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Form 11-K/A US BANCORP \DE\ For: Dec 31

June 28, 2016 4:58 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K/A

(Amendment No. 1)

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from (not applicable)

Commission file number 1-6880

 

 

U.S. BANK 401(k) SAVINGS PLAN

800 Nicollet Mall

Minneapolis, Minnesota 55402-4302

(Full title of the plan and the address of the plan)

U.S. BANCORP

800 Nicollet Mall

Minneapolis, Minnesota 55402-4302

(Name and address of principal executive offices of the issuer of the securities)

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 on Form 11-K/A is being filed by the U.S. Bank 401(k) Savings Plan to amend its Annual Report on Form 11-K for the year ended December 31, 2015, that was filed with the U.S. Securities and Exchange Commission on June 24, 2016 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to remove the phrase “PRELIMINARY AND TENTATIVE FOR DISCUSSION ONLY” which was inadvertently included on pages 2, 3, 15, and 16 of Exhibit 13 in the Original Filing.

As a result of filing this Amendment No. 1, the Consent of Independent Registered Public Accounting Firm included in Exhibit 23 has been reissued as of this filing date to reference this Amendment No. 1.

Except as described above, no changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing.

REQUIRED INFORMATION

U.S. Bank 401(k) Savings Plan (the Plan) is subject to the Employee Retirement Income Security act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two years ended December 31, 2015 and 2014, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Exhibit 13 and incorporated herein by this reference.

The following exhibits are filed with this report:

 

Exhibit Number

  

Description

13

   Annual Report for the year ended December 31, 2015

23

   Consent of Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. BANK 401(k) SAVINGS PLAN

By: U.S. Bank 401(k) Savings Plan Benefit Administration Committee

 

/s/ Jennie P. Carlson       June 28, 2016
Jennie P. Carlson      
Benefit Administration Committee Chairperson      

Exhibit 13

 

F I N A N C I A L   S T A T E M E N T S   A N D

S U P P L E M E N T A L   S C H E D U L E

U.S. Bank 401(k) Savings Plan

Years Ended December 31, 2015 and 2014

With Report of Independent Registered Public Accounting Firm


U.S. Bank 401(k) Savings Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2015 and 2014

Contents

 

Report of Independent Registered Public Accounting Firm

     1   

Financial Statements

  

Statement of Net Assets Available for Benefits

     2   

Statement of Changes in Net Assets Available for Benefits

     3   

Notes to Financial Statements

     4   

Supplemental Schedule

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

     15   


Report of Independent Registered Public Accounting Firm

The Benefits Administration Committee

U.S. Bancorp

Participants of U.S. Bank 401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits of the U.S. Bank 401(k) Savings Plan as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the U.S. Bank 401(k) Savings Plan at December 31, 2015 and 2014, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2015, has been subjected to audit procedures performed in conjunction with the audit of U.S. Bank 401(k) Savings Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

Minneapolis, Minnesota    /s/ Ernst & Young LLP

June 24, 2016

 

1


U.S. Bank 401(k) Savings Plan

Statement of Net Assets Available for Benefits

 

     December 31,  
     2015      2014  

Assets

     

Investments at fair value

   $ 4,662,852,372       $ 4,676,443,618   

Investments at contract value

     350,198,742         343,305,520   
  

 

 

    

 

 

 

Total investments

     5,013,051,114         5,019,749,138   

Accrued income

     7,217,147         7,412,887   

Employer contribution receivable

     130,147,512         122,676,096   

Receivable for securities sold but not yet settled

     864,673         1,145,901   

Notes receivable from participants

     118,913,144         113,339,935   
  

 

 

    

 

 

 

Total assets

     5,270,193,590         5,264,323,957   

Liabilities

     

Accrued expenses

     756,926         701,774   

Payable for securities purchased but not yet settled

     808,789         652,400   
  

 

 

    

 

 

 

Total liabilities

     1,565,715         1,354,174   
  

 

 

    

 

 

 

Net assets available for benefits

   $ 5,268,627,875       $ 5,262,969,783   
  

 

 

    

 

 

 

See Notes to Financial Statements.

