USB Q1 2018 10-Q

US Bancorp (USB) SEC Quarterly Report (10-Q) for Q2 2018

USB Q1 2018 10-Q
Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from (not applicable)

Commission file number 1-6880

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware 41-0255900

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

651-466-3000

(Registrant's telephone number, including area code)

(not applicable)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES ☑    NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ☑    NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐    NO ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class Outstanding as of July 31, 2018
Common Stock, $0.01 Par Value 1,629,045,046 shares

Table of Contents

Table of Contents and Form 10-Q Cross Reference Index

Part I - Financial Information

1) Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 2)

3

a) Overview

3

b) Statement of Income Analysis

3

c) Balance Sheet Analysis

6

d) Non-GAAP Financial Measures

29

e) Critical Accounting Policies

31

f) Controls and Procedures (Item 4)

31

2) Quantitative and Qualitative Disclosures About Market Risk/Corporate Risk Profile (Item 3)

8

a) Overview

8

b) Credit Risk Management

9

c) Residual Value Risk Management

20

d) Operational Risk Management

20

e) Compliance Risk Management

20

f) Interest Rate Risk Management

20

g) Market Risk Management

21

h) Liquidity Risk Management

23

i) Capital Management

24

3) Line of Business Financial Review

25

4) Financial Statements (Item 1)

32

Part II - Other Information

1) Legal Proceedings (Item 1)

74

2) Risk Factors (Item 1A)

74

3) Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)

74

4) Exhibits (Item 6)

74

5) Signature

75

6) Exhibits

76

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995.

This quarterly report on Form 10-Q contains forward-looking statements about U.S. Bancorp. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future plans and prospects of U.S. Bancorp. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. A reversal or slowing of the current economic recovery or another severe contraction could adversely affect U.S. Bancorp's revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which could reduce the availability of funding to certain financial institutions and lead to a tightening of credit, a reduction of business activity, and increased market volatility. Stress in the commercial real estate markets, as well as a downturn in the residential real estate markets could cause credit losses and deterioration in asset values. In addition, changes to statutes, regulations, or regulatory policies or practices could affect U.S. Bancorp in substantial and unpredictable ways. U.S. Bancorp's results could also be adversely affected by deterioration in general business and economic conditions; changes in interest rates; deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans; deterioration in the value of its investment securities; legal and regulatory developments; litigation; increased competition from both banks and non-banks; changes in customer behavior and preferences; breaches in data security; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management's ability to effectively manage credit risk, market risk, operational risk, compliance risk, strategic risk, interest rate risk, liquidity risk and reputational risk.

For discussion of these and other risks that may cause actual results to differ from expectations, refer to U.S. Bancorp's Annual Report on Form 10-K for the year ended December 31, 2017, on file with the Securities and Exchange Commission, including the sections entitled "Corporate Risk Profile" and "Risk Factors" contained in Exhibit 13, and all subsequent filings with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. However, factors other than these also could adversely affect U.S. Bancorp's results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

U.S. Bancorp 1
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 Table 1    Selected Financial Data

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars and Shares in Millions, Except Per Share Data) 2018 2017 Percent
Change
2018 2017 Percent
Change

Condensed Income Statement

Net interest income

$ 3,197 $ 3,049 4.9 $ 6,365 $ 6,029 5.6

Taxable-equivalent adjustment (a)

29 51 (43.1 58 101 (42.6

Net interest income (taxable-equivalent basis) (b)

3,226 3,100 4.1 6,423 6,130 4.8

Noninterest income

2,404 2,339 2.8 4,671 4,569 2.2

Securities gains (losses), net

10 9 11.1 15 38 (60.5

Total net revenue

5,640 5,448 3.5 11,109 10,737 3.5

Noninterest expense

3,085 2,984 3.4 6,140 5,893 4.2

Provision for credit losses

327 350 (6.6 668 695 (3.9

Income before taxes

2,228 2,114 5.4 4,301 4,149 3.7

Income taxes and taxable-equivalent adjustment

470 602 (21.9 861 1,151 (25.2

Net income

1,758 1,512 16.3 3,440 2,998 14.7

Net (income) loss attributable to noncontrolling interests

(8 (12 33.3 (15 (25 40.0

Net income attributable to U.S. Bancorp

$ 1,750 $ 1,500 16.7 $ 3,425 $ 2,973 15.2

Net income applicable to U.S. Bancorp common shareholders

$ 1,678 $ 1,430 17.3 $ 3,275 $ 2,817 16.3

Per Common Share

Earnings per share

$ 1.02 $ .85 20.0 $ 1.99 $ 1.67 19.2

Diluted earnings per share

1.02 .85 20.0 1.98 1.66 19.3

Dividends declared per share

.30 .28 7.1 .60 .56 7.1

Book value per share (c)

27.02 25.55 5.8

Market value per share

50.02 51.92 (3.7

Average common shares outstanding

1,642 1,684 (2.5 1,647 1,689 (2.5

Average diluted common shares outstanding

1,646 1,690 (2.6 1,651 1,695 (2.6

Financial Ratios

Return on average assets

1.54 1.35 1.52 1.35

Return on average common equity

15.3 13.4 15.1 13.4

Net interest margin (taxable-equivalent basis) (a)

3.13 3.08 3.13 3.07

Efficiency ratio (b)

54.8 54.9 55.3 55.1

Net charge-offs as a percent of average loans outstanding

.48 .49 .49 .50

Average Balances

Loans

$ 278,624 $ 275,528 1.1 $ 279,004 $ 274,350 1.7

Loans held for sale

3,545 2,806 26.3 3,341 3,214 4.0

Investment securities (d)

114,578 111,368 2.9 114,039 111,067 2.7

Earning assets

412,676 403,883 2.2 412,265 401,595 2.7

Assets

454,489 446,105 1.9 454,389 443,721 2.4

Noninterest-bearing deposits

78,987 82,710 (4.5 79,234 81,729 (3.1

Deposits

334,822 331,172 1.1 334,702 329,810 1.5

Short-term borrowings

20,602 14,538 41.7 21,726 13,873 56.6

Long-term debt

35,780 36,271 (1.4 34,723 35,775 (2.9

Total U.S. Bancorp shareholders' equity

49,322 48,273 2.2 49,075 48,099 2.0
June 30,
2018
December 31,
2017

Period End Balances

Loans

$ 280,177 $ 280,432 (.1 )% 

Investment securities

112,402 112,499 (.1

Assets

461,329 462,040 (.2

Deposits

340,080 347,215 (2.1

Long-term debt

37,172 32,259 15.2

Total U.S. Bancorp shareholders' equity

49,628 49,040 1.2

Asset Quality

Nonperforming assets

$ 1,091 $ 1,200 (9.1 )% 

Allowance for credit losses

4,411 4,417 (.1

Allowance for credit losses as a percentage of period-end loans

1.57 1.58

Capital Ratios

Basel III standardized approach:

Common equity tier 1 capital

9.1 9.3

Tier 1 capital

10.5 10.8

Total risk-based capital

12.6 12.9

Leverage

8.9 8.9

Common equity tier 1 capital to risk-weighted assets for the Basel III advanced approaches

11.6 12.0

Tangible common equity to tangible assets (b)

7.8 7.6

Tangible common equity to risk-weighted assets (b)

9.3 9.4

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (b)

9.1

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (b)

11.6

(a) Based on federal income tax rates of 21 percent for 2018 and 35 percent for 2017, for those assets and liabilities whose income or expense is not included for federal income tax purposes.
(b) See Non-GAAP Financial Measures beginning on page 29.
(c) Calculated as U.S. Bancorp common shareholders' equity divided by common shares outstanding at end of the period.
(d) Excludes unrealized gains and losses on available-for-sale investment securities and any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity.

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Management's Discussion and Analysis

OVERVIEW

Earnings Summary U.S. Bancorp and its subsidiaries (the "Company") reported net income attributable to U.S. Bancorp of $1.8 billion for the second quarter of 2018, or $1.02 per diluted common share, compared with $1.5 billion, or $0.85 per diluted common share, for the second quarter of 2017. Return on average assets and return on average common equity were 1.54 percent and 15.3 percent, respectively, for the second quarter of 2018, compared with 1.35 percent and 13.4 percent, respectively, for the second quarter of 2017.

Total net revenue for the second quarter of 2018 was $192 million (3.5 percent) higher than the second quarter of 2017, reflecting a 4.9 percent increase in net interest income (4.1 percent on a taxable-equivalent basis) and a 2.8 percent increase in noninterest income. The increase in net interest income from the second quarter of 2017 was mainly a result of the impact of rising interest rates and earning assets growth. The noninterest income increase was driven by higher payment services revenue and trust and investment management fees, partially offset by decreases in mortgage banking revenue and commercial products revenue compared with a year ago.

Noninterest expense in the second quarter of 2018 was $101 million (3.4 percent) higher than the second quarter of 2017, primarily due to increased compensation expense related to supporting business growth, merit increases, and variable compensation related to revenue growth, along with higher employee benefits expense, partially offset by lower other noninterest expense driven by a reduction in mortgage banking costs.

The provision for credit losses for the second quarter of 2018 of $327 million was $23 million (6.6 percent) lower than the second quarter of 2017. Net charge-offs in the second quarter of 2018 were $332 million, compared with $340 million in the second quarter of 2017. Refer to "Corporate Risk Profile" for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

Net income attributable to U.S. Bancorp for the first six months of 2018 was $3.4 billion, or $1.98 per diluted common share, compared with $3.0 billion, or $1.66 per diluted common share, for the first six months of 2017. Return on average assets and return on average common equity were 1.52 percent and 15.1 percent, respectively, for the first six months of 2018, compared with 1.35 percent and 13.4 percent, respectively, for the first six months of 2017.

Total net revenue for the first six months of 2018 was $372 million (3.5 percent) higher than the first six months of 2017, reflecting a 5.6 percent increase in net interest income (4.8 percent on a taxable-equivalent basis) and a 1.7 percent increase in noninterest income. The increase in net interest income from a year ago was mainly a result of the impact of rising interest rates and earnings assets growth. The noninterest income increase was driven by higher payment services revenue and trust and investment management fees, partially offset by decreases in mortgage banking revenue and commercial products revenue, in addition to lower securities gains compared with a year ago.

Noninterest expense in the first six months of 2018 was $247 million (4.2 percent) higher than the first six months of 2017, primarily due to increased compensation expense related to supporting business growth, merit increases, and variable compensation related to revenue growth, along with higher employee benefits expense, partially offset by lower other noninterest expense driven by a reduction in mortgage banking costs.

The provision for credit losses for the first six months of 2018 of $668 million was $27 million (3.9 percent) lower than the first six months of 2017. Net charge-offs in the first six months of 2018 were $673 million, compared with $675 million in the first six months of 2017. Refer to "Corporate Risk Profile" for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

STATEMENT OF INCOME ANALYSIS

Net Interest Income  Net interest income, on a taxable-equivalent basis, was $3.2 billion in the second quarter and $6.4 billion in the first six months of 2018, representing increases of $126 million (4.1 percent) and $293 million (4.8 percent), respectively, over the same

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Table 2    Noninterest Income

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions) 2018 2017 Percent
Change
2018 2017 Percent
Change

Credit and debit card revenue

$ 351 $ 330 6.4 $ 675 $ 629 7.3

Corporate payment products revenue

158 140 12.9 312 277 12.6

Merchant processing services

387 381 1.6 750 735 2.0

ATM processing services

90 75 20.0 169 146 15.8

Trust and investment management fees

401 380 5.5 799 748 6.8

Deposit service charges

183 179 2.2 365 351 4.0

Treasury management fees

155 160 (3.1 305 313 (2.6

Commercial products revenue

234 243 (3.7 454 490 (7.3

Mortgage banking revenue

191 212 (9.9 375 419 (10.5

Investment products fees

47 44 6.8 93 86 8.1

Securities gains (losses), net

10 9 11.1 15 38 (60.5

Other

207 195 6.2 374 375 (.3

Total noninterest income

$ 2,414 $ 2,348 2.8 $ 4,686 $ 4,607 1.7

periods of 2017. The increases were principally driven by the impact of rising interest rates and earning assets growth, partially offset by changes in deposit and funding mix and the impact of the Tax Cuts and Jobs Act ("tax reform") enacted by Congress in late 2017 which reduced the taxable-equivalent adjustment benefit related to tax exempt assets. Average earning assets were $8.8 billion (2.2 percent) higher in the second quarter and $10.7 billion (2.7 percent) higher in the first six months of 2018, compared with the same periods of 2017, reflecting increases in loans, investment securities and other earning assets. The net interest margin, on a taxable-equivalent basis, in both the second quarter and first six months of 2018 was 3.13 percent, compared with 3.08 percent and 3.07 percent in the second quarter and first six months of 2017, respectively. The increases in the net interest margin from the same periods of the prior year were primarily due to higher interest rates, partially offset by changes in loan mix, higher funding costs and the impact of tax reform. Refer to the "Consolidated Daily Average Balance Sheet and Related Yields and Rates" tables for further information on net interest income.

Average total loans in the second quarter and first six months of 2018 were $3.1 billion (1.1 percent) and $4.7 billion (1.7 percent) higher, respectively, than the same periods of 2017, due to growth in commercial loans, residential mortgages, other retail loans and credit card loans. The increases were driven by higher demand for loans from new and existing customers. These increases were partially offset by a decrease in commercial real estate loans due to disciplined underwriting and customers paying down balances, as well as a decrease in loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation ("FDIC"), a run-off portfolio.

Average investment securities in the second quarter and first six months of 2018 were $3.2 billion (2.9 percent) and $3.0 billion (2.7 percent) higher, respectively, than the same periods of 2017, primarily due to purchases of U.S. Treasury, mortgage-backed and state and political securities, net of prepayments and maturities.

Average total deposits for the second quarter and first six months of 2018 were $3.7 billion (1.1 percent) and $4.9 billion (1.5 percent) higher, respectively, than the same periods of 2017. Average time deposits for the second quarter and first six months of 2018 increased $6.6 billion (21.5 percent) and $6.5 billion (21.1 percent), respectively, over the same periods of 2017. The increases were largely related to those deposits managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing and liquidity characteristics. Average total savings deposits for the second quarter and first six months of 2018 were $729 million (0.3 percent) and $894 million (0.4 percent) higher, respectively, than the same periods of 2017, driven by growth in Consumer and Business Banking balances, partially offset by decreases in Corporate and Commercial Banking, and Wealth Management and Investment Services balances. Average noninterest-bearing deposits for the second quarter and first six months of 2018 decreased $3.7 billion (4.5 percent) and $2.5 (3.1 percent), respectively, from the same periods of 2017, primarily due to decreases in Corporate and Commercial Banking, and Wealth Management and Investment Services balances, partially offset by increases in Consumer and Business Banking balances.

Provision for Credit Losses The provision for credit losses for the second quarter and first six months of 2018 decreased $23 million (6.6 percent) and $27 million (3.9 percent), respectively, from the same periods of 2017. Net charge-offs decreased $8 million (2.4 percent) and $2 million (0.3 percent) in the second quarter and first six months of 2018, respectively, compared with the

4 U.S. Bancorp
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Table 3    Noninterest Expense

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions) 2018 2017 Percent
Change
2018 2017 Percent
Change

Compensation

$ 1,542 $ 1,416 8.9 $ 3,065 $ 2,807 9.2

Employee benefits

299 274 9.1 629 575 9.4

Net occupancy and equipment

262 255 2.7 527 502 5.0

Professional services

95 105 (9.5 178 201 (11.4

Marketing and business development

111 109 1.8 208 199 4.5

Technology and communications

242 223 8.5 477 440 8.4

Postage, printing and supplies

80 81 (1.2 160 162 (1.2

Other intangibles

40 43 (7.0 79 87 (9.2

Other

414 478 (13.4 817 920 (11.2

Total noninterest expense

$ 3,085 $ 2,984 3.4 $ 6,140 $ 5,893 4.2

Efficiency ratio (a)

54.8 54.9 55.3 55.1

a)

See Non-GAAP Financial Measures beginning on page 29.

same periods of the prior year, primarily due to lower commercial loan net charge-offs, partially offset by higher credit card loan net charge-offs and lower commercial real estate recoveries. Refer to "Corporate Risk Profile" for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

Noninterest Income  Noninterest income was $2.4 billion in the second quarter and $4.7 billion in the first six months of 2018, representing increases of $66 million (2.8 percent) and $79 million (1.7 percent), respectively, compared with the same periods of 2017. The increases from a year ago reflected strong growth in payment services revenue and trust and investment management fees, along with an increase in ATM processing services revenue. These increases were partially offset by lower mortgage banking revenue and commercial products revenue, which were impacted by industry trends in these revenue categories. The increase in payment services revenue reflected higher credit and debit card revenue, corporate payment products revenue, and merchant processing services revenue, all driven by higher sales volumes. Trust and investment management fees increased due to business growth and favorable market conditions. ATM processing services revenue increased primarily due to higher transaction volumes. The decrease in mortgage banking revenue was primarily due to lower mortgage production, partially offset by a favorable change in the valuation of mortgage servicing rights, net of hedging activities. The decrease in commercial products revenue was mainly due to lower trading revenue, commercial leasing fees, and loan fees, partially offset by higher foreign currency customer activity. In addition, the decrease in commercial products revenue for the first six months of 2018, compared with the same period of the prior year, reflected lower capital markets volume. The increase in noninterest income for the first six months of 2018, compared with the same period of 2017, was further offset by lower securities gains.

Noninterest Expense  Noninterest expense was $3.1 billion in the second quarter and $6.1 billion in the first six months of 2018, representing increases of $101 million (3.4 percent) and $247 million (4.2 percent) over the same periods of 2017. The increases from a year ago were primarily due to higher personnel costs and technology and communications expense, partially offset by lower other noninterest expense and professional services expense. Compensation expense increased principally due to the impact of hiring to support business growth, merit increases, and higher variable compensation related to business production. Employee benefits expense increased primarily due to increased medical costs and staffing, while technology and communications expense increased primarily due to technology investment initiatives. Other noninterest expense decreased due to lower mortgage servicing-related costs and lower pension-related costs as a result of contributions to the Company's pension plans in 2017. Professional services expense decreased primarily due to fewer consulting services as compliance programs near maturity.

Income Tax Expense  The provision for income taxes was $441 million (an effective rate of 20.1 percent) for the second quarter and $803 million (an effective rate of 18.9 percent) for the first six months of 2018, compared with $551 million (an effective rate of 26.7 percent) and $1.1 billion (an effective rate of 25.9 percent) for the same periods of 2017. The lower 2018 tax rates reflect tax reform enacted in late 2017. For further information on income taxes, refer to Note 11 of the Notes to Consolidated Financial Statements.

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BALANCE SHEET ANALYSIS

Loans  The Company's loan portfolio was $280.2 billion at June 30, 2018, compared with $280.4 billion at December 31, 2017, a decrease of $255 million (0.1 percent). The decrease was driven by lower other retail loans, commercial real estate loans, credit card loans and covered loans, partially offset by higher commercial loans and residential mortgages.

Other retail loans decreased $1.6 billion (2.8 percent) at June 30, 2018, compared with December 31, 2017, reflecting the sale of the Company's federally guaranteed student loans during the first six months of 2018, along with decreases in auto loans and home equity loans. Partially offsetting these decreases were increases in installment and retail leasing loans.

Commercial real estate loans decreased $1.1 billion (2.6 percent) at June 30, 2018, compared with December 31, 2017, primarily the result of continued disciplined underwriting and customers paying down balances.

Credit card loans decreased $614 million (2.8 percent) at June 30, 2018, compared with December 31, 2017, primarily the result of customers paying down balances.

Commercial loans increased $1.8 billion (1.8 percent) at June 30, 2018, compared with December 31, 2017, reflecting higher demand from new and existing customers.

Residential mortgages held in the loan portfolio increased $1.5 billion (2.6 percent) at June 30, 2018, compared with December 31, 2017, as origination activity more than offset the effect of customers paying down balances in the first six months of 2018. Residential mortgages originated and placed in the Company's loan portfolio include well-secured jumbo mortgages and branch-originated first lien home equity loans to borrowers with high credit quality.

The Company generally retains portfolio loans through maturity; however, the Company's intent may change over time based upon various factors such as ongoing asset/liability management activities, assessment of product profitability, credit risk, liquidity needs, and capital implications. If the Company's intent or ability to hold an existing portfolio loan changes, it is transferred to loans held for sale.

Loans Held for Sale  Loans held for sale, consisting primarily of residential mortgages to be sold in the secondary market, were $3.3 billion at June 30, 2018, compared with $3.6 billion at December 31, 2017. The decrease in loans held for sale was principally due to a lower level of mortgage loan closings in the second quarter of 2018. Almost all of the residential mortgage loans the Company originates or purchases for sale follow guidelines that allow the loans to be sold into existing, highly liquid secondary markets; in particular in government agency transactions and to government-sponsored enterprises ("GSEs").

Investment Securities  Investment securities totaled $112.4 billion at June 30, 2018, compared with $112.5 billion at December 31, 2017. The $97 million (0.1 percent) decrease was primarily due to a $1.0 billion unfavorable change in net unrealized gains (losses) on available-for-sale investment securities, partially offset by $972 million of net investment purchases.

The Company's available-for-sale securities are carried at fair value with changes in fair value reflected in other comprehensive income (loss) unless a security is deemed to be other-than-temporarily impaired. At June 30, 2018, the Company's net unrealized losses on available-for-sale securities were $1.6 billion, compared with $580 million at December 31, 2017. The unfavorable change in net unrealized gains (losses) was primarily due to decreases in the fair value of U.S. Treasury, U.S. government mortgage-backed and state and political securities as a result of changes in interest rates. Gross unrealized losses on available-for-sale securities totaled $1.8 billion at June 30, 2018, compared with $888 million at December 31, 2017. At June 30, 2018, the Company had no plans to sell securities with unrealized losses, and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.

Refer to Notes 3 and 14 in the Notes to Consolidated Financial Statements for further information on investment securities.

Deposits  Total deposits were $340.1 billion at June 30, 2018, compared with $347.2 billion at December 31, 2017, the result of decreases in total savings deposits and noninterest-bearing deposits, partially offset by an increase in time deposits. Interest checking balances decreased $3.8 billion (5.1 percent) at June 30, 2018, compared with December 31, 2017, primarily due to lower Wealth Management and Investment Services, and Corporate and Commercial Banking balances, partially offset by higher Consumer and Business Banking balances. Money market deposit balances decreased $3.5 billion (3.2 percent) at June 30, 2018, compared with December 31, 2017, primarily due to lower Corporate and Commercial Banking, and Consumer and Business Banking balances. Savings account balances increased $1.2 billion (2.7 percent), primarily due to higher Consumer and Business Banking balances. Noninterest-bearing deposits decreased $5.3 billion (6.1 percent) at June 30, 2018, compared with December 31, 2017, primarily due to decreases in all business lines. Time deposits increased $4.3 billion (13.0

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Table 4    Investment Securities

Available-for-Sale Held-to-Maturity

At June 30, 2018

(Dollars in Millions)

Amortized
Cost
Fair Value Weighted-
Average
Maturity in
Years
Weighted-
Average
Yield (e)
Amortized
Cost
Fair Value Weighted-
Average
Maturity in
Years
Weighted-
Average
Yield (e)

U.S. Treasury and Agencies

Maturing in one year or less

$ 4,105 $ 4,088 .4 1.05 $ 276 $ 274 .8 1.74

Maturing after one year through five years

16,109 15,658 3.2 1.69 2,405 2,321 3.9 1.75

Maturing after five years through ten years

1,030 985 6.8 2.28 2,462 2,346 5.6 1.85

Maturing after ten years

Total

$ 21,244 $ 20,731 2.8 1.59 $ 5,143 $ 4,941 4.6 1.80

Mortgage-Backed Securities (a)

Maturing in one year or less

$ 99 $ 100 .5 4.23 $ 47 $ 47 .9 2.40

Maturing after one year through five years

17,048 16,518 4.6 2.22 21,758 21,032 4.4 2.16

Maturing after five years through ten years

19,669 19,196 6.3 2.53 18,768 18,250 6.4 2.64

Maturing after ten years

2,599 2,612 14.4 3.06 307 308 13.8 2.97

Total

$ 39,415 $ 38,426 6.1 2.43 $ 40,880 $ 39,637 5.4 2.39

Asset-Backed Securities (a)

Maturing in one year or less

$ $ $ $ 3.7 2.80

Maturing after one year through five years

405 411 3.6 4.73 4 5 4.7 2.80

Maturing after five years through ten years

1 1 4.5 2.87

Maturing after ten years

5 14.7 2.84

Total

$ 405 $ 411 3.6 4.73 $ 5 $ 11 4.6 2.82

Obligations of State and Political
Subdivisions (b) (c)

Maturing in one year or less

$ 147 $ 149 .5 5.82 $ $ .5 6.27

Maturing after one year through five years

683 697 3.2 4.84 1 1 3.6 6.72

Maturing after five years through ten years

4,121 4,115 8.4 4.37 5 6 7.7 2.02

Maturing after ten years

1,915 1,818 18.9 4.08

Total

$ 6,866 $ 6,779 10.6 4.36 $ 6 $ 7 7.2 2.59

Other

Maturing in one year or less

$ $ $ $ -

Maturing after one year through five years

21 21 1.3 3.15

Maturing after five years through ten years

Maturing after ten years

Total

$ $ $ 21 $ 21 1.3 3.15

Total investment securities (d)

$ 67,930 $ 66,347 5.5 2.38 $ 46,055 $ 44,617 5.3 2.32

(a) Information related to asset and mortgage-backed securities included above is presented based upon weighted-average maturities anticipating future prepayments.
(b) Information related to obligations of state and political subdivisions is presented based upon yield to first optional call date if the security is purchased at a premium, yield to maturity if purchased at par or a discount.
(c) Maturity calculations for obligations of state and political subdivisions are based on the first optional call date for securities with a fair value above par and contractual maturity for securities with a fair value equal to or below par.
(d) The weighted-average maturity of the available-for-sale investment securities was 5.1 years at December 31, 2017, with a corresponding weighted-average yield of 2.25 percent. The weighted-average maturity of the held-to-maturity investment securities was 4.7 years at December 31, 2017, with a corresponding weighted-average yield of 2.14 percent.
(e) Weighted-average yields for obligations of state and political subdivisions are presented on a fully-taxable equivalent basis based on a federal income tax rate of 21 percent for 2018 and 35 percent for 2017. Yields on available-for-sale and held-to-maturity investment securities are computed based on amortized cost balances, excluding any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity.

June 30, 2018 December 31, 2017
(Dollars in Millions) Amortized
Cost
Percent
of Total
Amortized
Cost
Percent
of Total

U.S. Treasury and agencies

$ 26,387 23.2 $ 28,767 25.5

Mortgage-backed securities

80,295 70.4 77,606 68.6

Asset-backed securities

410 .4 419 .4

Obligations of state and political subdivisions

6,872 6.0 6,246 5.5

Other

21 41

Total investment securities

$ 113,985 100.0 $ 113,079 100.0

U.S. Bancorp 7
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percent) at June 30, 2018, compared with December 31, 2017, driven by an increase in those deposits managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing and liquidity characteristics, along with higher Consumer and Business Banking balances.

Borrowings  The Company utilizes both short-term and long-term borrowings as part of its asset/liability management and funding strategies. Short-term borrowings, which include federal funds purchased, commercial paper, repurchase agreements, borrowings secured by high-grade assets and other short-term borrowings, were $18.1 billion at June 30, 2018, compared with $16.7 billion at December 31, 2017. The $1.5 billion (8.9 percent) increase in short-term borrowings was primarily due to higher repurchase agreement and other short-term borrowings balances, partially offset by lower commercial paper balances. Long-term debt was $37.2 billion at June 30, 2018, compared with $32.3 billion at December 31, 2017. The $4.9 billion (15.2 percent) increase was primarily due to issuances of $5.1 billion of bank notes and $850 million of medium-term notes, partially offset by a $901 million decrease in Federal Home Loan Bank ("FHLB") advances. Refer to the "Liquidity Risk Management" section for discussion of liquidity management of the Company.

CORPORATE RISK PROFILE

Overview Managing risks is an essential part of successfully operating a financial services company. The Company's Board of Directors has approved a risk management framework which establishes governance and risk management requirements for all risk-taking activities. This framework includes Company and business line risk appetite statements which set boundaries for the types and amount of risk that may be undertaken in pursuing business objectives and initiatives. The Board of Directors, primarily through its Risk Management Committee, oversees performance relative to the risk management framework, risk appetite statements, and other policy requirements.

The Executive Risk Committee ("ERC"), which is chaired by the Chief Risk Officer and includes the Chief Executive Officer and other members of the executive management team, oversees execution against the risk management framework and risk appetite statements. The ERC focuses on current and emerging risks, including strategic and reputational risks, by directing timely and comprehensive actions. Senior operating committees have also been established, each responsible for overseeing a specified category of risk.

The Company's most prominent risk exposures are credit, interest rate, market, liquidity, operational, compliance, strategic, and reputational. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan, investment or derivative contract when it is due. Interest rate risk is the potential reduction of net interest income or market valuations as a result of changes in interest rates. Market risk arises from fluctuations in interest rates, foreign exchange rates, and security prices that may result in changes in the values of financial instruments, such as trading and available-for-sale securities, mortgage loans held for sale ("MLHFS"), mortgage servicing rights ("MSRs") and derivatives that are accounted for on a fair value basis. Liquidity risk is the possible inability to fund obligations or new business at a reasonable cost and in a timely manner. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events, including the risk of loss resulting from breaches in data security. Operational risk can also include the risk of loss due to failures by third parties with which the Company does business. Compliance risk is the risk of loss arising from violations of, or nonconformance with, laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards, potentially exposing the Company to fines, civil money penalties, payment of damages and the voiding of contracts. Strategic risk is the risk to current or projected financial condition arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment. Reputational risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from negative public opinion. This risk may impair the Company's competitiveness by affecting its ability to establish new relationships, offer new services or continue serving existing relationships. In addition to the risks identified above, other risk factors exist that may impact the Company. Refer to "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for a detailed discussion of these factors.

The Company's Board of Directors and management-level governance committees are supported by a "three lines of defense" model for establishing effective checks and balances. The first line of defense, the business lines, manages risks in conformity with established limits and policy requirements. In turn, business line leaders and their risk officers establish programs to ensure conformity with these limits and policy requirements. The second line of defense, which

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includes the Chief Risk Officer's organization as well as policy and oversight activities of corporate support functions, translates risk appetite and strategy into actionable risk limits and policies. The second line of defense monitors first line of defense conformity with limits and policies, and provides reporting and escalation of emerging risks and other concerns to senior management and the Risk Management Committee of the Board of Directors. The third line of defense, internal audit, is responsible for providing the Audit Committee of the Board of Directors and senior management with independent assessment and assurance regarding the effectiveness of the Company's governance, risk management and control processes.

Management regularly provides reports to the Risk Management Committee of the Board of Directors. The Risk Management Committee discusses with management the Company's risk management performance, and provides a summary of key risks to the entire Board of Directors, covering the status of existing matters, areas of potential future concern and specific information on certain types of loss events. The Risk Management Committee considers quarterly reports by management assessing the Company's performance relative to the risk appetite statements and the associated risk limits, including:

Qualitative considerations, such as the macroeconomic environment, regulatory and compliance changes, litigation developments, and technology and cybersecurity;
Capital ratios and projections, including regulatory measures and stressed scenarios;
Credit measures, including adversely rated and nonperforming loans, leveraged transactions, credit concentrations and lending limits;
Interest rate and market risk, including market value and net income simulation, and trading-related Value at Risk ("VaR");
Liquidity risk, including funding projections under various stressed scenarios;
Operational and compliance risk, including losses stemming from events such as fraud, processing errors, control breaches, breaches in data security or adverse business decisions, as well as reporting on technology performance, and various legal and regulatory compliance measures; and
Reputational and strategic risk considerations, impacts and responses.

