e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2007
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file
number: 1-6880
U.S. Bancorp
(Exact name of registrant as
specified in its charter)
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Delaware
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41-0255900
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800
Nicollet Mall, Minneapolis, Minnesota 55402
(Address
of principal executive offices) (Zip Code)
(651) 446-3000
(Registrants telephone
number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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New York Stock Exchange
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Depositary Shares (each representing
1/1,000th interest in a share of
Series B
Non-Cumulative Preferred Stock, par value $1.00)
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New York Stock Exchange
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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 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 registrants 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):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller reporting company
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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 29, 2007, the aggregate market value of the
registrants common stock held by non-affiliates of the
registrant was $56.9 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
registrants classes of common stock, as of the latest
practicable date.
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Outstanding at
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Class
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January 31, 2008
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Common Stock, $.01 par value per share
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1,729,744,917 shares
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DOCUMENTS
INCORPORATED BY REFERENCE
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Document
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Parts Into Which Incorporated
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1.
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Portions of the Annual Report to Shareholders for the Fiscal
Year Ended December 31, 2007 (2007 Annual Report)
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Parts I and II
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2.
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Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held April 15, 2008 (Proxy Statement)
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Part III
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TABLE OF CONTENTS
PART I
Information in response to this Item 1 can be found in our
2007 Annual Report on pages 114 to 115 under the headings
General Business Description,
Competition, Government Policies and
Supervision and Regulation; on pages 56 to 60
under the heading Line of Business Financial Review;
and on page 119 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
2007 Annual Report on pages 115 to 119 under the heading
Risk Factors. That information is incorporated into
this report by reference.
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Item 1B.
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Unresolved
Staff Comments
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None.
Information in response to this Item 2 can be found in our
2007 Annual Report on page 115 under the heading
Properties. That information is incorporated into
this report by reference.
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Item 3.
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Legal
Proceedings
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None.
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Item 4.
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Submission
of Matters to a Vote of Security Holders
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None.
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 Companys 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.
1
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.
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Capital Securities or
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Closing Date
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Issuer
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Preferred Stock
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Other Securities
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Covered Debt
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12/29/05
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USB Capital VIII and U.S. Bancorp
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USB Capital VIIIs $375,000,000 6.35% Trust Preferred
Securities
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U.S. Bancorps $375,000,000 6.35% Income Capital Obligation
Notes due 2065
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U.S. Bancorps 4.50% Medium-Term Notes, Series P (CUSIP
No. 91159HGJ3)
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3/17/06
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USB Capital IX and U.S. Bancorp
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USB Capital IXs $1,250,000,000 of 6.189% Fixed-to-Floating
Rate Normal Income Trust Securities
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(i) U.S. Bancorps Remarketable Junior Subordinated Notes
and (ii) Stock Purchase Contract to Purchase U.S. Bancorps
Series A Non-Cumulative Perpetual Preferred Stock
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying the 5.875% trust preferred securities of USB
Capital VII (Cusip No. 903301208)
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3/27/06
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U.S. Bancorp
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U.S. Bancorps 40,000,000 Depositary Shares ($25 per
Depositary Share) each representing a
1/1000th
interest in a share of Series B Non-Cumulative Preferred Stock
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Not Applicable
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying the 5.875% trust preferred securities of USB
Capital VII (CUSIP No. 903301208)
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4/12/06
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USB Capital X and U.S. Bancorp
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USB Capital Xs $500,000,000 6.50% Trust Preferred
Securities
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U.S. Bancorps 6.50% Income Capital Obligation Notes due
2066
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying the 5.875% trust preferred securities of USB
Capital VII (CUSIP No. 903301208)
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8/30/06
