Edgar Filing: US BANCORP \DE\

10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from (not applicable)

Commission file number 1-6880

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware

41-0255900

(State or other jurisdiction of

incorporation or organization)

(I.R.S. 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, former address and former fiscal year, if changed since last report)

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, and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO ¨

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):

Large accelerated filer þ

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of April 30, 2016
Common Stock, $0.01 Par Value		1,726,403,089 shares

Table of Contents and Form 10-Q Cross Reference Index


Part I — Financial Information
1) Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2)			3
a) Overview			3
b) Statement of Income Analysis			3
c) Balance Sheet Analysis			5
d) Non-GAAP Financial Measures			30
e) Critical Accounting Policies			32
f) Controls and Procedures (Item 4)			32
2) Quantitative and Qualitative Disclosures About Market Risk/Corporate Risk Profile (Item 3)			7
a) Overview			7
b) Credit Risk Management			8
c) Residual Value Risk Management			22
d) Operational Risk Management			22
e) Compliance Risk Management			22
f) Interest Rate Risk Management			22
g) Market Risk Management			23
h) Liquidity Risk Management			24
i) Capital Management			26
3) Line of Business Financial Review			27
4) Financial Statements (Item 1)			33
Part II — Other Information
1) Legal Proceedings (Item 1)			74
2) Risk Factors (Item 1A)			74
3) Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)			74
4) Exhibits (Item 6)			74
5) Signature			75
6) Exhibits			76

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

This quarterly report on Form 10-Q 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. A reversal or slowing of the current economic recovery or another severe contraction could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which could reduce the availability of funding to certain financial institutions and lead to a tightening of credit, a reduction of business activity, and increased market volatility. Stress in the commercial real estate markets, as well as a downturn in the residential real estate markets could cause credit losses and deterioration in asset values. In addition, U.S. Bancorp’s business and financial performance is likely to be negatively impacted by recently enacted and future legislation and regulation. U.S. Bancorp’s results could also be adversely affected by deterioration in general business and economic conditions; changes in interest 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 securities held in its investment securities portfolio; legal and regulatory developments; litigation; increased competition from both banks and non-banks; changes in customer behavior and preferences; breaches in data security; 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 reputational risk.

For discussion of these and other risks that may cause actual results to differ from expectations, refer to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, 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. However, factors other than these also could adversely affect U.S. Bancorp’s results, and the reader should not consider these factors 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.


U.S. Bancorp		1

Table 1

Selected Financial Data


	Three Months Ended March 31,
(Dollars and Shares in Millions, Except Per Share Data)	2016			2015			Percent Change
Condensed Income Statement
Net interest income (taxable-equivalent basis) (a)	$	2,888		$	2,752			4.9	%
Noninterest income		2,146			2,154			(.4	)
Securities gains (losses), net		3			–			*
Total net revenue		5,037			4,906			2.7
Noninterest expense		2,749			2,665			3.2
Provision for credit losses		330			264			25.0
Income before taxes		1,958			1,977			(1.0	)
Taxable-equivalent adjustment		53			54			(1.9	)
Applicable income taxes		504			479			5.2
Net income		1,401			1,444			(3.0	)
Net (income) loss attributable to noncontrolling interests		(15	)		(13	)		(15.4	)
Net income attributable to U.S. Bancorp	$	1,386		$	1,431			(3.1	)
Net income applicable to U.S. Bancorp common shareholders	$	1,329		$	1,365			(2.6	)
Per Common Share
Earnings per share	$	.77		$	.77			–	%
Diluted earnings per share		.76			.76			–
Dividends declared per share		.255			.245			4.1
Book value per share		23.82			22.20			7.3
Market value per share		40.59			43.67			(7.1	)
Average common shares outstanding		1,737			1,781			(2.5	)
Average diluted common shares outstanding		1,743			1,789			(2.6	)
Financial Ratios
Return on average assets		1.32	%		1.44	%
Return on average common equity		13.0			14.1
Net interest margin (taxable-equivalent basis) (a)		3.06			3.08
Efficiency ratio (b)		54.6			54.3
Net charge-offs as a percent of average loans outstanding		.48			.46
Average Balances
Loans	$	262,281		$	247,950			5.8	%
Loans held for sale		3,167			4,338			(27.0	)
Investment securities (c)		106,031			100,712			5.3
Earning assets		378,208			360,841			4.8
Assets		421,557			401,836			4.9
Noninterest-bearing deposits		78,569			74,511			5.4
Deposits		295,878			278,460			6.3
Short-term borrowings		27,399			29,497			(7.1	)
Long-term debt		34,808			34,436			1.1
Total U.S. Bancorp shareholders’ equity		46,738			44,078			6.0

	March 31, 2016			December 31, 2015
Period End Balances
Loans	$	264,522		$	260,849			1.4	%
Investment securities		107,025			105,587			1.4
Assets		428,638			421,853			1.6
Deposits		306,348			300,400			2.0
Long-term debt		34,872			32,078			8.7
Total U.S. Bancorp shareholders’ equity		46,755			46,131			1.4
Asset Quality
Nonperforming assets	$	1,719		$	1,523			12.9	%
Allowance for credit losses		4,320			4,306			.3
Allowance for credit losses as a percentage of period-end loans		1.63	%		1.65	%
Capital Ratios
Basel III transitional standardized approach:
Common equity tier 1 capital		9.5	%		9.6	%
Tier 1 capital		11.1			11.3
Total risk-based capital		13.1			13.3
Leverage		9.3			9.5
Common equity tier 1 capital to risk-weighted assets for the Basel III transitional advanced approaches		12.3			12.5
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (d)		9.2			9.1
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (d)		11.9			11.9
Tangible common equity to tangible assets (d)		7.7			7.6
Tangible common equity to risk-weighted assets (d)		9.3			9.2

*	Not meaningful

(a)

Presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.

(b)

Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding net securities gains (losses).

(c)

Excludes unrealized gains and losses on available-for-sale investment securities and any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity.

(d)

See Non-GAAP Financial Measures beginning on page 30.


2		U.S. Bancorp

Management’s Discussion and Analysis

OVERVIEW

Earnings Summary U.S. Bancorp and its subsidiaries (the “Company”) reported net income attributable to U.S. Bancorp of $1.4 billion for the first quarter of 2016, or $0.76 per diluted common share, both equal to the first quarter of 2015. Return on average assets and return on average common equity were 1.32 percent and 13.0 percent, respectively, for the first quarter of 2016, compared with 1.44 percent and 14.1 percent, respectively, for the first quarter of 2015.

Total net revenue, on a taxable-equivalent basis, for the first quarter of 2016 was $131 million (2.7 percent) higher than the first quarter of 2015, reflecting a 4.9 percent increase in net interest income, partially offset by a 0.2 percent decrease in noninterest income. The increase in net interest income from the first quarter of 2015 was driven by loan growth and higher rates, partially offset by the impact of a continued shift in loan portfolio mix. The noninterest income decrease was primarily due to lower mortgage banking revenue resulting from lower production.

Noninterest expense in the first quarter of 2016 was $84 million (3.2 percent) higher than the first quarter of 2015, driven by higher compensation expense related to the impact of merit increases and higher variable compensation expense, as well as expenses attributed to compliance-related matters.

The provision for credit losses for the first quarter of 2016 of $330 million was $66 million (25.0 percent) higher than the first quarter of 2015. Net charge-offs in the first quarter of 2016 were $315 million, compared with $279 million in the first quarter of 2015. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

STATEMENT OF INCOME ANALYSIS

Net Interest Income Net interest income, on a taxable-equivalent basis, in the first quarter of 2016 was $2.9 billion, an increase of $136 million (4.9 percent) over the first quarter of 2015. The increase was driven by loan growth and higher rates, partially offset by the impact of a continued shift in loan portfolio mix. Average earning assets were $17.4 billion (4.8 percent) higher than the first quarter of 2015, driven by increases of $14.3 billion (5.8 percent) in loans and $5.3 billion (5.3 percent) in investment securities. The net interest margin, on a taxable-equivalent basis, in the first quarter of 2016 was 3.06 percent, compared with 3.08 percent in the first quarter of 2015. The decrease in the net interest margin from the first quarter of 2015 primarily reflected the impact of higher rates offset by a continued shift in loan portfolio mix, as well as lower average rates on new securities purchases and lower reinvestment rates on maturing securities. Refer to the “Consolidated Daily Average Balance Sheet and Related Yields and Rates” table for further information on net interest income.

Average investment securities in the first quarter of 2016 were $5.3 billion (5.3 percent) higher than the first quarter of 2015, primarily due to purchases of U.S. Treasury securities, net of prepayments and maturities, to support regulatory liquidity coverage ratio requirements.

Average total loans were $14.3 billion (5.8 percent) higher in the first quarter of 2016 than the first quarter of 2015, due to growth in commercial loans (10.2 percent), credit card loans (13.6 percent), residential mortgages (5.4 percent) and other retail loans (3.6 percent). The increases were driven by higher demand for loans from new and existing customers. In addition, at the end of the fourth quarter of 2015, the Company acquired a credit card portfolio which increased first quarter of 2016 average credit card loans by approximately $1.5 billion. These increases were partially offset by a decline in commercial real estate loans (0.6 percent) and loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) (13.3 percent), a run-off portfolio. Average loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC (“covered” loans) decreased to $4.5 billion in the first quarter of 2016, compared with $5.2 billion in the same period of 2015.

Average total deposits for the first quarter of 2016 were $17.4 billion (6.3 percent) higher than the first quarter of 2015. Average noninterest-bearing deposits increased $4.1 billion (5.4 percent) over the prior year, mainly in Wholesale Banking and Commercial Real Estate and Consumer and Small Business Banking. Average total savings deposits were $19.0 billion


U.S. Bancorp		3

Table 2

Noninterest Income


	Three Months Ended March 31,
(Dollars in Millions)	2016		2015		Percent Change
Credit and debit card revenue	$	266	$	241		10.4	%
Corporate payment products revenue		170		170		–
Merchant processing services		373		359		3.9
ATM processing services		80		78		2.6
Trust and investment management fees		339		322		5.3
Deposit service charges		168		161		4.3
Treasury management fees		142		137		3.6
Commercial products revenue		197		200		(1.5	)
Mortgage banking revenue		187		240		(22.1	)
Investment products fees		40		47		(14.9	)
Securities gains (losses), net		3		–		*
Other		184		199		(7.5	)
Total noninterest income	$	2,149	$	2,154		(.2	)%

*	Not meaningful.

(11.6 percent) higher, the result of growth in Wholesale Banking and Commercial Real Estate, Consumer and Small Business Banking, and Wealth Management and Securities Services. Growth in Consumer and Small Business Banking total savings deposits included net new account growth of 3.2 percent. Average time deposits were $5.7 billion (14.4 percent) lower in the first quarter of 2016, compared with the same period of 2015. Changes in time deposits are largely related to those deposits managed as an alternative to other wholesale funding sources, based on funding needs and relative pricing.

Provision for Credit Losses The provision for credit losses for the first quarter of 2016 was $330 million, which was $66 million (25.0 percent) higher than the first quarter of 2015. The increase was driven by deterioration in the Company’s energy-related commercial loan portfolio, reflected by increases in criticized and nonperforming loans. Credit quality, excluding the energy-related loan portfolio, was relatively stable. The provision for credit losses was $15 million higher than net-charge-offs in the first quarter of 2016, compared with $15 million lower than net charge-offs in the first quarter of 2015. The first quarter of 2016 provision reflected an increase in energy-related credit reserves, partially offset by lower reserves related to the Company’s retail portfolios. Net charge-offs increased $36 million (12.9 percent) in the first quarter of 2016, compared with the same period of the prior year, primarily due to higher commercial loan net charge-offs mainly related to the energy portfolio, partially offset by lower charge-offs related to residential mortgages and home equity loans. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

Noninterest Income Noninterest income in the first quarter of 2016 was $2.1 billion, a decrease of $5 million (0.2 percent), compared with the first quarter of 2015. The decrease from a year ago was primarily due to a decrease in mortgage banking revenue, partially offset by increases in credit and debit card revenue, trust and investment management fees, and merchant processing services revenue. Mortgage banking revenue decreased $53 million (22.1 percent) primarily due to lower origination and sales revenue driven by lower volume (a 10 percent decline) and lower pricing as a result of market competition. Credit and debit card revenue increased $25 million (10.4 percent) over the first quarter of 2015, reflecting higher transaction volumes including acquired portfolios. Trust and investment management fees increased $17 million (5.3 percent), reflecting lower fee waivers. Merchant processing services revenue increased $14 million (3.9 percent) as a result of higher transaction volumes and equipment sales to merchants related to new chip card technology requirements. Adjusted for the approximate $9 million impact of foreign currency rate changes, year-over-year merchant processing services growth would have been approximately 6.4 percent.

Noninterest Expense Noninterest expense in the first quarter of 2016 was $2.7 billion, an increase of $84 million (3.2 percent), compared with the first quarter of 2015. The increase from a year ago was primarily due to increased compensation expense, professional services expense, and technology and communications expense, partially offset by lower employee benefits and other noninterest expense. Compensation expense increased $70 million (5.9 percent), principally due to the impact of merit increases and one additional day in the first quarter of 2016, along with higher variable compensation including performance-based incentives and stock-based compensation, which included a one-time all-employee grant of the Company’s common stock. Professional services expense increased $21 million


4		U.S. Bancorp

Table 3

Noninterest Expense


	Three Months Ended March 31,
(Dollars in Millions)	2016			2015			Percent Change
Compensation	$	1,249		$	1,179			5.9	%
Employee benefits		300			317			(5.4	)
Net occupancy and equipment		248			247			.4
Professional services		98			77			27.3
Marketing and business development		77			70			10.0
Technology and communications		233			214			8.9
Postage, printing and supplies		79			82			(3.7	)
Other intangibles		45			43			4.7
Other		420			436			(3.7	)
Total noninterest expense	$	2,749		$	2,665			3.2	%
Efficiency ratio (a)		54.6	%		54.3	%

(a)

Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding net securities gains (losses).

(27.3 percent) primarily due to compliance-related matters, while technology and communications expense increased $19 million (8.9 percent) reflecting acquisition conversion costs. Offsetting these increases were lower employee benefits expense of $17 million (5.4 percent), mainly due to lower pension costs, and a $16 million (3.7 percent) decrease in other noninterest expense, primarily reflecting the impact of lower mortgage servicing-related expenses as well as proceeds from an insurance recovery recognized during the first quarter of 2016.

Income Tax Expense The provision for income taxes was $504 million (an effective rate of 26.5 percent) for the first quarter of 2016, compared with $479 million (an effective rate of 24.9 percent) for the first quarter of 2015. The increase was the result of resolution of certain tax matters in the first quarter of 2015. For further information on income taxes, refer to Note 11 of the Notes to Consolidated Financial Statements.

BALANCE SHEET ANALYSIS

Loans The Company’s loan portfolio was $264.5 billion at March 31, 2016, compared with $260.8 billion at December 31, 2015, an increase of $3.7 billion (1.4 percent). The increase was driven primarily by higher commercial loans, residential mortgages and commercial real estate loans, partially offset by lower credit card loans, other retail loans and covered loans.

