2005 U.S. BANK EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN Prospectus Supplement

Transcription

1 2005 U.S. BANK EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN Prospectus Supplement This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. This Prospectus Supplement dated November 21, 2011, applies to the Prospectus dated April 20, 2010, describing the terms of the 2005 U.S. Bank Executive Employees Deferred Compensation Plan, as amended (the Plan ). A copy of the full prospectus will be provided upon written or oral request. The information below supplements the information contained under the heading Deemed Investment Options in the Prospectus dated April 20, 2010, by: (1) replacing Appendix A to the Prospectus with the Appendix A on pages 2-4 below which describes the measurement fund options available under the Plan effective December 1, 2011, and (2) replacing Appendix B to the Prospectus with the Appendix B on page 5 below regarding the rates of return for the measurement fund options available under the Plan effective December 1, 2011, and, (3) supplementing Appendix C to the Prospectus with a copy of the Third Amendment of U.S. Bank 2005 Executive Employees Deferred Compensation Plan on page 6 below. Rev. 11/21/11

2 Fixed Income Fund: APPENDIX A to Prospectus dated April 20, 2010, as replaced by Prospectus Supplement dated November 21, 2011 DESCRIPTION OF MEASUREMENT FUNDS Stable Value Fund This fund, managed by Galliard Capital Management, is a conservative investment option that seeks to provide safety of principal and a stable credited rate of interest, while generating competitive returns over time compared to other conservative investments. The fund will pursue its objective through the active management of a diversified portfolio of investment contracts, issued by selected high quality insurance companies and financial institutions, and other eligible stable value investments. Bond Funds: Bond Index Fund (Vanguard Total Bond Market Index Fund Institutional Shares, VBTIX) This fund invests in fixed income securities with an objective to achieve a return equal to the Barclays Capital Aggregate Bond Index. Active Bond Fund (PIMCO Total Return Institutional Fund, PTTRX) This fund invests in fixed income securities with an objective to achieve a return higher than the Barclays Capital Aggregate Bond Index. Note: The principal risk of bond funds is that value could decline due to rising market interest rates. Large Cap Equity Funds: US Large Cap Equity Index Fund (Vanguard Institutional Index Fund Institutional Plus Shares, IIIX) This fund invests in the equity securities of large companies with an objective to achieve a return equal to the S&P 500 Index. Active US Large Cap Equity Fund This actively managed fund consists of approximately 34% Rainier Large Cap Equity Portfolio Fund, 33% NWQ Large Cap Value Fund and 33% Winslow Large Cap Growth Fund. It invests in the equity securities of large companies with an objective to achieve a return higher than the S&P 500 Index. Note: The fundamental risk of any stock fund is that the value of the stock may decrease. Small-Mid Equity Funds: US Small-Mid Equity Index Fund (Vanguard Extended Market Index Fund Institutional Shares VIEIX) -2-

3 This fund invests in the equity securities of small to mid-size companies with an objective to achieve a return equal to the S&P Completion Index. Active US Small-Mid Equity Fund This actively managed fund consists of approximately 25% CRM Small/Mid Cap Value Fund (CRIAX), 25% TBC Small/Mid Cap Value Equity Fund, 25% TCM Small-Mid Cap Growth Fund (TCMMX) and 25% William Blair Small Cap Growth Fund. The fund invests in the equity securities of small to mid-size companies with an objective to achieve a return higher than the Russell 2500 Index. Note: Stocks of mid and small-size companies involve substantial risk and may be subject to more erratic price movements than large capitalization companies. International Funds: International Equity Index Fund (Vanguard Developed Markets Index Fund Institutional Shares, VIDMX) This fund invests in the equity securities of non-u.s. companies with an objective to achieve a return equal to the MSCI EAFE Index. Active International Equity Fund This actively managed fund consists of approximately 34% SSgA Active International Alpha Select Class C Fund, 33% Dodge & Cox International Stock Fund (DODFX) and 33% Lord Abbett International Core Equity Fund (LICYX). The fund invests in the equity securities of non U.S. companies with an objective to achieve a return higher than the MSCI EAFE Index. NOTE: International investing involves risks not typically associated with domestic investing, including risks of adverse currency fluctuations, potential political and economic instability, different accounting standards, limited liquidity and volatile prices. The risks of international investing are particularly significant in emerging markets. Company Stock Fund: U.S. Bank ESOP Stock Fund The primary purpose of the U.S. Bank ESOP Stock Fund (Employee Stock Ownership Plan Fund) is to allow employees an opportunity to invest in U.S. Bancorp and not to provide retirement income or investment gains. The U.S. Bank ESOP Stock Fund invests primarily in U.S. Bancorp common stock, so the fund s return reflects the performance of U.S. Bancorp common stock. The fund s investment objective is to provide long-term capital growth through the ownership of U.S. Bancorp common stock. The fund is not diversified, as it invests in the stock of a single company, U.S. Bancorp. The fund therefore has a higher level of risk than other investment options. Returns will vary significantly from year to year and price fluctuations will be greater. The fundamental risk of any stock fund is the risk that the value of the stock may decrease. The performance of the fund will depend primarily on the performance of U.S. Bancorp common stock, investor confidence in bank stocks in general, and the overall performance of the stock market. -3-