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USB Capital XI and U.S. Bancorp
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USB Capital XIs $765,000,000 6.60% Trust Preferred
Securities
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U.S. Bancorps 6.60% Income Capital Obligation Notes due
2066
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying the 5.875% trust preferred securities of USB
Capital VII (CUSIP No. 903301208)
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12/22/06
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USB Realty
Corp.(a)
and U.S. Bancorp
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USB Realty Corp.s 5,000 shares of Fixed-Floating-Rate
Exchangeable Non-cumulative Perpetual Series A Preferred Stock
exchangeable for shares of U.S. Bancorps Series C
Non-cumulative Perpetual Preferred
Stock(b)
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Not applicable
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying 5.875% trust preferred securities of USB
Capital VII (CUSIP No. 903301208)
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2/1/07
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USB Capital XII and U.S. Bancorp
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USB Capital XIIs $535,000,000 6.30% Trust Preferred
Securities
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U.S. Bancorps 6.30% Income Capital Obligation Notes due
2067
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U.S. Bancorps 5.875% junior subordinated debentures due
2035, underlying the 5.875% trust preferred securities of USB
Capital VII (CUSIP No. 903301208)
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(a)
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USB Realty Corp. is an indirect
subsidiary of U.S. Bank National Association. |
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(b)
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Under certain circumstances,
upon the direction of the Office of the Comptroller of the
Currency, each share of USB Realty Corp.s Series A
Preferred Stock will be automatically exchanged for one share of
the U.S. Bancorps Series C Non-cumulative Perpetual
Preferred Stock. |
2
PART II
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Item 5.
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Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
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Information in response to this Item 5 can be found in our
2007 Annual Report on pages 52 to 54 under the heading
Capital Management; and on page 111 under the
heading U.S. Bancorp Supplemental Financial
Data. That information is incorporated into this report by
reference.
At January 31, 2008, there were 63,721 holders of
record of the Companys common stock.
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Item 6.
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Selected
Financial Data
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Information in response to this Item 6 can be found in our
2007 Annual Report on page 19 under the heading Table
1 Selected Financial Data. That information is
incorporated into this report by reference.
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Item 7.
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Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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Information in response to this Item 7 can be found in our
2007 Annual Report on pages 18 to 64 under the heading
Managements Discussion and Analysis. That
information is incorporated into this report by reference.
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Item 7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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Information in response to this Item 7A can be found in our
2007 Annual Report on pages 33 to 54 under the heading
Corporate Risk Profile. That information is
incorporated into this report by reference.
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Item 8.
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Financial
Statements and Supplementary Data
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Information in response to this Item 8 can be found in our
2007 Annual Report on pages 65 to 113 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,
U.S. Bancorp Consolidated Statement of
Income Five Year Summary,
U.S. Bancorp Quarterly Consolidated Financial
Data, U.S. Bancorp Supplemental Financial
Data and U.S. Bancorp Consolidated Daily
Average Balance Sheet and Related Yields and Rates. That
information is incorporated into this report by reference.
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Item 9.
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Changes
In and Disagreements With Accountants on Accounting and
Financial Disclosure
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None.
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Item 9A.
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Controls
and Procedures
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Information in response to this Item 9A can be found in our
2007 Annual Report on page 64 under the heading
Controls and Procedures and on pages 65 and 67
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.
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Item 9B.
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Other
Information
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None.
3
PART III
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Item 10.
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Directors,
Executive Officers and Corporate Governance
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Executive
Officers of the Registrant
Richard
K. Davis
Mr. Davis is Chairman, President and Chief Executive
Officer of U.S. Bancorp. Mr. Davis, 50, 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 our Company since joining
Star Banc Corporation, one of our predecessors, in 1993 as
Executive Vice President.
Jennie
P. Carlson
Ms. Carlson is Executive Vice President of
U.S. Bancorp. Ms. Carlson, 47, 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, 47, 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, 64, 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, 62, 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, 45, 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.
4
Joseph
C. Hoesley
Mr. Hoesley is Vice Chairman of U.S. Bancorp.
Mr. Hoesley, 53, 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, 48, has served as Vice Chairman of
U.S. Bancorp since December 2004. Since November 2004, she
has been Chairman and Chief Executive Officer of NOVA
Information Systems, Inc., a wholly owned subsidiary of
U.S. Bancorp. Prior to that time, she had been President
and Chief Operating Officer of NOVA Information Systems, Inc.
since February 2000.
