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 3, 2008

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 8.01 Other Events.

On November 3, 2008, U.S. Bancorp announced that it has received preliminary approval from the U.S. Department of the Treasury to participate in the Treasury’s Capital Purchase Program. Upon execution of definitive agreements, the Treasury will purchase from U.S. Bancorp $6.6 billion of senior preferred stock and warrants to purchase common stock.

A press release announcing the preliminary approval for participation in the Capital Purchase Program is attached to this report as Exhibit 99.1 and is incorporated herein by reference.



"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995.
This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These statements often include the words "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "po tentially," "probably," "projects," "outlook" or similar expressions. 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, including continued deterioration in general business and economic conditions and in the financial markets; changes in interest rates; deterioration in the credit quality of our loan portfolios or in the value of the collateral securing those loans; deterioration in the value of securities held in our 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 man age credit risk, market risk, operational risk, legal risk, and regulatory and compliance risk. A continuation of the recent turbulence in significant portions of the global financial markets, particularly if it worsens, could impact our performance, both directly by affecting our revenues and the value of our assets and liabilities, and indirectly by affecting our counterparties and the economy generally. Dramatic declines in the housing market in the past year have resulted in significant write-downs of asset values by financial institutions. Concerns about the stability of the financial markets generally have reduced the availability of funding to certain financial institutions, leading to a tightening of credit, reduction of business activity, and increased market volatility. There can be no assurance that the Emergency Economic Stabilization Act of 2008, the actions taken by the U.S. Treasury Department thereunder, or any other governmental program will help to stabilize the U.S. financial system or alleviate the industry or economic factors that may adversely impact our business. In addition, our business and financial performance could be impacted as the financial industry restructures in the current environment, by changes in the creditworthiness and performance of our counterparties, by changes in the competitive landscape, and by increased regulation or other adverse effects of recently enacted legislation and FDIC actions.

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, 2007, on file with the Securities and Exchange Commission, including the sections entitled "Risk Factors" and "Corporate Risk Profile," 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 n o obligation to update them in light of new information or future events.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated November 3, 2008

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
November 4, 2008	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 November 3, 2008.

EX-99.1

800 Nicollet Mall
Minneapolis, MN 55402 News Release

Contact:
Judith T. Murphy Investor Relations (612) 303-0783	Steve Dale Media Relations (612) 303-0784

U.S. BANCORP TO PARTICIPATE IN
U.S. TREASURY CAPITAL PURCHASE PROGRAM

MINNEAPOLIS (November 3, 2008) — U.S. Bancorp (NYSE: USB) announced today that it has received preliminary approval from the U.S. Treasury Department for the sale of $6.6 billion of preferred stock and related warrants to the U.S. Treasury under the Capital Purchase Program of the Emergency Economic Stabilization Act of 2008.

Under the agreement, U.S. Bancorp will issue preferred stock to the U.S. Treasury at a rate of 5 percent per annum for five years. The rate will increase to 9 percent per annum thereafter if the preferred shares are not redeemed by the company. In addition to the preferred stock, the U.S. Treasury will receive 10-year warrants entitling the Treasury to purchase common stock of U.S. Bancorp with a value equal to 15 percent of the amount of the preferred stock issuance. The terms and conditions of the transaction will conform to those provided by the U.S. Treasury. Details of the terms, including certain restrictions on dividends and share repurchases, can be found on their website at http://treas.gov/initiatives/eesa.

“We fully support the efforts of the U.S. Treasury Department to stabilize the financial markets and increase the flow of credit to both consumers and businesses across the country. Over the past few weeks, we have been evaluating the U.S. Treasury’s Capital Purchase Program and the impact that the company’s participation in the program might have on our ability to serve our customers, support our communities and create long-term value for our shareholders,” said Richard K. Davis, chairman, president and CEO of U.S. Bancorp. “U.S. Bancorp is operating from a position of strength. During these uncertain times, the company has benefited from both a prudent approach to risk management and a diverse mix of businesses. Our capital position is solid. After careful consideration, we have concluded that the capital available through the Capital Purchase Program will augment our capacity to engage in increased lending activity and invest for future growth, and will enhance the company’s capability to assist in stimulating the United States economy.”

U.S. Bancorp’s Tier 1 capital ratio at September 30, 2008, was 8.5 percent, significantly above the well-capitalized regulatory requirement of 6 percent. Using risk-weighted assets as of September 30, 2008, the company’s Tier 1 capital ratio after the issuance of the $6.6 billion of preferred stock to the U.S. Treasury will be approximately 11.4 percent.

Minneapolis-based U.S. Bancorp (“USB”), with $247 billion in assets, is the parent company of U.S. Bank, the 6th largest commercial bank in the United States as of September 30, 2008. The company operates 2,556 banking offices and 4,903 ATMs in 24 states, 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 usbank.com.

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