As filed with the Securities and Exchange Commission on April 21, 2017
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. Bancorp |
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Delaware |
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41-0255900 |
(Exact name of registrant As |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
800 Nicollet Mall |
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James L. Chosy, Esq. |
(Address, including zip code, and telephone number, |
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(Name, address and telephone number, including area |
Copy to:
James J. Barresi, Esq.
Squire Patton Boggs (US) LLP
221 E. 4th Street, Suite 2900
Cincinnati, Ohio 45202
(513) 361-1200
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
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(Do not check if a |
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Emerging growth company o |
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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Senior Notes |
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Subordinated Notes |
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Common Stock |
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Preferred Stock |
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Depositary Shares |
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Debt Warrants (4) |
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Equity Warrants (5) |
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Units (6) |
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Purchase Contracts |
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Total: |
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(1) The securities of each class may be offered and sold by the Registrant and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from the Registrant, or from one or more underwriters, dealers or agents.
(2) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis.
(3) This registration statement also covers an indeterminate amount of registered securities that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrant. Pursuant to Rule 457(q) under the Securities Act, no filing fee is required for the registration of an indeterminate amount of securities to be offered in such market-making transactions. All such market making reoffers and resales of these securities that are made pursuant to a registration statement after the effectiveness of this registration statement are being made solely pursuant to this registration statement.
(4) Debt Warrants will represent rights to purchase debt securities registered hereby. Because the Debt Warrants will provide a right only to purchase the debt securities offered hereunder, no additional registration fee is required for the Debt Warrants.
(5) Equity Warrants will represent rights to purchase equity securities registered hereby. Because the Equity Warrants will provide a right only to purchase the equity securities offered hereunder, no additional registration fee is required for the Equity Warrants.
(6) Any registered securities may be sold separately or as Units with other registered securities. Units may consist of two or more securities in any combination, which may or may not be separable from one another. Each Unit will be issued under a unit agreement. Because Units will consist of securities registered hereunder, no additional registration fee is required for the Units.
Explanatory Note
This Registration Statement contains:
· a base prospectus to be used by U.S. Bancorp and/or one or more selling securityholders to be identified in the future in connection with offerings of its senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, units and purchase contracts; and
· a market-making prospectus intended for use by affiliates of U.S. Bancorp, including U.S. Bancorp Investments, Inc., in connection with offers and sales related to the secondary market transactions in senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, units and purchase contracts of U.S. Bancorp that were initially registered, and were initially offered and sold, under registration statements previously filed by U.S. Bancorp.
The base prospectus also may be used by affiliates of U.S. Bancorp, including U.S. Bancorp Investments, Inc., in market-making transactions in the securities described therein after they are initially offered and sold.
PROSPECTUS
U.S. BANCORP
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000
U.S. Bancorp
Senior Notes
Subordinated Notes
Common Stock
Preferred Stock
Depositary Shares
Debt Warrants
Equity Warrants
Units
Purchase Contracts
The securities of each class may be offered and sold from time to time by us and/or by one or more selling securityholders to be identified in the future. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement.
These securities will be our equity securities or unsecured obligations and will not be savings accounts, deposits or other obligations of any bank or nonbank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus, together with the relevant pricing supplement, if any, and prospectus supplement describing the terms of the specific securities being offered and sold, may be used by our affiliates, including U.S. Bancorp Investments, Inc., in connection with offers and sales of such securities referred to above. These affiliates may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. We will not receive any of the proceeds of such sales. Our affiliates, including U.S. Bancorp Investments, Inc., do not have any obligation to make a market in the above referenced securities, and may discontinue their market-making activities at any time without notice, in their sole discretion.
U.S. Bancorp Investments, Inc. is a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and may participate in distributions of the securities referred to above. Accordingly, because U.S. Bancorp Investments, Inc. has a conflict of interest pursuant to FINRA Rule 5121 (Rule 5121), such participation in the offerings of such securities will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121.
Our common stock is listed on the New York Stock Exchange under the symbol USB.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
These securities are unsecured and are not savings accounts, deposits, or other obligations of any bank or non-bank subsidiary of ours. These securities are not guaranteed by U.S. Bancorp, or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any other government agency or instrumentality.
This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.
The date of this prospectus is April 21, 2017.
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The words we, our, ours and us refer to U.S. Bancorp, unless otherwise indicated or unless the context requires otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission, or the SEC. You may read and copy any document that we file at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, our SEC filings are available to the public from the SECs web site at http://www.sec.gov. Our SEC filings are also available at the offices of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents listed below and any of our future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until the later of (i) the time that we or any underwriter sell all the securities offered by this prospectus and (ii) the date that our broker-dealer affiliates cease offering securities in market-making transactions pursuant to this prospectus:
· Our Annual Report on Form 10-K for the year ended December 31, 2016.
· Current Reports on Form 8-K filed on January 17, 2017 (as amended on April 20, 2017), January 18, 2017, January 24, 2017, February 13, 2017, March 3, 2017, April 19, 2017 and April 20, 2017.
· The description of our common stock set forth in our registration statement on Form 8-A filed under the Exchange Act on October 6, 1994, by First Bank System, Inc. (now known as U.S. Bancorp), including any amendment or report filed for the purpose of updating such description.
Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Investor Relations Department
(612) 303-0799 or (866) 775-9668
We are a multi-state financial services holding company headquartered in Minneapolis, Minnesota. We were incorporated in Delaware in 1929 and operate as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. We provide a full range of financial services through our subsidiaries, including lending and depository services, cash management, capital markets, and trust and investment management services. Our subsidiaries also engage in credit card services, merchant and automated teller machine processing, mortgage banking, insurance, brokerage and leasing services. We are the parent company of U.S. Bank National Association.
Our common stock is traded on the New York Stock Exchange under the ticker symbol USB. Our principal executive offices are located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and the contact telephone number is (866) 775-9668.
