Edgar Filing: US BANCORP \DE\

Form 10-Q

Form 10-Q/March 31, 2014

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

¨	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 ¨		Smaller reporting company ¨
(Do not check if a 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

Common Stock, $.01 Par Value

Outstanding as of April 30, 2014

1,815,149,853 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)
a) Overview			3
b) Statement of Income Analysis			3
c) Balance Sheet Analysis			5
d) Non-GAAP Financial Measures			33
e) Critical Accounting Policies			34
f) Controls and Procedures (Item 4)			34
2) Quantitative and Qualitative Disclosures About Market Risk/Corporate Risk Profile (Item 3)
a) Overview			8
b) Credit Risk Management			9
c) Residual Value Risk Management			23
d) Operational Risk Management			23
e) Interest Rate Risk Management			23
f) Market Risk Management			24
g) Liquidity Risk Management			25
h) Capital Management			28
3) Line of Business Financial Review			29
4) Financial Statements (Item 1)			35
Part II — Other Information
1) Legal Proceedings (Item 1)			77
2) Risk Factors (Item 1A)			77
3) Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)			77
4) Exhibits (Item 6)			77
5) Signature			78
6) Exhibits			79

“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 moderate 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. Continued stress in the commercial real estate markets, as well as a delay or failure of recovery in the residential real estate markets could cause additional 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; increased competition from both banks and non-banks; changes in customer behavior and preferences; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management’s ability to effectively manage credit risk, residual value risk, market risk, operational risk, interest rate risk, and liquidity 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, 2013, 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)	2014			2013			Percent Change
Condensed Income Statement
Net interest income (taxable-equivalent basis) (a)	$	2,706		$	2,709			(.1	)%
Noninterest income		2,103			2,160			(2.6	)
Securities gains (losses), net		5			5			–
Total net revenue		4,814			4,874			(1.2	)
Noninterest expense		2,544			2,470			3.0
Provision for credit losses		306			403			(24.1	)
Income before taxes		1,964			2,001			(1.8	)
Taxable-equivalent adjustment		56			56			–
Applicable income taxes		496			558			(11.1	)
Net income		1,412			1,387			1.8
Net (income) loss attributable to noncontrolling interests		(15	)		41			*
Net income attributable to U.S. Bancorp	$	1,397		$	1,428			(2.2	)
Net income applicable to U.S. Bancorp common shareholders	$	1,331		$	1,358			(2.0	)
Per Common Share
Earnings per share	$	.73		$	.73			–	%
Diluted earnings per share		.73			.73			–
Dividends declared per share		.230			.195			17.9
Book value per share		20.48			18.71			9.5
Market value per share		42.86			33.93			26.3
Average common shares outstanding		1,818			1,858			(2.2	)
Average diluted common shares outstanding		1,828			1,867			(2.1	)
Financial Ratios
Return on average assets		1.56	%		1.65	%
Return on average common equity		14.6			16.0
Net interest margin (taxable-equivalent basis) (a)		3.35			3.48
Efficiency ratio (b)		52.9			50.7
Net charge-offs as a percent of average loans outstanding		.59			.79
Average Balances
Loans	$	235,859		$	222,421			6.0	%
Loans held for sale		2,626			8,764			(70.0	)
Investment securities (c)		82,216			73,467			11.9
Earning assets		326,226			313,992			3.9
Assets		364,312			351,387			3.7
Noninterest-bearing deposits		70,824			66,400			6.7
Deposits		257,479			245,018			5.1
Short-term borrowings		29,490			28,164			4.7
Long-term debt		22,131			25,404			(12.9	)
Total U.S. Bancorp shareholders’ equity		41,761			39,177			6.6

	March 31, 2014			December 31, 2013
Period End Balances
Loans	$	238,375		$	235,235			1.3	%
Investment securities		85,473			79,855			7.0
Assets		371,289			364,021			2.0
Deposits		260,612			262,123			(.6	)
Long-term debt		23,774			20,049			18.6
Total U.S. Bancorp shareholders’ equity		42,054			41,113			2.3
Asset Quality
Nonperforming assets	$	1,999		$	2,037			(1.9	)%
Allowance for credit losses		4,497			4,537			(.9	)
Allowance for credit losses as a percentage of period-end loans		1.89	%		1.93	%
Capital Ratios
Common equity tier 1 capital (d)		9.7	%		9.4	%(e)
Tier 1 capital		11.4			11.2
Total risk-based capital		13.5			13.2
Leverage		9.7			9.6
Tangible common equity to tangible assets (e)		7.8			7.7
Tangible common equity to risk-weighted assets (e)		9.3			9.1
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (e)		9.0			8.8

*	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)

March 31, 2014, calculated under the Basel III transitional standardized approach; December 31, 2013, calculated under Basel I.

(e)

See Non-GAAP Financial Measures on page 33.



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 2014, or $.73 per diluted common share, both equal to the first quarter of 2013. Return on average assets and return on average common equity were 1.56 percent and 14.6 percent, respectively, for the first quarter of 2014, compared with 1.65 percent and 16.0 percent, respectively, for the first quarter of 2013.

Total net revenue, on a taxable-equivalent basis, for the first quarter of 2014 was $60 million (1.2 percent) lower than the first quarter of 2013, primarily reflecting a 2.6 percent decrease in noninterest income. Net interest income was essentially flat from a year ago, the result of an increase in average earning assets, offset by a decrease in the net interest margin. The noninterest income decrease was due to lower mortgage banking revenue.

Noninterest expense in the first quarter of 2014 was $74 million (3.0 percent) higher than the first quarter of 2013, primarily due to an increase in other expense driven by insurance-related recoveries in the first quarter of 2013, partially offset by a decrease in costs related to foreclosed properties, and the Company’s adoption in the first quarter of 2014 of new accounting guidance for certain affordable housing tax credit investments.

The provision for credit losses for the first quarter of 2014 of $306 million was $97 million (24.1 percent) lower than the first quarter of 2013. Net charge-offs in the first quarter of 2014 were $341 million, compared with $433 million in the first quarter of 2013. 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, was $2.7 billion in the first quarter of 2014, essentially flat to the first quarter of 2013, the result of a lower net interest margin, offset by higher average earning assets. The net interest margin in the first quarter of 2014 was 3.35 percent, compared with 3.48 percent in the first quarter of 2013. The decrease in the net interest margin from the first quarter of 2013 primarily reflected lower reinvestment rates on investment securities, as well as growth in the investment portfolio at lower average rates, and lower rates on loans, partially offset by lower rates on deposits and short-term borrowings, and the positive impact from maturities of higher rate long-term debt. Average earning assets were $12.2 billion (3.9 percent) higher in the first quarter of 2014, compared with the first quarter of 2013, driven by increases of $13.4 billion (6.0 percent) in loans and $8.7 billion (11.9 percent) in investment securities, partially offset by decreases in loans held for sale of $6.1 billion (70.0 percent) and other earning assets of $3.8 billion (40.8 percent), primarily due to the deconsolidation of certain consolidated variable interest entities during the second quarter of 2013. Refer to the “Consolidated Daily Average Balance Sheet and Related Yields and Rates” table for further information on net interest income.

Average total loans for the first quarter of 2014 were $13.4 billion (6.0 percent) higher than the first quarter of 2013, driven by growth in residential mortgages (14.4 percent), commercial loans (8.5 percent), commercial real estate loans (7.6 percent), credit card loans (5.3 percent) and other retail loans (.9 percent). These increases were driven by higher demand for loans from new and existing customers. The increases were partially offset by a decline in loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) (24.4 percent). Average loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC (“covered” loans) were $8.3 billion in the first quarter of 2014, compared with $11.0 billion in the same period of 2013.



U. S. Bancorp		3


Table 2		Noninterest Income


	Three Months Ended March 31,
(Dollars in Millions)	2014		2013		Percent Change
Credit and debit card revenue	$	239	$	214		11.7	%
Corporate payment products revenue		173		172		.6
Merchant processing services		356		347		2.6
ATM processing services		78		82		(4.9	)
Trust and investment management fees		304		278		9.4
Deposit service charges		157		153		2.6
Treasury management fees		133		134		(.7	)
Commercial products revenue		205		200		2.5
Mortgage banking revenue		236		401		(41.1	)
Investment products fees		46		41		12.2
Securities gains (losses), net		5		5		–
Other		176		138		27.5
Total noninterest income	$	2,108	$	2,165		(2.6	)%

Average investment securities in the first quarter of 2014 were $8.7 billion (11.9 percent) higher than the first quarter of 2013, primarily due to purchases of U.S. government agency-backed securities, net of prepayments and maturities, in anticipation of final liquidity coverage ratio regulatory requirements.

Average total deposits for the first quarter of 2014 were $12.5 billion (5.1 percent) higher than the first quarter of 2013. Average noninterest-bearing deposits increased $4.4 billion (6.7 percent) over the prior year, driven primarily by growth in balances related to the Company’s corporate trust and wholesale businesses. Average total savings deposits were $10.8 billion (8.2 percent) higher, the result of growth in Consumer and Small Business Banking, and Wholesale Banking and Commercial Real Estate balances. Average time deposit less than $100,000 were $2.2 billion (15.9 percent) lower in the first quarter of 2014, compared with the same period of 2013, due to maturities. Average time deposits greater than $100,000 were $636 million (2.0 percent) lower, primarily due to a decline in Consumer and Small Business Banking and corporate trust balances, partially offset by an increase in Wholesale Banking and Commercial Real Estate balances. Time deposits greater than $100,000 are managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing.

Provision for Credit Losses The provision for credit losses for the first quarter of 2014 decreased $97 million (24.1 percent) from the first quarter of 2013. Net charge-offs decreased $92 million (21.2 percent) in the first quarter of 2014, compared with the same period of

the prior year, due to improvements in the commercial real estate, residential mortgages and home equity and second mortgages portfolios. The provision for credit losses was lower than net charge-offs by $35 million in the first quarter of 2014, compared with $30 million lower than net charge-offs in the first quarter of 2013. 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 2014 was $2.1 billion, a decrease of $57 million (2.6 percent), compared with the first quarter of 2013. The decrease from a year ago was due to a reduction in mortgage banking revenue, due to lower origination and sales revenue, partially offset by growth in several other fee categories. Credit and debit card revenue increased primarily due to higher transaction volumes. Merchant processing services revenue was higher as a result of an increase in fee-based product revenue and higher volumes, partially offset by lower rates. Trust and investment management fees increased, reflecting account growth, improved market conditions and business expansion. Commercial products revenue increased, principally due to higher syndication fees on tax-advantaged projects, while investment products fees increased due to higher sales volumes and fees. In addition, other income increased, driven by higher equity investment revenue.



4		U. S. Bancorp


Table 3		Noninterest Expense


	Three Months Ended March 31,
(Dollars in Millions)	2014			2013			Percent Change
Compensation	$	1,115		$	1,082			3.0	%
Employee benefits		289			310			(6.8	)
Net occupancy and equipment		249			235			6.0
Professional services		83			78			6.4
Marketing and business development		79			73			8.2
Technology and communications		211			211			–
Postage, printing and supplies		81			76			6.6
Other intangibles		49			57			(14.0	)
Other		388			348			11.5
Total noninterest expense	$	2,544		$	2,470			3.0	%
Efficiency ratio (a)		52.9	%		50.7	%

(a)

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

Noninterest Expense Noninterest expense in the first quarter of 2014 was $2.5 billion, an increase of $74 million (3.0 percent), compared with the first quarter of 2013. The increase in noninterest expense from a year ago was the result of higher compensation expense, reflecting growth in staffing for business initiatives and the impact of merit increases, partially offset by a reduction in employee benefits expense driven by lower pension costs, higher net occupancy and equipment expense due to business initiatives, higher rent expense, and the timing of marketing expense in Payment Services. In addition, other expense increased, driven by insurance-related recoveries in the prior year, partially offset by lower tax-advantaged project costs resulting from the first quarter of 2014 adoption of new accounting guidance for certain affordable housing tax credit investments, and lower costs related to foreclosed real estate. Other intangibles expense decreased from the prior year due to the reduction or completion of the amortization of certain intangibles.

Income Tax Expense The provision for income taxes was $496 million (an effective rate of 26.0 percent) for the first quarter of 2014, compared with $558 million (an effective rate of 28.7 percent) for the first quarter of 2013. The decrease from the prior year primarily reflected the impact of the accounting presentation changes, begun in the fourth quarter of 2013, related to certain investments in tax-advantaged projects, net of the impact of the adoption of new accounting guidance for certain affordable housing tax credit investments in the first quarter of 2014. For further information on income taxes, refer to Note 10 of the Notes to Consolidated Financial Statements.

BALANCE SHEET ANALYSIS

Loans The Company’s loan portfolio was $238.4 billion at March 31, 2014, compared with $235.2 billion at December 31, 2013, an increase of $3.2 billion (1.3 percent). The increase was driven primarily by increases in commercial loans, commercial real estate loans and residential mortgages, partially offset by lower credit card, other retail and covered loans.

Commercial loans and commercial real estate loans increased $3.7 billion (5.2 percent) and $246 million (.6 percent), respectively, at March 31, 2014, compared with December 31, 2013, reflecting higher demand from new and existing customers.

Residential mortgages held in the loan portfolio increased $552 million (1.1 percent) at March 31, 2014, compared with December 31, 2013. Residential mortgages originated and placed in the Company’s loan portfolio are primarily well-secured jumbo mortgages and branch-originated first lien home equity loans to borrowers with high credit quality. 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, the loan is transferred to loans held for sale.

Credit card loans decreased $892 million (4.9 percent) at March 31, 2014, compared with December 31, 2013, the result of customers seasonally paying down their balances. Other retail loans, which include retail leasing, home equity and second mortgages and other retail loans, decreased $71 million (.1 percent)



U. S. Bancorp		5

at March 31, 2014, compared with December 31, 2013. The decrease was driven by lower home equity and second mortgages and student loan balances, partially offset by higher auto and installment loans, and retail leasing balances.

Loans Held for Sale Loans held for sale, consisting primarily of residential mortgages to be sold in the secondary market, were $1.8 billion at March 31, 2014, compared with $3.3 billion at December 31, 2013. The decrease in loans held for sale was principally due to a lower amount of mortgage loan originations during the first quarter of 2014, which was the result of less refinance activity.

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 $85.5 billion at March 31, 2014, compared with $79.9 billion at December 31, 2013. The $5.6 billion (7.0 percent) increase reflected $5.3 billion of net investment purchases, primarily U.S. government agency-backed securities in anticipation of final liquidity coverage ratio regulatory requirements, and a $297 million favorable change in net unrealized gains (losses) on available-for-sale investment securities.

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, 2014, the Company’s net unrealized gains on available-for-sale securities were $172 million, compared with net unrealized losses of $125 million at December 31, 2013. The favorable change in net unrealized gains (losses) was primarily due to increases in the fair value of agency mortgage-backed and state and political securities as a result of decreases in interest rates and changes in credit spreads. Gross unrealized losses on available-for-sale securities totaled $596 million at March 31, 2014, compared with $775 million at December 31, 2013. At March 31, 2014, 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 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 2 and 13 in the Notes to Consolidated Financial Statements for further information on investment securities.



6		U. S. Bancorp


Table 4		Investment Securities


	Available-for-Sale									Held-to-Maturity
At March 31, 2014 (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	$	30	$	30		.4		4.53	%	$	650	$	651		.2		.96	%
Maturing after one year through five years		31		32		2.4		3.12			80		81		1.2		1.36
Maturing after five years through ten years		842		804		8.5		2.83			1,195		1,137		8.3		2.09
Maturing after ten years		201		196		16.4		2.19			59		59		11.1		1.75
Total	$	1,104	$	1,062		9.6		2.77	%	$	1,984	$	1,928		5.4		1.68	%
Mortgage-Backed Securities (a)
Maturing in one year or less	$	298	$	302		.6		2.34	%	$	12	$	12		.7		2.17	%
Maturing after one year through five years		17,414		17,414		3.8		2.07			24,023		23,908		3.6		2.26
Maturing after five years through ten years		16,918		16,980		5.9		1.80			13,819		13,655		5.6		1.62
Maturing after ten years		1,692		1,694		13.2		1.20			740		752		12.1		1.24
Total	$	36,322	$	36,390		5.2		1.91	%	$	38,594	$	38,327		4.5		2.02	%
Asset-Backed Securities (a)
Maturing in one year or less	$	–	$	–		–		–	%	$	–	$	–		.1		.38	%
Maturing after one year through five years		272		283		3.9		1.54			11		14		3.6		.81
Maturing after five years through ten years		362		369		7.5		2.45			3		3		6.5		.92
Maturing after ten years		–		–		17.3		2.45			1		9		10.0		.97
Total	$	634	$	652		6.0		2.06	%	$	15	$	26		4.5		.84	%
Obligations of State and Political Subdivisions (b) (c)
Maturing in one year or less	$	146	$	149		.6		6.43	%	$	1	$	1		.7		10.39	%
Maturing after one year through five years		4,614		4,769		2.5		6.79			2		2		2.6		8.36
Maturing after five years through ten years		576		577		6.7		5.15			1		1		7.9		8.03
Maturing after ten years		96		90		22.6		5.77			7		7		11.9		2.65
Total	$	5,432	$	5,585		3.2		6.59	%	$	11	$	11		9.1		4.78	%
Other Debt Securities
Maturing in one year or less	$	51	$	51		.2		5.71	%	$	6	$	6		.2		1.60	%
Maturing after one year through five years		–		–		–		–			78		78		2.5		1.12
Maturing after five years through ten years		–		–		–		–			24		13		6.6		.98
Maturing after ten years		690		625		19.2		2.47			–		–		–		–
Total	$	741	$	676		17.9		2.69	%	$	108	$	97		3.3		1.12	%
Other Investments	$	356	$	396		17.8		2.74	%	$	–	$	–		–		–	%
Total investment securities (d)	$	44,589	$	44,761		5.4		2.52	%	$	40,712	$	40,389		4.5		2.00	%

(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 6.0 years at December 31, 2013, with a corresponding weighted-average yield of 2.64 percent. The weighted-average maturity of the held-to-maturity investment securities was 4.5 years at December 31, 2013, with a corresponding weighted-average yield of 2.00 percent.

(e)

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. Average yield and maturity calculations exclude equity securities that have no stated yield or maturity.


	March 31, 2014					December 31, 2013
(Dollars in Millions)	Amortized Cost		Percent of Total			Amortized Cost		Percent of Total
U.S. Treasury and agencies	$	3,088		3.6	%	$	4,222		5.3	%
Mortgage-backed securities		74,916		87.8			68,236		85.3
Asset-backed securities		649		.8			652		.8
Obligations of state and political subdivisions		5,443		6.4			5,685		7.1
Other debt securities and investments		1,205		1.4			1,184		1.5
Total investment securities	$	85,301		100.0	%	$	79,979		100.0	%



U. S. Bancorp		7

Deposits Total deposits were $260.6 billion at March 31, 2014, compared with $262.1 billion at December 31, 2013, the result of decreases in noninterest-bearing deposits and time deposits less than $100,000, partially offset by increases in total savings deposits and time deposits greater than $100,000. Noninterest-bearing deposits decreased $3.6 billion (4.7 percent), primarily due to a seasonal decrease in Wealth Management and Securities Services balances. Time deposits less than $100,000 decreased $652 million (5.5 percent) at March 31, 2014, compared with December 31, 2013, primarily due to maturities. Savings account balances increased $1.6 billion (4.8 percent), primarily due to continued strong participation in a savings product offered by Consumer and Small Business Banking. Money market balances increased $606 million (1.0 percent) primarily due to higher Consumer and Small Business Banking and government banking balances. Interest checking balances increased $247 million (.5 percent) primarily due to higher Consumer and Small Business Banking and Wholesale Banking and Commercial Real Estate balances, partially offset by lower corporate trust and broker-dealer balances. Time deposits greater than $100,000 increased $314 million (1.1 percent) at March 31, 2014, compared with December 31, 2013. Time deposits greater than $100,000 are managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing.

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 $30.8 billion at March 31, 2014, compared with $27.6 billion at December 31, 2013. The $3.2 billion (11.5 percent) increase in short-term borrowings was primarily due to higher federal funds purchased, commercial paper and other short-term borrowings balances, partially offset by lower repurchase agreement balances. Long-term debt was $23.8 billion at March 31, 2014, compared with $20.0 billion at December 31, 2013. The $3.8 billion (18.6 percent) increase was primarily due to the issuances of $3.0 billion of bank notes and $.8 billion of medium-term notes, and a $1.0 billion increase in Federal Home Loan Bank advances, partially offset by $1.0 billion of subordinated note maturities. These increases in borrowings were used to fund the Company’s loan growth and securities purchases. 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 appetite statement and framework for the Company which defines acceptable levels of risk taking, including risk limits, and establishes the governance and oversight activities over risk management and reporting. Compliance with the risk appetite statement is overseen by the Risk Management Committee of the Company’s Board of Directors and managed by the Executive Risk Committee, which is comprised of senior management and led by the Chief Risk Officer. Within this framework, the Company has established quantitative measurements and qualitative considerations for monitoring risk across the Company.

The Company’s most prominent risk exposures are credit, residual value, operational, interest rate, market, liquidity and reputation risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan, investment or derivative contract when it is due. Residual value risk is the potential reduction in the end-of-term value of leased assets. Operational risk includes risks related to fraud, processing errors, technology, breaches of internal controls and in data security, and business continuation and disaster recovery. Operational risk also includes legal and compliance risks, including risks arising from the failure to adhere to laws, rules, regulations and internal policies and procedures. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates, which can affect the re-pricing of assets and liabilities differently. 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, mortgage servicing rights (“MSRs”) and derivatives that are accounted for on a fair value basis. Liquidity risk is the possible inability to fund obligations to depositors, investors or borrowers. Further, corporate strategic decisions, as well as the risks described above, could give rise to reputation risk. Reputation risk is the risk that negative publicity or press, whether true or not, could result in costly litigation or cause a decline in the Company’s stock value, customer base, funding sources or revenue. 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, 2013, for a detailed discussion of these factors.



8		U. S. Bancorp

The Company’s risk management governance approach includes comprehensive board level and management risk committee structures as well as a “three lines of defense” system of checks and balances. Under this system, the first line of defense is responsible for managing the risks it undertakes in accordance with established boundaries such as risk appetite and policy limits. Line of business leaders, along with their Business Line Chief Risk Officers, are responsible for the risk management activities within each business line. The second line of defense, which includes independent risk management and corporate support functions, establishes policies and other requirements and interacts with the Company’s business lines to oversee effective execution. The second line of defense also monitors significant risks on a regular basis, including independent assessments of credit and financial risk processes to ensure the accuracy of loan risk ratings, the quality of underwriting, and to monitor market, interest rate and liquidity risks. The third line of defense, the Company’s internal audit department, engages in independent assessments to provide assurance on the risk management framework.

Under the guidance of the Executive Risk Committee, risk management personnel help promote a culture of compliance through oversight, credible challenge, advice, monitoring, testing and reporting with respect to the Company’s adherence to laws, rules, regulations and internal policies and procedures.

Management provides various risk-related reporting to the Risk Management Committee of the Board of Directors. The Risk Management Committee discusses with management the Company’s risk management performance, covering the status of existing matters, areas of potential future concern, and specific information on certain types of loss events. The discussion also covers quarterly reports by management assessing the Company’s performance relative to the risk appetite statement and the associated risk tolerance 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 risk, which includes losses stemming from events such as fraud, processing errors, or control breaches, as well as reporting on technology performance, and various legal and regulatory compliance measures; and

•

Reputational 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), trends in loan performance, the level of allowance coverage relative to similar banking institutions and macroeconomic factors, such as changes in unemployment rates, gross domestic 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 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 all of the Company’s 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



U. S. Bancorp		9

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 3 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, 2013, 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.

