U.S. Bancorp (USB) 10-K risk factor changes: FY2023 vs FY2022

Information in response to this Item 1A can be found in the [removed: 2022] [added: 2023] Annual Report on pages 140 to 155 under the heading “Risk Factors.” That information is incorporated into this report by reference.

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Information in response to this Item 7 can be found in the [removed: 2022] [added: 2023] Annual Report on pages 22 to [removed: 59] [added: 58] under the heading “Management’s Discussion and Analysis.” That information is incorporated into this report by reference.

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Information in response to this Item 7A can be found in the [removed: 2022] [added: 2023] Annual Report on pages 35 to [removed: 56] [added: 55] under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.

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[removed: Forward-Looking Statements][added: Forward-Looking Statements]

[removed: | | • | |] [added: -] Deterioration in general business and economic conditions or turbulence in domestic or global financial markets, which could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities, reduce the availability of funding to certain financial institutions, lead to a tightening of credit, and increase stock price volatility; [removed: |]

[removed: | | • | |] [added: -] Changes to statutes, regulations, or regulatory policies or practices, including capital and liquidity requirements, and the enforcement and interpretation of such laws and regulations, and U.S. Bancorp’s ability to address or satisfy those requirements and other requirements or conditions imposed by regulatory entities; [removed: |]

[removed: | | • | |] [added: -] Changes in interest rates; [removed: |]

[removed: | | • | |] [added: -] Increases in unemployment rates; [removed: |]

[removed: | | • | |] [added: -] Deterioration in the credit quality of [removed: its] [added: U.S. Bancorp's] loan portfolios or in the value of the collateral securing those loans; [removed: |]

[removed: | | • | |] [added: -] Risks related to originating and selling mortgages, including repurchase and indemnity demands, and related to U.S. Bancorp’s role as a loan servicer; [removed: |]

[removed: | | • | |] [added: -] Impacts of current, pending or future litigation and governmental proceedings; [removed: |]

[removed: | | • | |] [added: -] Increased competition from both banks and non-banks; [removed: |]

[removed: | | • | |] [added: -] Effects of climate change and related physical and transition risks; [removed: |]

[removed: | | • | |] [added: -] Changes in customer behavior and preferences and the ability to implement technological changes to respond to customer needs and meet competitive demands; [removed: |]

[removed: | | • | |] [added: -] Breaches in data security; [removed: |]

[removed: | | • | |] [added: -] Failures or disruptions in or breaches of U.S. Bancorp’s [removed: operational] [added: operational, technology] or security systems or infrastructure, or those of third parties; [removed: |]

[removed: | | • | |] [added: -] Failures to safeguard personal information; [removed: |]

[removed: | | • | |] [added: -] Impacts of pandemics, [removed: including the COVID-19 pandemic,] natural disasters, terrorist activities, civil unrest, international hostilities and geopolitical events; [removed: |]

[removed: | | • | |] [added: -] Impacts of supply chain disruptions, rising inflation, slower growth or a recession; [removed: |]

[removed: | | • | |] [added: -] Failure to execute on strategic or operational plans; [removed: |]

[removed: | | • | |] [added: -] Effects of mergers and acquisitions and related integration; [removed: |]

[removed: | | • | |] [added: -] Effects of critical accounting policies and judgments; [removed: |]

[removed: | | • | |] [added: -] Effects of changes in or interpretations of tax laws and regulations; [removed: |]

[removed: | | • | |] [added: -] Management’s ability to effectively manage credit risk, market risk, operational risk, compliance risk, strategic risk, interest rate risk, liquidity risk and reputation risk; and [removed: |]

[removed: | | • | |] [added: -] The risks and uncertainties more fully discussed in the section entitled “Risk Factors” of the [removed: 2022] [added: 2023] Annual Report. [removed: |]

In addition, U.S. Bancorp’s acquisition of MUFG Union Bank, N.A. (“MUB”) presents risks and uncertainties, including, among others: the risk that [removed: the cost savings,] any revenue synergies and other anticipated benefits of the acquisition may not be realized or may take longer than anticipated to be [removed: realized; and the possibility that the combination of MUB with U.S. Bancorp, including the integration of MUB, may be more costly or difficult to complete than anticipated or have unanticipated adverse results.][added: realized.]

[removed: General] [added: General] Business [removed: Description][added: Description]

U.S. Bancorp’s banking [removed: subsidiaries, U.S. Bank National Association (“USBNA”) and MUB, are] [added: subsidiary, USBNA, is] engaged in the general banking business, principally in domestic markets, and [removed: hold] [added: holds] all of the Company’s consolidated deposits of [removed: $525.0] [added: $512.3] billion at December 31, [removed: 2022.][added: 2023.]

USBNA [removed: and MUB provide] [added: provides] a wide range of products and services to individuals, businesses, institutional organizations, governmental entities and other financial institutions.

Banking and investment services are provided through a network of [removed: 2,494] [added: 2,274] banking offices [added: across 26 states] as of December 31, [removed: 2022,] [added: 2023,] principally operating in the Midwest and West regions of the United [removed: States, through on-line][added: States.]

The Company operates a network of [removed: 4,505] [added: 4,524] ATMs as of December 31, [removed: 2022,] [added: 2023,] and provides 24-hour, seven day a week telephone customer service.

[removed: MUFG] [added: MUFG] Union Bank [removed: Acquisition][added: Acquisition]

[removed: On December 1, 2022, the Company acquired MUB’s core regional banking franchise from Mitsubishi UFJ Financial Group, Inc.] Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the issued and outstanding shares of common stock of MUB for a purchase price consisting of $5.5 billion in cash and approximately 44 million shares of the Company’s common stock.

The Company also received additional MUB [removed: capital] [added: cash] of $3.5 billion upon [removed: completion of the acquisition.]

[removed: Business Segments][added: Business Segments]

The Company’s major lines of business are [removed: Corporate and] [added: Wealth, Corporate,] Commercial [added: and Institutional] Banking, Consumer and Business Banking, [removed: Wealth Management and Investment Services,] Payment Services, and Treasury and Corporate Support.

[removed: Corporate and] [added: Wealth, Corporate,] Commercial [added: and Institutional] Banking contributed [removed: $1.8 billion, or 31.6 percent,] [added: $3.6 billion] of the Company’s net income in [removed: 2022,] [added: 2023,] an increase of [removed: $277] [added: $202] million [removed: (17.7] [added: (6.0] percent) compared with [removed: 2021.][added: 2022.]

Products and services are delivered through banking offices, telephone servicing and sales, [removed: on-line] [added: online] services, direct mail, ATM processing, mobile devices, distributed mortgage loan officers, and intermediary relationships including auto dealerships, mortgage banks, and strategic business partners.

Consumer and Business Banking contributed [removed: $1.8 billion, or 31.0 percent,] [added: $2.2 billion] of the Company’s net income in [removed: 2022, a decrease] [added: 2023, an increase] of [removed: $551] [added: $378] million [removed: (23.4] [added: (20.6] percent) compared with [removed: 2021.][added: 2022.]

