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Date of Report: November 1, 2023 (Date of earliest event reported)


(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation)


1-6880   41-0255900


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





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 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
Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrS   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, John C. Stern, U.S. Bancorp’s Senior Executive Vice President and Chief Financial Officer, and Gunjan Kedia, U.S. Bancorp’s Vice Chair, Wealth, Corporate, Commercial and Institutional Banking, will make a presentation at the BancAnalysts Association of Boston Conference in Boston at 8:10 a.m. Eastern time on Thursday, November 2, 2023. 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 one year.

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, as amended, 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, as amended, except as otherwise expressly stated in such filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


99.1    BancAnalysts Association of Boston Conference Slides
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.



/s/ James L. Chosy

  James L. Chosy

Senior Executive Vice President and

General Counsel

Date: November 1, 2023




Exhibit 99.1 November 2, 2023 BancAnalysts Association of Boston Conference 2023 John Stern Senior Executive Vice President and Chief Financial Officer Gunjan Kedia Vice Chair, Wealth, Corporate, Commercial, and Institutional Banking U.S. Bank U.S. Bank 1

Forward-looking statements and additional information Thefollowinginformationappearsin accordancewith thePrivateSecuritiesLitigationReformAct of1995: This 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, future economic conditions and the anticipated future revenue, expenses, financial condition, asset quality, capital and liquidity levels, plans, prospects and operations of U.S. Bancorp. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and othersimilar expressionsor futureor conditionalverbssuchas “will,” “may,” “might,”“should,”“would”and“could.” Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those set forth in forward-looking statements, including the following risks and uncertainties: deterioration in general business and economic conditions or turbulence in domestic or global financial markets, which 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; turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including U.S. Bank National Association, to attract and retain depositors, and could affect the ability of financial services providers, including U.S. Bancorp, to borrow or raise capital; increases in Federal Deposit Insurance Corporation (“FDIC”) assessments due to bank failures; actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions; changes to regulatory capital, liquidity and resolution-related requirements applicable to large banking organizations in response to recent developments affecting the banking sector; changes to statutes, regulations, or regulatory policies or practices, including capital and liquidity requirements, and the enforcement and interpretation of such laws and regulations, and U.S. Bancorp’s ability to address or satisfy those requirements and other requirements or conditions imposed by regulatory entities; changes in interest rates; increases in unemployment rates; deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans; risks related to originating and selling mortgages, including repurchase and indemnity demands, and related to U.S. Bancorp’s role as a loan servicer; impacts of current, pending or future litigation and governmental proceedings; increased competition from both banks and non-banks; effects of climate change and related physical and transition risks; changes in customer behavior and preferences and the ability to implement technological changes to respond to customer needs and meet competitive demands; breaches in data security; failures or disruptions in or breaches of U.S. Bancorp’s operational, technology or security systems or infrastructure, or those of third parties; failures to safeguard personal information; impacts of pandemics, including the COVID-19 pandemic, natural disasters, terrorist activities, civil unrest, international hostilities and geopolitical events; impacts of supply chain disruptions, rising inflation, slower growth or a recession; failure to execute on strategic or operational plans; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; effects of changes in or interpretations of tax laws and regulations; management’s ability to effectively manage credit risk, market risk, operational risk, compliance risk, strategic risk, interest rate risk, liquidity risk and reputation risk; and the risks and uncertainties more fully discussed in the section entitled “Risk Factors” of U.S. Bancorp’s Form 10-K for the year ended December31,2022,andsubsequentfilingswith theSecuritiesandExchangeCommission. In addition, U.S. Bancorp’s 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 acquisition may not be realized or may take longer than anticipated to be realized; and the possibility that the combination of MUFG Union Bank with U.S. Bancorp, including the integrationof MUFG UnionBank,may bemorecostly or difficultto completethananticipatedor haveunanticipatedadverseresults. 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. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes noobligationto updatethemin lightof newinformationor futureevents. 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. U.S. Bank 2

A trusted partner with a strong foundation NYSE Traded USB Assets $668B Assets Under $448B Management Founded 1863 Deposits $518B Assets Under Custody $10.3T Market Cap $51B Loans $375B & Administration Regional National International Branch footprint Mortgage, Wealth and Payment Services Business, Commercial & Corporate Banking Investment Services U.S. Bank Data as of 9/30/23. 3

