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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 | ||
or | ||
o
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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 |
Delaware
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41-0255900 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
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 | |||
Depositary Shares (each representing
1/1,000th interest in a share of Series B Non-Cumulative Preferred Stock, par value $1.00) |
New York Stock Exchange |
Large accelerated
filer þ
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Accelerated filer o | |
Non-accelerated
filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
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 |
Document
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Parts Into Which Incorporated | |||||
1. | Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2007 (2007 Annual Report) | Parts I and II | ||||
2. | Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 15, 2008 (Proxy Statement) | Part III |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
1
Capital Securities or |
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Closing Date
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Issuer | Preferred Stock | Other Securities | Covered Debt | ||||
12/29/05
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USB Capital VIII and U.S. Bancorp | USB Capital VIIIs $375,000,000 6.35% Trust Preferred Securities | U.S. Bancorps $375,000,000 6.35% Income Capital Obligation Notes due 2065 | U.S. Bancorps 4.50% Medium-Term Notes, Series P (CUSIP No. 91159HGJ3) | ||||
3/17/06
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USB Capital IX and U.S. Bancorp | USB Capital IXs $1,250,000,000 of 6.189% Fixed-to-Floating Rate Normal Income Trust Securities | (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 | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VII (Cusip No. 903301208) | ||||
3/27/06
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U.S. Bancorp | 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 | Not Applicable | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VII (CUSIP No. 903301208) | ||||
4/12/06
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USB Capital X and U.S. Bancorp | USB Capital Xs $500,000,000 6.50% Trust Preferred Securities | U.S. Bancorps 6.50% Income Capital Obligation Notes due 2066 | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VII (CUSIP No. 903301208) | ||||
8/30/06
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USB Capital XI and U.S. Bancorp | USB Capital XIs $765,000,000 6.60% Trust Preferred Securities | U.S. Bancorps 6.60% Income Capital Obligation Notes due 2066 | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VII (CUSIP No. 903301208) | ||||
12/22/06
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USB Realty Corp.(a) and U.S. Bancorp | 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) | Not applicable | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying 5.875% trust preferred securities of USB Capital VII (CUSIP No. 903301208) | ||||
2/1/07
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USB Capital XII and U.S. Bancorp | USB Capital XIIs $535,000,000 6.30% Trust Preferred Securities | U.S. Bancorps 6.30% Income Capital Obligation Notes due 2067 | U.S. Bancorps 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VII (CUSIP No. 903301208) |
(a) | USB Realty Corp. is an indirect subsidiary of U.S. Bank National Association. | |
(b) | 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
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6. | Selected Financial Data |
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
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Item 10. | Directors, Executive Officers and Corporate Governance |
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5
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Number of securities |
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remaining |
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available for future |
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Number of securities |
issuance under |
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to be issued |
Weighted-average |
equity compensation plans |
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upon exercise of |
exercise price of |
(excluding securities |
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outstanding options, |
outstanding options, |
reflected in the |
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Plan Category
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warrants and rights | warrants and rights | first column)(a) | |||||||||
Equity compensation plans approved by security holders(b)
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71,246,975 | $ | 27.25 | 68,344,883 | ||||||||
Equity compensation plans not approved by security holders(c)(d)
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6,314,226 | 23.09 | | |||||||||
Total
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77,561,201 | $ | 25.96 | 68,344,883 |
(a) | 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. | |
(b) | 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. | |
(c) | 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). | |
(d) | 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. |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accounting Fees and Services |
Item 15. | Exhibits, Financial Statement Schedules |
1. | Financial Statements |
| 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 as of December 31, 2007 and 2006 | |
| U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, 2007 | |
| U.S. Bancorp Consolidated Statement of Shareholders Equity for each of the three years in the period ended December 31, 2007 | |
| U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2007 | |
| 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 | |
| U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates |
2. | Financial Statement Schedules |
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3. | Exhibits |
Exhibit |
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Number |
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 | |
(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 | |
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 | |
(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 | |
(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 | |
(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 | |
(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 | |
(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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Exhibit |
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Number |
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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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Employment Agreement with Pamela A. Joseph dated May 7, 2001 | |
(1)(2)10.38
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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
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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
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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
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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 |
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Exhibit |
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Number |
Description
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(1)(2)10.42
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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
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Statement re: Computation of Ratio of Earnings to Fixed Charges | |
13
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2007 Annual Report, pages 18 through 121 | |
21
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Subsidiaries of the Registrant | |
23.1
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Consent of Ernst & Young LLP | |
31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
32
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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 |
(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
By |
/s/ Richard
K. Davis
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Signature and Title
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/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 |
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/s/ Arthur
D. Collins, Jr. Arthur D. Collins, Jr., Director |
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/s/ Peter
H. Coors Peter H. Coors, Director |
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/s/ Joel
W. Johnson Joel W. Johnson, Director |
12
Signature and Title
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/s/ Olivia
F. Kirtley Olivia F. Kirtley, Director |
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/s/ Jerry
W. Levin Jerry W. Levin, Director |
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/s/ David
B. OMaley David B. OMaley, Director |
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/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 |
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/s/ Craig
D. Schnuck Craig D. Schnuck, Director |
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/s/ Warren
R. Staley Warren R. Staley, Director |
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/s/ Patrick
T. Stokes Patrick T. Stokes, Director |
13