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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/18 US Bancorp/DE 10-K 12/31/17 195:26M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 292K
2: EX-10.39 Material Contract HTML 103K
3: EX-10.40 Material Contract HTML 88K
5: EX-13 Annual or Quarterly Report to Security Holders HTML 2.89M
6: EX-21 Subsidiaries List HTML 68K
7: EX-23 Consent of Experts or Counsel HTML 65K
8: EX-24 Power of Attorney HTML 69K
4: EX-12 Statement re: Computation of Ratios HTML 96K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 68K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 68K
11: EX-32 Certification -- §906 - SOA'02 HTML 63K
18: R1 Document and Entity Information HTML 92K
19: R2 Consolidated Balance Sheet HTML 170K
20: R3 Consolidated Balance Sheet (Parenthetical) HTML 84K
21: R4 Consolidated Statement of Income HTML 193K
22: R5 Consolidated Statement of Comprehensive Income HTML 101K
23: R6 Consolidated Statement of Shareholders' Equity HTML 136K
24: R7 Consolidated Statement of Cash Flows HTML 165K
25: R8 Significant Accounting Policies HTML 163K
26: R9 Accounting Changes HTML 72K
27: R10 Restrictions on Cash and Due from Banks HTML 66K
28: R11 Investment Securities HTML 163K
29: R12 Loans and Allowance for Credit Losses HTML 366K
30: R13 Leases HTML 73K
31: R14 Accounting for Transfers and Servicing of HTML 83K
Financial Assets and Variable Interest Entities
32: R15 Premises and Equipment HTML 71K
33: R16 Mortgage Servicing Rights HTML 110K
34: R17 Intangible Assets HTML 100K
35: R18 Deposits HTML 76K
36: R19 Short-Term Borrowings HTML 95K
37: R20 Long-Term Debt HTML 96K
38: R21 Shareholders' Equity HTML 190K
39: R22 Earnings Per Share HTML 78K
40: R23 Employee Benefits HTML 219K
41: R24 Stock-Based Compensation HTML 127K
42: R25 Income Taxes HTML 119K
43: R26 Derivative Instruments HTML 205K
44: R27 Netting Arrangements for Certain Financial HTML 134K
Instruments and Securities Financing Activities
45: R28 Fair Values of Assets and Liabilities HTML 289K
46: R29 Guarantees and Contingent Liabilities HTML 131K
47: R30 U.S. Bancorp (Parent Company) HTML 116K
48: R31 Subsequent Events HTML 66K
49: R32 Significant Accounting Policies (Policies) HTML 251K
50: R33 Significant Accounting Policies (Tables) HTML 223K
51: R34 Investment Securities (Tables) HTML 270K
52: R35 Loans and Allowance for Credit Losses (Tables) HTML 489K
53: R36 Leases (Tables) HTML 75K
54: R37 Accounting for Transfers and Servicing of HTML 68K
Financial Assets and Variable Interest Entities
(Tables)
55: R38 Premises and Equipment (Tables) HTML 71K
56: R39 Mortgage Servicing Rights (Tables) HTML 113K
57: R40 Intangible Assets (Tables) HTML 104K
58: R41 Deposits (Tables) HTML 76K
59: R42 Short-Term Borrowings (Tables) HTML 95K
60: R43 Long-Term Debt (Tables) HTML 98K
61: R44 Shareholders' Equity (Tables) HTML 200K
62: R45 Earnings Per Share (Tables) HTML 77K
63: R46 Employee Benefits (Tables) HTML 222K
64: R47 Stock-Based Compensation (Tables) HTML 129K
65: R48 Income Taxes (Tables) HTML 114K
66: R49 Derivative Instruments (Tables) HTML 199K
67: R50 Netting Arrangements for Certain Financial HTML 129K
Instruments and Securities Financing Activities
(Tables)
68: R51 Fair Values of Assets and Liabilities (Tables) HTML 270K
69: R52 Guarantees and Contingent Liabilities (Tables) HTML 98K
70: R53 U.S. Bancorp (Parent Company) (Tables) HTML 115K
71: R54 Loans and Allowance for Credit Losses - Commercial HTML 157K
Loans by Industry Group and Geography Excluding
Covered Loans (Detail)
72: R55 Loans and Allowance for Credit Losses - Commercial HTML 136K
Real Estate Loans by Property Type and Geography
Excluding Covered Loans (Detail)
73: R56 Investment Securities - Investment Securities HTML 227K
(Detail)
74: R57 Investment Securities - Investment Securities HTML 74K
(Parenthetical) (Detail)
75: R58 Loans and Allowance for Credit Losses - Summary of HTML 128K
Nonperforming Assets (Detail)
76: R59 Loans and Allowance for Credit Losses - Summary of HTML 100K
Change in Nonperforming Assets (Detail)
77: R60 Loans and Allowance for Credit Losses - Summary of HTML 70K
Change in Nonperforming Assets (Parenthetical)
(Detail)
78: R61 Shareholders' Equity - Regulatory Capital Ratios HTML 122K
(Detail)
79: R62 Significant Accounting Policies - Line of Business HTML 302K
Financial Performance (Detail)
80: R63 Significant Accounting Policies - Additional HTML 122K
Information (Detail)
81: R64 Restrictions on Cash and Due from Banks - HTML 67K
Additional Information (Detail)
82: R65 Investment Securities - Investment Securities HTML 101K
Held-to-Maturity (Detail)
83: R66 Investment Securities - Investment Securities HTML 111K
Available-for-Sale (Detail)
84: R67 Investment Securities - Investment Securities HTML 66K
Available-for-Sale (Parenthetical) (Detail)
85: R68 Investment Securities - Additional Information HTML 76K
(Detail)
86: R69 Investment Securities - Amount of Interest Income HTML 70K
from Taxable and Non-Taxable Investment Securities
(Detail)
87: R70 Investment Securities - Amount of Gross Gains and HTML 72K
Losses Realized through Sales of
Available-for-Sale Investment Securities (Detail)
