to changes in 2017, the resultsbanking industry, including the expanded role of whichmobile and online banking, and to tailor performance standards to account for differences in bank size and business models. The final rule tracks the proposed rule issued by the agencies in May 2022 and adjusts CRA evaluations based on bank size and type, with many of the changes applying only to banks with over $2 billion in assets and several applying only to banks with over $10 billion in assets, such as USBNA. The final rule introduces major changes to the CRA regulatory framework: (i) the delineation of assessment areas; (ii) the overall evaluation framework and performance standards and metrics; (iii) the definition of community development activities; and (iv) data collection and reporting. The final rule will be made public upon completion.underwriting, dealingactivities, both retail and brokerage activitiesinstitutional, in the United States through U.S. Bancorp Investments, Inc.13(“USBII”), PFM Fund Distributors, Inc. and other subsidiaries.U.S. Bancorp Advisors, LLC (collectively, “broker-dealer entities”). 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 and counterparties, trading operations, securities underwriting compensation and periodic examinations.USBIIthe Company’s broker-dealer entities and monitor itsconduct audits or other periodic reviews of their sales practice and financial operations with periodic financial reviews.operations. In addition, USBII is a memberthe Company’s broker-dealer entities are members of the Securities Investor Protection Corporation, which oversees the liquidation of member broker-dealers that close when the broker-dealer is bankrupt or in financial troubledistress and imposes membership fee assessments and other reporting requirements and assessments on USBII.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 andtax-free money market funds. 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 diversificationIn July 2023, the SEC finalized amendments to the rules that govern money market funds. These amendments will, among other things, increase liquidity requirements for money market funds by requiring funds to hold greater proportions of their total assets in securities that can be liquidated in one business day, and enhanced disclosure requirements.theUSBNA, as a CFTC has issued and will continueregistered swap dealer, is subject to issue additional rules regarding the regulation of the swaps marketplace andover-the-counter derivatives. The derivatives, including rules that require swap dealers and major swap participants to register with the CFTC, 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. BankCFTC rules also require USBNA to be a member of the National Futures Association, is a registeredself-regulatory organization with authority over swap dealer.Federal Reserve, the OCC, the FDIC, the Federal Housing Finance Agency, and the Farm Credit Administration have finalized a ruleOCC’s rules 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. The final rule mandatesOCC mandate the exchange of initial and variation margin fornon-cleared swaps andnon-cleared security-based swaps between swap entities regulated by the five federal agencies and certain counterparties. The amount of margin will vary based on the relative risk of thenon-cleared swap ornon-cleared security-based swap. The final rule phased in the variation margin requirements between September 1, 2016, and March 1, 2017. TheOther rules 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, Section 13 of the 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 prohibitsprohibit 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 AssociationUSBNA and their affiliates.affiliates, and compliance requirements are tailored based on the size and scope of trading activities. The Company has a Volcker Rule compliance program in place that covers all of its subsidiaries and affiliates, including USBNA.Bank National Association.Financialstates have enacted comprehensive consumer privacy laws that impose compliance obligations with respect to personal information. The Company has made and will make operational adjustments in accordance with the requirements of applicable privacy and data protection laws. For example, the Company is subject to the California Consumer Protection Act of 2018 and its implementing regulations, as amended in 2020 by the California Privacy Rights Act (the "CCPA"), which provided residents of California with specific rights with respect to the collection of their personal information. The process of drafting and finalizing implementing regulations for the CCPA is ongoing. The Company continues to evaluate the new regulations, and the effects on the Company will depend on the form of any additional rulemakings.imposed bycontained in the GLBA,proposed rule. The Company continues to evaluate the proposed rule, and the impact on USBNA and the Company will depend on the final form of any rulemaking.subsidiaries aresubsidiaries. A significant overhaul of the FCRA is expected to be issued in the first half of 2024, which will impact USBNA and its subsidiaries.periodically to disclosemaintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cybersecurity incident. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations if the institution or its critical service providers experience a cybersecurity incident.retail customers the Company’s policies and practices with respectprimary federal regulator within 36 hours of a computer-security incident that results in actual harm to the sharingconfidentiality, integrity, or availability of nonpublican information system or the information that the system processes, stores or transmits, which has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer information with its affiliatesbase, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. Similarly, the Office of the Superintendent of Financial Institutions in Canada requires Federally Regulated Financial Institutions to report qualifying technology and others,cybersecurity incidents under the provisions of the August 13, 2021 Technology 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 withnon-affiliates, subject to certain exceptions set forth in the GLBA. Regulation Retail USBNA’s retail banking activities are subject to a variety of federal and state statutes and regulations designed to protect consumers, 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 includerequire, among other things, disclosures of theTruth-in-Lending,Truth-in-Savings, Home Mortgage Disclosure, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practices, Real Estate Settlement Procedures, Electronic Funds Transfer, Right 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 USBNA to Financial Privacysubstantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and Servicemembers Civil Relief Acts. Interestattorneys’ fees, and may also result in significant reputational harm. USBNA’s regulators may also seek to enforce consumer protection requirements and obtain these and other charges collected or contracted for by banks are subject to state usury lawsremedies, including regulatory sanctions and federal laws concerning interest rates.Consumer Financial Protection BureauU.S. Bank National Associationcivil money penalties.laws, including many of the laws and regulations described above.laws. The CFPB has undertaken numerous rule-making and other initiatives, including launching an initiative to reduce the amounts and types of fees financial institutions may charge, including by recently proposing a rule that would significantly reduce the permissible amount of credit card late fees, issuing informal guidance and taking enforcement actions against certain financial institutions. The CFPB’s rulemaking, examination and enforcement authority has affected and will continue to impactaffect financial institutions involved in the provision ofthat provide consumer financial products and services, including the Company, U.S. Bank National Association,USBNA 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. The As a public company, the Company is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), bothand the rules and regulations promulgated by the SEC thereunder, as administered by the SEC, by virtue of the Company’s status as a public company.SEC. As a listed company on the New York Stock Exchange (the “NYSE”),NYSE, the Company is subject to the rules of the NYSE for listed companies.Website Access to SEC ReportsU.S. Bancorp’s internet website can be found atusbank.com. U.S. Bancorp makes available free of charge on its website its annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act, as well as all other reports filed by U.S. Bancorp with the SEC as soon as reasonably practicable after electronically filed with, or furnished to, the SEC.Additional InformationAdditional information in response to this Item 1 can be found in the 2017 Annual Report on pages 61 to 65 under the heading “Line of Business Financial Review.” That information is incorporated into this report by reference.Item 1A.Risk FactorsInformation in response to this Item 1A can be found in the 2017 Annual Report on pages 146 to 156 under the heading “Risk Factors.” That information is incorporated into this report by reference.15Item 1B.Unresolved Staff CommentsNone.Item 2.PropertiesU.S. Bancorp and its significant subsidiaries occupy headquarter offices under a long-term