Business Context and Reporting Period
Company: U.S. Bancorp
Filing Type: Form 8-K (Current Report)
Date of Report: October 27, 2016
Event: Designation of new Covered Debt and termination of replacement capital covenants.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on a structural change to debt covenants.
Material Changes
- Covered Debt Designation: U.S. Bancorp designated its 2.375% Medium-Term Notes, Series V (Senior), due July 22, 2026, as "Covered Debt" under its replacement capital covenants (RCCs).
- Replacement of Prior Debt: This designation replaces the previously designated 1.95% Medium-Term Notes, Series T (Senior), due 2018.
- Covenant Termination: Pursuant to the designation, the Company terminated the RCCs associated with Series A (2010), Series G (2012), and Series H (2013) preferred stock issuances. Holders of the Series V Notes waived rights to these covenants.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the termination of the RCCs was executed on October 28, 2016, following the waiver by purchasers of the Series V Notes. No forward-looking guidance or outlook is provided in this specific report.
Risks and Contingencies: The filing notes that additional information regarding the terms of the RCCs is available in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The filing does not disclose new material risks beyond the structural change to the covenants.
Investor Verification Checklist
- Verify the terms of the 2.375% Medium-Term Notes, Series V (due 2026) in the Company's prospectus or 10-K.
- Review the "Termination of Replacement Capital Covenants" (Exhibit 99.1) to confirm the specific legal language of the waiver.
- Confirm the impact of this termination on the Series A, G, and H Non-Cumulative Perpetual Preferred Stock covenants referenced in the 2015 10-K.