We refer you to the documents incorporated by reference in the attached prospectus, as described in the section Where You Can Find More Information, for more information about us and our businesses.
We may use this prospectus to offer securities in one or more offerings. A prospectus supplement, which we will provide each time we offer securities, will describe the amounts, prices and detailed terms of the securities and may describe risks associated with an investment in the securities. We will also include in the prospectus supplement, where applicable, information about material United States federal income tax considerations relating to the securities. Terms used in this prospectus will have the meanings described in this prospectus unless otherwise specified. The securities of each class as described in this prospectus may also be offered and sold, from time to time, by one or more selling securityholders to be identified in the future.
We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of our securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.
This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.
Common Stock
We may sell our common stock, par value $0.01 per share. In a prospectus supplement, we will describe the aggregate number of shares offered and the offering price or prices of the shares.
Preferred Stock and Depositary Shares
We may sell shares of our preferred stock, par value $1.00 per share, in one or more series. In a prospectus supplement, we will describe the specific designation, the aggregate number of shares offered, the dividend rate or manner of calculating the dividend rate, the dividend periods or manner of calculating the dividend periods, the ranking of the shares of the series with respect to dividends, liquidation and dissolution, the liquidation preference of the shares of the series, the voting rights of the shares of the series, if any, whether and on what terms the shares of the series will be convertible or exchangeable, whether and on what terms we can redeem the shares of the series, whether we will offer depositary shares representing shares of the series and if so, the fraction or multiple of a share of preferred stock represented by each depositary share, whether we will list the preferred stock or depositary shares on a securities exchange and any other specific terms of the series of preferred stock.
Senior Notes and Subordinated Notes
Our notes, including senior notes and subordinated notes, may be senior or subordinated in priority of payment. We will provide a prospectus supplement that describes the ranking, whether senior or subordinated, the level of seniority or subordination (as applicable), the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the
adjustment of any conversion or exchange mechanism, the listing, if any, on a securities exchange and any other specific terms of the notes.
Purchase Contracts
We may issue purchase contracts, including purchase contracts issued as part of a unit with one or more other securities, for the purchase or sale of our senior notes, subordinated notes, preferred stock, depositary shares or common stock.
Units
We may sell any combination of one or more of the other securities described in this prospectus, together as units. In a prospectus supplement, we will describe the particular combination of securities constituting any units and any other specific terms of the units.
Debt Warrants and Equity Warrants
We may sell warrants to purchase our senior notes, subordinated notes, shares of our preferred stock, shares of our common stock or units. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the warrants, including whether our or your obligations, if any, under any warrants may be satisfied by delivering or purchasing the underlying securities or their cash value.
Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, including working capital, capital expenditures, investments in or advances to existing or future subsidiaries, repayment of maturing obligations and refinancing of outstanding indebtedness. Pending such use, we may temporarily invest the proceeds or use them to reduce short-term indebtedness. We will not receive any proceeds from the sales of any securities by selling securityholders.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for us and our subsidiaries for each of the periods indicated are as follows:
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Year Ended December 31, |
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2016 |
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2015 |
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2014 |
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2013 |
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2012 |
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Ratio of Earnings to Fixed Charges: |
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Excluding interest on deposits |
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8.15 |
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8.75 |
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8.22 |
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7.41 |
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6.09 |
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Including interest on deposits |
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5.60 |
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6.28 |
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6.07 |
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5.40 |
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4.52 |
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Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends: |
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Excluding interest on deposits |
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6.52 |
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6.95 |
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6.73 |
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6.15 |
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5.28 |
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Including interest on deposits |
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4.83 |
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5.40 |
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5.26 |
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4.74 |
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4.08 |
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For the purpose of computing the ratios of earnings to fixed charges and combined fixed charges and preferred stock dividends, earnings consist of consolidated income from continuing operations before provision for income taxes, minority interest and fixed charges, and fixed charges consist of interest expense, amortization of debt issuance costs and the portion of rental expense deemed to represent interest.
Unless otherwise indicated in the applicable prospectus supplement, some legal matters will be passed upon for us by our counsel, Squire Patton Boggs (US) LLP, Cincinnati, Ohio. Any underwriters will be represented by their own legal counsel.
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, and the effectiveness of our internal control over financial reporting as of December 31, 2016, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLPs reports, given on their authority as experts in accounting and auditing.
U.S. Bancorp
SENIOR NOTES
SUBORDINATED NOTES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT WARRANTS
EQUITY WARRANTS
UNITS
PURCHASE CONTRACTS
PROSPECTUS
April 21, 2017
PROSPECTUS
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000
U.S. Bancorp
Senior Notes
Subordinated Notes
Common Stock
Preferred Stock
Depositary Shares
Debt Warrants
Equity Warrants
Units
Purchase Contracts
Affiliates of U.S. Bancorp, including U.S. Bancorp Investments, Inc., may use this prospectus in connection with market-making offers and sales in the secondary market of all outstanding senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, units and purchase contracts issued by U.S. Bancorp as referenced herein. These affiliates may act as principal or agent in those transactions. Secondary market sales made by them will be made at prices related to prevailing market prices at the time of sale.
None of the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, or any other regulatory body has approved or disapproved of these securities or determined that this prospectus or any pricing supplement, prospectus supplement and accompanying prospectus describing the terms of a specific series of securities is truthful or complete. Any representation to the contrary is a criminal offense.
These securities are unsecured and are not savings accounts, deposits, or other obligations of any bank or non-bank subsidiary of ours. These securities are not guaranteed by U.S. Bancorp, or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any other government agency or instrumentality.
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with any other information.
These securities are being offered for sale only in jurisdictions where sales are permitted.
The date of this prospectus is April 21, 2017.