Payment Services contributed [removed: $1.3 billion, or 22.7 percent,] [added: $1.2 billion] of the Company’s net income in [removed: 2022,] [added: 2023,] a decrease of [removed: $380] [added: $150] million [removed: (22.3] [added: (11.2] percent) compared with [removed: 2021.][added: 2022.]

Treasury and Corporate Support recorded a net loss of [removed: $459 million, or (7.9) percent,] [added: $1.5 billion] of the Company’s net income in [removed: 2022,] [added: 2023,] a decrease of [removed: $2.0 billion] [added: $826 million] compared with [removed: 2021.][added: 2022.]

Additional information regarding the Company’s business segments can be found on pages 56 to [removed: 59] [added: 58] of the Company’s [removed: 2022] [added: 2023] Annual Report under the heading “Line of Business Financial Review,” which is incorporated herein by reference.

[removed: Human Capital][added: Human Capital]

- Turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including U.S. Bank National Association ("USBNA"), to attract and retain depositors, and could affect the ability of financial services providers, including U.S. Bancorp, to borrow or raise capital;

- Actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions;

- Changes to regulatory capital, liquidity and resolution-related requirements applicable to large banking organizations in response to recent developments affecting the banking sector;

A significant percentage of consumer transactions are completed using USBNA's digital banking services, both online and through its digital app.

On December 1, 2022, the Company acquired MUB’s core regional banking franchise from Mitsubishi UFJ Financial Group, Inc. ("MUFG").

completion of the acquisition, which is required to be repaid to MUFG on or prior to the fifth anniversary date of the completion of the purchase.

On August 3, 2023, the Company completed a debt/equity conversion with MUFG.

As a result, the Company repaid $936 million of its debt obligation from the proceeds of the issuance of 24 million shares of common stock of the Company to an affiliate of MUFG (the “Debt/Equity Conversion”).

After the Debt/Equity Conversion, the Company had a remaining repayment obligation to MUFG of $2.6 billion.

On May 26, 2023, the Company merged MUB into USBNA, the Company’s primary banking subsidiary.

The Company’s 2023 results reflect the full financial results of the acquired business.

*Wealth, Corporate, Commercial and Institutional Banking* Wealth, Corporate, Commercial and Institutional Banking provides core banking, specialized lending, transaction and payment processing, capital markets, asset management, and brokerage and investment related services to wealth, middle market, large corporate, government and institutional clients.

As of December 31, 2023, the Company employed a total of 75,465 employees globally.

In addition, the Company offers various mentorship, leadership and development opportunities that enable participants, including women and people of color, to enhance networks, key skills and work experiences.

helping to create and sustain an inclusive workforce that drives business growth and propels accountability for diversity and inclusion within the Company.

As part of the Company's efforts to enhance pay transparency, all open positions in the United States have a disclosed compensation range.

and inclusion strategy.

Company and its subsidiaries.

On October 16, 2023, the Federal Reserve granted the Company relief from both of these commitments.

As a result, the Company will continue to be subject to the regulatory capital and liquidity requirements applicable to Category III institutions until otherwise required under the Tailoring Rules (i.e., until the Company’s total average consolidated assets for the then most recent four quarters equal $700 billion or more or the amount of the Company’s average cross-jurisdictional activities for the then most recent four quarters equals $75 billion or more).

assets of an unaffiliated BHC, bank or savings association.

At December 31, 2023, the Company exceeded these minimum capital ratio requirements.

In July 2023, the U.S. federal bank regulatory authorities proposed a rule implementing the Basel Committee’s finalization of the post-crisis regulatory capital reforms, commonly referred to as “Basel III Endgame.” The proposal provides for a July 1, 2025 effective date, subject to a three-year transition period.

The proposal would set stricter criteria for the use of internal models by replacing the market risk rule with the “Fundamental Review of the Trading Book,” and would introduce new standardized approaches for credit risk, operational risk and credit valuation adjustment risk, which would replace the current models-based approaches.

In addition, under the proposed rule, also subject to a phase-in period, Category III banking institutions, such as the Company, would no longer be permitted to opt out of including certain components of accumulated other comprehensive income in regulatory capital, which would result in unrealized gains and losses on available-for-sale securities being included in the calculation of the Company’s regulatory capital ratios.

The Company continues to evaluate the potential effects of the proposed rule, and the effects on the Company will depend on the final form of any rulemaking.

However, the Company expects that any final rule would result in the Company being required to maintain increased levels of regulatory capital.

*Long-Term Debt Requirements* In August 2023, the Federal Reserve, OCC and FDIC issued a proposed rule that would require, among other institutions, each Category III U.S. BHC, including the Company, and each insured depository institution with $100 billion or more in total consolidated assets that is a consolidated subsidiary of a Category III U.S. BHC, such as USBNA, to have minimum levels of outstanding long-term debt.

The proposed rule is intended to improve the resolvability of the banking organizations covered by the rule.

Under the proposed rule, covered banking organizations would be required to maintain long-term debt in an amount that is equal to the greater of (i) 6% of the organization’s risk-weighted

assets; (ii) 3.5% of the organization’s average total consolidated assets; and (iii) 2.5% of the organization’s total leverage exposure, if the organization is subject to the SLR rule.

The requirement would be phased in over three years, with covered banking organizations being required to meet 25% of the requirement within one year after finalization of the rule, 50% after two years and 100% after three years.

The Company continues to evaluate the potential effects of the proposed rule.

Although any effects on the Company and USBNA will depend on the final form of any rulemaking, the Company expects that under any final rule, it and USBNA would be required to maintain substantially more long-term debt than it currently maintains.

In November 2023, the FDIC released a final rule to impose a special assessment to recover the losses to the DIF resulting from failures of other banking institutions during 2023.

The Company expects the special assessments will be tax deductible.

As a result of this rule, in the fourth quarter of 2023, the Company recognized additional noninterest expense of $734 million for the FDIC special assessment.

The Company submitted the update to its resolution plan within the required time period.

In August 2023, the Federal Reserve and the FDIC released proposed guidance for 2024 and subsequent resolution plan submissions that would apply to certain institutions including Category III institutions such as the Company.

The guidance addresses the core elements of an organization's resolution strategy and is intended, among other things, to reduce inconsistencies in the amounts and types of information filed by different organizations.

| --- | --- |

| --- | --- | --- | --- |

services, over mobile devices and through other distribution channels.

The additional capital received is held at the MUB subsidiary and required to be repaid to Mitsubishi UFJ Financial Group, Inc. on or prior to the fifth anniversary date of the completion of the purchase, in accordance with the terms of the Share Purchase Agreement.

As such, it is recognized as debt at the parent company.

The transaction excludes the purchase of substantially all of MUB’s Global Corporate & Investment Bank (other than certain deposits), certain middle and back-office functions, and other assets.

MUB operates approximately 300 branches in California, Washington and Oregon.

The Company’s 2022 results reflect MUB’s operations for the month of December 2022, and the Company’s balance sheet as of December 31, 2022 includes MUB’s balances acquired or assumed in the transaction, including $81.4 billion in total assets, $53.1 billion of loans and $82.0 billion of deposits.