lease in Minneapolis, Minnesota. The Company also leases ten freestanding operations centers in Cincinnati, Denver, Milwaukee, Minneapolis, Overland Park, Portland and St. Paul. The Company owns 11 principal operations centers in Cincinnati, Coeur d’Alene, Fargo, Milwaukee, Olathe, Owensboro, Portland, St. Louis and St. Paul. At December 31, 2017, the Company’s subsidiaries owned and operated a total of 1,507 facilities and leased an additional 1,946 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 2017 Annual Report. That information is incorporated into this report by reference.Item 3.Legal ProceedingsInformation in response to this Item 3 can be found in Note 22 of the Notes to Consolidated Financial Statements included in the 2017 Annual Report. That information is incorporated into this report by reference.Item 4.Mine Safety DisclosuresNot Applicable.an indirecta subsidiary of U.S. Bank National AssociationUSBNA of preferred stock exchangeable for the Company’s Preferred Stock under certain circumstances (“Exchangeable Preferred Stock”). Simultaneously with the closing of certain of those transactions, the Company entered into a replacement capital covenant, as amended from time to time (as amended, each, a “Replacement Capital Covenant” and collectively, the “Replacement Capital Covenants”) for the benefit of persons that buy, hold or sell a specified series of long-term indebtedness of the Company or U.S. Bank National AssociationUSBNA (the “Covered Debt”). Each of the Replacement Capital Covenants provides that neither the Company nor any of its subsidiaries (including any of the Trusts) will repay, redeem or purchase any of the Preferred Stock, Exchangeable Preferred Stock or the Capital Securities and the securities held by the Trust (the “Other 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.Debt.Debt upon request. For copies of any of these documents, holders should write to Investor Relations, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call(866) 775-9668.22, 2018,20, 2024, for those securities that remain outstanding.Issuer Capital Securities, Preferred Stock
or Exchangeable Preferred StockOther Securities Covered Debt ClosingDateIssuerCapital Securities orPreferred StockOther SecuritiesCovered DebtUSB Capital IX’s $675,378,000 of 6.189%Fixed-to-Floating Rate Normal Income Trust Securities U.S. Bancorp’s Series ANon-Cumulative Perpetual Preferred Stock U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) U.S. Bancorp Not Applicable U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) Corp5,0004,500 shares ofFixed-to-Floating-Rate ExchangeableNon-Cumulative Perpetual Series A Preferred Stock exchangeable for shares of U.S. Bancorp’s Series CNon-cumulative Non-Cumulative Perpetual Preferred Stock(b)Not Applicable U.S. Bancorp’s 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) (a)USB Realty Corp. is an indirect subsidiary of U.S. Bank National Association.(b)Under certain circumstances, upon the direction of the OCC, each share of USB Realty Corp.’s Series A Preferred Stock will be automatically exchanged for one share of U.S. Bancorp’s Series CNon-cumulative Perpetual Preferred Stock.17PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOn June 28, 2017,up to $2.6$3.0 billion of its common stock from Julybeginning January 1, 2017 through June 30, 2018. Except as otherwise indicated in2021. The Company suspended all common stock repurchases at the table below, all shares repurchased duringbeginning of the fourththird quarter of 2017 were repurchased under this authorization. 2021, except for those done exclusively in connection with its stock-based compensation programs, due to its acquisition of MUB. The Company will evaluate its share repurchases in connection with the potential capital requirements given the proposed regulatory capital rules and related landscape. Capital distributions, including dividends and stock repurchases, are subject to the approval of the Company’s Board of Directors and compliance with regulatory requirements.The following table provides a detailed analysis of all shares repurchasedof common stock of the Company purchased 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 (a)Includes 50,000 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, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s Employee Retirement 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 the Company’s Employee Retirement Savings PlanPeriod Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In Millions) October 1-31 273,451 $36.08 13,451 $1,330 November 1-30 4,183 37.20 4,183 1,330 December 1-31 359,226 45.31 359,226 1,314 Total 636,860 $41.29 376,860 $1,314 20172023 Annual Report on page 143139 under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.Item 6.Selected Financial DataInformation in response to this 6 can be found in the 2017 Annual Report on page 23 under the heading “Table 1 — Selected6. [Reserved]Data.” That information is incorporated into this report by reference.Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20172023 Annual Report on pages 22 to 7158 under the heading “Management’s Discussion and Analysis.” That information is incorporated into this report by reference.Item 7A.Quantitative and Qualitative Disclosures About Market Risk20172023 Annual Report on pages 3835 to 6055 under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.18Item 8.Financial Statements and Supplementary Data20172023 Annual Report on pages 7264 to 145139 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)” and “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and Procedures20172023 Annual Report on page 7163 under the heading “Controls and Procedures” and on pages 7264 and 7465 under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm.” That information is incorporated into this report by reference.Item 9B.Other Information19Item 10.Directors, Executive Officers and Corporate GovernanceUs”us” and then clicking on “Investor Relations”relations” and then clicking on “Corporate Governance” and then clicking on “Governance documents” and then clicking on “Code of Ethics.Ethics” and then clicking on “Code of Ethics and Business Conduct.” The Company intends to satisfy the disclosure requirements under Item 5.05 of Form8-K regarding amendments to, or waivers from, certain provisions of the Code of Ethics and Business Conduct that apply to its principal executive officer, principal financial officer and principal accounting officer by posting such information on its website, at the address and location specified above.Executive Officers ofRegistrant57,63, 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, 53, 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.54,60, has served in this position since March 2013. He also served as Corporate Secretary of U.S,U.S. Bancorp from June 2022 until December 2023 and 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 Administration Officer of U.S. Bancorp. Mr. Dolan, 62, has served in this position since September 2023. From August 2016 to August 2023, he served as Vice Chair and Chief Financial Officer of U.S. Bancorp. Mr. Dolan, 56, 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. ElmoreVice 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 asSenior Executive Vice President Community Banking,and Chief Social Responsibility Officer of U.S. Bancorp and its predecessor company, Firstar Corporation.20Leslie V. GodridgeGodridge is Vice Chairman, Corporate and Commercial Banking, of U.S. Bancorp. Ms. Godridge, 62,Dominski, 53, 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 memberChief Social Responsibility Officer since April 2023. She joined U.S. Bancorp in June 2015 as President of the Executive Committee at TheU.S. Bank Foundation and Senior Vice President of New York,Corporate Social Responsibility. Before joining U.S. Bancorp, Ms. Dominski spent 21 years with Target Corporation in leadership positions including sourcing, merchandising, merchandise planning and operations before moving to Target's Corporate Social Responsibility team, where she was headserved as Senior Director of BNY Asset Management, Private Banking, Consumer BankingEducation and Regional Commercial Banking from 2004 to 2006.Chairman,Chair, Wealth, Corporate, Commercial and Institutional Banking, of U.S. Bancorp. Ms. Kedia, 53, has served in this position since June 2023. From December 2016 to June 2023, she served as Vice Chair, Wealth Management and Investment Services, of U.S. Bancorp. Ms. Kedia, 47, has served in this position since joining U.S. Bancorp in December 2016. From October 2008 until May 2016,2016, 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.James B. KelligrewMr. Kelligrew is Vice Chairman, Corporate2008 and Commercial Banking, of U.S. Bancorp. Mr. Kelligrew, 52, has served in this position since January 2016. From March 2014 until December 2015, he served as Executive Vice President, Fixed Incomea Partner and Capital Markets, of U.S. Bancorp, having served as Executive Vice President, Credit Fixed Income, of U.S. Bancorpassociate at McKinsey from May 20091996 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, 53,59, 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. ParkerParkerPhilipson is Senior Executive Vice President and Head of Global Markets and Specialized Finance of U.S. Bancorp. Mr. Philipson, 45, has served in this position since April 2023. From October 2017 to April 2023, he served as head of