800 Nicollet Mall, Minneapolis, Minnesota 55402
(Address of principal executive
offices) (Zip Code)
(651) 446-3000
(Registrant’s telephone
number, including area code)
Securities registered pursuant to
Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
As of June 30, 2009, the aggregate market value of the
registrant’s common stock held by non-affiliates of the
registrant was $34.3 billion based on the closing sale
price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest
practicable date.
DOCUMENTS
INCORPORATED BY REFERENCE
PART I
Information in response to this Item 1 can be found in our
2009 Annual Report on pages 129 to 130 under the headings
“General Business Description,”
“Competition,” “Government Policies” and
“Supervision and Regulation”; on pages 20 to 21
under the heading “Acquisitions”; on pages 57 to 61
under the heading “Line of Business Financial Review”;
and on page 130 under the heading “Website Access to
SEC Reports.” That information is incorporated into this
report by reference.
Information in response to this Item 1A can be found in our
2009 Annual Report on pages 130 to 136 under the heading
“Risk Factors.” That information is incorporated into
this report by reference.
None.
U.S. Bancorp and its significant subsidiaries occupy
headquarter offices under a long-term lease in Minneapolis,
Minnesota. The Company also leases seven freestanding operations
centers in Cincinnati, Denver, Milwaukee, Minneapolis, Portland
and St. Paul. The Company owns 11 principal operations
centers in Cincinnati,
Coeur d’Alene, Fargo, Milwaukee, Olathe, Owensboro,
Portland, St. Louis and St. Paul. At December 31,
2009, the Company’s subsidiaries owned and operated a total
of 1,955 facilities and leased an additional 1,521 facilities,
all of which are well maintained. The Company believes its
current facilities are adequate to meet its needs. Additional
information with respect to premises and equipment is presented
in Notes 9 and 22 of the Notes to Consolidated Financial
Statements included in our 2009 Annual Report. That information
is incorporated into this report by reference.
Capital
Covenants
The Company has entered into several transactions involving the
issuance of capital securities (“Capital Securities”)
by Delaware statutory trusts formed by the Company (the
“Trusts”), the issuance by the Company of preferred
stock (“Preferred Stock”) or the issuance by an
indirect subsidiary of U.S. Bank National Association of
preferred stock exchangeable for the Company’s Preferred
Stock under certain circumstances (“Exchangeable Preferred
Stock”). Simultaneously with the closing of each of those
transactions, the Company entered into a replacement capital
covenant (each, a “Replacement Capital Covenant” and
collectively, the “Replacement Capital Covenants”) for
the benefit of persons that buy, hold or sell a specified series
of long-term indebtedness of the Company or U.S. Bank
National Association (the “Covered Debt”). Each of the
Replacement Capital Covenants provides that neither the Company
nor any of its subsidiaries (including any of the Trusts) will
repay, redeem or purchase any of the Preferred Stock,
Exchangeable Preferred Stock or the Capital Securities and the
securities held by the Trust (the “Other Securities”),
as applicable, on or before the date specified in the applicable
Replacement Capital Covenant, with certain limited exceptions,
except to the extent that, during the 180 days prior to the
date of that repayment, redemption or purchase, the Company has
received proceeds from the sale of qualifying securities that
(i) have equity-like characteristics that are the same as,
or more equity-like than, the applicable characteristics of the
Preferred Stock, the Exchangeable Preferred Stock, the Capital
Securities or Other Securities, as applicable, at the time of
repayment, redemption or purchase, and (ii) the Company has
obtained the prior approval of the
Federal Reserve Board, if such approval is then required by the
Federal Reserve Board or, in the case of the Exchangeable
Preferred Stock, the approval of the Office of the Comptroller
of the Currency.
The Company will provide a copy of any Replacement Capital
Covenant to a holder of the relevant Covered Debt. For copies of
any of these documents, holders should write to Investor
Relations, U.S. Bancorp, 800 Nicollet Mall, Minneapolis,
Minnesota 55402, or call
(866) 775-9668.
The following table identifies the (i) closing date for
each transaction, (ii) issuer, (iii) series of Capital
Securities, Preferred Stock or Exchangeable Preferred Stock
issued in the relevant transaction, (iv) Other Securities,
if any, and (v) applicable Covered Debt.
