Good morning, and thank you for joining us today for U.S. Bancorp's 2021 annual meeting of shareholders. I'm Andy Cecere, Chairman, President, and CEO of U.S. Bancorp. There being a quorum present, I declare this meeting to be duly convened. I am joined today by Laura Bednarski, our Deputy General Counsel and Corporate Secretary, who will serve as Secretary for the meeting. Also in attendance today are our Board of Directors and Management Committee, as well as Dominic Giuffrida from E&Y, U.S. Bancorp's independent auditors. Now I will call the meeting to order. First, we will conduct the necessary business of the meeting before providing a brief management report. After that, we will address questions that were submitted prior to the meeting and questions that are shared on this website during the meeting. If you have logged into the meeting with your control number, you may ask a question by typing it into the box at the bottom of the screen at any time during the meeting. Now we will turn to the formal business portion of the meeting. I will turn the floor over to Laura Bednarski. Thank you, Andy. I received an affidavit of mailing from Broadridge Financial Solutions, which states that the notice of meeting and the accompanying proxy materials and annual report were mailed or made available on or about March 9, 2021, to shareholders of record on February 23, 2021, the record date for shareholders entitled to notice of this meeting, which is in accordance with our company's bylaws. The matters requiring a vote by the shareholders are discussed in our proxy statement. Our Inspector of Elections, a representative from Broadridge Financial Solutions, is present by phone at this meeting and has reported that we've received proxies representing a substantial majority of our outstanding voting stock, which represents a quorum for the meeting. The polls for the shareholder voting on all matters are hereby opened at this time, 11:03 A.M. Central Time on April 20, 2021. If there are any shareholders who have not voted and want to vote or who want to revoke a proxy previously given, please do so now using the Vote Here button on your screen. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. The three proposals being voted upon today are showing on your screen. The first proposal is the election of 13 directors whose names and qualifications are listed in the proxy statement. Each of our directors has been nominated to serve as a director of the company for a one-year term ending at the annual meeting in 2022. The second proposal is ratification of the selection of Ernst & Young LLP as the independent auditors for the company for the fiscal year ending December 31st, 2021. The third proposal is the advisory approval of the compensation of our executives as described in the proxy statement. The Board of Directors recommends a vote for each of the director nominees and for each of the other two proposals. If you're voting today and have not yet voted electronically, please do so now by clicking on the Vote Here button on your screen now. You will only be able to vote at this time if you've logged into the meeting as a shareholder using your 16-digit control number. I will pause here to allow shareholders to vote. It's 11:05 A.M., and the polls for voting on the matters before this meeting are now closed. The company has already received proxies sufficient to elect all 13 director nominees, ratify the appointment of the auditors, and give advisory approval of our executive compensation program as described in our proxy statement. The final voting results will be published in a Form 8-K report, which we will file with the SEC within four business days. The results will also be available from our investor relations department. There being no other business to attend to, the business portion of the meeting is concluded. Thank you, Laura. The formal business portion of the meeting has now been adjourned. For the next few minutes, I want to give you an update on our company and what we accomplished in this past year. Overall, 2020 was a year of significant change and opportunity, and we had to and did react quickly to a changing environment. Although many of the tailwinds we experienced in prior years shifted to headwinds, we relied more on a diverse business mix to weather the cycle, and our team performed exceptionally well. The pandemic accelerated changes in consumer behaviors that were already taking place in prior years. Our strategy helped us propel us forward. We have spent considerable effort in recent years to develop our capabilities and focus our investments in critical areas like digital, customer acquisition, and cybersecurity. Those investments were vitally important both to serve our customers and to deliver programs like the Paycheck Protection Program, which we'll talk about shortly. For instance, it was because of those investments, our long-standing history of financial prudence, and our focus on relationships, that we were able to provide over $30 billion at the start of the pandemic, helping customers who needed liquidity in challenging times. I want to thank our employees for their agility with a special call-out for our frontline employees who served our customers in a challenging environment. At the end of 2020, we were in