88: R71 Investment Securities - Gross Unrealized Losses HTML 121K
and Fair Value of Company's Investment Securities
(Detail)
89: R72 Loans and Allowance for Credit Losses - HTML 112K
Composition of Loan Portfolio (Detail)
90: R73 Loans and Allowance for Credit Losses - Additional HTML 105K
Information (Detail)
91: R74 Loans and Allowance for Credit Losses - Changes in HTML 77K
Accretable Balance for Purchased Impaired Loans
(Detail)
92: R75 Loans and Allowance for Credit Losses - Activity HTML 110K
in Allowance for Credit Losses by Portfolio Class
(Detail)
93: R76 Loans and Allowance for Credit Losses - Additional HTML 133K
Detail of Allowance for Credit Losses and Related
Loan Balances by Portfolio Class (Detail)
94: R77 Loans and Allowance for Credit Losses - Summary of HTML 110K
Loans by Portfolio Class, Including Delinquency
Status of those that Continue to Accrue Interest
and are Nonperforming (Detail)
95: R78 Loans and Allowance for Credit Losses - Summary of HTML 70K
Loans by Portfolio Class, Including Delinquency
Status of those that Continue to Accrue Interest
and are Nonperforming (Parenthetical) (Detail)
96: R79 Loans and Allowance for Credit Losses - Summary of HTML 126K
Loans by Portfolio Class and Company's Internal
Credit Quality Rating (Detail)
97: R80 Loans and Allowance for Credit Losses - Summary of HTML 69K
Loans by Portfolio Class and Company's Internal
Credit Quality Rating (Parenthetical) (Detail)
98: R81 Loans and Allowance for Credit Losses - Summary of HTML 98K
Impaired Loans, which Include Nonaccrual and TDR
Loans, by Portfolio Class (Detail)
99: R82 Loans and Allowance for Credit Losses - Summary of HTML 67K
Impaired Loans, which Include Nonaccrual and TDR
Loans, by Portfolio Class (Parenthetical) (Detail)
100: R83 Loans and Allowance for Credit Losses - Impaired HTML 92K
Loans Average Recorded Investment and Interest
Income Recognized (Detail)
101: R84 Loans and Allowance for Credit Losses - Summary of HTML 97K
Loans Modified as TDRs (Detail)
102: R85 Loans and Allowance for Credit Losses - Summary of HTML 91K
Loans Modified as TDRs in the Past Twelve Months
that have Subsequently Defaulted (Detail)
103: R86 Loans and Allowance for Credit Losses - Carrying HTML 89K
Amount of Covered Assets (Detail)
104: R87 Leases - Components of Net Investment in HTML 76K
Sales-Type and Direct Financing Leases (Detail)
105: R88 Leases - Components of Net Investment in HTML 65K
Sales-Type and Direct Financing Leases
(Parenthetical) (Detail)
106: R89 Leases - Minimum Future Lease Payments to be HTML 77K
Received from Sales-Type and Direct Financing
Leases (Detail)
107: R90 Accounting for Transfers and Servicing of HTML 102K
Financial Assets and Variable Interest Entities -
Additional Information (Detail)
108: R91 Accounting for Transfers and Servicing of HTML 72K
Financial Assets and Variable Interest Entities -
Summary of Investments in Community Development
and Tax-advantaged VIEs (Detail)
109: R92 Premises and Equipment - Premises and Equipment HTML 83K
(Detail)
110: R93 Mortgage Servicing Rights - Additional Information HTML 70K
(Detail)
111: R94 Mortgage Servicing Rights - Changes in Fair Value HTML 78K
of Capitalized MSRs (Detail)
112: R95 Mortgage Servicing Rights - Sensitivity to Changes HTML 88K
in Interest Rates of the Fair Value of MSRs
Portfolio and Related Derivative Instruments
(Detail)
113: R96 Mortgage Servicing Rights - MSRs and Related HTML 107K
Characteristics by Portfolio (Detail)
114: R97 Intangible Assets - Intangible Assets (Detail) HTML 101K
115: R98 Intangible Assets - Aggregate Amortization Expense HTML 76K
(Detail)
116: R99 Intangible Assets - Estimated Amortization Expense HTML 75K
(Detail)
117: R100 Intangible Assets - Changes in Carrying Value of HTML 83K
Goodwill (Detail)
118: R101 Deposits - Composition of Deposits (Detail) HTML 80K
119: R102 Deposits - Maturities of Time Deposits Outstanding HTML 79K
(Detail)
120: R103 Short-Term Borrowings - Summary of Short-Term HTML 90K
Borrowings (Detail)
121: R104 Short-Term Borrowings - Summary of Short-Term HTML 68K
Borrowings (Parenthetical) (Detail)
122: R105 Long-Term Debt - Summary of Long-term Debt HTML 125K
(Detail)
123: R106 Long-Term Debt - Summary of Long-term Debt HTML 70K
(Parenthetical) (Detail)
124: R107 Long-Term Debt - Additional Information (Detail) HTML 67K
125: R108 Long-Term Debt - Maturities of Long-term Debt HTML 82K
Outstanding (Detail)
126: R109 Shareholders' Equity - Additional Information HTML 144K
(Detail)
127: R110 Shareholders' Equity - Number of Shares Issued and HTML 94K
Outstanding and Carrying Amount of Preferred Stock
(Detail)
128: R111 Shareholders' Equity - Number of Shares Issued and HTML 65K
Outstanding and Carrying Amount of Preferred Stock
(Parenthetical) (Detail)
129: R112 Shareholders' Equity - Common Stock Repurchased HTML 69K
(Detail)
130: R113 Shareholders' Equity - Reconciliation of HTML 111K
Transactions Affecting Accumulated Other
Comprehensive Income (Loss) Included in
Shareholders' Equity (Detail)
131: R114 Shareholders' Equity - Impact to Net Income for HTML 102K
Items Reclassified out of Accumulated Other
Comprehensive Income and into Earnings (Detail)