Commercial loans and commercial real estate loans increased $2.9 billion (3.3 percent) and $606 million (1.4 percent), respectively, at March 31, 2016, compared with December 31, 2015, reflecting higher demand from new and existing customers.

Residential mortgages held in the loan portfolio increased $1.5 billion (2.7 percent), reflecting higher origination activity in the first quarter of 2016. Residential mortgages originated and placed in the Company’s loan portfolio include well-secured jumbo mortgages and branch-originated first lien home equity loans to borrowers with high credit quality.

Credit card loans decreased $1.1 billion (5.0 percent) at March 31, 2016, compared with December 31, 2015, primarily the result of customers seasonally paying down balances.

Other retail loans decreased $45 million (0.1 percent) at March 31, 2016, compared with December 31, 2015, primarily driven by lower revolving credit and student loans, partially offset by increases in installment and auto loans.

The Company generally retains portfolio loans through maturity; however, the Company’s intent may change over time based upon various factors such as ongoing asset/liability management activities, assessment of product profitability, credit risk, liquidity needs, and capital implications. If the Company’s intent or ability to hold an existing portfolio loan changes, it is transferred to loans held for sale.

Loans Held for Sale Loans held for sale, consisting primarily of residential mortgages to be sold in the secondary market, were $4.0 billion at March 31, 2016, compared with $3.2 billion at December 31, 2015. The increase in loans held for sale was principally due to a higher level of mortgage loan closings in the first quarter of 2016. Almost all of the residential mortgage loans the Company originates or purchases for sale follow guidelines that allow the loans to be sold into existing, highly liquid secondary markets; in particular in government agency transactions and to government-sponsored enterprises (“GSEs”).

Investment Securities Investment securities totaled $107.0 billion at March 31, 2016, compared with $105.6 billion at December 31, 2015. The $1.4 billion (1.4 percent) increase reflected $978 million of net investment purchases and a $483 million favorable change in net unrealized gains (losses) on available-for-sale investment securities.


U.S. Bancorp		5

Table 4

Investment Securities


	Available-for-Sale									Held-to-Maturity
At March 31, 2016 (Dollars in Millions)	Amortized Cost		Fair Value		Weighted- Average Maturity in Years		Weighted- Average Yield (e)			Amortized Cost		Fair Value		Weighted- Average Maturity in Years		Weighted- Average Yield (e)
U.S. Treasury and Agencies
Maturing in one year or less	$	375	$	375		.7		2.46	%	$	—	$	—		—		—	%
Maturing after one year through five years		3,392		3,422		2.8		1.27			1,098		1,115		2.4		1.42
Maturing after five years through ten years		3,894		3,970		6.6		1.94			1,810		1,850		6.7		2.14
Maturing after ten years		1		2		11.4		4.15			—		—		—		—
Total	$	7,662	$	7,769		4.6		1.67	%	$	2,908	$	2,965		5.1		1.87	%
Mortgage-Backed Securities (a)
Maturing in one year or less	$	793	$	795		.6		1.82	%	$	465	$	467		.7		1.92	%
Maturing after one year through five years		45,011		45,424		3.9		1.81			36,473		36,799		3.6		1.99
Maturing after five years through ten years		4,002		4,036		6.2		1.71			2,173		2,189		5.9		1.31
Maturing after ten years		355		352		12.3		1.49			50		49		12.2		1.31
Total	$	50,161	$	50,607		4.1		1.80	%	$	39,161	$	39,504		3.7		1.95	%
Asset-Backed Securities (a)
Maturing in one year or less	$	15	$	18		.7		6.88	%	$	—	$	1		.2		1.05	%
Maturing after one year through five years		171		173		3.5		3.08			6		8		3.4		1.08
Maturing after five years through ten years		354		360		5.7		2.87			2		2		5.8		1.22
Maturing after ten years		—		—		—		—			1		7		11.9		1.19
Total	$	540	$	551		4.9		3.05	%	$	9	$	18		5.1		1.13	%
Obligations of State and Political Subdivisions (b) (c)
Maturing in one year or less	$	2,204	$	2,240		.5		7.03	%	$	—	$	—		.5		9.09	%
Maturing after one year through five years		1,587		1,667		1.8		6.83			1		1		2.7		8.19
Maturing after five years through ten years		1,125		1,157		7.7		5.53			3		3		8.6		3.90
Maturing after ten years		126		133		12.1		6.65			4		4		10.2		2.33
Total	$	5,042	$	5,197		2.8		6.62	%	$	8	$	8		8.9		3.46	%
Other Debt Securities
Maturing in one year or less	$	—	$	—		—		—	%	$	3	$	3		.6		1.67	%
Maturing after one year through five years		—		—		—		—			24		23		3.7		1.44
Maturing after five years through ten years		—		—		—		—			—		—		—		—
Maturing after ten years		678		586		17.3		2.79			—		—		—		—
Total	$	678	$	586		17.3		2.79	%	$	27	$	26		3.4		1.47	%
Other Investments	$	166	$	202		28.9		4.95	%	$	—	$	—		—		—	%
Total investment securities (d)	$	64,249	$	64,912		4.3		2.19	%	$	42,113	$	42,521		3.8		1.94	%

(a)

Information related to asset and mortgage-backed securities included above is presented based upon weighted-average maturities anticipating future prepayments.

(b)

Information related to obligations of state and political subdivisions is presented based upon yield to first optional call date if the security is purchased at a premium, yield to maturity if purchased at par or a discount.

(c)

Maturity calculations for obligations of state and political subdivisions are based on the first optional call date for securities with a fair value above par and contractual maturity for securities with a fair value equal to or below par.

(d)

The weighted-average maturity of the available-for-sale investment securities was 4.7 years at December 31, 2015, with a corresponding weighted-average yield of 2.21 percent. The weighted-average maturity of the held-to-maturity investment securities was 4.2 years at December 31, 2015, with a corresponding weighted-average yield of 1.92 percent.

(e)

Weighted-average yields are presented on a fully-taxable equivalent basis under a tax rate of 35 percent. Yields on available-for-sale and held-to-maturity investment securities are computed based on amortized cost balances, excluding any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity. Weighted-average yield and maturity calculations exclude equity securities that have no stated yield or maturity.


	March 31, 2016					December 31, 2015
(Dollars in Millions)	Amortized Cost		Percent of Total			Amortized Cost		Percent of Total
U.S. Treasury and agencies	$	10,570		9.9	%	$	7,536		7.2	%
Mortgage-backed securities		89,322		84.0			91,265		86.6
Asset-backed securities		549		.5			558		.5
Obligations of state and political subdivisions		5,050		4.8			5,157		4.9
Other debt securities and investments		871		.8			891		.8
Total investment securities	$	106,362		100.0	%	$	105,407		100.0	%


6		U.S. Bancorp

The Company’s available-for-sale securities are carried at fair value with changes in fair value reflected in other comprehensive income (loss) unless a security is deemed to be other-than-temporarily impaired. At March 31, 2016, the Company’s net unrealized gains on available-for-sale securities were $663 million, compared with $180 million at December 31, 2015. The favorable change in net unrealized gains (losses) was primarily due to increases in the fair value of agency mortgage-backed securities as a result of changes in interest rates. Gross unrealized losses on available-for-sale securities totaled $225 million at March 31, 2016, compared with $480 million at December 31, 2015. At March 31, 2016, the Company had no plans to sell securities with unrealized losses, and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.

In December 2013, U.S. banking regulators approved final rules that prohibit banks from holding certain types of investments, such as investments in hedge and certain private equity funds. The Company does not anticipate the implementation of these final rules will require any significant liquidation of securities held or impairment charges. Refer to Notes 3 and 14 in the Notes to Consolidated Financial Statements for further information on investment securities.

Deposits Total deposits were $306.3 billion at March 31, 2016, compared with $300.4 billion at December 31, 2015, the result of an increase in total savings deposits, partially offset by decreases in noninterest-bearing deposits and time deposits. Money market deposit balances increased $6.3 billion (7.3 percent) at March 31, 2016, compared with December 31, 2015, primarily due to higher Wholesale Banking and Commercial Real Estate, and broker-dealer balances. Savings account balances increased $1.8 billion (4.6 percent), primarily due to higher Consumer and Small Business Banking balances. Interest checking balances increased $1.4 billion (2.4 percent) primarily due to higher Wholesale Banking and Commercial Real Estate, broker-dealer and Consumer and Small Business Banking balances, partially offset by lower corporate trust balances. Noninterest-bearing deposits decreased $3.4 billion (4.0 percent) at March 31, 2016, compared with December 31, 2015, primarily due to lower Wealth Management and Securities Services and Wholesale Banking and Commercial Real Estate balances, partially offset by seasonally higher mortgage escrow-related balances. Time deposits decreased $169 million (0.5 percent) at March 31, 2016, compared with December 31, 2015.

Borrowings The Company utilizes both short-term and long-term borrowings as part of its asset/liability management and funding strategies. Short-term borrowings, which include federal funds purchased, commercial paper, repurchase agreements, borrowings secured by high-grade assets and other short-term borrowings, were $23.8 billion at March 31, 2016, compared with $27.9 billion at December 31, 2015. The $4.1 billion (14.7 percent) decrease in short-term borrowings was primarily due to lower commercial paper and other short-term borrowings balances. Long-term debt was $34.9 billion at March 31, 2016, compared with $32.1 billion at December 31, 2015. The $2.8 billion (8.7 percent) increase was primarily due to the issuances of $2.9 billion of bank notes and $1.2 billion of medium-term notes, and a $1.7 billion increase in Federal Home Loan Bank (“FHLB”) advances, partially offset by $3.1 billion of bank note and subordinated note repayments and maturities. Refer to the “Liquidity Risk Management” section for discussion of liquidity management of the Company.

CORPORATE RISK PROFILE

Overview Managing risks is an essential part of successfully operating a financial services company. The Company’s Board of Directors has approved a risk management framework which establishes governance and risk management requirements for all risk-taking activities. This framework includes Company and business line risk appetite statements which set boundaries for the types and amount of risk that may be undertaken in pursuing business objectives and initiatives. The Board of Directors, through its Risk Management Committee, oversees performance relative to the risk management framework, risk appetite statements, and other policy requirements.

The Executive Risk Committee (“ERC”), which is chaired by the Chief Risk Officer and includes the Chief Executive Officer and other members of the executive management team, oversees execution against the risk management framework and risk appetite statements. The ERC focuses on current and emerging risks, including strategic and reputational risks, by directing timely and comprehensive actions. Senior operating committees have also been established, each responsible for overseeing a specified category of risk.

The Company’s most prominent risk exposures are credit, interest rate, market, liquidity, operational, compliance, strategic, and reputational. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan, investment or derivative contract when


U.S. Bancorp		7

it is due. Interest rate risk is the potential reduction of net interest income or market valuations as a result of changes in interest rates. Market risk arises from fluctuations in interest rates, foreign exchange rates, and security prices that may result in changes in the values of financial instruments, such as trading and available-for-sale securities, mortgage loans held for sale (“MLHFS”), mortgage servicing rights (“MSRs”) and derivatives that are accounted for on a fair value basis. Liquidity risk is the possible inability to fund obligations or new business at a reasonable cost and in a timely manner. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, or systems, or from external events, including the risk of loss resulting from breaches in data security. Operational risk can also include failures by third parties with which the Company does business. Compliance risk is the risk of loss arising from violations of, or nonconformance with, laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards, potentially exposing the Company to fines, civil money penalties, payment of damages, and the voiding of contracts. Compliance risk also arises in situations where the laws or rules governing certain Company products or activities of the Company’s customers may be ambiguous or untested. Strategic risk is the risk to earnings or capital arising from adverse business decisions or improper implementation of those decisions. Reputational risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from negative public opinion. This risk may impair the Company’s competitiveness by affecting its ability to establish new relationships, offer new services or continue serving existing relationships. In addition to the risks identified above, other risk factors exist that may impact the Company. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for a detailed discussion of these factors.

The Company’s Board and management-level governance committees are supported by a “three lines of defense” model for establishing effective checks and balances. The first line of defense, the business lines, manages risks in conformity with established limits and policy requirements. In turn, business leaders and their risk officers establish programs to ensure conformity with these limits and policy requirements. The second line of defense, which includes the Chief Risk Officer’s organization as well as policy and oversight activities of corporate support functions, translates risk appetite and strategy into actionable risk limits and policies. The second line of defense monitors first line of defense conformity with limits and policies, and provides reporting and escalation of emerging risks and other concerns to senior management and the Risk Management Committee of the Board of Directors. The third line of defense, internal audit, is responsible for providing the Audit Committee of the Board of Directors and senior management with independent assessment and assurance regarding the effectiveness of the Company’s governance, risk management, and control processes.

Management provides various risk reports to the Risk Management Committee of the Board of Directors. The Risk Management Committee discusses with management the Company’s risk management performance, and provides a summary of key risks to the entire Board of Directors, covering the status of existing matters, areas of potential future concern, and specific information on certain types of loss events. The Risk Management Committee considers quarterly reports by management assessing the Company’s performance relative to the risk appetite statements and the associated risk limits, including:

•

Qualitative considerations, such as the macroeconomic environment, regulatory and compliance changes, litigation developments, and technology and cybersecurity;

•

Capital ratios and projections, including regulatory measures and stressed scenarios;

•

Credit measures, including adversely rated and nonperforming loans, leveraged transactions, credit concentrations and lending limits;

•

Interest rate and market risk, including market value and net income simulation, and trading-related Value at Risk;

•

Liquidity risk, including funding projections under various stressed scenarios;

•

Operational and compliance risk, including losses stemming from events such as fraud, processing errors, control breaches, breaches in data security, or adverse business decisions, as well as reporting on technology performance, and various legal and regulatory compliance measures; and

•

Reputational and strategic risk considerations, impacts and responses.

Credit Risk Management The Company’s strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria, and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. In evaluating its credit risk, the Company considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), collateral values, trends in loan performance and macroeconomic factors, such as changes in unemployment rates, gross domestic


8		U.S. Bancorp

product and consumer bankruptcy filings. The Risk Management Committee oversees the Company’s credit risk management process.

In addition, credit quality ratings, as defined by the Company, are an important part of the Company’s overall credit risk management and evaluation of its allowance for credit losses. Loans with a pass rating represent those loans not classified on the Company’s rating scale for problem credits, as minimal risk has been identified. Loans with a special mention or classified rating, including loans that are 90 days or more past due and still accruing, nonaccrual loans, those considered troubled debt restructurings (“TDRs”), and loans in a junior lien position that are current but are behind a modified or delinquent loan in a first lien position, encompass all loans held by the Company that it considers to have a potential or well-defined weakness that may put full collection of contractual cash flows at risk. The Company’s internal credit quality ratings for consumer loans are primarily based on delinquency and nonperforming status, except for a limited population of larger loans within those portfolios that are individually evaluated. For this limited population, the determination of the internal credit quality rating may also consider collateral value and customer cash flows. The Company obtains recent collateral value estimates for the majority of its residential mortgage and home equity and second mortgage portfolios, which allows the Company to compute estimated loan-to-value (“LTV”) ratios reflecting current market conditions. These individual refreshed LTV ratios are considered in the determination of the appropriate allowance for credit losses. However, the underwriting criteria the Company employs consider the relevant income and credit characteristics of the borrower, such that the collateral is not the primary source of repayment. Refer to Note 4 in the Notes to Consolidated Financial Statements for further discussion of the Company’s loan portfolios including internal credit quality ratings. In addition, refer to “Management’s Discussion and Analysis — Credit Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for a more detailed discussion on credit risk management processes.