As of the date of acquisition, MUB is a wholly-owned subsidiary of the Company and an affiliate of USBNA, the Company’s primary banking subsidiary.

The Company expects to merge MUB into USBNA in connection with the conversion of MUB customers and systems to the USBNA platform over Memorial Day weekend in 2023.

These operating segments are components of the Company about which financial information is prepared and is evaluated regularly by management in deciding how to allocate resources and assess performance.

*Corporate and Commercial Banking* Corporate and Commercial Banking offers lending, equipment finance and small-ticket leasing, depository services, treasury management, capital markets services, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution, non-profit and public sector clients.

*Wealth Management and Investment Services* Wealth Management and Investment Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust,

custody and fund servicing through four businesses: Wealth Management, Global Corporate Trust & Custody, U.S. Bancorp Asset Management, and Fund Services.

Wealth Management and Investment Services contributed $1.3 billion, or 22.6 percent, of the Company’s net income in 2022, an increase of $471 million (55.9 percent) compared with 2021.

As of December 31, 2022, the Company employed a total of 78,192 employees globally, including employees from the acquisition of MUB on December 1, 2022.

In addition, the Company’s High Impact Development Program focuses on growing its leadership pipeline of women and people of color.

This program creates increased visibility and connections with executive leadership, meaningful learning and development opportunities, robust action plans and cohort networking/peer support.

58% percent were women and 36% percent were people of color.

The diversity percentages noted above do not include employees from the MUB acquisition who joined the Company on December 1, 2022, as the data regarding MUB employees is being verified as part of the acquisition integration process.

The Company’s 2022 EEO-1 data will include the validated MUB data when released.

In 2022, the Company made material compensation investments in its workforce, including increasing the minimum base hourly wage from $15 to $20 per hour for U.S. employees and implementing targeted off-cycle compensation increases to certain employee groups globally to improve competitive compensation and address escalating inflationary pressures.

More than 50% of the Company’s employees were positively impacted by these actions in 2022.

In 2022 the Company enhanced the parental leave, fertility, and part-time employee benefits to further support its employee base.

thrive and grow their careers, which aligns with the Company’s Employment Value Proposition.

Information Security

Information security, including cybersecurity, is a high priority for the Company.

Recent highly publicized events have highlighted the importance of cybersecurity, including cyberattacks against financial institutions, governmental agencies and other organizations that resulted in the compromise of personal and/or confidential information, the theft or destruction of corporate information, and demands for ransom payments to release corporate information encrypted by so-called “ransomware.” A successful cyberattack, including an attack at a third-party vendor the Company utilizes, could harm the Company’s reputation and/or impair its ability to provide services to its customers.

The Company has expended, and may in the future expend, significant

resources to implement technologies and various response and recovery plans and procedures as part of its information security program.

For additional information on cybersecurity risks the Company faces, refer to the section entitled “Risk Factors” on pages 140 to 155 of the 2022 Annual Report.

As a Category III institution, the Company must conduct a company-run stress test every two years, and the Company is subject to reduced Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”) requirements that are calibrated at 85 percent of the full requirements.

Refer to “Stress Testing” and “Basel III Liquidity Requirements” below.

If the Company becomes subject to requirements applicable to Category II institutions, in addition to the items discussed below, the Company will be required to conduct company-run stress tests on an annual basis and will become subject to the full LCR and NSFR requirements.

In addition, as a Category II institution, the Company would be an “advanced approaches” banking organization under the Federal Reserve’s current capital rules, which would, among other things, introduce significant additional complexity in the methodologies used to calculate the Company’s risk-weighted assets for purposes of determining the Company’s regulatory capital ratios.

“Complementary activities” are

In July 2021, the current United States presidential administration issued an executive order on competition, which included provisions relating to bank mergers.

These provisions encourage the Department of Justice and the federal banking regulators to update guidelines on banking mergers and to provide more scrutiny of bank mergers.

The Company is unable to predict what impact the executive order or any guidelines that the Department of Justice and federal banking regulators adopt will have on the timing of or ability to obtain regulatory approvals of future mergers.

*Cross Guaranty Provisions* The cross guaranty provisions in the Federal Deposit Insurance Act require each insured depository institution owned by the same BHC to be financially responsible for the failure or resolution costs of any affiliated insured institution.

Information in response to this Item 3 can be found in Note 23 of the Notes to Consolidated Financial Statements included in the [removed: 2022] [added: 2023] Annual Report under the heading, “Litigation and Regulatory Matters.” That information is incorporated into this report by reference.

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| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES [added: EXCHANGE ACT OF 1934] | [added: | |]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES [added: EXCHANGE ACT OF 1934] | [added: | |]

For the transition [added: period from (not applicable)]

[removed: sion] [added: Commission] file [removed: number:][added: number: 1-6880]

[removed: U.S. Bancorp][added: U.S. Bancorp]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| Delaware | | [added: | | | |] 41-0255900 | [added: | |]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: | | | | (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | [added: | |]

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

[added: (651)] 466-3000

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading symbols] | | [removed: Name] [added: | | Trading symbols | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| Common Stock, $.01 par value per share | | [added: | | | |] USB | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrA | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrH | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrP | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrQ | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrR | | [added: | | | |] New York Stock Exchange | [added: | |]

| Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | [added: | | | |] USB PrS | | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024 | | [added: | | | |] USB/24B | | [added: | | | |] New York Stock Exchange | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: eck] [added: Indicate by check] mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [added: ☑ No ☐]

Yes ☐ [added: No ☑]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [added: S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[removed: filer, a smaller] [added: Non-accelerated filer ☐ Smaller] reporting [removed: company, or an emerging growth company.][added: company ☐]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

[removed: |] Large accelerated filer [removed: | |] ☑ [removed: | |] Accelerated filer [removed: | |] ☐ [removed: |]

[removed: |] Emerging growth company ☐ [removed: | | | | | | |]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its [removed: aud][added: audit report.]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [added: §240.10D-1(b).]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act).]

[added: As] of [added: June 30, 2023,] the [added: aggregate market value of the registrant’s common stock held by non-affiliates of the] registrant was [removed: $68.4] [added: $50.6] billion based on the closing sale price as reported on the New York Stock Exchange.

| [removed: Class] [added: Class] | | [removed: Outstanding] [added: | Outstanding] at January 31, [removed: 2023] [added: 2024] | [added: | |]

| Common Stock, $.01 par value per share | | [removed: 1,531,119,852] | [added: 1,558,133,431 | | |]

[removed: |] Auditor Firm Id: 42 [removed: | |] Auditor Name: Ernst & Young LLP [removed: | |] Auditor Location: Minneapolis, Minnesota [removed: |]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Form 10-K

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Yes ☑ No ☐

Yes ☑ No ☐

Yes ☐ No ☑

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| | | | | | | | | |

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orm

10-K

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| | EXCHANGE ACT OF 1934 |

period from (not applicable)

Commis

1-6880

| | | |

| --- | --- | --- |

(651)

| | | | | |

| --- | --- | --- | --- | --- |

Indicate by ch

☑ No ☐

No ☑

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

non-accelerated

12b-2

of the Exchange Act.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |

it

report.