a solid position. We were financially sound, well-managed, flexible, and resilient, and committed to the future. We ended the year with strong capital levels, achieving a year-end Common Equity Tier 1 ratio of 9.7%. We also had strong liquidity resulting from deposit growth of $51 billion. Despite the environment, our deposit growth was 14.9% in 2020. The value of a diversified business model was evident this year as it allowed us to achieve record revenue. Also important were our consistent and disciplined credit risk management process and our focus on customer relationships. We proved to be well-positioned for this new environment, which you'll see on slide eight. U.S. Bank is the fifth largest commercial bank in the United States based on assets, deposits, and market cap. As you can see, we are much more valuable than we are big. While the fourth largest bank is about 4x as large as U.S. Bank by asset size, the fourth largest bank by market cap is only double our market cap. Our financial results were steady despite this challenging environment. We achieved record revenue. We reported net income of $4.98 billion and earnings per diluted common share of $3.06. You can see our 2020 performance metrics on page 10. On a core basis, we delivered a 10% return on equity and a 0.93% return on assets. Our efficiency ratio, another key measure of profitability, stood at 57.8%. Debt ratings are a key measure of your financial strength. Ours are the best in the industry. We also continue to be recognized outside the company for our efforts to be one of the best banks in the world. Fortune magazine named U.S. Bank a World's Most Admired Company, recognizing several of our attributes as most admired among all companies, and naming us the World's Most Admired Super Regional Bank for the 11th consecutive year. The Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices, announced 135 companies spanning 23 countries and 57 industries are being honored as 2021's World's Most Ethical Companies. U.S. Bank was one of them for the seventh year in a row. Two of our senior leaders were listed on the Most Powerful Women in Banking and Finance List. Now I'd like to welcome our Board of Directors to this meeting. I'd like to begin by introducing our newest board member, Kimberly Ellison-Taylor. Kimberly is the Executive Director of Finance Thought Leadership at Oracle Corporation. Welcome, Kimberly. I would also like to take this opportunity to thank Marc Casper for his valuable contributions to our board during his tenure, as he will be stepping down from our board following this annual meeting. Marc has provided valuable insight, guidance, and support both to the company and to me personally during his time on the board. We appreciate his efforts, and we wish him well. As I mentioned earlier, all of the members of our Board of Directors are present in today's meeting. We appreciate the counsel, support, and leadership they provided to our management team with their diverse perspectives, industry backgrounds, and professional experiences. Our board was especially helpful through 2020. There was no playbook to follow for the environment we were in, and our board provided timely, relevant, and helpful insight and support that guided many of our decisions. Our managing committee is also in attendance at today's meeting. The banking industry is highly competitive, and this talented group of people who lead our organization on a day-to-day basis sets us apart from our peers. I'm extremely proud of this strong team of leaders. Our board and management team set the standard for nearly 70,000 employees around the world. Everyone is intensely focused on meeting the financial needs and objectives of our customers as we operate in a culture rooted in ethics and integrity. I've been impressed by the teamwork they've shown, especially during this past year, and the ways which they continue to strengthen and reinforce our culture are important to the way we do business. With that in mind, let's turn our attention to the ways we've engaged and supported our team throughout this past year. Like many companies, we adjusted our operations to meet the demands of the times we were in, and that helped us address the challenge successfully. Let me highlight just a few examples on slide 18. First, we amplified our health and safety protocols, ensuring everyone had the personal protective equipment they needed. We updated our safety standards, and we stayed connected to the guidance coming out from health experts and local officials to keep people safe. While we were able to shift a majority of our team to temporary work-from-home relationships, about 75% of our staff remains in a virtual arrangement today, we had many people who remained on-site to meet customer and operational needs. To help support those people who were working on-site critical roles, we provided a temporary pay premium and a one-time bonus. We also enhanced our employee assistance fund, which provides emergency grants to those who have unexpected financial crises. We infused the fund with additional dollars and expanded eligibility to address circumstances the pandemic created. We continued to enhance the employee experience with new digital tools and additional days off to recognize personal significant