The Company manages its credit risk, in part, through diversification of its loan portfolio and limit setting by product type criteria and concentrations. As part of its normal business activities, the Company offers a broad array of lending products. The Company categorizes its loan portfolio into three segments, which is the level at which it develops and documents a systematic methodology to determine the allowance for credit losses. The Company’s three loan portfolio segments are commercial lending, consumer lending and covered loans.

The commercial lending segment includes loans and leases made to small business, middle market, large corporate, commercial real estate, financial institution, non-profit and public sector customers. Key risk characteristics relevant to commercial lending segment loans include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial flexibility, loan covenants, and nature of pledged collateral, if any. These risk characteristics, among others, are considered in determining estimates about the likelihood of default by the borrowers and the severity of loss in the event of default. The Company considers these risk characteristics in assigning internal risk ratings to, or forecasting losses on, these loans which are the significant factors in determining the allowance for credit losses for loans in the commercial lending segment.

Included within the commercial lending segment are commercial loans to energy-related businesses, which represented 1.3 percent of the Company’s total loans outstanding at March 31, 2016. The continued decline in energy prices has resulted in further deterioration of a portion of these loans, which has led to an increase in criticized commitments and nonperforming loans at March 31, 2016, compared with December 31, 2015.

The following table provides a summary of amounts outstanding and credit quality statistics for the Company’s energy-related loans:


(Dollars in Millions)	March 31, 2016			December 31, 2015
Loans outstanding	$	3,417		$	3,183
Total commitments outstanding		11,931			12,118
Total criticized commitments outstanding		4,167			1,886
Nonperforming assets		276			19
Allowance for credit losses as a percentage of loans outstanding		9.1	%		5.4	%

The consumer lending segment represents loans and leases made to consumer customers, including residential mortgages, credit card loans, and other retail loans such as revolving consumer lines, auto loans and leases, student loans, and home equity loans and lines. Home equity or second mortgage loans are junior lien closed-end accounts fully disbursed at origination. These loans typically are fixed rate loans, secured by residential real estate, with a 10- or 15-year fixed payment amortization schedule. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. These include accounts in either a first or junior lien position. Typical terms on


U.S. Bancorp		9

home equity lines in the portfolio are variable rates benchmarked to the prime rate, with a 10- or 15-year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 20- or 10-year amortization period, respectively. At March 31, 2016, substantially all of the Company’s home equity lines were in the draw period. Approximately $979 million, or 7 percent, of the outstanding home equity line balances at March 31, 2016, will enter the amortization period within the next 36 months. Key risk characteristics relevant to consumer lending segment loans primarily relate to the borrowers’ capacity and willingness to repay and include unemployment rates and other economic factors, customer payment history and in some cases, updated LTV information on real estate based loans. These risk characteristics, among others, are reflected in forecasts of delinquency levels, bankruptcies and losses which are the primary factors in determining the allowance for credit losses for the consumer lending segment.

The covered loan segment represents loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC that greatly reduce the risk of future credit losses to the Company. Key risk characteristics for covered segment loans are consistent with the segment they would otherwise be included in had the loss share coverage not been in place, but consider the indemnification provided by the FDIC.

The Company further disaggregates its loan portfolio segments into various classes based on their underlying risk characteristics. The two classes within the commercial lending segment are commercial loans and commercial real estate loans. The three classes within the consumer lending segment are residential mortgages, credit card loans and other retail loans. The covered loan segment consists of only one class.

The Company’s consumer lending segment utilizes several distinct business processes and channels to originate consumer credit, including traditional branch lending, indirect lending, portfolio acquisitions, correspondent banks and loan brokers. Each distinct underwriting and origination activity manages unique credit risk characteristics and prices its loan production commensurate with the differing risk profiles.

Residential mortgages are originated through the Company’s branches, loan production offices and a wholesale network of originators. The Company may retain residential mortgage loans it originates on its balance sheet or sell the loans into the secondary market while retaining the servicing rights and customer relationships. Utilizing the secondary markets enables the Company to effectively reduce its credit and other asset/liability risks. For residential mortgages that are retained in the Company’s portfolio and for home equity and second mortgages, credit risk is also diversified by geography and managed by adherence to LTV and borrower credit criteria during the underwriting process.

The Company estimates updated LTV information on its outstanding residential mortgages quarterly, based on a method that combines automated valuation model updates and relevant home price indices. LTV is the ratio of the loan’s outstanding principal balance to the current estimate of property value. For home equity and second mortgages, combined loan-to-value (“CLTV”) is the combination of the first mortgage original principal balance and the second lien outstanding principal balance, relative to the current estimate of property value. Certain loans do not have a LTV or CLTV, primarily due to lack of availability of relevant automated valuation model and/or home price indices values, or lack of necessary valuation data on acquired loans.

The following tables provide summary information for the LTVs of residential mortgages and home equity and second mortgages by borrower type at March 31, 2016:


Residential mortgages (Dollars in Millions)	Interest Only		Amortizing		Total		Percent of Total
Prime Borrowers
Less than or equal to 80%	$	1,668	$	41,471	$	43,139		88.8	%
Over 80% through 90%		43		3,084		3,127		6.4
Over 90% through 100%		22		1,058		1,080		2.2
Over 100%		32		1,114		1,146		2.4
No LTV available		2		111		113		.2
Total	$	1,767	$	46,838	$	48,605		100.0	%
Sub-Prime Borrowers
Less than or equal to 80%	$	–	$	566	$	566		54.7	%
Over 80% through 90%		–		166		166		16.0
Over 90% through 100%		–		136		136		13.2
Over 100%		–		166		166		16.0
No LTV available		–		1		1		.1
Total	$	–	$	1,035	$	1,035		100.0	%
Other Borrowers
Less than or equal to 80%	$	1	$	360	$	361		61.1	%
Over 80% through 90%		–		79		79		13.4
Over 90% through 100%		–		48		48		8.1
Over 100%		–		103		103		17.4
No LTV available		–		–		–		–
Total	$	1	$	590	$	591		100.0	%
Loans Purchased From GNMA Mortgage Pools (a)	$	–	$	4,724	$	4,724		100.0	%
Total
Less than or equal to 80%	$	1,669	$	42,397	$	44,066		80.2	%
Over 80% through 90%		43		3,329		3,372		6.1
Over 90% through 100%		22		1,242		1,264		2.3
Over 100%		32		1,383		1,415		2.6
No LTV available		2		112		114		.2
Loans purchased from GNMA mortgage pools (a)		–		4,724		4,724		8.6
Total	$	1,768	$	53,187	$	54,955		100.0	%

(a)

Represents loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.


10		U.S. Bancorp


Home equity and second mortgages (Dollars in Millions)	Lines		Loans		Total		Percent of Total
Prime Borrowers
Less than or equal to 80%	$	10,493	$	529	$	11,022		69.9	%
Over 80% through 90%		2,340		373		2,713		17.2
Over 90% through 100%		949		136		1,085		6.9
Over 100%		736		121		857		5.4
No LTV/CLTV available		58		27		85		.6
Total	$	14,576	$	1,186	$	15,762		100.0	%
Sub-Prime Borrowers
Less than or equal to 80%	$	36	$	24	$	60		32.3	%
Over 80% through 90%		9		17		26		14.0
Over 90% through 100%		8		20		28		15.0
Over 100%		17		54		71		38.2
No LTV/CLTV available		–		1		1		.5
Total	$	70	$	116	$	186		100.0	%
Other Borrowers
Less than or equal to 80%	$	225	$	11	$	236		61.5	%
Over 80% through 90%		35		4		39		10.2
Over 90% through 100%		11		1		12		3.1
Over 100%		12		2		14		3.6
No LTV/CLTV available		83		–		83		21.6
Total	$	366	$	18	$	384		100.0	%
Total
Less than or equal to 80%	$	10,754	$	564	$	11,318		69.3	%
Over 80% through 90%		2,384		394		2,778		17.0
Over 90% through 100%		968		157		1,125		6.9
Over 100%		765		177		942		5.8
No LTV/CLTV available		141		28		169		1.0
Total	$	15,012	$	1,320	$	16,332		100.0	%

At March 31, 2016, approximately $1.0 billion of residential mortgages were to customers that may be defined as sub-prime borrowers based on credit scores from independent agencies at loan origination, compared with $1.1 billion at December 31, 2015. In addition to residential mortgages, at March 31, 2016, $186 million of home equity and second mortgage loans were to customers that may be defined as sub-prime borrowers, compared with $195 million at December 31, 2015. The total amount of consumer lending segment residential mortgage, home equity and second mortgage loans to customers that may be defined as sub-prime borrowers represented only 0.3 percent of total assets at March 31, 2016 and December 31, 2015. The Company considers sub-prime loans to be those made to borrowers with a risk of default significantly higher than those approved for prime lending programs, as reflected in credit scores obtained from independent agencies at loan origination, in addition to other credit underwriting criteria. Sub-prime portfolios include only loans originated according to the Company’s underwriting programs specifically designed to serve customers with weakened credit histories. The sub-prime designation indicators have been and will continue to be subject to re-evaluation over time as borrower characteristics, payment performance and economic conditions change. The sub-prime loans originated during periods from June 2009 and after are with borrowers who met the Company’s program guidelines and have a credit score that generally is at or below a threshold of 620 to 650 depending on the program. Sub-prime loans originated during periods prior to June 2009 were based upon program level guidelines without regard to credit score.

Home equity and second mortgages were $16.3 billion at March 31, 2016, compared with $16.4 billion at December 31, 2015, and included $5.0 billion of home equity lines in a first lien position and $11.3 billion of home equity and second mortgage loans and lines in a junior lien position. Loans and lines in a junior lien position at March 31, 2016, included approximately $4.5 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $6.8 billion where the Company did not service the related first lien loan. The Company was able to determine the status of the related first liens using information the Company has as the servicer of the first lien or information reported on customer credit bureau files. The Company also evaluates other indicators of credit risk for these junior lien loans and lines including delinquency, estimated average CLTV ratios and updated weighted-average credit scores in making its assessment of credit risk, related loss estimates and determining the allowance for credit losses.

The following table provides a summary of delinquency statistics and other credit quality indicators for the Company’s junior lien positions at March 31, 2016:


	Junior Liens Behind
(Dollars in Millions)	Company Owned or Serviced First Lien			Third Party First Lien			Total
Total	$	4,517		$	6,847		$	11,364
Percent 30 - 89 days past due		.28	%		.44	%		.37	%
Percent 90 days or more past due		.14	%		.10	%		.12	%
Weighted-average CLTV		75	%		72	%		73	%
Weighted-average credit score		773			766			769

See the “Analysis and Determination of the Allowance for Credit Losses” section for additional information on how the Company determines the allowance for credit losses for loans in a junior lien position.


U.S. Bancorp		11

Table 5

Delinquent Loan Ratios as a Percent of Ending Loan Balances


90 days or more past due excluding nonperforming loans	March 31, 2016			December 31, 2015
Commercial
Commercial		.06	%		.06	%
Lease financing		–			–
Total commercial		.05			.05
Commercial Real Estate
Commercial mortgages		.01			–
Construction and development		.13			.13
Total commercial real estate		.04			.03
Residential Mortgages (a)		.31			.33
Credit Card		1.10			1.09
Other Retail
Retail leasing		.02			.02
Home equity and second mortgages		.26			.25
Other		.10			.11
Total other retail (b)		.15			.15
Total loans, excluding covered loans		.20			.21
Covered Loans		6.23			6.31
Total loans		.30	%		.32	%

90 days or more past due including nonperforming loans	March 31, 2016			December 31, 2015
Commercial		.57	%		.25	%
Commercial real estate		.28			.33
Residential mortgages (a)		1.54			1.66
Credit card		1.14			1.13
Other retail (b)		.45			.46
Total loans, excluding covered loans		.75			.67
Covered loans		6.39			6.48
Total loans		.84	%		.78	%

(a)

Delinquent loan ratios exclude $2.8 billion at March 31, 2016, and $2.9 billion at December 31, 2015, of loans purchased from GNMA mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Including these loans, the ratio of residential mortgages 90 days or more past due including all nonperforming loans was 6.64 percent at March 31, 2016, and 7.15 percent at December 31, 2015.

(b)

Delinquent loan ratios exclude student loans that are guaranteed by the federal government. Including these loans, the ratio of total other retail loans 90 days or more past due including all nonperforming loans was ..66 percent at March 31, 2016, and .75 percent at December 31, 2015.

Loan Delinquencies Trends in delinquency ratios are an indicator, among other considerations, of credit risk within the Company’s loan portfolios. The Company measures delinquencies, both including and excluding nonperforming loans, to enable comparability with other companies. Accruing loans 90 days or more past due totaled $804 million ($528 million excluding covered loans) at March 31, 2016, compared with $831 million ($541 million excluding covered loans) at December 31, 2015. These balances exclude loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs, as well as student loans guaranteed by the federal government. Accruing loans 90 days or more past due are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, are in the process of collection and are reasonably expected to result in repayment or restoration to current status, or are managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines. The ratio of accruing loans 90 days or more past due to total loans was 0.30 percent (0.20 percent excluding covered loans) at March 31, 2016, compared with 0.32 percent (0.21 percent excluding covered loans) at December 31, 2015.


12		U.S. Bancorp

The following table provides summary delinquency information for residential mortgages, credit card and other retail loans included in the consumer lending segment:


	Amount				As a Percent of Ending Loan Balances
(Dollars in Millions)	March 31, 2016		December 31, 2015		March 31, 2016			December 31, 2015
Residential Mortgages (a)
30-89 days	$	134	$	170		.24	%		.32	%
90 days or more		169		176		.31			.33
Nonperforming		677		712		1.23			1.33
Total	$	980	$	1,058		1.78	%		1.98	%
Credit Card
30-89 days	$	219	$	243		1.09	%		1.15	%
90 days or more		220		228		1.10			1.09
Nonperforming		7		9		.04			.04
Total	$	446	$	480		2.23	%		2.28	%
Other Retail
Retail Leasing
30-89 days	$	9	$	11		.17	%		.21	%
90 days or more		1		1		.02			.02
Nonperforming		2		3		.04			.06
Total	$	12	$	15		.23	%		.29	%
Home Equity and Second Mortgages
30-89 days	$	63	$	59		.39	%		.36	%
90 days or more		43		41		.26			.25
Nonperforming		131		136		.80			.83
Total	$	237	$	236		1.45	%		1.44	%
Other (b)
30-89 days	$	123	$	154		.42	%		.52	%
90 days or more		31		33		.10			.11
Nonperforming		24		23		.08			.08
Total	$	178	$	210		.60	%		.71	%

(a)

Excludes $271 million of loans 30-89 days past due and $2.8 billion of loans 90 days or more past due at March 31, 2016, purchased from GNMA mortgage pools that continue to accrue interest, compared with $320 million and $2.9 billion at December 31, 2015, respectively.

