Current Report Filing (8-k)
December 09 2020 - 9:07AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
December 9, 2020
(Date of earliest
event reported)
U.S.
BANCORP
(Exact name of registrant
as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
1-6880
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41-0255900
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(Commission file number)
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(IRS Employer Identification No.)
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800
Nicollet Mall
Minneapolis,
Minnesota 55402
(Address of principal
executive offices, including zip code)
(651)
466-3000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol
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Name
of each exchange on which registered
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Common Stock, $.01 par value per share
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USB
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New York Stock Exchange
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Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrA
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrH
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrM
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrO
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrP
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrQ
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New York Stock Exchange
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0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024
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USB/24B
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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¨
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Emerging
growth company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01. Other Events.
On December 9, 2020, in accordance with
the Deposit Agreement, dated as of May 2, 2013, by and among U.S. Bancorp, a Delaware corporation (the “Company”),
U.S. Bank National Association (the “Depositary”) and the holders of depositary receipts issued thereunder from time
to time, the Company provided notice to the Depositary to redeem, on January 15, 2021, all 20,000 outstanding shares of its Series
H Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Series H Preferred Stock”), and the corresponding
depositary shares, each representing a 1/1,000th interest in a share of the Series H Preferred Stock (the “Series H Depositary
Shares”). The Series H Preferred Stock will be redeemed at a redemption price per share equal to $25,000 (equivalent to
$25 per Series H Depositary Share). Because the redemption date is also a dividend payment date, the redemption price does not
include any declared and unpaid dividends. The regular quarterly dividend, in an amount equal to $321.88 per share of Series H
Preferred Stock (equivalent to $0.32188 per Series H Depositary Share), for the full current quarterly dividend period from, and
including, October 15, 2020 to, but excluding, January 15, 2021 will be paid separately in the customary manner on January 15,
2021 to holders of record on December 31, 2020.
A copy of the press release announcing
the redemption is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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U.S. BANCORP
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Date: December 9, 2020
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By:
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/s/ James L. Chosy
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Name:
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James L. Chosy
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Title:
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Senior Executive Vice President and General
Counsel
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