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 home equity lines in the portfolio are variable rates benchmarked to the prime rate, with a 15-year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 10-year amortization period. A 10-year draw and 20-year amortization product was introduced during 2013 to provide customers the option to repay their outstanding balances over a longer period. At March 31, 2014, substantially all of the Company’s home equity lines were in the draw period. 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



10		U. S. Bancorp

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 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, 2014:


Residential mortgages (Dollars in Millions)	Interest Only		Amortizing		Total		Percent of Total
Prime Borrowers
Less than or equal to 80%	$	2,138	$	35,042	$	37,180		85.3	%
Over 80% through 90%		408		2,828		3,236		7.4
Over 90% through 100%		324		1,036		1,360		3.1
Over 100%		458		1,043		1,501		3.5
No LTV available		–		316		316		.7
Total	$	3,328	$	40,265	$	43,593		100.0	%
Sub-Prime Borrowers
Less than or equal to 80%	$	2	$	600	$	602		44.7	%
Over 80% through 90%		2		218		220		16.3
Over 90% through 100%		1		192		193		14.3
Over 100%		4		328		332		24.7
No LTV available		–		–		–		–
Total	$	9	$	1,338	$	1,347		100.0	%
Other Borrowers
Less than or equal to 80%	$	10	$	412	$	422		47.3	%
Over 80% through 90%		1		199		200		22.4
Over 90% through 100%		1		91		92		10.3
Over 100%		2		177		179		20.0
No LTV available		–		–		–		–
Total	$	14	$	879	$	893		100.0	%
Loans Purchased From GNMA Mortgage Pools (a)	$	–	$	5,875	$	5,875		100.0	%
Total
Less than or equal to 80%	$	2,150	$	36,054	$	38,204		73.9	%
Over 80% through 90%		411		3,245		3,656		7.1
Over 90% through 100%		326		1,319		1,645		3.2
Over 100%		464		1,548		2,012		3.9
No LTV available		–		316		316		.6
Loans purchased from GNMA mortgage pools (a)		–		5,875		5,875		11.3
Total	$	3,351	$	48,357	$	51,708		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.


Home equity and second mortgages (Dollars in Millions)	Lines		Loans		Total		Percent of Total
Prime Borrowers
Less than or equal to 80%	$	8,353	$	715	$	9,068		62.6	%
Over 80% through 90%		2,217		213		2,430		16.7
Over 90% through 100%		1,162		124		1,286		8.9
Over 100%		1,305		145		1,450		10.0
No LTV/CLTV available		210		47		257		1.8
Total	$	13,247	$	1,244	$	14,491		100.0	%
Sub-Prime Borrowers
Less than or equal to 80%	$	40	$	29	$	69		24.6	%
Over 80% through 90%		15		21		36		12.9
Over 90% through 100%		12		33		45		16.1
Over 100%		27		99		126		45.0
No LTV/CLTV available		–		4		4		1.4
Total	$	94	$	186	$	280		100.0	%
Other Borrowers
Less than or equal to 80%	$	352	$	11	$	363		74.1	%
Over 80% through 90%		78		5		83		16.9
Over 90% through 100%		18		2		20		4.1
Over 100%		17		3		20		4.1
No LTV/CLTV available		4		–		4		.8
Total	$	469	$	21	$	490		100.0	%
Total
Less than or equal to 80%	$	8,745	$	755	$	9,500		62.2	%
Over 80% through 90%		2,310		239		2,549		16.7
Over 90% through 100%		1,192		159		1,351		8.9
Over 100%		1,349		247		1,596		10.5
No LTV/CLTV available		214		51		265		1.7
Total	$	13,810	$	1,451	$	15,261		100.0	%

At March 31, 2014, approximately $1.3 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 $1.4 billion at December 31, 2013. In addition to residential mortgages, at March 31, 2014, $.3 billion of home equity and second mortgage loans were to customers that may be defined as sub-prime borrowers, unchanged from December 31, 2013. 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 .4 percent of total assets at March 31, 2014, compared with .5 percent at December 31, 2013. 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



U. S. Bancorp		11

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.

Covered loans included $957 million in loans with negative-amortization payment options at March 31, 2014, compared with $986 million at December 31, 2013. Other than covered loans, the Company does not have any residential mortgages with payment schedules that would cause balances to increase over time.

Home equity and second mortgages were $15.3 billion at March 31, 2014, compared with $15.4 billion at December 31, 2013, and included $4.8 billion of home equity lines in a first lien position and $10.5 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, 2014, included approximately $3.9 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $6.6 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, 2014:


	Junior Liens Behind
(Dollars in Millions)	Company Owned or Serviced First Lien			Third Party First Lien			Total
Total	$	3,905		$	6,637		$	10,542
Percent 30–89 days past due		.41	%		.72	%		.60	%
Percent 90 days or more past due		.16	%		.22	%		.20	%
Weighted-average CLTV		78	%		75	%		76	%
Weighted-average credit score		748			742			744

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.



12		U. S. Bancorp


Table 5		Delinquent Loan Ratios as a Percent of Ending Loan Balances


90 days or more past due excluding nonperforming loans	March 31, 2014			December 31, 2013
Commercial
Commercial		.07	%		.08	%
Lease financing		–			–
Total commercial		.06			.08
Commercial Real Estate
Commercial mortgages		–			.02
Construction and development		.29			.30
Total commercial real estate		.06			.07
Residential Mortgages (a)		.64			.65
Credit Card		1.21			1.17
Other Retail
Retail leasing		.02			–
Other		.20			.21
Total other retail (b)		.18			.18
Total loans, excluding covered loans		.30			.31
Covered Loans		5.83			5.63
Total loans		.49	%		.51	%


90 days or more past due including nonperforming loans	March 31, 2014			December 31, 2013
Commercial		.32	%		.27	%
Commercial real estate		.73			.83
Residential mortgages (a)		2.14			2.16
Credit card		1.59			1.60
Other retail (b)		.58			.58
Total loans, excluding covered loans		.95			.97
Covered loans		7.46			7.13
Total loans		1.17	%		1.19	%

(a)

Delinquent loan ratios exclude $3.6 billion at March 31, 2014, and $3.7 billion at December 31, 2013, 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 9.08 percent at March 31, 2014, and 9.34 percent at December 31, 2013.

(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 ..92 percent at March 31, 2014, and .93 percent at December 31, 2013.

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 $1.2 billion (approximately $.7 billion excluding covered loans) at March 31, 2014 and December 31, 2013. 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. 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 .49 percent (.30 percent excluding covered loans) at March 31, 2014, compared with .51 percent (.31 percent excluding covered loans) at December 31, 2013.



U. S. Bancorp		13

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, 2014		December 31, 2013		March 31, 2014			December 31, 2013
Residential Mortgages (a)
30-89 days	$	306	$	358		.59	%		.70	%
90 days or more		331		333		.64			.65
Nonperforming		777		770		1.50			1.51
Total	$	1,414	$	1,461		2.73	%		2.86	%
Credit Card
30-89 days	$	203	$	226		1.19	%		1.25	%
90 days or more		208		210		1.21			1.17
Nonperforming		65		78		.38			.43
Total	$	476	$	514		2.78	%		2.85	%
Other Retail
Retail Leasing
30-89 days	$	10	$	11		.16	%		.18	%
90 days or more		1		–		.02			–
Nonperforming		1		1		.02			.02
Total	$	12	$	12		.20	%		.20	%
Home Equity and Second Mortgages
30-89 days	$	87	$	102		.57	%		.66	%
90 days or more		50		49		.33			.32
Nonperforming		167		167		1.09			1.08
Total	$	304	$	318		1.99	%		2.06	%
Other (b)
30-89 days	$	105	$	132		.40	%		.50	%
90 days or more		35		37		.13			.14
Nonperforming		20		23		.08			.09
Total	$	160	$	192		.61	%		.73	%

(a)

Excludes $417 million of loans 30-89 days past due and $3.6 billion of loans 90 days or more past due at March 31, 2014, purchased from GNMA mortgage pools that continue to accrue interest, compared with $440 million and $3.7 billion at December 31, 2013, 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, 2014			December 31, 2013
Prime Borrowers
30-89 days		.49	%		.55	%
90 days or more		.54			.55
Nonperforming		1.30			1.31
Total		2.33	%		2.41	%
Sub-Prime Borrowers
30-89 days		6.09	%		7.60	%
90 days or more		5.86			6.02
Nonperforming		14.11			13.19
Total		26.06	%		26.81	%
Other Borrowers
30-89 days		1.35	%		1.65	%
90 days or more		1.90			1.43
Nonperforming		2.13			2.09
Total		5.38	%		5.17	%

(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.



14		U. S. Bancorp


Home equity and second mortgages	March 31, 2014			December 31, 2013
Prime Borrowers
30-89 days		.50	%		.57	%
90 days or more		.28			.27
Nonperforming		.99			.98
Total		1.77	%		1.82	%
Sub-Prime Borrowers
30-89 days		3.93	%		4.39	%
90 days or more		1.79			2.03
Nonperforming		4.64			4.73
Total		10.36	%		11.15	%
Other Borrowers
30-89 days		.82	%		1.24	%
90 days or more		.82			.62
Nonperforming		2.03			1.86
Total		3.67	%		3.72	%

The following table provides summary delinquency information for covered loans:


	Amount				As a Percent of Ending Loan Balances
(Dollars in Millions)	March 31, 2014		December 31, 2013		March 31, 2014			December 31, 2013
30-89 days	$	156	$	166		1.92	%		1.96	%
90 days or more		472		476		5.83			5.63
Nonperforming		132		127		1.63			1.50
Total	$	760	$	769		9.38	%		9.09	%

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. At March 31, 2014, performing TDRs were $6.0 billion, unchanged from December 31, 2013. 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.

Credit card and other retail loan modifications are generally part of distinct restructuring programs. The Company offers a workout program providing customers modification solutions over a specified time period, generally up to 60 months. The Company also provides modification programs to qualifying customers



U. S. Bancorp		15

experiencing a temporary financial hardship in which reductions are made to monthly required minimum payments for up to 12 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.

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, 2014 (Dollars in Millions)	Performing TDRs		30-89 Days Past Due			90 Days or More Past Due			Nonperforming TDRs			Total TDRs
Commercial	$	264		1.9	%		1.3	%	$	104	(a)	$	368
Commercial real estate		359		.8			2.5			128	(b)		487
Residential mortgages		1,962		6.0			8.0			464			2,426	(d)
Credit card		224		8.5			6.9			65	(c)		289
Other retail		197		5.4			4.4			66	(c)		263	(e)
TDRs, excluding GNMA and covered loans		3,006		5.1			6.4			827			3,833
Loans purchased from GNMA mortgage pools		2,716		7.7			61.7			–			2,716	(f)
Covered loans		287		.3			1.2			67			354
Total	$	6,009		6.1	%		31.1	%	$	894		$	6,903

(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 $293 million of residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $135 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

(e)

Includes $146 million of other retail loans to borrowers that have had debt discharged through bankruptcy and $3 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

(f)

Includes $491 million of Federal Housing Administration and Department of Veterans Affairs residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $991 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, 2014.



16		U. S. Bancorp


Table 6		Nonperforming Assets (a)


(Dollars in Millions)	March 31, 2014			December 31, 2013
Commercial
Commercial	$	174		$	122
Lease financing		14			12
Total commercial		188			134
Commercial Real Estate
Commercial mortgages		156			182
Construction and development		113			121
Total commercial real estate		269			303
Residential Mortgages (b)		777			770
Credit Card		65			78
Other Retail
Retail leasing		1			1
Other		187			190
Total other retail		188			191
Total nonperforming loans, excluding covered loans		1,487			1,476
Covered Loans		132			127
Total nonperforming loans		1,619			1,603
Other Real Estate (c)(d)		296			327
Covered Other Real Estate (d)		73			97
Other Assets		11			10
Total nonperforming assets	$	1,999		$	2,037
Total nonperforming assets, excluding covered assets	$	1,794		$	1,813
Excluding covered assets
Accruing loans 90 days or more past due (b)	$	695		$	713
Nonperforming loans to total loans		.65	%		.65	%
Nonperforming assets to total loans plus other real estate (c)		.78	%		.80	%
Including covered assets
Accruing loans 90 days or more past due (b)	$	1,167		$	1,189
Nonperforming loans to total loans		.68	%		.68	%
Nonperforming assets to total loans plus other real estate (c)		.84	%		.86	%

Changes in Nonperforming Assets


(Dollars in Millions)	Commercial and Commercial Real Estate			Credit Card, Other Retail and Residential Mortgages			Covered Assets			Total
Balance December 31, 2013	$	494		$	1,319		$	224		$	2,037
Additions to nonperforming assets
New nonaccrual loans and foreclosed properties		136			172			18			326
Advances on loans		13			–			–			13
Total additions		149			172			18			339
Reductions in nonperforming assets
Paydowns, payoffs		(42	)		(69	)		(17	)		(128	)
Net sales		(43	)		(30	)		(19	)		(92	)
Return to performing status		(9	)		(53	)		(1	)		(63	)
Charge-offs (e)		(47	)		(47	)		–			(94	)
Total reductions		(141	)		(199	)		(37	)		(377	)
Net additions to (reductions in) nonperforming assets		8			(27	)		(19	)		(38	)
Balance March 31, 2014	$	502		$	1,292		$	205		$	1,999

(a)

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

(b)

Excludes $3.6 billion and $3.7 billion at March 31, 2014, and December 31, 2013, 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 $540 million and $527 million at March 31, 2014, and December 31, 2013, 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.

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 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



U. S. Bancorp		17

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, 2014, total nonperforming assets were $2.0 billion, essentially unchanged from December 31, 2013. Excluding covered assets, nonperforming assets were $1.8 billion at March 31, 2014, representing a $19 million (1.0 percent) decrease from December 31, 2013. The decrease in nonperforming assets, excluding covered assets, was primarily driven by reductions in the commercial mortgage portfolio, as well as by improvement in construction and development and credit card loans. Nonperforming covered assets at March 31, 2014, were $205 million, compared with $224 million at December 31, 2013. These assets are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company. The ratio of total nonperforming assets to total loans and other real estate was .84 percent (.78 percent excluding covered assets) at March 31, 2014, compared with .86 percent (.80 percent excluding covered assets) at December 31, 2013. Given the current economic conditions, the Company expects total nonperforming assets to remain relatively stable in the second quarter of 2014.

Other real estate owned, excluding covered assets, was $296 million at March 31, 2014, compared with $327 million at December 31, 2013, 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 other real estate owned, 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, 2014		December 31, 2013		March 31, 2014			December 31, 2013
Residential
Florida	$	20	$	17		1.19	%		1.03	%
Minnesota		17		15		.27			.24
California		15		15		.12			.13
Washington		14		16		.35			.40
Ohio		14		17		.44			.52
All other states		170		186		.43			.47
Total residential		250		266		.37			.40
Commercial
California		10		14		.06			.08
Tennessee		5		5		.22			.25
Missouri		4		14		.09			.30
Indiana		3		–		.26			–
Oregon		3		3		.07			.07
All other states		21		25		.03			.03
Total commercial		46		61		.04			.06
Total	$	296	$	327		.13	%		.14	%

Analysis of Loan Net Charge-Offs Total loan net charge-offs were $341 million for the first quarter of 2014, compared with $433 million for the first quarter of 2013. The ratio of total loan net charge-offs to average loans outstanding on an annualized basis for the first quarter of 2014 was .59 percent, compared with .79 percent for the first quarter of 2013. The decrease in total net charge-offs for the first quarter of 2014, compared with the first quarter of 2013, was due to improvements in the commercial real estate, residential mortgages and home equity and second mortgages portfolios, due to improvement in the economy. Given expected economic conditions, the Company’s expectations about nonperforming assets and other portfolio characteristics, and the impact of loan portfolio growth, in the second quarter of 2014 the Company expects the level of net charge-offs to remain relatively stable and provision for credit losses to increase modestly.

Commercial and commercial real estate loan net charge-offs for the first quarter of 2014 were $33 million (.12 percent of average loans outstanding on an annualized basis), compared with $54 million (.21 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. The decrease reflected the improvement in economic conditions.



18		U. S. Bancorp


Table 7		Net Charge-Offs as a Percent of Average Loans Outstanding


	Three Months Ended March 31,
	2014			2013
Commercial
Commercial		.21	%		.22	%
Lease financing		.16			.23
Total commercial		.21			.22
Commercial Real Estate
Commercial mortgages		(.01	)		.20
Construction and development		(.10	)		.26
Total commercial real estate		(.03	)		.21
Residential Mortgages		.45			.83
Credit Card (a)		3.96			3.93
Other Retail
Retail leasing		–			.07
Home equity and second mortgages		.82			1.80
Other		.69			.83
Total other retail		.65			1.08
Total loans, excluding covered loans		.60			.83
Covered Loans		.24			.04
Total loans		.59	%		.79	%

(a)

Net charge-offs as a percent of average loans outstanding, excluding portfolio purchases where the acquired loans were recorded at fair value at the purchase date, were 3.96 percent and 4.00 percent for the three months ended March 31, 2014 and 2013, respectively.

Residential mortgage loan net charge-offs for the first quarter of 2014 were $57 million (.45 percent of average loans outstanding on an annualized basis), compared with $92 million (.83 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. Credit card loan net charge-offs for the first quarter of 2014 were $170 million (3.96 percent of average loans outstanding on an annualized basis), compared with $160 million (3.93 percent of average loans outstanding on an annualized basis) for the first

quarter of 2013. Other retail loan net charge-offs for the first quarter of 2014 were $76 million (.65 percent of average loans outstanding on an annualized basis), compared with $126 million (1.08 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. The decrease in total residential mortgage, credit card and other retail loan net charge-offs for the first quarter of 2014, compared with the first quarter of 2013, reflected the 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)	2014		2013		2014			2013
Residential Mortgages
Prime borrowers	$	43,503	$	37,309		.36	%		.68	%
Sub-prime borrowers		1,360		1,554		5.07			6.79
Other borrowers		901		845		.45			1.44
Loans purchased from GNMA mortgage pools (a)		5,820		5,401		–			–
Total	$	51,584	$	45,109		.45	%		.83	%
Home Equity and Second Mortgages
Prime borrowers	$	14,605	$	15,650		.75	%		1.61	%
Sub-prime borrowers		273		354		4.46			8.02
Other borrowers		488		430		.83			3.77
Total	$	15,366	$	16,434		.82	%		1.80	%

(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.



U. S. Bancorp		19

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 13-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 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, 2014, the Company serviced the first lien on 37 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 $402 million or 2.6 percent of the total home equity portfolio at March 31, 2014, represented 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 1.3 percent for the twelve months ended March 31, 2014), 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.

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 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.



20		U. S. Bancorp

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 the present value of 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. Refer to Note 3 of the Notes to Consolidated Financial Statements, for more information.

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 and Determination of the Allowance for Credit Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, for further discussion on the analysis and determination of the allowance for credit losses.

The allowance for credit losses was $4.5 billion at March 31, 2014 and December 31, 2013 (1.89 percent of total loans and 1.90 percent of loans excluding covered loans at March 31, 2014 and 1.93 percent of total loans and 1.94 percent of loans excluding covered loans at December 31, 2013.) The ratio of the allowance for credit losses to nonperforming loans was 278 percent (293 percent excluding covered loans) at March 31, 2014, compared with 283 percent (297 percent excluding covered loans) at December 31, 2013. The ratio of the allowance for credit losses to annualized loan net charge-offs was 325 percent at March 31, 2014, compared with 310 percent of full year 2013 net charge-offs at December 31, 2013, reflecting the impact of improving economic conditions over the past year.



U. S. Bancorp		21


Table 8		Summary of Allowance for Credit Losses


	Three Months Ended March 31,
(Dollars in Millions)	2014			2013
Balance at beginning of period	$	4,537		$	4,733
Charge-Offs
Commercial
Commercial		57			47
Lease financing		6			9
Total commercial		63			56
Commercial real estate
Commercial mortgages		7			29
Construction and development		1			14
Total commercial real estate		8			43
Residential mortgages		61			100
Credit card		184			193
Other retail
Retail leasing		1			2
Home equity and second mortgages		36			79
Other		63			75
Total other retail		100			156
Covered loans (a)		6			1
Total charge-offs		422			549
Recoveries
Commercial
Commercial		23			15
Lease financing		4			6
Total commercial		27			21
Commercial real estate
Commercial mortgages		8			14
Construction and development		3			10
Total commercial real estate		11			24
Residential mortgages		4			8
Credit card		14			33
Other retail
Retail leasing		1			1
Home equity and second mortgages		5			6
Other		18			23
Total other retail		24			30
Covered loans (a)		1			–
Total recoveries		81			116
Net Charge-Offs
Commercial
Commercial		34			32
Lease financing		2			3
Total commercial		36			35
Commercial real estate
Commercial mortgages		(1	)		15
Construction and development		(2	)		4
Total commercial real estate		(3	)		19
Residential mortgages		57			92
Credit card		170			160
Other retail
Retail leasing		–			1
Home equity and second mortgages		31			73
Other		45			52
Total other retail		76			126
Covered loans (a)		5			1
Total net charge-offs		341			433
Provision for credit losses		306			403
Other changes (b)		(5	)		5
Balance at end of period (c)	$	4,497		$	4,708
Components
Allowance for loan losses	$	4,189		$	4,390
Liability for unfunded credit commitments		308			318
Total allowance for credit losses	$	4,497		$	4,708
Allowance for Credit Losses as a Percentage of
Period-end loans, excluding covered loans		1.90	%		2.11	%
Nonperforming loans, excluding covered loans		293			274
Nonperforming and accruing loans 90 days or more past due, excluding covered loans		200			200
Nonperforming assets, excluding covered assets		243			221
Annualized net charge-offs, excluding covered loans		320			256
Period-end loans		1.89	%		2.11	%
Nonperforming loans		278			255
Nonperforming and accruing loans 90 days or more past due		161			156
Nonperforming assets		225			196
Annualized net charge-offs		325			268

(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.

(c)

At March 31, 2014 and 2013, $1.7 billion of the total allowance for credit losses related to incurred losses on credit card and other retail loans.



22		U. S. Bancorp

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, 2014, no significant change in the amount of residual values or concentration of the portfolios had occurred since December 31, 2013. 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, 2013, 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. Business managers maintain a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data. Business line managers ensure the controls are appropriate and are implemented as designed. The Company’s internal audit function validates the system of internal controls through regular and ongoing risk-based audit procedures and reports on the effectiveness of internal controls to executive management and the Audit Committee of the Board of Directors. Business managers are also required to report on their business line’s management of operational risk. Business managers are responsible for resolving escalated matters, and keeping the Company’s operating, executive, and Board committees informed of the status of such matters. In addition, the Company’s enterprise risk management personnel are also expected to promptly escalate known instances where a risk limit has been exceeded. 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, 2013, for further discussion on operational 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 minimize the volatility of 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. The table below 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, 2014, and December 31, 2013, 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, 2013, 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

Sensitivity of Net Interest Income

March 31, 2014

December 31, 2013

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

1.21%

1.75%

1.07%

1.53%

*	Given the current level of interest rates, a downward rate scenario can not be computed.



U. S. Bancorp		23

curve. The ALCO policy limits the change in market value of equity in a 200 bps parallel rate shock to a 15.0 percent decline. A 200 bps increase would have resulted in a 4.2 percent decrease in the market value of equity at March 31, 2014, compared with a 5.1 percent decrease at December 31, 2013. A 200 bps decrease, where possible given current rates, would have resulted in a 2.5 percent decrease in the market value of equity at March 31, 2014, compared with a .8 percent decrease at December 31, 2013. 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, 2013, for further discussion on market value of equity modeling.

Use of Derivatives to Manage Interest Rate and Other Risks To reduce the sensitivity of earnings 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 loans and debt from floating-rate payments to fixed-rate payments;

•

To mitigate changes in value of the Company’s mortgage origination pipeline, funded mortgage loans held for sale and MSRs;

•

To mitigate remeasurement volatility of foreign currency denominated balances; and

•

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

To manage these risks, the Company may enter into exchange-traded, centrally cleared and over-the-counter derivative contracts, including interest rate swaps, swaptions, futures, forwards and options. 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 historically has minimized the market and liquidity risks of customer-related positions by entering into similar offsetting positions with broker-dealers. In 2014, the Company began to actively manage the risks from its exposure to customer-related interest rate positions 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 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, 2014, the Company had $4.5 billion of forward commitments to sell, hedging $1.5 billion of mortgage loans held for sale and $3.8 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 mortgage loans held for sale.

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 agreements, and, where possible by requiring collateral agreements. 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 clearing houses to further mitigate counterparty credit risk.

For additional information on derivatives and hedging activities, refer to Notes 11 and 12 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



24		U. S. Bancorp

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 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 VaR amounts for the Company’s trading positions were as follows:


Three Months Ended March 31 (Dollars in Millions)	2014		2013
Average	$	1	$	1
High		2		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, 2014 and 2013. 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 Stressed VaR amounts for the Company’s trading positions were as follows:


Three Months Ended March 31 (Dollars in Millions)	2014		2013
Average	$	4	$	3
High		6		8
Low		2		2
Period-end		3		4

Valuations of positions in the client derivatives and foreign currency transaction businesses are based on quotes from third parties, which are generally compared with an additional third party quote to determine if there are significant differences. Significant differences 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 material variances approved by the Company’s market risk management and credit administration departments.

The Company also measures the market risk of its hedging activities related to residential mortgage loans held for sale 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 residential mortgage loans held for sale and related hedges. A seven-year look-back period is used to obtain past market data for the MSRs and related hedges.