(b)

Includes revolving credit, installment, automobile and student loans.

The following tables provide further information on residential mortgages and home equity and second mortgages as a percent of ending loan balances by borrower type:


Residential mortgages (a)	March 31, 2016			December 31, 2015
Prime Borrowers
30-89 days		.21	%		.25	%
90 days or more		.27			.30
Nonperforming		1.03			1.12
Total		1.51	%		1.67	%
Sub-Prime Borrowers
30-89 days		2.41	%		3.92	%
90 days or more		2.90			2.52
Nonperforming		14.69			15.30
Total		20.00	%		21.74	%
Other Borrowers
30-89 days		1.19	%		1.60	%
90 days or more		1.35			1.12
Nonperforming		4.06			4.00
Total		6.60	%		6.72	%

(a)

Excludes delinquent and nonperforming information on loans purchased from GNMA mortgage pools as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.


Home equity and second mortgages	March 31, 2016			December 31, 2015
Prime Borrowers
30-89 days		.35	%		.31	%
90 days or more		.23			.23
Nonperforming		.72			.74
Total		1.30	%		1.28	%
Sub-Prime Borrowers
30-89 days		1.61	%		2.56	%
90 days or more		1.08			1.03
Nonperforming		4.84			4.62
Total		7.53	%		8.21	%
Other Borrowers
30-89 days		1.30	%		1.23	%
90 days or more		1.04			.74
Nonperforming		2.35			2.45
Total		4.69	%		4.42	%

The following table provides summary delinquency information for covered loans:


	Amount				As a Percent of Ending Loan Balances
(Dollars in Millions)	March 31, 2016		December 31, 2015		March 31, 2016			December 31, 2015
30-89 days	$	60	$	62		1.35	%		1.35	%
90 days or more		276		290		6.23			6.31
Nonperforming		7		8		.16			.17
Total	$	343	$	360		7.74	%		7.83	%


U.S. Bancorp		13

Restructured Loans In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. In most cases the modification is either a concessionary reduction in interest rate, extension of the maturity date or reduction in the principal balance that would otherwise not be considered.

Troubled Debt Restructurings Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in the payments to be received. TDRs accrue interest if the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles, which is generally six months or greater. At March 31, 2016, performing TDRs were $4.6 billion, compared with $4.7 billion at December 31, 2015. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

The Company continues to work with customers to modify loans for borrowers who are experiencing financial difficulties, including those acquired through FDIC-assisted acquisitions. Many of the Company’s TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes. The modifications vary within each of the Company’s loan classes. Commercial lending segment TDRs generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate. The Company may also work with the borrower to make other changes to the loan to mitigate losses, such as obtaining additional collateral and/or guarantees to support the loan.

The Company has also implemented certain residential mortgage loan restructuring programs that may result in TDRs. The Company participates in the U.S. Department of the Treasury Home Affordable Modification Program (“HAMP”). HAMP gives qualifying homeowners an opportunity to permanently modify their loan and achieve more affordable monthly payments, with the U.S. Department of the Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program. The Company also modifies residential mortgage loans under Federal Housing Administration, Department of Veterans Affairs, and its own internal programs. Under these programs, the Company provides concessions to qualifying borrowers experiencing financial difficulties. The concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extensions of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement and the loan documents are not modified until that time. The Company reports loans in a trial period arrangement as TDRs and continues to report them as TDRs after the trial period.

Credit card and other retail loan TDRs are generally part of distinct restructuring programs providing customers modification solutions over a specified time period, generally up to 60 months.

In accordance with regulatory guidance, the Company considers secured consumer loans that have had debt discharged through bankruptcy where the borrower has not reaffirmed the debt to be TDRs. If the loan amount exceeds the collateral value, the loan is charged down to collateral value and the remaining amount is reported as nonperforming.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for purposes of the Company’s accounting and disclosure if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with modifications on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under the loss sharing agreements.


14		U.S. Bancorp

The following table provides a summary of TDRs by loan class, including the delinquency status for TDRs that continue to accrue interest and TDRs included in nonperforming assets:


			As a Percent of Performing TDRs
At March 31, 2016 (Dollars in Millions)	Performing TDRs		30-89 Days Past Due			90 Days or More Past Due			Nonperforming TDRs			Total TDRs
Commercial	$	347		5.8	%		1.1	%	$	179	(a)	$	526
Commercial real estate		212		3.0			4.3			36	(b)		248
Residential mortgages		1,827		2.6			3.4			446			2,273	(d)
Credit card		205		9.7			6.9			7	(c)		212
Other retail		144		3.8			4.9			60	(c)		204	(e)
TDRs, excluding GNMA and covered loans		2,735		3.6			3.5			728			3,463
Loans purchased from GNMA mortgage pools		1,820		4.2			66.7			–			1,820	(f)
Covered loans		31		3.2			5.7			4			35
Total	$	4,586		3.9	%		28.6	%	$	732		$	5,318

(a)

Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months) and small business credit cards with a modified rate equal to 0 percent.

(b)

Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months).

(c)

Primarily represents loans with a modified rate equal to 0 percent.

(d)

Includes $298 million of residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $65 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

(e)

Includes $100 million of other retail loans to borrowers that have had debt discharged through bankruptcy and $18 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

(f)

Includes $465 million of Federal Housing Administration and Department of Veterans Affairs residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $613 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

Short-term Modifications The Company makes short-term modifications that it does not consider to be TDRs, in limited circumstances, to assist borrowers experiencing temporary hardships. Consumer lending programs include payment reductions, deferrals of up to three past due payments, and the ability to return to current status if the borrower makes required payments. The Company may also make short-term modifications to commercial lending loans, with the most common modification being an extension of the maturity date of three months or less. Such extensions generally are used when the maturity date is imminent and the borrower is experiencing some level of financial stress, but the Company believes the borrower will pay all contractual amounts owed. Short-term modified loans were not material at March 31, 2016.


U.S. Bancorp		15

Table 6

Nonperforming Assets (a)


(Dollars in Millions)	March 31, 2016			December 31, 2015
Commercial
Commercial	$	457		$	160
Lease financing		16			14
Total commercial		473			174
Commercial Real Estate
Commercial mortgages		94			92
Construction and development		10			35
Total commercial real estate		104			127
Residential Mortgages (b)		677			712
Credit Card		7			9
Other Retail
Retail leasing		2			3
Home equity and second mortgages		131			136
Other		24			23
Total other retail		157			162
Total nonperforming loans, excluding covered loans		1,418			1,184
Covered Loans		7			8
Total nonperforming loans		1,425			1,192
Other Real Estate (c)(d)		242			280
Covered Other Real Estate (d)		33			32
Other Assets		19			19
Total nonperforming assets	$	1,719		$	1,523
Total nonperforming assets, excluding covered assets	$	1,679		$	1,483
Excluding covered assets
Accruing loans 90 days or more past due (b)	$	528		$	541
Nonperforming loans to total loans		.55	%		.46	%
Nonperforming assets to total loans plus other real estate (c)		.64	%		.58	%
Including covered assets
Accruing loans 90 days or more past due (b)	$	804		$	831
Nonperforming loans to total loans		.54	%		.46	%
Nonperforming assets to total loans plus other real estate (c)		.65	%		.58	%

Changes in Nonperforming Assets


(Dollars in Millions)	Commercial and Commercial Real Estate			Residential Mortgages, Credit Card and Other Retail			Covered Assets			Total
Balance December 31, 2015	$	336		$	1,147		$	40		$	1,523
Additions to nonperforming assets
New nonaccrual loans and foreclosed properties		404			94			5			503
Advances on loans		14			–			–			14
Total additions		418			94			5			517
Reductions in nonperforming assets
Paydowns, payoffs		(7	)		(70	)		(1	)		(78	)
Net sales		(43	)		(40	)		(4	)		(87	)
Return to performing status		(22	)		(29	)		–			(51	)
Charge-offs (e)		(81	)		(24	)		–			(105	)
Total reductions		(153	)		(163	)		(5	)		(321	)
Net additions to (reductions in) nonperforming assets		265			(69	)		–			196
Balance March 31, 2016	$	601		$	1,078		$	40		$	1,719

(a)

Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.

(b)

Excludes $2.8 billion and $2.9 billion at March 31, 2016, and December 31, 2015, respectively, of loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest, as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

(c)

Foreclosed GNMA loans of $477 million and $535 million at March 31, 2016, and December 31, 2015, respectively, continue to accrue interest and are recorded as other assets and excluded from nonperforming assets because they are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

(d)

Includes equity investments in entities whose principal assets are other real estate owned.

(e)

Charge-offs exclude actions for certain card products and loan sales that were not classified as nonperforming at the time the charge-off occurred.


16		U.S. Bancorp

Nonperforming Assets The level of nonperforming assets represents another indicator of the potential for future credit losses. Nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms and not accruing interest, restructured loans that have not met the performance period required to return to accrual status, other real estate owned (“OREO”) and other nonperforming assets owned by the Company. Nonperforming assets are generally either originated by the Company or acquired under FDIC loss sharing agreements that substantially reduce the risk of credit losses to the Company. Interest payments collected from assets on nonaccrual status are generally applied against the principal balance and not recorded as income. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible.

At March 31, 2016, total nonperforming assets were $1.7 billion, compared with $1.5 billion at December 31, 2015. The $196 million (12.9 percent) increase in nonperforming assets was primarily driven by a $257 million increase in nonperforming commercial loans to energy-related businesses, partially offset by improvements in the Company’s residential and commercial real estate portfolios. Excluding energy-related loans, nonperforming assets decreased 4.1 percent at March 31, 2016, compared with December 31, 2015. Nonperforming covered assets were $40 million at March 31, 2016 and December 31, 2015. The ratio of total nonperforming assets to total loans and other real estate was 0.65 percent at March 31, 2016, compared with 0.58 percent at December 31, 2015.

OREO, excluding covered assets, was $242 million at March 31, 2016, compared with $280 million at December 31, 2015, and was related to foreclosed properties that previously secured loan balances. These balances exclude foreclosed GNMA loans whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

The following table provides an analysis of OREO, excluding covered assets, as a percent of their related loan balances, including geographical location detail for residential (residential mortgage, home equity and second mortgage) and commercial (commercial and commercial real estate) loan balances:


	Amount				As a Percent of Ending Loan Balances
(Dollars in Millions)	March 31, 2016		December 31, 2015		March 31, 2016			December 31, 2015
Residential
Minnesota	$	19	$	23		.31	%		.37	%
Illinois		18		18		.42			.42
Wisconsin		13		11		.57			.49
Ohio		12		17		.39			.56
Florida		12		17		.77			1.12
All other states		150		164		.28			.31
Total residential		224		250		.31			.36
Commercial
California		5		11		.02			.05
Illinois		2		5		.03			.08
Indiana		2		2		.13			.13
Tennessee		1		1		.04			.04
Iowa		1		1		.04			.04
All other states		7		10		.01			.01
Total commercial		18		30		.01			.02
Total	$	242	$	280		.09	%		.11	%

Analysis of Loan Net Charge-Offs Total loan net charge-offs were $315 million for the first quarter of 2016, compared with $279 million for the first quarter of 2015. The ratio of total loan net charge-offs to average loans

Table 7

Net Charge-offs as a Percent of Average Loans Outstanding


	Three Months Ended March 31,
	2016			2015
Commercial
Commercial		.37	%		.21	%
Lease financing		.38			.23
Total commercial		.37			.21
Commercial Real Estate
Commercial mortgages		(.03	)		(.01	)
Construction and development		(.11	)		(.72	)
Total commercial real estate		(.05	)		(.17	)
Residential Mortgages		.14			.28
Credit Card		3.26			3.71
Other Retail
Retail leasing		.08			.07
Home equity and second mortgages		.05			.36
Other		.69			.60
Total other retail		.43			.46
Total loans, excluding covered loans		.49			.47
Covered Loans		–			–
Total loans		.48	%		.46	%


U.S. Bancorp		17

outstanding on an annualized basis for the first quarter of 2016 was 0.48 percent, compared with 0.46 percent for the first quarter of 2015. The increase in net charge-offs for the first quarter of 2016, compared with the first quarter of 2015, reflected higher commercial loan net charge-offs mainly related to the energy portfolio, partially offset by lower charge-offs related to residential mortgages and home equity loans.

Commercial and commercial real estate loan net charge-offs for the first quarter of 2016 were $78 million (0.24 percent of average loans outstanding on an annualized basis), compared with $25 million (0.08 percent of average loans outstanding on an annualized basis) for the first quarter of 2015, reflecting an increase in energy portfolio net charge-offs.

Residential mortgage loan net charge-offs for the first quarter of 2016 were $19 million (0.14 percent of average loans outstanding on an annualized basis), compared with $35 million (0.28 percent of average loans outstanding on an annualized basis) for the first quarter of 2015. Credit card loan net charge-offs for the first quarter of 2016 were $164 million (3.26 percent of average loans outstanding on an annualized basis), compared with $163 million (3.71 percent of average loans outstanding on an annualized basis) for the first quarter of 2015. Other retail loan net charge-offs for the first quarter of 2016 were $54 million (0.43 percent of average loans outstanding on an annualized basis), compared with $56 million (0.46 percent of average loans outstanding on an annualized basis) for the first quarter of 2015. The decrease in total residential mortgage, credit card and other retail loan net charge-offs reflected the continued improvement in economic conditions.

The following table provides an analysis of net charge-offs as a percent of average loans outstanding for residential mortgages and home equity and second mortgages by borrower type:


	Three Months Ended March 31,
	Average Loans				Percent of Average Loans
(Dollars in Millions)	2016		2015		2016			2015
Residential Mortgages
Prime borrowers	$	47,789	$	44,233		.12	%		.19	%
Sub-prime borrowers		1,048		1,205		1.54			3.37
Other borrowers		604		787		.67			1.03
Loans purchased from GNMA mortgage pools (a)		4,767		5,201		–			.16
Total	$	54,208	$	51,426		.14	%		.28	%
Home Equity and Second Mortgages
Prime borrowers	$	15,785	$	15,163		.05	%		.29	%
Sub-prime borrowers		189		231		–			3.51
Other borrowers		394		503		–			.81
Total	$	16,368	$	15,897		.05	%		.36	%

(a)

Represents loans purchased from GNMA mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.


18		U.S. Bancorp

Analysis and Determination of the Allowance for Credit Losses The allowance for credit losses reserves for probable and estimable losses incurred in the Company’s loan and lease portfolio, including unfunded credit commitments, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC. The allowance for credit losses is increased through provisions charged to operating earnings and reduced by net charge-offs. Management evaluates the allowance each quarter to ensure it appropriately reserves for incurred losses.