Well positioned for future growth Benefits of Cat II commitment relief... Well diversified business mix… Diversified fee revenues and prudent expense management Greater balance sheet flexibility ü will offset industry-wide pressure on NII / NIM as we maintain Renewed focus on high margin / high growth business; Selective RWA our through-the-cycle approach to credit risk management optimization with a low-to-neutral impact on earnings Differentiated Disciplined Expense AOCI transition timing Business Model Management ü Extended phase-in of AOCI over a 3-year transition period; Continued • Wide product set / • Centralized / streamlined burndown of our AFS portfolio through 2025 and beyond deepening client base operations • Distribution network • Digitization / technology • Payments ecosystem modernization A level playing field ü • Scale / market share • ~$900M of expected Subject to existing capital rules or, if adopted, the same transition rules • Revenue growth cost synergies as all other Category III banks under the Basel III End Game proposal Advantage of opportunities Union Bank Strategically focused on sustainable earnings growth U.S. Bank 4

Our differentiated business mix supports consistent growth Payment Services - 25% Consumer & Business Banking - 37% Wealth, Corporate, Commercial & Institutional Banking - 38% Wealth, Corporate, Commercial & Consumer & Business Banking Payment Services Institutional Banking Wealth Management, Asset Management, Capital Markets, Retail Payment Solutions, Branch Banking, Small Business Banking, Global Merchant Acquiring and Consumer Lending, Mortgage Banking and Global Fund Services, Corporate Banking, Commercial Banking, Commercial Real Estate Corporate Payment Systems Omnichannel Delivery Nine months ended 9/30/23 taxable-equivalent basis. U.S. Bank 5 Business line revenue percentages exclude Treasury and Corporate Support; see appendix for reconciliation

Evolution of Wealth, Corporate, Commercial, and Institutional Banking (WCIB) • BofA Securitization • Union Bank Select Acquisitions Trust W WC CIB T IB To oda day y • PFM Asset • AIS Fund Admin Management 500k+ 500k+ • Union Bank Institutional Trust W We ealth Clients alth Clients • Quintillion (Ireland) 8k+ 8k+ Companies Companies 1990s Early 2000s 2008-2017 2017-2022 2023+ 30k+ 30k+ Bank Diversifying Global Financial Crisis Digitize & Capital efficient Go Gov ve ernme rnmen nt t and and rollups products & strengthening risk scale growth I In nstitutions stitutions framework 11k+ 11k+ • Energy Sector • Luxembourg office Select New Product T Te eam members am members 1 • Derivative Products • ESG Advisory Launches • Corporate Bonds • Subscription ~20 ~20 Finance • Municipal Bonds H Hiist storical acquisitions orical acquisitions 2 • OCIO Business Note(s): (1) Environmental, Social, and Governance; (2) Outsourced Chief Investment Office U.S. Bank 6

Wealth, Corporate, Commercial, and Institutional Banking Traditional Loans and Wealth and Capital Markets Transaction Processing Deposits • Corporate Banking • Wealth Management • Global Corporate Trust • Commercial Banking • Capital Markets • Global Fund Services • Commercial Real Estate • Asset Management • Global Treasury Management 38% 34% 28% of 3Q23 WCIB Revenue of 3Q23 WCIB Revenue of 3Q23 WCIB Revenue 0% of total is fee revenue 65% of total is fee revenue 71% of total is fee revenue Governments and Wealthy Companies Clients served: Institutions Individuals U.S. Bank 7

Market leading products across our footprint #5 90% #1 or #2 Investment Grade Bond of Fortune 1000 companies In Corporate Trust 3 1 Lead and Co-Manager 5 bank with us Markets we serve #14 #5 #6 2 4 6 U.S. Commercial Bank Money Market Fund Provider U.S. Custodian Traditional Loans and Wealth and Capital Transaction Processing Deposits Markets Note(s): (1) Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, U.S. Bancorp; (2) Federal Reserve Statistical Release of Insured U.S.-Chartered commercial banks that have consolidated assets of $300 million or more, ranked by consolidated assets as of June 30, 2023; (3) Thomson Reuters LPC as of June 30, 2023; ranking based upon number of issues; Q3 2023 Refinitiv LPC; (4) iMoneyNet Money Fund Report as of 3/31/2023. Ranking based on AUM; (5) US & Europe market share data sourced from Greenstreet ABAlert for the ABS/MBS and CLO rankings and Refinitiv for the Corporate and Municipal rankings. Rankings based upon number of deals and volume in dollars. Data as of September 30, 2023; (6) June 2023 per FDIC; Rankings exclude non-bank custodians, foreign banks, and non-FDIC banks U.S. Bank 8

