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):   March 11, 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 8.01 Other Events.

On March 11, 2015, U.S. Bancorp announced that the Board of Governors of the Federal Reserve System did not object to the capital distribution plan included in U.S. Bancorp’s 2015 capital plan submitted as part of its 2015 Comprehensive Capital Analysis and Review. As a result of this non-objection, U.S. Bancorp expects to recommend in June that its board of directors approve an increase in the annual dividend rate on U.S. Bancorp common stock to $1.02, or $0.255 on a quarterly basis, beginning with the second quarter dividend payable in July 2015. U.S. Bancorp also announced that the board of directors has approved a five-quarter authorization to repurchase up to $3.022 billion of its outstanding common stock beginning on April 1, 2015. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated March 11, 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
          
March 11, 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 March 11, 2015


     
 

   
News Release
Contact:  
Sean O’Connor, Investor Relations
(612) 303-0778
Dana Ripley, Corporate Communications
(612) 303-3167

U.S. Bancorp Receives Results of Comprehensive Capital Analysis and Review; Federal Reserve Did
Not Object to Company’s Capital Distribution Plan

Company Announces Proposed Quarterly Common Stock Dividend Increase and Authorizes New $3.022
Billion Share Repurchase Program

MINNEAPOLIS (March 11, 2015) — Today the Federal Reserve disclosed the results of the 2015 Comprehensive Capital Analysis and Review (“CCAR”). After a review of the Company’s CCAR results, the Federal Reserve did not object to the Company’s plan to increase its capital distributions over the next five fiscal quarters. The Federal Reserve’s CCAR disclosure included its estimate of U.S. Bancorp’s minimum capital ratios for the period from the fourth quarter of 2014 through the fourth quarter of 2016 under the Supervisory Severely Adverse Scenario and the Supervisory Adverse Scenario, including the dividends and buybacks proposed by the Company under the more likely base case scenario.

As a result of the Federal Reserve’s non-objection to U.S. Bancorp’s plan to increase its dividend rate, the Company will recommend in June that its board of directors approve an increase to the annual dividend rate beginning with the second quarter dividend payable in July 2015. The Company expects to recommend a second quarter dividend of $0.255 per common share, a 4.1 percent increase over the current dividend rate. At this quarterly dividend rate, the annual dividend will be equivalent to $1.02 per common share.

Additionally, the board of directors of U.S. Bancorp has approved a five-quarter authorization to repurchase up to $3.022 billion of its outstanding stock, beginning on April 1, 2015, to replace the current authorization, which expires on March 31, 2015. U.S. Bancorp’s common stock may be repurchased through June 2016 in the open market or in privately negotiated transactions. The acquired common shares will be held as treasury shares and may be reissued for various corporate purposes.

“We are very pleased to receive the Federal Reserve’s non-objection to our plan to increase our dividends and authorize a new share repurchase program,” said Richard K. Davis, chairman, president, and chief executive officer of U.S. Bancorp. “Our Company’s ability to generate capital, even under extraordinarily adverse economic conditions, is well proven by the results of this year’s CCAR. Our goal is to return 60 to 80 percent of our earnings each year to shareholders through dividends and share buybacks, and our planned capital actions will allow us to, once again, achieve that goal in 2015.”

Minneapolis-based U.S. Bancorp (NYSE:USB), with $403 billion in assets as of Dec. 31, 2014, is the parent company of U.S. Bank National Association, the fifth largest commercial bank in the United States. The company operates 3,176 banking offices in 25 states and 5,022 ATMs and provides a comprehensive line of banking, investment, mortgage, trust and payment services products to consumers, businesses and institutions. Visit U.S. Bancorp on the web at www.usbank.com.

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 hereof. The forward-looking statements contained in this press release include, among other things, anticipated future U.S. Bancorp capital distributions by dividends and stock repurchases. There can be no assurance that U.S. Bancorp will distribute this or any amount of capital to its shareholders in the future in the form of dividends or share repurchases.

Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. A reversal or slowing of the current economic recovery or another severe contraction 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 downturn in the residential real estate markets could cause credit losses and deterioration in asset values. In addition, U.S. Bancorp’s business and financial performance is likely to be negatively impacted by recently enacted and future legislation and regulation. U.S. Bancorp’s results could also be adversely affected by 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; breaches in data security; 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, compliance risk, strategic risk, interest rate risk, liquidity risk and reputational 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, 2014, as amended, 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. However, factors other than these also could adversely affect U.S. Bancorp’s results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

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