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. In the migration analysis applied to risk rated loan portfolios, the Company currently examines up to a 15-year period of historical loss experience. For each loan type, this historical loss experience is adjusted as necessary to consider any relevant changes in portfolio composition, lending policies, underwriting standards, risk management practices or economic conditions. The results of the analysis are evaluated quarterly to confirm an appropriate historical timeframe is selected for each commercial loan type. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price of the loan, or the fair value of the collateral, less selling costs, for collateral-dependent loans, rather than the migration analysis. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, and historical losses, adjusted for current trends.

The allowance recorded for TDR loans and purchased impaired loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool, or the prior quarter effective rate, respectively. The allowance for collateral-dependent loans in the consumer lending segment is determined based on the fair value of the collateral less costs to sell. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, delinquency status, refreshed LTV ratios when possible, portfolio growth and historical losses, adjusted for current trends. Credit card and other retail loans 90 days or more past due are generally not placed on nonaccrual status because of the relatively short period of time to charge-off and, therefore, are excluded from nonperforming loans and measures that include nonperforming loans as part of the calculation.

When evaluating the appropriateness of the allowance for credit losses for any loans and lines in a junior lien position, the Company considers the delinquency and modification status of the first lien. At March 31, 2016, the Company serviced the first lien on 40 percent of the home equity loans and lines in a junior lien position. The Company also considers information received from its primary regulator on the status of the first liens that are serviced by other large servicers in the industry and the status of first lien mortgage accounts reported on customer credit bureau files. Regardless of whether or not the Company services the first lien, an assessment is made of economic conditions, problem loans, recent loss experience and other factors in determining the allowance for credit losses. Based on the available information, the Company estimated $293 million or 1.8 percent of the total home equity portfolio at March 31, 2016, represented non-delinquent junior liens where the first lien was delinquent or modified.

The Company uses historical loss experience on the loans and lines in a junior lien position where the first lien is serviced by the Company, or can be identified in credit bureau data, to establish loss estimates for junior lien loans and lines the Company services that are current, but the first lien is delinquent or modified. Historically, the number of junior lien defaults in any period has been a small percentage of the total portfolio (for example, only 0.6 percent for the twelve months ended March 31, 2016), and the long-term average loss rate on the small percentage of loans that default has been approximately 80 percent. In addition, the Company obtains updated credit scores on its home equity portfolio each quarter, and in some cases more frequently, and uses this information to qualitatively supplement its loss estimation methods. Credit score distributions for the portfolio are monitored monthly and any changes in the distribution are one of the factors considered in assessing the Company’s loss estimates. In its evaluation of the allowance for credit losses, the Company also considers the increased risk of loss associated with home equity lines that are contractually scheduled to convert from a revolving status to a fully amortizing payment and with residential lines and loans that have a balloon payoff provision.

The allowance for the covered loan segment is evaluated each quarter in a manner similar to that described for non-covered loans, and represents any


U.S. Bancorp		19

decreases in expected cash flows on those loans after the acquisition date. The provision for credit losses for covered loans considers the indemnification provided by the FDIC.

In addition, the evaluation of the appropriate allowance for credit losses for purchased non-impaired loans acquired after January 1, 2009, in the various loan segments considers credit discounts recorded as a part of the initial determination of the fair value of the loans. For these loans, no allowance for credit losses is recorded at the purchase date. Credit discounts representing the principal losses expected over the life of the loans are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for credit losses only when the required allowance, net of any expected reimbursement under any loss sharing agreements with the FDIC, exceeds any remaining credit discounts.

The evaluation of the appropriate allowance for credit losses for purchased impaired loans in the various loan segments considers the expected cash flows to be collected from the borrower. These loans are initially recorded at fair value and therefore no allowance for credit losses is recorded at the purchase date.

Subsequent to the purchase date, the expected cash flows of purchased loans are subject to evaluation. Decreases in expected cash flows are recognized by recording an allowance for credit losses with the related provision for credit losses reduced for the amount reimbursable by the FDIC, where applicable. If the expected cash flows on the purchased loans increase such that a previously recorded impairment allowance can be reversed, the Company records a reduction in the allowance with a related reduction in losses reimbursable by the FDIC, where applicable. Increases in expected cash flows of purchased loans, when there are no reversals of previous impairment allowances, are recognized over the remaining life of the loans and resulting decreases in expected cash flows of the FDIC indemnification assets are amortized over the shorter of the remaining contractual term of the indemnification agreements or the remaining life of the loans.

The Company’s methodology for determining the appropriate allowance for credit losses for all the loan segments also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards, internal review and other relevant business practices; and the regulatory environment. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each of the above loan segments.

Refer to “Management’s Discussion and Analysis — Analysis of the Allowance for Credit Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on the analysis and determination of the allowance for credit losses.

At March 31, 2016, the allowance for credit losses was $4.3 billion (1.63 percent of period-end loans), compared with an allowance of $4.3 billion (1.65 percent of period-end loans) at December 31, 2015. The ratio of the allowance for credit losses to nonperforming loans was 303 percent at March 31, 2016, compared with 361 percent at December 31, 2015. The ratio of the allowance for credit losses to annualized loan net charge-offs was 341 percent at March 31, 2016, compared with 367 percent of full year 2015 net charge-offs at December 31, 2015, reflecting the deterioration in the energy-related commercial loan portfolio.


20		U.S. Bancorp

Table 8

Summary of Allowance for Credit Losses


	Three Months Ended March 31,
(Dollars in Millions)	2016			2015
Balance at beginning of period	$	4,306		$	4,375
Charge-Offs
Commercial
Commercial		104			68
Lease financing		7			6
Total commercial		111			74
Commercial real estate
Commercial mortgages		1			4
Construction and development		2			1
Total commercial real estate		3			5
Residential mortgages		23			41
Credit card		188			182
Other retail
Retail leasing		2			2
Home equity and second mortgages		9			21
Other		69			58
Total other retail		80			81
Covered loans (a)		–			–
Total charge-offs		405			383
Recoveries
Commercial
Commercial		26			28
Lease financing		2			3
Total commercial		28			31
Commercial real estate
Commercial mortgages		3			5
Construction and development		5			18
Total commercial real estate		8			23
Residential mortgages		4			6
Credit card		24			19
Other retail
Retail leasing		1			1
Home equity and second mortgages		7			7
Other		18			17
Total other retail		26			25
Covered loans (a)		–			–
Total recoveries		90			104
Net Charge-Offs
Commercial
Commercial		78			40
Lease financing		5			3
Total commercial		83			43
Commercial real estate
Commercial mortgages		(2	)		(1	)
Construction and development		(3	)		(17	)
Total commercial real estate		(5	)		(18	)
Residential mortgages		19			35
Credit card		164			163
Other retail
Retail leasing		1			1
Home equity and second mortgages		2			14
Other		51			41
Total other retail		54			56
Covered loans (a)		–			–
Total net charge-offs		315			279
Provision for credit losses		330			264
Other changes (b)		(1	)		(9	)
Balance at end of period (c)	$	4,320		$	4,351
Components
Allowance for loan losses	$	3,853		$	4,023
Liability for unfunded credit commitments		467			328
Total allowance for credit losses	$	4,320		$	4,351
Allowance for Credit Losses as a Percentage of
Period-end loans, excluding covered loans		1.65	%		1.79	%
Nonperforming loans, excluding covered loans		302			321
Nonperforming and accruing loans 90 days or more past due, excluding covered loans		220			231
Nonperforming assets, excluding covered assets		255			261
Annualized net charge-offs, excluding covered loans		338			379
Period-end loans		1.63	%		1.77	%
Nonperforming loans		303			322
Nonperforming and accruing loans 90 days or more past due		194			195
Nonperforming assets		251			257
Annualized net charge-offs		341			385

(a)

Relates to covered loan charge-offs and recoveries not reimbursable by the FDIC.

(b)

Includes net changes in credit losses to be reimbursed by the FDIC and reductions in the allowance for covered loans where the reversal of a previously recorded allowance was offset by an associated decrease in the indemnification asset, and the impact of any loan sales.

(c)

At March 31, 2016 and 2015, $1.6 billion of the total allowance for credit losses related to incurred losses on credit card and other retail loans.


U.S. Bancorp		21

Residual Value Risk Management The Company manages its risk to changes in the residual value of leased assets through disciplined residual valuation setting at the inception of a lease, diversification of its leased assets, regular residual asset valuation reviews and monitoring of residual value gains or losses upon the disposition of assets. As of March 31, 2016, no significant change in the amount of residual values or concentration of the portfolios had occurred since December 31, 2015. Refer to “Management’s Discussion and Analysis — Residual Value Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on residual value risk management.

Operational Risk Management Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company’s objectives. Business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities. The Company maintains a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, proper oversight of third parties with whom they do business, safeguarding of assets from misuse or theft, and ensuring the reliability and security of financial and other data. Refer to “Management’s Discussion and Analysis — Operational Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on operational risk management.

Compliance Risk Management The Company may suffer legal or regulatory sanctions, material financial loss, or damage to reputation through failure to comply with laws, regulations, rules, standards of good practice, and codes of conduct, including those related to compliance with Bank Secrecy Act/anti-money laundering requirements, sanctions compliance requirements as administered by the Office of Foreign Assets Control, and other requirements. The Company has controls and processes in place for the assessment, identification, monitoring, management and reporting of compliance risks and issues. Refer to “Management’s Discussion and Analysis — Compliance Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on compliance risk management.

Interest Rate Risk Management In the banking industry, changes in interest rates are a significant risk that can impact earnings, market valuations and the safety and soundness of an entity. To manage the impact on net interest income and the market value of assets and liabilities, the Company manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by its Asset Liability Committee (“ALCO”) and approved by the Board of Directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposure. The Company uses net interest income simulation analysis and market value of equity modeling for measuring and analyzing consolidated interest rate risk.

Net Interest Income Simulation Analysis Management estimates the impact on net interest income of changes in market interest rates under a number of scenarios, including gradual shifts, immediate and sustained parallel shifts, and flattening or steepening of the yield curve. Table 9 summarizes the projected impact to net interest income over the next 12 months of various potential interest rate changes. The ALCO policy limits the estimated change in net interest income in a gradual 200 basis point (“bps”) rate change scenario to a 4.0 percent decline of forecasted net interest income over the next 12 months. At March 31, 2016, and December 31, 2015, the Company was within policy. Refer to “Management’s Discussion and Analysis — Net Interest Income Simulation Analysis” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on net interest income simulation analysis.

Market Value of Equity Modeling The Company also manages interest rate sensitivity by utilizing market value of equity modeling, which measures the degree to which the market values of the Company’s assets and liabilities and off-balance sheet instruments will change given a change in interest rates. Management measures the impact of changes in market interest rates under a number of scenarios, including immediate and sustained parallel shifts, and flattening or steepening of the yield curve. The ALCO policy limits the change in market value of equity in a 200 bps parallel rate shock to a

Table 9

Sensitivity of Net Interest Income

March 31, 2016

December 31, 2015

Down 50 bps
Immediate

Up 50 bps
Immediate

Down 200 bps
Gradual

Up 200 bps
Gradual

Down 50 bps
Immediate

Up 50 bps
Immediate

Down 200 bps
Gradual

Up 200 bps
Gradual

Net interest income

2.05

2.82

1.78

2.69

*	Given the current level of interest rates, downward rate scenario is not computed.


22		U.S. Bancorp

15.0 percent decline. A 200 bps increase would have resulted in a 5.1 percent decrease in the market value of equity at March 31, 2016, compared with a 5.8 percent decrease at December 31, 2015. A 200 bps decrease, where possible given current rates, would have resulted in a 9.4 percent decrease in the market value of equity at March 31, 2016, compared with a 7.0 percent decrease at December 31, 2015. The change in the market value of equity sensitivity to an immediate 200 bps decrease in the yield curve at March 31, 2016, as compared with December 31, 2015, was primarily due to assuming deposit rates do not decrease below zero, combined with lower rates on the long end of the yield curve. Refer to “Management’s Discussion and Analysis — Market Value of Equity Modeling” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on market value of equity modeling.

Use of Derivatives to Manage Interest Rate and Other Risks To manage the sensitivity of earnings and capital to interest rate, prepayment, credit, price and foreign currency fluctuations (asset and liability management positions), the Company enters into derivative transactions. The Company uses derivatives for asset and liability management purposes primarily in the following ways:

•

To convert fixed-rate debt from fixed-rate payments to floating-rate payments;

•

To convert the cash flows associated with floating-rate debt from floating-rate payments to fixed-rate payments;

•

To mitigate changes in value of the Company’s mortgage origination pipeline, funded MLHFS and MSRs;

•

To mitigate remeasurement volatility of foreign currency denominated balances; and

•

To mitigate the volatility of the Company’s investment in foreign businesses driven by fluctuations in foreign currency exchange rates.

The Company may enter into derivative contracts that are either exchange-traded, centrally cleared through clearinghouses or over-the-counter. In addition, the Company enters into interest rate and foreign exchange derivative contracts to support the business requirements of its customers (customer-related positions). The Company minimizes the market and liquidity risks of customer-related positions by either entering into similar offsetting positions with broker-dealers, or on a portfolio basis by entering into other derivative or non-derivative financial instruments that partially or fully offset the exposure from these customer-related positions. The Company does not utilize derivatives for speculative purposes.

The Company does not designate all of the derivatives that it enters into for risk management purposes as accounting hedges because of the inefficiency of applying the accounting requirements and may instead elect fair value accounting for the related hedged items. In particular, the Company enters into interest rate swaps, forward commitments to buy to-be-announced securities (“TBAs”), U.S. Treasury and Eurodollar futures and options on U.S. Treasury futures to mitigate fluctuations in the value of its MSRs, but does not designate those derivatives as accounting hedges.

Additionally, the Company uses forward commitments to sell TBAs and other commitments to sell residential mortgage loans at specified prices to economically hedge the interest rate risk in its residential mortgage loan production activities. At March 31, 2016, the Company had $6.1 billion of forward commitments to sell, hedging $2.3 billion of MLHFS and $5.0 billion of unfunded mortgage loan commitments. The forward commitments to sell and the unfunded mortgage loan commitments on loans intended to be sold are considered derivatives under the accounting guidance related to accounting for derivative instruments and hedging activities. The Company has elected the fair value option for the MLHFS.

Derivatives are subject to credit risk associated with counterparties to the contracts. Credit risk associated with derivatives is measured by the Company based on the probability of counterparty default. The Company manages the credit risk of its derivative positions by diversifying its positions among various counterparties, by entering into master netting arrangements, and, where possible by requiring collateral arrangements. The Company may also transfer counterparty credit risk related to interest rate swaps to third parties through the use of risk participation agreements. In addition, certain interest rate swaps and forwards and credit contracts are required to be centrally cleared through clearinghouses to further mitigate counterparty credit risk.

For additional information on derivatives and hedging activities, refer to Notes 12 and 13 in the Notes to Consolidated Financial Statements.