132: R115 Shareholders' Equity - Components of Company's HTML 105K
Regulatory Capital (Detail)
133: R116 Earnings Per Share - Components of Earnings Per HTML 93K
Share (Detail)
134: R117 Earnings Per Share - Additional Information HTML 68K
(Detail)
135: R118 Employee Benefits - Additional Information HTML 110K
(Detail)
136: R119 Employee Benefits - Summary of Changes in HTML 138K
Projected Benefit Obligation, Plan Assets, Funded
Status, Amounts Recognized in Consolidated Balance
Sheet and Accumulated Other Comprehensive Income
(Loss) (Detail)
137: R120 Employee Benefits - Summary of Changes in HTML 67K
Projected Benefit Obligation, Plan Assets, Funded
Status, Amounts Recognized in Consolidated Balance
Sheet and Accumulated Other Comprehensive Income
(Loss) (Parenthetical) (Detail)
138: R121 Employee Benefits - Pension Plans with Benefit HTML 77K
Obligations in Excess of Plan Assets (Detail)
139: R122 Employee Benefits - Components of Net Periodic HTML 100K
Benefit Cost and Other Amounts Recognized in
Accumulated Other Comprehensive Income (Loss)
(Detail)
140: R123 Employee Benefits - Components of Net Periodic HTML 72K
Benefit Cost and Other Amounts Recognized in
Accumulated Other Comprehensive Income (Loss)
(Parenthetical) (Detail)
141: R124 Employee Benefits - Weighted Average Assumptions HTML 84K
to Determine Projected Benefit Obligations
(Detail)
142: R125 Employee Benefits - Weighted Average Assumptions HTML 79K
to Determine Projected Benefit Obligations
(Parenthetical) (Detail)
143: R126 Employee Benefits - Weighted Average Assumptions HTML 90K
Used to Determine Net Periodic Benefit Cost
(Detail)
144: R127 Employee Benefits - Weighted Average Assumptions HTML 84K
Used to Determine Net Periodic Benefit Cost
(Parenthetical) (Detail)
145: R128 Employee Benefits - Summary of Plan Investment HTML 123K
Assets Measured at Fair Value (Detail)
146: R129 Employee Benefits - Summary of Plan Investment HTML 74K
Assets Measured at Fair Value (Parenthetical)
(Detail)
147: R130 Employee Benefits - Summarizes Changes for HTML 73K
Qualified Pension Plan Investment Assets Measured
at Fair Value Using Significant Unobservable
Inputs (Level 3) (Detail)
148: R131 Employee Benefits - Expected Future Benefit HTML 85K
Payments (Detail)
149: R132 Stock-Based Compensation - Additional Information HTML 84K
(Detail)
150: R133 Stock-Based Compensation - Summary of Stock HTML 101K
Options Outstanding and Exercised Under Prior and
Existing Stock Incentive Plans (Detail)
151: R134 Stock-Based Compensation - Weighted-Average HTML 76K
Estimated Fair Value of Stock Options Granted and
Assumptions Utilized by Company for Newly Issued
Grants (Detail)
152: R135 Stock-Based Compensation - Summary of Certain HTML 73K
Stock Option Activity (Detail)
153: R136 Stock-Based Compensation - Stock Options HTML 116K
Outstanding Additional Information (Detail)
154: R137 Stock-Based Compensation - Summary of Company's HTML 87K
Restricted Shares of Stock and Unit Awards
(Detail)
155: R138 Income Taxes - Components of Income Tax Expense HTML 85K
(Detail)
156: R139 Income Taxes - Additional Information (Detail) HTML 86K
157: R140 Income Taxes - Reconciliation of Expected Income HTML 89K
Tax Expense at Federal Statutory Rate of 35
Percent to Company's Applicable Income Tax Expense
(Detail)
158: R141 Income Taxes - Reconciliation of Expected Income HTML 72K
Tax Expense at Federal Statutory Rate of 35
Percent to Company's Applicable Income Tax Expense
(Parenthetical) (Detail)
159: R142 Income Taxes - Reconciliation of Changes in HTML 75K
Federal, State and Foreign Unrecognized Tax
Position Balances (Detail)
160: R143 Income Taxes - Significant Components of the HTML 116K
Company's Net Deferred Tax Asset (Liability)
(Detail)
161: R144 Derivative Instruments - Additional Information HTML 97K
(Detail)
162: R145 Derivative Instruments - Asset and Liability HTML 131K
Management Derivative Positions of Company
(Detail)
163: R146 Derivative Instruments - Asset and Liability HTML 80K
Management Derivative Positions of Company
(Parenthetical) (Detail)
164: R147 Derivative Instruments - Customer-Related HTML 112K
Derivative Positions of Company (Detail)
165: R148 Derivative Instruments - Summary of Effective HTML 79K
Portion of Gains (Losses) Recognized in Other
Comprehensive Income (Loss) and Gains (Losses)
Reclassified from Other Comprehensive Income
(Loss) into Earnings (Detail)
166: R149 Derivative Instruments - Summary of Gains (Losses) HTML 108K
Recognized in Earnings for Fair Value Hedges,
Other Economic Hedges and Customer-Related
Positions (Detail)
167: R150 Derivative Instruments - Summary of Gains (Losses) HTML 70K
Recognized in Earnings for Fair Value Hedges,
Other Economic Hedges and Customer-Related
Positions (Parenthetical) (Detail)
168: R151 Netting Arrangements for Certain Financial HTML 70K
Instruments and Securities Financing Activities -
Additional Information (Detail)
169: R152 Netting Arrangements for Certain Financial HTML 92K
Instruments and Securities Financing Activities -
Summary of Maturities by Category of Collateral
Pledged for Repurchase Agreements and Securities
Loaned Transactions (Detail)