§240.10D-1(b).

of the Act).

As of June 30, 2022, the aggregate market value of the registrant’s common stock held by

non-affiliates

| --- | --- |

The Company is committed to managing risks that may impact the Company and incorporating risk considerations into its business activities at all levels, including strategic planning, risk identification inventory and assessment, and day-to-day business decisions.

The Company’s Board of Directors has approved a risk management framework that establishes governance and risk management requirements for all the Company’s key risk areas and risk-taking activities.

The Board oversees management’s performance relative to the risk management framework and risk appetite.

Management is responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing risk exposures on a day-to-day basis.

The Company’s Executive Risk Committee (ERC), which is chaired by the Chief Risk Officer, oversees execution of the risk management framework.

The ERC is supported by management’s senior operating committees, each responsible for a specified risk category.

The Company’s Information Security Risk Committee

(ISRC), which is co-chaired by the Chief Information Security Officer (CISO) and the Chief Technology Risk Officer, is a senior operating committee under this risk governance structure and is responsible for the management of information security risk at the Company.

The ISRC provides direction and oversight of the information security risk management framework and corporate control programs of the Company, including significant information security risk events, and mitigation strategies.

Further, the ISRC facilitates communication across business lines to provide for effective and consistent information security risk identification and control infrastructure to mitigate and manage material information security risks.

The ISRC serves as an escalation, decision making, and approval body for information security risk items, including key policies and programs, issue resolution, emerging risks, and key program adherence.

The ISRC escalates matters as appropriate to executive management, the ERC, which reports to the Board’s Risk Management Committee, or a relevant committee of the Board.

Generally, each of the ERC and ISRC meet at least monthly.

As part of the Company’s risk management framework, risk management programs and processes are in place to incorporate risk considerations into day-to-day business activities across the Company’s risk categories, business lines, and functions.

Risk programs may manage all or certain components of a particular risk type.

The Company’s cybersecurity risk program provides centralized planning and management of related and interdependent work with a focus on risks from cybersecurity threats.

The Company’s cybersecurity risk program is integrated into the Company’s overall business and operational strategies and requires that the Company allocate appropriate resources to maintain the program.

The Company’s processes for assessing, identifying, and managing material risks from cybersecurity threats is integrated into the Company’s overall risk governance and oversight structures through its “three lines of defense” model for establishing effective checks and balances within the risk management framework.

In this model, specific to cybersecurity threats, the first line of defense is Information Security Services (ISS), which is responsible for identifying and implementing cybersecurity controls in accordance with policy requirements and industry best practices, to meet regulatory requirements and to safeguard the business.

The second line of defense, Cybersecurity Risk Oversight within the Company's Operational Risk Management group, provides reporting and escalation of emerging risks related to cybersecurity and other concerns to senior management, the ERC, the ISRC, other designated senior operating committees, and the Risk Management Committee of the Board of Directors.

The third line of defense, the Company’s internal audit function, provides independent assessment and assurance regarding the effectiveness of the Company’s governance, risk management, and control processes with respect to cybersecurity threats, and provides challenge and recommendations for improvement.

The Company uses reporting and metrics frameworks and regular internal and external oversight to assess the health of the cybersecurity risk program.

At the first level, the ISS team identifies, assesses, and manages cybersecurity risk and threats.

The Company manages cybersecurity issues and findings through remediation and/or closure, with escalation processes if an issue or finding cannot be remediated within required timeframes.

The Company engages external assessors, consultants, and auditors to review the Company’s cybersecurity risk program against those of industry peers.

The Company also uses consultants periodically to provide recommendations to improve and enhance the program.

Additionally, the Company continually works to align its policies and practices with industry-accepted information security practices as provided by the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), Payment Card Industry Data Security Standards (PCI DSS), and other applicable standards, laws, and regulations.

The Company also maintains a third-party risk management program responsible for the oversight of outsourced operations, which enables the Company to oversee and identify risks related to engaging third-party service providers, including risks from cybersecurity threats to third-party service providers.

The Company conducts due diligence using a risk-based approach in selecting and monitoring third-party service providers.

The Company also obtains contractual assurances from third-party service providers relating to their security responsibilities, controls, reporting, and roles and responsibilities as it pertains to cybersecurity incident response policies and notification requirements.

As appropriate, the Company obtains independent reviews of the third parties’ security through audit reports and testing and conducts verification and validation with third parties to confirm cybersecurity and information security risks are appropriately identified, measured, mitigated, monitored, and reported by the third party to the Company.

As part of its responsibility to oversee the management, business, and strategy of the Company, the Company’s Board of Directors reviews and approves the Company’s risk management framework annually through its Risk Management Committee and oversees the Company’s risk management processes by informing itself about the Company’s key risks and evaluating whether management has reasonable risk management and control processes in place to address those risks.

The Board carries out its risk management oversight responsibilities primarily through its committees.

Each Board committee is responsible for overseeing certain risks under its charter.

The Board’s Risk Management Committee, with support from its Cybersecurity and Technology Subcommittee, has primary oversight responsibility for cybersecurity risk, including risks from any cybersecurity threats.

The Risk Management Committee monitors the Company’s compliance with the risk management framework and risk limits established under the Company’s risk appetite statement approved by the Board.

The Risk Management Committee also oversees the Company’s independent risk management function.

The Board’s Risk Management Committee has a Cybersecurity and Technology Subcommittee that provides dedicated oversight to

cybersecurity risk management and cyber resiliency and certain technology matters.

The Risk Management Committee and its Cybersecurity and Technology Subcommittee receive quarterly reports from management on cybersecurity issues, including cybersecurity threats.

The Company also leases [removed: 7] [added: 5] freestanding operations centers in [removed: Cincinnati, Denver, Milwaukee, Minneapolis, Chicago, Portland] [added: Kansas City, Little Rock, Atlanta, Minneapolis] and [removed: St. Paul.][added: Chicago.]

The Company owns 8 principal operations centers in Cincinnati, Fargo, [removed: Milwaukee,] [added: Knoxville, Oshkosh,] Olathe, Owensboro, [removed: Portland, St. Louis] [added: Portland] and St. Paul.

At December 31, [removed: 2022,] [added: 2023,] the Company’s subsidiaries owned and operated a total of [removed: 1,274] [added: 1,219] facilities and leased an additional [removed: 1,717] [added: 1,576] facilities.

Additional information with respect to the Company’s premises and equipment is presented in Note 9 of the Notes to Consolidated Financial Statements included in the [removed: 2022] [added: 2023] Annual Report.

| --- | --- |

[removed: PART II][added: PART II]

| --- | --- |

The Company announced on December 22, 2020 that its Board of Directors had approved an authorization to repurchase $3.0 billion of its common stock beginning January 1, [removed: 2021, and repurchased $1.5 billion of its common stock during the first six months of 2021 under this program.][added: 2021.]

