UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission file number: 1-6880

 

 

U.S. Bancorp

(Exact name of registrant as specified in its charter)

 

Delaware   41-0255900

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

800 Nicollet Mall, Minneapolis, Minnesota 55402

(Address of principal executive offices) (Zip Code)

(651) 446-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Name of each exchange on which registered

Common Stock, $.01 par value per share

   New York Stock Exchange

Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)

   New York Stock Exchange

Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Preferred Stock, par value $1.00)

   New York Stock Exchange

Depositary Shares (each representing 1/1,000th interest in a share of Series D Non-Cumulative Preferred Stock, par value $1.00)

   New York Stock Exchange

Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00)

   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   þ     No   ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨     No   þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ     No   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   þ    Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ¨     No   þ

As of June 30, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $49.1 billion based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

 

Class   Outstanding at January 31, 2012

Common Stock, $.01 par value per share

 

1,910,929,108

 

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

    

Parts Into Which Incorporated

1.   Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2011 (2011 Annual Report)      Parts I and II
2.   Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 17, 2012 (Proxy Statement)      Part III

 

 

 


PART I

 

Item 1. Business

General Business Description

U.S. Bancorp (“U.S. Bancorp” or the “Company”) is a multi-state financial services holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp was incorporated in Delaware in 1929 and operates as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. U.S. Bancorp provides a full range of financial services, including lending and depository services, cash management, foreign exchange 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. Bancorp’s banking subsidiaries are engaged in the general banking business, principally in domestic markets. The subsidiaries range in size from $53 million to $236 billion in deposits and provide 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 focusing on specific targeted industries. Lending services include traditional credit products as well as credit card services, leasing, financing and import/export trade, asset-backed lending, agricultural finance and other products. Depository services include checking accounts, savings accounts and time certificate contracts. Ancillary services such as foreign exchange, treasury management and receivable lock-box collection are provided to corporate 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.

U.S. Bancorp’s non-banking subsidiaries primarily offer investment and insurance products to the Company’s customers principally within its markets, and mutual fund processing services to a broad range of mutual funds.

Banking and investment services are provided through a network of 3,085 banking offices principally operating in the Midwest and West regions of the United States. The Company operates a network of 5,053 ATMs and provides 24-hour, seven day a week telephone customer service. Mortgage banking services are provided through banking offices and loan production offices throughout the Company’s markets. Consumer lending products may be originated through banking offices, indirect correspondents, brokers and other lending sources. The Company is also one of the largest providers of Visa ® corporate and purchasing card services and corporate trust services in the United States. A wholly-owned subsidiary, Elavon, Inc. (“Elavon”), provides merchant processing services directly to merchants and through a network of banking affiliations. Affiliates of Elavon provide similar merchant services in Canada, Mexico, Brazil and segments of Europe. These foreign operations are not significant to the Company.

On a full-time equivalent basis, as of December 31, 2011, U.S. Bancorp employed 62,529 people.

Competition

The commercial banking business is highly competitive. The Company’s subsidiary banks compete with other commercial banks and with other financial institutions, including savings and loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions and investment companies. In recent years, competition has increased from institutions not subject to the same regulatory restrictions as domestic banks and bank holding companies. 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. 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.

Government Policies

The operations of the Company’s various operating units are affected by federal and state legislative changes and by policies of various regulatory authorities, including those of the numerous states in which they operate, the United States and foreign governments. These policies include, for example, statutory maximum

 

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legal lending rates, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, the U.S. Patriot Act and capital adequacy and liquidity constraints imposed by bank regulatory agencies.

Supervision and Regulation

U.S. Bancorp and its subsidiaries are subject to the extensive regulatory framework applicable to bank holding companies and their subsidiaries. This regulatory framework is intended primarily for the protection of depositors, the deposit insurance fund of the Federal Deposit Insurance Corporation (the “FDIC”), consumers and the stability of the financial system in the United States and the health of the national economy, and not for investors in bank holding companies such as the Company.

This section summarizes certain provisions of the principal laws and regulations applicable to the Company and its subsidiaries. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described below.

Substantial changes to the regulation of bank holding companies and their subsidiaries have occurred and will continue to occur 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, and in their application by regulatory agencies, have had and will continue to have a material effect on the business and results of the Company and its subsidiaries.

Dodd-Frank Act The Dodd-Frank Act, which was enacted into law on July 21, 2010, significantly changed the regulatory framework for financial services companies, and requires significant rulemaking and numerous studies and reports over the next several years. 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 certain non-bank financial services companies. The Dodd-Frank Act significantly reduced interchange fees on debit card transactions, limits the preemption of state laws applicable to national banks, increases the regulation of consumer mortgage banking and makes numerous other changes discussed below.

In addition to the Dodd-Frank Act, other legislative proposals affecting banks have been made both domestically and internationally. Among other things, these proposals include additional capital and liquidity requirements and limitations on size or types of activity in which banks may engage.

Federal Reserve Regulation The Company elected to become a financial holding company as of March 13, 2000, pursuant to the provisions of the Gramm-Leach-Bliley Act (the “GLBA”). Under the GLBA’s system of “functional regulation,” the Board of Governors of the Federal Reserve System (the “Federal Reserve”) acts as an “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. The Company’s banking subsidiaries are regulated by the Office of the Comptroller of the Currency (the “OCC”) and also by the Federal Reserve and the FDIC in certain areas. Supervision and regulation by the responsible regulatory agency generally includes comprehensive annual reviews of all major aspects of a bank’s business and condition, and imposition of periodic reporting requirements and limitations on investments and certain types of activities.

If a financial holding company or a depository institution controlled by a financial holding company ceases to meet certain capital or management standards, the Federal Reserve may impose corrective capital and managerial requirements on the financial holding company, and may place limitations on its ability to conduct all of the business activities that financial holding companies are generally permitted to conduct. See “Permissible Business Activities” below. If the failure to meet these standards persists, a financial holding company may be required to divest its depository institution subsidiaries, or cease all activities other than those activities that may be conducted by bank holding companies that are not financial holding companies.

 

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Federal Reserve regulations also provide that, if any depository institution controlled by a financial holding company fails to maintain a satisfactory rating under the Community Reinvestment Act (“CRA”), the Federal Reserve must prohibit the financial holding company and its subsidiaries from engaging in the additional activities in which only financial holding companies may engage. See “Community Reinvestment Act” below. At December 31, 2011, the Company’s depository-institution subsidiaries met the capital, management and CRA requirements necessary to permit the Company to conduct the broader activities permitted for financial holding companies under the GLBA.

The Dodd-Frank Act codified existing Federal Reserve policy requiring the Company to act as a source of financial strength to its bank subsidiaries, and to commit resources to support these subsidiaries in circumstances where it might not otherwise do so. However, because the GLBA provides for functional regulation of financial holding company activities by various regulators, the GLBA prohibits the Federal Reserve from requiring payment by a holding company to a depository institution if the functional regulator of the depository institution objects to the payment. In those cases, the Federal Reserve could instead require the divestiture of the depository institution and impose operating restrictions pending the divestiture. As a result of the Dodd-Frank Act, non-bank subsidiaries of a holding company that engage in activities permissible for an insured depository institution must be examined and regulated in a manner that is at least as stringent as if the activities were conducted by the lead depository institution of the holding company.

Enhanced Prudential Standards/Early Remediation In December 2011, the Federal Reserve issued a proposed rule relating to enhanced prudential standards required under the Dodd-Frank Act for bank holding companies with over $50 billion in consolidated assets. The prudential standards include enhanced risk-based capital and leverage requirements, enhanced liquidity requirements, enhanced risk management and risk committee requirements, a requirement to submit a resolution plan, single-counterparty credit limits and stress tests. The proposal requires the Federal Reserve to 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 proposal would provide for notification to a covered company as to which the Council has determined to impose a debt-to-equity ratio of no more than 15-to-1, based upon the determination by the Council that (a) such company poses a grave threat to the financial stability of the United States and (b) the imposition of such a requirement is necessary to mitigate the risk that the company poses to the financial stability of the United States.

The proposed rule also provides, as required by the Dodd-Frank Act, for the early remediation of financial distress at covered companies so as to minimize the probability that the company will become insolvent and to reduce the potential harm of the insolvency of a covered company to the financial stability of the United States. Remedies include, in the initial stages of financial decline of the covered company, limits on capital distributions, acquisitions and asset growth. Remedies in the later stages of financial decline of the covered company include a capital restoration plan and capital-raising requirements, limits on transactions with affiliates, management changes and asset sales. In addition to regulatory capital triggers, the proposed rule includes triggers based on supervisory stress test results, market indicators and weaknesses in enterprise-wide and liquidity risk management.

Permissible Business Activities  As a financial holding company, 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.

The Company generally does not need Federal Reserve approval to acquire a company (other than a bank holding company, bank or savings association) engaged in activities that are financial in nature or incidental to

 

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activities that are financial in nature, as determined by the Federal Reserve. However, the Dodd-Frank Act added a provision requiring that approval if the total consolidated assets to be acquired exceed $10 billion. Financial holding companies are also required to obtain the approval of the Federal Reserve before they may acquire more than 5 percent of the voting shares or substantially all of the assets of an unaffiliated bank holding company, bank or savings association.

Interstate Banking  Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), a bank holding company may acquire banks in states other than its home state, subject to any state requirement that the bank has been organized and operating for a minimum period of time (not to exceed five years). Also, such an acquisition is not permitted if the bank holding company 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’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 merge across state lines to create interstate branches. Under the Dodd-Frank Act, banks are permitted to establish new branches in another state to the same extent as banks chartered in the other state.

Regulatory Approval for Acquisitions  In determining whether to approve a proposed bank acquisition, federal bank regulators will consider a number of factors, including the following: the effect of the acquisition on competition, financial condition and future prospects (including current and projected capital ratios and levels); the competence, experience and integrity of management and its record of compliance with laws and regulations; the convenience and needs of the communities to be served (including the acquiring institution’s record of compliance under the CRA); and the effectiveness of the acquiring institution in combating money laundering activities. 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.

Dividend Restrictions  The Company is a legal entity separate and distinct from its subsidiaries. Typically, the majority of the Company’s operating funds are received in the form of dividends paid to the Company by U.S. Bank National Association, its principal banking subsidiary. Federal law imposes limitations on the payment of dividends by national banks.

Dividends payable by U.S. Bank National Association, U.S. Bank National Association ND and the Company’s trust bank subsidiaries, as national banking associations, are limited to the lesser of the amounts calculated under a “recent earnings” test and an “undivided profits” test. Under the recent earnings test, a dividend may not be paid if the total of all dividends declared by a bank in any calendar year is in excess of the current year’s net income combined with the retained net income of the two preceding years, unless the bank obtains the approval of the OCC. Under the undivided profits test, a dividend may not be paid in excess of a bank’s “undivided profits.” See Note 23 of the Notes to Consolidated Financial Statements included in the Company’s 2011 Annual Report for the amount of dividends that the Company’s principal banking subsidiaries could pay to the Company at December 31, 2011, without the approval of their banking regulators.

In addition to the dividend restrictions described above, the OCC, the Federal Reserve and the FDIC have authority to prohibit or limit the payment of dividends by the banking organizations they supervise (including the Company and its bank subsidiaries), 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 exceptions for well capitalized and well managed holding companies, Federal Reserve regulations also require approval of holding company purchases and redemptions of its securities if the gross consideration paid exceeds 10 percent of consolidated net worth for any 12-month period.

In addition, Federal Reserve policy on the payment of dividends, stock redemptions and stock repurchases requires that bank holding companies consult 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 ( e.g. , declaring and paying dividends that exceed earnings for the period for which dividends are being paid); redeeming or

 

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repurchasing capital instruments when experiencing financial weakness; and redeeming or repurchasing common stock and perpetual preferred stock, if the result will be a net reduction in the amount of such capital instruments outstanding for the quarter in which the reduction occurs.

In 2010, the Federal Reserve issued an addendum to its policy on dividends, stock redemptions and stock repurchases that is specifically applicable to the 19 largest bank holding companies (including the Company) that are covered by the Supervisory Capital Assessment Program. The addendum provides for Federal Reserve review of dividend increases, implementation of capital repurchase programs and other capital repurchases or redemptions.

Capital Requirements  Federal banking regulators have adopted risk-based capital and leverage guidelines that require the capital-to-assets ratios of financial institutions to meet certain minimum standards. The risk-based capital ratio is calculated by allocating assets and specified off-balance sheet financial instruments into risk weighted categories (with higher levels of capital being required for the categories perceived as representing greater risk), and is used to determine the amount of a financial institution’s total risk-weighted assets (“RWAs”).

Under the guidelines, capital is divided into two tiers: 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. Under the guidelines, banking organizations are required to maintain a total capital ratio (total capital to RWA) of 8 percent and a Tier 1 capital ratio (Tier 1 capital to RWA) of 4 percent. At December 31, 2011, the Company’s consolidated total capital ratio was 13.3 percent and its Tier 1 capital ratio was 10.8 percent. For a further description of these guidelines, see Note 15 of the Notes to Consolidated Financial Statements in the Company’s 2011 Annual Report.

The federal banking regulators also have established minimum leverage ratio guidelines. The leverage ratio is defined as Tier 1 capital divided by adjusted average total assets. The minimum leverage ratio is 3 percent for bank holding companies that are considered “strong” under Federal Reserve guidelines or which have implemented the Federal Reserve’s risk-based capital measure for market risk. Other bank holding companies must have a minimum leverage ratio of 4 percent. Bank holding companies may be expected to maintain ratios well above the minimum levels, depending upon their particular condition, risk profile and growth plans. At December 31, 2011, the Company’s leverage ratio was 9.1 percent.

The Dodd-Frank Act effectively eliminated differences between the minimum capital requirements applicable to insured depository institutions and their holding companies by phasing out the use of hybrid debt instruments (such as trust preferred securities) in determining holding company regulatory capital.

For additional information regarding the Company’s regulatory capital, see Capital Management in the Company’s 2011 Annual Report on pages 55 to 56.

Capital Plan Requirement/Minimum Capital Level In 2011, the Federal Reserve issued a final rule amending Regulation Y to require bank holding companies with total consolidated assets of $50 billion or more to submit capital plans to the Federal Reserve on an annual basis. The Company submitted its first capital plan in January 2012. The Federal Reserve must object or provide notice of non-objection to the plan by March 31, 2012.

Companies must demonstrate in their capital plans how they will maintain a minimum Tier 1 common ratio above 5 percent under stressful conditions using the Federal Reserve’s existing supervisory definition of Tier 1 common capital. If the Federal Reserve objects to a capital plan and until such time as the Federal Reserve issues a non-objection to the bank holding company’s capital plan, the bank holding company may not make any capital distribution, other than those capital distributions with respect to which the Federal Reserve has indicated its non-objection.

Basel III Capital Requirements/Capital Surcharge/Additional Loss Absorbency Requirement/Liquidity In June 2011, the Basel Committee revised the new capital and liquidity standards issued in October 2010, known

 

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as Basel III. As of January 1, 2013, banks will be required to meet new minimum requirements in relation to RWAs. Minimum common equity and Tier 1 capital requirements will be phased in between January 1, 2013 and January 1, 2015. A “capital conservation buffer” will be phased in between January 1, 2016 and December 31, 2018, becoming fully effective on January 1, 2019.

In early 2012, the Federal Reserve is expected to promulgate proposed rules implementing the new market risk capital requirements from the Basel accords, to include book securitization and resecuritization elements and to adopt the Basel III framework. The Federal Reserve is expected to approve capital distributions only when they are consistent with a bank holding company “readily and without difficulty” meeting the new capital requirements as they come into effect.

The Basel III liquidity component sets out two minimum standards for funding liquidity: the Liquidity Coverage Ratio (“LCR”), which is designed to promote the short-term resilience of a bank’s liquidity risk profile by ensuring that it has sufficient high-quality liquid assets to survive a significant stress scenario lasting for 30 calendar days; and the Net Stable Funding Ratio (“NSFR”), which is designed to promote longer-term resilience by requiring banks to have capital or longer term high-quality funding so that the banks can survive over a one-year period of less severe stress. The LCR will be introduced on January 1, 2015. The NSFR will move to a minimum standard by January 1, 2018. The Federal Reserve in its proposed rule for enhanced prudential standards has stated that it intends to implement these liquidity standards in the United States through one or more separate rules.

Stress Testing In November 2011, the Federal Reserve launched its Comprehensive Capital Analysis and Review process. The Federal Reserve issued the macroeconomic and financial market scenarios it is requiring institutions to use to support the stress testing used in their capital plans. Institutions were required to submit their capital plans by January 9, 2012, and the Company did so. The Federal Reserve will conduct a supervisory stress test for the 19 largest bank holding companies (including the Company) to help assess the capital plans and the appropriateness of capital levels for those companies. In January 2012, the OCC issued a proposed rule requiring national banks with more than $10 billion in total consolidated assets to conduct a separate annual stress test to help identify potential impact of adverse outcomes on the bank’s capital adequacy.

Risk-Based Capital Standards: Establishment of a Risk-Based Capital Floor In June 2011, the OCC, the Federal Reserve and the FDIC adopted a final rule to implement certain requirements of the Dodd-Frank Act, which require these agencies to establish minimum risk-based capital requirements on a consolidated basis for insured depository institutions. Under the rule, banks and bank holding companies must maintain a minimum total risk-based capital ratio of 8.0 percent and a Tier 1 risk-based capital ratio of 4.0 percent.

Federal Deposit Insurance Corporation Improvement Act  The Federal Deposit Insurance Corporation Improvement Act of 1991 (the “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 a depository institution if that institution does not meet certain capital adequacy standards.

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. The regulations apply only to banks and not to bank holding companies such as the Company; however, subject to limitations that may be imposed pursuant to the GLBA, the Federal Reserve is authorized to take appropriate action at the holding company level, based on the undercapitalized status of the holding company’s subsidiary banking institutions. In certain instances relating to an undercapitalized banking institution, the bank holding company would be required to guarantee the performance of the undercapitalized subsidiary’s capital restoration plan and could be liable for civil money damages for failure to fulfill those guarantee commitments.

Deposit Insurance  Under current FDIC regulations, each depository institution is assigned to a risk category based on capital and supervisory measures. 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.

 

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A depository institution is assessed premiums by the FDIC based on its risk category and the amount of deposits held. Higher levels of bank failures have dramatically increased FDIC resolution costs and depleted the deposit insurance fund. In addition, in 2008, the amount of FDIC insurance coverage for insured deposits was generally increased from $100,000 per depositor account ownership type to $250,000.

In light of the increased stress on the deposit insurance fund caused by these developments, and in order to maintain a strong funding position and restore the reserve ratios of the deposit insurance fund, the FDIC (a) imposed a special assessment in June 2009, (b) increased assessment rates of insured institutions generally, and (c) required insured institutions to prepay on December 30, 2009 the premiums that were expected to become due for 2010, 2011 and 2012. In addition, the Dodd-Frank Act altered the assessment base for deposit insurance assessments from a deposit to an asset base, and seeks to fund part of the cost of the Dodd-Frank Act by increasing the deposit insurance reserve fund to 1.35 percent of estimated insured deposits. The Dodd-Frank Act also requires that FDIC assessments be set in a manner that offsets the cost of the assessment increases for institutions with consolidated assets of less than $10 billion. This provision effectively places the increased assessment costs on larger financial institutions such as the Company.

The Dodd-Frank Act also permanently increased deposit insurance coverage from $100,000 per account ownership type to $250,000, and extended the unlimited insurance of non-interest bearing transaction accounts under the FDIC Transaction Account Guaranty program to January 1, 2013.

Deposit Insurance Assessments In February 2011, the FDIC adopted a final rule implementing revisions to the Federal Deposit Insurance Act made by the Dodd-Frank Act, including a revision which changes the assessment base for deposit insurance premiums, and which provides for use of a risk scorecard to determine deposit premiums. The effect of the rule was first reflected in the invoices for assessments due September 30, 2011, and substantially increased the FDIC premiums paid by the Company’s banking subsidiaries.

Powers of 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 subsidiaries that are insured depository institutions, such as U.S. Bank National Association.

Depositor Preference  Under federal law, in the event of the liquidation or other resolution of an insured depository institution, the claims of a receiver of the institution for administrative expense and the claims of holders of domestic deposit liabilities (including the FDIC, as subrogee of the depositors) have priority over the claims of other unsecured creditors of the institution, including holders of publicly issued senior or subordinated debt and depositors in non-domestic offices. As a result, those noteholders and depositors would be treated differently from, and could receive, if anything, substantially less than, the depositors in domestic offices of the depository.

Orderly Liquidation Authority The FDIC issued a final rule effective August 15, 2011 to implement the liquidation provisions of the Dodd-Frank Act. The rule provides a comprehensive framework for the orderly liquidation of a covered financial company. A covered financial company is a financial company (including a bank holding company, but not an insured depository), in situations where the Secretary of the Treasury determines (upon the written recommendation of the FDIC and the Federal Reserve and after consultation with the President) that the conditions set forth in the Dodd-Frank Act regarding the impact of the financial company’s failure have been met. The rule sets forth a comprehensive method for the receivership of a covered financial company. The Company is a financial company and therefore is potentially subject to the orderly liquidation authority of the FDIC. In preparation for the potential exercise of this authority, the FDIC created the Office of Complex Financial Institutions. Its duties include the continuous review and oversight of bank holding companies with assets of more than $100 billion.

 

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Resolution Plans Effective November 30, 2011, the Federal Reserve and the FDIC adopted a final 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. The final rule requires each covered company to produce a resolution plan that includes information regarding the manner and extent to which any insured depository institution affiliated with the company is adequately protected from risks arising from the activities of any nonbank 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 that the Federal Reserve and the FDIC jointly require by rule or order. Plans must analyze baseline, adverse, and severely adverse economic condition impacts. The plan 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 risk 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.

In January 2012, the FDIC adopted a final rule requiring an insured depository institution with $50 billion or more in total assets to submit periodically to the FDIC a contingency plan for the resolution of such institution in the event of its failure. The rule requires a covered depository institution to submit a resolution plan that should enable the FDIC, as receiver, to resolve the institution under applicable receivership provisions of the Federal Deposit Insurance Act in a manner that ensures that depositors receive access to their insured deposits within one business day of the institution’s failure, maximizes the net present value return from the sale or disposition of its assets and minimizes the amount of any loss to be realized by the institution’s creditors. The Company will be required to file both resolution plans in 2013.

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 connection with 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 claims of the holding company and its affiliates against the depository institution.

Transactions with Affiliates  There are various legal restrictions on the extent to which the Company and its non-bank subsidiaries may borrow or otherwise obtain funding from the Company’s banking subsidiaries, including U.S. Bank National Association and U.S. Bank National Association ND. Under the Federal Reserve Act and Regulation W of the Federal Reserve, the Company’s banking subsidiaries (and their subsidiaries) may only engage in lending and other “covered transactions” with non-bank and non-savings bank affiliates to the following extent: (a) in the case of any single affiliate, the aggregate amount of covered transactions may not exceed 10 percent of the capital stock and surplus of the banking subsidiary; and (b) in the case of all affiliates, the aggregate amount of covered transactions may not exceed 20 percent of the capital stock and surplus of the banking subsidiary.

Covered transactions between the Company’s banking subsidiaries and their affiliates are also subject to certain collateralization requirements. All covered transactions, including transactions with a third party in which an affiliate of the banking subsidiary has a financial interest, must be conducted on market terms. “Covered transactions” are defined to include (a) a loan or extension of credit by a bank subsidiary to an affiliate, (b) a purchase of securities issued to a banking subsidiary by an affiliate, (c) a purchase of assets (unless otherwise exempted by the Federal Reserve) by the banking subsidiary from an affiliate, (d) the acceptance of securities issued by an affiliate to the banking subsidiary as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by the banking subsidiary on behalf of an affiliate. The Dodd-Frank Act eliminated the special treatment for transactions with financial subsidiaries.

 

9


Anti-Money Laundering and Suspicious Activity  Several federal laws, including the Bank Secrecy Act, the Money Laundering Control Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) require all financial institutions (including banks and securities broker-dealers) to, among other things, implement policies and procedures relating to anti-money laundering, compliance, suspicious activities, and currency transaction reporting and due diligence on customers. The Patriot Act also requires federal bank regulators to evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank acquisition.

Community Reinvestment Act  The Company’s banking subsidiaries are subject to the provisions of the CRA. Under the terms of the CRA, the 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 in 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 each of the Company’s banking subsidiaries on its record in meeting the credit needs of the community served by that institution, including low-income and moderate-income neighborhoods. The assessment also is considered when the Federal Reserve reviews applications by banking institutions to acquire, merge or consolidate with another banking institution or its holding company, to establish a new branch office that will accept deposits or to relocate an office. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the records of each subsidiary depository institution of the applicant bank holding company, and those records may be the basis for denying the application.

U.S. Bank National Association received an “outstanding” CRA rating and U.S. Bank National Association ND received a “satisfactory” CRA rating in their most recent examinations, covering the periods from January 1, 2006 through December 31, 2008.

Regulation of Brokerage, Investment Advisory and Insurance Activities  The Company conducts securities underwriting, dealing and brokerage activities in the United States through U.S. Bancorp Investments, Inc. (“USBII”) and other subsidiaries. These activities are subject to regulations of the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority and other authorities, including state regulators. These regulations generally include licensing of securities personnel, interactions with customers, trading operations and periodic examinations.

Securities regulators impose capital requirements on USBII and monitor its financial operations with periodical financial reviews. In addition, USBII is a member of the Securities Investor Protection Corporation.

The operations of First American Funds money market funds also are subject to regulation by the SEC. The Company’s operations in the areas of insurance brokerage and reinsurance of credit life insurance are subject to regulation and supervision by various state insurance regulatory authorities, including the licensing of insurance brokers and agents.

Credit Risk Retention The Dodd-Frank Act requires credit retention of 5 percent of any asset included in a securitization, or less than 5 percent if the assets meet underwriting standards established by regulation. Federal banking regulators are expected to issue final rules in 2012, which could affect the Company’s assets generation and securitization strategies, especially for residential mortgages.

The Volcker Rule — Proprietary Trading of Securities, Derivatives, and Certain other Financial Instruments In October 2011, the SEC, the Federal Reserve, the OCC and the FDIC proposed a rule to implement the so called “Volcker Rule” under the Dodd-Frank Act. The Volcker Rule prohibits banking entities from engaging in proprietary trading of securities, derivatives and certain other financial instruments for the entity’s own accord, and prohibits certain interests in, or relationships with, a hedge fund or private equity fund. This rule will apply to the Company, its banking subsidiaries and their affiliates.

Financial Privacy  Under the requirements imposed by the GLBA, the Company and its subsidiaries are required periodically to disclose to their retail customers the Company’s policies and practices with respect to the

 

10


sharing of nonpublic customer information with its affiliates and others, and the confidentiality and security of that information. Under the GLBA, retail customers also must be given the opportunity to “opt out” of information-sharing arrangements with nonaffiliates, subject to certain exceptions set forth in the GLBA.

Incentive-Based Compensation Arrangements In April 2011, the Federal Reserve, the OCC, the FDIC, the SEC, the National Credit Union Administration and the Federal Housing Finance Agency issued a proposed rule under the Dodd-Frank Act that would require the reporting of incentive-based compensation arrangements by a covered financial institution, and prohibit incentive-based compensation arrangements at a covered financial institution that provide excessive compensation or that could expose the institution to inappropriate risks that could lead to material financial loss.

The Bureau of Consumer Financial Protection In July 2011, all consumer financial protection functions of the Federal Reserve, the OCC and the FDIC were transferred to the Bureau of Consumer Financial Protection (the “Bureau”). All consumer protection functions of the Secretary of the Department of Housing and Urban Development relating to the Real Estate Settlement Procedures Act, the Secure and Fair Enforcement for Mortgage Licensing Act, and the Interstate Land Sales Full Disclosure Act were also transferred to the Bureau at such time. In addition, the authority of the Federal Trade Commission to prescribe rules, issue guidelines or conduct a study or issue a report mandated under such laws transferred to the Bureau. The Bureau has assumed all authority to prescribe rules or issue orders or guidelines pursuant to any federal consumer financial law. On July 21, 2011, the Bureau began an examination process for insured depository financial institutions with assets over $10 billion, which includes the Company’s bank subsidiaries. The Bureau has authority to regulate the offering and provision of consumer financial products or services under the federal consumer financial laws, and the Bureau is expected to undertake a number of rule-making and enforcement initiatives in 2012 under this authority.

Other Supervision and Regulation  The activities of U.S. Bank National Association and U.S. Bank National Association ND as consumer lenders also are subject to regulation under various United States federal laws, including the Truth-in-Lending, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practice and Electronic Funds Transfer acts, as well as various state laws. These statutes impose requirements on consumer loan origination and collection practices.

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”), both as administered by the SEC, by virtue of the Company’s status as a public company. As a listed company on the New York Stock Exchange (the “NYSE”), the Company is subject to the rules of the NYSE for listed companies.

Website Access to SEC Reports

U.S. Bancorp’s internet website can be found at usbank.com . U.S. Bancorp makes available free of charge on its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-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 Information

Additional information in response to this Item 1 can be found in the Company’s 2011 Annual Report on page 20 under the heading “Acquisitions”; and on pages 57 to 62 under the heading “Line of Business Financial Review.” That information is incorporated into this report by reference.

 

Item 1A. Risk Factors

Information in response to this Item 1A can be found in the Company’s 2011 Annual Report on pages 134 to 142 under the heading “Risk Factors.” That information is incorporated into this report by reference.

 

11


Item 1B. Unresolved Staff Comments

None.

 

Item 2. Properties

U.S. Bancorp and its significant subsidiaries occupy headquarter offices under a long-term lease in Minneapolis, Minnesota. The Company also leases nine 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, 2011, the Company’s subsidiaries owned and operated a total of 1,514 facilities and leased an additional 1,987 facilities, all of which are well maintained. The Company believes its current facilities are adequate to meet its needs. Additional information with respect to premises and equipment is presented in Notes 9 and 22 of the Notes to Consolidated Financial Statements included in the Company’s 2011 Annual Report. That information is incorporated into this report by reference.

 

Item 3. Legal Proceedings

None.

 

Item 4. Mine Safety Disclosures

Not Applicable.

 

Capital Covenants

The Company has entered into several transactions involving the issuance of capital securities (“Capital Securities”) by Delaware statutory trusts formed by the Company (the “Trusts”), the issuance by the Company of preferred stock (“Preferred Stock”) or the issuance by an indirect subsidiary of U.S. Bank National Association of preferred stock exchangeable for the Company’s Preferred Stock under certain circumstances (“Exchangeable Preferred Stock”). Simultaneously with the closing of each of those transactions, the Company entered into a replacement capital covenant (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 Association (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, with certain limited exceptions, except to the extent that, during the 180 days prior to the date of that repayment, redemption or purchase, 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 Board, if such approval is then required by the Federal Reserve Board or, in the case of the Exchangeable Preferred Stock, the approval of the OCC.

The Company will provide a copy of any Replacement Capital Covenant to a holder of the relevant Covered Debt. 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.

 

12


The following table identifies the closing date for each transaction, issuer, series of Capital Securities, Preferred Stock or Exchangeable Preferred Stock issued in the relevant transaction, Other Securities, if any, and applicable Covered Debt.

 

Closing

Date

  Issuer  

Capital Securities or

Preferred Stock

 

Other Securities

 

Covered Debt

3/17/06   USB Capital
IX and
U.S. Bancorp
  USB Capital IX’s $675,378,000 of 6.189% Fixed-to-Floating Rate Normal Income Trust Securities   (i) U.S. Bancorp’s Remarketed Junior Subordinated Notes and (ii) Stock Purchase Contract to Purchase U.S. Bancorp’s Series A Non-Cumulative Perpetual Preferred Stock   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)
3/27/06   U.S. Bancorp   U.S. Bancorp’s 40,000,000 Depositary Shares ($25 per Depositary Share) each representing a 1/1000 th interest in a share of Series B Non-Cumulative Preferred Stock   Not Applicable   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)
8/30/06   USB Capital
XI and
U.S. Bancorp
  USB Capital XI’s $765,000,000 6.60% Trust Preferred Securities   U.S. Bancorp’s 6.60% Income Capital Obligation Notes due 2066   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)
12/22/06   USB Realty
Corp
(a) and
U.S. Bancorp
  USB Realty Corp.’s 5,000 shares of Fixed- Floating-Rate Exchangeable Non-cumulative Perpetual Series A Preferred Stock exchangeable for shares of U.S. Bancorp’s Series C Non-cumulative Perpetual Preferred Stock (b)   Not applicable   U.S. Bancorp’s 6.60% junior subordinated debentures due 2066, underlying 6.60% trust preferred securities of USB Capital XI (CUSIP No. 903300200)
2/1/07   USB Capital
XII and
U.S. Bancorp
  USB Capital XII’s $535,000,000 6.30% Trust Preferred Securities   U.S. Bancorp’s 6.30% Income Capital Obligation Notes due 2067   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)
3/17/08   U.S. Bancorp   U.S. Bancorp’s 20,000,000 Depositary Shares ($25 per Depositary Share) each representing a 1/1000 th interest in a share of Series D Non-Cumulative Perpetual Preferred Stock   Not Applicable   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)
6/10/10   U.S. Bancorp   U.S. Bancorp’s 574,622 Depositary Shares ($1,000 per Depositary Share) each representing a 1/100 th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock   Not Applicable   U.S. Bancorp’s 6.625% junior subordinated debentures due 2039, underlying the 6.625% trust preferred securities of USB Capital XIII (CUSIP No. 90344NAA3)

 

(a) USB Realty Corp. is an indirect subsidiary of U.S. Bank National Association.
(b) Under certain circumstances, upon the direction of the Office of the Comptroller of the Currency, each share of USB Realty Corp.’s Series A Preferred Stock will be automatically exchanged for one share of the U.S. Bancorp’s Series C Non-cumulative Perpetual Preferred Stock.

 

13


PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On March 18, 2011, the Company announced that its Board of Directors had approved an authorization to repurchase 50 million shares of common stock through December 31, 2011. On December 13, 2011, the Company announced that its Board of Directors had approved an extension of the date through which shares may be repurchased under this authorization to March 31, 2012. All shares repurchased during the fourth quarter of 2011 were repurchased under this authorization. The following table provides a detailed analysis of all shares repurchased by the Company during the fourth quarter of 2011:

 

Period

  Total Number
of Shares
Purchased
       Average
Price Paid
per Share
       Total Number of
Shares Purchased as
Part of Publicly

Announced Programs
       Maximum Number
of Shares  that May
Yet Be Purchased
Under the Programs
 

October 1-31

    5,432,743         $ 24.35           5,432,743           28,962,961   

November 1-30

    101           25.33           101           28,962,860   

December 1-31

    340,221           27.01           340,221           28,622,639   
 

 

 

      

 

 

      

 

 

      

 

 

 

Total

    5,773,065         $ 24.51           5,773,065           28,622,639   

Additional Information

Additional information in response to this Item 5 can be found in the Company’s 2011 Annual Report on page 131 under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.

 

Item 6. Selected Financial Data

Information in response to this Item 6 can be found in the Company’s 2011 Annual Report on page 19 under the heading “Table 1 — Selected Financial Data.” That information is incorporated into this report by reference.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information in response to this Item 7 can be found in the Company’s 2011 Annual Report on pages 18 to 66 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 Risk

Information in response to this Item 7A can be found in the Company’s 2011 Annual Report on pages 34 to 56 under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.

 

Item 8. Financial Statements and Supplementary Data

Information in response to this Item 8 can be found in the Company’s 2011 Annual Report on pages 67 to 133 under the headings “Report of Management,” “Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements,” “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting,” “U.S. Bancorp Consolidated Balance Sheet,” “U.S. Bancorp Consolidated Statement of 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

 

14


Income — Five Year Summary (Unaudited),” “U.S. Bancorp Quarterly Consolidated Financial Data (Unaudited),” “U.S. Bancorp Supplemental Financial Data (Unaudited)” and “U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited).” That information is incorporated into this report by reference.

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

 

Item 9A. Controls and Procedures

Information in response to this Item 9A can be found in the Company’s 2011 Annual Report on page 66 under the heading “Controls and Procedures” and on pages 67 and 69 under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.” That information is incorporated into this report by reference.

 

Item 9B. Other Information

None.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers of the Registrant

Richard K. Davis

Mr. Davis is Chairman, President and Chief Executive Officer of U.S. Bancorp. Mr. Davis, 54, has served as Chairman of U.S. Bancorp since December 2007, Chief Executive Officer since December 2006 and President since October 2004. He also served as Chief Operating Officer from October 2004 until December 2006. Mr. Davis has held management positions with the Company since joining Star Banc Corporation, one of its predecessors, in 1993 as Executive Vice President.

Jennie P. Carlson

Ms. Carlson is Executive Vice President, Human Resources, of U.S. Bancorp. Ms. Carlson, 51, has served in this position since January 2002. Until that time, she served as Executive Vice President, Deputy General Counsel and Corporate Secretary of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. From 1995 until the merger, she was General Counsel and Secretary of Firstar Corporation and Star Banc Corporation.

Andrew Cecere

Mr. Cecere is Vice Chairman and Chief Financial Officer of U.S. Bancorp. Mr. Cecere, 51, has served in this position since February 2007. Until that time, he served as Vice Chairman, Wealth Management and Securities 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.

Terrance R. Dolan

Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan, 50, has served in this position since July 2010. 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.

 

15


Richard C. Hartnack

Mr. Hartnack is Vice Chairman, Consumer and Small Business Banking, of U.S. Bancorp. Mr. Hartnack, 66, has served in this position since April 2005, when he joined U.S. Bancorp. Prior to joining U.S. Bancorp, he served as Vice Chairman of Union Bank of California from 1991 to 2005 with responsibility for Community Banking and Investment Services.

Richard J. Hidy

Mr. Hidy is Executive Vice President and Chief Risk Officer of U.S. Bancorp. Mr. Hidy, 49, has served in this position since 2005. From 2003 until 2005, he served as Senior Vice President and Deputy General Counsel of U.S. Bancorp, having served as Senior Vice President and Associate General Counsel of U.S. Bancorp and Firstar Corporation since 1999.

Joseph C. Hoesley

Mr. Hoesley is Vice Chairman, Commercial Real Estate, of U.S. Bancorp. Mr. Hoesley, 57, has served in this position since June 2006. From June 2002 until June 2006, he served as Executive Vice President and National Group Head of Commercial Real Estate at U.S. Bancorp, having previously served as Senior Vice President and Group Head of Commercial Real Estate since joining U.S. Bancorp in 1992.

Pamela A. Joseph

Ms. Joseph is Vice Chairman, Payment Services, of U.S. Bancorp. Ms. Joseph, 52, has served in this position since December 2004. Since November 2004, she has been Chairman and Chief Executive Officer of Elavon Inc., a wholly owned subsidiary of U.S. Bancorp. Prior to that time, she had been President and Chief Operating Officer of Elavon Inc. since February 2000.

Howell D. McCullough III

Mr. McCullough is Executive Vice President and Chief Strategy Officer of U.S. Bancorp and Head of U.S. Bancorp’s Enterprise Revenue Office. Mr. McCullough, 55, has served in these positions since September 2007. From July 2005 until September 2007, he served as Director of Strategy and Acquisitions of the Payment Services business of U.S. Bancorp. He also served as Chief Financial Officer of the Payment Services business from October 2006 until September 2007. From March 2001 until July 2005, he served as Senior Vice President and Director of Investor Relations at U.S. Bancorp.

Lee R. Mitau

Mr. Mitau is Executive Vice President and General Counsel of U.S. Bancorp. Mr. Mitau, 63, has served in this position since 1995. Mr. Mitau also serves as Corporate Secretary. Prior to 1995 he was a partner at the law firm of Dorsey & Whitney LLP.

P.W. Parker

Mr. Parker is Executive Vice President and Chief Credit Officer of U.S. Bancorp. Mr. Parker, 55, has served in this position since October 2007. From March 2005 until October 2007, he served as Executive Vice President of Credit Portfolio Management of U.S. Bancorp, having served as Senior Vice President of Credit Portfolio Management of U.S. Bancorp since January 2002.

Richard B. Payne, Jr.

Mr. Payne is Vice Chairman, Wholesale Banking, of U.S. Bancorp. Mr. Payne, 64, has served in this position since November 2010, when he assumed the additional responsibility for Commercial Banking at U.S. Bancorp. From July 2006, when he joined U.S. Bancorp, until November 2010, Mr. Payne served as Vice

 

16


Chairman, Corporate Banking at U.S. Bancorp. Prior to joining U.S. Bancorp, he served as Executive Vice President for National City Corporation in Cleveland, with responsibility for Capital Markets, from 2001 to 2006.

Jeffry H. von Gillern

Mr. von Gillern is Vice Chairman, Technology and Operations Services, of U.S. Bancorp. Mr. von Gillern, 46, has served in this position since July 2010. From April 2001, when he joined U.S. Bancorp, until July 2010, Mr. von Gillern served as Executive Vice President of U.S. Bancorp, additionally serving as Chief Information Officer from July 2007 until July 2010.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that applies to its principal executive officer, principal financial officer and principal accounting officer. The Company’s Code of Ethics and Business Conduct can be found at www.usbank.com by clicking on “About U.S. Bank” and then clicking on “Ethics” under the “Investor/Shareholder Information” heading, which is located at the left side of the bottom of the page. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-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.

Additional Information

Additional information in response to this Item 10 can be found in the Company’s Proxy Statement under the headings “Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal 1 — Election of Directors” and “Board Meetings and Committees.” That information is incorporated into this report by reference.

 

Item 11. Executive Compensation

Information in response to this Item 11 can be found in the Company’s Proxy Statement under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Director Compensation.” That information is incorporated into this report by reference.

 

17


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, 2011:

 

Plan Category

   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) (1)
 

Equity compensation plans approved by security holders (2)

     79,436,387       $ 27.42         64,540,960   

Equity compensation plans not approved by security holders (3)

     2,263,157         —           —     
  

 

 

    

 

 

    

 

 

 

Total

     81,699,544       $ 26.66         64,540,960   

 

(1) No shares are available for granting future awards under the U.S. Bancorp 2001 Stock Incentive Plan.
   The 64,540,960 shares available under the Amended and Restated 2007 Stock Incentive Plan are available for future awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock-based awards, except that only 20,697,650 of these shares are available for future grants of awards other than stock options or stock appreciation rights.
(2) Includes shares underlying stock options, performance-based restricted stock units (awarded to the members of the Company’s managing committee in 2011 and convertible into shares of the Company’s common stock on a one-for-one basis), and restricted stock units (convertible into shares of the Company’s common stock on a one-for-one basis) under the Amended and Restated 2007 Stock Incentive Plan and the U.S. Bancorp 2001 Stock Incentive Plan. Excludes 137,620 shares, with a weighted-average exercise price of $19.86, underlying outstanding stock options and warrants assumed by U.S. Bancorp in connection with acquisitions by U.S. Bancorp.
(3) These shares of common stock are issuable pursuant to various current and former deferred compensation plans of U.S. Bancorp and its predecessor entities. The weighted-average exercise price does not include any assumed price at issuance of shares that may be issuable pursuant to the deferred compensation plans.

The deferred compensation plans allow non-employee directors and members of the Company’s 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 may be received at the time of distribution, at the election of the participant, in the form of shares of U.S. Bancorp common stock. The 2,263,157 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, 2011. The U.S. Bank Executive Employee 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 Information

Additional information in response to this Item 12 can be found in the Company’s Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” That information is incorporated into this report by reference.

 

18


Item 13. Certain Relationships and Related Transactions, and Director Independence

Information in response to this Item 13 can be found in the Company’s Proxy Statement under the headings “Director Independence” and “Certain Relationships and Related Transactions.” That information is incorporated into this report by reference.

 

Item 14. Principal Accounting Fees and Services

Information in response to this Item 14 can be found in the Company’s Proxy Statement under the headings “Fees to Independent Auditor” and “Administration of Engagement of Independent Auditor.” That information is incorporated into this report by reference.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

List of documents filed as part of this report

1. Financial Statements

 

   

Report of Management

 

   

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

 

   

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

 

   

U.S. Bancorp Consolidated Balance Sheet as of December 31, 2011 and 2010

 

   

U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, 2011

 

   

U.S. Bancorp Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, 2011

 

   

U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2011

 

   

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)

 

   

U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited)

 

2. Financial Statement Schedules

All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.

 

19


3. Exhibits

Shareholders may obtain a copy of any of the exhibits to this report upon payment of a fee covering the Company’s reasonable expenses in furnishing the exhibits. You can request exhibits by writing to Investor Relations, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402.

 

Exhibit

Number

  

Description

            3.1    Restated Certificate of Incorporation, as amended.
        (1) 3.2    Amended and Restated Bylaws. Filed as Exhibit 3.2 to Form 8-K filed on January 20, 2010.
           4.1    [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-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.]
(1)(2) 10.1(a)    U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 10-K for the year ended December 31, 2001.
(1)(2) 10.1(b)    Amendment No. 1 to U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 10-K for the year ended December 31, 2002.
(1)(2) 10.2(a)    U.S. Bancorp 1998 Executive Stock Incentive Plan. Filed as Exhibit 10.3 to Form 10-K for the year ended December 31, 2002.
(1)(2) 10.3(a)    U.S. Bancorp 2001 Employee Stock Incentive Plan. Filed as Exhibit 10.5 to Form 10-K for the year ended December 31, 2002.
(1)(2) 10.4(a)    U.S. Bancorp 2006 Executive Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 21, 2006.
(1)(2) 10.5(a)    U.S. Bancorp Executive Deferral Plan, as amended. Filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 1999.
(1)(2) 10.6(a)    Summary of Nonqualified Supplemental Executive Retirement Plan, as amended, of the former U.S. Bancorp. Filed as Exhibit 10.4 to Form 10-K for the year ended December 31, 2001.
(1)(2) 10.7(a)    Form of Director Indemnification Agreement entered into with former directors of the former U.S. Bancorp. Filed as Exhibit 10.15 to Form 10-K for the year ended December 31, 1997.
(1)(2) 10.8(a)    U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.16 to Form 10-K for the year ended December 31, 2002.
(1)(2) 10.8(b)    First, Second and Third Amendments of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2003.
(1)(2) 10.8(c)    Fourth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1 to Form 8-K filed on December 23, 2004.
(1)(2) 10.8(d)    Fifth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.2 to Form 10-Q for the quarterly period ended March 31, 2005.
(1)(2) 10.8(e)    Sixth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1 to Form 8-K filed on October 20, 2005.
(1)(2) 10.8(f)    Seventh Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1(g) to Form 8-K filed on January 7, 2009.
(1)(2) 10.8(g)    Eighth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1(h) to Form 8-K filed on January 7, 2009.

 

20


(1)(2) 10.8(h)    Ninth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1(i) to Form 8-K filed on January 7, 2009.
(1)(2) 10.8(i)    Tenth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.1(j) to Form 8-K filed on January 7, 2009.
(1)(2) 10.8(j)    Eleventh Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.11(k) to Form 10-K for the year ended December 31, 2009.
(1)(2) 10.8(k)    Twelfth Amendment of U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as Exhibit 10.11(l) to Form 10-K for the year ended December 31, 2010.
(1)(2) 10.9(a)    U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2003.
    (2) 10.9(b)    2011 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan.
(1)(2) 10.10(a)    U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.2 to Form 8-K filed on December 21, 2005.
(1)(2) 10.10(b)    First Amendment of U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan effective as of January 31, 2009. Filed as Exhibit 10.2(b) to Form 8-K filed on January 7, 2009.
(1)(2) 10.10(c)    Second Amendment of U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan effective as of January 1, 2010. Filed as Exhibit 10.13(c) to Form 10-K for the year ended December 31, 2010.
    (2) 10.10(d)    Third Amendment of U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan.
(1)(2) 10.11(a)    U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 2003.
    (2) 10.11(b)    2011 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan.
(1)(2) 10.12(a)    U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.1 to Form 8-K filed on December 21, 2005.
(1)(2) 10.12(b)    First Amendment of U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan effective as of January 31, 2009. Filed as Exhibit 10.3(b) to Form 8-K filed on January 7, 2009.
    (2) 10.12(c)    Second Amendment of U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan.
(1)(2) 10.13(a)   

Form of Executive Severance Agreement, effective November 16, 2001, between

U.S. Bancorp and certain executive officers of U.S. Bancorp. Filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2001.

(1)(2) 10.13(b)    Form of Amendment to Executive Severance Agreements for IRC Section 409A Compliance dated as of December 31, 2008. Filed as Exhibit 10.6(b) to Form 8-K filed on January 7, 2009.
(1)(2) 10.14(a)    Form of Executive Officer Stock Option Agreement with cliff and performance vesting under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.15(a)    Form of Executive Officer Stock Option Agreement with annual vesting under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.16(a)    Form of 2006 Executive Officer Stock Option Agreement with annual vesting under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 17, 2006.

 

21


(1)(2) 10.17(a)    Form of Executive Officer Restricted Stock Award Agreement under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.3 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.18(a)    Form of Director Stock Option Agreement under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.4 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.19(a)    Form of Director Restricted Stock Unit Award Agreement under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.5 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.19(b)    Form of Amendment to Director Restricted Stock Unit Award Agreements under U.S. Bancorp 2001 Stock Incentive Plan dated as of December 31, 2008. Filed as Exhibit 10.5(b) to Form 8-K filed on January 7, 2009.
(1)(2) 10.20(a)    Form of Executive Officer Restricted Stock Unit Award Agreement under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.6 to Form 10-Q for the quarterly period ended September 30, 2004.
(1)(2) 10.21(a)    Offer of Employment to Richard C. Hartnack. Filed as Exhibit 10.3 to Form 10-Q for the quarterly period ended March 31, 2005.
(1)(2) 10.22(a)    Employment Agreement dated May 7, 2001, with Pamela A. Joseph. Filed as Exhibit 10.37 to Form 10-K for the year ended December 31, 2007.
(1)(2) 10.22(b)    Amendment to Employment Agreement with Pamela A. Joseph dated as of December 31, 2008. Filed as Exhibit 10.7(b) to Form 8-K filed on January 7, 2009.
(1)(2) 10.23(a)    U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 20, 2010.
(1)(2) 10.24(a)    Form of 2007 Non-Qualified Stock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 8-K filed on April 18, 2007.
(1)(2) 10.25(a)    Form of Non-Qualified Stock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.8(a) to Form 8-K filed on January 7, 2009.
(1)(2) 10.26(a)    Form of Non-Qualified Stock Option Agreement for Executive Officers (as approved January 16, 2012) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 8-K filed on January 18, 2012.
(1)(2) 10.27(a)    Form of 2007 Restricted Stock Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.3 to Form 8-K filed on April 18, 2007.
(1)(2) 10.28(a)    Form of Restricted Stock Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.9(a) to Form 8-K filed on January 7, 2009.
(1)(2) 10.29(a)    Form of 2008 Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 17, 2008.
(1)(2) 10.30(a)    Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.10(a) to Form 8-K filed on January 7, 2009.

 

22


(1)(2) 10.31(a)    Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.1 to Form 8-K filed on March 6, 2009.
(1)(2) 10.32(a)    Form of Performance Restricted Stock Unit Award Agreement for Executive Officers (as approved February 14, 2011) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on February 16, 2011.
(1)(2) 10.33(a)    Form of Performance Restricted Stock Unit Award Agreement for Executive Officers (as approved January 16, 2012) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 18, 2012.
(1)(2) 10.34(a)    Form of 2010 Retention Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on February 18, 2010.
(1)(2) 10.35(a)    Form of 2007 Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 10-Q/A filed for the quarterly period ended September 30, 2007.
(1)(2) 10.36(a)    Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2008. Filed as Exhibit 10.11(a) to Form 8-K filed on January 7, 2009.
         12    Statement re: Computation of Ratio of Earnings to Fixed Charges.
         13    2011 Annual Report, pages 18 through 145.
         21    Subsidiaries of the Registrant.
         23    Consent of Ernst & Young LLP.
         24    Power of Attorney.
         31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
         31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
         32    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
       101    Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2011, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements

 

(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.

 

23


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on February 23, 2012, on its behalf by the undersigned, thereunto duly authorized.

 

U.S. BANCORP
By   /s/ R ICHARD K. D AVIS
 

 

  Richard K. Davis
  Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 23, 2012, by the following persons on behalf of the registrant and in the capacities indicated.

 

Signature and Title

/s/ R ICHARD K. D AVIS
Richard K. Davis,

Chairman, President, and Chief Executive Officer

(principal executive officer)

/s/ A NDREW C ECERE
Andrew Cecere,

Vice Chairman and Chief Financial Officer

(principal financial officer)

/s/ C RAIG E. G IFFORD
Craig E. Gifford,

Executive Vice President and Controller

(principal accounting officer)

D OUGLAS M. B AKER , J R .*
Douglas M. Baker, Jr., Director
Y. M ARC B ELTON *
Y. Marc Belton, Director
V ICTORIA B UYNISKI G LUCKMAN *
Victoria Buyniski Gluckman, Director
A RTHUR D. C OLLINS *
Arthur D. Collins, Jr., Director
R OLAND A. H ERNANDEZ *
Roland A. Hernandez, Director
J OEL W. J OHNSON *
Joel W. Johnson, Director
O LIVIA F. K IRTLEY *
Olivia F. Kirtley, Director
J ERRY W. L EVIN *
Jerry W. Levin, Director

 

24


D AVID B. O’M ALEY *
David B. O’Maley, Director
O’D ELL M. O WENS , M.D., M.P.H.*
O’Dell M. Owens, M.D., M.P.H., Director
R ICHARD G. R EITEN *
Richard G. Reiten, Director
C RAIG D. S CHNUCK *
Craig D. Schnuck, Director
P ATRICK T. S TOKES *
Patrick T. Stokes, Director
D OREEN W OO H O *
Doreen Woo Ho, Director

 

* Lee R. Mitau, 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.

Dated: February 23, 2012

 

By:   /s/ L EE R. M ITAU
  Lee R. Mitau
 

Attorney-In-Fact

Executive Vice President,

General Counsel and Corporate Secretary

 

25

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

U.S. BANCORP

FIRST : The name of this corporation is U.S. Bancorp.

SECOND : The registered office of the corporation in the State of Delaware is to be located at 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

THIRD : The purpose of the corporation is to engage in any part of the world in any capacity in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and the corporation shall be authorized to exercise and enjoy all powers, rights and privileges which corporations organized under the General Corporation Law of Delaware may have under the laws of the State of Delaware as in force from time to time, including without limitation all powers, rights and privileges necessary or convenient to carry out all those acts and activities in which it may lawfully engage.

FOURTH : The total number of shares of all classes of stock which the corporation shall have the authority to issue is 4,050,000,000, consisting of 50,000,000 shares of Preferred Stock of the par value of $1.00 each and 4,000,000,000 shares of Common Stock of the par value of $.01 each.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each class of stock are as follows:

The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of preferred stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the board of directors, subject to the limitations prescribed by law and in accordance with the provisions hereof, including (but without limiting the generality thereof) the following:

(a) The designation of the series and the number of shares to constitute the series.

(b) The dividend rate of the series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock, and whether such dividends shall be cumulative or noncumulative.

(c) Whether the shares of the series shall be subject to redemption by the corporation and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption.


(d) The terms and amount of any sinking fund provided for the purchase or redemption of the shares of the series.

(e) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of the corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange.

(f) The extent, if any, to which the holders of the shares of the series shall be entitled to vote with respect to the election of directors or otherwise.

(g) The restrictions, if any on the issue or reissue of any additional preferred stock.

(h) The rights of the holders of the shares of the series upon the dissolution, liquidation, or winding up of the corporation.

Subject to the prior or equal rights, if any, of the preferred stock of any and all series stated and expressed by the board of directors in the resolution or resolutions providing for the issuance of such preferred stock, the holders of common stock shall be entitled (i) to receive dividends when and as declared by the board of directors out of any funds legally available therefore, (ii) in the event of any dissolution, liquidation or winding up of the corporation, to receive the remaining assets of the corporation, ratably according to the number of shares of common stock held, and (iii) to one vote for each share of common stock held. No holder of common stock shall have any preemptive right to purchase or subscribe for any part of any issue of stock or of securities of the corporation convertible into stock of any class whatsoever, whether now or hereafter authorized.

Pursuant to the authority conferred by this Article FOURTH, the following series of Preferred Stock have been designated, each such series consisting of such number of shares, with such voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as are stated and expressed in the exhibit with respect to such series attached hereto as specified below and incorporated herein by reference:

 

          Exhibit A    Series A Non-Cumulative Perpetual Preferred Stock   
          Exhibit B    Series B Non-Cumulative Perpetual Preferred Stock   
          Exhibit C    Series C Non-Cumulative Perpetual Preferred Stock   
          Exhibit D    Series D Non-Cumulative Perpetual Preferred Stock   

FIFTH : In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

 

2


(a) To fix, determine and vary from time to time the amount to be maintained as surplus and the amount or amounts to be set apart as working capital.

(b) To adopt, amend, alter or repeal by-laws of the corporation, without any action on the part of the shareholders. The by-laws adopted by the directors may be amended, altered, changed, added to or repealed by the shareholders.

(c) To authorize and cause to be executed mortgages and liens, without limit as to amount, upon the real and personal property of this corporation.

(d) To sell, assign, convey or otherwise dispose of a part of the property, assets and effects of this corporation, less than the whole, or less than substantially the whole thereof, on such terms and conditions as they shall deem advisable, without the assent of the shareholders; and also to sell, assign, transfer, convey and otherwise dispose of the whole or substantially the whole of the property, assets, effects, franchises and good will of this corporation on such terms and conditions as they shall deem advisable, but only pursuant to the affirmative vote of the holders of a majority in amount of the stock then having voting power and at the time issued and outstanding, but in any event not less than the amount required by law.

(e) All of the powers of this corporation, insofar as the same lawfully may be vested by this certificate in the board of directors, are hereby conferred upon the board of directors of this corporation.

SIXTH : The affairs of the Corporation shall be conducted by a Board of Directors. Except as otherwise provided by this Article Sixth, the number of directors, not less than twelve (12) nor more than thirty (30), shall be fixed from time to time by the Bylaws. Commencing with the 2008 annual meeting of the stockholders, directors shall be elected annually for terms of one year and shall hold office until the next succeeding annual meeting. Directors elected at the 2005 annual meeting of stockholders shall hold office until the 2008 annual meeting of stockholders; directors elected at the 2006 annual meeting of stockholders shall hold office until the 2009 annual meeting of stockholders and directors elected at the 2007 annual meeting of stockholders shall hold office until the 2010 annual meeting of stockholders. In all cases, directors shall hold office until their respective successors are elected by the stockholders and have qualified.

In the event that the holders of any class or series of stock of the Corporation having a preference as to dividends or upon liquidation of the Corporation shall be entitled, by a separate class vote, to elect directors as may be specified pursuant to Article Fourth, then the provisions of such class or series of stock with respect to their rights shall apply. The number of directors that may be elected by the holders of any such class or series of stock shall be in addition to the number fixed pursuant to the preceding paragraph of this Article Sixth. Except as otherwise expressly provided pursuant to Article Fourth, the number of directors that may be so elected by the holders of any such class or series of stock shall be elected for terms expiring at the next annual meeting of stockholders and vacancies among directors so elected by the separate class vote of any such class or series of stock shall be filled by the remaining directors elected by such class or series, or, if there are no such remaining directors, by the holders of such class or series in the same manner in which such class or series initially elected a director.

 

3


If at any meeting for the election of directors, more than one class of stock, voting separately as classes, shall be entitled to elect one or more directors and there shall be a quorum of only one such class of stock, that class of stock shall be entitled to elect its quota of directors notwithstanding the absence of a quorum of the other class or classes of stock.

Vacancies and newly created directorships resulting from an increase in the number of directors, subject to the provision of Article Fourth, shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and such directors so chosen shall hold office until the next election of directors, and until their successors shall be elected and shall have qualified.

SEVENTH : No action required to be taken or which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

EIGHTH : No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article Eighth shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

 

4


Exhibit A

CERTIFICATE OF DESIGNATIONS

OF

SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK

Section 1. Designation . The designation of the series of Preferred Stock created by this resolution shall be Series A Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series A Preferred Stock ”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock. Series A Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series A Preferred Stock shall be 20,010. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized. The Corporation shall have the authority to issue fractional shares of Series A Preferred Stock.

Section 3. Definitions . As used herein with respect to Series A Preferred Stock:

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in Minneapolis, Minnesota, New York, New York or Wilmington, Delaware are not authorized or obligated by law, regulation or executive order to close.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depositary Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

 

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London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

Parity Stock ” means any other class or series of stock of the Corporation that ranks on a par with Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7 hereof.

Series A Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

Three-Month LIBOR ” means, with respect to any Dividend Period, the rate (expressed as a percentage per annum ) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the second London Banking Day preceding the first day of that Dividend Period. If such rate does not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series A Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series A Preferred Stock upon request and will be final and binding in the absence of manifest error.

 

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Section 4. Dividends .

(a) Rate . Holders of Series A Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000 per share of Series A Preferred Stock, and no more, payable on the following dates: (1) if the Series A Preferred Stock is issued prior to April 15, 2011, semi-annually in arrears on each April 15 and October 15 through April 15, 2011, and (2) from and including the later of April 15, 2011 and the date of issuance, quarterly in arrears on each July 15, October 15, January 15 and April 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series A Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $100,000 per share (i) to but not including the Dividend Payment Date in April 2011 at a rate per annum equal to 6.189%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to the greater of (x) Three-Month LIBOR plus 1.02% or (y) 3.50%. The record date for payment of dividends on the Series A Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable for any period prior to the later of the Dividend Payment Day in April 2011 and the date of original issuance of the Series A Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months and dividends for periods thereafter shall be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Non-Cumulative Dividends . Dividends on shares of Series A Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series A Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series A Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series A Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall

 

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be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. The foregoing shall not restrict the ability of the Corporation, or any affiliate of the Corporation, to engage in any market-making transactions in the Junior Stock or Parity Stock in the ordinary course of business. When dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity Stock, all dividends declared upon shares of Series A Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series A Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series A Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any funds legally available therefor, and the shares of Series A Preferred Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series A Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $100,000 per share, plus any authorized, declared and unpaid dividends for the then-current Dividend Period to the date of liquidation. The holder of Series A Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference to all holders of Series A Preferred Stock and the liquidation preferences of any Parity Stock to all holders of such Parity Stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences of Series A Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference has been paid in full to all holders of Series A Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

 

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(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption .

(a) Optional Redemption . So long as full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid or declared and a sum sufficient for the payment thereof set aside, the Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series A Preferred Stock at the time outstanding, at any time on or after the later of the Dividend Payment Date in April 2011 and the date of original issuance of the Series A Preferred Stock, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series A Preferred Stock shall be $100,000 per share plus dividends that have been declared but not paid plus accrued and unpaid dividends for the then-current Dividend Period to the redemption date.

(b) Notice of Redemption . Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series A Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series A Preferred Stock in proportion to the number of Series A Preferred Stock held by such holders or by lot or in such

 

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other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all assets necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series A Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law.

Section 8. Conversion. The holders of Series A Preferred Stock shall not have any rights to convert such Series A Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the Certificate of incorporation or this Certificate of Designation to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series A Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or any class of securities ranking senior to the Series A Preferred Stock as to dividends and upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

 

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Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series A Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series A Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

 

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Exhibit B

CERTIFICATE OF DESIGNATION

OF

SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK

Section 1. Designation . The designation of the series of preferred stock shall be Series B Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series B Preferred Stock ”). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock. Series B Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series B Preferred Stock shall be 40,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series B Preferred Stock.

Section 3. Definitions . As used herein with respect to Series B Preferred Stock:

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in New York, New York.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depositary Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series B Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

 

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Parity Stock ” means any other class or series of stock of the Corporation that ranks on a par with Series B Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7 hereof.

Series B Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

Three-Month LIBOR ” means, with respect to any Dividend Period, the offered rate (expressed as a percentage per annum ) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the second London Banking Day immediately preceding the first day of that Dividend Period. If such rate does not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day immediately preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the Corporation, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Corporation to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series B Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series B Preferred Stock upon request and will be final and binding in the absence of manifest error.

 

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Section 4. Dividends .

(a) Rate . Holders of Series B Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series B Preferred Stock, and no more, payable quarterly in arrears on each January 15, April 15, July 15 and October 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series B Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series B Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to the greater of (i) Three-Month LIBOR plus 0.60%% or (ii) 3.50%. The record date for payment of dividends on the Series B Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable shall be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Non-Cumulative Dividends . Dividends on shares of Series B Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series B Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series B Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series B Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series B Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series B Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series B Preferred Stock and any Parity Stock, all dividends declared upon shares of Series B Preferred

 

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Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series B Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series B Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series B Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series B Preferred Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series B Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series B Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series B Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series B Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series B Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series B Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series B Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

 

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Section 6. Redemption .

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series B Preferred Stock at the time outstanding, at any time on or after the Dividend Payment Date in April 2011, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series B Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid.

(b) Notice of Redemption . Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series B Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series B Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series B Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series B Preferred Stock in proportion to the number of Series B Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of

 

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the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series B Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares the Series B Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any certificate of designation or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series B Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series B Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series B Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series B Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series B Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

 

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(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series B Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series B Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series B Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series B Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series B Preferred Stock and any other class or series of our stock that ranks on parity with Series B Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series B Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series B Preferred Stock may (at our expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office

 

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until the next annual meeting of our stockholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series B Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series B Preferred Stock and any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends, if any, for at least four Dividend Periods, then the right of the holders of Series B Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting our board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series B Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion. The holders of Series B Preferred Stock shall not have any rights to convert such Series B Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series B Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series B Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series B Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

 

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Section 11. Unissued or Reacquired Shares . Shares of Series B Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series B Preferred Stock are not subject to the operation of a sinking fund.

 

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Exhibit C

CERTIFICATE OF DESIGNATION

OF

SERIES C NON-CUMULATIVE PERPETUAL PREFERRED STOCK

Section 1. Designation . The designation of the series of preferred stock shall be Series C Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series C Preferred Stock ”). Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. Series C Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series C Preferred Stock shall be five thousand (5,000). Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series C Preferred Stock.

Section 3. Definitions . As used herein with respect to Series C Preferred Stock:

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in New York, New York.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depositary Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

 

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Parity Stock ” means any other class or series of stock of the Corporation that ranks on a par with Series C Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7 hereof.

Series C Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

Three-Month LIBOR ” means, with respect to any Dividend Period beginning on or after January 15, 2012 and each Dividend Period thereafter, the offered rate (expressed as a percentage per annum ) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the second London Banking Day immediately preceding the first day of that Dividend Period. If such rate does not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day immediately preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the Corporation, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Corporation to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series C Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series C Preferred Stock upon request and will be final and binding in the absence of manifest error.

 

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Section 4. Dividends .

(a) Rate . Holders of Series C Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000 per share of Series C Preferred Stock, and no more, payable quarterly in arrears on each January 15, April 15, July 15 and October 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series C Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series C Preferred Stock will accrue on the liquidation preference of $100,000 per share (i) to but not including the Dividend Payment Date in January 2012 at a rate per annum equal to 6.091%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to Three-Month LIBOR plus 1.147%.