TABLE OF CONTENTS
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U.S. Bancorp is responsible for the information provided in this prospectus, and any prospectus supplement, pricing supplement and prospectus describing the terms of a specific series of securities being offered and sold in the secondary market. U.S. Bancorp has not authorized anyone to provide you with any other information, and U.S. Bancorp takes no responsibility for any other information that others may provide you. You should not assume that the information contained or incorporated by reference in this prospectus, or in any prospectus supplement, pricing supplement and prospectus contained in or incorporated by reference is accurate as of any date other than the date of the applicable document. This prospectus is not an offer to sell these securities, or a solicitation of an offer to buy these securities, in any jurisdiction where offers and sales are not permitted.
The words we, our, ours and us refer to U.S. Bancorp, unless otherwise indicated or unless the context requires otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission, or the SEC. You may read and copy any document that we file at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, our SEC filings are available to the public from the SECs web site at http://www.sec.gov. Our SEC filings are also available at the offices of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents listed below and any of our future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until our broker-dealer affiliates cease offering securities in market-making transactions pursuant to this prospectus:
· Our Annual Report on Form 10-K for the year ended December 31, 2016.
· Current Reports on Form 8-K filed on January 17, 2017 (as amended on April 20, 2017), January 18, 2017, January 24, 2017, February 13, 2017, March 3, 2017, April 19, 2017 and April 20, 2017.
· The description of our common stock set forth in our registration statement on Form 8-A filed under the Exchange Act on October 6, 1994, by First Bank System, Inc. (now known as U.S. Bancorp), including any amendment or report filed for the purpose of updating such description.
Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Investor Relations Department
(612) 303-0799 or (866) 775-9668
We are a multi-state financial services holding company headquartered in Minneapolis, Minnesota. We were incorporated in Delaware in 1929 and operate as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. We provide a full range of financial services through our subsidiaries, including lending and depository services, cash management, capital markets, and trust and investment management services. Our subsidiaries also engage in credit card services, merchant and automated teller machine processing, mortgage banking, insurance, brokerage and leasing services. We are the parent company of U.S. Bank National Association.
Our common stock is traded on the New York Stock Exchange under the ticker symbol USB. Our principal executive offices are located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and the contact telephone number is (866) 775-9668.
We refer you to the documents incorporated by reference in the attached prospectus, as described in the section Where You Can Find More Information, for more information about us and our businesses.
The outstanding securities being offered by use of this prospectus consist of senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, units and purchase contracts previously registered under the following registration statements of U.S. Bancorp: 333-195373; 333-173636; 333-150298 and 333-132297. The descriptions of the securities being offered hereby are contained in the prospectuses and supplements thereto (each, a disclosure document) pursuant to which such securities were initially offered that are contained in or deemed a part of the registration statements referred to above. The instruments governing such securities and other exhibits in respect of such securities were filed as exhibits or incorporated by reference in such registration statements. Such disclosure documents and exhibits are incorporated by reference into this prospectus except that information contained in such disclosure documents that (i) constitutes a description of U.S. Bancorp, or (ii) incorporates by reference any information contained in our current or periodic reports filed with the SEC, is superseded by the information in this prospectus.
This prospectus, together with the relevant pricing supplement, if any, prospectus supplement and prospectus describing the terms of the specific securities being offered and sold, may be used by affiliates of U.S. Bancorp, including U.S. Bancorp Investments, Inc., in connection with offers and sales related to market-making transactions in the senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, units and purchase contracts referred to above. These affiliates of U.S. Bancorp may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. U.S. Bancorp will not receive any of the proceeds of such sales. These affiliates of U.S. Bancorp do not have any obligation to make a market in the above referenced securities, and may discontinue their market-making activities at any time without notice, in their sole discretion.
U.S. Bancorp Investments, Inc. is a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and may participate in distributions of the securities referenced on the cover page of this prospectus. Accordingly, because U.S. Bancorp Investments, Inc. has a conflict of interest pursuant to FINRA Rule 5121 (Rule 5121), such participation in the offerings of such securities will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121.
U.S. Bancorp will not receive any of the proceeds from the sale of the securities referenced in this prospectus. All secondary market offers and sales made pursuant to this prospectus and any pricing supplement, prospectus supplement and prospectus describing the terms of the specific series of securities being offered and sold will be for the accounts of the broker-dealer affiliates of U.S. Bancorp in connection with market-making transactions.
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, and the effectiveness of our internal control over financial reporting as of December 31, 2016, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on Ernst & Young LLPs reports, given on their authority as experts in accounting and auditing.
U.S. Bancorp
SENIOR NOTES
SUBORDINATED NOTES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT WARRANTS
EQUITY WARRANTS
UNITS
PURCHASE CONTRACTS
PROSPECTUS
April 21, 2017
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this Registration Statement are as follows:
SEC Registration fee |
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$ |
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(1) |
Accountants fees and expenses |
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225,000 |
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Legal fees and expenses |
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500,000 |
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Trustee and Depositary fees and expenses |
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25,000 |
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Printing and engraving expenses |
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50,000 |
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Rating agencies fees |
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3,000,000 |
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Miscellaneous |
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50,000 |
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TOTAL |
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$ |
3,850,000 |
(1) |
(1) The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of any additional registration fee until the time the securities are sold under this Registration Statement pursuant to a prospectus supplement.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation.
Article Eighth of U.S. Bancorps Restated Certificate of Incorporation, as amended, provides that a director will not be personally liable to U.S. Bancorp or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability (1) for any breach of the directors duty of loyalty to U.S. Bancorp or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions or (4) for any transaction for which the director derived an improper personal benefit.
The bylaws of U.S. Bancorp provide that the officers and directors of U.S. Bancorp and certain others will be indemnified to substantially the same extent permitted by Delaware law.
U.S. Bancorp maintains a standard policy of officers and directors insurance.
Item 16. Exhibits.
