8-K
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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: December 8, 2021

(Date of earliest event reported)

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 7.01 Regulation FD Disclosure.

As previously announced, Andrew Cecere, U.S. Bancorp’s Chairman, President and Chief Executive Officer, and Terrance R. Dolan, U.S. Bancorp’s Vice Chair and Chief Financial Officer, will make a presentation at the Goldman Sachs U.S. Financial Services Conference in New York City, at 10:40 a.m. Eastern time on Wednesday, December 8, 2021. A copy of the presentation slides, which will be discussed during the presentation, is attached hereto as Exhibit 99.1. These slides can also be accessed by clicking on “Webcasts & Presentations” from the Investor Relations section of U.S. Bancorp’s website at ir.usbank.com. A live webcast of the presentation can also be accessed at this location on the website, and a replay of the webcast will be available at the same location on the website and will remain posted for ninety days.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

  99.1

Goldman Sachs U.S. Financial Services Conference Slides

 

   104

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

 

2


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: December 8, 2021

 

3

EX-99.1

Slide 1

Goldman Sachs U.S. Financial Services Conference 2021 December 8, 2021 Andy Cecere Chairman, President and Chief Executive Officer Terry Dolan Vice Chair and Chief Financial Officer Exhibit 99.1


Slide 2

The following information appears in accordance with the Private Securities Litigation Reform Act of 1995: Today’s presentation 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. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future plans and prospects of U.S. Bancorp. 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, including as a result of work-from-home arrangements; 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. In addition, U.S. Bancorp’s proposed acquisition of MUFG Union Bank presents risks and uncertainties, including, among others: the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed acquisition may not be realized or may take longer than anticipated to be realized; the risk that U.S. Bancorp’s business could be disrupted as a result of the announcement and pendency of the proposed acquisition and diversion of management’s attention from ongoing business operations and opportunities; the possibility that the proposed acquisition, including the integration of MUFG Union Bank, may be more costly or difficult to complete than anticipated; delays in closing the proposed acquisition; and the failure of required governmental approvals to be obtained or any other closing conditions in the definitive purchase agreement to be satisfied. 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 “Risk Factors” and “Corporate Risk Profile” 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. This presentation includes non-GAAP financial measures to describe U.S. Bancorp’s performance. The calculations of these measures are provided in the Appendix. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Forward-looking statements and additional information


Slide 3

U.S. Bancorp As of 9/30/21, except market value as of 12/3/21 NYSE TradedUSB Founded1863 Market Value$82B Branches 2,252 ATMs 4,083 Assets $567B Deposits $443B Loans $298B Regional National International Consumer & Business Banking and Wealth Management Corporate & Commercial Banking and Wealth Management & Investment Services Payment Services and Investment Services


Slide 4

Our position among our peers Assets Deposits Market Value Source: company reports and Bloomberg Assets and deposits as of 9/30/21; market value as of 12/3/21


Slide 5

Consumer & Business Banking Branch banking, small business banking, consumer lending, mortgage banking and omnichannel delivery Corporate & Commercial Banking Corporate Banking, Commercial Banking and Commercial Real Estate Payment Services Retail Payment Solutions, Global Merchant Acquiring and Corporate Payment Systems Wealth Management & Investment Services Wealth Management, Asset Management, Corporate Trust, Fund Services and Custody Payment Services 28% Wealth Management & Investment Services 14% Corporate & Commercial Banking 18% Consumer & Business Banking 40% 3Q 2021 YTD taxable-equivalent basis Business line revenue percentages exclude Treasury and Corporate Support; see slide 17 for reconciliation Our differentiated business mix supports consistent growth


Slide 6

Building upon a position of strength We continue to invest in our future with a focus on enhancing our digital capabilities, expanding our payments ecosystem, and optimizing our distribution. Industry leading mobile app: DIY & DIT; Co-browse Expanding our reach with small businesses: talech & Bento New solutions for commercial clients: RTP & TravelBank Differentiating Thru Our Capabilities Secular Opportunities Strategic partnerships: State Farm  Expanding our customer base: Union Bank, PFM, MUFG Custody Services Optimizing Distribution & Adding Scale


Slide 7

The payments recovery continues * Travel & Hospitality includes hotels, restaurants, entertainment and travel ** RPS includes credit, debit, and prepaid *** Travel includes airlines, auto rental, hotel/motel, other transportation, and travel agencies **** Monthly data ranging from January 2020 – October 2021 Payment Fees as a % of Net Revenue 2019 3Q21 Merchant Acquiring Retail Payment Solutions Corporate Payment Solutions All Other Revenue Total payments revenue, which includes net interest income and fee revenue, accounted for 27% of FY19 net revenue and 27% of 3Q21 net revenue Merchant Acquiring Travel & Hospitality* 22% 24% Airline 15% 8% All Other 63% 68% CPS Travel & Entertainment 18% 8% All Other 82% 92% RPS** Travel*** (Credit & Debit) 7% 5% All Other 93% 95% % of Merchant Acquiring Volume 2019 3Q21 % of CPS Volume 2019 3Q21 % of RPS Volume 2019 3Q21 Merchant Sales Volume Growth**** 0% CPS Sales Volume Growth**** 0% RPS** Sales Volume Growth**** 0% Travel & Hospitality* All Other Total Airline Travel & Entertainment Total All Other Travel*** (Credit & Debit) All Other Total Volume Growth vs. 2019 Comparable Period Volumes in each of our payments businesses continue to rebound due to a strengthening economy and increasing spend activity. In 3Q21, prepaid card related fee revenue was 14% of total credit and debit card fee revenue (compared to 11% in FY' 19).