(b) Non-Cumulative Dividends . Dividends on shares of Series C Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series C Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series C Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series C Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series C Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series C Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series C Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series C Preferred Stock and any Parity Stock, all dividends declared upon shares of Series C Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for

 

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the then-current Dividend Period per share on Series C Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series C Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series C Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series C Preferred Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series C Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series C Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $100,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series C Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series C Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series C Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series C Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series C Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

 

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Section 6. Redemption .

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series C Preferred Stock at the time outstanding at any time upon notice given as provided in Section 6(b) below. The redemption price for shares of Series C Preferred Stock shall be $100,000 per share plus dividends that have been declared but not paid.

(b) Notice of Redemption . Notice of every redemption of shares of Series C Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series C Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series C Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series C Preferred Stock in proportion to the number of Series C Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to

 

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such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series C Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series C Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series C Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(a) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series C Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series C Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series C Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series C Preferred Stock and any other class or series of our stock that ranks on parity with Series C Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(a)(i) above, the secretary of the Corporation may, and upon the

 

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written request of any holder of Series C Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series C Preferred Stock and any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(a)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series C Preferred Stock may (at our expense) call such meeting, upon notice as provided in this Section 7(a)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of our stockholders unless they have been previously terminated or removed pursuant to Section 7(a)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series C Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series C Preferred Stock and any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends, if any, for three consecutive Dividend Periods and full dividends have been paid or declared and set aside for payment for the fourth consecutive Dividend Period, then the right of the holders of Series C Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting our board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series C Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(a).

Section 8. Conversion . The holders of Series C Preferred Stock shall not have any rights to convert such Series C Preferred Stock into shares of any other class of capital stock of the Corporation.

 

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Section 9. Rank . Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series C Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(a), any class of securities ranking senior to the Series C Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series C Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series C Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series C Preferred Stock are not subject to the operation of a sinking fund.

 

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Exhibit D

CERTIFICATE OF DESIGNATIONS

OF

SERIES D NON-CUMULATIVE PERPETUAL PREFERRED STOCK

Section 1. Designation . The designation of the series of preferred stock shall be Series D Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series D Preferred Stock ”). Each share of Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock. Series D Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series D Preferred Stock shall be 20,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series D Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series D Preferred Stock.

Section 3. Definitions . As used herein with respect to Series D Preferred Stock:

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in New York, New York.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series D Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

 

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Parity Stock ” means any other class or series of stock of the Corporation that ranks on a parity with Series D Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7 hereof.

Series D Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Section 4. Dividends .

(a) Rate . Holders of Series D Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series D Preferred Stock, and no more, payable quarterly in arrears on each January 15, April 15, July 15 and October 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 7.875%. The record date for payment of dividends on the Series D Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable shall be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Non-Cumulative Dividends . Dividends on shares of Series D Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series D Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series D Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series D Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series D Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall

 

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be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series D Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series D Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series D Preferred Stock and any Parity Stock, all dividends declared upon shares of Series D Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series D Preferred Stock, and accrued dividends, including any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series D Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series D Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series D Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series D Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series D Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series D Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series D Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series D Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series D Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series D Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

 

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(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption .

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series D Preferred Stock at the time outstanding, at any time on or after the Dividend Payment Date in April 2013, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series D Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid.

(b) Notice of Redemption . Notice of every redemption of shares of Series D Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series D Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series D Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series D Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series D Preferred Stock at the time outstanding, the shares of Series D Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series D Preferred Stock in proportion to the number of Series D Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series D Preferred Stock shall be redeemed from time to time.

 

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(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series D Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares the Series D Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any certificate of designations or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series D Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series D Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series D Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series D Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series,

 

33


shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series D Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series D Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series D Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series D Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series D Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series D Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series D Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series D Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series D Preferred Stock and any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

 

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(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series D Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s stockholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series D Preferred Stock and any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series D Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion . The holders of Series D Preferred Stock shall not have any rights to convert such Series D Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designations to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series D Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series D Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

 

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Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series D Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series D Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series D Preferred Stock are not subject to the operation of a sinking fund.

 

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AMENDED CERTIFICATE OF DESIGNATIONS

OF

SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF

U.S. BANCORP

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify that:

1. The Risk Management Committee (the “ Committee ”) of the Board of Directors of the Corporation (the “ Board ”), pursuant to authority conferred upon the Committee by the Board, and by Section 141(c)(2) of the General Corporation Law of the State of Delaware, duly adopted the following resolutions at a meeting duly convened and held on April 19, 2010 to amend in its entirety the designations of the series of preferred stock of the Corporation previously designated as Series A Non-Cumulative Perpetual Preferred Stock:

RESOLVED , that pursuant to Section 151(g) of the Delaware General Corporation Law, the designations of the series of preferred stock of the Corporation previously designated “Series A Non-Cumulative Perpetual Preferred Stock” shall be amended in its entirety so that the voting powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions on the shares of such series are substantially in the form as set forth on Exhibit A attached hereto, with such changes as the Authorized Officers (as defined below) or the Subcommittee may approve, which is incorporated herein by reference;”

2. No shares of Series A Non-Cumulative Perpetual Preferred Stock of the Corporation have, as of the date of this Amended Certificate of Designations, been issued.

IN WITNESS WHEREOF, this Amended Certificate of Designations is executed on behalf of the Corporation by its Vice Chairman and Chief Financial Officer this 9th day of June, 2010.

 

U.S. BANCORP
By:   /s/    Andrew Cecere
  Andrew Cecere
  Vice Chairman and Chief Financial Officer


EXHIBIT A

TO

AMENDED

CERTIFICATE OF DESIGNATIONS

OF

SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK

Section 1. Designation . The designation of the series of Preferred Stock shall be Series A Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series A Preferred Stock ”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock. Series A Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series A Preferred Stock shall be 20,010. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series A Preferred Stock.

Section 3. Definitions . As used herein with respect to Series A Preferred Stock:

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in Minneapolis, Minnesota, New York, New York or Wilmington, Delaware are not authorized or obligated by law, regulation or executive order to close.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

 

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Parity Stock ” means any other class or series of stock of the Corporation that ranks on a par with Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7 hereof.

Reuters Screen LIBOR01 Page ” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

Series A Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Stock Purchase Date ” means the first to occur of any January 15, April 15, July 15 and October 15, or if any such day is not a Business Day, the next Business Day, after the Remarketing Settlement Date or the Remarketing Date of a Failed Remarketing, as such terms are defined in that certain Third Supplemental Indenture, dated as of March 17, 2006, between the Corporation and Wilmington Trust Company, as successor indenture trustee, amending and supplementing that certain Junior Subordinated Indenture dated as of August 28, 2005, between the Company and Delaware Trust Company, National Association, as thereby amended from time to time.

Three-Month LIBOR ” means, with respect to any Dividend Period, the rate (expressed as a percentage per annum ) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period, as that rate appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second London Banking Day preceding the first day of that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series

 

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A Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series A Preferred Stock upon request and will be final and binding in the absence of manifest error.

Section 4. Dividends .

(a) Rate . Holders of Series A Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation , but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000 per share of Series A Preferred Stock, and no more, payable on the following dates: (1) if the Series A Preferred Stock is issued prior to April 15, 2011, semi-annually in arrears on each April 15 and October 15 through April 15, 2011, and (2) from and including the later of April 15, 2011 and the Stock Purchase Date, quarterly in arrears on each July 15, October 15, January 15 and April 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series A Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $100,000 per share (i) from the date of issuance to but not including the later of the Dividend Payment Date in April 2011 and the Stock Purchase Date at a rate per annum equal to 7.189%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to the greater of (x) Three-Month LIBOR plus 1.02% or (y) 3.50%. The record date for payment of dividends on the Series A Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable for any period prior to the later of the Dividend Payment Day in April 2011 and the date of original issuance of the Series A Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months and dividends for periods thereafter shall be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Non-Cumulative Dividends . Dividends on shares of Series A Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series A Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series A Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series A Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a

 

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dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. The foregoing shall not restrict the ability of the Corporation, or any affiliate of the Corporation, to engage in any market-making transactions in the Junior Stock or Parity Stock in the ordinary course of business. When dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity Stock, all dividends declared upon shares of Series A Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series A Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series A Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series A Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series A Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $100,000 per share, plus any authorized, declared and unpaid dividends for the then-current Dividend Period to the date of liquidation. The holder of Series A Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

 

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(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series A Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series A Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption .

(a) Optional Redemption . So long as full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid or declared and a sum sufficient for the payment thereof set aside, the Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series A Preferred Stock at the time outstanding, at any time on or after the later of the Dividend Payment Date in April 2011 and the date of original issuance of the Series A Preferred Stock, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series A Preferred Stock shall be $100,000 per share plus dividends that have been declared but not paid plus accrued and unpaid dividends for the then-current Dividend Period to the redemption date.

(b) Notice of Redemption . Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series A Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

 

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(c) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series A Preferred Stock in proportion to the number of Series A Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all assets necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series A Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series A Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any

 

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amendment of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any certificate of designations or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series A Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series A Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series A Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation.

(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series A Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series A Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series A Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series A Preferred Stock as to payment of dividends is a “ Preferred Director ”.

 

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(ii) Election . The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series A Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series A Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series A Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series A Preferred Stock and any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series A Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s stockholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series A Preferred Stock and any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series A Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion. The holders of Series A Preferred Stock shall not have any rights to convert such Series A Preferred Stock into shares of any other class of capital stock of the Corporation.

 

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Section 9. Rank . Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designations to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series A Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series A Preferred Stock as to dividends and upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series A Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series A Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

* * * **

 

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CERTIFICATE OF DESIGNATIONS

OF

SERIES F NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF

U.S. BANCORP

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify that:

1. On July 18, 2011, the Risk Management Committee (the “ Committee ”) of the Board of Directors of the Corporation (the “ Board ”), pursuant to authority conferred upon the Committee the Board and by Section 141(c)(2) of the General Corporation Law of the State of Delaware, duly adopted resolutions establishing the terms of the Corporation’s Series F Non-Cumulative Perpetual Preferred Stock, $25,000 liquidation preference per share (the “ Series F Preferred Stock ”), and authorized a sub-committee of the Committee (the “ Subcommittee ”) to act on behalf of the Committee in establishing the dividend rate, optional redemption date, number of authorized shares and certain other terms of the Series F Preferred Stock.

2. Thereafter, on January 18, 2012, the Subcommittee duly adopted the following resolution by written consent:

“RESOLVED, that the designations, and certain other preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Series F Preferred Stock, including those established by the Committee, and the additional terms established hereby, are as set forth in Exhibit A hereto, which is incorporated herein by reference.”

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Vice Chairman and Chief Financial Officer this 19th day of January, 2012.

 

U.S. BANCORP
By:   /s/    Andrew Cecere         
 

Andrew Cecere

Vice Chairman and Chief Financial Officer


EXHIBIT A

TO

CERTIFICATE OF DESIGNATIONS

OF

SERIES F NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF

U.S. BANCORP

Section 1. Designation . The designation of the series of preferred stock shall be Series F Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series F Preferred Stock ”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series F Preferred Stock shall be 44,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 3. Definitions . As used herein with respect to Series F Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in New York, New York.

Committee ” means the Risk Management Committee of the Board of Directors of the Corporation, or any successor committee thereto.

Corporation ” means U.S. Bancorp.

Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.


Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company, together with its successors and assigns.

Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

Parity Stock ” means any other class or series of stock of the Corporation that ranks on a parity with Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Preferred Director ” shall have the meaning set forth in Section 7(c)(i) hereof.

Redemption Price ” shall have the meaning set forth in Section 6(a) hereof.

Regulatory Capital Treatment Event ” means the good faith determination by the Corporation that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series F Preferred Stock, (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series F Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series F Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series F Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Board of Governors of the Federal Reserve System, Regulation Y, 12 CFR 225 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of Series F Preferred Stock is outstanding.

Reuters Screen LIBOR01 Page ” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

Series F Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Three-Month LIBOR ” means, with respect to any Dividend Period beginning on or after January 15, 2022, the rate (expressed as a percentage per annum ) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period, as that rate appears on Reuters

 

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Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second London Banking Day preceding the first day of that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 a.m. (London time), on the second London Banking Day preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m. (New York City time), on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period beginning on or after January 15, 2022, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had the dividend rate been a floating rate during the period prior to January 15, 2022. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series F Preferred Stock upon request and will be final and binding in the absence of manifest error.

Section 4. Dividends .

(a) Rate . Holders of Series F Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on each January 15, April 15, July 15 or October 15; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share (i) from the date of issuance to but not including the Dividend Payment Date on January 15, 2022 at a rate per annum equal to 6.50%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to Three-Month LIBOR plus 4.468%. The record date for payment of dividends on the Series F Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable for any period prior to January 15, 2022 shall be computed on the basis of a 360-day year consisting of twelve 30-day months and dividends for periods thereafter shall be computed

 

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on the basis of a 360-day year and the actual number of days elapsed. Notwithstanding any other provision hereof, dividends on the Series F Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

(b) Non-Cumulative Dividends . Dividends on shares of Series F Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series F Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series F Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series F Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series F Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series F Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series F Preferred Stock, and accrued dividends, including any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series F Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series F Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series F Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

 

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Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series F Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series F Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series F Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series F Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series F Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series F Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption .

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series F Preferred Stock at the time outstanding, at any time on or after the Dividend Payment Date in January, 2022, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series F Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid (the “ Redemption Price ”). Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, at any time, all (but not less than all) of the shares of Series F Preferred Stock at the time outstanding, upon notice given as provided Subsection (b) below, at the Redemption Price applicable on such date of redemption.

 

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(b) Notice of Redemption . Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series F Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the Redemption Price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series F Preferred Stock in proportion to the number of Series F Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for

 

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redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series F Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series F Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any certificate of designations or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series F Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series F Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series F Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series F Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series F Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having

 

A-7


equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series F Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series F Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series F Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series F Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series F Preferred Stock, and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and for which dividends have not been paid, for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series F Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s stockholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series F Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series F Preferred Stock and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series F Preferred Stock to elect

 

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such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series F Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion . The holders of Series F Preferred Stock shall not have any rights to convert such Series F Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designations to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series F Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series F Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series F Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series F Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series F Preferred Stock are not subject to the operation of a sinking fund.

 

A-9

Exhibit 10.9b

2011 AMENDMENT

OF

U.S. BANCORP

EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN

(pre-2005 deferrals)

The U.S. Bancorp Executive Employees Deferred Compensation Plan (the “Plan”) (for pre-2005 deferrals) is amended in the following respects:

1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly:

 

  (19) The term “ Investment Committee ” shall mean the Investment Committee for the benefit plans of the Company (or its successor committee).

2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows:

 

  (c) Measurement Funds. A Participant must elect at least one of the Plan’s Measurement Funds for the purpose of determining the manner in which such Participant’s Deferred Compensation Account Balance is to be adjusted. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine rules and procedures for the election of Measurement Funds by Participants and for implementing changes in Measurement Funds. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant’s requested election of the Measurement Fund or Funds. Changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee).

3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect.

Exhibit 10.10d

THIRD AMENDMENT

OF

U.S. BANK

2005 EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN

The 2005 U.S. Bank Executive Employees Deferred Compensation Plan (the “Plan”) is amended in the following respects:

1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly:

 

  (22) The term “ Investment Committee ” shall mean the Investment Committee for the employee benefit plans of the Company (or its successor committee).

2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows:

 

  (c) Measurement Funds . A Participant must elect at least one of the Plan’s Measurement Funds for the purpose of determining the manner in which such Participant’s Deferred Compensation Account Balance is to be adjusted. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant’s requested election of the Measurement Fund or Funds. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine in its sole discretion rules and procedures for the election of Measurement Funds by Participants and for implementing changes in Measurement Funds. Subject to any transition rules determined by the Committee (or its designee) in its sole discretion, changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee).

3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect.

Exhibit 10.11b

2011 AMENDMENT

OF

U.S. BANCORP

OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

(pre-2005 deferrals)

The U.S. Bancorp Outside Directors Deferral Compensation Plan (the “Plan”) for pre-2005 deferrals is amended in the following respects:

1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly:

 

  (18) The term “ Investment Committee ” shall mean the Investment Committee for the benefit plans of the Company (or its successor committee).

2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows:

 

  (c) Measurement Funds . A Participant must elect at least one of the Plan’s Measurement Funds for the purpose of determining the manner in which such Participant’s Deferred Compensation Account Balance is to be adjusted. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine rules and procedures for the election of Measurement Funds by Participants and for implementing changes in Measurement Funds. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant’s requested election of the Measurement Fund or Funds. Changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee).

3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect.

Exhibit 10.12c

SECOND AMENDMENT

OF

U.S. BANK

2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

The 2005 U.S. Bank Outside Directors Deferred Compensation Plan (the “Plan”) is amended in the following respects:

1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly:

 

  (21) The term “ Investment Committee ” shall mean the Investment Committee for the benefit plans of the Company (or its successor committee).

2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows:

 

  (c) Measurement Funds . A Participant must elect at least one of the Plan’s Measurement Funds for the purpose of determining the manner in which such Participant’s Deferred Compensation Account Balance is to be adjusted. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine rules and procedures for the election of Measurment Funds by Participants and for implementing changes in Measurement Funds. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant’s requested election of the Measurement Fund or Funds. Subject to any transition rules determined by the Committee (or its designee) in its sole discretion, changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee).

3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect.

EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges

 

Year Ended December 31 (Dollars in Millions)

   2011      2010      2009      2008      2007  

Earnings

              

1. Net income attributable to U.S. Bancorp

   $ 4,872       $ 3,317       $ 2,205       $ 2,946       $ 4,324   

2. Applicable income taxes, including expense related to unrecognized tax positions

     1,841         935         395         1,087         1,883   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

3. Net income attributable to U.S. Bancorp before income taxes (1 + 2)

   $ 6,713       $ 4,252       $ 2,600       $ 4,033       $ 6,207   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

4. Fixed charges:

              

a. Interest expense excluding interest on deposits*

   $ 1,676       $ 1,651       $ 1,818       $ 2,805       $ 3,693   

b. Portion of rents representative of interest and amortization of debt expense

     102         101         94         83         76   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

c. Fixed charges excluding interest on deposits (4a + 4b)

     1,778         1,752         1,912         2,888         3,769   

d. Interest on deposits

     840         928         1,202         1,881         2,754   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

e. Fixed charges including interest on deposits (4c + 4d)

   $ 2,618       $ 2,680       $ 3,114       $ 4,769       $ 6,523   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

5. Amortization of interest capitalized

   $ —         $ —         $ —         $ —         $ —     

6. Earnings excluding interest on deposits (3 + 4c + 5)

     8,491         6,004         4,512         6,921         9,976   

7. Earnings including interest on deposits (3 + 4e + 5)

     9,331         6,932         5,714         8,802         12,730   

8. Fixed charges excluding interest on deposits (4c)

     1,778         1,752         1,912         2,888         3,769   

9. Fixed charges including interest on deposits (4e)

     2,618         2,680         3,114         4,769         6,523   

Ratio of Earnings to Fixed Charges

              

10.Excluding interest on deposits (line 6/line 8)

     4.78         3.43         2.36         2.40         2.65   

11.Including interest on deposits (line 7/line 9)

     3.56         2.59         1.83         1.85         1.95   

 

* Excludes interest expense related to unrecognized tax positions

Exhibit 13

 

Management’s Discussion and Analysis

 

Overview

U.S. Bancorp and its subsidiaries (the “Company”) achieved record earnings in 2011, demonstrating the advantage of its diversified business model, and ability to implement its strategy. The Company achieved these results despite the challenges of continued economic weakness and increasing regulatory costs, by continuing to focus on execution, prudently managing its businesses and investing in its franchise. The Company’s 2011 financial results were driven by record total net revenue, lower credit costs due to a continued stabilizing economy, and ongoing dedication to operational efficiency. Total net revenue reflected growth in both the balance sheet and fee-based businesses. The Company grew both loans and deposits substantially in 2011, benefiting from investments it made in its business lines and the overall “flight-to-quality” by customers.

The Company earned $4.9 billion in 2011, an increase of 46.9 percent over 2010. Growth in total net revenue of $960 million (5.3 percent) was attributable to an increase in net interest income, the result of higher earning assets and continued growth in lower cost core deposit funding, and higher noninterest income. Noninterest income grew year-over-year as increases in payments-related revenue and other fee-based businesses were partially offset by expected decreases in revenue from recent legislative actions. The Company’s total net charge-offs and nonperforming assets decreased throughout the year. The Company also continued to focus on effectively managing costs while making investments to increase revenue and enhance customer service, with an industry-leading efficiency ratio (the ratio of noninterest expense to taxable-equivalent net revenue, excluding net securities gains and losses) in 2011 of 51.8 percent.

The Company’s capital position remained strong and grew during 2011, with a Tier 1 common equity to risk-weighted assets ratio (using Basel I definition) of 8.6 percent and a Tier 1 capital ratio of 10.8 percent at December 31, 2011. Importantly, using anticipated Basel III calculations, the Company’s Tier 1 common equity ratio was 8.2 percent at December 31, 2011 — well above the proposed minimum of 7 percent required in 2019 when these calculations are proposed to be fully implemented. In addition, at December 31, 2011, the Company’s total risk-based capital ratio was 13.3 percent, and its tangible common equity to risk-weighted assets ratio was 8.1 percent (refer to “Non-GAAP Financial Measures” for further information on the calculation of the Tier 1 common equity to risk-weighted assets and tangible common equity to risk-weighted assets ratios). Given the strength of its capital position and on-going ability to generate significant capital through earnings, the Company was able to return 31 percent of its earnings to common shareholders in the form of dividends and common share repurchases during 2011. Credit rating organizations rate the Company’s debt among the highest of its large domestic banking peers. This comparative financial strength provides the Company with favorable funding costs, strong liquidity and the ability to attract new customers, leading to growth in loans and deposits.

In 2011, the Company’s loans and deposits grew significantly. Average loans and deposits increased $8.4 billion (4.4 percent) and $28.4 billion (15.4 percent), respectively, over 2010. Loan growth reflected increases in residential mortgages, commercial loans, commercial real estate loans and other retail loans, partially offset by decreases in loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) (“covered” loans) and credit card loans. Deposit growth reflected the Company’s continued benefit from customer “flight-to-quality”.

The Company’s provision for credit losses decreased $2.0 billion (46.2 percent) in 2011, compared with 2010. Net charge-offs decreased $1.3 billion (32.0 percent) in 2011, compared with 2010, due to improvement in all major loan portfolio classes. The provision for credit losses was $500 million less than net charge-offs in 2011, while exceeding net charge-offs by $175 million in 2010, reflecting improvement in credit trends and the risk profile of the Company’s loan portfolio throughout 2011.

 

18   U.S. BANCORP


  TABLE 1   Selected Financial Data

 

Year ended December 31

(Dollars and Shares in Millions, Except Per Share Data)

  2011     2010     2009     2008     2007  

Condensed Income Statement

         

Net interest income (taxable-equivalent basis) (a)

  $ 10,348      $ 9,788      $ 8,716      $ 7,866      $ 6,764   

Noninterest income

    8,791        8,438        8,403        7,789        7,281   

Securities gains (losses), net

    (31     (78     (451     (978     15   

Total net revenue

    19,108        18,148        16,668        14,677        14,060   

Noninterest expense

    9,911        9,383        8,281        7,348        6,907   

Provision for credit losses

    2,343        4,356        5,557        3,096        792   

Income before taxes

    6,854        4,409        2,830        4,233        6,361   

Taxable-equivalent adjustment

    225        209        198        134        75   

Applicable income taxes

    1,841        935        395        1,087        1,883   

Net income

    4,788        3,265        2,237        3,012        4,403   

Net (income) loss attributable to noncontrolling interests

    84        52        (32     (66     (79

Net income attributable to U.S. Bancorp

  $ 4,872      $ 3,317      $ 2,205      $ 2,946      $ 4,324   

Net income applicable to U.S. Bancorp common shareholders

  $ 4,721      $ 3,332      $ 1,803      $ 2,819      $ 4,258   

Per Common Share

         

Earnings per share

  $ 2.47      $ 1.74      $ .97      $ 1.62      $ 2.45   

Diluted earnings per share

    2.46        1.73        .97        1.61        2.42   

Dividends declared per share

    .500        .200        .200        1.700        1.625   

Book value per share

    16.43        14.36        12.79        10.47        11.60   

Market value per share

    27.05        26.97        22.51        25.01        31.74   

Average common shares outstanding

    1,914        1,912        1,851        1,742        1,735   

Average diluted common shares outstanding

    1,923        1,921        1,859        1,756        1,756   

Financial Ratios

         

Return on average assets

    1.53     1.16     .82     1.21     1.93

Return on average common equity

    15.8        12.7        8.2        13.9        21.3   

Net interest margin (taxable-equivalent basis) (a)

    3.65        3.88        3.67        3.66        3.47   

Efficiency ratio (b)

    51.8        51.5        48.4        46.9        49.2   

Net charge-offs as a percent of average loans outstanding

    1.41        2.17        2.08        1.10        .54   

Average Balances

         

Loans

  $ 201,427      $ 193,022      $ 185,805      $ 165,552      $ 147,348   

Loans held for sale

    4,873        5,616        5,820        3,914        4,298   

Investment securities (c)

    63,645        47,763        42,809        42,850        41,313   

Earning assets

    283,290        252,042        237,287        215,046        194,683   

Assets

    318,264        285,861        268,360        244,400        223,621   

Noninterest-bearing deposits

    53,856        40,162        37,856        28,739        27,364   

Deposits

    213,159        184,721        167,801        136,184        121,075   

Short-term borrowings

    30,703        33,719        29,149        38,237        28,925   

Long-term debt

    31,684        30,835        36,520        39,250        44,560   

Total U.S. Bancorp shareholders’ equity

    32,200        28,049        26,307        22,570        20,997   

Period End Balances

         

Loans

  $ 209,835      $ 197,061      $ 194,755      $ 184,955      $ 153,827   

Investment securities

    70,814        52,978        44,768        39,521        43,116   

Assets

    340,122        307,786        281,176        265,912        237,615   

Deposits

    230,885        204,252        183,242        159,350        131,445   

Long-term debt

    31,953        31,537        32,580        38,359        43,440   

Total U.S. Bancorp shareholders’ equity

    33,978        29,519        25,963        26,300        21,046   

Asset Quality

         

Nonperforming assets

  $ 3,774      $ 5,048      $ 5,907      $ 2,624      $ 690   

Allowance for credit losses

    5,014        5,531        5,264        3,639        2,260   

Allowance for credit losses as a percentage of period-end loans

    2.39     2.81     2.70     1.97     1.47

Capital Ratios

         

Tier 1 capital

    10.8     10.5     9.6     10.6     8.3

Total risk-based capital

    13.3        13.3        12.9        14.3        12.2   

Leverage

    9.1        9.1        8.5        9.8        7.9   

Tier 1 common equity to risk-weighted assets using Basel I definition (d)

    8.6        7.8        6.8        5.1        5.6   

Tier 1 common equity to risk-weighted assets using anticipated Basel III definition (d)

    8.2        7.3         

Tangible common equity to tangible assets (d)

    6.6        6.0        5.3        3.3        4.8   

Tangible common equity to risk-weighted assets (d)

    8.1        7.2        6.1        3.7        5.1   

 

(a) Presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding net securities gains (losses).
(c) Excludes unrealized gains and losses.
(d) See Non-GAAP Financial Measures beginning on page 62.

 

U.S. BANCORP     19   


Earnings Summary The Company reported net income attributable to U.S. Bancorp of $4.9 billion in 2011, or $2.46 per diluted common share, compared with $3.3 billion, or $1.73 per diluted common share, in 2010. Return on average assets and return on average common equity were 1.53 percent and 15.8 percent, respectively, in 2011, compared with 1.16 percent and 12.7 percent, respectively, in 2010. The Company’s results for 2011 included a $263 million gain from the settlement of litigation related to the termination of a merchant processing referral agreement (“merchant settlement gain”), a $46 million gain related to the acquisition of First Community Bank of New Mexico (“FCB”), and a $130 million expense accrual related to mortgage servicing matters. The results for 2011 also included net securities losses of $31 million and a provision for credit losses that was lower than net charge-offs by $500 million. Diluted earnings per common share for 2010 included a non-recurring $.05 benefit related to an exchange of perpetual preferred stock for outstanding income trust securities. The results for 2010 also included a $103 million gain ($41 million after tax) resulting from the exchange of the Company’s proprietary long-term mutual fund business for an equity interest in Nuveen Investments and cash consideration (“Nuveen gain”), net securities losses of $78 million and $175 million of provision for credit losses in excess of net charge-offs.

Total net revenue, on a taxable-equivalent basis, for 2011 was $960 million (5.3 percent) higher than 2010, reflecting a 5.7 percent increase in net interest income and a 4.8 percent increase in total noninterest income. Net interest income increased in 2011 as a result of an increase in average earning assets and continued growth in lower cost core deposit funding. Noninterest income increased primarily due to the merchant settlement gain, the gain recognized on the FCB acquisition, higher payments-related revenue, higher commercial products revenue and a decrease in net securities losses, partially offset by lower deposit service charges, trust and investment management fees and mortgage banking revenue.

Total noninterest expense in 2011 increased $528 million (5.6 percent), compared with 2010, primarily due to higher total compensation and employee benefits expense, including higher pension costs, higher professional services expense and other business initiatives.

Acquisitions In January 2011, the Company acquired the banking operations of FCB from the FDIC. The FCB transaction did not include a loss sharing agreement. The Company acquired 38 branch locations and approximately $1.8 billion in assets, assumed approximately $2.1 billion in liabilities, and received approximately $412 million in cash from the FDIC. The Company recognized a $46 million gain on this transaction during the first quarter of 2011.

In December 2010, the Company acquired the securitization trust administration business of Bank of America, N.A. (“securitization trust administration acquisition”). This transaction included the acquisition of $1.1 trillion of assets under administration and provided the Company with approximately $8 billion of deposits at the time of closing.

Statement of Income Analysis

Net Interest Income Net interest income, on a taxable-equivalent basis, was $10.3 billion in 2011, compared with $9.8 billion in 2010 and $8.7 billion in 2009. The $560 million (5.7 percent) increase in net interest income in 2011, compared with 2010, was primarily the result of growth in average earning assets and lower cost core deposit funding. Average earning assets were $31.2 billion (12.4 percent) higher in 2011 than in 2010, driven by increases in investment securities, loans and cash balances at the Federal Reserve reflected in other earning assets. Average deposits increased $28.4 billion (15.4 percent) in 2011, compared with 2010. The net interest margin in 2011 was 3.65 percent, compared with 3.88 percent in 2010 and 3.67 percent in 2009. The decrease in the net interest margin in 2011, compared with 2010, reflected planned growth in investment securities balances held for liquidity purposes and higher cash balances held at the Federal Reserve. Refer to the “Interest Rate Risk Management” section for further information on the sensitivity of the Company’s net interest income to changes in interest rates.

Average total loans were $201.4 billion in 2011, compared with $193.0 billion in 2010. The $8.4 billion (4.4 percent) increase was driven by growth in residential mortgages, commercial loans, commercial real estate loans and other retail loans, partially offset by lower acquisition-related covered loans and credit card loans. Average residential mortgages increased $6.0 billion (21.7 percent) resulting from the net effect of origination and prepayment activity in the portfolio during 2011 due to the low interest rate environment. Average commercial loans increased $4.6 billion (9.8 percent) year-over-year, primarily driven by higher demand from new and existing customers. Growth in average commercial real estate balances of $1.2 billion (3.6 percent) was primarily due to the FCB acquisition. The $513 million (1.1 percent) increase in average other retail loans was primarily due to higher installment loans (primarily automobile) and retail leasing balances, partially offset by lower home equity and second mortgage balances. Average credit card balances decreased $319 million (1.9 percent) in 2011, compared with 2010, the result of consumers spending less and paying down their balances. Average covered loans decreased $3.6 billion (18.2 percent) in 2011, compared with 2010.

 

20   U.S. BANCORP


  TABLE 2   Analysis of Net Interest Income (a)

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009               2011
v 2010
     2010
v 2009
 

Components of Net Interest Income

                    

Income on earning assets (taxable-equivalent basis)

  $ 12,870       $ 12,375       $ 11,748              $ 495       $ 627   

Expense on interest-bearing liabilities (taxable-equivalent basis)

    2,522         2,587         3,032                (65      (445

Net interest income (taxable-equivalent basis)

  $ 10,348       $ 9,788       $ 8,716              $ 560       $ 1,072   

Net interest income, as reported

  $ 10,123       $ 9,579       $ 8,518              $ 544       $ 1,061   

Average Yields and Rates Paid

                    

Earning assets yield (taxable-equivalent basis)

    4.54      4.91      4.95             (.37 )%       (.04 )% 

Rate paid on interest-bearing liabilities (taxable-equivalent basis)

    1.14         1.24         1.55                (.10      (.31

Gross interest margin (taxable-equivalent basis)

    3.40      3.67      3.40             (.27 )%       .27

Net interest margin (taxable-equivalent basis)

    3.65      3.88      3.67             (.23 )%       .21

Average Balances

                    

Investment securities

  $ 63,645       $ 47,763       $ 42,809              $ 15,882       $ 4,954   

Loans

    201,427         193,022         185,805                8,405         7,217   

Earning assets

    283,290         252,042         237,287                31,248         14,755   

Interest-bearing liabilities

    221,690         209,113         195,614                12,577         13,499   

Net free funds (b)

    61,600         42,929         41,673                18,671         1,256   

 

(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a federal tax rate of 35 percent.
(b) Represents noninterest-bearing deposits, other noninterest-bearing liabilities and equity, allowance for loan losses and unrealized gain (loss) on available-for-sale securities less non-earning assets.

 

Average investment securities in 2011 were $15.9 billion (33.3 percent) higher than 2010, primarily due to planned purchases of U.S. Treasury and government agency mortgage-backed securities, as the Company increased its on-balance sheet liquidity in response to anticipated regulatory requirements.

Average total deposits for 2011 were $28.4 billion (15.4 percent) higher than 2010. Excluding deposits from acquisitions, 2011 average total deposits increased $19.3 billion (10.5 percent) over 2010. Average noninterest-bearing deposits in 2011 were $13.7 billion (34.1 percent) higher than 2010, primarily due to growth in Wholesale Banking and Commercial Real Estate, and Wealth Management and Securities Services balances. Average total savings deposits were $13.8 billion (13.7 percent) higher in 2011, compared with 2010, primarily due to growth in corporate and institutional trust balances, including the impact of the securitization trust administration acquisition, as well as an increase in Consumer and Small Business Banking balances resulting from continued strong participation in a product offering that includes multiple bank products in a package. These increases were partially offset by lower broker-dealer balances. Average time certificates of deposit less than $100,000 were lower in 2011 by $1.4 billion (8.4 percent), compared with 2010, a result of maturities and lower renewals. Average time deposits greater than $100,000 were $2.3 billion (8.5 percent) higher in 2011, compared with 2010, primarily due to the impact of the securitization trust administration and FCB acquisitions.

The $1.1 billion (12.3 percent) increase in net interest income in 2010, compared with 2009, was primarily the result of growth in lower cost core deposit funding and increases in average earning assets. Average earning assets were $14.8 billion (6.2 percent) higher in 2010 compared with 2009, driven by increases in average loans and investment securities. Average deposits increased $16.9 billion (10.1 percent) in 2010, compared with 2009.

Average total loans increased $7.2 billion (3.9 percent) in 2010, compared with 2009, driven by growth in residential mortgages, credit card loans, other retail loans, commercial real estate loans and acquisition-related covered loans, partially offset by a $5.8 billion (11.0 percent) decline in commercial loans, which was principally the result of lower utilization of available commitments by customers. Residential mortgage growth of $3.2 billion (13.2 percent) reflected increased origination and refinancing activity. Average credit card balances for 2010 were $1.5 billion (9.8 percent) higher than 2009, reflecting growth in existing portfolios and portfolio purchases. Average other retail loans increased $600 million (1.3 percent), driven by an increase in installment loans (primarily automobile). Growth in average commercial real estate balances of $518 million (1.5 percent) reflected the impact of new business activity, partially offset by customer deleveraging. Average covered loans were $19.9 billion in 2010, compared with $12.7 billion in 2009, reflecting covered loans acquired from the FDIC in the fourth quarter of 2009.

 

U.S. BANCORP     21   


  TABLE 3   Net Interest Income — Changes Due to Rate and Volume (a)

 

    2011 v 2010              2010 v 2009  
Year Ended December 31 (Dollars in Millions)   Volume      Yield/Rate      Total              Volume      Yield/Rate      Total  

Increase (decrease) in

                      

Interest Income

                      

Investment securities

  $ 586       $ (369    $ 217             $ 205       $ (212    $ (7

Loans held for sale

    (32      (14      (46            (10      (21      (31

Loans

                      

Commercial loans

    193         (99      94               (228      131         (97

Commercial real estate

    56         36         92               22         55         77   

Residential mortgages

    311         (115      196               182         (126      56   

Credit card

    (30      52         22               134         19         153   

Other retail

    30         (137      (107            35         (41      (6

Total loans, excluding covered loans

    560         (263      297               145         38         183   

Covered loans

    (179      122         (57            327         80         407   

Total loans

    381         (141      240               472         118         590   

Other earning assets

    226         (142      84               89         (14      75   

Total earning assets

    1,161         (666      495               756         (129      627   

Interest Expense

                      

Interest-bearing deposits

                      

Interest checking

    5         (17      (12            7         (8      (1

Money market accounts

    18         (74      (56            36         (49      (13

Savings accounts

    33         (42      (9            42         8         50   

Time certificates of deposit less than $100,000

    (25      12         (13            (32      (126      (158

Time deposits greater than $100,000

    25         (23      2               (46      (106      (152

Total interest-bearing deposits

    56         (144      (88            7         (281      (274

Short-term borrowings

    (50      31         (19            86         (81      5   

Long-term debt

    30         12         42               (199      23         (176

Total interest-bearing liabilities

    36         (101      (65            (106      (339      (445

Increase (decrease) in net interest income

  $ 1,125       $ (565    $ 560             $ 862       $ 210       $ 1,072   

 

(a) This table shows the components of the change in net interest income by volume and rate on a taxable-equivalent basis utilizing a tax rate of 35 percent. This table does not take into account the level of noninterest-bearing funding, nor does it fully reflect changes in the mix of assets and liabilities. The change in interest not solely due to changes in volume or rates has been allocated on a pro-rata basis to volume and yield/rate.

 

Average investment securities in 2010 were $5.0 billion (11.6 percent) higher than 2009, primarily due to purchases of U.S. Treasury and government agency mortgage-backed securities and the consolidation of $.6 billion of held-to-maturity securities held in a variable interest entity (“VIE”) due to the adoption of new authoritative accounting guidance effective January 1, 2010.

Average total deposits for 2010 were $16.9 billion (10.1 percent) higher than 2009. Of this increase, $12.0 billion related to deposits assumed in a fourth quarter of 2009 acquisition. Average noninterest-bearing deposits in 2010 were $2.3 billion (6.1 percent) higher than 2009, primarily due to growth in Consumer and Small Business Banking and Wholesale Banking and Commercial Real Estate balances. Average total savings deposits were $19.0 billion (23.2 percent) higher in 2010, compared with 2009, due to an increase in savings account balances of $7.8 billion (59.5 percent) resulting from strong participation in a product offered by Consumer and Small Business Banking, higher money market savings balances of $7.9 billion (24.8 percent) from higher corporate trust and Consumer and Small Business Banking balances, and higher interest checking account balances of $3.3 billion (9.0 percent) resulting from increases in Consumer and Small Business Banking and institutional trust accounts. Average time certificates of deposit less than $100,000 were lower in 2010 by $1.3 billion (7.0 percent), compared with 2009, reflecting the run-off of previously acquired balances and lower renewals. Average time deposits greater than $100,000 were $3.1 billion (10.3 percent) lower in 2010, compared with 2009, reflecting the net impact of acquisitions, more than offset by a decrease in required overall wholesale funding.

Provision for Credit Losses The provision for credit losses reflects changes in the credit quality of the entire portfolio of loans. The Company maintains an allowance for credit losses considered appropriate by management for probable and estimable incurred losses, based on factors discussed in the “Analysis and Determination of Allowance for Credit Losses” section.

In 2011, the provision for credit losses was $2.3 billion, compared with $4.4 billion and $5.6 billion in 2010 and

 

22   U.S. BANCORP


2009, respectively. The provision for credit losses was lower than net charge-offs by $500 million in 2011, and exceeded net charge-offs by $175 million in 2010 and $1.7 billion in 2009. The $2.0 billion (46.2 percent) decrease in the provision for credit losses in 2011, compared with 2010, reflected improving credit trends and the underlying risk profile of the loan portfolio as economic conditions continued to further stabilize. Accruing loans ninety days or more past due decreased by $251 million (22.9 percent) (excluding covered loans) from December 31, 2010 to December 31, 2011, reflecting a continued moderation in the level of stress in economic conditions during 2011. Nonperforming assets decreased $777 million (23.2 percent) (excluding covered assets) from December 31, 2010 to December 31, 2011, led by a reduction in commercial and commercial real estate nonperforming assets. Commercial real estate nonperforming assets declined $394 million (30.5 percent), as the Company continued to resolve and reduce exposure to these assets. Net charge-offs decreased $1.3 billion (32.0 percent) from 2010, due to the improvement in the commercial, commercial real estate, credit card and other retail loan portfolios.

The $1.2 billion decrease in the provision for credit losses in 2010, compared with 2009, reflected improving credit trends and the underlying risk profile of the loan portfolio as economic conditions continued to stabilize in 2010. Accruing loans ninety days or more past due decreased by $431 million (excluding covered loans) from December 31, 2009 to December 31, 2010, reflecting a moderation in the level of stress in economic conditions during 2010. Delinquencies in most major loan portfolio classes began to decrease in the third quarter of 2010. Nonperforming assets decreased $553 million (excluding covered assets) from December 31, 2009 to December 31, 2010, principally in the construction and land development portfolios. However, net charge-offs increased $313 million (8.1 percent) in 2010 over 2009, as borrowers impacted by weak economic conditions and real estate markets defaulted on loans.

Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

Noninterest Income Noninterest income in 2011 was $8.8 billion, compared with $8.4 billion in 2010 and $8.0 billion in 2009. The $400 million (4.8 percent) increase in 2011 over 2010 was due to higher payments-related revenues of 3.5 percent due to continued growth in transaction volumes and new business initiatives, partially offset by a decline in credit and debit card revenue due to the impact of legislative-related changes to debit card interchange fees; higher ATM processing services income of 6.9 percent largely due to increased transaction volumes; an increase in commercial products revenue of 9.1 percent due to higher commercial leasing revenue, syndication fees and other commercial loan fees; a 16.2 percent increase in investment products fees and commissions due to business initiatives; lower net securities losses of 60.3 percent, primarily due to lower impairments and an increase in other income. The increase in other income of 38.3 percent reflected the 2011 merchant settlement gain and the FCB gain, in addition to higher retail lease residual revenue, partially offset by the Nuveen gain recognized in 2010. Offsetting these positive variances was a decrease in deposit service charges of 7.2 percent as a result of 2010 legislative and pricing changes. Trust and investment management fees declined 7.4 percent as a result of the sale of the Company’s proprietary long-term mutual fund business in the fourth quarter of 2010 and lower money market investment management fees, due to the low interest rate environment, partially offset by the positive impact of the securitization trust administration acquisition and improved equity market conditions. Mortgage banking revenue decreased 1.7 percent, principally due to lower origination and sales revenue, partially offset by higher loan servicing

 

  TABLE 4   Noninterest Income
Year Ended December 31 (Dollars in Millions)   2011      2010      2009              2011
v 2010
     2010
v 2009
 

Credit and debit card revenue

  $ 1,073       $ 1,091       $ 1,055               (1.6 )%       3.4

Corporate payment products revenue

    734         710         669               3.4         6.1   

Merchant processing services

    1,355         1,253         1,148               8.1         9.1   

ATM processing services

    452         423         410               6.9         3.2   

Trust and investment management fees

    1,000         1,080         1,168               (7.4      (7.5

Deposit service charges

    659         710         970               (7.2      (26.8

Treasury management fees

    551         555         552               (.7      .5   

Commercial products revenue

    841         771         615               9.1         25.4   

Mortgage banking revenue

    986         1,003         1,035               (1.7      (3.1

Investment products fees and commissions

    129         111         109               16.2         1.8   

Securities gains (losses), net

    (31      (78      (451            60.3         82.7   

Other

    1,011         731         672               38.3         8.8   

Total noninterest income

  $ 8,760       $ 8,360       $ 7,952               4.8      5.1

 

U.S. BANCORP     23   


revenue and a favorable net change in the valuation of mortgage servicing rights (“MSRs”) and related economic hedging activities.

The $408 million (5.1 percent) increase in noninterest income in 2010 over 2009, was due to higher payments-related revenues of 6.3 percent, principally due to increased transaction volumes and business expansion; an increase in commercial products revenue of 25.4 percent, attributable to higher standby letters of credit fees, commercial loan and syndication fees and other capital markets revenue; a decrease in net securities losses of 82.7 percent, primarily due to lower impairments; and an 8.8 percent increase in other income, reflecting the Nuveen gain, higher 2010 gains related to the Company’s investment in Visa Inc. and higher retail lease residual revenue, partially offset by a $92 million gain on a corporate real estate transaction in 2009, a payments-related contract termination gain that occurred in 2009 and lower customer derivative revenue. Mortgage banking revenue decreased 3.1 percent in 2010 compared with 2009, principally due to lower origination and sales revenue and an unfavorable net change in the valuation of MSRs and related economic hedging activities, partially offset by higher servicing income. Deposit service charges decreased 26.8 percent as a result of Company-initiated and regulatory revisions to overdraft fee policies, partially offset by account growth. Trust and investment management fees declined 7.5 percent because of money market investment fee waivers and customers migrating balances from money market funds to deposits due to low interest rates.

The implementation of legislation passed under the Durbin Amendment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, reduced noninterest income beginning in the fourth quarter of 2011 by approximately $77 million. The Company anticipates future noninterest income will be reduced approximately $300 million on an annualized basis, based on anticipated transaction volume and excluding any mitigating actions the Company may take.

Noninterest Expense Noninterest expense in 2011 was $9.9 billion, compared with $9.4 billion in 2010 and $8.3 billion in 2009. The Company’s efficiency ratio was 51.8 percent in 2011, compared with 51.5 percent in 2010. The $528 million (5.6 percent) increase in noninterest expense in 2011 over 2010 was principally due to increased total compensation, employee benefits, net occupancy and equipment expense and professional services expense, partially offset by a decrease in intangible amortization. Total compensation expense increased 6.9 percent, primarily due to an increase in staffing related to branch expansion and other business initiatives, and merit increases. Employee benefits increased 21.8 percent due to higher pension costs and the impact of additional staffing. Net occupancy and equipment expense increased 8.7 percent, principally due to business expansion and technology initiatives. Professional services expense increased 25.2 percent due to mortgage servicing-related and other projects across multiple business lines. Other intangibles expense decreased 18.5 percent due to the reduction or completion of amortization of certain intangibles. Other expense reflected the 2011 $130 million expense accrual related to mortgage servicing matters, offset by lower conversion costs and insurance and litigation matters.

The $1.1 billion (13.3 percent) increase in noninterest expense in 2010 over 2009 was principally due to acquisitions, increased total compensation and employee benefits expense and higher costs related to investments in affordable housing and other tax-advantaged projects. Total compensation and employee benefits expense increased 20.6 percent, reflecting acquisitions, branch expansion and other initiatives, the elimination of a five percent cost reduction program that was in effect during 2009, higher incentive compensation costs related to the Company’s

 

  TABLE 5   Noninterest Expense

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009              2011
v 2010
     2010
v 2009
 

Compensation

  $ 4,041       $ 3,779       $ 3,135               6.9      20.5

Employee benefits

    845         694         574               21.8         20.9   

Net occupancy and equipment

    999         919         836               8.7         9.9   

Professional services

    383         306         255               25.2         20.0   

Marketing and business development

    369         360         378               2.5         (4.8

Technology and communications

    758         744         673               1.9         10.5   

Postage, printing and supplies

    303         301         288               .7         4.5   

Other intangibles

    299         367         387               (18.5      (5.2

Other

    1,914         1,913         1,755               .1         9.0   

Total noninterest expense

  $ 9,911       $ 9,383       $ 8,281               5.6      13.3

Efficiency ratio (a)

    51.8      51.5      48.4                        

 

(a) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding securities gains (losses), net.

 

24   U.S. BANCORP


improved financial results in 2010 from 2009, merit increases, and increased pension costs associated with previous declines in the value of pension assets. Net occupancy and equipment expense and professional services expense increased 9.9 percent and 20.0 percent, respectively, principally due to acquisitions and other business initiatives. Technology and communications expense increased 10.5 percent as a result of business initiatives and volume increases across various business lines. Postage, printing and supplies expense increased 4.5 percent, principally due to payments-related business initiatives. Other expense increased 9.0 percent, reflecting higher costs related to investments in affordable housing and other tax-advantaged projects and higher other real estate owned (“OREO”) costs, partially offset by a $123 million FDIC special assessment in 2009. Marketing and business development expense decreased 4.8 percent, largely due to payments-related initiatives during 2009. Other intangibles expense decreased 5.2 percent due to the reduction or completion of amortization of certain intangibles.

Pension Plans Because of the long-term nature of pension plans, the related accounting is complex and can be impacted by several factors, including investment funding policies, accounting methods and actuarial assumptions.

The Company’s pension accounting reflects the long-term nature of the benefit obligations and the investment horizon of plan assets. Amounts recorded in the financial statements reflect actuarial assumptions about participant benefits and plan asset returns. Changes in actuarial assumptions and differences in actual plan experience compared with actuarial assumptions, are deferred and recognized in expense in future periods. Differences related to participant benefits are recognized in expense over the future service period of the employees. Differences related to the expected return on plan assets are included in expense over a period of approximately twelve-years.

The Company expects pension expense to increase $66 million in 2012, primarily driven by a $43 million increase related to a decrease in the discount rate, a $14 million increase related to the difference between the 2011 return on plan assets compared with expectations and a $6 million increase related to lower future expected returns on plan assets. If performance of plan assets equals the actuarially-assumed long-term expected return, the cumulative asset return difference of $343 million at December 31, 2011 will incrementally increase pension expense $60 million in 2013, incrementally decrease pension expense $4 million in 2014, and incrementally increase pension expense $9 million in 2015 and $14 million in 2016. Because of the complexity of forecasting pension plan activities, the accounting methods utilized for pension plans, the Company’s ability to respond to factors affecting the plans and the hypothetical nature of actuarial assumptions, actual pension expense will differ from these amounts.

Refer to Note 17 of the Notes to the Consolidated Financial Statements for further information on the Company’s pension plan funding practices, investment policies and asset allocation strategies, and accounting policies for pension plans.

The following table shows an analysis of hypothetical changes in the long-term rate of return (“LTROR”) and discount rate:

 

LTROR (Dollars in Millions)   Down 100
Basis Points
     Up 100
Basis Points
 

Incremental benefit (expense)

  $ (24    $ 24   

Percent of 2011 net income

    (.30 )%       .30
Discount Rate (Dollars in Millions)   Down 100
Basis Points
     Up 100
Basis Points
 

Incremental benefit (expense)

  $ (87    $ 70   

Percent of 2011 net income

    (1.10 )%       .89

Income Tax Expense The provision for income taxes was $1.8 billion (an effective rate of 27.8 percent) in 2011, compared with $935 million (an effective rate of 22.3 percent) in 2010 and $395 million (an effective rate of 15.0 percent) in 2009. The increase in the effective tax rate over 2010 principally reflected the marginal impact of higher pretax earnings year-over-year.

For further information on income taxes, refer to Note 19 of the Notes to Consolidated Financial Statements.

Balance Sheet Analysis

Average earning assets were $283.3 billion in 2011, compared with $252.0 billion in 2010. The increase in average earning assets of $31.2 billion (12.4 percent) was due to planned growth in average investment securities of $15.9 billion (33.3 percent), higher loans of $8.4 billion (4.4 percent) and higher other earning assets of $7.7 billion, which included cash balances held at the Federal Reserve.

For average balance information, refer to Consolidated Daily Average Balance Sheet and Related Yields and Rates on pages 132 and 133.

Loans The Company’s loan portfolio was $209.8 billion at December 31, 2011, an increase of $12.8 billion (6.5 percent) from December 31, 2010. The increase was driven by growth in commercial loans of $8.3 billion (17.0 percent), residential mortgages of $6.4 billion (20.7 percent), commercial real estate loans of $1.2 billion (3.3 percent) and credit card loan balances of $557 million (3.3 percent), partially offset by decreases in acquisition-related covered loans of $3.3 billion (18.0 percent) and other retail loans of $284 million (.6 percent). Table 6 provides a summary of the loan distribution

 

U.S. BANCORP     25   


  TABLE 6   Loan Portfolio Distribution

 

    2011   2010   2009   2008   2007        
At December 31 (Dollars in Millions)   Amount     Percent
of Total
          Amount     Percent
of Total
          Amount     Percent
of Total
          Amount     Percent
of Total
          Amount     Percent
of Total
       

Commercial

                                     

Commercial

  $ 50,734        24.2       $ 42,272        21.5       $ 42,255        21.7       $ 49,759        26.9       $ 44,832        29.1  

Lease financing

    5,914        2.8            6,126        3.1            6,537        3.4            6,859        3.7            6,242        4.1       

Total commercial

    56,648        27.0            48,398        24.6            48,792        25.1            56,618        30.6            51,074        33.2     

Commercial Real Estate

                                     

Commercial mortgages

    29,664        14.1            27,254        13.8            25,306        13.0            23,434        12.7            20,146        13.1     

Construction and development

    6,187        3.0            7,441        3.8            8,787        4.5            9,779        5.3            9,061        5.9       

Total commercial real estate

    35,851        17.1            34,695        17.6            34,093        17.5            33,213        18.0            29,207        19.0     

Residential Mortgages

                                     

Residential mortgages

    28,669        13.7            24,315        12.3            20,581        10.6            18,232        9.9            17,099        11.1     

Home equity loans, first liens

    8,413        4.0            6,417        3.3            5,475        2.8            5,348        2.9            5,683        3.7       

Total residential mortgages

    37,082        17.7            30,732        15.6            26,056        13.4            23,580        12.8            22,782        14.8     

Credit Card

    17,360        8.3            16,803        8.5            16,814        8.6            13,520        7.3            10,956        7.1     

Other Retail

                                     

Retail leasing

    5,118        2.4            4,569        2.3            4,568        2.3            5,126        2.8            5,969        3.9     

Home equity and second mortgages

    18,131        8.6            18,940        9.6            19,439        10.0            19,177        10.3            16,441        10.7     

Revolving credit

    3,344        1.6            3,472        1.8            3,506        1.8            3,205        1.7            2,731        1.8     

Installment

    5,348        2.6            5,459        2.8            5,455        2.8            5,525        3.0            5,246        3.4     

Automobile

    11,508        5.5            10,897        5.5            9,544        4.9            9,212        5.0            8,970        5.8     

Student

    4,658        2.2            5,054        2.5            4,629        2.4            4,603        2.5            451        .3       

Total other retail

    48,107        22.9            48,391        24.5            47,141        24.2            46,848        25.3            39,808        25.9       

Total loans, excluding covered loans

    195,048        93.0            179,019        90.8            172,896        88.8            173,779        94.0            153,827        100.0     

Covered Loans

    14,787        7.0            18,042        9.2            21,859        11.2            11,176        6.0                       

Total loans

  $ 209,835        100.0       $ 197,061        100.0       $ 194,755        100.0       $ 184,955        100.0       $ 153,827        100.0    

 

by product type, while Table 12 provides a summary of the selected loan maturity distribution by loan category. Average total loans increased $8.4 billion (4.4 percent) in 2011, compared with 2010. The increase was due to growth in most major loan portfolio classes in 2011.

Commercial Commercial loans, including lease financing, increased $8.3 billion (17.0 percent) as of December 31, 2011, compared with December 31, 2010. Average commercial loans increased $4.6 billion (9.8 percent) in 2011, compared with 2010. The growth was primarily driven by demand from new and existing customers. Table 7 provides a summary of commercial loans by industry and geographical locations.

Commercial Real Estate The Company’s portfolio of commercial real estate loans, which includes commercial mortgages and construction and development loans, increased $1.2 billion (3.3 percent) at December 31, 2011, compared with December 31, 2010. Average commercial real estate loans increased $1.2 billion (3.6 percent) in 2011, compared with 2010. The increases were primarily due to the FCB acquisition. Table 8 provides a summary of commercial real estate loans by property type and geographical location. The collateral for $2.5 billion of commercial real estate loans included in covered loans at December 31, 2011 was in California, compared with $4.5 billion at December 31, 2010.

The Company classifies loans as construction until the completion of the construction phase. Following construction, if a loan is retained, the loan is reclassified to the commercial mortgage category. In 2011, approximately $925 million of construction loans were reclassified to the commercial mortgage category for bridge financing after completion of the construction phase. At December 31, 2011 and 2010, $289 million and $270 million, respectively, of tax-exempt industrial development loans were secured by real estate. The Company’s commercial mortgage and construction and development loans had unfunded commitments of $7.0 billion and $6.5 billion at December 31, 2011 and 2010, respectively.

The Company also finances the operations of real estate developers and other entities with operations related to real estate. These loans are not secured directly by real estate but are subject to terms and conditions similar to commercial loans. These loans were included in the commercial loan category and totaled $1.9 billion and $1.7 billion at December 31, 2011 and 2010, respectively.

 

26   U.S. BANCORP


MDA SECTION   TABLE 7   Commercial Loans by Industry Group and Geography

 

 

    December 31, 2011              December 31, 2010  
(Dollars in Millions)   Loans        Percent              Loans        Percent  

Industry Group

                    

Consumer products and services

  $ 9,106           16.1          $ 7,599           15.7

Financial services

    6,439           11.4               5,785           12.0   

Healthcare

    4,658           8.2               3,744           7.7   

Capital goods

    4,306           7.6               3,696           7.7   

Commercial services and supplies

    4,192           7.4               3,543           7.3   

Public administration

    3,994           7.1               3,390           7.0   

Property management and development

    3,528           6.2               2,489           5.1   

Consumer staples

    2,879           5.1               2,438           5.0   

Energy

    2,324           4.1               1,788           3.7   

Agriculture

    2,222           3.9               2,539           5.3   

Private investors

    2,111           3.7               1,712           3.5   

Transportation

    2,015           3.6               1,926           4.0   

Paper and forestry products, mining and basic materials

    1,959           3.4               1,738           3.6   

Information technology

    1,749           3.1               1,543           3.2   

Other

    5,166           9.1               4,468           9.2   

Total

  $ 56,648           100.0          $ 48,398           100.0

Geography

                    

California

  $ 6,664           11.8          $ 5,588           11.5

Colorado

    2,292           4.0               1,974           4.1   

Illinois

    3,110           5.5               2,457           5.1   

Minnesota

    3,968           7.0               3,993           8.2   

Missouri

    2,499           4.4               2,020           4.2   

Ohio

    3,050           5.4               2,464           5.1   

Oregon

    1,514           2.7               1,508           3.1   

Washington

    2,568           4.5               2,259           4.7   

Wisconsin

    2,357           4.2               2,144           4.4   

Iowa, Kansas, Nebraska, North Dakota, South Dakota

    3,586           6.3               3,465           7.2   

Arkansas, Indiana, Kentucky, Tennessee

    3,246           5.7               2,798           5.8   

Idaho, Montana, Wyoming

    1,113           2.0               1,069           2.2   

Arizona, Nevada, New Mexico, Utah

    2,351           4.1               1,741           3.6   

Total banking region

    38,318           67.6               33,480           69.2   

Outside the Company’s banking region

                    

Florida, Michigan, New York, Pennsylvania, Texas

    9,204           16.3               7,608           15.7   

All other states

    9,126           16.1               7,310           15.1   

Total outside the Company’s banking region

    18,330           32.4               14,918           30.8   

Total

  $ 56,648           100.0          $ 48,398           100.0

 

Residential Mortgages Residential mortgages held in the loan portfolio at December 31, 2011, increased $6.4 billion (20.7 percent) over December 31, 2010. Average residential mortgages increased $6.0 billion (21.7 percent) in 2011, compared with 2010. The growth reflected the net effect of origination and prepayment activity in the portfolio due to the low interest rate environment. Most loans retained in the portfolio are to customers with prime or near-prime credit characteristics at the date of origination.

Credit Card Total credit card loans increased $557 million (3.3 percent) at December 31, 2011, compared with December 31, 2010. The increase primarily reflected credit card portfolio purchases of approximately $700 million in the fourth quarter of 2011. Average credit card balances decreased $319 million (1.9 percent) in 2011, compared with 2010, the result of consumers spending less and paying down their balances.

 

U.S. BANCORP     27   


  TABLE 8   Commercial Real Estate Loans by Property Type and Geography

 

 

    December 31, 2011              December 31, 2010  
(Dollars in Millions)   Loans        Percent              Loans        Percent  

Property Type

                    

Business owner occupied

  $ 11,756           32.8          $ 11,416           32.9

Commercial property

                    

Industrial

    1,561           4.4               1,530           4.4   

Office

    4,590           12.8               3,783           10.9   

Retail

    4,402           12.3               4,288           12.4   

Other commercial

    3,632           10.1               3,551           10.2   

Homebuilders

                    

Condominiums

    283           .8               463           1.3   

Other residential

    988           2.8               1,144           3.3   

Multi-family

    6,293           17.5               6,130           17.7   

Hotel/motel

    2,041           5.7               2,134           6.2   

Health care facilities

    305           .8               256           .7   

Total

  $ 35,851           100.0          $ 34,695           100.0

Geography

                    

California

  $ 7,634           21.3          $ 7,515           21.6

Colorado

    1,569           4.4               1,524           4.4   

Illinois

    1,411           3.9               1,248           3.6   

Minnesota

    1,891           5.3               1,805           5.2   

Missouri

    1,599           4.4               1,558           4.5   

Ohio

    1,436           4.0               1,402           4.0   

Oregon

    1,961           5.5               1,809           5.2   

Washington

    3,540           9.9               3,488           10.1   

Wisconsin

    1,892           5.3               1,724           5.0   

Iowa, Kansas, Nebraska, North Dakota, South Dakota

    2,295           6.4               2,205           6.4   

Arkansas, Indiana, Kentucky, Tennessee

    1,736           4.8               1,634           4.7   

Idaho, Montana, Wyoming

    1,183           3.3               1,185           3.4   

Arizona, Nevada, New Mexico, Utah

    3,189           8.9               2,938           8.5   

Total banking region

    31,336           87.4               30,035           86.6   

Outside the Company’s banking region

                    

Florida, Michigan, New York, Pennsylvania, Texas

    2,470           6.9               2,711           7.8   

All other states

    2,045           5.7               1,949           5.6   

Total outside Company’s banking region

    4,515           12.6               4,660           13.4   

Total

  $ 35,851           100.0          $ 34,695           100.0

 

Other Retail Total other retail loans, which include retail leasing, home equity and second mortgages and other retail loans, decreased $284 million (.6 percent) at December 31, 2011, compared with December 31, 2010. The decrease was primarily due to a decrease in home equity and second mortgages and student loans, partially offset by increases in retail leasing and automobile loans primarily during the second half of the year. Average other retail loans increased $513 million (1.1 percent) in 2011, compared with 2010. The increase was primarily driven by higher installment and retail leasing loans, partially offset by lower home equity and second mortgages.

 

28   U.S. BANCORP


  TABLE 9   Residential Mortgages by Geography

 

    December 31, 2011              December 31, 2010  
(Dollars in Millions)   Loans        Percent              Loans        Percent  

California

  $ 4,339           11.7          $ 3,339           10.9

Colorado

    2,354           6.3               1,947           6.3   

Illinois

    2,560           6.9               2,123           6.9   

Minnesota

    2,955           8.0               2,457           8.0   

Missouri

    1,849           5.0               1,643           5.4   

Ohio

    2,051           5.5               1,824           5.9   

Oregon

    1,541           4.2               1,246           4.1   

Washington

    2,101           5.7               1,726           5.6   

Wisconsin

    1,325           3.6               1,171           3.8   

Iowa, Kansas, Nebraska, North Dakota, South Dakota

    1,759           4.7               1,522           5.0   

Arkansas, Indiana, Kentucky, Tennessee

    2,822           7.6               2,431           7.9   

Idaho, Montana, Wyoming

    825           2.2               688           2.2   

Arizona, Nevada, New Mexico, Utah

    2,281           6.2               1,944           6.3   

Total banking region

    28,762           77.6               24,061           78.3   

Outside the Company’s banking region

                    

Florida, Michigan, New York, Pennsylvania, Texas

    3,819           10.3               3,137           10.2   

All other states

    4,501           12.1               3,534           11.5   

Total outside Company’s banking region

    8,320           22.4               6,671           21.7   

Total

  $ 37,082           100.0          $ 30,732           100.0

 

  TABLE 10   Credit Card Loans by Geography

 

    December 31, 2011              December 31, 2010  
(Dollars in Millions)   Loans        Percent              Loans        Percent  

California

  $ 1,719           9.9          $ 1,788           10.6

Colorado

    670           3.9               665           3.9   

Illinois

    791           4.5               773           4.6   

Minnesota

    1,193           6.9               1,192           7.1   

Missouri

    619           3.6               581           3.5   

Ohio

    1,326           7.6               1,330           7.9   

Oregon

    623           3.6               623           3.7   

Washington

    849           4.9               837           5.0   

Wisconsin

    959           5.5               954           5.7   

Iowa, Kansas, Nebraska, North Dakota, South Dakota

    863           5.0               858           5.1   

Arkansas, Indiana, Kentucky, Tennessee

    1,353           7.8               1,292           7.7   

Idaho, Montana, Wyoming

    377           2.2               373           2.2   

Arizona, Nevada, New Mexico, Utah

    788           4.5               785           4.7   

Total banking region

    12,130           69.9               12,051           71.7   

Outside the Company’s banking region

                    

Florida, Michigan, New York, Pennsylvania, Texas

    2,923           16.8               2,724           16.2   

All other states

    2,307           13.3               2,028           12.1   

Total outside Company’s banking region

    5,230           30.1               4,752           28.3   

Total

  $ 17,360           100.0          $ 16,803           100.0

 

U.S. BANCORP     29   


  TABLE 11   Other Retail Loans by Geography

 

    December 31, 2011              December 31, 2010  
(Dollars in Millions)   Loans        Percent              Loans        Percent  

California

  $ 5,793           12.0          $ 5,868           12.1

Colorado

    2,175           4.5               2,319           4.8   

Illinois

    2,233           4.6               2,264           4.7   

Minnesota

    4,400           9.2               4,748           9.8   

Missouri

    2,170           4.5               2,144           4.4   

Ohio

    2,620           5.5               2,644           5.5   

Oregon

    1,851           3.9               1,969           4.1   

Washington

    2,058           4.3               2,192           4.5   

Wisconsin

    1,907           4.0               1,972           4.1   

Iowa, Kansas, Nebraska, North Dakota, South Dakota

    2,522           5.2               2,419           5.0   

Arkansas, Indiana, Kentucky, Tennessee

    2,765           5.8               2,818           5.8   

Idaho, Montana, Wyoming

    1,125           2.3               1,233           2.5   

Arizona, Nevada, New Mexico, Utah

    2,135           4.4               2,171           4.5   

Total banking region

    33,754           70.2               34,761           71.8   

Outside the Company’s banking region

                    

Florida, Michigan, New York, Pennsylvania, Texas

    6,493           13.5               5,959           12.3   

All other states

    7,860           16.3               7,671           15.9   

Total outside Company’s banking region

    14,353           29.8               13,630           28.2   

Total

  $ 48,107           100.0          $ 48,391           100.0

 

Of the total residential mortgages, credit card and other retail loans outstanding at December 31, 2011, approximately 72.8 percent were to customers located in the Company’s primary banking region. Tables 9, 10 and 11 provide a geographic summary of residential mortgages, credit card loans and retail loans outstanding, respectively, as of December 31, 2011 and 2010. The collateral for $5.2 billion of residential mortgages and other retail loans included in covered loans at December 31, 2011 was in California.

