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 20, 2015

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 20, 2015, U.S. Bancorp (the "Company") and U.S. Bank National Association, its principal banking subsidiary, announced the promotion of Andrew Cecere, 54, formerly the Company’s Vice Chairman and Chief Financial Officer, to the position of Vice Chairman and Chief Operating Officer, and also announced the promotion of Kathleen Ashcraft Rogers, 49, formerly the Company’s Executive Vice President, Business Line Planning and Reporting, to the position of Vice Chairman and Chief Financial Officer, each effective immediately.

In connection with their promotions, Mr. Cecere and Ms. Rogers will receive increases in their base salaries to annualized base salaries of $750,000 and $475,000, respectively. Mr. Cecere and Ms. Rogers will be eligible to receive annual cash incentive awards with a target value of 150% and 125% of their base salaries, respectively. Mr. Cecere and Ms. Rogers will receive their annual long-term equity awards, valued at $5,000,000 and $1,000,000, respectively, as of the grant date of February 19, 2015, which will be granted 75% in the form of performance-based restricted stock units and 25% in the form of nonqualified stock options. Additional information about the Company’s executive compensation program can be found in the Company’s 2014 proxy statement.

Mr. Cecere and Ms. Rogers and certain of their respective family members have engaged in lending and other ordinary banking transactions with our banking subsidiaries. All loans and loan commitments and any transactions involving other financial products and services in connection with 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 20, 2015, announcing the promotions of Mr. Cecere and Ms. Rogers 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.

(d) Exhibits.
99.1 Press release dated January 20, 2015.

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 20, 2015	By:	/s/ James L. Chosy
		Name: James L. Chosy
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 20, 2015.

EX-99.1

News Release Contacts:
Dana E. Ripley Media (612) 303-3167	Sean O’Connor Investors/Analysts (612) 303-0778

U.S. Bank Promotes Andrew Cecere to Chief Operating Officer and
Kathy Ashcraft Rogers to Chief Financial Officer

MINNEAPOLIS – Jan. 20, 2015 – U.S. Bank (NYSE: USB), the fifth largest bank in the United States, announced today that Andrew Cecere, currently Vice Chairman and Chief Financial Officer (CFO), has been promoted to Vice Chairman and Chief Operating Officer (COO) and will be responsible for U.S. Bank’s core lines of business: Consumer and Small Business Banking, Wholesale Banking and Commercial Real Estate, Payment Services, and Wealth Management and Securities Services. Cecere will continue to report to Richard Davis, Chairman, President, and Chief Executive Officer, U.S. Bank.

“U.S. Bank believes in a comprehensive executive development process to ensure that our leadership team has the breadth and depth of experience required to execute on our plans to create value for customers and shareholders,” said Davis. “Andy has demonstrated tremendous leadership during his 30 years with U.S. Bank and we are confident in his ability to manage our businesses effectively and execute our customer-focused growth strategy. One of U.S. Bank’s core strengths is our continuity of executive leadership, which has been established through a carefully managed and time-tested process. Moving Andy into the COO role is an example of that thoughtful and deliberate process.”

Kathy Ashcraft Rogers, currently Executive Vice President, Business Line Planning & Reporting, will succeed Cecere as Vice Chairman and Chief Financial Officer. Rogers has been with U.S. Bank for 28 years and has served in a variety of leadership roles within the Finance organization. She will report to Davis and join the Managing Committee, which consists of the 14 most senior leaders at U.S. Bank.

Kate Quinn, Executive Vice President of Strategy and Corporate Affairs, U.S. Bank, has also been promoted and will join the Managing Committee and report to Davis.

“U.S. Bank creates value for its customers and shareholders by developing and leveraging its internal executive talent, which is highlighted by tenure, stability, and a commitment to preserving U.S. Bank’s exceptional track record of financial performance,” Davis said. “We are fortunate to have talented leaders, such as Kathy and Kate, to promote from within and join our Managing Committee. They will play critical roles as we execute on our vision for the future of U.S. Bank.”

Cecere has been with U.S. Bank since 1985. He has served as Vice Chairman and CFO since 2007. Prior to that, he served as Vice Chairman of Wealth Management and Securities Services. He received his MBA from the Carlson School of Business at the University of Minnesota and a bachelor’s degree in business administration and finance from the University of St. Thomas.

Rogers has been with U.S. Bank since 1987. Rogers has been responsible for Business Line Planning & Reporting, including the stress testing process for U.S. Bank with the Federal Reserve Board, since 1998. She is a graduate of Ohio State University.

Quinn joined U.S. Bank in September 2013 and is responsible for Strategy, Marketing, Government Relations, Customer Experience, Analytics, Corporate Communications, Community Affairs, and the U.S. Bank Foundation.

About U.S. Bank

U.S. Bancorp (NYSE: USB), with $391 billion in assets as of September 30, 2014, is the parent company of U.S. Bank National Association, the 5th largest commercial bank in the United States. The Company operates 3,177 banking offices in 25 states and 5,026 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 usbank.com.

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