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): December 11, 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 December 11, 2007, U.S. Bancorp’s board of directors announced that Richard K. Davis has been elected as chairman, replacing Jerry A. Grundhofer. Mr. Davis, who will continue as president and chief executive officer of U.S. Bancorp, officially assumed on December 11, 2007, the additional responsibilities of chairman of the board. Mr. Grundhofer retired from the board of directors of U.S. Bancorp on December 11, 2007, and will now assume the title of chairman emeritus.

A copy of the press release issued by U.S. Bancorp on December 11, 2007, making this announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated December 11, 2007.

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
December 11, 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 December 11, 2007.

EX-99.1

News Release

CONTACT:

Steve Dale (Media)

(612) 303-0784

Judith T. Murphy (Analysts)

(612) 303-0783

U.S. BANCORP ELECTS RICHARD DAVIS AS CHAIRMAN
AND ANNOUNCES COMMON STOCK DIVIDEND INCREASE

MINNEAPOLIS (Dec. 11, 2007) – U.S. Bancorp’s (NYSE: USB) board of directors announced today that Richard K. Davis has been elected as chairman, replacing the retiring Jerry A. Grundhofer. Davis, 49, who will continue as president and chief executive officer of U.S. Bancorp, officially assumes today the additional responsibilities of chairman of the board.

Davis, who has more than 31 years of experience in the banking industry, succeeded Grundhofer as chief executive officer of U.S. Bancorp on December 12, 2006. Davis has been president of U.S. Bancorp since October 2004, and has held a variety of senior management positions since joining the company in 1993, including head of consumer and commercial banking from 2003 to 2004, and head of consumer banking from 1993 to 2003. Prior to joining U.S. Bancorp, Davis was executive vice president of Bank of America and of Security Pacific. He earned a bachelor’s degree in economics from California State University Fullerton.

Grundhofer, 63, retired today from the board of directors of U.S. Bancorp, and will now assume the title of chairman emeritus.

U.S. Bancorp’s board of directors also today approved a 6.25 percent increase in the dividend rate on U.S. Bancorp common stock to $1.70 on an annualized basis, or $0.425 on a quarterly basis. The board declared a quarterly common stock dividend of $0.425 per common share payable on January 15, 2008, to shareholders of record at the close of business on December 31, 2007.

U.S. Bancorp, through its predecessor companies, has increased its annual common share dividend rate in each of the past 36 years and will have paid a dividend for 145 consecutive years as of January 15, 2008. Prior to this announced increase, U.S. Bancorp’s dividend on an annualized basis was $1.60, or $0.40 on a quarterly basis.

The board of directors has also declared a regular quarterly dividend of $373.27 per share (equivalent to $0.37327 per depositary share) on U.S. Bancorp’s Series B Non-Cumulative Perpetual Preferred Stock, payable January 15, 2008, to stockholders of record at the close of business on December 31, 2007.

U.S. Bancorp, with $228 billion in assets, is the parent company of U.S. Bank, the 6th largest commercial bank in the United States. The company operates 2,512 banking offices and 4,870 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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