Loans Held for Sale Loans held for sale, consisting primarily of residential mortgages to be sold in the secondary market, were $7.2 billion at December 31, 2011, compared with $8.4 billion at December 31, 2010. The decrease in loans held for sale was principally due to a higher level of mortgage loan origination and refinancing activity in the second half of 2010 compared with the second half of 2011.

 

  TABLE 12   Selected Loan Maturity Distribution

 

At December 31, 2011 (Dollars in Millions)   One Year
or Less
       Over One
Through
Five Years
       Over
Five Years
       Total  

Commercial

  $ 22,187         $ 31,615         $ 2,846         $ 56,648   

Commercial real estate

    9,623           19,652           6,576           35,851   

Residential mortgages

    1,755           4,846           30,481           37,082   

Credit card

    17,360                               17,360   

Other retail

    8,644           25,216           14,247           48,107   

Covered loans

    3,544           3,912           7,331           14,787   

Total loans

  $ 63,113         $ 85,241         $ 61,481         $ 209,835   

Total of loans due after one year with

                

Predetermined interest rates

                 $ 67,992   

Floating interest rates

                                   $ 78,730   

 

Most of the residential mortgage loans the Company originates follow guidelines that allow the loans to be sold into existing, highly liquid secondary markets; in particular in government agency transactions and to government sponsored enterprises (“GSEs”). The Company also originates residential mortgages that follow its own investment guidelines with the intent to hold such loans in the loan portfolio, primarily well secured jumbo mortgages to borrowers with high credit quality, and near-prime non-conforming mortgages. The Company generally retains portfolio loans through maturity; however, the Company’s intent may change over time based upon various factors such as ongoing asset/liability management activities, assessment of product profitability, credit risk, liquidity needs, and capital implications. If the Company’s intent or ability to hold an existing portfolio loan changes, it is transferred to loans held for sale.

 

30   U.S. BANCORP


  TABLE 13   Investment Securities

 

 

    Available-for-Sale           Held-to-Maturity  
At December 31, 2011 (Dollars in Millions)   Amortized
Cost
    Fair Value     Weighted-
Average
Maturity
in Years
    Weighted-
Average
Yield (e)
          Amortized
Cost
    Fair Value     Weighted-
Average
Maturity
in Years
    Weighted-
Average
Yield (e)
 

U.S. Treasury and Agencies

                   

Maturing in one year or less

  $ 394      $ 395        .3        2.06       $      $              

Maturing after one year through five years

    541        547        2.0        .93            2,500        2,535        2.2        .99   

Maturing after five years through ten years

    48        53        8.2        4.25                                   

Maturing after ten years

    62        62        11.1        3.15            60        60        13.2        1.87   

Total

  $ 1,045      $ 1,057        2.2        1.64       $ 2,560      $ 2,595        2.4        1.01

Mortgage-Backed Securities (a)

                   

Maturing in one year or less

  $ 672      $ 673        .6        2.47       $ 220      $ 218        .5        1.55

Maturing after one year through five years

    32,056        32,917        3.5        2.74            13,940        14,230        3.7        2.53   

Maturing after five years through ten years

    6,975        6,775        7.0        2.24            1,412        1,440        5.6        1.68   

Maturing after ten years

    1,767        1,736        12.7        1.74            519        531        11.4        1.47   

Total

  $ 41,470      $ 42,101        4.4        2.61       $ 16,091      $ 16,419        4.0        2.40

Asset-Backed Securities (a)

                   

Maturing in one year or less

  $ 13      $ 22        .2        9.71       $ 2      $ 2        .1        1.01

Maturing after one year through five years

    151        154        3.4        12.53            34        36        2.5        1.01   

Maturing after five years through ten years

    693        694        7.9        3.08            17        18        6.6        .85   

Maturing after ten years

    17        17        12.7        11.10            22        24        22.5        1.01   

Total

  $ 874      $ 887        7.1        4.97       $ 75      $ 80        9.3        .98

Obligations of State and Political Subdivisions (b) (c)

                   

Maturing in one year or less

  $ 99      $ 99        .7        1.66       $      $        .5        8.32

Maturing after one year through five years

    3,981        4,087        4.1        6.76            5        6        3.1        8.47   

Maturing after five years through ten years

    2,008        2,063        5.7        6.79            3        3        5.8        5.27   

Maturing after ten years

    306        290        21.1        7.48            15        14        15.1        5.51   

Total

  $ 6,394      $ 6,539        5.4        6.73       $ 23      $ 23        11.0        6.16

Other Debt Securities

                   

Maturing in one year or less

  $ 69      $ 54        .4        5.74       $ 1      $ 1        .3        .84

Maturing after one year through five years

                                    99        85        4.1        1.42   

Maturing after five years through ten years

    25        22        5.8        6.38            28        13        8.8        1.18   

Maturing after ten years

    1,201        968        29.4        3.87                                   

Total

  $ 1,295      $ 1,044        27.4        4.02       $ 128      $ 99        5.1        1.36

Other Investments

  $ 278      $ 309        13.1        3.87       $      $              

Total investment securities (d)

  $ 51,356      $ 51,937        5.2        3.19       $ 18,877      $ 19,216        3.9        2.21

 

(a) Information related to asset and mortgage-backed securities included above is presented based upon weighted-average maturities anticipating future prepayments.
(b) Information related to obligations of state and political subdivisions is presented based upon yield to first optional call date if the security is purchased at a premium, yield to maturity if purchased at par or a discount.
(c) Maturity calculations for obligations of state and political subdivisions are based on the first optional call date for securities with a fair value above par and contractual maturity for securities with a fair value equal to or below par.
(d) The weighted-average maturity of the available-for-sale investment securities was 7.4 years at December 31, 2010, with a corresponding weighted-average yield of 3.41 percent. The weighted-average maturity of the held-to-maturity investment securities was 6.3 years at December 31, 2010, with a corresponding weighted-average yield of 2.07 percent.
(e) Average yields are presented on a fully-taxable equivalent basis under a tax rate of 35 percent. Yields on available-for-sale and held-to-maturity securities are computed based on amortized cost balances. Average yield and maturity calculations exclude equity securities that have no stated yield or maturity.

 

    2011              2010  
At December 31, (Dollars in Millions)   Amortized
Cost
       Percent
of Total
             Amortized
Cost
       Percent
of Total
 

U.S. Treasury and agencies

  $ 3,605           5.1          $ 2,724           5.1

Mortgage-backed securities

    57,561           82.0               40,654           76.2   

Asset-backed securities

    949           1.4               1,197           2.3   

Obligations of state and political subdivisions

    6,417           9.1               6,862           12.9   

Other debt securities and investments

    1,701           2.4               1,887           3.5   

Total investment securities

  $ 70,233           100.0          $ 53,324           100.0

 

U.S. BANCORP     31   


Investment Securities The Company uses its investment securities portfolio to manage enterprise interest rate risk, provide liquidity (including the ability to meet proposed regulatory requirements), generate interest and dividend income, and as collateral for public deposits and wholesale funding sources. While the Company intends to hold its investment securities indefinitely, it may sell available-for-sale securities in response to structural changes in the balance sheet and related interest rate risk and to meet liquidity requirements, among other factors.

Investment securities totaled $70.8 billion at December 31, 2011, compared with $53.0 billion at December 31, 2010. The $17.8 billion (33.7 percent) increase primarily reflected $16.6 billion of net investment purchases and a $927 million favorable change in unrealized gains (losses) on available-for-sale investment securities. Held-to-maturity securities were $18.9 billion at December 31, 2011, compared with $1.5 billion at December 31, 2010, primarily reflecting planned growth in U.S. Treasury and government agency mortgage-backed securities, as the Company increased its on-balance sheet liquidity in response to anticipated regulatory requirements.

Average investment securities were $63.6 billion in 2011, compared with $47.8 billion in 2010. The weighted-average yield of the available-for-sale portfolio was 3.19 percent at December 31, 2011, compared with 3.41 percent at December 31, 2010. The average maturity of the available-for-sale portfolio was 5.2 years at December 31, 2011, compared with 7.4 years at December 31, 2010. The weighted-average yield of the held-to-maturity portfolio was 2.21 percent at December 31, 2011, compared with 2.07 percent at December 31, 2010. The average maturity of the held-to-maturity portfolio was 3.9 years at December 31, 2011, compared with 6.3 years at December 31, 2010. Investment securities by type are shown in Table 13.

At December 31, 2011, the Company’s net unrealized gain on available-for-sale securities was $581 million, compared with a net unrealized loss of $346 million at December 31, 2010. The favorable change in net unrealized gains (losses) was primarily due to increases in the fair value of state and political securities and agency mortgage-backed securities. Unrealized losses on available-for-sale securities in an unrealized loss position totaled $691 million at December 31, 2011, compared with $1.2 billion at December 31, 2010. The Company conducts a regular assessment of its investment portfolio to determine whether any securities are other-than-temporarily impaired. When assessing unrealized losses for other-than-temporary impairment, the Company considers the nature of the investment, the financial condition of the issuer, the extent and duration of unrealized loss, expected cash flows of underlying assets and market conditions. At December 31, 2011, the Company had no plans to sell securities with unrealized losses and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.

There is limited market activity for non-agency mortgage-backed securities held by the Company. As a result, the Company estimates the fair value of these securities using estimates of expected cash flows, discount rates and management’s assessment of various other market factors, which are judgmental in nature. The Company recorded $35 million of impairment charges in earnings during 2011 predominately on non-agency mortgage-backed securities. These impairment charges were due to changes in expected cash flows primarily resulting from increases in defaults in the underlying mortgage pools. Further adverse changes in security performance or market conditions may result in additional impairment charges in future periods.

During 2010, the Company recognized impairment charges in earnings of $91 million predominately on non-agency mortgage-backed and structured investment-related securities. These impairment charges were due to changes in expected cash flows resulting from increases in defaults in the underlying mortgage pools and regulatory actions in the first quarter of 2010 related to an insurer of some of the securities.

Refer to Notes 5 and 21 in the Notes to Consolidated Financial Statements for further information on investment securities.

Deposits Total deposits were $230.9 billion at December 31, 2011, compared with $204.3 billion at December 31, 2010. The $26.6 billion (13.0 percent) increase in total deposits reflected organic growth in core deposits due to the overall “flight-to-quality” by customers. Average total deposits increased $28.4 billion (15.4 percent) over 2010 due to increases in noninterest-bearing and total savings account balances, reflecting organic growth, as well as acquisitions.

Noninterest-bearing deposits at December 31, 2011, increased $23.3 billion (51.3 percent) over December 31, 2010. Average noninterest-bearing deposits increased $13.7 billion (34.1 percent) in 2011, compared with 2010. The increase was primarily due to growth in Wholesale Banking and Commercial Real Estate, and Wealth Management and Securities Services balances.

Interest-bearing savings deposits increased $5.5 billion (4.8 percent) at December 31, 2011, compared with December 31, 2010. The increase in these deposit balances was related to increases in savings and interest checking balances, partially offset by lower money market savings account balances. The $3.8 billion (15.5 percent) increase in savings account balances reflected continued strong participation in a savings product offered by Consumer and Small Business Banking that includes multiple bank products in a package. The $2.8 billion (6.4 percent) increase in interest checking account balances was primarily due to higher Consumer and Small Business Banking, national corporate

 

32   U.S. BANCORP


  TABLE 14    Deposits

The composition of deposits was as follows:

 

    2011           2010   2009   2008           2007  
At December 31 (Dollars in Millions)   Amount     Percent
of Total
          Amount     Percent
of Total
          Amount     Percent
of Total
          Amount     Percent
of Total
          Amount      Percent
of Total
 

Noninterest-bearing deposits

  $ 68,579        29.7       $ 45,314        22.2       $ 38,186        20.8       $ 37,494        23.5       $ 33,334         25.4

Interest-bearing deposits

                                    

Interest checking

    45,933        19.9            43,183        21.2            38,436        21.0            32,254        20.2            28,996         22.1   

Money market savings

    45,854        19.9            46,855        22.9            40,848        22.3            26,137        16.4            24,301         18.5   

Savings accounts

    28,018        12.1            24,260        11.9            16,885        9.2            9,070        5.7            5,001         3.8   

Total of savings deposits

    119,805        51.9            114,298        56.0            96,169        52.5            67,461        42.3            58,298         44.4   

Time certificates of deposit less than $100,000

    14,952        6.5            15,083        7.4            18,966        10.4            18,425        11.7            14,160         10.8   

Time deposits greater than $100,000

                                    

Domestic

    12,583        5.4            12,330        6.0            16,858        9.2            20,791        13.0            15,351         11.7   

Foreign

    14,966        6.5            17,227        8.4            13,063        7.1            15,179        9.5            10,302         7.8   

Total interest-bearing deposits

    162,306        70.3            158,938        77.8            145,056        79.2            121,856        76.5            98,111         74.6   

Total deposits

  $ 230,885        100.0       $ 204,252        100.0       $ 183,242        100.0       $ 159,350        100.0       $ 131,445         100.0

The maturity of time deposits was as follows:

 

At December 31, 2011 (Dollars in Millions)   Certificates
Less Than $100,000
       Time Deposits
Greater Than $100,000
       Total  

Three months or less

  $ 2,375         $ 17,103         $ 19,478   

Three months through six months

    2,297           1,723           4,020   

Six months through one year

    2,885           2,305           5,190   

2013

    3,355           2,292           5,647   

2014

    1,908           1,506           3,414   

2015

    1,214           1,509           2,723   

2016

    912           1,029           1,941   

Thereafter

    6           82           88   

Total

  $ 14,952         $ 27,549         $ 42,501   

 

banking and corporate trust balances, partially offset by lower broker-dealer balances. The $1.0 billion (2.1 percent) decrease in money market savings account balances was primarily due to lower Consumer and Small Business Banking, and broker-dealer balances, partially offset by higher Wealth Management and Securities Services balances. Average interest-bearing savings deposits in 2011 increased $13.8 billion (13.7 percent), compared with 2010, primarily due to growth in corporate and institutional trust balances, including the impact of the securitization trust administration acquisition, as well as an increase in Consumer and Small Business Banking balances, partially offset by lower broker-dealer balances.

Interest-bearing time deposits at December 31, 2011, decreased $2.1 billion (4.8 percent), compared with December 31, 2010, driven by decreases in both time certificates of deposit less than $100,000 and time deposits greater than $100,000. Time certificates of deposit less than $100,000 decreased $131 million (.9 percent) at December 31, 2011, compared with December 31, 2010, as a result of decreases in Consumer and Small Business Banking balances. Average time certificates of deposit less than $100,000 in 2011 decreased $1.4 billion (8.4 percent), compared with 2010, reflecting maturities and lower renewals. Time deposits greater than $100,000 decreased $2.0 billion (6.8 percent) at December 31, 2011, compared with December 31, 2010. Average time deposits greater than $100,000 in 2011 increased $2.3 billion (8.5 percent), compared with 2010 primarily due to the impact of the securitization trust administration and FCB acquisitions.

During 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law, resulting in a permanent increase in the statutory standard maximum deposit insurance amount for domestic deposits to $250,000 per depositor. Domestic time deposits greater than $250,000 were $4.7 billion at December 31, 2011, compared with $5.4 billion at December 31, 2010.

 

U.S. BANCORP     33   


Borrowings The Company utilizes both short-term and long-term borrowings as part of its asset/liability management and funding strategies. Short-term borrowings, which include federal funds purchased, commercial paper, repurchase agreements, borrowings secured by high-grade assets and other short-term borrowings, were $30.5 billion at December 31, 2011, compared with $32.6 billion at December 31, 2010. The $2.1 billion (6.4 percent) decrease in short-term borrowings reflected reduced borrowing needs by the Company as a result of increases in deposits.

Long-term debt was $32.0 billion at December 31, 2011, compared with $31.5 billion at December 31, 2010, reflecting $2.3 billion of medium-term note issuances and a $1.4 billion increase in long-term debt related to certain consolidated VIEs, partially offset by $1.6 billion of subordinated debt repayments and maturities, $.8 billion of extinguishments of junior subordinated debentures, and a $.4 billion decrease in Federal Home Loan Bank advances. Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding long-term debt and the “Liquidity Risk Management” section for discussion of liquidity management of the Company.

Corporate Risk Profile

Overview Managing risks is an essential part of successfully operating a financial services company. The most prominent risk exposures are credit, residual value, operational, interest rate, market and liquidity risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan, investment or derivative contract when it is due. Residual value risk is the potential reduction in the end-of-term value of leased assets. Operational risk includes risks related to fraud, legal and compliance, processing errors, technology, breaches of internal controls and in data security, and business continuation and disaster recovery. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates, which can affect the re-pricing of assets and liabilities differently. Market risk arises from fluctuations in interest rates, foreign exchange rates, and security prices that may result in changes in the values of financial instruments, such as trading and available-for-sale securities, certain mortgage loans held for sale, MSRs and derivatives that are accounted for on a fair value basis. Liquidity risk is the possible inability to fund obligations to depositors, investors or borrowers. Further, corporate strategic decisions, as well as the risks described above, could give rise to reputation risk. Reputation risk is the risk that negative publicity or press, whether true or not, could result in costly litigation or cause a decline in the Company’s stock value, customer base, funding sources or revenue. In addition to the risks identified above, other risk factors exist that may impact the Company. Refer to “Risk Factors” beginning on page 134, for a detailed discussion of these factors.

Credit Risk Management The Company’s strategy for credit risk management includes well-defined, centralized credit

policies, uniform underwriting criteria, and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit examinations and management reviews of loans exhibiting deterioration of credit quality.

In addition, credit quality ratings as defined by the Company, are an important part of the Company’s overall credit risk management and evaluation of its allowance for credit losses. Loans with a pass rating represent those not classified on the Company’s rating scale for problem credits, as minimal risk has been identified. Loans with a special mention or classified rating, including all of the Company’s loans that are 90 days or more past due and still accruing, nonaccrual loans, and those considered troubled debt restructurings (“TDRs”), encompass all loans held by the Company that it considers to have a potential or well-defined weakness that may put full collection of contractual cash flows at risk. The Company’s internal credit quality ratings for consumer loans are primarily based on delinquency and nonperforming status, except for a limited population of larger loans within those portfolios that are individually evaluated. For this limited population, the determination of the internal credit quality rating may also consider collateral value and customer cash flows. The Company recently began obtaining recent collateral value estimates for the majority of its residential mortgage and home equity and second mortgage portfolios, which allows the Company to compute estimated loan-to-value (“LTV”) ratios reflecting current market conditions. These individual refreshed loan-to-value ratios are considered in the determination of the appropriate allowance for credit losses. The Company strives to identify potential problem loans early, record any necessary charge-offs promptly and maintain appropriate allowance levels for probable incurred loan losses. Refer to Notes 1 and 6 in the Notes to Consolidated Financial Statements for further information of the Company’s loan portfolios including internal credit quality ratings.

The Company categorizes its loan portfolio into three segments, which is the level at which it develops and documents a systematic methodology to determine the allowance for credit losses. The Company’s three loan portfolio segments are commercial lending, consumer lending and covered loans. The commercial lending segment includes loans and leases made to small business, middle market, large corporate, commercial real estate, financial institution, and public sector customers. Key risk characteristics relevant to commercial lending segment loans include the industry and geography of the borrower’s business, purpose of the loan,

 

34   U.S. BANCORP


repayment source, borrower’s debt capacity and financial flexibility, loan covenants, and nature and value of pledged collateral, if any. These risk characteristics, among others, are considered in determining estimates about the likelihood of default by the borrowers and the severity of loss in the event of default. The Company considers these risk characteristics in assigning internal risk ratings to, or forecasting losses on, these loans which are the significant factors in determining the allowance for credit losses for loans in the commercial lending segment.

The consumer lending segment represents loans and leases made to consumer customers including residential mortgages, credit card loans, and other retail loans such as revolving consumer lines, auto loans and leases, student loans, and home equity loans and lines. Home equity and second mortgage loans are junior lien closed-end accounts fully disbursed at origination. These loans typically are fixed rate loans, secured by residential real estate, with a 10 or 15 year fixed payment amortization schedule. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. These include accounts in either a first or junior lien position. Typical terms on home equity lines are variable rates benchmarked to the prime rate, with a 15 year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 10 year amortization period. At December 31, 2011, substantially all of the Company’s home equity lines were in the draw period. Key risk characteristics relevant to consumer lending segment loans primarily relate to the borrowers’ capacity and willingness to repay and include unemployment rates and other economic factors, customer payment history and in some cases, updated loan-to-value information on collateral-dependent loans. These risk characteristics, among others, are reflected in forecasts of delinquency levels, bankruptcies and losses which are the primary factors in determining the allowance for credit losses for the consumer lending segment.

The covered loan segment represents loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC that greatly reduce the risk of future credit losses to the Company. Key risk characteristics for covered segment loans are consistent with the segment they would otherwise be included in had the loss share coverage not been in place but consider the indemnification provided by the FDIC.

The Company further disaggregates its loan portfolio segments into various classes based on their underlying risk characteristics. The two classes within the commercial lending segment are commercial loans and commercial real estate loans. The three classes within the consumer lending segment are residential mortgages, credit card loans and other retail loans. The covered loan segment consists of only one class.

Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments. The Company also engages in non-lending activities that may give rise to credit risk, including derivative transactions for balance sheet hedging purposes, foreign exchange transactions, deposit overdrafts and interest rate swap contracts for customers, and settlement risk, including Automated Clearing House transactions and the processing of credit card transactions for merchants. These activities are subject to credit review, analysis and approval processes.

Economic and Other Factors In evaluating its credit risk, the Company considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, the level of allowance coverage relative to similar banking institutions and macroeconomic factors, such as changes in unemployment rates, gross domestic product and consumer bankruptcy filings.

Beginning in late 2007, financial markets suffered significant disruptions, leading to and exacerbated by declining real estate values and subsequent economic challenges, both domestically and globally. Median home prices, which peaked in 2006, declined across most domestic markets, which had a significant adverse impact on the collectability of residential mortgage loans. Residential mortgage delinquencies increased throughout 2008 and 2009. High unemployment levels throughout 2009, 2010 and 2011 further increased losses in prime-based residential portfolios and credit cards.

Economic conditions began to stabilize in late 2009 and continued to improve throughout 2010 and 2011, though unemployment and under-employment continued to be elevated, consumer confidence and spending remained lower and stress continued in the residential mortgage portfolio due to a decline in home values. Credit costs peaked for the Company in late 2009 and have trended downward thereafter. The provision for credit losses was lower than net charge-offs by $500 million in 2011, and exceeded net charge-offs by $175 million in 2010 and $1.7 billion in 2009. The $2.0 billion (46.2 percent) decrease in the provision for credit losses in 2011, compared with 2010, reflected improving credit trends and the underlying risk profile of the loan portfolio as economic conditions continued to further stabilize.

Credit Diversification The Company manages its credit risk, in part, through diversification of its loan portfolio and limit setting by product type criteria and concentrations. As part of its normal business activities, the Company offers a broad array of traditional commercial lending products and

 

U.S. BANCORP     35   


specialized products such as asset-based lending, commercial lease financing, agricultural credit, warehouse mortgage lending, commercial real estate, health care and correspondent banking. The Company also offers an array of consumer lending products, including residential mortgages, credit card loans, retail leases, home equity, revolving credit, lending to students and other consumer loans. These consumer lending products are primarily offered through the branch office network, home mortgage and loan production offices, indirect distribution channels, such as automobile dealers, and a consumer finance division. The Company monitors and manages the portfolio diversification by industry, customer and geography. Table 6 provides information with respect to the overall product diversification and changes in the mix during 2011.

The commercial loan class is diversified among various industries with somewhat higher concentrations in consumer products and services, financial services, healthcare, capital goods (including manufacturing and commercial construction-related businesses), and commercial services and supplies. Additionally, the commercial loan class is diversified across the Company’s geographical markets with 67.6 percent of total commercial loans within the Company’s Consumer and Small Business Banking markets. Credit relationships outside of the Company’s Consumer and Small Business Banking markets relate to the corporate banking, mortgage banking, auto dealer and leasing businesses, focusing on large national customers and specifically targeted industries. Loans to mortgage banking customers are primarily warehouse lines which are collateralized with the underlying mortgages. The Company regularly monitors its mortgage collateral position to manage its risk exposure. Table 7 provides a summary of significant industry groups and geographical locations of commercial loans outstanding at December 31, 2011 and 2010.

The commercial real estate loan class reflects the Company’s focus on serving business owners within its geographic footprint as well as regional and national investment-based real estate owners and builders. Within the commercial real estate loan class, different property types have varying degrees of credit risk. Table 8 provides a summary of the significant property types and geographical locations of commercial real estate loans outstanding at December 31, 2011 and 2010. At December 31, 2011, approximately 32.8 percent of the commercial real estate loans represented business owner-occupied properties that tend to exhibit less credit risk than nonowner-occupied properties. The investment-based real estate mortgages are diversified among various property types with somewhat higher concentrations in multi-family and retail properties. During 2011, the Company continued to reduce its level of exposure to homebuilders, given the stress in the homebuilding industry sector. From a geographical perspective, the Company’s commercial real estate loan class is generally well diversified. However, at December 31, 2011, 21.3 percent of the Company’s commercial real estate loans were secured by collateral in California, which has experienced higher delinquency levels and credit quality deterioration due to excess home inventory levels and declining valuations. Included in commercial real estate at year-end 2011 was approximately $1.1 billion in loans related to land held for development and $1.5 billion of loans related to residential and commercial acquisition and development properties. These loans are subject to quarterly monitoring for changes in local market conditions due to a higher credit risk profile. The commercial real estate loan class is diversified across the Company’s geographical markets with 87.4 percent of total commercial real estate loans outstanding at December 31, 2011, within the Company’s Consumer and Small Business Banking markets.

The Company’s consumer lending segment utilizes several distinct business processes and channels to originate consumer credit, including traditional branch lending, indirect lending, portfolio acquisitions and a consumer finance division. Each distinct underwriting and origination activity manages unique credit risk characteristics and prices its loan production commensurate with the differing risk profiles. Within Consumer and Small Business Banking, the consumer finance division specializes in serving channel-specific and alternate lending markets in residential mortgages, home equity and installment loan financing. The consumer finance division manages loans originated through a broker network, correspondent relationships and the Company’s branch offices. Generally, loans managed by the Company’s consumer finance division exhibit higher credit risk characteristics, but are priced commensurate with the differing risk profile.

Residential mortgages represent an important financial product for consumer customers of the Company and are originated through the Company’s branches, loan production offices, a wholesale network of originators and the consumer finance division. The Company may retain residential mortgage loans it originates on its balance sheet or sell the loans into the secondary market while retaining the servicing rights and customer relationships. Utilizing the secondary markets enables the Company to effectively reduce its credit and other asset/liability risks. For residential mortgages that are retained in the Company’s portfolio and for home equity and second mortgages, credit risk is also diversified by geography and managed by adherence to loan-to-value and borrower credit criteria during the underwriting process.

The Company recently began estimating updated loan-to-value information quarterly, based on a method that combines automated valuation model updates and

 

36   U.S. BANCORP


appropriate home price indices. Loan-to-value is the ratio of the loan’s outstanding principal balance to the current estimate of property value. For home equity and second mortgages, combined loan-to-value (“CLTV”) is the combination of the first mortgage original principal balance and the second lien outstanding principal balance, relative to the current estimate of property value. Certain loans do not have a loan-to-value or combined loan-to-value primarily due to lack of availability of appropriate automated valuation model and/or home price indices values, or lack of necessary valuation data on portfolio acquisitions.

The following tables provide summary information for the loan-to-values of residential mortgages and home equity and second mortgages by distribution channel and type at December 31, 2011:

 

Residential mortgages

(Dollars in Millions)

  Interest
Only
    Amortizing     Total     Percent
of Total
 

Consumer Finance

       

Less than or equal to 80%

  $ 734      $ 4,566      $ 5,300        41.0

Over 80% through 90%

    351        2,554        2,905        22.5   

Over 90% through 100%

    216        1,342        1,558        12.0   

Over 100%

    741        2,433        3,174        24.5   

Total

  $ 2,042      $ 10,895      $ 12,937        100.0

Other

       

Less than or equal to 80%

  $ 840      $ 13,024      $ 13,864        57.4

Over 80% through 90%

    267        2,093        2,360        9.8   

Over 90% through 100%

    255        1,012        1,267        5.2   

Over 100%

    570        1,061        1,631        6.8   

No LTV available

           124        124        .5   

Loans purchased from GNMA mortgage pools (a)

           4,899        4,899        20.3   

Total

  $ 1,932      $ 22,213      $ 24,145        100.0

Total Company

       

Less than or equal to 80%

  $ 1,574      $ 17,590      $ 19,164        51.7

Over 80% through 90%

    618        4,647        5,265        14.2   

Over 90% through 100%

    471        2,354        2,825        7.6   

Over 100%

    1,311        3,494        4,805        13.0   

No LTV available

           124        124        .3   

Loans purchased from GNMA mortgage pools (a)

           4,899        4,899        13.2   

Total

  $ 3,974      $ 33,108      $ 37,082        100.0

 

(a) Represents loans purchased from Government National Mortgage Association ("GNMA") mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

 

Home equity and second mortgages

(Dollars in Millions)

  Lines     Loans     Total     Percent
of Total
 

Consumer Finance

       

Less than or equal to 80%

  $ 712      $ 62      $ 774        32.4

Over 80% through 90%

    366        49        415        17.4   

Over 90% through 100%

    218        65        283        11.8   

Over 100%

    566        347        913        38.2   

No LTV/CLTV available

    3        2        5        .2   

Total

  $ 1,865      $ 525      $ 2,390        100.0

Other

       

Less than or equal to 80%

  $ 6,749      $ 622      $ 7,371        46.8

Over 80% through 90%

    2,291        237        2,528        16.1   

Over 90% through 100%

    1,771        229        2,000        12.7   

Over 100%

    2,882        547        3,429        21.8   

No LTV/CLTV available

    375        38        413        2.6   

Total

  $ 14,068      $ 1,673      $ 15,741        100.0

Total Company

       

Less than or equal to 80%

  $ 7,461      $ 684      $ 8,145        44.9

Over 80% through 90%

    2,657        286        2,943        16.2   

Over 90% through 100%

    1,989        294        2,283        12.6   

Over 100%

    3,448        894        4,342        24.0   

No LTV/CLTV available

    378        40        418        2.3   

Total

  $ 15,933      $ 2,198      $ 18,131        100.0

Within the consumer finance division, at December 31, 2011, approximately $1.9 billion of residential mortgages were to customers that may be defined as sub-prime borrowers based on credit scores from independent agencies at loan origination, compared with $2.1 billion at December 31, 2010. In addition to residential mortgages, at December 31, 2011, the consumer finance division had $.5 billion of home equity and second mortgage loans to customers that may be defined as sub-prime borrowers, unchanged from December 31, 2010.

The following table provides further information on the loan-to-values of residential mortgages, specifically for the consumer finance division, at December 31, 2011:

 

(Dollars in Millions)   Interest
Only
    Amortizing     Total     Percent of
Division
 

Sub-Prime Borrowers

       

Less than or equal to 80%

  $ 2      $ 513      $ 515        4.0

Over 80% through 90%

    1        258        259        2.0   

Over 90% through 100%

    3        268        271        2.1   

Over 100%

    11        796        807        6.2   

Total

  $ 17      $ 1,835      $ 1,852        14.3

Other Borrowers

       

Less than or equal to 80%

  $ 732      $ 4,053      $ 4,785        37.0

Over 80% through 90%

    350        2,296        2,646        20.5   

Over 90% through 100%

    213        1,074        1,287        9.9   

Over 100%

    730        1,637        2,367        18.3   

Total

  $ 2,025      $ 9,060      $ 11,085        85.7

Total Consumer Finance

  $ 2,042      $ 10,895      $ 12,937        100.0

 

U.S. BANCORP     37   


The following table provides further information on the loan-to-values of home equity and second mortgages specifically for the consumer finance division at December 31, 2011:

 

(Dollars in Millions)   Lines     Loans     Total     Percent
of Total
 

Sub-Prime Borrowers

       

Less than or equal to 80%

  $ 39      $ 31      $ 70        2.9

Over 80% through 90%

    19        23        42        1.8   

Over 90% through 100%

    17        41        58        2.4   

Over 100%

    57        221        278        11.6   

No LTV/CLTV available

           2        2        .1   

Total

  $ 132      $ 318      $ 450        18.8

Other Borrowers

       

Less than or equal to 80%

  $ 673      $ 31      $ 704        29.5

Over 80% through 90%

    347        26        373        15.6   

Over 90% through 100%

    201        24        225        9.4   

Over 100%

    509        126        635        26.6   

No LTV/CLTV available

    3               3        .1   

Total

  $ 1,733      $ 207      $ 1,940        81.2

Total Consumer Finance

  $ 1,865      $ 525      $ 2,390        100.0

The total amount of consumer lending segment residential mortgage, home equity and second mortgage loans to customers that may be defined as sub-prime borrowers represented only .7 percent of total assets at December 31, 2011, compared with .9 percent at December 31, 2010. Covered loans included $1.5 billion in loans with negative-amortization payment options at December 31, 2011, compared with $1.6 billion at December 31, 2010. Other than covered loans, the Company does not have any residential mortgages with payment schedules that would cause balances to increase over time.

Home equity and second mortgages were $18.1 billion at December 31, 2011, and included $5.2 billion of home equity lines in a first lien position and $12.9 billion of home equity and second mortgage loans and lines in a junior lien position. Loans and lines in a junior lien position at December 31, 2011, included approximately $3.7 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $9.2 billion where the Company did not service the related first lien loan. The Company was able to determine the status of the related first liens on approximately 65 percent of the total portfolio using information the Company has as the servicer of the first lien or information it received from its primary regulator on loans serviced by other large servicers. The Company uses this information to estimate the first lien status on the remainder of the portfolio. The Company also evaluates other indicators of credit risk for these junior lien loans and lines including delinquency, estimated average combined loan-to-value ratios and weighted average credit scores in making its assessment of credit risk, related loss estimates and determining the allowance for credit losses.

The following table provides a summary of delinquency statistics and other credit quality indicators for the Company’s junior lien positions at December 31, 2011:

 

    Junior Liens Behind        
(Dollars in Millions)  

Company Owned

or Serviced

First Lien

   

Third Party

First Lien

    Total  

Total

  $ 3,717      $ 9,166      $ 12,883   

Percent 30 – 89 days past due

    1.59     1.97     1.86

Percent 90 days or more past due

    .83     .93     .90

Weighted-average CLTV

    90     88     89

Weighted-average credit score

    761        757        759   

See the Analysis and Determination of the Allowance for Credit Losses section for additional information on how the Company determines the allowance for credit losses for loans in a junior lien position.

The decline in housing prices over the past several years has deteriorated the collateral support of the residential mortgage, home equity and second mortgage portfolios. However, the underwriting criteria the Company employs consider the relevant income and credit characteristics of the borrower, such that the collateral is not the primary source of repayment.

Credit card and other retail loans principally reflect the Company’s focus on consumers within its geographical footprint of branches and certain niche lending activities that are nationally focused. Approximately 69.8 percent of the Company’s credit card balances relate to cards originated through the Company’s branches or co-branded, travel and affinity programs that generally experience better credit quality performance than portfolios generated through other channels.

Tables 9, 10 and 11 provide a geographical summary of the residential mortgage, credit card and other retail loan portfolios, respectively.

Assets acquired by the Company in FDIC-assisted transactions included nonperforming loans and other loans with characteristics indicative of a high credit risk profile, including a substantial concentration in California, loans with negative-amortization payment options, and homebuilder and other construction finance loans. Because most of these loans are covered under loss sharing agreements with the FDIC, the Company’s financial exposure to losses from these assets is substantially reduced. To the extent actual losses exceed the Company’s estimates at acquisition, the Company’s financial risk would only be its share of those losses under the loss sharing agreements.

 

38   U.S. BANCORP


  TABLE 15   Delinquent Loan Ratios as a Percent of Ending Loan Balances

 

At December 31,

90 days or more past due excluding nonperforming loans

           2011      2010      2009      2008      2007  

Commercial

                  

Commercial

         .09      .15      .25      .15      .08

Lease financing

                   .02                           

Total commercial

         .08         .13         .22         .13         .07   

Commercial Real Estate

                  

Commercial mortgages

         .02                                 .02   

Construction and development

           .13         .01         .07         .36         .02   

Total commercial real estate

         .04                 .02         .11         .02   

Residential Mortgages (a)

         .98         1.63         2.80         1.55         .86   

Credit Card

         1.36         1.86         2.59         2.20         1.94   

Other Retail

                  

Retail leasing

         .02         .05         .11         .16         .10   

Other

           .43         .49         .57         .45         .37   

Total other retail (b)

           .38         .45         .53         .42         .33   

Total loans, excluding covered loans

           .43         .61         .88         .56         .38   

Covered Loans

           6.15         6.04         3.59         5.25           

Total loans

           .84      1.11      1.19      .84      .38

At December 31,

90 days or more past due including nonperforming loans

           2011      2010      2009      2008      2007  

Commercial

         .63      1.37      2.25      .82      .43

Commercial real estate

         2.55         3.73         5.22         3.34         1.02   

Residential mortgages (a)

         2.73         3.70         4.59         2.44         1.10   

Credit card

         2.65         3.22         3.43         2.69         2.06   

Other retail (b)

           .52         .58         .66         .47         .37   

Total loans, excluding covered loans

           1.54         2.19         2.87         1.57         .74   

Covered loans

           12.42         12.94         9.76         8.55           

Total loans

           2.30      3.17      3.64      2.00      .74

 

(a) Delinquent loan ratios exclude $2.6 billion, $2.6 billion, $2.2 billion, $1.1 billion, and $.6 billion at December 31, 2011, 2010, 2009, 2008 and 2007, respectively, of loans purchased from Government National Mortgage Association ("GNMA") mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Including these loans, the ratio of residential mortgages 90 days or more past due including all nonperforming loans was 9.84 percent, 12.28 percent, 12.86 percent, 6.95 percent, and 3.78 percent at December 31, 2011, 2010, 2009, 2008, and 2007, respectively.
(b) Beginning in 2008, delinquent loan ratios exclude student loans that are guaranteed by the federal government. Including these loans, the ratio of total other retail loans 90 days or more past due including nonperforming loans was .99 percent, 1.04 percent, .91 percent, and .64 percent at December 31, 2011, 2010, 2009, and 2008, respectively.

 

Loan Delinquencies Trends in delinquency ratios are an indicator, among other considerations, of credit risk within the Company’s loan portfolios. The entire balance of an account is considered delinquent if the minimum payment contractually required to be made is not received by the specified date on the billing statement. The Company measures delinquencies, both including and excluding nonperforming loans, to enable comparability with other companies. Delinquent loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments of principal and interest are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs, are excluded from delinquency statistics. In addition, in certain situations, a consumer lending customer’s account may be re-aged to remove it from delinquent status. Generally, the purpose of re-aging accounts is to assist customers who have recently overcome temporary financial difficulties, and have demonstrated both the ability and willingness to resume regular payments. To qualify for re-aging, the account must have been open for at least nine months and cannot have been re-aged during the preceding 365 days. An account may not be re-aged more than two times in a five-year period. To qualify for re-aging, the customer must also have made three regular minimum monthly payments within the last 90 days. In addition, the Company may re-age the consumer lending account of a customer who has experienced longer-term financial difficulties and apply modified, concessionary terms and conditions to the account. Such additional re-ages are limited to one in a five-year period and must meet the qualifications for re-aging described above. All re-aging strategies must be independently approved by the Company’s credit administration function. Commercial lending loans are generally not subject to re-aging policies.

Accruing loans 90 days or more past due totaled $1.8 billion ($843 million excluding covered loans) at

 

U.S. BANCORP     39   


December 31, 2011, compared with $2.2 billion ($1.1 billion excluding covered loans) at December 31, 2010, and $2.3 billion ($1.5 billion excluding covered loans) at December 31, 2009. The $251 million (22.9 percent) decrease, excluding covered loans, reflected a moderation in the level of stress in economic conditions during 2011. These loans are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, are in the process of collection and are reasonably expected to result in repayment or restoration to current status, or are managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines. The ratio of accruing loans 90 days or more past due to total loans was .84 percent (.43 percent excluding covered loans) at December 31, 2011, compared with 1.11 percent (.61 percent excluding covered loans) at December 31, 2010, and 1.19 percent (.88 percent excluding covered loans) at December 31, 2009.

The following table provides summary delinquency information for residential mortgages, credit card and other retail loans included in the consumer lending segment:

 

    Amount      As a Percent of Ending
Loan Balances
 

At December 31

(Dollars in Millions)

  2011      2010            2011     2010  

Residential Mortgages (a)

             

30-89 days

  $ 404       $ 456             1.09     1.48

90 days or more

    364         500             .98        1.63   

Nonperforming

    650         636             1.75        2.07   

Total

  $ 1,418       $ 1,592             3.82     5.18

Credit Card

             

30-89 days

  $ 238       $ 269             1.37     1.60

90 days or more

    236         313             1.36        1.86   

Nonperforming

    224         228             1.29        1.36   

Total

  $ 698       $ 810             4.02     4.82

Other Retail

             

Retail Leasing

             

30-89 days

  $ 10       $ 17             .19     .37

90 days or more

    1         2             .02        .05   

Nonperforming

                                 

Total

  $ 11       $ 19             .21     .42

Home Equity and Second Mortgages

             

30-89 days

  $ 162       $ 175             .90     .93

90 days or more

    133         148             .73        .78   

Nonperforming

    40         36             .22        .19   

Total

  $ 335       $ 359             1.85     1.90

Other (b)

             

30-89 days

  $ 168       $ 212             .68     .85

90 days or more

    50         66             .20        .26   

Nonperforming

    27         29             .11        .12   

Total

  $ 245       $ 307             .99     1.23

 

(a) Excludes $2.6 billion at December 31, 2011, and 2010, of loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest.
(b) Includes revolving credit, installment, automobile and student loans.

The following table provides information on delinquent and nonperforming consumer lending loans as a percent of ending loan balances, by channel:

 

    Consumer Finance     Other Consumer Lending  
At December 31   2011     2010            2011     2010  

Residential Mortgages (a)

            

30-89 days

    1.87     2.38          .67     .95

90 days or more

    1.71        2.26             .59        1.24   

Nonperforming

    2.50        2.99             1.35        1.52   

Total

    6.08     7.63          2.61     3.71

Credit Card

            

30-89 days

                 1.37     1.60

90 days or more

                       1.36        1.86   

Nonperforming

                       1.29        1.36   

Total

                 4.02     4.82

Other Retail

            

Retail Leasing

            

30-89 days

                 .19     .37

90 days or more

                       .02        .05   

Nonperforming

                                

Total

                 .21     .42

Home Equity and Second Mortgages

            

30-89 days

    2.01     1.98          .73     .76

90 days or more

    1.42        1.82             .63        .62   

Nonperforming

    .21        .20             .22        .19   

Total

    3.64     4.00          1.58     1.57

Other (b)

            

30-89 days

    4.92     4.42          .60     .77

90 days or more

    .90        .68             .19        .25   

Nonperforming

                       .11        .12   

Total

    5.82     5.10          .90     1.14

 

(a) Excludes loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest.
(b) Includes revolving credit, installment, automobile and student loans.

Within the consumer finance division at December 31, 2011, approximately $363 million and $63 million of these delinquent residential mortgages and home equity and other retail loans, respectively, were to customers that may be defined as sub-prime borrowers, compared with $412 million and $75 million, respectively, at December 31, 2010.

The following table provides summary delinquency information for covered loans:

 

At December 31

(Dollars in Millions)

  Amount              As a Percent of Ending   
Loan Balances   
 
  2011      2010               2011     2010   

30-89 days

  $ 362       $ 757               2.45     4.19

90 days or more

    910         1,090               6.15        6.04   

Nonperforming

    926         1,244               6.26        6.90   

Total

  $ 2,198       $ 3,091               14.86     17.13

 

 

40   U.S. BANCORP


Restructured Loans  In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. In most cases the modification is either a concessionary reduction in interest rate, extension of the maturity date or reduction in the principal balance that would otherwise not be considered. Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in the payments to be received. TDRs accrue interest if the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

Troubled Debt Restructurings The Company continues to work with customers to modify loans for borrowers who are experiencing financial difficulties, including those acquired through FDIC-assisted acquisitions. Many of the Company’s TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes. The modifications vary within each of the Company’s loan classes. Commercial lending segment TDRs generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate. The Company may also work with the borrower to make other changes to the loan to mitigate losses, such as obtaining additional collateral and/or guarantees to support the loan.

The Company has also implemented certain residential mortgage loan restructuring programs that may result in TDRs. The Company participates in the U.S. Department of the Treasury Home Affordable Modification Program (“HAMP”). HAMP gives qualifying homeowners an opportunity to permanently modify their loan and achieve more affordable monthly payments, with the U.S. Department of the Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program. The Company also modifies residential mortgage loans under Federal Housing Administration, Department of Veterans Affairs, or other internal programs. Under these programs, the Company provides concessions to qualifying borrowers experiencing financial difficulties. The concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extensions of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement and the loan documents are not modified until that time. Loans that require a trial period arrangement are reported as TDRs when offered to a borrower.

Credit card and other retail loan modifications are generally part of distinct restructuring programs. The Company offers a workout program providing customers modification solutions over a specified time period, generally up to 60 months. The Company also provides modification programs to qualifying customers experiencing a temporary financial hardship in which reductions are made to monthly required minimum payments for up to 12 months.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for purposes of the Company’s accounting and disclosure if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with modifications on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under the loss sharing agreements.

During 2011, the Company adopted new accounting guidance that provided clarification to the scope of determining whether loan modifications should be considered TDRs. The adoption of this guidance resulted in additional restructurings being considered TDRs, but did not have a material impact on the Company’s allowance for credit losses.

Short-term Modifications The Company makes short-term modifications that it does not consider to be TDRs in limited circumstances to assist borrowers experiencing temporary hardships. Consumer lending programs include payment reductions, deferrals of up to three past due payments, and the ability to return to current status if the borrower makes required payments. The Company may also make short-term modifications to commercial lending loans, with the most common modification being an extension of the maturity date of three months or less. Such extensions generally are used when the maturity date is imminent and the borrower is experiencing some level of financial stress, but the Company believes the borrower will pay all contractual amounts owed. These short-term modifications made were not material.

 

U.S. BANCORP     41   


The following table provides a summary of TDRs by loan class, including the delinquency status for TDRs that continue to accrue interest and TDRs included in nonperforming assets:

 

          As a Percent of Performing TDRs                

At December 31, 2011

(Dollars in Millions)

  Performing
TDRs
    30-89 Days
Past Due
     90 Days or more
Past Due
     Nonperforming
TDRs
     Total
TDRs
 

Commercial

  $ 345        4.1      1.3    $ 110 (a)     $ 455   

Commercial real estate

    537        1.0                 341 (b)       878   

Residential mortgages

    2,002        6.3         5.7         169         2,171 (d) 

Credit card

    360        11.3         9.7         224 (c)       584   

Other retail

    121        9.4         7.2         27 (c)       148 (e) 

TDRs, excluding GNMA and covered loans

    3,365        5.9         4.8         871         4,236   

Loans purchased from GNMA mortgage pools

    1,265        12.1         27.5                 1,265 (f) 

Covered loans

    244        2.2         4.1         254         498   

Total

  $ 4,874        7.3      10.7    $ 1,125       $ 5,999   

 

(a) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months) and small business credit cards with a modified rate equal to 0 percent.
(b) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months).
(c) Primarily represents loans with a modified rate equal to 0 percent.
(d) Includes $75 million of residential mortgage loans in trial period arrangements at December 31, 2011.
(e) Includes $3 million of home equity and second mortgage loans in trial period arrangements at December 31, 2011.
(f) Includes $207 million of Federal Housing Association and Department of Veterans Affairs residential mortgage loans in trial period arrangements at December 31, 2011.

 

Nonperforming Assets The level of nonperforming assets represents another indicator of the potential for future credit losses. Nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms or those that have not met the performance period required to return to accrual status, other real estate and other nonperforming assets owned by the Company. Nonperforming assets are generally either originated by the Company or acquired under FDIC loss sharing agreements that substantially reduce the risk of credit losses to the Company. Interest payments collected from assets on nonaccrual status are typically applied against the principal balance and not recorded as income.

At December 31, 2011, total nonperforming assets were $3.8 billion, compared with $5.0 billion at December 31, 2010 and $5.9 billion at December 31, 2009. Excluding covered assets, nonperforming assets were $2.6 billion at December 31, 2011, compared with $3.4 billion at December 31, 2010 and $3.9 billion at December 31, 2009. The $777 million (23.2 percent) decrease in nonperforming assets, excluding covered assets, from December 31, 2010 to December 31, 2011, was primarily driven by reductions in construction and development nonperforming loans and by improvement in the other commercial and commercial mortgage portfolios. These decreases were partially offset by higher nonperforming residential mortgages as stress continued in the residential mortgage portfolios due to the decline in home values. Nonperforming covered assets at December 31, 2011 were $1.2 billion, compared with $1.7 billion at December 31, 2010 and $2.0 billion at December 31, 2009. These assets are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company. In addition, the majority of the nonperforming covered assets were considered credit-impaired at acquisition and recorded at their estimated fair value at acquisition. The ratio of total nonperforming assets to total loans and other real estate was 1.79 percent (1.32 percent excluding covered assets) at December 31, 2011, compared with 2.55 percent (1.87 percent excluding covered assets) at December 31, 2010 and 3.02 percent (2.25 percent excluding covered assets) at December 31, 2009.

Other real estate, excluding covered assets, was $404 million at December 31, 2011, compared with $511 million at December 31, 2010 and $437 million at December 31, 2009, and was related to foreclosed properties that previously secured loan balances.

 

42   U.S. BANCORP


  TABLE 16   Nonperforming Assets (a)

 

 

At December 31 (Dollars in Millions)

  2011      2010      2009      2008      2007  

Commercial

             

Commercial

  $ 280       $ 519       $ 866       $ 290       $ 128   

Lease financing

    32         78         125         102         53   

Total commercial

    312         597         991         392         181   

Commercial Real Estate

             

Commercial mortgages

    354         545         581         294         84   

Construction and development

    545         748         1,192         780         209   

Total commercial real estate

    899         1,293         1,773         1,074         293   

Residential Mortgages (b)

    650         636         467         210         54   

Credit Card

    224         228         142         67         14   

Other Retail

             

Retail leasing

                                      

Other

    67         65         62         25         15   

Total other retail

    67         65         62         25         15   

Total nonperforming loans, excluding covered loans

    2,152         2,819         3,435         1,768         557   

Covered Loans

    926         1,244         1,350         369           

Total nonperforming loans

    3,078         4,063         4,785         2,137         557   

Other Real Estate (c)(d)

    404         511         437         190         111   

Covered Other Real Estate (d)

    274         453         653         274           

Other Assets

    18         21         32         23         22   

Total nonperforming assets

  $ 3,774       $ 5,048       $ 5,907       $ 2,624       $ 690   

Total nonperforming assets, excluding covered assets

  $ 2,574       $ 3,351       $ 3,904       $ 1,981       $ 690   

Excluding covered assets:

             

Accruing loans 90 days or more past due (b)

  $ 843       $ 1,094       $ 1,525       $ 967       $ 584   

Nonperforming loans to total loans

    1.10      1.57      1.99      1.02      .36

Nonperforming assets to total loans plus other real estate (c)

    1.32      1.87      2.25      1.14      .45

Including covered assets:

             

Accruing loans 90 days or more past due (b)

  $ 1,753       $ 2,184       $ 2,309       $ 1,554       $ 584   

Nonperforming loans to total loans

    1.47      2.06      2.46      1.16      .36

Nonperforming assets to total loans plus other real estate (c)

    1.79      2.55      3.02      1.42      .45

Changes in Nonperforming Assets

         
(Dollars in Millions)   Commercial and
Commercial
Real Estate
    Credit Card,
Other Retail
and Residential
Mortgages (f)
     Covered
Assets
     Total  

Balance December 31, 2010

  $ 2,204      $ 1,147       $ 1,697       $ 5,048   

Additions to nonperforming assets

         

New nonaccrual loans and foreclosed properties

    1,514        750         626         2,890   

Advances on loans

    68                5         73   

Total additions

    1,582        750         631         2,963   

Reductions in nonperforming assets

         

Paydowns, payoffs

    (677     (332      (453      (1,462

Net sales

    (463     (70      (385      (918

Return to performing status

    (246     (91      (291      (628

Net charge-offs (e)

    (925     (305      1         (1,229

Total reductions

    (2,311     (798      (1,128      (4,237

Net additions to (reductions in) nonperforming assets

    (729     (48      (497      (1,274

Balance December 31, 2011

  $ 1,475      $ 1,099       $ 1,200       $ 3,774   

 

(a) Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.
(b) Excludes $2.6 billion, $2.6 billion, $2.2 billion, $1.1 billion and $.6 billion at December 31, 2011, 2010, 2009, 2008 and 2007, respectively, of loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest, as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
(c) Foreclosured GNMA loans of $692 million, $575 million, $359 million, $209 million and $102 million at December 31, 2011, 2010, 2009, 2008 and 2007, respectively, continue to accrue interest and are recorded as other assets and excluded from nonperforming assets because they are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
(d) Includes equity investments in entities whose principal assets are other real estate owned.
(e) Charge-offs exclude actions for certain card products and loan sales that were not classified as nonperforming at the time the charge-off occurred.
(f) Residential mortgage information excludes changes related to residential mortgages serviced by others.

 

U.S. BANCORP     43   


  TABLE 17   Net Charge-Offs as a Percent of Average Loans Outstanding

 

Year Ended December 31   2011      2010      2009      2008      2007  

Commercial

             

Commercial

    .76      1.80      1.60      .53      .24

Lease financing

    .96         1.47         2.82         1.36         .61   

Total commercial

    .79         1.76         1.75         .63         .29   

Commercial Real Estate

             

Commercial mortgages

    .73         1.23         .42         .15         .06   

Construction and development

    4.20         6.32         5.35         1.48         .11   

Total commercial real estate

    1.40         2.47         1.82         .55         .08   

Residential Mortgages

    1.45         1.97         2.00         1.01         .28   

Credit Card (a)

    5.19         7.32         6.90         4.73         3.34   

Other Retail

             

Retail leasing

            .27         .74         .65         .25   

Home equity and second mortgages

    1.66         1.72         1.75         1.01         .46   

Other

    1.20         1.68         1.85         1.39         .96   

Total other retail

    1.25         1.56         1.69         1.15         .64   

Total loans, excluding covered loans

    1.53         2.41         2.23         1.10         .54   

Covered Loans

    .07         .09         .09         .38           

Total loans

    1.41      2.17      2.08      1.10      .54

 

(a) Net charge-off as a percent of average loans outstanding, excluding portfolio purchases where the acquired loans were recorded at fair value at the purchase date, were 5.36 percent, 7.99 percent and 7.14 percent for the years ended December 31, 2011, 2010 and 2009, respectively.

 

The following table provides an analysis of OREO, excluding covered assets, as a percent of their related loan balances, including geographical location detail for residential (residential mortgage, home equity and second mortgage) and commercial (commercial and commercial real estate) loan balances:

 

At December 31,

(Dollars in Millions)

  Amount               As a Percent of Ending
Loan Balances
 
  2011        2010               2011      2010  

Residential

                   

Minnesota

  $ 22         $ 28                .39      .53

California

    16           21                .22         .34   

Illinois

    10           16                .31         .57   

Colorado

    10           9                .27         .27   

Missouri

    7           10                .26         .39   

All other states

    86           134                .26         .46   

Total residential

    151           218                .27         .44   

Commercial

                   

Nevada

    44           58                3.13         3.93   

California

    26           23                .18         .18   

Connecticut

    25                          4.78           

Ohio

    18           20                .38         .48   

Arizona

    16           14                1.41         1.50   

All other states

    124           178                .18         .28   

Total commercial

    253           293                .27         .35   

Total OREO

  $ 404         $ 511                .21      .29

Analysis of Loan Net Charge-Offs Total loan net charge-offs were $2.8 billion in 2011, compared with $4.2 billion in 2010 and $3.9 billion in 2009. The ratio of total loan net charge-offs to average loans was 1.41 percent in 2011, compared with 2.17 percent in 2010 and 2.08 percent in 2009. The decrease in total net charge-offs in 2011, compared with 2010, was principally due to stabilizing economic conditions. Total net charge-offs peaked for the Company in the first quarter of 2010 and have trended lower since.

Commercial and commercial real estate loan net charge-offs for 2011 were $904 million (1.04 percent of average loans outstanding), compared with $1.7 billion (2.06 percent of average loans outstanding) in 2010 and $1.5 billion (1.78 percent of average loans outstanding) in 2009. The decrease in net charge-offs in 2011, compared with 2010, reflected the impact of efforts to resolve and reduce exposure to problem assets in the Company’s commercial real estate portfolios and improvement in the other commercial portfolios due to the stabilizing economy. The increase in net charge-offs in 2010, compared with 2009, reflected the weakening economy and rising unemployment throughout most of 2009, which affected the residential housing markets, including homebuilding and related industries, commercial real estate properties and other commercial loans.

Residential mortgage loan net charge-offs for 2011 were $489 million (1.45 percent of average loans outstanding), compared with $546 million (1.97 percent of average loans outstanding) in 2010 and $489 million (2.00 percent of average loans outstanding) in 2009. Credit card loan net charge-offs for 2011 were $834 million (5.19 percent of average loans outstanding), compared with $1.2 billion (7.32 percent of average loans outstanding) in 2010 and $1.0 billion (6.90 percent of average loans outstanding) in

 

44   U.S. BANCORP


2009. Other retail loan net charge-offs for 2011 were $604 million (1.25 percent of average loans outstanding), compared with $745 million (1.56 percent of average loans outstanding) in 2010 and $797 million (1.69 percent of average loans outstanding) in 2009. The decrease in total residential mortgage, credit card and other retail loan net charge-offs in 2011, compared with 2010, reflected the impact of more stable economic conditions. The increase in total residential mortgage, credit card and other retail loan net charge-offs in 2010, compared with 2009, reflected the adverse impact of economic conditions on consumers, as higher unemployment levels increased losses in the prime-based residential mortgage and credit card portfolios.

The following table provides an analysis of net charge-offs as a percent of average loans outstanding managed by the consumer finance division, compared with other consumer lending loans:

 

    Average Loans            

Percent of

Average
Loans

 

Year Ended December 31

(Dollars in Millions)

  2011      2010             2011     2010  

Consumer Finance

              

Residential mortgages

  $ 12,302       $ 10,739              2.77     3.63

Home equity and second mortgages

    2,457         2,479              4.27        5.28   

Other

    517         603              3.48        3.65   

Other Consumer Lending

              

Residential mortgages

  $ 21,409       $ 16,965              .69     .92

Home equity and second mortgages

    16,098         16,806              1.26        1.19   

Other

    24,199         23,393              1.15        1.62   

Total Company

              

Residential mortgages

  $ 33,711       $ 27,704              1.45     1.97

Home equity and second mortgages

    18,555         19,285              1.66        1.72   

Other (a)

    24,716         23,996              1.20        1.68   

 

(a) Includes revolving credit, installment, automobile and student loans.

The following table provides further information on net charge-offs as a percent of average loans outstanding for the consumer finance division:

 

    Average Loans            

Percent of

Average Loans

 
Year Ended December 31
(Dollars in Millions)
  2011      2010             2011     2010  

Residential mortgages

              

Sub-prime borrowers

  $ 1,975       $ 2,300              6.18     6.39

Other borrowers

    10,327         8,439              2.12        2.88   

Total

  $ 12,302       $ 10,739              2.77     3.63

Home equity and second mortgages

              

Sub-prime borrowers

  $ 491       $ 575              9.16     10.26

Other borrowers

    1,966         1,904              3.05        3.78   

Total

  $ 2,457       $ 2,479              4.27     5.28

 

Analysis and Determination of the Allowance for Credit Losses The allowance for credit losses reserves for probable and estimable losses incurred in the Company’s loan and lease portfolio, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC. The allowance for credit losses is increased through provisions charged to operating earnings and reduced by net charge-offs. Management evaluates the allowance each quarter to ensure it appropriately reserves for incurred losses. The evaluation of each element and the overall allowance is based on a continuing assessment of problem loans, recent loss experience and other factors, including regulatory guidance and economic conditions. Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments, which is included in other liabilities in the Consolidated Balance Sheet. Both the allowance for loan losses and the liability for unfunded credit commitments are included in the Company’s analysis of credit losses and reported reserve ratios.

At December 31, 2011, the allowance for credit losses was $5.0 billion (2.39 percent of total loans and 2.52 percent of loans excluding covered loans), compared with an allowance of $5.5 billion (2.81 percent of total loans and 3.03 percent of loans excluding covered loans) at December 31, 2010. The ratio of the allowance for credit losses to nonperforming loans was 163 percent (228 percent excluding covered loans) at December 31, 2011, compared with 136 percent (192 percent excluding covered loans) at December 31, 2010. The ratio of the allowance for credit losses to annual loan net charge-offs at December 31, 2011, was 176 percent, compared with 132 percent at December 31, 2010, as net charge-offs continue to decline due to stabilizing economic conditions. Management determined the allowance for credit losses was appropriate at December 31, 2011.

 

U.S. BANCORP     45   


  TABLE 18   Summary of Allowance for Credit Losses

 

(Dollars in Millions)   2011      2010      2009      2008      2007  

Balance at beginning of year

  $ 5,531       $ 5,264       $ 3,639       $ 2,260       $ 2,256   

Charge-Offs

             

Commercial

             

Commercial

    423         784         769         282         154   

Lease financing

    93         134         227         113         63   

Total commercial

    516         918         996         395         217   

Commercial real estate

             

Commercial mortgages

    231         333         103         34         16   

Construction and development

    312         538         516         139         10   

Total commercial real estate

    543         871         619         173         26   

Residential mortgages

    502         554         493         236         63   

Credit card

    922         1,270         1,093         630         389   

Other retail

             

Retail leasing

    10         25         47         41         23   

Home equity and second mortgages

    327         348         347         185         82   

Other

    396         490         504         344         232   

Total other retail

    733         863         898         570         337   

Covered loans (a)

    13         20         12         5           

Total charge-offs

    3,229         4,496         4,111         2,009         1,032   

Recoveries

             

Commercial

             

Commercial

    74         48         30         27         52   

Lease financing

    36         43         40         26         28   

Total commercial

    110         91         70         53         80   

Commercial real estate

             

Commercial mortgages

    22         13         2         1         4   

Construction and development

    23         13         3                   

Total commercial real estate

    45         26         5         1         4   

Residential mortgages

    13         8         4         2         2   

Credit card

    88         70         62         65         69   

Other retail

             

Retail leasing

    10         13         11         6         7   

Home equity and second mortgages

    19         17         9         7         8   

Other

    100         88         81         56         70   

Total other retail

    129         118         101         69         85   

Covered loans (a)

    1         2         1                   

Total recoveries

    386         315         243         190         240   

Net Charge-Offs

             

Commercial

             

Commercial

    349         736         739         255         102   

Lease financing

    57         91         187         87         35   

Total commercial

    406         827         926         342         137   

Commercial real estate

             

Commercial mortgages

    209         320         101         33         12   

Construction and development

    289         525         513         139         10   

Total commercial real estate

    498         845         614         172         22   

Residential mortgages

    489         546         489         234         61   

Credit card

    834         1,200         1,031         565         320   

Other retail

             

Retail leasing

            12         36         35         16   

Home equity and second mortgages

    308         331         338         178         74   

Other

    296         402         423         288         162   

Total other retail

    604         745         797         501         252   

Covered loans (a)

    12         18         11         5           

Total net charge-offs

    2,843         4,181         3,868         1,819         792   

Provision for credit losses

    2,343         4,356         5,557         3,096         792   

Net change for credit losses to be reimbursed by the FDIC

    (17      92                           

Acquisitions and other changes

                    (64      102         4   

Balance at end of year

  $ 5,014       $ 5,531       $ 5,264       $ 3,639       $ 2,260   

Components

             

Allowance for loan losses, excluding losses to be reimbursed by the FDIC

  $ 4,678       $ 5,218       $ 5,079       $ 3,514       $ 2,058   

Allowance for credit losses to be reimbursed by the FDIC

    75         92                           

Liability for unfunded credit commitments

    261         221         185         125         202   

Total allowance for credit losses

  $ 5,014       $ 5,531       $ 5,264       $ 3,639       $ 2,260   

Allowance for Credit Losses as a Percentage of

             

Period-end loans, excluding covered loans

    2.52      3.03      3.04      2.09      1.47

Nonperforming loans, excluding covered loans

    228         192         153         206         406   

Nonperforming assets, excluding covered assets

    191         162         135         184         328   

Net charge-offs, excluding covered loans

    174         130         136         201         285   

Period-end loans

    2.39      2.81      2.70      1.97      1.47

Nonperforming loans

    163         136         110         170         406   

Nonperforming assets

    133         110         89         139         328   

Net charge-offs

    176         132         136         200         285   

 

Note: At December 31, 2011 and 2010, $1.8 billion and $2.2 billion, respectively, of the total allowance for credit losses related to incurred losses on credit card and other retail loans.
(a) Relates to covered loan charge-offs and recoveries not reimbursable by the FDIC.