The average, high and low VaR amounts for residential mortgage loans held for sale and related hedges and the MSRs and related hedges were as follows:


Three Months Ended March 31 (Dollars in Millions)	2014		2013
Residential Mortgage Loans Held For Sale and Related Hedges
Average	$	1	$	2
High		1		4
Low		–		1
Mortgage Servicing Rights and Related Hedges
Average	$	3	$	3
High		7		6
Low		2		2

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



U. S. Bancorp		25

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 Risk Management Committee of the Company’s Board of Directors oversees the Company’s liquidity risk management process, and approves the Company’s liquidity policy and contingency funding plan. The ALCO reviews and approves 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 contingency plans 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 Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank’s Discount Window. At March 31, 2014, the fair value of unencumbered available-for-sale and held-to-maturity investment securities totaled $71.1 billion, compared with $61.7 billion at December 31, 2013. 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, 2014, the Company could have borrowed an additional $70.9 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 $260.6 billion at March 31, 2014, compared with $262.1 billion at December 31, 2013. 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 $23.8 billion at March 31, 2014, and is an important funding source because of its multi-year borrowing structure. Short-term borrowings were $30.8 billion at

March 31, 2014, 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 and 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, 2014, parent company long-term debt outstanding was $12.2 billion, compared with $11.4 billion at December 31, 2013. The $.8 billion increase was due to the issuance of medium-term notes. As of March 31, 2014, there was $1.5 billion of parent company debt scheduled to mature in the remainder of 2014.

In 2010, the Basel Committee on Banking Supervision issued Basel III, a global regulatory framework proposed to enhance international capital and liquidity standards. In 2013, U.S. banking regulators released a proposed regulatory requirement for U.S. banks which would implement a Liquidity Coverage Ratio (“LCR”) similar to the measure proposed by the Basel Committee as part of Basel III. The LCR requires that banks maintain an adequate level of unencumbered high quality liquid assets to meet estimated liquidity needs over a 30-day stressed period. The Company continues to evaluate the impact of the proposed rule and expects to meet the final standards within the regulatory timelines.

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, 2013, 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, 2014, the Company had investments in perpetual preferred stock issued by European banks with an amortized cost totaling $70 million and unrealized losses totaling $6 million, compared with an amortized cost totaling $70 million



26		U. S. Bancorp

and unrealized losses totaling $7 million, at December 31, 2013. The Company also transacts with various European banks as counterparties to interest rate, mortgage-related and foreign currency derivatives for its hedging and customer-related activities; however, none of these banks are domiciled in the countries 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, 2014, the Company was in a net receivable position with four banks in the United Kingdom, one bank in Germany and one bank in Switzerland, totaling $14 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 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 to their European subsidiaries. While an economic downturn 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 material 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, 2014, the Company had an aggregate amount on deposit with European banks of approximately $436 million.

The money market funds managed by a subsidiary of the Company do not have any investments in European sovereign debt, other than approximately $438 million at March 31, 2014 guaranteed by the country of Germany. Other than investments in banks in the countries of the Netherlands, France and Germany, those 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 14 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 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s interests in variable interest entities.



U. S. Bancorp		27


Table 9		Regulatory Capital Ratios


(Dollars in Millions)	March 31, 2014			December 31, 2013
Common equity tier 1 capital (a)	$	29,463
Tier 1 capital		34,627		$	33,386
Total risk-based capital		40,741			39,340

Common equity tier 1 capital as a percent of risk-weighted assets (a)		9.7	%
Tier 1 capital as a percent of risk-weighted assets		11.4			11.2	%
Tier 1 capital as a percent of adjusted quarterly average assets (leverage ratio)		9.7			9.6
Total risk-based capital as a percent of risk-weighted assets		13.5			13.2

Risk-weighted assets	$	302,841		$	297,919

Note:

March 31, 2014 amounts calculated under the Basel III transitional standardized approach, December 31, 2013 amounts calculated under Basel I.

(a)

Beginning January 1, 2014, the regulatory capital requirements effective for the Company include a common equity tier 1 capital as a percent of risk-weighted assets ratio.

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 well-capitalized bank holding companies. As of December 31, 2013, the regulatory capital requirements effective for the Company followed the Capital Accord of the Basel Committee on Banking Supervision (“Basel I”). During 2013, U.S. banking regulators approved final regulatory capital rule changes, which implemented aspects of Basel III and the Dodd-Frank Wall Street Reform and Consumer Protection Act, such as redefining the regulatory capital elements and minimum capital ratios, introducing regulatory capital buffers above those minimums, revising rules for calculating risk-weighted assets and introducing a new common equity tier 1 capital ratio. 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 next four years to full implementation by January 1, 2018. Table 9 provides a summary of statutory regulatory capital ratios in effect for the Company at March 31, 2014 and December 31, 2013. All regulatory ratios exceeded regulatory “well-capitalized” requirements.

Total U.S. Bancorp shareholders’ equity was $42.1 billion at March 31, 2014, compared with $41.1 billion at December 31, 2013. 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, 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, were 7.8 percent and 9.3 percent, respectively, at March 31, 2014, compared with 7.7 percent and 9.1 percent, respectively, at December 31, 2013. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III standardized approach as if fully implemented was 9.0 percent at March 31, 2014, compared with 8.8 percent at December 31, 2013. Refer to “Non-GAAP Financial Measures” for further information regarding the calculation of these ratios.

On March 14, 2013, the Company announced its Board of Directors had approved a one-year authorization to repurchase up to $2.25 billion of its common stock, from April 1, 2013 through March 31, 2014. On March 26, 2014, the Company announced its Board of Directors had approved a one-year authorization to repurchase up to $2.3 billion of its common stock, from April 1, 2014 through March 31, 2015.

The following table provides a detailed analysis of all shares purchased by the Company or any affiliated purchaser during the first quarter of 2014:


Period (Dollars in Millions)	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 (b)
January		5,901,469	(c)	$	40.72		5,801,469	$	252
February		5,083,416	(d)		39.99		4,983,416		52
March		1,107,136			41.95		1,107,136		–
Total		12,092,021	(e)	$	40.53		11,892,021	$	–

(a)

All shares were purchased under the stock repurchase program announced on March 14, 2013.

(b)

The dollar value of shares subject to the stock repurchase program announced on March 26, 2014 are not reflected in this column.

(c)

Includes 100,000 shares of common stock purchased, at an average price per share of $39.82, in open-market transactions by U.S. Bank National Association, the Company’s principal banking subsidiary, in its capacity as trustee of the Company’s Employee Retirement Savings Plan (the “401(k) Plan”).

(d)

Includes 100,000 shares of common stock purchased, at an average price per share of $38.99, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.

(e)

Includes 200,000 shares of common stock purchased, at an average price per share of $39.41, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.



28		U. S. Bancorp

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, 2013, 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, 2013, 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 2014, certain organization and methodology changes were made and, accordingly, 2013 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 $288 million of the Company’s net income in the first quarter of 2014, or a decrease of $31 million (9.7 percent), compared with the first quarter of 2013. The decrease was primarily driven by lower net revenue and a higher provision for credit losses, partially offset by a reduction in noninterest expense.

Net revenue decreased $38 million (4.9 percent) in the first quarter of 2014, compared with the first quarter

of 2013. Net interest income, on a taxable-equivalent basis, decreased $4 million (.8 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease was primarily driven by lower rates on loans and the impact of lower rates on the margin benefit from deposits, partially offset by higher average loan balances. Noninterest income decreased $34 million (12.1 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by lower wholesale transaction activity and other loan-related fees. In addition, there was a year-over-year decline in equity investment revenue.

Noninterest expense decreased $6 million (1.9 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to lower costs related to other real estate owned. The provision for credit losses increased $18 million in the first quarter of 2014, compared with the first quarter of 2013, primarily due to an unfavorable change in the reserve allocation due to loan growth, partially offset by lower net charge-offs. Nonperforming assets were $313 million at March 31, 2014, $298 million at December 31, 2013, and $431 million at March 31, 2013. Nonperforming assets as a percentage of period-end loans were .41 percent at March 31, 2014, .40 percent at December 31, 2013, and .63 percent at March 31, 2013. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

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, in-store banking, small business banking, consumer lending, mortgage banking, workplace banking, student banking and 24-hour banking. Consumer and Small Business Banking contributed $291 million of the Company’s net income in the first quarter of 2014, or a decrease of $77 million (20.9 percent), compared with the first quarter of 2013. The decrease was due to lower net revenue, partially offset by a lower provision for credit losses and lower noninterest expense. Within Consumer and Small Business Banking, the retail banking division contributed $171 million of the total net income in the first quarter of 2014, or an increase of $12 million (7.5 percent) from the first quarter of 2013. Mortgage banking contributed $120 million of Consumer and Small Business Banking’s net income in the first quarter of 2014, or a decrease of $89 million (42.6 percent) from



U. S. Bancorp		29


Table 10		Line of Business Financial Performance


	Wholesale Banking and Commercial Real Estate									Consumer and Small Business Banking
Three Months Ended March 31 (Dollars in Millions)	2014			2013			Percent Change			2014		2013		Percent Change
Condensed Income Statement
Net interest income (taxable-equivalent basis)	$	490		$	494			(.8	)%	$	1,090	$	1,163		(6.3	)%
Noninterest income		246			280			(12.1	)		625		787		(20.6	)
Securities gains (losses), net		–			–			–			–		–		–
Total net revenue		736			774			(4.9	)		1,715		1,950		(12.1	)
Noninterest expense		301			306			(1.6	)		1,116		1,132		(1.4	)
Other intangibles		1			2			(50.0	)		8		11		(27.3	)
Total noninterest expense		302			308			(1.9	)		1,124		1,143		(1.7	)
Income before provision and income taxes		434			466			(6.9	)		591		807		(26.8	)
Provision for credit losses		(18	)		(36	)		50.0			133		228		(41.7	)
Income before income taxes		452			502			(10.0	)		458		579		(20.9	)
Income taxes and taxable-equivalent adjustment		164			183			(10.4	)		167		211		(20.9	)
Net income		288			319			(9.7	)		291		368		(20.9	)
Net (income) loss attributable to noncontrolling interests		–			–			–			–		–		–
Net income attributable to U.S. Bancorp	$	288		$	319			(9.7	)	$	291	$	368		(20.9	)
Average Balance Sheet
Commercial	$	54,491		$	49,133			10.9	%	$	8,333	$	8,499		(2.0	)%
Commercial real estate		20,566			18,988			8.3			18,623		17,463		6.6
Residential mortgages		22			29			(24.1	)		50,296		44,499		13.0
Credit card		–			–			–			–		–		–
Other retail		4			8			(50.0	)		45,484		44,922		1.3
Total loans, excluding covered loans		75,083			68,158			10.2			122,736		115,383		6.4
Covered loans		245			466			(47.4	)		6,048		6,928		(12.7	)
Total loans		75,328			68,624			9.8			128,784		122,311		5.3
Goodwill		1,604			1,604			–			3,515		3,515		–
Other intangible assets		21			27			(22.2	)		2,741		2,015		36.0
Assets		82,249			74,720			10.1			141,694		140,229		1.0
Noninterest-bearing deposits		32,218			29,908			7.7			21,945		21,352		2.8
Interest checking		10,472			10,886			(3.8	)		34,851		32,386		7.6
Savings products		17,128			11,902			43.9			48,060		45,570		5.5
Time deposits		18,385			16,472			11.6			18,708		22,444		(16.6	)
Total deposits		78,203			69,168			13.1			123,564		121,752		1.5
Total U.S. Bancorp shareholders’ equity		7,527			7,150			5.3			11,569		12,040		(3.9	)

*	Not meaningful

the first quarter of 2013, reflecting lower mortgage banking activity in 2014.

Net revenue decreased $235 million (12.1 percent) in the first quarter of 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, decreased $73 million (6.3 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease in net interest income was primarily due to lower rates on loans, the impact of lower rates on the margin benefit from deposits and lower average loans held for sale balances, partially offset by higher average loan and deposit balances. Noninterest income decreased $162 million (20.6 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily the result of lower mortgage origination and sales revenue, as well as lower ATM processing services and commercial products revenue. These decreases were partially offset by higher

deposit service charges, the result of increased monthly account fees, and higher retail lease revenue.

Noninterest expense decreased $19 million (1.7 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease reflected lower compensation and employee benefits expense, and a reduction in mortgage servicing review-related professional services costs. The provision for credit losses decreased $95 million (41.7 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease was due to lower net charge-offs and a favorable change in the reserve allocation, partially offset by higher loan balances. As a percentage of average loans outstanding on an annualized basis, net charge-offs decreased to .46 percent in the first quarter of 2014, compared with .72 percent in the first quarter of 2013. Nonperforming assets were $1.4 billion at March 31, 2014, $1.4 billion at December 31, 2013, and $1.5 billion at March 31, 2013. Nonperforming assets as



30		U. S. Bancorp


Wealth Management and Securities Services								Payment Services									Treasury and Corporate Support								Consolidated Company
2014			2013		Percent Change			2014			2013			Percent Change			2014			2013		Percent Change			2014			2013		Percent Change

$	83		$	88		(5.7	)%	$	414		$	388			6.7	%	$	629		$	576		9.2	%	$	2,706		$	2,709		(.1	)%
	330			294		12.2			775			747			3.7			127			52		*			2,103			2,160		(2.6	)
	–			–		–			–			–			–			5			5		–			5			5		–
	413			382		8.1			1,189			1,135			4.8			761			633		20.2			4,814			4,874		(1.2	)
	332			320		3.8			577			551			4.7			169			104		62.5			2,495			2,413		3.4
	9			9		–			31			35			(11.4	)		–			–		–			49			57		(14.0	)
	341			329		3.6			608			586			3.8			169			104		62.5			2,544			2,470		3.0
	72			53		35.8			581			549			5.8			592			529		11.9			2,270			2,404		(5.6	)
	(4	)		–		*			201			205			(2.0	)		(6	)		6		*			306			403		(24.1	)
	76			53		43.4			380			344			10.5			598			523		14.3			1,964			2,001		(1.8	)
	28			19		47.4			138			125			10.4			55			76		(27.6	)		552			614		(10.1	)
	48			34		41.2			242			219			10.5			543			447		21.5			1,412			1,387		1.8
	–			–		–			(9	)		(9	)		–			(6	)		50		*			(15	)		41		*
$	48		$	34		41.2		$	233		$	210			11.0		$	537		$	497		8.0		$	1,397		$	1,428		(2.2	)

$	1,842		$	1,617		13.9	%	$	5,997		$	5,860			2.3	%	$	171		$	190		(10.0	)%	$	70,834		$	65,299		8.5	%
	616			655		(6.0	)		–			–			–			245			112		*			40,050			37,218		7.6
	1,265			580		*			–			–			–			1			1		–			51,584			45,109		14.4
	–			–		–			17,407			16,528			5.3			–			–		–			17,407			16,528		5.3
	1,472			1,553		(5.2	)		697			763			(8.7	)		–			–		–			47,657			47,246		.9
	5,195			4,405		17.9			24,101			23,151			4.1			417			303		37.6			227,532			211,400		7.6
	7			9		(22.2	)		5			5			–			2,022			3,613		(44.0	)		8,327			11,021		(24.4	)
	5,202			4,414		17.9			24,106			23,156			4.1			2,439			3,916		(37.7	)		235,859			222,421		6.0
	1,565			1,528		2.4			2,519			2,508			.4			–			–		–			9,203			9,155		.5
	171			182		(6.0	)		507			612			(17.2	)		1			2		(50.0	)		3,441			2,838		21.2
	8,217			7,286		12.8			30,372			29,444			3.2			101,780			99,708		2.1			364,312			351,387		3.7
	14,713			14,106		4.3			698			692			.9			1,250			342		*			70,824			66,400		6.7
	5,441			4,701		15.7			540			430			25.6			1			1		–			51,305			48,404		6.0
	27,084			26,890		.7			70			47			48.9			102			96		6.3			92,444			84,505		9.4
	4,165			5,961		(30.1	)		–			–			–			1,648			832		98.1			42,906			45,709		(6.1	)
	51,403			51,658		(.5	)		1,308			1,169			11.9			3,001			1,271		*			257,479			245,018		5.1
	2,296			2,359		(2.7	)		5,669			5,961			(4.9	)		14,700			11,667		26.0			41,761			39,177		6.6

a percentage of period-end loans were 1.09 percent at March 31, 2014, 1.12 percent at December 31, 2013, and 1.18 percent at March 31, 2013. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

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 $48 million of the Company’s net income in the first quarter of 2014, or an increase of $14 million (41.2 percent), compared with the first quarter of 2013. The increase was primarily due

to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $31 million (8.1 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by a $36 million (12.2 percent) increase in noninterest income, reflecting the impact of account growth, improved market conditions, business expansion and higher investment product fees. Net interest income, on a taxable-equivalent basis, decreased $5 million (5.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally due to the impact of lower rates on the margin benefit from deposits, partially offset by higher average loan balances.

Noninterest expense increased $12 million (3.6 percent) in the first quarter of 2014, compared with the first quarter of 2013. The increase in noninterest expense was primarily due to higher compensation and employee benefits expense, including the impact of business expansion.



U. S. Bancorp		31

Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $233 million of the Company’s net income in the first quarter of 2014, or an increase of $23 million (11.0 percent) compared with the first quarter of 2013. The increase was primarily due to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $54 million (4.8 percent) in the first quarter 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, increased $26 million (6.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by higher average loan balances and improved loan rates. Noninterest income increased $28 million (3.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to an increase in credit and debit card revenue on higher transaction volumes, and higher merchant processing services revenue due to higher volumes and an increase in fee-based product revenue, partially offset by lower rates.

Noninterest expense increased $22 million (3.8 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to higher compensation and employee benefits expenses, including the impact of business expansion, partially offset by reductions in technology and communications expense and other intangibles expense. The provision for credit losses decreased $4 million (2.0 percent) in the first quarter of 2014, compared with the first quarter of 2013, due to a favorable change in the reserve allocation, partially offset by loan growth and higher net charge-offs. As a percentage of average loans outstanding, net charge-offs were 3.35 percent in the first quarter of 2014 and the first quarter of 2013.

Treasury and Corporate Support Treasury and Corporate Support includes the Company’s investment portfolios, most covered commercial and commercial real estate loans and related other real estate owned, funding, capital management, interest rate risk management, the net effect of transfer pricing related to average balances, income taxes not allocated to 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 $537 million in the first quarter of 2014, compared with $497 million in the first quarter of 2013.

Net revenue increased $128 million (20.2 percent) in the first quarter of 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, increased $53 million (9.2 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally due to an increase in the investment portfolio average balances and lower rates on short-term borrowings. Noninterest income increased $75 million in the first quarter of 2014, compared with the first quarter of 2013, driven by higher equity investment and commercial products revenue, including an increase in syndication fees on tax-advantaged projects.

Noninterest expense increased $65 million (62.5 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally reflecting an increase in other expense driven by insurance-related recoveries in the prior year and an increase in occupancy costs, partially offset by lower costs related to investments in tax-advantaged projects.

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.



32		U. S. Bancorp

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 for additional information,

•

Tier 1 common equity to risk-weighted assets using Basel I definition.

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, 2014			December 31, 2013
Total equity	$	42,743		$	41,807
Preferred stock		(4,756	)		(4,756	)
Noncontrolling interests		(689	)		(694	)
Goodwill (net of deferred tax liability) (1)		(8,352	)		(8,343	)
Intangible assets, other than mortgage servicing rights		(804	)		(849	)
Tangible common equity (a)		28,142			27,165

Tangible common equity (as calculated above)		28,142			27,165
Adjustments (2)		239			224
Common equity tier 1 capital estimated for the Basel III fully implemented standardized approach (b)		28,381			27,389

Tier 1 capital, determined in accordance with prescribed regulatory requirements using Basel I definition					33,386
Preferred stock					(4,756	)
Noncontrolling interests, less preferred stock not eligible for Tier 1 capital					(688	)
Tier 1 common equity using Basel 1 definitions (c)					27,942
Total assets		371,289			364,021
Goodwill (net of deferred tax liability) (1)		(8,352	)		(8,343	)
Intangible assets, other than mortgage servicing rights		(804	)		(849	)
Tangible assets (d)		362,133			354,829

Risk-weighted assets, determined in accordance with prescribed regulatory requirements (3)(e)		302,841			297,919
Adjustments (4)		13,238			13,712
Risk-weighted assets estimated for the Basel III fully implemented standardized approach (f)		316,079			311,631
Ratios
Tangible common equity to tangible assets (a)/(d)		7.8	%		7.7	%
Tangible common equity to risk-weighted assets (a)/(e)		9.3			9.1
Tier 1 common equity to risk-weighted assets using Basel I definition (c)/(e)		–			9.4
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (b)/(f)		9.0			8.8

(1)

Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements beginning March 31, 2014.

(2)

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

(3)

March 31, 2014, calculated under the Basel III transitional standardized approach; December 31, 2013, calculated under Basel I.

(4)

Includes higher risk-weighting for unfunded loan commitments, investment securities, mortgage servicing rights and other adjustments.



U. S. Bancorp		33

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, 2013.

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.



34		U. S. Bancorp

U.S. Bancorp

Consolidated Balance Sheet


(Dollars in Millions)	March 31, 2014			December 31, 2013
	(Unaudited)
Assets
Cash and due from banks	$	7,408		$	8,477
Investment securities
Held-to-maturity (fair value $40,389 and $38,368, respectively; including $498 and $994 at fair value pledged as collateral, respectively) (a)		40,712			38,920
Available-for-sale ($154 and $1,106 pledged as collateral, respectively) (a)		44,761			40,935
Loans held for sale (including $1,827 and $3,263 of mortgage loans carried at fair value, respectively)		1,843			3,268
Loans
Commercial		73,701			70,033
Commercial real estate		40,131			39,885
Residential mortgages		51,708			51,156
Credit card		17,129			18,021
Other retail		47,607			47,678
Total loans, excluding covered loans		230,276			226,773
Covered loans		8,099			8,462
Total loans		238,375			235,235
Less allowance for loan losses		(4,189	)		(4,250	)
Net loans		234,186			230,985
Premises and equipment		2,589			2,606
Goodwill		9,204			9,205
Other intangible assets		3,422			3,529
Other assets (including $55 and $111 of trading securities at fair value pledged as collateral, respectively) (a)		27,164			26,096
Total assets	$	371,289		$	364,021
Liabilities and Shareholders’ Equity
Deposits
Noninterest-bearing	$	73,363		$	76,941
Interest-bearing		157,918			156,165
Time deposits greater than $100,000		29,331			29,017
Total deposits		260,612			262,123
Short-term borrowings		30,781			27,608
Long-term debt		23,774			20,049
Other liabilities		13,379			12,434
Total liabilities		328,546			322,214
Shareholders’ equity
Preferred stock		4,756			4,756
Common stock, par value $0.01 a share—authorized: 4,000,000,000 shares; issued: 3/31/14 and 12/31/13—2,125,725,742 shares		21			21
Capital surplus		8,236			8,216
Retained earnings		39,584			38,667
Less cost of common stock in treasury: 3/31/14—304,447,591 shares; 12/31/13—300,977,274 shares		(9,693	)		(9,476	)
Accumulated other comprehensive income (loss)		(850	)		(1,071	)
Total U.S. Bancorp shareholders’ equity		42,054			41,113
Noncontrolling interests		689			694
Total equity		42,743			41,807
Total liabilities and equity	$	371,289		$	364,021

(a)

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

See

Notes to Consolidated Financial Statements.



U. S. Bancorp		35

U.S. Bancorp

Consolidated Statement of Income


	Three Months Ended March 31,
(Dollars and Shares in Millions, Except Per Share Data) (Unaudited)	2014			2013
Interest Income
Loans	$	2,522		$	2,562
Loans held for sale		27			72
Investment securities		441			410
Other interest income		32			67
Total interest income		3,022			3,111
Interest Expense
Deposits		119			155
Short-term borrowings		69			85
Long-term debt		184			218
Total interest expense		372			458
Net interest income		2,650			2,653
Provision for credit losses		306			403
Net interest income after provision for credit losses		2,344			2,250
Noninterest Income
Credit and debit card revenue		239			214
Corporate payment products revenue		173			172
Merchant processing services		356			347
ATM processing services		78			82
Trust and investment management fees		304			278
Deposit service charges		157			153
Treasury management fees		133			134
Commercial products revenue		205			200
Mortgage banking revenue		236			401
Investment products fees		46			41
Securities gains (losses), net
Realized gains (losses), net		5			12
Total other-than-temporary impairment		–			(1	)
Portion of other-than-temporary impairment recognized in other comprehensive income		–			(6	)
Total securities gains (losses), net		5			5
Other		176			138
Total noninterest income		2,108			2,165
Noninterest Expense
Compensation		1,115			1,082
Employee benefits		289			310
Net occupancy and equipment		249			235
Professional services		83			78
Marketing and business development		79			73
Technology and communications		211			211
Postage, printing and supplies		81			76
Other intangibles		49			57
Other		388			348
Total noninterest expense		2,544			2,470
Income before income taxes		1,908			1,945
Applicable income taxes		496			558
Net income		1,412			1,387
Net (income) loss attributable to noncontrolling interests		(15	)		41
Net income attributable to U.S. Bancorp	$	1,397		$	1,428
Net income applicable to U.S. Bancorp common shareholders	$	1,331		$	1,358
Earnings per common share	$	.73		$	.73
Diluted earnings per common share	$	.73		$	.73
Dividends declared per common share	$	.230		$	.195
Average common shares outstanding		1,818			1,858
Average diluted common shares outstanding		1,828			1,867

See

Notes to Consolidated Financial Statements.