Fixed Income and Capital Markets. Previously, he led Credit & Municipal Fixed Income at U.S. Bank and, prior to that, held roles in fixed income and capital markets at Wachovia/Wells Fargo Securities and Morgan Stanley.ChairmanChair and Chief Risk Officer of U.S. Bancorp. Mr. Parker, 61,Ms. Richard, 55, has served in this position since December 2013. From October 2007 until December 2013 he2018. She served as Executive Vice President and Chief CreditOperational Risk Officer of U.S. Bancorp. From March 2005Bancorp from January2007, he served as Executive Vice President of Credit Portfolio Management of U.S. Bancorp,2018, having served as Senior Vice President of Credit Portfolio Management of U.S. Bancorp since January 2002.Katherine B. QuinnMs. Quinn is Vice Chairman and Chief AdministrationOperational Risk Officer from 2014 until January 2018. Prior to that time, Ms. Richard held various senior leadership roles at HSBC from 2003 until 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.Ms. Quinn, 53,Mr. Runkel, 47, has served in this position since April 2017.August 2021. From SeptemberDecember 2013 to April 2017, sheAugust 2021, he 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 Officer21of WellPoint, Inc. (now known as Anthem, Inc.), having served as Head of Corporate Marketing of WellPoint from July 2005 until September 2010. Prior to that time, she served as Chief Marketing and Strategy Officer at The Hartford from 2003 until 2005.Mark G. RunkelMr. Runkel isSenior Executive Vice President and Chief Credit Officer of U.S. Bancorp. Mr. Runkel, 41, has served in this position since December 2013.Officer. 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.Jeffry H. von Gillernvon GillernStern is Senior Executive Vice Chairman, TechnologyPresident and Operations Services,Chief Financial Officer of U.S. Bancorp. Mr. von Gillern, 52,Stern, 46, has served as Senior Executive Vice President since April 2023 and Chief Financial Officer since September 2023. He also served as Head of Finance from May 2023 to August 2023. He served as Executive Vice President from July 2013 through April 2023. From May 2021 until May 2023, he served as President of the Global Corporate Trust and Custody business of U.S. Bancorp. Previously, he served as Treasurer from July 2013 to May 2021 and has held various other leadership positions in his nearly 25 years at U.S. Bancorp.2010.2020. From April 2001, when he joined U.S. Bancorp,January 2015 until July 2010, Mr. von Gillern2020, he served as Executive Vice President and Chief Innovation Officer of U.S. Bancorp, additionally servinghaving served as Senior Vice President and Chief InformationInnovation Officer of U.S. Bancorp Payment Services from JulyJanuary 2010 until January 2015. From January 2007 until July 2010.Chairman,Chair, Consumer and Business Banking, of U.S. Bancorp. Mr. Welsh, 58, 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.Mattersmatters — Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal 1 —Election of Directors,reports,” “Corporate Governancegovernance — Committee Responsibilities”responsibilities” and “Corporate Governancegovernance — Committee Member Qualifications.member qualifications.” That information is incorporated into this report by reference.Item 11.Executive CompensationDiscussiondiscussion and Analysis,analysis,” “Compensation Committee Report,report,” “Corporate governance – Compensation Committee Interlocks and Insider Participation,” “Executive Compensation”compensation” and “Director Compensation.compensation.” That information is incorporated into this report by reference.22Item 12. of Certain Beneficial Owners and Management and Related Stockholder MattersEquity Compensation Plan InformationThe following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, 2017: 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 (1)Includes shares underlying stock options under the U.S. Bancorp 2015 Stock Incentive Plan (the “2015 Plan”), the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) and the 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 shares 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 aone-for-one basis) and restricted stock units (settled in shares of the Company’s common stock on aone-for-one basis) under the 2015 Plan, the 2007 Plan and the 2001 Plan. No exercise price is paid upon vesting, and thus, no exercise price is included in the table.Includes 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 absoluteCertain Beneficial Owners and relative targets set forth in each recipient’s award agreementManagement and (b) the target number of units granted to Managing Committee members in February 2017.