The following table provides a detailed analysis of all shares [removed: repurchased] [added: of common stock of the Company purchased] by the Company or any affiliated purchaser during the fourth quarter of [removed: 2022:][added: 2023:]

| [removed: Period] [added: Period] | | [added: |] Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased] | | | | [removed: Average Price Paid per Share] | | [added: Average Price Paid per Share] | | [added: |] Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced] [added: Publicly Announced] Program | | | [removed: |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In Millions) | | |

[removed: | *(a)* | *Includes 120,000] [added: *(a)Includes 260,000] shares of common stock purchased, at an average price per share of [removed: $42.84,] [added: $36.34,] in open-market transactions by USBNA, the Company’s [removed: primary] banking subsidiary, in its capacity as trustee of the U.S. Bank 401(k) Savings Plan, which is the Company’s employee retirement savings plan.* [removed: |]

[removed: Additional Information][added: Additional Information]

Additional information in response to this Item 5 can be found in the [removed: 2022] [added: 2023] Annual Report on page 139 under the heading “U.S. Bancorp Supplemental Financial Data [removed: (Unaudited)” and in Item 12 of this report, under the heading “Equity Compensation Plan Information.”] [added: (Unaudited).”] That information is incorporated into this report [removed: and this Item] by reference.

The Company will evaluate its share repurchases in connection with the potential capital requirements given the proposed regulatory capital rules and related landscape.

Capital distributions, including dividends and stock repurchases, are subject to the approval of the Company’s Board of Directors and compliance with regulatory requirements.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31 | | | 273,451 | | | (a) | | | $36.08 | | | 13,451 | | | $1,330 | | |

| November 1-30 | | | 4,183 | | | | | | 37.20 | | | 4,183 | | | 1,330 | | |

| December 1-31 | | | 359,226 | | | | | | 45.31 | | | 359,226 | | | 1,314 | | |

| Total | | | 636,860 | | | (a) | | | $41.29 | | | 376,860 | | | $1,314 | | |

| --- | --- |

The Company does not expect to commence repurchasing its common stock until after its common equity tier 1 capital ratio approximates 9.0 percent, at which time the Company will assess its capital position relative to existing and proposed regulatory capital requirements.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31 | | | 130,208 | (a) | | $ | 42.71 | | | | 10,208 | | | $ | 1,389 | |

| November 1-30 | | | 37,105 | (b) | | | 43.00 | | | | 7,105 | | | | 1,388 | |

| December 1-31 | | | 294,684 | | | | 43.30 | | | | 294,684 | | | | 1,376 | |

| Total | | | 461,997 | (c) | | $ | 43.10 | | | | 311,997 | | | $ | 1,376 | |

| *(b)* | *Includes 30,000 shares of common stock purchased, at an average price per share of $42.98, in open-market transactions by USBNA in its capacity as trustee of the U.S. Bank 401(k) Savings Plan.* |

| *(c)* | *Includes 150,000 shares of common stock purchased, at an average price per share of $42.87, in open-market transactions by USBNA in its capacity as trustee of the U.S. Bank 401(k) Savings Plan.* |

| --- | --- |

Information in response to this Item 8 can be found in the [removed: 2022] [added: 2023] Annual Report on pages [removed: 65] [added: 64] to 139 under the headings “Report of Management,” “Report of Independent Registered Public Accounting Firm,” “Report of Independent Registered Public Accounting Firm,” “U.S. Bancorp Consolidated Balance Sheet,” “U.S. Bancorp Consolidated Statement of Income,” “U.S. Bancorp Consolidated Statement of Comprehensive Income,” “U.S. Bancorp Consolidated Statement of Shareholders’ Equity,” “U.S. Bancorp Consolidated Statement of Cash Flows,” “Notes to Consolidated Financial Statements,” “U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited)” and “U.S. Bancorp Supplemental Financial Data [removed: (Unaudited)”.][added: (Unaudited).” That information is incorporated into this report by reference.]

The consolidated financial statements included in the 2023 Annual Report reflect a correction of a transposition error of the previously reported December 31, 2022 carrying amount of loans in Note 22.

The correct amount was reflected in the Consolidated Balance Sheet and other disclosures of the carrying amount of loans in the Company's previously reported consolidated financial statements as of and for the year ended December 31, 2022.

The correction in Note 22 had no other impact on the consolidated financial statements.

| --- | --- |

That information is incorporated into this report by reference.

| --- | --- |

Information in response to this Item 9A can be found in the [removed: 2022] [added: 2023] Annual Report on page [removed: 64] [added: 63] under the heading “Controls and Procedures” and on pages [removed: 65] [added: 64] and [removed: 69] [added: 65] under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm.” That information is incorporated into this report by reference.

| --- | --- |

| --- | --- |

[removed: PART III][added: PART III]

| --- | --- |

[removed: Code] [added: Code] of Ethics and Business [removed: Conduct][added: Conduct]

Information About the Company’s Managing [removed: Committee(1)][added: Committee1]

[removed: *Andrew Cecere*][added: Andrew Cecere]

Mr. Cecere, [removed: 62,] [added: 63,] has served as President of U.S. Bancorp since January 2016, Chief Executive Officer since April 2017 and Chairman since April 2018.

[removed: *Souheil] [added: Souheil] S.

[removed: Badran*][added: Badran]

Mr. Badran, [removed: 58,] [added: 59,] has served in this position since joining U.S. Bancorp in December 2022.

[removed: *Elcio] [added: Elcio] R.T. [removed: Barcelos*][added: Barcelos]

Mr. Barcelos, [removed: 52,] [added: 53,] has served in this position since joining U.S. Bancorp in September 2020.

[removed: | *(1)* |] [added: *1*] *This section includes the biographies of the members of the Managing Committee of U.S. Bancorp. [removed: Each member of the Managing Committee, except for Gregory G. Cunningham, Venkatachari Dilip and Dominic V. Venturo, is deemed to be an executive officer of U.S. Bancorp.* |]

[removed: *James] [added: James] L.

[removed: Chosy*][added: Chosy]

Mr. Chosy, [removed: 59,] [added: 60,] has served in this position since March 2013.

He also served as Corporate Secretary of U.S. Bancorp from [added: June 2022 until December 2023 and from] March 2013 until April 2016.

[removed: *Gregory] [added: Gregory] G.

[removed: Cunningham*][added: Cunningham]

Mr. Cunningham, [removed: 59,] [added: 60,] has served in this position since July 2020.

From July 2019 until July 2020, he served as Senior Vice President and Chief Diversity Officer of U.S. Bancorp, having served as Vice President of Customer Engagement of U.S. Bancorp from October [removed: 2015, when he joined U.S. Bancorp, until July 2019.]

Mr. Dilip is [added: Senior] Executive Vice President and [removed: Global] Chief Information and Technology Officer of U.S. Bancorp.

Mr. [removed: Dilip, 63,] [added: Dolan, 62,] has served in this position since September [removed: 2018, when he joined U.S. Bancorp.][added: 2023.]