Slide 8

The digital transition has taken place and is here to stay Branch Count Since 2018 branch count has been reduced by 25% Digital Transactions (% of Total)** Call Center Volume (% of Transactions) Launching our digital assistant has alleviated our call center volume Digital Assistant Queries Branch / ATM Deposits Our #1 rated banking app* has helped us transition check deposits to a more efficient medium Mobile Deposits * Keynova Group Q3 2021 Mobile Banker Scorecard ** Digital includes both online and mobile platforms -90 bps 3.7x


Slide 9

Expanding our reach in business banking Banking and Payments* Relationships Business Banking only Business Banking & Payments Payments only Business Banking & Payments With 1.1 million business banking relationships**, there is a significant opportunity for us to deepen current relationships and acquire new customers * Payments includes Merchant Acquiring and card relationships within RPS ** Defined as businesses with under $25M in revenue 93% ~3.7x FY20 Payments Ecosystem Initiatives talech helps small businesses tackle accounts receivable and operational tasks Bento helps small businesses take charge of accounts payable and expense management


Slide 10

Providing new solutions for our commercial clients ~3.8x We are experiencing rapid RTP growth We have the knowledge and experience necessary to support our customers in their journey to take advantage of the benefits of real-time payments First in market to send RTP Transaction Multiple ways to integrate RTP products #1 RTP TravelBank provides an intuitive, all-in-one, tech-driven expense, card and travel management solution In both middle markets… …and in commercial and large corporate $ Corporate Cards Expense Management Business Travel Accounting System G2Crowd: Easiest Mid-Market TravelBank targets emerging middle market companies**, a segment that is underserved * The TravelBank acquisition is expected to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions ** Defined as companies with revenue of $10M - $100M 20,000 Clients *


Slide 11

are out of U.S. Bank’s footprint 55% 70% are customers new to U.S. Bank New State Farm Deposit Accounts* State Farm Crypto Services In response to client demand, in October we announced that we partnered with NYDIG to offer cryptocurrency custody services Solutions are intended for institutional investment managers with private funds who would like safekeeping solution for Bitcoin + 7 in 10*** Institutional investors expect to invest in digital assets Crypto Fund Flows** * Data as of 11/1/21 ** Source Bloomberg as of 11/24/2021 *** Source Fidelity Digital Asset Services, LLC Note: State Farm and logo are trademarks of State Farm Mutual Automobile Company Expanding with strategic partnerships State Farm agent locations U.S. Bank locations


Slide 12

Asset Management Acquisitions expand our customer base and increase scale PFM Asset Management gives us additional products and services to provide to our large government banking segment Custody Services >1MM Consumers >190K Business Banking relationships #3 non-GSIB California deposit market share #1 SBA lender in California Strong credit performance through-the-cycle Scaled Positioned Leader Proven Recent Acquisitions 19% 21% 20% 600 $320M client relationships assets under custody and administration State USB Union CA 464 280 WA 145 14 OR 139 2 Branch Footprint Over 150 years of service Leading customer service & net promoter scores Established Trusted Union Bank and USB data as of June 30, 2021 FDIC deposit market share data adjusted for in-scope deposits acquired The Union Bank acquisition is expected to close in the first half of 2022, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals


Slide 13

Environmental Social Governance Goal to achieve Net Zero GHG emissions by 2050 $50 billion environmental finance goal by 2030 to fund projects that have a positive impact on environment Goal to source 100% renewable electricity in operations by 2025 Invested $208 million in Black-owned and –led businesses Released results of Building Black Wealth Insights which will be used by the bank to help close the racial wealth gap Launched $25 million Access Fund to provide access to capital to Black women-owned microbusinesses Our Information Security Program identifies, prioritizes, reports and mitigates data and cyber risks Named one of the World’s Most Ethical Companies by The Ethisphere Institute for 7 consecutive years Continued strong oversight by diverse board of directors Our culture is rooted in ‘doing the right thing’


Slide 14

We are finishing off the year in a strong position heading into 2022, and we're excited about the many organic growth opportunities we see across the franchise.


Slide 15

Net interest income Noninterest income Expenses Credit quality Tax rate 4Q21 guidance update


Slide 16

Appendix


Slide 17

Non-GAAP financial measures

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