170: R153 Netting Arrangements for Certain Financial HTML 129K
Instruments and Securities Financing Activities -
Information on Company's Accounting Netting
Adjustments and Items Not Offset in Consolidated
Balance Sheet Assets But Available for Offset in
Event of Default (Detail)
171: R154 Netting Arrangements for Certain Financial HTML 69K
Instruments and Securities Financing Activities -
Information on Company's Accounting Netting
Adjustments and Items Not Offset in Consolidated
Balance Sheet Assets But Available for Offset in
Event of Default (Parenthetical) (Detail)
172: R155 Netting Arrangements for Certain Financial HTML 126K
Instruments and Securities Financing Activities -
Information on Company's Accounting Netting
Adjustments and Items Not Offset in Consolidated
Balance Sheet Liabilities But Available for Offset
in Event of Default (Detail)
173: R156 Netting Arrangements for Certain Financial HTML 69K
Instruments and Securities Financing Activities -
Information on Company's Accounting Netting
Adjustments and Items Not Offset in Consolidated
Balance Sheet Liabilities But Available for Offset
in Event of Default (Parenthetical) (Detail)
174: R157 Fair Values of Assets and Liabilities - Additional HTML 82K
Information (Detail)
175: R158 Fair Values of Assets and Liabilities - Valuation HTML 76K
Assumption Ranges for MSRs (Detail)
176: R159 Fair Values of Assets and Liabilities - Valuation HTML 74K
Assumption Ranges for Derivative Commitments
(Detail)
177: R160 Fair Values of Assets and Liabilities - Balances HTML 169K
of Assets and Liabilities Measured at Fair Value
on Recurring Basis (Detail)
178: R161 Fair Values of Assets and Liabilities - Changes in HTML 143K
Fair Value for All Assets and Liabilities Measured
at Fair Value on Recurring Basis Using Significant
Unobservable Inputs (Level 3) (Detail)
179: R162 Fair Values of Assets and Liabilities - Changes in HTML 81K
Fair Value for All Assets and Liabilities Measured
at Fair Value on Recurring Basis Using Significant
Unobservable Inputs (Level 3) (Parenthetical)
(Detail)
180: R163 Fair Values of Assets and Liabilities - Adjusted HTML 71K
Carrying Values for Assets Measured at Fair Value
on Nonrecurring Basis (Detail)
181: R164 Fair Values of Assets and Liabilities - Losses HTML 71K
Recognized Related to Nonrecurring Fair Value
Measurements of Individual Assets or Portfolios
(Detail)
182: R165 Fair Values of Assets and Liabilities - HTML 83K
Differences Between Aggregate Fair Value Carrying
Amount of MLHFS for which Fair Value Option has
been Elected and Aggregate Unpaid Principal Amount
Contractually Obligated to Receive at Maturity
(Detail)
183: R166 Fair Values of Assets and Liabilities - Estimated HTML 114K
Fair Values of Financial Instruments (Detail)
184: R167 Guarantees and Contingent Liabilities - Additional HTML 151K
Information (Detail)
185: R168 Guarantees and Contingent Liabilities - Contract HTML 90K
or Notional Amounts of Unfunded Commitments to
Extend Credit (Detail)
186: R169 Guarantees and Contingent Liabilities - Future HTML 104K
Minimum Payments Under Capital Leases and
Noncancelable Operating Leases (Detail)
187: R170 Guarantees and Contingent Liabilities - Summary of HTML 87K
Other Guarantees and Contingent Liabilities
(Detail)
188: R171 Guarantees and Contingent Liabilities - Contract HTML 74K
or Notional Amount of Letters of Credit (Detail)
189: R172 U.S. Bancorp (Parent Company) - Condensed HTML 107K
Statement of Financial Position of Parent Company
Only (Detail)
190: R173 U.S. Bancorp (Parent Company) - Condensed Income HTML 104K
Statement of Parent Company Only (Detail)
191: R174 U.S. Bancorp (Parent Company) - Condensed HTML 134K
Statement of Cash Flows of Parent Company Only
(Detail)
192: R175 U.S. Bancorp (Parent Company) - Additional HTML 66K
Information (Detail)
194: XML IDEA XML File -- Filing Summary XML 400K
193: EXCEL IDEA Workbook of Financial Reports XLSX 276K
12: EX-101.INS XBRL Instance -- usb-20171231 XML 9.22M
14: EX-101.CAL XBRL Calculations -- usb-20171231_cal XML 710K
15: EX-101.DEF XBRL Definitions -- usb-20171231_def XML 2.29M
16: EX-101.LAB XBRL Labels -- usb-20171231_lab XML 4.12M
17: EX-101.PRE XBRL Presentations -- usb-20171231_pre XML 3.26M
13: EX-101.SCH XBRL Schema -- usb-20171231 XSD 635K
195: ZIP XBRL Zipped Folder -- 0001193125-18-053893-xbrl Zip 687K
| EX-10.39 |
Exhibit 10.39
NOTE: This Performance Restricted Stock Unit Award Agreement is applicable to performance restricted stock unit awards made to members of the Managing Committee (“Participants”) of U.S. Bancorp (the “Company”) on and after January 1, 2018. These performance restricted stock unit awards have the terms and conditions set forth in (a) each Participant’s grant detail (the “Grant Detail”), which can be accessed on the Fidelity Website at www.netbenefits.com (or the website of any other stock plan administrator selected by the Company in the future), and (b) the form of Exhibit A hereto (which will be completed to include all information called for therein) (the “Completed Exhibit A”) provided to such Participant as soon as administratively feasible following the date on which the award is made. The Grant Detail may be viewed at any time on this Website, and the Grant Detail may also be printed out. In addition to the individual terms and conditions set forth in the Grant Detail and the Completed Exhibit A, each performance restricted stock unit award will have the terms and conditions set forth in the form of Performance Restricted Stock Unit Award Agreement below. As a condition of each performance restricted stock unit award, Participant accepts the terms and conditions of the Performance Restricted Stock Unit Award Agreement, the Grant Detail and the Completed Exhibit A.