The exhibits filed (unless otherwise noted) as a part of this Registration Statement are as follows:
Exhibits |
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1.1 |
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Form of Distribution Agreement with respect to certain debt securities.* |
4.1 |
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Restated Certificate of Incorporation of U.S. Bancorp (incorporated by reference to Exhibit 3.2 to U.S. Bancorps Current Report on Form 8-K filed on April 20, 2017). |
4.2 |
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Amended and Restated Bylaws of U.S. Bancorp (incorporated by reference to Exhibit 3.1 to U.S. Bancorps Current Report on Form 8-K filed on January 20, 2016). |
4.3 |
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Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorps Current Report on Form 8-K dated November 12, 1991). |
4.4 |
|
Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorps Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorps Current Report on Form 8-K dated April 26, 1993). |
4.5 |
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Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorps registration statement on Form S-8 dated August 1, 1997). |
4.6 |
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Form of Debt Securities Warrant Agreement.* |
4.7 |
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Form of Debt Securities Warrant Certificate (included as part of Exhibit 4.6).* |
4.8 |
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Form of Equity Securities Warrant Agreement.* |
4.9 |
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Form of Equity Securities Warrant Certificate (included as part of Exhibit 4.8).* |
4.10 |
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Form of Purchase Contract Agreement.* |
4.11 |
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Form of Deposit Agreement.* |
4.12 |
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Form of Depositary Receipt (included as part of Exhibit 4.11).* |
4.13 |
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Form of Unit Agreement.* |
4.14 |
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Form of Unit Certificate (included as part of Exhibit 4.13).* |
5.1 |
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Opinion and consent of Squire Patton Boggs (US) LLP. |
12.1 |
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Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorps Annual Report on Form 10-K for the year ended December 31, 2016). |
23.1 |
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Consent of Ernst & Young LLP. |
23.2 |
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Consents of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). |
24.1 |
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Power of Attorney. |
25.1 |
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Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee under the Senior Indenture. |
25.2 |
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Form T-1 Statement of Eligibility of Citibank, N.A. to act as Subordinated Trustee under the Subordinated Indenture. |
*To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (17 C.F.R. § 424(b)) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, That:
(A) Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 (17 C.F.R. § 239.13) or Form F-3 (17 C.F.R. § 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (17 C.F.R. § 230.424(b)) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
If the registrant is relying on Rule 430B (17 C.F.R. § 230.430B):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (17 C.F.R. § 230.424(b)(3)) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (17 C.F.R. § 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (17 C.F.R. § 230.415(a)(1)(i), (vii), or (x)) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C (17 C.F.R. § 230.430C), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (17 C.F.R. § 230.430A), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of the registrants securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (17 C.F.R. § 230.424);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file applications for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 21, 2017.
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U.S. BANCORP | |
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By: |
/s/ Andrew Cecere |
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Andrew Cecere |
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President and Chief Executive Officer |
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(principal executive officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
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Title |
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Date |
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President, Chief Executive |
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April 21, 2017 |
/s/ Andrew Cecere |
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Officer and Director (principal |
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Andrew Cecere |
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executive officer and director) |
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/s/ Terrance R. Dolan |
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Vice Chairman and Chief |
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April 21, 2017 |
Terrance R. Dolan |
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Financial Officer (principal |
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financial officer) |
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/s/ Craig E. Gifford |
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Executive Vice President and |
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April 21, 2017 |
Craig E. Gifford |
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Controller (principal |
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accounting officer) |
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/s/ Douglas M. Baker, Jr.* |
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Director |
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April 21, 2017 |
Douglas M. Baker, Jr. |
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/s/ Warner L. Baxter* |
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Director |
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April 21, 2017 |
Warner L. Baxter |
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/s/ Mark N. Casper* |
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Director |
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April 21, 2017 |
Mark N. Casper |
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/s/ Arthur D. Collins, Jr.* |
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Director |
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April 21, 2017 |
Arthur D. Collins, Jr. |
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/s/ Richard K. Davis* |
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Chairman and Director |
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April 21, 2017 |
Richard K. Davis |
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/s/ Kimberly J. Harris* |
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Director |
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April 21, 2017 |
Kimberly J. Harris |
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/s/ Roland A. Hernandez* |
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Director |
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April 21, 2017 |
Roland A. Hernandez |
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/s/ Doreen Woo Ho* |
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Director |
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April 21, 2017 |
Doreen Woo Ho |
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Signatures |
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Title |
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Date |
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/s/ Olivia F. Kirtley* |
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Director |
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April 21, 2017 |
Olivia F. Kirtley |
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/s/ Karen S. Lynch* |
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Director |
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April 21, 2017 |
Karen S. Lynch |
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/s/ David B. OMaley* |
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Director |
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April 21, 2017 |
David B. OMaley |
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/s/ Odell M. Owens* |
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Director |
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April 21, 2017 |
Odell M. Owens, M.D., M.P.H. |
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/s/ Craig D. Schnuck* |
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Director |
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April 21, 2017 |
Craig D. Schnuck |
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/s/ Scott W. Wine* |
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Director |
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April 21, 2017 |
Scott W. Wine |
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*By: |
/s/ James L. Chosy |
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Name: James L. Chosy |
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Attorney-in-fact for the persons indicated |
