8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 28, 2021 (Date of earliest event reported) June 28, 2021

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-6880	41-0255900
(Commission file number)	(IRS Employer Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

(651) 466-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	USB	New York Stock Exchange
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrA	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrH	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrM	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrP	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrQ	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrR	New York Stock Exchange
0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024	USB/24B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On June 28, 2021, U.S. Bancorp announced that it received its 2021 Stress Capital Buffer (“SCB”) requirement from the Board of Governors of the Federal Reserve System based on the results of the 2021 Dodd-Frank Act stress test. U.S. Bancorp will be subject to a SCB requirement of 2.5% for the period beginning October 1, 2021 and ending on September 30, 2022. U.S. Bancorp also announced that management expects to recommend to the board of directors that U.S. Bancorp increase its quarterly common dividend to $0.46 per common share commencing with the third quarter dividend payable in October 2021. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1   Press release dated June 28, 2021

 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. BANCORP

By: /s/ James L. Chosy

James L. Chosy

Senior Executive Vice President and
General Counsel

Date: June 28, 2021

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EX-99.1

Exhibit 99.1

U.S. Bancorp Receives Stress Capital Buffer Requirement of 2.5 percent; Recommends Dividend Increase of 9.5 percent

MINNEAPOLIS (June 28, 2021) – U.S. Bancorp (NYSE: USB) today commented on the results of the Federal Reserve’s 2021 Dodd-Frank Act stress test.

Based on its 2021 stress test results, the company will be subject to a stress capital buffer requirement (SCB) of 2.5 percent for the period beginning October 1, 2021 and ending on September 30, 2022. The SCB, when added to the Basel III Common Equity Tier 1 (CET1) minimum of 4.5 percent, requires the company to maintain a CET1 ratio above 7 percent through this period. The company’s CET1 ratio was 9.9 percent as of March 31, 2021 under CECL transition rules.

The Federal Reserve also announced that the capital restrictions instituted in the third quarter of 2020 in response to the economic uncertainty from the COVID-19 pandemic will expire on June 30, 2021. As a result, the company will recommend that its Board of Directors approve a 9.5 percent increase to its third quarter dividend payable in October 2021. The company expects to recommend a third quarter dividend of $0.46 per common share, equivalent to an annual dividend of $1.84 per common share.

U.S. Bancorp’s existing share repurchase program announced in December 2020 remains in effect. The company will continue to monitor its capital position and may revise the program based on economic conditions and performance. Capital distributions, including dividends and stock repurchases, are subject to the approval of the company’s Board of Directors, and will align with regulatory requirements.

“We are committed to creating and delivering value to our shareholders and we continue to do so every day,” said Andy Cecere, Chairman, President and CEO of U.S. Bancorp. “The results of this year’s stress test are a testament to our strong financial profile and well-established financial discipline which allowed us to maintain strong capital and liquidity positions throughout the recent adverse economic conditions.”

###

About U.S. Bank

U.S. Bancorp, with nearly 70,000 employees and $553 billion in assets as of March 31, 2021, is the parent company of U.S. Bank National Association. The Minneapolis-based company serves millions of customers locally, nationally and globally through a diversified mix of businesses: Consumer and Business Banking; Payment Services; Corporate & Commercial Banking; and Wealth Management and Investment Services. The company has been recognized for its approach to digital innovation, social responsibility, and customer service, including being named one of the 2021 World’s Most Ethical Companies and Fortune’s most admired superregional bank. Learn more at usbank.com/about.

Forward-looking statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements about U.S. Bancorp. Statements that are not

historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. The forward-looking statements contained in this press release include anticipated U.S. Bancorp capital distributions by dividends and share repurchases. There can be no assurance that U.S. Bancorp will return this or any amount of capital to its shareholders in the form of dividends or share repurchases in the future.

Forward- looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. The COVID-19 pandemic is adversely affecting U.S. Bancorp, its customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on its business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic conditions or turbulence in domestic or global financial markets 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. In addition, changes to statutes, regulations, or regulatory policies or practices could affect U.S. Bancorp in substantial and unpredictable ways. U.S. Bancorp’s results could also be adversely affected by changes in interest rates; further increases in unemployment rates; deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans; deterioration in the value of its investment securities; legal and regulatory developments; litigation; increased competition from both banks and non-banks; civil unrest; changes in customer behavior and preferences; breaches in data security; failures to safeguard personal information; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management’s ability to effectively manage credit risk, market risk, operational risk, compliance risk, strategic risk, interest rate risk, liquidity risk and reputation risk.

For discussion of these and other risks that may cause actual results to differ from expectations, refer to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2020, on file with the Securities and Exchange Commission, including the sections entitled “Corporate Risk Profile” and “Risk Factors” contained in Exhibit 13, and all subsequent filings with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. In addition, factors other than these risks also could adversely affect U.S. Bancorp’s results, and the reader should not consider these risks to be a complete set of all potential risks or uncertainties. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

Contacts

Investors: Jennifer Thompson, U.S. Bancorp Investor Relations

612.303.0778, jen.thompson@usbank.com

Media: Jeff Shelman, U.S. Bancorp Public Affairs and Communications

612.422.1423, Jeffrey.shelman@usbank.com

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XML

Document and Entity Information	Jun. 28, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	US BANCORP \DE\
Amendment Flag	false
Entity Central Index Key	0000036104
Document Type	8-K
Document Period End Date	Jun. 28, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-6880
Entity Tax Identification Number	41-0255900
Entity Address, Address Line One	800 Nicollet Mall
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402
City Area Code	(651)
Local Phone Number	466-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock .01 Par Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $.01 par value per share
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Security Exchange Name	NYSE
Depositary Shares Each Representing 1100th Interest In A Share Of Series A Not Cumulative Perpetual Preferred Stock Par Value 1.004 [Member]
Document And Entity Information [Line Items]
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series B Not Cumulative Perpetual Preferred Stock Par Value 1.001 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series F Not Cumulative Perpetual Preferred Stock Par Value 1.002 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series K Not Cumulative Perpetual Preferred Stock Par Value 1.00 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series L Not Cumulative Perpetual Preferred Stock Par Value 1.00 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series M Not Cumulative Perpetual Preferred Stock Par Value 1.003 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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Security Exchange Name	NYSE
Medium-term Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024
Trading Symbol	USB/24B
Security Exchange Name	NYSE