Item 5.07 Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the "Company") held its 2021 annual meeting of shareholders on
Tuesday, April 20, 2021. Shareholders considered three proposals at the meeting,
each of which is described in more detail in the Company's Definitive Proxy
Statement on Schedule 14A, which was filed with the Securities and Exchange
Commission on March 9, 2021 (the "Proxy Statement"). The final voting results
are reported below.

Proposal I: Election of thirteen directors to serve for a one-year term until the 2022 annual meeting of shareholders.

The Company's shareholders elected each of the thirteen nominees for director, and the voting results are set forth below:





Name                                        For             Against        Abstentions       Broker Non-Votes
Warner L. Baxter                        1,108,162,550       10,475,047        3,489,042            165,772,220
Dorothy J. Bridges                      1,034,488,068       84,280,682        3,357,889            165,772,220
Elizabeth L. Buse                       1,111,296,524        7,656,673        3,173,442            165,772,220
Andrew Cecere                           1,053,665,198       63,645,447        4,815,994            165,772,220
Kimberly N. Ellison-Taylor              1,113,359,280        5,356,469        3,410,890            165,772,220
Kimberly J. Harris                      1,099,505,208        7,444,257       15,177,174            165,772,220
Roland A. Hernandez                     1,086,238,114       32,120,805        3,767,720            165,772,220
Olivia F. Kirtley                       1,085,027,030       33,539,305        3,560,304            165,772,220
Karen S. Lynch                          1,105,971,699       12,806,103        3,348,837            165,772,220
Richard P. McKenney                     1,113,538,906        4,834,899        3,752,834            165,772,220
Yusuf I. Mehdi                          1,112,989,978        5,161,067        3,975,594            165,772,220
John P. Wiehoff                         1,111,716,597        6,451,469        3,958,573            165,772,220
Scott W. Wine                           1,107,194,068       11,275,780        3,656,791            165,772,220

Proposal II: Ratification of the selection of Ernst & Young LLP as the Company's independent auditor for the 2021 fiscal year.

The Company's shareholders ratified the selection of Ernst & Young LLP, and the voting results are set forth below:

For Against Abstentions Broker Non-Votes 1,256,015,295 28,876,989 3,006,575

           -

Proposal III: Advisory vote to approve the compensation of the Company's executive officers as disclosed in the Proxy Statement.



The Company's shareholders gave advisory approval of the compensation of the
Company's executive officers as disclosed in the Proxy Statement, and the voting
results are set forth below:



     For         Against     Abstentions   Broker Non-Votes
1,057,846,892   55,677,218    8,602,529      165,772,220

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Item 7.01 Regulation FD Disclosure.




During the 2021 annual meeting of shareholders, Andrew Cecere, the Company's
Chairman, President and Chief Executive Officer, responded to a shareholder
question by discussing the Company's long-term growth expectations. To clarify
the statements made at the annual meeting, the Company's long-term net income
growth expectation is 5% to 7% and its long-term EPS growth expectation is 7% to
10%, as previously disclosed at the Company's Investor Day in September 2019. As
discussed during the meeting, these goals represent the Company's long-term
expectations under normalized economic conditions.

The information in this Item 7.01, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section. The information in this
Item 7.01, shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, except as
otherwise expressly stated in such filing.

Forward-looking statements

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



This Form 8-K 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. The forward-looking statements contained in this Form 8-K include, among
other things, U.S. Bancorp's long-term net income and EPS growth expectations.
There can be no assurance that U.S. Bancorp will achieve these expectations in
the future.

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. The COVID-19 pandemic is adversely affecting U.S. Bancorp, its
customers, counterparties, employees, and third-party service providers, and the
ultimate extent of the impacts on its business, financial position, results of
operations, liquidity, and prospects is uncertain. Continued deterioration in
general business and economic conditions or turbulence in domestic or global
financial markets could adversely affect U.S. Bancorp's revenues and the values
of its assets and liabilities, reduce the availability of funding to certain
financial institutions, lead to a tightening of credit, and increase stock price
volatility. 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 changes in
interest rates; further increases in unemployment 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; civil unrest; changes in customer behavior and preferences;
breaches in data security; failures to safeguard personal information; 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 reputation 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, 2020, 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. In addition, factors other than these risks
also could adversely affect U.S. Bancorp's results, and the reader should not
consider these risks 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.



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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

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






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