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above with an * |
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INDEX TO EXHIBITS
Exhibits |
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1.1 |
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Form of Distribution Agreement with respect to certain debt securities.* |
4.1 |
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Restated Certificate of Incorporation of U.S. Bancorp (incorporated by reference to Exhibit 3.2 to U.S. Bancorps Current Report on Form 8-K filed on April 20, 2017). |
4.2 |
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Amended and Restated Bylaws of U.S. Bancorp (incorporated by reference to Exhibit 3.1 to U.S. Bancorps Current Report on Form 8-K filed on January 20, 2016). |
4.3 |
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Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorps Current Report on Form 8-K dated November 12, 1991). |
4.4 |
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Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorps Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorps Current Report on Form 8-K dated April 26, 1993). |
4.5 |
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Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorps registration statement on Form S-8 dated August 1, 1997). |
4.6 |
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Form of Debt Securities Warrant Agreement.* |
4.7 |
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Form of Debt Securities Warrant Certificate (included as part of Exhibit 4.6).* |
4.8 |
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Form of Equity Securities Warrant Agreement.* |
4.9 |
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Form of Equity Securities Warrant Certificate (included as part of Exhibit 4.8).* |
4.10 |
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Form of Purchase Contract Agreement.* |
4.11 |
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Form of Deposit Agreement.* |
4.12 |
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Form of Depositary Receipt (included as part of Exhibit 4.11).* |
4.13 |
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Form of Unit Agreement.* |
4.14 |
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Form of Unit Certificate (included as part of Exhibit 4.13).* |
5.1 |
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Opinion and consent of Squire Patton Boggs (US) LLP. |
12.1 |
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Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorps Annual Report on Form 10-K for the year ended December 31, 2016). |
23.1 |
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Consent of Ernst & Young LLP. |
23.2 |
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Consents of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). |
24.1 |
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Power of Attorney. |
25.1 |
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Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee under the Senior Indenture. |
25.2 |
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Form T-1 Statement of Eligibility of Citibank, N.A. to act as Subordinated Trustee under the Subordinated Indenture. |
*To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
Exhibit 5.1
[Squire Patton Boggs (US) LLP Letterhead]
April 21, 2017
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation (the Company), in connection with a Registration Statement on Form S-3 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) relating to the proposed sale by the Company from time to time, in one or more series, of its (i) debt securities, which may be either senior notes (the Senior Notes) or subordinated notes (the Subordinated Notes, together with the Senior Notes, the Debt Securities); (ii) shares of its preferred stock (the Preferred Stock); (iii) shares of its common stock (the Common Stock); (iv) depositary shares (the Depositary Shares) representing fractional shares of Preferred Stock and evidenced by depositary receipts issued pursuant to a deposit agreement between the Company and a depositary (a Deposit Agreement); (v) warrants to purchase Debt Securities (the Debt Warrants), to be issued pursuant to a warrant agreement between the Company and a designated warrant agent (a Debt Securities Warrant Agreement); (vi) warrants to purchase equity securities of the Company (the Equity Warrants), to be issued pursuant to a warrant agreement between the Company and a designated warrant agent (an Equity Securities Warrant Agreement); (vii) units consisting of two or more of its securities, in any combination (the Units), to be issued pursuant to a unit agreement between the Company and a designated unit agent (a Unit Agreement); and (viii) purchase contracts requiring the holders thereof to purchase or sell Debt Securities, Preferred Stock, Common Stock or Depositary Shares (Purchase Contracts), to be issued pursuant to a purchase contract agreement (the Purchase Contract Agreement).
The Debt Securities, Preferred Stock, Common Stock, Depositary Shares, Debt Warrants, Equity Warrants, Units and Purchase Contracts are hereinafter collectively referred to as the Securities. The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the Prospectus) and any supplements thereto.
We have examined such documents, including the resolutions of the Board of Directors of the Company adopted on April 18, 2017 (the Resolutions), and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that
such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in each form incorporated by reference as exhibits to the Registration Statement.
Based on the foregoing, we are of the opinion that:
1. When the specific terms of a series of Debt Securities have been specified in a Supplemental Indenture or an Officers Certificate, which has been executed and delivered to the Trustee by an Authorized Officer (as defined in the Resolutions), such series of Debt Securities will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in the Indentures and delivered against payment therefor and as specified by an Authorized Officer, or when issued upon valid exercise of Debt Warrants that have been duly authorized by all requisite corporate action and validly issued, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such series.
2. When the specific terms of a series of Preferred Stock have been specified in a Certificate of Designation duly adopted by the Board of Directors or a duly authorized committee thereof, and such Certificate of Designation has been duly filed with the Secretary of State of Delaware, such series of Preferred Stock will have been duly authorized by all requisite corporate action and, upon issuance, delivery and payment therefor as may be described in a supplement to the Prospectus, or when issued upon valid exercise of Equity Warrants that have been duly authorized by all requisite corporate action and validly issued, shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable.
3. Upon issuance, delivery and payment therefor as may be described in a supplement to the Prospectus, or when issued upon valid exercise of Equity Warrants that have been duly authorized by all requisite corporate action and validly issued, shares of Common Stock will be validly issued, fully paid and nonassessable.
4. When the specific terms of a series of Depositary Shares have been specified in a Deposit Agreement, the Depositary Shares established in such Deposit Agreement will have been duly authorized by all requisite corporate action and, upon issuance, delivery and payment therefor as described in a supplement to the Prospectus, will be validly issued, fully paid and nonassessable.
5. When the specific terms of a series of Debt Warrants have been specified in a Debt Securities Warrant Agreement, the Debt Warrants established in such Debt Securities Warrant Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Debt Securities Warrant Agreement and delivered against payment therefor pursuant to any terms that may be described in a supplement
to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Debt Warrants.
6. When the specific terms of a series of Equity Warrants have been specified in an Equity Securities Warrant Agreement, the Equity Warrants established in such Equity Securities Warrant Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Warrant Agreement and delivered against payment therefor pursuant to the terms described in a supplement to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Equity Warrants.
7. When the specific terms of a series of Units have been specified in a Unit Agreement, the Units established in such Unit Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Unit Agreement and delivered against payment therefor pursuant to the terms described in a supplement to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Units.
8. When the specific terms of a series of Purchase Contracts have been specified in a Purchase Contract Agreement, the Purchase Contracts established in such Purchase Contract Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Purchase Contract Agreement and delivered against payment therefor pursuant to the terms described in a supplement to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Purchase Contracts.
The opinions set forth above are subject to the following qualifications and exceptions:
(a) Our opinions in paragraphs 1, 5, 6, 7 and 8 above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors rights, (ii) the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law) and (iii) insofar as they relate to indemnification provisions, the effect of federal and state securities laws and public policy relating thereto.