Lee R.
Mitau
Mr. Mitau is Executive Vice President and General Counsel
of U.S. Bancorp. Mr. Mitau, 59, 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, 50, 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, 51, 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, 60, 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, since 2001.
Diane
L. Thormodsgard
Ms. Thormodsgard is Vice Chairman of U.S. Bancorp.
Ms. Thormodsgard, 57, 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
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and principal accounting officer by posting such information on
our website, at the address and location specified above.
Additional
Information
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 and Director Nominees for Terms Ending in
2009, Directors with Terms Ending in 2009,
Directors with Terms Ending in 2010 and Board
Meetings and Committees. That information is incorporated
into this report by reference.
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Item 11.
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Executive
Compensation
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Information in response to this Item 11 can be found in our
Proxy Statement under the headings Executive
Compensation, Director Compensation and
Compensation Committee Interlocks and Insider
Participation.
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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Equity
Compensation Plan Information
The following table summarizes information regarding the
Companys equity compensation plans in effect as of
December 31, 2007:
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Number of securities
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remaining
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available for future
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Number of securities
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issuance under
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to be issued
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Weighted-average
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equity compensation plans
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upon exercise of
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exercise price of
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(excluding securities
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outstanding options,
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outstanding options,
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reflected in the
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Plan Category
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warrants and rights
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warrants and rights
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first column)(a)
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Equity compensation plans approved by security holders(b)
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71,246,975
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$
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27.25
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68,344,883
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Equity compensation plans not approved by security holders(c)(d)
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6,314,226
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23.09
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Total
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77,561,201
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$
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25.96
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68,344,883
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(a) |
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No shares are available for granting future awards under the
U.S. Bancorp 2001 Stock Incentive Plan, the U.S. Bancorp
1998 Executive Stock Incentive Plan or the U.S. Bancorp 1991
Executive Stock Incentive plan. The 68,344,883 shares
available under the U.S. Bancorp 2007 Stock Incentive Plan are
available for future awards in the form of stock options, stock
appreciation rights, restricted stock, restricted stock units,
performance awards or other stock-based awards, except that only
24,830,820 of these shares are available for future grants of
awards other than stock options or stock appreciation rights. |
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(b) |
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Includes shares underlying stock options and restricted stock
units (convertible into shares of the Companys common
stock on a one-for-one basis) under the U.S. Bancorp 2007 Stock
Incentive Plan, the U.S. Bancorp 2001 Stock Incentive Plan, the
U.S. Bancorp 1998 Executive Stock Incentive Plan and the U.S.
Bancorp 1991 Executive Stock Incentive Plan. Excludes
17,095,731 shares underlying outstanding stock options and
warrants assumed by U.S. Bancorp in connection with acquisitions
by U.S. Bancorp. Of the excluded shares, 16,144,794 underlie
stock options granted under equity compensation plans of the
former U.S. Bancorp that were approved by the shareholders of
the former U.S. Bancorp. |
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(c) |
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Includes 3,178,642 shares of common stock issuable
pursuant to various current and former deferred compensation
plans of U.S. Bancorp and its predecessor entities. All of the
remaining identified shares underlie stock options granted to a
broad-based employee population pursuant to the U.S. Bancorp
2001 Employee Stock Incentive Plan (2001 Plan), the
Firstar Corporation 1999 Employee Stock Incentive Plan
(1999 Plan) and the Firstar Corporation 1998
Employee Stock Incentive Plan (1998 Plan). |
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(d) |
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The weighted-average exercise price does not include any
assumed price at issuance of shares that may be issuable
pursuant to the deferred compensation plans. |
6
As of December 31, 2007, options to purchase an aggregate
of 1,891,326 shares were outstanding under the 2001 Plan.
Under the 2001 Plan, nonqualified stock options were granted to
full-time or part-time employees actively employed by
U.S. Bancorp on the grant date, other than individuals
eligible to participate in any of the Companys executive
stock incentive plans. All options outstanding under the plan
were granted on February 27, 2001.