Market Risk Management In addition to interest rate risk, the Company is exposed to other forms of market risk, principally related to trading activities which support customers’ strategies to manage their own foreign currency, interest rate risk and funding activities. For purposes of its internal capital adequacy assessment process, the Company considers risk arising from its trading activities employing methodologies consistent with the requirements of regulatory rules for market risk. The Company’s Market Risk Committee (“MRC”), within the framework of the ALCO, oversees market risk management. The MRC monitors and reviews the Company’s trading positions and establishes policies for market risk management, including exposure limits for each portfolio. The Company uses a Value at Risk (“VaR”) approach to measure general market


U.S. Bancorp		23

risk. Theoretically, VaR represents the statistical risk of loss the Company has to adverse market movements over a one-day time horizon. The Company uses the Historical Simulation method to calculate VaR for its trading businesses measured at the ninety-ninth percentile using a one-year look-back period for distributions derived from past market data. The market factors used in the calculations include those pertinent to market risks inherent in the underlying trading portfolios, principally those that affect its corporate bond trading business, foreign currency transaction business, client derivatives business, loan trading business and municipal securities business. On average, the Company expects the one-day VaR to be exceeded by actual losses two to three times per year for its trading businesses. The Company monitors the effectiveness of its risk programs by back-testing the performance of its VaR models, regularly updating the historical data used by the VaR models and stress testing. If the Company were to experience market losses in excess of the estimated VaR more often than expected, the VaR models and associated assumptions would be analyzed and adjusted.

The average, high, low and period-end one-day VaR amounts for the Company’s trading positions were as follows:


Three Months Ended March 31, (Dollars in Millions)	2016		2015
Average	$	1	$	1
High		1		2
Low		1		1
Period-end		1		1

The Company did not experience any actual trading losses for its combined trading businesses that exceeded VaR during the three months ended March 31, 2016 and 2015. The Company stress tests its market risk measurements to provide management with perspectives on market events that may not be captured by its VaR models, including worst case historical market movement combinations that have not necessarily occurred on the same date.

The Company calculates Stressed VaR using the same underlying methodology and model as VaR, except that a historical continuous one-year look-back period is utilized that reflects a period of significant financial stress appropriate to the Company’s trading portfolio. The period selected by the Company includes the significant market volatility of the last four months of 2008.

The average, high, low and period-end one-day Stressed VaR amounts for the Company’s trading positions were as follows:


Three Months Ended March 31, (Dollars in Millions)	2016		2015
Average	$	4	$	5
High		5		8
Low		3		2
Period-end		4		6

Valuations of positions in the client derivatives and foreign currency transaction businesses are based on standard cash flow or other valuation techniques using market-based assumptions. These valuations are compared to third party quotes or other market prices to determine if there are significant variances. Significant variances are approved by the Company’s market risk management department. Valuation of positions in the corporate bond trading, loan trading and municipal securities businesses are based on trader marks. These trader marks are evaluated against third party prices, with significant variances approved by the Company’s risk management department.

The Company also measures the market risk of its hedging activities related to residential MLHFS and MSRs using the Historical Simulation method. The VaRs are measured at the ninety-ninth percentile and employ factors pertinent to the market risks inherent in the valuation of the assets and hedges. The Company monitors the effectiveness of the models through back-testing, updating the data and regular validations. A three-year look-back period is used to obtain past market data for the models.

The average, high and low VaR amounts for the residential MLHFS and related hedges and the MSRs and related hedges were as follows:


Three Months Ended March 31, (Dollars in Millions)	2016		2015
Residential Mortgage Loans Held For Sale and Related Hedges
Average	$	–	$	1
High		2		2
Low		–		–
Mortgage Servicing Rights and Related Hedges
Average	$	7	$	7
High		8		8
Low		4		6

Liquidity Risk Management The Company’s liquidity risk management process is designed to identify, measure, and manage the Company’s funding and liquidity risk to meet its daily funding needs and to address expected and unexpected changes in its funding requirements. The Company engages in various activities to manage its liquidity risk. These activities include diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity if needed. In addition, the Company’s profitable operations, sound credit quality and strong capital position have enabled it to develop a large and reliable base of core deposit funding within its market areas and in domestic and global capital markets.

The Company’s Board of Directors approves the Company’s liquidity policy. The Risk Management Committee of the Company’s Board of Directors oversees


24		U.S. Bancorp

the Company’s liquidity risk management process and approves the contingency funding plan. The ALCO reviews the Company’s liquidity policy and guidelines, and regularly assesses the Company’s ability to meet funding requirements arising from adverse company-specific or market events.

The Company regularly projects its funding needs under various stress scenarios and maintains a contingency funding plan consistent with the Company’s access to diversified sources of contingent funding. The Company maintains a substantial level of total available liquidity in the form of on-balance sheet and off-balance sheet funding sources. These include cash at the Federal Reserve Bank, unencumbered liquid assets, and capacity to borrow at the FHLB and the Federal Reserve Bank’s Discount Window. At March 31, 2016, the fair value of unencumbered available-for-sale and held-to-maturity investment securities totaled $94.9 billion, compared with $92.4 billion at December 31, 2015. Refer to Table 4 and “Balance Sheet Analysis” for further information on investment securities maturities and trends. Asset liquidity is further enhanced by the Company’s ability to pledge loans to access secured borrowing facilities through the FHLB and Federal Reserve Bank. At March 31, 2016, the Company could have borrowed an additional $79.1 billion at the FHLB and Federal Reserve Bank based on collateral available for additional borrowings.

The Company’s diversified deposit base provides a sizeable source of relatively stable and low-cost funding, while reducing the Company’s reliance on the wholesale markets. Total deposits were $306.3 billion at March 31, 2016, compared with $300.4 billion at December 31, 2015. Refer to “Balance Sheet Analysis” for further information on the Company’s deposits.

Additional funding is provided by long-term debt and short-term borrowings. Long-term debt was $34.9 billion at March 31, 2016, and is an important funding source because of its multi-year borrowing structure. Short-term borrowings were $23.8 billion at March 31, 2016, and supplement the Company’s other funding sources. Refer to “Balance Sheet Analysis” for further information on the Company’s long-term debt and short-term borrowings.

In addition to assessing liquidity risk on a consolidated basis, the Company monitors the parent company’s liquidity. The Company maintains sufficient funding to meet expected parent company obligations, without access to the wholesale funding markets or dividends from subsidiaries, for 12 months when forecasted payments of common stock dividends are included and 24 months assuming dividends were reduced to zero. The parent company currently has available funds considerably greater than the amounts required to satisfy these conditions.

At March 31, 2016, parent company long-term debt outstanding was $12.0 billion, compared with $11.5 billion at December 31, 2015. The increase was primarily due to the issuance of $1.2 billion of medium-term notes, partially offset by $500 million of subordinated note maturities. As of March 31, 2016, there was $1.3 billion of parent company debt scheduled to mature in the remainder of 2016.

Effective January 1, 2015, the Company became subject to a regulatory Liquidity Coverage Ratio (“LCR”) requirement. Certain transition provisions apply until full implementation by January 1, 2017. The LCR rule requires banks to maintain an adequate level of unencumbered high quality liquid assets to meet estimated liquidity needs over a 30-day stressed period. At March 31, 2016, the Company was compliant with the fully implemented LCR requirement based on its interpretation of the final U.S. LCR rule.

Refer to “Management’s Discussion and Analysis — Liquidity Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on liquidity risk management.

European Exposures Certain European countries have experienced severe credit deterioration. The Company does not hold sovereign debt of any European country, but may have indirect exposure to sovereign debt through its investments in, and transactions with, European banks. At March 31, 2016 and December 31, 2015, the Company had investments in perpetual preferred stock issued by a European bank with an amortized cost totaling $22 million and unrealized losses totaling $1 million. The Company also transacts with various European banks as counterparties to interest rate and foreign currency derivatives for its hedging and customer-related activities; however, none of these banks are domiciled in the countries currently experiencing the most significant credit deterioration. These derivatives are subject to master netting arrangements. In addition, interest rate and foreign currency derivative transactions are subject to collateral arrangements which significantly limit the Company’s exposure to loss as they generally require daily posting of collateral. At March 31, 2016, the Company was in a net receivable position with four banks in Europe, totaling $11 million. The Company was in a net payable position to each of the other European banks.

The Company has not bought or sold credit protection on the debt of any European country or any company domiciled in Europe, nor does it provide retail


U.S. Bancorp		25

lending services in Europe. While the Company does not offer commercial lending services in Europe, it does provide financing to domestic multinational corporations that generate revenue from customers in European countries and provides a limited number of corporate credit cards in Europe to existing Company customers. While further deterioration in economic conditions in Europe could have a negative impact on these customers’ revenues, it is unlikely that any effect on the overall credit-worthiness of these multinational corporations would be significant to the Company.

The Company provides merchant processing and corporate trust services in Europe either directly or through banking affiliations in Europe. Operating cash for these businesses is deposited on a short-term basis with certain European banks. However, exposure is mitigated by the Company placing deposits at multiple banks and managing the amounts on deposit at any bank based on institution-specific deposit limits. At March 31, 2016, the Company had an aggregate amount on deposit with European banks of approximately $1.5 billion, predominately with the Central Bank of Ireland and Bank of England.

The money market funds managed by a subsidiary of the Company do not have any investments in European sovereign debt, other than approximately $254 million guaranteed by the country of Germany at March 31, 2016. Other than investments in banks located in the Netherlands, France and Germany, these funds do not have any unsecured investments in banks domiciled in the Eurozone.

Off-Balance Sheet Arrangements Off-balance sheet arrangements include any contractual arrangements to which an unconsolidated entity is a party, under which the Company has an obligation to provide credit or liquidity enhancements or market risk support. In the ordinary course of business, the Company enters into an array of commitments to extend credit, letters of credit and various forms of guarantees that may be considered off-balance sheet arrangements. Refer to Note 15 of the Notes to Consolidated Financial Statements for further information on these arrangements. The Company has not utilized private label asset securitizations as a source of funding. Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity that provides financing, liquidity, credit enhancement or market risk support. Refer to Note 5 of the Notes to Consolidated Financial Statements for further information related to the Company’s interests in variable interest entities.

Capital Management The Company is committed to managing capital to maintain strong protection for depositors and creditors and for maximum shareholder benefit. The Company also manages its capital to exceed regulatory capital requirements for banking organizations. Beginning January 1, 2014, the regulatory capital requirements effective for the Company follow Basel III, subject to certain transition provisions from Basel I over the following four years to full implementation by January 1, 2018. Basel III includes two comprehensive methodologies for calculating risk-weighted assets: a general standardized approach and more risk-sensitive advanced approaches, with the Company’s capital adequacy being evaluated against the methodology that is most restrictive. Table 10 provides a summary of statutory regulatory capital ratios in effect for the Company at March 31, 2016 and December 31, 2015. All regulatory ratios exceeded regulatory “well-capitalized” requirements.

Effective January 1, 2018, the Company will be subject to a regulatory Supplementary Leverage Ratio (“SLR”) requirement for banks calculating capital adequacy using advanced approaches under Basel III. The SLR is defined as tier 1 capital divided by total leverage exposures, which includes both on- and off-balance sheet exposures. At March 31, 2016, the Company’s SLR exceeds the applicable minimum SLR requirement.

Total U.S. Bancorp shareholders’ equity was $46.8 billion at March 31, 2016, compared with $46.1 billion at December 31, 2015. The increase was primarily the result of corporate earnings and changes in unrealized gains and losses on available-for-sale investment securities included in other comprehensive income (loss), partially offset by dividends and common share repurchases.

The Company believes certain capital ratios in addition to statutory regulatory capital ratios are useful in evaluating its capital adequacy. The Company’s tangible common equity, as a percent of tangible assets and as a percent of risk-weighted assets calculated under the transitional standardized approach, was 7.7 percent and 9.3 percent, respectively, at March 31, 2016, compared with 7.6 percent and 9.2 percent, respectively, at December 31, 2015. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III standardized approach as if fully implemented was 9.2 percent at March 31, 2016, compared with 9.1 percent at December 31, 2015. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III advanced approaches as if fully implemented was 11.9 percent at March 31, 2016 and December 31, 2015. Refer to “Non-GAAP Financial Measures” for further information regarding the calculation of these ratios.


26		U.S. Bancorp

Table 10

Regulatory Capital Ratios


(Dollars in Millions)	March 31, 2016			December 31, 2015
Basel III transitional standardized approach:
Common equity tier 1 capital	$	32,827		$	32,612
Tier 1 capital		38,532			38,431
Total risk-based capital		45,412			45,313
Risk-weighted assets		346,227			341,360
Common equity tier 1 capital as a percent of risk-weighted assets		9.5	%		9.6	%
Tier 1 capital as a percent of risk-weighted assets		11.1			11.3
Total risk-based capital as a percent of risk-weighted assets		13.1			13.3
Tier 1 capital as a percent of adjusted quarterly average assets (leverage ratio)		9.3			9.5
Basel III transitional advanced approaches:
Common equity tier 1 capital	$	32,827		$	32,612
Tier 1 capital		38,532			38,431
Total risk-based capital		42,318			42,262
Risk-weighted assets		267,309			261,668
Common equity tier 1 capital as a percent of risk-weighted assets		12.3	%		12.5	%
Tier 1 capital as a percent of risk-weighted assets		14.4			14.7
Total risk-based capital as a percent of risk-weighted assets		15.8			16.2

On March 11, 2015, the Company announced its Board of Directors had approved an authorization to repurchase up to $3.022 billion of its common stock, from April 1, 2015 through June 30, 2016.

The following table provides a detailed analysis of all shares purchased by the Company or any affiliated purchaser during the first quarter of 2016:


Period (Dollars in Millions, Except Per Share Data)	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (a)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January		8,350,859	(b)	$	39.14		8,150,859	$	975
February		5,983,021	(c)		39.34		5,783,021		747
March		1,970,017	(d)		40.79		1,920,017		669
Total		16,303,897	(e)	$	39.41		15,853,897	$	669

(a)

All shares were purchased under the stock repurchase program announced on March 11, 2015.

(b)

Includes 200,000 shares of common stock purchased, at an average price per share of $39.13, in open-market transactions by U.S. Bank National Association, the Company’s banking subsidiary, in its capacity as trustee of the Company’s Employee Retirement Savings Plan (the “401(k) Plan”).

(c)

Includes 200,000 shares of common stock purchased, at an average price per share of $39.08, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.

(d)

Includes 50,000 shares of common stock purchased, at an average price per share of $39.40, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.

(e)

Includes 450,000 shares of common stock purchased, at an average price per share of $39.14, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.

Refer to “Management’s Discussion and Analysis —Capital Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on capital management.

LINE OF BUSINESS FINANCIAL REVIEW

The Company’s major lines of business are Wholesale Banking and Commercial Real Estate, Consumer and Small Business Banking, Wealth Management and Securities Services, Payment Services, and Treasury and Corporate Support. These operating segments are components of the Company about which financial information is prepared and is evaluated regularly by management in deciding how to allocate resources and assess performance.