U.S. BANCORP
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT, together with the Grant Detail and the Completed Exhibit A which are incorporated herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). The grant of this performance restricted stock unit award is made pursuant to the Company’s 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the “Plan”) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.
The Company and Participant agree as follows:
1. Award
Subject to the terms and conditions of the Plan and the Agreement, the Company grants to Participant a performance restricted stock unit award entitling Participant to the number of performance restricted stock units (the “Units”) equal to the “Target Award Number” set forth in Participant’s Grant Detail (such number of units, the “Target Award Number”). The Target Award Number shall be adjusted upward or downward as provided in the Completed Exhibit A. The number of Units that Participant will receive under the Agreement, after giving effect to such adjustment, is referred to herein as the “Final Award Number.” Each Unit represents the right to receive one share of Common Stock, subject to the vesting requirements and distribution provisions of the Agreement and the terms of the Plan. The shares of Common Stock distributable to Participant with respect to the Units granted hereunder are referred to as the “Shares.” Participant’s Grant Detail sets forth the date of grant of this award (the “Grant Date”). The Completed Exhibit A sets forth (a) the performance period over which the Final Award Number will be determined (the “Performance Period”), and (b) the date on which the Final Award Number will be determined (the “Determination Date”).
2. Vesting; Forfeiture
(a) Time-Based Vesting Conditions. Subject to the terms and conditions of the Agreement, if the Participant remains continuously employed by the Company or an Affiliate of the Company through the Vesting Date as set forth in the Participant’s Grant Detail at the time of grant (the “Scheduled Vesting Date”), the number of Units equal to the Final Award Number shall become vested on the Scheduled Vesting Date. and will be settled and Shares delivered in accordance with Section 3(a), provided that Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant. Except as otherwise provided in the Agreement, if Participant ceases to be an employee of the Company and its Affiliates prior to the Scheduled Vesting Date, all Units that have not become vested previously shall be immediately and irrevocably forfeited.
(b) Continued Vesting Upon Separation From Service Due to Retirement. Notwithstanding Section 2(a), if Participant has a Separation From Service (as defined in Section 10) with the Company or any Affiliate by reason Retirement (as defined in Section 10), prior to the Scheduled Vesting Date, and provided such Separation From Service is not a Qualifying Termination, the Units shall not be forfeited, but rather, the Participant’s Target Award Number will be adjusted by pro-rating as follows. The Participant’s Target Award Number will be adjusted by dividing the number of days during the Performance Period prior to Participant’s Separation From Service by the total number of days in the Performance Period. The resulting number will be the Participant’s “Pro-rated Target Award Number”. Following the end of the Performance Period, Participant’s Pro-rated Target Award Number will be adjusted upward or downward as provided in the Completed Exhibit A to determine Participant’s Final Award Number. Subject to the terms of the Agreement, including Section 2(f) hereof, and provided that Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, the number of Units equal to the Final Award will be settled and Shares delivered in accordance with Section 3(a).
(c) Continued Vesting Following Death or Disability. If Participant ceases to be an employee by reason of death, or if Participant has a Separation From Service by reason of Disability (as defined in Section 10) prior to the Scheduled Vesting Date, then the Units shall not be forfeited. Rather, the Target Award Number will be eligible to become vested following the end of the Performance Period, subject to adjustment upward or downward as provided in the Completed Exhibit A to determine Participant’s Final Award Number. Subject to the terms of the Agreement, including Section 2(f) hereof, and provided the Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, the number of Units equal to the Final Award will be settled and Shares delivered in accordance with Section 3(a).