(3)The 37,178,340 shares 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)These shares of common stock are issuable pursuant to various current and former deferred compensation plans of U.S. Bancorp and its predecessor entities. No exercise price is paid when shares are issued pursuant to the deferred compensation plans.The deferred compensation plans allownon-employee directors and members of senior management to defer all or part of their compensation until the earlier of retirement or termination of employment. The deferred compensation is deemed to be invested in one of several investment alternatives at the option of the participant, including shares of U.S. Bancorp common stock. Deferred compensation deemed to be invested 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.23The 496,578 shares included in the table assume that participants in the plans whose deferred compensation had been deemed to be invested in U.S. Bancorp common stock had elected to receive all of that deferred compensation in shares of U.S. Bancorp common stock on December 31, 2017. 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.Additional Related Stockholder MattersAdditional information in response to this Item 12 can be found in the Proxy Statement under the headingheadings "Equity compensation plan information" and “Security Ownershipownership of Certain Beneficial Ownerscertain beneficial owners and Management.management.” That information is incorporated into this report by reference.Item 13.Certain Relationships and Related Transactions, and Director IndependenceGovernancegovernance — Director Independence,independence,” “Corporate Governance — Committee Member Qualifications”member qualifications” and “Certain Relationshipsrelationships and Related Transactions.related transactions.” That information is incorporated into this report by reference.Item 14.Principal Accounting Fees and ServicesReportreport and Paymentpayment of Feesfees to Auditorauditor — Fees to Independent Auditor”independent auditor” and “Audit Committee Reportreport and Paymentpayment of Feesfees to Auditorauditor — Administration of Engagementengagement of Independent Auditor.independent auditor.” That information is incorporated into this report by reference.24Item 15.Exhibits, Financial Statement SchedulesreportReport of Independent Registered Public Accounting Firm on the Financial Statements20172023 and 201620222017201720172017U.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)ExhibitNumberDescription(1)3.1[Pursuant to Item 601(b)(4)(iii)(A) of RegulationS-K, copies of instruments defining the rights of holders of long-term debt are not filed. U.S. Bancorp agrees to furnish a copy thereof to the SEC upon request.]25ExhibitNumber26272829ExhibitNumberDescription32 3297 101 FinancialThe following financial statements from the Company’s Annual Report on Form10-K of the Company for the year ended December 31, 2017,2023, formatted in Extensible Business Reporting Language:Inline XBRL: (i) 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.Statements, tagged as blocks of text and including detailed tags.104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). (1)Exhibit has been previously filed with the SEC and is incorporated herein as an exhibit by reference to the prior filing.(2)Management contracts or compensatory plans or arrangements.3022, 2018,20, 2024, on its behalf by the undersigned, thereunto duly authorized.U.S. BANCORP U.S. BANCORPBy Andrew Cecere By/s/ ANDREW CECEREAndrew CecereChairman, President and Chief Executive Officer 22, 2018,20, 2024, by the following persons on behalf of the registrant and in the capacities indicated./s/ ANDREW CECEREAndrew Cecere,Andrew Cecere,Director,/s/ TERRANCE R. DOLANJohn C. Stern,Terrance R. Dolan,ChairmanPresident and Chief Financial Officer/s/ CRAIG E. GIFFORDLisa R. Stark,Craig E. Gifford,RICHARD K. DAVIS*Richard K. Davis, DirectorDOUGLAS M. BAKER, JR.*Douglas M. Baker, Jr., DirectorWARNER L. BAXTER*MARC N. CASPER*Dorothy J. Bridges, DirectorMark N. Casper, DirectorElizabeth L. Buse, Director RTHUR D.LAN B. COLLINS, JR.OLBERG*Arthur D. Collins, Jr.,Alan B. Colberg, DirectorKimberly N. Ellison-Taylor, Director ROLAND A. HERNANDEZ*31Signature and TitleDOREEN WOO HO*Doreen Woo Ho, DirectorOLIVIA F. KIRTLEY*Olivia F. Kirtley, DirectorKAREN S. LYNCH*Karen S. Lynch, DirectorRICHARD P. MCKENNEY*DAVID B. O’MALEY*Yusuf I. Mehdi, DirectorDavid B. O’Maley, DirectorLoretta E. Reynolds, Director O’DELL M. OWENS, M.D., M.P.H.O’Dell M. Owens, M.D., M.P.H.,John P. Wiehoff, DirectorCRAIG D. SCHNUCK*Craig D. Schnuck, DirectorSCOTT W. WINE**Andrew Cecere, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.22, 201820, 2024By: By:/s/ ANDREW CECEREAndrew CecereAndrew CecereAttorney-In-Fact President and Chief Executive Officer32