Item 8.01 Other Events.
On May 11, 2009, U.S. Bancorp entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as representatives of the several underwriters named therein, pursuant to which U.S. Bancorp agreed to issue and sell 139,000,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $18.00 per share in an underwritten public offering (the "Offering"). As part of the Offering, U.S. Bancorp has granted the underwriters a 30-day option to purchase up to an additional 20,850,000 shares of Common Stock.
The Offering is only being made under a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission pursuant to U.S. Bancorp's automatic shelf registration statement on Form S-3 (Registration No. 333-150298).
The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

1.1 Underwriting Agreement, dated as of May 11, 2009, among U.S. Bancorp and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as managers of the underwriters named therein. 5.1 Opinion of Sullivan & Cromwell LLP. 23.1 Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). 23.2 Consent of Lee R. Mitau, Executive Vice President, General Counsel and Corporate Secretary of U.S. Bancorp (included as part of Exhibit 5.1).

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