36		U. S. Bancorp

U.S. Bancorp

Consolidated Statement of Comprehensive Income


	Three Months Ended March 31,
(Dollars in Millions) (Unaudited)	2014			2013
Net income	$	1,412		$	1,387
Other Comprehensive Income (Loss)
Changes in unrealized gains and losses on securities available-for-sale		301			(120	)
Other-than-temporary impairment not recognized in earnings on securities available-for-sale		–			6
Changes in unrealized gains and losses on derivative hedges		(11	)		(3	)
Foreign currency translation		(4	)		(10	)
Changes in unrealized gains and losses on retirement plans		–			(1	)
Reclassification to earnings of realized gains and losses		73			91
Income taxes related to other comprehensive income		(138	)		19
Total other comprehensive income (loss)		221			(18	)
Comprehensive income		1,633			1,369
Comprehensive (income) loss attributable to noncontrolling interests		(15	)		41
Comprehensive income attributable to U.S. Bancorp	$	1,618		$	1,410

See

Notes to Consolidated Financial Statements.



U. S. Bancorp		37

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, 2012		1,869		$	4,769	$	21	$	8,201		$	34,720		$	(7,790	)	$	(923	)	$	38,998		$	1,269		$	40,267
Net income (loss)												1,428									1,428			(41	)		1,387
Other comprehensive income (loss)																		(18	)		(18	)					(18	)
Preferred stock dividends												(64	)								(64	)					(64	)
Common stock dividends												(364	)								(364	)					(364	)
Issuance of common and treasury stock		6							(115	)					188						73						73
Purchase of treasury stock		(17	)												(574	)					(574	)					(574	)
Distributions to noncontrolling interests																					—			(15	)		(15	)
Net other changes in noncontrolling interests																					—			103			103
Stock option and restricted stock grants									52												52						52
Balance March 31, 2013		1,858		$	4,769	$	21	$	8,138		$	35,720		$	(8,176	)	$	(941	)	$	39,531		$	1,316		$	40,847

Balance December 31, 2013		1,825		$	4,756	$	21	$	8,216		$	38,667		$	(9,476	)	$	(1,071	)	$	41,113		$	694		$	41,807
Net income (loss)												1,397									1,397			15			1,412
Other comprehensive income (loss)																		221			221						221
Preferred stock dividends												(60	)								(60	)					(60	)
Common stock dividends												(420	)								(420	)					(420	)
Issuance of common and treasury stock		8							(20	)					265						245						245
Purchase of treasury stock		(12	)												(482	)					(482	)					(482	)
Distributions to noncontrolling interests																					—			(15	)		(15	)
Net other changes in noncontrolling interests																					—			(5	)		(5	)
Stock option and restricted stock grants									40												40						40
Balance March 31, 2014		1,821		$	4,756	$	21	$	8,236		$	39,584		$	(9,693	)	$	(850	)	$	42,054		$	689		$	42,743

See

Notes to Consolidated Financial Statements.



38		U. S. Bancorp

U.S. Bancorp

Consolidated Statement of Cash Flows


(Dollars in Millions) (Unaudited)	Three Months Ended March 31,
(Dollars in Millions) (Unaudited)	2014			2013
Operating Activities
Net income attributable to U.S. Bancorp	$	1,397		$	1,428
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses		306			403
Depreciation and amortization of premises and equipment		74			74
Amortization of intangibles		49			57
Provision for deferred income taxes		(77	)		10
(Gain) loss on sale of loans held for sale		(174	)		(479	)
(Gain) loss on sale of securities and other assets		(24	)		5
Loans originated for sale in the secondary market, net of repayments		(5,419	)		(20,477	)
Proceeds from sales of loans held for sale		7,027			21,063
Other, net		(387	)		(416	)
Net cash provided by operating activities		2,772			1,668
Investing Activities
Proceeds from sales of available-for-sale investment securities		295			166
Proceeds from maturities of held-to-maturity investment securities		2,559			2,425
Proceeds from maturities of available-for-sale investment securities		1,230			3,203
Purchases of held-to-maturity investment securities		(4,369	)		(2,776	)
Purchases of available-for-sale investment securities		(5,062	)		(3,925	)
Net increase in loans outstanding		(3,146	)		(317	)
Proceeds from sales of loans		174			285
Purchases of loans		(548	)		(727	)
Other, net		222			142
Net cash used in investing activities		(8,645	)		(1,524	)
Financing Activities
Net decrease in deposits		(1,511	)		(1,171	)
Net increase in short-term borrowings		3,173			824
Proceeds from issuance of long-term debt		4,815			105
Principal payments or redemption of long-term debt		(994	)		(370	)
Proceeds from issuance of common stock		236			79
Repurchase of common stock		(433	)		(500	)
Cash dividends paid on preferred stock		(61	)		(64	)
Cash dividends paid on common stock		(421	)		(367	)
Net cash provided by (used in) financing activities		4,804			(1,464	)
Change in cash and due from banks		(1,069	)		(1,320	)
Cash and due from banks at beginning of period		8,477			8,252
Cash and due from banks at end of period	$	7,408		$	6,932

See

Notes to Consolidated Financial Statements.



U. S. Bancorp		39

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, 2013. 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 10 “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.



40		U. S. Bancorp


Note 2		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, 2014												December 31, 2013
					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	$	1,984	$	3	$	–		$	(59	)	$	1,928	$	3,114	$	5	$	–		$	(79	)	$	3,040
Mortgage-backed securities
Residential
Agency		38,593		209		–			(476	)		38,326		35,671		187		–			(665	)		35,193
Non-agency non-prime (d)		1		–		–			–			1		1		–		–			–			1
Asset-backed securities
Collateralized debt obligations/Collateralized loan obligations		–		9		–			–			9		–		9		–			–			9
Other		15		4		(1	)		(1	)		17		16		4		(1	)		(1	)		18
Obligations of state and political subdivisions		11		–		–			–			11		12		–		–			–			12
Obligations of foreign governments		9		–		–			–			9		7		–		–			–			7
Other debt securities		99		–		–			(11	)		88		99		–		–			(11	)		88
Total held-to-maturity	$	40,712	$	225	$	(1	)	$	(547	)	$	40,389	$	38,920	$	205	$	(1	)	$	(756	)	$	38,368
Available-for-sale (b)
U.S. Treasury and agencies	$	1,104	$	4	$	–		$	(46	)	$	1,062	$	1,108	$	4	$	–		$	(67	)	$	1,045
Mortgage-backed securities
Residential
Agency		35,426		498		–			(440	)		35,484		31,633		449		–			(529	)		31,553
Non-agency
Prime (c)		466		7		(5	)		(3	)		465		486		4		(8	)		(4	)		478
Non-prime (d)		290		10		(3	)		–			297		297		5		(5	)		–			297
Commercial agency		140		4		–			–			144		148		4		–			–			152
Asset-backed securities
Collateralized debt obligations/Collateralized loan obligations		19		5		–			–			24		20		4		–			–			24
Other		615		13		–			–			628		616		13		–			–			629
Obligations of state and political subdivisions		5,432		174		–			(21	)		5,585		5,673		116		–			(51	)		5,738
Obligations of foreign governments		6		–		–			–			6		6		–		–			–			6
Corporate debt securities		735		–		–			(65	)		670		734		–		–			(94	)		640
Perpetual preferred securities		205		26		–			(13	)		218		205		24		–			(17	)		212
Other investments		151		27		–			–			178		133		28		–			–			161
Total available-for-sale	$	44,589	$	768	$	(8	)	$	(588	)	$	44,761	$	41,059	$	651	$	(13	)	$	(762	)	$	40,935

(a)

Held-to-maturity investment securities are carried at historical cost or at fair value at the time of transfer from the available-for-sale to held-to-maturity category, adjusted for amortization of premiums and accretion of discounts and credit-related other-than-temporary impairment.

(b)

Available-for-sale investment securities are carried at fair value with unrealized net gains or losses reported within accumulated other comprehensive income (loss) in shareholders’ equity.

(c)

Prime securities are those designated as such by the issuer at origination. When an issuer designation is unavailable, the Company determines at acquisition date the categorization based on asset pool characteristics (such as weighted-average credit score, loan-to-value, loan type, prevalence of low documentation loans) and deal performance (such as pool delinquencies and security market spreads). When the Company determines the designation, prime securities typically have a weighted average credit score of 725 or higher and a loan-to-value of 80 percent or lower; however, other pool characteristics may result in designations that deviate from these credit score and loan-to-value thresholds.

(d)

Includes all securities not meeting the conditions to be designated as prime.

(e)

Represents impairment not related to credit for those investment securities that have been determined to be other-than-temporarily impaired.

(f)

Represents unrealized losses on investment securities that have not been determined to be other-than-temporarily impaired.

The weighted-average maturity of the available-for-sale investment securities was 5.4 years at March 31, 2014, compared with 6.0 years at December 31, 2013. The corresponding weighted-average yields were 2.52 percent and 2.64 percent, respectively. The weighted-average maturity of the held-to-maturity investment securities was 4.5 years at March 31, 2014, and December 31, 2013. The corresponding weighted-average yields were 2.00 percent at March 31, 2014, and December 31, 2013.

For amortized cost, fair value and yield by maturity date of held-to-maturity and available-for-sale investment securities outstanding at March 31, 2014, refer to Table 4 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.

Investment securities with a fair value of $13.7 billion at March 31, 2014, and $17.3 billion at December 31, 2013, were pledged to secure public, private and trust deposits, repurchase agreements and for other purposes required by contractual obligation or law. Included in these amounts were securities where the Company and certain counterparties have agreements granting the counterparties the right to sell or pledge the securities. Investment securities delivered under these types of arrangements had a fair value of $652 million at March 31, 2014, and $2.1 billion at December 31, 2013.



U. S. Bancorp		41

The following table provides information about the amount of interest income from taxable and non-taxable investment securities:


Three Months Ended March 31 (Dollars in Millions)	2014		2013
Taxable	$	381	$	344
Non-taxable		60		66
Total interest income from investment securities	$	441	$	410

The following table provides information about the amount of gross gains and losses realized through the sales of available-for-sale investment securities:


Three Months Ended March 31 (Dollars in Millions)	2014		2013
Realized gains	$	5	$	12
Realized losses		–		–
Net realized gains (losses)	$	5	$	12
Income tax (benefit) on net realized gains (losses)	$	2	$	5

The Company conducts a regular assessment of its investment securities with unrealized losses to determine whether investment securities are other-than-temporarily impaired considering, among other factors, the nature of the investment securities, credit ratings or financial condition of the issuer, the extent and duration of the unrealized loss, expected cash flows of underlying collateral, the existence of any government or agency guarantees, market conditions and whether the Company intends to sell or it is more likely than not the Company will be required to sell the investment securities.

The following table summarizes other-than-temporary impairment by investment category:


	2014						2013
Three Months Ended March 31 (Dollars in Millions)	Losses Recorded in Earnings		Other Gains (Losses) (c)		Total		Losses Recorded in Earnings			Other Gains (Losses) (c)		Total
Available-for-sale
Mortgage-backed securities
Non-agency residential
Prime (a)	$	–	$	–	$	–	$	(1	)	$	1	$	–
Non-prime (b)		–		–		–		(6	)		5		(1	)
Total available-for-sale	$	–	$	–	$	–	$	(7	)	$	6	$	(1	)

(a)

(b)

Includes all securities not meeting the conditions to be designated as prime.

(c)

Losses represent the non-credit portion of other-than-temporary impairment recorded in other comprehensive income (loss) for investment securities determined to be other-than-temporarily impaired during the period. Gains represent recoveries in the fair value of securities that had non-credit other-than-temporary impairment during the period.

The Company determined the other-than-temporary impairment recorded in earnings for debt securities not intended to be sold by estimating the future cash flows of each individual investment security, using market information where available, and discounting the cash flows at the original effective rate of the investment security. Other-than-temporary impairment recorded in other comprehensive income (loss) was measured as the difference between that discounted amount and the fair value of each investment security.

The following table includes the ranges for significant assumptions used for those available-for-sale non-agency mortgage-backed securities determined to be other-than-temporarily impaired during the three months ended March 31, 2014:


	Prime (a)
	Minimum			Maximum			Average
Estimated lifetime prepayment rates		20	%		20	%		20	%
Lifetime probability of default rates		5			5			5
Lifetime loss severity rates		45			45			45

(a)



42		U. S. Bancorp

Changes in the credit losses on debt securities are summarized as follows:


Three Months Ended March 31 (Dollars in Millions)	2014			2013
Balance at beginning of period	$	116		$	134
Additions to Credit Losses Due to Other-than-temporary Impairments
Decreases in expected cash flows on securities for which other-than-temporary impairment was previously recognized		–			7
Total other-than-temporary impairment on debt securities		–			7
Other Changes in Credit Losses
Increases in expected cash flows		(2	)		–
Realized losses (a)		(3	)		(8	)
Balance at end of period	$	111		$	133

(a)

Primarily represents principal losses allocated to mortgage and asset-backed securities in the Company’s portfolio under the terms of the securitization transaction documents.

At March 31, 2014, certain investment securities had a fair value below amortized cost. The following table shows the gross unrealized losses and fair value of the Company’s investment securities with unrealized losses, aggregated by investment category and length of time the individual investment securities have been in continuous unrealized loss positions, at March 31, 2014:


	Less Than 12 Months					12 Months or Greater					Total
(Dollars in Millions)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Held-to-maturity
U.S. Treasury and agencies	$	1,012	$	(59	)	$	–	$	–		$	1,012	$	(59	)
Residential agency mortgage-backed securities		22,447		(432	)		1,202		(44	)		23,649		(476	)
Other asset-backed securities		–		–			10		(2	)		10		(2	)
Obligations of state and political subdivisions		3		–			–		–			3		–
Other debt securities		–		–			12		(11	)		12		(11	)
Total held-to-maturity	$	23,462	$	(491	)	$	1,224	$	(57	)	$	24,686	$	(548	)
Available-for-sale
U.S. Treasury and agencies	$	845	$	(41	)	$	95	$	(5	)	$	940	$	(46	)
Mortgage-backed securities
Residential
Agency		14,566		(323	)		2,580		(117	)		17,146		(440	)
Non-agency (a)
Prime (b)		47		(1	)		175		(7	)		222		(8	)
Non-prime (c)		33		–			44		(3	)		77		(3	)
Other asset-backed securities		23		–			3		–			26		–
Obligations of state and political subdivisions		441		(17	)		81		(4	)		522		(21	)
Obligations of foreign governments		6		–			–		–			6		–
Corporate debt securities		50		–			442		(65	)		492		(65	)
Perpetual preferred securities		–		–			120		(13	)		120		(13	)
Total available-for-sale	$	16,011	$	(382	)	$	3,540	$	(214	)	$	19,551	$	(596	)

(a)

The Company has $11 million of unrealized losses on residential non-agency mortgage-backed securities. Credit-related other-than-temporary impairment on these securities may occur if there is further deterioration in the underlying collateral pool performance. Borrower defaults may increase if economic conditions worsen. Additionally, deterioration in home prices may increase the severity of projected losses.

(b)

(c)

Includes all securities not meeting the conditions to be designated as prime.

The Company does not consider these unrealized losses to be credit-related. These unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. A substantial portion of investment securities that have unrealized losses are either corporate debt issued with high investment grade credit ratings or agency mortgage-backed securities. In general, the issuers of the investment securities are contractually prohibited from prepayment at less than par, and the Company did not pay significant purchase premiums for these investment securities. At March 31, 2014, the Company had no plans to sell investment securities with unrealized losses, and believes it is more likely than not it would not be required to sell such investment securities before recovery of their amortized cost.



U. S. Bancorp		43


Note 3		Loans and Allowance for Credit Losses

The composition of the loan portfolio, disaggregated by class and underlying specific portfolio type, was as follows:


	March 31, 2014					December 31, 2013
(Dollars in Millions)	Amount		Percent of Total			Amount		Percent of Total
Commercial
Commercial	$	68,556		28.8	%	$	64,762		27.5	%
Lease financing		5,145		2.1			5,271		2.3
Total commercial		73,701		30.9			70,033		29.8
Commercial Real Estate
Commercial mortgages		31,878		13.4			32,183		13.7
Construction and development		8,253		3.4			7,702		3.3
Total commercial real estate		40,131		16.8			39,885		17.0
Residential Mortgages
Residential mortgages		38,316		16.1			37,545		15.9
Home equity loans, first liens		13,392		5.6			13,611		5.8
Total residential mortgages		51,708		21.7			51,156		21.7
Credit Card		17,129		7.2			18,021		7.7
Other Retail
Retail leasing		6,009		2.5			5,929		2.5
Home equity and second mortgages		15,261		6.4			15,442		6.6
Revolving credit		3,187		1.3			3,276		1.4
Installment		5,751		2.4			5,709		2.4
Automobile		13,933		5.9			13,743		5.8
Student		3,466		1.5			3,579		1.5
Total other retail		47,607		20.0			47,678		20.2
Total loans, excluding covered loans		230,276		96.6			226,773		96.4
Covered Loans		8,099		3.4			8,462		3.6
Total loans	$	238,375		100.0	%	$	235,235		100.0	%

The Company had loans of $76.8 billion at March 31, 2014, and $77.2 billion at December 31, 2013, pledged at the Federal Home Loan Bank (“FHLB”), and loans of $56.7 billion at March 31, 2014, and $53.0 billion at December 31, 2013, pledged at the Federal Reserve Bank.

Originated loans are reported at the principal amount outstanding, net of unearned interest and deferred fees and costs. Net unearned interest and deferred fees and costs amounted to $584 million at March 31, 2014, and $556 million at December 31, 2013. All purchased loans and related indemnification assets are recorded at fair value at the date of purchase. The Company evaluates purchased loans for impairment at the date of purchase in accordance with applicable authoritative accounting guidance. Purchased loans with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are considered “purchased impaired loans.” All other purchased loans are considered “purchased nonimpaired loans.”

Changes in the accretable balance for purchased impaired loans were as follows:


Three Months Ended March 31 (Dollars in Millions)	2014			2013
Balance at beginning of period	$	1,655		$	1,709
Accretion		(111	)		(136	)
Disposals		(40	)		(38	)
Reclassifications from nonaccretable difference (a)		81			10
Other (b)		(1	)		376
Balance at end of period	$	1,584		$	1,921

(a)

Primarily relates to changes in expected credit performance.

(b)

The amount in first quarter 2013 primarily represents the reclassification of unamortized decreases in the FDIC asset (which are presented as a separate component within the covered assets table on page 52 beginning in 2013), partially offset by the impact of changes in expectations about retaining covered single-family loans beyond the term of the indemnification agreements.

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 Federal Deposit Insurance Corporation (“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.



44		U. S. Bancorp

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 13-year period of 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 time frame 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 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, portfolio growth and historical losses, adjusted for current trends. The Company also considers the impacts of any loan modifications made to commercial lending segment loans and any subsequent payment defaults to its expectations of cash flows, principal balance, and current expectations about the borrower’s ability to pay in determining the allowance for credit losses.

The allowance recorded for Troubled Debt Restructuring (“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 loan-to-value ratios when possible, portfolio growth and historical losses, adjusted for current trends. The Company also considers any modifications made to consumer lending segment loans including the impacts of any subsequent payment defaults since modification in determining the allowance for credit losses, such as the borrower’s ability to pay under the restructured terms, and the timing and amount of payments.

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

In addition, subsequent payment defaults on loan modifications considered TDRs are considered in the underlying factors used in the determination of the appropriateness of the allowance for credit losses. For each loan segment, the Company estimates future loan charge-offs through a variety of analysis, trends and underlying assumptions. With respect to the commercial lending segment, TDRs may be collectively evaluated for impairment where observed performance history, including defaults, is a primary driver of the loss allocation. For commercial TDRs individually evaluated for impairment, attributes of the borrower are the primary factors in determining the allowance for credit losses. However, incorporation of loss history is factored into the allowance methodology applied to this category of loans. With respect to the consumer lending segment, performance of the portfolio, including defaults on TDRs, is considered when estimating future cash flows.

The Company also assesses the credit risk associated with off-balance sheet loan commitments, letters of credit, and derivatives. Credit risk associated with derivatives is reflected in the fair values recorded for those positions. The liability for off-balance sheet credit exposure related to loan commitments and other credit guarantees is included in other liabilities. Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments.



U. S. Bancorp		45

Activity in the allowance for credit losses by portfolio class was as follows:


(Dollars in Millions)	Commercial			Commercial Real Estate			Residential Mortgages			Credit Card			Other Retail			Total Loans, Excluding Covered Loans			Covered Loans			Total Loans
Balance at December 31, 2012	$	1,051		$	857		$	935		$	863		$	848		$	4,554		$	179		$	4,733
Add
Provision for credit losses		(4	)		(40	)		83			192			132			363			40			403
Deduct
Loans charged off		56			43			100			193			156			548			1			549
Less recoveries of loans charged off		(21	)		(24	)		(8	)		(33	)		(30	)		(116	)		–			(116	)
Net loans charged off		35			19			92			160			126			432			1			433
Other changes (a)		–			–			–			–			–			–			5			5
Balance at March 31, 2013	$	1,012		$	798		$	926		$	895		$	854		$	4,485		$	223		$	4,708
Balance at December 31, 2013	$	1,075		$	776		$	875		$	884		$	781		$	4,391		$	146		$	4,537
Add
Provision for credit losses		52			(37	)		44			170			80			309			(3	)		306
Deduct
Loans charged off		63			8			61			184			100			416			6			422
Less recoveries of loans charged off		(27	)		(11	)		(4	)		(14	)		(24	)		(80	)		(1	)		(81	)
Net loans charged off		36			(3	)		57			170			76			336			5			341
Other changes (a)		–			–			–			–			–			–			(5	)		(5	)
Balance at March 31, 2014	$	1,091		$	742		$	862		$	884		$	785		$	4,364		$	133		$	4,497

(a)

Additional detail of the allowance for credit losses by portfolio class was as follows:


(Dollars in Millions)	Commercial		Commercial Real Estate		Residential Mortgages		Credit Card		Other Retail		Total Loans, Excluding Covered Loans		Covered Loans		Total Loans
Allowance Balance at March 31, 2014 Related to
Loans individually evaluated for impairment (a)	$	19	$	12	$	–	$	–	$	–	$	31	$	–	$	31
TDRs collectively evaluated for impairment		15		20		333		77		51		496		4		500
Other loans collectively evaluated for impairment		1,057		674		529		807		734		3,801		1		3,802
Loans acquired with deteriorated credit quality		–		36		–		–		–		36		128		164
Total allowance for credit losses	$	1,091	$	742	$	862	$	884	$	785	$	4,364	$	133	$	4,497
Allowance Balance at December 31, 2013 Related to
Loans individually evaluated for impairment (a)	$	15	$	17	$	–	$	–	$	–	$	32	$	–	$	32
TDRs collectively evaluated for impairment		19		26		329		87		55		516		4		520
Other loans collectively evaluated for impairment		1,041		700		546		797		726		3,810		5		3,815
Loans acquired with deteriorated credit quality		–		33		–		–		–		33		137		170
Total allowance for credit losses	$	1,075	$	776	$	875	$	884	$	781	$	4,391	$	146	$	4,537

(a)

Represents the allowance for credit losses related to loans greater than $5 million classified as nonperforming or TDRs.