Credit Risk Management  The Company's strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria, and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. In evaluating its credit risk, the Company considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), collateral values, trends in loan performance and macroeconomic factors, such as changes in unemployment rates, gross domestic product and consumer bankruptcy filings. The Risk Management Committee oversees the Company's credit risk management process.

In addition, credit quality ratings as defined by the Company are an important part of the Company's overall credit risk management and evaluation of its allowance for credit losses. Loans with a pass rating represent those loans not classified on the Company's rating scale for problem credits, as minimal risk has been identified. Loans with a special mention or classified rating, including loans that are 90 days or more past due and still accruing, nonaccrual loans, those loans considered troubled debt restructurings ("TDRs"), and loans in a junior lien position that are current but are behind a modified or delinquent loan in a first lien position, encompass all loans held by the Company that it considers to have a potential or well-defined weakness that may put full collection of contractual cash flows at risk. The Company's internal credit quality ratings for consumer loans are primarily based on delinquency and nonperforming status, except for a limited population of larger loans within those portfolios that are individually evaluated. For this limited population, the determination of the internal credit quality rating may also consider collateral value and customer cash flows. Refer to Note 4 in the Notes to Consolidated Financial Statements for further discussion of the Company's loan portfolios including internal credit quality ratings. In addition, refer to "Management's Discussion and Analysis - Credit Risk Management" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for a more detailed discussion on credit risk management processes.

The Company manages its credit risk, in part, through diversification of its loan portfolio which is achieved through limit setting by product type criteria, such as industry, and identification of credit concentrations. As part of its normal business activities, the Company offers a broad array of lending products. The Company categorizes its loan portfolio into three segments, which is the level at which it develops and documents a systematic methodology to determine the allowance for credit losses. The Company's three loan portfolio segments are commercial lending, consumer lending and covered loans.

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The commercial lending segment includes loans and leases made to small business, middle market, large corporate, commercial real estate, financial institution, non-profit and public sector customers. Key risk characteristics relevant to commercial lending segment loans include the industry and geography of the borrower's business, purpose of the loan, repayment source, borrower's debt capacity and financial flexibility, loan covenants, and nature of pledged collateral, if any. These risk characteristics, among others, are considered in determining estimates about the likelihood of default by the borrowers and the severity of loss in the event of default. The Company considers these risk characteristics in assigning internal risk ratings to, or forecasting losses on, these loans, which are the significant factors in determining the allowance for credit losses for loans in the commercial lending segment.

The consumer lending segment represents loans and leases made to consumer customers, including residential mortgages, credit card loans, and other retail loans such as revolving consumer lines, auto loans and leases, home equity loans and lines, and student loans, a run-off portfolio. Home equity or second mortgage loans are junior lien closed-end accounts fully disbursed at origination. These loans typically are fixed rate loans, secured by residential real estate, with a 10- or 15-year fixed payment amortization schedule. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. These include accounts in either a first or junior lien position. Typical terms on home equity lines in the portfolio are variable rates benchmarked to the prime rate, with a 10- or 15-year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 20- or 10-year amortization period, respectively. At June 30, 2018, substantially all of the Company's home equity lines were in the draw period. Approximately $1.4 billion, or 10 percent, of the outstanding home equity line balances at June 30, 2018, will enter the amortization period within the next 36 months. Key risk characteristics relevant to consumer lending segment loans primarily relate to the borrowers' capacity and willingness to repay and include unemployment rates and other economic factors, customer payment history and credit scores, and in some cases, updated loan-to-value ("LTV") information reflecting current market conditions on real estate based loans. These risk characteristics, among others, are reflected in forecasts of delinquency levels, bankruptcies and losses which are the primary factors in determining the allowance for credit losses for the consumer lending segment.

The covered loan segment represents loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC that greatly reduce the risk of future credit losses to the Company. Key risk characteristics for covered segment loans are consistent with the segment they would otherwise be included in had the loss share coverage not been in place, but consider the indemnification provided by the FDIC.

The Company further disaggregates its loan portfolio segments into various classes based on their underlying risk characteristics. The two classes within the commercial lending segment are commercial loans and commercial real estate loans. The three classes within the consumer lending segment are residential mortgages, credit card loans and other retail loans. The covered loan segment consists of only one class.

The Company's consumer lending segment utilizes several distinct business processes and channels to originate consumer credit, including traditional branch lending, mobile and on-line banking, indirect lending, correspondent banks and loan brokers. Each distinct underwriting and origination activity manages unique credit risk characteristics and prices its loan production commensurate with the differing risk profiles.

Residential mortgage originations are generally limited to prime borrowers and are performed through the Company's branches, loan production offices, mobile and on-line services and a wholesale network of originators. The Company may retain residential mortgage loans it originates on its balance sheet or sell the loans into the secondary market while retaining the servicing rights and customer relationships. Utilizing the secondary markets enables the Company to effectively reduce its credit and other asset/liability risks. For residential mortgages that are retained in the Company's portfolio and for home equity and second mortgages, credit risk is also diversified by geography and managed by adherence to LTV and borrower credit criteria during the underwriting process.

The Company estimates updated LTV information on its outstanding residential mortgages quarterly, based on a method that combines automated valuation model updates and relevant home price indices. LTV is the ratio of the loan's outstanding principal balance to the current estimate of property value. For home equity and second mortgages, combined loan-to-value ("CLTV") is the combination of the first mortgage original principal balance and the second lien outstanding principal balance, relative to the current estimate of property value. Certain loans do not have a LTV or CLTV, primarily due to lack of availability of relevant automated valuation model and/or home price indices values, or lack of necessary valuation data on acquired loans.

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The following tables provide summary information of residential mortgages and home equity and second mortgages by LTV and borrower type at June 30, 2018:

Residential Mortgages

(Dollars in Millions)

Interest
Only
Amortizing Total Percent
of Total

Loan-to-Value

Less than or equal to 80%

$ 2,001 $ 50,580 $ 52,581 85.8

Over 80% through 90%

8 3,935 3,943 6.4

Over 90% through 100%

10 611 621 1.0

Over 100%

1 549 550 .9

No LTV available

49 49 .1

Loans purchased from GNMA mortgage pools (a)

3,565 3,565 5.8

Total

$ 2,020 $ 59,289 $ 61,309 100.0

Borrower Type

Prime borrowers

$ 2,020 $ 54,645 $ 56,665 92.5

Sub-prime borrowers

758 758 1.2

Other borrowers

321 321 .5

Loans purchased from GNMA mortgage pools (a)

3,565 3,565 5.8

Total

$ 2,020 $ 59,289 $ 61,309 100.0

(a) Represents loans purchased from Government National Mortgage Association ("GNMA") mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.

Home Equity and Second Mortgages
(Dollars in Millions)
Lines Loans Total Percent
of Total

Loan-to-Value

Less than or equal to 80%

$ 11,567 $ 703 $ 12,270 76.3

Over 80% through 90%

2,107 725 2,832 17.6

Over 90% through 100%

491 92 583 3.6

Over 100%

307 18 325 2.0

No LTV/CLTV available

62 11 73 .5

Total

$ 14,534 $ 1,549 $ 16,083 100.0

Borrower Type

Prime borrowers

$ 14,301 $ 1,480 $ 15,781 98.1

Sub-prime borrowers

45 62 107 .7

Other borrowers

188 7 195 1.2

Total

$ 14,534 $ 1,549 $ 16,083 100.0

The total amount of consumer lending segment residential mortgage, home equity and second mortgage loans to customers that may be defined as sub-prime borrowers represented only 0.2 percent of the Company's total assets at June 30, 2018 and December 31, 2017. The Company considers sub-prime loans to be those loans made to borrowers with a risk of default significantly higher than those approved for prime lending programs, as reflected in credit scores obtained from independent agencies at loan origination, in addition to other credit underwriting criteria. Sub-prime portfolios include only loans originated according to the Company's underwriting programs specifically designed to serve customers with weakened credit histories. The sub-prime designation indicators have been and will continue to be subject to re-evaluation over time as borrower characteristics, payment performance and economic conditions change. The sub-prime loans originated during periods from June 2009 and after are with borrowers who met the Company's program guidelines and have a credit score that generally is at or below a threshold of 620 to 650 depending on the program. Sub-prime loans originated during periods prior to June 2009 were based upon program level guidelines without regard to credit score.

Home equity and second mortgages were $16.1 billion at June 30, 2018, compared with $16.3 billion at December 31, 2017, and included $4.5 billion of home equity lines in a first lien position and $11.6 billion of home equity and second mortgage loans and lines in a junior lien position. Loans and lines in a junior lien position at June 30, 2018, included approximately $4.8 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $6.8 billion where the Company did not service the related first lien loan. The Company was able to determine the status of the related first liens using information the Company has as the servicer of the first lien or information reported on customer credit bureau files. The Company also evaluates other indicators of credit risk for these junior lien loans and lines including delinquency, estimated average CLTV ratios and updated weighted-average credit scores in making its assessment of credit risk, related loss estimates and determining the allowance for credit losses.

The following table provides a summary of delinquency statistics and other credit quality indicators for the Company's junior lien positions at June 30, 2018:

Junior Liens Behind
(Dollars in Millions) Company Owned
or Serviced
First Lien
Third Party
First Lien
Total

Total

$ 4,844 $ 6,750 $ 11,594

Percent 30-89 days past due

.27 .42 .36

Percent 90 days or more past due

.05 .08 .07

Weighted-average CLTV

72 68 70

Weighted-average credit score

779 774 776

See the "Analysis and Determination of the Allowance for Credit Losses" section for additional information on how the Company determines the allowance for credit losses for loans in a junior lien position.

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 Table 5    Delinquent Loan Ratios as a Percent of Ending Loan Balances

90 days or more past due excluding nonperforming loans June 30,
2018
December 31,
2017

Commercial

Commercial

.06 .06

Lease financing

Total commercial

.06 .06

Commercial Real Estate

Commercial mortgages

Construction and development

.03 .05

Total commercial real estate

.01 .01

Residential Mortgages (a)

.18 .22

Credit Card

1.15 1.28

Other Retail

Retail leasing

.02 .03

Home equity and second mortgages

.29 .28

Other

.13 .15

Total other retail

.16 .17

Total loans, excluding covered loans

.19 .21

Covered Loans

4.46 4.74

Total loans

.23 .26
90 days or more past due including nonperforming loans June 30,
2018
December 31,
2017

Commercial

.28 .31

Commercial real estate

.27 .37

Residential mortgages (a)

.84 .96

Credit card

1.15 1.28

Other retail

.48 .46

Total loans, excluding covered loans

.51 .57

Covered loans

4.68 4.93

Total loans

.55 .62

(a)

Delinquent loan ratios exclude $1.8 billion at June 30, 2018, and $1.9 billion December 31, 2017, of loans purchased from GNMA mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs. Including these loans, the ratio of residential mortgages 90 days or more past due including all nonperforming loans was 3.75 percent at June 30, 2018, and 4.16 percent at December 31, 2017.

Loan Delinquencies Trends in delinquency ratios are an indicator, among other considerations, of credit risk within the Company's loan portfolios. The Company measures delinquencies, both including and excluding nonperforming loans, to enable comparability with other companies. Accruing loans 90 days or more past due totaled $640 million ($514 million excluding covered loans) at June 30, 2018, compared with $720 million ($572 million excluding covered loans) at December 31, 2017. These balances exclude loans purchased from Government National Mortgage Association ("GNMA") mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs. Accruing loans 90 days or more past due are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, are in the process of collection and are reasonably expected to result in repayment or restoration to current status, or are managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines. The ratio of accruing loans 90 days or more past due to total loans was 0.23 percent (0.19 percent excluding covered loans) at June 30, 2018, compared with 0.26 percent (0.21 percent excluding covered loans) at December 31, 2017.

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The following table provides summary delinquency information for residential mortgages, credit card and other retail loans included in the consumer lending segment:

Amount

As a Percent of Ending

Loan Balances

(Dollars in Millions) June 30,
2018
December 31,
2017

June 30,

2018

December 31,
2017

Residential Mortgages (a)

30-89 days

$ 160 $ 198 .27 .33

90 days or more

113 130 .18 .22

Nonperforming

400 442 .65 .74

Total

$ 673 $ 770 1.10 1.29

Credit Card

30-89 days

$ 263 $ 302 1.22 1.37

90 days or more

249 284 1.15 1.28

Nonperforming

1

Total

$ 512 $ 587 2.37 2.65

Other Retail

Retail Leasing

30-89 days

$ 24 $ 33 .30 .41

90 days or more

2 2 .02 .03

Nonperforming

10 8 .12 .10

Total

$ 36 $ 43 .44 .54

Home Equity and Second Mortgages

30-89 days

$ 62 $ 78 .39 .48

90 days or more

47 45 .29 .28

Nonperforming

130 126 .81 .77

Total

$ 239 $ 249 1.49 1.53

Other (b)

30-89 days

$ 234 $ 265 .75 .80

90 days or more

42 48 .13 .15

Nonperforming

38 34 .12 .10

Total

$ 314 $ 347 1.00 1.05

(a) Excludes $371 million of loans 30-89 days past due and $1.8 billion of loans 90 days or more past due at June 30, 2018, purchased from GNMA mortgage pools that continue to accrue interest, compared with $385 million and $1.9 billion at December 31, 2017, respectively.
(b) Includes revolving credit, installment, automobile and student loans.

The following table provides summary delinquency information for covered loans:

Amount As a Percent of Ending
Loan Balances
(Dollars in Millions) June 30,
2018
December 31,
2017
June 30,
2018
December 31,
2017

30-89 days

$ 47 $ 50 1.67 1.61

90 days or more

126 148 4.46 4.74

Nonperforming

6 6 .21 .19

Total

$ 179 $ 204 6.34 6.54

Restructured Loans In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. In most cases, the modification is either a concessionary reduction in interest rate, extension of the maturity date or reduction in the principal balance that would otherwise not be considered.

Troubled Debt Restructurings Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in the payments to be received. TDRs accrue interest if the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles, which is generally six months or greater. At June 30, 2018, performing TDRs were $3.9 billion, compared with $4.0 billion at December 31, 2017. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

The Company continues to work with customers to modify loans for borrowers who are experiencing financial difficulties, including those loans acquired through FDIC-assisted acquisitions. Many of the Company's TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes. The modifications vary within each of the Company's loan classes. Commercial lending segment TDRs generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate. The Company may also work with the borrower to make other changes to the loan to mitigate losses, such as obtaining additional collateral and/or guarantees to support the loan.

The Company has also implemented certain residential mortgage loan restructuring programs that may result in TDRs. The Company modifies residential mortgage loans under Federal Housing Administration, United States Department of Veterans Affairs, and its

U.S. Bancorp 13
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own internal programs. Under these programs, the Company offers qualifying homeowners the opportunity to permanently modify their loan and achieve more affordable monthly payments by providing loan concessions. These concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extensions of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement, and the loan documents are not modified until that time. The Company reports loans in a trial period arrangement as TDRs and continues to report them as TDRs after the trial period.

Credit card and other retail loan TDRs are generally part of distinct restructuring programs providing customers modification solutions over a specified time period, generally up to 60 months.

In accordance with regulatory guidance, the Company considers secured consumer loans that have had debt discharged through bankruptcy where the borrower has not reaffirmed the debt to be TDRs. If the loan amount exceeds the collateral value, the loan is charged down to collateral value and the remaining amount is reported as nonperforming.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for purposes of the Company's accounting and disclosure if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with modifications on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under the loss sharing agreements.

The following table provides a summary of TDRs by loan class, including the delinquency status for TDRs that continue to accrue interest and TDRs included in nonperforming assets:

As a Percent of Performing TDRs

At June 30, 2018

(Dollars in Millions)

Performing
TDRs
30-89 Days
Past Due
90 Days or More
Past Due
Nonperforming
TDRs
Total
TDRs

Commercial

$ 264 3.4 1.7 $ 160 (a)  $ 424

Commercial real estate

126 1.9 34 (b)  160

Residential mortgages

1,411 3.0 4.0 301 1,712 (d) 

Credit card

233 10.0 5.7 (c)  233

Other retail

130 6.8 7.0 54 (c)  184 (e) 

TDRs, excluding GNMA and covered loans

2,164 4.0 3.8 549 2,713

Loans purchased from GNMA mortgage pools (g)

1,665 1,665 (f) 

Covered loans

30 4.7 8.1 4 34

Total

$ 3,859 2.3 2.2 $ 553 $ 4,412

(a) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months) and small business credit cards with a modified rate equal to 0 percent.
(b) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months).
(c) Primarily represents loans with a modified rate equal to 0 percent.
(d) Includes $310 million of residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $45 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(e) Includes $74 million of other retail loans to borrowers that have had debt discharged through bankruptcy and $17 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(f) Includes $204 million of Federal Housing Administration and United States Department of Veterans Affairs residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $441 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(g) Approximately 5.1 percent and 48.2 percent of the total TDR loans purchased from GNMA mortgage pools are 30-89 days past due and 90 days or more past due, respectively, but are not classified as delinquent as their repayments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.

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Short-term Modifications The Company makes short-term modifications that it does not consider to be TDRs, in limited circumstances, to assist borrowers experiencing temporary hardships. Consumer lending programs include payment reductions, deferrals of up to three past due payments, and the ability to return to current status if the borrower makes required payments. The Company may also make short-term modifications to commercial lending loans, with the most common modification being an extension of the maturity date of three months or less. Such extensions generally are used when the maturity date is imminent and the borrower is experiencing some level of financial stress, but the Company believes the borrower will pay all contractual amounts owed. Short-term modified loans were not material at June 30, 2018.

Nonperforming Assets The level of nonperforming assets represents another indicator of the potential for future credit losses. Nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms and not accruing interest, restructured loans that have not met the performance period required to return to accrual status, other real estate owned ("OREO") and other nonperforming assets owned by the Company. Nonperforming assets are generally either originated by the Company or acquired under FDIC loss sharing agreements that substantially reduce the risk of credit losses to the Company. Interest payments collected from assets on nonaccrual status are generally applied against the principal balance and not recorded as income. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible.

At June 30, 2018, total nonperforming assets were $1.1 billion, compared to with $1.2 billion at December 31, 2017. The $109 million (9.1 percent) decrease in nonperforming assets was driven by improvements in residential mortgages, commercial real estate loans, commercial loans and OREO, partially offset by increases in nonperforming other retail loans and other nonperforming assets. Nonperforming covered assets were $26 million at June 30, 2018, compared with $27 million at December 31, 2017. The ratio of total nonperforming assets to total loans and other real estate was 0.39 percent at June 30, 2018, compared with 0.43 percent at December 31, 2017.

OREO, excluding covered assets, was $108 million at June 30, 2018, compared with $141 million at December 31, 2017, and was related to foreclosed properties that previously secured loan balances. These balances exclude foreclosed GNMA loans whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.

The following table provides an analysis of OREO, excluding covered assets, as a percent of their related loan balances, including geographical location detail for residential (residential mortgage, home equity and second mortgage) and commercial (commercial and commercial real estate) loan balances:

Amount As a Percent of Ending
Loan Balances
(Dollars in Millions) June 30,
2018
December 31,
2017
June 30,
2018
December 31,
2017

Residential

Illinios

$ 11 $ 14 .26 .32

Minnesota

8 11 .13 .18

New York

8 8 1.02 1.01

California

5 13 .02 .06

Ohio

5 6 .18 .21

All other states

66 83 .16 .20

Total residential

103 135 .13 .18

Commercial

California

4 4 .02 .02

Idaho

1 1 .08 .07

Washington

Tennessee

Wisconsin

All other states

1

Total commercial

5 6

Total

$ 108 $ 141 .04 .05

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Table 6    Nonperforming Assets (a)

(Dollars in Millions) June 30,
2018
December 31,
2017

Commercial

Commercial

$ 199 $ 225

Lease financing

25 24

Total commercial

224 249

Commercial Real Estate

Commercial mortgages

72 108

Construction and development

32 34

Total commercial real estate

104 142

Residential Mortgages (b)

400 442

Credit Card

1

Other Retail

Retail leasing

10 8

Home equity and second mortgages

130 126

Other

38 34

Total other retail

178 168

Total nonperforming loans, excluding covered loans

906 1,002

Covered Loans

6 6

Total nonperforming loans

912 1,008

Other Real Estate (c)

108 141

Covered Other Real Estate

20 21

Other Assets

51 30

Total nonperforming assets

$ 1,091 $ 1,200

Total nonperforming assets, excluding covered assets

$ 1,065 $ 1,173

Excluding covered assets

Accruing loans 90 days or more past due (b)

$ 514 $ 572

Nonperforming loans to total loans

.33 .36

Nonperforming assets to total loans plus other real estate (c)

.38 .42

Including covered assets

Accruing loans 90 days or more past due (b)

$ 640 $ 720

Nonperforming loans to total loans

.33 .36

Nonperforming assets to total loans plus other real estate (c)

.39 .43

Changes in Nonperforming Assets

(Dollars in Millions) Commercial and
Commercial
Real Estate
Residential
Mortgages,
Credit Card and
Other Retail
Covered
Assets
Total

Balance December 31, 2017

$ 404 $ 769 $ 27 $ 1,200

Additions to nonperforming assets

New nonaccrual loans and foreclosed properties

183 163 8 354

Advances on loans

18 1 1 20

Total additions

201 164 9 374

Reductions in nonperforming assets

Paydowns, payoffs

(114 (73 (1 (188

Net sales

(43 (83 (9 (135

Return to performing status

(8 (39 (47

Charge-offs (d)

(100 (13 (113

Total reductions

(265 (208 (10 (483

Net additions to (reductions in) nonperforming assets

(64 (44 (1 (109

Balance June 30, 2018

$ 340 $ 725 $ 26 $ 1,091

(a) Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.
(b) Excludes $1.8 billion and $1.9 billion at June 30, 2018 and December 31, 2017, respectively, of loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest, as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.
(c) Foreclosed GNMA loans of $237 million and $267 million at June 30, 2018, and December 31, 2017, respectively, continue to accrue interest and are recorded as other assets and excluded from nonperforming assets because they are insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.
(d) Charge-offs exclude actions for certain card products and loan sales that were not classified as nonperforming at the time the charge-off occurred.

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Table 7    Net Charge-offs as a Percent of Average Loans Outstanding

Three Months Ended
June 30
Six Months Ended
June 30
2018 2017 2018 2017

Commercial

Commercial

.23 .33 .24 .33

Lease financing

.29 .22 .29 .26

Total commercial

.24 .33 .24 .33

Commercial Real Estate

Commercial mortgages

(.09 (.03 (.05

Construction and development

(.07 .02 (.05

Total commercial real estate

(.08 (.02 (.05

Residential Mortgages

.03 .05 .04 .07

Credit Card

3.97 3.97 3.99 3.83

Other Retail

Retail leasing

.15 .11 .15 .15

Home equity and second mortgages

(.05 (.02 (.04 (.02

Other

.76 .75 .77 .75

Total other retail

.43 .43 .45 .44

Total loans, excluding covered loans

.48 .50 .49 .50

Covered Loans

Total loans

.48 .49 .49 .50

Analysis of Loan Net Charge-Offs  Total loan net charge-offs were $332 million for the second quarter and $673 million for the first six months of 2018, compared with $340 million and $675 million for the same periods of 2017. The ratio of total loan net charge-offs to average loans outstanding on an annualized basis for the second quarter and first six months of 2018 was 0.48 percent and 0.49 percent, respectively, compared with 0.49 percent and 0.50 percent, respectively, for the same periods of 2017. The year-over-year decreases in total net charge-offs reflected lower commercial loan net charge-offs, partially offset by higher credit card loan net charge-offs and lower commercial real estate recoveries.

Analysis and Determination of the Allowance for Credit Losses  The allowance for credit losses reserves for probable and estimable losses incurred in the Company's loan and lease portfolio, including unfunded credit commitments, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC. The allowance for credit losses is increased through provisions charged to earnings and reduced by net charge-offs. Management evaluates the adequacy of the allowance for incurred losses on a quarterly basis.

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. For each loan type, this historical loss experience is adjusted as necessary to consider any relevant changes in portfolio composition, lending policies, underwriting standards, risk management practices or economic conditions. The results of the analysis are evaluated quarterly to confirm the selected loss experience is appropriate for each commercial loan type. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price of the loan, or the fair value of the collateral, less selling costs, for collateral-dependent loans, rather than the migration analysis. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, delinquency status, bankruptcy experience, portfolio growth and historical losses, adjusted for current trends.

The allowance recorded for TDR loans and purchased impaired loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool, or the prior quarter effective rate, respectively. The allowance for collateral-dependent loans in the consumer lending segment is determined based on the fair value of the collateral less costs to sell. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, delinquency status, refreshed LTV ratios when possible, portfolio growth and historical losses, adjusted for current trends. Credit card and other retail loans 90 days or more past due are generally not placed on nonaccrual status because of the relatively short period of time to charge-off and, therefore, are excluded from nonperforming loans and measures that include nonperforming loans as part of the calculation.

When evaluating the appropriateness of the allowance for credit losses for any loans and lines in a junior lien position, the Company considers the delinquency and modification status of the first lien. At June 30, 2018, the Company serviced the first lien on 42 percent of the home equity loans and lines in a junior lien position. The Company also considers information

U.S. Bancorp 17
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received from its primary regulator on the status of the first liens that are serviced by other large servicers in the industry and the status of first lien mortgage accounts reported on customer credit bureau files. Regardless of whether or not the Company services the first lien, an assessment is made of economic conditions, problem loans, recent loss experience and other factors in determining the allowance for credit losses. Based on the available information, the Company estimated $304 million or 1.9 percent of its total home equity portfolio at June 30, 2018, represented non-delinquent junior liens where the first lien was delinquent or modified.

The Company uses historical loss experience on the loans and lines in a junior lien position where the first lien is serviced by the Company, or can be identified in credit bureau data, to establish loss estimates for junior lien loans and lines the Company services that are current, but the first lien is delinquent or modified. Historically, the number of junior lien defaults has been a small percentage of the total portfolio (approximately 1 percent annually), while the long-term average loss rate on loans that default has been approximately 90 percent. In addition, the Company obtains updated credit scores on its home equity portfolio each quarter, and in some cases more frequently, and uses this information to qualitatively supplement its loss estimation methods. Credit score distributions for the portfolio are monitored monthly and any changes in the distribution are one of the factors considered in assessing the Company's loss estimates. In its evaluation of the allowance for credit losses, the Company also considers the increased risk of loss associated with home equity lines that are contractually scheduled to convert from a revolving status to a fully amortizing payment and with residential lines and loans that have a balloon payoff provision.

The allowance for the covered loan segment is evaluated each quarter in a manner similar to that described for non-covered loans, and represents any decreases in expected cash flows on those loans after the acquisition date. The provision for credit losses for covered loans considers the indemnification provided by the FDIC.

In addition, the evaluation of the appropriate allowance for credit losses on purchased non-impaired loans acquired after January 1, 2009, in the various loan segments considers credit discounts recorded as a part of the initial determination of the fair value of the loans. For these loans, no allowance for credit losses is recorded at the purchase date. Credit discounts representing the principal losses expected over the life of the loans are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for credit losses only when the required allowance, net of any expected reimbursement under any loss sharing agreements with the FDIC, exceeds any remaining credit discounts.

The evaluation of the appropriate allowance for credit losses for purchased impaired loans in the various loan segments considers the expected cash flows to be collected from the borrower. These loans are initially recorded at fair value and, therefore, no allowance for credit losses is recorded at the purchase date.

Subsequent to the purchase date, the expected cash flows of purchased loans are subject to evaluation. Decreases in expected cash flows are recognized by recording an allowance for credit losses with the related provision for credit losses reduced for the amount reimbursable by the FDIC, where applicable. If the expected cash flows on the purchased loans increase such that a previously recorded impairment allowance can be reversed, the Company records a reduction in the allowance with a related reduction in losses reimbursable by the FDIC, where applicable. Increases in expected cash flows of purchased loans, when there are no reversals of previous impairment allowances, are recognized over the remaining life of the loans and resulting decreases in expected cash flows of the FDIC indemnification assets are amortized over the shorter of the remaining contractual term of the indemnification agreements or the remaining life of the loans.

The Company's methodology for determining the appropriate allowance for credit losses for all the loan segments also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, the following: economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards and other relevant business practices; results of internal review; and the regulatory environment. The consideration of these items results in adjustments to allowance amounts included in the Company's allowance for credit losses for each of the above loan segments.

Refer to "Management's Discussion and Analysis - Analysis of the Allowance for Credit Losses" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on the analysis and determination of the allowance for credit losses.

At June 30, 2018, the allowance for credit losses was $4.4 billion (1.57 percent of period-end loans), compared with an allowance of $4.4 billion (1.58 percent of period-end loans) at December 31, 2017. The ratio of the allowance for credit losses to nonperforming loans was 484 percent at June 30, 2018, compared with 438 percent at December 31, 2017. The ratio of the allowance for credit losses to annualized loan net charge-offs was 331 percent at June 30, 2018, compared with 332 percent of full-year 2017 net charge-offs at December 31, 2017.

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Table 8    Summary of Allowance for Credit Losses

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions) 2018 2017 2018 2017

Balance at beginning of period

$ 4,417 $ 4,366 $ 4,417 $ 4,357

Charge-Offs

Commercial

Commercial

77 97 165 187

Lease financing

6 7 12 13

Total commercial

83 104 177 200

Commercial real estate

Commercial mortgages

1 2 3 4

Construction and development

1 2 1

Total commercial real estate

2 2 5 5

Residential mortgages

12 16 25 33

Credit card

248 227 496 439

Other retail

Retail leasing

5 4 10 8

Home equity and second mortgages

6 9 12 17

Other

81 75 165 152

Total other retail

92 88 187 177

Covered loans (a)

Total charge-offs

437 437 890 854

Recoveries

Commercial

Commercial

23 22 55 41

Lease financing

2 4 4 6

Total commercial

25 26 59 47

Commercial real estate

Commercial mortgages

1 9 7 12

Construction and development

1 2 1 4

Total commercial real estate

2 11 8 16

Residential mortgages

8 8 14 13

Credit card

38 23 75 45

Other retail

Retail leasing

2 2 4 3

Home equity and second mortgages

8 10 15 19

Other

22 17 42 36

Total other retail

32 29 61 58

Covered loans (a)

Total recoveries

105 97 217 179

Net Charge-Offs

Commercial

Commercial

54 75 110 146

Lease financing

4 3 8 7

Total commercial

58 78 118 153

Commercial real estate

Commercial mortgages

(7 (4 (8

Construction and development

(2 1 (3

Total commercial real estate

(9 (3 (11

Residential mortgages

4 8 11 20

Credit card

210 204 421 394

Other retail

Retail leasing

3 2 6 5

Home equity and second mortgages

(2 (1 (3 (2

Other

59 58 123 116

Total other retail

60 59 126 119

Covered loans (a)

Total net charge-offs

332 340 673 675

Provision for credit losses

327 350 668 695

Other changes (b)

(1 1 (1

Balance at end of period (c)

$ 4,411 $ 4,377 $ 4,411 $ 4,377

Components

Allowance for loan losses

$ 3,920 $ 3,856

Liability for unfunded credit commitments

491 521

Total allowance for credit losses

$ 4,411 $ 4,377

Allowance for Credit Losses as a Percentage of

Period-end loans, excluding covered loans

1.58 1.59

Nonperforming loans, excluding covered loans

484 385

Nonperforming and accruing loans 90 days or more past due, excluding covered loans

309 270

Nonperforming assets, excluding covered assets

412 331

Annualized net charge-offs, excluding covered loans

330 319

Period-end loans

1.57 1.58

Nonperforming loans

484 383

Nonperforming and accruing loans 90 days or more past due

284 246

Nonperforming assets

404 324

Annualized net charge-offs

331 321

(a) Relates to covered loan charge-offs and recoveries not reimbursable by the FDIC.
(b) Includes net changes in credit losses to be reimbursed by the FDIC and reductions in the allowance for covered loans where the reversal of a previously recorded allowance was offset by an associated decrease in the indemnification asset, and the impact of any loan sales.
(c) At June 30, 2018 and 2017, $1.7 billion and $1.6 billion, respectively, of the total allowance for credit losses related to incurred losses on credit card and other retail loans.

