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
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Date of Report (Date of Earliest Event Reported):
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March 11, 2015
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U.S. Bancorp
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(Exact name of registrant as specified in its charter)
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Delaware
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1-6880
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41-0255900
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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800 Nicollet Mall, Minneapolis, Minnesota
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55402
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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651-466-3000
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Not Applicable
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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.
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U.S. Bancorp
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March 11, 2015
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By:
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/s/ James L. Chosy
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Name: James L. Chosy
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Title: Executive Vice President, General Counsel and Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated March 11, 2015
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News Release |
Contact:
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Sean OConnor, 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 Companys 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 Companys CCAR results,
the Federal Reserve did not object to the Companys plan to increase its capital distributions over
the next five fiscal quarters. The Federal Reserves CCAR disclosure included its estimate of U.S.
Bancorps 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 Reserves non-objection to U.S. Bancorps 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. Bancorps 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 Reserves 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 Companys ability to generate
capital, even under extraordinarily adverse economic conditions, is well proven by the results of
this years 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. Bancorps
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. Bancorps business and financial performance is likely to be negatively impacted
by recently enacted and future legislation and regulation. U.S. Bancorps 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 managements 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. Bancorps 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. Bancorps
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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