(d) Continued Vesting Following a Qualifying Termination. Notwithstanding the vesting provisions contained in Section 2(a) and 2(b) above, but subject to the other terms and conditions of the Agreement, if Participant experiences a Qualifying Termination (as defined in Section 10) prior to the Scheduled Vesting Date, then the Units shall not be forfeited, but rather the Target Award Number will be eligible to become vested following the end of the Performance Period, subject to adjustment upward or downward as provided in the Completed Exhibit A to determine Participant’s Final Award Number. Subject to the terms of the Agreement, including Section 2(f) hereof, and provided the Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, the number of Units equal to the Final Award will be settled and Shares delivered in accordance with Section 3(b). Notwithstanding the foregoing, if in connection with a Change in Control the Units are adjusted, or units in the acquiring or surviving entity are substituted for the Units, or the Plan is terminated, in each case as permitted under the Plan and in accordance with Section 409A, then the terms of such adjustment, substitution or plan termination will govern the treatment of the Units.
(e) Forfeiture on Termination of Employment for Cause and on Breach of Confidentiality Agreement. If Participant violates the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, all Units that have not been settled (and Shares delivered) previously shall be immediately and irrevocably forfeited. If Participant’s employment with the Company is terminated for Cause, all Units that have not been settled (and Shares delivered) previously shall be immediately and irrevocably forfeited. Upon forfeiture, Participant shall have no rights relating to the forfeited Units (including, without limitation, any rights to receive a distribution of Shares with respect to the Units and the right to receive Dividend Equivalents).
-2-
(f) Special Risk-Related Cancellation Provisions. Notwithstanding any other provision of the Agreement, if at any time subsequent to the Grant Date the Committee determines, in its sole discretion, that Participant has (i) failed to comply with Company policies and procedures, including the Code of Ethics and Business Conduct, (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, or (iv) engaged in activity resulting in a significant or material control deficiency under the Sarbanes-Oxley Act of 2002, and such failure, violation, misconduct or activity (A) demonstrates an Inadequate Sensitivity (as defined below) to the inherent risks of Participant’s business line or functional area, and (B) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Participant’s business line or functional area, all or part of the Units granted under the Agreement that have not been settled (and Shares delivered) at the time of such determination may be cancelled, and, if so cancelled, Participant will have no rights with respect to the Units. “Inadequate Sensitivity” means Participant has engaged in imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken.
3. Distribution of Shares with Respect to Units
Subject to the terms of the Agreement, following the vesting of Units and following the payment of any applicable withholding taxes pursuant to Section 7 hereof, the Company shall cause to be issued and delivered to Participant (including through book entry) Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, as follows:
(a) General Rule. As soon as administratively feasible following the Scheduled Vesting Date (but in no event later than December 31st of the year in which such Scheduled Vesting Date occurs), all Shares issuable pursuant to Units that become vested in accordance with Sections 2(a) through 2(c) hereof shall be distributed to Participant, or in the event of Participant’s death, to the representatives of Participant or to any Person to whom the Units have been transferred by will or the applicable laws of descent and distribution.
(b) Qualifying Termination Distributions. Except as otherwise provided in this Section 3(b), as soon as administratively feasible following the Scheduled Vesting Date (but in no event later than December 31st of the year in which such Scheduled Vesting Date occurs), all Shares issuable pursuant to Units that become vested in accordance with Sections 2(d) hereof shall be distributed to Participant, or in the event of Participant’s death, to the representatives of Participant or to any Person to whom the Units have been transferred by will or the applicable laws of descent and distribution. Notwithstanding the foregoing, if in connection with a Change in Control the Units are adjusted, or units in the acquiring or surviving entity are substituted for the Units, or the Plan is terminated, in each case as permitted under the Plan and in accordance with Section 409A, then the terms of such adjustment, substitution or plan termination will govern the treatment of the Units, including the time and manner of settlement of the Units.
In the event that the number of Shares distributable pursuant to this Section 3 is a number that is not a whole number, then the number of Shares distributed shall be rounded down to the nearest whole number.
4. Rights as Shareholder; Dividend Equivalents
Prior to the distribution of Shares with respect to Units pursuant to Section 3 above, Participant shall not have ownership or rights of ownership of any Shares underlying the Units; provided, however, that Participant shall be entitled to accrue cash Dividend Equivalents on outstanding Units (i.e. Units that have not been forfeited or settled), whether vested or unvested, if cash dividends on the Common Stock are declared by the Board on or after the Grant Date. Prior to the Determination Date, Participant will accrue cash Dividend Equivalents on Units equal to the Target Award Number. Specifically, when cash dividends are paid with respect to a share of outstanding Common Stock, an amount of cash per Unit equal to the cash dividend paid with respect to a share of outstanding Common Stock will be accrued with respect to each Unit in Participant’s Target Award Number. On the Determination Date, the dollar amount of Participant’s cumulative accrued Dividend Equivalents as of the Determination Date will be multiplied by Participant’s Target Award Number Percentage to determine the amount of cash Dividend Equivalents that will be paid to Participant. Dividend Equivalents will be paid in cash on the date on which the underlying Units giving rise to the Dividend Equivalents are settled and paid out. The Dividend Equivalents shall be treated as earnings on, and as a separate amount from, the Units for purposes of Section 409A of the Code.
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5. Restriction on Transfer
Except for transfers by will or the applicable laws of descent and distribution, the Units cannot be sold, assigned, transferred, gifted, pledged, or in any manner encumbered, alienated, attached or disposed of, and any purported sale, assignment, transfer, gift, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company. No such attempt to transfer the Units, whether voluntary or involuntary, by operation of law or otherwise (except by will or laws of descent and distribution), shall vest the purported transferee with any interest or right in or with respect to the Units or the Shares issuable with respect to the Units.