(b) In rendering the opinions set forth above, we have assumed that, at the time of the authentication and delivery of a series of Securities, the Resolutions referred to above will not have been modified or rescinded, there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Securities, the Registration Statement will have been declared effective by the Commission and will continue to be effective, none of the particular terms of a series of Securities will violate any applicable law and neither the issuance and sale thereof nor the compliance by the Company with the terms thereof will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.
(c) As of the date of this opinion, a judgment for money in an action based on a debt security denominated in a foreign currency or currency unit in a federal or State court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion into United States dollars of the foreign currency or currency unit in which a particular debt security is denominated will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on a debt security would be required to render such judgment in the foreign currency or currency unit in which such debt security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.
Our opinions expressed above are limited to the laws of the State of New York, the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws) and the federal laws of the United States of America.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption Validity of Securities contained in the Prospectus included therein.
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Very truly yours, |
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/s/ Squire Patton Boggs (US) LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Experts in the Registration Statement (Form S-3) and related Prospectus of U.S. Bancorp for the registration of senior notes, subordinated notes, common stock, preferred stock, depository shares, debt warrants, equity warrants, units and purchase contracts and to the incorporation by reference therein of our reports dated February 23, 2017, with respect to the consolidated financial statements of U.S. Bancorp, and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in its 2016 Annual Report to Shareholders, which is incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
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Minneapolis, Minnesota
April 21, 2017
Exhibit 24.1
U.S. BANCORP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Cecere, Terrance R. Dolan and James L. Chosy, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 of U.S. Bancorp (the Company), and any and all amendments thereto, including post-effective amendments, in connection with the registration under the Securities Act of 1933, as amended, of debt and equity securities, including, without limitation, (i) common stock of the Company, including shares of common stock issuable upon the conversion of or in exchange for other securities, (ii) senior and subordinated, secured and unsecured, notes or other evidences of indebtedness issued by the Company, (iii) preferred stock of the Company and other related securities, including, without limitation, depositary instruments evidencing interests in preferred stock, (iv) warrants for the purchase of debt or other securities, (v) units, and (vi) purchase contracts, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, the undersigned has signed below as of this 18th day of April, 2017.
/s/ Douglas M. Baker, Jr. |
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/s/ Doreen Woo Ho |
Douglas M. Baker, Jr., Director |
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Doreen Woo Ho, Director |
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/s/ Warner L. Baxter |
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/s/ Olivia F. Kirtley |
Warner L. Baxter, Director |
|
Olivia F. Kirtley, Director |
|
|
|
/s/ Marc N. Casper |
|
/s/ Karen S. Lynch |
Marc N. Casper, Director |
|
Karen S. Lynch, Director |
|
|
|
/s/ Arthur D. Collins, Jr. |
|
/s/ David B. OMaley |
Arthur D. Collins, Jr., Director |
|
David B. OMaley, Director |
|
|
|
/s/ Richard K. Davis |
|
/s/ Odell M. Owens |
Richard K. Davis, Chairman and Director |
|
Odell M. Owens, M.D., M.P.H., Director |
|
|
|
/s/ Kimberly J. Harris |
|
/s/ Craig D. Schnuck |
Kimberly J. Harris, Director |
|
Craig D. Schnuck, Director |
|
|
|
/s/ Roland A. Hernandez |
|
/s/ Scott W. Wine |
Roland A. Hernandez, Director |
|
Scott W. Wine, Director |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) o
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470 |
|
(I.R.S. employer |
|
identification no.) |
|
399 Park Avenue, New York, New York |
|
10043 |
(Address of principal executive office) |
|
(Zip Code) |
U.S. BANCORP
(Exact name of obligor as specified in its charter)
Delaware |
|
41-0255900 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
800 Nicollet Mall |
|
|
Minneapolis, MN |
|
55402 |
(Address of principal executive offices) |
|
(Zip Code) |
Senior Debt Securities
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Name |
|
Address |
Comptroller of the Currency |
|
Washington, D.C. |
|
|
|
Federal Reserve Bank of New York |
|
New York, NY |
33 Liberty Street |
|
|
New York, NY |
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2016 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 21st day of April 2017.
|
|
CITIBANK, N.A. |
|
|
|
|
|
|
|
By |
/s/Karen Schluter |
|
|
Karen Schluter |
|
|
Vice President |
EXHIBIT 7
REPORT OF CONDITION OF CITIBANK, N.A.
