8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2010

U.S. BANCORP
(Exact name of registrant as specified in its charter)

Delaware	1-6880	41-0255900
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 466-3000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On November 15, 2010, U.S. Bancorp issued a press release announcing that its lead bank, U.S. Bank National Association, has entered into a definitive agreement to purchase the domestic and European-based securitization trust administration businesses of Bank of America, N.A. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additional information regarding this transaction is included in a slide presentation posted on U.S. Bancorp’s website and attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated November 15, 2010.
99.2	Presentation slides dated November 15, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. BANCORP
By:	/s/ Lee R. Mitau
	Lee R. Mitau
	Executive Vice President, General Counsel and Corporate Secretary

Date: November 15, 2010

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated November 15, 2010.
99.2	Presentation slides dated November 15, 2010.

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EX-99.1

Exhibit 99.1

	News Release
	Contact:	Steve Dale, Media Relations (612) 303-0784 Judy Murphy, Investor Relations (612) 303-0783

U.S. BANK EXPANDS CORPORATE TRUST BUSINESS

Announces Agreement to Acquire Securitization Trust Administration Businesses from
Bank of America, N.A.

MINNEAPOLIS (Nov. 15, 2010) — U.S. Bancorp (NYSE: USB) announced today that its lead bank, U.S. Bank, National Association, has entered into a definitive agreement to purchase the domestic and European-based securitization trust administration businesses of Bank of America, N.A.

“This transaction not only affirms U.S. Bank as a leader in the corporate trust industry, it strengthens its strong positions in collateralized debt obligations and commercial and residential mortgage-backed securitizations,” said Terrance Dolan, vice chairman of Wealth Management and Securities Services at U.S. Bancorp. “The transaction also establishes a U.S. Bank Corporate Trust Services presence in Europe with offices in Ireland and London, England, while significantly enhancing the U.S. Bank corporate trust presence in Chicago.”

As a result of this transaction, U.S. Bank Corporate Trust Services will acquire approximately 2,153 active securitization and related transactions, more than 2.4 million residential mortgage files and 84,000 commercial files, and $1.1 trillion in assets under administration. Additionally, the transaction is expected to provide U.S. Bank with over $10 billion of deposits.

“U.S. Bank is committed to providing its new customers with the same high level of quality services that current U.S. Bank Corporate Trust customers have come to expect,” said Bryan Calder, president of Corporate Trust Services at U.S. Bank. “U.S. Bank has a history of successful corporate trust acquisitions, having completed 18 acquisitions over the past 20 years, and the company is committed to ensuring a smooth transition. Conversion and integration risks are minimized since U.S. Bank and Bank of America utilize similar technology platforms and employ many of the same key vendors.”

After conversion, the acquired U.S. and European trust businesses will operate under the U.S. Bank trade name. The transaction is expected to close in December 2010, subject to regulatory approval.

Currently, U.S. Bank has 48 corporate trust offices across the country and offers a complete line of trust services. U.S. Bank provides trustee, calculation agent and custodial services for mortgage-backed, asset-backed and CDO securitizations. U.S. Bank also serves as trustee and paying agent for the issuance of taxable and non-taxable securities, money market paying agent services and escrow services. U.S. Bank Corporate Trust Services is one of the highest ranked trustees in the areas of tax-exempt debt and new corporate bond issuances.

Additional information regarding this transaction is included in a brief presentation posted on the U.S. Bank website. To access the presentation, go to www.usbank.com and click on “About U.S. Bank.” The link to the presentation can be found in the Investor Relations section of the website under both “Press Releases” and “Webcasts and Presentations.”

U.S. Bank expands corporate trust business

U.S. Bancorp, with $291 billion in assets as of Sept. 30, 2010, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. The company operates 3,013 banking offices in 24 states and 5,323 ATMs and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. Visit U.S. Bancorp on the web at www.usbank.com.

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Forward-looking Statements

The following information appears in accordance with the Private Securities Litigation Reform Act of 1995:

This press release 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 made. 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. Global and domestic economies could fail to recover from the recent economic downturn or could experience another severe contraction, which could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which could reduce the availability of funding to certain financial institutions and lead to a tightening of credit, a reduction of business activity, and increased market volatility. Stress in the commercial real estate markets, as well as a delay or failure of recovery in the residential real estate markets, could cause additional credit losses and deterioration in asset values. In addition, U.S. Bancorp’s business and financial performance is likely to be impacted by effects of recently enacted and future legislation and regulation. U.S. Bancorp’s results could also be adversely affected by continued deterioration in general business and economic conditions; changes in interest 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 securities held in its investment securities portfolio; legal and regulatory developments; increased competition from both banks and non-banks; changes in customer behavior and preferences; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management’s ability to effectively manage credit risk, residual value risk, market risk, operational risk, interest rate risk and liquidity 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, 2009, on file with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Corporate Risk Profile” 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. Forward-looking statements speak only as of the date they are made, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

EX-99.2

Exhibit 99.2

Acquisition of Bank of America's Securitization Trust Administration Business November 15, 2010

