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AGM 2020

Apr 21, 2020

Speaker 1

And welcome to the U. S. Bancorp Annual Meeting of Stockholders. I would now like to turn the conference over to Andy Cecere. Please go ahead.

Speaker 2

Good morning, and thank you for joining us today for the U. S. Bancorp 2020 Annual Shareholder Meeting. We wish we could be together with you in person today, but we really do appreciate your flexibility during the COVID-nineteen pandemic to make this a virtual meeting. We placed a high priority in keeping people safe and healthy during the crisis, and we hope you and yours are well.

I'm Andy Cecere, Chairman, President and CEO of U. S. Bancorp. Joining me on the line today is Laura Benarski, our Deputy General Counsel and Corporate Secretary, who will serve as secretary for the meeting. Also in attendance today are our Board of Directors and Managing Committee as well as Dominic Gaffrida from U.

S. Bancorp's Independent Auditors. I will now call the meeting to order. We will first conduct the necessary business for the meeting before providing a brief management report. After that, we will address questions that were submitted prior to the meeting and questions that are shared on the website during the meeting.

If you have logged into the meeting with your control number, you may ask a question by typing it in the box at the bottom of the screen at any time during the meeting. Now we return to the formal business portion of the meeting. I'll turn the call over to Laura Benarski.

Speaker 3

Thank you, Andy. I've received an affidavit of mailing from Broadridge Financial Solutions, which states that the notice of meeting and accompanying proxy materials and annual report were mailed or made available on or about March 10, 2020, to shareholders of record on February 25, 2020, the record date for shareholders entitled to notice of this meeting, which is in accordance with our company's bylaws. The matters requiring a vote by the shareholders are discussed in the proxy statement. Our Inspector of Elections, a representative from Broadridge Financial Solutions is present by phone at this meeting and has reported that we've received proxies representing a substantial majority of our outstanding voting stock, which represents a quorum for the meeting. The polls for voting on all matters are hereby opened at this time, 10:0:2 am on April 21, 2020.

If there are any shareholders who have not voted and want to vote or who want to revoke a proxy previously given, please do so now using the Vote Here button on the bottom of your screen. If you've previously voted by proxy, you do not need to vote today unless you wish to change your vote. We'll now consider the 3 proposals before us. The first proposal is the election of 13 directors whose names and qualifications are listed in the proxy statement. Each of our directors has been nominated to serve a Director of the company for a 1 year term ending at the Annual Meeting in 2021.

The second proposal is ratification of the selection of as the independent auditors for the company for the fiscal year ending December 31, 2020. The 3rd proposal is the advisory approval of the compensation of our executives as described in the proxy statement. The Board of Directors recommends a vote for each of the director nominees and for each of the other two proposals. If you're voting today and have not yet voted electronically, please do so now by clicking on the Vote Here button on your screen. You will need the control number on the notice of availability of proxy materials that you received in order to vote online.

I'll pause here to allow shareholders to vote. It's 10:0:3 a. M. And the polls for voting on the matters before this meeting are now closed. The company has already received proxies sufficient to elect all 13 director nominees, ratify the appointment of the auditors and give advisory approval of our executive compensation program as described in our proxy statement.

The final voting results will be published in a Form 8 ks report, which we will file with the SEC within 4 business days. The results will also be available from our Investor Relations department. There being no other business to attend to, I declare the business portion of the 2020 Annual Meeting of Shareholders concluded.

Speaker 2

Thank you, Laura. For the next few minutes, I want to give you an update on our company and what we accomplished this past year. We are very proud of the progress and believe we are in a position of strength which will help us continue to move into the future. We are also living in unprecedented times, and the COVID-nineteen pandemic has changed many aspects of life and business around the globe. I will touch on some of the things we are doing to respond to the crisis and how we are focusing not only on keeping people safe, but also running our business in a way that's consistent with our core values and committed to creating value for you.