12/29/05
3/17/06
3/27/06
4/12/06
8/30/06
12/22/06
2/1/07
3/17/08
PART II
On December 9, 2008, the Company announced its Board of
Directors had approved an authorization to repurchase
20 million shares of common stock through December 31,
2010. All shares repurchased during the fourth quarter of 2009
were repurchased under this authorization. The following table
provides a detailed analysis of all shares repurchased by the
Company during the fourth quarter of 2009:
Time Period
October 1-31
November 1-30
December 1-31
Total
Additional
Information
Additional information in response to this Item 5 can be
found in our 2009 Annual Report on pages 54 to 55 under the
heading “Capital Management”; and on page 128
under the heading “U.S. Bancorp Supplemental Financial
Data (Unaudited).” That information is incorporated into
this report by reference.
Information in response to this Item 6 can be found in our
2009 Annual Report on page 19 under the heading “Table
1 — Selected Financial Data.” That information is
incorporated into this report by reference.
Information in response to this Item 7 can be found in our
2009 Annual Report on pages 18 to 66 under the heading
“Management’s Discussion and Analysis.” That
information is incorporated into this report by reference.
Information in response to this Item 7A can be found in our
2009 Annual Report on pages 34 to 55 under the heading
“Corporate Risk Profile.” That information is
incorporated into this report by reference.
Information in response to this Item 8 can be found in our
2009 Annual Report on pages 67 to 128 under the headings
“Report of Management,” “Report of Independent
Registered Public Accounting Firm on the Consolidated Financial
Statements,” “Report of Independent Registered Public
Accounting Firm on Internal Control Over Financial
Reporting,” “U.S. Bancorp Consolidated Balance
Sheet,” “U.S. Bancorp Consolidated Statement of
Income,” “U.S. Bancorp Consolidated Statement of
Shareholders’ Equity,” “U.S. Bancorp
Consolidated Statement of Cash Flows,” “Notes to
Consolidated Financial Statements,” “U.S. Bancorp
Consolidated Balance Sheet — Five Year Summary
(Unaudited),” “U.S. Bancorp Consolidated
Statement of Income — Five Year Summary
(Unaudited),” “U.S. Bancorp Quarterly
Consolidated Financial Data (Unaudited),”
“U.S. Bancorp Consolidated Daily Average Balance Sheet
and Related Yields and Rates (Unaudited)” and
“U.S. Bancorp Supplemental Financial Data
(Unaudited).” That information is incorporated into this
report by reference.
Information in response to this Item 9A can be found in our
2009 Annual Report on page 66 under the heading
“Controls and Procedures” and on pages 67 and 69 under
the headings “Report of Management” and “Report
of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting.” That information is
incorporated into this report by reference.
PART III
Executive
Officers of the Registrant
Richard
K. Davis
Mr. Davis is Chairman, President and Chief Executive
Officer of U.S. Bancorp. Mr. Davis, 52, has served as
Chairman of U.S. Bancorp since December 2007, Chief
Executive Officer since December 2006 and President since
October 2004. He also served as Chief Operating Officer from
October 2004 until December 2006. From the time of the merger of
Firstar Corporation and U.S. Bancorp in February 2001 until
October 2004, Mr. Davis served as Vice Chairman of
U.S. Bancorp. From the time of the merger, Mr. Davis
was responsible for Consumer Banking, including Retail Payment
Solutions (card services), and he assumed additional
responsibility for Commercial Banking in 2003. Mr. Davis
has held management positions with the Company since joining
Star Banc Corporation, one of its predecessors, in 1993 as
Executive Vice President.
Jennie
P. Carlson
Ms. Carlson is Executive Vice President of
U.S. Bancorp. Ms. Carlson, 49, has served as Executive
Vice President, Human Resources since January 2002. Until that
time, she served as Executive Vice President, Deputy General
Counsel and Corporate Secretary of U.S. Bancorp since the
merger of Firstar Corporation and U.S. Bancorp in February
2001. From 1995 until the merger, she was General Counsel and
Secretary of Firstar Corporation and Star Banc Corporation.
Andrew
Cecere
Mr. Cecere is Vice Chairman and Chief Financial Officer of
U.S. Bancorp. Mr. Cecere, 49, has served as Chief
Financial Officer of U.S. Bancorp since February 2007, and
Vice Chairman since the merger of Firstar Corporation and
U.S. Bancorp in February 2001. From February 2001 until
February 2007 he was responsible for Wealth
Management & Securities Services. Previously, he had
served as an executive officer of the former U.S. Bancorp,
including as Chief Financial Officer from May 2000 through
February 2001.
William
L. Chenevich
Mr. Chenevich is Vice Chairman of U.S. Bancorp.
Mr. Chenevich, 66, has served as Vice Chairman of
U.S. Bancorp since the merger of Firstar Corporation and
U.S. Bancorp in February 2001, when he assumed
responsibility for Technology and Operations Services.
Previously, he served as Vice Chairman of Technology and
Operations Services of Firstar Corporation from 1999 to 2001.
