Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On April 19, 2022, U.S. Bancorp (the "Company") filed with the Secretary of State of the State of Delaware the following:



    1.   a Certificate of Elimination which, effective upon filing, eliminated
         from the Company's Restated Certificate of Incorporation all matters set
         forth in the Certificate of Designations with respect to the Company's
         Series F Non-Cumulative Perpetual Preferred Stock (the "Series F
         Preferred Stock");



    2.   a Certificate of Elimination which, effective upon filing, eliminated
         from the Company's Restated Certificate of Incorporation all matters set
         forth in the Certificate of Designations with respect to the Company's
         Series H Non-Cumulative Perpetual Preferred Stock (the "Series H
         Preferred Stock"); and



    3.   a Certificate of Elimination which, effective upon filing, eliminated
         from the Company's Restated Certificate of Incorporation all matters set
         forth in the Certificate of Designations with respect to the Company's
         Series I Non-Cumulative Perpetual Preferred Stock (the "Series I
         Preferred Stock").

No shares of the Series F Preferred Stock, Series H Preferred Stock or Series I Preferred Stock were issued and outstanding at the time of the filing of the applicable Certificate of Elimination. Copies of the Certificate of Elimination with respect to the Series F Preferred Stock, Certificate of Elimination with respect to the Series H Preferred Stock and Certificate of Elimination with respect to the Series I Preferred Stock are attached as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

On April 19, 2022, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the elimination of the Series F Preferred Stock, Series H Preferred Stock and Series I Preferred Stock and to otherwise restate and integrate the Restated Certificate of Incorporation of the Company as previously restated, amended and supplemented. The Restated Certificate of Incorporation is attached hereto as Exhibit 3.4 and is incorporated into this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



3.1       Certificate of Elimination of Series F Non-Cumulative Perpetual
        Preferred Stock.

3.2       Certificate of Elimination of Series H Non-Cumulative Perpetual
        Preferred Stock.

3.3       Certificate of Elimination of Series I Non-Cumulative Perpetual
        Preferred Stock.

3.4       Restated Certificate of Incorporation.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)



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