USB 10-K Annual Report Dec. 31, 2018 | Alphaminr
US BANCORP \DE\
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USB 10-K Fiscal year ended Dec. 31, 2018

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US BANCORP \DE\
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

(1)3.1 Restated Certificate of Incorporation, as amended. Filed as Exhibit 3.1 to Form10-Qfor the quarterly period ended September30, 2018. (1)3.2 Amended and Restated Bylaws. Filed as Exhibit 3.1 to Form8-Kfiled on January20, 2016. (1)(2)10.1(b) Amendment No.1 to U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.2 toForm 10-Kfor the year ended December31, 2002. (1)(2)10.2 U.S. Bancorp Annual Executive Incentive Plan. Filed as Exhibit 10.1 to Form8-Kfiled on January16, 2019. (1)(2)10.5(a) U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.16 to Form10-Kfor the year ended December31, 2002. (1)(2)10.5(b) First, Second and Third Amendments of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.17 to Form10-Kfor the year ended December31, 2003. (1)(2)10.5(c) Fourth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1 to Form8-Kfiled on December23, 2004. (1)(2)10.5(d) Fifth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.2 to Form10-Qfor the quarterly period ended March31, 2005. (1)(2)10.5(e) Sixth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1 to Form8-Kfiled on October20, 2005. (1)(2)10.5(f) Seventh Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1(g) to Form8-Kfiled on January7, 2009. (1)(2)10.5(g) Eighth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1(h) to Form8-Kfiled on January7, 2009. (1)(2)10.5(h) Ninth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1(i) to Form8-Kfiled on January7, 2009. (1)(2)10.5(i) Tenth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.1(j) to Form8-Kfiled on January7, 2009. (1)(2)10.5(j) Eleventh Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.11(k) to Form10-Kfor the year ended December31, 2009. (1)(2)10.5(k) Twelfth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.11(l) to Form10-Kfor the year ended December31, 2010. (1)(2)10.5(l) Thirteenth Amendment of U.S. BancorpNon-QualifiedExecutive Retirement Plan. Filed as Exhibit 10.6(l) to Form10-Kfor the year ended December31, 2013. (1)(2)10.6(a) U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.18 to Form10-Kfor the year ended December31, 2003. (1)(2)10.6(b) 2011 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.9(b) to Form10-Kfor the year ended December31, 2011. (1)(2)10.7(a) U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.2 to Form8-Kfiled on December21, 2005. (1)(2)10.7(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 Form8-Kfiled on January7, 2009. (1)(2)10.7(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 Form10-Kfor the year ended December31, 2010. (1)(2)10.7(d) Third Amendment of U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.10(d) to Form10-Kfor the year ended December31, 2011. (1)(2)10.8(a) U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.19 to Form10-Kfor the year ended December31, 2003. (1)(2)10.8(b) 2011 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.11(b) to Form10-Kfor the year ended December31, 2011. (1)(2)10.9(a) U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.1 to Form8-Kfiled on December21, 2005. (1)(2)10.9(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 Form8-Kfiled on January7, 2009. (1)(2)10.9(c) Second Amendment of U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.12(c) to Form10-Kfor the year ended December31, 2011. (1)(2)10.10(a) Form of Director Restricted Stock Unit Award Agreement under U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.5 to Form10-Qfor the quarterly period ended September30, 2004. (1)(2)10.10(b) Form of Amendment to Director Restricted Stock Unit Award Agreements under U.S. Bancorp 2001 Stock Incentive Plan dated as of December31, 2008. Filed as Exhibit 10.5(b) to Form8-Kfiled on January7, 2009. (1)(2)10.11 U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form8-Kfiled on April20, 2010. (1)(2)10.12 Form of 2007Non-QualifiedStock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form8-Kfiled on April18, 2007. (1)(2)10.13 Form ofNon-QualifiedStock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2008. Filed as Exhibit 10.8(a) to Form8-Kfiled on January7, 2009. (1)(2)10.14 Form ofNon-QualifiedStock 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 Form8-Kfiled on January18, 2012. (1)(2)10.15 Form ofNon-QualifiedStock 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 Form8-Kfiled on November19, 2012. (1)(2)10.16 Form ofNon-QualifiedStock 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 Form8-Kfiled on December13, 2013. (1)(2)10.17 Form ofNon-QualifiedStock