 

2


U.S. Bank 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits

 

     Year Ended December 31,  
     2015      2014  

Additions

     

Investment income:

     

Net appreciation in fair value of investments

   $ —         $ 329,427,363   

Interest and dividend income

     70,140,738         61,405,801   
  

 

 

    

 

 

 
     70,140,738         390,833,164   

Interest income on notes receivable from participants

     4,990,459         4,622,094   

Contributions:

     

Participants

     299,582,357         279,462,376   

Employer

     130,147,512         122,675,804   
  

 

 

    

 

 

 
     429,729,869         402,138,180   
  

 

 

    

 

 

 

Total additions

     504,861,066         797,593,438   

Deductions

     

Net depreciation in fair value of investments

     114,563,815         —     

Benefits paid to participants and transfers out

     377,993,327         404,738,021   

Administrative expenses

     6,645,832         6,335,971   
  

 

 

    

 

 

 

Total deductions

     499,202,974         411,073,992   
  

 

 

    

 

 

 

Net increase

     5,658,092         386,519,446   

Net assets available for benefits at beginning of year

     5,262,969,783         4,876,450,337   
  

 

 

    

 

 

 

Net assets available for benefits at end of year

   $ 5,268,627,875       $ 5,262,969,783   
  

 

 

    

 

 

 

See Notes to Financial Statements.

 

3


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements

December 31, 2015

1. Description of the Plan

The following description of the U.S. Bank 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan’s Summary Plan Description (the “SPD”) for a more complete description of the Plan’s provisions. The SPD can be reviewed by visiting the U.S. Bank Retirement Program website at www.yourbenefitsresources.com/usbank.

Administration and Participation

The Plan is a defined contribution retirement plan covering substantially all employees of U.S. Bancorp (the “Company”, the “Plan Sponsor”, and the “Plan Administrator”) and its subsidiaries. Employees are eligible to participate in the Plan on their hire date so long as they are a regular, permanent employee working in an eligible position. Eligible employees are automatically enrolled in the Plan with a before-tax salary deferral of 2 percent of eligible compensation, unless the employee elects otherwise.

Each participant’s account is credited with applicable participant contributions, rollovers, employer contributions, and an allocation of the earnings (losses) of the investment funds in which the participant has elected to invest. Earnings (losses) allocations are based upon the participant account balance, as defined in the plan document. In addition, applicable participant distributions and loans as well as an allocation of administrative expenses are charged to each participant’s account. Participants may invest their account balance in one or more of a variety of investment funds and are immediately 100 percent vested in their entire account balance.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code (the “Code”).

The Plan is administered by the Company’s Benefits Administration and Investment Committees.

Contributions

The Plan permits before-tax and after-tax (“Roth”) elective contributions up to a combined maximum of 75 percent of a participant’s eligible compensation, up to the Internal Revenue Service (“IRS”) limit. Participants age 50 and older whose elective contributions have reached the IRS limit are permitted under the Plan to make before-tax and Roth catch-up contributions up to the IRS catch-up limit. All participant contributions were deposited into the Plan semi-monthly in 2014 and bi-weekly in 2015.

 

4


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

The Company makes a matching contribution equal to 100 percent of each participant’s contribution up to 4 percent of the participants’ annual eligible compensation. A participant becomes eligible for an employer matching contribution on the first day of the month following completion of one full year of service in which the participant has worked at least 1,000 hours. The employer matching contribution is deposited in the Plan annually and is initially invested in eligible participants’ accounts based on their future contribution investment elections. Participants can subsequently change how their matching contributions are invested at any time. The employer contribution receivable represents the Company’s matching contribution for 2015, which was deposited in the Plan in January 2016.

Benefits Paid to Participants

The forms of distribution offered by the Plan are a partial or total lump sum payment.