Richard
C. Hartnack
Mr. Hartnack is Vice Chairman of U.S. Bancorp.
Mr. Hartnack, 64, has served in this position since April
2005, when he joined U.S. Bancorp to assume responsibility
for Consumer Banking. Prior to joining U.S. Bancorp, he
served as Vice Chairman of Union Bank of California from 1991 to
2005 with responsibility for Community Banking and Investment
Services.
Richard
J. Hidy
Mr. Hidy is Executive Vice President and Chief Risk Officer
of U.S. Bancorp. Mr. Hidy, 47, has served in these
positions since 2005. From 2003 until 2005, he served as Senior
Vice President and Deputy General Counsel of U.S. Bancorp,
having served as Senior Vice President and Associate General
Counsel of U.S. Bancorp and Firstar Corporation since 1999.
Joseph
C. Hoesley
Mr. Hoesley is Vice Chairman of U.S. Bancorp.
Mr. Hoesley, 55, has served as Vice Chairman of
U.S. Bancorp since June 2006. From June 2002 until June
2006, he served as Executive Vice President and National Group
Head of Commercial Real Estate at U.S. Bancorp, having
previously served as Senior Vice President and Group Head of
Commercial Real Estate at U.S. Bancorp since joining
U.S. Bancorp in 1992.
Pamela
A. Joseph
Ms. Joseph is Vice Chairman of U.S. Bancorp.
Ms. Joseph, 50, has served as Vice Chairman of
U.S. Bancorp since December 2004. Since November 2004, she
has been Chairman and Chief Executive Officer of Elavon Inc., a
wholly owned subsidiary of U.S. Bancorp. Prior to that
time, she had been President and Chief Operating Officer of
Elavon Inc. since February 2000.
Howell
D. McCullough III
Mr. McCullough is Executive Vice President and Chief
Strategy Officer of U.S. Bancorp and Head of
U.S. Bancorp’s Enterprise Revenue Office.
Mr. McCullough, 53, has served in these positions since
September 2007. From July 2005 until September 2007, he served
as Director of Strategy and Acquisitions of the Payment Services
business of U.S. Bancorp. He also served as Chief Financial
Officer of the Payment Services business from October 2006 until
September 2007. From March 2001 until July 2005, he served as
Senior Vice President and Director of Investor Relations at
U.S. Bancorp.
Lee R.
Mitau
Mr. Mitau is Executive Vice President and General Counsel
of U.S. Bancorp. Mr. Mitau, 61, has served in these
positions since 1995. Mr. Mitau also serves as Corporate
Secretary. Prior to 1995 he was a partner at the law firm of
Dorsey & Whitney LLP.
Joseph
M. Otting
Mr. Otting is Vice Chairman of U.S. Bancorp.
Mr. Otting, 52, has served in this position since April
2005, when he assumed responsibility for Commercial Banking.
Previously, he served as Executive Vice President, East
Commercial Banking Group of U.S. Bancorp from June 2003 to
April 2005. He served as Market President of U.S. Bank in
Oregon from December 2001 until June 2003.
P.W.
Parker
Mr. Parker is Executive Vice President and Chief Credit
Officer of U.S. Bancorp. Mr. Parker, 53, has served in
this position since October 2007. From March 2005 until October
2007, he served as Executive Vice President of Credit Portfolio
Management of U.S. Bancorp, having served as Senior Vice
President of Credit Portfolio Management of U.S. Bancorp
since January 2002.
Richard
B. Payne, Jr.
Mr. Payne is Vice Chairman of U.S. Bancorp.
Mr. Payne, 62, has served in this position since July 2006,
when he joined U.S. Bancorp to assume responsibility for
Corporate Banking. Prior to joining U.S. Bancorp, he served
as Executive Vice President for National City Corporation in
Cleveland, with responsibility for Capital Markets, from 2001 to
2006.
Diane
L. Thormodsgard
Ms. Thormodsgard is Vice Chairman of U.S. Bancorp.
Ms. Thormodsgard, 59, has served as Vice Chairman of
U.S. Bancorp since April 2007, when she assumed
responsibility for Wealth Management & Securities
Services. From 1999 until April 2007, she served as President of
Corporate Trust and Institutional Trust & Custody
services of U.S. Bancorp, having previously served as Chief
Administrative Officer of Corporate Trust at U.S. Bancorp
from 1995 to 1999.