46		U. S. Bancorp

Additional detail of loan balances by portfolio class was as follows:


(Dollars in Millions)	Commercial		Commercial Real Estate		Residential Mortgages		Credit Card		Other Retail		Total Loans, Excluding Covered Loans		Covered Loans (b)		Total Loans
March 31, 2014
Loans individually evaluated for impairment (a)	$	282	$	214	$	–	$	–	$	–	$	496	$	82	$	578
TDRs collectively evaluated for impairment		136		327		5,142		289		263		6,157		92		6,249
Other loans collectively evaluated for impairment		73,281		39,452		46,565		16,840		47,344		223,482		4,288		227,770
Loans acquired with deteriorated credit quality		2		138		1		–		–		141		3,637		3,778
Total loans	$	73,701	$	40,131	$	51,708	$	17,129	$	47,607	$	230,276	$	8,099	$	238,375
December 31, 2013
Loans individually evaluated for impairment (a)	$	197	$	237	$	–	$	–	$	–	$	434	$	62	$	496
TDRs collectively evaluated for impairment		155		358		5,064		310		269		6,156		87		6,243
Other loans collectively evaluated for impairment		69,680		39,129		46,090		17,711		47,409		220,019		4,538		224,557
Loans acquired with deteriorated credit quality		1		161		2		–		–		164		3,775		3,939
Total loans	$	70,033	$	39,885	$	51,156	$	18,021	$	47,678	$	226,773	$	8,462	$	235,235

(a)

Represents loans greater than $5 million classified as nonperforming or TDRs.

(b)

Includes expected reimbursements from the FDIC under loss sharing agreements.

Credit Quality The quality of the Company’s loan portfolios is assessed as a function of net credit losses, levels of nonperforming assets and delinquencies, and credit quality ratings as defined by the Company.

For all loan classes, loans are considered past due based on the number of days delinquent except for monthly amortizing loans which are classified delinquent based upon the number of contractually required payments not made (for example, two missed payments is considered 30 days delinquent). When a loan is placed on nonaccrual status, unpaid accrued interest is reversed.

Commercial lending segment loans are generally placed on nonaccrual status when the collection of principal and interest has become 90 days past due or is otherwise considered doubtful. Commercial lending segment loans are generally fully or partially charged down to the fair value of the collateral securing the loan, less costs to sell, when the loan is considered uncollectible.

Consumer lending segment loans are generally charged-off at a specific number of days or payments past due. Residential mortgages and other retail loans secured by 1-4 family properties are generally charged down to the fair value of the collateral securing the loan, less costs to sell, at 180 days past due, and placed on nonaccrual status in instances where a partial charge-off occurs unless the loan is well secured and in the process of collection. Loans and lines in a junior lien position secured by 1-4 family properties are placed on nonaccrual status at 120 days past due or when behind a first lien that has become 180 days or greater past due or placed on nonaccrual status. Any secured consumer lending segment loan whose borrower has had debt discharged through bankruptcy, for which the loan amount exceeds the fair value of the collateral, is charged down to the fair value of the related collateral and the remaining balance is placed on nonaccrual status. Credit card loans continue to accrue interest until the account is charged off. Credit cards are charged off at 180 days past due. Other retail loans not secured by 1-4 family properties are charged-off at 120 days past due; and revolving consumer lines are charged off at 180 days past due. Similar to credit cards, other retail loans are generally not placed on nonaccrual status because of the relative short period of time to charge-off. Certain retail customers having financial difficulties may have the terms of their credit card and other loan agreements modified to require only principal payments and, as such, are reported as nonaccrual.

For all loan classes, interest payments received on nonaccrual loans are generally recorded as a reduction to the loan carrying amount. Interest payments are generally recorded as reductions to a loan’s carrying amount while a loan is on nonaccrual and are recognized as interest income upon payoff of the loan. Interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible. In certain circumstances, loans in any class may be restored to accrual status, such as when a loan has demonstrated sustained repayment performance or no amounts are past due and prospects for future payment are no longer in doubt; or the loan becomes well secured and is in the process of collection. Loans where there has been a partial charge-off may be returned to accrual status if all principal and interest (including amounts previously charged-off) is expected to be collected and the loan is current.



U. S. Bancorp		47

Covered loans not considered to be purchased impaired are evaluated for delinquency, nonaccrual status and charge-off consistent with the class of loan they would be included in had the loss share coverage not been in place. Generally, purchased impaired loans are considered accruing loans. However, the timing and amount of future cash flows for some loans is not reasonably estimable. Those loans are classified as nonaccrual loans and interest income is not recognized until the timing and amount of the future cash flows can be reasonably estimated.

The following table provides a summary of loans by portfolio class, including the delinquency status of those that continue to accrue interest, and those that are nonperforming:


	Accruing
(Dollars in Millions)	Current		30-89 Days Past Due		90 Days or More Past Due		Nonperforming		Total
March 31, 2014
Commercial	$	73,257	$	210	$	46	$	188	$	73,701
Commercial real estate		39,780		58		24		269		40,131
Residential mortgages (a)		50,294		306		331		777		51,708
Credit card		16,653		203		208		65		17,129
Other retail		47,131		202		86		188		47,607
Total loans, excluding covered loans		227,115		979		695		1,487		230,276
Covered loans		7,339		156		472		132		8,099
Total loans	$	234,454	$	1,135	$	1,167	$	1,619	$	238,375
December 31, 2013
Commercial	$	69,587	$	257	$	55	$	134	$	70,033
Commercial real estate		39,459		94		29		303		39,885
Residential mortgages (a)		49,695		358		333		770		51,156
Credit card		17,507		226		210		78		18,021
Other retail		47,156		245		86		191		47,678
Total loans, excluding covered loans		223,404		1,180		713		1,476		226,773
Covered loans		7,693		166		476		127		8,462
Total loans	$	231,097	$	1,346	$	1,189	$	1,603	$	235,235

(a)

At March 31, 2014, $417 million of loans 30–89 days past due and $3.6 billion of loans 90 days or more past due purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs, were classified as current, compared with $440 million and $3.7 billion at December 31, 2013, respectively.

At March 31, 2014, the amount of foreclosed residential real estate held by the Company, and included in other real estate owned was $283 million ($250 million excluding covered assets). This excludes $540 million of foreclosed residential real estate related to mortgage loans whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. In addition, the amount of residential mortgage loans secured by residential real estate in the process of foreclosure at March 31, 2014, was $3.4 billion, of which $2.4 billion related to loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

The Company classifies its loan portfolios using internal credit quality ratings on a quarterly basis. These ratings include: pass, special mention and classified, and are an important part of the Company’s overall credit risk management process and evaluation of the allowance for credit losses. Loans with a pass rating represent those not classified on the Company’s rating scale for problem credits, as minimal credit risk has been identified. Special mention loans are those that have a potential weakness deserving management’s close attention. Classified loans are those where a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. It is possible that others, given the same information, may reach different reasonable conclusions regarding the credit quality rating classification of specific loans.



48		U. S. Bancorp

The following table provides a summary of loans by portfolio class and the Company’s internal credit quality rating:


			Criticized
(Dollars in Millions)	Pass		Special Mention		Classified (a)		Total Criticized		Total
March 31, 2014
Commercial	$	71,544	$	1,111	$	1,046	$	2,157	$	73,701
Commercial real estate		38,520		538		1,073		1,611		40,131
Residential mortgages (b)		50,521		4		1,183		1,187		51,708
Credit card		16,856		–		273		273		17,129
Other retail		47,228		24		355		379		47,607
Total loans, excluding covered loans		224,669		1,677		3,930		5,607		230,276
Covered loans		7,812		6		281		287		8,099
Total loans	$	232,481	$	1,683	$	4,211	$	5,894	$	238,375
Total outstanding commitments	$	476,506	$	2,871	$	5,086	$	7,957	$	484,463
December 31, 2013
Commercial	$	68,075	$	1,013	$	945	$	1,958	$	70,033
Commercial real estate		38,113		616		1,156		1,772		39,885
Residential mortgages (b)		50,152		5		999		1,004		51,156
Credit card		17,733		–		288		288		18,021
Other retail		47,313		27		338		365		47,678
Total loans, excluding covered loans		221,386		1,661		3,726		5,387		226,773
Covered loans		8,160		18		284		302		8,462
Total loans	$	229,546	$	1,679	$	4,010	$	5,689	$	235,235
Total outstanding commitments	$	470,046	$	2,939	$	4,812	$	7,751	$	477,797

(a)

Classified rating on consumer loans primarily based on delinquency status.

(b)

At March 31, 2014, $3.6 billion of GNMA loans 90 days or more past due and $2.7 billion of restructured GNMA loans whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs were classified with a pass rating, compared with $3.7 billion and $2.6 billion at December 31, 2013, respectively.

For all loan classes, a loan is considered to be impaired when, based on current events or information, it is probable the Company will be unable to collect all amounts due per the contractual terms of the loan agreement. Impaired loans include all nonaccrual and TDR loans. For all loan classes, interest income on TDR loans is recognized under the modified terms and conditions if the borrower has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. Interest income is generally not recognized on other impaired loans until the loan is paid off. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible.

Factors used by the Company in determining whether all principal and interest payments due on commercial and commercial real estate loans will be collected and therefore whether those loans are impaired include, but are not limited to, the financial condition of the borrower, collateral and/or guarantees on the loan, and the borrower’s estimated future ability to pay based on industry, geographic location and certain financial ratios. The evaluation of impairment on residential mortgages, credit card loans and other retail loans is primarily driven by delinquency status of individual loans or whether a loan has been modified, and considers any government guarantee where applicable. Individual covered loans, whose future losses are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company, are evaluated for impairment and accounted for in a manner consistent with the class of loan they would have been included in had the loss sharing coverage not been in place.



U. S. Bancorp		49

A summary of impaired loans by portfolio class was as follows:


(Dollars in Millions)	Period-end Recorded Investment (a)		Unpaid Principal Balance		Valuation Allowance		Commitments to Lend Additional Funds
March 31, 2014
Commercial	$	452	$	879	$	35	$	37
Commercial real estate		628		1,218		39		49
Residential mortgages		2,739		3,645		297		–
Credit card		289		289		77		–
Other retail		385		433		55		4
Total impaired loans, excluding GNMA and covered loans		4,493		6,464		503		90
Loans purchased from GNMA mortgage pools		2,716		2,716		40		–
Covered loans		419		920		22		3
Total	$	7,628	$	10,100	$	565	$	93
December 31, 2013
Commercial	$	382	$	804	$	36	$	54
Commercial real estate		693		1,322		51		40
Residential mortgages		2,767		3,492		308		–
Credit card		310		310		87		–
Other retail		391		593		59		14
Total impaired loans, excluding GNMA and covered loans		4,543		6,521		541		108
Loans purchased from GNMA mortgage pools		2,607		2,607		28		–
Covered loans		452		1,008		30		4
Total	$	7,602	$	10,136	$	599	$	112

(a)

Substantially all loans classified as impaired at March 31, 2014 and December 31, 2013, had an associated allowance for credit losses.

Additional information on impaired loans follows:


	2014				2013
Three Months Ended March 31 (Dollars in Millions)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	417	$	2	$	391	$	10
Commercial real estate		660		9		1,055		11
Residential mortgages		2,753		35		2,728		34
Credit card		300		3		418		4
Other retail		388		4		443		6
Total impaired loans, excluding GNMA and covered loans		4,518		53		5,035		65
Loans purchased from GNMA mortgage pools		2,662		33		1,844		23
Covered loans		435		5		681		7
Total	$	7,615	$	91	$	7,560	$	95

Troubled Debt Restructurings 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. Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in payments to be received. The Company recognizes interest on TDRs if the borrower complies with the revised terms and conditions as agreed upon with the Company and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. To the extent a previous restructuring was insignificant, the Company considers the cumulative effect of past restructurings related to the receivable when determining whether a current restructuring is a TDR. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.



50		U. S. Bancorp

The following table provides a summary of loans modified as TDRs during the periods presented by portfolio class:


	2014						2013
Three Months Ended March 31 (Dollars in Millions)	Number of Loans		Pre-Modification Outstanding Loan Balance		Post-Modification Outstanding Loan Balance		Number of Loans		Pre-Modification Outstanding Loan Balance		Post-Modification Outstanding Loan Balance
Commercial		619	$	79	$	77		815	$	34	$	33
Commercial real estate		15		11		8		63		80		78
Residential mortgages		528		70		70		807		110		105
Credit card		6,816		40		40		7,818		48		48
Other retail		787		21		20		1,865		49		49
Total loans, excluding GNMA and covered loans		8,765		221		215		11,368		321		313
Loans purchased from GNMA mortgage pools		2,563		257		246		1,256		177		182
Covered loans		13		9		8		50		53		41
Total loans		11,341	$	487	$	469		12,674	$	551	$	536

Residential mortgages, home equity and second mortgages, and loans purchased from GNMA mortgage pools in the table above include trial period arrangements offered to customers during the periods presented. The post-modification balances for these loans reflect the current outstanding balance until a permanent modification is made. In addition, the post-modification balances typically include capitalization of unpaid accrued interest and/or fees under the various modification programs. For those loans modified as TDRs during the first quarter of 2014, at March 31, 2014, 227 residential mortgages, 21 home equity and second mortgage loans and 1,657 loans purchased from GNMA mortgage pools with outstanding balances of $27 million, $1 million and $204 million, respectively, were in a trial period and have estimated post-modification balances of $28 million, $1 million and $194 million, respectively, assuming permanent modification occurs at the end of the trial period.

The Company has implemented certain restructuring programs that may result in TDRs. However, many of the Company’s TDRs are also determined on a case-by-case basis in connection with ongoing loan collection processes.

For the commercial lending segment, modifications generally result in the Company working with borrowers on a case-by-case basis. Commercial and commercial real estate modifications generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate, which may not be deemed a market rate of interest. In addition, the Company may work with the borrower in identifying other changes that mitigate loss to the Company, which may include additional collateral or guarantees to support the loan. To a lesser extent, the Company may waive contractual principal. The Company classifies these concessions as TDRs to the extent the Company determines that the borrower is experiencing financial difficulty.

Modifications for the consumer lending segment are generally part of programs the Company has initiated. The Company participates in the U.S. Department of Treasury Home Affordable Modification Program (“HAMP”). HAMP gives qualifying homeowners an opportunity to permanently modify residential mortgage loans and achieve more affordable monthly payments, with the U.S. Department of 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, or 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, extension 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.

Credit card and other retail loan modifications are generally part of two distinct restructuring programs. The Company offers workout programs providing customers experiencing financial difficulty with modifications whereby balances may be amortized up to 60 months, and generally include waiver of fees and reduced interest rates. The Company also provides modification programs to qualifying customers experiencing a temporary financial hardship in which reductions are made to monthly required minimum payments for up to 12 months. Balances related to these programs are generally frozen; however, accounts may be reopened upon successful exit of the program, in which account privileges may be restored.



U. S. Bancorp		51

In addition, the Company considers secured loans to consumer borrowers that have debt discharged through bankruptcy where the borrower has not reaffirmed the debt to be TDRs.

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 the modification on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under loss sharing agreements with the FDIC.

The following table provides a summary of TDR loans that defaulted (fully or partially charged-off or became 90 days or more past due) during the periods presented that were modified as TDRs within 12 months previous to default:


	2014				2013
Three Months Ended March 31 (Dollars in Millions)	Number of Loans		Amount Defaulted		Number of Loans		Amount Defaulted
Commercial		145	$	5		168	$	2
Commercial real estate		6		7		19		28
Residential mortgages		148		22		183		31
Credit card		1,461		8		1,986		11
Other retail		185		6		517		28
Total loans, excluding GNMA and covered loans		1,945		48		2,873		100
Loans purchased from GNMA mortgage pools		71		10		3,822		478
Covered loans		8		3		10		3
Total loans		2,024	$	61		6,705	$	581

In addition to the defaults in the table above, for the three months ended March 31, 2014, the Company had a total of 176 residential mortgage loans, home equity and second mortgage loans and loans purchased from GNMA mortgage pools with aggregate outstanding balances of $23 million where borrowers did not successfully complete the trial period arrangement and therefore are no longer eligible for a permanent modification under the applicable modification program.

Covered Assets Covered assets represent loans and other assets acquired from the FDIC, subject to loss sharing agreements, and include expected reimbursements from the FDIC. The carrying amount of the covered assets consisted of purchased impaired loans, purchased nonimpaired loans and other assets as shown in the following table:


	March 31, 2014								December 31, 2013
(Dollars in Millions)	Purchased Impaired Loans		Purchased Nonimpaired Loans		Other Assets		Total		Purchased Impaired Loans		Purchased Nonimpaired Loans		Other Assets		Total
Commercial loans	$	–	$	28	$	–	$	28	$	–	$	32	$	–	$	32
Commercial real estate loans		649		1,450		–		2,099		738		1,494		–		2,232
Residential mortgage loans		2,988		855		–		3,843		3,037		890		–		3,927
Credit card loans		–		5		–		5		–		5		–		5
Other retail loans		–		644		–		644		–		666		–		666
Losses reimbursable by the FDIC (a)		–		–		772		772		–		–		798		798
Unamortized changes in FDIC asset (b)		–		–		708		708		–		–		802		802
Covered loans		3,637		2,982		1,480		8,099		3,775		3,087		1,600		8,462
Foreclosed real estate		–		–		73		73		–		–		97		97
Total covered assets	$	3,637	$	2,982	$	1,553	$	8,172	$	3,775	$	3,087	$	1,697	$	8,559

(a)

Relates to loss sharing agreements with remaining terms up to five years.

(b)

Represents decreases in expected reimbursements by the FDIC as a result of decreases in expected losses on the covered loans. These amounts are amortized as a reduction in interest income on covered loans over the shorter of the expected life of the respective covered loans or the remaining contractual term of the indemnification agreements.

At March 31, 2014, $4 million of the purchased impaired loans included in covered loans were classified as nonperforming assets, compared with $5 million at December 31, 2013, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. Interest income is recognized on other purchased impaired loans through accretion of the difference between the carrying amount of those loans and their expected cash flows. The initial determination of the fair value of the purchased loans includes the impact of expected credit losses and, therefore, no allowance for credit losses is recorded at the purchase date. To the extent credit deterioration occurs after the date of acquisition, the Company records an allowance for credit losses.



52		U. S. Bancorp


Note 4		Accounting for Transfers and Servicing of Financial Assets and Variable Interest Entities

The Company transfers financial assets in the normal course of business. The majority of the Company’s financial asset transfers are residential mortgage loan sales primarily to government-sponsored enterprises (“GSEs”), transfers of tax-advantaged investments, commercial loan sales through participation agreements, and other individual or portfolio loan and securities sales. In accordance with the accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. Guarantees provided to certain third-parties in connection with the transfer of assets are further discussed in Note 14.

For loans sold under participation agreements, the Company also considers whether the terms of the loan participation agreement meet the accounting definition of a participating interest. With the exception of servicing and certain performance-based guarantees, the Company’s continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses. Any gain or loss on sale depends on the previous carrying amount of the transferred financial assets, the consideration received, and any liabilities incurred in exchange for the transferred assets. Upon transfer, any servicing assets and other interests that continue to be held by the Company are initially recognized at fair value. For further information on mortgage servicing rights (“MSRs”), refer to Note 5. On a limited basis, the Company may acquire and package high-grade corporate bonds for select corporate customers, in which the Company generally has no continuing involvement with these transactions. Additionally, the Company is an authorized GNMA issuer and issues GNMA securities on a regular basis. The Company has no other asset securitizations or similar asset-backed financing arrangements that are off-balance sheet.

The Company is involved in various entities that are considered to be variable interest entities (“VIEs”). The Company’s investments in VIEs are primarily related to investments promoting affordable housing, community development and renewable energy sources. Some of these tax-advantaged investments support the Company’s regulatory compliance with the Community Reinvestment Act. The Company’s investments in these entities generate a return primarily through the realization of federal and state income tax credits, and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits are recognized as a reduction of tax expense or, for investments qualifying as investment tax credits, as a reduction to the related investment asset. In January 2014, the Financial Accounting Standards Board issued accounting guidance for qualified affordable housing projects. This new guidance permits the Company to present the expense on certain qualified affordable housing investments in tax expense rather than noninterest expense. The Company adopted this guidance January 1, 2014, on a prospective basis, because the impact on prior financial statements was not material. The Company recognized federal and state income tax credits related to its affordable housing and other tax-advantaged investments in tax expense of $178 million and $167 million for the three months ended March 31, 2014 and 2013, respectively. The Company also recognized $103 million and $69 million of investment tax credits for the three months ended March 31, 2014 and 2013, respectively. The Company recognized $164 million and $212 million of expenses related to all of these investments for the three months ended March 31, 2014 and 2013, respectively, of which $71 million and $80 million, respectively, was included in tax expense and the remainder was included in noninterest expense.

The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary. In such cases, the Company does not have both the power to direct the entities’ most significant activities and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs. The Company’s investments in these unconsolidated VIEs, including funded and unfunded capital commitments, are carried in other assets on the Consolidated Balance Sheet. The Company’s unfunded capital and other commitments related to these unconsolidated VIEs are generally carried in other liabilities on the Consolidated Balance Sheet. The Company’s maximum exposure to loss from these unconsolidated VIEs include the investment recorded on the Company’s Consolidated Balance Sheet, net of unfunded capital commitments, and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. While the Company believes potential losses from these investments are remote, the maximum exposure was determined by assuming a scenario where the community-based business and housing projects completely fail and do not meet certain government compliance requirements resulting in recapture of the related tax credits.



U. S. Bancorp		53

The following table provides a summary of investments in community development and tax-advantaged VIEs that the Company has not consolidated:


(Dollars in Millions)	March 31, 2014		December 31, 2013
Investment carrying amount	$	4,036	$	4,178
Unfunded capital and other commitments		1,532		1,661
Maximum exposure to loss		7,453		7,390

The Company’s individual net investments in these unconsolidated VIEs, which exclude any unfunded capital commitments, ranged from less than $1 million to $34 million at March 31, 2014, compared with less than $1 million to $37 million at December 31, 2013.

In addition, the Company sponsors entities to which it transfers tax-advantaged investments to third parties. At March 31, 2014, approximately $2.5 billion of the Company’s assets and $1.9 billion of its liabilities included on the Consolidated Balance Sheet were related to community development and tax-advantaged investment VIEs which the Company has consolidated, primarily related to these transfers. These amounts compared to $2.5 billion and $1.8 billion, respectively, at December 31, 2013. The majority of the assets of these consolidated VIEs are reported in other assets, and the liabilities are reported in long-term debt and other liabilities. The assets of a particular VIE are the primary source of funds to settle its obligations. The creditors of the VIEs do not have recourse to the general credit of the Company. The Company’s exposure to the consolidated VIEs is generally limited to the carrying value of its variable interests plus any related tax credits previously recognized or transferred to others with a guarantee.

The Company also sponsors a conduit to which it previously transferred high-grade investment securities. The Company consolidates the conduit because of its ability to manage the activities of the conduit. At March 31, 2014, $115 million of the held-to-maturity investment securities on the Company’s Consolidated Balance Sheet were related to the conduit, compared with $116 million at December 31, 2013.

In addition, the Company sponsors a municipal bond securities tender option bond program. The Company controls the activities of the program’s entities, is entitled to the residual returns and provides credit, liquidity and remarketing arrangements to the program. As a result, the Company has consolidated the program’s entities. At March 31, 2014, $4.5 billion of available-for-sale securities and $4.3 billion of short-term borrowings on the Consolidated Balance Sheet were related to the tender option bond program, compared with $4.6 billion of available-for-sale securities and $4.6 billion of short-term borrowings at December 31, 2013.

The Company also has noncontrolling financial investments in private investment funds and partnerships considered VIEs, which are not consolidated. The Company’s recorded investment in these entities, carried in other assets on the Consolidated Balance Sheet, was approximately $99 million at March 31, 2014, compared with $98 million at December 31, 2013. The maximum exposure to loss related to these VIEs was $107 million at March 31, 2014 and December 31, 2013, representing the Company’s investment balance and its unfunded commitments to invest additional amounts.



54		U. S. Bancorp


Note 5		Mortgage Servicing Rights

The Company serviced $227.2 billion of residential mortgage loans for others at March 31, 2014, and $226.8 billion at December 31, 2013, which include subserviced mortgages with no corresponding MSRs asset. The net impact included in mortgage banking revenue of fair value changes of MSRs due to changes in valuation assumptions and derivatives used to economically hedge MSRs were net gains of $58 million and $41 million for the three months ended March 31, 2014 and 2013, respectively. Loan servicing fees, not including valuation changes, included in mortgage banking revenue, were $188 million and $187 million for the three months ended March 31, 2014 and 2013, respectively.

Changes in fair value of capitalized MSRs are summarized as follows:


Three Months Ended March 31 (Dollars in Millions)	2014			2013
Balance at beginning of period	$	2,680		$	1,700
Rights purchased		1			2
Rights capitalized		84			254
Changes in fair value of MSRs
Due to fluctuations in market interest rates (a)		(76	)		127
Due to revised assumptions or models (b)		12			(6	)
Other changes in fair value (c)		(83	)		(122	)
Balance at end of period	$	2,618		$	1,955

(a)

Includes changes in MSR value associated with changes in market interest rates, including estimated prepayment rates and anticipated earnings on escrow deposits.

