U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 STATEMENT), AS AMENDED - PDF

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PROSPECTUS 800 Nicollet Mall Minneapolis, Minnesota (651) U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 STATEMENT), AS AMENDED This document constitutes part of a prospectus
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PROSPECTUS 800 Nicollet Mall Minneapolis, Minnesota (651) U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 STATEMENT), AS AMENDED This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. The date of this prospectus is April 20, \7 Plan Document INFORMATION ABOUT THE U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 RESTATEMENT), AS AMENDED The U.S. Bank Outside Directors Deferred Compensation Plan (2005 Restatement), as amended to date (the Plan ), is attached as Appendix C to this prospectus. You should carefully review the Plan and this prospectus before electing to defer compensation pursuant to the Plan. Description of Securities The securities offered pursuant to the Plan represent: (1) obligations (the Deferred Compensation Obligations ) of U.S. Bancorp to pay deferred compensation in the future in accordance with the terms of the Plan and (2) shares of U.S. Bancorp common stock, $0.01 par value per share ( U.S. Bancorp Common Stock ). As a non-employee member of the Board of Directors of U.S. Bancorp, you are entitled to defer receipt of director fees into the Plan. The amount of compensation to be deferred by you is determined in accordance with the Plan based on your elections. The compensation you elect to defer is credited to your deferred compensation account, which is solely a recordkeeping account. Your deferred compensation account is credited with earnings and investment gains and losses determined by assuming that the amount in your deferred compensation account was invested in the measurement funds selected in accordance with the terms of the Plan. The measurement funds offered under the Plan are selected by the Plan Administrator and include various investment funds and U.S. Bancorp Common Stock, as described in Appendix A. You are permitted to elect from the measurement funds authorized under the Plan. U.S. Bancorp is not required to invest any amounts as a result of your selection of these measurement funds. The measurement funds are merely measuring tools to determine the amount by which your account balance will be debited or credited to reflect deemed investment returns on your deferred compensation. The Plan is an unfunded plan, and U.S. Bancorp is not required to set aside funds or otherwise provide any mechanism for paying the credited amounts. The Deferred Compensation Obligations are U.S. Bancorp s obligations to pay to you in the future your deferred compensation account balance. The Deferred Compensation Obligations are general unsecured obligations of U.S. Bancorp and they are subject to the claims of U.S. Bancorp s general creditors. The amount of compensation to be deferred by you is determined in accordance with the Plan based on your elections. The Deferred Compensation Obligations generally are payable upon the earlier of your death or Separation from Service (as defined in the Plan), subject to exceptions for in-service withdrawals in the event of an Unforeseeable Emergency (as defined in the Plan), and certain court-ordered distributions, distributions in the event the Plan fails to meet the requirements of Section 409A of the Internal Revenue Code and distributions upon termination of the Plan. The Deferred Compensation Obligations generally are payable in cash in the form of a lump-sum distribution or in installments paid over 5-year, 10-year, 15-year or 20-year periods, in accordance with the election you made when you elected to defer the compensation. To the extent that U.S. Bancorp Common Stock is the designated measurement fund for all or part of your deferred compensation account at the time of distribution, unless otherwise determined by the Committee, such portion of your account will be distributed in shares of U.S. Bancorp Common Stock, provided that fractional shares will be paid in cash. You may designate one or more beneficiaries to receive any portion of the Deferred Compensation Obligations payable in the event of your death. You or your beneficiaries may not assign or transfer any right or interest in the Plan, and the payments under the Plan may not be subject to alienation, attachment, execution, levy, pledge or garnishment by or on behalf of your creditors or creditors of your beneficiaries. U.S. Bancorp reserves the right to amend or terminate the Plan, provided that a Plan termination will comply with Section 409A of the Internal Revenue Code. The foregoing summarizes the material terms of the Deferred Compensation Obligations. It is not a complete description of the Deferred Compensation Obligations, and is qualified in its entirety by reference to the Plan \7 Deemed Investment Options The Plan permits you to allocate the amounts in your account among one or more deemed investment options for purposes of measuring the value of the benefit. Appendix A provides a brief description of the characteristics of each of the measuring options (also known as measurement funds) available under the Plan, and Appendix B shows the annual rates of return for the past three years for each of the measurement funds. In addition, a chart showing the historical returns of these investment options is available online on the Your Benefits Resources website at and you may request online that printed copies be mailed to you. Also, you may access an expanded description of the investment options (a fund prospectus) online or request online that a hard copy be mailed to you. Risk of Loss The Plan provides an opportunity for you to defer receipt of taxable income into the future, but it is not without risk. U.S. Bancorp s obligation to make payments under the Plan are general unsecured obligations of U.S. Bancorp. This means that your deferrals under the Plan (and amounts credited to your deferred compensation account as deemed investment returns) are subject to the claims of U.S. Bancorp s creditors in the event of insolvency. Your rights under the Deferred Compensation Obligations will rank equally with the rights of other unsecured creditors of U.S. Bancorp. The measurement funds offered under the Plan include various investment funds