CONSOLIDATED BALANCE SHEET |
Citigroup Inc. and Subsidiaries |
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Assets |
|
|
|
|
| ||
Cash and due from banks (including segregated cash and other deposits) |
|
$ |
23,043 |
|
$ |
20,900 |
|
Deposits with banks |
|
137,451 |
|
112,197 |
| ||
Federal funds sold and securities borrowed or purchased under agreements to resell (including $133,204 and $137,964 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
236,813 |
|
219,675 |
| ||
Brokerage receivables |
|
28,887 |
|
27,683 |
| ||
Trading account assets (including $80,986 and $92,123 pledged to creditors at December 31, 2016 and December 31, 2015, respectively) |
|
243,925 |
|
241,215 |
| ||
Investments: |
|
|
|
|
| ||
Available for sale (including $8,239 and $10,698 pledged to creditors as of December 31, 2016 and December 31, 2015, respectively) |
|
299,424 |
|
299,136 |
| ||
Held to maturity (including $843 and $3,630 pledged to creditors as of December 31, 2016 and December 31, 2015, respectively) |
|
45,667 |
|
36,215 |
| ||
Non-marketable equity securities (including $1,774 and $2,088 at fair value as of December 31, 2016 and December 31, 2015, respectively) |
|
8,213 |
|
7,604 |
| ||
Total investments |
|
$ |
353,304 |
|
$ |
342,955 |
|
Loans: |
|
|
|
|
| ||
Consumer (including $29 and $34 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
325,366 |
|
325,785 |
| ||
Corporate (including $3,457 and $4,971 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
299,003 |
|
291,832 |
| ||
Loans, net of unearned income |
|
$ |
624,369 |
|
$ |
617,617 |
|
Allowance for loan losses |
|
(12,060 |
) |
(12,626 |
) | ||
Total loans, net |
|
$ |
612,309 |
|
$ |
604,991 |
|
Goodwill |
|
21,659 |
|
22,349 |
| ||
Intangible assets (other than MSRs) |
|
5,114 |
|
3,721 |
| ||
Mortgage servicing rights (MSRs) |
|
1,564 |
|
1,781 |
| ||
Other assets (including $15,729 and $6,121 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
128,008 |
|
133,743 |
| ||
Total assets |
|
$ |
1,792,077 |
|
$ |
1,731,210 |
|
The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
|
|
|
|
| ||
Cash and due from banks |
|
$ |
142 |
|
$ |
153 |
|
Trading account assets |
|
602 |
|
583 |
| ||
Investments |
|
3,636 |
|
5,263 |
| ||
Loans, net of unearned income |
|
|
|
|
| ||
Consumer |
|
53,401 |
|
58,772 |
| ||
Corporate |
|
20,121 |
|
22,008 |
| ||
Loans, net of unearned income |
|
$ |
73,522 |
|
$ |
80,780 |
|
Allowance for loan losses |
|
(1,769 |
) |
(2,135 |
) | ||
Total loans, net |
|
$ |
71,753 |
|
$ |
78,645 |
|
Other assets |
|
158 |
|
150 |
| ||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
|
$ |
76,291 |
|
$ |
84,794 |
|
Statement continues on the next page.
CONSOLIDATED BALANCE SHEET |
Citigroup Inc. and Subsidiaries |
|
|
December 31, |
| ||||
In millions of dollars, except shares and per share amounts |
|
2016 |
|
2015 |
| ||
Liabilities |
|
|
|
|
| ||
Non-interest-bearing deposits in U.S. offices |
|
$ |
136,698 |
|
$ |
139,249 |
|
Interest-bearing deposits in U.S. offices (including $434 and $923 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
300,972 |
|
280,234 |
| ||
Non-interest-bearing deposits in offices outside the U.S. |
|
77,616 |
|
71,577 |
| ||
Interest-bearing deposits in offices outside the U.S. (including $778 and $667 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
414,120 |
|
416,827 |
| ||
Total deposits |
|
$ |
929,406 |
|
$ |
907,887 |
|
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $33,663 and $36,843 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
141,821 |
|
146,496 |
| ||
Brokerage payables |
|
57,152 |
|
53,722 |
| ||
Trading account liabilities |
|
139,045 |
|
117,512 |
| ||
Short-term borrowings (including $2,700 and $1,207 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
30,701 |
|
21,079 |
| ||
Long-term debt (including $26,254 and $25,293 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
206,178 |
|
201,275 |
| ||
Other liabilities (including $1,500 and $1,624 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
61,631 |
|
60,147 |
| ||
Total liabilities |
|
$ |
1,565,934 |
|
$ |
1,508,118 |
|
Stockholders equity |
|
|
|
|
| ||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 770,120 as of December 31, 2016 and 668,720 as of December 31, 2015, at aggregate liquidation value |
|
$ |
19,253 |
|
$ |
16,718 |
|
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,482,042 as of December 31, 2016 and December 31, 2015 |
|
31 |
|
31 |
| ||
Additional paid-in capital |
|
108,042 |
|
108,288 |
| ||
Retained earnings |
|
146,477 |
|
133,841 |
| ||
Treasury stock, at cost: December 31, 2016327,090,192 shares and December 31, 2015146,203,311 shares |
|
(16,302 |
) |
(7,677 |
) | ||
Accumulated other comprehensive income (loss) |
|
(32,381 |
) |
(29,344 |
) | ||
Total Citigroup stockholders equity |
|
$ |
225,120 |
|
$ |
221,857 |
|
Noncontrolling interest |
|
1,023 |
|
1,235 |
| ||
Total equity |
|
$ |
226,143 |
|
$ |
223,092 |
|
Total liabilities and equity |
|
$ |
1,792,077 |
|
$ |
1,731,210 |
|
The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
|
|
|
|
| ||
Short-term borrowings |
|
$ |
10,697 |
|
$ |
11,965 |
|
Long-term debt |
|
23,919 |
|
31,273 |
| ||
Other liabilities |
|
1,275 |
|
2,099 |
| ||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
|
$ |
35,891 |
|
$ |
45,337 |
|
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) o
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470 |
|
(I.R.S. employer |
|
identification no.) |
|
399 Park Avenue, New York, New York |
|
10043 |
(Address of principal executive office) |
|
(Zip Code) |
U.S. BANCORP
(Exact name of obligor as specified in its charter)
Delaware |
|
41-0255900 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
800 Nicollet Mall |
|
|
Minneapolis, MN |
|
55402 |
(Address of principal executive offices) |
|
(Zip Code) |
Subordinate Debt Securities
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Name |
|
Address |
|
|
|
Comptroller of the Currency |
|
Washington, D.C. |
|
|
|
Federal Reserve Bank of New York |
|
New York, NY |
33 Liberty Street |
|
|
New York, NY |
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2016 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 21st day of April 2017.
|
|
CITIBANK, N.A. |
|
|
|
|
|
|
|
By |
/s/ Karen Schluter |
|
|
Karen Schluter |
|
|
Vice President |
EXHIBIT 7
REPORT OF CONDITION OF CITIBANK, N.A.