holidays. More frequent engagement surveys to keep a pulse on how people were doing so we could respond quickly. Now let's spend some time talking about our customers and how we assisted them during 2020. The past 12 months allowed us to provide support in moments that mattered most to our customers, including through efforts like the Paycheck Protection Program, forbearance and loan payment accommodations, and fees and interest waivers. As of April 8th, we secured more than 165,000 PPP loans totaling about $10.5 billion. Our average loan amount was just over $63,000. More than 1.3 million employees benefited from these loans. Since the beginning of the pandemic, we have helped more than 357,000 consumer customers with forbearance programs, fee waivers, and relief programs, and we have helped more than 28,000 business customers navigate and weather this event. In addition to supporting our employees and customers through the pandemic, we also served our communities. As you can see on slide 22, we have a strong legacy and ongoing commitment to the diverse communities we serve. In 2020 alone, we provided more than $67 million in grants and contributions to nonprofit organizations. We spent more than $560 million with diverse suppliers and provided over $1.9 billion in small business loans. We were named to the CDP A List for leadership in tackling climate change. What all of this shows is we believe in being a good corporate citizen and taking that responsibility seriously. That commitment became even more important during 2020 following the tragic death of George Floyd in Minneapolis. In the wake of that tragedy and the ensuing unrest, we made several visible and large commitments. For instance, we established a $15 million fund from our U.S. Bank Foundation to award community grants that will be dedicated solely to addressing systemic economic and racial inequities. We increased our efforts to support small and minority-owned businesses that create jobs and build a social infrastructure that leads to long-term economic success, including committing to provide $100 million annually to African American-owned businesses. Through partnerships cultivated by our U.S. Bancorp Community Development Corporation, we launched a $1 million community development fund institution partnership program to award grants and commercial loans to organizations that qualify. We pledged to rebuild or repair sites in areas where our branches were damaged. We announced plans to double the partnerships we have with African American suppliers in the next 12 months. For our employees, we continue to emphasize and cultivate diversity, equity, and inclusion efforts in our own company, recommitting to our core value. Further to these important goals, earlier this year, we announced a new program called U.S. Bank Access Commitment. Access Commitment is a new long-term approach to redefine how we support diverse communities and provide more opportunities for diverse employees. All the initiatives included in Access Commitment work towards addressing the systemic inequities that have led to a 10:1 racial wealth gap. Access Commitment is really a movement and a new way of working, where all areas of the business are able to leverage the unique expertise to get behind the same goal. This is a perfect example of one U.S. Bank, because Access Commitment includes initiatives across all of our businesses, exactly where DEI needs to create systemic change. You may also have noticed our new report this year that discloses how we are addressing the business risks and opportunities provided by key environmental, social, and governance issues. The ESG report provides information how we operate our business, which we believe as is important as what we do. Throughout the report, we connect long-term value creation to core values. This document accompanies our 2020 annual report and 2021 proxy statement and should be read in conjunction with those materials. Please see the community impact reports for highlights of our volunteerism, philanthropy, community engagement efforts throughout 2020 that I briefly touched on a few minutes ago. This ESG report intends to provide, in one place, comprehensive, reliable information about issues of interest to our stakeholders that isn't included in other reports. Now that we've spent time looking back on the past year, let's take a few minutes to focus on the future. Our long-term strategy focuses on growth through being the most trusted choice in the industry, driving one U.S. Bank experience for our customers and employees, striving for simplicity in everything you do, and focusing on the future. The groundwork we've laid the past few years helped us navigate the pandemic, and we are building on that momentum in a few key areas as we move forward. For instance, digital enablement and branch vitality will continue to be areas of focus. We will blend people and technology to help meet customer needs. Data, analytics, and insights will allow us to do just that, and we will continue to build our capabilities in this space to be present in moments that matter most. We are also using acquisitions and partnerships to increase scale and capabilities where it makes sense. Some recent examples include Akoya, [OPEIU], and the State Farm transactions. We are