Basis for Financial Presentation Business line results are derived from the Company’s business unit profitability reporting systems by specifically attributing managed balance sheet assets, deposits and other liabilities and their related income or expense. The allowance for credit losses and related provision expense are allocated to the lines of business based on the related loan balances managed. Refer to “Management’s Discussion and Analysis — Line of Business Financial Review” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for further discussion on the business lines’ basis for financial presentation.

Designations, assignments and allocations change from time to time as management systems are enhanced, methods of evaluating performance or product lines change or business segments are realigned to better respond to the Company’s diverse customer base. During 2016, certain organization and methodology changes were made and, accordingly, 2015 results were restated and presented on a comparable basis.

Wholesale Banking and Commercial Real Estate Wholesale Banking and Commercial Real Estate offers lending, equipment finance and small-ticket leasing, depository services, treasury management, capital markets, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution, non-profit and public sector clients. Wholesale Banking and Commercial Real Estate contributed $118 million of the Company’s net income in the first quarter of 2016, or a decrease of $82 million (41.0 percent) compared with the first


U.S. Bancorp		27

Table 11

Line of Business Financial Performance


	Wholesale Banking and Commercial Real Estate							Consumer and Small Business Banking
Three Months Ended March 31, (Dollars in Millions)	2016		2015		Percent Change			2016			2015		Percent Change
Condensed Income Statement
Net interest income (taxable-equivalent basis)	$	520	$	480		8.3	%	$	1,167		$	1,139		2.5	%
Noninterest income		206		220		(6.4	)		552			620		(11.0	)
Securities gains (losses), net		–		–		–			–			–		–
Total net revenue		726		700		3.7			1,719			1,759		(2.3	)
Noninterest expense		338		327		3.4			1,198			1,174		2.0
Other intangibles		1		1		–			8			10		(20.0	)
Total noninterest expense		339		328		3.4			1,206			1,184		1.9
Income before provision and income taxes		387		372		4.0			513			575		(10.8	)
Provision for credit losses		201		57		*			(65	)		12		*
Income before income taxes		186		315		(41.0	)		578			563		2.7
Income taxes and taxable-equivalent adjustment		68		115		(40.9	)		210			205		2.4
Net income		118		200		(41.0	)		368			358		2.8
Net (income) loss attributable to noncontrolling interests		–		–		–			–			–		–
Net income attributable to U.S. Bancorp	$	118	$	200		(41.0	)	$	368		$	358		2.8
Average Balance Sheet
Commercial	$	69,353	$	62,714		10.6	%	$	10,192		$	9,642		5.7	%
Commercial real estate		19,471		19,247		1.2			19,197			19,183		.1
Residential mortgages		6		9		(33.3	)		52,126			49,771		4.7
Credit card		–		–		–			–			–		–
Other retail		2		3		(33.3	)		49,004			47,239		3.7
Total loans, excluding covered loans		88,832		81,973		8.4			130,519			125,835		3.7
Covered loans		–		–		–			4,466			5,163		(13.5	)
Total loans		88,832		81,973		8.4			134,985			130,998		3.0
Goodwill		1,647		1,648		(.1	)		3,681			3,680		–
Other intangible assets		18		21		(14.3	)		2,513			2,493		.8
Assets		97,255		90,501		7.5			149,320			146,503		1.9
Noninterest-bearing deposits		36,352		34,428		5.6			26,303			24,819		6.0
Interest checking		6,850		7,674		(10.7	)		42,180			39,013		8.1
Savings products		35,774		25,486		40.4			56,211			52,472		7.1
Time deposits		12,118		17,142		(29.3	)		14,651			16,952		(13.6	)
Total deposits		91,094		84,730		7.5			139,345			133,256		4.6
Total U.S. Bancorp shareholders’ equity		8,755		8,049		8.8			11,084			11,529		(3.9	)

*	Not meaningful

quarter of 2015. The decrease was primarily due to increases in the provision for credit losses and noninterest expense, partially offset by an increase in net revenue.

Net revenue increased $26 million (3.7 percent) in the first quarter of 2016, compared with the first quarter of 2015. Net interest income, on a taxable-equivalent basis, increased $40 million (8.3 percent) in the first quarter of 2016, compared with the first quarter of 2015. The increase was primarily due to higher average loans, partially offset by lower rates and fees on loans. Noninterest income decreased $14 million (6.4 percent) in the first quarter of 2016, compared with the first quarter of 2015, driven by higher loan-related charges, partially offset by higher commercial leasing revenue.

Noninterest expense increased $11 million (3.4 percent) in the first quarter of 2016, compared with the first quarter of 2015, primarily due to an increase in variable costs allocated to manage the business. The provision for credit losses increased $144 million in the first quarter of 2016, compared with the first quarter of

2015, due to an unfavorable change in the reserve allocation driven by a decline in energy prices and an increase in net charge-offs.

Consumer and Small Business Banking Consumer and Small Business Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail, ATM processing and mobile devices, such as mobile phones and tablet computers. It encompasses community banking, metropolitan banking and indirect lending, as well as mortgage banking. Consumer and Small Business Banking contributed $368 million of the Company’s net income in the first quarter of 2016, or an increase of $10 million (2.8 percent) compared with the first quarter of 2015. The increase was due to a decrease in the provision for credit losses, partially offset by lower net revenue and higher noninterest expense.

Net revenue decreased $40 million (2.3 percent) in the first quarter of 2016, compared with the first quarter of 2015. Noninterest income decreased $68 million (11.0


28		U.S. Bancorp


Wealth Management and Securities Services									Payment Services									Treasury and Corporate Support									Consolidated Company
2016			2015			Percent Change			2016			2015			Percent Change			2016			2015			Percent Change			2016			2015			Percent Change

$	117		$	80			46.3	%	$	527		$	467			12.8	%	$	557		$	586			(4.9	)%	$	2,888		$	2,752			4.9	%
	379			358			5.9			816			777			5.0			193			179			7.8			2,146			2,154			(.4	)
	–			–			–			–			–			–			3			–			*			3			–			*
	496			438			13.2			1,343			1,244			8.0			753			765			(1.6	)		5,037			4,906			2.7
	368			353			4.2			647			598			8.2			153			170			(10.0	)		2,704			2,622			3.1
	6			7			(14.3	)		30			25			20.0			–			–			–			45			43			4.7
	374			360			3.9			677			623			8.7			153			170			(10.0	)		2,749			2,665			3.2
	122			78			56.4			666			621			7.2			600			595			.8			2,288			2,241			2.1
	(4	)		(2	)		*			192			197			(2.5	)		6			–			*			330			264			25.0
	126			80			57.5			474			424			11.8			594			595			(.2	)		1,958			1,977			(1.0	)
	46			29			58.6			172			154			11.7			61			30			*			557			533			4.5
	80			51			56.9			302			270			11.9			533			565			(5.7	)		1,401			1,444			(3.0	)
	–			–			–			(9	)		(8	)		(12.5	)		(6	)		(5	)		(20.0	)		(15	)		(13	)		(15.4	)
$	80		$	51			56.9		$	293		$	262			11.8		$	527		$	560			(5.9	)	$	1,386		$	1,431			(3.1	)

$	2,893		$	2,292			26.2	%	$	7,022		$	6,595			6.5	%	$	360		$	265			35.8	%	$	89,820		$	81,508			10.2	%
	535			586			(8.7	)		–			–			–			3,198			3,655			(12.5	)		42,401			42,671			(.6	)
	2,076			1,634			27.1			–			–			–			–			12			*			54,208			51,426			5.4
	–			–			–			20,244			17,823			13.6			–			–			–			20,244			17,823			13.6
	1,540			1,451			6.1			551			627			(12.1	)		–			–			–			51,097			49,320			3.6
	7,044			5,963			18.1			27,817			25,045			11.1			3,558			3,932			(9.5	)		257,770			242,748			6.2
	–			1			*			–			–			–			45			38			18.4			4,511			5,202			(13.3	)
	7,044			5,964			18.1			27,817			25,045			11.1			3,603			3,970			(9.2	)		262,281			247,950			5.8
	1,567			1,568			(.1	)		2,464			2,482			(.7	)		–			–			–			9,359			9,378			(.2	)
	109			137			(20.4	)		508			425			19.5			–			–			–			3,148			3,076			2.3
	10,172			9,201			10.6			33,999			30,988			9.7			130,811			124,643			4.9			421,557			401,836			4.9
	12,959			12,750			1.6			961			892			7.7			1,994			1,622			22.9			78,569			74,511			5.4
	8,840			7,354			20.2			–			587			*			40			30			33.3			57,910			54,658			5.9
	33,144			31,399			5.6			95			87			9.2			488			478			2.1			125,712			109,922			14.4
	3,545			2,997			18.3			–			–			–			3,373			2,278			48.1			33,687			39,369			(14.4	)
	58,488			54,500			7.3			1,056			1,566			(32.6	)		5,895			4,408			33.7			295,878			278,460			6.3
	2,371			2,299			3.1			6,326			5,780			9.4			18,202			16,421			10.8			46,738			44,078			6.0

percent) in the first quarter of 2016, compared with the first quarter of 2015, driven by lower mortgage banking revenue, reflecting the impact of lower origination and sales revenue, and lower retail leasing revenue due to lower end-of-term gains on auto leases driven by lower used car values. Net interest income, on a taxable-equivalent basis, increased $28 million (2.5 percent) in the first quarter of 2016, compared with the first quarter of 2015. The increase in net interest income was primarily due to higher average loan and deposit balances, partially offset by lower rates.

Noninterest expense increased $22 million (1.9 percent) in the first quarter of 2016, compared with the first quarter of 2015, primarily due to higher professional services expense principally due to compliance-related matters, along with higher compensation expense reflecting the impact of merit increases, one additional day in the first quarter of 2016 and higher variable compensation. The provision for credit losses decreased $77 million in the first quarter of 2016, compared with the first quarter of 2015. The decrease was primarily due to a favorable change in the reserve allocation driven by improvements in the mortgage portfolio.

Wealth Management and Securities Services Wealth Management and Securities Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust, custody and fund servicing through five businesses: Wealth Management, Corporate Trust Services, U.S. Bancorp Asset Management, Institutional Trust & Custody and Fund Services. Wealth Management and Securities Services contributed $80 million of the Company’s net income in the first quarter of 2016, or an increase of $29 million (56.9 percent) compared with the first quarter of 2015. The increase was primarily due to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $58 million (13.2 percent) in the first quarter of 2016, compared with the first quarter of 2015. The increase was driven by higher net interest


U.S. Bancorp		29

income, on a taxable-equivalent basis, of $37 million (46.3 percent), principally due to the impact of higher rates on the margin benefit from deposits and higher average deposit balances, along with a $21 million (5.9 percent) increase in noninterest income, reflecting the impact of lower fee waivers.

Noninterest expense increased $14 million (3.9 percent) in the first quarter of 2016, compared with the first quarter of 2015. The increase was primarily due to higher compensation, reflecting the impact of merit increases, one additional day in the first quarter of 2016 and higher variable compensation.

Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate, government and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $293 million of the Company’s net income in the first quarter of 2016, or an increase of $31 million (11.8 percent) compared with the first quarter of 2015. The increase was due to higher net revenue and a decrease in the provision for credit losses, partially offset by higher noninterest expense.

Net revenue increased $99 million (8.0 percent) in the first quarter of 2016, compared with the first quarter of 2015. Net interest income, on a taxable-equivalent basis, increased $60 million (12.8 percent) in the first quarter of 2016, compared with the first quarter of 2015, primarily due to higher average loan balances and fees. Noninterest income increased $39 million (5.0 percent) in the first quarter of 2016, compared with the first quarter of 2015, due to an increase in credit and debit card revenue on higher transaction volumes, along with higher merchant processing services revenue, driven by increased transaction volumes and product fees and equipment sales to merchants related to new chip card technology requirements, partially offset by the impact of foreign currency rate changes.

Noninterest expense increased $54 million (8.7 percent) in the first quarter of 2016, compared with the first quarter of 2015, driven by higher compensation expense and increased technology and communications expense, which was impacted by portfolio acquisitions, along with higher net shared services expense. The provision for credit losses decreased $5 million (2.5 percent) in the first quarter of 2016, compared with the first quarter of 2015, due to a favorable change in the reserve allocation and lower net charge-offs.

Treasury and Corporate Support Treasury and Corporate Support includes the Company’s investment portfolios, funding, capital management, interest rate risk management, income taxes not allocated to the business lines, including most investments in tax-advantaged

projects, and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis. Treasury and Corporate Support recorded net income of $527 million in the first quarter of 2016, compared with $560 million in the first quarter of 2015. The $33 million (5.9 percent) decrease in the first quarter of 2016 from the same period of the prior year was due to a decrease in net revenue and increases in the provision for credit losses and income tax expense, partially offset by a decrease in noninterest expense.

Net revenue decreased $12 million (1.6 percent) in the first quarter of 2016, compared with the first quarter of 2015. Net interest income, on a taxable-equivalent basis, decreased $29 million (4.9 percent) in the first quarter of 2016, compared with the first quarter of 2015, principally due to the impact of higher rates credited to the business lines on deposits, partially offset by growth in the investment portfolio. Noninterest income increased $17 million (9.5 percent) in the first quarter of 2016, compared with the first quarter of 2015, mainly due to higher loan-related charges.

Noninterest expense decreased $17 million (10.0 percent) in the first quarter of 2016, compared with the first quarter of 2015, principally due to lower employee benefits expense, driven by lower pension costs, partially offset by higher compensation expense reflecting the impact of merit increases, one additional day in the first quarter of 2016 and higher variable compensation. The provision for credit losses was $6 million higher primarily due to an unfavorable change in the reserve allocation.

Income taxes are assessed to each line of business at a managerial tax rate of 36.4 percent with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in Treasury and Corporate Support. Income tax expense increased in the first quarter of 2016, compared with the first quarter of 2015, as a result of the resolution of certain tax matters in the first quarter of 2015.

NON-GAAP FINANCIAL MEASURES

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:

•

Tangible common equity to tangible assets,

•

Tangible common equity to risk-weighted assets,

•

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach, and

•

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches.

30	U.S. Bancorp

These measures are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market or economic conditions. Additionally, presentation of these measures allows investors, analysts and banking regulators to assess the Company’s capital position relative to other financial services companies. These measures differ from currently effective capital ratios defined by banking regulations principally in that the numerator includes unrealized gains and losses related to available-for-sale securities and excludes preferred securities, including preferred stock, the nature and extent of which varies among different financial services companies. These measures are not defined in generally accepted accounting principles (“GAAP”), or are not currently effective or defined in federal banking regulations. As a result, these measures disclosed by the Company may be considered non-GAAP financial measures.

There may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider the consolidated financial statements and other financial information contained in this report in their entirety, and not to rely on any single financial measure.