2 Forward-looking Statements and Additional Information The following information appears in accordance with the Private Securities Litigation Reform Act of 1995: This presentation 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 made. 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. Global and domestic economies could fail to recover from the recent economic downturn or could experience another severe contraction, which could adversely affect U.S. Bancorp's revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which could reduce the availability of funding to certain financial institutions and lead to a tightening of credit, a reduction of business activity, and increased market volatility. Stress in the commercial real estate markets, as well as a delay or failure of recovery in the residential real estate markets, could cause additional credit losses and deterioration in asset values. In addition, U.S. Bancorp's business and financial performance is likely to be impacted by effects of recently enacted and future legislation and regulation. U.S. Bancorp's results could also be adversely affected by continued deterioration in general business and economic conditions; changes in interest 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 securities held in its investment securities portfolio; legal and regulatory developments; increased competition from both banks and non-banks; changes in customer behavior and preferences; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management's ability to effectively manage credit risk, residual value risk, market risk, operational risk, interest rate risk and liquidity 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, 2009, on file with the Securities and Exchange Commission, including the sections entitled "Risk Factors" and "Corporate Risk Profile" 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. Forward-looking statements speak only as of the date they are made, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

Transaction Summary Acquisition of Bank of America's U.S and European CDO, CMBS, RMBS and ABS Securitization Trust Administration Business Solidifies U.S. Bank as a top tier provider of corporate trust services Adds revenues of more than $100 million and deposits of more than $10 billion Purchase agreement includes standard indemnifications and representations In this transaction, U.S. Bank is only acquiring relationships that include agreement terms that provide standard protections to the trustee Cash purchase price of up to $35 million One-time merger expenses are anticipated to be $40 to $45 million Acquisition is expected to significantly exceed U.S. Bancorp's internal financial hurdles Minimal impact on Tier 1 Common ratio Anticipated to be accretive to GAAP EPS and cash EPS post conversion in 2012 Subject to certain regulatory approvals

Strategic Rationale Opportunity to increase U.S. structured finance trust business pro-forma ranking to #1 with market share increasing from 18.1% to 30.0% (1/1/05 through 10/27/10) Strong complement to existing U.S. Bank Corporate Trust business Cost take-outs result from leveraging existing platforms and scale As capital markets strengthen, U.S. Bank Corporate Trust will be well positioned with new/expanded client relationships and the addition of experienced personnel Provides an entry point in Europe with offices in Ireland and London, England to expand the distribution and product offerings of U.S. Bank Corporate Trust

Enhances Current Market Position Acquisition improves U.S. Bank's market position within the U.S. structured finance trust business Complements U.S. Bank's current market position in U.S. corporate and municipal trust business

Added Scale U.S. Bank Bank of America Combined Client Issuances 112,797 2,153 114,950 Assets under Administration $2.9 trillion $1.1 trillion $4.0 trillion Deposits $24.0 billion $10.5 billion $34.5 billion Document Custody Files 6.0 million files 2.5 million files 8.5 million files U.S. Office Locations 48 2 50 International Locations 1 2 3

U.S. Bank Corporate Trust Services 1 2 4 5 Revenue 54.06 37.14 5 4 Trustee Paying Agent Escrow Agent Document Custody 2011 revenue forecast Revenue by Business Segment Successful Growth Through Acquisition Municipal, Corporate & Escrow 54% Structured 37% Document Custody Services 5% Default 4% Bank of America (Global CDO, CMBS and Projected RMBS Securitization Trust Administration Business) 4Q 2010 First Citizens Bank (Municipal Trust) 3Q 2009 AmeriServ (Corporate Trust) 2Q 2009 LaSalle (Municipal Trust) 4Q 2006 SunTrust (Corporate & Municipal Trust) 3Q 2006 Wachovia (Corporate Trust & Custody) 4Q 2005 National City Bank (Corporate Trust) 2Q 2004 State Street (Corporate Trust) 4Q 2002 First Security Investor Reporting (Tax & Bond Admin) 2Q 2002 Firstar Corporation 1Q 2001 Fleet Bank (Document Custody Services) 1Q 1999 Reliance Trust Company (Corporate Trust) 1Q 1999 Comerica (Corporate Trust) 1Q 1997 FirsTier Bank 1Q 1996 Bank of America (Corporate Trust) 2Q 1995 Morgan Guaranty Trust (Corporate Trust) 3Q 1994 U.S. Bank (Corporate Trust) (Prior to FBS/USB merger) 1Q 1993 Bankers Trust Company of California, N.A. 3Q 1992

Role of the Trustee in MBS What is a mortgage backed security? A mortgage backed security is a security on which the payments are derived from the cash flow generated by a pool of mortgages The Servicer collects payments on the loans and sends the funds to the Trustee The Trustee then distributes these funds to the security investors following priorities specified by the transaction documents Servicer role and responsibilities The Servicer is appointed in the transaction document to collect payments on the loans and maintain loan level detail for the investors The Servicer is responsible for enforcing the terms of each mortgage loan, including declaring default and foreclosing on the property, and has the ability to modify terms within limitations specified by the transaction documents Trustee role and responsibilities The Trustee: Performs administrative functions for the transaction such as maintaining bank accounts and holder records, receiving payments from servicers, and distributing funds and reports to investors as directed The Trustee does not : Initiate, and has no authority over, the foreclosure process Under standard trust agreements, have any duty to investigate on its own for the purpose of detecting defaults, fraud, or other breaches by the servicer; but will do so on behalf of the investors if given authority per terms established by the documents

Transaction Timeline November 2010 Announce Acquisition December 2010 Acquisition Close 3Q 2011 Acquisition Conversion Conversion schedule designed to: Maximize customer retention Build on integration experience and successful execution of 18 trust business transactions over the past 20 years