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Residual Value Risk Management  The Company manages its risk to changes in the residual value of leased assets through disciplined residual valuation setting at the inception of a lease, diversification of its leased assets, regular residual asset valuation reviews and monitoring of residual value gains or losses upon the disposition of assets. As of June 30, 2018, no significant change in the amount of residual values or concentration of the portfolios had occurred since December 31, 2017. Refer to "Management's Discussion and Analysis - Residual Value Risk Management" in the Company's Annual Report on Form 10-K for the year ended December  31, 2017, for further discussion on residual value risk management.

Operational Risk Management  Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company's objectives. Business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities. The Company maintains a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, proper oversight of third parties with whom it does business, safeguarding of assets from misuse or theft, and ensuring the reliability and security of financial and other data. Refer to "Management's Discussion and Analysis - Operational Risk Management" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on operational risk management.

Compliance Risk Management  The Company may suffer legal or regulatory sanctions, material financial loss, or damage to reputation through failure to comply with laws, regulations, rules, standards of good practice, and codes of conduct, including those related to compliance with Bank Secrecy Act/anti-money laundering requirements, sanctions compliance requirements as administered by the Office of Foreign Assets Control, consumer protection and other requirements. The Company has controls and processes in place for the assessment, identification, monitoring, management and reporting of compliance risks and issues. Refer to "Management's Discussion and Analysis - Compliance Risk Management" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on compliance risk management.

Interest Rate Risk Management In the banking industry, changes in interest rates are a significant risk that can impact earnings, market valuations and the safety and soundness of an entity. To manage the impact on net interest income and the market value of assets and liabilities, the Company manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by its Asset Liability Management Committee ("ALCO") and approved by the Board of Directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposure. The Company uses net interest income simulation analysis and market value of equity modeling for measuring and analyzing consolidated interest rate risk. The Company has established policy limits within which it manages the overall interest rate risk profile, and at June 30, 2018 and December 31, 2017, the Company was within those limits.

Net Interest Income Simulation Analysis  Management estimates the impact on net interest income of changes in market interest rates under a number of scenarios, including gradual shifts, immediate and sustained parallel shifts, and flattening or steepening of the yield curve. Table 9 summarizes the projected impact to net interest income over the next 12 months of various potential interest rate changes. The sensitivity of the projected impact to net interest income over the next 12 months is dependent on balance sheet growth, product mix, deposit behavior, pricing and funding decisions. While the Company utilizes assumptions based on historical information and expected behaviors, actual outcomes could vary significantly. For example, if deposit outflows are more limited (stable) than the assumptions the Company used in preparing Table 9, the projected impact to net interest income would increase to 1.93 percent in the "Up 50 basis point ("bps")" and 3.90 percent in the "Up 200 bps" scenarios. Refer to "Management's Discussion and Analysis - Net Interest Income Simulation Analysis" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on net interest income simulation analysis.

Table 9    Sensitivity of Net Interest Income

June 30, 2018 December 31, 2017
Down 50 bps
Immediate
Up 50 bps
Immediate
Down 200 bps
Gradual
Up 200 bps
Gradual
Down 50 bps
Immediate
Up 50 bps
Immediate
Down 200 bps
Gradual
Up 200 bps
Gradual

Net interest income

(1.55 )%  1.28 (4.02 )%  1.67 (2.07 )%  1.13 * 1.72

* Given the level of interest rates, downward rate scenario is not computed.

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Market Value of Equity Modeling  The Company also manages interest rate sensitivity by utilizing market value of equity modeling, which measures the degree to which the market values of the Company's assets and liabilities and off-balance sheet instruments will change given a change in interest rates. Management measures the impact of changes in market interest rates under a number of scenarios, including immediate and sustained parallel shifts, and flattening or steepening of the yield curve. A 200 bps increase would have resulted in a 3.7 percent decrease in the market value of equity at June 30, 2018, compared with a 3.1 percent decrease at December 31, 2017. A 200 bps decrease would have resulted in a 5.5 percent decrease in the market value of equity at June 30, 2018, compared with an 8.0 percent decrease at December 31, 2017. Refer to "Management's Discussion and Analysis - Market Value of Equity Modeling" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on market value of equity modeling.

Use of Derivatives to Manage Interest Rate and Other Risks  To manage the sensitivity of earnings and capital to interest rate, prepayment, credit, price and foreign currency fluctuations (asset and liability management positions), the Company enters into derivative transactions. The Company uses derivatives for asset and liability management purposes primarily in the following ways:

To convert fixed-rate debt from fixed-rate payments to floating-rate payments;
To convert the cash flows associated with floating-rate debt from floating-rate payments to fixed-rate payments;
To mitigate changes in value of the Company's unfunded mortgage loan commitments, funded MLHFS and MSRs;
To mitigate remeasurement volatility of foreign currency denominated balances; and
To mitigate the volatility of the Company's net investment in foreign operations driven by fluctuations in foreign currency exchange rates.

The Company may enter into derivative contracts that are either exchange-traded, centrally cleared through clearinghouses or over-the-counter. In addition, the Company enters into interest rate and foreign exchange derivative contracts to support the business requirements of its customers (customer-related positions). The Company minimizes the market and liquidity risks of customer-related positions by either entering into similar offsetting positions with broker-dealers, or on a portfolio basis by entering into other derivative or non-derivative financial instruments that partially or fully offset the exposure from these customer-related positions. The Company does not utilize derivatives for speculative purposes.

The Company does not designate all of the derivatives that it enters into for risk management purposes as accounting hedges because of the inefficiency of applying the accounting requirements and may instead elect fair value accounting for the related hedged items. In particular, the Company enters into interest rate swaps, swaptions, forward commitments to buy to-be-announced securities ("TBAs"), U.S. Treasury and Eurodollar futures and options on U.S. Treasury futures to mitigate fluctuations in the value of its MSRs, but does not designate those derivatives as accounting hedges.

Additionally, the Company uses forward commitments to sell TBAs and other commitments to sell residential mortgage loans at specified prices to economically hedge the interest rate risk in its residential mortgage loan production activities. At June 30, 2018, the Company had $4.4 billion of forward commitments to sell, hedging $2.3 billion of MLHFS and $2.5 billion of unfunded mortgage loan commitments. The forward commitments to sell and the unfunded mortgage loan commitments on loans intended to be sold are considered derivatives under the accounting guidance related to accounting for derivative instruments and hedging activities. The Company has elected the fair value option for the MLHFS.

Derivatives are subject to credit risk associated with counterparties to the contracts. Credit risk associated with derivatives is measured by the Company based on the probability of counterparty default. The Company manages the credit risk of its derivative positions by diversifying its positions among various counterparties, by entering into master netting arrangements, and, where possible, by requiring collateral arrangements. The Company may also transfer counterparty credit risk related to interest rate swaps to third parties through the use of risk participation agreements. In addition, certain interest rate swaps, interest rate forwards and credit contracts are required to be centrally cleared through clearinghouses to further mitigate counterparty credit risk.

For additional information on derivatives and hedging activities, refer to Notes 12 and 13 in the Notes to Consolidated Financial Statements.

Market Risk Management  In addition to interest rate risk, the Company is exposed to other forms of market risk, principally related to trading activities which support customers' strategies to manage their own foreign currency, interest rate risk and funding activities. For purposes of its internal capital adequacy assessment

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process, the Company considers risk arising from its trading activities employing methodologies consistent with the requirements of regulatory rules for market risk. The Company's Market Risk Committee ("MRC"), within the framework of the ALCO, oversees market risk management. The MRC monitors and reviews the Company's trading positions and establishes policies for market risk management, including exposure limits for each portfolio. The Company uses a VaR approach to measure general market risk. Theoretically, VaR represents the statistical risk of loss the Company has to adverse market movements over a one-day time horizon. The Company uses the Historical Simulation method to calculate VaR for its trading businesses measured at the ninety-ninth percentile using a one-year look-back period for distributions derived from past market data. The market factors used in the calculations include those pertinent to market risks inherent in the underlying trading portfolios, principally those that affect the Company's corporate bond trading business, foreign currency transaction business, client derivatives business, loan trading business and municipal securities business. On average, the Company expects the one-day VaR to be exceeded by actual losses two to three times per year for its trading businesses. The Company monitors the effectiveness of its risk programs by back-testing the performance of its VaR models, regularly updating the historical data used by the VaR models and stress testing. If the Company were to experience market losses in excess of the estimated VaR more often than expected, the VaR models and associated assumptions would be analyzed and adjusted.

The average, high, low and period-end one-day VaR amounts for the Company's trading positions were as follows:

Six Months Ended June 30

(Dollars in Millions)

2018 2017

Average

$ 1 $ 1

High

1 1

Low

1 1

Period-end

1 1

The Company did not experience any actual trading losses for its combined trading businesses that exceeded VaR during the six months ended June 30, 2018 and 2017. The Company stress tests its market risk measurements to provide management with perspectives on market events that may not be captured by its VaR models, including worst case historical market movement combinations that have not necessarily occurred on the same date.

The Company calculates Stressed VaR using the same underlying methodology and model as VaR, except that a historical continuous one-year look-back period is utilized that reflects a period of significant financial stress appropriate to the Company's trading portfolio. The period selected by the Company includes the significant market volatility of the last four months of 2008.

The average, high, low and period-end one-day Stressed VaR amounts for the Company's trading positions were as follows:

Six Months Ended June 30

(Dollars in Millions)

2018 2017

Average

$ 5 $ 4

High

8 5

Low

2 3

Period-end

7 3

Valuations of positions in the client derivatives and foreign currency transaction businesses are based on discounted cash flow or other valuation techniques using market-based assumptions. These valuations are compared to third party quotes or other market prices to determine if there are significant variances. Significant variances are approved by the Company's market risk management department. Valuation of positions in the corporate bond trading, loan trading and municipal securities businesses are based on trader marks. These trader marks are evaluated against third party prices, with significant variances approved by the Company's risk management department.

The Company also measures the market risk of its hedging activities related to residential MLHFS and MSRs using the Historical Simulation method. The VaRs are measured at the ninety-ninth percentile and employ factors pertinent to the market risks inherent in the valuation of the assets and hedges. The Company monitors the effectiveness of the models through back-testing, updating the data and regular validations. A three-year look-back period is used to obtain past market data for the models.

The average, high and low VaR amounts for the residential MLHFS and related hedges and the MSRs and related hedges were as follows:

Six Months Ended June 30

(Dollars in Millions)

2018 2017

Residential Mortgage Loans Held For Sale and Related Hedges

Average

$ 1 $

High

2 1

Low

Mortgage Servicing Rights and Related Hedges

Average

$ 6 $ 8

High

7 10

Low

5 6

22 U.S. Bancorp
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Liquidity Risk Management  The Company's liquidity risk management process is designed to identify, measure, and manage the Company's funding and liquidity risk to meet its daily funding needs and to address expected and unexpected changes in its funding requirements. The Company engages in various activities to manage its liquidity risk. These activities include diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity if needed. In addition, the Company's profitable operations, sound credit quality and strong capital position have enabled it to develop a large and reliable base of core deposit funding within its market areas and in domestic and global capital markets.

The Company's Board of Directors approves the Company's liquidity policy. The Risk Management Committee of the Company's Board of Directors oversees the Company's liquidity risk management process and approves a contingency funding plan. The ALCO reviews the Company's liquidity policy and limits, and regularly assesses the Company's ability to meet funding requirements arising from adverse company-specific or market events.

The Company regularly projects its funding needs under various stress scenarios and maintains a contingency funding plan consistent with the Company's access to diversified sources of contingent funding. The Company maintains a substantial level of total available liquidity in the form of on-balance sheet and off-balance sheet funding sources. These liquidity sources include cash at the Federal Reserve Bank and certain European central banks, unencumbered liquid assets, and capacity to borrow at the FHLB and the Federal Reserve Bank's Discount Window. At June 30, 2018, the fair value of unencumbered available-for-sale and held-to-maturity investment securities totaled $100.5 billion, compared with $100.3 billion at December 31, 2017. Refer to Table 4 and "Balance Sheet Analysis" for further information on investment securities maturities and trends. Asset liquidity is further enhanced by the Company's practice of pledging loans to access secured borrowing facilities through the FHLB and Federal Reserve Bank. At June 30, 2018, the Company could have borrowed an additional $93.8 billion from the FHLB and Federal Reserve Bank based on collateral available for additional borrowings.

The Company's diversified deposit base provides a sizeable source of relatively stable and low-cost funding, while reducing the Company's reliance on the wholesale markets. Total deposits were $340.1 billion at June 30, 2018, compared with $347.2 billion at December 31, 2017. Refer to "Balance Sheet Analysis" for further information on the Company's deposits.

Additional funding is provided by long-term debt and short-term borrowings. Long-term debt was $37.2 billion at June 30, 2018, and is an important funding source because of its multi-year borrowing structure. Short-term borrowings were $18.1 billion at June 30, 2018, and supplement the Company's other funding sources. Refer to "Balance Sheet Analysis" for further information on the Company's long-term debt and short-term borrowings.

In addition to assessing liquidity risk on a consolidated basis, the Company monitors the parent company's liquidity. The Company establishes limits for the minimal number of months into the future where the parent company can meet existing and forecasted obligations with cash and securities held that can be readily monetized. The Company measures and manages this limit in both normal and adverse conditions. The Company maintains sufficient funding to meet expected capital and debt service obligations for 24 months without the support of dividends from subsidiaries and assuming access to the wholesale markets is maintained. The Company maintains sufficient liquidity to meet its capital and debt service obligations for 12 months under adverse conditions without the support of dividends from subsidiaries or access to the wholesale markets. The parent company is currently well in excess of required liquidity minimums.

At June 30, 2018, parent company long-term debt outstanding was $16.6 billion, compared with $15.8 billion at December 31, 2017. The increase was primarily due to the issuance of $850 million of medium-term notes. As of June 30, 2018, there was $1.5 billion of parent company debt scheduled to mature in the remainder of 2018.

The Company is subject to a regulatory Liquidity Coverage Ratio ("LCR") requirement which requires banks to maintain an adequate level of unencumbered high quality liquid assets to meet estimated liquidity needs over a 30-day stressed period. At June 30, 2018, the Company was compliant with this requirement.

Refer to "Management's Discussion and Analysis -Liquidity Risk Management" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on liquidity risk management.

European Exposures The Company provides merchant processing and corporate trust services in Europe either directly or through banking affiliations in Europe. Operating cash for these businesses is deposited on a short-term basis typically with certain European central banks. For deposits placed at other European banks, exposure is mitigated by the Company placing deposits at

U.S. Bancorp 23
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multiple banks and managing the amounts on deposit at any bank based on institution-specific deposit limits. At June 30, 2018, the Company had an aggregate amount on deposit with European banks of approximately $7.8 billion, predominately with the Central Bank of Ireland and Bank of England.

In addition, the Company provides financing to domestic multinational corporations that generate revenue from customers in European countries, transacts with various European banks as counterparties to certain derivative-related activities, and through a subsidiary, manages money market funds that hold certain investments in European sovereign debt. Any deterioration in economic conditions in Europe is unlikely to have a significant effect on the Company related to these activities.

Off-Balance Sheet Arrangements  Off-balance sheet arrangements include any contractual arrangements to which an unconsolidated entity is a party, under which the Company has an obligation to provide credit or liquidity enhancements or market risk support. In the ordinary course of business, the Company enters into an array of commitments to extend credit, letters of credit and various forms of guarantees that may be considered off-balance sheet arrangements. Refer to Note 15 of the Notes to Consolidated Financial Statements for further information on these arrangements. The Company does not utilize private label asset securitizations as a source of funding. Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity that provides financing, liquidity, credit enhancement or market risk support. Refer to Note 5 of the Notes to Consolidated Financial Statements for further information related to the Company's interests in variable interest entities.

Capital Management  The Company is committed to managing capital to maintain strong protection for depositors and creditors and for maximum shareholder benefit. The Company also manages its capital to exceed regulatory capital requirements for banking organizations. The regulatory capital requirements effective for the Company follow Basel III, which includes two comprehensive methodologies for calculating risk-weighted assets: a general standardized approach and more risk-sensitive advanced approaches, with the Company's capital adequacy being evaluated against the methodology that is most restrictive, which is currently the standardized approach. Beginning January 1, 2018, the regulatory capital requirements reflect the full implementation of Basel III. Prior to 2018, the Company's capital ratios reflected certain transitional adjustments. Table 10 provides a summary of statutory regulatory capital ratios in effect for the Company at June 30, 2018 and December 31, 2017. All regulatory ratios exceeded regulatory "well-capitalized" requirements. At June 30, 2018, the Company's common equity tier 1 capital ratio using the Basel III standardized approach was 9.1 percent, compared with an estimated fully implemented common equity tier 1 capital ratio using the Basel III standardized approach of 9.1 percent at December 31, 2017.

The Company believes certain other capital ratios are useful in evaluating its capital adequacy. The Company's tangible common equity, as a percent of tangible assets and as a percent of risk-weighted assets calculated under the standardized approach, was 7.8 percent and 9.3 percent, respectively, at June 30, 2018, compared with 7.6 percent and 9.4 percent, respectively, at December 31, 2017.

Total U.S. Bancorp shareholders' equity was $49.6 billion at June 30, 2018, compared with $49.0 billion at December 31, 2017. The increase was primarily the result of the Company's earnings, partially offset by common share repurchases, dividends and changes in unrealized gains and losses on available-for-sale investment securities included in other comprehensive income (loss).

Table 10    Regulatory Capital Ratios

(Dollars in Millions) June 30,
2018
December 31,
2017

Basel III standardized approach:

Common equity tier 1 capital

$ 34,161 $ 34,369

Tier 1 capital

39,611 39,806

Total risk-based capital

47,258 47,503

Risk-weighted assets

375,466 367,771

Common equity tier 1 capital as a percent of risk-weighted assets

9.1 9.3

Tier 1 capital as a percent of risk-weighted assets

10.5 10.8

Total risk-based capital as a percent of risk-weighted assets

12.6 12.9

Tier 1 capital as a percent of adjusted quarterly average assets (leverage ratio)

8.9 8.9

Basel III advanced approaches:

Common equity tier 1 capital

$ 34,161 $ 34,369

Tier 1 capital

39,611 39,806

Total risk-based capital

44,251 44,477

Risk-weighted assets

293,653 287,211

Common equity tier 1 capital as a percent of risk-weighted assets

11.6 12.0

Tier 1 capital as a percent of risk-weighted assets

13.5 13.9

Total risk-based capital as a percent of risk-weighted assets

15.1 15.5

Tier 1 capital as a percent of total on- and off-balance sheet leverage exposure (supplementary leverage ratio)

7.1

24 U.S. Bancorp
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The following table provides a detailed analysis of all shares purchased by the Company or any affiliated purchaser during the second quarter of 2018:

Period Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Program (a)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (b)
(In Millions)

April

6,724,450 (c)  $ 50.76 6,624,450 $ 338

May

4,010,194 50.59 4,010,194 135

June

2,660,658 (d)  51.33 2,585,658

Total

13,395,302 (e)  $ 50.82 13,220,302 $

(a) All shares were purchased under the July 1, 2017 through June 30, 2018, $2.6 billion common stock repurchase authorization program announced on June 28, 2017.
(b) The dollar value of shares subject to the stock repurchase program announced on June 28, 2018 are not reflected in this column.
(c) Includes 100,000 shares of common stock purchased, at an average price per share of $50.32, in open-market transactions by U.S. Bank National Association, the Company's banking subsidiary, in its capacity as trustee of the Company's Employee Retirement Savings Plan.
(d) Includes 75,000 shares of common stock purchased, at an average price per share of $51.06, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company's Employee Retirement Savings Plan.
(e) Includes 175,000 shares of common stock purchased, at an average price per share of $50.64, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company's Employee Retirement Savings Plan.

On June 28, 2018, the Company announced its Board of Directors had approved an authorization to repurchase up to $3.0 billion of its common stock, from July 1, 2018 through June 30, 2019.

Refer to "Management's Discussion and Analysis - Capital Management" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on capital management.

LINE OF BUSINESS FINANCIAL REVIEW

The Company's major lines of business are Corporate and Commercial Banking, Consumer and Business Banking, Wealth Management and Investment Services, Payment Services, and Treasury and Corporate Support. These operating segments are components of the Company about which financial information is prepared and is evaluated regularly by management in deciding how to allocate resources and assess performance.

Basis for Financial Presentation  Business line results are derived from the Company's business unit profitability reporting systems by specifically attributing managed balance sheet assets, deposits and other liabilities and their related income or expense. The allowance for credit losses and related provision expense are allocated to the lines of business based on the related loan balances managed. Refer to "Management's Discussion and Analysis - Line of Business Financial Review" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for further discussion on the business lines' basis for financial presentation.

Designations, assignments and allocations change from time to time as management systems are enhanced,

methods of evaluating performance or product lines change or business segments are realigned to better respond to the Company's diverse customer base. During 2018, certain organization and methodology changes were made and, accordingly, 2017 results were restated and presented on a comparable basis.

Corporate and Commercial Banking Corporate and Commercial Banking offers lending, equipment finance and small-ticket leasing, depository services, treasury management, capital markets services, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution, non-profit and public sector clients. Corporate and Commercial Banking contributed $417 million of the Company's net income in the second quarter and $808 million in the first six months of 2018, or increases of $41 million (10.9 percent) and $94 million (13.2 percent), respectively, compared with the same periods of 2017.

Net revenue decreased $19 million (2.0 percent) in the second quarter and $42 million (2.2 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to decreases in noninterest income. The decrease in noninterest income for the first six months of 2018, compared with the same period of 2017, was partially offset by an increase in net interest income. Noninterest income decreased $19 million (7.9 percent) in the second quarter and $56 million (11.5 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to lower commercial leasing revenue, trading revenue and loan fees. Noninterest income further decreased in the first six months of 2018, compared with the same period of 2017, due to stronger prior year capital markets volume. Net interest income, on a taxable-equivalent basis, was unchanged in the second quarter and increased $14 million (1.0 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to the impact of rising rates on the margin benefit from deposits, offset by lower rates on loans, reflecting a competitive marketplace, and lower noninterest-bearing deposits.

Noninterest expense increased $10 million (2.5 percent) in the second quarter and $19 million (2.4 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to increases in net shared services expense driven by technology development and investment in infrastructure. The provision for credit losses increased $6 million (33.3 percent) in the second quarter of 2018, compared with the second quarter of 2017, reflecting an unfavorable change in the reserve allocation, partially offset by lower net charge-offs. The provision for credit losses decreased $16 million (88.9 percent) in the first six months of 2018, compared with the same period of 2017, primarily due to lower net charge-offs, partially offset by an unfavorable change in the reserve allocation.

U.S. Bancorp 25
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Table 11    Line of Business Financial Performance

Corporate and
Commercial Banking

Consumer and

Business Banking

Three Months Ended June 30
(Dollars in Millions)
2018 2017 Percent
Change
2018 2017 Percent
Change

Condensed Income Statement

Net interest income (taxable-equivalent basis)

$ 725 $ 725 $ 1,539 $ 1,466 5.0

Noninterest income

223 242 (7.9 590 606 (2.6

Securities gains (losses), net

Total net revenue

948 967 (2.0 2,129 2,072 2.8

Noninterest expense

403 393 2.5 1,347 1,295 4.0

Other intangibles

1 1 7 7

Total noninterest expense

404 394 2.5 1,354 1,302 4.0

Income before provision and income taxes

544 573 (5.1 775 770 .6

Provision for credit losses

(12 (18 33.3 60 90 (33.3

Income before income taxes

556 591 (5.9 715 680 5.1

Income taxes and taxable-equivalent adjustment

139 215 (35.3 179 247 (27.5

Net income

417 376 10.9 536 433 23.8

Net (income) loss attributable to noncontrolling interests

Net income attributable to U.S. Bancorp

$ 417 $ 376 10.9 $ 536 $ 433 23.8

Average Balance Sheet

Commercial

$ 74,813 $ 73,399 1.9 $ 10,028 $ 10,227 (1.9 )% 

Commercial real estate

18,697 20,820 (10.2 18,172 18,503 (1.8

Residential mortgages

6 6 57,591 55,778 3.3

Credit card

Other retail

1 * 53,409 52,479 1.8

Total loans, excluding covered loans

93,517 94,225 (.8 139,200 136,987 1.6

Covered loans

2,897 3,533 (18.0

Total loans

93,517 94,225 (.8 142,097 140,520 1.1

Goodwill

1,647 1,647 3,681 3,681

Other intangible assets

11 14 (21.4 2,932 2,730 7.4

Assets

102,585 103,105 (.5 156,803 154,221 1.7

Noninterest-bearing deposits

33,379 36,438 (8.4 27,565 27,287 1.0

Interest checking

9,545 9,545 50,599 47,332 6.9

Savings products

42,448 45,780 (7.3 62,203 60,645 2.6

Time deposits

18,370 13,556 35.5 12,779 12,804 (.2

Total deposits

103,742 105,319 (1.5 153,146 148,068 3.4

Total U.S. Bancorp shareholders' equity

10,500 9,921 5.8 12,244 11,435 7.1

Corporate and

Commercial Banking

Consumer and

Business Banking

Six Months Ended June 30
(Dollars in Millions)
2018 2017 Percent
Change
2018 2017 Percent
Change

Condensed Income Statement

Net interest income (taxable-equivalent basis)

$ 1,447 $ 1,433 1.0 $ 3,069 $ 2,894 6.0

Noninterest income

431 490 (12.0 1,160 1,177 (1.4

Securities gains (losses), net

(3 *

Total net revenue

1,878 1,920 (2.2 4,229 4,071 3.9

Noninterest expense

797 778 2.4 2,668 2,574 3.7

Other intangibles

2 2 14 14

Total noninterest expense

799 780 2.4 2,682 2,588 3.6

Income before provision and income taxes

1,079 1,140 (5.4 1,547 1,483 4.3

Provision for credit losses

2 18 (88.9 116 155 (25.2

Income before income taxes

1,077 1,122 (4.0 1,431 1,328 7.8

Income taxes and taxable-equivalent adjustment

269 408 (34.1 358 483 (25.9

Net income

808 714 13.2 1,073 845 27.0

Net (income) loss attributable to noncontrolling interests

Net income attributable to U.S. Bancorp

$ 808 $ 714 13.2 $ 1,073 $ 845 27.0

Average Balance Sheet

Commercial

$ 74,813 $ 72,912 2.6 $ 9,931 $ 10,069 (1.4 )% 

Commercial real estate

18,915 21,062 (10.2 18,194 18,527 (1.8

Residential mortgages

6 7 (14.3 57,327 55,510 3.3

Credit card

Other retail

1 * 54,203 52,083 4.1

Total loans, excluding covered loans

93,735 93,981 (.3 139,655 136,189 2.5

Covered loans

2,972 3,625 (18.0

Total loans

93,735 93,981 (.3 142,627 139,814 2.0

Goodwill

1,647 1,647 3,681 3,681

Other intangible assets

11 14 (21.4 2,902 2,749 5.6

Assets

102,615 102,712 (.1 157,164 153,932 2.1

Noninterest-bearing deposits

33,893 36,697 (7.6 27,456 27,122 1.2

Interest checking

9,519 9,401 1.3 49,988 46,809 6.8

Savings products

43,188 47,291 (8.7 61,867 60,244 2.7

Time deposits

17,452 13,023 34.0 12,678 13,003 (2.5

Total deposits

104,052 106,412 (2.2 151,989 147,178 3.3

Total U.S. Bancorp shareholders' equity

10,459 9,801 6.7 12,232 11,478 6.6

* Not meaningful
(a) Presented net of related rewards and rebate costs and certain partner payments of $533 million and $493 million for the three months ended June 30, 2018 and 2017, respectively, and $1.1 billion and $961 million for the six months ended June 30, 2018 and 2017, respectively.
(b) Includes revenue generated from certain contracts with customers of $1.9 billion and $1.8 billion for the three months ended June 30, 2018 and 2017, respectively, and $3.7 billion and $3.5 billion for the six months ended June 30, 2018 and 2017, respectively.