(b)

Includes changes in MSR value not caused by changes in market interest rates, such as changes in cost to service, ancillary income, and discount rate, as well as the impact of any model changes.

(c)

Primarily represents changes due to realization of expected cash flows over time (decay).

The estimated sensitivity to changes in interest rates of the fair value of the MSRs portfolio and the related derivative instruments was as follows:


	March 31, 2014																		December 31, 2013
(Dollars in Millions)	Down 100 bps			Down 50 bps			Down 25 bps			Up 25 bps			Up 50 bps			Up 100 bps			Down 100 bps			Down 50 bps			Down 25 bps			Up 25 bps			Up 50 bps			Up 100 bps
MSR portfolio	$	(463	)	$	(210	)	$	(97	)	$	85		$	159		$	297		$	(435	)	$	(199	)	$	(93	)	$	82		$	154		$	287
Derivative instrument hedges		409			201			96			(84	)		(156	)		(287	)		399			194			91			(82	)		(157	)		(301	)
Net sensitivity	$	(54	)	$	(9	)	$	(1	)	$	1		$	3		$	10		$	(36	)	$	(5	)	$	(2	)	$	–		$	(3	)	$	(14	)

The fair value of MSRs and their sensitivity to changes in interest rates is influenced by the mix of the servicing portfolio and characteristics of each segment of the portfolio. The Company’s servicing portfolio consists of the distinct portfolios of government-insured mortgages, conventional mortgages and Mortgage Revenue Bond Programs (“MRBP”). The servicing portfolios are predominantly comprised of fixed-rate agency loans with limited adjustable-rate or jumbo mortgage loans. The MRBP division specializes in servicing loans made under state and local housing authority programs. These programs provide mortgages to low-income and moderate-income borrowers and are generally government-insured programs with a favorable rate subsidy, down payment and/or closing cost assistance.

A summary of the Company’s MSRs and related characteristics by portfolio was as follows:


	March 31, 2014												December 31, 2013
(Dollars in Millions)	MRBP			Government			Conventional (b)			Total			MRBP			Government			Conventional (b)			Total
Servicing portfolio	$	16,459		$	41,550		$	166,628		$	224,637		$	15,896		$	41,659		$	169,287		$	226,842
Fair value	$	188		$	485		$	1,945		$	2,618		$	180		$	500		$	2,000		$	2,680
Value (bps) (a)		114			117			117			117			113			120			118			118
Weighted-average servicing fees (bps)		39			32			29			30			39			32			29			30
Multiple (value/servicing fees)		2.92			3.66			4.03			3.90			2.90			3.75			4.07			3.93
Weighted-average note rate		4.67	%		4.23	%		4.16	%		4.21	%		4.70	%		4.24	%		4.17	%		4.22	%
Weighted-average age (in years)		3.8			2.8			2.7			2.8			3.8			2.6			2.5			2.6
Weighted-average expected prepayment (constant prepayment rate)		13.3	%		11.8	%		11.1	%		11.4	%		13.5	%		11.5	%		10.9	%		11.2	%
Weighted-average expected life (in years)		6.2			6.7			7.0			6.9			6.2			6.9			7.2			7.1
Weighted-average discount rate		11.9	%		11.2	%		9.8	%		10.2	%		11.9	%		11.2	%		9.8	%		10.2	%

(a)

Value is calculated as fair value divided by the servicing portfolio.

(b)

Represents loans sold primarily to GSEs.



U. S. Bancorp		55


Note 6		Preferred Stock

At March 31, 2014 and December 31, 2013, the Company had authority to issue 50 million shares of preferred stock. The number of shares issued and outstanding and the carrying amount of each outstanding series of the Company’s preferred stock was as follows:


	March 31, 2014								December 31, 2013
(Dollars in Millions)	Shares Issued and Outstanding		Liquidation Preference		Discount		Carrying Amount		Shares Issued and Outstanding		Liquidation Preference		Discount		Carrying Amount
Series A		12,510	$	1,251	$	145	$	1,106		12,510	$	1,251	$	145	$	1,106
Series B		40,000		1,000		–		1,000		40,000		1,000		–		1,000
Series F		44,000		1,100		12		1,088		44,000		1,100		12		1,088
Series G		43,400		1,085		10		1,075		43,400		1,085		10		1,075
Series H		20,000		500		13		487		20,000		500		13		487
Total preferred stock (a)		159,910	$	4,936	$	180	$	4,756		159,910	$	4,936	$	180	$	4,756

(a)

The par value of all shares issued and outstanding at March 31, 2014 and December 31, 2013, was $1.00 per share.


Note 7		Accumulated Other Comprehensive Income (Loss)

Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss). The reconciliation of the transactions affecting accumulated other comprehensive income (loss) included in shareholders’ equity for the three months ended March 31, is as follows:


(Dollars in Millions)	Unrealized Gains (Losses) on Securities Available-For-Sale			Unrealized Gains (Losses) on Securities Transferred From Available-For- Sale to Held-To- Maturity			Unrealized Gains (Losses) on Derivative Hedges			Unrealized Gains (Losses) on Retirement Plans			Foreign Currency Translation			Total
2014
Balance at beginning of period	$	(77	)	$	70		$	(261	)	$	(743	)	$	(60	)	$	(1,071	)
Changes in unrealized gains and losses		301			–			(11	)		–			–			290
Other-than-temporary impairment not recognized in earnings on securities available-for-sale		–			–			–			–			–			–
Foreign currency translation adjustment		–			–			–			–			(4	)		(4	)
Reclassification to earnings of realized gains and losses		(5	)		(7	)		49			36			–			73
Applicable income taxes		(113	)		3			(15	)		(14	)		1			(138	)
Balance at end of period	$	106		$	66		$	(238	)	$	(721	)	$	(63	)	$	(850	)
2013
Balance at beginning of period	$	679		$	107		$	(404	)	$	(1,265	)	$	(40	)	$	(923	)
Changes in unrealized gains and losses		(120	)		–			(3	)		(1	)		–			(124	)
Other-than-temporary impairment not recognized in earnings on securities available-for-sale		6			–			–			–			–			6
Foreign currency translation adjustment		–			–			–			–			(10	)		(10	)
Reclassification to earnings of realized gains and losses		(5	)		(20	)		54			62			–			91
Applicable income taxes		43			7			(18	)		(17	)		4			19
Balance at end of period	$	603		$	94		$	(371	)	$	(1,221	)	$	(46	)	$	(941	)



56		U. S. Bancorp

Additional detail about the impact to net income for items reclassified out of accumulated other comprehensive income and into earnings for the three months ended March 31, is as follows:


	Impact to Net Income
(Dollars in Millions)	2014			2013			Affected Line Item in the Consolidated Statement of Income
Unrealized gains (losses) on securities available-for-sale
Realized gains (losses) on sale of securities	$	5		$	12		Total securities gains (losses), net
Other-than-temporary impairment recognized in earnings		–			(7	)

		5			5		Total before tax
		(2	)		(2	)	Applicable income taxes

		3			3		Net-of-tax
Unrealized gains (losses) on securities transferred from available-for-sale to held-to-maturity
Amortization of unrealized gains		7			20		Interest income
		(3	)		(7	)	Applicable income taxes

		4			13		Net-of-tax
Unrealized gains (losses) on derivative hedges
Realized gains (losses) on derivative hedges		(49	)		(54	)	Net interest income
		19			21		Applicable income taxes

		(30	)		(33	)	Net-of-tax
Unrealized gains (losses) on retirement plans
Actuarial gains (losses), prior service cost (credit) and transition obligation (asset) amortization		(36	)		(62	)	Employee benefits expense
		14			24		Applicable income taxes

		(22	)		(38	)	Net-of-tax

Total impact to net income	$	(45	)	$	(55	)


Note 8		Earnings Per Share

The components of earnings per share were:


	Three Months Ended March 31,
(Dollars and Shares in Millions, Except Per Share Data)	2014			2013
Net income attributable to U.S. Bancorp	$	1,397		$	1,428
Preferred dividends		(60	)		(64	)
Earnings allocated to participating stock awards		(6	)		(6	)
Net income applicable to U.S. Bancorp common shareholders	$	1,331		$	1,358
Average common shares outstanding		1,818			1,858
Net effect of the exercise and assumed purchase of stock awards		10			9
Average diluted common shares outstanding		1,828			1,867
Earnings per common share	$	.73		$	.73
Diluted earnings per common share	$	.73		$	.73

Options outstanding at March 31, 2013, to purchase 11 million common shares were not included in the computation of diluted earnings per share for the three months ended March 31, 2013, because they were antidilutive.


Note 9		Employee Benefits

The components of net periodic benefit cost for the Company’s retirement plans were:


	Three Months Ended March 31,
	Pension Plans						Postretirement Welfare Plan
(Dollars in Millions)	2014			2013			2014			2013
Service cost	$	38		$	42		$	–		$	1
Interest cost		49			42			1			1
Expected return on plan assets		(52	)		(44	)		–			–
Prior service cost (credit) and transition obligation (asset) amortization		(1	)		(1	)		(1	)		–
Actuarial loss (gain) amortization		40			66			(2	)		(3	)
Net periodic benefit cost	$	74		$	105		$	(2	)	$	(1	)



U. S. Bancorp		57


Note 10		Income Taxes

The components of income tax expense were:


	Three Months Ended March 31,
(Dollars in Millions)	2014			2013
Federal
Current	$	490		$	490
Deferred		(67	)		12
Federal income tax		423			502
State
Current		83			58
Deferred		(10	)		(2	)
State income tax		73			56
Total income tax provision	$	496		$	558

A reconciliation of expected income tax expense at the federal statutory rate of 35 percent to the Company’s applicable income tax expense follows:


	Three Months Ended March 31,
(Dollars in Millions)	2014			2013
Tax at statutory rate	$	668		$	681
State income tax, at statutory rates, net of federal tax benefit		43			36
Tax effect of
Tax credits and benefits, net of related expenses		(165	)		(106	)
Tax-exempt income		(52	)		(54	)
Noncontrolling interests		(5	)		14
Other items		7			(13	)
Applicable income taxes	$	496		$	558

The Company’s income tax returns are subject to review and examination by federal, state, local and foreign government authorities. On an ongoing basis, numerous federal, state, local and foreign examinations are in progress and cover multiple tax years. As of March 31, 2014, the federal taxing authority has completed its examination of the Company through the fiscal year ended December 31, 2010. The years open to examination by foreign, state and local government authorities vary by jurisdiction.

The Company’s net deferred tax liability was $1.5 billion at March 31, 2014, and $1.3 billion at December 31, 2013.


Note 11		Derivative Instruments

In the ordinary course of business, the Company enters into derivative transactions to manage various risks and to accommodate the business requirements of its customers. The Company recognizes all derivatives on the Consolidated Balance Sheet at fair value in other assets or in other liabilities. On the date the Company enters into a derivative contract, the derivative is designated as either a hedge of the fair value of a recognized asset or liability (“fair value hedge”); a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”); a hedge of the volatility of an investment in foreign operations driven by changes in foreign currency exchange rates (“net investment hedge”); or a designation is not made as it is a customer-related transaction, an economic hedge for asset/liability risk management purposes or another stand-alone derivative created through the Company’s operations (“free-standing derivative”). When a derivative is designated as a fair value, cash flow or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s).

Fair Value Hedges These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying fixed-rate debt. Changes in the fair value of derivatives designated as fair value hedges, and changes in the fair value of the hedged items, are recorded in earnings. All fair value hedges were highly effective for the three months ended March 31, 2014, and the change in fair value attributed to hedge ineffectiveness was not material.



58		U. S. Bancorp

Cash Flow Hedges These derivatives are interest rate swaps the Company uses to hedge the forecasted cash flows from its underlying variable-rate loans and debt. Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within other comprehensive income (loss). At March 31, 2014, the Company had $238 million (net-of-tax) of realized and unrealized losses on derivatives classified as cash flow hedges recorded in other comprehensive income (loss), compared with $261 million (net-of-tax) at December 31, 2013. The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the remainder of 2014 and the next 12 months are losses of $88 million (net-of-tax) and $119 million (net-of-tax), respectively. This amount includes gains and losses related to hedges that were terminated early for which the forecasted transactions are still probable. All cash flow hedges were highly effective for the three months ended March 31, 2014, and the change in fair value attributed to hedge ineffectiveness was not material.

Net Investment Hedges The Company uses forward commitments to sell specified amounts of certain foreign currencies, and occasionally non-derivative debt instruments, to hedge the volatility of its investment in foreign operations driven by fluctuations in foreign currency exchange rates. The ineffectiveness on all net investment hedges was not material for the three months ended March 31, 2014. There were no non-derivative debt instruments designated as net investment hedges at March 31, 2014 or December 31, 2013.

Other Derivative Positions The Company enters into free-standing derivatives to mitigate interest rate risk and for other risk management purposes. These derivatives include forward commitments to sell to-be-announced securities (“TBAs”) and other commitments to sell residential mortgage loans, which are used to economically hedge the interest rate risk related to residential mortgage loans held for sale (“MLHFS”) and unfunded mortgage loan commitments. The Company also enters into interest rate swaps, forward commitments to buy TBAs, U.S. Treasury futures and options on U.S. Treasury futures to economically hedge the change in the fair value of the Company’s MSRs. The Company also enters into foreign currency forwards to economically hedge remeasurement gains and losses the Company recognizes on foreign currency denominated assets and liabilities. In addition, the Company acts as a seller and buyer of interest rate derivatives and foreign exchange contracts for its customers. To mitigate the market and liquidity risk associated with these customer derivatives, the Company historically has entered into similar offsetting positions with broker-dealers. In 2014, the Company began to actively manage the risks from its exposure to customer-related interest rate positions 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’s customer derivatives and related hedges are monitored and reviewed by the Company’s Market Risk Committee, which establishes policies for market risk management, including exposure limits for each portfolio. The Company also has derivative contracts that are created through its operations, including commitments to originate MLHFS.

For additional information on the Company’s purpose for entering into derivative transactions and its overall risk management strategies, refer to “Management Discussion and Analysis — Use of Derivatives to Manage Interest Rate and Other Risks” which is incorporated by reference into these Notes to Consolidated Financial Statements.



U. S. Bancorp		59

The following table summarizes the asset and liability management derivative positions of the Company:


	Asset Derivatives						Liability Derivatives
(Dollars in Millions)	Notional Value		Fair Value		Weighted-Average Remaining Maturity In Years		Notional Value		Fair Value		Weighted-Average Remaining Maturity In Years
March 31, 2014
Fair value hedges
Interest rate contracts
Receive fixed/pay floating swaps	$	500	$	17		1.84	$	–	$	–		–
Cash flow hedges
Interest rate contracts
Pay fixed/receive floating swaps		272		17		8.52		5,462		451		2.53
Receive fixed/pay floating swaps		7,000		22		.60		–		–		–
Net investment hedges
Foreign exchange forward contracts		1,082		9		.04		–		–		–
Other economic hedges
Interest rate contracts
Futures and forwards
Buy		2,259		13		.07		1,526		1		.04
Sell		2,345		7		.11		2,119		9		.09
Options
Purchased		3,250		–		.07		–		–		–
Written		2,427		27		.08		6		–		.07
Receive fixed/pay floating swaps		3,375		5		10.23		100		–		10.23
Foreign exchange forward contracts		1,618		3		.01		2,230		8		.03
Equity contracts		68		1		1.38		9		–		1.22
Credit contracts		1,298		4		3.85		2,198		6		3.14

Total	$	25,494	$	125			$	13,650	$	475
December 31, 2013
Fair value hedges
Interest rate contracts
Receive fixed/pay floating swaps	$	500	$	22		2.09	$	–	$	–		–
Cash flow hedges
Interest rate contracts
Pay fixed/receive floating swaps		772		26		6.25		4,288		498		2.46
Receive fixed/pay floating swaps		7,000		26		.84		–		–		–
Net investment hedges
Foreign exchange forward contracts		–		–		–		1,056		4		.04
Other economic hedges
Interest rate contracts
Futures and forwards
Buy		2,310		9		.07		1,025		7		.06
Sell		5,234		58		.08		346		4		.17
Options
Purchased		2,300		–		.07		–		–		–
Written		1,902		17		.07		2		–		.08
Receive fixed/pay floating swaps		–		–		–		3,540		56		10.22
Foreign exchange forward contracts		6,813		24		.02		2,121		4		.02
Equity contracts		79		3		1.62		–		–		–
Credit contracts		1,209		4		4.04		2,352		7		3.08

Total	$	28,119	$	189			$	14,730	$	580



60		U. S. Bancorp

The following table summarizes the customer-related derivative positions of the Company:


	Asset Derivatives						Liability Derivatives
(Dollars in Millions)	Notional Value		Fair Value		Weighted-Average Remaining Maturity In Years		Notional Value		Fair Value		Weighted-Average Remaining Maturity In Years
March 31, 2014
Interest rate contracts
Receive fixed/pay floating swaps	$	13,905	$	622		5.43	$	6,082	$	52		5.01
Pay fixed/receive floating swaps		5,700		61		4.75		14,226		590		5.43
Options
Purchased		3,249		18		4.54		26		–		3.17
Written		26		–		3.17		3,249		18		4.54
Futures
Buy		–		–		–		124		–		.21
Sell		787		–		1.29		421		–		1.13
Foreign exchange rate contracts
Forwards, spots and swaps		12,049		445		.59		11,759		415		.58
Options
Purchased		724		13		.58		–		–		–
Written		–		–		–		724		13		.58
Total	$	36,440	$	1,159			$	36,611	$	1,088
December 31, 2013
Interest rate contracts
Receive fixed/pay floating swaps	$	11,717	$	600		5.11	$	7,291	$	106		5.57
Pay fixed/receive floating swaps		6,746		114		6.03		12,361		560		4.90
Options
Purchased		3,489		33		4.53		–		–		–
Written		–		–		–		3,489		33		4.53
Foreign exchange rate contracts
Forwards, spots and swaps		10,970		457		.59		9,975		427		.62
Options
Purchased		364		11		.53		–		–		–
Written		–		–		–		364		11		.53
Total	$	33,286	$	1,215			$	33,480	$	1,137

The table below shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses) reclassified from other comprehensive income (loss) into earnings (net-of-tax) for the three months ended March 31:


	Gains (Losses) Recognized in Other Comprehensive Income (Loss)					Gains (Losses) Reclassified from Other Comprehensive Income (Loss) into Earnings
(Dollars in Millions)	2014			2013		2014			2013
Asset and Liability Management Positions
Cash flow hedges
Interest rate contracts (a)	$	(7	)	$	–	$	(30	)	$	(33	)
Net investment hedges
Foreign exchange forward contracts		–			23		–			–

Note:

Ineffectiveness on cash flow and net investment hedges was not material for the three months ended March 31, 2014 and 2013.

(a)

Gains (Losses) reclassified from other comprehensive income (loss) into interest income on loans and interest expense on long-term debt.



U. S. Bancorp		61

The table below shows the gains (losses) recognized in earnings for fair value hedges, other economic hedges and the customer-related positions for the three months ended March 31:


(Dollars in Millions)	Location of Gains (Losses) Recognized in Earnings		2014			2013
Asset and Liability Management Positions
Fair value hedges (a)
Interest rate contracts		Other noninterest income	$	(2	)	$	(2	)
Other economic hedges
Interest rate contracts
Futures and forwards		Mortgage banking revenue		(49	)		236
Purchased and written options		Mortgage banking revenue		66			129
Receive fixed/pay floating swaps		Mortgage banking revenue		109			(40	)
Foreign exchange forward contracts		Commercial products revenue		(5	)		8
Credit contracts		Other noninterest income/expense		–			(1	)
Customer-Related Positions
Interest rate contracts
Receive fixed/pay floating swaps		Other noninterest income		134			(96	)
Pay fixed/receive floating swaps		Other noninterest income		(129	)		96
Foreign exchange rate contracts
Forwards, spots and swaps		Commercial products revenue		16			7

(a)

Gains (Losses) on items hedged by interest rate contracts included in noninterest income (expense), were $2 million for both the three months ended March 31, 2014 and 2013. The ineffective portion was immaterial for the three months ended March 31, 2014 and 2013.

Derivatives are subject to credit risk associated with counterparties to the derivative contracts. The Company measures that credit risk using a credit valuation adjustment and includes it within the fair value of the derivative. The Company manages counterparty credit risk through diversification of its derivative positions among various counterparties, by entering into master netting arrangements and, where possible, by requiring collateral arrangements. A master netting arrangement allows two counterparties, who have multiple derivative contracts with each other, the ability to net settle amounts under all contracts, including any related collateral, through a single payment and in a single currency. Collateral arrangements require the counterparty to deliver collateral (typically cash or U.S. Treasury and agency securities) equal to the Company’s net derivative receivable, subject to minimum transfer and credit rating requirements.

The Company’s collateral arrangements are predominately bilateral and, therefore, contain provisions that require collateralization of the Company’s net liability derivative positions. Required collateral coverage is based on certain net liability thresholds and contingent upon the Company’s credit rating from two of the nationally recognized statistical rating organizations. If the Company’s credit rating were to fall below credit ratings thresholds established in the collateral arrangements, the counterparties to the derivatives could request immediate additional collateral coverage up to and including full collateral coverage for derivatives in a net liability position. The aggregate fair value of all derivatives under collateral arrangements that were in a net liability position at March 31, 2014, was $965 million. At March 31, 2014, the Company had $804 million of cash posted as collateral against this net liability position.


Note 12		Netting Arrangements for Certain Financial Instruments

The majority of the Company’s derivative portfolio consists of bilateral over-the-counter trades. However, per current regulations, certain interest rate swaps and forwards and credit contracts need to be centrally cleared through clearinghouses. In addition, a portion of the Company’s derivative positions are exchange-traded. These are predominately U.S. Treasury futures or options on U.S. Treasury futures. Of the Company’s $112.2 billion of total notional amount of derivative positions at March 31, 2014, $16.2 billion related to those centrally cleared through clearinghouses and $5.8 billion related to those that were exchange-traded. Irrespective of how derivatives are traded, the Company’s derivative contracts include offsetting rights (referred to as netting arrangements), and depending on expected volume, credit risk, and counterparty preference, collateral maintenance may be required. For all derivatives, fair value is determined daily and, depending on the collateral maintenance requirements, the Company and a counterparty may receive or deliver collateral, based upon the net fair value of all derivative positions between the Company and the counterparty. Collateral is typically cash, but securities may be allowed under collateral arrangements with certain counterparties. Receivables and payables related to cash collateral are included in other assets and other liabilities on the Consolidated Balance Sheet, along with the related derivative asset and liability fair values. Any securities pledged to counterparties as collateral remain on the Consolidated Balance Sheet. Securities received from counterparties as collateral are not recognized on the Consolidated Balance Sheet, unless the



62		U. S. Bancorp

counterparty defaults. Securities used as collateral can be sold, re-pledged or otherwise used by the party in possession. In general, no restrictions exist on the use of cash collateral by either party. Refer to Note 11 for further discussion of the Company’s derivatives, including collateral arrangements.

As part of the Company’s treasury and broker-dealer operations, the Company executes transactions that are treated as securities sold under agreements to repurchase or securities purchased under agreements to resell, both of which are accounted for as collateralized financings. Securities sold under agreements to repurchase include repurchase agreements and securities loaned transactions. Securities purchased under agreements to resell include reverse repurchase agreements and securities borrowed transactions. For securities sold under agreements to repurchase, the Company records a liability for the cash received, which is included in short-term borrowings on the Consolidated Balance Sheet. For securities purchased under agreements to resell, the Company records a receivable for the cash paid, which is included in other assets on the Consolidated Balance Sheet.

Securities transferred to counterparties under repurchase agreements and securities loaned transactions continue to be recognized on the Consolidated Balance Sheet, are measured at fair value, and are included in investment securities or other assets. Securities received from counterparties under reverse repurchase agreements and securities borrowed transactions are not recognized on the Consolidated Balance Sheet unless the counterparty defaults. In connection with all of these transactions, the fair values of the securities are determined daily, and additional cash is obtained or refunded to counterparties where appropriate. The securities transferred under repurchase and reverse repurchase transactions typically are U.S. Treasury securities or agency mortgage-backed securities. The securities loaned or borrowed typically are high-grade corporate bonds traded by the Company’s broker-dealer. In general, the securities transferred can be sold, repledged or otherwise used by the party in possession. No restrictions exist on the use of cash collateral by either party.