 

46   U.S. BANCORP


  TABLE 19   Elements of the Allowance for Credit Losses

 

    Allowance Amount             Allowance as a Percent of Loans  
At December 31 (Dollars in Millions)   2011      2010      2009      2008      2007             2011     2010     2009     2008     2007  

Commercial

                             

Commercial

  $ 929       $ 992       $ 1,026       $ 782       $ 860              1.83     2.35     2.43     1.57     1.92

Lease financing

    81         112         182         208         146              1.37        1.83        2.78        3.03        2.34   

Total commercial

    1,010         1,104         1,208         990         1,006              1.78        2.28        2.48        1.75        1.97   

Commercial Real Estate

                             

Commercial mortgages

    850         929         548         258         150              2.87        3.41        2.17        1.10        .74   

Construction and development

    304         362         453         191         108              4.91        4.86        5.16        1.95        1.19   

Total commercial real estate

    1,154         1,291         1,001         449         258              3.22        3.72        2.94        1.35        .88   

Residential Mortgages

    927         820         672         524         131              2.50        2.67        2.58        2.22        .58   

Credit Card

    992         1,395         1,495         926         487              5.71        8.30        8.89        6.85        4.45   

Other Retail

                             

Retail leasing

    12         11         30         49         17              .23        .24        .66        .96        .28   

Home equity and second mortgages

    536         411         374         255         114              2.96        2.17        1.92        1.33        .69   

Other

    283         385         467         372         247              1.14        1.55        2.02        1.65        1.42   

Total other retail

    831         807         871         676         378              1.73        1.67        1.85        1.44        .95   

Covered Loans

    100         114         17         74                      .68        .63        .08        .66          

Total allowance

  $ 5,014       $ 5,531       $ 5,264       $ 3,639       $ 2,260              2.39     2.81     2.70     1.97     1.47

 

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. The Company currently uses an 11 year period of historical losses in considering actual loss experience. This timeframe and the results of the analysis are evaluated quarterly to determine the appropriateness. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price, or the fair value of the collateral for collateral-dependent loans. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, and historical losses, adjusted for current trends. The allowance established for commercial lending segment loans, was $2.2 billion at December 31, 2011, compared with $2.4 billion at December 31, 2010. The decrease in the allowance for commercial lending segment loans of $231 million at December 31, 2011, compared with December 31, 2010, reflected the impact of efforts by the Company to resolve and reduce exposure to problem assets in the commercial real estate portfolios and improvement in other commercial portfolios due to the stabilizing economy.

The allowance recorded for purchased impaired and TDR loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, delinquency status and historical losses, adjusted for current trends.

When evaluating the appropriateness of the allowance for credit losses for any loans and lines in a junior lien position, the Company considers the delinquency and modification status of the first lien. At December 31, 2011, the Company serviced the first lien on 29 percent of the home equity loans and lines in a junior lien position and receives information from its primary regulator on the status of the first liens that are serviced by other large servicers in the industry when the second lien is current. As a result, at December 31, 2011, the Company had information on the status of the first liens related to approximately 65 percent of the home equity loans and lines in a junior lien position. The Company uses this information to estimate the first lien status on the remainder of the portfolio. Regardless of whether or not the Company services the first lien, an assessment is made of economic conditions, problem loans, recent loss experience and other factors in determining the allowance for credit losses. At December 31, 2011, the Company knew the related first lien was delinquent or modified on $299 million of the home equity loans and lines in a junior lien position or 1.6 percent of the total home equity portfolio. Based on this information, the Company estimated $459 million or 2.5 percent of the total home equity portfolio at December 31, 2011, represented junior liens where the first lien was delinquent or modified. The Company uses historical loss experience on the loans and lines in a junior lien position where the first lien is serviced by the Company to establish loss estimates for junior liens and lines when they are current. The Company applies

 

U.S. BANCORP     47   


this estimate to the remaining portfolio of junior lien loans and lines where the first lien is serviced by others. Historically, the number of junior lien defaults in any period has been a small percentage of the total portfolio (for example, only 1.9 percent for the year ended December 31, 2011), and the long-term average loss rate on the small percentage of loans that default has been approximately 80 percent. In periods of economic stress such as the current environment, the Company has experienced loss severity rates in excess of 90 percent for junior liens that default. In addition, the Company obtains updated credit scores on its home equity portfolio each quarter and in some cases more frequently, and uses this information to qualitatively supplement its loss estimation methods. Credit score distributions for the portfolio are monitored monthly and any changes in the distribution are one of the factors considered in assessing the Company’s loss estimates. The allowance established for consumer lending segment loans was $2.8 billion at December 31, 2011, compared with $3.0 billion at December 31, 2010. The $272 million decrease in the allowance for consumer lending segment loans at December 31, 2011, compared with December 31, 2010, reflected the impact of more stable economic conditions.

The allowance for covered segment loans is evaluated each quarter in a manner similar to that described for non-covered loans, and represents any decreases in expected cash flows on those loans after the acquisition date. The provision for credit losses for covered segment loans considers the indemnification provided by the FDIC. The allowance established for covered segment loans was $100 million at December 31, 2011, compared with $114 million at December 31, 2010 and principally reflected anticipated credit losses to be reimbursed by the FDIC.

In addition, the evaluation of the appropriate allowance for credit losses for purchased non-impaired loans acquired after January 1, 2009, in the various loan segments considers credit discounts recorded as a part of the initial determination of the fair value of the loans. For these loans, no allowance for credit losses is recorded at the purchase date. Credit discounts representing the principal losses expected over the life of the loans are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for credit losses only when the required allowance, net of any expected reimbursement under any loss sharing agreements with the FDIC, exceeds any remaining credit discounts. The evaluation of the appropriate allowance for credit losses for purchased impaired loans in the various loan segments considers the expected cash flows to be collected from the borrower. These loans are initially recorded at fair value and therefore no allowance for credit losses is recorded at the purchase date. Subsequent to the purchase date, the expected cash flows of the impaired loans are subject to evaluation. Decreases in the present value of expected cash flows are recognized by recording an allowance for credit losses.

The Company’s methodology for determining the appropriate allowance for credit losses for all the loan segments also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards, internal review and other relevant business practices; and the regulatory environment. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each of the above loan segments. Table 19 shows the amount of the allowance for credit losses by loan segment, class and underlying portfolio category.

Although the Company determines the amount of each element of the allowance separately and considers this process to be an important credit management tool, the entire allowance for credit losses is available for the entire loan portfolio. The actual amount of losses incurred can vary significantly from the estimated amounts.

Residual Value Risk Management The Company manages its risk to changes in the residual value of leased assets through disciplined residual valuation setting at the inception of a lease, diversification of its leased assets, regular residual asset valuation reviews and monitoring of residual value gains or losses upon the disposition of assets. Commercial lease originations are subject to the same well-defined underwriting standards referred to in the “Credit Risk Management” section which includes an evaluation of the residual value risk. Retail lease residual value risk is mitigated further by originating longer-term vehicle leases and effective end-of-term marketing of off-lease vehicles.

Included in the retail leasing portfolio was approximately $3.4 billion of retail leasing residuals at December 31, 2011, compared with $2.9 billion at December 31, 2010. The Company monitors concentrations of leases by manufacturer and vehicle “make and model.” As of December 31, 2011, vehicle lease residuals related to sport utility vehicles were 53.1 percent of the portfolio, while upscale and mid-range vehicle classes represented approximately 17.2 percent and 16.6 percent of the portfolio, respectively. At year-end 2011, the largest vehicle-type concentration represented 7.0 percent of the aggregate residual value of the vehicles in the portfolio.

 

48   U.S. BANCORP


Because retail residual valuations tend to be less volatile for longer-term leases, relative to the estimated residual at inception of the lease, the Company actively manages lease origination production to achieve a longer-term portfolio. At December 31, 2011, the weighted-average origination term of the portfolio was 42 months, compared with 44 months at December 31, 2010. Since the beginning of 2009, used vehicle prices have increased substantially as sales of new vehicles were affected by the financial condition of the automobile manufacturers, various government programs and involvement with the manufacturers, and consumers preference for used, instead of new, vehicles due to uncertainty about the economy.

At December 31, 2011, the commercial leasing portfolio had $620 million of residuals, compared with $661 million at December 31, 2010. At year-end 2011, lease residuals related to trucks and other transportation equipment were 32.3 percent of the total residual portfolio. Business and office equipment represented 22.6 percent of the aggregate portfolio, while railcars represented 12.9 percent. No other concentrations of more than 10 percent existed at December 31, 2011.

Operational Risk Management Operational risk represents the risk of loss resulting from the Company’s operations, including, but not limited to, the risk of fraud by employees or persons outside the Company, unauthorized access to its computer systems, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of internal controls and in data security, compliance requirements, and business continuation and disaster recovery. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity.

The Company operates in many different businesses in diverse markets and relies on the ability of its employees and systems to process a high number of transactions. Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company’s objectives. In the event of a breakdown in the internal control system, unauthorized access or improper operation of systems, or improper employees’ actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation.

The Company manages operational risk through a risk management framework and its internal control processes. Within this framework, the Risk Management Committee of the Company’s Board of Directors provides oversight and assesses the most significant operational risks facing the Company within its business lines. Under the guidance of the Risk Management Committee, enterprise risk management personnel establish policies and interact with business lines to monitor significant operating risks on a regular basis. Business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities. Business managers maintain a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data. Business managers ensure the controls are appropriate and are implemented as designed.

Each business line within the Company has designated risk managers. These risk managers are responsible for, among other things, coordinating the completion of ongoing risk assessments and ensuring that operational risk management is integrated into business decision-making activities. The Company’s internal audit function validates the system of internal controls through regular and ongoing risk-based audit procedures and reports on the effectiveness of internal controls to executive management and the Audit Committee of the Board of Directors. Management also provides various operational risk related reporting to the Risk Management Committee of the Board of Directors.

Customer-related business conditions may also increase operational risk, or the level of operational losses in certain transaction processing business units, including merchant processing activities. Ongoing risk monitoring of customer activities and their financial condition and operational processes serve to mitigate customer-related operational risk. Refer to Note 22 of the Notes to Consolidated Financial Statements for further discussion on merchant processing. Business continuation and disaster recovery planning is also critical to effectively managing operational risks. Each business unit of the Company is required to develop, maintain and test these plans at least annually to ensure that recovery activities, if needed, can support mission critical functions, including technology, networks and data centers supporting customer applications and business operations.

While the Company believes it has designed effective methods to minimize operational risks, there is no absolute assurance that business disruption or operational losses would not occur in the event of a disaster. On an ongoing basis, management makes process changes and investments to enhance its systems of internal controls and business continuity and disaster recovery plans.

Interest Rate Risk Management In the banking industry, changes in interest rates are a significant risk that can impact earnings, market valuations and safety and soundness of an entity. To minimize the volatility of net interest income and the market value of assets and liabilities, the Company

 

U.S. BANCORP     49   


manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by its Asset Liability Committee (“ALCO”) and approved by the Board of Directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposure. The Company uses net interest income simulation analysis and market value of equity modeling for measuring and analyzing consolidated interest rate risk.

Net Interest Income Simulation Analysis One of the primary tools used to measure interest rate risk and the effect of interest rate changes on net interest income is simulation analysis. The monthly analysis incorporates substantially all of the Company’s assets and liabilities and off-balance sheet instruments, together with forecasted changes in the balance sheet and assumptions that reflect the current interest rate environment. Through this simulation, management estimates the impact on net interest income of a 200 basis point (“bps”) upward or downward gradual change of market interest rates over a one-year period. The simulation also estimates the effect of immediate and sustained parallel shifts in the yield curve of 50 bps as well as the effect of immediate and sustained flattening or steepening of the yield curve. This simulation includes assumptions about how the balance sheet is likely to be affected by changes in loan and deposit growth. Assumptions are made to project interest rates for new loans and deposits based on historical analysis, management’s outlook and re-pricing strategies. These assumptions are validated on a periodic basis. A sensitivity analysis is provided for key variables of the simulation. The results are reviewed by the ALCO monthly and are used to guide asset/liability management strategies.

The table below summarizes the projected impact to net interest income over the next 12 months of various potential interest rate changes. The Company manages its interest rate risk position by holding assets on the balance sheet with desired interest rate risk characteristics, implementing certain pricing strategies for loans and deposits and through the selection of derivatives and various funding and investment portfolio strategies. The Company manages the overall interest rate risk profile within policy limits. The ALCO policy limits the estimated change in net interest income in a gradual 200 bps rate change scenario to a 4.0 percent decline of forecasted net interest income over the next 12 months. At December 31, 2011 and 2010, the Company was within policy.

Market Value of Equity Modeling The Company also manages interest rate sensitivity by utilizing market value of equity modeling, which measures the degree to which the market values of the Company’s assets and liabilities and off-balance sheet instruments will change given a change in interest rates. Management measures the impact of changes in market interest rates under a number of scenarios, including immediate and sustained parallel shifts, and flattening or steepening of the yield curve. The ALCO policy limits the change in the market value of equity in a 200 bps parallel rate shock to a 15.0 percent decline. A 200 bps increase would have resulted in a 2.0 percent decrease in the market value of equity at December 31, 2011, compared with a 3.6 percent decrease at December 31, 2010. A 200 bps decrease, where possible given current rates, would have resulted in a 6.4 percent decrease in the market value of equity at December 31, 2011, compared with a 5.2 percent decrease at December 31, 2010.

The valuation analysis is dependent upon certain key assumptions about the nature of assets and liabilities with non-contractual maturities. Management estimates the average life and rate characteristics of asset and liability accounts based upon historical analysis and management’s expectation of rate behavior. Mortgage prepayment assumptions are based on many key variables, including current and projected interest rates compared with underlying contractual rates, the time since origination and period to next reset date if floating rate loans, and other factors including housing price indices and geography, which are updated regularly based on historical experience and forward market expectations. The balance and pricing assumptions of deposits that have no stated maturity are based on historical performance, the competitive environment, customer behavior, and product mix. These assumptions are validated on a periodic basis. A sensitivity analysis of key variables of the valuation analysis is provided to the ALCO monthly and is used to guide asset/liability management strategies.

 

Sensitivity of Net Interest Income

 

    December 31, 2011            December 31, 2010  
      Down 50 bps
Immediate
    

Up 50 bps

Immediate

   

Down 200 bps

Gradual

    

Up 200 bps

Gradual

          

Down 50 bps

Immediate

    

Up 50 bps

Immediate

   

Down 200 bps

Gradual

    

Up 200 bps

Gradual

 

Net interest income

    *         1.57     *         1.92          *         1.64     *         3.14

 

* Given the current level of interest rates, a downward rate scenario can not be computed.

 

50   U.S. BANCORP


Use of Derivatives to Manage Interest Rate and Other Risks To reduce the sensitivity of earnings to interest rate, prepayment, credit, price and foreign currency fluctuations (“asset and liability management positions”), the Company enters into derivative transactions. The Company uses derivatives for asset and liability management purposes primarily in the following ways:

 

 

To convert fixed-rate debt from fixed-rate payments to floating-rate payments;

 

 

To convert the cash flows associated with floating-rate loans and debt from floating-rate payments to fixed-rate payments;

 

 

To mitigate changes in value of the Company’s mortgage origination pipeline, funded mortgage loans held for sale and MSRs; and

 

 

To mitigate remeasurement volatility of foreign currency denominated balances.

To manage these risks, the Company may enter into exchange-traded and over-the-counter derivative contracts, including interest rate swaps, swaptions, futures, forwards and options. In addition, the Company enters into interest rate and foreign exchange derivative contracts to support the business requirements of its customers (“customer-related positions”). The Company minimizes the market and liquidity risks of customer-related positions by entering into similar offsetting positions with broker-dealers. The Company does not utilize derivatives for speculative purposes.

The Company does not designate all of the derivatives that it enters into for risk management purposes as accounting hedges because of the inefficiency of applying the accounting requirements and may instead elect fair value accounting for the related hedged items. In particular, the Company enters into U.S. Treasury futures, options on U.S. Treasury futures contracts, interest rate swaps and forward commitments to buy to-be-announced securities (“TBAs”) to mitigate fluctuations in the value of its MSRs, but does not designate those derivatives as accounting hedges.

Additionally, the Company uses forward commitments to sell TBAs and other commitments to sell residential mortgage loans at specified prices to economically hedge the interest rate risk in its residential mortgage loan production activities. At December 31, 2011, the Company had $14.6 billion of forward commitments to sell, hedging $6.9 billion of mortgage loans held for sale and $12.9 billion of unfunded mortgage loan commitments. The forward commitments to sell and the unfunded mortgage loan commitments are considered derivatives under the accounting guidance related to accounting for derivative instruments and hedging activities, and the Company has elected the fair value option for the mortgage loans held for sale.

Derivatives are subject to credit risk associated with counterparties to the contracts. Credit risk associated with derivatives is measured by the Company based on the probability of counterparty default. The Company manages the credit risk of its derivative positions by diversifying its positions among various counterparties, entering into master netting agreements where possible with its counterparties, requiring collateral agreements with credit-rating thresholds and, in certain cases, transferring the counterparty credit risk related to interest rate swaps to third parties through the use of risk participation agreements.

For additional information on derivatives and hedging activities, refer to Note 20 in the Notes to Consolidated Financial Statements.

Market Risk Management In addition to interest rate risk, the Company is exposed to other forms of market risk, principally related to trading activities which support customers’ strategies to manage their own foreign currency, interest rate risk and funding activities. The ALCO established the Market Risk Committee (“MRC”), which oversees market risk management. The MRC monitors and reviews the Company’s trading positions and establishes policies for market risk management, including exposure limits for each portfolio. The Company also manages market risk of non-trading business activities, including its MSRs and certain mortgage loans held for sale. The Company uses a Value at Risk (“VaR”) approach to measure general market risk. Theoretically, VaR represents the statistical risk of loss the Company has to adverse market movements over a one-day time horizon. The Company uses the Historical Simulation method to calculate VaR for its trading businesses measured at the ninety-ninth percentile using a one-year look-back period for distributions derived from past market data. The market factors used in the calculations include those pertinent to market risks inherent in the underlying trading portfolios, principally those that affect its investment grade bond trading business, foreign currency transaction business, client derivatives business, loan trading business and municipal securities business. On average, the Company expects the one-day VaR to be exceeded two to three times per year in each business. The Company monitors the effectiveness of its risk programs by back-testing the performance of its VaR models, regularly updating the historical data used by the VaR models and stress testing. If the Company were to experience market losses in excess of the estimated VaR more often than expected, the VaR models and associated assumptions would be analyzed and adjusted. The Company stress tests its market risk measurements to provide management with perspectives on market events that may not be captured by its VaR models, including worst case historical market movement combinations that have not necessarily occurred on the same date.

 

U.S. BANCORP     51   


The average, high and low VaR amounts for 2011 were $2 million, $4 million and $1 million, respectively, compared with $2 million, $5 million and $1 million, respectively, for 2010. There have been no incidents where the actual trading losses exceeded the bank-wide one-day VaR during 2011 and 2010.

Liquidity Risk Management The Company’s liquidity risk management process is designed to identify, measure, and manage the Company’s funding and liquidity risk to meet its daily funding needs and to address expected and unexpected changes in its funding requirements. The Company engages in various activities to manage its liquidity risk. These include diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity if needed. In addition, the Company’s profitable operations, sound credit quality and strong capital position have enabled it to develop a large and reliable base of core deposit funding within its market areas and in domestic and global capital markets.

The Risk Management Committee of the Company’s Board of Directors oversees the Company’s liquidity risk management process and approves the Company’s liquidity policy and contingency funding plan. The ALCO reviews and approves the Company’s liquidity policies and guidelines, and regularly assesses the Company’s ability to meet funding requirements arising from adverse company-specific or market events.

The Company’s liquidity policies require it to maintain diversified wholesale funding sources to avoid maturity, name and market concentrations. The Company operates a Grand Cayman branch for issuing Eurodollar time deposits. In addition, the Company has relationships with dealers to issue national market retail and institutional savings certificates and short-term and medium-term notes. The Company also maintains a significant correspondent banking network and relationships. Accordingly, the Company has access to national federal funds, funding through repurchase agreements and sources of stable, regionally-based certificates of deposit and commercial paper.

The Company regularly projects its funding needs under various stress scenarios and maintains contingency plans consistent with the Company’s access to diversified sources of contingent funding. The Company maintains a substantial level of total available liquidity in the form of on- and off-balance sheet funding sources. These include cash at the Federal Reserve, unencumbered liquid assets, such as U.S. Treasury and government agency mortgage-backed securities, and capacity to borrow at the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Discount Window. Unencumbered liquid assets in the Company’s available-for-sale and held-to-maturity investment portfolios provide asset liquidity through the Company’s ability to sell the securities or pledge and borrow against them. At December 31, 2011, unencumbered available-for-sale and held-to-maturity investment securities totaled $48.7 billion, compared with $22.6 billion at December 31, 2010. Refer to Table 13 and “Balance Sheet Analysis” for further information on investment securities maturities and trends. Asset liquidity is further enhanced by the Company’s ability to pledge loans to access secured borrowing facilities through the FHLB and Federal Reserve Bank. At December 31, 2011, the Company could have borrowed an additional $56.4 billion at the FHLB and Federal Reserve Bank based on collateral available for additional borrowings.

The Company’s diversified deposit base provides a sizeable source of relatively stable and low-cost funding, while reducing the Company’s reliance on the wholesale markets. Total deposits were $230.9 billion at December 31, 2011, compared with $204.3 billion at December 31, 2010,

 

  TABLE 20  Debt Ratings

 

      Moody’s     

Standard &

Poor’s

     Fitch     

Dominion

Bond

Rating Service

U.S. Bancorp

                

Short-term borrowings

            F1+      R-1 (middle)

Senior debt and medium-term notes

  Aa3      A      AA-      AA

Subordinated debt

  A1      A-      A+      AA (low)

Preferred stock

  A3      BBB+      A      A

Commercial paper

  P-1      A-1      F1+      R-1 (middle)

U.S. Bank National Association

                

Short-term time deposits

  P-1      A-1      F1+      R-1 (high)

Long-term time deposits

  Aa2      A+      AA      AA (high)

Bank notes

  Aa2/P-1      A+/A-1      AA-/F1+      AA (high)

Subordinated debt

  Aa3      A      A+      AA

Senior unsecured debt

  Aa2      A+      AA-      AA (high)

Commercial paper

  P-1      A-1      F1+      R-1 (high)

 

 

52   U.S. BANCORP


reflecting organic growth in core deposits and acquired balances. Refer to Table 14 and “Balance Sheet Analysis” for further information on deposit trends.

Additional funding is provided by long-term debt and short-term borrowings. Long-term debt was $32.0 billion at December 31, 2011, and is an important funding source because of its multi-year lending structure. Refer to Note 13 of the Notes to Consolidated Financial Statements for information on the terms and maturities of the Company’s long-term debt issuances and “Balance Sheet Analysis” for discussion on long-term debt trends. Short-term borrowings were $30.5 billion at December 31, 2011, and supplement the Company’s other funding sources. Refer to Note 12 of the Notes to Consolidated Financial Statements and “Balance Sheet Analysis” for information on the terms and trends of the Company’s short-term borrowings.

The Company’s ability to raise negotiated funding at competitive prices is influenced by rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Table 20 details the rating agencies’ most recent assessments.

In addition to assessing liquidity risk on a consolidated basis, the Company monitors the parent company’s liquidity. The parent company’s routine funding requirements consist primarily of operating expenses, dividends paid to shareholders, debt service, repurchases of common stock and funds used for acquisitions. The parent company obtains funding to meet its obligations from dividends collected from its subsidiaries and the issuance of debt securities. The Company maintains sufficient funding to meet expected parent company obligations, without access to the wholesale funding markets or dividends from subsidiaries, for 12 months when forecasted payments of common stock dividends are included and 24 months assuming dividends were reduced to zero. The parent company currently has available funds considerably greater than the amounts required to satisfy these conditions.

Under United States Securities and Exchange Commission rules, the parent company is classified as a “well-known seasoned issuer,” which allows it to file a registration statement that does not have a limit on issuance capacity. “Well-known seasoned issuers” generally include those companies with outstanding common securities with a market value of at least $700 million held by non-affiliated parties or those companies that have issued at least $1 billion in aggregate principal amount of non-convertible securities, other than common equity, in the last three years. However, the parent company’s ability to issue debt and other securities under a registration statement filed with the United States Securities and Exchange Commission under these rules is limited by the debt issuance authority granted by the Company’s Board of Directors and/or the ALCO policy.

At December 31, 2011, parent company long-term debt outstanding was $14.6 billion, compared with $13.0 billion at December 31, 2010. The $1.6 billion increase was primarily due to $2.3 billion of medium-term note issuances, partially offset by $.6 billion of junior subordinated debenture extinguishments. At December 31, 2011, there was $2.7 billion of parent company debt scheduled to mature in 2012. Future debt maturities may be met through medium-term note and capital security issuances and dividends from subsidiaries, as well as from parent company cash and cash equivalents.

Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval. The amount of dividends available to the parent company from its banking subsidiaries after meeting the regulatory capital requirements for well-capitalized banks was approximately $6.6 billion at December 31, 2011. For further information, see Note 23 of the Notes to Consolidated Financial Statements.

 

  TABLE 21   Contractual Obligations

 

    Payments Due By Period  
At December 31, 2011 (Dollars in Millions)  

One Year

or Less

      

Over One

Through

Three Years

      

Over Three

Through

Five Years

      

Over Five

Years

       Total  

Contractual Obligations (a)

                     

Long-term debt (b)

  $ 7,046         $ 7,496         $ 7,057         $ 10,354         $ 31,953   

Operating leases

    222           374           248           443           1,287   

Purchase obligations

    236           294           74           15           619   

Benefit obligations (c)

    38           79           81           202           400   

Time deposits

    28,688           9,061           4,664           88           42,501   

Contractual interest payments (d)

    5,136           1,848           1,033           8,004           16,021   

Total

  $ 41,366         $ 19,152         $ 13,157         $ 19,106         $ 92,781   

 

(a) Unrecognized tax positions of $479 million at December 31, 2011, are excluded as the Company cannot make a reasonably reliable estimate of the period of cash settlement with the respective taxing authority.
(b) Includes obligations under capital leases.
(c) Amounts only include obligations related to the unfunded non-qualified pension plans and post-retirement medical plan.
(d) Includes accrued interest and future contractual interest obligations.

 

U.S. BANCORP     53   


European Exposures Certain European countries have recently experienced severe credit deterioration. The Company does not hold sovereign debt of any European country, however the Company may have indirect exposure to sovereign debt through its investments in and transactions with European banks. At December 31, 2011, the Company had investments in perpetual preferred stock issued by European banks with amortized cost totaling $169 million and unrealized losses totaling $48 million. The Company also transacts with various European banks as counterparties to interest rate swaps and foreign currency transactions for its hedging and customer-related activities, however none of these banks are domiciled in the countries experiencing the most significant credit deterioration. These derivative transactions are subject to master netting and collateral support agreements which significantly limit the Company’s exposure to loss as they generally require daily posting of collateral. At December 31, 2011, the Company was in a net payable position to each of these European banks.

The Company has not bought or sold credit protection on the debt of any European country or any company domiciled in Europe, nor does it provide retail or commercial lending services in Europe. However, it does provide financing to domestic multinational corporations that generate revenue from customers in European countries. While an economic downturn in Europe could have a negative impact on these customers’ revenues, it is unlikely that any effect on the overall credit worthiness of these multinational corporations would be material to the Company. The Company also provides merchant processing services directly to merchants in Europe and through banking affiliations in Europe. The direct exposure to European banks or governments through this business is not material to the Company.

The money market funds managed by an affiliate of the Company do not have any investments in European sovereign debt. Other than an investment in a bank domiciled in the Netherlands, those funds also do not have any unsecured investments in banks domiciled in the Eurozone.

Off-Balance Sheet Arrangements Off-balance sheet arrangements include any contractual arrangement to which an unconsolidated entity is a party, under which the Company has an obligation to provide credit or liquidity enhancements or market risk support. Off-balance sheet arrangements also include any obligation under a variable interest held by an unconsolidated entity that provides financing, liquidity, credit enhancement or market risk support. The Company has not utilized private label asset securitizations as a source of funding.

Commitments to extend credit are legally binding and generally have fixed expiration dates or other termination clauses. Many of the Company’s commitments to extend credit expire without being drawn, and therefore, total commitment amounts do not necessarily represent future liquidity requirements or the Company’s exposure to credit loss. Commitments to extend credit also include consumer credit lines that are cancelable upon notification to the consumer. Total contractual amounts of commitments to extend credit at December 31, 2011 were $194.1 billion. The Company also issues various types of letters of credit, including standby and commercial. Total contractual amounts of letters of credit at December 31, 2011 were $19.6 billion. For more information on the Company’s commitments to extend credit and letters of credit, refer to Note 22 in the Notes to Consolidated Financial Statements.

The Company’s off-balance sheet arrangements with unconsolidated entities primarily consist of community-based tax-advantaged investments in affordable housing or business development entities that provide capital for communities located in low-income districts and for historic rehabilitation projects. In addition to providing investment returns, these arrangements in many cases assist the Company in complying with requirements of the Community Reinvestment Act. The investments in these entities generate a return primarily through the realization of federal and state income tax credits. The entities in which the Company invests are generally considered variable interest entities. The Company’s recorded investment in these entities as of December 31, 2011 was approximately $1.8 billion.

The Company also has non-controlling financial investments in private funds and partnerships considered variable interest entities. The Company’s recorded investment in these entities was approximately $47 million at December 31, 2011 and the Company had unfunded commitments to invest an additional $16 million. For more information on the Company’s interests in unconsolidated variable interest entities, refer to Note 8 in the Notes to Consolidated Financial Statements.

Guarantees are contingent commitments issued by the Company to customers or other third parties requiring the Company to perform if certain conditions exist or upon the occurrence or nonoccurrence of a specified event, such as a scheduled payment to be made under contract. The Company’s primary guarantees include commitments from securities lending activities in which indemnifications are provided to customers; indemnification or buy-back provisions related to sales of loans and tax credit investments; merchant charge-back guarantees through the Company’s involvement in providing merchant processing services; and minimum revenue guarantee arrangements. For certain guarantees, the Company may have access to collateral to support the guarantee, or through the exercise of other recourse provisions, be able to offset some or all of any payments made under these guarantees.

The Company and certain of its subsidiaries, along with other Visa U.S.A. Inc. member banks, have a contingent

 

54   U.S. BANCORP


guarantee obligation to indemnify Visa Inc. for potential losses arising from antitrust lawsuits challenging the practices of Visa U.S.A. Inc., MasterCard International, the Company and several other Visa U.S.A. Inc. member banks (the “Visa Litigation”). The indemnification by the Company and other Visa U.S.A. Inc. member banks has no maximum amount. Refer to Note 22 in the Notes to Consolidated Financial Statements for further details regarding guarantees, other commitments, and contingent liabilities, including maximum potential future payments and current carrying amounts.

Capital Management The Company is committed to managing capital to maintain strong protection for depositors and creditors and for maximum shareholder benefit. The Company continually assesses its business risks and capital position. The Company also manages its capital to exceed regulatory capital requirements for well-capitalized bank holding companies. To achieve these capital goals, the Company employs a variety of capital management tools, including dividends, common share repurchases, and the issuance of subordinated debt, non-cumulative perpetual preferred stock, common stock and other capital instruments.

The Company repurchased approximately 22 million shares of its common stock in 2011, compared with approximately 1 million shares in 2010. The average price paid for the shares repurchased in 2011 was $24.71 per share, compared with $23.88 per share in 2010. As of December 31, 2011, the Company had approximately 29 million shares that may yet be purchased under the current Board of Directors approved authorization. For a more complete analysis of activities impacting shareholders’ equity and capital management programs, refer to Note 15 of the Notes to Consolidated Financial Statements.

Total U.S. Bancorp shareholders’ equity was $34.0 billion at December 31, 2011, compared with $29.5 billion at December 31, 2010. The increase was primarily the result of corporate earnings, the issuance of $.7 billion of non-cumulative perpetual preferred stock to extinguish certain junior subordinated debentures and changes in unrealized gains and losses on available-for-sale investment securities included in other comprehensive income, partially offset by dividends and common share repurchases.

Banking regulators define minimum capital requirements for banks and financial services holding companies. These requirements are expressed in the form of a minimum Tier 1 capital ratio, total risk-based capital ratio, and Tier 1 leverage ratio. The minimum required level for these ratios is 4.0 percent, 8.0 percent, and 4.0 percent, respectively. The Company targets its regulatory capital levels, at both the bank and bank holding company level, to exceed the “well-capitalized” threshold for these ratios of 6.0 percent, 10.0 percent, and 5.0 percent, respectively. The most recent notification from the Office of the Comptroller of the Currency categorized each of the Company’s banks as “well-capitalized”, under the FDIC Improvement Act prompt corrective action provisions that are applicable to all banks. There are no conditions or events since that notification that management believes have changed the risk-based category of any covered subsidiary banks.

As an approved mortgage seller and servicer, U.S. Bank National Association, through its mortgage banking division, is required to maintain various levels of shareholders’ equity, as specified by various agencies, including the United States Department of Housing and Urban Development,

 

  TABLE 22   Regulatory Capital Ratios

 

At December 31 (Dollars in Millions)      2011      2010  

U.S. Bancorp

       

Tier 1 capital

     $ 29,173       $ 25,947   

As a percent of risk-weighted assets

       10.8      10.5

As a percent of adjusted quarterly average assets (leverage ratio)

       9.1      9.1

Total risk-based capital

     $ 36,067       $ 33,033   

As a percent of risk-weighted assets

       13.3      13.3

Bank Subsidiaries

       

U.S. Bank National Association

       

Tier 1 capital

       9.6      9.0

Total risk-based capital

       12.5         12.4   

Leverage

       8.1         7.7   

U.S. Bank National Association ND

       

Tier 1 capital

       13.4      14.1

Total risk-based capital

       16.4         17.2   

Leverage

       12.9         13.7   
Bank Regulatory Capital Requirements      Minimum      Well-
Capitalized
 

Tier 1 capital

       4.0      6.0

Total risk-based capital

       8.0         10.0   

Leverage

       4.0         5.0   

 

 

U.S. BANCORP     55   


  TABLE 23   Fourth Quarter Results

 

       Three Months Ended
December 31,
 
(Dollars and Shares in Millions, Except Per Share Data)      2011      2010  

Condensed Income Statement

       

Net interest income (taxable-equivalent basis) (a)

     $ 2,673       $ 2,499   

Noninterest income

       2,440         2,236   

Securities gains (losses), net

       (9      (14

Total net revenue

       5,104         4,721   

Noninterest expense

       2,696         2,485   

Provision for credit losses

       497         912   

Income before taxes

       1,911         1,324   

Taxable-equivalent adjustment

       56         53   

Applicable income taxes

       527         315   

Net income

       1,328         956   

Net (income) loss attributable to noncontrolling interests

       22         18   

Net income attributable to U.S. Bancorp

     $ 1,350       $ 974   

Net income applicable to U.S. Bancorp common shareholders

     $ 1,314       $ 951   

Per Common Share

       

Earnings per share

     $ .69       $ .50   

Diluted earnings per share

     $ .69       $ .49   

Dividends declared per share

     $ .125       $ .050   

Average common shares outstanding

       1,904         1,914   

Average diluted common shares outstanding

       1,911         1,922   

Financial Ratios

       

Return on average assets

       1.62      1.31

Return on average common equity

       16.8         13.7   

Net interest margin (taxable-equivalent basis) (a)

       3.60         3.83   

Efficiency ratio

       52.7         52.5   

 

(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.

 

Government National Mortgage Association, Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association. At December 31, 2011, U.S. Bank National Association met these requirements.

Table 22 provides a summary of capital ratios as of December 31, 2011 and 2010, including Tier 1 and total risk-based capital ratios, as defined by the regulatory agencies.

The Company believes certain capital ratios in addition to regulatory capital ratios are useful in evaluating its capital adequacy. The Company’s Tier 1 common equity (using Basel I definition) and tangible common equity, as a percent of risk-weighted assets, were 8.6 percent and 8.1 percent, respectively, at December 31, 2011, compared with 7.8 percent and 7.2 percent, respectively, at December 31, 2010. The Company’s tangible common equity divided by tangible assets was 6.6 percent at December 31, 2011, compared with 6.0 percent at December 31, 2010. Additionally, the Company’s Tier 1 common as a percent of risk-weighted assets, under the anticipated Basel III definition as if fully implemented, was 8.2 percent at December 31, 2011, compared with 7.3 percent at December 31, 2010. Refer to “Non-GAAP Financial Measures” for further information regarding the calculation of these ratios.

Fourth Quarter Summary

The Company reported net income attributable to U.S. Bancorp of $1.4 billion for the fourth quarter of 2011, or $.69 per diluted common share, compared with $974 million, or $.49 per diluted common share, for the fourth quarter of 2010. Return on average assets and return on average common equity were 1.62 percent and 16.8 percent, respectively, for the fourth quarter of 2011, compared with returns of 1.31 percent and 13.7 percent, respectively, for the fourth quarter of 2010. Significant items in the fourth quarter 2011 that impact the comparison of results included the $263 million merchant settlement gain, the $130 million expense accrual related to mortgage servicing matters, a provision for credit losses less than net charge-offs by $125 million and net securities losses of $9 million. Included in the fourth quarter 2010 results were the $103 million ($41 million after tax) Nuveen gain, a provision for credit losses less than net charge-offs by $25 million and net securities losses of $14 million.

Total net revenue, on a taxable-equivalent basis for the fourth quarter of 2011, was $383 million (8.1 percent) higher than the fourth quarter of 2010, reflecting a 7.0 percent increase in net interest income and a 9.4 percent increase in

 

56   U.S. BANCORP


total noninterest income. The increase in net interest income from 2010 was largely the result of an increase in average earning assets and continued growth in lower cost core deposit funding. Noninterest income increased over a year ago, primarily due to higher mortgage banking revenue, deposit service charges, merchant processing revenue, commercial products revenue and the impact of the merchant settlement gain, partially offset by a reduction in debit card interchange fees as a result of recent legislation.

Fourth quarter 2011 net interest income, on a taxable-equivalent basis, was $2.7 billion, compared with $2.5 billion in the fourth quarter of 2010. The $174 million (7.0 percent) increase was principally the result of growth in average earning assets and lower cost core deposit funding. Average earning assets for the fourth quarter of 2011 increased over the fourth quarter of 2010 by $35.3 billion (13.6 percent), driven by increases of $19.0 billion (38.2 percent) in investment securities, $11.6 billion (5.9 percent) in loans and $6.3 billion (95.4 percent) in other earning assets, which primarily reflected an increase in cash balances held at the Federal Reserve. The net interest margin in the fourth quarter of 2011 was 3.60 percent, compared with 3.83 percent in the fourth quarter of 2010, reflecting higher planned balances in investment securities held for liquidity purposes and growth in cash balances held at the Federal Reserve.

Noninterest income in the fourth quarter of 2011 was $2.4 billion, compared with $2.2 billion in the same period of 2010, an increase of $209 million (9.4 percent). The increase was primarily due to a $151 million (51.2 percent) increase in other income, which was higher due to the merchant settlement gain, partially offset by the impact of the Nuveen gain recorded in the fourth quarter of 2010. Deposit service charges increased $27 million (18.8 percent), reflecting product redesign initiatives, as well as higher transaction volume and account growth. Commercial products revenue was $12 million (5.8 percent) higher, a result of higher syndication fees and other commercial loan fees. Mortgage banking revenue increased $53 million (21.2 percent) over the fourth quarter of 2010, principally due to higher origination and sales revenue. Offsetting these positive variances was a $9 million (1.1 percent) decrease in payments-related revenue as an increase in merchant processing revenue, primarily due to increased volume, new business initiatives including new fees for required tax reporting, legislative-mitigation efforts and the reversal of an accrual for a revenue sharing agreement termination, was more than offset by a decline in credit and debit card revenue due to the impact of legislative-related changes to debit card interchange fees. Trust and investment management fees decreased $37 million (13.1 percent), primarily due to the sale of the Company’s proprietary long-term mutual fund business to Nuveen Investments at the end of the fourth quarter of 2010 and money market investment fee waivers. This decline was partially offset by the positive impact of the securitization trust administration acquisition in the fourth quarter of 2010 and improved market conditions.

Noninterest expense was $2.7 billion in the fourth quarter of 2011, an increase of $211 million (8.5 percent) over the fourth quarter of 2010. The increase was principally due to the $130 million accrual for mortgage servicing matters in other expense, as well as increased compensation, employee benefits, net occupancy and equipment expense, and professional services expense, partially offset by decreases in other intangibles expense. Compensation and employee benefits expense increased $58 million (5.8 percent) and $31 million (18.1 percent), respectively. Compensation expense increased primarily as a result of an increase in staffing related to branch expansion and other business initiatives, in addition to merit increases. Employee benefits expense increased due to higher pension costs and the impact of additional staffing. Net occupancy and equipment expense increased $12 million (5.1 percent), largely due to business expansion and technology initiatives. Professional services expense was $34 million (35.1 percent) higher due to mortgage servicing-related projects. These increases were partially offset by a decrease in other intangibles expense of $15 million (16.9 percent), due to the reduction or completion of the amortization of certain intangibles, and lower costs related to insurance and litigation.

The provision for credit losses for the fourth quarter of 2011 was $497 million, a decrease of $415 million (45.5 percent) from the same period of 2010. Net charge-offs decreased $315 million (33.6 percent) in the fourth quarter of 2011, compared with the fourth quarter of 2010, principally due to improvement in the commercial, commercial real estate and credit card portfolios. The provision for credit losses was lower than net charge-offs by $125 million in the fourth quarter of 2011, compared with $25 million in the fourth quarter of 2010. Given the current economic conditions, the Company expects the level of net charge-offs to decrease modestly and the level of nonperforming assets to trend lower in the first quarter of 2012.

The provision for income taxes for the fourth quarter of 2011 resulted in an effective tax rate of 28.4 percent, compared with an effective tax rate of 24.8 percent in the fourth quarter of 2010. The increase in the effective rate for the fourth quarter of 2011, compared with the same period of the prior year, principally reflected the marginal impact of higher pre-tax earnings year-over-year.

Line of Business Financial Review

The Company’s major lines of business are Wholesale Banking and Commercial Real Estate, Consumer and Small Business Banking, Wealth Management and Securities Services, Payment Services, and Treasury and Corporate Support. These operating segments are components of the Company about which financial information is prepared and

 

U.S. BANCORP     57   


is evaluated regularly by management in deciding how to allocate resources and assess performance.

Basis for Financial Presentation Business line results are derived from the Company’s business unit profitability reporting systems by specifically attributing managed balance sheet assets, deposits and other liabilities and their related income or expense. Goodwill and other intangible assets are assigned to the lines of business based on the mix of business of the acquired entity. Within the Company, capital levels are evaluated and managed centrally; however, capital is allocated to the operating segments to support evaluation of business performance. Business lines are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. Generally, the determination of the amount of capital allocated to each business line includes credit and operational capital allocations following a Basel II regulatory framework. Interest income and expense is determined based on the assets and liabilities managed by the business line. Because funding and asset liability management is a central function, funds transfer-pricing methodologies are utilized to allocate a cost of funds used or credit for funds provided to all business line assets and liabilities, respectively, using a matched funding concept. Also, each business unit is allocated the taxable-equivalent benefit of tax-exempt products. The residual effect on net interest income of asset/liability management activities is included in Treasury and Corporate Support. Noninterest income and expenses directly managed by each business line, including fees, service charges, salaries and benefits, and other direct revenues and costs are accounted for within each segment’s financial results in a manner similar to the consolidated financial statements.

 

  TABLE 24   Line of Business Financial Performance

 

 

   

Wholesale Banking and

Commercial Real Estate

          

Consumer and Small

Business Banking

              

Year Ended December 31

(Dollars in Millions)

  2011      2010     Percent
Change
           2011     2010     Percent
Change
              

Condensed Income Statement

                        

Net interest income (taxable-equivalent basis)

  $ 2,123       $ 2,004        5.9        $ 4,604      $ 4,411        4.4       

Noninterest income

    1,224         1,128        8.5             2,756        2,757                 

Securities gains (losses), net

            (1     *                                    

Total net revenue

    3,347         3,131        6.9             7,360        7,168        2.7          

Noninterest expense

    1,269         1,215        4.4             4,569        4,282        6.7          

Other intangibles

    16         16                    72        96        (25.0       

Total noninterest expense

    1,285         1,231        4.4             4,641        4,378        6.0          

Income before provision and income taxes

    2,062         1,900        8.5             2,719        2,790        (2.5       

Provision for credit losses

    424         1,255        (66.2          1,395        1,695        (17.7       

Income before income taxes

    1,638         645        *             1,324        1,095        20.9          

Income taxes and taxable-equivalent adjustment

    597         234        *             481        398        20.9          

Net income

    1,041         411        *             843        697        20.9          

Net (income) loss attributable to noncontrolling interests

    4         2        *             (1     (3     66.7          

Net income attributable to U.S. Bancorp

  $ 1,045       $ 413        *           $ 842      $ 694        21.3          

Average Balance Sheet

                        

Commercial

  $ 37,459       $ 33,329        12.4        $ 7,366      $ 7,272        1.3       

Commercial real estate

    19,204         19,595        (2.0          15,537        13,821        12.4          

Residential mortgages

    67         80        (16.3          33,245        27,242        22.0          

Credit card

                                                      

Other retail

    5         34        (85.3          45,730        45,036        1.5          

Total loans, excluding covered loans

    56,735         53,038        7.0             101,878        93,371        9.1          

Covered loans

    1,495         1,974        (24.3          8,394        9,542        (12.0       

Total loans

    58,230         55,012        5.8             110,272        102,913        7.2          

Goodwill

    1,604         1,608        (.2          3,520        3,538        (.5       

Other intangible assets

    52         69        (24.6          2,042        1,906        7.1          

Assets

    64,062         60,208        6.4             124,361        117,332        6.0          

Noninterest-bearing deposits

    25,172         17,226        46.1             17,903        16,601        7.8          

Interest checking

    12,691         13,547        (6.3          26,565        23,800        11.6          

Savings products

    9,309         11,614        (19.8          40,566        36,120        12.3          

Time deposits

    14,511         11,594        25.2             24,437        25,835        (5.4       

Total deposits

    61,683         53,981        14.3             109,471        102,356        7.0          

Total U.S. Bancorp shareholders’ equity

    5,586         5,378        3.9             9,431        8,614        9.5            

 

* Not meaningful

 

58   U.S. BANCORP


Occupancy costs are allocated based on utilization of facilities by the lines of business. Generally, operating losses are charged to the line of business when the loss event is realized in a manner similar to a loan charge-off. Noninterest expenses incurred by centrally managed operations or business lines that directly support another business line’s operations are charged to the applicable business line based on its utilization of those services, primarily measured by the volume of customer activities, number of employees or other relevant factors. These allocated expenses are reported as net shared services expense within noninterest expense. Certain activities that do not directly support the operations of the lines of business or for which the lines of business are not considered financially accountable in evaluating their performance are not charged to the lines of business. The income or expenses associated with these corporate activities is reported within the Treasury and Corporate Support line of business. Income taxes are assessed to each line of business at a standard tax rate with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in Treasury and Corporate Support.

Designations, assignments and allocations change from time to time as management systems are enhanced, methods of evaluating performance or product lines change or business segments are realigned to better respond to the Company’s diverse customer base. During 2011, certain organization and methodology changes were made and, accordingly, 2010 results were restated and presented on a comparable basis.

Wholesale Banking and Commercial Real Estate Wholesale Banking and Commercial Real Estate offers lending, equipment finance and small-ticket leasing, depository,

 

 

 

      

Wealth Management and

Securities Services

          

Payment

Services

          

Treasury and

Corporate Support

          

Consolidated

Company

 
       2011      2010      Percent
Change
           2011     2010     Percent
Change
           2011     2010     Percent
Change
           2011     2010     Percent
Change
 
                                         
   $ 358       $ 293         22.2        $ 1,350      $ 1,339        .8        $ 1,913      $ 1,741        9.9        $ 10,348      $ 9,788        5.7
     1,050         1,110         (5.4          3,247        3,150        3.1             514        293        75.4             8,791        8,438        4.2   
                                                           (31     (77     59.7             (31     (78     60.3   
     1,408         1,403         .4             4,597        4,489        2.4             2,396        1,957        22.4             19,108        18,148        5.3   
     1,079         984         9.7             1,763        1,686        4.6             932        849        9.8             9,612        9,016        6.6   
     39         53         (26.4          172        201        (14.4                 1        *             299        367        (18.5
     1,118         1,037         7.8             1,935        1,887        2.5             932        850        9.6             9,911        9,383        5.6   
     290         366         (20.8          2,662        2,602        2.3             1,464        1,107        32.2             9,197        8,765        4.9   
     3         17         (82.4          507        1,335        (62.0          14        54        (74.1          2,343        4,356        (46.2
     287         349         (17.8          2,155        1,267        70.1             1,450        1,053        37.7             6,854        4,409        55.5   
     103         126         (18.3          787        462        70.3             98        (76     *             2,066        1,144        80.6   
     184         223         (17.5          1,368        805        69.9             1,352        1,129        19.8             4,788        3,265        46.6   
                                 (40     (29     (37.9          121        82        47.6             84        52        61.5   
   $ 184       $ 223         (17.5        $ 1,328      $ 776        71.1           $ 1,473      $ 1,211        21.6           $ 4,872      $ 3,317        46.9   
                                         
   $ 1,046       $ 1,035         1.1        $ 5,640      $ 5,212        8.2        $ 105      $ 180        (41.7 )%         $ 51,616      $ 47,028        9.8
     579         571         1.4                                       194        282        (31.2          35,514        34,269        3.6   
     389         368         5.7                                       10        14        (28.6          33,711        27,704        21.7   
                                 16,084        16,400        (1.9                 3        *             16,084        16,403        (1.9
     1,565         1,601         (2.2          898        1,004        (10.6          1        11        (90.9          48,199        47,686        1.1   
     3,579         3,575         .1             22,622        22,616                    310        490        (36.7          185,124        173,090        7.0   
     12         14         (14.3          5        5       

  
         6,397        8,397        (23.8          16,303        19,932        (18.2
     3,591         3,589         .1             22,627        22,621       

  
         6,707        8,887        (24.5          201,427        193,022        4.4   
     1,463         1,516         (3.5          2,362        2,347        .6                                       8,949        9,009        (.7
     184         201         (8.5          792        944        (16.1          5        7        (28.6          3,075        3,127        (1.7
     5,990         5,802         3.2             27,936        27,308        2.3             95,915        75,211        27.5             318,264        285,861        11.3   
     9,739         5,489         77.4             673        634        6.2             369        212        74.1             53,856        40,162        34.1   
     3,249         2,704         20.2             320        119        *             2        14        (85.7          42,827        40,184        6.6   
     21,687         12,601         72.1             30        23        30.4             181        224        (19.2          71,773        60,582        18.5   
     5,569         5,960         (6.6                 1        *             186        403        (53.8          44,703        43,793        2.1   
     40,244         26,754         50.4             1,023        777        31.7             738        853        (13.5          213,159        184,721        15.4   
       2,079         2,107         (1.3          5,280        5,310        (.6          9,824        6,640        48.0             32,200        28,049        14.8   

 

U.S. BANCORP     59   


treasury management, capital markets, foreign exchange, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution and public sector clients. Wholesale Banking and Commercial Real Estate contributed $1.0 billion of the Company’s net income in 2011, or an increase of $632 million compared with 2010. The increase was primarily driven by lower provision for credit losses and higher net revenue, partially offset by higher noninterest expense.

Total net revenue increased $216 million (6.9 percent) in 2011, compared with 2010. Net interest income, on a taxable-equivalent basis, increased $119 million (5.9 percent) in 2011, compared with 2010, driven by higher average loan and deposit balances and an increase in loan fees, partially offset by the impact of declining rates on the margin benefit from deposits. Total noninterest income increased $97 million (8.6 percent) in 2011, compared with 2010. The increase was primarily due to growth in commercial products revenue, including syndication and other capital markets fees, commercial leasing, foreign exchange and international trade revenue, and commercial loan fees. In addition, other revenue increased due to higher equity investment and customer-related derivative revenue.

Total noninterest expense increased $54 million (4.4 percent) in 2011, compared with 2010, primarily due to higher total compensation and employee benefits expense, and increased net shared services costs. The provision for credit losses decreased $831 million (66.2 percent) in 2011, compared with 2010. The favorable change was primarily due to lower net charge-offs. Nonperforming assets were $979 million at December 31, 2011, compared with $1.6 billion at December 31, 2010. Nonperforming assets as a percentage of period-end loans were 1.58 percent at December 31, 2011, compared with 2.87 percent at December 31, 2010. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

Consumer and Small Business Banking Consumer and Small Business Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail, ATM processing and over mobile devices. It encompasses community banking, metropolitan banking, in-store banking, small business banking, consumer lending, mortgage banking, consumer finance, workplace banking, student banking and 24-hour banking. Consumer and Small Business Banking contributed $842 million of the Company’s net income in 2011, or an increase of $148 million (21.3 percent), compared with 2010. Within Consumer and Small Business Banking, the retail banking division contributed $340 million of the total net income in 2011, or an increase of $239 million over the prior year. Mortgage banking contributed $502 million of the business line’s net income in 2011, or a decrease of $91 million (15.3 percent) from the prior year.

Total net revenue increased $192 million (2.7 percent) in 2011, compared with 2010. Net interest income, on a taxable-equivalent basis, increased $193 million (4.4 percent) in 2011, compared with 2010. The year-over-year increase in net interest income was primarily due to higher average loan and deposit balances and improved loan yields, partially offset by the impact of a decline in the margin benefit from deposits. Total noninterest income was essentially unchanged in 2011, compared with 2010, the result of higher retail product revenue, due to improvement in retail lease end of term results, and higher ATM processing servicing fees, offset by year-over-year reductions in mortgage banking revenue, principally due to lower mortgage loan production, and lower deposit service charges, principally due to the impact of 2010 legislative and pricing changes.

Total noninterest expense increased $263 million (6.0 percent) in 2011, compared with 2010. The increase reflected higher total compensation and employee benefits expense, mortgage servicing-related professional services projects, net shared services costs and net occupancy and equipment expenses related to business expansion, partially offset by lower other intangibles expense.

The provision for credit losses decreased $300 million (17.7 percent) in 2011, compared with 2010, due to lower net charge-offs and a reduction in the reserve allocation. As a percentage of average loans outstanding, net charge-offs decreased to 1.20 percent in 2011, compared with 1.50 percent in 2010. Nonperforming assets were $1.4 billion at December 31, 2011, compared with $1.5 billion at December 31, 2010. Nonperforming assets as a percentage of period-end loans were 1.21 percent at December 31, 2011, compared with 1.44 percent at December 31, 2010. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

During 2011, the Company’s two primary banking subsidiaries, U.S. Bank National Association and U.S. Bank National Association ND, entered into a Consent Order with the Office of the Comptroller of the Currency regarding residential mortgage servicing and foreclosure processes. The Company also entered into a related Consent Order with the Board of Governors of the Federal Reserve System. The Consent Orders were the result of an interagency horizontal review of the foreclosure practices of the 14 largest mortgage servicers in the United States.

The Consent Orders mandate certain changes to the Company’s mortgage servicing and foreclosure processes. Specifically, the Consent Orders require the Company, U.S. Bank National Association and U.S. Bank National Association ND to, among other things, implement a comprehensive action plan setting forth the steps necessary to ensure residential mortgage servicing and foreclosure processes are conducted in accordance with the Consent

 

60   U.S. BANCORP


Orders; develop and implement other plans and programs to enhance residential mortgage servicing and foreclosure processes; retain an independent consultant to conduct a review of certain residential mortgage foreclosure actions and to remediate errors or deficiencies identified by the consultant; and oversee compliance with the Consent Orders and the new plans and programs. The Company has made significant progress in complying with these requirements.

The Company has long been committed to sound modification and foreclosure practices and is committed to revising its practices where necessary to satisfy the requirements of the Consent Orders. The Company does not believe that the resolution of any outstanding issues will materially affect its financial position, results of operations, or ability to conduct normal business activities.

Wealth Management and Securities Services Wealth Management and Securities Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust, custody and fund servicing through five businesses: Wealth Management, Corporate Trust Services, U.S. Bancorp Asset Management, Institutional Trust & Custody and Fund Services. Wealth Management and Securities Services contributed $184 million of the Company’s net income in 2011, a decrease of $39 million (17.5 percent), compared with 2010.

Total net revenue increased $5 million (.4 percent) in 2011, compared with 2010. Net interest income, on a taxable-equivalent basis, increased $65 million (22.2 percent) in 2011, compared with 2010. The increase in net interest income was primarily due to higher average deposit balances, including the impact of the securitization trust administration acquisition. Total noninterest income decreased $60 million (5.4 percent) in 2011, compared with 2010. Trust and investment management fees declined, primarily due to the sale of the Company’s proprietary long-term mutual fund business in the fourth quarter of 2010 and money market investment fee waivers due to the low interest rate environment, partially offset by the impact of the fourth quarter 2010 securitization trust administration acquisition and improved market conditions during 2011. Additionally, investment product fees were higher due to increased sales volumes.

Total noninterest expense increased $81 million (7.8 percent) in 2011, compared with 2010. The increase in noninterest expense was primarily due to higher total compensation and employee benefits expense, higher net shared services expense and the impact of the securitization trust administration acquisition, partially offset by reductions in other intangibles expense and expenses related to the Company’s proprietary long-term mutual fund business that was sold in late 2010.

Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $1.3 billion of the Company’s net income in 2011, or an increase of $552 million (71.1 percent) compared with 2010. The increase was primarily due to lower provision for credit losses and higher total net revenue, partially offset by an increase in total noninterest expense.

Total net revenue increased $108 million (2.4 percent) in 2011, compared with 2010. Net interest income, on a taxable-equivalent basis, increased $11 million (.8 percent) in 2011, compared with 2010, primarily due to higher loan yields, partially offset by lower retail credit card average loan balances. Noninterest income increased $97 million (3.1 percent) in 2011, compared with 2010, primarily due to increased transaction volumes and new business initiatives, partially offset by a decline in credit and debit card revenue due to the impact of legislative-related changes to debit card interchange fees.

Total noninterest expense increased $48 million (2.5 percent) in 2011, compared with 2010, due to higher total compensation, employee benefits and processing costs, partially offset by lower other intangibles expense. The provision for credit losses decreased $828 million (62.0 percent) in 2011, compared with 2010, primarily due to lower net charge-offs and a reduction in the reserve allocation due to improved loss rates. As a percentage of average loans outstanding, net charge-offs were 4.47 percent in 2011, compared with 6.32 percent in 2010.

Treasury and Corporate Support Treasury and Corporate Support includes the Company’s investment portfolios, most covered commercial and commercial real estate loans and related other real estate owned, funding, capital management, asset securitization, interest rate risk management, the net effect of transfer pricing related to average balances and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis. Treasury and Corporate Support recorded net income of $1.5 billion in 2011, compared with $1.2 billion in 2010.

Total net revenue increased $439 million (22.4 percent) in 2011, compared with 2010. Net interest income, on a taxable-equivalent basis, increased $172 million (9.9 percent) in 2011, compared with 2010, reflecting the impact of the planned growth in the investment portfolio, wholesale funding decisions and the Company’s asset/liability position. Total noninterest income increased $267 million in 2011, compared with 2010, primarily due to the 2011 merchant settlement and FCB gains, and lower net securities losses, partially offset by the 2010 Nuveen gain.

 

U.S. BANCORP     61   


Total noninterest expense increased $82 million (9.6 percent) in 2011, compared with 2010, due to the 2011 accrual for mortgage servicing matters and increased compensation and employee benefits expense, partially offset by a favorable variance in net shared services expense and lower litigation and insurance costs.

Income taxes are assessed to each line of business at a managerial tax rate of 36.4 percent with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in Treasury and Corporate Support.

Non-GAAP Financial Measures

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:

 

 

Tangible common equity to tangible assets,

 

 

Tier 1 common equity to risk-weighted assets using Basel I definition,

 

 

Tier 1 common equity to risk-weighted assets using anticipated Basel III definition, and

 

 

Tangible common equity to risk-weighted assets using Basel I definition.

 

The following table shows the Company’s calculation of these Non-GAAP financial measures:

 

At December 31 (Dollars in Millions)    2011     2010     2009     2008     2007  

Total equity

   $ 34,971      $ 30,322      $ 26,661      $ 27,033      $ 21,826   

Preferred stock

     (2,606     (1,930     (1,500     (7,931     (1,000

Noncontrolling interests

     (993     (803     (698     (733     (780

Goodwill (net of deferred tax liability)

     (8,239     (8,337     (8,482     (8,153     (7,534

Intangible assets, other than mortgage servicing rights

     (1,217     (1,376     (1,657     (1,640     (1,581

Tangible common equity (a)

     21,916        17,876        14,324        8,576        10,931   

Tier 1 capital, determined in accordance with prescribed regulatory requirements using Basel I definition

     29,173        25,947        22,610        24,426        17,539   

Trust preferred securities

     (2,675     (3,949     (4,524     (4,024     (4,024

Preferred stock

     (2,606     (1,930     (1,500     (7,931     (1,000

Noncontrolling interests, less preferred stock not eligible for Tier 1 capital

     (687     (692     (692     (693     (695

Tier 1 common equity using Basel I definition (b)

     23,205        19,376        15,894        11,778        11,820   

Tier 1 capital, determined in accordance with prescribed regulatory requirements using anticipated Basel III definition

     25,636        20,854         

Preferred stock

     (2,606     (1,930      

Noncontrolling interests of real estate investment trusts

     (664     (667      

Tier 1 common equity using anticipated Basel III definition (c)

     22,366        18,257         

Total assets

     340,122        307,786        281,176        265,912        237,615   

Goodwill (net of deferred tax liability)

     (8,239     (8,337     (8,482     (8,153     (7,534

Intangible assets, other than mortgage servicing rights

     (1,217     (1,376     (1,657     (1,640     (1,581

Tangible assets (d)

     330,666        298,073        271,037        256,119        228,500   

Risk-weighted assets, determined in accordance with prescribed regulatory requirements using Basel I definition (e)

     271,333        247,619        235,233        230,628        212,592   

Risk-weighted assets using anticipated Basel III definition (f)

     274,351        251,704         

Ratios

          

Tangible common equity to tangible assets (a)/(d)

     6.6     6.0     5.3     3.3     4.8

Tier 1 common equity to risk-weighted assets using Basel I definition (b)/(e)

     8.6        7.8        6.8        5.1        5.6   

Tier 1 common equity to risk-weighted assets using anticipated Basel III definition (c)/(f)

     8.2        7.3         

Tangible common equity to risk-weighted assets (a)/(e)

     8.1        7.2        6.1        3.7        5.1   

 

Note: Anticipated Basel III definitions reflect adjustments for changes to the related elements as proposed in December 2010 by regulatory authorities.

 

62   U.S. BANCORP


These measures are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market or economic conditions. Additionally, presentation of these measures allows investors, analysts and banking regulators to assess the Company’s capital position relative to other financial services companies. Regulatory assessments of the Company’s financial stress projections are influenced by measures using anticipated Basel III definitions. These measures differ from capital ratios defined by current banking regulations principally in that the numerator excludes trust preferred securities and preferred stock, the nature and extent of which varies among different financial services companies. These measures are not defined in generally accepted accounting principles (“GAAP”) or federal banking regulations. As a result, these measures disclosed by the Company may be considered non-GAAP financial measures.

Because there are no standardized definitions for these measures, the Company’s calculation methods may differ from those used by other financial services companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider the consolidated financial statements and other financial information contained in this report in their entirety, and not to rely on any single financial measure.

Accounting Changes

Note 2 of the Notes to Consolidated Financial Statements discusses accounting standards adopted in 2011, as well as accounting standards recently issued but not yet required to be adopted and the expected impact of these changes in accounting standards. To the extent the adoption of new accounting standards materially affects the Company’s financial condition or results of operations, the impacts are discussed in the applicable section(s) of the Management’s Discussion and Analysis and the Notes to Consolidated Financial Statements.

Critical Accounting Policies

The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding the Company’s financial statements. Critical accounting policies are those policies management believes are the most important to the portrayal of the Company’s financial condition and results, and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of financial statements. These factors include, among other things, whether the estimates are significant to the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information (including third-parties sources or available prices), and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized under GAAP. Management has discussed the development and the selection of critical accounting policies with the Company’s Audit Committee.

Significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements. Those policies considered to be critical accounting policies are described below.

Allowance for Credit Losses The allowance for credit losses is established to provide for probable losses incurred in the Company’s credit portfolio. The methods utilized to estimate the allowance for credit losses, key assumptions and quantitative and qualitative information considered by management in determining the appropriate allowance for credit losses are discussed in the “Credit Risk Management” section.

Management’s evaluation of the appropriate allowance for credit losses is often the most critical of all the accounting estimates for a banking institution. It is an inherently subjective process impacted by many factors as discussed throughout the Management’s Discussion and Analysis section of the Annual Report. Although risk management practices, methodologies and other tools are utilized to determine each element of the allowance, degrees of imprecision exist in these measurement tools due in part to subjective judgments involved and an inherent lagging of credit quality measurements relative to the stage of the business cycle. Even determining the stage of the business cycle is highly subjective. As discussed in the “Analysis and Determination of Allowance for Credit Losses” section, management considers the effect of imprecision and many other factors in determining the allowance for credit losses. If not considered, incurred losses in the portfolio related to imprecision and other subjective factors could have a dramatic adverse impact on the liquidity and financial viability of a bank.

Given the many subjective factors affecting the credit portfolio, changes in the allowance for credit losses may not directly coincide with changes in the risk ratings of the credit portfolio reflected in the risk rating process. This is in part due to the timing of the risk rating process in relation to changes in the business cycle, the exposure and mix of loans within risk rating categories, levels of nonperforming loans and the timing of charge-offs and recoveries. For example, the amount of loans within specific risk ratings may change, providing a leading indicator of improving credit quality, while nonperforming loans and net charge-offs continue at

 

U.S. BANCORP     63   


elevated levels. Also, inherent loss ratios, determined through migration analysis and historical loss performance over the estimated business cycle of a loan, may not change to the same degree as net charge-offs. Because risk ratings and inherent loss ratios primarily drive the allowance specifically allocated to commercial lending segment loans, the amount of the allowance might decline; however, the degree of change differs somewhat from the level of changes in nonperforming loans and net charge-offs. Also, management would maintain an appropriate allowance for credit losses by increasing the allowance during periods of economic uncertainty or changes in the business cycle.

Some factors considered in determining the appropriate allowance for credit losses are quantifiable while other factors require qualitative judgment. Management conducts an analysis with respect to the accuracy of risk ratings and the volatility of inherent losses, and utilizes this analysis along with qualitative factors, including uncertainty in the economy from changes in unemployment rates, the level of bankruptcies and concentration risks, including risks associated with the weakened housing market and highly leveraged enterprise-value credits, in determining the overall level of the allowance for credit losses. The Company’s determination of the allowance for commercial lending segment loans is sensitive to the assigned credit risk ratings and inherent loss rates at December 31, 2011. In the event that 10 percent of period ending loan balances (including unfunded commitments) within each risk category of this segment of the loan portfolio experienced downgrades of two risk categories, the allowance for credit losses would increase by approximately $277 million at December 31, 2011. The Company believes the allowance for credit losses appropriately considers the imprecision in estimating credit losses based on credit risk ratings and inherent loss rates but actual losses may differ from those estimates. In the event that inherent loss or estimated loss rates for commercial lending segment loans increased by 10 percent, the allowance for credit losses would increase by approximately $171 million at December 31, 2011. The Company’s determination of the allowance for consumer lending segment loans is sensitive to changes in estimated loss rates. In the event that estimated loss rates for this segment of the loan portfolio increased by 10 percent, the allowance for credit losses would increase by approximately $169 million at December 31, 2011. Because several quantitative and qualitative factors are considered in determining the allowance for credit losses, these sensitivity analyses do not necessarily reflect the nature and extent of future changes in the allowance for credit losses. They are intended to provide insights into the impact of adverse changes in risk rating and inherent losses and do not imply any expectation of future deterioration in the risk rating or loss rates. Given current processes employed by the Company, management believes the risk ratings and inherent loss rates currently assigned are appropriate. It is possible that others, given the same information, may at any point in time reach different reasonable conclusions that could be significant to the Company’s financial statements. Refer to the “Analysis and Determination of the Allowance for Credit Losses” section for further information.