[removed: *Terrance] [added: Terrance] R.

[removed: Dolan*][added: Dolan]

Mr. Dolan is Vice Chair and Chief [removed: Financial] [added: Administration] Officer of U.S. Bancorp.

Mr. [removed: Dolan, 61,] [added: Runkel, 47,] has served in this position since August [removed: 2016.][added: 2021.]

[removed: *Gunjan Kedia*][added: Gunjan Kedia]

Ms. Kedia is Vice Chair, [removed: Wealth Management] [added: Wealth, Corporate, Commercial] and [removed: Investment Services,] [added: Institutional Banking,] of U.S. Bancorp.

Ms. Kedia, [removed: 52,] [added: 53,] has served in this position since [removed: joining U.S. Bancorp in December 2016.][added: June 2023.]

Mr. [removed: Kelligrew, 57,] [added: Philipson, 45,] has served in this position since [removed: January 2016.][added: April 2023.]

[removed: *Shailesh] [added: Shailesh] M.

[removed: Kotwal*][added: Kotwal]

Mr. Kotwal, [removed: 58,] [added: 59,] has served in this position since joining U.S. Bancorp in March 2015.

[removed: Ms. Quinn is] [added: From August 2016 to August 2023, he served as] Vice Chair and Chief [removed: Administrative] [added: Financial] Officer of U.S. Bancorp.

Ms. [removed: Quinn, 58,] [added: Richard, 55,] has served in this position since [removed: April 2017.][added: October 2018.]

[removed: From September 2013 to April 2017, she] [added: She] served as Executive Vice President and Chief [removed: Strategy and Reputation] [added: Operational Risk] Officer of U.S. Bancorp [removed: and has served on U.S. Bancorp’s Managing Committee since] [added: from] January [removed: 2015.]

[removed: *Jodi] [added: Jodi] L.

[removed: Richard*][added: Richard]

[removed: She served as Executive Vice President and Chief Operational Risk Officer of U.S. Bancorp from January] 2018 until October 2018, having served as Senior Vice President and Chief Operational Risk Officer from 2014 until January 2018.

[removed: *Mark] [added: Mark] G.

[removed: Runkel*][added: Runkel]

Mr. [removed: Runkel, 46,] [added: Venturo, 57,] has served in this position since [removed: August 2021.][added: July 2020.]

Each member of the Managing Committee, except for Gregory G.

Cunningham, Revathi N.

Dominski, Stephen L.

Philipson and Dominic V.

Venturo, is deemed to be an executive officer of U.S. Bancorp.*

2015, when he joined U.S. Bancorp, until July 2019.

Venkatachari Dilip

Mr. Dilip, 64, previously was an Executive Vice President from September 2018 to April 2023 and has served as Chief Information and Technology Officer since September 2018, when he joined U.S. Bancorp.

Revathi N.

Dominski

Ms. Dominski is Senior Executive Vice President and Chief Social Responsibility Officer of U.S. Bancorp and President of the U.S. Bank Foundation.

Ms. Dominski, 53, has served as Senior Executive Vice President and Chief Social Responsibility Officer since April 2023.

She joined U.S. Bancorp in June 2015 as President of the U.S. Bank Foundation and Senior Vice President of Corporate Social Responsibility.

Before joining U.S. Bancorp, Ms. Dominski spent 21 years with Target Corporation in leadership positions including sourcing, merchandising, merchandise planning and operations before moving to Target's Corporate Social Responsibility team, where she served as Senior Director of Education and Community Relations.

From December 2016 to June 2023, she served as Vice Chair, Wealth Management and Investment Services, of U.S. Bancorp.

Stephen L.

Philipson

Mr. Philipson is Senior Executive Vice President and Head of Global Markets and Specialized Finance of U.S. Bancorp.

From October 2017 to April 2023, he served as head of Fixed Income and Capital Markets.

Previously, he led Credit & Municipal Fixed Income at U.S. Bank and, prior to that, held roles in fixed income and capital markets at Wachovia/Wells Fargo Securities and Morgan Stanley.

John C.

Stern

Mr. Stern is Senior Executive Vice President and Chief Financial Officer of U.S. Bancorp.

Mr. Stern, 46, has served as Senior Executive Vice President since April 2023 and Chief Financial Officer since September 2023.

He also served as Head of Finance from May 2023 to August 2023.

He served as Executive Vice President from July 2013 through April 2023.

From May 2021 until May 2023, he served as President of the Global Corporate Trust and Custody business of U.S. Bancorp.

Previously, he served as Treasurer from July 2013 to May 2021 and has held various other leadership positions in his nearly 25 years at U.S. Bancorp.

| --- | --- |

*Vankatachari Dilip*

*James B.

Kelligrew*

Mr. Kelligrew is Vice Chair, Corporate and Commercial Banking, of U.S. Bancorp.

From March 2014 until December 2015, he served as Executive Vice

President, Fixed Income and Capital Markets, of U.S. Bancorp, having served as Executive Vice President, Credit Fixed Income, of U.S. Bancorp from May 2009 to March 2014.

Prior to that time, he held various leadership positions with Wells Fargo Securities from 2003 to 2009.

*Katherine B.

Quinn*

From September 2010 until January 2013, she served as Chief Marketing Officer of WellPoint, Inc. (now known as Anthem, Inc.), having served as Head of Corporate Marketing of WellPoint from July 2005 until September 2010.

Ms. Richard, 54, has served in this position since October 2018.

*Jeffry H. von Gillern*

Mr. von Gillern is Vice Chair, Technology and Operations Services, of U.S. Bancorp.

Mr. von Gillern, 57, 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.

Mr. Welsh, 57, has served in this position since March 2019.

Additional information in response to this Item 10 can be found in the Proxy Statement under the headings “Proposal.

| --- | --- |

[removed: Additional information] [added: Information] in response to this Item 12 can be found in the Proxy Statement under the [removed: heading] [added: headings "Equity compensation plan information" and] “Security [removed: Ownership] [added: ownership] of [removed: Certain Beneficial Owners] [added: certain beneficial owners] and [removed: Management.”] [added: management.”] That information is incorporated into this report by reference.

| --- | --- |

Equity Compensation Plan Information

The following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, 2022:

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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) | | |

| Equity Compensation Plans Approved by Security Holders | | | | | | | | | | | 20,299,639 | (3) |

| Stock Options | | | 3,253,090 | (1) | | $ | 44.42 | | | | | |

| Restricted Stock Units and Performance-Based Restricted Stock Units | | | 6,952,232 | (2) | | | \- | | | | | |

| Equity Compensation Plans Not Approved by Security Holders | | | 372,941 | (4) | | | \- | | | | \- | |

| Total | | | 10,578,263 | | | | | | | | 20,299,639 | |

| *(1)* | *Includes shares of the Company’s common stock underlying stock options granted under the U.S. Bancorp 2015 Stock Incentive Plan (the “2015 Plan”) and the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”).* |

| *(2)* | *Includes shares of the Company’s common stock underlying performance-based restricted stock units (awarded to the members of the Company’s Managing Committee and settled in shares of the Company’s common stock on a one-for-one basis) and restricted stock units (settled in shares of the Company’s common stock on a one-for-one basis) under the 2015 Plan, the 2007 Plan and the U.S. Bancorp 2001 Stock Incentive Plan. No exercise price is paid upon vesting, and thus, no exercise price is included in the table.* |

| *(3)* | *The 20,299,639 shares of the Company’s common stock available for future issuance are reserved under the 2015 Plan. Future awards under the 2015 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock awards, or other stock-based awards.* |

| *(4)* | *These shares of the Company’s common stock are issuable pursuant to various current and former deferred compensation plans of U.S. Bancorp and its predecessor entities. No exercise price is paid when shares are issued pursuant to the deferred compensation plans.* |

*The deferred compensation plans allow non-employee directors and members of senior management to defer all or part of their compensation until the earlier of retirement or termination of employment.