Participant Loans

The Plan contains provisions allowing participants to borrow from their accounts. Participants may have only two loans outstanding at a time. The minimum loan is $1,000 and the maximum is the lesser of 50 percent of the participant’s account balance or $50,000 minus the participant’s highest outstanding loan balance during the past 12 months. The loans bear interest at 1 percent above the prime interest rate at the date of issuance as determined monthly by the Plan Administrator. Principal and interest is paid ratably through semi-monthly payroll deductions in 2014 and bi-weekly payroll deductions in 2015. If a participant terminates employment with the Company, the loan is due within 90 days of the date of termination. If the loan is not repaid by the last day of the quarter following the quarter in which it was due, it will be treated as a distribution to the participant. However, a participant may elect to continue to make loan payments on a monthly basis after their employment terminates to avoid having their loan treated as a distribution.

Plan Investments

The Plan includes an employee stock ownership plan (“ESOP”) fund. All participant and employer matching contributions credited to a participant’s account that are invested in qualifying employer securities are invested in the ESOP fund. The primary purpose of the ESOP fund is to benefit participants and beneficiaries by obtaining and retaining for them a position of equity ownership in the Company. Dividends paid on qualifying employer securities held in the ESOP are either reinvested in the ESOP or paid directly to the participant, at their election.

 

5


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Plan Termination

Although it has not expressed any intention to do so, the Company has the right to suspend or terminate the Plan at any time by action of its Board of Directors subject to the provisions of ERISA. In the event of a termination of the Plan, all participant account balances remain fully vested and are eligible for distribution.

2. Significant Accounting Policies

Accounting Method

The financial statements of the Plan are prepared using the accrual method of accounting under U.S. generally accepted accounting principles.

Investment Valuation and Income Recognition

Investments held by a defined contribution retirement plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. For the portion of the net assets available for benefits attributable to fully benefit-responsive investment contracts, contract value is the relevant measure because it is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan. See Note 4 for a discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. If a trade is open at the end of the year, a receivable for securities sold but not yet settled or a payable for securities purchased but not yet settled is reflected in the statement of net assets available for benefits. Dividends are recorded on the ex-dividend date.

Brokers’ commissions and other expenses incurred upon the purchase of corporate stock are included in the cost of the corporate stock. Brokers’ commissions and other expenses incurred upon the sale of corporate stock are reflected as a reduction in the proceeds from the sale.

The change from the beginning to the end of the year in the difference between current value and the cost of investments is reflected in the statement of changes in net assets available for benefits as net appreciation or depreciation in fair value of investments.

 

6


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

2. Significant Accounting Policies (continued)

 

The net gain (loss) on sales of investments is the difference between the proceeds received and the average cost of investments sold and is also reflected in the statement of changes in net assets available for benefits in net appreciation or depreciation in fair value of investments.

Notes Receivable From Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are paid by participants who borrow from their accounts. If a participant ceases to make loan payments and the Plan Sponsor deems the loan to be a distribution, the participant loan balance is reduced, and a benefit payment is recorded. Accordingly, no allowance for credit losses has been recorded as of December 31, 2015 or 2014.

Administrative Expenses

Recordkeeping, investment management, trust, consulting, audit, and other administrative fees are paid by the Plan and are recorded as administrative expenses as incurred.

Payment of Benefits

Benefit payments are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

 

7


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

2. Significant Accounting Policies (continued)

 

Risks and Uncertainties

The Plan’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

New Accounting Pronouncements

Effective January 1, 2015, the Plan early adopted accounting guidance, issued by the Financial Accounting Standards Board (“FASB”) in May 2015, which exempts investments measured using the net asset value (“NAV”) practical expedient from categorization within the fair value hierarchy. The guidance was retrospectively applied to all periods presented in the financial statements.

Effective January 1, 2015, the Plan early adopted accounting guidance, issued by the FASB in July 2015, which simplifies employee benefit plan reporting with respect to fully benefit-responsive investment contracts and plan investment disclosures. The guidance eliminates the requirement to measure and report the fair value of fully benefit-responsive investment contracts, with contract value being the only required measure. The guidance also eliminates the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. It also simplifies the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics and risks. The guidance was retrospectively applied to all periods presented in the financial statements.