6. Securities Law Compliance
The delivery of all or any of the Shares in accordance with this Award shall be effective only at such time that the issuance of such Shares will not violate any state or federal securities or other laws. The Company is under no obligation to effect any registration of the Shares under the Securities Act of 1933 or to effect any state registration or qualification of the Shares. The Company may, in its sole discretion, delay the delivery of the Shares or place restrictive legends on such Shares in order to ensure that the issuance of any Shares will be in compliance with federal or state securities laws and the rules of the New York Stock Exchange or any other exchange upon which the Company’s Common Stock is traded.
7. Income Tax Withholding
In order to comply with all applicable federal, state, local and foreign income and payroll tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Without limiting the foregoing, the Company may, but is not obligated to, permit or require the satisfaction of tax withholding obligations through net Share settlement at the time of delivery of Shares (i.e. the Company withholds a portion of the Shares otherwise to be delivered with a Fair Market Value, as such term is defined in the Plan, equal to the amount of such taxes, but only to the extent necessary to satisfy certain statutory withholding requirements to avoid adverse accounting treatment under ASC 718) or through an open market sale of Shares otherwise to be delivered, in each case pursuant to such rules and procedures as may be established by the Company.
8. Miscellaneous
(a) The Agreement is issued pursuant to the Plan and is subject to its terms. The Plan is available for inspection during business hours at the principal office of the Company. In addition, the Plan may be viewed on the Fidelity Website at www.netbenefits.com (or the website of any other stock plan administrator selected by the Company in the future).
(b) The Agreement shall not confer on Participant any right with respect to continuance of employment with the Company or any Affiliate, nor will it interfere in any way with the right of the Company or any Affiliate to terminate such employment at any time.
(c) Participant acknowledges that the grant, vesting or any payment with respect to this Award, and the sale or other taxable disposition of the Shares issued with respect to the Units hereunder may have tax consequences pursuant to the Code or under local, state or international tax laws. It is intended that the Award shall comply with Section 409A of the Code, and the provisions of the Agreement and the Plan shall be construed and administered accordingly. Any amendment or modification of the Award (to the extent permitted under the terms of the Plan), will be undertaken in a manner intended to comply with Section 409A, to the extent applicable. Notwithstanding the foregoing, there is no guaranty or assurance as to the tax treatment of the Award. Participant acknowledges that Participant is relying solely and exclusively on Participant’s own professional tax and investment advisors with respect to any and all such matters (and is not relying, in any manner, on the Company or any of its employees or representatives). Participant understands and agrees that any and all tax consequences resulting from the Award and its grant, vesting, amendment, or any payment with respect thereto, and the sale or other taxable disposition of the Shares acquired pursuant to the Award, is solely and exclusively the responsibility of Participant without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse Participant for such taxes or other items.
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9. Venue
Any claim or action brought with respect to this Award shall be brought in a federal or state court located in Minneapolis, Minnesota.
10. Definitions
For purposes of the Agreement, the following terms shall have the definitions as set forth below:
(a) “Change in Control” shall have the meaning ascribed to it in the Plan, but only if the event or circumstances constituting such change in control also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code.
(b) “Disability” means leaving active employment and qualifying for and receiving disability benefits under the Company’s long-term disability programs as in effect from time to time.
(c) “Qualifying Termination” means:
(A) Participant’s Separation From Service with the Company and its Affiliates as a result of the Company’s termination of Participant’s employment for any reason other than Cause within 12 months following a Change in Control, provided that such a termination will not be a Qualifying Termination if: i) the Company has notified the Participant in writing more than 30 days prior to the Announcement Date that Participant’s employment is not expected to continue for more than 12 months following the date of such notification, and Participant’s employment is in fact terminated within such 12 month period; or ii) Participant has announced in writing, prior to the date the Company provides a Notice of Termination to Participant, that Participant intends to terminate his or her employment; or
(B) Participant’s Separation From Service with the Company and its Affiliates (other than as a result of Participant’s termination of employment by the Company for Cause) within 12 months following a Change in Control, if, at the time of such Separation From Service, Participant is age 55 or older and has had 10 or more years of employment with the Company or its Affiliates following such Participant’s most recent date of hire by the Company or its Affiliates.
For purposes of this definition, the term Company shall be deemed to include any Person that has assumed this Award (or provided a substitute award to Participant) in connection with a Change in Control.
(d) “Retirement” means a Separation From Service with the Company and its affiliates (other than for Cause) by a Participant who is age 55 or older and has had 10 or more years of employment with the Company or its Affiliates following such Participant’s most recent date of hire by the Company or its Affiliates.
(e) “Separation From Service” means a Participant’s separation from service with the Company and its affiliates, as determined under Treasury Regulation section 1.409A-1(h)(1), provided, that the term “affiliate” shall mean a business entity which is affiliated in ownership with the Company and that is treated as a single employer under the rules of section 414(b) and (c) of the Code (applying the eighty percent common ownership standard).
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EXHIBIT A
TO
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
This Exhibit A to the Performance Restricted Stock Unit Award Agreement sets forth the manner in which the Final Award Number will be determined for each Participant.
Definitions
Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan, the Performance Restricted Stock Unit Award Agreement and Participant’s Grant Detail. The following terms used in the text of this Exhibit A and in the ROE Performance Matrix shall have the meanings set forth below:
“Company ROE Maximum” means ____%.