Option Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2014. Filed as Exhibit 10.2 to Form8-Kfiled on December31, 2014. (1)(2)10.18 Form of Restricted Stock Award Agreement for Executive Officers under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2008. Filed as Exhibit 10.9(a) to Form8-Kfiled on January7, 2009. (1)(2)10.19 Form of Restricted Stock Award Agreement under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form10-Qfiled for the quarterly period ended September30, 2012. (1)(2)10.20 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 December31, 2008. Filed as Exhibit 10.10(a) to Form8-Kfiled on January7, 2009. (1)(2)10.21 Form of Restricted Stock Unit Award Agreement under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2013. Filed as Exhibit 10.27 toForm10-Kfor the year ended December31, 2013. (1)(2)10.22 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 December31, 2014. Filed as Exhibit 10.1 to Form8-Kfiled on December31, 2014. (1)(2)10.23 Form of 2007 Restricted Stock Unit Award Agreement forNon-EmployeeDirectors under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form10-Q/Afor the quarterly period ended September30, 2007. (1)(2)10.24 Form of Restricted Stock Unit Award Agreement forNon-EmployeeDirectors under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2008. Filed as Exhibit 10.11(a) to Form8-Kfiled on January7, 2009. (1)(2)10.25 Form of Restricted Stock Unit Award Agreement forNon-EmployeeDirectors under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan to be used after December31, 2013. Filed as Exhibit 10.37 to Form10-Kfor the year ended December31, 2013. (1)(2)10.26 U.S. Bancorp 2015 Stock Incentive Plan. Filed as Exhibit 10.1 to Form8-Kfiled on April 23, 2015. (1)(2)10.27 Form of Stock Option Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (in use for grants made through 2016). Filed as Exhibit 10.4 toForm8-Kfiled on April23, 2015. (1)(2)10.28 Form of Stock Option Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2017). Filed as Exhibit 10.44 to Form10-Kfor the year ended December31, 2016. (1)(2)10.29 Form of Restricted Stock Unit Award Agreement forNon-EmployeeDirectors under U.S. Bancorp 2015 Stock Incentive Plan (in use for grants made through 2016). Filed as Exhibit 10.2 to Form8-Kfiled on April23, 2015. (1)(2)10.30 Form of Restricted Stock Unit Award Agreement forNon-EmployeeDirectors under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2017). Filed as Exhibit 10.42 to Form10-Kfor the year ended December31, 2016. (1)(2)10.31 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (in use for grants made through 2016). Filed as Exhibit 10.3 to Form8-Kfiled on April23, 2015. (1)(2)10.32 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2017). Filed as Exhibit 10.43 to Form10-Kfor the year ended December31, 2016. (1)(2)10.33 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2018). Filed as Exhibit 10.39 to Form10-Kfor the year ended December31, 2017. (2)10.34 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2019). (1)(2)10.35 Form of Restricted Stock Unit Agreement used for December 2016 grant to Gunjan Kedia under U.S. Bancorp 2015 Stock Incentive Plan. Filed as Exhibit 10.41 to Form10-Kfor the year ended December31, 2016. (1)(2)10.36 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2018). Filed as Exhibit 10.40 to Form10-Kfor the year ended December31, 2017. (1)(2)10.37 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after July1, 2018). Filed as Exhibit 10.1 to Form10-Qfor the quarterly period ended June30, 2018. (1)10.38 Deferred Prosecution Agreement, dated February 13, 2018, between U.S. Bancorp and the United States Attorneys Office for the Southern District of New York. Filed as Exhibit10.1 to Form8-Kfiled on February15, 2018. (1)10.39 Consent Order and Stipulation and Consent to the Issuance of an Order for a Civil Money Penalty, dated February13, 2018, between U.S. Bank and the Office of the Comptroller of the Currency. Filed as Exhibit10.2 toForm8-Kfiled on February15, 2018. (1)10.40 Stipulation and Order of Settlement and Dismissal, dated February 15, between U.S. Bank and the Financial Crimes Enforcement Network. Filed as Exhibit10.3 to Form8-Kfiled on February15, 2018. (1)10.41 Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent Pursuant to the Federal Deposit Insurance Act, Amended, dated February14, among U.S. Bancorp, USB Americas Holding Company and the Board of Governors of the Federal Reserve System. Filed as Exhibit10.4 to Form8-Kfiled on February15, 2018. 13 2018 Annual Report, pages 21 through 157. 21 Subsidiaries of the Registrant. 23 Consent of Ernst& Young LLP. 24 Power of Attorney. 31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer pursuant to Rule13a-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.