Fair Value Estimates A portion of the Company’s assets and liabilities are carried at fair value on the Consolidated Balance Sheet, with changes in fair value recorded either through earnings or other comprehensive income (loss) in accordance with applicable accounting principles generally accepted in the United States. These include all of the Company’s available-for-sale securities, derivatives and other trading instruments, MSRs and certain mortgage loans held for sale. The estimation of fair value also affects other loans held for sale, which are recorded at the lower-of-cost-or-fair value. The determination of fair value is important for certain other assets that are periodically evaluated for impairment using fair value estimates, including goodwill and other intangible assets, assets acquired in business combinations, impaired loans, OREO and other repossessed assets.

Fair value is generally defined as the exit price at which an asset or liability could be exchanged in a current transaction between willing, unrelated parties, other than in a forced or liquidation sale. Fair value is based on quoted market prices in an active market, or if market prices are not available, is estimated using models employing techniques such as matrix pricing or discounting expected cash flows. The significant assumptions used in the models, which include assumptions for interest rates, discount rates, prepayments and credit losses, are independently verified against observable market data where possible. Where observable market data is not available, the estimate of fair value becomes more subjective and involves a high degree of judgment. In this circumstance, fair value is estimated based on management’s judgment regarding the value that market participants would assign to the asset or liability. This valuation process takes into consideration factors such as market illiquidity. Imprecision in estimating these factors can impact the amount recorded on the balance sheet for a particular asset or liability with related impacts to earnings or other comprehensive income (loss).

When available, trading and available-for-sale securities are valued based on quoted market prices. However, certain securities are traded less actively and therefore, may not be able to be valued based on quoted market prices. The determination of fair value may require benchmarking to similar instruments or performing a discounted cash flow analysis using estimates of future cash flows and prepayment, interest and default rates. An example is non-agency residential mortgage-backed securities. For more information

 

64   U.S. BANCORP


on investment securities, refer to Note 5 of the Notes to Consolidated Financial Statements.

As few derivative contracts are listed on an exchange, the majority of the Company’s derivative positions are valued using valuation techniques that use readily observable market inputs. Certain derivatives, however, must be valued using techniques that include unobservable inputs. For these instruments, the significant assumptions must be estimated and therefore, are subject to judgment. Note 20 of the Notes to Consolidated Financial Statements provides a summary of the Company’s derivative positions.

Refer to Note 21 of the Notes to Consolidated Financial Statements for additional information regarding estimations of fair value.

Purchased Loans and Related Indemnification Assets In accordance with applicable authoritative accounting guidance effective for the Company beginning January 1, 2009, all purchased loans and related indemnification assets arising from loss-sharing arrangements with FDIC are recorded at fair value at date of purchase. The initial valuation of these loans and the related indemnification assets requires management to make subjective judgments concerning estimates about how the acquired loans will perform in the future using valuation methods including discounted cash flow analysis and independent third party appraisals. Factors that may significantly affect the initial valuation include, among others, market-based and industry data related to expected changes in interest rates, assumptions related to probability and severity of credit losses, estimated timing of credit losses including the foreclosure and liquidation of collateral, expected prepayment rates, required or anticipated loan modifications, unfunded loan commitments, the specific terms and provisions of any loss sharing agreements, and specific industry and market conditions that may impact discount rates and independent third party appraisals.

On an ongoing basis, the accounting for purchased loans and related indemnification assets follows applicable authoritative accounting guidance for purchased non-impaired loans and purchased impaired loans. Refer to Note 1 and Note 6 of the Notes to Consolidated Financial Statements for additional information. In addition, refer to the “Analysis and Determination of the Allowance for Credit Losses” section for information on the determination of the required allowance for credit losses, if any, for these loans.

Mortgage Servicing Rights MSRs are capitalized as separate assets when loans are sold and servicing is retained, or may be purchased from others. MSRs are initially recorded at fair value and remeasured at each subsequent reporting date. Because MSRs do not trade in an active market with readily observable prices, the Company determines the fair value by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates, and other assumptions validated through comparison to trade information, industry surveys and independent third party valuations. Changes in the fair value of MSRs are recorded in earnings during the period in which they occur. Risks inherent in the MSRs’ valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. The Company may utilize derivatives, including interest rate swaps, forward commitments to buy TBAs, and futures and options contracts, to mitigate the valuation risk. The estimated sensitivity to changes in interest rates of the fair value of the MSRs portfolio and the related derivative instruments at December 31, 2011, to an immediate 25 and 50 bps downward movement in interest rates would be an increase of approximately $6 million and $21 million, respectively. An upward movement in interest rates at December 31, 2011, of 25 and 50 bps would have no impact to and increase the value of the MSRs and related derivative instruments by approximately $6 million, respectively. Refer to Note 10 of the Notes to Consolidated Financial Statements for additional information regarding MSRs.

Goodwill and Other Intangibles The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value. Goodwill is not amortized but is subject, at a minimum, to annual tests for impairment. In certain situations, interim impairment tests may be required if events occur or circumstances change that would more likely than not reduce the fair value of a reporting segment below its carrying amount. Other intangible assets are amortized over their estimated useful lives using straight-line and accelerated methods and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount.

The initial recognition of goodwill and other intangible assets and subsequent impairment analysis require management to make subjective judgments concerning estimates of how the acquired assets will perform in the future using valuation methods including discounted cash flow analysis. Additionally, estimated cash flows may extend beyond ten years and, by their nature, are difficult to determine over an extended timeframe. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures, technology, changes in discount rates and specific industry and market conditions. In determining the reasonableness of cash flow estimates, the Company reviews historical performance of the underlying assets or similar assets in an effort to assess and validate assumptions utilized in its estimates.

 

U.S. BANCORP     65   


In assessing the fair value of reporting units, the Company may consider the stage of the current business cycle and potential changes in market conditions in estimating the timing and extent of future cash flows. Also, management often utilizes other information to validate the reasonableness of its valuations, including public market comparables, and multiples of recent mergers and acquisitions of similar businesses. Valuation multiples may be based on revenue, price-to-earnings and tangible capital ratios of comparable public companies and business segments. These multiples may be adjusted to consider competitive differences, including size, operating leverage and other factors. The carrying amount of a reporting unit is determined based on the capital required to support the reporting unit’s activities, including its tangible and intangible assets. The determination of a reporting unit’s capital allocation requires management judgment and considers many factors, including the regulatory capital regulations and capital characteristics of comparable public companies in relevant industry sectors. In certain circumstances, management will engage a third party to independently validate its assessment of the fair value of its reporting units.

The Company’s annual assessment of potential goodwill impairment was completed during the second quarter of 2011. Based on the results of this assessment, no goodwill impairment was recognized. Because of current economic conditions the Company continues to monitor goodwill and other intangible assets for impairment indicators throughout the year. The Company does not expect recent legislation will result in goodwill impairment.

Income Taxes The Company estimates income tax expense based on amounts expected to be owed to various tax jurisdictions. Currently, the Company files tax returns in approximately 235 federal, state and local domestic jurisdictions and 14 foreign jurisdictions. The estimated income tax expense is reported in the Consolidated Statement of Income. Accrued taxes represent the net estimated amount due to or to be received from taxing jurisdictions either currently or in the future and are reported in other assets or other liabilities on the Consolidated Balance Sheet. In estimating accrued taxes, the Company assesses the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position. Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment given specific facts and circumstances. It is possible that others, given the same information, may at any point in time reach different reasonable conclusions regarding the estimated amounts of accrued taxes.

Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by various taxing authorities, and newly enacted statutory, judicial and regulatory guidance that impacts the relative merits and risks of tax positions. These changes, when they occur, affect accrued taxes and can be significant to the operating results of the Company. Refer to Note 19 of the Notes to Consolidated Financial Statements for additional information regarding income taxes.

Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

During the most recently completed fiscal quarter, there was no change made in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The annual report of the Company’s management on internal control over financial reporting is provided on page 67. The attestation report of Ernst & Young LLP, the Company’s independent accountants, regarding the Company’s internal control over financial reporting is provided on page 69.

 

66   U.S. BANCORP


Report of Management

 

Responsibility for the financial statements and other information presented throughout this Annual Report rests with the management of U.S. Bancorp. The Company believes the consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and present the substance of transactions based on the circumstances and management’s best estimates and judgment.

In meeting its responsibilities for the reliability of the financial statements, management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s system of internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of publicly filed financial statements in accordance with accounting principles generally accepted in the United States.

To test compliance, the Company carries out an extensive audit program. This program includes a review for compliance with written policies and procedures and a comprehensive review of the adequacy and effectiveness of the system of internal control. Although control procedures are designed and tested, it must be recognized that there are limits inherent in all systems of internal control and, therefore, errors and irregularities may nevertheless occur. Also, estimates and judgments are required to assess and balance the relative cost and expected benefits of the controls. Projection of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Board of Directors of the Company has an Audit Committee composed of directors who are independent of U.S. Bancorp. The Audit Committee meets periodically with management, the internal auditors and the independent accountants to consider audit results and to discuss internal accounting control, auditing and financial reporting matters.

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control-Integrated Framework. Based on our assessment and those criteria, management believes the Company designed and maintained effective internal control over financial reporting as of December 31, 2011.

The Company’s independent accountants, Ernst & Young LLP, have been engaged to render an independent professional opinion on the financial statements and issue an attestation report on the Company’s internal control over financial reporting. Their opinion on the financial statements appearing on page 68 and their attestation on internal control over financial reporting appearing on page 69 are based on procedures conducted in accordance with auditing standards of the Public Company Accounting Oversight Board (United States).

 

U.S. BANCORP     67   


Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

 

The Board of Directors and Shareholders of U.S. Bancorp:

We have audited the accompanying consolidated balance sheets of U.S. Bancorp as of December 31, 2011 and 2010, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of U.S. Bancorp’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of U.S. Bancorp at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), U.S. Bancorp’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2012 expressed an unqualified opinion thereon.

LOGO

Minneapolis, Minnesota

February 23, 2012

 

68   U.S. BANCORP


Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

 

The Board of Directors and Shareholders of U.S. Bancorp:

We have audited U.S. Bancorp’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). U.S. Bancorp’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on U.S. Bancorp’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, U.S. Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of U.S. Bancorp as of December 31, 2011 and 2010, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011 and our report dated February 23, 2012 expressed an unqualified opinion thereon.

LOGO

Minneapolis, Minnesota

February 23, 2012

 

U.S. BANCORP     69   


U.S. Bancorp

Consolidated Balance Sheet

 

At December 31 (Dollars in Millions)   2011      2010  

Assets

    

Cash and due from banks

  $ 13,962       $ 14,487   

Investment securities

    

Held-to-maturity (fair value $19,216 and $1,419, respectively)

    18,877         1,469   

Available-for-sale

    51,937         51,509   

Loans held for sale (included $6,925 and $8,100 of mortgage loans carried at fair value, respectively)

    7,156         8,371   

Loans

    

Commercial

    56,648         48,398   

Commercial real estate

    35,851         34,695   

Residential mortgages

    37,082         30,732   

Credit card

    17,360         16,803   

Other retail

    48,107         48,391   

Total loans, excluding covered loans

    195,048         179,019   

Covered loans

    14,787         18,042   

Total loans

    209,835         197,061   

Less allowance for loan losses

    (4,753      (5,310

Net loans

    205,082         191,751   

Premises and equipment

    2,657         2,487   

Goodwill

    8,927         8,954   

Other intangible assets

    2,736         3,213   

Other assets

    28,788         25,545   

Total assets

  $ 340,122       $ 307,786   

Liabilities and Shareholders’ Equity

    

Deposits

    

Noninterest-bearing

  $ 68,579       $ 45,314   

Interest-bearing

    134,757         129,381   

Time deposits greater than $100,000

    27,549         29,557   

Total deposits

    230,885         204,252   

Short-term borrowings

    30,468         32,557   

Long-term debt

    31,953         31,537   

Other liabilities

    11,845         9,118   

Total liabilities

    305,151         277,464   

Shareholders’ equity

    

Preferred stock

    2,606         1,930   

Common stock, par value $0.01 a share—authorized: 4,000,000,000 shares;
issued: 2011 and 2010—2,125,725,742 shares

    21         21   

Capital surplus

    8,238         8,294   

Retained earnings

    30,785         27,005   

Less cost of common stock in treasury: 2011—215,904,019 shares; 2010—204,822,330 shares

    (6,472      (6,262

Accumulated other comprehensive income (loss)

    (1,200      (1,469

Total U.S. Bancorp shareholders’ equity

    33,978         29,519   

Noncontrolling interests

    993         803   

Total equity

    34,971         30,322   

Total liabilities and equity

  $ 340,122       $ 307,786   

See Notes to Consolidated Financial Statements.

 

70   U.S. BANCORP


U.S. Bancorp

Consolidated Statement of Income

 

Year Ended December 31 (Dollars and Shares in Millions, Except Per Share Data)   2011      2010      2009  

Interest Income

       

Loans

  $ 10,370       $ 10,145       $ 9,564   

Loans held for sale

    200         246         277   

Investment securities

    1,820         1,601         1,606   

Other interest income

    249         166         91   

Total interest income

    12,639         12,158         11,538   

Interest Expense

       

Deposits

    840         928         1,202   

Short-term borrowings

    531         548         539   

Long-term debt

    1,145         1,103         1,279   

Total interest expense

    2,516         2,579         3,020   

Net interest income

    10,123         9,579         8,518   

Provision for credit losses

    2,343         4,356         5,557   

Net interest income after provision for credit losses

    7,780         5,223         2,961   

Noninterest Income

       

Credit and debit card revenue

    1,073         1,091         1,055   

Corporate payment products revenue

    734         710         669   

Merchant processing services

    1,355         1,253         1,148   

ATM processing services

    452         423         410   

Trust and investment management fees

    1,000         1,080         1,168   

Deposit service charges

    659         710         970   

Treasury management fees

    551         555         552   

Commercial products revenue

    841         771         615   

Mortgage banking revenue

    986         1,003         1,035   

Investment products fees and commissions

    129         111         109   

Securities gains (losses), net

       

Realized gains (losses), net

    4         13         147   

Total other-than-temporary impairment

    (60      (157      (1,000

Portion of other-than-temporary impairment recognized in other comprehensive income

    25         66         402   

Total securities gains (losses), net

    (31      (78      (451

Other

    1,011         731         672   

Total noninterest income

    8,760         8,360         7,952   

Noninterest Expense

       

Compensation

    4,041         3,779         3,135   

Employee benefits

    845         694         574   

Net occupancy and equipment

    999         919         836   

Professional services

    383         306         255   

Marketing and business development

    369         360         378   

Technology and communications

    758         744         673   

Postage, printing and supplies

    303         301         288   

Other intangibles

    299         367         387   

Other

    1,914         1,913         1,755   

Total noninterest expense

    9,911         9,383         8,281   

Income before income taxes

    6,629         4,200         2,632   

Applicable income taxes

    1,841         935         395   

Net income

    4,788         3,265         2,237   

Net (income) loss attributable to noncontrolling interests

    84         52         (32

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205   

Net income applicable to U.S. Bancorp common shareholders

  $ 4,721       $ 3,332       $ 1,803   

Earnings per common share

  $ 2.47       $ 1.74       $ .97   

Diluted earnings per common share

  $ 2.46       $ 1.73       $ .97   

Dividends declared per common share

  $ .50       $ .20       $ .20   

Average common shares outstanding

    1,914         1,912         1,851   

Average diluted common shares outstanding

    1,923         1,921         1,859   

See Notes to Consolidated Financial Statements.

 

U.S. BANCORP     71   


U.S. Bancorp

Consolidated Statement of Shareholders’ Equity

 

    U.S. Bancorp Shareholders              
(Dollars and Shares in Millions)   Common
Shares
Outstanding
    Preferred
Stock
    Common
Stock
    Capital
Surplus
    Retained
Earnings
    Treasury
Stock
    Other
Comprehensive
Income (Loss)
    Total
U.S. Bancorp
Shareholders'
Equity
    Noncontrolling
Interests
    Total
Equity
 

Balance December 31, 2008

    1,755      $ 7,931      $ 20      $ 5,830      $ 22,541      $ (6,659   $ (3,363   $ 26,300      $ 733      $ 27,033   

Change in accounting principle

            141          (141                

Net income

            2,205            2,205        32        2,237   

Changes in unrealized gains and losses on securities available-for-sale

                2,359        2,359          2,359   

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

                (402     (402       (402

Unrealized gain (loss) on derivative hedges

                516        516          516   

Foreign currency translation

                40        40          40   

Reclassification for realized (gains) losses

                492        492          492   

Unrealized gains (losses) on retirement plans

                254        254          254   

Income taxes

                (1,239     (1,239             (1,239

Total comprehensive income (loss)

                  4,225        32        4,257   

Redemption of preferred stock

      (6,599               (6,599       (6,599

Repurchase of common stock warrant

          (139           (139       (139

Preferred stock dividends and discount accretion

      168            (396         (228       (228

Common stock dividends

            (375         (375       (375

Issuance of common and treasury stock

    158          1        2,553          154          2,708          2,708   

Purchase of treasury stock

              (4       (4       (4

Distributions to noncontrolling interests

                         (62     (62

Net other changes in noncontrolling interests

                         (5     (5

Stock option and restricted stock grants

                            75                                75                75   

Balance December 31, 2009

    1,913      $ 1,500      $ 21      $ 8,319      $ 24,116      $ (6,509   $ (1,484   $ 25,963      $ 698      $ 26,661   

Change in accounting principle

            (72       (1     (73     (16     (89

Net income (loss)

            3,317            3,317        (52     3,265   

Changes in unrealized gains and losses on securities available-for-sale

                433        433          433   

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

                (66     (66       (66

Unrealized gain (loss) on derivative hedges

                (145     (145       (145

Foreign currency translation

                24        24          24   

Reclassification for realized (gains) losses

                (28     (28       (28

Unrealized gains (losses) on retirement plans

                (197     (197       (197

Income taxes

                (5     (5             (5

Total comprehensive income (loss)

                  3,333        (52     3,281   

Preferred stock dividends

            (89         (89       (89

Common stock dividends

            (385         (385       (385

Issuance of preferred stock

      430          10        118            558          558   

Issuance of common and treasury stock

    9            (134       263          129          129   

Purchase of treasury stock

    (1             (16       (16       (16

Distributions to noncontrolling interests

                         (76     (76

Net other changes in noncontrolling interests

                         249        249   

Stock option and restricted stock grants

                            99                                99                99   

Balance December 31, 2010

    1,921      $ 1,930      $ 21      $ 8,294      $ 27,005      $ (6,262   $ (1,469   $ 29,519      $ 803      $ 30,322   

Change in accounting principle

            (2         (2       (2

Net income (loss)

            4,872            4,872        (84     4,788   

Changes in unrealized gains and losses on securities available-for-sale

                920        920          920   

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

                (25     (25       (25

Unrealized gain (loss) on derivative hedges

                (343     (343       (343

Foreign currency translation

                (16     (16       (16

Reclassification for realized (gains) losses

                363        363          363   

Unrealized gains (losses) on retirement plans

                (464     (464       (464

Income taxes

                (166     (166             (166

Total comprehensive income (loss)

                  5,141        (84     5,057   

Preferred stock dividends

            (129         (129       (129

Common stock dividends

            (961         (961       (961

Issuance of preferred stock

      676                  676          676   

Issuance of common and treasury stock

    11            (147       340          193          193   

Purchase of treasury stock

    (22             (550       (550       (550

Distributions to noncontrolling interests

                         (80     (80

Purchase of noncontrolling interests

          (3           (3     (8     (11

Net other changes in noncontrolling interests

                         362        362   

Stock option and restricted stock grants

                            94                                94                94   

Balance December 31, 2011

    1,910      $ 2,606      $ 21      $ 8,238      $ 30,785      $ (6,472   $ (1,200   $ 33,978      $ 993      $ 34,971   

See Notes to Consolidated Financial Statements.

 

72   U.S. BANCORP


U.S. Bancorp

Consolidated Statement of Cash Flows

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Operating Activities

       

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205   

Adjustments to reconcile net income to net cash provided by operating activities

       

Provision for credit losses

    2,343         4,356         5,557   

Depreciation and amortization of premises and equipment

    266         229         220   

Amortization of intangibles

    299         367         387   

Provision for deferred income taxes

    748         (370      (545

Gain on sales of securities and other assets, net

    (1,663      (2,023      (1,571

Loans originated for sale in the secondary market, net of repayments

    (45,848      (53,025      (52,720

Proceeds from sales of loans held for sale

    48,354         50,895         51,915   

Other, net

    449         1,495         2,152   

Net cash provided by operating activities

    9,820         5,241         7,600   

Investing Activities

       

Proceeds from sales of available-for-sale investment securities

    1,018         1,212         5,784   

Proceeds from maturities of held-to-maturity investment securities

    1,404         167         11   

Proceeds from maturities of available-for-sale investment securities

    12,713         16,068         7,307   

Purchases of held-to-maturity investment securities

    (18,500      (1,010      (5

Purchases of available-for-sale investment securities

    (13,229      (24,025      (15,119

Net increase in loans outstanding

    (13,418      (6,322      (106

Proceeds from sales of loans

    820         1,829         2,741   

Purchases of loans

    (3,078      (4,278      (4,332

Acquisitions, net of cash acquired

    636         923         3,074   

Other, net

    (1,070      (936      (74

Net cash used in investing activities

    (32,704      (16,372      (719

Financing Activities

       

Net increase in deposits

    24,846         20,527         7,949   

Net increase (decrease) in short-term borrowings

    (2,205      592         (4,448

Proceeds from issuance of long-term debt

    3,611         7,044         6,040   

Principal payments or redemption of long-term debt

    (3,300      (8,394      (11,740

Fees paid on exchange of income trust securities for perpetual preferred stock

            (4        

Proceeds from issuance of preferred stock

    676                   

Proceeds from issuance of common stock

    180         119         2,703   

Redemption of preferred stock

                    (6,599

Repurchase of common stock

    (514                

Repurchase of common stock warrant

                    (139

Cash dividends paid on preferred stock

    (118      (89      (275

Cash dividends paid on common stock

    (817      (383      (1,025

Net cash provided by (used in) financing activities

    22,359         19,412         (7,534

Change in cash and due from banks

    (525      8,281         (653

Cash and due from banks at beginning of year

    14,487         6,206         6,859   

Cash and due from banks at end of year

  $ 13,962       $ 14,487       $ 6,206   

Supplemental Cash Flow Disclosures

       

Cash paid for income taxes

  $ 495       $ 424       $ 344   

Cash paid for interest

    2,563         2,631         3,153   

Net noncash transfers to foreclosed property

    702         1,384         600   

Acquisitions

       

Assets (sold) acquired

  $ 1,761       $ (14    $ 17,212   

Liabilities sold (assumed)

    (2,100      (907      (17,870

Net

  $ (339    $ (921    $ (658

See Notes to Consolidated Financial Statements.

 

U.S. BANCORP     73   


Notes to Consolidated Financial Statements

 

  NOTE 1   Significant Accounting Policies

U.S. Bancorp is a multi-state financial services holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp and its subsidiaries (the “Company”) provide a full range of financial services, including lending and depository services through banking offices principally in the Midwest and West regions of the United States. The Company also engages in credit card, merchant, and ATM processing, mortgage banking, insurance, trust and investment management, brokerage, and leasing activities principally in domestic markets.

Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries and all variable interest entities (“VIEs”) for which the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. Consolidation eliminates all significant intercompany accounts and transactions. Certain items in prior periods have been reclassified to conform to the current presentation.

Uses of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual experience could differ from those estimates.

Business Segments

Within the Company, financial performance is measured by major lines of business based on the products and services provided to customers through its distribution channels. The Company has five reportable operating segments:

Wholesale Banking and Commercial Real Estate Wholesale Banking and Commercial Real Estate offers lending, equipment finance and small-ticket leasing, depository, treasury management, capital markets, foreign exchange, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution and public sector clients.

Consumer and Small Business Banking Consumer and Small Business Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail, ATM processing and over mobile devices. It encompasses community banking, metropolitan banking, in-store banking, small business banking, consumer lending, mortgage banking, consumer finance, workplace banking, student banking and 24-hour banking.

Wealth Management and Securities Services Wealth Management and Securities Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust, custody and mutual fund servicing through five businesses: Wealth Management, Corporate Trust Services, U.S. Bancorp Asset Management, Institutional Trust & Custody and Fund Services.

Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate and purchasing card services, consumer lines of credit and merchant processing.

Treasury and Corporate Support Treasury and Corporate Support includes the Company’s investment portfolios, most covered commercial and commercial real estate loans and related other real estate (“OREO”), funding, capital management, asset securitization, interest rate risk management, the net effect of transfer pricing related to average balances and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis.

Segment Results Accounting policies for the lines of business are the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to allocate funding costs and benefits, expenses and other financial elements to each line of business. For details of these methodologies and segment results, see “Basis for Financial Presentation” and Table 24 “Line of Business Financial Performance” included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.

Securities

Realized gains or losses on securities are determined on a trade date basis based on the specific amortized cost of the investments sold.

Trading Securities Debt and equity securities held for resale are classified as trading securities and are included in other assets and reported at fair value. Changes in fair value and realized gains or losses are reported in noninterest income.

Available-for-sale Securities These securities are not trading securities but may be sold before maturity in response to changes in the Company’s interest rate risk profile, funding needs, demand for collateralized deposits by public entities or other reasons. Available-for-sale securities are carried at fair value with unrealized net gains or losses reported within other comprehensive income (loss) in shareholders’ equity. Declines in fair value related to other-than-temporary impairment, if any, are reported in noninterest income.

 

74   U.S. BANCORP


Held-to-maturity Securities Debt securities for which the Company has the positive intent and ability to hold to maturity are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Declines in fair value related to other-than-temporary impairment, if any, are reported in noninterest income.

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase Securities purchased under agreements to resell and securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were acquired or sold, plus accrued interest. The fair value of collateral received is continually monitored and additional collateral is obtained or requested to be returned to the Company as deemed appropriate.

Equity Investments in Operating Entities

Equity investments in public entities in which the Company’s ownership is less than 20 percent are accounted for as available-for-sale securities and are carried at fair value. Similar investments in private entities are accounted for using the cost method. Investments in entities where the Company has a significant influence (generally between 20 percent and 50 percent ownership) but does not control the entity are accounted for using the equity method. Investments in limited partnerships and limited liability companies where the Company’s ownership interest is greater than 5 percent are accounted for using the equity method. All equity investments are evaluated for impairment at least annually and more frequently if certain criteria are met.

Loans

The Company offers a broad array of lending products and categorizes its loan portfolio into three segments, which is the level at which it develops and documents a systematic methodology to determine the allowance for credit losses. The Company’s three loan portfolio segments are commercial lending, consumer lending and covered loans. The Company further disaggregates its loan portfolio segments into various classes based on their underlying risk characteristics. The two classes within the commercial lending segment are commercial loans and commercial real estate loans. The three classes within consumer lending are residential mortgages, credit card loans and other retail loans. The covered loan segment consists of only one class.

The Company’s accounting methods for loans differ depending on whether the loans are originated or purchased, and for purchased loans, whether the loans were acquired at a discount related to evidence of credit deterioration since date of origination.

Originated Loans Held for Investment Loans the Company originates as held for investment are reported at the principal amount outstanding, net of unearned income, net deferred loan fees or costs, and any direct principal charge-offs.

Interest income is accrued on the unpaid principal balances as earned. Loan and commitment fees and certain direct loan origination costs are deferred and recognized over the life of the loan and/or commitment period as yield adjustments.

Purchased Loans All purchased loans (non-impaired and impaired) acquired after January 1, 2009 are initially measured at fair value as of the acquisition date in accordance with applicable authoritative accounting guidance. Credit discounts are included in the determination of fair value. An allowance for credit losses is not recorded at the acquisition date for loans purchased after January 1, 2009. In accordance with applicable authoritative accounting guidance, purchased non-impaired loans acquired in a business combination prior to January 1, 2009 were generally recorded at the predecessor’s carrying value including an allowance for credit losses.

In determining the acquisition date fair value of purchased impaired loans, and in subsequent accounting, the Company generally aggregates purchased consumer loans and certain smaller balance commercial loans into pools of loans with common risk characteristics, while accounting for larger balance commercial loans individually. Expected cash flows at the purchase date in excess of the fair value of loans are recorded as interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable. Subsequent to the purchase date, increases in cash flows over those expected at the purchase date are recognized as interest income prospectively. The present value of any decreases in expected cash flows after the purchase date is recognized by recording an allowance for credit losses. Revolving loans, including lines of credit and credit cards loans, and leases are excluded from purchased impaired loans accounting.

For purchased loans acquired after January 1, 2009 that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for credit losses only when the required allowance exceeds any remaining credit discounts. The remaining differences between the purchase price and the unpaid principal balance at the date of acquisition are recorded in interest income over the life of the loans.

Covered Assets Loans covered under loss sharing or similar credit protection agreements with the Federal Deposit Insurance Corporation (“FDIC”) are reported in loans along with the related indemnification asset. Foreclosed real estate covered under similar agreements is recorded in other assets. In accordance with applicable authoritative accounting guidance effective for the Company beginning January 1, 2009, all purchased loans and related indemnification assets are recorded at fair value at date of purchase.

Commitments to Extend Credit Unfunded residential mortgage loan commitments entered into in connection with mortgage banking activities intended to be held for sale are

 

U.S. BANCORP     75   


considered derivatives and recorded on the balance sheet at fair value with changes in fair value recorded in income. All other unfunded loan commitments are generally related to providing credit facilities to customers of the Company and are not considered derivatives. For loans purchased after January 1, 2009, the fair value of the unfunded credit commitments is considered in the determination of the fair value of the loans recorded at the date of acquisition. Reserves for credit exposure on all other unfunded credit commitments are recorded in other liabilities.

Allowance for Credit Losses The allowance for credit losses reserves for probable and estimable losses incurred in the Company’s loan and lease portfolio, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC. The allowance for credit losses is increased through provisions charged to operating earnings and reduced by net charge-offs. Management evaluates the allowance each quarter to ensure it appropriately reserves for incurred losses.

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. The Company currently uses an 11 year period of historical losses in considering actual loss experience. This timeframe and the results of the analysis are evaluated quarterly to determine the appropriateness. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price, or the fair value of the collateral for collateral-dependent loans. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, and historical losses, adjusted for current trends. The Company also considers the impacts of any loan modifications made to commercial lending segment loans and any subsequent payment defaults to its expectations of cash flows, principal balance, and current expectations about the borrower’s ability to pay in determining the allowance for credit losses.

The allowance recorded for purchased impaired and Troubled Debt Restructuring (“TDR”) loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, and historical losses, adjusted for current trends. The Company also considers any modifications made to consumer lending segment loans including the impacts of any subsequent payment defaults since modification in determining the allowance for credit losses, such as borrower’s ability to pay under the restructured terms, and the timing and amount of payments.

The allowance for covered segment loans is evaluated each quarter in a manner similar to that described for non-covered loans and represents any decreases in expected cash flows of those loans after the acquisition date. The provision for credit losses for covered segment loans considers the indemnification provided by the FDIC.

In addition, subsequent payment defaults on loan modifications considered TDRs are considered in the underlying factors used in the determination of the appropriateness of the allowance for credit losses. For each loan segment, the Company estimates future loan charge-offs through a variety of analysis, trends and underlying assumptions. With respect to the commercial lending segment, TDRs may be collectively evaluated for impairment where observed performance history, including defaults, is a primary driver of the loss allocation. For commercial TDRs individually evaluated for impairment, attributes of the borrower are the primary factors in determining the allowance for credit losses. However, incorporation of loss history is factored into the allowance methodology applied to this category of loans. With respect to the consumer lending segment, performance of the portfolio, including defaults on TDRs, is considered when estimating future cash flows.

The Company’s methodology for determining the appropriate allowance for credit losses for all the loan segments also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards, internal review and other relevant business practices; and the regulatory environment. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each of the above loan segments.

The Company also assesses the credit risk associated with off-balance sheet loan commitments, letters of credit, and derivatives. Credit risk associated with derivatives is reflected in the fair values recorded for those positions. The liability for off-balance sheet credit exposure related to loan commitments and other credit guarantees is included in other liabilities. Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments.

Credit Quality The quality of the Company’s loan portfolios is assessed as a function of net credit losses, levels of nonperforming assets and delinquencies, and credit quality ratings as defined by the Company.

 

76   U.S. BANCORP


For all loan classes, loans are considered past due based on the number of days delinquent except for monthly amortizing loans which are classified delinquent based upon the number of contractually required payments not made (for example, two missed payments is considered 30 days delinquent).

Commercial lending segment loans are placed on nonaccrual status when the collection of principal and interest has become 90 days past due or is otherwise considered doubtful. When a loan is placed on nonaccrual status, unpaid accrued interest is reversed. Commercial lending segment loans are generally fully or partially charged down to the fair value of the collateral securing the loan, less costs to sell, when the loan is considered uncollectible.

Consumer lending segment loans are generally charged-off at a specific number of days or payments past due. Residential mortgages and other retail loans secured by 1-4 family properties are generally charged down to fair market value, less costs to sell, at 180 days past due, and placed on nonaccrual status in instances where a partial charge-off occurs unless the loan is well secured and in the process of collection. Credit card loans continue to accrue interest until the account is charged off. Credit cards are charged off at 180 days past due. Other retail loans not secured by 1-4 family properties are charged-off at 120 days past due; and revolving consumer lines are charged off at 180 days past due. Similar to credit cards, other retail loans are generally not placed on nonaccrual status because of the relative short period of time to charge-off. Certain retail customers having financial difficulties may have the terms of their credit card and other loan agreements modified to require only principal payments and, as such, are reported as nonaccrual.

For all loan classes, interest payments received on nonaccrual loans are generally recorded as a reduction to the loan carrying amount. Interest payments recorded as reductions to a loan’s carrying amount while a loan is on nonaccrual are recognized as interest income only upon payoff of the loan. In certain circumstances, loans in any class may be restored to accrual status, such as when none of the principal and interest is past due and prospects for future payment are no longer in doubt; or the loan becomes well secured and is in the process of collection. Loans where there has been a partial charge-off may be returned to accrual status if all principal and interest (including amounts previously charged-off) is expected to be collected and the loan is current.

Covered loans not considered to be purchased impaired are evaluated for delinquency, nonaccrual status and charge-off consistent with the class of loan they would be included in had the loss share coverage not been in place. Generally, purchased impaired loans are considered accruing loans. However, the timing and amount of future cash flows for some loans is not reasonably estimable. Those loans are classified as nonaccrual loans and interest income is not recognized until the timing and amount of the future cash flows can be reasonably estimated.

The Company classifies its loan portfolios using internal credit quality ratings on a quarterly basis. These ratings include: pass, special mention and classified, and are an important part of the Company’s overall credit risk management process and evaluation of the allowance for credit losses. Loans with a pass rating represent those not classified on the Company’s rating scale for problem credits, as minimal credit risk has been identified. Special mention loans are those that have a potential weakness deserving management’s close attention. Classified loans are those where a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. It is possible that others, given the same information, may reach different reasonable conclusions regarding the credit quality rating classification of specific loans.

Troubled Debt Restructurings In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in payments to be received. The Company accrues interest on TDRs if the borrower complies with the revised terms and conditions as agreed upon with the Company and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. To the extent a previous restructuring was insignificant, the Company considers the cumulative effect of past restructurings related to the receivable when determining whether a current restructuring is a TDR. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes. Many of the Company’s TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes. However, the Company has also implemented certain restructuring programs that may result in TDRs.

For the commercial lending segment, modifications generally result in the Company working with borrowers on a case-by-case basis. Commercial and commercial real estate modifications generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate, which may not be deemed a market rate of interest. In addition, the Company may work with the borrower in identifying other changes that mitigate loss to the Company, which may include additional collateral or guarantees to support the loan. To a lesser extent, the Company may waive contractual principal. The Company classifies these concessions as TDRs to the extent the Company determines that the borrower is experiencing financial difficulty.

Modifications for the consumer lending segment are generally part of programs the Company has initiated. The Company participates in the U.S. Department of Treasury Home Affordable Modification Program (“HAMP”). HAMP gives qualifying homeowners an opportunity to permanently modify their loan and achieve more affordable monthly payments, with the U.S. Department of Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program.

 

U.S. BANCORP     77   


The Company also modifies residential mortgage loans under Federal Housing Administration, Department of Veterans Affairs, or other internal programs. Under these programs, the Company provides concessions to qualifying borrowers experiencing financial difficulties. The concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extension of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement and the loan documents are not modified until that time. Loans that require a trial period arrangement are reported as TDRs when offered to the borrower.

Credit card and other retail loan modifications are generally part of two distinct restructuring programs. The Company offers workout programs providing customers experiencing financial difficulty with modifications whereby balances may be amortized up to 60 months, and generally include waiver of fees and reduced interest rates. The Company also provides modification programs to qualifying customers experiencing a temporary financial hardship in which reductions are made to monthly required minimum payments for up to 12 months. Balances related to these programs are generally frozen, however, may be reopened upon successful exit of the program, in which account privileges may be restored.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for purposes of the Company’s accounting and disclosure if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with the modification on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under loss sharing agreements with the FDIC.

Impaired Loans For all loan classes, a loan is considered to be impaired when, based on current events or information, it is probable the Company will be unable to collect all amounts due per the contractual terms of the loan agreement. Impaired loans include all nonaccrual and TDR loans. For all loan classes, interest income on TDR loans is recognized under the modified terms and conditions if the borrower has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. Interest income is not recognized on other impaired loans until the loan is paid off.

Factors used by the Company in determining whether all principal and interest payments due on commercial and commercial real estate loans will be collected and therefore whether those loans are impaired, include but are not limited to, the financial condition of the borrower, collateral and/or guarantees on the loan, and the borrower’s estimated future ability to pay based on industry, geographic location and certain financial ratios. The evaluation of impairment on residential mortgages, credit card and other retail loans is primarily driven by delinquency status of individual loans or whether a loan has been modified. Individual covered loans, whose future losses are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company, are evaluated for impairment and accounted for in a manner consistent with the class of loan they would have been included in had the loss sharing coverage not been in place.

Leases The Company’s lease portfolio consists of both direct financing and leveraged leases. The net investment in direct financing leases is the sum of all minimum lease payments and estimated residual values, less unearned income. Unearned income is recorded in interest income over the terms of the leases to produce a level yield.

The investment in leveraged leases is the sum of all lease payments, less nonrecourse debt payments, plus estimated residual values, less unearned income. Income from leveraged leases is recognized over the term of the leases based on the unrecovered equity investment.

Residual values on leased assets are reviewed regularly for other-than-temporary impairment. Residual valuations for retail automobile leases are based on independent assessments of expected used car sale prices at the end-of-term. Impairment tests are conducted based on these valuations considering the probability of the lessee returning the asset to the Company, re-marketing efforts, insurance coverage and ancillary fees and costs. Valuations for commercial leases are based upon external or internal management appraisals. When there is impairment of the Company’s interest in the residual value of a leased asset, the carrying value is reduced to the estimated fair value with the writedown recognized in the current period.

Other Real Estate OREO is included in other assets, and is property acquired through foreclosure or other proceedings on defaulted loans. OREO is initially recorded at fair value, less estimated selling costs. OREO is evaluated regularly and any decreases in value along with holding costs, such as taxes and insurance, are reported in noninterest expense.

Loans Held for Sale

Loans held for sale (“LHFS”) represent mortgage loan originations intended to be sold in the secondary market and other loans that management has an active plan to sell. LHFS are carried at the lower-of-cost-or-fair value as determined on an aggregate basis by type of loan with the exception of loans for which the Company has elected fair value accounting, which are carried at fair value. The credit component of any writedowns upon the transfer of loans to LHFS is reflected in loan charge-offs.

 

78   U.S. BANCORP


Where an election is made to carry the LHFS at fair value, any further decreases or subsequent increases in fair value are recognized in noninterest income. Where an election is made to carry LHFS at lower-of-cost-or-fair value, any further decreases are recognized in noninterest income and increases in fair value are not recognized until the loans are sold. Fair value elections are made at the time of origination or purchase based on the Company’s fair value election policy.

Derivative Financial Instruments

In the ordinary course of business, the Company enters into derivative transactions to manage its interest rate, prepayment, credit, price and foreign currency risk and to accommodate the business requirements of its customers. Derivative instruments are reported in other assets or other liabilities at fair value. Changes in a derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

All derivative instruments that qualify and are designated for hedge accounting are recorded at fair value and classified either as a hedge of the fair value of a recognized asset or liability (“fair value hedge”), a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability or a forecasted transaction (“cash flow hedge”), or a hedge of the volatility of an investment in foreign operations driven by changes in foreign currency exchange rates (“net investment hedge”). Changes in the fair value of a derivative that is highly effective and designated as a fair value hedge, and the offsetting changes in the fair value of the hedged item, are recorded in income. Effective changes in the fair value of a derivative designated as a cash flow hedge are recorded in accumulated other comprehensive income (loss) until cash flows of the hedged item are recognized in income. Any change in fair value resulting from hedge ineffectiveness is immediately recorded in noninterest income. Effective changes in the fair value of net investment hedges are recorded in accumulated other comprehensive income (loss). The Company performs an assessment, both at the inception of a hedge and, at a minimum, on a quarterly basis thereafter, to determine whether derivatives designated as hedging instruments are highly effective in offsetting changes in the value of the hedged items.

If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in accumulated other comprehensive income (loss) is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occuring, whereby the amounts within accumulated other comprehensive income (loss) remain.

Revenue Recognition

The Company recognizes revenue as it is earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. In certain circumstances, noninterest income is reported net of associated expenses that are directly related to variable volume-based sales or revenue sharing arrangements or when the Company acts on an agency basis for others. Certain specific policies include the following:

Credit and Debit Card Revenue and Corporate Payment Products Revenue Credit and debit card revenue includes interchange income from consumer credit and debit cards, annual fees, and other transaction and account management fees. Corporate payment products revenue primarily includes interchange income from corporate and purchasing card transactions processed through card association networks and merchant discount income from closed loop network transactions. Interchange income is a fee paid by a merchant bank to the card-issuing bank through the interchange network. Interchange fees are set by the credit card associations and are based on cardholder purchase volumes. Merchant discount income is a fee paid by a merchant to the Company through the closed loop network. Merchant discount fees are set by the Company directly with the merchant. The Company records interchange and merchant discount income as transactions occur. Transaction and account management fees are recognized as transactions occur or services are provided, except for annual fees, which are recognized over the applicable period. Volume-related payments to partners and credit card associations and expenses for rewards programs are also recorded within credit and debit card revenue and corporate payment products revenue. Payments to partners and expenses related to rewards programs are recorded when earned by the partner or customer.

Merchant Processing Services Merchant processing services revenue consists principally of transaction and account management fees charged to merchants for the electronic processing of transactions, net of interchange fees paid to the card-issuing bank, card association assessments, and revenue sharing amounts, and is recognized at the time the merchant’s transactions are processed or other services are performed. The Company may enter into revenue sharing agreements with referral partners or in connection with purchases of merchant contracts from sellers. The revenue sharing amounts are determined primarily on sales volume processed or revenue generated for a particular group of merchants. Merchant processing revenue also includes revenues related to point-of-sale equipment recorded as sales when the equipment is shipped or as earned for equipment rentals.

 

U.S. BANCORP     79   


Trust and Investment Management Fees Trust and investment management fees are recognized over the period in which services are performed and are based on a percentage of the fair value of the assets under management or administration, fixed based on account type, or transaction-based fees.

Commercial Products Revenue Commercial products revenue primarily includes revenue related to ancillary services provided to Wholesale Banking and Commercial Real Estate customers including standby letter of credit fees, non-yield related loan fees, syndication and other capital markets related revenue, non-yield related leasing revenue and foreign exchange fees. These fees are recognized as earned or as transactions occur and services are provided.

Mortgage Banking Revenue Mortgage banking revenue includes revenue derived from mortgages originated and subsequently sold, generally with servicing retained. The primary components include: gains and losses on mortgage sales; servicing revenue, including losses related to the repurchase of previously-sold loans; changes in fair value for mortgage loans originated with the intent to sell and measured at fair value under the fair value option; changes in the fair value of mortgage servicing rights (“MSRs”); and the impact of risk management activities associated with the mortgage origination pipeline, funded loans and MSRs. Net Interest income from mortgage loans is recorded in interest income. Refer to Other Significant Policies in Note 1, as well as Note 10 and Note 21 for a further discussion of MSRs.

Deposit Service Charges Service charges on deposit accounts are primarily monthly fees based on minimum balances or transaction-based fees. These fees are recognized as earned or as transactions occur and services are provided.

Other Significant Policies

Intangible Assets The price paid over the net fair value of acquired businesses (“goodwill”) is not amortized. Other intangible assets are amortized over their estimated useful lives, using straight-line and accelerated methods. The recoverability of goodwill and other intangible assets is evaluated annually, at a minimum, or on an interim basis if events or circumstances indicate a possible inability to realize the carrying amount. The evaluation includes assessing the estimated fair value of the intangible asset based on market prices for similar assets, where available, and the present value of the estimated future cash flows associated with the intangible asset.

Income Taxes Deferred taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting carrying amounts.

 

Mortgage Servicing Rights MSRs are capitalized as separate assets when loans are sold and servicing is retained or if they are purchased from others. MSRs are recorded at fair value. The Company determines the fair value by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates, and other assumptions validated through comparison to trade information, industry surveys and independent third party valuations. Changes in the fair value of MSRs are recorded in earnings during the period in which they occur. Risks inherent in the MSRs valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. The Company utilizes interest rate swaps, futures, to-be-announced securities (“TBAs”) and options to mitigate MSR valuation risk.

Pensions For purposes of its pension plans, the Company utilizes its fiscal year-end as the measurement date. At the measurement date, plan assets are determined based on fair value, generally representing observable market prices or the net asset value provided by the plans’ administrator. The actuarial cost method used to compute the pension liabilities and related expense is the projected unit credit method. The projected benefit obligation is principally determined based on the present value of projected benefit distributions at an assumed discount rate. The discount rate utilized is based on the investment yield of high quality corporate bonds available in the marketplace with maturities equal to projected cash flows of future benefit payments as of the measurement date. Periodic pension expense (or income) includes service costs, interest costs based on the assumed discount rate, the expected return on plan assets based on an actuarially derived market-related value and amortization of actuarial gains and losses. Pension accounting reflects the long-term nature of benefit obligations and the investment horizon of plan assets, and can have the effect of reducing earnings volatility related to short-term changes in interest rates and market valuations. Actuarial gains and losses include the impact of plan amendments and various unrecognized gains and losses which are deferred and amortized over the future service periods of active employees. The market-related value utilized to determine the expected return on plan assets is based on fair value adjusted for the difference between expected returns and actual performance of plan assets. The unrealized difference between actual experience and expected returns is included in expense over a period of approximately twelve-years. The overfunded or underfunded status of the plans is recorded as an asset or liability on the consolidated balance sheet, with changes in that status recognized through other comprehensive income (loss).

Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and depreciated primarily on a straight-line basis over the estimated life of the

 

80   U.S. BANCORP


assets. Estimated useful lives range up to 40 years for newly constructed buildings and from 3 to 20 years for furniture and equipment.

Capitalized leases, less accumulated amortization, are included in premises and equipment. Capitalized lease obligations are included in long-term debt. Capitalized leases are amortized on a straight-line basis over the lease term and the amortization is included in depreciation expense.

Stock-Based Compensation The Company grants stock-based awards, including restricted stock, restricted stock units and options to purchase common stock of the Company. Stock option grants are for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Restricted stock and restricted stock unit grants are awarded at no cost to the recipient. Stock-based compensation for awards is recognized in the Company’s results of operations on a straight-line basis over the vesting period. The Company immediately recognizes compensation cost of awards to employees that meet retirement status, despite their continued active employment. The amortization of stock-based compensation reflects estimated forfeitures adjusted for actual forfeiture experience. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise or release of restrictions. At the time stock-based awards are exercised, cancelled, expire, or restrictions are released, the Company may be required to recognize an adjustment to tax expense, depending on the market price of the Company’s common stock at that time.

Per Share Calculations Earnings per common share is calculated by dividing net income applicable to U.S. Bancorp common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by adjusting income and outstanding shares, assuming conversion of all potentially dilutive securities.

 

  NOTE 2   Accounting Changes

Troubled Debt Restructurings On July 1, 2011, the Company adopted accounting guidance issued by the Financial Accounting Standards Board related to identifying and disclosing TDRs, applicable to modifications occurring on or after January 1, 2011. This guidance provides clarification in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for the purpose of determining whether a restructuring constitutes a TDR. The adoption of this guidance resulted in additional loan modifications considered to be TDRs which the Company had not previously considered to be impaired, and for which the allowance for credit losses had previously been measured under a collective allowance for credit losses methodology. These newly classified TDRs primarily relate to whether or not (i) modifications to interest rates on individual loans are below a market rate of interest, and (ii) a delay in payment is insignificant. In addition, the Company now includes covered loans and residential mortgage loans repurchased from Government National Association (“GNMA”) mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs in its presentation of TDRs even though the exposure to loss on these loans is significantly mitigated by the related loss share agreements or guarantee. Further, the Company also includes loans in a trial modification period as a result of this guidance. The adoption of this guidance did not have a material impact on the Company’s total allowance for credit losses.

 

  NOTE 3   Business Combinations and Divestitures

In January 2011, the Company acquired the banking operations of First Community Bank of New Mexico (“FCB”) from the FDIC. The FCB transaction did not include a loss sharing agreement. The Company acquired 38 branch locations and approximately $1.8 billion in assets, assumed approximately $2.1 billion in liabilities, and received approximately $412 million in cash from the FDIC. In addition, the Company recognized a $46 million gain on this transaction during the first quarter of 2011.

In 2010, the Company acquired the securitization trust administration business of Bank of America, N.A. This transaction included the acquisition of $1.1 trillion of assets under administration and provided the Company with approximately $8 billion of deposits at the time of closing.

During 2010, the Company exchanged its proprietary long-term mutual fund business of U.S. Bancorp Asset Management (formerly FAF Advisors, Inc.), an affiliate of the Company, for cash consideration and a 9.5 percent equity interest in Nuveen Investments. The Company recorded a $103 million gain ($41 million after tax) related to this transaction. The Company retained all other products and services previously offered by U.S. Bancorp Asset Management.

 

  NOTE 4   Restrictions on Cash and Due from Banks

The Federal Reserve Bank requires bank subsidiaries to maintain minimum average reserve balances. The amount of those required reserve balances were approximately $1.7 billion and $1.2 billion at December 31, 2011 and 2010, respectively. At December 31, 2011 and 2010, the Company held $8.5 billion and $10.1 billion, respectively of balances at the Federal Reserve Bank. These balances are included in cash and due from banks on the consolidated balance sheet.

 

U.S. BANCORP     81   


  NOTE 5   Investment Securities

The amortized cost, other-than-temporary impairment recorded in other comprehensive income (loss), gross unrealized holding gains and losses, and fair value of held-to-maturity and available-for-sale securities at December 31 were as follows:

 

 

    2011           2010  
                Unrealized Losses                             Unrealized Losses        
(Dollars in Millions)   Amortized
Cost
    Unrealized
Gains
   

Other-
than-
Temporary

(d)

    Other (e)     Fair Value           Amortized
Cost
    Unrealized
Gains
   

Other-
than-
Temporary

(d)

    Other (e)     Fair Value  

Held-to-maturity (a)

                       

U.S. Treasury and agencies

  $ 2,560      $ 35      $      $      $ 2,595          $ 165      $      $      $ (1   $ 164   

Mortgage-backed securities

                       

Residential

                       

Agency

    16,085        333               (3     16,415            847                      (4     843   

Non-agency

                       

non-prime

    2                             2            3                             3   

Commercial

                       

non-agency

    4                      (2     2            10                      (5     5   

Asset-backed securities

                       

Collateralized debt
obligations/Collaterized
loan obligations

    52        13               (2     63            157        13               (18     152   

Other

    23        1        (6     (1     17            127               (1     (7     119   

Obligations of state and political subdivisions

    23        1               (1     23            27        1               (1     27   

Obligations of foreign governments

    7                             7            7                             7   

Other debt securities

    121                      (29     92            126                      (27     99   

Total held-to-maturity

  $ 18,877      $ 383      $ (6   $ (38   $ 19,216          $ 1,469      $ 14      $ (1   $ (63   $ 1,419   

Available-for-sale (b)

                       

U.S. Treasury and agencies

  $ 1,045      $ 13      $      $ (1   $ 1,057          $ 2,559      $ 6      $      $ (28   $ 2,537   

Mortgage-backed securities

                       

Residential

                       

Agency

    39,337        981               (4     40,314            37,144        718               (159     37,703   

Non-agency

                       

Prime (c)

    911        5        (63     (50     803            1,216        12        (86     (39     1,103   

Non-prime

    1,047        9        (247     (7     802            1,193        15        (243     (18     947   

Commercial

                       

Agency

    133        7                      140            194        5               (2     197   

Non-agency

    42        2               (2     42            47        3                      50   

Asset-backed securities

                       

Collateralized debt obligations/Collaterized loan obligations

    180        31        (3     (2     206            204        23        (2     (1     224   

Other

    694        16        (5     (24     681            709        23        (3     (9     720   

Obligations of state and political subdivisions

    6,394        167               (22     6,539            6,835        3               (421     6,417   

Obligations of foreign governments

    6                             6            6                             6   

Corporate debt securities

    1,000        1               (174     827            1,109                      (151     958   

Perpetual preferred securities

    379        25               (86     318            456        41               (49     448   

Other investments

    188        15               (1     202            183        17               (1     199   

Total available-for-sale

  $ 51,356      $ 1,272      $ (318   $ (373   $ 51,937          $ 51,855      $ 866      $ (334   $ (878   $ 51,509   

 

(a) Held-to-maturity securities are carried at historical cost adjusted for amortization of premiums and accretion of discounts and credit-related other-than-temporary impairment.
(b) Available-for-sale securities are carried at fair value with unrealized net gains or losses reported within accumulated other comprehensive income (loss) in shareholders’ equity.
(c) Prime securities are those designated as such by the issuer or those with underlying asset characteristics and/or credit enhancements consistent with securities designated as prime.
(d) Represents impairment not related to credit for those securities that have been determined to be other-than-temporarily impaired.
(e) Represents unrealized losses on securities that have not been determined to be other-than-temporarily impaired.

 

82   U.S. BANCORP


The weighted-average maturity of the available-for-sale investment securities was 5.2 years at December 31, 2011, compared with 7.4 years at December 31, 2010. The corresponding weighted-average yields were 3.19 percent and 3.41 percent, respectively. The weighted-average maturity of the held-to-maturity investment securities was 3.9 years at December 31, 2011, and 6.3 years at December 31, 2010. The corresponding weighted-average yields were 2.21 percent and 2.07 percent, respectively.

For amortized cost, fair value and yield by maturity date of held-to-maturity and available-for-sale securities outstanding at December 31, 2011, refer to Table 13 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.

Securities carried at $20.7 billion at December 31, 2011, and $28.0 billion at December 31, 2010, were pledged to secure public, private and trust deposits, repurchase agreements and for other purposes required by law. Included in these amounts were securities sold under agreements to repurchase where the buyer/lender has the right to sell or pledge the securities and which were collateralized by securities with a carrying amount of $7.0 billion at December 31, 2011, and $9.3 billion at December 31, 2010.

The following table provides information about the amount of interest income from taxable and non-taxable investment securities:

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Taxable

  $ 1,517       $ 1,292       $ 1,295   

Non-taxable

    303         309         311   

Total interest income from investment securities

  $ 1,820       $ 1,601       $ 1,606   

The following table provides information about the amount of gross gains and losses realized through the sales of available-for-sale investment securities:

 

 

Year Ended December 31 (Dollars in Millions)   2011           2010           2009  

Realized gains

  $ 11      $ 21      $ 150   

Realized losses

    (7     (8     (3

Net realized gains (losses)

  $ 4      $ 13      $ 147   

Income tax (benefit) on net realized gains (losses)

  $ 2      $ 5      $ 56   

In 2007, the Company purchased certain structured investment securities (“SIVs”) from certain money market funds managed by an affiliate of the Company. Subsequent to the initial purchase, the Company exchanged its interest in the SIVs for a pro-rata portion of the underlying investment securities according to the applicable restructuring agreements. The SIVs and the investment securities received are collectively referred to as “SIV-related securities” and are predominately included in non-agency mortgage-backed securities and asset-backed securities.

Some of the SIV-related securities evidenced credit deterioration at the time of acquisition by the Company. Investment securities with evidence of credit deterioration at acquisition had an unpaid principal balance and fair value of $416 million and $145 million, respectively, at December 31, 2011, and $485 million and $173 million, respectively, at December 31, 2010. Changes in the accretable balance for these securities were as follows:

 

 

Year Ended December 31 (Dollars in Millions)   2011             2010            2009  

Balance at beginning of period

  $ 139       $ 292       $ 349   

Impact of other-than-temporary impairment accounting change

                    (124

Adjusted balance at beginning of period

    139         292         225   

Additions (a)

            66         127   

Disposals (b)

            (219        

Accretion

    (17      (29      (6

Other (c)

    (22      29         (54

Balance at end of period

  $ 100       $ 139       $ 292   

 

(a) Primarily resulted from the exchange of certain SIVs for the underlying investment securities.
(b) Primarily resulted from the sale of securities covered under loss sharing agreements with the FDIC and the exchange of certain SIVs for the underlying investment securities.
(c) Primarily represents changes in projected future cash flows related to variable rates on certain investment securities.

The Company conducts a regular assessment of its investment securities with unrealized losses to determine whether securities are other-than-temporarily impaired considering, among other factors, the nature of the securities, credit ratings or financial condition of the issuer, the extent and duration of the unrealized loss, expected cash flows of underlying collateral, market conditions and whether the Company intends to sell or it is more likely than not the Company will be required to sell the securities.

 

U.S. BANCORP     83   


The following table summarizes other-than-temporary impairment by investment category:

 

 

    2011   2010           2009  
Year Ended December 31 (Dollars in Millions)   Losses
Recorded in
Earnings
    Other Gains
(Losses) (b)
    Total           Losses
Recorded in
Earnings
    Other Gains
(Losses) (b)
    Total           Losses
Recorded in
Earnings
    Other Gains
(Losses) (b)
    Total  

Held-to-maturity

                         

Other asset-backed securities

  $      $      $          $ (2   $      $ (2       $      $      $   

Total held-to-maturity

  $      $      $          $ (2   $      $ (2       $      $      $   

Available-for-sale

                         

Mortgage-backed securities

                         

Non-agency residential

                         

Prime (a)

  $ (3   $ (5   $ (8       $ (5   $ (10   $ (15       $ (13   $ (182   $ (195

Non-prime

    (24     (23     (47         (63     (60     (123         (151     (304     (455

Commercial non-agency

                                                      (1     (1     (2

Asset-backed securities

                         

Collateralized debt obligations/Collaterized loan obligations

                             (6     (1     (7         (17     (3     (20

Other

    (4     3        (1         (13     4        (9         (186     88        (98

Obligations of state and political subdivisions

    (4            (4                                                  

Corporate debt securities

                                                      (7            (7

Perpetual preferred securities

                             (1            (1         (223            (223

Other debt securities

                             (1     1                                   

Total available-for-sale

  $ (35   $ (25   $ (60       $ (89   $ (66   $ (155       $ (598   $ (402   $ (1,000

 

(a) Prime securities are those designated as such by the issuer or those with underlying asset characteristics and/or credit enhancements consistent with securities designated as prime.
(b) Represents the non-credit portion of other-than-temporary impairment recorded in other comprehensive income for securities determined to be other-than-temporarily impaired during the period.

The Company determined the other-than-temporary impairment recorded in earnings for securities by estimating the future cash flows of each individual security, using market information where available, and discounting the cash flows at the original effective rate of the security. Other-than-temporary impairment recorded in other comprehensive income (loss) was measured as the difference between that discounted amount and the fair value of each security. The following table includes the ranges for principal assumptions used for those available-for-sale non-agency mortgage-backed securities determined to be other-than-temporarily impaired:

 

 

    Prime              Non-Prime  
      Minimum      Maximum      Average              Minimum      Maximum      Average  

December 31, 2011

                      

Estimated lifetime prepayment rates

    4      15      14            2      11      6

Lifetime probability of default rates

    2         9         3               1         20         5   

Lifetime loss severity rates

    40         50         46               8         70         52   

December 31, 2010

                      

Estimated lifetime prepayment rates

    4      14      13            1      12      6

Lifetime probability of default rates

    3         9         3               1         20         8   

Lifetime loss severity rates

    40         55         41               37         71         55   

Changes in the credit losses on debt securities (excludes perpetual preferred securities) are summarized as follows:

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Balance at beginning of period

  $ 358       $ 335       $ 299   

Additions to credit losses due to other-than-temporary impairments

       

Credit losses on securities not previously considered other-than-temporarily impaired

    7         19         94   

Decreases in expected cash flows on securities for which other-than-temporary impairment was previously recognized

    28         72         148   

Total other-than-temporary impairment on debt securities

    35         91         242   

Other changes in credit losses

       

Increases in expected cash flows

    (21      (26      (49

Realized losses (a)

    (73      (60      (30

Credit losses on security sales and securities expected to be sold

    (1              (127

Other

            18           

Balance at end of period

  $ 298       $ 358       $ 335   

 

(a) Primarily represents principal losses allocated to mortgage and asset-backed securities in the Company’s portfolio under the terms of the securitization transaction documents.

 

84   U.S. BANCORP


At December 31, 2011, certain investment securities had a fair value below amortized cost. The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and length of time the individual securities have been in continuous unrealized loss positions, at December 30, 2011:

 

 

    Less Than 12 Months     12 Months or Greater           Total  
(Dollars in Millions)   Fair
Value
    Unrealized
Losses
          Fair
Value
    Unrealized
Losses
          Fair
Value
    Unrealized
Losses
 

Held-to-maturity

                   

Mortgage-backed securities

                   

Residential

                   

Agency

  $ 697      $ (3       $      $          $ 697      $ (3

Non-agency non-prime (a)

                      1                   1          

Commercial non-agency

                      3        (2         3        (2

Asset-backed securities

                   

Collateralized debt obligations/Collaterized loan obligations

                      29        (2         29        (2

Other

                      14        (7         14        (7

Obligations of state and political subdivisions

                      9        (1         9        (1

Other debt securities

                      92        (29         92        (29

Total held-to-maturity

  $ 697      $ (3       $ 148      $ (41       $ 845      $ (44

Available-for-sale

                   

U.S. Treasury and agencies

  $ 22      $ (1       $      $          $ 22      $ (1

Mortgage-backed securities

                   

Residential

                   

Agency

    2,689        (3         676        (1         3,365        (4

Non-agency (a)

                   

Prime (b)

    102        (6         649        (107         751        (113

Non-prime

    47        (4         685        (250         732        (254

Commercial non-agency

    21        (2         1                   22        (2

Asset-backed securities

                   

Collateralized debt obligations/Collaterized loan obligations

    14        (2         9        (3         23        (5

Other

    497        (14         116        (15         613        (29

Obligations of state and political subdivisions

    73                   879        (22         952        (22

Obligations of foreign governments

    6                                     6          

Corporate debt securities

    156        (1         580        (173         736        (174

Perpetual preferred securities

    78        (19         162        (67         240        (86

Other investments

    1                   2        (1         3        (1

Total available-for-sale

  $ 3,706      $ (52       $ 3,759      $ (639       $ 7,465      $ (691

 

(a) The Company has $367 million of unrealized losses on residential non-agency mortgage-backed securities. Credit-related other-than-temporary impairment on these securities may occur if there is further deterioration in underlying collateral pool performance. Borrower defaults may increase if current economic conditions persist or worsen. Additionally, further deterioration in home prices may increase the severity of projected losses.
(b) Prime securities are those designated as such by the issuer or those with underlying asset characteristics and/or credit enhancements consistent with securities designated as prime.

 

The Company does not consider these unrealized losses to be credit-related. These unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. A substantial portion of securities that have unrealized losses are either corporate debt or mortgage-backed securities issued with high investment grade credit ratings. In general, the issuers of the investment securities are contractually prohibited from prepayment at less than par, and the Company did not pay significant purchase premiums for these securities. At December 31, 2011, the Company had no plans to sell securities with unrealized losses, and believes it is more likely than not it would not be required to sell such securities before recovery of their amortized cost.

 

U.S. BANCORP     85   


  NOTE 6   Loans and Allowance for Credit Losses

The composition of the loan portfolio at December 31, disaggregated by class and underlying specific portfolio type, was as follows:

 

 

(Dollars in Millions)      2011        2010  

Commercial

         

Commercial

     $ 50,734         $ 42,272   

Lease financing

       5,914           6,126   

Total commercial

       56,648           48,398   

Commercial real estate

         

Commercial mortgages

       29,664           27,254   

Construction and development

       6,187           7,441   

Total commercial real estate

       35,851           34,695   

Residential mortgages

         

Residential mortgages

       28,669           24,315   

Home equity loans, first liens

       8,413           6,417   

Total residential mortgages

       37,082           30,732   

Credit card

       17,360           16,803   

Other retail

         

Retail leasing

       5,118           4,569   

Home equity and second mortgages

       18,131           18,940   

Revolving credit

       3,344           3,472   

Installment

       5,348           5,459   

Automobile

       11,508           10,897   

Student

       4,658           5,054   

Total other retail

       48,107           48,391   

Total loans, excluding covered loans

       195,048           179,019   

Covered loans

       14,787           18,042   

Total loans

     $ 209,835         $ 197,061   

 

The Company had loans of $67.0 billion at December 31, 2011, and $62.8 billion at December 31, 2010, pledged at the Federal Home Loan Bank (“FHLB”), and loans of $47.2 billion at December 31, 2011, and $44.6 billion at December 31, 2010, pledged at the Federal Reserve Bank.

The Company primarily lends to borrowers in the states in which it has Consumer and Small Business Banking offices. Collateral for commercial loans may include marketable securities, accounts receivable, inventory and equipment. For details of the Company’s commercial portfolio by industry group and geography as of December 31, 2011 and 2010, see Table 7 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.

For detail of the Company’s commercial real estate portfolio by property type and geography as of December 31, 2011 and 2010, see Table 8 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements. Such loans are collateralized by the related property.