and U.S. Bancorp Common Stock, with different degrees of risk, as described in Appendix A. Your deferred compensation account will be credited with earnings and investment gains and losses by assuming that your deferred compensation was invested in one of more of the measurement funds in accordance with the terms of the Plan. Thus, your deferred compensation account is subject to investment risk. As with all market-based investments, earnings are not guaranteed and you could lose money. Selecting U.S. Bancorp Common Stock as a measurement fund involves risks. Unlike the other measurement funds, this deemed investment measure is not diversified because the investment return is measured based on the performance of the stock of a single company. Gains or losses will be determined by the performance of U.S. Bancorp Common Stock and there is a risk that the value of the stock will decline below its value at the time you selected it as a deemed investment measure for your deferred compensation account. In such case, your deferred compensation account would be reduced accordingly and you could lose all or a portion of the value of your deferred compensation account. As with any investment, the past performance of U.S. Bancorp Common Stock is not a guarantee or indicator of future results. Registered Securities In connection with the Plan, U.S. Bancorp has registered the issuance of $1,700,000 of Deferred Compensation Obligations under the Securities Act of 1933, as amended (the Securities Act ). Additional Deferred Compensation Obligations will be registered as needed to satisfy the requirements of the Plan. For a description of the Deferred Compensation Obligations, refer to the section of this prospectus titled Description of Securities. In addition, U.S. Bancorp has registered 140,000 shares of U.S. Bancorp Common Stock under the Securities Act, which may be issued in connection with distributions from the Plan and the U.S. Bancorp Outside Directors Deferred Compensation Plan. The shares of U.S. Bancorp Common Stock to be issued under the Plan may be newly issued shares, available treasury shares or shares of U.S. Bancorp Common Stock purchased in the open market. The name of the registrant whose securities are being offered through the Plan is U.S. Bancorp. Plan Status Under ERISA The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended \7 2 Plan Status Under the Internal Revenue Code The Plan is not, and is not intended to be, qualified under Section 401(a) of the Internal Revenue Code. Federal Tax Consequences Due to the complexity of the applicable provisions of the Internal Revenue Code and regulations thereunder, this summary of certain federal income tax consequences only sets forth the general tax principles affecting the Plan. These general tax principles are subject to changes which may be brought about by subsequent legislation or by regulations and administrative rulings, which may be applied on a retroactive basis. You may be subject to state or local income taxes as a result of your election to defer compensation pursuant to the Plan and should refer to the applicable laws in those jurisdictions. Participating in the Plan reduces your current taxable income and current take-home pay by deferring receipt of income to a future date. Before deciding whether or not to participate in the Plan, you should consult your personal tax or financial adviser. The Plan is designed and intended to satisfy the requirements of Internal Revenue Code Section 409A to avoid any adverse tax and/or penalty results thereunder. However, the tax treatment of your deferred compensation under the Plan is not warranted or guaranteed. You are solely responsible for any and all tax consequences resulting from your election to defer compensation under the Plan, the payment to you of Deferred Compensation Obligations under the Plan, and your participation in the Plan. U.S. Bancorp is not liable for any taxes, penalties or other monetary amounts owed by you, your beneficiary or any other taxpayer as a result of the Plan. We note that (1) the tax advice set forth herein was not intended or written to be used, and cannot be used by you or anyone else, for the purpose of avoiding federal income tax penalties that may be imposed; (2) the advice was written to support the promotion or marketing of the transactions described herein; and (3) we urge you to consult your own tax advisor concerning all tax consequences resulting from your election to defer compensation under the Plan, the payment to you of Deferred Compensation Obligations under the Plan, and your participation in the Plan. The amount of compensation you elect to defer is not subject to federal income tax at the time you make the deferral election or at the time the deferred compensation is credited to your deferred compensation account. When U.S. Bancorp pays you your deferred compensation account (including amounts credited as deemed investment returns based on the measurement funds), the amount of cash you receive, and the value of any common stock you receive, will be treated as ordinary income, subject to federal income taxation, in the year you receive the payment(s). U.S. Bancorp will be allowed an income tax deduction in the amount that, and in the taxable year in which, you recognize ordinary income, to the extent that such amount satisfies the general rules concerning deductibility of compensation. You will pay self-employment taxes (also known as SECA taxes) on the full amount of your benefit when it is paid to you under the Plan. Deferrals under the Plan are not subject to state income tax in the year of deferral for most states. Amounts distributed under the Plan, including any amounts credited as deemed investment returns, generally are subject to state income tax (if applicable) in the years that payments are received. However, state income tax laws differ, and thus choosing one distribution form over another (e.g., installments over a lump sum) may have state tax advantages for you. You should consult your personal tax or financial planner. Special tax treatment that applies to distributions from qualified plans, such as the opportunity to roll over distributions to an IRA or another employer s qualified plan, does not apply to distributions under the Plan because the Plan is not a qualified plan. Fees and Expenses Your account is not charged a fee when you elect to defer compensation or make