 

8


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

3. Stable Value Fund

 

The Plan offers a stable value investment option, the U.S. Bank Stable Value Fund (the “Fund”). The Fund invests in fully-benefit responsive investment contracts, including synthetic guaranteed investment contracts (“GIC”) and a separate account GIC issued by insurance companies which consists of insurance and wrapper contracts, and short-term investments. These investments are reported at contract value. The following table disaggregates contract value between the types of investment contracts held by the Plan:

 

     December 31,  
     2015      2014  

Synthetic guaranteed investment contracts

   $ 265,853,451       $ 261,026,502   

Separate account guaranteed investment contract

     84,345,291         82,279,018   
  

 

 

    

 

 

 

Total

   $ 350,198,742       $ 343,305,520   
  

 

 

    

 

 

 

The synthetic GICs consist of two parts: an underlying investment owned directly by the Plan and a wrapper contract purchased from an insurance company. The wrapper contract guarantees full payment of principal and interest. The wrapper contract amortizes realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate. These investments are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses.

The separate account GIC is an investment in a segregated account of assets maintained by an insurance company for the benefit of the investors. The total return of the segregated account assets supports the separate account GIC return.

The Plan’s ability to receive amounts due in accordance with the fully benefit-responsive investment contracts is dependent on the third-party issuers’ ability to meet its financial obligations. The issuers’ ability to meet its contractual obligations may be affected by future economic and regulatory developments.

 

9


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

3. Stable Value Fund (continued)

 

Certain events may limit the ability of the Plan to transact at contract value with the contract issuer. Such events include:

 

    Premature termination of the contracts by the Plan

 

    Material amendments to the Plan’s documents or administration

 

    Changes to the Plan’s competing investment options, including the elimination of equity wash provisions

 

    Complete or partial termination of the Plan, including merger with another plan

 

    The failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA

 

    Bankruptcy of the Plan Sponsor or other Plan Sponsor event that causes a significant withdrawal from the Plan

 

    Any change in law, regulation, ruling, administrative or judicial position, or accounting requirement applicable to the Plan

 

    The delivery of any communication to the Plan’s participants designed to influence a participant not to invest in the investment option

At this time, the Plan Sponsor does not believe that the occurrence of any such market value event that would limit the Plan’s ability to transact at contract value with participants is probable.

In addition, certain events allow the issuers to terminate the contracts with the Plan and settle at an amount different from contract value. Those events may be different under each contract. Examples of such events include the following:

 

    An uncured violation of the Plan’s investment guidelines

 

    A breach of material obligation under the contract

 

    A material misrepresentation

 

    A material amendment to the agreements without the consent of the issuer

 

10


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

3. Stable Value Fund (continued)

 

The Fund owns units of the Wells Fargo/BlackRock Short-Term Investment Fund S and Wells Fargo Stable Return Fund W, both of which serve as the Fund’s short-term liquidity vehicle.

4. Fair Value Measurements

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

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

 

    Level 1 – Quoted prices in active markets for identical assets. Level 1 includes mutual funds and corporate stocks.

 

    Level 2 – Observable inputs other than Level 1 prices, such as quoted market prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. Level 2 includes a life insurance policy.

 

    Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. The Plan had no Level 3 investments during 2015 or 2014.

If the Plan were to change its valuation inputs for measuring financial assets at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets to another level in the hierarchy based on the new inputs used. The Plan would recognize these transfers at the end of the reporting period in which the transfers occurred. During the years ended December 31, 2015 and 2014, there were no transfers of financial assets between the hierarchy levels.

 

11


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

4. Fair Value Measurements (continued)

 

The following section is a description of the valuation techniques and inputs used by the Plan to measure each major class of assets at fair value. During 2015 and 2014, there were no changes to the valuation techniques used by the Plan to measure fair value. There were no unfunded commitments related to these investments for the years ended December 31, 2015 and 2014.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Corporate stocks: Valued at the last reported sales price of the year in the national security exchange in which the individual securities are traded.

Life insurance policy: Valued at cash surrender value per insurance company at year-end.

As required by applicable authoritative accounting guidance, the level in the fair value hierarchy within which the fair value measurement of the asset in its entirety is classified is based on the lowest-level input that is significant to the fair value measurement in its entirety.