As we look where we ended 2019, we see 4 key advantages that position us well for long term success. 1st, we have a long history of strong financial and risk management capabilities driving solid returns and reduced volatility. 2nd, we are able to sustain these results because we have a collection of diverse businesses that provide high returns and are capital efficient. We are proud of our reputation, which is rooted in trust and engagement. We are recognized for our focus and attention in the areas that matter most to our constituents.

And finally, we have a clear strategy that we are executing effectively. We have deliberately built out this strategy to be flexible yet clear as we respond and proactively move quickly in a rapidly changing environment. Those advantages were evident as we reviewed our 2019 results. As you can see on this chart, U. S.

Bank is the 5th largest commercial bank in the United States based on assets, deposits and market cap. As you also can see, we are much more valuable than we are big. On the left hand side, we are 1 fourth of the size of the bank above us in terms of assets, but on the right, more than half as valuable from a market cap perspective. That's a function of that business mix and higher returns that I talked about. Our financial results were strong in 2019.

We reported net income of $6,900,000,000 and earnings per diluted common share of $4.16 Our Board of Directors approved a 13.5% increase in our dividend, reflecting those strong results. You can see our 2019 performance metrics on Page 10. On a core basis, we delivered an industry leading 14.7% return on equity and a 1.5% return on assets. Our efficiency ratio, another key measure of profitability, was also best in class at 54.6%. Debt ratings are a key measure of our financial strength.

Ours are the best in the industry. We also continue to be recognized outside the company for our efforts to be one of the best banks in the world. Fortune Magazine named U. S. Bank Corp World's Most Admired Company, recognizing several of our attributes as most admired among all companies, not just banks, as well as naming us the world's most admired super regional bank for the 10th year in a row.

Ethisphere Institute, a global leader in defining and advancing the standards of ethical practices, announced 135 companies spanning 23 countries and 57 industries. And we were honored as a 2020 Most Ethical Company. U. S. Bancorp was one of those for the 6th year in a row.

And 3 of our senior leaders were listed under the most powerful women in banking list and the most powerful women in finance list. That commitment to excellence extends to a focus on the community as well. We have a strong legacy of ongoing commitment to diverse communities we serve. In 2019 alone, we provided more than $60,000,000 in grants and contributions to non profit organizations. We spent $560,000,000 with diverse suppliers and we provided $2,000,000,000 in small business loans through the Small Business Administration Program.

This is separate and distinct from the COVID-nineteen Paycheck Protection Program. And our employees volunteered more than $334,000 to help support the communities where we live and work. We believe in being a good corporate citizen and taking that responsibility seriously. As I mentioned at the start of the call today, all of our directors are with us on the line. This year, we are saying farewell to 5 of our Board members, Art Collins, Doreen Wu Ho, David O'Malley, Odell Owens and Craig Schnook.

We are deeply grateful for the many years of dedicated service to our company. They have each contributed wise counsel and diverse insights to our management team as we move through these periods of great change in the industry. I want to personally extend my thanks to each of these talented individuals for all their contributions over the years. You will certainly be missed. I would also like to introduce our newest Board member, John Lehigh.

John is Chairman and retired CEO of C. H. Robinson Worldwide, a multimodal transportation services and logistics solutions company with annual revenues greater than $16,000,000,000 and operations in 4 continents. He served as President and Chief Executive Officer of CEH Robinson for 17 years. Welcome, John.

Our returning directors are shown here. We appreciate their counsel, support and leadership across a variety of industries, backgrounds and experiences. Also on the line with us today is our Managing Committee. The banking industry is highly competitive and this talented group of people who leads our organization on a day to day basis sets us apart from our peers. I am extremely proud of this strong team of leaders, our Board and our management team and the standard they set for more than 70,000 employees around the world.

Everyone is intensely focused on meeting the financial needs and objectives of our customers as we operate in a culture rooted in ethics and integrity. As you can see, 2019 was a successful year and we started 2020 from a position of strength. We will continue to leverage our competitive advantages. These were important to us in the past and we will work hard to ensure they remain strong in the future. And we are also investing for the future.