Track record of growth in our businesses 1,2 Average Revenue ($Bn) •• S St tr ro ong, ng, trust truste ed d br brand and WCIB combined 2018-2022 •• B Br road pr oad product oduct se set t CAGR: 6.8% acr acro oss banking and ss banking and 8.3% CAGR WCIB Fee Revenue 5.8% CAGR WCIB Net Interest Income servicing capabilities servicing capabilities $8.7 $7.8 $7.8 •• D Diiv ve er rs sified client ified client $7.2 $7.0 $6.7 segments segments $5.1 $4.7 $4.7 $3.8 $4.3 $4.1 •• S St tr ro ong balance shee ng balance sheet t $3.6 $3.3 $3.1 $3.1 $2.7 •• O Or rg ganic and anic and $2.6 inor inorganic gr ganic gro ow wth th Jan-Sep 2018 2019 2020 2021 2022 Q3 2023 2023 str strat ategies egies Net Interest Income Fee Revenue Net Interest Income Fee Revenue Note(s): (1) Union Bank is included in the business segment numbers as of December 1, 2022; (2) As of 2021, Community Wealth Loans and Deposits have moved from Consumer & Business Banking into WCIB; All periods have been presented on a consistent basis to reflect these changes U.S. Bank 9

Our breadth and scale provide robust opportunities to serve our clients ✓ Full offering ✓ Partial offering Regional Products U.S. Bank 1 Banking Peers WCIB Clients Institutional Banking ✓ ✓ Capital Markets ✓ ✓ Wealthy 1 1 ~500,000 Individuals Treasury Management ✓ ✓ Wealth Management ✓ ✓ Asset Management ✓ ✓ Companies ~8,000 (cash and short-term) 2 2 Corporate Card ✓ ✓ Merchant Acquiring ✓ Governments Fund Servicing ~30,000 ✓ and Institutions Corporate Trust ✓ Custody ✓ 1 1 2 2 Further details provided on subsequent slides Note(s): (1) Based on company financials and websites. Regional banking peers include Truist, Fifth Third Bank, Citizens Financial, Key, Regions and PNC U.S. Bank 10

Deepening client relationships, product innovation, and expanding into new markets will drive future success Deepen Client Bolster Product Expand to New Base Capabilities Markets U.S. Bank 11

Wealthy Individuals Our holistic offering and extensive client base 1 1 enable growth in Wealth Management Today: Holistic Wealth Management Offering Transform • Team-based model of bankers & advisors Financial • Shift to fee-based agency planning Pre-2018 Credit card Private solutions banking Strengthen • Investment and banking product integration Insurance Investment • Financial planning offering solutions management • Digital capabilities 2018-2020 Business Automated advisory investing Client Client • Client service excellence Grow • Partnerships 2021-2023 • Product innovation Business Trust and lending estate • Broker dealer re-platforming Scale Home Brokerage • Advisor growth mortgage services 2023-beyond • Industrial referral engines Philanthropic giving U.S. Bank 12

Companies Our partnership and proactivity have enabled us 2 2 to grow with our client for the last 15+ years Healthcare Technology Company Example ~15-20% ~15-20% ~15-20% Client R Client R Client Re e ev v ve e enue nue nue 2019-2022 2019-2022 2019-2022 CA CA CAG G GR R R Initial Expand to core Solutions with Customized Serving our client’s Future relationship banking services dedicated service service creation key milestones opportunities Introduction Provided lending Include Payments Co-created Acquired by private Improved client 1 through Wealth solutions through (GTM, Elavon ) technology solutions equity firm; USB experience and Banking Commercial products with a to establish a took part in the technology Banking dedicated service frictionless customer underwriting ecosystem team experience Note(s): (1) Elavon is U.S. Bank’s Merchant Acquiring business unit, GTM is Global Treasury Management U.S. Bank 13