Originated loans are reported at the principal amount outstanding, net of unearned interest and deferred fees and costs. Net unearned interest and deferred fees and costs amounted to $1.1 billion at December 31, 2011, and $1.3 billion at December 31, 2010. All purchased loans and related indemnification assets are recorded at fair value at the date of purchase. The Company evaluates purchased loans for impairment at the date of purchase in accordance with applicable authoritative accounting guidance. Purchased loans with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are considered “purchased impaired loans”. All other purchased loans are considered “purchased nonimpaired loans”.

On the acquisition date, the estimate of the contractually required payments receivable for all purchased impaired loans acquired in the FCB transaction were $502 million, the cash flows expected to be collected were $338 million including interest, and the estimated fair values of the loans were $238 million. These amounts were determined based upon the estimated remaining life of the underlying loans, which includes the effects of estimated prepayments. For the purchased nonimpaired loans acquired in the FCB transaction, the estimate as of the acquisition date of the contractually required payments receivable were $1.2 billion, the contractual cash flows not expected to be collected were $184 million, and the estimated fair value of the loans was $828 million.

 

86   U.S. BANCORP


Changes in the accretable balance for all purchased impaired loans, including those acquired in the FCB transaction, for the years ended December 31, were as follows:

 

 

(Dollars in Millions)   2011      2010      2009  

Balance at beginning of period

  $ 2,890       $ 2,845       $ 2,719   

Purchases

    100                 356   

Accretion

    (451      (421      (358

Disposals

    (67      (27      (56

Reclassifications (to)/from nonaccretable difference (a)

    184         536         384   

Other

    (37      (43      (200

Balance at end of period

  $ 2,619       $ 2,890       $ 2,845   

 

(a) Primarily relates to changes in expected credit performance and changes in variable rates.

Allowance for Credit Losses The allowance for credit losses reserves for probable and estimable losses incurred in the Company’s loan and lease portfolio and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC.

Activity in the allowance for credit losses by portfolio class was as follows:

 

 

(Dollars in Millions)   Commercial    

Commercial

Real Estate

   

Residential

Mortgages

   

Credit

Card

   

Other

Retail

   

Total Loans,

Excluding
Covered Loans

    Covered
Loans
    Total
Loans
 

Balance at December 31, 2009

  $ 1,208      $ 1,001      $ 672      $ 1,495      $ 871      $ 5,247      $ 17      $ 5,264   

Add

               

Provision for credit losses

    723        1,135        694        1,100        681        4,333        23        4,356   

Deduct

               

Loans charged off

    918        871        554        1,270        863        4,476        20        4,496   

Less recoveries of loans charged off

    (91     (26     (8     (70     (118     (313     (2     (315

Net loans charged off

    827        845        546        1,200        745        4,163        18        4,181   

Net change for credit losses to be reimbursed by the FDIC

                                              92        92   

Balance at December 31, 2010

  $ 1,104      $ 1,291      $ 820      $ 1,395      $ 807      $ 5,417      $ 114      $ 5,531   

Add

               

Provision for credit losses

    312        361        596        431        628        2,328        15        2,343   

Deduct

               

Loans charged off

    516        543        502        922        733        3,216        13        3,229   

Less recoveries of loans charged off

    (110     (45     (13     (88     (129     (385     (1     (386

Net loans charged off

    406        498        489        834        604        2,831        12        2,843   

Net change for credit losses to be reimbursed by the FDIC

                                              (17     (17

Balance at December 31, 2011

  $ 1,010      $ 1,154      $ 927      $ 992      $ 831      $ 4,914      $ 100      $ 5,014   

 

U.S. BANCORP     87   


Additional detail of the allowance for credit losses by portfolio class was as follows:

 

 

(Dollars in Millions)   Commercial     Commercial
Real Estate
    Residential
Mortgages
    Credit
Card
    Other
Retail
   

Total Loans,

Excluding
Covered Loans

    Covered
Loans
    Total
Loans
 

Allowance balance at December 31, 2011 related to

               

Loans individually evaluated for impairment (a)

  $ 16      $ 61      $ 1      $      $      $ 78      $ 2      $ 80   

TDRs collectively evaluated for impairment

    40        33        490        219        57        839               839   

Other loans collectively evaluated for impairment

    954        1,057        436        773        774        3,994        22        4,016   

Loans acquired with deteriorated credit quality

           3                             3        76        79   

Total allowance for credit losses

  $ 1,010      $ 1,154      $ 927      $ 992      $ 831      $ 4,914      $ 100      $ 5,014   

Allowance balance at December 31, 2010 related to

               

Loans individually evaluated for impairment (a)

  $ 38      $ 55      $      $      $      $ 93      $      $ 93   

TDRs collectively evaluated for impairment

                  320        223        30        573               573   

Other loans collectively evaluated for impairment

    1,066        1,235        500        1,172        777        4,750        28        4,778   

Loans acquired with deteriorated credit quality

           1                             1        86        87   

Total allowance for credit losses

  $   1,104      $   1,291      $      820      $   1,395      $      807      $     5,417      $      114      $     5,531   

 

(a) Represents the allowance for credit losses related to loans greater than $5 million classified as nonperforming or TDRs.

Additional detail of loan balances by portfolio class was as follows:

 

 

(Dollars in Millions)   Commercial     Commercial
Real Estate
    Residential
Mortgages
    Credit
Card
    Other
Retail
    Total Loans,
Excluding
Covered Loans
    Covered
Loans(b)
    Total
Loans
 

December 31, 2011

               

Loans individually evaluated for impairment (a)

  $ 222      $ 812      $ 6      $      $      $ 1,040      $ 204      $ 1,244   

TDRs collectively evaluated for impairment

    277        331        3,430        584        148        4,770        113        4,883   

Other loans collectively evaluated for impairment

    56,138        34,574        33,642        16,776        47,959        189,089        8,616        197,705   

Loans acquired with deteriorated credit quality

    11        134        4                      149        5,854        6,003   

Total loans

  $ 56,648      $ 35,851      $ 37,082      $ 17,360      $ 48,107      $ 195,048      $ 14,787      $ 209,835   

December 31, 2010

               

Loans individually evaluated for impairment (a)

  $ 295      $ 801      $      $      $      $ 1,096      $      $ 1,096   

TDRs collectively evaluated for impairment

                  1,957        452        114        2,523               2,523   

Other loans collectively evaluated for impairment

    48,103        33,834        28,775        16,351        48,277        175,340        11,899        187,239   

Loans acquired with deteriorated credit quality

           60                             60        6,143        6,203   

Total loans

  $ 48,398      $ 34,695      $ 30,732      $ 16,803      $ 48,391      $ 179,019      $ 18,042      $ 197,061   
(a) Represents loans greater than $5 million classified as nonperforming or TDRs.
(b) Includes expected reimbursements from the FDIC under loss sharing agreements.

 

Credit Quality The quality of the Company’s loan portfolios is assessed as a function of net credit losses, levels of nonperforming assets and delinquencies, and credit quality ratings as defined by the Company. These credit quality ratings are an important part of the Company’s overall credit risk management process and evaluation of its allowance for credit losses.

 

88   U.S. BANCORP


The following table provides a summary of loans by portfolio class, including the delinquency status of those that continue to accrue interest, and those that are nonperforming:

 

 

    Accruing                    
(Dollars in Millions)   Current       

30-89 Days

Past Due

       90 Days or
More Past Due
       Nonperforming        Total  

December 31, 2011

                     

Commercial

  $ 55,991         $ 300         $ 45         $ 312         $ 56,648   

Commercial real estate

    34,800           138           14           899           35,851   

Residential mortgages (a)

    35,664           404           364           650           37,082   

Credit card

    16,662           238           236           224           17,360   

Other retail

    47,516           340           184           67           48,107   

Total loans, excluding covered loans

    190,633           1,420           843           2,152           195,048   

Covered loans

    12,589           362           910           926           14,787   

Total loans

  $ 203,222         $ 1,782         $ 1,753         $ 3,078         $ 209,835   

December 31, 2010

                     

Commercial

  $ 47,412         $ 325         $ 64         $ 597         $ 48,398   

Commercial real estate

    32,986           415           1           1,293           34,695   

Residential mortgages (a)

    29,140           456           500           636           30,732   

Credit card

    15,993           269           313           228           16,803   

Other retail

    47,706           404           216           65           48,391   

Total loans, excluding covered loans

    173,237           1,869           1,094           2,819           179,019   

Covered loans

    14,951           757           1,090           1,244           18,042   

Total loans

  $ 188,188         $ 2,626         $ 2,184         $ 4,063         $ 197,061   

 

(a) At December 31, 2011, $545 million of loans 30 – 89 days past due and $2.6 billion of loans 90 days or more past due purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs, were classified as current, compared with $439 million and $2.6 billion at December 31, 2010, respectively.

 

Total nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms, other real estate and other nonperforming assets owned by the Company. For details of the Company’s nonperforming assets as of December 31, 2011 and 2010, see Table 16 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.

 

U.S. BANCORP     89   


The following table provides a summary of loans by portfolio class and the Company’s internal credit quality rating:

 

 

             Criticized           
(Dollars in Millions)   Pass       

Special

Mention

       Classified (a)       

Total

Criticized

       Total  

December 31, 2011

                     

Commercial

  $ 54,003         $ 1,047         $ 1,598         $ 2,645         $ 56,648   

Commercial real estate

    30,733           793           4,325           5,118           35,851   

Residential mortgages (b)

    35,814           19           1,249           1,268           37,082   

Credit card

    16,910                     450           450           17,360   

Other retail

    47,665           24           418           442           48,107   

Total loans, excluding covered loans

    185,125           1,883           8,040           9,923           195,048   

Covered loans

    13,966           187           634           821           14,787   

Total loans

  $ 199,091         $ 2,070         $ 8,674         $ 10,744         $ 209,835   

Total outstanding commitments

  $ 410,457         $ 3,418         $ 9,690         $ 13,108         $ 423,565   

December 31, 2010

                     

Commercial

  $ 44,595         $ 1,545         $ 2,258         $ 3,803         $ 48,398   

Commercial real estate

    28,155           1,540           5,000           6,540           34,695   

Residential mortgages (b)

    29,355           29           1,348           1,377           30,732   

Credit card

    16,262                     541           541           16,803   

Other retail

    47,906           70           415           485           48,391   

Total loans, excluding covered loans

    166,273           3,184           9,562           12,746           179,019   

Covered loans

    17,073           283           686           969           18,042   

Total loans

  $ 183,346         $ 3,467         $ 10,248         $ 13,715         $ 197,061   

Total outstanding commitments

  $ 370,031         $ 4,923         $ 11,576         $ 16,499         $ 386,530   

 

(a) Classified rating on consumer loans primarily based on delinquency status.
(b) At December 31, 2011, $2.6 billion of GNMA loans 90 days or more past due and $2.0 billion of restructured GNMA loans whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs were classified with a pass rating, compared with $2.6 billion and $1.1 billion at December 31, 2010, respectively.

For all loan classes, a loan is considered to be impaired when, based on current events or information, it is probable the Company will be unable to collect all amounts due per the contractual terms of the loan agreement. A summary of impaired loans, which include all nonaccrual and TDR loans, by portfolio class was as follows:

 

 

(Dollars in Millions)   Period-end
Recorded
Investment (a)
       Unpaid
Principal
Balance
       Valuation
Allowance
      

Commitments

to Lend

Additional

Funds

 

December 31, 2011

                

Commercial

  $ 657         $ 1,437         $ 62         $ 68   

Commercial real estate

    1,436           2,503           124           25   

Residential mortgages

    2,652           3,193           482           2   

Credit card

    584           584           219             

Other retail

    188           197           57             

Total impaired loans, excluding GNMA and covered loans

    5,517           7,914           944           95   

Loans purchased from GNMA mortgage pools

    1,265           1,265           18             

Covered loans

    1,170           1,642           43           49   

Total

  $ 7,952         $ 10,821         $ 1,005         $ 144   

December 31, 2010

                

Commercial

  $ 596         $ 1,631         $ 59         $ 80   

Commercial real estate

    1,308           2,659           118           17   

Residential mortgages

    2,440           2,877           334             

Credit card

    452           452           218             

Other retail

    152           189           32             

Total

  $ 4,948         $ 7,808         $ 761         $ 97   

 

(a) Substantially all loans classified as impaired at December 31, 2011 and 2010, had an associated allowance for credit losses. The total amount of interest income recognized during 2011 on loans classified as impaired at December 31, 2011, excluding those acquired with deteriorated credit quality, was $358 million, compared to what would have been recognized at the original contractual terms of the loans of $523 million.

 

90   U.S. BANCORP


Additional information on impaired loans for the years ended December 31 follows:

 

 

(Dollars in Millions)   Average
Recorded
Investment
       Interest
Income
Recognized
 

2011

      

Commercial

  $ 534         $ 12   

Commercial real estate

    1,537           18   

Residential mortgages

    2,557           100   

Credit card

    485           15   

Other retail

    164           5   

Total impaired loans, excluding GNMA and covered loans

    5,277           150   

Loans purchased from GNMA mortgage pools

    710           25   

Covered loans

    780           11   

Total

  $ 6,767         $ 186   

2010

      

Commercial

  $ 693         $ 8   

Commercial real estate

    1,601           2   

Residential mortgages

    2,297           72   

Credit card

    418           11   

Other retail

    150           6   

Total

  $ 5,159         $ 99   

Troubled Debt Restructurings In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. The following table provides a summary of loans modified as TDRs for the year ended December 31, 2011, by portfolio class:

 

 

(Dollars in Millions)  

Number

of Loans

      

Pre-Modification

Outstanding

Loan

Balance

    

Post-Modification

Outstanding
Loan Balance

 

Commercial

    5,285         $ 456       $ 427   

Commercial real estate

    506           1,078         1,060   

Residential mortgages

    3,611           708         704 (a) 

Credit card

    55,951           322         321   

Other retail

    4,028           73         72 (b) 

Total loans, excluding GNMA and covered loans

    69,381           2,637         2,584   

Loans purchased from GNMA mortgage pools

    9,569           1,277         1,356 (c)(d) 

Covered loans

    283           604         575   

Total loans

    79,233         $ 4,518       $ 4,515   

 

(a) Residential mortgage and home equity and second mortgage TDRs include trial period arrangements offered to customers during the period and the post-modification balances for these loans reflect the current outstanding balance until a permanent modification is made. At December 31, 2011, 451 loans with outstanding balances of $75 million were in a trial period and have an estimated post-modification balance of $88 million assuming permanent modification occurs at the end of the trial period.
(b) At December 31, 2011, 53 home equity and second mortgage loans with outstanding balances of $3 million were in a trial period and have an estimated post-modification balance of $5 million assuming permanent modification occurs at the end of the trial period.
(c) At December 31, 2011, 1,591 loans with outstanding balances of $207 million were in a trial period and have an estimated post-modification balance of $232 million assuming permanent modification occurs at the end of the trial period.
(d) Post-modification balances typically include capitalization of unpaid accrued interest and/or fees under the various modification programs.

 

U.S. BANCORP     91   


The following table provides a summary of TDR loans that defaulted (fully or partially charged-off or became 90 days or more past due) during 2011 that were modified as TDRs within 12 months previous to default:

 

 

(Dollars in Millions)  

Number

of Loans

      

Amount

Defaulted

 

Commercial

    665         $ 26   

Commercial real estate

    64           67   

Residential mortgages

    623           127   

Credit card

    8,046           43   

Other retail

    529           8   

Total loans, excluding GNMA and covered loans

    9,927           271   

Loans purchased from GNMA mortgage pools

    857           124   

Covered loans

    11           26   

Total loans

    10,795         $ 421   

Covered assets represent loans and other assets acquired from the FDIC, subject to loss sharing agreements, and include expected reimbursements from the FDIC. The carrying amount of the covered assets at December 31, consisted of purchased impaired loans, purchased nonimpaired loans, and other assets as shown in the following table:

 

 

    2011             2010  
(Dollars in Millions)  

Purchased

Impaired

Loans

    

Purchased

Nonimpaired

Loans

    

Other

Assets

     Total            

Purchased

Impaired

Loans

    

Purchased

Nonimpaired

Loans

    

Other

Assets

     Total  

Commercial loans

  $ 68       $ 137       $       $ 205            $ 70       $ 260       $       $ 330   

Commercial real estate loans

    1,956         4,037                 5,993              2,254         5,952                 8,206   

Residential mortgage loans

    3,830         1,360                 5,190              3,819         1,620                 5,439   

Credit card loans

            6                 6                      5                 5   

Other retail loans

            867                 867                      925                 925   

Losses reimbursable by the FDIC

                    2,526         2,526                              3,137         3,137   

Covered loans

    5,854         6,407         2,526         14,787              6,143         8,762         3,137         18,042   

Foreclosed real estate

                    274         274                              453         453   

Total covered assets

  $ 5,854       $ 6,407       $ 2,800       $ 15,061            $ 6,143       $ 8,762       $ 3,590       $ 18,495   

 

At December 31, 2011, $.2 billion of the purchased impaired loans included in covered loans were classified as nonperforming assets, compared with $.5 billion at December 31, 2010, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. Interest income is recognized on other purchased impaired loans through accretion of the difference between the carrying amount of those loans and their expected cash flows. The initial determination of the fair value of the purchased loans includes the impact of expected credit losses and, therefore, no allowance for credit losses is recorded at the purchase date. To the extent credit deterioration occurs after the date of acquisition, the Company records an allowance for credit losses.

The Company has an equity interest in a joint venture that is accounted for utilizing the equity method. The principal activities of this entity are to lend to entities that develop land, and construct and sell residential homes. The Company provides a warehousing line to this joint venture. Warehousing advances to this joint venture are repaid when the sale of loans is completed or the real estate is permanently refinanced by others. At December 31, 2011 and 2010, the Company had $716 million and $825 million, respectively, of outstanding advances to this joint venture. These advances are included in commercial real estate loans.

Net gains on the sale of loans of $546 million, $574 million and $710 million for the years ended December 31, 2011, 2010 and 2009, respectively, were included in noninterest income, primarily in mortgage banking revenue.

 

NOTE7 Leases
  NOTE 7   Leases

The components of the net investment in sales-type and direct financing leases at December 31 were as follows:

 

 

(Dollars in Millions)   2011     2010  

Aggregate future minimum lease payments to be received

  $ 10,882      $ 10,437   

Unguaranteed residual values accruing to the lessor’s benefit

    1,079        1,191   

Unearned income

    (1,332     (1,402

Initial direct costs

    181        189   

Total net investment in sales-type and direct financing leases (a)

  $ 10,810      $ 10,415   

 

(a) The accumulated allowance for uncollectible minimum lease payments was $91 million and $118 million at December 31, 2011 and 2010, respectively.

 

92   U.S. BANCORP


The minimum future lease payments to be received from sales-type and direct financing leases were as follows at December 31, 2011:

 

 

(Dollars in Millions)        

2012

  $ 2,586   

2013

    2,581   

2014

    3,751   

2015

    1,288   

2016

    378   

Thereafter

    298   

 

  NOTE 8   Accounting for Transfers and Servicing of Financial Assets and Variable Interest Entities

 

The Company sells financial assets in the normal course of business. The majority of the Company’s financial asset sales are residential mortgage loan sales primarily to government-sponsored enterprises through established programs, the sale or syndication of tax-advantaged investments, commercial loan sales through participation agreements, and other individual or portfolio loan and securities sales. In accordance with the accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. For loans sold under participation agreements, the Company also considers the terms of the loan participation agreement and whether they meet the definition of a participating interest and thus qualify for derecognition. With the exception of servicing and certain performance-based guarantees, the Company’s continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses. The guarantees provided to certain third-parties in connection with the sale or syndication of certain assets, primarily loan portfolios and tax-advantaged investments, are further discussed in Note 22. When the Company sells financial assets, it may retain servicing rights and/or other interests in the transferred financial assets. The gain or loss on sale depends on the previous carrying amount of the transferred financial assets and the consideration received and any liabilities incurred in exchange for the transferred assets. Upon transfer, any servicing assets and other interests that continue to be held by the Company are initially recognized at fair value. For further information on MSRs, refer to Note 10. On a limited basis, the Company may acquire and package high-grade corporate bonds for select corporate customers, in which the Company generally has no continuing involvement with these transactions. Additionally, the Company also is an authorized Ginnie Mae issuer and issues Ginnie Mae securities on a regular basis. The Company has no other asset securitizations or similar asset-backed financing arrangements that are off-balance sheet.

The Company is involved in various entities that are considered to be VIEs. The Company’s investments in VIEs primarily represent private investment funds or partnerships that make equity investments, provide debt financing or support community-based investments in affordable housing development entities that provide capital for communities located in low-income districts and for historic rehabilitation projects that may enable the Company to ensure regulatory compliance with the Community Reinvestment Act. In addition, the Company sponsors entities to which it transfers tax-advantaged investments. The Company’s investments in these entities are designed to generate a return primarily through the realization of federal and state income tax credits over specified time periods. The Company realized federal and state income tax credits related to these investments of $756 million, $713 million and $685 million for the years ended December 31, 2011, 2010 and 2009, respectively. The Company amortizes its investments in these entities as the tax credits are realized. Tax credit amortization expense is recorded in tax expense for investments meeting certain characteristics, and in other noninterest expense for other investments. Amortization expense recorded in tax expense was $278 million, $228 million and $265 million, and in other noninterest expense was $528 million, $546 million and $436 million for the years ended December 31, 2011, 2010 and 2009, respectively.

At December 31, 2011, approximately $5.6 billion of the Company’s assets and $4.0 billion of its liabilities included on the consolidated balance sheet were related to community development and tax-advantaged investment VIEs, compared with $3.8 billion and $2.6 billion, respectively, at December 31, 2010. The majority of the assets of these consolidated VIEs are reported in other assets, and the liabilities are reported in long-term debt. The assets of a particular VIE are the primary source of funds to settle its obligations. The creditors of the VIEs do not have recourse to the general credit of the Company. The Company’s exposure to the consolidated VIEs is generally limited to the carrying value of its variable interests plus any related tax credits previously recognized or sold to others.

In addition, the Company sponsors a conduit to which it previously transferred high-grade investment securities. The Company consolidates the conduit because of its ability to manage the activities of the conduit. At December 31, 2011,

 

U.S. BANCORP     93   


$202 million of the held-to-maturity investment securities on the Company’s consolidated balance sheet related to the conduit, compared with $400 million at December 31, 2010.

The Company also sponsors a municipal bond securities tender option bond program. The Company controls the activities of the program’s entities, is entitled to the residual returns and provides credit, liquidity and remarketing arrangements to the program. As a result, the Company has consolidated the program’s entities. At December 31, 2011, $5.4 billion of available-for-sale securities and $5.3 billion of short-term borrowings on the consolidated balance sheet were related to the tender option bond program, compared with $5.3 billion of available-for-sale securities and $5.7 billion of short-term borrowings at December 31, 2010.

The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary. In such cases, the Company does not have both the power to direct the entities’ most significant activities and the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIEs. The Company’s investments in unconsolidated VIEs ranged from less than $1 million to $37 million, with an aggregate amount of approximately $1.8 billion at December 31, 2011, and from less than $1 million to $41 million, with an aggregate amount of approximately $2.0 billion at December 31, 2010. The Company’s investments in these unconsolidated VIEs generally are carried in other assets on the consolidated balance sheet. While the Company believes potential losses from these investments are remote, the Company’s maximum exposure to loss from these unconsolidated VIEs was approximately $4.8 billion at December 31, 2011, compared with $5.0 billion at December 31, 2010. The maximum exposure to loss was primarily related to community development tax-advantaged investments and included $1.8 billion at December 31, 2011 and $1.9 billion at December 31, 2010 recorded on the Company’s consolidated balance sheet and $3.0 billion at December 31, 2011 and 2010 of previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. The remaining amounts related to investments in private investment funds and partnerships for which the maximum exposure to loss included amounts recorded on the consolidated balance sheet and any unfunded commitments. The maximum exposure was determined by assuming a scenario where the separate investments within the individual private funds were to become worthless, and the community-based business and housing projects and related tax credits completely failed and did not meet certain government compliance requirements.

 

  NOTE 9   Premises and Equipment

Premises and equipment at December 31 consisted of the following:

 

 

(Dollars in Millions)   2011      2010  

Land

  $ 525       $ 516   

Buildings and improvements

    3,144         3,073   

Furniture, fixtures and equipment

    2,449         2,791   

Capitalized building and equipment leases

    95         88   

Construction in progress

    44         50   
    6,257         6,518   

Less accumulated depreciation and amortization

    (3,600      (4,031

Total

  $ 2,657       $ 2,487   

 

  NOTE 10   Mortgage Servicing Rights

 

The Company serviced $191.1 billion of residential mortgage loans for others at December 31, 2011, and $173.9 billion at December 31, 2010. The net impact included in mortgage banking revenue of fair value changes of MSRs and derivatives used to economically hedge MSRs were net gains of $183 million, $139 million and $147 million for the years ended December 31, 2011, 2010 and 2009, respectively. Loan servicing fees, not including valuation changes, included in mortgage banking revenue, were $651 million, $600 million and $512 million for the years ended December 31, 2011, 2010 and 2009, respectively.

 

94   U.S. BANCORP


Changes in fair value of capitalized MSRs for the years ended December 31, are summarized as follows:

 

 

(Dollars in Millions)   2011      2010      2009  

Balance at beginning of period

  $ 1,837       $ 1,749       $ 1,194   

Rights purchased

    35         65         101   

Rights capitalized

    619         639         848   

Changes in fair value of MSRs

       

Due to change in valuation assumptions (a)

    (586      (249      (15

Other changes in fair value (b)

    (386      (367      (379

Balance at end of period

  $ 1,519       $ 1,837       $ 1,749   

 

(a) Principally reflects changes in prepayment speeds, and to a lessor extent, changes in discount rates and escrow earnings assumptions, primarily arising from interest rate changes.
(b) Primarily represents changes due to collection/realization of expected cash flows over time (decay).

The estimated sensitivity to changes in interest rates of the fair value of the MSRs portfolio and the related derivative instruments as of December 31 follows:

 

 

    2011              2010  
(Dollars in Millions)   Down
50 bps
       Down
25 bps
       Up
25 bps
       Up
50 bps
             Down
50 bps
       Down
25 bps
     Up
25 bps
       Up
50 bps
 

Net fair value

  $ 21         $ 6         $         $ 6             $ 6         $ (5    $ 5         $ 1   

 

The fair value of MSRs and their sensitivity to changes in interest rates is influenced by the mix of the servicing portfolio and characteristics of each segment of the portfolio. The Company's servicing portfolio consists of the distinct portfolios of government-insured mortgages, conventional mortgages and Mortgage Revenue Bond Programs ("MRBP"). The servicing portfolios are predominantly comprised of fixed-rate agency loans with limited adjustable-rate or jumbo mortgage loans. The MRBP division specializes in servicing loans made under state and local housing authority programs. These programs provide mortgages to low-income and moderate-income borrowers and are generally government-insured programs with a favorable rate subsidy, down payment and/or closing cost assistance.

A summary of the Company's MSRs and related characteristics by portfolio as of December 31 follows:

 

 

    2011            2010  
(Dollars in Millions)   MRBP     Government     Conventional (b)     Total            MRBP     Government     Conventional (b)     Total  

Servicing portfolio

  $ 13,357      $ 32,567      $ 145,158      $ 191,082           $ 12,646      $ 28,880      $ 132,393      $ 173,919   

Fair market value

  $ 155      $ 290      $ 1,074      $ 1,519           $ 166      $ 342      $ 1,329      $ 1,837   

Value (bps) (a)

    116        89        74        79             131        118        100        106   

Weighted-average servicing
fees (bps)

    40        36        29        31             40        38        30        32   

Multiple (value/servicing fees)

    2.90        2.47        2.55        2.55             3.28        3.11        3.33        3.31   

Weighted-average note rate

    5.50     5.08     4.97     5.03          5.75     5.35     5.27     5.32

Age (in years)

    4.2        2.5        2.8        2.8             4.1        2.2        2.7        2.7   

Expected prepayment (constant prepayment rate)

    12.9     21.1     22.1     21.3          12.3     17.2     16.2     16.1

Expected life (in years)

    6.4        4.0        3.8        4.0             6.7        5.1        5.3        5.4   

Discount rate

    12.1     11.3     10.0     10.4          11.9     11.4     10.3     10.6

 

(a) Value is calculated as fair market value divided by the servicing portfolio
(b) Represents loans sold to government sponsored enterprises.

 

  NOTE 11   Intangible Assets

Intangible assets consisted of the following:

 

   

Estimated

Life (a)

    

Amortization

Method (b)

           Balance  
At December 31 (Dollars in Millions)                   2011        2010  

Goodwill

         (c          $ 8,927         $ 8,954   

Merchant processing contracts

  10 years/8 years        SL/AC               348           421   

Core deposit benefits

  18 years/5 years        SL/AC               232           283   

Mortgage servicing rights

         (c            1,519           1,837   

Trust relationships

  10 years/6 years        SL/AC               166           200   

Other identified intangibles

  9 years/5 years        SL/AC               471           472   

Total

                        $ 11,663         $ 12,167   

 

(a) Estimated life represents the amortization period for assets subject to the straight line method and the weighted average or life of the underlying cash flows amortization period for intangibles subject to accelerated methods. If more than one amortization method is used for a category, the estimated life for each method is calculated and reported separately.
(b) Amortization methods: SL = straight line method AC = accelerated methods generally based on cash flows
(c) Goodwill is evaluated for impairment, but not amortized. Mortgage servicing rights are recorded at fair value, and are not amortized.

 

U.S. BANCORP     95   


Aggregate amortization expense consisted of the following:

 

 

Year Ended December 31 (Dollars in Millions)   2011        2010        2009  

Merchant processing contracts

  $ 90         $ 102         $ 117   

Core deposit benefits

    81           102           103   

Trust relationships

    35           49           62   

Other identified intangibles

    93           114           105   

Total

  $ 299         $ 367         $ 387   

The estimated amortization expense for the next five years is as follows:

 

(Dollars in Millions)        

2012

  $ 275   

2013

    221   

2014

    168   

2015

    132   

2016

    102   

The following table reflects the changes in the carrying value of goodwill for the years ended December 31, 2011 and 2010:

 

 

(Dollars in Millions)   Wholesale Banking and
Commercial Real Estate
     Consumer and Small
Business Banking
    Wealth Management and
Securities Services
    Payment
Services
    Treasury and
Corporate Support
     Consolidated
Company
 

Balance at December 31, 2009

  $ 1,605       $ 3,526      $ 1,515      $ 2,365      $       $ 9,011   

Goodwill acquired

            9        5                       14   

Disposal

                   (57                    (57

Other (a)

                          (14             (14

Balance at December 31, 2010

  $ 1,605       $ 3,535      $ 1,463      $ 2,351      $       $ 8,954   

Other (a)

            (21            (6             (27

Balance at December 31, 2011

  $ 1,605       $ 3,514      $ 1,463      $ 2,345      $       $ 8,927   

 

(a) Other changes in goodwill include a reclassification from goodwill to covered loans related to an FDIC-assisted acquisition for Consumer and Small Business Banking and the effect of foreign exchange translation for Payment Services.

 

  NOTE 12   Short-Term Borrowings (a)

The following table is a summary of short-term borrowings for the last three years:

 

 

    2011      2010      2009  
(Dollars in Millions)   Amount        Rate              Amount        Rate              Amount        Rate  

At year-end

                                  

Federal funds purchased

  $ 1,036           .11          $ 776           .17          $ 1,329           .11

Securities sold under agreements to repurchase

    6,986           3.35               9,261           2.70               8,866           2.82   

Commercial paper

    15,973           .12               15,885           .20               14,608           .17   

Other short-term borrowings

    6,473           .26               6,635           .59               6,509           .48   

Total

  $ 30,468           .89          $ 32,557           .99          $ 31,312           .98

Average for the year

                                  

Federal funds purchased (b)

  $ 968           22.61          $ 2,180           10.09          $ 2,457           8.22

Securities sold under agreements to repurchase

    7,483           3.22               9,211           2.75               8,915           2.84   

Commercial paper

    15,204           .15               15,349           .20               10,924           .32   

Other short-term borrowings

    7,048           .77               6,979           .75               6,853           .89   

Total (b)

  $ 30,703           1.75          $ 33,719           1.65          $ 29,149           1.89

Maximum month-end balance

                                  

Federal funds purchased

  $ 1,172                  $ 6,034                  $ 6,352        

Securities sold under agreements to repurchase

    9,071                    9,261                    9,154        

Commercial paper

    16,768                    15,981                    14,608        

Other short-term borrowings

    7,514                          8,700                          9,550              

 

(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Average federal funds purchased and total short-term borrowings rates include amounts paid by the Company to certain corporate card customers for paying outstanding noninterest-bearing corporate card balances within certain time frames per specific agreements. These activities reduce the Company’s short-term funding needs, and if they did not occur, the Company would use other funding alternatives, including the use of federal funds purchased. The amount of this compensation expense paid by the Company and included in federal funds purchased and total short-term borrowings rates for 2011, 2010 and 2009 was $218 million, $216 million and $199 million, respectively.

 

96   U.S. BANCORP


  NOTE 13   Long-Term Debt

Long-term debt (debt with original maturities of more than one year) at December 31 consisted of the following:

 

 

(Dollars in Millions)   Rate Type      Rate (a)      Maturity Date        2011        2010  

U.S. Bancorp (Parent Company)

                   

Subordinated notes

  Fixed        7.500      2026         $ 199         $ 199   
  Fixed        3.442      2016           500             

Convertible senior debentures

  Floating             2035           10           10   
  Floating             2036           10           64   
  Floating             2037           21           21   

Medium-term notes

  Fixed        1.125%-4.200      2012-2021           10,530           8,280   
  Floating        .694      2012           500           500   

Junior subordinated debentures

  Fixed        6.300%-6.625      2039-2067           2,691           3,985   

Capitalized lease obligations, mortgage indebtedness and other (b)

                 132           (22

Subtotal

                 14,593           13,037   

Subsidiaries

                   

Subordinated notes

  Fixed        6.375      2011                     1,500   
  Fixed        6.300      2014           963           963   
  Fixed        4.950      2014           1,000           1,000   
  Fixed        4.800      2015           500           500   
  Fixed        4.375      2017           1,169           1,348   
  Fixed        3.778      2020           500           500   
  Floating        .681      2014           414           550   

Federal Home Loan Bank advances

  Fixed        .500%-8.250      2012-2026           3,710           4,101   
  Floating        .392%-1.204      2012-2017           4,332           4,332   

Bank notes

  Fixed        5.920      2012           99           125   
  Floating        .191%-.640      2012-2048           1,146           1,157   

Capitalized lease obligations, mortgage indebtedness and other (b)

                 3,527           2,424   

Subtotal

                 17,360           18,500   

Total

                             $ 31,953         $ 31,537   

 

(a) Weighted-average interest rates of medium-term notes, Federal Home Loan Bank advances and bank notes were 2.43 percent, 2.31 percent and 1.01 percent, respectively.
(b) Other includes consolidated community development and tax-advantaged investment VIEs, debt issuance fees, and unrealized gains and losses and deferred amounts relating to derivative instruments.

 

Convertible senior debentures issued by the Company pay interest on a quarterly basis until a specified period of time (five or nine years prior to the applicable maturity date). After this date, the Company will not pay interest on the debentures prior to maturity. On the maturity date or on any earlier redemption date, the holder will receive the original principal plus accrued interest. The debentures are convertible at any time on or prior to the maturity date. If the convertible senior debentures are converted, holders of the debentures will generally receive cash up to the accreted principal amount of the debentures plus, if the market price of the Company's stock exceeds the conversion price in effect on the date of conversion, a number of shares of the Company's common stock, or an equivalent amount of cash at the Company's option, as determined in accordance with specified terms. The convertible senior debentures are callable by the Company and putable by the investors at a price equal to 100 percent of the accreted principal amount plus accrued and unpaid interest. During 2011, investors elected to put debentures with a principal amount of $54 million back to the Company. At December 31, 2011, the weighted average conversion price per share for all convertible issuances was $38.66.

During 2010, the Company retired $575 million of 5.54 percent fixed-rate junior subordinated debentures issued to a wholly-owned unconsolidated trust, formed for the purpose of issuing redeemable Income Trust Securities ("ITS") to third party investors. During 2011, the same wholly-owned unconsolidated trust sold the remaining $676 million of junior subordinated debentures to investors to generate cash proceeds to purchase the Company's Series A Non-Cumulative Perpetual Preferred Stock ("Series A Preferred Stock"). As part of this sale, a consolidated subsidiary of the Company purchased $176 million of the junior subordinated debentures, which effectively retired the debt. The Company classifies the remaining $500 million as subordinated notes in long-term debt. In addition, during 2011, the Company elected to redeem $618 million of junior subordinated debentures issued to four other wholly-owned unconsolidated trusts that had interest payable at fixed rates ranging from 5.75 percent to 10.20 percent. Refer to Note 14, "Junior Subordinated Debentures" for further information on the nature and terms of junior subordinated debentures. There were no issuances of junior subordinated debentures in 2011 or 2010.

 

U.S. BANCORP     97   


The Company has arrangements with the Federal Home Loan Bank and Federal Reserve Bank whereby the Company could have borrowed an additional $56.4 billion and $48.1 billion at December 31, 2011 and 2010, respectively, based on collateral available.

Maturities of long-term debt outstanding at December 31, 2011, were:

 

 

(Dollars in Millions)  

Parent

Company

     Consolidated  

2012

  $ 2,672       $ 7,046   

2013

    2,848         3,338   

2014

    1,499         4,158   

2015

    1,747         3,041   

2016

    1,945         4,016   

Thereafter

    3,882         10,354   

Total

  $ 14,593       $ 31,953   

 

  NOTE 14   Junior Subordinated Debentures

As of December 31, 2011, the Company sponsored, and wholly owned 100 percent of the common equity of, five unconsolidated trusts that were formed for the purpose of issuing Company-obligated mandatorily redeemable preferred securities (“Trust Preferred Securities”) to third party investors and investing the proceeds from the sale of the Trust Preferred Securities solely in junior subordinated debt securities of the Company (the “Debentures”). The Debentures held by these trusts, which totaled $2.7 billion, are the sole assets of these trusts. The Company’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The guarantee covers the distributions and payments on liquidation or redemption of the Trust Preferred Securities, but only to the extent of funds held by the trusts. The Company has the right to redeem the Debentures in whole or in part, on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company used the proceeds from the sales of the Debentures for general corporate purposes.

In addition, as of December 31, 2011, the Company sponsored, and wholly owned 100 percent of the common equity of, USB Capital IX, a wholly-owned unconsolidated trust, formed for the purpose of issuing redeemable ITS to third party investors, originally investing the proceeds in Debentures issued by the Company and entering into stock purchase contracts to purchase preferred stock in the future. The Company's obligations under the transaction documents, taken together, have the effect of providing a full and unconditional guarantee by the Company, on a subordinated basis, of the payment obligations of the trust. During 2010, the Company exchanged depositary shares representing an ownership interest in the Company's Series A Preferred Stock to acquire a portion of the ITS issued by USB Capital IX. This exchange allowed the Company to retire $575 million of the Debentures and cancel a pro-rata portion of stock purchase contracts. During 2011, USB Capital IX sold the remaining $676 million of Debentures to investors to generate cash proceeds to be used to purchase the Company's Series A Preferred Stock pursuant to the stock purchase contracts. As of December 31, 2011, $676 million of the Company's Series A Preferred Stock is the sole asset of USB Capital IX.

 

The following table is a summary of the securities issued and, the Debentures held by five of the trusts included in long-term debt, as of December 31, 2011:

 

 

Issuance Trust (Dollars in Millions)    Issuance Date   

Securities

Amount

    

Debentures

Amount

     Rate
Type
   Rate      Maturity Date   

Earliest

Redemption Date

USB Capital XIII

   December 2009    $ 500       $ 501       Fixed      6.63       December 2039    December 15, 2014

USB Capital XII

   February 2007      535         536       Fixed      6.30       February 2067    February 15, 2012

USB Capital XI

   August 2006      765         766       Fixed      6.60       September 2066    September 15, 2011

USB Capital X

   April 2006      500         501       Fixed      6.50       April 2066    April 12, 2011

USB Capital IX

   March 2006      675               N/A      N/A       N/A    N/A

USB Capital VIII

   December 2005      375         387       Fixed      6.35       December 2065    December 29, 2010

Total

        $ 3,350       $ 2,691                           

 

98   U.S. BANCORP


  NOTE 15   Shareholders’ Equity

 

At December 31, 2011 and 2010, the Company had authority to issue 4 billion shares of common stock and 50 million shares of preferred stock. The Company had 1.9 billion shares of common stock outstanding at December 31, 2011 and 2010, and had 146 million shares reserved for future issuances, primarily under stock option plans and shares that may be issued in connection with the Company’s convertible senior debentures, at December 31, 2011.

 

The number of shares issued and outstanding and the carrying amount of each outstanding series of the Company’s preferred stock was as follows:

 

 

    2011                 2010  

At December 31

(Dollars in Millions)

 

Shares

Issued and

Outstanding

      

Liquidation

Preference

       Discount       

Carrying

Amount

               

Shares

Issued and

Outstanding

      

Liquidation

Preference

       Discount       

Carrying

Amount

 

Series A

    12,510         $ 1,251         $ 145         $ 1,106                  5,746         $ 575         $ 145         $ 430   

Series B

    40,000           1,000                     1,000                  40,000           1,000                     1,000   

Series D

    20,000           500                     500                  20,000           500                     500   

Total preferred stock (a)

    72,510         $ 2,751         $ 145         $ 2,606                  65,746         $ 2,075         $ 145         $ 1,930   

 

(a) The par value of all shares issued and outstanding at December 31, 2011 and 2010, was $1.00 per share.

 

During 2010, the Company issued depositary shares representing an ownership interest in 5,746 shares of Series A Preferred Stock to investors, in exchange for their portion of USB Capital IX Income Trust Securities. During 2011, the Company issued depositary shares representing an ownership interest in 6,764 shares of Series A Preferred Stock to USB Capital IX, thereby settling the stock purchase contract established between the Company and USB Capital IX as part of the 2006 issuance of USB Capital IX Income Trust Securities. The preferred shares were issued to USB Capital IX for the purchase price specified in the stock forward purchase contract. The Series A Preferred stock has a liquidation preference of $100,000 per share, no stated maturity and will not be subject to any sinking fund or other obligation of the Company. Dividends, if declared, will accrue and be payable quarterly, in arrears, at a rate per annum equal to the greater of three-month LIBOR plus 1.02 percent or 3.50 percent. The Series A Preferred Stock is redeemable at the Company’s option, subject to prior approval by the Federal Reserve Board.

During 2006, the Company issued depositary shares representing an ownership interest in 40,000 shares of Series B Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $25,000 per share (the “Series B Preferred Stock”), and during 2008, the Company issued depositary shares representing an ownership interest in 20,000 shares of Series D Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $25,000 per share (the “Series D Preferred Stock”). The Series B Preferred Stock and Series D Preferred Stock have no stated maturity and will not be subject to any sinking fund or other obligation of the Company. Dividends, if declared, will accrue and be payable quarterly, in arrears, at a rate per annum equal to the greater of three-month LIBOR plus .60 percent, or 3.50 percent on the Series B Preferred Stock, and 7.875 percent per annum on the Series D Preferred Stock. Both series are redeemable at the Company’s option, on or after specific dates, subject to the prior approval of the Federal Reserve Board.

During 2011, 2010 and 2009, the Company repurchased shares of its common stock under various authorizations approved by its Board of Directors. As of December 31, 2011, the Company had approximately 29 million shares that may yet be purchased under the current Board of Directors approved authorization.

 

The following table summarizes the Company’s common stock repurchased in each of the last three years:

 

 

(Dollars and Shares in Millions)   Shares        Value  

2011

    22         $ 550   

2010

    1           16   

2009

              4   

 

U.S. BANCORP     99   


Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss). The reconciliation of the transactions affecting accumulated other comprehensive income (loss) included in shareholders’ equity for the years ended December 31, is as follows:

 

 

    Transactions     

Balances

Net-of-Tax

 
(Dollars in Millions)   Pre-tax      Tax-effect      Net-of-tax     

2011

          

Changes in unrealized gains and losses on securities available-for-sale

  $ 920       $ (351    $ 569       $ 360   

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

    (25      10         (15        

Unrealized gain (loss) on derivative hedges

    (343      130         (213      (484

Foreign currency translation

    (16      6         (10      (49

Realized loss on derivative hedges

                            (5

Reclassification for realized (gains) losses

    363         (138      225           

Unrealized gains (losses) on retirement plans

    (464      177         (287      (1,022

Total

  $ 435       $ (166    $ 269       $ (1,200

2010

          

Changes in unrealized gains and losses on securities available-for-sale

  $ 432       $ (163    $ 269       $ (213

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

    (66      25         (41        

Unrealized gain (loss) on derivative hedges

    (145      56         (89      (408

Foreign currency translation

    24         (10      14         (39

Realized loss on derivative hedges

                            (6

Reclassification for realized (gains) losses

    (28      11         (17        

Unrealized gains (losses) on retirement plans

    (197      76         (121      (803

Total

  $ 20       $ (5    $ 15       $ (1,469

2009

          

Changes in unrealized gains and losses on securities available-for-sale

  $ 2,131       $ (810    $ 1,321       $ (393

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

    (402      153         (249        

Unrealized gain (loss) on derivative hedges

    516         (196      320         (319

Foreign currency translation

    40         (15      25         (53

Realized loss on derivative hedges

                            (8

Reclassification for realized (gains) losses

    492         (187      305           

Unrealized gains (losses) on retirement plans

    254         (97      157         (711

Total

  $ 3,031       $ (1,152    $ 1,879       $ (1,484

 

Regulatory Capital The measures used to assess capital by bank regulatory agencies include two principal risk-based ratios, Tier 1 and total risk-based capital. Tier 1 capital is considered core capital and includes common shareholders’ equity plus qualifying preferred stock, trust preferred securities and noncontrolling interests in consolidated subsidiaries (subject to certain limitations), and is adjusted for the aggregate impact of certain items included in other comprehensive income (loss). Total risk-based capital includes Tier 1 capital and other items such as subordinated debt and the allowance for credit losses. Both measures are stated as a percentage of risk-adjusted assets, which are measured based on their perceived credit risk and include certain off-balance sheet exposures, such as unfunded loan commitments, letters of credit, and derivative contracts. The Company is also subject to a leverage ratio requirement, a non risk-based asset ratio, which is defined as Tier 1 capital as a percentage of average assets adjusted for goodwill and other non-qualifying intangibles and other assets.

For a summary of the regulatory capital requirements and the actual ratios as of December 31, 2011 and 2010, for the Company and its bank subsidiaries, see Table 22 included in Management’s Discussion and Analysis, which is incorporated by reference into these Notes to Consolidated Financial Statements.

 

100   U.S. BANCORP


 

The following table provides the components of the Company's regulatory capital at December 31:

 

 

(Dollars in Millions)   2011     2010  

Tier 1 Capital

   

Common shareholders' equity

  $ 31,372      $ 27,589   

Qualifying preferred stock

    2,606        1,930   

Qualifying trust preferred securities

    2,675        3,949   

Noncontrolling interests, less preferred

   

stock not eligible for Tier 1 capital

    687        692   

Less intangible assets

   

Goodwill (net of deferred tax liability)

    (8,239     (8,337

Other disallowed intangible assets

    (905     (1,097

Other (a)

    977        1,221   

Total Tier 1 Capital

    29,173        25,947   

Tier 2 Capital

   

Eligible portion of allowance for credit losses

    3,412        3,125   

Eligible subordinated debt

    3,469        3,943   

Other

    13        18   

Total Tier 2 Capital

    6,894        7,086   

Total Risk Based Capital

  $ 36,067      $ 33,033   

Risk-Weighted Assets

  $ 271,333      $ 247,619   

 

(a) Includes the impact of items included in other comprehensive income (loss), such as unrealized gains (losses) on available-for-sale securities, accumulated net gains on cash flow hedges, pension liability adjustments, etc.

Noncontrolling interests principally represent preferred stock of consolidated subsidiaries. During 2006, the Company’s primary banking subsidiary formed USB Realty Corp., a real estate investment trust, for the purpose of issuing 5,000 shares of Fixed-to-Floating Rate Exchangeable Non-cumulative Perpetual Series A Preferred Stock with a liquidation preference of $100,000 per share (“Series A Preferred Securities”) to third party investors, and investing the proceeds in certain assets, consisting predominately of mortgage-backed securities from the Company. Dividends on the Series A Preferred Securities, if declared, will accrue and be payable quarterly, in arrears, at a rate per annum of 6.091 percent from December 22, 2006 to, but excluding, January 15, 2012. After January 15, 2012, the rate will be equal to three-month LIBOR plus 1.147 percent. If USB Realty Corp. has not declared a dividend on the Series A Preferred Securities before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall cease to accrue and be payable, and USB Realty Corp. will have no obligation to pay dividends accrued for such dividend period, whether or not dividends on the Series A Preferred Securities are declared for any future dividend period.

The Series A Preferred Securities will be redeemable, in whole or in part, at the option of USB Realty Corp. on the dividend payment date occurring in January 2012 and each fifth anniversary thereafter, or in whole but not in part, at the option of USB Realty Corp. on any dividend date before or after January 2012 that is not a five-year date. Any redemption will be subject to the approval of the Office of the Comptroller of the Currency.

 

  NOTE 16   Earnings Per Share

The components of earnings per share were:

 

 

Year Ended December 31

(Dollars and Shares in Millions, Except Per Share Data)

  2011      2010      2009  

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205   

Preferred dividends

    (129      (89      (228

Equity portion of gain on ITS exchange transaction, net of tax (a)

            118           

Accretion of preferred stock discount

                    (14

Deemed dividend on preferred stock redemption (b)

                    (154

Earnings allocated to participating stock awards

    (22      (14      (6

Net income applicable to U.S. Bancorp common shareholders

  $ 4,721       $ 3,332       $ 1,803   

Average common shares outstanding

    1,914         1,912         1,851   

Net effect of the exercise and assumed purchase of stock awards and conversion of outstanding convertible notes

    9         9         8   

Average diluted common shares outstanding

    1,923         1,921         1,859   

Earnings per common share

  $ 2.47       $ 1.74       $ .97   

Diluted earnings per common share

  $ 2.46       $ 1.73       $ .97   

 

(a) During 2010, the Company exchanged depositary shares representing an ownership interest in 5,746 shares of Series A Preferred Stock for approximately 46 percent of the outstanding ITS issued by USB Capital IX to third party investors, retired a pro-rata portion of the related junior subordinated debentures and cancelled a pro-rata portion of the related stock purchase contracts.
(b) Represents the unaccreted discount remaining on the Company's Series E Fixed Rate Cumulative Perpetual Preferred Stock at the redemption date.

 

U.S. BANCORP     101   


Options and warrants outstanding at December 31, 2011, 2010 and 2009, to purchase 54 million, 56 million and 70 million common shares, respectively, were not included in the computation of diluted earnings per share for the years ended December 31, 2011, 2010 and 2009, respectively, because they were antidilutive. Convertible senior debentures that could potentially be converted into shares of the Company's common stock pursuant to specified formulas, were not included in the computation of dilutive earnings per share because they were antidilutive.

 

  NOTE 17   Employee Benefits

Employee Retirement Savings Plan The Company has a defined contribution retirement savings plan that covers substantially all its employees. Qualified employees are allowed to contribute up to 75 percent of their annual compensation, subject to Internal Revenue Service limits, through salary deductions under Section 401(k) of the Internal Revenue Code. Employee contributions are invested, at the employees’ direction, among a variety of investment alternatives. Employee contributions are 100 percent matched by the Company, up to four percent of an employee’s eligible annual compensation. The Company’s matching contribution vests immediately. Although the matching contribution is initially invested in the Company’s common stock, an employee can reinvest the matching contribution among various investment alternatives. Total expense for the Company’s matching contributions was $103 million, $96 million and $78 million in 2011, 2010 and 2009, respectively.

Pension Plans The Company has tax qualified noncontributory defined benefit pension plans that provide benefits to substantially all its employees. Pension benefits are provided to eligible employees based on years of service, multiplied by a percentage of their final average pay. As a result of plan mergers, pension benefits may also be provided using two cash balance benefit formulas where only investment or interest credits continue to be credited to participants’ accounts. Effective January 1, 2010, the Company established a new cash balance formula for certain current and all future eligible employees. Participants receive annual pay credits based on eligible pay multiplied by a percentage determined by their age and years of service. Participants also receive an annual interest credit. Employees become vested upon completing three years of vesting service.

In general, the Company’s qualified pension plans’ objectives include maintaining a funded status sufficient to meet participant benefit obligations over time while reducing long-term funding requirements and pension costs. The Company has an established process for evaluating all of the plans, their performance and significant plan assumptions, including the assumed discount rate and the long-term rate of return (“LTROR”). Annually, the Company’s Compensation and Human Resources Committee (the “Committee”), assisted by outside consultants, evaluates plan objectives, funding policies and plan investment policies considering its long-term investment time horizon and asset allocation strategies. The process also evaluates significant plan assumptions. Although plan assumptions are established annually, the Company may update its analysis on an interim basis in order to be responsive to significant events that occur during the year, such as plan mergers and amendments.

The Company’s funding policy is to contribute amounts to its plans sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act, plus such additional amounts as the Company determines to be appropriate. The Company made no contributions to the qualified pension plans in 2011 or 2010, and anticipates no contributions in 2012. Any contributions made to the qualified plans are invested in accordance with established investment policies and asset allocation strategies.

In addition to the funded qualified pension plans, the Company maintains non-qualified plans that are unfunded and provide benefits to certain employees. The assumptions used in computing the accumulated benefit obligation, the projected benefit obligation and net pension expense are substantially consistent with those assumptions used for the funded qualified plans. In 2012, the Company expects to contribute $21 million to its non-qualified pension plans which equals the 2012 expected benefit payments.

Postretirement Welfare Plan In addition to providing pension benefits, the Company provides health care and death benefits to certain retired employees. Generally, all active employees may become eligible for subsidized retiree health care benefits by meeting defined age and service requirements. The medical plan contains other cost-sharing features such as deductibles and coinsurance. The estimated cost of these retiree benefit payments is accrued during the employees’ active service. Contributions have previously been made to the plan, and in 2012, the Company anticipates no contributions to its postretirement welfare plan.

 

102   U.S. BANCORP


The following table summarizes the changes in benefit obligations and plan assets for the years ended December 31, and the funded status and amounts recognized in the consolidated balance sheet at December 31 for the retirement plans:

 

 

    Pension Plans              

Postretirement

Welfare Plan

 
(Dollars in Millions)   2011      2010               2011      2010  

Change In Projected Benefit Obligation

                 

Benefit obligation at beginning of measurement period

  $ 2,929       $ 2,496              $ 181       $ 186   

Service cost

    119         93                4         7   

Interest cost

    169         155                9         11   

Plan participants' contributions

                           13         11   

Actuarial loss (gain)

    177         309                (15      (11

Benefit payments

    (105      (93             (25      (25

Lump sum settlements

    (28      (31                       

Federal subsidy on benefits paid

                           3         2   

Benefit obligation at end of measurement period (a)

  $ 3,261       $ 2,929              $ 170       $ 181   

Change In Fair Value Of Plan Assets

                 

Fair value at beginning of measurement period

  $ 2,305       $ 2,089              $ 131       $ 144   

Actual return on plan assets

    (90      321                          

Employer contributions

    21         19                1         1   

Plan participants' contributions

                           13         11   

Benefit payments

    (105      (93             (25      (25

Lump sum settlements

    (28      (31                       

Fair value at end of measurement period

  $ 2,103       $ 2,305              $ 120       $ 131   

Funded (Unfunded) Status

  $ (1,158    $ (624           $ (50    $ (50

Components Of The Consolidated Balance Sheet

                 

Noncurrent benefit asset

  $       $ 6              $       $   

Current benefit liability

    (21      (24                       

Noncurrent benefit liability

    (1,137      (606             (50      (50

Recognized amount

  $ (1,158    $ (624           $ (50    $ (50

Accumulated Other Comprehensive Income (Loss), Pretax

                 

Net actuarial gain (loss)

  $ (1,746    $ (1,398           $ 67       $ 63   

Net prior service credit (cost)

    25         35                        1   

Net transition asset (obligation)

                                   (1

Recognized amount

  $ (1,721    $ (1,363           $ 67       $ 63   

 

(a) At December 31, 2011 and 2010, the accumulated benefit obligation for all pension plans was $3.0 billion and $2.7 billion, respectively.

The following table provides information for pension plans with benefit obligations in excess of plan assets at December 31:

 

 

(Dollars in Millions)   2011        2010  

Pension Plans with Projected Benefit Obligations in Excess of Plan Assets

      

Projected benefit obligation

  $ 3,261         $ 2,895   

Fair value of plan assets

    2,103           2,265   

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

      

Accumulated benefit obligation

    2,986           2,698   

Fair value of plan assets

    2,066           2,265   

 

U.S. BANCORP     103   


The following table sets forth the components of net periodic benefit cost and other amounts recognized in accumulated other comprehensive income (loss) for the years ended December 31 for the retirement plans:

 

 

             Pension Plans              Postretirement Welfare Plan  
(Dollars in Millions)            2011      2010      2009              2011      2010      2009  

Components Of Net Periodic Benefit Cost

                           

Service cost

       $ 119       $ 93       $ 80             $ 4       $ 7       $ 6   

Interest cost

         169         155         152               9         11         11   

Expected return on plan assets

         (207      (215      (215            (5      (5      (5

Prior service cost (credit) and transition obligation (asset) amortization

                           
         (9      (12      (6                              

Actuarial loss (gain) amortization

           125         64         49               (6      (5      (7

Net periodic benefit cost

         $ 197       $ 85       $ 60             $ 2       $ 8       $ 5   

Other Changes In Plan Assets And Benefit Obligations Recognized In Other Comprehensive Income (Loss)

                           

Net actuarial gain (loss) arising during the year

       $ (474    $ (203    $ 230             $ 10       $ 6       $ (11

Net actuarial loss (gain) amortized during the year

         125         64         49               (6      (5      (7

Net prior service credit (cost) arising during the year

                         35                                 

Net prior service cost (credit) and transition obligation (asset) amortized during the year

           (9      (12      (6                              

Total recognized in other comprehensive income (loss)

         $ (358    $ (151    $ 308             $ 4       $ 1       $ (18

Total recognized in net periodic benefit cost and other comprehensive income (loss) (a) (b)

         $ (555    $ (236    $ 248             $ 2       $ (7    $ (23

 

(a) The pretax estimated actuarial loss (gain) and prior service cost (credit) for the pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2012 are $161 million and $(5) million, respectively.
(b) The pretax estimated actuarial loss (gain) for the postretirement welfare plan that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2012 is $(7) million.

The following table sets forth weighted average assumptions used to determine the projected benefit obligations at December 31:

 

 

             Pension Plans              Postretirement
Welfare Plan
 
(Dollars in Millions)            2011      2010              2011      2010  

Discount rate (a)

         5.1      5.7            4.3      4.9

Rate of compensation increase (b)

           4.1         4.0               *         *   

Health care cost trend rate for the next year (c)

                   

Prior to age 65

                   8.0      8.0

After age 65

                   12.0         14.0   

Effect on accumulated postretirement benefit obligation

                   

One percent increase

                 $ 8       $ 10   

One percent decrease

                                   (8      (9

 

(a) The discount rates were developed using a cash flow matching bond model with a modified duration for the qualified pension plans, non-qualified pension plans and postretirement welfare plan of 14.8, 11.4 and 7.7 years, respectively, for 2011, and of 14.0, 11.0 and 7.7 years, respectively, for 2010.
(b) Determined on a liability weighted basis.
(c) The pre-65 and post-65 rates are assumed to decrease gradually to 5.5 percent by 2017 and 6.0 percent by 2015, respectively, and remain at these levels thereafter.
* Not applicable

 

104   U.S. BANCORP


The following table sets forth weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:

 

 

             Pension Plans              Postretirement Welfare Plan  
(Dollars in Millions)            2011      2010      2009              2011      2010      2009  

Discount rate (a)

         5.7      6.2      6.4            4.9      5.6      6.3

Expected return on plan assets (b)

         8.3         8.5         8.5               3.5         3.5         3.5   

Rate of compensation increase (c)

           4.0         3.0         3.0               *         *         *   

Health care cost trend rate (d)

                         

Prior to age 65

                      8.0      8.0      7.0

After age 65

                      14.0         14.0         21.0   

Effect on total of service cost and interest cost

                         

One percent increase

                    $       $       $ 1   

One percent decrease

                                                            (1

 

(a) The discount rates were developed using a cash flow matching bond model with a modified duration for the qualified pension plans, non-qualified pension plans and postretirement welfare plan of 14.8, 11.4 and 7.7 years, respectively, for 2011, and of 14.0, 11.0 and 7.7 years, respectively, for 2010.
(b) With the help of an independent pension consultant, a range of potential expected rates of return, economic conditions, historical performance relative to assumed rates of return and asset allocation, and peer group LTROR information are used in developing the plan assumptions for its expected long-term rates of return on plan assets. The Company determined its 2011 expected long-term rates of return reflect current economic conditions and plan assets.
(c) Determined on a liability weighted basis.
(d) The pre-65 and post-65 rates are assumed to decrease gradually to 5.5 percent by 2017 and 6.0 percent by 2015, respectively, and remain at these levels thereafter.
* Not applicable

 

Investment Policies and Asset Allocation In establishing its investment policies and asset allocation strategies, the Company considers expected returns and the volatility associated with different strategies. An independent consultant performs modeling that projects numerous outcomes using a broad range of possible scenarios, including a mix of possible rates of inflation and economic growth. Starting with current economic information, the model bases its projections on past relationships between inflation, fixed income rates and equity returns when these types of economic conditions have existed over the previous 30 years, both in the U.S. and in foreign countries.

Generally, based on historical performance of the various investment asset classes, investments in equities have outperformed other investment classes but are subject to higher volatility. While an asset allocation including debt securities and other assets generally has lower volatility and may provide protection in a declining interest rate environment, it limits the pension plans’ long-term up-side potential. Given the pension plans’ investment horizon and the financial viability of the Company to meet its funding objectives, the Committee has determined that an asset allocation strategy investing principally in global equities diversified among various domestic and international equity categories is appropriate. The target asset allocation for the Company’s qualified pension plans at December 31, 2011 is 45 percent passively managed global equities, 25 percent actively managed global equities, 10 percent domestic mid-small cap equities, 5 percent emerging markets equities, 5 percent real estate equities, and 10 percent long term debt securities. The target asset allocation at December 31, 2010 was 55 percent domestic large cap equities, 19 percent domestic mid cap equities, 6 percent domestic small cap equities and 20 percent international equities.

At December 31, 2011 and 2010, plan assets of the qualified pension plans included asset management arrangements with related parties totaling $95 million and $512 million, respectively.

Under a contractual agreement with U.S. Bancorp Asset Management, Inc. an affiliate of the Company, certain plan assets are lent to qualified borrowers on a short-term basis in exchange for investment fee income. These borrowers may collateralize the loaned securities with either cash or non-cash securities. Cash collateral held at December 31, 2011 and 2010 totaled $12 million and $232 million, respectively, with corresponding obligations to return the cash collateral of $20 million and $240 million, respectively.

Per authoritative accounting guidance, the Company groups plan assets into a three-level hierarchy for valuation techniques used to measure their fair value based on whether the valuation inputs are observable or unobservable. Refer to Note 21 for further discussion on these levels.

The assets of the qualified pension plans include investments in equity and U.S. Treasury securities whose fair values are determined based on quoted prices in active markets and are classified within Level 1 of the fair value hierarchy. The qualified pension plans also invest in collective investment and mutual funds whose fair values are determined using the net asset value provided by the administrator of the fund and as a result are classified as Level 2. In addition, the qualified pension plans invest in long-term debt securities that are valued using third party pricing services and are classified as Level 2. The qualified pension plan invests in a money market mutual fund with cash collateral from its securities lending arrangement, whose fair value is determined based on quoted prices in markets that are less active and therefore is classified as Level 2. Additionally, the qualified pension plan has investments in limited partnership interests and debt

 

U.S. BANCORP     105   


securities whose fair values are determined by the Company by analyzing the limited partnerships’ audited financial statements and by averaging the prices obtained from independent pricing services, respectively. These securities are classified as Level 3.

 

The following table summarizes the plan investment assets measured at fair value at December 31:

 

 

         Pension Plans   

Postretirement

Welfare Plan

 
         2011             2010    2011             2010  
(Dollars in Millions)          Level 1      Level 2      Level 3             Level 1      Level 2      Level 3             Level 1             Level 1  

Cash and cash equivalents

     $ 16       $       $            $ 30       $       $            $ 120            $ 131   

Long-term debt securities

       63         36         7                              8                             

Domestic equity securities

       232                              1,174                                             

Domestic mid-small cap equity securities

       159                              515                                             

International equity securities

       250                              537                                             

Real estate equity securities

       103                              51                                             

Collective investment funds

                                        

Domestic equity securities

               509                                                                  

Domestic mid-small cap equity securities

               53                                                                  

Emerging markets equity securities

               51                                                                  

International equity securities

               455                                                                  

Mutual funds

                                        

Money market

               6                              224                                     

Long-term debt securities

               127                                                                  

Emerging markets equity securities

               50                                                                  

Other

                         6                              6                             

Total (a)

       $ 823       $ 1,287       $ 13            $ 2,307       $ 224       $ 14            $ 120            $ 131   

 

(a) Total investment assets of the pension plans exclude obligations to return cash collateral to qualified borrowers of $20 million and $240 million at December 31, 2011 and 2010, respectively, under security lending arrangements.

 

The following table summarizes the changes in fair value for all plan investment assets measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31:

 

 

             2011              2010  
(Dollars in Millions)           

Debt

Securities

     Other             

Debt

Securities

     Other  

Balance at beginning of period

       $ 8       $ 6             $ 7       $ 6   

Unrealized gains (losses) relating to assets still held at end of year

                 (9            3           

Purchases, sales, principal payments, issuances, and settlements

         (1      9               (2        

Balance at end of period

         $ 7       $ 6             $ 8       $ 6   

The following benefit payments are expected to be paid from the retirement plans for the years ended December 31:

 

 

(Dollars in Millions)                             

Pension

Plans

             

Postretirement

Welfare
Plan (a)

             

Medicare

Part D
Subsidy

 

2012

           $ 146              $ 17              $ 2   

2013

             153                18                3   

2014

             160                19                3   

2015

             166                20                3   

2016

             173                20                3   

2017—2021

                   988                93                3   
(a) Net of retiree contributions and before Medicare Part D subsidy.

