US BANCORP \DE\ — Capital/Financing Update 2006

Aug 23, 2006

FWP 1 c08031fwp.htm FREE WRITING PROSPECTUS fwp PAGEBREAK

Filed under Rule 433 File Nos. 333-124535 333-124535-03

Term Sheet

Issuer:	USB Capital XI
Guarantor:	U.S. Bancorp (Ticker: USB)
Size:	$700 million (28 million trust preferred securities)
Overallotment Option:	4.2 million trust preferred securities
Expected Ratings:	A1 /A /A+ (Moody’s / S&P / Fitch)
Maturity Date:	September 15, 2066 (60NC5)
Coupon/Distribution Rate:	6.60% per annum
1st Coupon/Distribution:	12/15/2006 and quarterly thereafter
Redemption:	On or after 9/15/2011 at $25 per trust preferred security
plus accrued and unpaid distributions
Liquidation Amount / Par:	$25 per trust preferred security
Trade Date:	8/23/2006
Settle:	8/30/2006 (T+5)
Expected Listing:	NYSE
Public Offering Price:	$25 per trust preferred security
Net Proceeds (before
expenses) to Issuer:	$677,950,000, subject to an increase of $0.2875 per trust preferred security for sales of more than
20,000 trust preferred securities to a single purchaser
Structuring Advisor and
Joint Book-runner:	Merrill Lynch & Co.
Joint Book-runners:	Citigroup and Morgan Stanley
Sr. Co-Managers:	A.G. Edwards & Sons, RBC Dain Rauscher, UBS Investment
Bank, Wachovia Securities
Jr. Co-Managers:	Banc of America Securities LLC, Bear, Stearns & Co. Inc.,
Charles Schwab, Credit Suisse, Goldman, Sachs & Co., Lehman
Brothers, Stifel Nicolaus
CUSIP/ISIN:	903300200/ US9033002000

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 (i) Citigroup toll-free 1-877-858-5407, (ii) Merrill Lynch & Co. toll-free 1-866-500-5408, or (iii) Morgan Stanley toll-free 1-866-718-1659.