Code of
Ethics and Business Conduct
We have adopted a Code of Ethics and Business Conduct that
applies to our principal executive officer, principal financial
officer and principal accounting officer. Our Code of Ethics and
Business Conduct can be found at www.usbank.com by
clicking on “About U.S. Bancorp” and then
“Corporate Governance.” We intend to satisfy the
disclosure requirements under Item 5.05 of
Form 8-K
regarding amendments to, or waivers from, certain provisions of
the Code of Ethics and Business Conduct that apply to our
principal executive officer, principal financial officer and
principal accounting officer by posting such information on our
website, at the address and location specified above.
Additional information in response to this Item 10 can be
found in our Proxy Statement under the headings
“Section 16(a) Beneficial Ownership Reporting
Compliance,” “Proposal 1 — Election of
Directors” and “Board Meetings and Committees.”
That information is incorporated into this report by reference.
Information in response to this Item 11 can be found in our
Proxy Statement under the headings “Executive
Compensation” and “Director Compensation.” That
information is incorporated into this report by reference.
Information in response to this Item 12 can be found in our
Proxy Statement under the headings “Security Ownership of
Certain Beneficial Owners and Management” and “Equity
Compensation Plan Information.” That information is
incorporated into this report by reference.
Information in response to this Item 13 can be found in our
Proxy Statement under the headings “Director
Independence” and “Certain Relationships and Related
Transactions.” That information is incorporated into this
report by reference.
Information in response to this Item 14 can be found in our
Proxy Statement under the headings “Fees to Independent
Auditor” and “Administration of Engagement of
Independent Auditor.” That information is incorporated into
this report by reference.
PART IV
List of documents filed as part of this report
All financial statement schedules for the Company have been
included in the consolidated financial statements or the related
footnotes, or are either inapplicable or not required.
Shareholders may obtain a copy of any of the exhibits to this
report upon payment of a fee covering our reasonable expenses in
furnishing the exhibits. You can request exhibits by writing to
Investor Relations, U.S. Bancorp, 800 Nicollet Mall,
Minneapolis, Minnesota 55402.
Description
(1)3.1
(1)3.2
4.1
(1)(2)10.1(a)
(1)(2)10.1(b)
(1)(2)10.2(a)
(1)(2)10.3(a)
(1)(2)10.4(a)
(1)(2)10.5(a)
(1)(2)10.6(a)
(1)(2)10.7(a)
(1)(2)10.8(a)
(1)(2)10.9(a)
(1)(2)10.10(a)
(1)(2)10.11(a)
(1)(2)10.11(b)
(1)(2)10.11(c)
(1)(2)10.11(d)
(1)(2)10.11(e)
(1)(2)10.11(f)
(1)(2)10.11(g)
(1)(2)10.11(h)
(1)(2)10.11(i)
(1)(2)10.11(j)
(2)10.11(k)
(1)(2)10.12(a)
(1)(2)10.13(a)
(1)(2)10.13(b)
(1)(2)10.14(a)
(1)(2)10.15(a)
(1)(2)10.15(b)
(1)(2)10.16(a)
(1)(2)10.16(b)
(1)(2)10.17(a)
(1)(2)10.18(a)
(1)(2)10.19(a)
(1)(2)10.20(a)
(1)(2)10.21(a)
(1)(2)10.22(a)
(1)(2)10.22(b)
(1)(2)10.23(a)
(1)(2)10.24(a)
(1)(2)10.25(a)
(1)(2)10.25(b)
(1)(2)10.26(a)
(1)(2)10.26(b)
(1)(2)10.27(a)
(1)(2)10.28(a)
(1)(2)10.29(a)
(1)(2)10.30(a)
(1)(2)10.31(a)
(1)(2)10.32(a)
(1)(2)10.33(a)
(1)(2)10.34(a)
(1)(2)10.35(a)
(1)(2)10.36(a)
12
13
21
23
24
31.1
31.2
32
101
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 26, 2010, on its
behalf by the undersigned, thereunto duly authorized.
U.S. BANCORP
/s/ Richard
K. Davis
Richard K. Davis
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on February 26,
2010, by the following persons on behalf of the registrant and
in the capacities indicated.
Signature and Title
/s/ Andrew
Cecere
/s/ Terrance
R. Dolan
/s/ Douglas
M. Baker, Jr.*
/s/ Y.
Marc Belton*
/s/ Victoria
Buyniski Gluckman*
/s/ Arthur
D. Collins, Jr.*
/s/ Joel
W. Johnson*
/s/ Olivia
F. Kirtley*
/s/ Jerry
W. Levin*
/s/ David
B. O’Maley*
/s/ O’Dell
M. Owens, M.D., M.P.H.*
/s/ Richard
G. Reiten*
/s/ Craig
D. Schnuck*
/s/ Patrick
T. Stokes*
Dated: February 26, 2010
/s/