26 U.S. Bancorp
Table of Contents

Wealth Management and

Investment Services

Payment

Services

Treasury and

Corporate Support

Consolidated

Company

2018 2017 Percent
Change
2018 2017 Percent
Change
2018 2017 Percent
Change
2018 2017 Percent
Change
$     290 $ 260 11.5 $ 592 $ 581 1.9 $ 80 $ 68 17.6 $ 3,226 $ 3,100 4.1
430 412 4.4 903 (a)  850 (a)  6.2 258 229 12.7 2,404 (b)  2,339 (b)  2.8
10 9 11.1 10 9 11.1
720 672 7.1 1,495 1,431 4.5 348 306 13.7 5,640 5,448 3.5
443 388 14.2 705 665 6.0 147 200 (26.5 3,045 2,941 3.5
4 5 (20.0 28 30 (6.7 40 43 (7.0
447 393 13.7 733 695 5.5 147 200 (26.5 3,085 2,984 3.4
273 279 (2.2 762 736 3.5 201 106 89.6 2,555 2,464 3.7
(1 * 281 283 (.7 (2 (4 50.0 327 350 (6.6
273 280 (2.5 481 453 6.2 203 110 84.5 2,228 2,114 5.4
68 102 (33.3 120 165 (27.3 (36 (127 71.7 470 602 (21.9
205 178 15.2 361 288 25.3 239 237 .8 1,758 1,512 16.3
(6 * (8 (6 (33.3 (8 (12 33.3
$     205 $ 178 15.2 $ 361 $ 282 28.0 $ 231 $ 231 $ 1,750 $ 1,500 16.7
$  3,737 $ 3,375 10.7 $ 8,963 $ 7,975 12.4 $ 812 $ 662 22.7 $ 98,353 $ 95,638 2.8
519 507 2.4 2,469 2,719 (9.2 39,857 42,549 (6.3
3,232 2,752 17.4 5 8 (37.5 60,834 58,544 3.9
21,220 20,631 2.9 21,220 20,631 2.9
1,645 1,684 (2.3 408 464 (12.1 55,463 54,627 1.5
9,133 8,318 9.8 30,591 29,070 5.2 3,286 3,389 (3.0 275,727 271,989 1.4
6 * 2,897 3,539 (18.1
9,133 8,318 9.8 30,591 29,070 5.2 3,286 3,395 (3.2 278,624 275,528 1.1
1,569 1,567 .1 2,536 2,458 3.2 9,433 9,353 .9
66 83 (20.5 392 408 (3.9 3,401 3,235 5.1
12,107 11,437 5.9 36,552 34,779 5.1 146,442 142,563 2.7 454,489 446,105 1.9
14,767 15,952 (7.4 1,085 1,015 6.9 2,191 2,018 8.6 78,987 82,710 (4.5
9,737 10,362 (6.0 37 51 (27.5 69,918 67,290 3.9
43,084 43,333 (.6 106 102 3.9 561 441 27.2 148,402 150,301 (1.3
3,887 4,285 (9.3 3 2 50.0 2,476 224 * 37,515 30,871 21.5
71,475 73,932 (3.3 1,194 1,119 6.7 5,265 2,734 92.6 334,822 331,172 1.1
2,424 2,365 2.5 6,602 6,228 6.0 17,552 18,324 (4.2 49,322 48,273 2.2

Wealth Management and

Investment Services

Payment

Services

Treasury and

Corporate Support

Consolidated

Company

2018 2017 Percent
Change
2018 2017 Percent
Change
2018 2017 Percent
Change
2018 2017 Percent
Change
$     572 $ 503 13.7 $ 1,202 $ 1,177 2.1 $ 133 $ 123 8.1 $ 6,423 $ 6,130 4.8
861 810 6.3 1,751 (a)  1,648 (a)  6.3 468 444 5.4 4,671 (b)  4,569 (b)  2.2
15 41 (63.4 15 38 (60.5
1,433 1,313 9.1 2,953 2,825 4.5 616 608 1.3 11,109 10,737 3.5
857 779 10.0 1,408 1,308 7.6 331 367 (9.8 6,061 5,806 4.4
8 10 (20.0 55 61 (9.8 79 87 (9.2
865 789 9.6 1,463 1,369 6.9 331 367 (9.8 6,140 5,893 4.2
568 524 8.4 1,490 1,456 2.3 285 241 18.3 4,969 4,844 2.6
1 * 553 524 5.5 (4 (2 * 668 695 (3.9
567 524 8.2 937 932 .5 289 243 18.9 4,301 4,149 3.7
142 191 (25.7 234 339 (31.0 (142 (270 47.4 861 1,151 (25.2
425 333 27.6 703 593 18.5 431 513 (16.0 3,440 2,998 14.7
(13 * (15 (12 (25.0 (15 (25 40.0
$     425 $ 333 27.6 $ 703 $ 580 21.2 $ 416 $ 501 (17.0 $ 3,425 $ 2,973 15.2
$  3,699 $ 3,283 12.7 $ 8,660 $ 7,794 11.1 $ 809 $ 636 27.2 $ 97,912 $ 94,694 3.4
515 510 1.0 2,486 2,753 (9.7 40,110 42,852 (6.4
3,167 2,699 17.3 5 8 (37.5 60,505 58,224 3.9
21,252 20,737 2.5 21,252 20,737 2.5
1,633 1,653 (1.2 416 472 (11.9 56,253 54,208 3.8
9,014 8,145 10.7 30,328 29,003 4.6 3,300 3,397 (2.9 276,032 270,715 2.0
10 * 2,972 3,635 (18.2
9,014 8,145 10.7 30,328 29,003 4.6 3,300 3,407 (3.1 279,004 274,350 1.7
1,569 1,567 .1 2,539 2,455 3.4 9,436 9,350 .9
68 85 (20.0 394 422 (6.6 3,375 3,270 3.2
11,997 11,444 4.8 36,364 34,672 4.9 146,249 140,961 3.8 454,389 443,721 2.4
14,558 14,905 (2.3 1,106 1,019 8.5 2,221 1,986 11.8 79,234 81,729 (3.1
10,590 10,234 3.5 39 46 (15.2 70,136 66,490 5.5
42,385 42,748 (.8 105 101 4.0 535 448 19.4 148,080 150,832 (1.8
3,792 4,519 (16.1 3 2 50.0 3,327 212 * 37,252 30,759 21.1
71,325 72,406 (1.5 1,214 1,122 8.2 6,122 2,692 * 334,702 329,810 1.5
2,412 2,383 1.2 6,612 6,316 4.7 17,360 18,121 (4.2 49,075 48,099 2.0

U.S. Bancorp 27
Table of Contents

Consumer and Business Banking  Consumer and Business Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail, ATM processing and mobile devices. It encompasses community banking, metropolitan banking and indirect lending, as well as mortgage banking. Consumer and Business Banking contributed $536 million of the Company's net income in the second quarter and $1.1 billion in the first six months of 2018, or increases of $103 million (23.8 percent) and $228 million (27.0 percent), respectively, compared with the same periods of 2017.

Net revenue increased $57 million (2.8 percent) in the second quarter and $158 million (3.9 percent) in the first six months of 2018, compared with the same periods of 2017. Net interest income, on a taxable-equivalent basis, increased $73 million (5.0 percent) in the second quarter and $175 million (6.0 percent) in the first six months of 2018, compared with the same periods of 2017. The increases were primarily due to the impact of rising rates on the margin benefit from deposits along with growth in average loan and deposit balances, partially offset by lower rates on loans. Noninterest income decreased $16 million (2.6 percent) in the second quarter and $17 million (1.4 percent) in the first six months of 2018, compared with the same periods of 2017, principally driven by lower mortgage banking revenue, consistent with industry trends, primarily due to lower mortgage production, partially offset by a favorable change in the valuation of MSRs, net of hedging activities. Further, the decreases were driven by a reduction in other noninterest income as a result of lower end of term gains in retail leasing revenue due to lower volumes. These decreases were partially offset by higher ATM processing services fees and deposit service charges, reflecting higher transaction volumes.

Noninterest expense increased $52 million (4.0 percent) in the second quarter and $94 million (3.6 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to higher net shared services expense and higher personnel expense reflecting the impact of investments supporting business growth and development as well as higher production related incentives. These increases were partially offset by lower mortgage banking costs. The provision for credit losses decreased $30 million (33.3 percent) in the second quarter and $39 million (25.2 percent) in the first six months of 2018, compared with the same periods of 2017, reflecting lower net charge-offs as well as favorable changes in the reserve allocation.

Wealth Management and Investment Services  Wealth Management and Investment Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust, custody and fund servicing through five businesses: Wealth Management, Corporate Trust Services, U.S. Bancorp Asset Management, Institutional Trust & Custody and Fund Services. Wealth Management and Investment Services contributed $205 million of the Company's net income in the second quarter and $425 million in the first six months of 2018, or increases of $27 million (15.2 percent) and $92 million (27.6 percent), respectively, compared with the same periods of 2017.

Net revenue increased $48 million (7.1 percent) in the second quarter and $120 million (9.1 percent) in the first six months of 2018, compared with the same periods of 2017. Net interest income, on a taxable-equivalent basis, increased $30 million (11.5 percent) in the second quarter and $69 million (13.7 percent) in the first six months of 2018, compared with the same periods of 2017. The increases were primarily due to the impact of rising rates on the margin benefit from deposits. Noninterest income increased $18 million (4.4 percent) in the second quarter and $51 million (6.3 percent) in the first six months of 2018, compared with the same periods of 2017, principally due to favorable market conditions, business growth and net asset inflows.

Noninterest expense increased $54 million (13.7 percent) in the second quarter and $76 million (9.6 percent) in the first six months of 2018, compared with the same periods of 2017, primarily as a result of settling certain litigation matters, and higher net shared services expense and personnel expense driven by investments to support business growth, higher production related incentives and increased staffing to support business development.

Payment Services  Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate, government and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $361 million of the Company's net income in the second quarter and $703 million in the first six months of 2018, or increases of $79 million (28.0 percent) and $123 million (21.2 percent), respectively, compared with the same periods of 2017.

Net revenue increased $64 million (4.5 percent) in the second quarter and $128 million (4.5 percent) in the first six months of 2018, compared with the same periods of 2017. Net interest income, on a taxable-equivalent basis, increased $11 million (1.9 percent) in the second quarter and $25 million (2.1 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to higher loan volumes. Noninterest income increased $53 million (6.2 percent) in the second quarter and $103 million (6.3 percent) in

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the first six months of 2018, compared with the same periods of 2017, primarily due to higher credit and debit card revenue and higher corporate payment products revenue, both driven by higher sales volumes.

Noninterest expense increased $38 million (5.5 percent) in the second quarter and $94 million (6.9 percent) in the first six months of 2018, compared with the same periods of 2017, principally due to higher net shared services expense and personnel expense driven by implementation costs of capital investments, higher production related incentives and increased staffing to support business development. The provision for credit losses decreased $2 million (0.7 percent) in the second quarter of 2018, compared with the second quarter of 2017, reflecting a favorable change in the reserve allocation, mostly offset by higher net charge-offs. The provision for credit losses increased $29 million (5.5 percent) in the first six months of 2018, compared with the same period of 2017, primarily due to higher net charge-offs, partially offset by a favorable change in the reserve allocation.

Treasury and Corporate Support  Treasury and Corporate Support includes the Company's investment portfolios, funding, capital management, interest rate risk management, income taxes not allocated to the business lines, including most investments in tax-advantaged projects, and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis. Treasury and Corporate Support recorded net income of $231 million in the second quarter and $416 million in the first six months of 2018, compared with $231 million and $501 million in the same periods of 2017, respectively.

Net revenue increased $42 million (13.7 percent) in the second quarter and $8 million (1.3 percent) in the first six months of 2018, compared with the same periods of 2017. Net interest income, on a taxable-equivalent basis, increased $12 million (17.6 percent) in the second quarter and $10 million (8.1 percent) in the first six months of 2018, compared with the same periods of 2017, primarily due to growth in the investment portfolio, partially offset by higher funding costs. Noninterest income increased $30 million (12.6 percent) in the second quarter and decreased $2 million (0.4 percent) in the first six months of 2018, compared with the same periods of 2017, reflecting a gain on the sale of student loans in the second quarter of 2018 and changes in equity investment income. In addition, noninterest income for the first six months of 2018 reflected lower investment securities gains compared with the same period of the prior year.

Noninterest expense decreased $53 million (26.5 percent) in the second quarter and $36 million (9.8 percent) in the first six months of 2018, compared with the same periods of 2017, as a result of the allocation of previously reserved litigation items to the business units, at settlement, and a favorable change in net shared services expense allocated to manage the business. Partially offsetting these decreases was higher personnel expense driven by increased staffing, higher variable compensation, and technology development related to business development efforts. The provision for credit losses was $2 million higher in the second quarter of 2018, compared with the second quarter of 2017, due to higher net charge-offs, partially offset by a favorable change in the reserve allocation. The provision for credit losses was $2 million lower in the first six months of 2018, compared with the same period of 2017, due to a favorable change in the reserve allocation, partially offset by higher net charge-offs.

Income taxes are assessed to each line of business at a managerial tax rate of 25.0 percent starting in 2018 due to tax reform, compared with 36.4 percent in 2017. The residual tax expense or benefit to arrive at the consolidated effective tax rate is included in Treasury and Corporate Support.

NON-GAAP FINANCIAL MEASURES

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:

Tangible common equity to tangible assets, and
Tangible common equity to risk-weighted assets.

These capital measures are viewed by management as useful additional methods of evaluating the Company's utilization of its capital held and the level of capital available to withstand unexpected negative market or economic conditions. Additionally, presentation of these measures allows investors, analysts and banking regulators to assess the Company's capital position relative to other financial services companies. These capital measures are not defined in generally accepted accounting principles ("GAAP"), or are not defined in banking regulations. As a result, these capital measures disclosed by the Company may be considered non-GAAP financial measures. In addition, certain capital measures related to prior periods are presented on the same basis as those capital measures in the current period. The effective capital ratios defined by banking regulations for these periods were subject to certain transitional provisions. Management believes this

U.S. Bancorp 29
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information helps investors assess trends in the Company's capital adequacy.

The Company also discloses net interest income and related ratios and analysis on a taxable-equivalent basis, which may also be considered non-GAAP financial measures. The Company believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison of net interest income arising from taxable and tax-exempt sources. In addition, certain performance measures, including the efficiency ratio and net interest margin utilize net interest income on a taxable-equivalent basis.

There may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider the consolidated financial statements and other financial information contained in this report in their entirety, and not to rely on any single financial measure.

The following table shows the Company's calculation of these non-GAAP financial measures:

(Dollars in Millions) June 30,
2018
December 31,
2017

Total equity

$ 50,257 $ 49,666

Preferred stock

(5,419 (5,419

Noncontrolling interests

(629 (626

Goodwill (net of deferred tax liability) (1)

(8,585 (8,613

Intangible assets, other than mortgage servicing rights

(571 (583

Tangible common equity (a)

35,053 34,425

Total assets

461,329 462,040

Goodwill (net of deferred tax liability) (1)

(8,585 (8,613

Intangible assets, other than mortgage servicing rights

(571 (583

Tangible assets (b)

452,173 452,844

Risk-weighted assets, determined in accordance with the Basel III standardized approach (c)

375,466 367,771

Tangible common equity (as calculated above)

34,425

Adjustments (2)

(550

Common equity tier 1 capital estimated for the Basel III fully implemented standardized and advanced approaches (d)

33,875

Risk-weighted assets, determined in accordance with prescribed transitional standardized approach regulatory requirements

367,771

Adjustments (3)

4,473

Risk-weighted assets estimated for the Basel III fully implemented standardized approach (e)

372,244

Risk-weighted assets, determined in accordance with prescribed transitional advanced approaches regulatory requirements

287,211

Adjustments (4)

4,769

Risk-weighted assets estimated for the Basel III fully implemented advanced approaches (f)

291,980

Ratios

Tangible common equity to tangible assets (a)/(b)

7.8 7.6

Tangible common equity to risk-weighted assets (a)/(c)

9.3 9.4
Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized
approach (d)/(e)
9.1

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (d)/(f)

11.6

Three Months
Ended June 30
Six Months
Ended June 30
        2018 2017 2018 2017

Net interest income

$ 3,197 $ 3,049 $ 6,365 $ 6,029

Taxable-equivalent adjustment (5)

29 51 58 101

Net interest income, on a taxable-equivalent basis

3,226 3,100 6,423 6,130

Net interest income, on a taxable-equivalent basis (as calculated above)

3,226 3,100 6,423 6,130

Noninterest income

2,414 2,348 4,686 4,607

Less: Securities gains (losses), net

10 9 15 38

Total net revenue, excluding net securities gains (losses) (g)

5,630 5,439 11,094 10,699

Noninterest expense (h)

3,085 2,984 6,140 5,893

Efficiency ratio (h)/(g)

54.8 54.9 55.3 55.1

(1)

Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements.

(2)

Includes net losses on cash flow hedges included in accumulated other comprehensive income (loss) and other adjustments.

(3)

Includes higher risk-weighting for unfunded loan commitments, investment securities, residential mortgages, MSRs and other adjustments.

(4)

Primarily reflects higher risk-weighting for MSRs.

(5)

Interest and rates are presented on a fully taxable-equivalent basis based on a federal income tax rate of 21 percent for 2018 and 35 percent for 2017.

30 U.S. Bancorp
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CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. The Company's financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding the Company's financial statements. Critical accounting policies are those policies management believes are the most important to the portrayal of the Company's financial condition and results, and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Those policies considered to be critical accounting policies relate to the allowance for credit losses, fair value estimates, purchased loans and related indemnification assets, MSRs, goodwill and other intangibles and income taxes. Management has discussed the development and the selection of critical accounting policies with the Company's Audit Committee. These accounting policies are discussed in detail in "Management's Discussion and Analysis - Critical Accounting Policies" and the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December  31, 2017.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company's management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective.

During the most recently completed fiscal quarter, there was no change made in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

U.S. Bancorp 31
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U.S. Bancorp

Consolidated Balance Sheet

(Dollars in Millions) June 30,
2018
December 31,
2017
(Unaudited)

Assets

Cash and due from banks

$ 19,021 $ 19,505

Investment securities

Held-to-maturity (fair value $44,617 and $43,723, respectively)

46,055 44,362

Available-for-sale ($2,205 and $689 pledged as collateral, respectively) (a)

66,347 68,137

Loans held for sale (including $3,248 and $3,534 of mortgage loans carried at fair value, respectively)

3,256 3,554

Loans

Commercial

99,357 97,561

Commercial real estate

39,399 40,463

Residential mortgages

61,309 59,783

Credit card

21,566 22,180

Other retail

55,723 57,324

Total loans, excluding covered loans

277,354 277,311

Covered loans

2,823 3,121

Total loans

280,177 280,432

Less allowance for loan losses

(3,920 (3,925

Net loans

276,257 276,507

Premises and equipment

2,431 2,432

Goodwill

9,425 9,434

Other intangible assets

3,415 3,228

Other assets (including $684 and $238 of trading securities at fair value pledged as collateral, respectively) (a)

35,122 34,881

Total assets

$ 461,329 $ 462,040

Liabilities and Shareholders' Equity

Deposits

Noninterest-bearing

$ 82,215 $ 87,557

Interest-bearing (b)

257,865 259,658

Total deposits

340,080 347,215

Short-term borrowings

18,136 16,651

Long-term debt

37,172 32,259

Other liabilities

15,684 16,249

Total liabilities

411,072 412,374

Shareholders' equity

Preferred stock

5,419 5,419

Common stock, par value $0.01 a share - authorized: 4,000,000,000 shares; issued: 6/30/18 and 12/31/17 - 2,125,725,742 shares

21 21

Capital surplus

8,468 8,464

Retained earnings

56,742 54,142

Less cost of common stock in treasury: 6/30/18 - 489,643,411 shares; 12/31/17 - 470,080,231 shares

(18,707 (17,602

Accumulated other comprehensive income (loss)

(2,315 (1,404

Total U.S. Bancorp shareholders' equity

49,628 49,040

Noncontrolling interests

629 626

Total equity

50,257 49,666

Total liabilities and equity

$ 461,329 $ 462,040

(a) Includes only collateral pledged by the Company where counterparties have the right to sell or pledge the collateral.
(b) lncludes time deposits greater than $250,000 balances of $7.7 billion and $6.8 billion at June 30, 2018 and December 31, 2017, respectively.

See Notes to Consolidated Financial Statements.

32 U.S. Bancorp
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U.S. Bancorp

Consolidated Statement of Income

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

Three Months Ended
June 30
Six Months Ended
June 30
        2018 2017 2018 2017

Interest Income

Loans

$ 3,197 $ 2,889 $ 6,292 $ 5,679

Loans held for sale

39 29 72 64

Investment securities

653 555 1,266 1,085

Other interest income

59 46 109 84

Total interest income

3,948 3,519 7,739 6,912

Interest Expense

Deposits

427 238 772 437

Short-term borrowings

86 33 161 57

Long-term debt

238 199 441 389

Total interest expense

751 470 1,374 883

Net interest income

3,197 3,049 6,365 6,029

Provision for credit losses

327 350 668 695

Net interest income after provision for credit losses

2,870 2,699 5,697 5,334

Noninterest Income

Credit and debit card revenue

351 330 675 629

Corporate payment products revenue

158 140 312 277

Merchant processing services

387 381 750 735

ATM processing services

90 75 169 146

Trust and investment management fees

401 380 799 748

Deposit service charges

183 179 365 351

Treasury management fees

155 160 305 313

Commercial products revenue

234 243 454 490

Mortgage banking revenue

191 212 375 419

Investment products fees

47 44 93 86

Realized securities gains (losses), net

10 9 15 38

Other

207 195 374 375

Total noninterest income

2,414 2,348 4,686 4,607

Noninterest Expense

Compensation

1,542 1,416 3,065 2,807

Employee benefits

299 274 629 575

Net occupancy and equipment

262 255 527 502

Professional services

95 105 178 201

Marketing and business development

111 109 208 199

Technology and communications

242 223 477 440

Postage, printing and supplies

80 81 160 162

Other intangibles

40 43 79 87

Other

414 478 817 920

Total noninterest expense

3,085 2,984 6,140 5,893

Income before income taxes

2,199 2,063 4,243 4,048

Applicable income taxes

441 551 803 1,050

Net income

1,758 1,512 3,440 2,998

Net (income) loss attributable to noncontrolling interests

(8 (12 (15 (25

Net income attributable to U.S. Bancorp

$ 1,750 $ 1,500 $ 3,425 $ 2,973

Net income applicable to U.S. Bancorp common shareholders

$ 1,678 $ 1,430 $ 3,275 $ 2,817

Earnings per common share

$ 1.02 $ .85 $ 1.99 $ 1.67

Diluted earnings per common share

$ 1.02 $ .85 $ 1.98 $ 1.66

Dividends declared per common share

$ .30 $ .28 $ .60 $ .56

Average common shares outstanding

1,642 1,684 1,647 1,689

Average diluted common shares outstanding

1,646 1,690 1,651 1,695

See Notes to Consolidated Financial Statements.

U.S. Bancorp 33
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U.S. Bancorp

Consolidated Statement of Comprehensive Income

(Dollars in Millions)

(Unaudited)

Three Months Ended
June 30
Six Months Ended
June 30
        2018         2017         2018         2017

Net income

$ 1,758 $ 1,512 $ 3,440 $ 2,998

Other Comprehensive Income (Loss)

Changes in unrealized gains and losses on investment securities available-for-sale

(212 328 (988 455

Changes in unrealized gains and losses on derivative hedges

33 (37 119 (30

Foreign currency translation

(8 (1 5 9

Changes in unrealized gains and losses on retirement plans

2 (1

Reclassification to earnings of realized gains and losses

21 26 50 37

Income taxes related to other comprehensive income (loss)

42 (123 204 (182

Total other comprehensive income (loss)

(122 193 (611 289

Comprehensive income

1,636 1,705 2,829 3,287

Comprehensive (income) loss attributable to noncontrolling interests

(8 (12 (15 (25

Comprehensive income attributable to U.S. Bancorp

$ 1,628 $ 1,693 $ 2,814 $ 3,262

See Notes to Consolidated Financial Statements.

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U.S. Bancorp

Consolidated Statement of Shareholders' Equity

U.S. Bancorp Shareholders

(Dollars and Shares in Millions)

(Unaudited)

Common Shares
Outstanding
Preferred
Stock
Common
Stock
Capital
Surplus
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total
U.S. Bancorp
Shareholders'
Equity
Noncontrolling
Interests
Total
Equity

Balance December 31, 2016

1,697 $ 5,501 $ 21 $ 8,440 $ 50,151 $ (15,280 $ (1,535 $ 47,298 $ 635 $ 47,933

Net income (loss)

2,973 2,973 25 2,998

Other comprehensive income (loss)

289 289 289

Preferred stock dividends

(133 (133 (133

Common stock dividends

(948 (948 (948

Issuance of preferred stock

993 993 993

Redemption of preferred stock

(1,075 (10 (1,085 (1,085

Issuance of common and treasury stock

7 (111 238 127 127

Purchase of treasury stock

(25 (1,290 (1,290 (1,290

Distributions to noncontrolling interests

(34 (34

Net other changes in noncontrolling interests

3 3

Stock option and restricted stock grants

96 96 96

Balance June 30, 2017

1,679 $ 5,419 $ 21 $ 8,425 $ 52,033 $ (16,332 $ (1,246 $ 48,320 $ 629 $ 48,949

Balance December 31, 2017

1,656 $ 5,419 $ 21 $ 8,464 $ 54,142 $ (17,602 $ (1,404 $ 49,040 $ 626 $ 49,666

Change in accounting principles (a)

299 (300 (1 (1

Net income (loss)

3,425 3,425 15 3,440

Other comprehensive income (loss)

(611 (611 (611

Preferred stock dividends

(134 (134 (134

Common stock dividends

(990 (990 (990

Issuance of common and treasury stock

4 (113 161 48 48

Purchase of treasury stock

(24 (1,266 (1,266 (1,266

Distributions to noncontrolling interests

(15 (15

Net other changes in noncontrolling interests

3 3

Stock option and restricted stock grants

117 117 117

Balance June 30, 2018

1,636 $ 5,419 $ 21 $ 8,468 $ 56,742 $ (18,707 $ (2,315 $ 49,628 $ 629 $ 50,257

a) Includes the impact of the reduced federal statutory tax rate for corporations included in 2017 tax reform legislation, reclassified out of accumulated other comprehensive income and into retained earnings as of the beginning of the period.

See Notes to Consolidated Financial Statements.

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U.S. Bancorp

Consolidated Statement of Cash Flows

(Dollars in Millions)

(Unaudited)

Six Months Ended
June 30
        2018 2017

Operating Activities

Net income attributable to U.S. Bancorp

$ 3,425 $ 2,973

Adjustments to reconcile net income to net cash provided by operating activities

Provision for credit losses

668 695

Depreciation and amortization of premises and equipment

149 146

Amortization of intangibles

79 87

(Gain) loss on sale of loans held for sale

(200 (317

(Gain) loss on sale of securities and other assets

(203 (282

Loans originated for sale in the secondary market, net of repayments

(15,836 (16,337

Proceeds from sales of loans held for sale

16,141 17,707

Other, net

466 107

Net cash provided by operating activities

4,689 4,779

Investing Activities

Proceeds from sales of available-for-sale investment securities

1,158 2,718

Proceeds from maturities of held-to-maturity investment securities

3,274 4,094

Proceeds from maturities of available-for-sale investment securities

5,684 6,417

Purchases of held-to-maturity investment securities

(6,433 (4,784

Purchases of available-for-sale investment securities

(4,640 (9,883

Net increase in loans outstanding

(882 (4,122

Proceeds from sales of loans

2,347 851

Purchases of loans

(1,924 (1,537

Other, net

(753 (568

Net cash used in investing activities

(2,169 (6,814

Financing Activities

Net (decrease) increase in deposits

(7,135 12,672

Net increase in short-term borrowings

1,485 449

Proceeds from issuance of long-term debt

6,230 6,698

Principal payments or redemption of long-term debt

(1,233 (2,175

Proceeds from issuance of preferred stock

993

Proceeds from issuance of common stock

45 127

Repurchase of preferred stock

(1,085

Repurchase of common stock

(1,266 (1,282

Cash dividends paid on preferred stock

(134 (149

Cash dividends paid on common stock

(996 (954

Net cash (used in) provided by financing activities

(3,004 15,294

Change in cash and due from banks

(484 13,259

Cash and due from banks at beginning of period

19,505 15,705

Cash and due from banks at end of period

$ 19,021 $ 28,964

See Notes to Consolidated Financial Statements.

36 U.S. Bancorp
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Notes to Consolidated Financial Statements

(Unaudited)

Note 1    Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States. In the opinion of management of U.S. Bancorp (the "Company"), all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of results for the interim periods have been made. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Accounting policies for the lines of business are generally the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs, expenses and other financial elements to each line of business. Table 11 "Line of Business Financial Performance" included in Management's Discussion and Analysis provides details of segment results. This information is incorporated by reference into these Notes to Consolidated Financial Statements.

Note 2    Accounting Changes

Revenue Recognition Effective January 1, 2018, the Company adopted accounting guidance, issued by the Financial Accounting Standards Board ("FASB") in May 2014, clarifying the principles for recognizing revenue from certain contracts with customers. The guidance does not apply to revenue associated with financial instruments, such as loans and securities. The adoption of this guidance was not material to the Company's financial statements.

Financial Instruments-Hedge Accounting Effective January 1, 2018, the Company adopted accounting guidance, issued by the FASB in August 2017, related to hedge accounting. This guidance makes targeted changes to the hedge accounting model to simplify the application of hedge accounting and more closely align financial reporting to an entity's risk management activities. This guidance expands risk management strategies that qualify for hedge accounting, simplifies certain effectiveness assessment requirements, eliminates separate reporting of ineffectiveness and changes certain presentation and disclosure requirements for hedge accounting activities. Upon adoption, the Company elected to apply the guidance to existing fair value hedges. The Company also elected upon adoption to transfer $1.5 billion of its fixed rate residential agency mortgage-backed securities from the held-to-maturity to available-for-sale category. The adoption of this guidance was not material to the Company's financial statements.

Income Taxes Effective January 1, 2018, the Company adopted accounting guidance, issued by the FASB in February 2018, which allows entities to reclassify from accumulated other comprehensive income to retained earnings, the impact of the reduced federal statutory tax rate for corporations included in the Tax Cuts and Jobs Act ("tax reform") enacted by Congress in late 2017. Upon adoption, the Company increased retained earnings and reduced accumulated other comprehensive income by $300 million. After adoption, the income tax effect on items included in accumulated other comprehensive income is consistent with the related deferred tax balances, and the income tax effect will be released from accumulated other comprehensive income and the related deferred tax balances when the applicable tax differences reverse.

Accounting for Leases In February 2016, the FASB issued accounting guidance, effective for the Company on January 1, 2019, related to the accounting for leases. This guidance requires lessees to recognize all leases on the Consolidated Balance Sheet as lease assets and lease liabilities based primarily on the present value of future lease payments. Lessor accounting is largely unchanged. A modified retrospective approach is required at adoption which requires all prior periods presented in the financial statements to be restated, with a cumulative effect adjustment to retained earnings as of the beginning of the earliest period presented. This guidance also requires additional disclosures regarding leasing arrangements. The Company expects the adoption of this guidance will not be material to its financial statements.

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Financial Instruments-Credit Losses In June 2016, the FASB issued accounting guidance, effective for the Company no later than January 1, 2020, related to the impairment of financial instruments. This guidance changes existing impairment recognition to a model that is based on expected losses rather than incurred losses, which is intended to result in more timely recognition of credit losses. This guidance is also intended to reduce the complexity of current accounting guidance by decreasing the number of credit impairment models that entities use to account for debt instruments. A modified retrospective approach is required at adoption with a cumulative effect adjustment to retained earnings as of the adoption date. The guidance also requires additional credit quality disclosures for loans. The Company is currently evaluating the impact of this guidance on its financial statements, and expects its allowance for credit losses to increase upon adoption. The extent of this increase will continue to be evaluated and will depend on economic conditions and the composition of the Company's loan portfolio at the time of adoption.

Note 3    Investment Securities

The Company's held-to-maturity investment securities are carried at historical cost, adjusted for amortization of premiums and accretion of discounts and credit-related other-than-temporary impairment. The Company's available-for-sale investment securities are carried at fair value with unrealized net gains or losses reported within accumulated other comprehensive income (loss) in shareholders' equity.

The amortized cost, other-than-temporary impairment recorded in other comprehensive income (loss), gross unrealized holding gains and losses, and fair value of held-to-maturity and available-for-sale investment securities were as follows:

June 30, 2018 December 31, 2017
Unrealized Losses Unrealized Losses
(Dollars in Millions) Amortized
Cost
Unrealized
Gains
Other-than-
Temporary (a)
Other (b)

Fair

Value

Amortized
Cost
Unrealized
Gains
Other-than-
Temporary (a)
Other (b)

Fair

Value

Held-to-maturity

U.S. Treasury and agencies

$ 5,143 $ 1 $ $ (203 $ 4,941 $ 5,181 $ 5 $ $ (120 $ 5,066

Residential agency mortgage-backed securities

40,880 34 (1,277 39,637 39,150 48 (579 38,619

Asset-backed securities

Collateralized debt obligations/Collateralized loan obligations

4 4 4 4

Other

5 2 7 6 2 8

Obligations of state and political subdivisions

6 1 7 6 1 7

Obligations of foreign governments

9 9 7 7

Other

12 12 12 12

Total held-to-maturity

$ 46,055 $ 42 $ $ (1,480 $ 44,617 $ 44,362 $ 60 $ $ (699 $ 43,723

Available-for-sale

U.S. Treasury and agencies

$ 21,244 $ 2 $ $ (515 $ 20,731 $ 23,586 $ 3 $ $ (288 $ 23,301

Mortgage-backed securities

Residential agency

39,409 124 (1,113 38,420 38,450 152 (571 38,031

Commercial agency

6 6 6 6

Other asset-backed securities

405 6 411 413 6 419

Obligations of state and political subdivisions

6,866 49 (136 6,779 6,240 147 (29 6,358

Other

22 22

Total available-for-sale

$ 67,930 $ 181 $ $ (1,764 $ 66,347 $ 68,717 $ 308 $ $ (888 $ 68,137

(a) Represents impairment not related to credit for those investment securities that have been determined to be other-than-temporarily impaired.
(b) Represents unrealized losses on investment securities that have not been determined to be other-than-temporarily impaired.