The deferred compensation is deemed to be invested in one of several investment alternatives at the option of the participant, including shares of U.S. Bancorp common stock.

Deferred compensation deemed to be invested in U.S. Bancorp stock will be received in the form of shares of U.S. Bancorp common stock at the time of distribution, unless the Company chooses cash payment.*

*The 372,941 shares included in the table assume that participants in the plans whose deferred compensation had been deemed to be invested in the Company’s common stock had elected to receive all of that deferred compensation in shares of the Company’s common stock on December 31, 2022.

The U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) are the Company’s only deferred compensation plans under which compensation may currently be deferred.*

Additional Information

| --- | --- |

[removed: PART IV][added: PART IV]

| --- | --- |

List of documents filed as part of this [removed: report][added: report:]

Financial [removed: Statements][added: Statements]

[removed: | | • | |] [added: -] Report of Management [removed: |]

[removed: | | • | |] [added: -] Report of Independent Registered Public Accounting Firm on the Financial Statements [removed: |]

[removed: | | • | |] [added: -] Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting [removed: |]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Balance Sheet as of December 31, [removed: 2022] [added: 2023] and [removed: 2021 |][added: 2022]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, [removed: 2022 |][added: 2023]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Statement of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2022 |][added: 2023]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, [removed: 2022 |][added: 2023]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2022 |][added: 2023]

[removed: | | • | |] [added: -] Notes to Consolidated Financial Statements [removed: |]

[removed: | | • | |] [added: -] U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited) [removed: |]

[removed: | | • | |] [added: -] U.S. Bancorp Supplemental Financial Data (Unaudited) [removed: |]

Financial Statement [removed: Schedules][added: Schedules]

[removed: Exhibits][added: Exhibits]

| [removed: (1)3.1] [added: (1)3.1] | | [added: |] [Restated Certificate of Incorporation. Filed as Exhibit 3.4 to Form 8-K filed on April 20, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/36104/000119312522111240/d308913dex34.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/36104/000119312522111240/d308913dex34.htm)] | [added: | |]

| [removed: (1)3.2] [added: (1)3.2] | | [added: |] [Amended and Restated Bylaws. Filed as Exhibit 3.1 to Form 8-K filed on [removed: April 20, 2021.](http://www.sec.gov/Archives/edgar/data/36104/000119312521122822/d171700dex31.htm)] [added: October 19, 2023.](https://www.sec.gov/Archives/edgar/data/36104/000119312523259270/d331850dex31.htm)] | [added: | |]

| [removed: 4.1] [added: 4.1] | | [added: |] 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. | [added: | |]

| [removed: 4.2] [added: 4.2] | | [added: |] [Description of U.S. Bancorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000119312523050691/d410791dex42.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-42xdescriptionofregiste.htm)] | [added: | |]

| [removed: (1)10.0] [added: (1)10.0] | | [removed: [Registration] [added: | [Amended and Restated Registration] Rights Agreement, dated [removed: December 1, 2022,] [added: August 3, 2023,] by and between U.S. Bancorp and MUFG Bank, Ltd. Filed as Exhibit 10.1 to Form 8-K filed on [removed: December 1, 2022.](http://www.sec.gov/Archives/edgar/data/36104/000119312522296642/d766593dex101.htm)] [added: August 3, 2023.](https://www.sec.gov/Archives/edgar/data/36104/000119312523202506/d519927dex101.htm)] | [added: | |]

| [removed: (1)(2)10.1(a)] [added: (1)(2)10.1(a)] | | [added: |] [U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 10-K for the year ended December 31, [removed: 2001.](http://www.sec.gov/Archives/edgar/data/36104/000095013702000971/c66817ex10-1.txt)] [added: 2001.](https://www.sec.gov/Archives/edgar/data/36104/000095013702000971/c66817ex10-1.txt)] | [added: | |]

| [removed: (1)(2)10.1(b)] [added: (1)(2)10.1(b)] | | [added: |] [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, [removed: 2002.](http://www.sec.gov/Archives/edgar/data/36104/000095013403003243/c74004exv10w02.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/36104/000095013403003243/c74004exv10w02.htm).] | [added: | |]

| [removed: (1)(2)10.2] [added: (1)(2)10.2] | | [added: |] [U.S. Bancorp Annual Executive Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 16, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/36104/000119312519010595/d688570dex101.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/36104/000119312519010595/d688570dex101.htm)] | [added: | |]

| [removed: (1)(2)10.3] [added: (1)(2)10.3] | | [added: |] [U.S. Bancorp Executive Deferral Plan, as amended. Filed as Exhibit 10.7 to Form 10-K for the year ended December 31, [removed: 1999.](http://www.sec.gov/Archives/edgar/data/36104/000091205700008486/0000912057-00-008486.txt)] [added: 1999.](https://www.sec.gov/Archives/edgar/data/36104/000091205700008486/0000912057-00-008486.txt)] | [added: | |]

| [removed: (1)(2)(3)10.4] [added: (1)(2)(3)10.4] | | [added: |] [U.S. Bank Non-Qualified Retirement Plan. Filed as Exhibit 10.4 to Form 10-K for the year ended December 31, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex104.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex104.htm)] | [added: | |]

| [removed: (1)(2)10.5(a)] [added: (1)(2)10.5(a)] | | [added: |] [U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.18 to Form 10-K for the year ended December 31, [removed: 2003.](http://www.sec.gov/Archives/edgar/data/36104/000095013404002667/c82279exv10w18.htm)] [added: 2003.](https://www.sec.gov/Archives/edgar/data/36104/000095013404002667/c82279exv10w18.htm)] | [added: | |]

| [removed: (1)(2)10.5(b)] [added: (1)(2)10.5(b)] | | [added: |] [2011 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.9(b) to Form 10-K for the year ended December 31, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex109b.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex109b.htm)] | [added: | |]

| [removed: (1)(2)10.6] [added: (1)(2)10.6] | | [added: |] [U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement). Filed as Exhibit 4.1 to Form S-8 filed on November 2, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm).] | [added: | |]