As the world continues to change, we'll rise to the occasion and meet the changing customer behaviors, needs and expectations. Before we move to the question and answer portion of today's meeting, I want to give you an update on how we've been responding to the COVID-nineteen pandemic. Our biggest priorities during this time are keeping people healthy and safe while running our business effectively. We've been able to achieve these two goals by focusing on supporting employees, customers and communities. We've taken a number of steps to support our employees.

For example, we announced a premium pay program to provide more than 30,000 critical frontline employees at our branches, operations and contact centers as well as field operation offices and critical service locations with a temporary 20% wage increase. We expanded our flexible lead policies to allow employees the time they need to take care of themselves and their family members, while giving them the tools they need to stay healthy. We increased our communication across the bank. As well, we moved 75% of non office critical employees to work from home or remote locations to increase social distancing to our colleagues in office critical roles. We launched an internal HR reporting tool to monitor and track presumptive and confirmed employee cases, including guidelines around notification, self isolation, site cleaning and disinfecting.

And we deployed personal protection equipment to help employees prevent the spread of virus. For our customers, we temporarily adjusted the operations of our branches to promote the safety of our employees and customers, decreasing lobby usage, encouraging drive thru use and consolidating operations while maintaining access in all markets. We made temporary adjustments to certain consumer and small business lending products and services to make them more affordable and accessible to existing customers who may be financially impacted. We are waiving credit card fees and working to enhance our Skip A Pay and payment deferral programs. We provided access to the Small Business Administration Paycheck Protection Program to help small businesses owners get the help they need.

We raised our mobile check deposit limits for many customers so they can deposit checks quickly and securely using the U. S. Bank mobile app while staying safe at home. And we're increasing our access to digital tools and improving the experience for those who choose to remote bank remotely during the pandemic. Lastly, on the community front, we announced a $30,000,000 new and redirected investment in our communities to help with immediate and long term relief efforts.

This includes $4,000,000 in grants for LISC, the United Way and Operation Hope to focus on small business recovery and crisis relief and an additional $26,000,000 of local nonprofits across the country to support individuals and families with financial education, affordable housing and work assistance. We doubled company matches for the U. S. Bank Foundation for qualified employee charitable contributions through the employee matching gifts program. And we established a virtual network of employees who will assist nonprofits during this time of need.

We continue to monitor and adjust our approach to meet the changing needs of our employees, customers and communities during this time. And we will emerge stronger because of the focus on doing the right thing together. With that, I'd like now to move to the question and answer portion of our meeting. As I mentioned earlier, we received several questions in our proxy voting process prior to the meeting today, which we will address first. You may also ask questions now via the bottom at the bottom of the box on your screen if you have a shareholder control number, which was provided with your proxy materials.

We may group similar questions together and we'll address them only once as we get to attempt to get to as many different topics as possible. We will address questions to broad interest to our shareholders at this meeting. If you have questions related to your employment at U. S. Bancorp or a particular customer concern, please direct your question to your manager, HR business partner or usbanccommunicationsusbank.com so we can address them.

We'll wrap up the question and answer session no later than 11 am. I'm going to start with some of the submitted questions. First of all, we received several questions as you might expect around the COVID-nineteen pandemic. And while I address most of them in the presentation, I want to talk a little bit about how we're moving ahead. As we look ahead to ensure we are proactively preparing employees to return to offices and we consider the approach, we are guided by a few core principles, including protecting the health, safety and confidence of our employees and customers, promoting social distancing and providing necessary PPE.

We will follow state and local guidelines, staggering the return to office for employees and standing up necessary health screenings as advised by healthcare experts. In alignment with our guiding principles and tactical execution, our return to office will require a phased in approach to reach a new normal in late 2020. There were a number of questions around dividends and whether they will be impacted by the recent stock price changes or the impacts of COVID-nineteen. First of all, as you know, the dividend question is a Board decision. But generally speaking, banks are in good shape from both a liquidity and capital perspective, which is why we are all able to help our customers while protecting employees, which is exactly what we are focused on right now.