The weighted-average maturity of the available-for-sale investment securities was 5.5 years at June 30, 2018, compared with 5.1 years at December 31, 2017. The corresponding weighted-average yields were 2.38 percent and 2.25 percent, respectively. The weighted-average maturity of the held-to-maturity investment securities was 5.3 years at June 30, 2018 and 4.7 years at December 31, 2017. The corresponding weighted-average yields were 2.32 percent and 2.14 percent, respectively.

For amortized cost, fair value and yield by maturity date of held-to-maturity and available-for-sale investment securities outstanding at June 30, 2018, refer to Table 4 included in Management's Discussion and Analysis, which is incorporated by reference into these Notes to Consolidated Financial Statements.

Investment securities with a fair value of $10.4 billion at June 30, 2018, and $12.8 billion at December 31, 2017, were pledged to secure public, private and trust deposits, repurchase agreements and for other purposes required by contractual obligation or law. Included in these amounts were securities where the Company and certain counterparties

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have agreements granting the counterparties the right to sell or pledge the securities. Investment securities securing these types of arrangements had a fair value of $2.2 billion at June 30, 2018, and $689 million at December 31, 2017.

The following table provides information about the amount of interest income from taxable and non-taxable investment securities:

Three Months Ended
June 30

Six Months Ended

June 30

(Dollars in Millions) 2018 2017 2018 2017

Taxable

$       597 $     507 $     1,158 $     990

Non-taxable

56 48 108 95

Total interest income from investment securities

$ 653 $ 555 $ 1,266 $ 1,085

The following table provides information about the amount of gross gains and losses realized through the sales of available-for-sale investment securities:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions) 2018 2017 2018 2017

Realized gains

$         10 $         9 $         15 $         56

Realized losses

(18

Net realized gains (losses)

$ 10 $ 9 $ 15 $ 38

Income tax (benefit) on net realized gains (losses)

$ 3 $ 4 $ 4 $ 15

The Company conducts a regular assessment of its investment securities with unrealized losses to determine whether investment securities are other-than-temporarily impaired considering, among other factors, the nature of the investment securities, the credit ratings or financial condition of the issuer, the extent and duration of the unrealized loss, expected cash flows of underlying collateral, the existence of any government or agency guarantees, market conditions and whether the Company intends to sell or it is more likely than not the Company will be required to sell the investment securities. The Company determines other-than-temporary impairment recorded in earnings for investment securities not intended to be sold by estimating the future cash flows of each individual investment security, using market information where available, and discounting the cash flows at the original effective rate of the investment security. Other-than-temporary impairment recorded in other comprehensive income (loss) is measured as the difference between that discounted amount and the fair value of each investment security. The total amount of other-than-temporary impairment recorded was immaterial for the three and six months ended June 30, 2018 and 2017.

At June 30, 2018, certain investment securities had a fair value below amortized cost. The following table shows the gross unrealized losses and fair value of the Company's investment securities with unrealized losses, aggregated by investment category and length of time the individual investment securities have been in continuous unrealized loss positions, at June 30, 2018:

Less Than 12 Months 12 Months or Greater Total
(Dollars in Millions)

Fair

Value

Unrealized
Losses
Fair Value Unrealized
Losses

Fair

Value

Unrealized
Losses

Held-to-maturity

U.S. Treasury and agencies

$ 2,250 $ (52 $ 2,541 $ (151 $ 4,791 $ (203

Residential agency mortgage-backed securities

21,722 (585 13,791 (692 35,513 (1,277

Other asset-backed securities

2 2

Other

11 11

Total held-to-maturity

$ 23,972 $ (637 $ 16,345 $ (843 $ 40,317 $ (1,480

Available-for-sale

U.S. Treasury and agencies

$ 12,332 $ (294 $ 8,199 $ (221 $ 20,531 $ (515

Residential agency mortgage-backed securities

13,044 (305 17,989 (808 31,033 (1,113

Commercial agency mortgage-backed securities

6 6

Obligations of state and political subdivisions

2,827 (48 1,245 (88 4,072 (136

Total available-for-sale

$ 28,209 $ (647 $ 27,433 $ (1,117 $ 55,642 $ (1,764

The Company does not consider these unrealized losses to be credit-related. These unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. A substantial portion of investment securities that have unrealized losses are either U.S. Treasury and agencies, agency mortgage-backed or state and political securities. In general, the issuers of the investment securities are contractually prohibited from prepayment at less than

U.S. Bancorp 39
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par, and the Company did not pay significant purchase premiums for these investment securities. At June 30, 2018, the Company had no plans to sell investment securities with unrealized losses, and believes it is more likely than not it would not be required to sell such investment securities before recovery of their amortized cost.

Note 4    Loans and Allowance for Credit Losses

The composition of the loan portfolio, disaggregated by class and underlying specific portfolio type, was as follows:

June 30, 2018 December 31, 2017
(Dollars in Millions) Amount Percent
of Total
Amount Percent
of Total

Commercial

Commercial

$ 93,786 33.5 $ 91,958 32.8

Lease financing

5,571 2.0 5,603 2.0

Total commercial

99,357 35.5 97,561 34.8

Commercial Real Estate

Commercial mortgages

28,187 10.0 29,367 10.5

Construction and development

11,212 4.0 11,096 4.0

Total commercial real estate

39,399 14.0 40,463 14.5

Residential Mortgages

Residential mortgages

48,682 17.4 46,685 16.6

Home equity loans, first liens

12,627 4.5 13,098 4.7

Total residential mortgages

61,309 21.9 59,783 21.3

Credit Card

21,566 7.7 22,180 7.9

Other Retail

Retail leasing

8,253 3.0 7,988 2.8

Home equity and second mortgages

16,083 5.7 16,327 5.8

Revolving credit

3,144 1.1 3,183 1.1

Installment

9,363 3.4 8,989 3.2

Automobile

18,567 6.6 18,934 6.8

Student (a)

313 .1 1,903 .7

Total other retail

55,723 19.9 57,324 20.4

Total loans, excluding covered loans

277,354 99.0 277,311 98.9

Covered Loans

2,823 1.0 3,121 1.1

Total loans

$ 280,177 100.0 $ 280,432 100.0

(a) During the first six months of 2018, the Company sold all of its federally guaranteed student loans.

The Company had loans of $90.0 billion at June 30, 2018, and $83.3 billion at December 31, 2017, pledged at the Federal Home Loan Bank, and loans of $68.7 billion at June 30, 2018, and $68.0 billion at December 31, 2017, pledged at the Federal Reserve Bank.

Originated loans are reported at the principal amount outstanding, net of unearned interest and deferred fees and costs, and any partial charge-offs recorded. Net unearned interest and deferred fees and costs amounted to $823 million at June 30, 2018 and $830 million at December 31, 2017. All purchased loans and related indemnification assets are recorded at fair value at the date of purchase. The Company evaluates purchased loans for impairment at the date of purchase in accordance with applicable authoritative accounting guidance. Purchased loans with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are considered "purchased impaired loans." All other purchased loans are considered "purchased nonimpaired loans."

Changes in the accretable balance for purchased impaired loans were as follows:

Three Months Ended

June 30

Six Months Ended

June 30

(Dollars in Millions) 2018 2017 2018 2017

Balance at beginning of period

$ 257 $ 637 $ 350 $ 698

Accretion

(90 (89 (181 (179

Disposals

(15 (28 (27 (51

Reclassifications from nonaccretable difference (a)

5 30 15 83

Other

(4 (5

Balance at end of period

$ 157 $ 546 $ 157 $ 546

(a) Primarily relates to changes in expected credit performance.

Allowance for Credit Losses The allowance for credit losses is established for probable and estimable losses incurred in the Company's loan and lease portfolio, including unfunded credit commitments, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with

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the Federal Deposit Insurance Corporation ("FDIC"). The allowance for credit losses is increased through provisions charged to earnings and reduced by net charge-offs. Management evaluates the adequacy of the allowance for incurred losses on a quarterly basis.

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. For each loan type, this historical loss experience is adjusted as necessary to consider any relevant changes in portfolio composition, lending policies, underwriting standards, risk management practices or economic conditions. The results of the analysis are evaluated quarterly to confirm the selected loss experience is appropriate for each commercial loan type. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price of the loan, or the fair value of the collateral, less selling costs, for collateral-dependent loans, rather than the migration analysis. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, delinquency status, bankruptcy experience, portfolio growth and historical losses, adjusted for current trends. The Company also considers the impacts of any loan modifications made to commercial lending segment loans and any subsequent payment defaults to its expectations of cash flows, principal balance, and current expectations about the borrower's ability to pay in determining the allowance for credit losses.

The allowance recorded for Troubled Debt Restructuring ("TDR") loans and purchased impaired loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool, or the prior quarter effective rate, respectively. The allowance for collateral-dependent loans in the consumer lending segment is determined based on the fair value of the collateral less costs to sell. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, delinquency status, refreshed loan-to-value ratios when possible, portfolio growth and historical losses, adjusted for current trends. The Company also considers any modifications made to consumer lending segment loans including the impacts of any subsequent payment defaults since modification in determining the allowance for credit losses, such as the borrower's ability to pay under the restructured terms, and the timing and amount of payments.

The allowance for the covered loan segment is evaluated each quarter in a manner similar to that described for non-covered loans and reflects decreases in expected cash flows of those loans after the acquisition date. The provision for credit losses for covered loans considers the indemnification provided by the FDIC.

In addition, subsequent payment defaults on loan modifications considered TDRs are considered in the underlying factors used in the determination of the appropriateness of the allowance for credit losses. For each loan segment, the Company estimates future loan charge-offs through a variety of analysis, trends and underlying assumptions. With respect to the commercial lending segment, TDRs may be collectively evaluated for impairment where observed performance history, including defaults, is a primary driver of the loss allocation. For commercial TDRs individually evaluated for impairment, attributes of the borrower are the primary factors in determining the allowance for credit losses. However, historical loss experience is also incorporated into the allowance methodology applied to this category of loans. With respect to the consumer lending segment, performance of the portfolio, including defaults on TDRs, is considered when estimating future cash flows.

The Company's methodology for determining the appropriate allowance for credit losses for each loan segment also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards and other relevant business practices; results of internal review; and the regulatory environment. The consideration of these items results in adjustments to allowance amounts included in the Company's allowance for credit losses for each of the above loan segments.

The Company also assesses the credit risk associated with off-balance sheet loan commitments, letters of credit, and derivatives. Credit risk associated with derivatives is reflected in the fair values recorded for those positions. The liability for off-balance sheet credit exposure related to loan commitments and other credit guarantees is included in other liabilities. Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments.

U.S. Bancorp 41
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Activity in the allowance for credit losses by portfolio class was as follows:

Three Months Ended June 30

(Dollars in Millions)

Commercial

Commercial

Real Estate

Residential

Mortgages

Credit
Card
Other
Retail

Total Loans,

Excluding

Covered Loans

Covered
Loans
Total
Loans

2018

Balance at beginning of period

$ 1,386 $ 826 $ 443 $ 1,064 $ 672 $ 4,391 $ 26 $ 4,417

Add

Provision for credit losses

63 (14 (3 228 55 329 (2 327

Deduct

Loans charged-off

83 2 12 248 92 437 437

Less recoveries of loans charged-off

(25 (2 (8 (38 (32 (105 (105

Net loans charged-off

58 4 210 60 332 332

Other changes (a)

(1 (1

Balance at end of period

$ 1,391 $ 812 $ 436 $ 1,082 $ 667 $ 4,388 $ 23 $ 4,411

2017

Balance at beginning of period

$ 1,429 $ 842 $ 485 $ 955 $ 622 $ 4,333 $ 33 $ 4,366

Add

Provision for credit losses

44 5 (22 239 85 351 (1 350

Deduct

Loans charged-off

104 2 16 227 88 437 437

Less recoveries of loans charged-off

(26 (11 (8 (23 (29 (97 (97

Net loans charged-off

78 (9 8 204 59 340 340

Other changes (a)

1 1

Balance at end of period

$ 1,395 $ 856 $ 455 $ 990 $ 648 $ 4,344 $ 33 $ 4,377

(a) Includes net changes in credit losses to be reimbursed by the FDIC and reductions in the allowance for covered loans where the reversal of a previously recorded allowance was offset by an associated decrease in the indemnification asset, and the impact of any loan sales.

Six Months Ended June 30

(Dollars in Millions)

Commercial Commercial
Real Estate
Residential
Mortgages
Credit
Card
Other
Retail
Total Loans,
Excluding
Covered Loans
Covered
Loans
Total
Loans

2018

Balance at beginning of period

$ 1,372 $ 831 $ 449 $ 1,056 $ 678 $ 4,386 $ 31 $ 4,417

Add

Provision for credit losses

137 (22 (2 447 115 675 (7 668

Deduct

Loans charged-off

177 5 25 496 187 890 890

Less recoveries of loans charged-off

(59 (8 (14 (75 (61 (217 (217

Net loans charged-off

118 (3 11 421 126 673 673

Other changes (a)

(1 (1

Balance at end of period

$ 1,391 $ 812 $ 436 $ 1,082 $ 667 $ 4,388 $ 23 $ 4,411

2017

Balance at beginning of period

$ 1,450 $ 812 $ 510 $ 934 $ 617 $ 4,323 $ 34 $ 4,357

Add

Provision for credit losses

98 33 (35 450 150 696 (1 695

Deduct

Loans charged-off

200 5 33 439 177 854 854

Less recoveries of loans charged-off

(47 (16 (13 (45 (58 (179 (179

Net loans charged-off

153 (11 20 394 119 675 675

Other changes (a)

Balance at end of period

$ 1,395 $ 856 $ 455 $ 990 $ 648 $ 4,344 $ 33 $ 4,377

(a) Includes net changes in credit losses to be reimbursed by the FDIC and reductions in the allowance for covered loans where the reversal of a previously recorded allowance was offset by an associated decrease in the indemnification asset, and the impact of any loan sales.

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Additional detail of the allowance for credit losses by portfolio class was as follows:

(Dollars in Millions) Commercial

Commercial

Real Estate

Residential

Mortgages

Credit

Card

Other

Retail

Total Loans,

Excluding

Covered Loans

Covered

Loans

Total

Loans

Allowance Balance at June 30, 2018 Related to

Loans individually evaluated for impairment (a)

$ 19 $ 3 $ $ $ $ 22 $ $ 22

TDRs collectively evaluated for impairment

14 3 136 61 16 230 1 231

Other loans collectively evaluated for impairment

1,358 803 300 1,021 651 4,133 4,133

Loans acquired with deteriorated credit quality

3 3 22 25

Total allowance for credit losses

$ 1,391 $ 812 $ 436 $ 1,082 $ 667 $ 4,388 $ 23 $ 4,411

Allowance Balance at December 31, 2017 Related to

Loans individually evaluated for impairment (a)

$ 23 $ 4 $ $ $ $ 27 $ $ 27

TDRs collectively evaluated for impairment

14 4 139 60 19 236 1 237

Other loans collectively evaluated for impairment

1,335 818 310 996 659 4,118 4,118

Loans acquired with deteriorated credit quality

5 5 30 35

Total allowance for credit losses

$ 1,372 $ 831 $ 449 $ 1,056 $ 678 $ 4,386 $ 31 $ 4,417

(a) Represents the allowance for credit losses related to loans greater than $5 million classified as nonperforming or TDRs.

Additional detail of loan balances by portfolio class was as follows:

(Dollars in Millions) Commercial Commercial
Real Estate
Residential
Mortgages
Credit
Card
Other
Retail
Total Loans,
Excluding
Covered Loans
Covered
Loans (b)
Total
Loans

June 30, 2018

Loans individually evaluated for impairment (a)

$ 272 $ 53 $ $ $ $ 325 $ $ 325

TDRs collectively evaluated for impairment

158 135 3,377 233 184 4,087 34 4,121

Other loans collectively evaluated for impairment

98,927 39,175 57,931 21,333 55,539 272,905 876 273,781

Loans acquired with deteriorated credit quality

36 1 37 1,913 1,950

Total loans

$ 99,357 $ 39,399 $ 61,309 $ 21,566 $ 55,723 $ 277,354 $ 2,823 $ 280,177

December 31, 2017

Loans individually evaluated for impairment (a)

$ 337 $ 71 $ $ $ $ 408 $ $ 408

TDRs collectively evaluated for impairment

148 145 3,524 230 186 4,233 36 4,269

Other loans collectively evaluated for impairment

97,076 40,174 56,258 21,950 57,138 272,596 1,073 273,669

Loans acquired with deteriorated credit quality

73 1 74 2,012 2,086

Total loans

$ 97,561 $ 40,463 $ 59,783 $ 22,180 $ 57,324 $ 277,311 $ 3,121 $ 280,432

(a) Represents loans greater than $5 million classified as nonperforming or TDRs.
(b) Includes expected reimbursements from the FDIC under loss sharing agreements.

Credit Quality The credit quality of the Company's loan portfolios is assessed as a function of net credit losses, levels of nonperforming assets and delinquencies, and credit quality ratings as defined by the Company.

For all loan classes, loans are considered past due based on the number of days delinquent except for monthly amortizing loans which are classified delinquent based upon the number of contractually required payments not made (for example, two missed payments is considered 30 days delinquent). When a loan is placed on nonaccrual status, unpaid accrued interest is reversed, reducing interest income in the current period.

Commercial lending segment loans are generally placed on nonaccrual status when the collection of principal and interest has become 90 days past due or is otherwise considered doubtful. Commercial lending segment loans are generally fully or partially charged down to the fair value of the collateral securing the loan, less costs to sell, when the loan is placed on nonaccrual.

Consumer lending segment loans are generally charged-off at a specific number of days or payments past due. Residential mortgages and other retail loans secured by 1-4 family properties are generally charged down to the fair value of the collateral securing the loan, less costs to sell, at 180 days past due. Residential mortgage loans and lines in a first lien position are placed on nonaccrual status in instances where a partial charge-off occurs unless the loan is well secured and in the process of collection. Residential mortgage loans and lines in a junior lien position secured by 1-4 family properties are placed on nonaccrual status at 120 days past due or when they are behind a first lien that has become 180 days or greater past due or placed on nonaccrual status. Any secured consumer lending segment loan whose borrower has had debt discharged through bankruptcy, for which the loan amount exceeds the fair value of the collateral, is charged down to the fair value of the related collateral and the remaining balance is placed on nonaccrual status. Credit card loans continue to accrue interest until the account is charged-off. Credit cards are charged-off at 180 days past due. Other retail loans not secured by 1-4 family properties are charged-off at 120 days past due; and revolving consumer lines are charged-off at 180 days past due. Similar to credit cards, other retail loans are generally not placed on nonaccrual status because of the relatively short period of time to charge-off. Certain retail customers

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having financial difficulties may have the terms of their credit card and other loan agreements modified to require only principal payments and, as such, are reported as nonaccrual.

For all loan classes, interest payments received on nonaccrual loans are generally recorded as a reduction to a loan's carrying amount while a loan is on nonaccrual and are recognized as interest income upon payoff of the loan. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible. In certain circumstances, loans in any class may be restored to accrual status, such as when a loan has demonstrated sustained repayment performance or no amounts are past due and prospects for future payment are no longer in doubt; or when the loan becomes well secured and is in the process of collection. Loans where there has been a partial charge-off may be returned to accrual status if all principal and interest (including amounts previously charged-off) is expected to be collected and the loan is current.

Covered loans not considered to be purchased impaired are evaluated for delinquency, nonaccrual status and charge-off consistent with the class of loan they would be included in had the loss share coverage not been in place. Generally, purchased impaired loans are considered accruing loans. However, the timing and amount of future cash flows for some loans is not reasonably estimable, and those loans are classified as nonaccrual loans with interest income not recognized until the timing and amount of the future cash flows can be reasonably estimated.

The following table provides a summary of loans by portfolio class, including the delinquency status of those that continue to accrue interest, and those that are nonperforming:

Accruing
(Dollars in Millions) Current

30-89 Days

Past Due

90 Days or

More Past Due

Nonperforming Total

June 30, 2018

Commercial

$ 98,847 $ 228 $ 58 $ 224 $ 99,357

Commercial real estate

39,250 42 3 104 39,399

Residential mortgages (a)

60,636 160 113 400 61,309

Credit card

21,054 263 249 21,566

Other retail

55,134 320 91 178 55,723

Total loans, excluding covered loans

274,921 1,013 514 906 277,354

Covered loans

2,644 47 126 6 2,823

Total loans

$ 277,565 $ 1,060 $ 640 $ 912 $ 280,177

December 31, 2017

Commercial

$ 97,005 $ 250 $ 57 $ 249 $ 97,561

Commercial real estate

40,279 36 6 142 40,463

Residential mortgages (a)

59,013 198 130 442 59,783

Credit card

21,593 302 284 1 22,180

Other retail

56,685 376 95 168 57,324

Total loans, excluding covered loans

274,575 1,162 572 1,002 277,311

Covered loans

2,917 50 148 6 3,121

Total loans

$ 277,492 $ 1,212 $ 720 $ 1,008 $ 280,432

(a) At June 30, 2018, $371 million of loans 30–89 days past due and $1.8 billion of loans 90 days or more past due purchased from Government National Mortgage Association ("GNMA") mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs, were classified as current, compared with $385 million and $1.9 billion at December 31, 2017, respectively.

At June 30, 2018, the amount of foreclosed residential real estate held by the Company, and included in other real estate owned ("OREO"), was $123 million ($103 million excluding covered assets), compared with $156 million ($135 million excluding covered assets) at December 31, 2017. These amounts exclude $237 million and $267 million at June 30, 2018 and December 31, 2017, respectively, of foreclosed residential real estate related to mortgage loans whose payments are primarily insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs. In addition, the amount of residential mortgage loans secured by residential real estate in the process of foreclosure at June 30, 2018 and December 31, 2017, was $1.6 billion and $1.7 billion, respectively, of which $1.3 billion at both June 30, 2018 and December 31, 2017, related to loans purchased from Government National Mortgage Association ("GNMA") mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs.

The Company classifies its loan portfolios using internal credit quality ratings on a quarterly basis. These ratings include pass, special mention and classified, and are an important part of the Company's overall credit risk management process and evaluation of the allowance for credit losses. Loans with a pass rating represent those loans not classified on the Company's rating scale for problem credits, as minimal credit risk has been identified. Special mention loans are those loans that have a potential weakness deserving management's close attention. Classified loans

44 U.S. Bancorp
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are those loans where a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. It is possible that others, given the same information, may reach different reasonable conclusions regarding the credit quality rating classification of specific loans.

The following table provides a summary of loans by portfolio class and the Company's internal credit quality rating:

Criticized
(Dollars in Millions) Pass Special
Mention
Classified (a) Total
Criticized
Total

June 30, 2018

Commercial

$ 97,207 $ 1,216 $ 934 $ 2,150 $ 99,357

Commercial real estate

38,192 543 664 1,207 39,399

Residential mortgages (b)

60,738 14 557 571 61,309

Credit card

21,317 249 249 21,566

Other retail

55,409 9 305 314 55,723

Total loans, excluding covered loans

272,863 1,782 2,709 4,491 277,354

Covered loans

2,780 43 43 2,823

Total loans

$ 275,643 $ 1,782 $ 2,752 $ 4,534 $ 280,177

Total outstanding commitments

$ 591,015 $ 2,462 $ 3,449 $ 5,911 $ 596,926

December 31, 2017

Commercial

$ 95,297 $ 1,130 $ 1,134 $ 2,264 $ 97,561

Commercial real estate

39,162 648 653 1,301 40,463

Residential mortgages (b)

59,141 16 626 642 59,783

Credit card

21,895 285 285 22,180

Other retail

57,009 6 309 315 57,324

Total loans, excluding covered loans

272,504 1,800 3,007 4,807 277,311

Covered loans

3,072 49 49 3,121

Total loans

$ 275,576 $ 1,800 $ 3,056 $ 4,856 $ 280,432

Total outstanding commitments

$ 584,072 $ 3,142 $ 3,987 $ 7,129 $ 591,201

(a) Classified rating on consumer loans primarily based on delinquency status.
(b) At June 30, 2018, $1.8 billion of GNMA loans 90 days or more past due and $1.7 billion of restructured GNMA loans whose repayments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs were classified with a pass rating, compared with $1.9 billion and $1.7 billion at December 31, 2017, respectively.

For all loan classes, a loan is considered to be impaired when, based on current events or information, it is probable the Company will be unable to collect all amounts due per the contractual terms of the loan agreement. Impaired loans include all nonaccrual and TDR loans. For all loan classes, interest income on TDR loans is recognized under the modified terms and conditions if the borrower has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. Interest income is generally not recognized on other impaired loans until the loan is paid off. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible.

Factors used by the Company in determining whether all principal and interest payments due on commercial and commercial real estate loans will be collected and, therefore, whether those loans are impaired include, but are not limited to, the financial condition of the borrower, collateral and/or guarantees on the loan, and the borrower's estimated future ability to pay based on industry, geographic location and certain financial ratios. The evaluation of impairment on residential mortgages, credit card loans and other retail loans is primarily driven by delinquency status of individual loans or whether a loan has been modified, and considers any government guarantee where applicable. Individual covered loans, whose future losses are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company, are evaluated for impairment and accounted for in a manner consistent with the class of loan they would have been included in had the loss sharing coverage not been in place.

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A summary of impaired loans, which include all nonaccrual and TDR loans, by portfolio class was as follows:

(Dollars in Millions) Period-end
Recorded
Investment (a)
Unpaid
Principal
Balance
Valuation
Allowance

Commitments

to Lend

Additional

Funds

June 30, 2018

Commercial

$ 488 $ 860 $ 34 $ 170

Commercial real estate

230 481 8

Residential mortgages

1,811 2,031 99 1

Credit card

233 233 61

Other retail

308 387 19 5

Total loans, excluding GNMA and covered loans

3,070 3,992 221 176

Loans purchased from GNMA mortgage pools

1,665 1,665 38

Covered loans

36 40 1

Total

$ 4,771 $ 5,697 $ 260 $ 176

December 31, 2017

Commercial

$ 550 $ 915 $ 44 $ 199

Commercial real estate

280 596 11

Residential mortgages

1,946 2,339 116 1

Credit card

230 230 60

Other retail

302 400 22 4

Total loans, excluding GNMA and covered loans

3,308 4,480 253 204

Loans purchased from GNMA mortgage pools

1,681 1,681 25

Covered loans

38 44 1

Total

$ 5,027 $ 6,205 $ 279 $ 204

(a) Substantially all loans classified as impaired at June 30, 2018 and December 31, 2017, had an associated allowance for credit losses.

Additional information on impaired loans follows:

2018 2017
(Dollars in Millions) Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized

Three Months Ended June 30

Commercial

$ 514 $ 1 $ 720 $ 1

Commercial real estate

242 2 272 3

Residential mortgages

1,846 19 2,182 28

Credit card

234 1 229 1

Other retail

303 4 279 3

Total loans, excluding GNMA and covered loans

3,139 27 3,682 36

Loans purchased from GNMA mortgage pools

1,616 12 1,746 19

Covered loans

37 1 38

Total

$ 4,792 $ 40 $ 5,466 $ 55

Six Months Ended June 30

Commercial

$ 530 $ 2 $ 769 $ 2

Commercial real estate

255 4 275 5

Residential mortgages

1,880 39 2,211 57

Credit card

233 2 227 2

Other retail

301 8 279 7

Total loans, excluding GNMA and covered loans

3,199 55 3,761 73

Loans purchased from GNMA mortgage pools

1,620 24 1,696 37

Covered loans

37 1 37

Total

$ 4,856 $ 80 $ 5,494 $ 110

Troubled Debt Restructurings In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in payments to be received. The Company recognizes interest on TDRs if the borrower complies with the revised terms and conditions as agreed upon with the Company and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles, which is generally six months or greater. To the extent a previous restructuring was insignificant, the Company considers the cumulative effect of past restructurings related to the receivable when determining whether a current restructuring is a TDR. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

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The following table provides a summary of loans modified as TDRs during the periods presented by portfolio class:

2018 2017
(Dollars in Millions) Number
of Loans
Pre-Modification
Outstanding
Loan Balance
Post-Modification
Outstanding
Loan Balance

Number

of Loans

Pre-Modification
Outstanding
Loan Balance
Post-Modification
Outstanding
Loan Balance

Three Months Ended June 30

Commercial

724 $ 132 $ 126 671 $ 62 $ 40

Commercial real estate

30 15 14 41 29 31

Residential mortgages

105 20 20 144 17 16

Credit card

7,461 37 38 8,146 40 40

Other retail

535 17 17 639 15 14

Total loans, excluding GNMA and covered loans

8,855 221 215 9,641 163 141

Loans purchased from GNMA mortgage pools

2,248 298 295 1,043 141 137

Covered loans

3 1 1

Total loans

11,103 $ 519 $ 510 10,687 $ 305 $ 279

Six Months Ended June 30

Commercial

1,347 $ 213 $ 201 1,501 $ 199 $ 168

Commercial real estate

59 31 30 64 38 39

Residential mortgages

253 37 36 500 57 57

Credit card

16,007 80 81 17,551 85 86

Other retail

1,094 28 27 1,261 26 23

Total loans, excluding GNMA and covered loans

18,760 389 375 20,877 405 373

Loans purchased from GNMA mortgage pools

3,136 415 408 3,972 528 515

Covered loans

7 2 2

Total loans

21,896 $ 804 $ 783 24,856 $ 935 $ 890

Residential mortgages, home equity and second mortgages, and loans purchased from GNMA mortgage pools in the table above include trial period arrangements offered to customers during the periods presented. The post-modification balances for these loans reflect the current outstanding balance until a permanent modification is made. In addition, the post-modification balances typically include capitalization of unpaid accrued interest and/or fees under the various modification programs. For those loans modified as TDRs during the second quarter of 2018, at June 30, 2018, 44 residential mortgages, 22 home equity and second mortgage loans and 1,582 loans purchased from GNMA mortgage pools with outstanding balances of $13 million, $8 million and $208 million, respectively, were in a trial period and have estimated post-modification balances of $13 million, $7 million and $212 million, respectively, assuming permanent modification occurs at the end of the trial period.

The Company has implemented certain restructuring programs that may result in TDRs. However, many of the Company's TDRs are also determined on a case-by-case basis in connection with ongoing loan collection processes.