4 It is anticipated that the portion of the fund not invested in U.S. Bancorp common stock will be predominantly invested in cash and cash equivalents, and that these investments generally will not exceed 1.5% of the fund s total assets. This limited investment in cash is done to facilitate participant requests for withdrawals, distributions and investment transfers. The U.S. Bank ESOP Stock Fund is a unitized fund. This means that investing in the U.S. Bank ESOP Stock Fund is not the same as purchasing U.S. Bancorp common stock. When you invest in the U.S. Bank ESOP Stock Fund, you are purchasing units of a fund composed primarily of U.S. Bancorp common stock, along with some cash or short-term cash equivalents. This means you do not directly own U.S. Bancorp common stock but rather units of the fund. The fund holds a small portion of the assets in cash or short-term cash equivalents to facilitate participant requests for withdrawals, distributions, and investment transfers. -4-

5 APPENDIX B to Prospectus dated April 20, 2010, as replaced by Prospectus Supplement dated November 21, 2011 RATES OF RETURN Shown below are the rates of return for the last three calendar years of each of the measurement fund options available as of December 1, 2011, under the 2005 U.S. Bank Executive Employees Deferred Compensation Plan, as amended. Fund Name 01/01/10-12/31/10 01/01/09-12/31/09 01/01/08 12/31/08 Stable Value Fund 2.12% 1.96% 4.29% Bond Index Fund 6.60% 6.09% 5.19% Active Bond Fund 8.71% 13.67% 4.66% US Large Cap Equity Index Fund 14.93% 26.48% % Active US Large Cap Equity Fund 16.00% 30.60% % US Small-Mid Equity Index Fund 27.59% 37.69% % Active US Small-Mid Equity Fund 20.47% 39.30% % International Equity Index Fund 8.72% 28.17% % Active International Equity Fund 9.33% 35.20% % U.S. Bank ESOP Stock Fund 20.32% -9.79% % The above amounts are not necessarily indicative of the results realized by individual Plan participants, due to the timing of contributions, withdrawals and investment transfers, and daily changes in the market values of securities. Furthermore, the above amounts should not be regarded as indicative of the future performance of the measurement funds \1 11/21/2011 2:20 PM -5-

6 THIRD AMENDMENT OF U.S. BANK 2005 EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN The 2005 U.S. Bank Executive Employees Deferred Compensation Plan (the Plan ) is amended in the following respects: 1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly: (22) The term Investment Committee shall mean the Investment Committee for the employee benefit plans of the Company (or its successor committee). 2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows: (c) Measurement Funds. A Participant must elect at least one of the Plan s Measurement Funds for the purpose of determining the manner in which such Participant s Deferred Compensation Account Balance is to be adjusted. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant s requested election of the Measurement Fund or Funds. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine in its sole discretion rules and procedures for the election of Measurement Funds by Participants and for implementing changes in Measurement Funds. Subject to any transition rules determined by the Committee (or its designee) in its sole discretion, changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee). 3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect. -6-