| [removed: (1)(2)10.7(a)] [added: (1)(2)10.7(a)] | | [added: |] [U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.19 to Form 10-K for the year ended December 31, [removed: 2003.](http://www.sec.gov/Archives/edgar/data/36104/000095013404002667/c82279exv10w19.htm)] [added: 2003.](https://www.sec.gov/Archives/edgar/data/36104/000095013404002667/c82279exv10w19.htm)] | [added: | |]

| [removed: (1)(2)10.7(b)] [added: (1)(2)10.7(b)] | | [added: |] [2011 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.11(b) to Form 10-K for the year ended December 31, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex1011b.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex1011b.htm)] | [added: | |]

| [removed: (1)(2)10.8(a)] [added: (1)(2)10.8(a)] | | [added: |] [U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit 10.1 to Form 8-K filed on December 21, [removed: 2005.](http://www.sec.gov/Archives/edgar/data/36104/000095013405023611/c00943exv10w1.htm)] [added: 2005.](https://www.sec.gov/Archives/edgar/data/36104/000095013405023611/c00943exv10w1.htm)] | [added: | |]

| [removed: (1)(2)10.8(b)] [added: (1)(2)10.8(b)] | | [added: |] [First Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit 10.3(b) to Form 8-K filed on January 7, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w3wb.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w3wb.htm)] | [added: | |]

| [removed: (1)(2)10.8(c)] [added: (1)(2)10.8(c)] | | [added: |] [Second Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit 10.12(c) to Form 10-K for the year ended December 31, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex1012c.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/36104/000119312512075125/d261300dex1012c.htm)] | [added: | |]

| [removed: (1)(2)10.9(a)] [added: (1)(2)10.9(a)] | | [added: |] [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, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/36104/000095013404016891/c89012exv10w5.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/36104/000095013404016891/c89012exv10w5.htm)] | [added: | |]

| [removed: (1)(2)10.9(b)] [added: (1)(2)10.9(b)] | | [added: |] [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, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w5wb.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w5wb.htm)] | [added: | |]

| [removed: (1)(2)10.10] [added: (1)(2)10.10] | | [added: |] [U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 20, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/36104/000095012310036256/c99357exv10w1.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/36104/000095012310036256/c99357exv10w1.htm)] | [added: | |]

| [removed: (1)(2)10.11] [added: (1)(2)10.11] | | [added: |] [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, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/36104/000119312512015487/d283479dex102.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/36104/000119312512015487/d283479dex102.htm)] | [added: | |]

| [removed: (1)(2)10.12] [added: (1)(2)10.12] | | [added: |] [Form of Non-Qualified Stock Option Agreement for Executive Officers (as approved November 14, 2012) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 8-K filed on November 19, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/36104/000119312512475762/d441584dex102.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/36104/000119312512475762/d441584dex102.htm)] | [added: | |]

| [removed: (1)(2)10.13] [added: (1)(2)10.13] | | [added: |] [Form of Non-Qualified Stock Option Agreement for Executive Officers (as approved December 9, 2013) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 8-K filed on December 13, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/36104/000119312513473235/d642729dex102.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/36104/000119312513473235/d642729dex102.htm)] | [added: | |]

| [removed: (1)(2)10.14] [added: (1)(2)10.14] | | [added: |] [Form of Non-Qualified Stock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December 31, 2014. Filed as Exhibit 10.2 to Form 8-K filed on December 31, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/36104/000119312514457955/d844653dex102.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/36104/000119312514457955/d844653dex102.htm)] | [added: | |]

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| (1)2.1 | | [Share Purchase Agreement, dated as of September 21, 2021. Filed as Exhibit 2.1 to Form 8-K filed on September 24, 2021. *](http://www.sec.gov/Archives/edgar/data/36104/000110465921119329/tm2128006d2_ex2-1.htm) |

| (1)2.2 | | [Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022. Filed as Exhibit 2.1 to Form 10-Q for the quarterly period ended June 30, 2022. *](http://www.sec.gov/Archives/edgar/data/36104/000119312522212040/d322057dex21.htm) |

| * | The schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of the omitted schedules and similar attachments on a supplemental basis to the U.S. Securities and Exchange Commission or its staff, if requested. |

[removed: SIGNATURES][added: 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 [removed: 27, 2023,] [added: 20, 2024,] on its behalf by the undersigned, thereunto duly authorized.

| [added: | | |] U.S. BANCORP | | | [added: | | |]

| [added: | | |] By | | [added: |] /s/ ANDREW CECERE | [added: | |]

| | | [added: | | | |] Andrew Cecere | [added: | |]

| | | [added: | | | |] Chairman, President and Chief Executive Officer | [added: | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 27, 2023,] [added: 20, 2024,] by the following persons on behalf of the registrant and in the capacities indicated.

| [removed: Signature] [added: Signature] and [removed: Title] [added: Title] | [added: | |]

| /s/ ANDREW CECERE | [added: | |]

| Andrew Cecere, | [added: | |]

| Chairman, President and Chief Executive Officer, Director (principal executive officer) | [added: | |]

| [added: Senior Executive] Vice [removed: Chair] [added: President] and Chief Financial Officer (principal financial officer) | [added: | |]

| /s/ LISA R. STARK | [added: | |]

| Lisa R. Stark, | [added: | |]

| Executive Vice President and Controller (principal accounting officer) | [added: | |]

| WARNER L. BAXTER* | [added: | |]

| Warner L. Baxter, Director | [added: | |]

| DOROTHY J. BRIDGES* | [added: | |]

| Dorothy J. Bridges, Director | [added: | |]

| ELIZABETH L. BUSE* | [added: | |]

| Elizabeth L. Buse, Director | [added: | |]

| ALAN B. COLBERG* | [added: | |]

| Alan B. Colberg, Director | [added: | |]

| KIMBERLY N. ELLISON\-TAYLOR* | [added: | |]

| Kimberly N. Ellison-Taylor, Director | [added: | |]

| KIMBERLY J. HARRIS* | [added: | |]

| Kimberly J. Harris, Director | [added: | |]

| ROLAND A. HERNANDEZ* | [added: | |]

| Roland A. Hernandez, Director | [added: | |]

| RICHARD P. MCKENNEY* | [added: | |]

| Richard P. McKenney, Director | [added: | |]

| YUSUF I. MEHDI* | [added: | |]

| Yusuf I. Mehdi, Director | [added: | |]

| LORETTA E. REYNOLDS* | [added: | |]

| Loretta E. Reynolds, Director | [added: | |]

| JOHN P. WIEHOFF* | [added: | |]

| John P. Wiehoff, Director | [added: | |]

| SCOTT W. WINE* | [added: | |]

| Scott W. Wine, Director | [added: | |]

[removed: | * | *Andrew] [added: Andrew] Cecere, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.* [removed: |]

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| /s/ JOHN C. STERN | | |

| John C. Stern, | | |

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| | | | | | | Andrew Cecere | | |

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| /s/ TERRANCE R. DOLAN |

| Terrance R. Dolan, |

| OLIVIA F. KIRTLEY* |

| Olivia F. Kirtley, Director |