For the commercial lending segment, modifications generally result in the Company working with borrowers on a case-by-case basis. Commercial and commercial real estate modifications generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate, which may not be deemed a market interest rate. In addition, the Company may work with the borrower in identifying other changes that mitigate loss to the Company, which may include additional collateral or guarantees to support the loan. To a lesser extent, the Company may waive contractual principal. The Company classifies all of the above concessions as TDRs to the extent the Company determines that the borrower is experiencing financial difficulty.

Modifications for the consumer lending segment are generally part of programs the Company has initiated. The Company modifies residential mortgage loans under Federal Housing Administration, United States Department of Veterans Affairs, or its own internal programs. Under these programs, the Company offers qualifying homeowners the opportunity to permanently modify their loan and achieve more affordable monthly payments by providing loan concessions. These concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extension of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement, and the loan documents are not modified until that time. The Company reports loans in a trial period arrangement as TDRs and continues to report them as TDRs after the trial period.

Credit card and other retail loan TDRs are generally part of distinct restructuring programs providing customers experiencing financial difficulty with modifications whereby balances may be amortized up to 60 months, and generally include waiver of fees and reduced interest rates.

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In addition, the Company considers secured loans to consumer borrowers that have debt discharged through bankruptcy where the borrower has not reaffirmed the debt to be TDRs.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for accounting and disclosure purposes if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with the modification on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under loss sharing agreements with the FDIC.

The following table provides a summary of TDR loans that defaulted (fully or partially charged-off or became 90 days or more past due) during the periods presented that were modified as TDRs within 12 months previous to default:

2018 2017
(Dollars in Millions)

Number

of Loans

Amount
Defaulted

Number

of Loans

Amount
Defaulted

Three Months Ended June 30

Commercial

177 $ 3 182 $ 16

Commercial real estate

8 2 10 1

Residential mortgages

58 7 95 10

Credit card

1,933 8 1,984 8

Other retail

70 1 102 1

Total loans, excluding GNMA and covered loans

2,246 21 2,373 36

Loans purchased from GNMA mortgage pools

517 67 139 19

Covered loans

1

Total loans

2,763 $ 88 2,513 $ 55

Six Months Ended June 30

Commercial

416 $ 12 355 $ 24

Commercial real estate

16 6 18 3

Residential mortgages

114 11 167 19

Credit card

3,969 17 4,031 17

Other retail

147 2 231 3

Total loans, excluding GNMA and covered loans

4,662 48 4,802 66

Loans purchased from GNMA mortgage pools

749 98 357 49

Covered loans

1 1

Total loans

5,412 $ 146 5,160 $ 115

In addition to the defaults in the table above, the Company had a total of 201 and 476 residential mortgage loans, home equity and second mortgage loans and loans purchased from GNMA mortgage pools for the three months and six months ended June 30, 2018, respectively, where borrowers did not successfully complete the trial period arrangement and, therefore, are no longer eligible for a permanent modification under the applicable modification program. These loans had aggregate outstanding balances of $23 million and $46 million for the three months and six months ended June 30, 2018, respectively.

Covered Assets Covered assets represent loans and other assets acquired from the FDIC, subject to loss sharing agreements, and include expected reimbursements from the FDIC. The carrying amount of the covered assets consisted of purchased impaired loans, purchased nonimpaired loans and other assets as shown in the following table:

June 30, 2018 December 31, 2017
(Dollars in Millions) Purchased
Impaired
Loans
Purchased
Nonimpaired
Loans
Other Total Purchased
Impaired
Loans
Purchased
Nonimpaired
Loans
Other Total

Residential mortgage loans

$ 1,913 $ 353 $ $ 2,266 $ 2,012 $ 400 $ $ 2,412

Other retail loans

110 110 151 151

Losses reimbursable by the FDIC (a)

331 331 320 320

Unamortized changes in FDIC asset (b)

116 116 238 238

Covered loans

1,913 463 447 2,823 2,012 551 558 3,121

Foreclosed real estate

20 20 21 21

Total covered assets

$ 1,913 $ 463 $ 467 $ 2,843 $ 2,012 $ 551 $ 579 $ 3,142

(a) Relates to loss sharing agreements with remaining terms up through the fourth quarter of 2019.
(b) Represents decreases in expected reimbursements by the FDIC as a result of decreases in expected losses on the covered loans. These amounts are amortized as a reduction in interest income on covered loans over the shorter of the expected life of the respective covered loans or the remaining contractual term of the indemnification agreements.

Interest income is recognized on purchased impaired loans through accretion of the difference between the carrying amount of those loans and their expected cash flows. The initial determination of the fair value of the purchased loans

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includes the impact of expected credit losses and, therefore, no allowance for credit losses is recorded at the purchase date. To the extent credit deterioration occurs after the date of acquisition, the Company records an allowance for credit losses.

 Note 5    Accounting for Transfers and Servicing of Financial Assets and Variable Interest Entities

The Company transfers financial assets in the normal course of business. The majority of the Company's financial asset transfers are residential mortgage loan sales primarily to government-sponsored enterprises ("GSEs"), transfers of tax-advantaged investments, commercial loan sales through participation agreements, and other individual or portfolio loan and securities sales. In accordance with the accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. Guarantees provided to certain third parties in connection with the transfer of assets are further discussed in Note 15.

For loans sold under participation agreements, the Company also considers whether the terms of the loan participation agreement meet the accounting definition of a participating interest. With the exception of servicing and certain performance-based guarantees, the Company's continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses. Any gain or loss on sale depends on the previous carrying amount of the transferred financial assets, the consideration received, and any liabilities incurred in exchange for the transferred assets. Upon transfer, any servicing assets and other interests that continue to be held by the Company are initially recognized at fair value. For further information on mortgage servicing rights ("MSRs"), refer to Note 6. On a limited basis, the Company may acquire and package high-grade corporate bonds for select corporate customers, in which the Company generally has no continuing involvement with these transactions. Additionally, the Company is an authorized GNMA issuer and issues GNMA securities on a regular basis. The Company has no other asset securitizations or similar asset-backed financing arrangements that are off-balance sheet.

The Company also provides financial support primarily through the use of waivers of trust and investment management fees associated with various unconsolidated registered money market funds it manages. The Company provided $6 million and $5 million of support to the funds during the three months ended June 30, 2018 and 2017, respectively, and $12 million and $11 million during the six months ended June 30, 2018 and 2017, respectively.

The Company is involved in various entities that are considered to be variable interest entities ("VIEs"). The Company's investments in VIEs are primarily related to investments promoting affordable housing, community development and renewable energy sources. Some of these tax-advantaged investments support the Company's regulatory compliance with the Community Reinvestment Act. The Company's investments in these entities generate a return primarily through the realization of federal and state income tax credits, and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits are recognized as a reduction of tax expense or, for investments qualifying as investment tax credits, as a reduction to the related investment asset. The Company recognized federal and state income tax credits related to its affordable housing and other tax-advantaged investments in tax expense of $170 million and $161 million for the three months ended June 30, 2018 and 2017, respectively, and $336 million and $322 million for the six months ended June 30, 2018 and 2017, respectively. The Company also recognized $141 million and $223 million of investment tax credits for the three months ended June 30, 2018 and 2017, respectively, and $278 million and $482 million for the six months ended June 30, 2018 and 2017, respectively. The Company recognized $155 million and $156 million of expenses related to all of these investments for the three months ended June 30, 2018 and 2017, respectively, of which $68 million and $63 million, respectively, were included in tax expense and the remaining amounts were included in noninterest expense. The Company recognized $301 million of expenses related to all of these investments for both the six months ended June 30, 2018 and 2017, of which $135 million and $126 million, respectively, were included in tax expense and the remaining amounts were included in noninterest expense.

The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary. In such cases, the Company does not have both the power to direct the entities' most significant activities and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs.

The Company's investments in these unconsolidated VIEs are carried in other assets on the Consolidated Balance Sheet. The Company's unfunded capital and other commitments related to these unconsolidated VIEs are generally carried in other liabilities on the Consolidated Balance Sheet. The Company's maximum exposure to loss from these unconsolidated VIEs include the investment recorded on the Company's Consolidated Balance Sheet, net of unfunded

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capital commitments, and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. While the Company believes potential losses from these investments are remote, the maximum exposure was determined by assuming a scenario where the community-based business and housing projects completely fail and do not meet certain government compliance requirements resulting in recapture of the related tax credits.

The following table provides a summary of investments in community development and tax-advantaged VIEs that the Company has not consolidated:

(Dollars in Millions)

June 30,

2018

December 31,

2017

Investment carrying amount

$ 5,838 $ 5,660

Unfunded capital and other commitments

2,777 2,770

Maximum exposure to loss

12,392 12,120

The Company also has noncontrolling financial investments in private investment funds and partnerships considered to be VIEs, which are not consolidated. The Company's recorded investment in these entities, carried in other assets on the Consolidated Balance Sheet, was approximately $31 million at June 30, 2018 and $30 million at December 31, 2017. The maximum exposure to loss related to these VIEs was $56 million at June 30, 2018 and $51 million at December 31, 2017, representing the Company's investment balance and its unfunded commitments to invest additional amounts.

The Company's individual net investments in unconsolidated VIEs, which exclude any unfunded capital commitments, ranged from less than $1 million to $47 million at June 30, 2018, compared with less than $1 million to $56 million at December 31, 2017.

The Company is required to consolidate VIEs in which it has concluded it has a controlling financial interest. The Company sponsors entities to which it transfers its interests in tax-advantaged investments to third parties. At June 30, 2018, approximately $3.5 billion of the Company's assets and $2.6 billion of its liabilities included on the Consolidated Balance Sheet were related to community development and tax-advantaged investment VIEs which the Company has consolidated, primarily related to these transfers. These amounts compared to $3.5 billion and $2.5 billion, respectively, at December 31, 2017. The majority of the assets of these consolidated VIEs are reported in other assets, and the liabilities are reported in long-term debt and other liabilities. The assets of a particular VIE are the primary source of funds to settle its obligations. The creditors of the VIEs do not have recourse to the general credit of the Company. The Company's exposure to the consolidated VIEs is generally limited to the carrying value of its variable interests plus any related tax credits previously recognized or transferred to others with a guarantee.

The Company also sponsors a conduit to which it previously transferred high-grade investment securities. The Company consolidates the conduit because of its ability to manage the activities of the conduit. At June 30, 2018 and December 31, 2017, $18 million of the held-to-maturity investment securities on the Company's Consolidated Balance Sheet were related to the conduit.

In addition, the Company sponsors a municipal bond securities tender option bond program. The Company controls the activities of the program's entities, is entitled to the residual returns and provides liquidity and remarketing arrangements to the program. As a result, the Company has consolidated the program's entities. At June 30, 2018, $2.4 billion of available-for-sale investment securities and $2.3 billion of short-term borrowings on the Consolidated Balance Sheet were related to the tender option bond program, compared with $2.5 billion of available-for-sale investment securities and $2.3 billion of short-term borrowings at December 31, 2017.

 Note 6    Mortgage Servicing Rights

The Company capitalizes MSRs as separate assets when loans are sold and servicing is retained. MSRs may also be purchased from others. The Company carries MSRs at fair value, with changes in the fair value recorded in earnings during the period in which they occur. The Company serviced $234.8 billion of residential mortgage loans for others at June 30, 2018, and $234.7 billion at December 31, 2017, including subserviced mortgages with no corresponding MSR asset. The net impact included in mortgage banking revenue of fair value changes of MSRs due to changes in valuation assumptions and derivatives used to economically hedge MSRs were net gains of $24 million and $5 million for the three months ended June 30, 2018 and 2017, respectively, and $43 million and $17 million for the six months ended June 30, 2018 and 2017, respectively. Loan servicing and ancillary fees, not including valuation changes, included in mortgage banking revenue were $185 million and $186 million for the three months ended June 30, 2018

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and 2017, respectively, and $375 million and $378 million for the six months ended June 30, 2018 and 2017, respectively.

Changes in fair value of capitalized MSRs are summarized as follows:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions)         2018         2017     2018     2017

Balance at beginning of period

$ 2,780 $ 2,642 $ 2,645 $ 2,591

Rights purchased

2 4 4 6

Rights capitalized

97 82 197 204

Changes in fair value of MSRs

Due to fluctuations in market interest rates (a)

38 (50 152 (30

Due to revised assumptions or models (b)

26 5 50 17

Other changes in fair value (c)

(99 (101 (204 (206

Balance at end of period

$ 2,844 $ 2,582 $ 2,844 $ 2,582

(a) Includes changes in MSR value associated with changes in market interest rates, including estimated prepayment rates and anticipated earnings on escrow deposits.
(b) Includes changes in MSR value not caused by changes in market interest rates, such as changes in cost to service, ancillary income and option adjusted spread, as well as the impact of any model changes.
(c) Primarily represents changes due to realization of expected cash flows over time (decay).

The estimated sensitivity to changes in interest rates of the fair value of the MSR portfolio and the related derivative instruments was as follows:

June 30, 2018 December 31, 2017
(Dollars in Millions) Down
100 bps
Down
50 bps
Down
25 bps
Up
25 bps
Up
50 bps
Up
100 bps
Down
100 bps
Down
50 bps
Down
25 bps
Up
25 bps
Up
50 bps
Up
100 bps

MSR portfolio

$ (469 $ (207 $ (97 $ 84 $ 154 $ 263 $ (520 $ (231 $ (109 $ 95 $ 177 $ 302

Derivative instrument hedges

422 197 94 (85 (160 (290 453 216 105 (96 (184 (336

Net sensitivity

$ (47 $ (10 $ (3 $ (1 $ (6 $ (27 $ (67 $ (15 $ (4 $ (1 $ (7 $ (34

The fair value of MSRs and their sensitivity to changes in interest rates is influenced by the mix of the servicing portfolio and characteristics of each segment of the portfolio. The Company's servicing portfolio consists of the distinct portfolios of government-insured mortgages, conventional mortgages and Housing Finance Agency ("HFA") mortgages. The servicing portfolios are predominantly comprised of fixed-rate agency loans with limited adjustable-rate or jumbo mortgage loans. The HFA servicing portfolio is comprised of loans originated under state and local housing authority program guidelines which assist purchases by first-time or low- to moderate-income homebuyers through a favorable rate subsidy, down payment and/or closing cost assistance on government- and conventional-insured mortgages.

A summary of the Company's MSRs and related characteristics by portfolio was as follows:

June 30, 2018 December 31, 2017
(Dollars in Millions) HFA Government Conventional (c) Total HFA Government Conventional (c) Total

Servicing portfolio (a)

$ 42,398 $ 36,543 $ 153,805 $ 232,746 $ 40,737 $ 36,756 $ 155,353 $ 232,846

Fair value

$ 510 $ 468 $ 1,866 $ 2,844 $ 450 $ 428 $ 1,767 $ 2,645

Value (bps) (b)

120 128 121 122 110 116 114 114

Weighted-average servicing fees (bps)

34 35 27 29 35 34 27 29

Multiple (value/servicing fees)

3.49 3.68 4.54 4.15 3.17 3.38 4.24 3.86

Weighted-average note rate

4.49 3.94 4.03 4.10 4.43 3.92 4.02 4.08

Weighted-average age (in years)

3.2 4.4 4.3 4.1 3.0 4.3 4.2 4.0

Weighted-average expected prepayment (constant prepayment rate)

9.3 10.5 8.7 9.1 9.8 11.6 9.7 10.0

Weighted-average expected life (in years)

8.0 6.9 7.3 7.4 7.7 6.5 6.9 7.0

Weighted-average option adjusted spread (d)

8.8 8.4 7.3 7.8 9.9 9.2 7.2 8.0

(a) Represents principal balance of mortgages having corresponding MSR asset.
(b) Calculated as fair value divided by the servicing portfolio.
(c) Represents loans sold primarily to GSEs.
(d) Option adjusted spread is the incremental spread added to the risk-free rate to reflect optionality and other risk inherent in the MSRs.

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Note 7    Preferred Stock

At June 30, 2018 and December 31, 2017, the Company had authority to issue 50 million shares of preferred stock. The number of shares issued and outstanding and the carrying amount of each outstanding series of the Company's preferred stock were as follows:

June 30, 2018 December 31, 2017
(Dollars in Millions) Shares
Issued and
Outstanding
Liquidation
Preference
Discount Carrying
Amount
Shares
Issued and
Outstanding
Liquidation
Preference
Discount Carrying
Amount

Series A

12,510 $ 1,251 $ 145 $ 1,106 12,510 $ 1,251 $ 145 $ 1,106

Series B

40,000 1,000 1,000 40,000 1,000 1,000

Series F

44,000 1,100 12 1,088 44,000 1,100 12 1,088

Series H

20,000 500 13 487 20,000 500 13 487

Series I

30,000 750 5 745 30,000 750 5 745

Series J

40,000 1,000 7 993 40,000 1,000 7 993

Total preferred stock (a)

186,510 $ 5,601 $ 182 $ 5,419 186,510 $ 5,601 $ 182 $ 5,419

(a) The par value of all shares issued and outstanding at June 30, 2018 and December 31, 2017, was $1.00 per share.

Note 8    Accumulated Other Comprehensive Income (Loss)

Shareholders' equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss). The reconciliation of the transactions affecting accumulated other comprehensive income (loss) included in shareholders' equity is as follows:

Three Months Ended June 30

(Dollars in Millions)

Unrealized Gains
(Losses) on
Investment
Securities
Available-For-
Sale
Unrealized Gains
(Losses) on
Investment
Securities
Transferred From
Available-For-Sale
to Held-To-
Maturity
Unrealized Gains
(Losses) on
Derivative Hedges
Unrealized Gains
(Losses) on
Retirement Plans
Foreign
Currency
Translation
Total

2018

Balance at beginning of period

$ (1,017 $ 19 $ 152 $ (1,271 $ (76 $ (2,193

Changes in unrealized gains and losses

(212 33 2 (177

Foreign currency translation adjustment (a)

(8 (8

Reclassification to earnings of realized gains and losses

(10 (2 (2 35 21

Applicable income taxes

56 (7 (10 3 42

Balance at end of period

$ (1,183 $ 17 $ 176 $ (1,244 $ (81 $ (2,315

2017

Balance at beginning of period

$ (371 $ 23 $ 68 $ (1,095 $ (64 $ (1,439

Changes in unrealized gains and losses

328 (37 291

Foreign currency translation adjustment (a)

(1 (1

Reclassification to earnings of realized gains and losses

(9 (4 10 29 26

Applicable income taxes

(122 2 10 (11 (2 (123

Balance at end of period

$ (174 $ 21 $ 51 $ (1,077 $ (67 $ (1,246

(a) Represents the impact of changes in foreign currency exchange rates on the Company's investment in foreign operations and related hedges.

52 U.S. Bancorp
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Six Months Ended June 30

(Dollars in Millions)

Unrealized Gains
(Losses) on
Investment
Securities
Available-For-
Sale
Unrealized Gains
(Losses) on
Investment
Securities
Transferred From
Available-For-Sale
to Held-To-
Maturity
Unrealized Gains
(Losses) on
Derivative Hedges
Unrealized Gains
(Losses) on
Retirement Plans
Foreign
Currency
Translation
Total

2018

Balance at beginning of period

$ (357 $ 17 $ 71 $ (1,066 $ (69 $ (1,404

Revaluation of tax related balances (a)

(77 4 15 (229 (13 (300

Changes in unrealized gains and losses

(988 119 (1 (870

Foreign currency translation adjustment (b)

5 5

Reclassification to earnings of realized gains and losses

(15 (5 1 69 50

Applicable income taxes

254 1 (30 (17 (4 204

Balance at end of period

$ (1,183 $ 17 $ 176 $ (1,244 $ (81 $ (2,315

2017

Balance at beginning of period

$ (431 $ 25 $ 55 $ (1,113 $ (71 $ (1,535

Changes in unrealized gains and losses

455 (30 425

Foreign currency translation adjustment (b)

9 9

Reclassification to earnings of realized gains and losses

(38 (7 24 58 37

Applicable income taxes

(160 3 2 (22 (5 (182

Balance at end of period

$ (174 $ 21 $ 51 $ (1,077 $ (67 $ (1,246

(a) Represents the impact of the reduced federal statutory tax rate for corporations included in 2017 tax reform legislation, reclassified out of accumulated other comprehensive income and into retained earnings as of the beginning of the period.
(b) Represents the impact of changes in foreign currency exchange rates on the Company's investment in foreign operations and related hedges.

Additional detail about the impact to net income for items reclassified out of accumulated other comprehensive income (loss) and into earnings is as follows:

Impact to Net Income Affected Line Item in the
Consolidated Statement of Income
Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions)     2018         2017         2018         2017

Unrealized gains (losses) on investment securities available-for-sale

Realized gains (losses) on sale of investment securities

$ 10 $ 9 $ 15 $ 38 Total securities gains (losses), net
(3 (3 (4 (14 Applicable income taxes
7 6 11 24 Net-of-tax

Unrealized gains (losses) on investment securities transferred from available-for-sale to held-to-maturity

Amortization of unrealized gains

2 4 5 7 Interest income
(2 (1 (3 Applicable income taxes
2 2 4 4 Net-of-tax

Unrealized gains (losses) on derivative hedges

Realized gains (losses) on derivative hedges

2 (10 (1 (24 Interest expense
(1 4 9 Applicable income taxes
1 (6 (1 (15 Net-of-tax

Unrealized gains (losses) on retirement plans

Actuarial gains (losses) and prior service cost (credit) amortization

(35 (29 (69 (58 Employee benefits expense
10 11 18 22 Applicable income taxes
(25 (18 (51 (36 Net-of-tax

Total impact to net income

$ (15 $ (16 $ (37 $ (23

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Note 9    Earnings Per Share

The components of earnings per share were:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars and Shares in Millions, Except Per Share Data)     2018     2017     2018     2017

Net income attributable to U.S. Bancorp

$ 1,750 $ 1,500 $ 3,425 $ 2,973

Preferred dividends

(64 (64 (134 (133

Impact of preferred stock redemption (a)

(10

Earnings allocated to participating stock awards

(8 (6 (16 (13

Net income applicable to U.S. Bancorp common shareholders

$ 1,678 $ 1,430 $ 3,275 $ 2,817

Average common shares outstanding

1,642 1,684 1,647 1,689

Net effect of the exercise and assumed purchase of stock awards

4 6 4 6

Average diluted common shares outstanding

1,646 1,690 1,651 1,695

Earnings per common share

$ 1.02 $ .85 $ 1.99 $ 1.67

Diluted earnings per common share

$ 1.02 $ .85 $ 1.98 $ 1.66

(a) Represents stock issuance costs originally recorded in preferred stock upon the issuance of the Company's Series G Preferred Stock that were reclassified to retained earnings on the date the Company announced its intent to redeem the outstanding shares.

Options outstanding at June 30, 2018, to purchase 1 million common shares for the three months and six months ended June 30, 2018, and outstanding at June 30, 2017, to purchase 1 million common shares for the three months and six months ended June 30, 2017, were not included in the computation of diluted earnings per share because they were antidilutive.

 Note 10    Employee Benefits

The components of net periodic benefit cost for the Company's retirement plans were:

Three Months Ended June 30 Six Months Ended June 30
Pension Plans Postretirement
Welfare Plan
Pension Plans Postretirement
Welfare Plan
(Dollars in Millions)     2018     2017     2018     2017     2018     2017     2018     2017

Service cost

$ 52 $ 46 $ $ $ 104 $ 93 $ $

Interest cost

56 55 1 112 110 1 2

Expected return on plan assets

(94 (71 (1 (189 (142 (2 (1

Prior service cost (credit) amortization

(1 (1 (1 (2

Actuarial loss (gain) amortization

36 32 (1 (2 73 64 (3 (3

Net periodic benefit cost (a)

$ 50 $ 62 $ (2 $ (2 $ 100 $ 124 $ (5 $ (4

(a) Service cost is included in employee benefits expense on the Consolidated Statement of Income. All other components are included in other noninterest expense on the Consolidated Statement of Income.

 Note 11    Income Taxes

The components of income tax expense were:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions)         2018     2017     2018     2017

Federal

Current

$ 312 $ 493 $ 546 $ 1,024

Deferred

17 (37 36 (157

Federal income tax

329 456 582 867

State

Current

62 81 154 146

Deferred

50 14 67 37

State income tax

112 95 221 183

Total income tax provision

$ 441 $ 551 $ 803 $ 1,050

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A reconciliation of expected income tax expense at the federal statutory rate of 21 percent for 2018 and 35 percent for 2017 to the Company's applicable income tax expense follows:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions)         2018     2017     2018     2017

Tax at statutory rate

$ 462 $ 722 $ 891 $ 1,417

State income tax, at statutory rates, net of federal tax benefit

96 67 185 130

Tax effect of

Tax credits and benefits, net of related expenses

(132 (197 (247 (390

Exam resolutions

(49

Tax-exempt income

(33 (51 (65 (100

Noncontrolling interests

(2 (4 (3 (9

Other items

50 14 91 2

Applicable income taxes

$ 441 $ 551 $ 803 $ 1,050

The Company's income tax returns are subject to review and examination by federal, state, local and foreign government authorities. On an ongoing basis, numerous federal, state, local and foreign examinations are in progress and cover multiple tax years. As of June 30, 2018, the federal taxing authority has completed its examination of the Company through the fiscal year ended December 31, 2010. The years open to examination by foreign, state and local government authorities vary by jurisdiction.

The Company's net deferred tax asset was $691 million at June 30, 2018 and $473 million at December 31, 2017.

 Note  12    Derivative Instruments

In the ordinary course of business, the Company enters into derivative transactions to manage various risks and to accommodate the business requirements of its customers. The Company recognizes all derivatives on the Consolidated Balance Sheet at fair value in other assets or in other liabilities. On the date the Company enters into a derivative contract, the derivative is designated as either a fair value hedge, cash flow hedge, net investment hedge, or a designation is not made as it is a customer-related transaction, an economic hedge for asset/liability risk management purposes or another stand-alone derivative created through the Company's operations ("free-standing derivative"). When a derivative is designated as a fair value, cash flow or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s).

Fair Value Hedges These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying fixed-rate debt. Changes in the fair value of derivatives designated as fair value hedges, and changes in the fair value of the hedged items, are recorded in earnings. There were no fair value hedges at June 30, 2018.

Cash Flow Hedges These derivatives are interest rate swaps the Company uses to hedge the forecasted cash flows from its underlying variable-rate debt. Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within other comprehensive income (loss). At June 30, 2018, the Company had $176 million (net-of-tax) of realized and unrealized gains on derivatives classified as cash flow hedges recorded in other comprehensive income (loss), compared with $71 million (net-of-tax) of realized and unrealized gains at December 31, 2017. The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the remainder of 2018 and the next 12 months are gains of $35 million (net-of-tax) and $69 million (net-of-tax), respectively. This amount includes gains and losses related to hedges that were terminated early for which the forecasted transactions are still probable. All cash flow hedges were highly effective for the three and six months ended June 30, 2018.

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Net Investment Hedges  The Company uses forward commitments to sell specified amounts of certain foreign currencies, and non-derivative debt instruments, to hedge the volatility of its net investment in foreign operations driven by fluctuations in foreign currency exchange rates. The carrying amount of non-derivative debt instruments designated as net investment hedges was $1.2 billion at June 30, 2018 and December 31, 2017.

Other Derivative Positions  The Company enters into free-standing derivatives to mitigate interest rate risk and for other risk management purposes. These derivatives include forward commitments to sell to-be-announced securities ("TBAs") and other commitments to sell residential mortgage loans, which are used to economically hedge the interest rate risk related to residential mortgage loans held for sale ("MLHFS") and unfunded mortgage loan commitments. The Company also enters into interest rate swaps, swaptions, forward commitments to buy TBAs, U.S. Treasury and Eurodollar futures and options on U.S. Treasury futures to economically hedge the change in the fair value of the Company's MSRs. The Company also enters into foreign currency forwards to economically hedge remeasurement gains and losses the Company recognizes on foreign currency denominated assets and liabilities. In addition, the Company acts as a seller and buyer of interest rate derivatives and foreign exchange contracts for its customers. The Company mitigates the market and liquidity risk associated with these customer derivatives by entering into similar offsetting positions with broker-dealers, or on a portfolio basis by entering into other derivative or non-derivative financial instruments that partially or fully offset the exposure from these customer-related positions. The Company's customer derivatives and related hedges are monitored and reviewed by the Company's Market Risk Committee, which establishes policies for market risk management, including exposure limits for each portfolio. The Company also has derivative contracts that are created through its operations, including certain unfunded mortgage loan commitments and swap agreements related to the sale of a portion of its Class B common shares of Visa Inc. Refer to Note 14 for further information on these swap agreements.

For additional information on the Company's purpose for entering into derivative transactions and its overall risk management strategies, refer to "Management Discussion and Analysis - Use of Derivatives to Manage Interest Rate and Other Risks", which is incorporated by reference into these Notes to Consolidated Financial Statements.

56 U.S. Bancorp
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The following table summarizes the asset and liability management derivative positions of the Company:

Asset Derivatives Liability Derivatives
(Dollars in Millions) Notional
Value
Fair
Value
Weighted-
Average
Remaining
Maturity
In Years
Notional
Value
Fair
Value
Weighted-
Average
Remaining
Maturity
In Years

June 30, 2018

Cash flow hedges

Interest rate contracts

Pay fixed/receive floating swaps

$ 8,872 $ 14 3.28 $ 1,720 $ 2.35

Net investment hedges

Foreign exchange forward contracts

298 4 .05

Other economic hedges

Interest rate contracts

Futures and forwards

Buy

2,363 12 .09 602 2 .10

Sell

13,904 9 1.10 5,718 23 .03

Options

Purchased

6,255 85 8.18

Written

1,060 25 .09 8 .12

Receive fixed/pay floating swaps

2,822 12.76 4,911 9.07

Pay fixed/receive floating swaps

4,530 7.37 430 11.30

Foreign exchange forward contracts

579 8 .05 141 1 .05

Equity contracts

- 143 4 .84

Credit contracts

1,820 2.83 4,265 1 3.46

Other (a)

147 1 .01 1,420 120 1.80

Total

$ 42,650 $ 158 $ 19,358 $ 151

December 31, 2017

Fair value hedges

Interest rate contracts

Receive fixed/pay floating swaps

$ 1,000 $ 28 6.70 $ 3,600 $ 16 1.55

Cash flow hedges

Interest rate contracts

Pay fixed/receive floating swaps

3,772 5 6.73

Net investment hedges

Foreign exchange forward contracts

- 373 8 .05

Other economic hedges

Interest rate contracts

Futures and forwards

Buy

1,632 7 .10 1,326 2 .04

Sell

15,291 10 .89 4,511 10 .03

Options

Purchased

4,985 65 7.57

Written

1,285 21 .10 5 .05

Receive fixed/pay floating swaps

2,019 5 16.49 5,469 8.43

Pay fixed/receive floating swaps

4,844 21 7.69 46 1 6.70

Foreign exchange forward contracts

147 1 .02 669 8 .04

Equity contracts

45 1.10 88 1 .58

Credit contracts

1,559 3.41 3,779 1 3.16

Other (a)

1,164 125 2.50

Total

$ 36,579 $ 163 $ 21,030 $ 172

(a) Includes derivative liability swap agreements related to the sale of a portion of the Company's Class B common shares of Visa Inc. The Visa swap agreements had a total notional value, fair value and weighted average remaining maturity of $1.3 billion, $119 million and 2.01 years at June 30, 2018, respectively, compared to $1.2 billion, $125 million and 2.50 years at December 31, 2017, respectively. In addition, includes short-term underwriting purchase and sale commitments with total asset and liability notional values of $147 million at June 30, 2018.