“Company ROE Minimum” means ____%.
“Company ROE Result” means the ROE achieved by the Company during the Performance Period.
“Company ROE Target” means ____%.
“Determination Date” means the date on which the Final Award Number is determined, which date shall not be later than 45 days after the last day of the Performance Period.
“Final Award Number” means the “Final Award Number” determined in accordance with this Exhibit A.
“Peer Group Companies” means the following companies: ____________________________________.
“Peer Group ROE Ranking Maximum” means the ____ percentile.
“Peer Group ROE Ranking Minimum” means the ____ percentile.
“Peer Group ROE Ranking Target” means the ____ percentile.
“Peer Group ROE” means the ROE achieved by the Peer Group Companies during the Performance Period.
“Peer Group ROE Ranking” means the percentile rank of the Company ROE Result relative to Peer Group ROE.
“Performance Period” means the period commencing on January 1, 20__ and ending December 31, 20__.
“ROE” means (a) net income applicable to the common shareholders of a company during the Performance Period, divided by (b) that company’s average common shareholders’ equity during the Performance Period.
“ROE Performance Matrix” means the ROE Performance Matrix set forth in this Exhibit A.
“Target Award Number” means the “Target Award Number” set forth in a Participant’s Grant Detail.
“Target Award Number Percentage” means the “Target Award Number Percentage” determined in accordance with the ROE Performance Matrix and the related rules set forth in this Exhibit A.
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Determination of Final Award Number
Each Participant has been granted a number of Units equal to the Target Award Number. The Target Award Number will be adjusted upward or downward depending on (a) whether the Company ROE Result is greater or less than the Company ROE Target, and (b) the Peer Group ROE Ranking. The Final Award Number for each Participant will be determined by multiplying (i) the Target Award Number Percentage by (ii) the Target Award Number. The Target Award Number Percentage will be determined in accordance with the following ROE Performance Matrix and the related rules below:
ROE PERFORMANCE MATRIX
| Company Result (Vertical |
Target Award Number Percentage | |||||||||||||
| Company ROE Maximum (__%) or more | 75 | % | 125 | % | 150 | % | ||||||||
| Company ROE Target (___%) | 50 | % | 100 | % | 125 | % | ||||||||
| Company ROE Minimum (___%) or less (but greater than zero) | 25 | % | 50 | % | 75 | % | ||||||||
| Company ROE is 0% or less | 0 | % | 0 | % | 0 | % | ||||||||
| Peer Group ROE Ranking Minimum or below |
Peer Group ROE Ranking Target |
Peer Group ROE Ranking Maximum or above |
||||||||||||
| |
Peer Group ROE Ranking (Horizontal Axis) |
| ||||||||||||
In determining the Target Award Number Percentage in accordance with the ROE Performance Matrix, the following rules will apply:
| • | If the Company ROE Result is greater than the Company ROE Minimum and less than the Company ROE Target, the Target Award Number Percentage on the vertical axis will be determined by interpolation of the Company ROE Result between the Company ROE Minimum and the Company ROE Target. |
| • | If the Company ROE Result is greater than the Company ROE Target and less than the Company ROE Maximum, the Target Award Number Percentage on the vertical axis will be determined by interpolation of the Company ROE Result between the Company ROE Target and the Company ROE Maximum. |
| • | If the Peer Group ROE Ranking is greater than the Peer Group ROE Ranking Minimum and less than the Peer Group ROE Ranking Target, the Target Award Number Percentage on the horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between the Peer Group ROE Minimum and the Peer Group ROE Target. |
| • | If the Peer Group ROE Ranking is greater than the Peer ROE Group Ranking Target and less than the Peer Group ROE Ranking Maximum, the Target Award Number Percentage on the horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between the Peer Group ROE Target and the Peer Group ROE Maximum. |
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| • | After the Target Award Number Percentage on each of the vertical axis and horizontal axis has been determined, the actual Target Award Number Percentage will be determined by interpolation of the data points (i.e., the percentages) set forth in the ROE Performance Matrix. |
| • | In no event shall the Target Award Number Percentage be greater than 150.0%. |
The Final Award Number for each Participant shall be determined by the Committee on the Determination Date. The Grant Detail of each Participant shall be amended to reflect the Final Award Number as soon as administratively feasible after the Final Award Number for such Participant is determined.
Committee Determinations
The Committee shall make all determinations necessary to arrive at the Final Award Number for each Participant. The Committee shall determine the Company ROE Result by reference to the Company’s audited financial statements as of and for the year ending on the last day of the Performance Period. The Committee shall determine the Peer Group ROE Ranking by reference to publicly available financial information regarding the Peer Companies. Any determination by the Committee pursuant to this Exhibit A will be binding upon each Participant and the Company.
No Fractional Units
In the event the Final Award Number is a number of Units that is not a whole number, then the Final Award Number shall be rounded down to the nearest whole number.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/22/18 | 4 | ||
| 1/1/18 | ||||
| For Period end: | 12/31/17 | 11-K, 13F-HR | ||
| 4/21/15 | 8-K, DEF 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 U.S. Bancorp 10-K 12/31/23 186:32M 2/27/23 U.S. Bancorp 10-K 12/31/22 196:31M Donnelley … Solutions/FA 2/22/22 U.S. Bancorp 10-K 12/31/21 188:33M Donnelley … Solutions/FA 2/23/21 U.S. Bancorp 10-K 12/31/20 192:34M Donnelley … Solutions/FA |