CONSOLIDATED BALANCE SHEET |
Citigroup Inc. and Subsidiaries |
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Assets |
|
|
|
|
| ||
Cash and due from banks (including segregated cash and other deposits) |
|
$ |
23,043 |
|
$ |
20,900 |
|
Deposits with banks |
|
137,451 |
|
112,197 |
| ||
Federal funds sold and securities borrowed or purchased under agreements to resell (including $133,204 and $137,964 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
236,813 |
|
219,675 |
| ||
Brokerage receivables |
|
28,887 |
|
27,683 |
| ||
Trading account assets (including $80,986 and $92,123 pledged to creditors at December 31, 2016 and December 31, 2015, respectively) |
|
243,925 |
|
241,215 |
| ||
Investments: |
|
|
|
|
| ||
Available for sale (including $8,239 and $10,698 pledged to creditors as of December 31, 2016 and December 31, 2015, respectively) |
|
299,424 |
|
299,136 |
| ||
Held to maturity (including $843 and $3,630 pledged to creditors as of December 31, 2016 and December 31, 2015, respectively) |
|
45,667 |
|
36,215 |
| ||
Non-marketable equity securities (including $1,774 and $2,088 at fair value as of December 31, 2016 and December 31, 2015, respectively) |
|
8,213 |
|
7,604 |
| ||
Total investments |
|
$ |
353,304 |
|
$ |
342,955 |
|
Loans: |
|
|
|
|
| ||
Consumer (including $29 and $34 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
325,366 |
|
325,785 |
| ||
Corporate (including $3,457 and $4,971 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
299,003 |
|
291,832 |
| ||
Loans, net of unearned income |
|
$ |
624,369 |
|
$ |
617,617 |
|
Allowance for loan losses |
|
(12,060 |
) |
(12,626 |
) | ||
Total loans, net |
|
$ |
612,309 |
|
$ |
604,991 |
|
Goodwill |
|
21,659 |
|
22,349 |
| ||
Intangible assets (other than MSRs) |
|
5,114 |
|
3,721 |
| ||
Mortgage servicing rights (MSRs) |
|
1,564 |
|
1,781 |
| ||
Other assets (including $15,729 and $6,121 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
128,008 |
|
133,743 |
| ||
Total assets |
|
$ |
1,792,077 |
|
$ |
1,731,210 |
|
The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
|
|
|
|
| ||
Cash and due from banks |
|
$ |
142 |
|
$ |
153 |
|
Trading account assets |
|
602 |
|
583 |
| ||
Investments |
|
3,636 |
|
5,263 |
| ||
Loans, net of unearned income |
|
|
|
|
| ||
Consumer |
|
53,401 |
|
58,772 |
| ||
Corporate |
|
20,121 |
|
22,008 |
| ||
Loans, net of unearned income |
|
$ |
73,522 |
|
$ |
80,780 |
|
Allowance for loan losses |
|
(1,769 |
) |
(2,135 |
) | ||
Total loans, net |
|
$ |
71,753 |
|
$ |
78,645 |
|
Other assets |
|
158 |
|
150 |
| ||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
|
$ |
76,291 |
|
$ |
84,794 |
|
Statement continues on the next page.
CONSOLIDATED BALANCE SHEET |
Citigroup Inc. and Subsidiaries |
|
|
December 31, |
| ||||
In millions of dollars, except shares and per share amounts |
|
2016 |
|
2015 |
| ||
Liabilities |
|
|
|
|
| ||
Non-interest-bearing deposits in U.S. offices |
|
$ |
136,698 |
|
$ |
139,249 |
|
Interest-bearing deposits in U.S. offices (including $434 and $923 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
300,972 |
|
280,234 |
| ||
Non-interest-bearing deposits in offices outside the U.S. |
|
77,616 |
|
71,577 |
| ||
Interest-bearing deposits in offices outside the U.S. (including $778 and $667 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
414,120 |
|
416,827 |
| ||
Total deposits |
|
$ |
929,406 |
|
$ |
907,887 |
|
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $33,663 and $36,843 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
141,821 |
|
146,496 |
| ||
Brokerage payables |
|
57,152 |
|
53,722 |
| ||
Trading account liabilities |
|
139,045 |
|
117,512 |
| ||
Short-term borrowings (including $2,700 and $1,207 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
30,701 |
|
21,079 |
| ||
Long-term debt (including $26,254 and $25,293 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
206,178 |
|
201,275 |
| ||
Other liabilities (including $1,500 and $1,624 as of December 31, 2016 and December 31, 2015, respectively, at fair value) |
|
61,631 |
|
60,147 |
| ||
Total liabilities |
|
$ |
1,565,934 |
|
$ |
1,508,118 |
|
Stockholders equity |
|
|
|
|
| ||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 770,120 as of December 31, 2016 and 668,720 as of December 31, 2015, at aggregate liquidation value |
|
$ |
19,253 |
|
$ |
16,718 |
|
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,482,042 as of December 31, 2016 and December 31, 2015 |
|
31 |
|
31 |
| ||
Additional paid-in capital |
|
108,042 |
|
108,288 |
| ||
Retained earnings |
|
146,477 |
|
133,841 |
| ||
Treasury stock, at cost: December 31, 2016327,090,192 shares and December 31, 2015146,203,311 shares |
|
(16,302 |
) |
(7,677 |
) | ||
Accumulated other comprehensive income (loss) |
|
(32,381 |
) |
(29,344 |
) | ||
Total Citigroup stockholders equity |
|
$ |
225,120 |
|
$ |
221,857 |
|
Noncontrolling interest |
|
1,023 |
|
1,235 |
| ||
Total equity |
|
$ |
226,143 |
|
$ |
223,092 |
|
Total liabilities and equity |
|
$ |
1,792,077 |
|
$ |
1,731,210 |
|
The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
|
|
December 31, |
| ||||
In millions of dollars |
|
2016 |
|
2015 |
| ||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
|
|
|
|
| ||
Short-term borrowings |
|
$ |
10,697 |
|
$ |
11,965 |
|
Long-term debt |
|
23,919 |
|
31,273 |
| ||
Other liabilities |
|
1,275 |
|
2,099 |
| ||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
|
$ |
35,891 |
|
$ |
45,337 |
|
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.