 

106   U.S. BANCORP


  NOTE 18  Stock-Based Compensation

 

As part of its employee and director compensation programs, the Company may grant certain stock awards under the provisions of the existing stock compensation plans, including plans assumed in acquisitions. The plans provide for grants of options to purchase shares of common stock at a fixed price equal to the fair value of the underlying stock at the date of grant. Option grants are generally exercisable up to ten years from the date of grant. In addition, the plans provide for grants of shares of common stock or stock units that are subject to restriction on transfer prior to vesting. Most stock and unit awards vest over three to five years and are subject to forfeiture if certain vesting requirements are not met. Stock incentive plans of acquired companies are generally terminated at the merger closing dates. Participants under such plans receive the Company’s common stock, or options to buy the Company’s stock, based on the conversion terms of the various merger agreements. At December 31, 2011, there were 65 million shares (subject to adjustment for forfeitures) available for grant under various plans.

 

Stock Option Awards

The following is a summary of stock options outstanding and exercised under various stock options plans of the Company:

 

 

Year Ended December 31   Stock
Options/Shares
     Weighted-
Average
Exercise Price
       Weighted-Average
Remaining
Contractual Term
       Aggregate
Intrinsic Value
(in millions)
 

2011

              

Number outstanding at beginning of period

    85,622,705       $ 26.80             

Granted

    4,063,369         28.66             

Exercised

    (8,508,107      19.49             

Cancelled (a)

    (5,354,026      28.44                         

Number outstanding at end of period (b)

    75,823,941       $ 27.60           5.2         $ (42

Exercisable at end of period

    57,039,334       $ 29.14           4.4         $ (120

2010

              

Number outstanding at beginning of period

    88,379,469       $ 26.49             

Granted

    5,417,631         23.98             

Exercised

    (5,769,586      19.38             

Cancelled (a)

    (2,404,809      27.03                         

Number outstanding at end of period (b)

    85,622,705       $ 26.80           5.5         $ 15   

Exercisable at end of period

    57,542,065       $ 28.28           4.4         $ (76

2009

              

Number outstanding at beginning of period

    82,293,011       $ 29.08             

Granted

    14,316,237         12.04             

Exercised

    (1,085,328      19.98             

Cancelled (a)

    (7,144,451      28.33                         

Number outstanding at end of period (b)

    88,379,469       $ 26.49           6.1         $ (352

Exercisable at end of period

    50,538,048       $ 27.52           4.5         $ (253

 

(a) Options cancelled include both non-vested (i.e., forfeitures) and vested options.
(b) Outstanding options include stock-based awards that may be forfeited in future periods. The impact of the estimated forfeitures is reflected in compensation expense.

 

Stock-based compensation expense is based on the estimated fair value of the award at the date of grant or modification. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, requiring the use of subjective assumptions. Because employee stock options have characteristics that differ from those of traded options, including vesting provisions and trading limitations that impact their liquidity, the determined value used to measure compensation expense may vary from their actual fair value. The following table includes the weighted average estimated fair value and assumptions utilized by the Company for newly issued grants:

 

 

Year Ended December 31   2011      2010      2009  

Estimated fair value

  $ 10.55       $ 8.36       $ 3.39   

Risk-free interest rates

    2.5      2.5      1.8

Dividend yield

    2.5      3.0      4.2

Stock volatility factor

    .47         .47         .44   

Expected life of options (in years)

    5.5         5.5         5.5   

 

U.S. BANCORP     107   


 

Expected stock volatility is based on several factors including the historical volatility of the Company’s stock, implied volatility determined from traded options and other factors. The Company uses historical data to estimate option exercises and employee terminations to estimate the expected life of options. The risk-free interest rate for the expected life of the options is based on the U.S. Treasury yield curve in effect on the date of grant. The expected dividend yield is based on the Company’s expected dividend yield over the life of the options.

 

The following summarizes certain stock option activity of the Company:

 

 

Year Ended December 31 (Dollars in Millions)   2011        2010        2009  

Fair value of options vested

  $ 54         $ 61         $ 74   

Intrinsic value of options exercised

    61           35           3   

Cash received from options exercised

    165           112           22   

Tax benefit realized from options exercised

    23           13           1   

To satisfy option exercises, the Company predominantly uses treasury stock.

Additional information regarding stock options outstanding as of December 31, 2011, is as follows:

 

    Outstanding Options              Exercisable Options  
Range of Exercise Prices   Shares        Weighted-
Average
Remaining
Contractual
Life (Years)
       Weighted-
Average
Exercise
Price
             Shares        Weighted-
Average
Exercise
Price
 

$11.02 - $15.00

    10,225,221           7.1         $ 11.42               4,141,927         $ 11.43   

$15.01 - $20.00

    212,080           4.4           19.28               182,151           19.50   

$20.01 - $25.00

    10,530,634           4.3           22.68               6,814,608           22.05   

$25.01 - $30.00

    17,848,881           4.8           29.12               13,566,583           29.32   

$30.01 - $35.00

    27,400,486           5.2           31.65               22,727,835           31.55   

$35.01 - $36.25

    9,606,639           5.0           36.07               9,606,230           36.07   
      75,823,941           5.2         $ 27.60               57,039,334         $ 29.14   

Restricted Stock and Unit Awards

A summary of the status of the Company’s restricted shares of stock and unit awards is presented below:

 

 

    2011               2010               2009  
Year Ended December 31   Shares     

Weighted-
Average Grant-
Date Fair

Value

              Shares     

Weighted-
Average Grant-
Date Fair

Value

              Shares      Weighted-
Average
Grant-Date
Fair Value
 

Nonvested Shares

                              

Outstanding at beginning of period

    8,811,027       $ 19.74                6,788,203       $ 16.68                2,420,535       $ 32.42   

Granted

    3,136,086         28.20                4,398,660         24.05                5,435,363         12.09   

Vested

    (2,552,979      20.15                (1,862,228      18.71                (869,898      31.84   

Cancelled

    (398,839      22.20                (513,608      20.00                (197,797      16.52   

Outstanding at end of period

    8,995,295 (a)     $ 22.46                8,811,027       $ 19.74                6,788,203       $ 16.68   

 

(a) Includes maximum number of shares to be received by participants under awards that are based on the achievement of certain future performance criteria by the Company.

The total fair value of shares vested was $72 million, $44 million, and $12 million for 2011, 2010 and 2009, respectively. Stock-based compensation expense was $118 million, $113 million and $89 million for 2011, 2010 and 2009, respectively. On an after-tax basis, stock-based compensation was $73 million, $70 million and $55 million for 2011, 2010, and 2009, respectively. As of December 31, 2011, there was $156 million of total unrecognized compensation cost related to nonvested share-based arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 2.4 years as compensation expense.

 

108   U.S. BANCORP


 NOTE 19  Income Taxes

The components of income tax expense were:

 

 

Year Ended December 31 (Dollars in Millions)   2011        2010      2009  

Federal

         

Current

  $ 907         $ 1,105       $ 765   

Deferred

    689           (339      (499

Federal income tax

    1,596           766         266   

State

         

Current

    186           200         175   

Deferred

    59           (31      (46

State income tax

    245           169         129   

Total income tax provision

  $ 1,841         $ 935       $ 395   

A reconciliation of expected income tax expense at the federal statutory rate of 35 percent to the Company’s applicable income tax expense follows:

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Tax at statutory rate

  $ 2,320       $ 1,470       $ 921   

State income tax, at statutory rates, net of federal tax benefit

    159         110         84   

Tax effect of

       

Tax credits, net of related expenses

    (458      (462      (421

Tax-exempt income

    (226      (214      (202

Noncontrolling interests

    29         18         (11

Other items

    17         13         24   

Applicable income taxes

  $ 1,841       $ 935       $ 395   

 

The tax effects of fair value adjustments on securities available-for-sale, derivative instruments in cash flow hedges, pension and post-retirement plans and certain tax benefits related to stock options are recorded directly to shareholders’ equity as part of other comprehensive income (loss).

In preparing its tax returns, the Company is required to interpret complex tax laws and regulations and utilize income and cost allocation methods to determine its taxable income. On an ongoing basis, the Company is subject to examinations by federal, state, local and foreign taxing authorities that may give rise to differing interpretations of these complex laws, regulations and methods. Due to the nature of the examination process, it generally takes years before these examinations are completed and matters are resolved. Included in earnings for 2011, 2010 and 2009 were changes in income tax expense and associated liabilities related to the resolution of various state income tax examinations which cover varying years from 2001 through 2008 in different states. The resolution of these cycles was the result of negotiations held between the Company and representatives of various taxing authorities throughout the examinations. Federal tax examinations for all years ending through December 31, 2006, are completed and resolved. The Company’s tax returns for the years ended December 31, 2007 and 2008 are under examination by the Internal Revenue Service, and during 2011, the Internal Revenue Service began its examination of the Company’s tax returns for the years ended December 31, 2009 and 2010. The years open to examination by state and local government authorities vary by jurisdiction.

 

A reconciliation of the changes in the federal, state and foreign unrecognized tax position balances are summarized as follows:

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Balance at beginning of period

  $ 532       $ 440       $ 283   

Additions for tax positions taken in prior years

    24         116         31   

Additions for tax positions taken in the current year

    2         30         145   

Exam resolutions

    (70              (12

Statute expirations

    (9      (54      (7

Balance at end of period

  $ 479       $ 532       $ 440   

 

 

U.S. BANCORP     109   


The total amount of unrecognized tax positions that, if recognized, would impact the effective income tax rate as of December 31, 2011, 2010 and 2009, were $220 million, $253 million and $202 million, respectively. The Company classifies interest and penalties related to unrecognized tax positions as a component of income tax expense. At December 31, 2011, the Company’s uncertain tax position balances included $47 million in accrued interest. During the years ended December 31, 2011, 2010 and 2009 the Company recorded approximately $(2) million, $(6) million and $13 million, respectively, in interest on unrecognized tax positions.

The remainder of the Company’s unrecognized tax positions relate principally to the timing of deductions for losses on various securities and debt obligations. The Company expects the conclusion of examinations and other developments in 2012 will likely result in a significant decrease in these uncertain tax positions.

Deferred income tax assets and liabilities reflect the tax effect of estimated temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for the same items for income tax reporting purposes.

 

The significant components of the Company’s net deferred tax asset (liability) as of December 31 were:

 

 

(Dollars in Millions)   2011      2010  

Deferred Tax Assets

    

Allowance for credit losses

  $ 1,872       $ 2,100   

Accrued expenses

    399         317   

Pension and postretirement benefits

    281         113   

Stock compensation

    203         201   

Securities available-for-sale and financial instruments

    85         393   

Federal, state and foreign net operating loss carryforwards

    26         52   

Partnerships and other investment assets

    571         429   

Other deferred tax assets, net

    96         284   

Gross deferred tax assets

    3,533         3,889   

Deferred Tax Liabilities

    

Leasing activities

    (3,048      (2,269

Mortgage servicing rights

    (522      (311

Goodwill and other intangible assets

    (517      (407

Loans

    (175      (139

Fixed assets

    (169      (113

Other deferred tax liabilities, net

    (176      (176

Gross deferred tax liabilities

    (4,607      (3,415

Valuation allowance

    (51      (50

Net Deferred Tax Asset (Liability)

  $ (1,125    $ 424   

 

The Company has established a valuation allowance to offset deferred tax assets related to state and foreign net operating loss carryforwards which are subject to various limitations under the respective income tax laws and some of which may expire unused. The Company has approximately $423 million of federal, state and foreign net operating loss carryforwards which expire at various times through 2023. Management has determined a valuation reserve is not required for most of the remaining deferred tax assets because it is more likely than not these assets could be realized through carry back to taxable income in prior years, future reversals of existing taxable temporary differences and future taxable income.

At December 31, 2011, retained earnings included approximately $102 million of base year reserves of acquired thrift institutions, for which no deferred federal income tax liability has been recognized. These base year reserves would be recaptured if the Company’s banking subsidiaries cease to qualify as a bank for federal income tax purposes. The base year reserves also remain subject to income tax penalty provisions that, in general, require recapture upon certain stock redemptions of, and excess distributions to, stockholders.

 

110   U.S. BANCORP


 NOTE 20  Derivative Instruments

The Company recognizes all derivatives in the consolidated balance sheet at fair value as other assets or liabilities. On the date the Company enters into a derivative contract, the derivative is designated as either a hedge of the fair value of a recognized asset or liability (“fair value hedge”); a hedge of a forecasted transaction or the variability of cash flows to be paid related to a recognized asset or liability (“cash flow hedge”); a hedge of the volatility of an investment in foreign operations driven by changes in foreign currency exchange rates (“net investment hedge”); or a designation is not made as it is a customer-related transaction, an economic hedge for asset/liability risk management purposes or another stand-alone derivative created through the Company’s operations (“free-standing derivative”).

Of the Company’s $54.7 billion of total notional amount of asset and liability management positions at December 31, 2011, $14.1 billion was designated as a fair value, cash flow or net investment hedge. When a derivative is designated as a fair value, cash flow or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s).

Fair Value Hedges  These derivatives are primarily interest rate swaps that hedge the change in fair value related to interest rate changes of underlying fixed-rate debt and junior subordinated debentures. Changes in the fair value of derivatives designated as fair value hedges, and changes in the fair value of the hedged items, are recorded in earnings. All fair value hedges were highly effective for the year ended December 31, 2011, and the change in fair value attributed to hedge ineffectiveness was not material.

Cash Flow Hedges  These derivatives are interest rate swaps that are hedges of the forecasted cash flows from the underlying variable-rate loans and debt. Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) until expense from the cash flows of the hedged items is realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts within other comprehensive income (loss) remain. At December 31, 2011, the Company had $489 million (net-of-tax) of realized and unrealized losses on derivatives classified as cash flow hedges recorded in other comprehensive income (loss), compared with $414 million (net-of-tax) at December 31, 2010. The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the next 12 months is a loss of $124 million (net-of-tax). This amount includes gains and losses related to hedges that were terminated early for which the forecasted transactions are still probable. All cash flow hedges were highly effective for the year ended December 31, 2011, and the change in fair value attributed to hedge ineffectiveness was not material.

Net Investment Hedges  The Company uses forward commitments to sell specified amounts of certain foreign currencies to hedge the volatility of its investment in foreign operations driven by fluctuations in foreign currency exchange rates. The ineffectiveness on all net investment hedges was not material for the year ended December 31, 2011.

Other Derivative Positions  The Company enters into free-standing derivatives to mitigate interest rate risk and for other risk management purposes. These derivatives include forward commitments to sell TBAs and other commitments to sell residential mortgage loans, which are used to economically hedge the interest rate risk related to residential mortgage loans held for sale. The Company also enters into U.S. Treasury futures, options on U.S. Treasury futures contracts, interest rate swaps and forward commitments to buy TBAs to economically hedge the change in the fair value of the Company’s MSRs. The Company also enters into foreign currency forwards to economically hedge remeasurement gains and losses the Company recognizes on foreign currency denominated assets and liabilities. In addition, the Company acts as a seller and buyer of interest rate derivatives and foreign exchange contracts for its customers. To mitigate the market and liquidity risk associated with these customer derivatives, the Company enters into similar offsetting positions with broker-dealers. The Company also has derivative contracts that are created through its operations, including commitments to originate mortgage loans held for sale and certain derivative financial guarantee contracts.

For additional information on the Company’s purpose for entering into derivative transactions and its overall risk management strategies, refer to “Management Discussion and Analysis — Use of Derivatives to Manage Interest Rate and Other Risks” which is incorporated by reference into these Notes to Consolidated Financial Statements.

 

U.S. BANCORP     111   


The following table provides information on the fair value of the Company’s derivative positions as of December 31:

 

 

       2011              2010  
(Dollars in Millions)      Asset
Derivatives
     Liability
Derivatives
             Asset
Derivatives
     Liability
Derivatives
 

Total fair value of derivative positions

     $ 1,913       $ 2,554             $ 1,799       $ 2,174   

Netting (a)

       (294      (1,889            (280      (1,163

Total

     $ 1,619       $ 665             $ 1,519       $ 1,011   

 

Note: The fair value of asset and liability derivatives are included in Other assets and Other liabilities on the Consolidated Balance Sheet, respectively.
(a) Represents netting of derivative asset and liability balances, and related collateral, with the same counterparty subject to master netting agreements. Authoritative accounting guidance permits the netting of derivative receivables and payables when a legally enforceable master netting agreement exists between the Company and a derivative counterparty. A master netting agreement is an agreement between two counterparties who have multiple derivative contracts with each other that provide for the net settlement of contracts through a single payment, in a single currency, in the event of default on or termination of any one contract. At December 31, 2011, the amount of cash and money market investments collateral posted by counterparties that was netted against derivative assets was $88 million and the amount of cash collateral posted by the Company that was netted against derivative liabilities was $1.7 billion. At December 31, 2010, the amount of cash and money market investments collateral posted by counterparties that was netted against derivative assets was $55 million and the amount of cash collateral posted by the Company that was netted against derivative liabilities was $936 million.

The following table summarizes the asset and liability management derivative positions of the Company:

 

 

       Asset Derivatives               Liability Derivatives  
(Dollars in Millions)      Notional
Value
       Fair
Value
       Weighted-Average
Remaining
Maturity
In Years
              Notional
Value
       Fair
Value
       Weighted-Average
Remaining
Maturity
In Years
 

December 31, 2011

                                  

Fair value hedges

                                  

Interest rate contracts

                                  

Receive fixed/pay floating swaps

     $ 500         $ 27           4.09              $         $             

Foreign exchange cross-currency swaps

       688           17           5.17                432           23           5.17   

Cash flow hedges

                                  

Interest rate contracts

                                  

Pay fixed/receive floating swaps

                                          4,788           803           4.03   

Receive fixed/pay floating swaps

       750                     2.75                6,250           6           2.86   

Net investment hedges

                                  

Foreign exchange forward contracts

       708           4           .08                                      

Other economic hedges

                                  

Interest rate contracts

                                  

Futures and forwards

                                  

Buy

       14,270           150           .07                29                     .12   

Sell

       231           1           .15                14,415           134           .11   

Options

                                  

Purchased

       1,250                     .07                                      

Written

       4,421           80           .10                11           1           .13   

Receive fixed/pay floating swaps

       2,625           9           10.21                                      

Foreign exchange forward contracts

       261           1           .08                567           5           .09   

Equity contracts

       54           1           1.05                10                     .64   

Credit contracts

       800           7           3.71                1,600           8           3.59   

December 31, 2010

                                  

Fair value hedges

                                  

Interest rate contracts

                                  

Receive fixed/pay floating swaps

       1,800           72           55.75                                      

Foreign exchange cross-currency swaps

       891           70           6.17                445                     6.17   

Cash flow hedges

                                  

Interest rate contracts

                                  

Pay fixed/receive floating swaps

                                          4,788           688           5.03   

Net investment hedges

                                  

Foreign exchange forward contracts

       512           3           .08                                      

Other economic hedges

                                  

Interest rate contracts

                                  

Futures and forwards

                                  

Buy

       2,879           20           .10                6,312           79           .05   

Sell

       9,082           207           .07                6,002           51           .09   

Options

                                  

Purchased

       1,600                     .06                                      

Written

       6,321           23           .07                1,348           9           .07   

Receive fixed/pay floating swaps

       2,250           3           10.22                                      

Foreign exchange forward contracts

       158           1           .09                694           6           .09   

Equity contracts

       61           3           1.60                                      

Credit contracts

       650           2           3.22                1,183           7           2.71   

 

112   U.S. BANCORP


The following table summarizes the customer-related derivative positions of the Company:

 

 

       Asset Derivatives               Liability Derivatives  
(Dollars in Millions)      Notional
Value
       Fair
Value
       Weighted-
Average
Remaining
Maturity In
Years
              Notional
Value
       Fair
Value
       Weighted-
Average
Remaining
Maturity In
Years
 

December 31, 2011

                                  

Interest rate contracts

                                  

Receive fixed/pay floating swaps

     $ 16,230         $ 1,216           4.98              $ 523         $ 1           2.52   

Pay fixed/receive floating swaps

       99                     1.81                16,206           1,182           5.10   

Options

                                  

Purchased

       2,660           26           6.11                                      

Written

                                          2,660           26           6.11   

Foreign exchange rate contracts

                                  

Forwards, spots and swaps (a)

       7,982           369           .54                8,578           360           .49   

Options

                                  

Purchased

       127           5           .41                                      

Written

                                          127           5           .41   

December 31, 2010

                                  

Interest rate contracts

                                  

Receive fixed/pay floating swaps

       15,730           956           4.64                1,294           21           6.01   

Pay fixed/receive floating swaps

       1,315           24           6.12                15,769           922           4.68   

Options

                                  

Purchased

       2,024           13           1.98                115           12           .36   

Written

       472           12           .26                1,667           13           2.35   

Foreign exchange rate contracts

                                  

Forwards, spots and swaps (a)

       7,772           384           .74                7,694           360           .75   

Options

                                  

Purchased

       224           6           .40                                      

Written

                                          224           6           .40   

 

(a) Reflects the net of long and short positions.

The table below shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses) reclassified from other comprehensive income (loss) into earnings (net-of-tax) for the years ended December 31:

 

 

    Gains (Losses) Recognized in Other
Comprehensive Income (Loss)
             Gains (Losses) Reclassified from
Other Comprehensive Income (Loss)
into Earnings
 
(Dollars in Millions)   2011      2010      2009              2011      2010      2009  

Asset and Liability Management Positions

                      

Cash flow hedges

                      

Interest rate contracts (a)

  $ (213    $ (235    $ 114             $ (138    $ (148    $ (209

Net investment hedges

                      

Foreign exchange forward contracts

    34         (25      (44                              

 

Note: Ineffectiveness on cash flow and net investment hedges was not material for the years ended December 31, 2011, 2010 and 2009.
(a) Gains (Losses) reclassified from other comprehensive income (loss) into interest income on loans and interest expense on long-term debt.

 

U.S. BANCORP     113   


The table below shows the gains (losses) recognized in earnings for fair value hedges, other economic hedges and the customer-related positions for the years ended December 31:

 

 

      

Location of Gains (Losses)

Recognized in Earnings

     Gains (Losses) Recognized in
Earnings
 
(Dollars in Millions)           2011      2010      2009  

Asset and Liability Management Positions

               

Fair value hedges (a)

               

Interest rate contracts

     Other noninterest income      $ (36    $ (31    $ (27

Foreign exchange cross-currency swaps

     Other noninterest income        (69      (193      115   

Other economic hedges

               

Interest rate contracts

               

Futures and forwards

     Mortgage banking revenue        23         831         184   

Purchased and written options

     Mortgage banking revenue        456         425         300   

Receive fixed/pay floating swaps

     Mortgage banking revenue        518                   

Pay fixed/receive floating swaps

     Mortgage banking revenue        1                   

Foreign exchange forward contracts

     Commercial products revenue        (81      (16      (46

Equity contracts

     Compensation expense        1         1         (22

Credit contracts

     Other noninterest income/expense                (6      29   

Customer-Related Positions

               

Interest rate contracts

               

Receive fixed/pay floating swaps

     Other noninterest income        302         201         (658

Pay fixed/receive floating swaps

     Other noninterest income        (317      (196      696   

Purchased and written options

     Other noninterest income                1         (1

Foreign exchange rate contracts

               

Forwards, spots and swaps

     Commercial products revenue        53         49         49   

Purchased and written options

     Commercial products revenue                1         1   
(a) Gains (Losses) on items hedged by interest rate contracts and foreign exchange forward contracts, included in noninterest income (expense), were $29 million and $72 million for the year ended December 31, 2011, respectively, $35 million and $193 million for the year ended December 31, 2010, respectively, and $25 million and $(114) million for the year ended December 31, 2009, respectively. The ineffective portion was immaterial for the years ended December 31, 2011, 2010 and 2009.

 

Derivatives are subject to credit risk associated with counterparties to the derivative contracts. The Company measures that credit risk based on its assessment of the probability of counterparty default and includes that risk within the fair value of the derivative. The Company manages counterparty credit risk through diversification of its derivative positions among various counterparties, by entering into master netting agreements and, where possible, by requiring collateral agreements. These collateral agreements require the counterparty to post, on a daily basis, collateral (typically cash) equal to the Company’s net derivative receivable. For highly-rated counterparties, the agreements may include minimum dollar posting thresholds, but allow for the Company to call for immediate, full collateral coverage when credit-rating thresholds are triggered by counterparties.

The Company’s collateral agreements are bilateral and, therefore, contain provisions that require collateralization of the Company’s net liability derivative positions. Required collateral coverage is based on certain net liability thresholds and contingent upon the Company’s credit rating from two of the nationally recognized statistical rating organizations. If the Company’s credit rating were to fall below credit ratings thresholds established in the collateral agreements, the counterparties to the derivatives could request immediate full collateral coverage for derivatives in net liability positions. The aggregate fair value of all derivatives under collateral agreements that were in a net liability position at December 31, 2011, was $1.9 billion. At December 31, 2011, the Company had $1.7 billion of cash posted as collateral against this net liability position.

 

  NOTE 21  Fair Values of Assets and Liabilities

The Company uses fair value measurements for the initial recording of certain assets and liabilities, periodic remeasurement of certain assets and liabilities, and disclosures. Derivatives, trading and available-for-sale investment securities, certain mortgage loans held for sale (“MLHFS”) and MSRs are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability,

 

114   U.S. BANCORP


including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance.

The Company groups its assets and liabilities measured at fair value into a three-level hierarchy for valuation techniques used to measure financial assets and financial liabilities at fair value. This hierarchy is based on whether the valuation inputs are observable or unobservable. These levels are:

 

 

Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 1 includes U.S. Treasury and exchange-traded instruments.

 

 

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 includes debt securities that are traded less frequently than exchange-traded instruments and which are typically valued using third party pricing services; derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data; and MLHFS whose values are determined using quoted prices for similar assets or pricing models with inputs that are observable in the market or can be corroborated by observable market data.

 

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes MSRs, certain debt securities, including the Company’s SIV-related securities and non-agency mortgage-backed securities, and certain derivative contracts.

When the Company changes its valuation inputs for measuring financial assets and financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2011, 2010 and 2009, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels, except for the transfer of non-agency mortgage-backed securities from Level 2 to Level 3 in the first quarter of 2009, as discussed below.

The following section describes the valuation methodologies used by the Company to measure financial assets and liabilities at fair value and for estimating fair value for financial instruments not recorded at fair value as required under disclosure guidance related to the fair value of financial instruments. In addition, for financial assets and liabilities measured at fair value, the following section includes an indication of the level of the fair value hierarchy in which the assets or liabilities are classified. Where appropriate, the description includes information about the valuation models and key inputs to those models. During 2011, 2010 and 2009, there were no significant changes to the valuation techniques used by the Company to measure fair value.

Cash and Cash Equivalents  The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements was assumed to approximate fair value.

Investment Securities  When quoted market prices for identical securities are available in an active market, these prices are used to determine fair value and these securities are classified within Level 1 of the fair value hierarchy. Level 1 investment securities are predominantly U.S. Treasury securities.

For other securities, quoted market prices may not be readily available for the specific securities. When possible, the Company determines fair value based on market observable information, including quoted market prices for similar securities, inactive transaction prices, and broker quotes. These securities are classified within Level 2 of the fair value hierarchy. Level 2 valuations are provided by a third party pricing service. The Company reviews the valuation methodologies utilized by the pricing service and reviews the security level prices provided by the pricing service against management’s expectation of fair value, based on changes in various benchmarks and market knowledge from recent trading activity. Additionally, the Company validates the fair value provided by the pricing services by comparing them to recent observable market trades (where available), broker provided quotes, or other independent secondary pricing sources. Prices obtained from the pricing service are adjusted if they are found to be inconsistent with observable market data. Level 2 investment securities are predominantly agency mortgage-backed securities, certain other asset-backed securities, municipal securities, corporate debt securities, and perpetual preferred securities.

The fair value of securities for which there are no market trades, or where trading is inactive as compared to normal market activity, are classified within Level 3 of the fair value hierarchy. The Company determines the fair value of these

 

U.S. BANCORP     115   


securities using a cash flow methodology and incorporating observable market information, where available. Cash flow methodologies and other market valuation techniques involving management judgment use assumptions regarding housing prices, interest rates and borrower performance. Inputs are refined and updated to reflect market developments. The primary valuation drivers of these securities are the prepayment rates, default rates and default severities associated with the underlying collateral, as well as the discount rate used to calculate the present value of the projected cash flows. Level 3 fair values, including the assumptions used, are subject to an independent internal review, including a comparison to fair values provided by third party pricing services, where available. Securities classified within Level 3 include non-agency mortgage-backed securities, non-agency commercial mortgage-backed securities, certain asset-backed securities, certain collateralized debt obligations and collateralized loan obligations, certain corporate debt securities and SIV-related securities. Beginning in the first quarter of 2009, due to the limited number of trades of non-agency mortgage-backed securities and lack of reliable evidence about transaction prices, the Company began determining the fair value of these securities using a cash flow methodology and incorporating observable market information, where available. The use of a cash flow methodology resulted in the Company transferring some non-agency mortgage-backed securities to Level 3 in the first quarter of 2009. This transfer did not impact earnings and was not significant to shareholders’ equity of the Company or the carrying amount of the securities.

 

The following table shows the valuation assumption ranges for Level 3 available-for-sale non-agency mortgage-backed securities:

 

 

    Prime (a)              Non-prime  
      Minimum      Maximum      Average              Minimum      Maximum      Average  

December 31, 2011

                      

Estimated lifetime prepayment rates

    4      23      13            1      13      6

Lifetime probability of default rates

            14         2                       20         7   

Lifetime loss severity rates

    9         80         39               8         88         54   

Discount margin

    3         36         7               5         40         11   

December 31, 2010

                      

Estimated lifetime prepayment rates

    4      28      13            1      13      6

Lifetime probability of default rates

            14         1                       20         8   

Lifetime loss severity rates

    16         100         41               10         88         56   

Discount margin

    3         30         6               3         40         11   

 

(a) Prime securities are those designated as such by the issuer or those with underlying asset characteristics and/or credit enhancements consistent with securities designated as prime.

 

Certain mortgage loans held for sale  MLHFS measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by comparison to instruments with similar collateral and risk profiles. MLHFS are classified within Level 2. Included in mortgage banking revenue was a $15 million net gain, a $125 million net loss and a $206 million net gain, for the years ended December 31, 2011, 2010 and 2009, respectively, from the changes to fair value of these MLHFS under fair value option accounting guidance. Changes in fair value due to instrument specific credit risk were immaterial. Interest income for MLHFS is measured based on contractual interest rates and reported as interest income in the Consolidated Statement of Income. Electing to measure MLHFS at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.

Loans  The loan portfolio includes adjustable and fixed-rate loans, the fair value of which was estimated using discounted cash flow analyses and other valuation techniques. The expected cash flows of loans considered historical prepayment experiences and estimated credit losses for nonperforming loans and were discounted using current rates offered to borrowers of similar credit characteristics. Generally, loan fair values reflect Level 3 information.

Mortgage servicing rights  MSRs are valued using a cash flow methodology and third party prices, if available. Accordingly, MSRs are classified within Level 3. The Company determines fair value by estimating the present value of the asset’s future cash flows using market-based prepayment rates, discount rates, and other assumptions validated through comparison to trade information, industry surveys, and independent third party valuations. Risks inherent in MSRs valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. Refer to Note 10 for further information on MSR valuation assumptions.

Derivatives The majority of derivatives held by the Company are executed over-the-counter and are valued using standard cash flow, Black-Scholes and Monte Carlo valuation techniques. The models incorporate inputs, depending on the type of derivative, including interest rate curves, foreign exchange rates and volatility. In addition, all derivative values

 

116   U.S. BANCORP


incorporate an assessment of the risk of counterparty nonperformance, measured based on the Company’s evaluation of credit risk as well as external assessments of credit risk, where available. In its assessment of nonperformance risk, the Company considers its ability to net derivative positions under master netting agreements, as well as collateral received or provided under collateral support agreements. The majority of these derivatives are classified within Level 2 of the fair value hierarchy as the significant inputs to the models are observable. An exception to the Level 2 classification is certain derivative transactions for which the risk of nonperformance cannot be observed in the market. These derivatives are classified within Level 3 of the fair value hierarchy. In addition, commitments to sell, purchase and originate mortgage loans that meet the requirements of a derivative, are valued by pricing models that include market observable and unobservable inputs. Due to the significant unobservable inputs, these commitments are classified within Level 3 of the fair value hierarchy.

Deposit Liabilities  The fair value of demand deposits, savings accounts and certain money market deposits is equal to the amount payable on demand. The fair value of fixed-rate certificates of deposit was estimated by discounting the contractual cash flow using current market rates.

Short-term Borrowings  Federal funds purchased, securities sold under agreements to repurchase, commercial paper and other short-term funds borrowed have floating rates or short-term maturities. The fair value of short-term borrowings was determined by discounting contractual cash flows using current market rates.

Long-term Debt  The fair value for most long-term debt was determined by discounting contractual cash flows using current market rates. Junior subordinated debt instruments were valued using market quotes.

Loan Commitments, Letters of Credit and Guarantees  The fair value of commitments, letters of credit and guarantees represents the estimated costs to terminate or otherwise settle the obligations with a third party. The fair value of residential mortgage commitments is estimated based on observable and unobservable inputs. Other loan commitments, letters of credit and guarantees are not actively traded, and the Company estimates their fair value based on the related amount of unamortized deferred commitment fees adjusted for the probable losses for these arrangements.

 

U.S. BANCORP     117   


The following table summarizes the balances of assets and liabilities measured at fair value on a recurring basis:

 

 

(Dollars in Millions)   Level 1        Level 2        Level 3        Netting      Total  

December 31, 2011

                   

Available-for-sale securities

                   

U.S. Treasury and agencies

  $ 562         $ 495         $         $       $ 1,057   

Mortgage-backed securities

                   

Residential

                   

Agency

              40,314                             40,314   

Non-agency

                   

Prime

                        803                   803   

Non-prime

                        802              802   

Commercial

                   

Agency

              140                             140   

Non-agency

                        42                   42   

Asset-backed securities

                   

Collateralized debt obligations/Collateralized loan obligations

              86           120                   206   

Other

              564           117                   681   

Obligations of state and political subdivisions

              6,539                             6,539   

Obligations of foreign governments

              6                             6   

Corporate debt securities

              818           9                   827   

Perpetual preferred securities

              318                             318   

Other investments

    193           9                             202   

Total available-for-sale

    755           49,289           1,893                   51,937   

Mortgage loans held for sale

              6,925                             6,925   

Mortgage servicing rights

                        1,519                   1,519   

Derivative assets

              632           1,281           (294      1,619   

Other assets

    146           467                             613   

Total

  $ 901         $ 57,313         $ 4,693         $ (294    $ 62,613   

Derivative liabilities

  $         $ 2,501         $ 53         $ (1,889    $ 665   

Other liabilities

    75           538                             613   

Total

  $ 75         $ 3,039         $ 53         $ (1,889    $ 1,278   

December 31, 2010

                   

Available-for-sale securities

                   

U.S. Treasury and agencies

  $ 873         $ 1,664         $         $       $ 2,537   

Mortgage-backed securities

                   

Residential

                   

Agency

              37,703                             37,703   

Non-agency

                   

Prime

                        1,103                   1,103   

Non-prime

                        947                   947   

Commercial

                   

Agency

              197                             197   

Non-agency

                        50                   50   

Asset-backed securities

                   

Collateralized debt obligations/Collateralized loan obligations

              89           135                   224   

Other

              587           133                   720   

Obligations of state and political subdivisions

              6,417                             6,417   

Obligations of foreign governments

              6                             6   

Corporate debt securities

              949           9                   958   

Perpetual preferred securities

              448                             448   

Other investments

    181           18                             199   

Total available-for-sale

    1,054           48,078           2,377                   51,509   

Mortgage loans held for sale

              8,100                             8,100   

Mortgage servicing rights

                        1,837                   1,837   

Derivative assets

              846           953           (280      1,519   

Other assets

              470                             470   

Total

  $ 1,054         $ 57,494         $ 5,167         $ (280    $ 63,435   

Derivative liabilities

  $         $ 2,072         $ 102         $ (1,163    $ 1,011   

Other liabilities

              470                             470   

Total

  $         $ 2,542         $ 102         $ (1,163    $ 1,481   

 

118   U.S. BANCORP


The following table presents the changes in fair value for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31:

 

 

(Dollars in Millions)   Beginning
of Period
Balance
     Net Gains
(Losses)
Included in
Net
Income
    Net Gains
(Losses)
Included in
Other
Comprehensive
Income (Loss)
    Net Total
Purchases,
Sales, Principal
Payments,
Issuances and
Settlements
    Transfers into
Level 3
     End
of Period
Balance
     Net Change in
Unrealized Gains
(Losses) Relating
to Assets
Still Held at
End of Period
 

2011

                

Available-for-sale securities

                

Mortgage-backed securities

                

Residential non-agency

                

Prime

  $ 1,103       $ 6      $ 4      $ (310   $       $ 803       $ (4

Non-prime

    947         (7     1        (139             802         1   

Commercial non-agency

    50         3        (3     (8             42         (2

Asset-backed securities

                

Collateralized debt
obligations/Collateralized
loan obligations

    135         13        5        (33             120         5   

Other

    133         10        (7     (19             117         (7

Corporate debt securities

    9                                      9           

Total available-for-sale

    2,377         25  (a)             (509             1,893         (7

Mortgage servicing rights

    1,837         (972 )(b)             654                1,519         (972 )(b) 

Net derivative assets and liabilities

    851         1,550  (c)             (1,173             1,228         (383 )(d) 

2010

                

Available-for-sale securities

                

Mortgage-backed securities

                

Residential non-agency

                

Prime

  $ 1,429       $ 2      $ 82      $ (410   $       $ 1,103       $ 76   

Non-prime

    968         (47     146        (120             947         145   

Commercial non-agency

    13         2        3        32                50         3   

Asset-backed securities

                

Collateralized debt obligations/Collateralized loan obligations

    98         7               30                135         4   

Other

    357         2        11        (237             133         12   

Corporate debt securities

    10         (1                           9           

Other investments

    231         5        10        (246                       

Total available-for-sale

    3,106         (30 )(e)      252        (951             2,377         240   

Mortgage servicing rights

    1,749         (616 )(b)             704                1,837         (616 )(b) 

Net derivative assets and liabilities

    815         1,427  (f)             (1,391             851         (318 )(g) 

2009

                

Available-for-sale securities

                

Mortgage-backed securities

                

Residential non-agency

                

Prime

  $ 183       $ (4   $ 542      $ (1,540   $ 2,248       $ 1,429       $ 358   

Non-prime

    1,022         (141     151        (197     133         968         29   

Commercial non-agency

    17         (1     (1     (3     1         13         (1

Asset-backed securities

                

Collateralized debt obligations/Collateralized loan obligations

    86         (3     2        9        4         98         3   

Other

    523         (180     101        (90     3         357         3   

Corporate debt securities

    13         (3                           10           

Other investments

            2        (10     (4     243         231         (10

Total available-for-sale

    1,844         (330 )(h)      785        (1,825     2,632         3,106         382   

Mortgage servicing rights

    1,194         (394 )(b)             949                1,749         (394 )(b) 

Net derivative assets and liabilities

    1,698         (755 )(i)             (129     1         815         (1,328 )(j) 

 

(a) Approximately $(31) million included in securities gains (losses) and $56 million included in interest income.
(b) Included in mortgage banking revenue.
(c) Approximately $716 million included in other noninterest income and $834 million included in mortgage banking revenue.
(d) Approximately $262 million included in other noninterest income and $(645) million included in mortgage banking revenue.
(e) Approximately $(91) million included in securities gains (losses) and $61 million included in interest income.
(f) Approximately $632 million included in other noninterest income and $795 million included in mortgage banking revenue.
(g) Approximately $483 million included in other noninterest income and $(801) million included in mortgage banking revenue.
(h) Approximately $(361) million included in securities gains (losses) and $31 million included in interest income.
(i) Approximately $(1.4) billion included in other noninterest income and $611 million included in mortgage banking revenue.
(j) Approximately $(630) million included in other noninterest income and $(698) million included in mortgage banking revenue.

 

U.S. BANCORP     119   


Additional detail of purchases, sales, principal payments, issuances and settlements for assets and liabilities classified within Level 3 for the year ended December 31, 2011, was as follows:

 

 

(Dollars in Millions)   Purchases        Sales      Principal
Payments
     Issuances      Settlements      Net Total  

Available-for-sale securities

                  

Mortgage-backed securities

                  

Residential non-agency

                  

Prime

  $         $ (115    $ (195    $       $       $ (310

Non-prime

              (13      (126                      (139

Commercial non-agency

              (4      (4                      (8

Asset-backed securities

                  

Collateralized debt obligations/Collateralized loan obligations

                      (33                      (33

Other

    5                   (24                      (19

Total available-for-sale

    5           (132      (382                      (509

Mortgage servicing rights

    35                           619 (a)               654   

Net derivative assets and liabilities

    1           (8                      (1,166      (1,173

 

(a) Represents MSRs capitalized during the period

The Company is also required periodically to measure certain other financial assets at fair value on a nonrecurring basis. These measurements of fair value usually result from the application of lower-of-cost-or-fair value accounting or write-downs of individual assets.

The following table summarizes the adjusted carrying values and the level of valuation assumptions for assets measured at fair value on a nonrecurring basis as of December 31:

 

 

    2011               2010  
(Dollars in Millions)   Level 1        Level 2        Level 3        Total               Level 1        Level 2        Level 3        Total  

Loans (a)

  $         $         $ 168         $ 168              $         $ 404         $ 1         $ 405   

Other intangible assets

                                                                     1           1   

Other assets (b)

                        310           310                          816           9           825   

 

(a) Represents the carrying value of loans for which adjustments were based on the fair value of the collateral, excluding loans fully charged-off.
(b) Primarily represents the fair value of foreclosed properties that were measured at fair value based on an appraisal or broker price opinion of the collateral subsequent to their initial acquisition.

The following table summarizes losses recognized related to nonrecurring fair value measurements of individual assets or portfolios for the years ended December 31:

 

 

(Dollars in Millions)   2011        2010        2009  

Loans held for sale

  $         $         $ 2   

Loans (a)

    177           363           293   

Other intangible assets

              1           2   

Other assets (b)

    316           308           178   

 

(a) Represents write-downs of loans which were based on the fair value of the collateral, excluding loans fully charged-off.
(b) Primarily represents related losses of foreclosed properties that were measured at fair value subsequent to their initial acquisition.

Fair Value Option

The following table summarizes the differences between the aggregate fair value carrying amount of MLHFS for which the fair value option has been elected and the aggregate unpaid principal amount that the Company is contractually obligated to receive at maturity as of December 31:

 

 

    2011              2010  
(Dollars in Millions)   Fair Value
Carrying
Amount
       Aggregate
Unpaid
Principal
       Carrying
Amount Over
(Under) Unpaid
Principal
             Fair Value
Carrying
Amount
       Aggregate
Unpaid
Principal
       Carrying
Amount Over
(Under) Unpaid
Principal
 

Total loans

  $ 6,925         $ 6,635         $ 290             $ 8,100         $ 8,034         $ 66   

Nonaccrual loans

    10           15           (5            11           18           (7

Loans 90 days or more past due

    3           4           (1            6           6             

 

120   U.S. BANCORP


 

Disclosures about Fair Value of Financial Instruments  The following table summarizes the estimated fair value for financial instruments as of December 31, 2011 and 2010, and includes financial instruments that are not accounted for at fair value. In accordance with disclosure guidance related to fair values of financial instruments, the Company did not include assets and liabilities that are not financial instruments, such as the value of goodwill, long-term relationships with deposit, credit card, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other liabilities.

 

The estimated fair values of the Company’s financial instruments as of December 31, are shown in the table below:

 

 

    2011               2010  
(Dollars in Millions)   Carrying
Amount
       Fair
Value
              Carrying
Amount
       Fair
Value
 

Financial Assets

                     

Cash and due from banks

  $ 13,962         $ 13,962              $ 14,487         $ 14,487   

Investment securities held-to-maturity

    18,877           19,216                1,469           1,419   

Mortgages held for sale (a)

    3           3                4           4   

Other loans held for sale

    228           228                267           267   

Loans

    205,082           206,646                191,751           192,058   

Financial Liabilities

                     

Deposits

    230,885           231,184                204,252           204,799   

Short-term borrowings

    30,468           30,448                32,557           32,839   

Long-term debt

    31,953           32,664                31,537           31,981   

 

(a) Balance excludes mortgages held for sale for which the fair value option under applicable accounting guidance was elected.

The fair value of unfunded commitments, standby letters of credit and other guarantees is approximately equal to their carrying value. The carrying value of unfunded commitments and standby letters of credit was $381 million and $353 million at December 31, 2011 and 2010, respectively. The carrying value of other guarantees was $359 million and $330 million at December 31, 2011 and 2010, respectively.

 

 NOTE 22   Guarantees and Contingent Liabilities

Commitments to Extend Credit

Commitments to extend credit are legally binding and generally have fixed expiration dates or other termination clauses. The contractual amount represents the Company’s exposure to credit loss, in the event of default by the borrower. The Company manages this credit risk by using the same credit policies it applies to loans. Collateral is obtained to secure commitments based on management’s credit assessment of the borrower. The collateral may include marketable securities, receivables, inventory, equipment and real estate. Since the Company expects many of the commitments to expire without being drawn, total commitment amounts do not necessarily represent the Company’s future liquidity requirements. In addition, the commitments include consumer credit lines that are cancelable upon notification to the consumer.

Letters of Credit

Standby letters of credit are commitments the Company issues to guarantee the performance of a customer to a third party. The guarantees frequently support public and private borrowing arrangements, including commercial paper issuances, bond financings and other similar transactions. The Company issues commercial letters of credit on behalf of customers to ensure payment or collection in connection with trade transactions. In the event of a customer’s nonperformance, the Company’s credit loss exposure is the same as in any extension of credit, up to the letter’s contractual amount. Management assesses the borrower’s credit to determine the necessary collateral, which may include marketable securities, receivables, inventory, equipment and real estate. Since the conditions requiring the Company to fund letters of credit may not occur, the Company expects its liquidity requirements to be less than the total outstanding commitments. The maximum potential future payments guaranteed by the Company under standby letter of credit arrangements at December 31, 2011, were approximately $19.2 billion with a weighted-average term of approximately 22 months. The estimated fair value of standby letters of credit was approximately $97 million at December 31, 2011.

 

U.S. BANCORP     121   


 

The contract or notional amounts of unfunded commitments to extend credit and letters of credit at December 31, 2011, were as follows:

 

 

    Term         
(Dollars in Millions)  

Less Than

One Year

    

Greater Than

One Year

     Total  

Commitments to extend credit

       

Commercial and commercial real estate

  $ 19,632       $ 64,394       $ 84,026   

Corporate and purchasing cards (a)

    17,713                 17,713   

Residential mortgages

    106         55         161   

Retail credit cards (a)

    64,411         545         64,956   

Other retail

    9,739         16,411         26,150   

Covered

    72         1,033         1,105   

Letters of credit

       

Standby

    7,202         11,997         19,199   

Commercial

    396         24         420   
(a) Primarily cancelable at the Company’s discretion.

Lease Commitments

Rental expense for operating leases totaled $291 million in 2011, $277 million in 2010 and $253 million in 2009. Future minimum payments, net of sublease rentals, under capitalized leases and noncancelable operating leases with initial or remaining terms of one year or more, consisted of the following at December 31, 2011:

 

 

(Dollars in Millions)  

Capitalized

Leases

      

Operating

Leases

 

2012

    $10           $   222   

2013

    9           202   

2014

    7           172   

2015

    6           141   

2016

    6           107   

Thereafter

    27           443   

Total minimum lease payments

    65               $1,287   

Less amount representing interest

    25        

Present value of net minimum lease payments

    $40              

Guarantees

Guarantees are contingent commitments issued by the Company to customers or other third parties. The Company’s guarantees primarily include parent guarantees related to subsidiaries’ third party borrowing arrangements; third party performance guarantees inherent in the Company’s business operations, such as indemnified securities lending programs and merchant charge-back guarantees; indemnification or buy-back provisions related to certain asset sales; and contingent consideration arrangements related to acquisitions. For certain guarantees, the Company has recorded a liability related to the potential obligation, or has access to collateral to support the guarantee or through the exercise of other recourse provisions can offset some or all of the maximum potential future payments made under these guarantees.

Third Party Borrowing Arrangements The Company provides guarantees to third parties as a part of certain subsidiaries’ borrowing arrangements, primarily representing guaranteed operating or capital lease payments or other debt obligations with maturity dates extending through 2013. The maximum potential future payments guaranteed by the Company under these arrangements were approximately $436 million at December 31, 2011.

Commitments from Securities Lending The Company participates in securities lending activities by acting as the customer’s agent involving the loan of securities. The Company indemnifies customers for the difference between the market value of the securities lent and the market value of the collateral received. Cash collateralizes these transactions. The maximum potential future payments guaranteed by the Company under these arrangements were approximately $9.2 billion at December 31, 2011, and represented the market value of the securities lent to third parties. At December 31, 2011, the Company held assets with a market value of $9.4 billion as collateral for these arrangements.

Asset Sales The Company has provided guarantees to certain third parties in connection with the sale or syndication of certain assets, primarily loan portfolios and tax credits. These guarantees are generally in the form of asset buy-back or make-whole provisions that are triggered upon a credit event or a change in the tax-qualifying status of the related projects, as applicable, and remain in effect until the loans are collected or final tax credits are realized, respectively. The maximum potential future payments guaranteed by the Company under these arrangements were approximately $2.3 billion at December 31, 2011, and represented the proceeds received from the buyer or the guaranteed portion in these transactions where the buy-back or make-whole provisions have not yet expired. At December 31, 2011, the Company had reserved $79 million for potential losses related to the sale or syndication of tax credits.

The maximum potential future payments do not include loan sales where the Company provides standard representations and warranties to the buyer against losses related to loan underwriting documentation defects that may have existed at the time of sale that generally are identified after the occurrence of a triggering event such as delinquency. For these types of loan sales, the maximum potential future payments is generally the unpaid principal balance of loans sold measured at the end of the current reporting period. Actual losses will be significantly less than the maximum exposure, as only a fraction of loans sold will have a representation and warranty breach, and any losses on repurchase would generally be mitigated by any collateral held against the loans.

 

122   U.S. BANCORP


The Company regularly sells loans to government sponsored enterprises (“GSEs”) as part of its mortgage banking activities. The Company provides customary representation and warranties to the GSEs in conjunction with these sales. These representations and warranties generally require the Company to repurchase assets if it is subsequently determined that a loan did not meet specified criteria, such as a documentation deficiency or rescission of mortgage insurance. If the Company is unable to cure or refute a repurchase request, the Company is generally obligated to repurchase the loan or otherwise reimburse the counterparty for losses. At December 31, 2011, the Company had reserved $160 million for potential losses from representation and warranty obligations. The Company’s reserve reflects management’s best estimate of losses for representation and warranty obligations. The Company’s reserving methodology uses current information about investor repurchase requests, and assumptions about defect rate, concur rate, repurchase mix, and loss severity, based upon the Company’s most recent loss trends. The Company also considers qualitative factors that may result in anticipated losses differing from historical loss trends, such as loan vintage, underwriting characteristics and macroeconomic trends.

The following table is a rollforward of the Company’s representation and warranty reserve:

 

 

Year ended December 31 (Dollars in Millions)   2011      2010      2009  

Balance at beginning of period

  $ 180       $ 72       $ 12   

Net realized losses

    (137      (93      (18

Additions to reserve

    117         201         78   

Balance at end of period

  $ 160       $ 180       $ 72   

As of December 31, 2011 and December 31, 2010, the Company had $105 million and $165 million, respectively, of unresolved representation and warranty claims from the GSEs. The Company does not have a significant amount of unresolved claims from investors other than the GSEs.

Merchant Processing   The Company, through its subsidiaries, provides merchant processing services. Under the rules of credit card associations, a merchant processor retains a contingent liability for credit card transactions processed. This contingent liability arises in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder’s favor. In this situation, the transaction is “charged-back” to the merchant and the disputed amount is credited or otherwise refunded to the cardholder. If the Company is unable to collect this amount from the merchant, it bears the loss for the amount of the refund paid to the cardholder.

A cardholder, through its issuing bank, generally has until the latter of up to four months after the date the transaction is processed or the receipt of the product or service to present a charge-back to the Company as the merchant processor. The absolute maximum potential liability is estimated to be the total volume of credit card transactions that meet the associations’ requirements to be valid charge-back transactions at any given time. Management estimates that the maximum potential exposure for charge-backs would approximate the total amount of merchant transactions processed through the credit card associations for the last four months. For the last four months this amount totaled approximately $74.3 billion. In most cases, this contingent liability is unlikely to arise, as most products and services are delivered when purchased and amounts are refunded when items are returned to merchants. However, where the product or service is not provided until a future date (“future delivery”), the potential for this contingent liability increases. To mitigate this risk, the Company may require the merchant to make an escrow deposit, may place maximum volume limitations on future delivery transactions processed by the merchant at any point in time, or may require various credit enhancements (including letters of credit and bank guarantees). Also, merchant processing contracts may include event triggers to provide the Company more financial and operational control in the event of financial deterioration of the merchant.

The Company’s primary exposure to future delivery is related to merchant processing for airline companies. The Company currently processes card transactions in the United States, Canada and Europe for these merchants. In the event of liquidation of these merchants, the Company could become financially liable for refunding tickets purchased through the credit card associations under the charge-back provisions. Charge-back risk related to these merchants is evaluated in a manner similar to credit risk assessments and, as such, merchant processing contracts contain various provisions to protect the Company in the event of default. At December 31, 2011, the value of airline tickets purchased to be delivered at a future date was $4.6 billion. The Company held collateral of $438 million in escrow deposits, letters of credit and indemnities from financial institutions, and liens on various assets. With respect to future delivery risk for other merchants, the Company held $14 million of merchant escrow deposits as collateral. In addition to specific collateral or other credit enhancements, the Company maintains a liability for its implied guarantees associated with future delivery. At December 31, 2011, the liability was $64 million primarily related to these airline processing arrangements.

 

U.S. BANCORP     123   


In the normal course of business, the Company has unresolved charge-backs. The Company assesses the likelihood of its potential liability based on the extent and nature of unresolved charge-backs and its historical loss experience. At December 31, 2011, the Company held $107 million of merchant escrow deposits as collateral and had a recorded liability for potential losses of $12 million.

Contingent Consideration Arrangements The Company has contingent payment obligations related to certain business combination transactions. Payments are guaranteed as long as certain post-acquisition performance-based criteria are met or customer relationships are maintained. At December 31, 2011, the maximum potential future payments required to be made by the Company under these arrangements was approximately $4 million. If required, the majority of these contingent payments are payable within the next 12 months.

Minimum Revenue Guarantees In the normal course of business, the Company may enter into revenue share agreements with third party business partners who generate customer referrals or provide marketing or other services related to the generation of revenue. In certain of these agreements, the Company may guarantee that a minimum amount of revenue share payments will be made to the third party over a specified period of time. At December 31, 2011, the maximum potential future payments required to be made by the Company under these agreements were $31 million and the Company had recorded a related liability of $20 million.

Tender Option Bond Program Guarantee As discussed in Note 8, the Company sponsors a municipal bond securities tender option bond program and consolidates the program’s entities on its consolidated balance sheet. The Company provides financial performance guarantees related to the program’s entities. At December 31, 2011, the Company guaranteed $5.3 billion of borrowings of the program’s entities, included on the consolidated balance sheet in short-term borrowings. The Company also included on its consolidated balance sheet the related $5.4 billion of available-for-sale investment securities serving as collateral for this arrangement.

Other Guarantees and Commitments The Company has also made other financial performance guarantees and commitments related to the operations of its subsidiaries. At December 31, 2011, the maximum potential future payments guaranteed or committed by the Company under these arrangements were approximately $3.1 billion and the Company had recorded a related liability of $20 million.

Other Contingent Liabilities

Visa Restructuring and Card Association Litigation   The Company’s payment services business issues and acquires credit and debit card transactions through the Visa U.S.A. Inc. card association or its affiliates (collectively “Visa”). In 2007, Visa completed a restructuring and issued shares of Visa Inc. common stock to its financial institution members in contemplation of its initial public offering (“IPO”) completed in the first quarter of 2008 (the “Visa Reorganization”). As a part of the Visa Reorganization, the Company received its proportionate number of shares of Visa Inc. common stock, which were subsequently converted to Class B shares of Visa Inc. (“Class B shares”). The Company and certain of its subsidiaries have been named as defendants along with Visa U.S.A. Inc. (“Visa U.S.A.”) and MasterCard International (collectively, the “Card Associations”), as well as several other banks, in antitrust lawsuits challenging the practices of the Card Associations (the “Visa Litigation”). Visa U.S.A. member banks have a contingent obligation to indemnify Visa Inc. under the Visa U.S.A. bylaws (which were modified at the time of the restructuring in October 2007) for potential losses arising from the Visa Litigation. The indemnification by the Visa U.S.A. member banks has no specific maximum amount. The Company has also entered into judgment and loss sharing agreements with Visa U.S.A. and certain other banks in order to apportion financial responsibilities arising from any potential adverse judgment or negotiated settlements related to the Visa Litigation.

In 2007 and 2008, Visa announced settlement agreements relating to certain of the Visa Litigation matters. Visa U.S.A. member banks remain obligated to indemnify Visa Inc. for potential losses arising from the remaining Visa Litigation. Using proceeds from its IPO and through reductions to the conversion ratio applicable to the Class B shares held by Visa U.S.A. member banks, Visa Inc. funds an escrow account for the benefit of member financial institutions to fund the expenses of the Visa Litigation, as well as the members’ proportionate share of any judgments or settlements that may arise out of the Visa Litigation. The receivable related to the escrow account is classified in other liabilities as a direct offset to the related Visa Litigation contingent liability. The Company recognized gains of $51 million in 2011, $72 million in 2010 and $39 million in 2009, related to Visa Inc.’s funding of the escrow account and resulting reduction in the conversion ratio applicable to the Class B shares. The amount recognized in 2011 was net of an additional $58 million increase to the Company’s liability related to the remaining

 

124   U.S. BANCORP


Visa Litigation matters. At December 31, 2011, the carrying amount of the Company’s liability related to the remaining Visa Litigation matters, net of its share of the escrow fundings, was zero. The remaining Class B shares held by the Company will be eligible for conversion to Class A shares, and thereby marketable, upon settlement of the Visa Litigation.

Checking Account Overdraft Fee Litigation   The Company is a defendant in three separate cases primarily challenging the Company’s daily ordering of debit transactions posted to customer checking accounts for the period from 2003 to 2010. The plaintiffs have requested class action treatment; however, no class has been certified. The court has denied a motion by the Company to dismiss these cases. The Company believes it has meritorious defenses against these matters, including class certification. No specific damages claim has been made, and based on facts and circumstances, the Company believes the potential range of loss would not be material.

Other   During the second quarter of 2011, the Company and its two primary banking subsidiaries entered into Consent Orders with U.S. federal banking regulators regarding the Company’s residential mortgage servicing and foreclosure processes. The banking regulators have notified the Company of civil money penalties related to the Consent Orders, however, these penalties are not significant.

Other federal and state governmental authorities have reached a settlement agreement in principle with five major financial institutions regarding their mortgage origination, servicing, and foreclosure activities. Those governmental authorities contacted other financial institutions, including the Company, to discuss their potential participation in a settlement. The Company has not agreed to any settlement at this point, however if a settlement were reached it would likely include an agreement to comply with specified servicing standards, and settlement payments to governmental authorities as well as a monetary commitment that could be satisfied under various loan modification programs (in addition to the programs the Company already has in place). The Company has accrued $130 million with respect to these and related matters.

The Company is subject to various other litigation, investigations and legal and administrative cases and proceedings that arise in the ordinary course of its businesses. Due to their complex nature, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, the Company believes that the aggregate amount of such liabilities will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

 

U.S. BANCORP     125   


 NOTE 23   U.S. Bancorp (Parent Company)

Condensed Balance Sheet

 

 

At December 31 (Dollars in Millions)   2011        2010  

Assets

      

Due from banks, principally interest-bearing

  $ 4,728         $ 6,722   

Available-for-sale securities

    1,166           1,454   

Investments in bank subsidiaries

    33,179           29,452   

Investments in nonbank subsidiaries

    1,321           1,239   

Advances to bank subsidiaries

    6,094           1,500   

Advances to nonbank subsidiaries

    1,190           1,171   

Other assets

    1,481           1,429   

Total assets

  $ 49,159         $ 42,967   

Liabilities and Shareholders’ Equity

      

Short-term funds borrowed

  $ 29         $ 60   

Long-term debt

    14,593           13,037   

Other liabilities

    559           351   

Shareholders’ equity

    33,978           29,519   

Total liabilities and shareholders’ equity

  $ 49,159         $ 42,967   

Condensed Statement of Income

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Income

       

Dividends from bank subsidiaries

  $ 1,500       $       $ 625   

Dividends from nonbank subsidiaries

    7         3         94   

Interest from subsidiaries

    101         109         82   

Other income

    134         105         (299

Total income

    1,742         217         502   

Expense

       

Interest on short-term funds borrowed

    1         1         3   

Interest on long-term debt

    424         366         332   

Other expense

    79         80         44   

Total expense

    504         447         379   

Income before income taxes and equity in undistributed income of subsidiaries

    1,238         (230      123   

Applicable income taxes

    (83      (70      (197

Income of parent company

    1,321         (160      320   

Equity in undistributed income of subsidiaries

    3,551         3,477         1,885   

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205   

 

126   U.S. BANCORP


Condensed Statement of Cash Flows

 

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009  

Operating Activities

       

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205   

Adjustments to reconcile net income to net cash provided by operating activities

       

Equity in undistributed income of subsidiaries

    (3,551      (3,477      (1,885

Other, net

    12         130         703   

Net cash provided by (used in) operating activities

    1,333         (30      1,023   

Investing Activities

       

Proceeds from sales and maturities of investment securities

    297         298         395   

Purchases of investment securities

    (36      (63      (52

Investments in subsidiaries

            (1,750      (186

Equity distributions from subsidiaries

    77         58         58   

Net increase in short-term advances to subsidiaries

    (4,613      (253      (173

Long-term advances to subsidiaries

            (300      (800

Principal collected on long-term advances to subsidiaries

            300           

Other, net

    (3      33         (29

Net cash used in investing activities

    (4,278      (1,677      (787

Financing Activities

       

Net decrease in short-term borrowings

    (31      (782      (392

Proceeds from issuance of long-term debt

    2,426         4,250         5,031   

Principal payments or redemption of long-term debt

    (851      (5,250      (1,054

Fees paid on exchange of income trust securities for perpetual preferred stock

            (4        

Proceeds from issuance of preferred stock

    676                   

Proceeds from issuance of common stock

    180         119         2,703   

Redemption of preferred stock

                    (6,599

Repurchase of common stock

    (514                

Repurchase of common stock warrant

                    (139

Cash dividends paid on preferred stock

    (118      (89      (275

Cash dividends paid on common stock

    (817      (383      (1,025

Net cash provided by (used in) financing activities

    951         (2,139      (1,750

Change in cash and due from banks

    (1,994      (3,846      (1,514

Cash and due from banks at beginning of year

    6,722         10,568         12,082   

Cash and due from banks at end of year

  $ 4,728       $ 6,722       $ 10,568   

 

Transfer of funds (dividends, loans or advances) from bank subsidiaries to the Company is restricted. Federal law requires loans to the Company or its affiliates to be secured and generally limits loans to the Company or an individual affiliate to 10 percent of each bank’s unimpaired capital and surplus. In the aggregate, loans to the Company and all affiliates cannot exceed 20 percent of each bank’s unimpaired capital and surplus.

Dividend payments to the Company by its subsidiary banks are subject to regulatory review and statutory limitations and, in some instances, regulatory approval. The approval of the Office of the Comptroller of the Currency is required if total dividends by a national bank in any calendar year exceed the bank’s net income for that year combined with its retained net income for the preceding two calendar years, or if the bank’s retained earnings are less than zero. Furthermore, dividends are restricted by the Comptroller of the Currency’s minimum capital constraints for all national banks. Within these guidelines, all bank subsidiaries have the ability to pay dividends without prior regulatory approval. The amount of dividends available to the parent company from the bank subsidiaries at December 31, 2011, was approximately $6.6 billion.

 

 NOTE 24   Subsequent Events

The Company has evaluated the impact of events that have occurred subsequent to December 31, 2011 through the date the consolidated financial statements were filed with the United States Securities and Exchange Commission. Based on this evaluation, other than as recorded or disclosed within these consolidated financial statements and related notes, the Company has determined none of these events were required to be recognized or disclosed.