 

12


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

4. Fair Value Measurements (continued)

 

The following table summarizes the Plan’s investment assets measured at fair value at December 31:

 

     Level 1      Level 2      Total  

2015

        

Mutual funds

   $ 1,717,958,882       $ —         $ 1,717,958,882   

Corporate stocks

     1,210,849,087         —           1,210,849,087   

Life insurance policy

     —           12,314         12,314   
  

 

 

    

 

 

    

 

 

 
   $ 2,928,807,969       $ 12,314         2,928,820,283   

Plan investment assets not classified in fair value
hierarchy(a):

        

Collective investment funds(b)

           1,686,933,351   

103-12 investment entity(c)

           47,098,738   
        

 

 

 

Total plan investment assets at fair value

         $ 4,662,852,372   
        

 

 

 
     Level 1      Level 2      Total  

2014

        

Mutual funds

   $ 1,261,335,064       $ —         $ 1,261,335,064   

Corporate stocks

     1,365,206,029         —           1,365,206,029   

Life insurance policy

     —           11,870         11,870   
  

 

 

    

 

 

    

 

 

 
   $ 2,626,541,093       $ 11,870         2,626,552,963   

Plan investment assets not classified in fair value
hierarchy(a):

        

Collective investment funds(b)

           2,006,055,050   

103-12 investment entity(c)

           43,835,605   
        

 

 

 

Total plan investment assets at fair value

         $ 4,676,443,618   
        

 

 

 

 

(a)  These investments are valued based on net asset value per unit, as provided by the trustee of the fund as a practical expedient, and have not been classified in the fair value hierarchy. The fair value amounts are provided to reconcile to the statement of net assets available for benefits.

 

(b)  There are currently no redemption restrictions on these investments, except for two of the investments. One investment currently has no significant redemption restrictions and the other investment requires the Plan to provide a 12-month redemption notice to liquidate its entire interest in the fund.

 

(c)  There are currently no redemption restrictions on this investment.

 

13


U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

 

5. Transactions With Parties in Interest

 

The Plan allows for transactions with certain parties who may perform services or have fiduciary responsibilities to the Plan. Parties in interest include the Company and U.S. Bank National Association (the “Trustee”). Transactions involving funds administered by the Trustee are considered party-in-interest transactions. These transactions are not considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.

The Plan invests in the common stock of the Company. At December 31, 2015 and 2014, the Plan held 28,299,845 and 30,256,225 shares, respectively, of U.S. Bancorp common stock. During the years ended December 31, 2015 and 2014, the Plan recorded dividend income from U.S. Bancorp common stock of $29,319,144 and $30,388,046, respectively.

The Plan also invests in a money market mutual fund of First American Funds, Inc., which is managed by the Company.

6. Tax Status

The Plan received a determination letter from the IRS dated in 2013, stating it is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken by the Plan. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2012.

 

14


 

 

Supplemental Schedule

 

 

 


U.S. Bank 401(k) Savings Plan

EIN #41-0255900             Plan #004

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2015

 

Identity of Issuer,

Borrower, Lessor

or Similar Party

  

Description of Investment, Including Maturity

Date, Rate of Interest, Par, or Maturity Value

   Current Value  

Mutual funds

        

Cramer Rosenthal McGlynn, LLC

     6,102,517      

shares of Small/Mid Cap Value Fund

   $ 75,183,012   

Dodge & Cox

     1,112,112      

shares of International Stock Fund

     40,569,849   

First American Funds, Inc(1)

     6,641,068      

shares of Prime Obligations Fund

     6,641,068   

Metropolitan West Asset Management, LLC

     19,274,368      

shares of Total Return Bond Fund

     192,743,678   

Vanguard

     9,586,377      

shares of Developed Markets Index Fund

     177,252,115   

Vanguard

     1,360,722      

shares of Extended Market Index Fund

     213,483,729   

Vanguard

     4,848,823      

shares of Institutional Index Fund

     904,935,795   

Vanguard

     10,070,455      

shares of Total Bond Market Index Fund

     107,149,636   
        

 

 

 

Total mutual funds

           1,717,958,882   

Corporate stock

        

Piper Jaffray Companies

     81,552      

shares of common stock

     3,294,701   

U.S. Bancorp(1)

     28,299,845      

shares of common stock

     1,207,554,386   
        

 

 

 