learning and growing through this process. In similar fashion, we continue to rely on our competitive advantage in payments, building and refining the ecosystem that meets customers where they are. All of this will enable us to address customers' desire for speed, convenience, and simplicity. You will hear more about that throughout 2021 and beyond. With that, I'd like to move to the question- and- answer portion of our meeting. As I mentioned earlier, we received several questions on the annual meeting platform prior to the meeting today, which we will address first. You may also ask questions now via the box at the bottom of your screen if you have a shareholder control number, which was provided with your proxy materials. We may group similar questions together, and we will address them only once so we can get to as many different topics as possible. We will address questions of broad interest to our shareholders at this meeting. If you have questions related to your employment at U.S. Bancorp or a particular customer concern, please direct your question to your manager, HR talent consultant, or usbankcommunications@usbank.com so we can address them. The question- and- answer session will end no later than 12:00 P.M. Central Time. This first question is actually a two-part question. First, how many new customers did the bank assist with PPP loans? Secondly, how is the bank balancing fintech and digital in relation to the existing real estate space on hand? As I mentioned in the presentation, I'll take the PPP question first. As of April 8th, we secured more than 165,000 PPP loans totaling about $10.5 billion. Our average loan amount was just more than $63,000, and we helped more than 1.3 million employees benefiting from those loans. Related to the second question, about fintechs and digital, we believe we must balance our efforts between providing services to our customers through the digital technology that they're seeking, but also providing the ability to interact with bankers when they want. The groundwork we've laid over the last few years is building our digital capabilities. It has helped us develop tools and resources that customers want, while at the same time, making sure bankers are on hand. Now, because transactions are not occurring as rapidly or as many in the bank, we've closed some branches. In others, we've made adjustments to the branches to allow our bankers to be more advice oriented. We believe we are close to the right balance, but we'll continue to blend people and technology to meet customer needs and expectations. Throughout this process, data analytics and insight will also play an important role as we try to make sure we're there in matters that matter the most, in moments that matter the most. The next question is one requesting. I'll just read the question as presented. We request that donations to all political parties, groups, and individuals be stopped, and we suggest that money be used at local food banks and homeless shelters. I appreciate the statement and the suggestion. Active involvement in the political and public process is important part about being a responsible corporate citizen. We have two nonpartisan PACs that provide a voluntary opportunity for our employees to participate in the political process and specifically consider the financial industry position in our PAC giving. Efforts are focused on issues affecting our company's long-term ability to do business while making a positive impact on the operations and to spur economic growth and enhance the quality of life in our communities. Through the U.S. Bank Foundation, we invest in innovative programs designed to best serve our local community needs. I brought up a number of those in the presentation, and we'll continue to focus on that as we move forward with that giving in our communities. Third question, can we stick to the business of banking and stay out of politics? Voter registration should always be required. Well, first let me say that I'm the first to say I am not an expert on voting laws. As a company, our focus is on the policies that impact our ability to do business and are consistent with our core beliefs as a company. That said, we believe the right to vote is a cornerstone of American democracy, and we support efforts to increase voter access and participation in free and peaceful elections. We encourage U.S. Bank employees to take an active role in the political process, and we provide them with adequate time off to exercise that right to vote. I will also say that we encourage all legislators to take necessary steps to ensure we have improved voter access and participation in our elections. The next question is about the future and the outlook, and the question is the bank optimistic that the 10-year yield will increase in 2021 and 2022? I will say the outlook for economic growth has improved significantly, and that's particularly true in the last 90 days with the rollout of vaccines and the implications of more robust consumer and business spend activity. As a result, as you know, long-term interest rates have increased, and because short-term rates have not increased as much, that has resulted in a steeper yield curve, which is beneficial to a bank's net interest income. Whether rates increase more and to what extent will