2008 Annual Report
Proxy Statement
 Fellow Shareholders:
Throughout
its history, U.S. Bancorp has operated with a tradition of uncompromising honesty
and integrity. Strong corporate governance has aided this tradition. U.S. Bancorp’s
system of corporate governance is based on the belief that outstanding corporate
governance promotes ethical business practices. We know that sound corporate governance
is vital to the continued success of U.S. Bancorp and the entire financial services
industry.
Our strong, highly independent Board of Directors leads our system of corporate
governance. All of our directors are skilled business leaders. Each of the Board
of Directors’ Audit Committee, Compensation Committee and Governance Committee
is composed entirely of independent outside directors. Our Board of Directors
knows that its primary responsibility is to provide effective governance over
U.S. Bancorp’s affairs for the benefit of our shareholders. The Board
has implemented Corporate Governance Guidelines to provide guiding principles
for and insight into our system of corporate governance. The Board annually
reviews and updates these Guidelines.
Our shareholders, customers, communities and employees demand—and deserve—to
do business with companies they can trust. We have implemented a Code of Ethics
and Business Conduct that applies to our directors, officers and all of our
employees. We train our employees and require annual certifications that they
understand their duties with respect to the Code. The content of the Code is
based not solely on what we have the right to do, but, even more importantly,
on what is the right thing to do.
Our ethical standards have rewarded us with an enviable reputation in today’s
marketplace—a marketplace where trust is hard to earn. We strive to create
corporate governance standards that are higher than any legal minimum because
our business is built on a commitment of trust. We will not forget our commitment
and intend to continue to build on this commitment throughout our future.
Richard K. Davis
Chairman, President and Chief Executive Officer
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