U.S. Bancorp 57
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The following table summarizes the customer-related derivative positions of the Company:

Asset Derivatives Liability Derivatives
(Dollars in Millions) Notional
Value
Fair
Value
Weighted-
Average
Remaining
Maturity
In Years
Notional
Value
Fair
Value
Weighted-
Average
Remaining
Maturity
In Years

June 30, 2018

Interest rate contracts

Receive fixed/pay floating swaps

$ 24,816 $ 470 5.93 $ 76,059 $ 733 4.55

Pay fixed/receive floating swaps

72,131 464 4.50 24,623 353 6.11

Options

Purchased

37,827 65 1.63 1,360 9 3.03

Written

1,360 11 3.03 34,942 61 1.47

Futures

Buy

40 1.72

Sell

7,588 10 .98 800 .22

Foreign exchange rate contracts

Forwards, spots and swaps

24,755 621 .88 24,056 601 .91

Options

Purchased

5,132 85 .76

Written

5,132 85 .76

Total

$ 173,649 $ 1,726 $ 166,972 $ 1,842

December 31, 2017

Interest rate contracts

Receive fixed/pay floating swaps

$ 28,681 $ 679 5.71 $ 59,990 $ 840 4.27

Pay fixed/receive floating swaps

63,038 860 4.20 25,093 602 5.76

Options

Purchased

29,091 22 1.61 880 14 4.24

Written

880 15 4.24 27,056 20 1.50

Futures

Sell

7,007 4 1.21

Foreign exchange rate contracts

Forwards, spots and swaps

24,099 656 .81 23,440 636 .83

Options

Purchased

4,026 83 1.20

Written

4,026 83 1.20

Total

$ 156,822 $ 2,319 $ 140,485 $ 2,195

The table below shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses) reclassified from other comprehensive income (loss) into earnings (net-of-tax):

Three Months Ended June 30 Six Months Ended June 30
Gains (Losses)
Recognized in
Other
Comprehensive
Income

(Loss)

Gains (Losses)
Reclassified from
Other
Comprehensive
Income

(Loss) into Earnings

Gains (Losses)
Recognized in
Other
Comprehensive
Income

(Loss)

Gains (Losses)
Reclassified from
Other
Comprehensive
Income

(Loss) into Earnings

(Dollars in Millions) 2018 2017 2018 2017 2018 2017 2018 2017

Asset and Liability Management Positions

Cash flow hedges

Interest rate contracts

$ 25 $ (23 $ 1 $ (6 $ 89 $ (19 $ (1 $ (15

Net investment hedges

Foreign exchange forward contracts

12 (41 28 (48

Non-derivative debt instruments

50 (11 16 (11

Note:

The Company does not exclude components from effectiveness testing for cash flow and net investment hedges.

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The table below shows the effect of fair value and cash flow hedge accounting on the Consolidated Statement of Income:

Three Months Ended June 30 Six Months Ended June 30
Other Noninterest
Income
Interest Expense Other Noninterest
Income
Interest Expense
(Dollars in Millions) 2018 2017 2018 2017 2018 2017 2018 2017

Total amount of income and expense line items presented in the Consolidated Statement of Income in which the effects of fair value or cash flow hedges are recorded

$ 207 $ 195 $ 751 $ 470 $ 374 $ 375 $ 1,374 $ 883

Asset and Liability Management Positions

Fair value hedges

Interest rate contract derivatives

14 48 4 5

Hedged items

(14 (48 (4 (5

Cash Flow hedges

Interest rate contract derivatives

(2 10 1 24

Note: The Company does not exclude components from effectiveness testing for fair value and cash flow hedges. The Company did not reclassify gains or losses into earnings as a result of the discontinuance of cash flow hedges during the three and six months ended June 30, 2018 and 2017.

The table below shows cumulative hedging adjustments and the carrying amount of assets (liabilities) designated in fair value hedges:

Carrying Amount of the Hedged Assets
(Liabilities)
Cumulative Hedging Adjustment (a)
(Dollars in Millions) June 30, 2018 December 31, 2017 June 30, 2018 December 31, 2017

Line Item in the Consolidated Balance Sheet

Long-term Debt

$ $ 4,584 $ (45 $ (8

(a) The cumulative hedging adjustment at June 30, 2018 relates to discontinued hedging relationships. The Company did not have any hedging adjustments for discontinued fair value hedges at December 31, 2017.

The table below shows the gains (losses) recognized in earnings for other economic hedges and the customer-related positions:

Three Months
Ended June 30
Six Months
Ended June 30
(Dollars in Millions)

Location of Gains (Losses)

Recognized in Earnings

2018 2017 2018 2017

Asset and Liability Management Positions

Other economic hedges

Interest rate contracts

Futures and forwards

Mortgage banking revenue $ 15 $ (1 73 $ 5

Purchased and written options

Mortgage banking revenue 56 77 98 117

Receive fixed/pay floating swaps

Mortgage banking revenue (61 117 (140 148

Pay fixed/receive floating swaps

Mortgage banking revenue 15 (71 (16 (111

Foreign exchange forward contracts

Other noninterest income 15 (30 27 (37

Equity contracts

Compensation expense (1 (1

Credit contracts

Other noninterest income 2 2 1

Other

Other noninterest income 1 (1 1 (1

Customer-Related Positions

Interest rate contracts

Receive fixed/pay floating swaps

Commercial products revenue (351 (323 (1,515 (573

Pay fixed/receive floating swaps

Commercial products revenue 365 333 1,532 602

Purchased and written options

Commercial products revenue 2 (2 2 (8

Futures

Commercial products revenue 3 11 (2

Foreign exchange rate contracts

Forwards, spots and swaps

Commercial products revenue 22 24 45 46

Purchased and written options

Commercial products revenue 1

Derivatives are subject to credit risk associated with counterparties to the derivative contracts. The Company measures that credit risk using a credit valuation adjustment and includes it within the fair value of the derivative. The Company manages counterparty credit risk through diversification of its derivative positions among various counterparties, by entering into derivative positions that are centrally cleared through clearinghouses, by entering into master netting arrangements and, where possible, by requiring collateral arrangements. A master netting arrangement allows two counterparties, who have multiple derivative contracts with each other, the ability to net settle amounts under all contracts, including any related collateral, through a single payment and in a single currency. Collateral arrangements generally require the counterparty to deliver collateral (typically cash or U.S. Treasury and agency

U.S. Bancorp 59
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securities) equal to the Company's net derivative receivable, subject to minimum transfer and credit rating requirements.

The Company's collateral arrangements are predominately bilateral and, therefore, contain provisions that require collateralization of the Company's net liability derivative positions. Required collateral coverage is based on net liability thresholds and may be contingent upon the Company's credit rating from two of the nationally recognized statistical rating organizations. If the Company's credit rating were to fall below credit ratings thresholds established in the collateral arrangements, the counterparties to the derivatives could request immediate additional collateral coverage up to and including full collateral coverage for derivatives in a net liability position. The aggregate fair value of all derivatives under collateral arrangements that were in a net liability position at June 30, 2018, was $431 million. At June 30, 2018, the Company had $345 million of cash posted as collateral against this net liability position.

Note 13 Netting Arrangements for Certain Financial Instruments and Securities Financing Activities

The Company's derivative portfolio consists of bilateral over-the-counter trades, certain interest rate derivatives and credit contracts required to be centrally cleared through clearinghouses per current regulations, and exchange-traded positions which may include U.S. Treasury and Eurodollar futures or options on U.S. Treasury futures. Of the Company's $402.6 billion total notional amount of derivative positions at June 30, 2018, $214.1 billion related to bilateral over-the-counter trades, $167.7 billion related to those centrally cleared through clearinghouses and $20.8 billion related to those that were exchange-traded. The Company's derivative contracts typically include offsetting rights (referred to as netting arrangements), and depending on expected volume, credit risk, and counterparty preference, collateral maintenance may be required. For all derivatives under collateral support arrangements, fair value is determined daily and, depending on the collateral maintenance requirements, the Company and a counterparty may receive or deliver collateral, based upon the net fair value of all derivative positions between the Company and the counterparty. Collateral is typically cash, but securities may be allowed under collateral arrangements with certain counterparties. Receivables and payables related to cash collateral are included in other assets and other liabilities on the Consolidated Balance Sheet, along with the related derivative asset and liability fair values. Any securities pledged to counterparties as collateral remain on the Consolidated Balance Sheet. Securities received from counterparties as collateral are not recognized on the Consolidated Balance Sheet, unless the counterparty defaults. In general, securities used as collateral can be sold, repledged or otherwise used by the party in possession. No restrictions exist on the use of cash collateral by either party. Refer to Note 12 for further discussion of the Company's derivatives, including collateral arrangements.

As part of the Company's treasury and broker-dealer operations, the Company executes transactions that are treated as securities sold under agreements to repurchase or securities purchased under agreements to resell, both of which are accounted for as collateralized financings. Securities sold under agreements to repurchase include repurchase agreements and securities loaned transactions. Securities purchased under agreements to resell include reverse repurchase agreements and securities borrowed transactions. For securities sold under agreements to repurchase, the Company records a liability for the cash received, which is included in short-term borrowings on the Consolidated Balance Sheet. For securities purchased under agreements to resell, the Company records a receivable for the cash paid, which is included in other assets on the Consolidated Balance Sheet.

Securities transferred to counterparties under repurchase agreements and securities loaned transactions continue to be recognized on the Consolidated Balance Sheet, are measured at fair value, and are included in investment securities or other assets. Securities received from counterparties under reverse repurchase agreements and securities borrowed transactions are not recognized on the Consolidated Balance Sheet unless the counterparty defaults. The securities transferred under repurchase and reverse repurchase transactions typically are U.S. Treasury and agency securities, residential agency mortgage-backed securities or corporate debt securities. The securities loaned or borrowed typically are corporate debt securities traded by the Company's broker-dealer subsidiary. In general, the securities transferred can be sold, repledged or otherwise used by the party in possession. No restrictions exist on the use of cash collateral by either party. Repurchase/reverse repurchase and securities loaned/borrowed transactions expose the Company to counterparty risk. The Company manages this risk by performing assessments, independent of business line managers, and establishing concentration limits on each counterparty. Additionally, these transactions include collateral arrangements that require the fair values of the underlying securities to be determined daily, resulting in cash being obtained or refunded to counterparties to maintain specified collateral levels.

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The following table summarizes the maturities by category of collateral pledged for repurchase agreements and securities loaned transactions:

(Dollars in Millions) Overnight and
Continuous
Less Than
30 Days
30-89
Days
Greater Than
90 Days
Total

June 30, 2018

Repurchase agreements

U.S. Treasury and agencies

$ 157 $ $ $ $ 157

Residential agency mortgage-backed securities

316 282 984 507 2,089

Corporate debt securities

250 73 323

Total repurchase agreements

723 282 1,057 507 2,569

Securities loaned

Corporate debt securities

202 202

Total securities loaned

202 202

Gross amount of recognized liabilities

$ 925 $ 282 $ 1,057 $ 507 $ 2,771

December 31, 2017

Repurchase agreements

U.S. Treasury and agencies

$ 25 $ $ $ $ 25

Residential agency mortgage-backed securities

644 30 674

Corporate debt securities

104 104

Total repurchase agreements

773 30 803

Securities loaned

Corporate debt securities

111 111

Total securities loaned

111 111

Gross amount of recognized liabilities

$ 884 $ 30 $ $ $ 914

The Company executes its derivative, repurchase/reverse repurchase and securities loaned/borrowed transactions under the respective industry standard agreements. These agreements include master netting arrangements that allow for multiple contracts executed with the same counterparty to be viewed as a single arrangement. This allows for net settlement of a single amount on a daily basis. In the event of default, the master netting arrangement provides for close-out netting, which allows all of these positions with the defaulting counterparty to be terminated and net settled with a single payment amount.

The Company has elected to offset the assets and liabilities under netting arrangements for the balance sheet presentation of the majority of its derivative counterparties. The netting occurs at the counterparty level, and includes all assets and liabilities related to the derivative contracts, including those associated with cash collateral received or delivered. The Company has not elected to offset the assets and liabilities under netting arrangements for the balance sheet presentation of repurchase/reverse repurchase and securities loaned/borrowed transactions.

The following tables provide information on the Company's netting adjustments, and items not offset on the Consolidated Balance Sheet but available for offset in the event of default:

Gross
Recognized
Assets

Gross Amounts

Offset on the
Consolidated
Balance Sheet (a)

Net Amounts

Presented on the
Consolidated
Balance Sheet
Gross Amounts Not Offset on the
Consolidated Balance Sheet
(Dollars in Millions) Financial
Instruments (b)

Collateral

Received (c)

Net Amount

June 30, 2018

Derivative assets (d)

$ 1,851 $ (881 $ 970 $ (84 $ (1 $ 885

Reverse repurchase agreements

196 196 (109 (87

Securities borrowed

1,170 1,170 (1,133 37

Total

$ 3,217 $ (881 $ 2,336 $ (193 $ (1,221 $ 922

December 31, 2017

Derivative assets (d)

$ 1,759 $ (652 $ 1,107 $ (110 $ (5 $ 992

Reverse repurchase agreements

24 24 (24

Securities borrowed

923 923 (896 27

Total

$ 2,706 $ (652 $ 2,054 $ (134 $ (901 $ 1,019

(a) Includes $243 million and $50 million of cash collateral related payables that were netted against derivative assets at June 30, 2018 and December 31, 2017, respectively.
(b) For derivative assets this includes any derivative liability fair values that could be offset in the event of counterparty default; for reverse repurchase agreements this includes any repurchase agreement payables that could be offset in the event of counterparty default; for securities borrowed this includes any securities loaned payables that could be offset in the event of counterparty default.
(c) Includes the fair value of securities received by the Company from the counterparty. These securities are not included on the Consolidated Balance Sheet unless the counterparty defaults.
(d) Excludes $33 million and $723 million at June 30, 2018 and December 31, 2017, respectively, of derivative assets not subject to netting arrangements.

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Gross

Recognized
Liabilities
Gross Amounts
Offset on the
Consolidated
Balance Sheet (a)
Net Amounts
Presented on the
Consolidated
Balance Sheet
Gross Amounts Not Offset on the
Consolidated Balance Sheet
(Dollars in Millions) Financial
Instruments (b)
Collateral
Pledged (c)
Net Amount

June 30, 2018

Derivative liabilities (d)

$ 1,871 $ (982 $ 889 $ (84 $ $ 805

Repurchase agreements

2,569 2,569 (109 (2,460

Securities loaned

202 202 (199 3

Total

$ 4,642 $ (982 $ 3,660 $ (193 $ (2,659 $ 808

December 31, 2017

Derivative liabilities (d)

$ 1,629 $ (1,130 $ 499 $ (110 $ $ 389

Repurchase agreements

803 803 (24 (779

Securities loaned

111 111 (110 1

Total

$ 2,543 $ (1,130 $ 1,413 $ (134 $ (889 $ 390

(a) Includes $344 million and $528 million of cash collateral related receivables that were netted against derivative liabilities at June 30, 2018 and December 31, 2017, respectively.
(b) For derivative liabilities this includes any derivative asset fair values that could be offset in the event of counterparty default; for repurchase agreements this includes any reverse repurchase agreement receivables that could be offset in the event of counterparty default; for securities loaned this includes any securities borrowed receivables that could be offset in the event of counterparty default.
(c) Includes the fair value of securities pledged by the Company to the counterparty. These securities are included on the Consolidated Balance Sheet unless the Company defaults.
(d) Excludes $122 million and $738 million at June 30, 2018 and December 31, 2017, respectively, of derivative liabilities not subject to netting arrangements.

Note 14    Fair Values of Assets and Liabilities

The Company uses fair value measurements for the initial recording of certain assets and liabilities, periodic remeasurement of certain assets and liabilities, and disclosures. Derivatives, trading and available-for-sale investment securities, MSRs and substantially all MLHFS are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets.

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 and the risk of nonperformance.

The Company groups its assets and liabilities measured at fair value into a three-level hierarchy for valuation techniques used to measure financial assets and financial liabilities 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 or liabilities. Level 1 includes U.S. Treasury securities, as well as exchange-traded instruments.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; 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 or liabilities. Level 2 includes debt securities that are traded less frequently than exchange-traded instruments and which are typically valued using third party pricing services; derivative contracts and other assets and liabilities, including securities, whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data; and MLHFS whose values are determined using quoted prices for similar assets or pricing models with inputs that are observable in the market or can be corroborated by observable market data.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes MSRs and certain derivative contracts.

When the Company changes its valuation inputs for measuring financial assets and financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period in which the transfers occur. During the six months ended June 30, 2018 and 2017, there were no transfers of financial assets or financial liabilities between the hierarchy levels.

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The Company has processes and controls in place to increase the reliability of estimates it makes in determining fair value measurements. Items quoted on an exchange are verified to the quoted price. Items provided by a third party pricing service are subject to price verification procedures as described in more detail in the specific valuation discussions below. For fair value measurements modeled internally, the Company's valuation models are subject to the Company's Model Risk Governance Policy and Program, as maintained by the Company's risk management department. The purpose of model validation is to assess the accuracy of the models' input, processing, and reporting components. All models are required to be independently reviewed and approved prior to being placed in use, and are subject to formal change control procedures. Under the Company's Model Risk Governance Policy, models are required to be reviewed at least annually to ensure they are operating as intended. Inputs into the models are market observable inputs whenever available. When market observable inputs are not available, the inputs are developed based upon analysis of historical experience and evaluation of other relevant market data. Significant unobservable model inputs are subject to review by senior management in corporate functions, who are independent from the modeling. Significant unobservable model inputs are also compared to actual results, typically on a quarterly basis. Significant Level 3 fair value measurements are also subject to corporate-level review and are benchmarked to market transactions or other market data, when available. Additional discussion of processes and controls are provided in the valuation methodologies section that follows.

The following section describes the valuation methodologies used by the Company to measure financial assets and liabilities at fair value. In addition, the following section includes an indication of the level of the fair value hierarchy in which the assets or liabilities are classified. Where appropriate, the description includes information about the valuation models and key inputs to those models. During the six months ended June 30, 2018 and 2017, there were no significant changes to the valuation techniques used by the Company to measure fair value.

Available-For-Sale Investment Securities  When quoted market prices for identical securities are available in an active market, these prices are used to determine fair value and these securities are classified within Level 1 of the fair value hierarchy. Level 1 investment securities include U.S. Treasury and exchange-traded securities.

For other securities, quoted market prices may not be readily available for the specific securities. When possible, the Company determines fair value based on market observable information, including quoted market prices for similar securities, inactive transaction prices, and broker quotes. These securities are classified within Level 2 of the fair value hierarchy. Level 2 valuations are generally provided by a third party pricing service. The Company reviews the valuation methodologies utilized by the pricing service and, on a quarterly basis, reviews the security level prices provided by the pricing service against management's expectation of fair value, based on changes in various benchmarks and market knowledge from recent trading activity. Additionally, each quarter, the Company validates the fair value provided by the pricing services by comparing them to recent observable market trades (where available), broker provided quotes, or other independent secondary pricing sources. Prices obtained from the pricing service are adjusted if they are found to be inconsistent with relevant market data. Level 2 investment securities are predominantly agency mortgage-backed securities, certain other asset-backed securities, obligations of state and political subdivisions and agency debt securities.

Mortgage Loans Held For Sale  MLHFS measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by comparison to instruments with similar collateral and risk profiles. MLHFS are classified within Level 2. The valuations of MLHFS are developed by the mortgage banking division and are subject to independent price verification procedures by corporate functions. Included in mortgage banking revenue was a $6 million net loss and a $20 million net gain for the three months ended June 30, 2018 and 2017, respectively, and a $57 million net loss and a $41 million net gain for the six months ended June 30, 2018 and 2017, respectively, from the changes to fair value of these MLHFS under fair value option accounting guidance. Changes in fair value due to instrument specific credit risk were immaterial. Interest income for MLHFS is measured based on contractual interest rates and reported as interest income on the Consolidated Statement of Income. Electing to measure MLHFS at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.

Mortgage Servicing Rights  MSRs are valued using a discounted cash flow methodology, and are classified within Level 3. The Company determines fair value of the MSRs by projecting future cash flows for different interest rate scenarios using prepayment rates and other assumptions, and discounts these cash flows using a risk adjusted rate based on option adjusted spread levels. The MSR valuations, as well as the assumptions used, are developed by the

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mortgage banking division and are subject to review by senior management in corporate functions, who are independent from the modeling. The MSR valuations and assumptions are validated through comparison to trade information when available, publicly available data and industry surveys and are also compared to independent third party valuations each quarter. Risks inherent in MSR valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. There is minimal observable market activity for MSRs on comparable portfolios and, therefore, the determination of fair value requires significant management judgment. Refer to Note 6 for further information on MSR valuation assumptions.

Derivatives  The majority of derivatives held by the Company are executed over-the-counter or centrally cleared through clearinghouses and are valued using standard cash flow, Black-Derman-Toy and Monte Carlo valuation techniques. The models incorporate inputs, depending on the type of derivative, including interest rate curves, foreign exchange rates and volatility. The inputs into these models are subject to independent review by corporate functions. Additionally, the Company's valuations are compared to counterparty valuations, where available. All derivative values incorporate an assessment of the risk of counterparty nonperformance, measured based on the Company's evaluation of credit risk as well as external assessments of credit risk, where available. The Company monitors and manages its nonperformance risk by considering its ability to net derivative positions under master netting arrangements, as well as collateral received or provided under collateral arrangements. Accordingly, the Company has elected to measure the fair value of derivatives, at a counterparty level, on a net basis. The majority of the derivatives are classified within Level 2 of the fair value hierarchy, as the significant inputs to the models, including nonperformance risk, are observable. However, certain derivative transactions are with counterparties where risk of nonperformance cannot be observed in the market and, therefore, the credit valuation adjustments result in these derivatives being classified within Level 3 of the fair value hierarchy. The credit valuation adjustments for nonperformance risk are determined by the Company's treasury department using credit assumptions provided by the risk management department. The credit assumptions are compared to actual results quarterly and are recalibrated as appropriate.

The Company also has other derivative contracts that are created through its operations, including commitments to purchase and originate mortgage loans and swap agreements executed in conjunction with the sale of a portion of its Class B common shares of Visa Inc. (the "Visa swaps"). The mortgage loan commitments are valued by pricing models that include market observable and unobservable inputs, which result in the commitments being classified within Level 3 of the fair value hierarchy. The unobservable inputs include assumptions about the percentage of commitments that actually become a closed loan and the MSR value that is inherent in the underlying loan value, both of which are developed by the Company's mortgage banking division. The closed loan percentages for the mortgage loan commitments are monitored on an on-going basis, as these percentages are also used for the Company's economic hedging activities. The inherent MSR value for the commitments are generated by the same models used for the Company's MSRs and thus are subject to the same processes and controls as described for the MSRs above. The Visa swaps require payments by either the Company or the purchaser of the Visa Inc. Class B common shares when there are changes in the conversion rate of the Visa Inc. Class B common shares to Visa Inc. Class A common shares, as well as quarterly payments to the purchaser based on specified terms of the agreements. Management reviews and updates the Visa swaps fair value in conjunction with its review of Visa Inc. related litigation contingencies, and the associated escrow funding. The fair value of the Visa swaps are calculated by the Company's corporate development department using a discounted cash flow methodology which includes unobservable inputs about the timing and settlement

amounts related to the resolution of certain Visa Inc. related litigation. The expected litigation resolution impacts the Visa Inc. Class B common share to Visa Inc. Class A common share conversion rate, as well as the ultimate termination date for the Visa swaps. Accordingly, the Visa swaps are classified within Level 3. Refer to Note 15 for further information on the Visa Inc. restructuring and related card association litigation.

Significant Unobservable Inputs of Level 3 Assets and Liabilities

The following section provides information on the significant inputs used by the Company to determine the fair value measurements of Level 3 assets and liabilities recorded at fair value on the Consolidated Balance Sheet. In addition, the following section includes a discussion of the sensitivity of the fair value measurements to changes in the significant inputs and a description of any interrelationships between these inputs for Level 3 assets and liabilities recorded at fair value on a recurring basis. The discussion below excludes nonrecurring fair value measurements of collateral value used for impairment measures for loans and OREO. These valuations utilize third party appraisal or broker price opinions, and are classified as Level 3 due to the significant judgment involved.

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Mortgage Servicing Rights The significant unobservable inputs used in the fair value measurement of the Company's MSRs are expected prepayments and the option adjusted spread that is added to the risk-free rate to discount projected cash flows. Significant increases in either of these inputs in isolation would result in a significantly lower fair value measurement. Significant decreases in either of these inputs in isolation would result in a significantly higher fair value measurement. There is no direct interrelationship between prepayments and option adjusted spread. Prepayment rates generally move in the opposite direction of market interest rates. Option adjusted spread is generally impacted by changes in market return requirements.

The following table shows the significant valuation assumption ranges for MSRs at June 30, 2018:

Minimum Maximum Average

Expected prepayment

6 17 9

Option adjusted spread

7 10 8

Derivatives The Company has two distinct Level 3 derivative portfolios: (i) the Company's commitments to purchase and originate mortgage loans that meet the requirements of a derivative and (ii) the Company's asset/liability and customer-related derivatives that are Level 3 due to unobservable inputs related to measurement of risk of nonperformance by the counterparty. In addition, the Company's Visa swaps are classified within Level 3.

The significant unobservable inputs used in the fair value measurement of the Company's derivative commitments to purchase and originate mortgage loans are the percentage of commitments that actually become a closed loan and the MSR value that is inherent in the underlying loan value. A significant increase in the rate of loans that close would result in a larger derivative asset or liability. A significant increase in the inherent MSR value would result in an increase in the derivative asset or a reduction in the derivative liability. Expected loan close rates and the inherent MSR values are directly impacted by changes in market rates and will generally move in the same direction as interest rates.

The following table shows the significant valuation assumption ranges for the Company's derivative commitments to purchase and originate mortgage loans at June 30, 2018:

Minimum Maximum Average

Expected loan close rate

8 100 79

Inherent MSR value (basis points per loan)

21 185 109

The significant unobservable input used in the fair value measurement of certain of the Company's asset/liability and customer-related derivatives is the credit valuation adjustment related to the risk of counterparty nonperformance. A significant increase in the credit valuation adjustment would result in a lower fair value measurement. A significant decrease in the credit valuation adjustment would result in a higher fair value measurement. The credit valuation adjustment is impacted by changes in the Company's assessment of the counterparty's credit position. At June 30, 2018, the minimum, maximum and average credit valuation adjustment as a percentage of the derivative contract fair value prior to adjustment was 0 percent, 87 percent and 1 percent, respectively.

The significant unobservable inputs used in the fair value measurement of the Visa swaps are management's estimate of the probability of certain litigation scenarios, and the timing of the resolution of the related litigation loss estimates in excess, or shortfall, of the Company's proportional share of escrow funds. An increase in the loss estimate or a delay in the resolution of the related litigation would result in an increase in the derivative liability. A decrease in the loss estimate or an acceleration of the resolution of the related litigation would result in a decrease in the derivative liability.

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The following table summarizes the balances of assets and liabilities measured at fair value on a recurring basis:

(Dollars in Millions) Level 1 Level 2 Level 3 Netting Total

June 30, 2018

Available-for-sale securities

U.S. Treasury and agencies

$ 20,039 $ 692 $ $ $ 20,731

Mortgage-backed securities

Residential agency

38,420 38,420

Commercial agency

6 6

Other asset-backed securities

411 411

Obligations of state and political subdivisions

6,779 6,779

Total available-for-sale

20,039 46,308 66,347

Mortgage loans held for sale

3,248 3,248

Mortgage servicing rights

2,844 2,844

Derivative assets

17 1,394 473 (881 1,003

Other assets

179 1,328 1,507

Total

$ 20,235 $ 52,278 $ 3,317 $ (881 $ 74,949

Derivative liabilities

$ $ 1,264 $ 729 $ (982 $ 1,011

Short-term borrowings and other liabilities (a)

172 1,117 1,289

Total

$ 172 $ 2,381 $ 729 $ (982 $ 2,300

December 31, 2017

Available-for-sale securities

U.S. Treasury and agencies

$ 22,572 $ 729 $ $ $ 23,301

Mortgage-backed securities

Residential agency

38,031 38,031

Commercial agency

6 6

Other asset-backed securities

419 419

Obligations of state and political subdivisions

6,358 6,358

Other

22 22

Total available-for-sale

22,594 45,543 68,137

Mortgage loans held for sale

3,534 3,534

Mortgage servicing rights

2,645 2,645

Derivative assets

6 1,960 516 (652 1,830

Other assets

154 1,163 1,317

Total

$ 22,754 $ 52,200 $ 3,161 $ (652 $ 77,463

Derivative liabilities

$ $ 1,958 $ 409 $ (1,130 $ 1,237

Short-term borrowings and other liabilities (a)

101 894 995

Total

$ 101 $ 2,852 $ 409 $ (1,130 $ 2,232

Note:

Excluded from the table above are equity investments without readily determinable fair values. The Company has elected to carry these investments at historical cost, adjusted for impairment and any changes resulting from observable price changes for identical or similar investments of the issuer. The aggregate carrying amount of these equity investments was $91 million at June 30, 2018. The Company has not recorded impairments or adjustments for observable price changes on these equity investments during the first six months of 2018 or on a cumulative basis.

(a)

Primarily represents the Company's obligation on securities sold short required to be accounted for at fair value per applicable accounting guidance.

The following table presents the changes in fair value for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended June 30:

(Dollars in Millions) Beginning
of Period
Balance
Net Gains
(Losses)
Included in
Net Income
Net Gains
(Losses)
Included in
Other
Comprehensive
Income (Loss)
Purchases Sales Principal
Payments
Issuances Settlements End
of Period
Balance
Net Change in
Unrealized
Gains (Losses)
Relating to Assets
and Liabilities
Held at End of  Period

2018

Mortgage servicing rights

$ 2,780 $ (35 )  (a)  $ $ 2 $ $ $ 97  (c)  $ $ 2,844 $ (35 ) (a) 

Net derivative assets and liabilities

(132 (94 )  (b)  (16 (14 (256 (110 ) (d) 

2017

Mortgage servicing rights

$ 2,642 $ (146 )  (a)  $ $ 4 $ $ $ 82  (c)  $ $ 2,582 $ (146 ) (a) 

Net derivative assets and liabilities

165 215    (e)  (2 (138 240 117   (f) 

(a)

Included in mortgage banking revenue.

(b)

Approximately $(144) million included in other noninterest income and $50 million included in mortgage banking revenue.

(c)

Represents MSRs capitalized during the period.

(d)

Approximately $(138) million included in other noninterest income and $28 million included in mortgage banking revenue.

(e)

Approximately $129 million included in other noninterest income and $86 million included in mortgage banking revenue.

(f)

Approximately $86 million included in other noninterest income and $31 million included in mortgage banking revenue.