depend on a number of macroeconomic factors, including GDP growth, unemployment, and inflation. We are optimistic, however, about the outlook for economic growth as we move further into the latter half of this year as well as into 2022. The next question is, will there be an increase in the dividend as well as stock buybacks? We actually had several questions on dividends. I'll package them and answer them in one response. First, I'll say that we have a strong capital position. As we manage our capital with the best interest of our shareholders in mind. In the first quarter, we repurchased over 13 million shares totaling $650 million as part of our $3 billion stock repurchase program we announced in December. We still have capacity under that $3 billion buyback program announced in December. We also have the capacity to increase our dividend given our strong capital position, and increasing our dividend is also objective for the company. The next question is, what are the catalysts for a strong U.S. Bank performance this year, and will it continue going forward? Two-part question, will U.S. Bank be a participant in the M&A landscape going on in the banking industry? We are actually focused on both core organic growth as well as opportunities from an M&A standpoint. Our focus internally is continuing to grow our capabilities from a digital perspective and balancing that with the banker in mind to make sure we're there to help our clients, and those could be commercial, corporate, small business, or consumers meet their financial objectives. Now the fact is scale is becoming more important in banking overall as we continue to make investments in our technology and our capabilities. To the extent an M&A opportunity presents itself that it will allow us to increase that scale, acquire new customers, and offer enhanced capabilities, we will certainly take a look at that. Next question. Mr. Chairman, the Carpenters Union Pension Fund that has a collective ownership possession of 1,134,400 shares of the company's common stock. As long-term investors, we believe the executive compensation plan should be designed to drive the successful execution of the company's long-term strategic plan. We like the overall structure of the compensation plan, the performance metrics used, and the performance period for the award of PRSU. However, the three-year pro-rata vesting period for the restricted stock units, which deliver considerable levels of compensation, seem rather short. Could you or the Chair of the Comp Committee speak to the rationale for the three-year pro-rata vesting schedule? Thank you. Just as a matter of fact, about 60% of our performance shares that we give to our executives are performance-based and under that three-year performance measurement period. About 40% is the pro rata that you described, and we feel that that is the right mix, and the Compensation Committee is also always looking at this to ensuring we're providing both a combination of a shareholder perspective as well as fair compensation to employees. Thank you for the question. The next question is, Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As a long-term pension fund investors, the Carpenters Fund appreciates the sentiments embodied in the stakeholder's perspective. Feel that execution could be complicated. Could you discuss the board's perspective on the concept of stakeholder capitalism, and what principles the board could use to balance the interests of various stakeholders as it develops and implements the company's long-term strategic business strategy? Thank you. Well, this is a good question. One that we've talked about a lot, both at the board meeting and also among our managing committee. As we think about it, we think it's important to meet the needs of all constituents. That's true of not just shareholders, but it's true of employees, customers, and our communities. Importantly, we feel the best method to address all those constituents, is through secure financial growth, returns, and results. That's how we're focused on it. We take into account all the constituencies as we think about our strategies, our objectives, the products we deliver, and how we act in our communities. The next question. There has been a lot of discussion around diversity at the board and executive leadership level, yet there doesn't seem to be progress. What are you doing to increase diversity at these levels? Well, actually, I'm very proud. U.S. Bank has a strong and diverse Board of Directors. There are currently 62% of our board are diverse in terms of gender, race, or an ethnic perspective. Six of the 13 directors are women. That's 46%. Four of the directors are racially or ethnically diverse. We feel that we're actually a leader in female representation, but we also recognize we can always do more. I'd also mention that 40% of our managing committee are women or racially diverse. As we continue to expand the talent pipeline in the company, this is an area of key focus for all of us as we want to continue to increase the representation of women and diverse population, all people of color at all levels. It's also important from a retention standpoint for those employees. We're going to continue to focus on this as we move forward. Thank you for the question. The next