USB 10-K Annual Report Dec. 31, 2022 | Alphaminr
US BANCORP \DE\

USB 10-K Fiscal year ended Dec. 31, 2022

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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(1)2.1 Share Purchase Agreement, dated as of September21, 2021. Filed as Exhibit 2.1 to Form8-Kfiled on September24, 2021. * (1)2.2 Amendment No.1 to the Share Purchase Agreement, dated as of May10, 2022. Filed as Exhibit 2.1 to Form10-Qfor the quarterly period ended June30, 2022. * (1)3.1 Restated Certificate of Incorporation. Filed as Exhibit 3.4 to Form8-Kfiled on April20, 2022. (1)3.2 Amended and Restated Bylaws. Filed as Exhibit 3.1 to Form8-Kfiled on April20, 2021. 4.2 Description of U.S. Bancorps Securities Registered Pursuant to Section12 of the Securities Exchange Act of 1934. (1)10.0 Registration Rights Agreement, dated December1, 2022, by and between U.S. Bancorp and MUFG Bank, Ltd. Filed as Exhibit 10.1 to Form8-Kfiled on December1, 2022. (1)(2)10.1(b) Amendment No.1 to U.S. Bancorp 2001 Stock Incentive Plan. Filed as Exhibit 10.2 to Form10-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)(3)10.4 U.S. BankNon-QualifiedRetirement Plan. Filed as Exhibit 10.4 to Form10-Kfor the year ended December31, 2020. (1)(2)10.5(a) U.S. Bancorp Executive Employees Deferred Compensation Plan. Filed as Exhibit 10.18 to Form10-Kfor the year ended December31, 2003. (1)(2)10.5(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)10.6 U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement). Filed as Exhibit 4.1 to FormS-8filed on November2, 2022. (1)(2)10.7(a) U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed as Exhibit 10.19 toForm10-Kfor the year ended December31, 2003. (1)(2)10.7(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)10.8(a) U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit10.1 to Form8-Kfiled on December21, 2005. (1)(2)10.8(b) First Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit 10.3(b) to Form8-Kfiled on January7, 2009. (1)(2)10.8(c) Second Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Filed as Exhibit 10.12(c) to Form10-Kfor the year ended December31, 2011. (1)(2)10.9(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)10.9(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)10.10 U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 toForm8-Kfiled on April20, 2010. (1)(2)10.11 Form ofNon-QualifiedStock Option Agreement for Executive Officers (as approved January16, 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)10.12 Form ofNon-QualifiedStock Option Agreement for Executive Officers (as approved November14, 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)10.13 Form ofNon-QualifiedStock Option Agreement for Executive Officers (as approved December9, 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)10.14 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)10.15 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 toForm10-Q/Afor the quarterly period ended September30, 2007. (1)(2)10.16 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)10.17 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)10.18 U.S. Bancorp 2015 Stock Incentive Plan. Filed as Exhibit 10.1 to Form8-Kfiled on April23, 2015. (1)(2)10.19 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 to Form8-Kfiled on April23, 2015. (1)(2)10.20 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)10.21 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 Exhibit10.2 to Form8-Kfiled on April23, 2015. (1)(2)10.22 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)10.23 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2019). Filed as Exhibit10.34 to Form10-Kfor the year ended December31, 2018. (1)(2)10.24 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made January1, 2018 June30, 2018). Filed as Exhibit 10.40 to Form10-Kfor the year ended December31, 2017. (1)(2)10.25 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made July1, 2018 December31, 2019). Filed as Exhibit 10.1 to Form10-Qfor the quarterly period ended June30, 2018. (1)(2)10.26 Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2020). Filed as Exhibit10.36 to Form10-Kfor the year ended December31, 2019. (1)(2)10.27 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2020). Filed as Exhibit 10.37 toForm10-Kfor the year ended December31, 2019. (1)(2)10.28 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, 2021). Filed as Exhibit 10.30 to Form10-Kfor the year ended December31, 2020. (1)(2)10.29 Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January1, 2021). Filed as Exhibit 10.31 to Form10-Kfor the year ended December31, 2020. 13 2022 Annual Report, pages 21 through 158. 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.