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): January 19, 2007

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

Delaware	1-6880	41-0255900
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2007, U.S. Bancorp’s board of directors elected Andrew Cecere to succeed David M. Moffett as the company’s vice chairman and chief financial officer effective February 27, 2007. Mr. Moffett will be retiring as chief financial officer on that date.

Mr. Moffett has entered into a non-executive employment agreement with the company pursuant to which he will provide services to the company as special advisor to the chief executive officer of the company for a period of up to one year following his retirement as chief financial officer. Under this agreement, Mr. Moffett will receive a base salary of $240,000 per year with no eligibility for any bonus or long-term incentive awards. His existing option and restricted share grants will continue to vest and remain outstanding consistent with their terms during the term of the agreement, but effective upon the date of his retirement, his Executive Severance Agreement will be relinquished, terminating his change in control benefit s. The agreement also contains a non-compete obligation for Mr. Moffett for a one-year period.

Mr. Cecere and certain of his family members have engaged in lending and other ordinary banking transactions with our banking subsidiaries. All of these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others and did not involve more than the normal risk of collectibility or present other unfavorable features.

A copy of the press release issued by the Company on January 19, 2007, making this announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURES

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
January 19, 2007	By:	Lee R. Mitau
		Name: Lee R. Mitau
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 19, 2007.

EX-99.1

News Release

CONTACT:

Steve Dale (Media)

(612) 303-0784

Judy Murphy (Analysts)

(612) 303-0783

ANDREW CECERE NAMED U.S. BANCORP CHIEF FINANCIAL OFFICER
David Moffett announces his retirement

MINNEAPOLIS (Jan. 19, 2007) — U.S. Bancorp (NYSE: USB) announced today that Andrew Cecere will succeed David M. Moffett as vice chairman and chief financial officer (CFO), effective February 27, 2007. Moffett, who plans to retire, will remain with the organization in an advisory role to Richard K. Davis, president and chief executive officer of U.S. Bancorp, for up to one year. Moffett’s retirement will follow directly upon the filing of the company’s annual report on Form 10-K for 2006, which he will sign, along with the associated certifications.

Cecere, 46, is currently vice chairman of wealth management for U.S. Bancorp, and has been in that position since February, 2001. Before that, he served as CFO of U.S. Bancorp before its merger with Firstar Corporation in 2001. Cecere has been with the company since 1985.

“I want to extend my thanks to David for his many years of devoted service as CFO. He has made enormous contributions to U.S. Bancorp and I’ve enjoyed working with him for the past 13 years. All of us at U.S. Bank wish him well in retirement,” said Davis.

“Andy and I have worked together for the past six years,” continued Davis. “He is a great business leader in addition to having outstanding financial skills and excellent judgment. His history with this organization and his impressive track record in his past positions with U.S. Bancorp make Andy the right person to help move the company forward.”

Moffett, 54, who has served as CFO of U.S. Bancorp and its predecessor companies since 1993, commented, “I turn age 55 on February 22 and I am looking forward to retirement. Simply put, I feel that this is the right time for me and the company. This is a great organization, well positioned for the future, and Andy will do a great job as CFO,” said Moffett. “I am confident that I am leaving the bank in the best of hands.”

Cecere earned his MBA in finance from the University of Minnesota and a bachelor’s degree from the University of St. Thomas. He is a member of the board of directors of the Greater Twin Cities United Way, Capital City Partnership, Fair Isaac Corporation and DeCare International. He is also on the board of overseers of the Carlson School of Management at the University of Minnesota. Cecere is married with one child.

U.S. Bancorp (NYSE: USB), with $219 billion in assets, is the 6th largest financial holding company in the United States. The company operates 2,472 banking offices and 4,841 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.

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