As of December 31, 2007, options to purchase an aggregate
of 521,689 shares of the Companys common stock were
outstanding under the 1999 Plan. Under this plan, stock options
were granted to each full-time or part-time employee actively
employed by Firstar Corporation on the grant date, other than
managers who participated in an executive stock incentive plan.
As of December 31, 2007, options to purchase an aggregate
of 722,569 shares of the Companys common stock were
outstanding under the 1998 Plan. Under this plan, stock options
were granted to each full-time or part-time employee actively
employed by Firstar Corporation on the grant date, other than
managers who participated in an executive stock incentive plan.
No further options will be granted under the 2001 Plan, the 1999
Plan or the 1998 Plan. Under all of these plans, the exercise
price of the options equals the fair market value of the
underlying common stock on the grant date. All options granted
under the plans have a term of 10 years from the grant date
and become exercisable over a period of time set forth in the
relevant plan or as determined by the committee administering
the relevant plan. Options granted under the plans are
nontransferable and, during the optionees lifetime, are
exercisable only by the optionee.
If an optionee is terminated as a result of his or her gross
misconduct or offense, all options terminate immediately,
whether or not vested. Under the 2001 Plan, the 1999 Plan and
the 1998 Plan, in the event an optionee is terminated
immediately following a change in control (as defined in the
plans) of U.S. Bancorp, and the termination is due to
business needs resulting from the change in control and not as a
result of the optionees performance or conduct, all of the
optionees outstanding options will become immediately
vested and exercisable as of the date of termination.
If the outstanding shares of the Companys common stock are
changed into or exchanged for a different number or kind of
stock or other securities as a result of a reorganization,
recapitalization, stock dividend, stock split, combination of
shares, reclassification, merger, consolidation or similar
event, the number of shares underlying outstanding options also
may be adjusted. The plans may be terminated, amended or
modified by the Board of Directors at any time.
The deferred compensation plans allow non-employee directors and
members of the Companys 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 may be received at the time of
distribution at the election of the participant, in the form of
shares of U.S. Bancorp common stock. The
3,178,642 shares included in the table assumes that
participants in the plans whose deferred compensation had been
deemed to be invested in U.S. Bancorp common stock had
elected to receive all of that deferred compensation in shares
of U.S. Bancorp common stock on December 31, 2007. The
U.S. Bancorp 2005 Executive Employees Deferred Compensation
Plan and the U.S. Bancorp 2005 Outside Directors Deferred
Compensation Plan are the Companys only deferred
compensation plans under which compensation may currently be
deferred.
Additional
Information
Additional Information in response to this Item 12 can be
found in our Proxy Statement under the heading Security
Ownership of Certain Beneficial Owners and Management.
That information is incorporated into this report by reference.
7
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|
Item 13.
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Certain
Relationships and Related Transactions, and Director
Independence
|
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.
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Item 14.
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Principal
Accounting Fees and Services
|
Information in response to this Item 14 can be found in our
Proxy Statement under the headings Audit Fees,
Audit-Related Fees, Tax Fees, All
Other Fees and Administration of Engagement of
Independent Auditor. That information is incorporated into
this report by reference.
PART IV
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Item 15.
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Exhibits,
Financial Statement Schedules
|
List of
documents filed as part of this report
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Report of Management
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Report of Independent Registered Public Accounting Firm on the
Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting
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U.S. Bancorp Consolidated Balance Sheet as of
December 31, 2007 and 2006
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U.S. Bancorp Consolidated Statement of Income for each of
the three years in the period ended December 31, 2007
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U.S. Bancorp Consolidated Statement of Shareholders
Equity for each of the three years in the period ended
December 31, 2007
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U.S. Bancorp Consolidated Statement of Cash Flows for each
of the three years in the period ended December 31, 2007
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Notes to Consolidated Financial Statements
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U.S. Bancorp Consolidated Balance Sheet Five
Year Summary
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U.S. Bancorp Consolidated Statement of Income
Five Year Summary
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U.S. Bancorp Quarterly Consolidated Financial Data
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U.S. Bancorp Supplemental Financial Data
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U.S. Bancorp Consolidated Daily Average Balance Sheet and
Related Yields and Rates
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2.