Total corporate stock

           1,210,849,087   

Collective investment funds

        

American Century Investments

     3,189,299      

units of Non U.S. Growth Equity Fund

     44,618,294   

The Boston Co Asset Management, LLC

     5,072,236      

units of EB US Small-Mid Cap Value Equity Fund

     79,836,996   

Principal Global Investors

     412,745      

units of Small Mid Cap Growth Equity Fund

     73,975,949   

Vanguard

     345,622      

units of Target Retirement 2010 Trust Plus

     13,406,687   

Vanguard

     2,233,029      

units of Target Retirement 2015 Trust Plus

     91,040,610   

Vanguard

     5,322,267      

units of Target Retirement 2020 Trust Plus

     225,025,437   

Vanguard

     5,645,244      

units of Target Retirement 2025 Trust Plus

     244,721,314   

Vanguard

     4,555,034      

units of Target Retirement 2030 Trust Plus

     202,471,273   

Vanguard

     3,821,464      

units of Target Retirement 2035 Trust Plus

     173,914,821   

Vanguard

     3,073,400      

units of Target Retirement 2040 Trust Plus

     141,560,814   

Vanguard

     2,722,437      

units of Target Retirement 2045 Trust Plus

     125,395,452   

Vanguard

     1,702,655      

units of Target Retirement 2050 Trust Plus

     78,441,317   

Vanguard

     684,128      

units of Target Retirement 2055 Trust Plus

     31,469,898   

Vanguard

     390,929      

units of Target Retirement 2060 Trust Plus

     10,820,906   

Vanguard

     431,335      

units of Target Retirement Income Trust Plus

     15,937,837   

Wells Fargo Bank, N.A./BlackRock

     7,259,317      

units of Short-Term Investment Fund S(2)

     7,259,317   

Wells Fargo Bank, N.A.

     911,082      

units of Stable Return Fund W(2)

     47,887,932   

William Blair & Company, LLC

     4,971,639      

units of Small Cap Growth Fund

     79,148,497   
        

 

 

 

Total collective investment funds

           1,686,933,351   

103-12 investment entity

        

Vontobel Asset Management, Inc

     4,186,554      

units of International Equity Fund

     47,098,738   

Synthetic GICs

        

Wells Fargo Bank, N.A.

     13,151,644      

units of Fixed Income Fund F(2)

     179,491,002   

Wells Fargo Bank, N.A.

     7,151,048      

units of Fixed Income Fund L(2)

     86,498,364   

American General Life Insurance Company

     

Wrapper contract number 1650008, 1.73%(2)

     131,198   

Prudential Life Insurance Company

     

Wrapper contract number GA-62309,
1.78%(2)

     198,122   

Voya Retirement Insurance and Annuity Co

     

Wrapper contract number 60305, 2.35%(2)

     (465,235
        

 

 

 
           265,853,451   

 

15


U.S. Bank 401(k) Savings Plan

EIN #41-0255900             Plan #004

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (continued)

 

Identity of Issuer,

Borrower, Lessor

or Similar Party

  

Description of Investment, Including Maturity

Date, Rate of Interest, Par, or Maturity Value

   Current Value  

Separate account GIC

        

Metropolitan Life Insurance Company

     694,005       units of MetLife Separate Account #613(2)      84,345,291   

Life insurance policy

        

New England Mutual Life Insurance Co

     1       policy      12,314   
        

 

 

 

Total Investments

           5,013,051,114   

Participant loans (1)

      Principal loan amount, interest rates ranging from 4.25% to 10.50% with varied maturities from January 15, 2016 to January 27, 2030      118,913,144   
        

 

 

 

Total Assets

         $ 5,131,964,258   
        

 

 

 

 

(1) Denotes party in interest to the Plan.
(2) Investment held by the U.S. Bank Stable Value Fund.

 

16

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-100671, 333-166193 and 333-189506) pertaining to the U.S. Bank 401(k) Savings Plan of our report dated June 24, 2016, with respect to the financial statements and supplemental schedule of the U.S. Bank 401(k) Savings Plan included in this Annual Report (Form 11-K/A) for the year ended December 31, 2015.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

June 28, 2016



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