 

U.S. BANCORP     127   


U.S. Bancorp

Consolidated Balance Sheet—Five Year Summary (Unaudited)

 

At December 31 (Dollars in Millions)            2011      2010      2009      2008      2007     

% Change

2011 v 2010

 

Assets

                     

Cash and due from banks

       $ 13,962       $ 14,487       $ 6,206       $ 6,859       $ 8,884         (3.6 )% 

Held-to-maturity securities

         18,877         1,469         47         53         74         *   

Available-for-sale securities

         51,937         51,509         44,721         39,468         43,042         .8   

Loans held for sale

         7,156         8,371         4,772         3,210         4,819         (14.5

Loans

         209,835         197,061         194,755         184,955         153,827         6.5   

Less allowance for loan losses

           (4,753      (5,310      (5,079      (3,514      (2,058      (10.5

Net loans

         205,082         191,751         189,676         181,441         151,769         7.0   

Other assets

           43,108         40,199         35,754         34,881         29,027         7.2   

Total assets

         $ 340,122       $ 307,786       $ 281,176       $ 265,912       $ 237,615         10.5

Liabilities and Shareholders' Equity

                     
Deposits                      

Noninterest-bearing

       $ 68,579       $ 45,314       $ 38,186       $ 37,494       $ 33,334         51.3

Interest-bearing

           162,306         158,938         145,056         121,856         98,111         2.1   

Total deposits

         230,885         204,252         183,242         159,350         131,445         13.0   
Short-term borrowings          30,468         32,557         31,312         33,983         32,370         (6.4
Long-term debt          31,953         31,537         32,580         38,359         43,440         1.3   

Other liabilities

           11,755         9,118         7,381         7,187         8,534         28.9   

Total liabilities

         305,061         277,464         254,515         238,879         215,789         9.9   

Total U.S. Bancorp shareholders' equity

         34,068         29,519         25,963         26,300         21,046         15.4   

Noncontrolling interests

           993         803         698         733         780         23.7   

Total equity

           35,061         30,322         26,661         27,033         21,826         15.6   

Total liabilities and equity

         $ 340,122       $ 307,786       $ 281,176       $ 265,912       $ 237,615         10.5

 

* Not meaningful

 

128   U.S. BANCORP


U.S. Bancorp

Consolidated Statement of Income — Five-Year Summary (Unaudited)

 

Year Ended December 31 (Dollars in Millions)   2011      2010      2009      2008      2007     

% Change

2011 v 2010

 

Interest Income

                

Loans

  $ 10,370       $ 10,145       $ 9,564       $ 10,051       $ 10,627         2.2

Loans held for sale

    200         246         277         227         277         (18.7

Investment securities

    1,820         1,601         1,606         1,984         2,095         13.7   

Other interest income

    249         166         91         156         137         50.0   

Total interest income

    12,639         12,158         11,538         12,418         13,136         4.0   

Interest Expense

                

Deposits

    840         928         1,202         1,881         2,754         (9.5

Short-term borrowings

    531         548         539         1,066         1,433         (3.1

Long-term debt

    1,145         1,103         1,279         1,739         2,260         3.8   

Total interest expense

    2,516         2,579         3,020         4,686         6,447         (2.4

Net interest income

    10,123         9,579         8,518         7,732         6,689         5.7   

Provision for credit losses

    2,343         4,356         5,557         3,096         792         (46.2

Net interest income after provision for credit losses

    7,780         5,223         2,961         4,636         5,897         49.0   

Noninterest Income

                

Credit and debit card revenue

    1,073         1,091         1,055         1,039         958         (1.6

Corporate payment products revenue

    734         710         669         671         638         3.4   

Merchant processing services

    1,355         1,253         1,148         1,151         1,108         8.1   

ATM processing services

    452         423         410         366         327         6.9   

Trust and investment management fees

    1,000         1,080         1,168         1,314         1,339         (7.4

Deposit service charges

    659         710         970         1,081         1,077         (7.2

Treasury management fees

    551         555         552         517         472         (.7

Commercial products revenue

    841         771         615         492         433         9.1   

Mortgage banking revenue

    986         1,003         1,035         270         259         (1.7

Investment products fees and commissions

    129         111         109         147         146         16.2   

Securities gains (losses), net

    (31      (78      (451      (978      15         60.3   

Other

    1,011         731         672         741         524         38.3   

Total noninterest income

    8,760         8,360         7,952         6,811         7,296         4.8   

Noninterest Expense

                

Compensation

    4,041         3,779         3,135         3,039         2,640         6.9   

Employee benefits

    845         694         574         515         494         21.8   

Net occupancy and equipment

    999         919         836         781         738         8.7   

Professional services

    383         306         255         240         233         25.2   

Marketing and business development

    369         360         378         310         260         2.5   

Technology and communications

    758         744         673         598         561         1.9   

Postage, printing and supplies

    303         301         288         294         283         .7   

Other intangibles

    299         367         387         355         376         (18.5

Other

    1,914         1,913         1,755         1,216         1,322         .1   

Total noninterest expense

    9,911         9,383         8,281         7,348         6,907         5.6   

Income before income taxes

    6,629         4,200         2,632         4,099         6,286         57.8   

Applicable income taxes

    1,841         935         395         1,087         1,883         96.9   

Net income

    4,788         3,265         2,237         3,012         4,403         46.6   

Net (income) loss attributable to noncontrolling interests

    84         52         (32      (66      (79      61.5   

Net income attributable to U.S. Bancorp

  $ 4,872       $ 3,317       $ 2,205       $ 2,946       $ 4,324         46.9   

Net income applicable to U.S. Bancorp common shareholders

  $ 4,721       $ 3,332       $ 1,803       $ 2,819       $ 4,258         41.7   

 

U.S. BANCORP     129   


U.S. Bancorp

Quarterly Consolidated Financial Data (Unaudited)

 

    2011              2010  
(Dollars in Millions, Except Per Share
Data)
 

First

Quarter

    

Second

Quarter

    

Third

Quarter

    

Fourth

Quarter

            

First

Quarter

    

Second

Quarter

    

Third

Quarter

    

Fourth

Quarter

 
 

Interest Income

                            

Loans

  $ 2,552       $ 2,563       $ 2,621       $ 2,634             $ 2,505       $ 2,515       $ 2,560       $ 2,565   

Loans held for sale

    63         34         42         61               44         47         71         84   

Investment securities

    428         459         470         463               410         394         400         397   

Other interest income

    57         63         67         62               34         39         46         47   

Total interest income

    3,100         3,119         3,200         3,220               2,993         2,995         3,077         3,093   
 

Interest Expense

                            

Deposits

    234         210         202         194               236         229         231         232   

Short-term borrowings

    133         131         143         124               128         137         149         134   

Long-term debt

    281         290         289         285               277         272         273         281   

Total interest expense

    648         631         634         603               641         638         653         647   

Net interest income

    2,452         2,488         2,566         2,617               2,352         2,357         2,424         2,446   

Provision for credit losses

    755         572         519         497               1,310         1,139         995         912   

Net interest income after provision for credit losses

    1,697         1,916         2,047         2,120               1,042         1,218         1,429         1,534   
 

Noninterest Income

                            

Credit and debit card revenue

    267         286         289         231               258         266         274         293   

Corporate payment products revenue

    175         185         203         171               168         178         191         173   

Merchant processing services

    301         338         338         378               292         320         318         323   

ATM processing services

    112         114         115         111               105         108         105         105   

Trust and investment management fees

    256         258         241         245               264         267         267         282   

Deposit service charges

    143         162         183         171               207         199         160         144   

Treasury management fees

    137         144         137         133               137         145         139         134   

Commercial products revenue

    191         218         212         220               161         205         197         208   

Mortgage banking revenue

    199         239         245         303               200         243         310         250   

Investment products fees and commissions

    32         35         31         31               25         30         27         29   

Securities gains (losses), net

    (5      (8      (9      (9            (34      (21      (9      (14

Other

    204         175         186         446               135         170         131         295   

Total noninterest income

    2,012         2,146         2,171         2,431               1,918         2,110         2,110         2,222   
 

Noninterest Expense

                            

Compensation

    959         1,004         1,021         1,057               861         946         973         999   

Employee benefits

    230         210         203         202               180         172         171         171   

Net occupancy and equipment

    249         249         252         249               227         226         229         237   

Professional services

    70         82         100         131               58         73         78         97   

Marketing and business development

    65         90         102         112               60         86         108         106   

Technology and communications

    185         189         189         195               185         186         186         187   

Postage, printing and supplies

    74         76         76         77               74         75         74         78   

Other intangibles

    75         75         75         74               97         91         90         89   

Other

    407         450         458         599               394         522         476         521   

Total noninterest expense

    2,314         2,425         2,476         2,696               2,136         2,377         2,385         2,485   

Income before income taxes

    1,395         1,637         1,742         1,855               824         951         1,154         1,271   

Applicable income taxes

    366         458         490         527               161         199         260         315   

Net income

    1,029         1,179         1,252         1,328               663         752         894         956   

Net (income) loss attributable to noncontrolling interests

    17         24         21         22               6         14         14         18   

Net income attributable to U.S. Bancorp

  $ 1,046       $ 1,203       $ 1,273       $ 1,350             $ 669       $ 766       $ 908       $ 974   

Net income applicable to U.S. Bancorp common shareholders

  $ 1,003       $ 1,167       $ 1,237       $ 1,314             $ 648       $ 862       $ 871       $ 951   

Earnings per common share

  $ .52       $ .61       $ .65       $ .69             $ .34       $ .45       $ .46       $ .50   

Diluted earnings per common share

  $ .52       $ .60       $ .64       $ .69             $ .34       $ .45       $ .45       $ .49   

 

130   U.S. BANCORP


U.S. Bancorp

Supplemental Financial Data (Unaudited)

 

Earnings Per Common Share Summary

  2011      2010      2009      2008      2007  

Earnings per common share

    $2.47         $1.74         $  .97         $  1.62         $  2.45   

Diluted earnings per common share

    2.46         1.73         .97         1.61         2.42   

Dividends declared per common share

    .500         .200         .200         1.700         1.625   
Ratios                                            

Return on average assets

    1.53      1.16      .82      1.21      1.93

Return on average common equity

    15.8         12.7         8.2         13.9         21.3   

Average total U.S. Bancorp shareholders' equity to average assets

    10.1         9.8         9.8         9.2         9.4   

Dividends per common share to net income per common share

    20.2         11.5         20.6         104.9         66.3   
Other Statistics (Dollars and Shares in Millions)                                            

Common shares outstanding (a)

    1,910         1,921         1,913         1,755         1,728   

Average common shares outstanding and common stock equivalents

             

Earnings per common share

    1,914         1,912         1,851         1,742         1,735   

Diluted earnings per common share

    1,923         1,921         1,859         1,756         1,756   

Number of shareholders (b)

    52,677         55,371         58,610         61,611         63,837   

Common dividends declared

  $      961       $      385       $      375       $   2,971       $   2,813   

 

(a) Defined as total common shares less common stock held in treasury at December 31.
(b) Based on number of common stock shareholders of record at December 31.

Stock Price Range and Dividends

 

    2011      2010  
    Sales Price                        Sales Price           
      High        Low       

Closing

Price

      

Dividends

Declared

              High        Low       

Closing

Price

      

Dividends

Declared

 

First quarter

  $ 28.94         $ 25.65         $ 26.43         $ .125              $ 26.84         $ 22.53         $ 25.88         $ .050   

Second quarter

    27.05           23.66           25.51           .125                28.43           22.06           22.35           .050   

Third quarter

    27.17           20.10           23.54           .125                24.56           20.44           21.62           .050   

Fourth quarter

    27.58           21.84           27.05           .125                27.30           21.58           26.97           .050   

The common stock of U.S. Bancorp is traded on the New York Stock Exchange, under the ticker symbol "USB." At January 31, 2012, there were 52,466 holders of record of the Company's common stock.

Stock Performance Chart

 

The following chart compares the cumulative total shareholder return on the Company's common stock during the five years ended December 31, 2011, with the cumulative total return on the Standard & Poor's 500 Index and the KBW Bank Index. The comparison assumes $100 was invested on December 31, 2006, in the Company's common stock and in each of the foregoing indices and assumes the reinvestment of all dividends. The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future performance of the Company’s common stock.   LOGO

 

U.S. BANCORP     131   


U.S. Bancorp

Consolidated Daily Average Balance Sheet and Related Yields and Rates (a) (Unaudited)

 

    2011      2010       

Year Ended December 31 (Dollars in Millions)

  Average
Balances
     Interest        Yields
and Rates
             Average
Balances
     Interest        Yields
and Rates
              

Assets

                                 

Investment securities

  $ 63,645       $ 1,980           3.11          $ 47,763       $ 1,763           3.69       

Loans held for sale

    4,873         200           4.10               5,616         246           4.37          

Loans (b)

                                 

Commercial

    51,616         2,071           4.01               47,028         1,977           4.20          

Commercial real estate

    35,514         1,622           4.57               34,269         1,530           4.46          

Residential mortgages

    33,711         1,632           4.84               27,704         1,436           5.18          

Credit card

    16,084         1,538           9.56               16,403         1,516           9.25          

Other retail

    48,199         2,649           5.50               47,686         2,756           5.78          

Total loans, excluding covered loans

    185,124         9,512           5.14               173,090         9,215           5.32          

Covered loans

    16,303         928           5.69               19,932         985           4.94          

Total loans

    201,427         10,440           5.18               193,022         10,200           5.28          

Other earning assets

    13,345         250           1.87               5,641         166           2.94          

Total earning assets

    283,290         12,870           4.54               252,042         12,375           4.91          

Allowance for loan losses

    (5,192                    (5,399               

Unrealized gain (loss) on available-for-sale securities

    227                       94                  

Other assets

    39,939                       39,124                  

Total assets

  $ 318,264                     $ 285,861                  
   

Liabilities and Shareholders' Equity

                                 

Noninterest-bearing deposits

  $ 53,856                     $ 40,162                  

Interest-bearing deposits

                                 

Interest checking

    42,827         65           .15               40,184         77           .19          

Money market savings

    45,119         76           .17               39,679         132           .33          

Savings accounts

    26,654         112           .42               20,903         121           .58          

Time certificates of deposit less than $100,000

    15,237         290           1.91               16,628         303           1.82          

Time deposits greater than $100,000

    29,466         297           1.01               27,165         295           1.08          

Total interest-bearing deposits

    159,303         840           .53               144,559         928           .64          

Short-term borrowings

    30,703         537           1.75               33,719         556           1.65          

Long-term debt

    31,684         1,145           3.61               30,835         1,103           3.58          

Total interest-bearing liabilities

    221,690         2,522           1.14               209,113         2,587           1.24          

Other liabilities

    9,602                       7,787                  

Shareholders' equity

                                 

Preferred equity

    2,414                       1,742                  

Common equity

    29,786                       26,307                  

Total U.S. Bancorp shareholders' equity

    32,200                       28,049                  

Noncontrolling interests

    916                       750                  

Total equity

    33,116                       28,799                  

Total liabilities and equity

  $ 318,264                     $ 285,861                  

Net interest income

     $ 10,348                     $ 9,788               

Gross interest margin

            3.40                    3.67       

Gross interest margin without taxable-equivalent increments

            3.32                       3.59          

Percent of Earning Assets

                                 

Interest income

            4.54                    4.91       

Interest expense

            .89                       1.03          

Net interest margin

            3.65                    3.88       

Net interest margin without taxable-equivalent increments

                        3.57                                3.80         

 

* Not meaningful
(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Interest income and rates on loans include loan fees. Nonaccrual loans are included in average loan balances.

 

132   U.S. BANCORP


 

       2009    2008            2007            2011 v 2010        
       Average
Balances
    Interest      Yields
and Rates
           Average
Balances
    Interest      Yields
and Rates
           Average
Balances
    Interest      Yields
and Rates
           % Change
Average
Balances
       
                                        
   $ 42,809      $ 1,770         4.13        $ 42,850      $ 2,160         5.04        $ 41,313      $ 2,239         5.42          33.3  
     5,820        277         4.76             3,914        227         5.80             4,298        277         6.44             (13.2  
                                        
     52,827        2,074         3.93             54,307        2,702         4.98             47,812        3,143         6.57             9.8     
     33,751        1,453         4.30             31,110        1,771         5.69             28,592        2,079         7.27             3.6     
     24,481        1,380         5.64             23,257        1,419         6.10             22,085        1,354         6.13             21.7     
     14,937        1,363         9.12             11,954        1,284         10.74             9,574        1,203         12.57             (1.9  
     47,086        2,762         5.87             43,616        2,850         6.53             39,285        2,877         7.32             1.1     
     173,082        9,032         5.22             164,244        10,026         6.10             147,348        10,656         7.23             7.0     
     12,723        578         4.54             1,308        61         4.68                                        (18.2  
     185,805        9,610         5.17             165,552        10,087         6.09             147,348        10,656         7.23             4.4     
     2,853        91         3.20             2,730        156         5.71             1,724        137         7.95             *     
     237,287        11,748         4.95             215,046        12,630         5.87             194,683        13,309         6.84             12.4     
     (4,451               (2,527               (2,042               3.8     
     (1,594               (2,068               (874               *     
     37,118                  33,949                  31,854                  2.1     
   $ 268,360                $ 244,400                $ 223,621                  11.3     
                                        
   $ 37,856                $ 28,739                $ 27,364                  34.1     
                                        
     36,866        78         .21             31,137        251         .81             26,117        351         1.34             6.6     
     31,795        145         .46             26,300        330         1.25             25,332        651         2.57             13.7     
     13,109        71         .54             5,929        20         .34             5,306        19         .35             27.5     
  

 

17,879

  

    461         2.58             13,583        472         3.47             14,654        644         4.40             (8.4  
     30,296        447         1.48             30,496        808         2.65             22,302        1,089         4.88             8.5     
     129,945        1,202         .93             107,445        1,881         1.75             93,711        2,754         2.94             10.2     
     29,149        551         1.89             38,237        1,144         2.99             28,925        1,531         5.29             (8.9  
     36,520        1,279         3.50             39,250        1,739         4.43             44,560        2,260         5.07             2.8     
     195,614        3,032         1.55             184,932        4,764         2.58             167,196        6,545         3.91             6.0     
     7,869                  7,405                  7,352                  23.3     
                                        
     4,445                  2,246                  1,000                  38.6     
     21,862                  20,324                  19,997                  13.2     
  

 

26,307

  

              22,570                  20,997                  14.8     
     714                  754                  712                  22.1     
     27,021                  23,324                  21,709                  15.0     
   $ 268,360                $ 244,400                $ 223,621                  11.3    
     $ 8,716                $ 7,866                $ 6,764               
          3.40               3.29               2.93         
       

 

3.32

  

              3.23                  2.89            
                                        
          4.95               5.87               6.84         
          1.28                  2.21                  3.37            
          3.67               3.66               3.47         
                     

 

3.59

                          3.60                           3.43         

 

U.S. BANCORP     133   


 

Company Information

 

General Business Description U.S. Bancorp is a multi-state financial services holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp was incorporated in Delaware in 1929 and operates as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. U.S. Bancorp provides a full range of financial services, including lending and depository services, cash management, foreign exchange 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. Bancorp’s banking subsidiaries are engaged in the general banking business, principally in domestic markets. The subsidiaries range in size from $53 million to $236 billion in deposits and provide 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 focusing on specific targeted industries. Lending services include traditional credit products as well as credit card services, leasing financing and import/export trade, asset-backed lending, agricultural finance and other products. Depository services include checking accounts, savings accounts and time certificate contracts. Ancillary services such as foreign exchange, treasury management and receivable lock-box collection are provided to corporate 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.

U.S. Bancorp’s non-banking subsidiaries primarily offer investment and insurance products to the Company’s customers principally within its markets, and mutual fund processing services to a broad range of mutual funds.

Banking and investment services are provided through a network of 3,085 banking offices principally operating in the Midwest and West regions of the United States. The Company operates a network of 5,053 ATMs and provides 24-hour, seven day a week telephone customer service. Mortgage banking services are provided through banking offices and loan production offices throughout the Company’s markets. Consumer lending products may be originated through banking offices, indirect correspondents, brokers or other lending sources, and a consumer finance division. The Company is also one of the largest providers of Visa ® corporate and purchasing card services and corporate trust services in the United States. A wholly-owned subsidiary, Elavon, Inc. (“Elavon”), provides merchant processing services directly to merchants and through a network of banking affiliations. Affiliates of Elavon provide similar merchant services in Canada, Mexico, Brazil and segments of Europe. The Company also provides trust services in Europe. These foreign operations are not significant to the Company.

On a full-time equivalent basis, as of December 31, 2011, U.S. Bancorp employed 62,529 people.

Risk Factors The following factors may adversely affect the Company’s business, financial results or stock price.

Industry Risk Factors

Difficult business and economic conditions may continue to adversely affect the financial services industry The Company’s business activities and earnings are affected by general business conditions in the United States and abroad. Although, the domestic and global economies generally have increasingly stabilized from the dramatic downturn experienced in 2008 and 2009, and the financial markets have generally improved, business activities across a range of industries continue to face serious difficulties due to the lack of consumer spending and the lack of liquidity in the global credit markets. Heightened credit levels have further increased these difficulties. A continuation or worsening of current financial market conditions could materially and adversely affect the Company’s business, financial condition, results of operations, access to credit or the trading price of the Company’s common stock. Additionally, certain European countries have experienced credit deterioration primarily due to excessive debt levels, poor economic conditions, and fiscal disorder. Deterioration in economic conditions in Europe could slow the recovery of the domestic economy or negatively impact the Company’s borrowers or other counterparties that have direct or indirect exposure to Europe. Further, dramatic declines in the housing and commercial real estate markets over the past several years, with falling real estate prices, increasing foreclosures and high unemployment, continue to negatively impact the credit performance of real estate related loans and have resulted in, and may continue to result in, significant write-downs of asset values by the Company and other financial institutions. These write-downs have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Additional negative market developments may further erode consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates. As was the case in 2008 and 2009, such developments could increase the Company’s charge-offs and

 

134   U.S. BANCORP


provision for credit losses. Continuing economic deterioration that affects household or corporate incomes could also result in reduced demand for credit or fee-based products and services. A worsening of these conditions would likely exacerbate the lingering effects of the difficult market conditions experienced by the Company and others in the financial services industry.

Recently passed and proposed legislation and rulemaking may adversely affect the Company The United States government and the Company’s regulators have recently passed and proposed legislation and rules that impact the Company, and the Company expects to continue to face increased regulation. These laws and regulations may affect the manner in which the Company does business and the products and services that it provides, affect or restrict the Company’s ability to compete in its current businesses or its ability to enter into or acquire new businesses, reduce or limit the Company’s revenue or impose additional fees, assessments or taxes on the Company, intensify the regulatory supervision of the Company and the financial services industry, and adversely affect the Company’s business operations or have other negative consequences.

The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law in 2010 and mandates the most wide-ranging overhaul of financial industry regulation in decades. This legislation, among other things, establishes a Consumer Financial Protection Bureau with broad authority to administer and enforce a new federal regulatory framework of consumer financial regulation, changes the base for deposit insurance assessments, introduces regulatory rate-setting for interchange fees charged to merchants for debit card transactions, enhances the regulation of consumer mortgage banking, limits the pre-emption of state laws applicable to national banks, and excludes certain instruments currently included in determining the Company’s Tier 1 regulatory capital ratio. Many of the legislation’s provisions have extended implementation periods and delayed effective dates and will require rulemaking by various regulatory agencies. Accordingly, the Company cannot currently quantify the ultimate impact of this legislation and the related future rulemaking, but expects that the legislation will have a detrimental impact on revenues and expenses, require the Company to change certain of its business practices, intensify the regulatory supervision of the Company and the financial services industry, increase the Company’s capital requirements and impose additional assessments and costs on the Company, and otherwise adversely affect the Company’s business.

Other changes in the laws, regulations and policies governing financial services companies could alter the Company’s business environment and adversely affect operations The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States. Its fiscal and monetary policies determine in a large part the Company’s cost of funds for lending and investing and the return that can be earned on those loans and investments, both of which affect the Company’s net interest margin. Federal Reserve Board policies can also materially affect the value of financial instruments that the Company holds, such as debt securities, certain mortgage loans held for sale and mortgage servicing rights (“MSRs”). Its policies also can affect the Company’s borrowers, potentially increasing the risk that they may fail to repay their loans or satisfy their obligations to the Company. Changes in policies of the Federal Reserve Board are beyond the Company’s control and the impact of changes in those policies on the Company’s activities and results of operations can be difficult to predict.

The Company and its bank subsidiaries are heavily regulated at the federal and state levels. This regulation is to protect depositors, federal deposit insurance funds and the banking system as a whole. Congress and state legislatures and federal and state agencies continually review banking laws, regulations and policies for possible changes. Changes in statutes, regulations or policies could affect the Company in substantial and unpredictable ways, including limiting the types of financial services and products that the Company offers and/or increasing the ability of non-banks to offer competing financial services and products. The Company cannot predict whether any of this potential legislation will be enacted, and if enacted, the effect that it or any regulations would have on the Company’s financial condition or results of operations.

The Company’s lending businesses and the value of the loans and debt securities it holds may be adversely affected by economic conditions, including a reversal or slowing of the current moderate recovery. Downward valuation of debt securities could also negatively impact the Company’s capital position Given the high percentage of the Company’s assets represented directly or indirectly by loans, and the importance of lending to its overall business, weak economic conditions are likely to have a negative impact on the Company’s business and results of operations. This could adversely impact loan utilization rates as well as delinquencies, defaults and customer ability to meet obligations under the loans. This is particularly the case during the period in which the aftermath of recessionary conditions continues and the positive effects of economic recovery appear to be slow to materialize and unevenly spread among the Company’s customers.

Further, weak economic conditions would likely have a negative impact on the Company’s business, its ability to serve its customers, and its results of operations. Such conditions are likely to lead to increases in the number of borrowers who become delinquent or default or otherwise demonstrate a decreased ability to meet their obligations under their loans. This

 

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would result in higher levels of nonperforming loans, net charge-offs, provision for credit losses and valuation adjustments on loans held for sale. The value to the Company of other assets such as investment securities, most of which are debt securities or other financial instruments supported by loans, similarly would be negatively impacted by widespread decreases in credit quality resulting from a weakening of the economy.

The Company could experience an unexpected inability to obtain needed liquidity The Company’s liquidity could be constrained by an unexpected inability to access the capital markets due to a variety of market dislocations or interruptions. If the Company is unable to meet its funding needs on a timely basis, its business would be adversely affected. The Company’s credit rating is important to its liquidity. A reduction in the Company’s credit rating could adversely affect its liquidity and competitive position, increase its funding costs or limit its access to the capital markets.

Loss of customer deposits could increase the Company’s funding costs The Company relies on bank deposits to be a low cost and stable source of funding. The Company competes with banks and other financial services companies for deposits. If the Company’s competitors raise the rates they pay on deposits, the Company’s funding costs may increase, either because the Company raises its rates to avoid losing deposits or because the Company loses deposits and must rely on more expensive sources of funding. Higher funding costs reduce the Company’s net interest margin and net interest income. In addition, the Company’s bank customers could take their money out of the bank and put it in alternative investments. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. When customers move money out of bank deposits and into other investments, the Company may lose a relatively low cost source of funds, increasing the Company’s funding costs and reducing the Company’s net interest income.

The soundness of other financial institutions could adversely affect the Company The Company’s ability to engage in routine funding or settlement transactions could be adversely affected by the actions and commercial soundness of other domestic or foreign financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. The Company has exposure to many different counterparties, and the Company routinely executes and settles transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to losses or defaults by the Company or by other institutions and impact the Company’s predominately United States-based businesses or the less significant merchant processing and trust businesses it operates in foreign countries. Many of these transactions expose the Company to credit risk in the event of default of the Company’s counterparty or client. In addition, the Company’s credit risk may be further increased when the collateral held by the Company cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due the Company. There is no assurance that any such losses would not materially and adversely affect the Company’s results of operations.

The financial services industry is highly competitive, and competitive pressures could intensify and adversely affect the Company’s financial results The Company operates in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, as well as continued industry consolidation which may increase in connection with current economic and market conditions. This consolidation may produce larger, better-capitalized and more geographically diverse companies that are capable of offering a wider array of financial products and services at more competitive prices. The Company competes with other commercial banks, savings and loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions, investment companies, credit card companies, and a variety of other financial services and advisory companies. In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks. Many of the Company’s competitors have fewer regulatory constraints, and some have lower cost structures. Also, the potential need to adapt to industry changes in information technology systems, on which the Company and financial services industry are highly dependent, could present operational issues and require capital spending.

The Company continually encounters technological change The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Company’s future success depends, in part, upon its ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with

 

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technological change affecting the financial services industry could negatively affect the Company’s revenue and profit.

Improvements in economic indicators disproportionately affecting the financial services industry may lag improvements in the general economy Should the stabilization of the U.S. economy continue, the improvement of certain economic indicators, such as unemployment and real estate asset values and rents, may nevertheless continue to lag behind the overall economy. These economic indicators typically affect certain industries, such as real estate and financial services, more significantly. Furthermore, financial services companies with a substantial lending business, like the Company’s, are dependent upon the ability of their borrowers to make debt service payments on loans. Should unemployment or real estate asset values fail to recover for an extended period of time, the Company could be adversely affected.

Changes in consumer use of banks and changes in consumer spending and saving habits could adversely affect the Company’s financial results Technology and other changes now allow many consumers to complete financial transactions without using banks. For example, consumers can pay bills and transfer funds directly without going through a bank. This process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and income generated from those deposits. In addition, changes in consumer spending and saving habits could adversely affect the Company’s operations, and the Company may be unable to timely develop competitive new products and services in response to these changes that are accepted by new and existing customers.

Changes in interest rates could reduce the Company’s net interest income The operations of financial institutions such as the Company are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. An institution’s net interest income is significantly affected by market rates of interest, which in turn are affected by prevailing economic conditions, by the fiscal and monetary policies of the federal government and by the policies of various regulatory agencies. Like all financial institutions, the Company’s balance sheet is affected by fluctuations in interest rates. Volatility in interest rates can also result in the flow of funds away from financial institutions into direct investments. Direct investments, such as U.S. Government and corporate securities and other investment vehicles (including mutual funds) generally pay higher rates of return than financial institutions, because of the absence of federal insurance premiums and reserve requirements.

Company Risk Factors

The Company’s allowance for loan losses may not cover actual losses When the Company loans money, or commits to loan money, it incurs credit risk, or the risk of losses if its borrowers do not repay their loans. Like all financial institutions, the Company reserves for credit losses by establishing an allowance through a charge to earnings to provide for loan defaults and non-performance. The amount of the Company’s allowance for loan losses is based on its historical loss experience as well as an evaluation of the risks associated with its loan portfolio, including the size and composition of the loan portfolio, current economic conditions and geographic concentrations within the portfolio. The stress on the United States economy and the local economies in which the Company does business may be greater or last longer than expected, resulting in, among other things, greater than expected deterioration in credit quality of the loan portfolio, or in the value of collateral securing those loans. In addition, the process the Company uses to estimate losses inherent in its credit exposure requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of its borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process. The Company also makes loans to borrowers where it does not have or service the loan with the first lien on the property securing its loan. For loans in a junior lien position, the Company may not have access to information on the position or performance of the first lien when it is held and serviced by a third party and this may adversely affect the accuracy of the loss estimates for loans of these types. Increases in the Company’s allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect its financial results.

The Company may suffer increased losses in its loan portfolio despite its underwriting practices The Company seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. These practices generally include: analysis of a borrower’s credit history, financial statements, tax returns and cash flow projections; valuation of collateral based on reports of independent appraisers; and verification of liquid assets. Although the Company believes that its underwriting criteria are, and historically have been, appropriate for the various kinds of loans it makes, the Company has already incurred high levels of losses on loans that have met these criteria, and may continue to experience higher than expected losses depending on economic factors and consumer behavior. In addition, the Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches it uses to select, manage, and underwrite its customers become less predictive of future behaviors. Finally, the Company may have higher credit risk, or

 

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experience higher credit losses, to the extent its loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral. For example, the Company’s credit risk and credit losses can increase if borrowers who engage in similar activities are uniquely or disproportionately affected by economic or market conditions, or by regulation, such as regulation related to climate change. Continued deterioration in economic conditions or real estate values in states or regions where the Company has relatively larger concentrations of residential or commercial real estate could result in significantly higher credit costs. For example, at December 31, 2011, 21.3 percent of the Company’s commercial real estate loans and 11.7 percent of its residential mortgages were secured by collateral in California. Continued deterioration in real estate values and underlying economic conditions in California could result in significantly higher credit losses to the Company.

The Company faces increased risk arising out of its mortgage lending and servicing businesses During 2011, the Company and its two primary banking subsidiaries, entered into consent orders with various regulatory authorities as a result of an interagency horizontal review of the foreclosure practices of the 14 largest mortgage servicers in the United States. The consent orders mandated certain changes to the Company’s mortgage servicing and foreclosure processes. The Company has made significant progress in complying with the consent orders. In addition to the interagency examination by U.S. federal banking regulators, the Company has received inquiries from other governmental, legislative and regulatory authorities on this topic, has cooperated, and continues to cooperate, with these inquiries. These inquiries may lead to other administrative, civil or criminal proceedings, possibly resulting in remedies including fines, penalties, restitution, or alterations in the Company’s business practices. Additionally, reputational damage arising from the consent orders or from other inquiries and industry-wide publicity could also have an adverse effect upon the Company’s existing mortgage business and could reduce future business opportunities.

In addition to governmental or regulatory investigations, the Company, like other companies with residential mortgage origination and servicing operations, faces the risk of class actions and other litigation arising out of these operations. The Company has reserved for these matters, but the ultimate resolution could exceed those reserves.

Changes in interest rates can reduce the value of the Company’s mortgage servicing rights and mortgages held for sale, and can make its mortgage banking revenue volatile from quarter to quarter, which can reduce its earnings The Company has a portfolio of MSRs, which is the right to service a mortgage loan–collect principal, interest and escrow amounts–for a fee. The Company initially carries its MSRs using a fair value measurement of the present value of the estimated future net servicing income, which includes assumptions about the likelihood of prepayment by borrowers. Changes in interest rates can affect prepayment assumptions and thus fair value. As interest rates fall, prepayments tend to increase as borrowers refinance, and the fair value of MSR’s can decrease, which in turn reduces the Company’s earnings.

An increase in interest rates tends to lead to a decrease in demand for mortgage loans, reducing the Company’s income from loan originations. Although revenue from the Company’s MSRs may increase at the same time through increases in fair value, this offsetting revenue effect, or “natural hedge,” is not perfectly correlated in amount or timing. The Company typically uses derivatives and other instruments to hedge its mortgage banking interest rate risk, but this hedging activity may not always be successful. The Company could incur significant losses from its hedging activities, and there may be periods where it elects not to hedge its mortgage banking interest rate risk. As a result of these factors, mortgage banking revenue can experience significant volatility.

Maintaining or increasing the Company’s market share may depend on lowering prices and market acceptance of new products and services The Company’s success depends, in part, on its ability to adapt its products and services to evolving industry standards. There is increasing pressure to provide products and services at lower prices. Lower prices can reduce the Company’s net interest margin and revenues from its fee-based products and services. In addition, the widespread adoption of new technologies, including internet services, could require the Company to make substantial expenditures to modify or adapt the Company’s existing products and services. Also, these and other capital investments in the Company’s businesses may not produce expected growth in earnings anticipated at the time of the expenditure. The Company might not be successful in introducing new products and services, achieving market acceptance of its products and services, or developing and maintaining loyal customers.

The Company relies on its employees, systems and certain counterparties, and certain failures could materially adversely affect its operations The Company operates in many different businesses in diverse markets and relies on the ability of its employees and systems to process a

 

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high number of transactions. Operational risk is the risk of loss resulting from the Company’s operations, including, but not limited to, the risk of fraud by employees or persons outside of the Company, unauthorized access to its computer systems, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of the internal control system and compliance requirements and business continuation and disaster recovery. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Third parties with which the Company does business could also be sources of operational risk to the Company, including risks relating to breakdowns or failures of those parties’ systems or employees. In the event of a breakdown in the internal control system, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation.

If personal, confidential or proprietary information of customers or clients in the Company’s possession were to be mishandled or misused, the Company could suffer significant regulatory consequences, reputational damage and financial loss. This mishandling or misuse could include, for example, if the information were erroneously provided to parties who are not permitted to have the information, either by fault of the Company’s systems, employees, or counterparties, or where the information is intercepted or otherwise inappropriately taken by third parties.

The change in residual value of leased assets may have an adverse impact on the Company’s financial results The Company engages in leasing activities and is subject to the risk that the residual value of the property under lease will be less than the Company’s recorded asset value. Adverse changes in the residual value of leased assets can have a negative impact on the Company’s financial results. The risk of changes in the realized value of the leased assets compared to recorded residual values depends on many factors outside of the Company’s control, including supply and demand for the assets, condition of the assets at the end of the lease term, and other economic factors.

Negative publicity could damage the Company’s reputation and adversely impact its business and financial results Reputation risk, or the risk to the Company’s business, earnings and capital from negative publicity, is inherent in the Company’s business and increased substantially because of the financial crisis beginning in 2008. The reputation of the financial services industry in general has been damaged as a result of the financial crisis and other matters affecting the financial services industry, including mortgage foreclosure issues. Negative public opinion about the financial services industry generally or the Company specifically could adversely affect the Company’s ability to keep and attract customers, and expose the Company to litigation and regulatory action. Negative publicity can result from the Company’s actual or alleged conduct in any number of activities, including lending practices, mortgage servicing and foreclosure practices, corporate governance, regulatory compliance, mergers and acquisitions, and related disclosure, sharing or inadequate protection of customer information, and actions taken by government regulators and community organizations in response to that conduct. Because most of the Company’s businesses operate under the “U.S. Bank” brand, actual or alleged conduct by one business can result in negative publicity about other businesses the Company operates. Although the Company takes steps to minimize reputation risk in dealing with customers and other constituencies, the Company, as a large diversified financial services company with a high industry profile, is inherently exposed to this risk.

The Company’s reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates The Company’s accounting policies and methods are fundamental to how the Company records and reports its financial condition and results of operations. The Company’s management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with generally accepted accounting principles and reflect management’s judgment regarding the most appropriate manner to report the Company’s financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances, yet might result in the Company’s reporting materially different results than would have been reported under a different alternative.

Certain accounting policies are critical to presenting the Company’s financial condition and results. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include: the allowance for credit losses; estimations of fair value; the valuation of purchased loans and related indemnification assets; the valuation of MSRs; the valuation of goodwill and other intangible assets; and income taxes. Because of the uncertainty of estimates involved in these matters, the Company may be required to do one or more of the following: significantly increase the allowance for credit losses and/or sustain credit losses that are significantly higher than the reserve provided; recognize significant impairment on its goodwill and other intangible

 

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asset balances; or significantly increase its accrued taxes liability. For more information, refer to “Critical Accounting Policies” in this Annual Report.

Changes in accounting standards could materially impact the Company’s financial statements From time to time, the Financial Accounting Standards Board changes the financial accounting and reporting standards that govern the preparation of the Company’s financial statements. These changes can be hard to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the Company’s restating prior period financial statements.

Acquisitions may not produce revenue enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties and dilution to existing shareholders The Company regularly explores opportunities to acquire financial services businesses or assets and may also consider opportunities to acquire other banks or financial institutions. The Company cannot predict the number, size or timing of acquisitions.

There can be no assurance that the Company’s acquisitions will have the anticipated positive results, including results related to expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from the acquisition. Integration efforts could divert management’s attention and resources, which could adversely affect the Company’s operations or results. The integration could result in higher than expected deposit attrition (run-off), loss of key employees, disruption of the Company’s business or the business of the acquired company, or otherwise adversely affect the Company’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business combinations may be greater than expected.

The Company must generally receive federal regulatory approval before it can acquire a bank or bank holding company. The Company cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. The Company may be required to sell banks or branches as a condition to receiving regulatory approval.

Future acquisitions could be material to the Company and it may issue additional shares of stock to pay for those acquisitions, which would dilute current shareholders’ ownership interests.

If new laws were enacted that restrict the ability of the Company and its subsidiaries to share information about customers, the Company’s financial results could be negatively affected The Company’s business model depends on sharing information among the family of companies owned by U.S. Bancorp to better satisfy the Company’s customer needs. Laws that restrict the ability of the companies owned by U.S. Bancorp to share information about customers could negatively affect the Company’s revenue and profit.

The Company’s business could suffer if the Company fails to attract and retain skilled people The Company’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities the Company engages in can be intense. The Company may not be able to hire the best people or to keep them. Recent strong scrutiny of compensation practices has resulted and may continue to result in additional regulation and legislation in this area as well as additional legislative and regulatory initiatives, and there is no assurance that this will not cause increased turnover or impede the Company’s ability to retain and attract the highest caliber employees.

The Company relies on other companies to provide key components of the Company’s business infrastructure Third party vendors provide key components of the Company’s business infrastructure, such as internet connections, network access and mutual fund distribution. While the Company has selected these third party vendors carefully, it does not control their actions. Any problems caused by these third parties, including as a result of their not providing the Company their services for any reason or their performing their services poorly, could adversely affect the Company’s ability to deliver products and services to the Company’s customers and otherwise to conduct its business. Replacing these third party vendors could also entail significant delay and expense.

The Company has risk related to legal proceedings The Company is involved in judicial, regulatory and arbitration proceedings concerning matters arising from its business activities. The Company establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The Company may still incur legal costs for a matter even if it has not established a reserve. In addition, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of any pending or future legal proceeding, depending on the remedy sought and granted, could materially adversely affect the Company’s results of operations and financial condition.

 

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The Company is exposed to risk of environmental liability when it takes title to properties In the course of the Company’s business, the Company may foreclose on and take title to real estate. As a result, the Company could be subject to environmental liabilities with respect to these properties. The Company may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if the Company is the owner or former owner of a contaminated site, it may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If the Company becomes subject to significant environmental liabilities, its financial condition and results of operations could be adversely affected.

The Company’s business and financial performance could be adversely affected, directly or indirectly, by disasters, by terrorist activities or by international hostilities Neither the occurrence nor the potential impact of disasters, terrorist activities or international hostilities can be predicted. However, these occurrences could impact the Company directly (for example, by interrupting the Company’s systems, which could prevent the Company from obtaining deposits, originating loans and processing and controlling its flow of business, causing significant damage to the Company’s facilities or otherwise preventing the Company from conducting business in the ordinary course), or indirectly as a result of their impact on the Company’s borrowers, depositors, other customers, suppliers or other counterparties (for example, by damaging properties pledged as collateral for the Company’s loans or impairing the ability of certain borrowers to repay their loans). The Company could also suffer adverse consequences to the extent that disasters, terrorist activities or international hostilities affect the financial markets or the economy in general or in any particular region. These types of impacts could lead, for example, to an increase in delinquencies, bankruptcies or defaults that could result in the Company experiencing higher levels of nonperforming assets, net charge-offs and provisions for credit losses.

The Company’s ability to mitigate the adverse consequences of these occurrences is in part dependent on the quality of the Company’s resiliency planning, and the Company’s ability, if any, to anticipate the nature of any such event that occurs. The adverse impact of disasters, terrorist activities or international hostilities also could be increased to the extent that there is a lack of preparedness on the part of national or regional emergency responders or on the part of other organizations and businesses that the Company transacts with, particularly those that it depends upon, but has no control over. Additionally, the nature and level of natural disasters may be exacerbated by global climate change.

The Company’s information systems may experience interruptions or breaches in security The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions to its accounting, deposit, loan and other systems, and could adversely affect its customer relationships. While the Company has policies and procedures designed to prevent or limit the effect of these possible events, there can be no assurance that any such failure, interruption or security breach will not occur or, if any does occur, that it will be adequately addressed. The occurrence of any failure, interruption or security breach of the Company’s systems could damage its reputation, result in a loss of customer business, subject it to additional regulatory scrutiny, or expose it to civil litigation and possible financial liability.

The Company relies on dividends from its subsidiaries for its liquidity needs The Company is a separate and distinct legal entity from its bank subsidiaries and non-bank subsidiaries. The Company receives a significant portion of its cash from dividends paid by its subsidiaries. These dividends are the principal source of funds to pay dividends on the Company’s stock and interest and principal on its debt. Various federal and state laws and regulations limit the amount of dividends that its bank subsidiaries and certain of its non-bank subsidiaries may pay to the Company without regulatory approval. Also, the Company’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to prior claims of the subsidiary’s creditors, except to the extent that any of the Company’s claims as a creditor of that subsidiary may be recognized.

The Company has non-banking businesses that are subject to various risks and uncertainties The Company is a diversified financial services company, and the Company’s business model is based on a mix of businesses that provide a broad range of products and services delivered through multiple distribution channels. In addition to banking, the Company provides payment services, investments, mortgages and corporate and personal trust services. Although the Company believes its diversity helps lessen the effect of downturns in any one segment of its industry, it also means the Company’s earnings could be subject to various specific risks and uncertainties related to these non-banking businesses.

The Company’s stock price can be volatile The Company’s stock price can fluctuate widely in response to a variety of factors, including: actual or anticipated variations in the Company’s quarterly operating results; recommendations by securities analysts; significant acquisitions or business combinations; strategic partnerships, joint ventures or capital commitments by or involving the Company or the Company’s

 

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competitors; operating and stock price performance of other companies that investors deem comparable to the Company; new technology used or services offered by the Company’s competitors; news reports relating to trends, concerns and other issues in the financial services industry; and changes in government regulations. General market fluctuations, industry factors and general economic and political conditions and events, as well as interest rate changes, currency fluctuations, or unforeseen events such as terrorist attacks could cause the Company’s stock price to decrease regardless of the Company’s operating results.

 

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Executive Officers

 

Richard K. Davis

Mr. Davis is Chairman, President and Chief Executive Officer of U.S. Bancorp. Mr. Davis, 54, has served as Chairman of U.S. Bancorp since December 2007, Chief Executive Officer since December 2006 and President since October 2004. He also served as Chief Operating Officer from October 2004 until December 2006. Mr. Davis has held management positions with the Company since joining Star Banc Corporation, one of its predecessors, in 1993 as Executive Vice President.

Jennie P. Carlson

Ms. Carlson is Executive Vice President, Human Resources, of U.S. Bancorp. Ms. Carlson, 51, has served in this position since January 2002. Until that time, she served as Executive Vice President, Deputy General Counsel and Corporate Secretary of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. From 1995 until the merger, she was General Counsel and Secretary of Firstar Corporation and Star Banc Corporation.

Andrew Cecere

Mr. Cecere is Vice Chairman and Chief Financial Officer of U.S. Bancorp. Mr. Cecere, 51, has served in this position since February 2007. Until that time, he served as Vice Chairman, Wealth Management and Securities 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.

Terrance R. Dolan

Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan, 50, has served in this position since July 2010. 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.

Richard C. Hartnack

Mr. Hartnack is Vice Chairman, Consumer and Small Business Banking, of U.S. Bancorp. Mr. Hartnack, 66, has served in this position since April 2005, when he joined U.S. Bancorp. Prior to joining U.S. Bancorp, he served as Vice Chairman of Union Bank of California from 1991 to 2005 with responsibility for Community Banking and Investment Services.

Richard J. Hidy

Mr. Hidy is Executive Vice President and Chief Risk Officer of U.S. Bancorp. Mr. Hidy, 49, has served in this position since 2005. From 2003 until 2005, he served as Senior Vice President and Deputy General Counsel of U.S. Bancorp, having served as Senior Vice President and Associate General Counsel of U.S. Bancorp and Firstar Corporation since 1999.

Joseph C. Hoesley

Mr. Hoesley is Vice Chairman, Commercial Real Estate, of U.S. Bancorp. Mr. Hoesley, 57, has served in this position since June 2006. From June 2002 until June 2006, he served as Executive Vice President and National Group Head of Commercial Real Estate at U.S. Bancorp, having previously served as Senior Vice President and Group Head of Commercial Real Estate since joining U.S. Bancorp in 1992.

 

U.S. BANCORP     143   


Pamela A. Joseph

Ms. Joseph is Vice Chairman, Payment Services, of U.S. Bancorp. Ms. Joseph, 52, has served in this position since December 2004. Since November 2004, she has been Chairman and Chief Executive Officer of Elavon Inc., a wholly owned subsidiary of U.S. Bancorp. Prior to that time, she had been President and Chief Operating Officer of Elavon Inc. since February 2000.

Howell D. McCullough III

Mr. McCullough is Executive Vice President and Chief Strategy Officer of U.S. Bancorp and Head of U.S. Bancorp’s Enterprise Revenue Office. Mr. McCullough, 55, has served in these positions since September 2007. From July 2005 until September 2007, he served as Director of Strategy and Acquisitions of the Payment Services business of U.S. Bancorp. He also served as Chief Financial Officer of the Payment Services business from October 2006 until September 2007. From March 2001 until July 2005, he served as Senior Vice President and Director of Investor Relations at U.S. Bancorp.

Lee R. Mitau

Mr. Mitau is Executive Vice President and General Counsel of U.S. Bancorp. Mr. Mitau, 63, has served in this position since 1995. Mr. Mitau also serves as Corporate Secretary. Prior to 1995 he was a partner at the law firm of Dorsey & Whitney LLP.

P.W. Parker

Mr. Parker is Executive Vice President and Chief Credit Officer of U.S. Bancorp. Mr. Parker, 55, has served in this position since October 2007. From March 2005 until October 2007, he served as Executive Vice President of Credit Portfolio Management of U.S. Bancorp, having served as Senior Vice President of Credit Portfolio Management of U.S. Bancorp since January 2002.

Richard B. Payne, Jr.

Mr. Payne is Vice Chairman, Wholesale Banking, of U.S. Bancorp. Mr. Payne, 64, has served in this position since November 2010, when he assumed the additional responsibility for Commercial Banking at U.S. Bancorp. From July 2006, when he joined U.S. Bancorp, until November 2010, Mr. Payne served as Vice Chairman, Corporate Banking at U.S. Bancorp. Prior to joining U.S. Bancorp, he served as Executive Vice President for National City Corporation in Cleveland, with responsibility for Capital Markets, from 2001 to 2006.

Jeffry H. von Gillern

Mr. von Gillern is Vice Chairman, Technology and Operations Services, of U.S. Bancorp. Mr. von Gillern, 46, has served in this position since July 2010. From April 2001, when he joined U.S. Bancorp, until July 2010, Mr. von Gillern served as Executive Vice President of U.S. Bancorp, additionally serving as Chief Information Officer from July 2007 until July 2010.

 

144   U.S. BANCORP


 

Directors

 

Richard K. Davis 1 ,6

Chairman, President and Chief Executive Officer

U.S. Bancorp

Minneapolis, Minnesota

Douglas M. Baker, Jr. 3 ,6

Chairman and Chief Executive Officer

Ecolab Inc.

(Cleaning and sanitizing products)

St. Paul, Minnesota

Y. Marc Belton 3 ,4

Executive Vice President, Global Strategy,

Growth and Marketing Innovation

General Mills, Inc.

(Consumer food products)

Minneapolis, Minnesota

Victoria Buyniski Gluckman 2 ,4

Retired Chairman and Chief Executive Officer

United Medical Resources, Inc.,

a wholly owned subsidiary of

UnitedHealth Group Incorporated

(Healthcare benefits administration)

Cincinnati, Ohio

Arthur D. Collins, Jr. 1 ,2,5

Retired Chairman and Chief Executive Officer

Medtronic, Inc.

(Medical device and technology)

Chicago, Illinois

Roland A. Hernandez 3 ,4

Founding Principal and Chief Executive Officer

Hernandez Media Ventures

(Media)

Pasadena, California

Joel W. Johnson 3 ,6

Retired Chairman and Chief Executive Officer

Hormel Foods Corporation

(Consumer food products)

Scottsdale, Arizona

Olivia F. Kirtley 1 ,3,5

Business Consultant

(Consulting)

Louisville, Kentucky

Jerry W. Levin 1 ,2,5

Chairman and Chief Executive Officer

Wilton Brands Inc.

(Consumer products) and

Chairman and Chief Executive Officer

JW Levin Partners LLC

(Private investment and advisory)

New York, New York

David B. O’Maley 2 ,5

Executive Chairman and Retired President

and Chief Executive Officer

Ohio National Financial Services, Inc.

(Insurance)

Cincinnati, Ohio

O’dell M. Owens, M.D., M.P.H. 1 ,3,4

President

Cincinnati State Technical and Community College

(Higher Education)

Cincinnati, Ohio

Richard G. Reiten 2 ,3

Retired Chairman and Chief Executive Officer

Northwest Natural Gas Company

(Natural gas utility)

Portland, Oregon

Craig D. Schnuck 4 ,6

Former Chairman and Chief Executive Officer

Schnuck Markets, Inc.

(Food retail)

St. Louis, Missouri

Patrick T. Stokes 1 ,2,6

Former Chairman and Former Chief Executive Officer

Anheuser-Busch Companies, Inc.

(Consumer products)

St. Louis, Missouri

Doreen Woo Ho 4 ,6

President

San Francisco Port Commission

(Government)

San Francisco, California

 

1. Executive Committee

2. Compensation and Human Resources Committee

3. Audit Committee

4. Community Reinvestment and Public Policy Committee

5. Governance Committee

6. Risk Management Committee

 

U.S. BANCORP     145   

EXHIBIT 21

SUBSIDIARIES OF U.S. BANCORP

(JURISDICTIONS OF ORGANIZATION SHOWN IN PARENTHESES)

1003 College Station, LLC (Delaware)

101 Belmont Avenue, Inc. (Illinois)

1021 Anniston, Inc. (Illinois)

111 Tower Investors, Inc. (Minnesota)

126 Luciana, Inc. (Illinois)

1380-1390 Pear Avenue, LLC (California)

1409 Webb Street, Inc. (Illinois)

14707 Colfax, Inc. (Illinois)

1717 Ninth Street, Inc. (Illinois)

17351 W. Sunset Blvd., Inc. (Illinois)

180 North Robertson, LLC (California)

1823 Southpark, LLC (Delaware)

1900-2200 Powell Street, LLC (California)

2045 Myrtle House, LLC (Arizona)

212 Keech Street, Inc. (Illinois)

235 Pharr Road, Inc. (Illinois)

2490 Moriah, Inc. (Illinois)

273 W Alpine Street Apartments LLC (California)

275 Columbiana, Inc. (Illinois)

2800 McCulloch Blvd. LLC (California)

295 Concord, Inc. (Illinois)

300 S. Euclid Street LLC (California)

30643-30685 Union City Blvd., Inc. (California)

310 Brentwood, Inc. (Illinois)

329 Front Street, Inc. (Illinois)

367 Genesee, Inc. (Illinois)

3812-3825 Branding Iron Place, LLC (California)

40 South Main Street Corporation (Illinois)

4110 Midland, LLC (Delaware)

445 South Street, Inc. (Illinois)

4696 San Felipe Road, LLC (California)

4905 Waco, LLC (Delaware)

632 Lindero Canyon LLC (California)

689 North Capitol Avenue, LLC (California)

910 NE Third Avenue, Inc. (Illinois)

928-950 Hornblend, LLC (California)

Access Mortgage Solutions, LLC (Delaware)


Allen Street, Corp. (Illinois)

Andover Hospitality, Inc. (Illinois)

Arbors/Havenwood Holdings, Inc. (Illinois)

Armada Ontario Development LLC (California)

Armour Boulevard Property, Inc. (Illinois)

Azusa Monrovia Holdings, LLC (California)

Bannings Homes, LLC (California)

Barstow Holdings, LLC (California)

BEG Homes, LLC (California)

Bremerton Suites, Corp. (Illinois)

Brooks Avenue Holdings, Inc. (Illinois)

Canterbury Crossing, Inc. (Illinois)

Cavender Financial, Inc. (Illinois)

CC 223 Andover Park East Tukwila, LLC (Washington)

CC 3150 Touti Joliet, LLC (Illinois)

CC Merrillville, LLC (Indiana)

C’est La Vie, Inc. (Minnesota)

CF Title Co. (Delaware)

Cheyenne Court, Inc. (Illinois)

College Avenue/Willow Ventures, Inc. (Illinois)

Daimler Title Co. (Delaware)

DCT Burnet Townhomes, LLC (California)

Downtown Mall Associates Limited Partnership (Minnesota)

DRH Investment, Inc. (California)

DSL Service Company (California)

Eclipse Funding, LLC (Delaware)

Elan Life Insurance Company, Inc. (Arizona)

Elavon Canada Company (Canada)

Elavon Do Brasil Solucoes De Pagamento S.A. (Brazil)

Elavon European Holdings B.V. (Netherlands)

Elavon European Holdings C.V. (Netherlands)

Elavon Financial Services Limited (Ireland)

Elavon Latin American Holdings, LLC (Delaware)

Elavon Merchant Services Mexico, S. de R.L. de C.V. (Mexico)

Elavon Mexico Holding Company, S.A. de C.V. (Mexico)

Elavon Operations Company, S. de R.I. de C.V. (Mexico)

Elavon Puerto Rico, Inc. (Puerto Rico)

Elavon Services Company, S. de R.I. de C.V. (Mexico)

Elavon, Inc. (Georgia)

EuroConex Belgium BVBA (Belgium)

EuroConex GB Ltd. (United Kingdom)

EuroConex Technologies Limited (Ireland)


Evans & 17th Street, LLC (Wyoming)

Fairfield Financial Group, Inc. (Illinois)

First Bank LaCrosse Building Corp. (Wisconsin)

First LaCrosse Properties (Wisconsin)

Firstar Capital Corporation (Ohio)

Firstar Development, LLC (Delaware)

Firstar Realty, L.L.C. (Illinois)

Firstar Trade Services Corporation (Wisconsin)

Fixed Income Client Solutions, LLC (Delaware)

Forecom Challenger, Inc. (Illinois)

Forecom Properties, Inc. (Minnesota)

Galaxy Funding, Inc. (Delaware)

Gregory Street Properties, Inc. (Illinois)

GTLT, Inc. (Delaware)

Harvard Avenue Property, LLC (Georgia)

HOF Financial I, LLC (Delaware)

Holdings at Cedar Post, Inc. (Illinois)

Holyoke Financial, Inc. (Illinois)

Homewood/Flossmoor Office Properties, Inc. (Illinois)

Hooper Real Estate Holdings, LLC (California)

Hotel Eleven New Member, LLC (Delaware)

Housing Capital Company (Minnesota)

HPM, Inc. (Montana)

HTD Leasing LLC (Delaware)

HVT, Inc. (Delaware)

Jackson Street Holdings, Inc. (Illinois)

Key Merchant Services, LLC (Delaware)

Lilac Ranch Development LLC (California)

LM Orlando Hospitality, Inc. (Illinois)

Long Beach 4th Place LLC (California)

Mandalay Bay Development LLC (California)

Marcella Holdings, Inc. (Illinois)

Marketplace Retail Associates, LLC (California)

MB-DVR Town Center Associates, LLC (California)

MBS-UI Sub-CDE XVI, LLC (Delaware)

Meade Court, Inc. (Illinois)

Mercantile Mortgage Financial Company (Illinois)

Midwest Indemnity Inc. (Vermont)

Mississippi Valley Life Insurance Company (Arizona)

Mitchell Development, LLC (California)

MMCA Lease Services, Inc. (Delaware)

MMH Property Holdings, LLC (Delaware)


Morse/Oakley Property, Inc. (Illinois)

MS Homes, LLC (California)

Murrieta Apartments, LLC (California)

New Cottonwood Holdings, LLC (California)

NFC Sahara Corporation (Nevada)

NILT, Inc. (Delaware)

North Pullman 111th, Inc. (Illinois)

North Pullman Maryland, Inc. (Illinois)

North Pullman Properties, Inc. (Illinois)

North Pullman Woodlawn, Inc. (Illinois)

Northwest Boulevard, Inc. (Minnesota)

NuMaMe, LLC (Delaware)

Old 215 Frontage Road LLC (California)

On Iowa Street Associates LLC (California)

One Eleven Investors LLC (Delaware)

Ontario Area 23 Homes, LLC (California)

Ontario Area 8 Development LLC (California)

Ontario West Haven Development LLC (California)

Orange Avenue Homes, LLC (California)

P.I.B., Inc. (Minnesota)

Pacific-Odyssey Development LLC (California)

Palmdale 1000 Development LLC (California)

Park Bank Initiatives, Inc. (Illinois)

Park National Deferred Exchange Corporation (Illinois)

Park West Properties, Inc. (Illinois)

Parkside Financial, Inc. (Illinois)

Plainsboro Financial, Inc. (Illinois)

Plaza Towers Holdings, LLC (Minnesota)

Polaris Mart LLC (California)

Pomona Financial Services, Inc. (California)

Portage Properties, Inc. (Illinois)

Portland Tower Investors LLC (Delaware)

Pullman Park Development, LLC (Illinois)

Pullman Park Investment Fund I, LLC (Missouri)

Pullman Transformation, Inc. (Delaware)

Quasar Distributors, LLC (Wisconsin)

Rampart Hospitality, Inc. (Illinois)

RBC Community Development Sub 3, LLC (Delaware)

Redwood Capital Finance Company, LLC (Delaware)

Rio Vista Property, LLC (California)

RIVT, Inc. (Delaware)

Roosevelt Texas Holdings, Inc. (Missouri)


Ross Ranch Development LLC (California)

RTRT, Inc. (Delaware)

SA California Group, Inc. (Minnesota)

SA Challenger, Inc. (Minnesota)

SA Group PGI 7&8, Inc. (Minnesota)

SA Group Properties, Inc. (Minnesota)

SA Ladd Tower, LLC (Delaware)

SA PGA, LLC (Delaware)

San Jacinto Property Holdings LLC (California)

SCR Crossing, Inc. (Illinois)

Silver Oaks Homes, LLC (California)

Sixth & Redwood LLC (California)

South Carolina Crossing Holdings, Inc. (Illinois)

South Central Mortgage Solutions, LLC (Delaware)

Southbridge Financial, Inc. (Illinois)

Sycada Holdings Company (Delaware)

Syncada, LLC (Delaware)

Tanglewood Hospitality Venture, Inc. (Illinois)

Tanglewood Management Services, Inc. (Illinois)

Tarquad Corporation (Missouri)

The Miami Valley Insurance Company (Arizona)

Tiburon Communities Acquisition, LLC (Delaware)

TMTT, Inc. (Delaware)

Trails 96 Development LLC (California)

Turner Empire Development LLC (California)

Tuscany Woods Holdings, Inc. (Illinois)

U.S. Bancorp Advantage LLC (Minnesota)

U.S. Bancorp Asset Management, Inc. (Delaware)

U.S. Bancorp Community Development Corporation (Minnesota)

U.S. Bancorp Community Investment Corporation (Delaware)

U.S. Bancorp Construction Funding, Inc. (Minnesota)

U.S. Bancorp Foundation (Minnesota)

U.S. Bancorp Fund Services, LLC (Wisconsin)

U.S. Bancorp Government Leasing and Finance, Inc. (Minnesota)

U.S. Bancorp Insurance and Investments, Inc. (Wyoming)

U.S. Bancorp Insurance Company, Inc. (Vermont)

U.S. Bancorp Insurance Services of Montana, Inc. (Montana)

U.S. Bancorp Insurance Services, LLC (Wisconsin)

U.S. Bancorp Investments, Inc. (Delaware)

U.S. Bancorp Missouri Low-Income Housing Tax Credit Fund, LLC (Missouri)

U.S. Bancorp Mortgage Professionals, LLC (Delaware)

U.S. Bancorp National Account Services LLC (Delaware)


U.S. Bancorp Service Providers LLC (Delaware)

U.S. Bancorp Title Services, Inc. (Wisconsin)

U.S. Bank National Association (a nationally chartered banking association)

U.S. Bank National Association ND (a nationally chartered banking association)

U.S. Bank Trust Company, National Association (a nationally chartered banking association)

U.S. Bank Trust National Association (a nationally chartered banking association)

U.S. Bank Trust National Association SD (a nationally chartered banking association)

U.S. Bank Trustees Limited (United Kingdom)

USB Advantage Investment, LLC (Delaware)

USB Americas Holdings Company (Delaware)

USB Capital Resources, Inc. (Delaware)

USB Capital VIII (Delaware)

USB Capital IX (Delaware)

USB Capital X (Delaware)

USB Capital XI (Delaware)

USB Capital XII (Delaware)

USB Capital XIII (Delaware)

USB European Holdings Company (Delaware)

USB Funding LLC (Delaware)

USB Global Investments, LLC (Delaware)

USB Leasing LLC (Delaware)

USB Leasing LT (Delaware)

USB Lending Support Services, LLC (Delaware)

USB Netherlands B.V. (Netherlands)

USB Realty Corp. (Delaware)

USB Trade Services Limited (Hong Kong)

USBCDE, LLC (Delaware)

USBIS Credit Insurance Services, Inc. (Montana)

Village Green Homes, LLC (California)

Villagio Property Holdings, LLC (California)

Voyager Fleet Systems, Inc. (Delaware)

VT Inc. (Alabama)

Warren & Devonshire LLC (California)

West 47th Street Corporation (Illinois)

Westford Street Ventures, Inc. (Illinois)

Westmont Financial, Inc. (Illinois)

WMF Mortgage Services, LLC (Delaware)

Yucaipa Retail Development, LLC (California)

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of U.S. Bancorp of our reports dated

February 23, 2012, with respect to the consolidated financial statements of U.S. Bancorp and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in the 2011 Annual Report to Shareholders of U.S. Bancorp.

We consent to the incorporation by reference in the following Registration Statements:

 

Form

   Registration
Statement No.
  

Purpose

S-3    333-173636    Shelf Registration Statement
S-8    333-01421    First Bank System, Inc. 1994 Stock Incentive Plan and 1991 Stock Incentive Plan
S-8    333-02623    First Bank System, Inc. 1996 Stock Incentive Plan
S-8    333-32635    U.S. Bancorp 1997 Stock Incentive Plan
S-8    333-51635    U.S. Bancorp 1997 Stock Incentive Plan
S-8    333-76887    U.S. Bancorp 1997 Stock Incentive Plan
S-8    333-82691    Bank of Commerce 1989 and 1995 Stock Option Plans (as assumed by U.S. Bancorp)
S-8    333-38846    U.S. Bancorp 1999 Stock Incentive Plan
S-8    333-47968    Scripps Bank 1992 and 1995 Stock Option Plans and Scripps Bank 1998 Outside Directors Stock Option Plan
S-8    333-48532    Various benefit plans of Firstar Corporation in effect at the time of the merger with U.S. Bancorp
S-8    333-65774    Various stock options and incentive plans of Nova Corporation in effect at the time of the merger with U.S. Bancorp
S-8    333-68450    U.S. Bancorp 2001 Employee Stock Incentive Plan
S-8    333-74036    U.S. Bancorp 2001 Stock Incentive Plan
S-8    333-100671    U.S. Bancorp 401(k) Savings Plan
S-8    333-142194    Various benefit plans of U.S. Bancorp
S-8    333-166193    Various benefit plans of U.S. Bancorp

of our reports dated February 23, 2012, with respect to the consolidated financial statements of U.S. Bancorp and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in the 2011 Annual Report to Shareholders of U.S. Bancorp, which is incorporated by reference in this Annual Report (Form 10-K) of U.S. Bancorp for the year ended December 31, 2011.

 

/s/     Ernst & Young LLP

Minneapolis, Minnesota

February 23, 2012

Exhibit 24

U.S. BANCORP

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of U.S. Bancorp, a Delaware corporation, hereby constitutes and appoints Richard K. Davis, Andrew Cecere and Lee R. Mitau, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Company’s fiscal year ended December 31, 2011 on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as any such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has set his or her hand this 17th day of January, 2012.

 

/s/    Douglas M. Baker, Jr.     /s/    Jerry W. Levin
Douglas M. Baker, Jr.     Jerry W. Levin

 

/s/    Y. Marc Belton     /s/    David B. O’Maley
Y. Marc Belton     David B. O’Maley

 

/s/    Victoria Buyniski Gluckman     /s/    O’dell M. Owens, M.D., M.P.H.
Victoria Buyniski Gluckman     O’dell M. Owens, M.D., M.P.H.

 

/s/    Arthur D. Collins, Jr.     /s/    Richard G. Reiten
Arthur D. Collins, Jr.     Richard G. Reiten

 

/s/    Roland A. Hernandez

    /s/    Craig D. Schnuck
Roland A. Hernandez     Craig D. Schnuck

 

/s/    Joel W. Johnson     /s/    Patrick T. Stokes
Joel W. Johnson     Patrick T. Stokes

 

/s/    Olivia F. Kirtley     /s/    Doreen Woo Ho
Olivia F. Kirtley     Doreen Woo Ho

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Richard K. Davis, certify that:

 

(1) I have reviewed this Annual Report on Form 10-K of U.S. Bancorp;

 

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

      / S /    R ICHARD K. D AVIS
      Richard K. Davis
Dated: February 23, 2012       Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Andrew Cecere, certify that:

 

(1) I have reviewed this Annual Report on Form 10-K of U.S. Bancorp;

 

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

      / S /    A NDREW C ECERE
      Andrew Cecere
Dated: February 23, 2012       Chief Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of U.S. Bancorp, a Delaware corporation (the “Company”), do hereby certify that:

(1) The Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/ S /    R ICHARD K. D AVIS

     

/ S /    A NDREW C ECERE

Richard K. Davis     Andrew Cecere
Chief Executive Officer     Chief Financial Officer
   
Dated: February 23, 2012