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Financial
Statement Schedules
|
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.
8
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.
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Exhibit
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Number
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Description
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(1)3.1
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Restated Certificate of Incorporation. Filed as Exhibit 3.1
to
Form 8-K
filed on April 18, 2007
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(1)3.2
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Amended and Restated Bylaws. Filed as Exhibit 3.2 to
Form 8-K
filed on January 17, 2008
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4.1
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[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 Securities and Exchange Commission upon
request.]
|
(1)4.2
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Amended and Restated Rights Agreement, dated as of
December 31, 2002, between U.S Bancorp and Mellon Investor
Services LLC. Filed as Exhibit 4.2 to Amendment No. 1
to Registration Statement on
Form 8-A
(File
No. 001-06880)
on December 31, 2002
|
(1)(2)10.1
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U.S. Bancorp 2001 Stock Incentive Plan. Filed as
Exhibit 10.1 to
Form 10-K
for the year ended December 31, 2001
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(1)(2)10.2
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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, 2002
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(1)(2)10.3
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U.S. Bancorp 1998 Executive Stock Incentive Plan. Filed as
Exhibit 10.3 to
Form 10-K
for the year ended December 31, 2002
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(1)(2)10.4
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Summary of U.S. Bancorp 1991 Executive Stock Incentive Plan.
Filed as Exhibit 10.4 to
Form 10-K
for the year ended December 31, 2002
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(1)(2)10.5
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U.S. Bancorp 2001 Employee Stock Incentive Plan. Filed as
Exhibit 10.5 to
Form 10-K
for the year ended December 31, 2002
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(1)(2)10.6
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Firstar Corporation 1999 Employee Stock Incentive Plan. Filed as
Exhibit 10.6 to Form
10-K for the
year ended December 31, 2002
|
(1)(2)10.7
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|
Firstar Corporation 1998 Employee Stock Incentive Plan. Filed as
Exhibit 10.7 to
Form 10-K
for the year ended December 31, 2002
|
(1)(2)10.8
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|
U.S. Bancorp 2006 Executive Incentive Plan. Filed as
Exhibit 10.1 to
Form 8-K
filed on April 21, 2006
|
(1)(2)10.9
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|
U.S. Bancorp Executive Deferral Plan, as amended. Filed as
Exhibit 10.7 to
Form 10-K
for the year ended December 31, 1999
|
(1)(2)10.10
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Summary of Nonqualified Supplemental Executive Retirement Plan,
as amended, of the former U.S. Bancorp. Filed as
Exhibit 10.4 to
Form 10-K
for the year ended December 31, 2001
|
(1)(2)10.11
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Form of Director Indemnification Agreement entered into with
former directors of the former U.S. Bancorp. Filed as
Exhibit 10.15 to
Form 10-K
for the year ended December 31, 1997
|
(1)(2)10.12
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|
U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed as
Exhibit 10.16 to
Form 10-K
for the year ended December 31, 2002
|
(1)(2)10.13
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Appendix B-10
to U.S. Bancorp Non-Qualified Executive Retirement Plan. Filed
as Exhibit 10.1 to
Form 10-Q
for the quarterly period ended March 31, 2005
|
(1)(2)10.14
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Amendments No. 1, 2 and 3 to U.S. Bancorp Non-Qualified
Executive Retirement Plan. Filed as Exhibit 10.17 to
Form 10-K
for the year ended December 31, 2003
|
(1)(2)10.15
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|
Amendment No. 4 to U.S. Bancorp Non-Qualified Executive
Retirement Plan. Filed as Exhibit 10.1 to
Form 8-K
filed on December 23, 2004
|
(1)(2)10.16
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|
Amendment No. 5 to U.S. Bancorp Non-Qualified Executive
Retirement Plan. Filed as Exhibit 10.2 to
Form 10-Q
for the quarterly period ended March 31, 2005
|
(1)(2)10.17
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|
Amendment No. 6 to U.S. Bancorp Non-Qualified Executive
Retirement Plan. Filed as Exhibit 10.1 to
Form 8-K
filed on October 20, 2005
|
(1)(2)10.18
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U.S. Bancorp Executive Employees Deferred Compensation Plan.