The Company executes its derivative, repurchase/reverse repurchase and securities loaned/borrowed transactions under the respective industry standard agreements. These agreements include master netting arrangements that allow for multiple contracts executed with the same counterparty to be viewed as a single arrangement. This allows for net settlement of a single amount on a daily basis. In the event of default, the master netting arrangement provides for close-out netting, which allows all positions with the defaulting counterparty to be terminated and net settled with a single payment amount.

The Company has elected to offset the assets and liabilities under netting arrangements for the balance sheet presentation of the majority of its derivative counterparties, excluding centrally cleared derivative contracts due to current uncertainty about the legal enforceability of netting arrangements with the clearinghouses. The netting occurs at the counterparty level, and includes all assets and liabilities related to the derivative contracts, including those associated with cash collateral received or delivered. The Company has not elected to offset the assets and liabilities under netting arrangements for the balance sheet presentation of repurchase/reverse repurchase and securities loaned/borrowed transactions.

The following tables provide information on the Company’s netting adjustments, and items not offset on the Consolidated Balance Sheet but available for offset in the event of default:


	Gross Recognized Assets		Gross Amounts Offset on the Consolidated Balance Sheet (a)			Net Amounts Presented on the Consolidated Balance Sheet		Gross Amounts Not Offset on the Consolidated Balance Sheet						Net Amount
(Dollars in Millions)	Gross Recognized Assets		Gross Amounts Offset on the Consolidated Balance Sheet (a)			Net Amounts Presented on the Consolidated Balance Sheet		Financial Instruments (b)			Collateral Received (c)			Net Amount
March 31, 2014
Derivative assets (d)	$	1,218	$	(470	)	$	748	$	(32	)	$	–		$	716
Reverse repurchase agreements		26		–			26		(19	)		(7	)		–
Securities borrowed		680		–			680		–			(660	)		20
Total	$	1,924	$	(470	)	$	1,454	$	(51	)	$	(667	)	$	736
December 31, 2013
Derivative assets (d)	$	1,349	$	(599	)	$	750	$	(21	)	$	–		$	729
Reverse repurchase agreements		87		–			87		(59	)		(28	)		–
Securities borrowed		723		–			723		–			(698	)		25
Total	$	2,159	$	(599	)	$	1,560	$	(80	)	$	(726	)	$	754

(a)

Includes $87 million and $124 million of cash collateral related payables that were netted against derivative assets at March 31, 2014 and December 31, 2013, respectively.

(b)

For derivative assets this includes any derivative liability fair values that could be offset in the event of counterparty default; for reverse repurchase agreements this includes any repurchase agreement payables that could be offset in the event of counterparty default; for securities borrowed this includes any securities loaned payables that could be offset in the event of counterparty default.

(c)

Includes the fair value of securities received by the Company from the counterparty. These securities are not included on the Consolidated Balance Sheet unless the counterparty defaults.

(d)

Excludes $66 million and $55 million of derivative assets centrally cleared or otherwise not subject to netting arrangements at March 31, 2014 and December 31, 2013, respectively.



U. S. Bancorp		63


	Gross Recognized Liabilities		Gross Amounts Offset on the Consolidated Balance Sheet (a)			Net Amounts Presented on the Consolidated Balance Sheet		Gross Amounts Not Offset on the Consolidated Balance Sheet						Net Amount
(Dollars in Millions)	Gross Recognized Liabilities					Net Amounts Presented on the Consolidated Balance Sheet		Financial Instruments (b)			Collateral Pledged (c)			Net Amount
March 31, 2014
Derivative liabilities (d)	$	1,485	$	(1,138	)	$	347	$	(32	)	$	–		$	315
Repurchase agreements		699		–			699		(19	)		(680	)		–
Securities loaned		–		–			–		–			–			–
Total	$	2,184	$	(1,138	)	$	1,046	$	(51	)	$	(680	)	$	315
December 31, 2013
Derivative liabilities (d)	$	1,598	$	(1,192	)	$	406	$	(21	)	$	–		$	385
Repurchase agreements		2,059		–			2,059		(59	)		(2,000	)		–
Securities loaned		–		–			–		–			–			–
Total	$	3,657	$	(1,192	)	$	2,465	$	(80	)	$	(2,000	)	$	385

(a)

Includes $754 million and $717 million of cash collateral related receivables that were netted against derivative liabilities at March 31, 2014 and December 31, 2013, respectively.

(b)

For derivative liabilities this includes any derivative asset fair values that could be offset in the event of counterparty default; for repurchase agreements this includes any reverse repurchase agreement receivables that could be offset in the event of counterparty default; for securities loaned this includes any securities borrowed receivables that could be offset in the event of counterparty default.

(c)

Includes the fair value of securities pledged by the Company to the counterparty. These securities are included on the Consolidated Balance Sheet unless the Company defaults.

(d)

Excludes $78 million and $119 million of derivative liabilities centrally cleared or otherwise not subject to netting arrangements at March 31, 2014 and December 31, 2013, respectively.


Note 13		Fair Values of Assets and Liabilities

The Company uses fair value measurements for the initial recording of certain assets and liabilities, periodic remeasurement of certain assets and liabilities, and disclosures. Derivatives, trading and available-for-sale investment securities, substantially all MLHFS and MSRs are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance.

The Company groups its assets and liabilities measured at fair value into a three-level hierarchy for valuation techniques used to measure financial assets and financial liabilities at fair value. This hierarchy is based on whether the valuation inputs are observable or unobservable. These levels are:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 includes U.S. Treasury and exchange-traded instruments.

•

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 includes debt securities that are traded less frequently than exchange-traded instruments and which are typically valued using third party pricing services; derivative contracts and other assets and liabilities, including securities, whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data; and MLHFS whose values are determined using quoted prices for similar assets or pricing models with inputs that are observable in the market or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes MSRs, certain debt securities and certain derivative contracts.

When the Company changes its valuation inputs for measuring financial assets and financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. During the three months ended March 31, 2014 and 2013, there were no transfers of financial assets or financial liabilities between the hierarchy levels.



64		U. S. Bancorp

The Company has processes and controls in place to increase the reliability of estimates it makes in determining fair value measurements. Items quoted on an exchange are verified to the quoted price. Items provided by a third party pricing service are subject to price verification procedures as discussed in more detail in the specific valuation discussions below. For fair value measurements modeled internally, the Company’s valuation models are subject to the Company’s Model Risk Governance Policy and Program, as maintained by the Company’s credit administration department. The purpose of model validation is to assess the accuracy of the models’ input, processing, and reporting components. All models are required to be independently reviewed and approved prior to being placed in use, and are subject to formal change control procedures. Under the Company’s Model Risk Governance Policy, models are required to be reviewed at least annually to ensure they are operating as intended. Inputs into the models are market observable inputs whenever available. When market observable inputs are not available, the inputs are developed based upon analysis of historical experience and evaluation of other relevant market data. Significant unobservable model inputs are subject to review by senior management in corporate functions, who are independent from the modeling. Significant unobservable model inputs are also compared to actual results, typically on a quarterly basis. Significant Level 3 fair value measurements are also subject to corporate-level review and are benchmarked to market transactions or other market data, when available. Additional discussion of processes and controls are provided in the valuation methodologies section that follows.

The following section describes the valuation methodologies used by the Company to measure financial assets and liabilities at fair value and for estimating fair value for financial instruments not recorded at fair value as required under disclosure guidance related to the fair value of financial instruments. In addition, the following section includes an indication of the level of the fair value hierarchy in which the assets or liabilities are classified. Where appropriate, the description includes information about the valuation models and key inputs to those models. During the three months ended March 31, 2014 and 2013, there were no significant changes to the valuation techniques used by the Company to measure fair value.

Cash and Due From Banks The carrying value of cash and due from banks approximate fair value and are classified within Level 1. Fair value is provided for disclosure purposes only.

Federal Funds Sold and Securities Purchased Under Resale Agreements The carrying value of federal funds sold and securities purchased under resale agreements approximate fair value because of the relatively short time between the origination of the instrument and its expected realization and are classified within Level 2. Fair value is provided for disclosure purposes only.

Investment Securities When quoted market prices for identical securities are available in an active market, these prices are used to determine fair value and these securities are classified within Level 1 of the fair value hierarchy. Level 1 investment securities are predominantly U.S. Treasury securities.

For other securities, quoted market prices may not be readily available for the specific securities. When possible, the Company determines fair value based on market observable information, including quoted market prices for similar securities, inactive transaction prices, and broker quotes. These securities are classified within Level 2 of the fair value hierarchy. Level 2 valuations are generally provided by a third party pricing service. The Company reviews the valuation methodologies utilized by the pricing service and, on a quarterly basis, reviews the security level prices provided by the pricing service against management’s expectation of fair value, based on changes in various benchmarks and market knowledge from recent trading activity. Additionally, each quarter, the Company validates the fair value provided by the pricing services by comparing them to recent observable market trades (where available), broker provided quotes, or other independent secondary pricing sources. Prices obtained from the pricing service are adjusted if they are found to be inconsistent with observable market data. Level 2 investment securities are predominantly agency mortgage-backed securities, certain other asset-backed securities, municipal securities, corporate debt securities, agency debt securities and perpetual preferred securities.

The fair value of securities for which there are no market trades, or where trading is inactive as compared to normal market activity, are classified within Level 3 of the fair value hierarchy. The Company determines the fair value of these securities by using a discounted cash flow methodology and incorporating observable market information, where available. These valuations are modeled by a unit within the Company’s treasury department. The valuations use assumptions regarding housing prices, interest rates and borrower performance. Inputs are refined and updated at least quarterly to reflect market developments and actual performance. The primary valuation drivers of these securities are the prepayment rates, default rates and default severities associated with the underlying collateral, as well as the



U. S. Bancorp		65

discount rate used to calculate the present value of the projected cash flows. Level 3 fair values, including the assumptions used, are subject to review by senior management in corporate functions, who are independent from the modeling. The fair value measurements are also compared to fair values provided by third party pricing services, where available. Securities classified within Level 3 include non-agency mortgage-backed securities, non-agency commercial mortgage-backed securities, certain asset-backed securities, certain collateralized debt obligations and collateralized loan obligations and certain corporate debt securities.

Mortgage Loans Held For Sale MLHFS measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by comparison to instruments with similar collateral and risk profiles. MLHFS are classified within Level 2. Included in mortgage banking revenue was a $52 million net gain and a $175 million net loss for the three months ended March 31, 2014 and 2013, respectively, from the changes to fair value of these MLHFS under fair value option accounting guidance. Changes in fair value due to instrument specific credit risk were immaterial. Interest income for MLHFS is measured based on contractual interest rates and reported as interest income on the Consolidated Statement of Income. Electing to measure MLHFS at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.

Loans The loan portfolio includes adjustable and fixed-rate loans, the fair value of which was estimated using discounted cash flow analyses and other valuation techniques. The expected cash flows of loans considered historical prepayment experiences and estimated credit losses and were discounted using current rates offered to borrowers with similar credit characteristics. Generally, loan fair values reflect Level 3 information. Fair value is provided for disclosure purposes only, with the exception of impaired collateral-based loans that are measured at fair value on a non-recurring basis utilizing the underlying collateral fair value.

Mortgage Servicing Rights MSRs are valued using a discounted cash flow methodology. Accordingly, MSRs are classified within Level 3. The Company determines fair value by estimating the present value of the asset’s future cash flows using prepayment rates, discount rates, and other assumptions. The MSR valuations, as well as the assumptions

used, are developed by the mortgage banking division and are subject to review by senior management in corporate functions, who are independent from the modeling. The MSR valuations and assumptions are validated through comparison to trade information, publicly available data and industry surveys when available, and are also compared to independent third party valuations each quarter. Risks inherent in MSR valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. There is minimal observable market activity for MSRs on comparable portfolios, and, therefore the determination of fair value requires significant management judgment. Refer to Note 5 for further information on MSR valuation assumptions.

Derivatives The majority of derivatives held by the Company are executed over-the-counter and are valued using standard cash flow, Black-Derman-Toy and Monte Carlo valuation techniques. The models incorporate inputs, depending on the type of derivative, including interest rate curves, foreign exchange rates and volatility. In addition, all derivative values incorporate an assessment of the risk of counterparty nonperformance, measured based on the Company’s evaluation of credit risk as well as external assessments of credit risk, where available. The Company monitors and manages its nonperformance risk by considering its ability to net derivative positions under master netting arrangements, as well as collateral received or provided under collateral arrangements. Accordingly, the Company has elected to measure the fair value of derivatives, at a counterparty level, on a net basis. The majority of the derivatives are classified within Level 2 of the fair value hierarchy, as the significant inputs to the models, including nonperformance risk, are observable. However, certain derivative transactions are with counterparties where risk of nonperformance cannot be observed in the market, and therefore the credit valuation adjustments result in these derivatives being classified within Level 3 of the fair value hierarchy. The credit valuation adjustments for nonperformance risk are determined by the Company’s treasury department using credit assumptions provided by credit administration. The credit assumptions are compared to actual results quarterly and are recalibrated as appropriate.

The Company also has commitments to purchase and originate mortgage loans that meet the accounting requirements of a derivative. These mortgage loan commitments are valued by pricing models that include market observable and unobservable inputs, which result in the commitments being classified within Level 3 of the fair value



66		U. S. Bancorp

hierarchy. The unobservable inputs include assumptions about the percentage of commitments that actually become a closed loan and the MSR value that is inherent in the underlying loan value, both of which are developed by the Company’s mortgage banking division. The closed loan percentages for the mortgage loan commitments are monitored on an on-going basis, as these percentages are also used for the Company’s economic hedging activities. The inherent MSR value for the commitments are generated by the same models used for the Company’s MSRs and thus are subject to the same processes and controls as described for the MSRs above.

Other Financial Instruments Other financial instruments include cost method equity investments and certain community development and tax-advantaged related assets and liabilities. The majority of the Company’s cost method equity investments are in Federal Home Loan Bank and Federal Reserve Bank stock, for which the carrying amounts approximate fair value and are classified within Level 2. Investments in private equity and other limited partnership funds are estimated using fund provided net asset values. These equity investments are classified within Level 3. The community development and tax-advantaged related asset balances primarily represent the underlying assets of consolidated community development and tax-advantaged entities. The community development and tax-advantaged related liabilities represent the underlying liabilities of the consolidated entities (included in long-term debt) and liabilities related to other third party interests (included in other liabilities). The carrying value of the community development and tax-advantaged related asset and other liability balances are a reasonable estimate of fair value and are classified within Level 3. Refer to Note 4 for further information on community development and tax-advantaged related assets and liabilities. Fair value is provided for disclosure purposes only.

Deposit Liabilities The fair value of demand deposits, savings accounts and certain money market deposits is equal to the amount payable on demand. The fair value of fixed-rate certificates of deposit was estimated by discounting the contractual cash flow using current market rates. Deposit liabilities are classified within Level 2. Fair value is provided for disclosure purposes only.

Short-term Borrowings Federal funds purchased, securities sold under agreements to repurchase, commercial paper and other short-term funds borrowed have floating rates or short-term maturities. The fair value of short-term borrowings was determined by discounting contractual cash flows using current market rates. Short-term borrowings are classified within Level 2. Included in short-term borrowings is the Company’s obligation on securities sold short, which is required to be accounted for at fair value per applicable accounting guidance. Fair value for other short-term borrowings is provided for disclosure purposes only.

Long-term Debt The fair value for most long-term debt was determined by discounting contractual cash flows using current market rates. Junior subordinated debt instruments were valued using market quotes. Long-term debt is classified within Level 2. Fair value is provided for disclosure purposes only.

Loan Commitments, Letters of Credit and Guarantees The fair value of commitments, letters of credit and guarantees represents the estimated costs to terminate or otherwise settle the obligations with a third party. Other loan commitments, letters of credit and guarantees are not actively traded, and the Company estimates their fair value based on the related amount of unamortized deferred commitment fees adjusted for the probable losses for these arrangements. These arrangements are classified within Level 3. Fair value is provided for disclosure purposes only.

Significant Unobservable Inputs of Level 3 Assets and Liabilities

The following section provides information on the significant inputs used by the Company to determine the fair value measurements of Level 3 assets and liabilities recorded at fair value on the Consolidated Balance Sheet. In addition, the following section includes a discussion of the sensitivity of the fair value measurements to changes in the significant inputs and a description of any interrelationships between these inputs for Level 3 assets and liabilities recorded at fair value on a recurring basis. The discussion below excludes nonrecurring fair value measurements of collateral value used for impairment measures for loans and other real estate owned. These valuations utilize third party appraisal or broker price opinions, and are classified as Level 3 due to the significant judgment involved.

Available-For-Sale Investment Securities The significant unobservable inputs used in the fair value measurement of the Company’s modeled Level 3 available-for-sale investment securities are prepayment rates, probability of default and loss severities associated with the underlying collateral, as well as the discount margin used to calculate the present



U. S. Bancorp		67

value of the projected cash flows. Increases in prepayment rates for Level 3 securities will typically result in higher fair values, as increased prepayment rates accelerate the receipt of expected cash flows and reduce exposure to credit losses. Increases in the probability of default and loss severities will result in lower fair values, as these increases reduce expected cash flows. Discount margin is the Company’s estimate of the current market spread above the respective benchmark rate. Higher discount margin will result in lower fair values, as it reduces the present value of the expected cash flows.

Prepayment rates generally move in the opposite direction of market interest rates. In the current environment, an increase in the probability of default will generally be accompanied with an increase in loss severity, as both are impacted by underlying collateral values. Discount margins are influenced by market expectations about the security’s collateral performance, and therefore may directionally move with probability and severity of default; however, discount margins are also impacted by broader market forces, such as competing investment yields, sector liquidity, economic news, and other macroeconomic factors.

The following table shows the significant valuation assumption ranges for Level 3 available-for-sale investment securities at March 31, 2014:


	Minimum			Maximum			Average
Residential Prime Non-Agency Mortgage-Backed Securities (a)
Estimated lifetime prepayment rates		6	%		25	%		14	%
Lifetime probability of default rates		–			7			4
Lifetime loss severity rates		15			75			40
Discount margin		2			5			3
Residential Non-Prime Non-Agency Mortgage-Backed Securities (b)
Estimated lifetime prepayment rates		2	%		10	%		6	%
Lifetime probability of default rates		4			12			7
Lifetime loss severity rates		15			70			53
Discount margin		1			5			3
Other Asset-Backed Securities
Estimated lifetime prepayment rates		6	%		6	%		6	%
Lifetime probability of default rates		5			5			5
Lifetime loss severity rates		40			40			40
Discount margin		7			7			7

(a)

(b)

Includes all securities not meeting the conditions to be designated as prime.

Mortgage Servicing Rights The significant unobservable inputs used in the fair value measurement of the Company’s MSRs are expected prepayments and the discount rate used to calculate the present value of the projected cash flows. Significant increases in either of these inputs in isolation would result in a significantly lower fair value measurement. Significant decreases in either of these inputs in isolation would result in a significantly higher fair value measurement. There is no direct interrelationship between prepayments and discount rate. Prepayment rates generally move in the opposite direction of market interest rates. Discount rates are generally impacted by changes in market return requirements.

The following table shows the significant valuation assumption ranges for MSRs at March 31, 2014:


	Minimum			Maximum			Average
Expected prepayment		10	%		20	%		11	%
Discount rate		10			14			10

Derivatives The Company has two distinct Level 3 derivative portfolios: (i) the Company’s commitments to purchase and originate mortgage loans that meet the requirements of a derivative, and (ii) the Company’s asset/liability and customer-related derivatives that are Level 3 due to unobservable inputs related to measurement of risk of nonperformance by the counterparty.

The significant unobservable inputs used in the fair value measurement of the Company’s derivative commitments to sell, purchase and originate mortgage loans are the percentage of commitments that actually become a closed loan and the MSR value that is inherent in the underlying loan value. A significant increase in the rate of loans that close would result in a larger derivative asset or liability. A significant increase in the inherent MSR value would result in an increase in the derivative asset or a reduction in the derivative liability. Expected loan close rates and the inherent MSR values are directly impacted by changes in market rates and will generally move in the same direction as interest rates.



68		U. S. Bancorp

The following table shows the significant valuation assumption ranges for the Company’s derivative commitments to sell, purchase and originate mortgage loans at March 31, 2014:


	Minimum			Maximum			Average
Expected loan close rate		43	%		100	%		76	%
Inherent MSR value (basis points per loan)		48			209			126

The significant unobservable input used in the fair value measurement of certain of the Company’s asset/liability and customer-related derivatives is the credit valuation adjustment related to the risk of counterparty nonperformance. A significant increase in the credit valuation adjustment would result in a lower fair value measurement. A significant decrease in the credit valuation adjustment would result in a higher fair value measurement. The credit valuation adjustment is impacted by changes in the Company’s assessment of the counterparty’s credit position. At March 31, 2014, the minimum, maximum and average credit valuation adjustment as a percentage of the derivative contract fair value prior to adjustment was 0 percent, 100 percent and 7 percent, respectively.



U. S. Bancorp		69

The following table summarizes the balances of assets and liabilities measured at fair value on a recurring basis:


(Dollars in Millions)	Level 1		Level 2		Level 3		Netting			Total
March 31, 2014
Available-for-sale securities
U.S. Treasury and agencies	$	7	$	1,055	$	–	$	–		$	1,062
Mortgage-backed securities
Residential
Agency		–		35,484		–		–			35,484
Non-agency
Prime (a)		–		–		465		–			465
Non-prime (b)		–		–		297		–			297
Commercial
Agency		–		144		–		–			144
Asset-backed securities
Collateralized debt obligations/Collateralized loan obligations		–		24		–		–			24
Other		–		563		65		–			628
Obligations of state and political subdivisions		–		5,585		–		–			5,585
Obligations of foreign governments		–		6		–		–			6
Corporate debt securities		–		661		9		–			670
Perpetual preferred securities		–		218		–		–			218
Other investments		159		19		–		–			178

Total available-for-sale		166		43,759		836		–			44,761
Mortgage loans held for sale		–		1,827		–		–			1,827
Mortgage servicing rights		–		–		2,618		–			2,618
Derivative assets		–		742		542		(470	)		814
Other assets		118		856		–		–			974

Total	$	284	$	47,184	$	3,996	$	(470	)	$	50,994

Derivative liabilities	$	–	$	1,503	$	60	$	(1,138	)	$	425
Short-term borrowings (c)		75		599		–		–			674

Total	$	75	$	2,102	$	60	$	(1,138	)	$	1,099

December 31, 2013
Available-for-sale securities
U.S. Treasury and agencies	$	7	$	1,038	$	–	$	–		$	1,045
Mortgage-backed securities
Residential
Agency		–		31,553		–		–			31,553
Non-agency
Prime (a)		–		–		478		–			478
Non-prime (b)		–		–		297		–			297
Commercial
Agency		–		152		–		–			152
Asset-backed securities
Collateralized debt obligations/Collateralized loan obligations		–		24		–		–			24
Other		–		566		63		–			629
Obligations of state and political subdivisions		–		5,738		–		–			5,738
Obligations of foreign governments		–		6		–		–			6
Corporate debt securities		–		631		9		–			640
Perpetual preferred securities		–		212		–		–			212
Other investments		141		20		–		–			161

Total available-for-sale		148		39,940		847		–			40,935
Mortgage loans held for sale		–		3,263		–		–			3,263
Mortgage servicing rights		–		–		2,680		–			2,680
Derivative assets		–		889		515		(599	)		805
Other assets		143		588		–		–			731

Total	$	291	$	44,680	$	4,042	$	(599	)	$	48,414

Derivative liabilities	$	–	$	1,647	$	70	$	(1,192	)	$	525
Short-term borrowings (c)		112		551		–		–			663

Total	$	112	$	2,198	$	70	$	(1,192	)	$	1,188

(a)

(b)

Includes all securities not meeting the conditions to be designated as prime.

(c)

Represents the Company’s obligation on securities sold short required to be accounted for at fair value per applicable accounting guidance.



