fwp
 

Filed under Rule 433
File No. 333-124535
Final Term Sheet
     
Issuer:
  U.S. Bancorp (Ticker: USB)
 
   
Security:
  Depositary shares each representing 1/1,000th interest in a Share of Series B Non-Cumulative Perpetual Preferred Stock
 
   
Size:
  40,000,000 depositary shares
 
   
Maturity:
  Perpetual
 
   
Expected Ratings:
  A1/A/A+ (Moody’s / S&P / Fitch)
 
   
Dividend Rate
(Non-Cumulative):
  At a rate per annum equal to the greater of (1) .60% above three-month LIBOR on the related LIBOR determination date or (2) 3.50%.
 
   
Dividend Payment
Date:
  15th day of January, April, July and October of each year, commencing on July 15, 2006
 
   
Redemption:
  On or after April 15, 2011 (subject to certain limitations described in the prospectus supplement)
 
   
Trade Date:
  3/22/2006
 
   
Settle:
  3/27/2006 (T+3)
 
   
Public Offering
Price:
  $25.00 per depositary share
 
   
Net Proceeds (before expenses) to Issuer:
  $990,000,000
 
   
Joint-Leads:
  Merrill Lynch & Co., Morgan Stanley
 
   
CUSIP:
  902973 15 5
This communication is intended for the sole use of the person to whom it is provided by us.
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649 (institutional investors) or 1-800-584-6837 (retail investors).