Filed as Exhibit 10.18 to
Form 10-K
for the year ended December 31, 2003
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9
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Exhibit
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Number
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Description
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(1)(2)10.19
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|
U.S. Bancorp 2005 Executive Employees Deferred Compensation
Plan. Filed as Exhibit 10.2 to
Form 8-K
filed on December 21, 2005
|
(1)(2)10.20
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|
U.S. Bancorp Outside Directors Deferred Compensation Plan. Filed
as Exhibit 10.19 to
Form 10-K
for the year ended December 31, 2003
|
(1)(2)10.21
|
|
U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan.
Filed as Exhibit 10.1 to
Form 8-K
filed on December 21, 2005
|
(1)(2)10.22
|
|
Form of Change in Control Agreement, effective November 16,
2001, between U.S. Bancorp and certain executive officers of
U.S. Bancorp. Filed as Exhibit 10.12 to
Form 10-K
for the year ended December 31, 2001
|
(1)(2)10.23
|
|
Form of Executive Officer Stock Option Agreement with cliff and
performance vesting under U.S. Bancorp 2001 Stock Incentive
Plan. Filed as Exhibit 10.1 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.24
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Form of Executive Officer Stock Option Agreement with annual
vesting under U.S. Bancorp 2001 Stock Incentive Plan. Filed as
Exhibit 10.2 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.25
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|
Form of 2006 Executive Officer Stock Option Agreement with
annual vesting under U.S. Bancorp 2001 Stock Incentive Plan.
Filed as Exhibit 10.1 to
Form 8-K
filed on January 17, 2006
|
(1)(2)10.26
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|
Form of Executive Officer Restricted Stock Award Agreement under
U.S. Bancorp 2001 Stock Incentive Plan. Filed as
Exhibit 10.3 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.27
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|
Form of Director Stock Option Agreement under U.S. Bancorp 2001
Stock Incentive Plan. Filed as Exhibit 10.4 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.28
|
|
Form of Director Restricted Stock Unit 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, 2004
|
(1)(2)10.29
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|
Form of Executive Officer Restricted Stock Unit Agreement under
U.S. Bancorp 2001 Stock Incentive Plan. Filed as
Exhibit 10.6 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.30
|
|
Employment Agreement with Jerry A. Grundhofer. Filed as
Exhibit 10.13 to
Form 10-K
for the year ended December 31, 2001
|
(1)(2)10.31
|
|
Amendment of Employment Agreement with Jerry A. Grundhofer.
Filed as Exhibit 10.1 to
Form 10-Q
for the quarterly period ended June 30, 2004
|
(1)(2)10.32
|
|
Amendment No. 2 of Employment Agreement with Jerry A.
Grundhofer. Filed as Exhibit 10.8 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.33
|
|
Restricted Stock Unit Award Agreement with Jerry A. Grundhofer
dated January 2, 2002. Filed as Exhibit 10.7 to
Form 10-Q
for the quarterly period ended September 30, 2004
|
(1)(2)10.34
|
|
Offer of Employment to Richard C. Hartnack. Filed as
Exhibit 10.3 to
Form 10-Q
for the quarterly period ended March 31, 2005
|
(1)(2)10.35
|
|
Terms of Jerry A. Grundhofers service as Non-Executive
Chairman of the Board of Directors. Described in Item 1 of
Form 8-K
filed on July 20, 2006
|
(1)(2)10.36
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|
Agreement with David M. Moffett dated January 19, 2007.