70		U. S. Bancorp

The following table presents the changes in fair value for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31:


(Dollars in Millions)	Beginning of Period Balance		Net Gains (Losses) Included in Net Income			Net Gains (Losses) Included in Other Comprehensive Income (Loss)			Purchases		Sales			Principal Payments			Issuances			Settlements			End of Period Balance		Net Change in Unrealized Gains (Losses) Relating to Assets and Liabilities Still Held at End of Period
2014
Available-for-sale securities
Mortgage-backed securities
Residential non-agency
Prime (a)	$	478	$	–		$	7		$	–	$	–		$	(20	)	$	–		$	–		$	465	$	7
Non-prime (b)		297		(1	)		7			–		–			(6	)		–			–			297		7
Asset-backed securities
Other		63		1			1			2		–			(2	)		–			–			65		1
Corporate debt securities		9		–			–			–		–			–			–			–			9		–
Total available-for-sale		847		–			15	(e)		2		–			(28	)		–			–			836		15
Mortgage servicing rights		2,680		(147	)(c)		–			1		–			–			84	(f)		–			2,618		(147	)(c)
Net derivative assets and liabilities		445		185	(d)		–			1		–			–			–			(149	)		482		60	(g)
2013
Available-for-sale securities
Mortgage-backed securities
Residential non-agency
Prime (a)	$	624	$	(2	)	$	11		$	–	$	–		$	(34	)	$	–		$	–		$	599	$	11
Non-prime (b)		355		(7	)		14			–		–			(12	)		–			–			350		14
Asset-backed securities
Other		15		1			–			25		–			(1	)		–			–			40		–
Corporate debt securities		9		–			–			–		–			–			–			–			9		–
Total available-for-sale		1,003		(8	)(h)		25	(e)		25		–			(47	)		–			–			998		25
Mortgage servicing rights		1,700		(1	)(c)		–			2		–			–			254	(f)		–			1,955		(1	)(c)
Net derivative assets and liabilities		1,179		147	(i)		–			1		(1	)		–			–			(340	)		986		71	(j)

(a)

(b)

Includes all securities not meeting the conditions to be designated as prime.

(c)

Included in mortgage banking revenue.

(d)

Approximately $81 million included in other noninterest income and $104 million included in mortgage banking revenue.

(e)

Included in changes in unrealized gains and losses on securities available-for-sale.

(f)

Represents MSRs capitalized during the period.

(g)

Approximately $21 million included in other noninterest income and $39 million included in mortgage banking revenue.

(h)

Approximately $(7) million included in securities gains (losses) and $(1) million included in interest income.

(i)

Approximately $(3) million included in other noninterest income and $150 million included in mortgage banking revenue.

(j)

Approximately $(88) million included in other noninterest income and $159 million included in mortgage banking revenue.

The Company is also required periodically to measure certain other financial assets at fair value on a nonrecurring basis. These measurements of fair value usually result from the application of lower-of-cost-or-fair value accounting or write-downs of individual assets.

The following table summarizes the balances of assets measured at fair value on a nonrecurring basis:


	March 31, 2014								December 31, 2013
(Dollars in Millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Loans (a)	$	–	$	–	$	67	$	67	$	–	$	–	$	128	$	128
Other assets (b)		–		–		51		51		–		–		150		150

(a)

Represents the carrying value of loans for which adjustments were based on the fair value of the collateral, excluding loans fully charged-off.

(b)

Primarily represents the fair value of foreclosed properties that were measured at fair value based on an appraisal or broker price opinion of the collateral subsequent to their initial acquisition.



U. S. Bancorp		71

The following table summarizes losses recognized related to nonrecurring fair value measurements of individual assets or portfolios for the three months ended March 31:


(Dollars in Millions)	2014		2013
Loans (a)	$	16	$	21
Other assets (b)		19		39

(a)

Represents write-downs of loans which were based on the fair value of the collateral, excluding loans fully charged-off.

(b)

Primarily represents related losses of foreclosed properties that were measured at fair value subsequent to their initial acquisition.

Fair Value Option

The following table summarizes the differences between the aggregate fair value carrying amount of MLHFS for which the fair value option has been elected and the aggregate unpaid principal amount that the Company is contractually obligated to receive at maturity:


	March 31, 2014							December 31, 2013
(Dollars in Millions)	Fair Value Carrying Amount		Aggregate Unpaid Principal		Carrying Amount Over (Under) Unpaid Principal			Fair Value Carrying Amount		Aggregate Unpaid Principal		Carrying Amount Over (Under) Unpaid Principal
Total loans	$	1,827	$	1,764	$	63		$	3,263	$	3,195	$	68
Nonaccrual loans		10		15		(5	)		9		14		(5	)
Loans 90 days or more past due		2		2		–			–		–		–

Disclosures about Fair Value of Financial Instruments

The following table summarizes the estimated fair value for financial instruments as of March 31, 2014 and December 31, 2013, and includes financial instruments that are not accounted for at fair value. In accordance with disclosure guidance related to fair values of financial instruments, the Company did not include assets and liabilities that are not financial instruments, such as the value of goodwill, long-term relationships with deposit, credit card, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other liabilities. Additionally, in accordance with the disclosure guidance, insurance contracts and investments accounted for under the equity method are excluded.

The estimated fair values of the Company’s financial instruments are shown in the table below:


	March 31, 2014										December 31, 2013
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
(Dollars in Millions)	Carrying Amount		Level 1		Level 2		Level 3		Total		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and due from banks	$	7,408	$	7,408	$	–	$	–	$	7,408	$	8,477	$	8,477	$	–	$	–	$	8,477
Federal funds sold and securities purchased under resale agreements		56		–		56		–		56		163		–		163		–		163
Investment securities held-to-maturity		40,712		1,443		38,847		99		40,389		38,920		2,589		35,678		101		38,368
Loans held for sale (a)		16		–		–		16		16		5		–		–		5		5
Loans (b)		234,119		–		–		235,218		235,218		230,857		–		–		231,480		231,480
Other financial instruments		2,307		–		954		1,364		2,318		2,443		–		1,080		1,383		2,463
Financial Liabilities
Deposits		260,612		–		260,623		–		260,623		262,123		–		262,200		–		262,200
Short-term borrowings (c)		30,107		–		30,001		–		30,001		26,945		–		26,863		–		26,863
Long-term debt		23,774		–		24,127		–		24,127		20,049		–		20,391		–		20,391
Other liabilities		1,253		–		–		1,253		1,253		1,263		–		–		1,263		1,263

(a)

Excludes mortgages held for sale for which the fair value option under applicable accounting guidance was elected.

(b)

Excludes loans measured at fair value on a nonrecurring basis.

(c)

Excludes the Company’s obligation on securities sold short required to be accounted for at fair value per applicable accounting guidance.

The fair value of unfunded commitments, standby letters of credit and other guarantees is approximately equal to their carrying value. The carrying value of unfunded commitments and standby letters of credit was $399 million and $382 million at March 31, 2014 and December 31, 2013, respectively. The carrying value of other guarantees was $275 million and $278 million at March 31, 2014 and December 31, 2013, respectively.



72		U. S. Bancorp


Note 14		Guarantees and Contingent Liabilities

Visa Restructuring and Card Association Litigation The Company’s payment services business issues and acquires credit and debit card transactions through the Visa U.S.A. Inc. card association or its affiliates (collectively “Visa”). In 2007, Visa completed a restructuring and issued shares of Visa Inc. common stock to its financial institution members in contemplation of its initial public offering (“IPO”) completed in the first quarter of 2008 (the “Visa Reorganization”). As a part of the Visa Reorganization, the Company received its proportionate number of shares of Visa Inc. common stock, which were subsequently converted to Class B shares of Visa Inc. (“Class B shares”). Visa U.S.A. Inc. (“Visa U.S.A.”) and MasterCard International (collectively, the “Card Associations”) are defendants in antitrust lawsuits challenging the practices of the Card Associations (the “Visa Litigation”). Visa U.S.A. member banks have a contingent obligation to indemnify Visa Inc. under the Visa U.S.A. bylaws (which were modified at the time of the restructuring in October 2007) for potential losses arising from the Visa Litigation. The indemnification by the Visa U.S.A. member banks has no specific maximum amount.

Using proceeds from its IPO and through reductions to the conversion ratio applicable to the Class B shares held by Visa U.S.A. member banks, Visa Inc. has funded an escrow account for the benefit of member financial institutions to fund their indemnification obligations associated with the Visa Litigation. The receivable related to the escrow account is classified in other liabilities as a direct offset to the related Visa Litigation contingent liability. On October 19, 2012, Visa signed a settlement agreement to resolve class action claims associated with the multi-district interchange litigation, the largest of the remaining Visa Litigation matters. The settlement has been approved by the court, but has been challenged by some class members and is being appealed. In addition, a number of class members opted out of the settlement and have filed actions against the Card Associations. At March 31, 2014, the carrying amount of the Company’s liability related to the Visa Litigation matters, net of its share of the escrow fundings, was $24 million and included the Company’s estimate of its remaining share of the temporary reduction in interchange rates specified in the settlement agreement. The remaining Class B shares held by the Company will be eligible for conversion to Class A shares, and thereby become marketable, upon final settlement of the Visa Litigation. These shares are excluded from the Company’s financial instruments disclosures included in Note 13.

Other Guarantees and Contingent Liabilities

The following table is a summary of other guarantees and contingent liabilities of the Company at March 31, 2014:


(Dollars in Millions)	Collateral Held		Carrying Amount		Maximum Potential Future Payments
Standby letters of credit	$	–	$	69	$	16,638
Third-party borrowing arrangements		–		–		16
Securities lending indemnifications		5,008		–		4,902
Asset sales		–		183		3,786	(a)
Merchant processing		839		71		85,817
Contingent consideration arrangements		–		11		12
Tender option bond program guarantee		4,455		–		4,349
Minimum revenue guarantees		–		10		10
Other		–		–		374

(a)

The maximum potential future payments do not include loan sales where the Company provides standard representation and warranties to the buyer against losses related to loan underwriting documentation defects that may have existed at the time of sale that generally are identified after the occurrence of a triggering event such as delinquency. For these types of loan sales, the maximum potential future payments is generally the unpaid principal balance of loans sold measured at the end of the current reporting period. Actual losses will be significantly less than the maximum exposure, as only a fraction of loans sold will have a representation and warranty breach, and any losses on repurchase would generally be mitigated by any collateral held against the loans.

Merchant Processing The Company, through its subsidiaries, provides merchant processing services. Under the rules of credit card associations, a merchant processor retains a contingent liability for credit card transactions processed. This contingent liability arises in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder’s favor. In this situation, the transaction is “charged-back” to the merchant and the disputed amount is credited or otherwise refunded to the cardholder. If the Company is unable to collect this amount from the merchant, it bears the loss for the amount of the refund paid to the cardholder.

The Company currently processes card transactions in the United States, Canada, Europe, Mexico and Brazil through wholly-owned subsidiaries and joint ventures with other financial institutions. In the event a merchant was unable to fulfill product or services subject to delayed delivery, such as airline tickets, the Company could become financially liable for refunding tickets purchased through the credit card associations under the charge-back provisions.



U. S. Bancorp		73

Charge-back risk related to these merchants is evaluated in a manner similar to credit risk assessments and, as such, merchant processing contracts contain various provisions to protect the Company in the event of default. At March 31, 2014, the value of airline tickets purchased to be delivered at a future date was $8.6 billion. The Company held collateral of $690 million in escrow deposits, letters of credit and indemnities from financial institutions, and liens on various assets.

Asset Sales The Company regularly sells loans to GSEs as part of its mortgage banking activities. The Company provides customary representation and warranties to the GSEs in conjunction with these sales. These representations and warranties generally require the Company to repurchase assets if it is subsequently determined that a loan did not meet specified criteria, such as a documentation deficiency or rescission of mortgage insurance. If the Company is unable to cure or refute a repurchase request, the Company is generally obligated to repurchase the loan or otherwise reimburse the counterparty for losses. At March 31, 2014, the Company had reserved $75 million for potential losses from representation and warranty obligations, compared with $83 million at December 31, 2013. The Company’s reserve reflects management’s best estimate of losses for representation and warranty obligations. The Company’s repurchase reserve is modeled at the loan level, taking into consideration the individual credit quality and borrower activity that has transpired since origination. The model applies credit quality and economic risk factors to derive a probability of default and potential repurchase that are based on the Company’s historical loss experience, and estimates loss severity based on expected collateral value. The Company also considers qualitative factors that may result in anticipated losses differing from historical loss trends.

The following table is a rollforward of the Company’s representation and warranty reserve:


	Three Months Ended March 31,
(Dollars in Millions)	2014			2013
Balance at beginning of period	$	83		$	240
Net realized losses		(10	)		(23	)
Additions to reserve		2			16
Balance at end of period	$	75		$	233

As of March 31, 2014 and December 31, 2013, the Company had $44 million and $89 million, respectively, of unresolved representation and warranty claims from the GSEs. The Company does not have a significant amount of unresolved claims from investors other than the GSEs.

Litigation and Regulatory Matters The Company is subject to various litigation and regulatory matters that arise in the ordinary course of its business. The Company establishes reserves for such matters when potential losses become probable and can be reasonably estimated. The Company believes the ultimate resolution of existing legal and regulatory matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. However, changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results from operations, potentially materially.

Certain federal and state governmental authorities reached settlement agreements in 2012 and 2013 with other major financial institutions regarding their mortgage origination, servicing, and foreclosure activities. Those governmental authorities have had settlement discussions with other financial institutions, including the Company. The Company has not agreed to any settlement; however, if a settlement were reached it would likely include an agreement to comply with specified servicing standards, and settlement payments to governmental authorities as well as a monetary commitment that could be satisfied under various loan modification programs (in addition to the programs the Company already has in place).

The Company is currently subject to other investigations and examinations by government agencies and bank regulators concerning mortgage-related practices, including those related to origination and servicing practices for Federal Housing Administration (“FHA”) insured residential home loans, compliance with selling guidelines relating to residential home loans sold to GSEs, and various practices related to lender-placed insurance. Regarding FHA loan origination, the U.S. Department of Housing and Urban Development Office of Inspector General and the U.S. Department of Justice are investigating the Company’s compliance with FHA insurance program requirements. The Company is cooperating fully with these examinations and investigations, any of which could lead to administrative or legal proceedings or settlements. Remedies in these proceedings or settlements may include fines, penalties, restitution or alterations in the Company’s business practices (which may increase the Company’s operating expenses).



74		U. S. Bancorp

Due to their complex nature, it can be years before litigation and regulatory matters are resolved. For those litigation and regulatory matters where the Company has information to develop an estimate or range of loss, the Company believes the upper end of reasonably possible losses in aggregate, in excess of any reserves established for matters where a loss is considered probable, is approximately $200 million. This estimate is subject to significant judgment and uncertainties and the matters underlying the estimate will change from time to time. Actual results may vary significantly from the current estimates.

For additional information on the nature of the Company’s guarantees and contingent liabilities, refer to Note 22 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.


Note 15		Subsequent Events

The Company has evaluated the impact of events that have occurred subsequent to March 31, 2014 through the date the consolidated financial statements were filed with the United States Securities and Exchange Commission. Based on this evaluation, the Company has determined none of these events were required to be recognized or disclosed in the consolidated financial statements and related notes.



U. S. Bancorp		75

U.S. Bancorp

Consolidated Daily Average Balance Sheet and Related Yields and Rates (a)


	For the Three Months Ended March 31,
	2014								2013
(Dollars in Millions) (Unaudited)	Average Balances			Interest		Yields and Rates			Average Balances			Interest		Yields and Rates			% Change Average Balances
Assets
Investment securities	$	82,216		$	473		2.30	%	$	73,467		$	445		2.42	%		11.9	%
Loans held for sale		2,626			27		4.14			8,764			72		3.29			(70.0	)
Loans (b)
Commercial		70,834			534		3.05			65,299			539		3.34			8.5
Commercial real estate		40,050			387		3.92			37,218			393		4.28			7.6
Residential mortgages		51,584			503		3.92			45,109			477		4.25			14.4
Credit card		17,407			434		10.11			16,528			415		10.19			5.3
Other retail		47,657			558		4.74			47,246			582		4.99			.9
Total loans, excluding covered loans		227,532			2,416		4.30			211,400			2,406		4.61			7.6
Covered loans		8,327			130		6.27			11,021			178		6.49			(24.4	)
Total loans		235,859			2,546		4.36			222,421			2,584		4.70			6.0
Other earning assets		5,525			32		2.32			9,340			67		2.91			(40.8	)
Total earning assets		326,226			3,078		3.81			313,992			3,168		4.07			3.9
Allowance for loan losses		(4,260	)							(4,468	)							4.7
Unrealized gain (loss) on investment securities		257								1,183								(78.3	)
Other assets		42,089								40,680								3.5
Total assets	$	364,312							$	351,387								3.7
Liabilities and Shareholders’ Equity
Noninterest-bearing deposits	$	70,824							$	66,400								6.7	%
Interest-bearing deposits
Interest checking		51,305			8		.06			48,404			10		.08			6.0
Money market savings		59,244			24		.17			53,096			17		.13			11.6
Savings accounts		33,200			12		.15			31,409			14		.18			5.7
Time deposits less than $100,000		11,443			34		1.22			13,610			54		1.61			(15.9	)
Time deposits greater than $100,000		31,463			41		.53			32,099			60		.75			(2.0	)
Total interest-bearing deposits		186,655			119		.26			178,618			155		.35			4.5
Short-term borrowings		29,490			69		.95			28,164			86		1.23			4.7
Long-term debt		22,131			184		3.35			25,404			218		3.48			(12.9	)
Total interest-bearing liabilities		238,276			372		.63			232,186			459		.80			2.6
Other liabilities		12,763								12,335								3.5
Shareholders’ equity
Preferred equity		4,756								4,769								(.3	)
Common equity		37,005								34,408								7.5
Total U.S. Bancorp shareholders’ equity		41,761								39,177								6.6
Noncontrolling interests		688								1,289								(46.6	)
Total equity		42,449								40,466								4.9
Total liabilities and equity	$	364,312							$	351,387								3.7
Net interest income				$	2,706							$	2,709
Gross interest margin							3.18	%							3.27	%
Gross interest margin without taxable-equivalent increments							3.11	%							3.20	%

Percent of Earning Assets
Interest income							3.81	%							4.07	%
Interest expense							.46								.59
Net interest margin							3.35	%							3.48	%
Net interest margin without taxable-equivalent increments							3.28	%							3.41	%

(a)

Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.

(b)

Interest income and rates on loans include loan fees. Nonaccrual loans are included in average loan balances.



76		U. S. Bancorp

Part II — Other Information

Item 1. Legal Proceedings — See the information set forth in Note 14 in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Report, which is incorporated herein by reference.

Item 1A. Risk Factors — There are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, for discussion of these risks.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds — Refer to the “Capital Management” section within Management’s Discussion and Analysis in Part I for information regarding shares repurchased by the Company during the first quarter of 2014.

Item 6. Exhibits



12		Computation of Ratio of Earnings to Fixed Charges

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

101		Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2014, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Shareholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to Consolidated Financial Statements.



U. S. Bancorp		77

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	U.S. BANCORP

	By:	/S/ CRAIG E. GIFFORD
		Craig E. Gifford
		Controller
Dated: May 7, 2014		(Principal Accounting Officer and Duly Authorized Officer)



78		U. S. Bancorp

EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges


(Dollars in Millions)	Three Months Ended March 31, 2014
Earnings
1. Net income attributable to U.S. Bancorp	$	1,397
2. Applicable income taxes, including expense related to unrecognized tax positions		496

3. Net income attributable to U.S. Bancorp before income taxes (1 + 2)	$	1,893

4. Fixed charges:
a. Interest expense excluding interest on deposits*	$	253
b. Portion of rents representative of interest and amortization of debt expense		29

c. Fixed charges excluding interest on deposits (4a + 4b)		282
d. Interest on deposits		119

e. Fixed charges including interest on deposits (4c + 4d)	$	401

5. Amortization of interest capitalized	$	—
6. Earnings excluding interest on deposits (3 + 4c + 5)		2,175
7. Earnings including interest on deposits (3 + 4e + 5)		2,294
8. Fixed charges excluding interest on deposits (4c)		282
9. Fixed charges including interest on deposits (4e)		401
Ratio of Earnings to Fixed Charges
10. Excluding interest on deposits (line 6/line 8)		7.71
11. Including interest on deposits (line 7/line 9)		5.72

*	Excludes interest expense related to unrecognized tax positions



U. S. Bancorp		79

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Richard K. Davis, certify that:

(1)	I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



		/S/ RICHARD K. DAVIS
		Richard K. Davis
		Chief Executive Officer

Dated: May 7, 2014



80		U. S. Bancorp

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Andrew Cecere, certify that:

(1)	I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

(a)

(b)

(c)

(d)

(5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



		/S/ ANDREW CECERE
		Andrew Cecere
		Chief Financial Officer

Dated: May 7, 2014



U. S. Bancorp		81

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of U.S. Bancorp, a Delaware corporation (the “Company”), do hereby certify that:

(1)	The Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


/S/ RICHARD K. DAVIS				/S/ ANDREW CECERE
Richard K. Davis				Andrew Cecere
Chief Executive Officer				Chief Financial Officer

Dated: May 7, 2014



82		U. S. Bancorp

First Class

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Corporate Information

Executive Offices

U.S. Bancorp

800 Nicollet Mall

Minneapolis, MN 55402

Common Stock Transfer Agent and Registrar

Computershare acts as our transfer agent and registrar, dividend paying agent and dividend reinvestment plan administrator, and maintains all shareholder records for the corporation. Inquiries related to shareholder records, stock transfers, changes of ownership, lost stock certificates, changes of address and dividend payment should be directed to the transfer agent at:

Computershare

P.O. Box 30170

College Station, TX 77842-3170

Phone: 888-778-1311 or 201-680-6578 (international calls)

Internet: www.computershare.com/investor

Registered or Certified Mail:

Computershare

211 Quality Circle, Suite 210

College Station, TX 77845

Telephone representatives are available weekdays from 8:00 a.m. to 6:00 p.m. Central Standard Time, and automated support is available 24 hours a day, 7 days a week. Specific information about your account is available on Computershare’s Investor Centre^TM website.

Independent Auditor

Ernst & Young LLP serves as the independent auditor for U.S. Bancorp’s financial statements.

Common Stock Listing and Trading

U.S. Bancorp common stock is listed and traded on the New York Stock Exchange under the ticker symbol USB.

Dividends and Reinvestment Plan

U.S. Bancorp currently pays quarterly dividends on our common stock on or about the 15th day of January, April, July and October, subject to approval by our Board of Directors. U.S. Bancorp shareholders can choose to participate in a plan that provides automatic reinvestment of dividends and/or optional cash purchase of additional shares of U.S. Bancorp common stock. For more information, please contact our transfer agent, Computershare.

Investor Relations Contact

Sean C. O’Connor, CFA

Senior Vice President, Investor Relations

sean.oconnor@usbank.com

Phone: 612-303-0778 or 866-775-9668

Financial Information

U.S. Bancorp news and financial results are available through our website and by mail.

Website For information about U.S. Bancorp, including news, financial results, annual reports and other documents filed with the Securities and Exchange Commission, access our home page on the internet at usbank.com, click on About U.S. Bank.

Mail At your request, we will mail to you our quarterly earnings, news releases, quarterly financial data reported on Form 10-Q,

Form 10-K and additional copies of our annual reports. Please contact:

U.S. Bancorp Investor Relations

800 Nicollet Mall

Minneapolis, MN 55402

investorrelations@usbank.com

Phone: 866-775-9668

Media Requests

Teri Charest

Vice President, Corporate Public Relations

teri.charest@usbank.com

Phone: 612-303-0732

Privacy

U.S. Bancorp is committed to respecting the privacy of our customers and safeguarding the financial and personal information provided to us. To learn more about the U.S. Bancorp commitment to protecting privacy, visit usbank.com and click on Privacy.

Code of Ethics

At U.S. Bancorp, we value high ethical standards above all else. Our ethical principles – integrity, respect, responsibility and good citizenship – guide everything we do. Demonstrating these principles through our words and actions is how we put the power of US to work for our employees, customers, shareholders and communities. Each year, every employee certifies compliance with the letter and spirit of our Code of Ethics and Business Conduct. For details about our Code of Ethics and Business Conduct, visit usbank.com and click on About U.S. Bank and Working at U.S. Bank.

Diversity and Inclusion

U.S. Bancorp and our subsidiaries are committed to developing and maintaining a workplace that reflects the diversity of the communities we serve. We value creating a culture of inclusion where individual differences are valued and respected, which enables us to innovate and drive business success. We support a work environment where each individual who shares the fundamental values of the Company has an opportunity to contribute and grow based on merit.

Equal Opportunity and Affirmative Action

U.S. Bancorp and our subsidiaries are committed to providing Equal Employment Opportunity to all employees and applicants for employment. In keeping with this commitment, employment decisions are made based on abilities, not race, color, religion, national origin or ancestry, gender, age, disability, veteran status, sexual orientation, marital status, gender identity or expression, genetic information or any other factors protected by law. The corporation complies with municipal, state and federal fair employment laws, including regulations applying to federal contractors.

U.S. Bancorp, including each of our subsidiaries, is an Equal Opportunity Employer committed to creating a diverse workforce.

Accessibility

U.S. Bancorp is committed to providing ready access to our products and services so all of our customers, including people with disabilities, can succeed financially. To learn more, visit usbank.com and click on Accessibility.

U.S. Bancorp

Member FDIC


		This report has been produced on recycled paper.