Companies Private Capital: our product set is designed to 2 2 complement a rapidly growing segment Private Capital Segment Client E Client Ex xample: P ample: Pr riv ivat ate Capital e Capital A Asset sset M Ma anager nager • Private market AUM reached Banking Transaction Processing 1 $11.7 trillion in 2022 • Redemption/Liquidity Global Fund Services Global Corporate Trust Facilities • Collateralized Debt • US/Ireland Fund • Innovative segment with Obligation • Subscription Facilities Administration 2 ~20% AUM CAGR growth • Document Custody • Treasury Management • Fund Custody Services • Structured Finance • Our unique product mix and • Depositary Services a service model focused on • Europe Trustee complexity differentiate us Future Opportunities in this segment • Leverage/Liquidity Facilities • Loan and Debt Capital Markets • Management Company Facilities • Corporate Payment Services We serve ~150 clients • Deposits and Cash Services ~22-26% Client Revenue • FX and Derivatives 2019-2022 CAGR Note(s): (1) McKinsey Global Private Markets Review 2023: Private markets turn down the volume; (2) 2017-2022 U.S. Bank 14

Focused on delivering innovative products N Ne ext Generation xt Generation Re Rea al l- -t ti im me e C Cu us st to od dy y Fo For re ei ig gn n E Ex xc ch ha an ng ge e 1 1 CL CLO O Data P Data Pr roduct oduct B Br rok oker er Dealer Dealer Platf Platfo orm rm M Mo odernization dernization Platf Platfo orm rm Data S Data St trat rate eg gi ies and es and C Co ommodit mmodity y T Tr rading ading L Lu ux xe embour mbourg g Office Office I Im mpact Finance pact Finance 2 2 API API Note(s): (1) CLO stands for Collateralized Loan Obligation; (2) API stands for Application Programming Interface U.S. Bank 15

We are expanding our national footprint Expanded California Footprint with Union Bank Market Opportunities WA ME ● Acquired Locations ● U.S. Bank Locations ND MT VT NH MN MA OR NY WI • High household and RI CT ID SD MI WY PA NJ economic growth IA OH NE MD DE IL NV IN WV VA • Existing, robust talent base; UT CO KS MO KY CA NC ~30% of WCIB employees TN OK SC work in expansion markets AZ AR NM AL GA MS and California LA TX • Strong, early successes FL Added more than 50K commercial Existing markets Expansion markets California / Union Bank 1 2 and HNW households relationships The strength of our brand, the breadth of our products, and our investments in digitization have enabled us to grow beyond our branch network Note(s): (1) High Net Worth; (2) Additional growth from Union Bank U.S. Bank 16

In closing • We have an enviable wealth, corporate and institutional franchise which has an increasingly national footprint. • We have a differentiated mix of fee-oriented products and solutions serving these segments; and we are investing to grow our capabilities. • Our strategy is to deepen our relationships, broaden our products and expand our footprint to deliver capital-efficient growth. U.S. Bank 17

U.S. Bank 18

Appendix U.S. Bank 19

Non-GAAP Financial Measures Nine Months Ended September 30, ($in millions) 2023 Line of Business Financial Performance Net Revenue Wealth, Corporate, Commercial and Institutional Banking $ 7,813 Consumer and Business Banking 7,669 Payment Services 5,018 Treasury and Corporate Support 882 Total Company 21,382 Less Treasury and Corporate Support 882 Total Company excluding Treasury and Corporate Support $ 20,500 Percent of Total Company Wealth, Corporate, Commercial and Institutional Banking 37% Consumer and Business Banking 36% Payment Services 23% Treasury and Corporate Support 4% Total Company 100% Percent of Total Company excluding Treasury and Corporate Support Wealth, Corporate, Commercial and Institutional Banking 38% Consumer and Business Banking 37% Payment Services 25% Total Company excluding Treasury and Corporate Support 100% U.S. Bank 20

WCIB Net Revenue Detail Three Months Ended September 30, June 30, September 30, ($ in millions) 2023 2023 2022 Net interest income (taxable-equivalent basis) $ 1,472 $ 1,559 $ 1,439 Noninterest income 1 Trust and investment management fees Wealth management $ 157 $ 161 $ 136 U.S. Bancorp Asset Management 59 57 53 Global corporate trust & custody 2 59 253 241 Fund services 1 41 141 1 34 Other 11 9 7 Global capital markets 1 95 220 155 Treasury management 1 29 135 1 23 All other noninterest income 80 97 57 Total $ 2,503 $ 2,632 $ 2,345 1. Year-over-year, noninterest income increases were driven by higher trust and investment management fees given the acquisition of Union Bank and business growth in Global Corporate Trust & Custody and Fund Services, as well as higher assets under management. On a linked quarter basis, trust and investment management fees increased due to new business growth in Investment Services and higher assets under management. U.S. Bank 21


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