Filed as Exhibit 10.37 to
Form 10-K
for the year ended December 31, 2006
|
(2)10.37
|
|
Employment Agreement with Pamela A. Joseph dated May 7, 2001
|
(1)(2)10.38
|
|
U.S. Bancorp 2007 Stock Incentive Plan. Filed as
Exhibit 10.1 to
Form 8-K
filed on April 18, 2007
|
(1)(2)10.39
|
|
Form of 2007 U.S. Bancorp Executive Officer Non-Qualified Stock
Option Agreement under U.S. Bancorp 2007 Stock Incentive
Plan. Filed as Exhibit 10.2 to
Form 8-K
filed on April 18, 2007
|
(1)(2)10.40
|
|
Form of 2007 U.S. Bancorp Executive Officer Restricted Stock
Award Agreement under U.S. Bancorp 2007 Stock Incentive Plan.
Filed as Exhibit 10.3 to
Form 8-K
filed on April 18, 2007
|
(1)(2)10.41
|
|
Form of 2007 U.S. Bancorp Director Restricted Stock Unit Award
Agreement under U.S. Bancorp 2007 Stock Incentive Plan. Filed as
Exhibit 10.1 to
Form 10-Q/A
filed for the quarterly period ended September 30, 2007
|
10
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Exhibit
|
|
|
Number
|
|
Description
|
|
(1)(2)10.42
|
|
Form of 2008 U.S. Bancorp Executive Officer Restricted Stock
Unit Award Agreement under U.S. Bancorp 2007 Stock
Incentive Plan. Filed as Exhibit 10.1 to
Form 8-K
filed on January 17, 2008
|
12
|
|
Statement re: Computation of Ratio of Earnings to Fixed Charges
|
13
|
|
2007 Annual Report, pages 18 through 121
|
21
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Ernst & Young LLP
|
31.1
|
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934
|
31.2
|
|
Certification of Chief Financial Officer pursuant to
Rule 13a-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
|
|
|
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(1) |
|
Exhibit has been previously filed with the Securities and
Exchange Commission and is incorporated herein as an exhibit by
reference to the prior filing. |
|
(2) |
|
Management contracts or compensatory plans or
arrangements. |
11
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 25, 2008, on its
behalf by the undersigned, thereunto duly authorized.
U.S. BANCORP
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 25,
2008, by the following persons on behalf of the registrant and
in the capacities indicated.
|
|
|
Signature and Title
|
|
|
|
/s/ Richard
K. Davis
Richard
K. Davis,
Chairman, President, and Chief Executive Officer
(principal executive officer)
|
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/s/ Andrew
Cecere Andrew
Cecere,
Vice Chairman and Chief Financial Officer
(principal financial officer)
|
|
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|
/s/ Terrance
R. Dolan
Terrance
R. Dolan,
Executive Vice President and Controller
(principal accounting officer)
|
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Douglas
M. Baker, Jr., Director
|
|
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|
/s/ Victoria
Buyniski Gluckman
Victoria
Buyniski Gluckman, Director
|
|
|
|
|
|
/s/ Arthur
D. Collins, Jr.
Arthur
D. Collins, Jr., Director
|
|
|
|
|
|
/s/ Peter
H. Coors
Peter
H. Coors, Director
|
|
|
|
|
|
/s/ Joel
W. Johnson
Joel
W. Johnson, Director
|
|
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12
|
|
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Signature and Title
|
|
|
|
|
|
|
|
|
|
/s/ Olivia
F. Kirtley
Olivia
F. Kirtley, Director
|
|
|
|
|
|
/s/ Jerry
W. Levin
Jerry
W. Levin, Director
|
|
|
|
|
|
/s/ David
B. OMaley
David
B. OMaley, Director
|
|
|
|
|
|
/s/ Odell
M. Owens, M.D., M.P.H.
Odell
M. Owens, M.D., M.P.H., Director
|
|
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|
|
/s/ Richard
G. Reiten
Richard
G. Reiten, Director
|
|
|
|
|
|
/s/ Craig
D. Schnuck
Craig
D. Schnuck, Director
|
|
|
|
|
|
/s/ Warren
R. Staley
Warren
R. Staley, Director
|
|
|
|
|
|
/s/ Patrick
T. Stokes
Patrick
T. Stokes, Director
|
|
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13