The following table shows the Company’s calculation of these non-GAAP financial measures:


(Dollars in Millions)	March 31, 2016			December 31, 2015
Total equity	$	47,393		$	46,817
Preferred stock		(5,501	)		(5,501	)
Noncontrolling interests		(638	)		(686	)
Goodwill (net of deferred tax liability) (1)		(8,270	)		(8,295	)
Intangible assets, other than mortgage servicing rights		(820	)		(838	)
Tangible common equity (a)		32,164			31,497

Tangible common equity (as calculated above)		32,164			31,497
Adjustments (2)		99			67
Common equity tier 1 capital estimated for the Basel III fully implemented standardized and advanced approaches (b)		32,263			31,564

Total assets		428,638			421,853
Goodwill (net of deferred tax liability) (1)		(8,270	)		(8,295	)
Intangible assets, other than mortgage servicing rights		(820	)		(838	)
Tangible assets (c)		419,548			412,720

Risk-weighted assets, determined in accordance with prescribed transitional standardized approach regulatory requirements (d)		346,227			341,360
Adjustments (3)		3,485			3,892
Risk-weighted assets estimated for the Basel III fully implemented standardized approach (e)		349,712			345,252
Risk-weighted assets, determined in accordance with prescribed transitional advanced approaches regulatory requirements		267,309			261,668
Adjustments (4)		3,707			4,099
Risk-weighted assets estimated for the Basel III fully implemented advanced approaches (f)		271,016			265,767
Ratios
Tangible common equity to tangible assets (a)/(c)		7.7	%		7.6	%
Tangible common equity to risk-weighted assets (a)/(d)		9.3			9.2
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (b)/(e)		9.2			9.1
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (b)/(f)		11.9			11.9

(1)

Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements.

(2)

Includes net losses on cash flow hedges included in accumulated other comprehensive income (loss) and other adjustments.

(3)

Includes higher risk-weighting for unfunded loan commitments, investment securities, residential mortgages, MSRs and other adjustments.

(4)

Primarily reflects higher risk-weighting for MSRs.

U.S. Bancorp

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding the Company’s financial statements. Critical accounting policies are those policies management believes are the most important to the portrayal of the Company’s financial condition and results, and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Those policies considered to be critical accounting policies relate to the allowance for credit losses, fair value estimates, purchased loans and related indemnification assets, MSRs, goodwill and other intangibles and income taxes. Management has discussed the development and the selection of critical accounting policies with the Company’s Audit Committee. These accounting policies are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Policies” and the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

During the most recently completed fiscal quarter, there was no change made in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

32	U.S. Bancorp

U.S. Bancorp

Consolidated Balance Sheet


(Dollars in Millions)	March 31, 2016			December 31, 2015
	(Unaudited)
Assets
Cash and due from banks	$	10,981		$	11,147
Investment securities
Held-to-maturity (fair value $42,521 and $43,493, respectively)		42,113			43,590
Available-for-sale ($949 and $1,018 pledged as collateral, respectively) (a)		64,912			61,997
Loans held for sale (including $3,993 and $3,110 of mortgage loans carried at fair value, respectively)		4,005			3,184
Loans
Commercial		91,277			88,402
Commercial real estate		42,743			42,137
Residential mortgages		54,955			53,496
Credit card		19,957			21,012
Other retail		51,161			51,206
Total loans, excluding covered loans		260,093			256,253
Covered loans		4,429			4,596
Total loans		264,522			260,849
Less allowance for loan losses		(3,853	)		(3,863	)
Net loans		260,669			256,986
Premises and equipment		2,486			2,513
Goodwill		9,368			9,361
Other intangible assets		3,042			3,350
Other assets (including $89 and $121 of trading securities at fair value pledged as collateral, respectively) (a)		31,062			29,725
Total assets	$	428,638		$	421,853
Liabilities and Shareholders’ Equity
Deposits
Noninterest-bearing	$	80,407		$	83,766
Interest-bearing (b)		225,941			216,634
Total deposits		306,348			300,400
Short-term borrowings		23,777			27,877
Long-term debt		34,872			32,078
Other liabilities		16,248			14,681
Total liabilities		381,245			375,036
Shareholders’ equity
Preferred stock		5,501			5,501
Common stock, par value $0.01 a share — authorized: 4,000,000,000 shares; issued: 3/31/16 and 12/31/15 — 2,125,725,742 shares		21			21
Capital surplus		8,368			8,376
Retained earnings		47,267			46,377
Less cost of common stock in treasury: 3/31/16 — 393,719,352 shares; 12/31/15 — 380,534,801 shares		(13,658	)		(13,125	)
Accumulated other comprehensive income (loss)		(744	)		(1,019	)
Total U.S. Bancorp shareholders’ equity		46,755			46,131
Noncontrolling interests		638			686
Total equity		47,393			46,817
Total liabilities and equity	$	428,638		$	421,853

(a)

Includes only collateral pledged by the Company where counterparties have the right to sell or pledge the collateral.

(b)

Includes time deposits greater than $250,000 balances of $5.5 billion and $2.6 billion at March 31, 2016, and December 31, 2015, respectively.

See Notes to Consolidated Financial Statements.

U.S. Bancorp

Consolidated Statement of Income


	Three Months Ended March 31,
(Dollars and Shares in Millions, Except Per Share Data) (Unaudited)	2016			2015
Interest Income
Loans	$	2,644		$	2,493
Loans held for sale		31			41
Investment securities		517			495
Other interest income		29			32
Total interest income		3,221			3,061
Interest Expense
Deposits		139			118
Short-term borrowings		65			61
Long-term debt		182			184
Total interest expense		386			363
Net interest income		2,835			2,698
Provision for credit losses		330			264
Net interest income after provision for credit losses		2,505			2,434
Noninterest Income
Credit and debit card revenue		266			241
Corporate payment products revenue		170			170
Merchant processing services		373			359
ATM processing services		80			78
Trust and investment management fees		339			322
Deposit service charges		168			161
Treasury management fees		142			137
Commercial products revenue		197			200
Mortgage banking revenue		187			240
Investment products fees		40			47
Securities gains (losses), net
Realized gains (losses), net		3			–
Total other-than-temporary impairment		(2	)		–
Portion of other-than-temporary impairment recognized in other comprehensive income		2			–
Total securities gains (losses), net		3			–
Other		184			199
Total noninterest income		2,149			2,154
Noninterest Expense
Compensation		1,249			1,179
Employee benefits		300			317
Net occupancy and equipment		248			247
Professional services		98			77
Marketing and business development		77			70
Technology and communications		233			214
Postage, printing and supplies		79			82
Other intangibles		45			43
Other		420			436
Total noninterest expense		2,749			2,665
Income before income taxes		1,905			1,923
Applicable income taxes		504			479
Net income		1,401			1,444
Net (income) loss attributable to noncontrolling interests		(15	)		(13	)
Net income attributable to U.S. Bancorp	$	1,386		$	1,431
Net income applicable to U.S. Bancorp common shareholders	$	1,329		$	1,365
Earnings per common share	$	.77		$	.77
Diluted earnings per common share	$	.76		$	.76
Dividends declared per common share	$	.255		$	.245
Average common shares outstanding		1,737			1,781
Average diluted common shares outstanding		1,743			1,789

See Notes to Consolidated Financial Statements.

34	U.S. Bancorp

U.S. Bancorp

Consolidated Statement of Comprehensive Income


(Dollars in Millions) (Unaudited)	Three Months Ended March 31,
(Dollars in Millions) (Unaudited)	2016			2015
Net income	$	1,401		$	1,444
Other Comprehensive Income (Loss)
Changes in unrealized gains and losses on securities available-for-sale		488			208
Other-than-temporary impairment not recognized in earnings on securities available-for-sale		(2	)		–
Changes in unrealized gains and losses on derivative hedges		(96	)		(28	)
Foreign currency translation		(16	)		17
Reclassification to earnings of realized gains and losses		76			99
Income taxes related to other comprehensive income (loss)		(175	)		(114	)
Total other comprehensive income (loss)		275			182
Comprehensive income		1,676			1,626
Comprehensive (income) loss attributable to noncontrolling interests		(15	)		(13	)
Comprehensive income attributable to U.S. Bancorp	$	1,661		$	1,613

See Notes to Consolidated Financial Statements.

U.S. Bancorp

Consolidated Statement of Shareholders’ Equity


	U.S. Bancorp Shareholders
(Dollars and Shares in Millions) (Unaudited)	Common Shares Outstanding			Preferred Stock		Common Stock		Capital Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total U.S. Bancorp Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance December 31, 2014		1,786		$	4,756	$	21	$	8,313		$	42,530		$	(11,245	)	$	(896	)	$	43,479		$	689		$	44,168
Net income (loss)												1,431									1,431			13			1,444
Other comprehensive income (loss)																		182			182						182
Preferred stock dividends												(60	)								(60	)					(60	)
Common stock dividends												(438	)								(438	)					(438	)
Issuance of common and treasury stock		6							(43	)					199						156						156
Purchase of treasury stock		(12	)												(518	)					(518	)					(518	)
Distributions to noncontrolling interests																					–			(14	)		(14	)
Stock option and restricted stock grants									45												45						45
Balance March 31, 2015		1,780		$	4,756	$	21	$	8,315		$	43,463		$	(11,564	)	$	(714	)	$	44,277		$	688		$	44,965
Balance December 31, 2015		1,745		$	5,501	$	21	$	8,376		$	46,377		$	(13,125	)	$	(1,019	)	$	46,131		$	686		$	46,817
Net income (loss)												1,386									1,386			15			1,401
Other comprehensive income (loss)																		275			275						275
Preferred stock dividends												(61	)								(61	)					(61	)
Common stock dividends												(444	)								(444	)					(444	)
Issuance of common and treasury stock		3							(61	)					92						31						31
Purchase of treasury stock		(16	)												(625	)					(625	)					(625	)
Distributions to noncontrolling interests																					–			(13	)		(13	)
Purchase of noncontrolling interests									1			9									10			(50	)		(40	)
Stock option and restricted stock grants									52												52						52
Balance March 31, 2016		1,732		$	5,501	$	21	$	8,368		$	47,267		$	(13,658	)	$	(744	)	$	46,755		$	638		$	47,393

See Notes to Consolidated Financial Statements.

36	U.S. Bancorp

U.S. Bancorp

Consolidated Statement of Cash Flows


Dollars in Millions (Unaudited)	Three Months Ended March 31,
Dollars in Millions (Unaudited)	2016			2015
Operating Activities
Net income attributable to U.S. Bancorp	$	1,386		$	1,431
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses		330			264
Depreciation and amortization of premises and equipment		74			77
Amortization of intangibles		45			43
(Gain) loss on sale of loans held for sale		(194	)		(259	)
(Gain) loss on sale of securities and other assets		(90	)		(63	)
Loans originated for sale in the secondary market, net of repayments		(8,883	)		(10,008	)
Proceeds from sales of loans held for sale		8,198			9,885
Other, net		395			381
Net cash provided by operating activities		1,261			1,751
Investing Activities
Proceeds from sales of available-for-sale investment securities		530			123
Proceeds from maturities of held-to-maturity investment securities		2,088			2,334
Proceeds from maturities of available-for-sale investment securities		3,212			3,100
Purchases of held-to-maturity investment securities		(625	)		(2,977	)
Purchases of available-for-sale investment securities		(6,183	)		(3,783	)
Net increase in loans outstanding		(3,702	)		(843	)
Proceeds from sales of loans		299			441
Purchases of loans		(658	)		(492	)
Other, net		150			(404	)
Net cash used in investing activities		(4,889	)		(2,501	)
Financing Activities
Net increase in deposits		5,950			3,868
Net decrease in short-term borrowings		(4,100	)		(1,667	)
Proceeds from issuance of long-term debt		6,607			3,322
Principal payments or redemption of long-term debt		(3,907	)		(543	)
Proceeds from issuance of common stock		33			152
Repurchase of common stock		(568	)		(464	)
Cash dividends paid on preferred stock		(66	)		(61	)
Cash dividends paid on common stock		(447	)		(439	)
Purchase of noncontrolling interests		(40	)		–
Net cash provided by financing activities		3,462			4,168
Change in cash and due from banks		(166	)		3,418
Cash and due from banks at beginning of period		11,147			10,654
Cash and due from banks at end of period	$	10,981		$	14,072

See Notes to Consolidated Financial Statements.

U.S. Bancorp

Notes to Consolidated Financial Statements

(Unaudited)

Note 1

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States. In the opinion of management of U.S. Bancorp (the “Company”), all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of results for the interim periods have been made. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Accounting policies for the lines of business are generally the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs, expenses and other financial elements to each line of business. Table 11 “Line of Business Financial Performance” included in Management’s Discussion and Analysis provides details of segment results. This information is incorporated by reference into these Notes to Consolidated Financial Statements.

Note 2

Accounting Changes

Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance, originally effective for the Company on January 1, 2017, related to revenue recognition from contracts with customers. In August 2015, the FASB delayed the effective date of this guidance by one year, resulting in it becoming effective for the Company on January 1, 2018.

This guidance amends certain currently existing revenue recognition accounting guidance and allows for either retrospective application to all periods presented or a modified retrospective approach where the guidance would only be applied to existing contracts in effect at the adoption date and new contracts going forward. The Company is currently evaluating the impact of this guidance under the modified retrospective approach and expects the adoption will not be material to its financial statements.

Accounting for Leases In February 2016, the FASB issued accounting guidance, effective for the Company on January 1, 2019, related to the accounting for leases. This guidance will require lessees to recognize all leases on the Consolidated Balance Sheet as lease assets and lease liabilities, with lessor accounting being largely unchanged. This guidance also requires additional disclosures regarding leasing arrangements. The Company expects the adoption of this guidance will not be material to its financial statements.

38	U.S. Bancorp

Note 3

Investment Securities

The amortized cost, other-than-temporary impairment recorded in other comprehensive income (loss), gross unrealized holding gains and losses, and fair value of held-to-maturity and available-for-sale investment securities were as follows:


	March 31, 2016											December 31, 2015
					Unrealized Losses											Unrealized Losses
(Dollars in Millions)	Amortized Cost		Unrealized Gains		Other-than- Temporary (e)		Other (f)			Fair Value		Amortized Cost		Unrealized Gains		Other-than- Temporary (e)		Other (f)			Fair Value
Held-to-maturity (a)
U.S. Treasury and agencies	$	2,908	$	57	$	–	$	–		$	2,965	$	2,925	$	14	$	–	$	(20	)	$	2,919
Mortgage-backed securities
Residential
Agency		39,160		402		–		(59	)		39,503		40,619		175		–		(273	)		40,521
Non-agency non-prime (d)		1		–		–		–			1		1		–		–		–			1
Asset-backed securities
Collateralized debt obligations/Collateralized loan obligations		–		6		–		–			6		–		6		–		–			6
Other		9		3		–		–			12		10		3		–		–			13
Obligations of state and political subdivisions		8		1		–		(1	)		8		8		1		–		(1	)		8
Obligations of foreign governments		9		–		–		–			9		9		–		–		–			9
Other debt securities		18		–		–		(1	)		17		18		–		–		(2	)		16
Total held-to-maturity	$	42,113	$	469	$	–	$	(61	)	$	42,521	$	43,590	$	199	$	–	$	(296	)	$	43,493
Available-for-sale (b)
U.S. Treasury and agencies	$	7,662	$	110	$	–	$	(3	)	$	7,769	$	4,611	$	12	$	–	$	(27	)	$	4,596
Mortgage-backed securities
Residential