investment changes to your election of measurement funds. Plan administration and recordkeeping fees are paid by U.S. Bancorp. The operational expenses (e.g., commissions, investment management fees, sales loads, deferred sales charges, redemptions or exchange fees) of each actual investment fund to which each measurement fund under the Plan is \7 3 tied are paid out of the investment fund and are reflected in the net asset value used to value the measurement fund. These fees reduce the overall rate of return of the investment fund and thus, the measurement fund. Account Statements You are able to obtain current information on your accounts via the internet on the Your Benefits Resources website at and you may request online, or by calling , that a statement reflecting the amounts credited to your account and the performance of your measurement funds be mailed to you. If you would like additional information on how to obtain website access, please call Plan Administrator The Plan is administered by the Compensation Committee of U.S. Bancorp or another committee designated by the Board of Directors of U.S. Bancorp. You may obtain additional information about the Plan and its administrator from: U.S. Bancorp Attn: Jane Ludwig Human Resources Department CN-OH-L2HR 5065 Wooster Road Cincinnati, Ohio (812) Resale Restrictions Nonemployee directors who desire to sell any shares of U.S. Bancorp Common Stock acquired under the Plan must comply with either the registration requirements of the Securities Act or the resale limitations of Rule 144 under the Securities Act. This prospectus is not available for resales of securities acquired under the Plan. Nonemployee directors also are subject to the reporting and short-swing trading liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). Nonemployee directors should consult legal counsel for additional information regarding these reporting obligations and trading restrictions before electing to invest U.S. Bancorp Common Stock as a deemed investment measure. Incorporation of Certain Documents by Reference We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the SEC ). The SEC allows us to incorporate by reference some of the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be 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 documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the Deferred Compensation Obligations and U.S. Bancorp Common Stock is completed: our latest annual report on Form 10-K, which contains U.S. Bancorp s audited financial statements for our latest fiscal year; our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC since the end of our last fiscal year; and \7 4 the description of U.S. Bancorp Common Stock contained in any registration statement or report filed by us under the Securities Act, or in any report filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. We will provide you at no cost, upon your written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus (other than exhibits, unless such exhibits are specifically incorporated by reference into such documents) and any report, proxy statement or other communication distributed by us to our shareholders generally. You may obtain a copy of such documents and additional information about the Plan and its administrators by writing us at the Executive Compensation Department, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, or by calling (651) \7 5 APPENDIX A DATED APRIL 20, 2010 TO PROSPECTUS DATED APRIL 20, 2010 U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 RESTATEMENT), AS AMENDED This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. The information below supplements the information contained in the prospectus dated April 20, 2010 under the heading Deemed Investment Options. First American Funds DESCRIPTION OF MEASUREMENT FUNDS Short Term Bond Fund This fund seeks current income while maintaining a high degree of principal stability. The fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in debt securities. It may invest up to 25% of its total assets in U.S. dollar denominated debt obligations of foreign corporations and governments that are not located in emerging market countries. The fund attempts to maintain a weighted average effective maturity and an average effective duration for its portfolio securities of one to three years. The fund s weighted average effective maturity and effective duration are measures of how the fund may react to interest rate changes. Intermediate Government Bond Fund This fund seeks to provide current income that is exempt from state income tax, to the extent consistent with preservation of capital. The fund seeks to achieve its objective by investing primarily in securities that are issued or guaranteed by the U.S. government and its agencies and instrumentalities. The fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in debt securities. It may invest up to 25% of its total assets in U.S. government securities. Fund investments may include: U.S. Treasury obligations, mortgage-backed securities issued to the Government National Mortgage Association, FNHM and FHLMC. and in non-mortgage-related obligations issued or guaranteed by the U.S. Government agencies such as FNMA, FHLMC, Federal Farm Credit Banks, Federal Home Loan Banks System, and Tennessee Valley Authority. In selecting securities for the fund, the fund s advisor first determines its economic outlook and direction in which inflation and interest rates are expected to move. To select individual securities that are consistent with this outlook, the fund s advisor evaluates factors such as credit quality, duration, maturity, yield, liquidity and portfolio diversification. Core Bond Fund This fund seeks to provide high current income with limited risk to capital. The fund seeks to achieve its objective by investing primarily in investment-grade debt securities, including U.S. government securities, mortgage- and asset-backed securities and corporate debt obligations. The fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in debt securities. It may invest up to 25% of its total assets in U.S. dollar denominated debt obligations of foreign corporations and governments that are not located in emerging market countries. The fund s advisor selects securities using a top-down approach, which begins with the formulation of a general economic outlook, fol
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