question. I talked a little bit about this, but the question is, will inflation be permanent or temporary going forward? Any comments on the 10-year or potential increases in the interest rate? Again, this is a function of many factors. Certainly, there is a short-term increase in the yield curve that's occurring as we talked about before, which is principally around that 10+ year r ange. Many believe that this may be transitory in nature and may calm down as get past the stimulus impacts that have occurred in the economy as we look today. No one knows for sure. It'll depend on a number of factors, including GDP, as we've talked about, the outlook for growth, and also how we come out of the pandemic and how we recover as a country, and overall from a global standpoint as well. I do believe that as I talked about before, the indications we're seeing, and we have a very large payments business that looks at all aspects of consumer as well as corporate spending activity. With the exception of travel and entertainment in some very highly impacted industries, I will tell you the spend levels are back to pre-pandemic levels. Thank you for the question. The next question. How do you balance the commercial segment of your business with the consumer-related part of your business, which is more risk-related? Well, one of the benefits, and I talked about this in the presentation as well, is we have a very diverse model, and it's about 50/50 in terms of our balance sheet as well as our income statement and the way we source revenue from consumers and businesses. Both aspects bring different risks with it and different opportunities, and we focus on them given the vast experience we have in that risk management discipline. It depends on the cycle. Right now, I would say it's more industry-related than it is consumer or commercial. There are certain industries and certain segments that are impacted by the pandemic as opposed to specifically consumer or commercial related, and those are the areas we're very focused on from a risk management standpoint. Thank you. Next question is, what is the goal for a percentage increase in tangible book value per year? Tangible book value is an outcome, and we articulated a number of goals at our Investor Day last September. September of actually of 2019. One of them is in terms of growth or increase is net income. Our goal is to increase our net income levels in the 7%-9% range on an annual basis. We were not able to do that, obviously, in 2020, given the pandemic and the impacts, particularly of CECL and loan loss reserve on us in the banking industry overall. We feel confident about that in terms of a long-term percentage growth increase. Next question. Many changes seem to be happening to take money matters out of the hands of traditional brick- and- mortar banks and toward online banks, savings and loans. How is U.S. Bank planning for the future to meet these challenges and staying competitive? It's a good question and one we talk a fair bit about as well. I mentioned that we believe that the key to success is not just digital in and of itself, but that combination of digital capabilities together with a human element. Oftentimes financial matters can be complicated. While typical transactions and navigation we want to make as easy and as simple as possible, there are oftentimes we have to get deeper into the subject and offer advice and counsel. We believe that that combination of having great digital capabilities, and at the same time, having great bankers who can offer advice and counsel is the key to winning and the key to success on a go-forward basis. That's how we're planning, that's how we're investing, and that's how we're focused. What is U.S. Bank's current strategy for dealing with cryptocurrencies? It's also a very good question, and in fact, one that we spent some time with our board yesterday evening to talk about. There are components of the digital blockchain and cryptocurrency that banks are allowed to do today, and we have a number of use cases and activities underway to pursue those within the bank. Those could be things like affecting our corporate trust business, loan syndications, trade finance, and we have active use cases working with customers in those as we speak. There are other activities that we're waiting for further regulatory guidance on, and that includes some aspects of transactions and payments. There is much publicity around CEO pay as compared to the average line-level employee. What is the ratio of your CEO pay as compared to the average non-executive at U.S. Bank? Our CEO pay ratio is 218:1, which is in line with our peers. That means that a CEO pay ratio in our peer group is around 237:1. I will tell you, it's difficult to draw conclusions about total compensation practices solely from this ratio. We are committed to fair compensation at all levels of the organization, and this is just one of the aspects that we look at. As you know, executive compensation is determined by our Board of Directors and is designed to attract and retain top talent and reward strong financial performance. Thank you for the question. Looking at the list of questions, I believe there are no more questions, so that's our final question. I want to thank you for your participation in today's meeting.