We have reviewed a number of different scenarios and I can say that based on what I know today, even if the economic downturn persisted through most of the year 2020, we still believe we can maintain the dividend, which is very important for our shareholders. There were several questions around product and services we offer and our approach to digital versus personal customer interactions. As customer banking behaviors have changed, so do we. We have seen a rapid migration towards digital and mobile banking platforms as well as adjusting our operations and approach accordingly. In fact, 75% of our customers now interact with us in a digital fashion.

However, we also recognize that many customers still prefer face to face interactions and we're balancing the needs of all customers as we increase the availability of digital solutions. The next question is why doesn't U. S. Bank have equal representation on women on its Board? Shouldn't this be a priority?

I would respond to say that our Board of Directors is very focused on creating a diverse Board, which provides the best form of oversight for our management team. 5 of our 13 Board members are female, which at 38% represents a greater level of gender diversity on the Board than you will find at most large companies. We will continue to make sure that women and people of color are considered for every open Board seat so that we continue to increase the Board diversity. There were a number of questions about the size of our Board. Our shareholders just elected 13 directors, which is the median size for our peer group.

Directors play an important role in overseeing management and continually testing our thinking about how we manage the company overall. There were a number of questions submitted related to executive pay and pay for other employees in the company. I would say we work hard to ensure all employees are paid appropriately and their contributions to the success of the company regardless of gender and or ethnicity. We regularly review and assess our pay and benefits compared with our peer organizations and markets where we work to ensure we're providing competitive options for our employees. And we're committed to fair compensation at all levels of the organization and are confident we have a competitive compensation program in place.

Our Board of Directors determines executive compensation And the Board is reviewing and will continue to review the market and industry conditions around us to determine the appropriate actions given the pandemic. There was a question submitted regarding increases of pension plan amounts for retirees. U. S. Bank, we are very proud of the fact that we are one of the few remaining companies in the banking industry with both an active pension plan in addition to 401 matching program and we intend to maintain that competitive retirement program going forward.

A question was submitted about why the bank is making so many commercial loans. Is there a danger in carrying so much commercial property? As I mentioned earlier in my presentation, we are able to sustain our industry leading results because we have a collection of diverse businesses and core financial products. There is high customer demand for commercial loans right now and we need to support our customers as best we can. We will continue to pay close attention to concentrations in our loan portfolio and keep our total portfolio risk within our risk appetite while generating returns for our shareholders.

We also received a question on the Paycheck Protection provision and let me give you some facts on that. We have funded over 17,000 500 loans through the PPP program and before the funding was exhausted. This amounts to over 2,500,000,000 dollars And in that amount, we served about 24% of those loans were to LMI Communities. The typical size were for customer employees of 15 to 20 employees and we helped more than 300,000 employees across the country. We are continuing to work with thousands of those customers who haven't made the funding before the funding was exhausted.

We anticipate there will be additional funding as soon as this week and we are ready and prepared to submit those to the SBA for funding. We have a question around the growth in the size of passive funds, corporate ownership interest in U. S. Corporations, including U. S.

Bancorp. Specifically, the question is related to BlackRock and Vanguard's outstanding share percentages in U. S. Bancorp and also serving as the investment manager for a significant portion of the company's 401 retirement. Does the Board see this growing ownership concentration as a positive or negative development as regards to long term corporate planning and performance and are there potential conflicts of interest.

So to step back, we are now the company for the long term and we have, as I said, delivered consistently leading industry returns and while also managing the risk appropriately. And that's true whether the shareholders are passive funds or actively managed funds. In other words, we would not manage the company differently based on the ownership mix. Additionally, we don't see this as a conflict of interest because all shareholder benefits from us delivering industry leading returns, which helps then drive stock performance. As we close today, I want to thank you for being a U.

S. Bank shareholder. We are proud of our business and we are proud of our ability to create value for you. The business of meeting is concluded and this meeting is now adjourned. Thank you for attending the meeting.

Have a good day and please stay safe. Thank you.

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