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The following table presents the changes in fair value for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30:

(Dollars in Millions) Beginning
of Period
Balance
Net Gains
(Losses)
Included in
Net Income
Net Gains
(Losses)
Included in
Other
Comprehensive
Income (Loss)
Purchases Sales Principal
Payments
Issuances Settlements End
of Period
Balance
Net Change in
Unrealized
Gains (Losses)
Relating to Assets
and Liabilities
Held at End of Period

2018

Mortgage servicing rights

$ 2,645 $ (2 ) (c)  $ $ 4 $ $ $ 197  (e)  $ $ 2,844 $ (2 ) (c) 

Net derivative assets and liabilities

107 (345 ) (d)  1 (22 3 (256 (297 ) (f) 

2017

Available-for-sale securities

Residential non-agency mortgage-backed securities

Prime (a)

$ 242 $ $ (2 $ $ (234 $ (6 $ $ $ $

Non-prime (b)

195 (17 (175 (3

Other asset-backed securities

2 (2

Corporate debt securities

9 2 (11

Total available-for-sale

448 (17 ) (g)  (422 (9

Mortgage servicing rights

2,591 (219 ) (c)  6 204  (e)  2,582 (219 ) (c) 

Net derivative assets and liabilities

171 261   (h)  1 (5 (188 240 74   (i) 

(a)

Prime securities are those designated as such by the issuer at origination. When an issuer designation is unavailable, the Company determines at acquisition date the categorization based on asset pool characteristics (such as weighted-average credit score, loan-to-value, loan type, prevalence of low documentation loans) and deal performance (such as pool delinquencies and security market spreads).

(b)

Includes all securities not meeting the conditions to be designated as prime.

(c)

Included in mortgage banking revenue.

(d)

Approximately $(415) million included in other noninterest income and $70 million included in mortgage banking revenue.

(e)

Represents MSRs capitalized during the period.

(f)

Approximately $(325) million included in other noninterest income and $28 million included in mortgage banking revenue.

(g)

Included in changes in unrealized gains and losses on investment securities available-for-sale.

(h)

Approximately $110 million included in other noninterest income and $151 million included in mortgage banking revenue.

(i)

Approximately $43 million included in other noninterest income and $31 million included in mortgage banking revenue.

The Company is also required periodically to measure certain other financial assets at fair value on a nonrecurring basis. These measurements of fair value usually result from the application of lower-of-cost-or-fair value accounting or write-downs of individual assets.

The following table summarizes the balances as of the measurement date of assets measured at fair value on a nonrecurring basis, and still held as of the reporting date:

June 30, 2018 December 31, 2017
(Dollars in Millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Loans (a)

$ $ $ 33 $ 33 $ $ $ 150 $ 150

Other assets (b)

39 39 31 31

(a)

Represents the carrying value of loans for which adjustments were based on the fair value of the collateral, excluding loans fully charged-off.

(b)

Primarily represents the fair value of foreclosed properties that were measured at fair value based on an appraisal or broker price opinion of the collateral subsequent to their initial acquisition.

The following table summarizes losses recognized related to nonrecurring fair value measurements of individual assets or portfolios:

Three Months Ended
June 30
Six Months Ended
June 30
(Dollars in Millions) 2018 2017 2018 2017

Loans (a)

$ 18 $ 38 $ 41 $ 75

Other assets (b)

8 5 13 12

(a)

Represents write-downs of loans which were based on the fair value of the collateral, excluding loans fully charged-off.

(b)

Primarily represents related losses of foreclosed properties that were measured at fair value subsequent to their initial acquisition.

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Fair Value Option

The following table summarizes the differences between the aggregate fair value carrying amount of MLHFS for which the fair value option has been elected and the aggregate unpaid principal amount that the Company is contractually obligated to receive at maturity:

June 30, 2018 December 31, 2017
(Dollars in Millions) Fair
Value
Carrying
Amount
Aggregate
Unpaid
Principal
Carrying
Amount Over
(Under) Unpaid
Principal
Fair
Value
Carrying
Amount
Aggregate
Unpaid
Principal
Carrying
Amount Over
(Under) Unpaid
Principal

Total loans

$ 3,248 $ 3,167 $ 81 $ 3,534 $ 3,434 $ 100

Nonaccrual loans

1 1 1 2 (1

Loans 90 days or more past due

1 1

Disclosures About Fair Value of Financial Instruments

The following table summarizes the estimated fair value for financial instruments accounted for at amortized cost as of June 30, 2018 and December 31, 2017. In accordance with disclosure guidance related to fair values of financial instruments, the Company did not include assets and liabilities that are not financial instruments, such as the value of goodwill, long-term relationships with deposit, credit card, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other liabilities. Additionally, in accordance with the disclosure guidance, receivables and payables due in one year or less, insurance contracts, equity investments not accounted for at fair value, and deposits with no defined or contractual maturities are excluded.

The estimated fair values of the Company's financial instruments are shown in the table below:

June 30, 2018 December 31, 2017

Carrying

Amount

Fair Value

Carrying

Amount

Fair Value
(Dollars in Millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Financial Assets

Cash and due from banks

$ 19,021 $ 19,021 $ $ $ 19,021 $ 19,505 $ 19,505 $ $ $ 19,505

Federal funds sold and securities purchased under resale agreements

289 289 289 93 93 93

Investment securities held-to-maturity

46,055 4,533 40,070 14 44,617 44,362 4,613 39,095 15 43,723

Loans held for sale (a)

8 8 8 20 20 20

Loans

276,257 278,224 278,224 276,507 279,391 279,391

Other

2,435 1,281 1,154 2,435 2,393 1,037 1,364 2,401

Financial Liabilities

Time deposits

37,685 37,365 37,365 33,356 33,120 33,120

Short-term borrowings (b)

16,847 16,616 16,616 15,656 15,447 15,447

Long-term debt

37,172 36,924 36,924 32,259 32,377 32,377

Other

1,701 1,701 1,701 1,556 1,556 1,556

(a) Excludes mortgages held for sale for which the fair value option under applicable accounting guidance was elected.
(b) Excludes the Company's obligation on securities sold short required to be accounted for at fair value per applicable accounting guidance.

The fair value of unfunded commitments, deferred non-yield related loan fees, standby letters of credit and other guarantees is approximately equal to their carrying value. The carrying value of unfunded commitments, deferred non-yield related loan fees and standby letters of credit was $556 million and $555 million at June 30, 2018 and December 31, 2017, respectively. The carrying value of other guarantees was $209 million and $192 million at June 30, 2018 and December 31, 2017, respectively.

 Note 15    Guarantees and Contingent Liabilities

Visa Restructuring and Card Association Litigation  The Company's payment services business issues credit and debit cards and acquires credit and debit card transactions through the Visa U.S.A. Inc. card association or its affiliates (collectively "Visa"). In 2007, Visa completed a restructuring and issued shares of Visa Inc. common stock to its financial institution members in contemplation of its initial public offering ("IPO") completed in the first quarter of 2008 (the "Visa Reorganization"). As a part of the Visa Reorganization, the Company received its proportionate number of shares of Visa Inc. common stock, which were subsequently converted to Class B shares of Visa Inc. ("Class B shares"). Visa U.S.A. Inc. ("Visa U.S.A.") and MasterCard International (collectively, the "Card Associations") are defendants in antitrust lawsuits challenging the practices of the Card Associations (the "Visa Litigation"). Visa U.S.A. member banks have a contingent obligation to indemnify Visa Inc. under the Visa U.S.A. bylaws (which were modified at the time of the restructuring in October 2007) for potential losses arising from the Visa Litigation. The indemnification by the Visa U.S.A. member banks has no specific maximum amount.

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Using proceeds from its IPO and through reductions to the conversion ratio applicable to the Class B shares held by Visa U.S.A. member banks, Visa Inc. has funded an escrow account for the benefit of member financial institutions to fund their indemnification obligations associated with the Visa Litigation. The receivable related to the escrow account is classified in other liabilities as a direct offset to the related Visa Litigation contingent liability. On October 19, 2012, Visa signed a settlement agreement to resolve class action claims associated with the multi-district interchange litigation pending in the United States District Court for the Eastern District of New York. This case is the largest of the remaining Visa Litigation matters. The district court approved the settlement, but that approval was appealed by certain class members. On June 30, 2016, the United States Court of Appeals for the Second Circuit reversed the approval of the settlement and remanded the case to the district court for further proceedings consistent with the appellate ruling. On November 23, 2016, certain class members filed a petition with the United States Supreme Court asking it to review the Second Circuit's decision to reject the settlement. On March 27, 2017, the Supreme Court denied the class members' petition. The case is proceeding in the district court.

At June 30, 2018, the carrying amount of the Company's liability related to the Visa Litigation matters, net of its share of the escrow fundings, was $19 million. During the three and six months ended June 30, 2018, the Company sold 0.2 million and 0.5 million, respectively, of its Class B shares. These sales, and any previous sales of its Class B shares, do not impact the Company's liability for the Visa Litigation matters or the receivable related to the escrow account. Upon final settlement of the Visa Litigation, the remaining 2.2 million Class B shares held by the Company will be eligible for conversion to Class A shares of Visa Inc., which are publicly traded. The Class B shares are excluded from the Company's financial instruments disclosures included in Note 14.

Other Guarantees and Contingent Liabilities

The following table is a summary of other guarantees and contingent liabilities of the Company at June 30, 2018:

(Dollars in Millions) Collateral
Held
Carrying
Amount
Maximum
Potential
Future
Payments

Standby letters of credit

$ $ 52 $ 11,057

Third party borrowing arrangements

11

Securities lending indemnifications

3,908 3,820

Asset sales

119 6,818  (a) 

Merchant processing

746 68 107,444

Tender option bond program guarantee

2,420 2,334

Minimum revenue guarantees

6

Other

22 1,409

(a) The maximum potential future payments do not include loan sales where the Company provides standard representation and warranties to the buyer against losses related to loan underwriting documentation defects that may have existed at the time of sale that generally are identified after the occurrence of a triggering event such as delinquency. For these types of loan sales, the maximum potential future payments is generally the unpaid principal balance of loans sold measured at the end of the current reporting period. Actual losses will be significantly less than the maximum exposure, as only a fraction of loans sold will have a representation and warranty breach, and any losses on repurchase would generally be mitigated by any collateral held against the loans.

Merchant Processing The Company, through its subsidiaries, provides merchant processing services. Under the rules of credit card associations, a merchant processor retains a contingent liability for credit card transactions processed. This contingent liability arises in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder's favor. In this situation, the transaction is "charged-back" to the merchant and the disputed amount is credited or otherwise refunded to the cardholder. If the Company is unable to collect this amount from the merchant, it bears the loss for the amount of the refund paid to the cardholder.

The Company currently processes card transactions in the United States, Canada, Europe and Mexico through wholly-owned subsidiaries and joint ventures with other financial institutions. In the event a merchant was unable to fulfill product or services subject to future delivery, such as airline tickets, the Company could become financially liable for refunding the purchase price of such products or services purchased through the credit card associations under the charge-back provisions. Charge-back risk related to these merchants is evaluated in a manner similar to credit risk assessments and, as such, merchant processing contracts contain various provisions to protect the Company in the event of default. At June 30, 2018, the value of airline tickets purchased to be delivered at a future date through card transactions processed by the Company was $10.7 billion. The Company held collateral of $615 million in escrow deposits, letters of credit and indemnities from financial institutions, and liens on various assets. In addition to specific collateral or other credit enhancements, the Company maintains a liability for its implied guarantees associated with

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future delivery. At June 30, 2018, the liability was $56 million primarily related to these airline processing arrangements.

Asset Sales The Company regularly sells loans to GSEs as part of its mortgage banking activities. The Company provides customary representations and warranties to GSEs in conjunction with these sales. These representations and warranties generally require the Company to repurchase assets if it is subsequently determined that a loan did not meet specified criteria, such as a documentation deficiency or rescission of mortgage insurance. If the Company is unable to cure or refute a repurchase request, the Company is generally obligated to repurchase the loan or otherwise reimburse the counterparty for losses. At June 30, 2018, the Company had reserved $11 million for potential losses from representation and warranty obligations, compared with $13 million at December 31, 2017. The Company's reserve reflects management's best estimate of losses for representation and warranty obligations. The Company's repurchase reserve is modeled at the loan level, taking into consideration the individual credit quality and borrower activity that has transpired since origination. The model applies credit quality and economic risk factors to derive a probability of default and potential repurchase that are based on the Company's historical loss experience, and estimates loss severity based on expected collateral value. The Company also considers qualitative factors that may result in anticipated losses differing from historical loss trends.

As of June 30, 2018 and December 31, 2017, the Company had $15 million and $9 million, respectively, of unresolved representation and warranty claims from GSEs. The Company does not have a significant amount of unresolved claims from investors other than GSEs.

Litigation and Regulatory Matters

The Company is subject to various litigation and regulatory matters that arise in the ordinary course of its business. The Company establishes reserves for such matters when potential losses become probable and can be reasonably estimated. The Company believes the ultimate resolution of existing legal and regulatory matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company's results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company's results of operations, potentially materially.

Litigation Matters In the last several years, the Company and other large financial institutions have been sued in their capacity as trustee for residential mortgage–backed securities trusts. Among these lawsuits is an action originally brought in June 2014 by a group of institutional investors, including BlackRock and PIMCO funds, against six bank trustees, including the Company. The action brought by these institutional investors against the Company is currently pending in the Supreme Court of the State of New York, New York County. In this lawsuit, the investors allege that the Company's banking subsidiary, U.S. Bank National Association ("U.S. Bank"), as trustee caused them to incur substantial losses by failing to enforce loan repurchase obligations and failing to abide by appropriate standards of care after events of default allegedly occurred. The plaintiffs seek monetary damages in an unspecified amount and also seek equitable relief.

Regulatory Matters The Company is continually subject to examinations, inquiries and investigations in areas of heightened regulatory scrutiny, such as compliance, risk management, third party risk management and consumer protection. For example, the Company is currently subject to examinations, inquiries and investigations by government agencies and bank regulators concerning mortgage-related practices, including those related to lender-placed insurance, and notices and filings in bankruptcy cases. The Company is cooperating fully with all pending examinations, inquiries and investigations, any of which could lead to administrative or legal proceedings or settlements. Remedies in these proceedings or settlements may include fines, penalties, restitution or alterations in the Company's business practices (which may increase the Company's operating expenses and decrease its revenue).

In October 2015, U.S. Bank entered into a Consent Order with the Office of the Comptroller of the Currency concerning deficiencies in its Bank Secrecy Act/anti-money laundering compliance program, and requiring an ongoing review of that program. The Consent Order remains open and U.S. Bank continues to implement the compliance program enhancements and other actions required by the order.

In February 2018, the Company entered into a deferred prosecution agreement (the "DPA") with the United States Attorney's Office in Manhattan that resolved its investigation of the Company concerning a legacy banking relationship between U.S. Bank and payday lending businesses associated with a former customer and U.S. Bank's legacy Bank

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Secrecy Act/anti-money laundering compliance program. The DPA defers prosecution for a period of two years, subject to the Company's compliance with its terms, which include ongoing efforts to implement and maintain an adequate Bank Secrecy Act/anti-money laundering compliance program. If the Company violates the DPA, its term could be extended up to an additional one year, or the Company could be subject to a prosecution or civil action based on the matters that are the subject of the DPA. In addition, the Company and certain of its affiliates entered into related regulatory settlements with the Financial Crimes Enforcement Network and the Board of Governors of the Federal Reserve System. If the Company and its affiliates fail to satisfy ongoing obligations under these regulatory settlements, which include ongoing commitments to provide resources to, and enhance, the Company's firm wide Bank Secrecy Act/anti-money laundering compliance program, the Company and its affiliates may be required to enter into further orders and settlements, pay additional fines or penalties, or modify their business practices (which may increase operating expenses and decrease revenue).

Outlook Due to their complex nature, it can be years before litigation and regulatory matters are resolved. The Company may be unable to develop an estimate or range of loss where matters are in early stages, there are significant factual or legal issues to be resolved, damages are unspecified or uncertain, or there is uncertainty as to a litigation class being certified or the outcome of pending motions, appeals or proceedings. For those litigation and regulatory matters where the Company has information to develop an estimate or range of loss, the Company believes the upper end of the range of reasonably possible losses in aggregate, in excess of any reserves established for matters where a loss is considered probable, will not be material to its financial condition, results of operations or cash flows. The Company's estimates are subject to significant judgment and uncertainties, and the matters underlying the estimates will change from time to time. Actual results may vary significantly from the current estimates.

For additional information on the nature of the Company's guarantees and contingent liabilities, refer to Note 22 in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

Note 16    Subsequent Events

The Company has evaluated the impact of events that have occurred subsequent to June 30, 2018 through the date the consolidated financial statements were filed with the United States Securities and Exchange Commission. Based on this evaluation, the Company has determined none of these events were required to be recognized or disclosed in the consolidated financial statements and related notes.

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U.S. Bancorp

Consolidated Daily Average Balance Sheet and Related Yields and Rates (a)

For the Three Months Ended June 30
2018 2017

(Dollars in Millions)

(Unaudited)

Average
Balances
Interest Yields
and
Rates
Average
Balances
Interest Yields
and
Rates
% Change
Average
Balances

Assets

Investment securities

$ 114,578 $ 667 2.33 $ 111,368 $ 578 2.08 2.9

Loans held for sale

3,545 39 4.39 2,806 29 4.21 26.3

Loans (b)

Commercial

98,353 939 3.83 95,638 769 3.22 2.8

Commercial real estate

39,857 459 4.61 42,549 441 4.15 (6.3

Residential mortgages

60,834 568 3.74 58,544 541 3.70 3.9

Credit card

21,220 610 11.53 20,631 568 11.05 2.9

Other retail

55,463 593 4.29 54,627 557 4.09 1.5

Total loans, excluding covered loans

275,727 3,169 4.61 271,989 2,876 4.24 1.4

Covered loans

2,897 45 6.22 3,539 43 4.82 (18.1

Total loans

278,624 3,214 4.62 275,528 2,919 4.25 1.1

Other earning assets

15,929 60 1.51 14,181 46 1.28 12.3

Total earning assets

412,676 3,980 3.86 403,883 3,572 3.54 2.2

Allowance for loan losses

(3,929 (3,827 (2.7

Unrealized gain (loss) on investment securities

(1,654 (239 *

Other assets

47,396 46,288 2.4

Total assets

$ 454,489 $ 446,105 1.9

Liabilities and Shareholders' Equity

Noninterest-bearing deposits

$ 78,987 $ 82,710 (4.5 )% 

Interest-bearing deposits

Interest checking

69,918 32 .18 67,290 17 .10 3.9

Money market savings

103,333 253 .98 106,777 155 .58 (3.2

Savings accounts

45,069 12 .11 43,524 8 .07 3.5

Time deposits

37,515 130 1.39 30,871 58 .75 21.5

Total interest-bearing deposits

255,835 427 .67 248,462 238 .38 3.0

Short-term borrowings

20,602 89 1.73 14,538 35 .96 41.7

Long-term debt

35,780 238 2.67 36,271 199 2.20 (1.4

Total interest-bearing liabilities

312,217 754 .97 299,271 472 .63 4.3

Other liabilities

13,335 15,215 (12.4

Shareholders' equity

Preferred equity

5,419 5,419

Common equity

43,903 42,854 2.4

Total U.S. Bancorp shareholders' equity

49,322 48,273 2.2

Noncontrolling interests

628 636 (1.3

Total equity

49,950 48,909 2.1

Total liabilities and equity

$ 454,489 $ 446,105 1.9

Net interest income

$ 3,226 $ 3,100

Gross interest margin

2.89 2.91

Gross interest margin without taxable-equivalent increments

2.86 2.86

Percent of Earning Assets

Interest income

3.86 3.54

Interest expense

.73 .46

Net interest margin

3.13 3.08

Net interest margin without taxable-equivalent increments

3.10 3.03

* Not meaningful
(a) Interest and rates are presented on a fully taxable-equivalent basis based on a federal income tax rate of 21 percent for 2018 and 35 percent for 2017.
(b) Interest income and rates on loans include loan fees. Nonaccrual loans are included in average loan balances.

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U.S. Bancorp

Consolidated Daily Average Balance Sheet and Related Yields and Rates (a)

For the Six Months Ended June 30
2018 2017

(Dollars in Millions)

(Unaudited)

Average
Balances
Interest Yields
and
Rates
Average
Balances
Interest Yields
and
Rates
% Change
Average
Balances

Assets

Investment securities

$ 114,039 $ 1,294 2.27 $ 111,067 $ 1,132 2.04 2.7

Loans held for sale

3,341 72 4.30 3,214 64 3.99 4.0

Loans (b)

Commercial

97,912 1,799 3.70 94,694 1,475 3.14 3.4

Commercial real estate

40,110 899 4.52 42,852 866 4.07 (6.4

Residential mortgages

60,505 1,126 3.73 58,224 1,076 3.70 3.9

Credit card

21,252 1,226 11.63 20,737 1,140 11.09 2.5

Other retail

56,253 1,186 4.25 54,208 1,092 4.06 3.8

Total loans, excluding covered loans

276,032 6,236 4.55 270,715 5,649 4.20 2.0

Covered loans

2,972 90 6.03 3,635 87 4.76 (18.2

Total loans

279,004 6,326 4.57 274,350 5,736 4.21 1.7

Other earning assets

15,881 110 1.39 12,964 84 1.30 22.5

Total earning assets

412,265 7,802 3.81 401,595 7,016 3.51 2.7

Allowance for loan losses

(3,931 (3,825 (2.8

Unrealized gain (loss) on investment securities

(1,450 (432 *

Other assets

47,505 46,383 2.4

Total assets

$ 454,389 $ 443,721 2.4

Liabilities and Shareholders' Equity

Noninterest-bearing deposits

$ 79,234 $ 81,729 (3.1 )% 

Interest-bearing deposits

Interest checking

70,136 58 .17 66,490 30 .09 5.5

Money market savings

103,350 458 .89 107,763 284 .53 (4.1

Savings accounts

44,730 20 .09 43,069 16 .08 3.9

Time deposits

37,252 236 1.27 30,759 107 .70 21.1

Total interest-bearing deposits

255,468 772 .61 248,081 437 .36 3.0

Short-term borrowings

21,726 166 1.54 13,873 60 .88 56.6

Long-term debt

34,723 441 2.56 35,775 389 2.19 (2.9

Total interest-bearing liabilities

311,917 1,379 .89 297,729 886 .60 4.8

Other liabilities

13,536 15,529 (12.8

Shareholders' equity

Preferred equity

5,419 5,562 (2.6

Common equity

43,656 42,537 2.6

Total U.S. Bancorp shareholders' equity

49,075 48,099 2.0

Noncontrolling interests

627 635 (1.3

Total equity

49,702 48,734 2.0

Total liabilities and equity

$ 454,389 $ 443,721 2.4

Net interest income

$ 6,423 $ 6,130

Gross interest margin

2.92 2.91

Gross interest margin without taxable-equivalent increments

2.89 2.86

Percent of Earning Assets

Interest income

3.81 3.51

Interest expense

.68 .44

Net interest margin

3.13 3.07

Net interest margin without taxable-equivalent increments

3.10 3.02

*

Not meaningful

(a)

Interest and rates are presented on a fully taxable-equivalent basis based on a federal income tax rate of 21 percent for 2018 and 35 percent for 2017.

(b)

Interest income and rates on loans include loan fees. Nonaccrual loans are included in average loan balances.

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Part II - Other Information

Item 1. Legal Proceedings  - See the information set forth in Note 15 in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Report, which is incorporated herein by reference.

Item 1A. Risk Factors  - There are a number of factors that may adversely affect the Company's business, financial results or stock price. Refer to "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, for discussion of these risks.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Refer to the "Capital Management" section within Management's Discussion and Analysis in Part I, Item 2 of this Report for information regarding shares repurchased by the Company during the second quarter of 2018.

Item 6. Exhibits

  10.1

Form of Restricted Stock Unit Award Agreement for executive officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after July 1, 2018).

  12

Computation of Ratio of Earnings to Fixed Charges.

  31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

  31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

  32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101

Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2018, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Shareholders' Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

U.S. BANCORP
By: /s/    C RAIG E. G IFFORD

Dated: August 2, 2018

Craig E. Gifford

Controller

(Principal Accounting Officer and Duly Authorized Officer)

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EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges

(Dollars in Millions) Three Months Ended
June 30, 2018
Six Months Ended
June 30, 2018

Earnings

  1.

Net income attributable to U.S. Bancorp $ 1,750 $ 3,425

  2.

Applicable income taxes, including expense related to unrecognized tax positions 441 803

  3.

Net income attributable to U.S. Bancorp before income taxes (1 + 2) $ 2,191 $ 4,228

  4.

Fixed charges:
a. Interest expense excluding interest on deposits* $ 324 $ 602
b. Portion of rents representative of interest and amortization of debt expense 29 58
c. Fixed charges excluding interest on deposits (4a + 4b) 353 660
d. Interest on deposits 427 772
e. Fixed charges including interest on deposits (4c + 4d) $ 780 $ 1,432

  5.

Amortization of interest capitalized $ $

  6.

Earnings excluding interest on deposits (3 + 4c + 5) 2,544 4,888

  7.

Earnings including interest on deposits (3 + 4e + 5) 2,971 5,660

  8.

Fixed charges excluding interest on deposits (4c) 353 660

  9.

Fixed charges including interest on deposits (4e) 780 1,432

Ratio of Earnings to Fixed Charges

10.

Excluding interest on deposits (line 6/line 8) 7.21 7.41

11.

Including interest on deposits (line 7/line 9) 3.81 3.95

* Excludes interest expense related to unrecognized tax positions.

Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

(Dollars in Millions) Three Months Ended
June 30, 2018
Six Months Ended
June 30, 2018

Earnings

  1.

Net income attributable to U.S. Bancorp $ 1,750 $ 3,425

  2.

Applicable income taxes, including expense related to unrecognized tax positions 441 803

  3.

Net income attributable to U.S. Bancorp before income taxes (1 + 2) $ 2,191 $ 4,228

  4.

Fixed charges:
a. Interest expense excluding interest on deposits* $ 324 $ 602
b. Portion of rents representative of interest and amortization of debt expense 29 58
c. Fixed charges excluding interest on deposits (4a + 4b) 353 660
d. Interest on deposits 427 772
e. Fixed charges including interest on deposits (4c + 4d) $ 780 $ 1,432

  5.

Amortization of interest capitalized $ $

  6.

Preferred stock dividends 64 134

  7.

Earnings excluding interest on deposits (3 + 4c + 5) 2,544 4,888

  8.

Earnings including interest on deposits (3 + 4e + 5) 2,971 5,660

  9.

Fixed charges excluding interest on deposits, and preferred stock dividends (4c+6) 417 794

10.

Fixed charges including interest on deposits, and preferred stock dividends (4e+6) 844 1,566

Ratio of Earnings to Fixed Charges and Preferred Dividends

11.

Excluding interest on deposits (line 7/line 9) 6.10 6.16

12.

Including interest on deposits (line 8/line 10) 3.52 3.61

* Excludes interest expense related to unrecognized tax positions.

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Andrew Cecere, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/    A NDREW C ECERE

Andrew Cecere

Chief Executive Officer

Dated: August 2, 2018

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Terrance R. Dolan, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/    T ERRANCE R. D OLAN

Terrance R. Dolan

Chief Financial Officer

Dated: August 2, 2018

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EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of U.S. Bancorp, a Delaware corporation (the "Company"), do hereby certify that:

(1) The Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    A NDREW C ECERE /s/    T ERRANCE R. D OLAN

Andrew Cecere

Chief Executive Officer

Dated: August 2, 2018

Terrance R. Dolan

Chief Financial Officer

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Corporate Information

Executive Offices

U.S. Bancorp

800 Nicollet Mall

Minneapolis, MN 55402

Common Stock Transfer Agent and Registrar

Computershare acts as our transfer agent and registrar, dividend paying agent and dividend reinvestment plan administrator, and maintains all shareholder records for the corporation. Inquiries related to shareholder records, stock transfers, changes of ownership, lost stock certificates, changes of address and dividend payment should be directed to the transfer agent at:

Computershare

P.O. Box 505000

Louisville, KY 40233

Phone: 888-778-1311 or 201-680-6578 (international calls)

Internet: www.computershare.com/investor

Registered or Certified Mail:

Computershare

462 South 4 th Street, Suite 1600

Louisville, KY 40202

Telephone representatives are available weekdays from 8:00 a.m. to 6:00 p.m., Central Time, and automated support is available 24 hours a day, 7 days a week. Specific information about your account is available on Computershare's Investor Center website.

Independent Auditor

Ernst & Young LLP serves as the independent auditor for U.S. Bancorp's financial statements.

Common Stock Listing and Trading

U.S. Bancorp common stock is listed and traded on the New York Stock Exchange under the ticker symbol USB.

Dividends and Reinvestment Plan

U.S. Bancorp currently pays quarterly dividends on our common stock on or about the 15th day of January, April, July and October, subject to approval by our Board of Directors. U.S. Bancorp shareholders can choose to participate in a plan that provides automatic reinvestment of dividends and/or optional cash purchase of additional shares of U.S. Bancorp common stock. For more information, please contact our transfer agent, Computershare.

Investor Relations Contact

Jennifer A. Thompson, CFA

Senior Vice President, Investor Relations

jen.thompson@usbank.com

Phone: 612-303-0778 or 866-775-9668

Financial Information

U.S. Bancorp news and financial results are available through our website and by mail.

Website  For information about U.S. Bancorp, including news, financial results, annual reports and other documents filed with the Securities and Exchange Commission, access our home page on the internet at usbank.com and click on About U.S. Bank .

Mail At your request, we will mail to you our quarterly earnings, news releases, quarterly financial data reported on Form 10-Q, Form 10-K and additional copies of our annual reports. Please contact:

U.S. Bancorp Investor Relations

800 Nicollet Mall

Minneapolis, MN 55402

investorrelations@usbank.com

Phone: 866-775-9668

Media Requests

Stacey F. Wempen

Vice President, Head of Financial Communications

stacey.wempen@usbank.com

Phone: 612-303-7620

Privacy

U.S. Bancorp is committed to respecting the privacy of our customers and safeguarding the financial and personal information provided to us. To learn more about the U.S. Bancorp commitment to protecting privacy, visit usbank.com and click on Privacy .

Code of Ethics

At U.S. Bancorp, our commitment to high ethical standards guides everything we do. Demonstrating this commitment through our words and actions is how each of us does the right thing every day for our customers, shareholders, communities and each other. Our style of ethical leadership is why we were named a World's Most Ethical Company in 2018 by the Ethisphere Institute.

For details about our Code of Ethics and Business Conduct, visit usbank.com and click on About U.S. Bank and then Investor Relations and then Corporate Governance .

Diversity and Inclusion

At U.S. Bancorp, embracing diversity and fostering inclusion are business imperatives. We view everything we do through a diversity and inclusion lens to deepen our relationships with our stakeholders: our employees, customers, shareholders and communities.

Our employees bring their whole selves to work. We respect and value each other's differences, strengths and perspectives, and we strive to reflect the communities we serve. This makes us stronger, more innovative and more responsive to our diverse customers' needs.

Equal Opportunity and Affirmative Action

U.S. Bancorp and our subsidiaries are committed to providing Equal Employment Opportunity to all employees and applicants for employment. In keeping with this commitment, employment decisions are made based on abilities, not race, color, religion, national origin or ancestry, gender, age, disability, veteran status, sexual orientation, marital status, gender identity or expression, genetic information or any other factors protected by law. The corporation complies with municipal, state and federal fair employment laws, including regulations applying to federal contractors.

U.S. Bancorp, including each of our subsidiaries, is an equal opportunity employer committed to creating a diverse workforce.

Accessibility

U.S. Bancorp is committed to providing ready access to our products and services so all of our customers, including people with disabilities, can succeed financially. To learn more, visit usbank.com and click on Accessibility.

This report has been produced on recycled paper.