8-K

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): January 31, 2007

U.S. BANCORP
(Exact name of registrant as specified in its charter)

1-6880
(Commission File Number)

DELAWARE	41-0255900
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification Number)

800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)

(651) 466-3000
(Registrant’s telephone number, including area code)

(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:

o            Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On January 31, 2007, U.S. Bancorp, a Delaware corporation (the “Company”), issued a news release announcing that it had priced a private placement of $3 billion aggregate principal amount of its floating rate convertible senior debentures due 2037 (the “Convertible Debentures”). The initial purchaser of the Convertible Debentures also has an option to purchase up to an additional $450 million aggregate principal amount of the Convertible Debentures within 21 days solely to cover overallotments. The sale of the Convertible Debentures closed on February 6, 2007. The Convertible Debentures were issued to the initial purchaser pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and will be resold by the initial purchaser to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act. The initial purchaser will receive aggregate purchase discounts or commissions of $22.5 million ($28.875 million if the overallotment option is exercised in full).

The Convertible Debentures bear interest at an annual rate equal to three-month LIBOR, reset quarterly, minus 1.75%; provided that such rate will never be less than zero percent per annum. Interest on the Convertible Debentures is payable quarterly in arrears on February 6, May 6, August 6 and November 6 of each year, beginning May 6, 2007, until February 6, 2032. After that date, interest will cease to be paid and holders will instead receive the accreted principal amount of a Convertible Debenture, which will be equal to the original principal amount of $1,000 per Convertible Debenture, increased daily by a variable yield beginning on February 7, 2032.

All or any portion of the Convertible Debentures may be converted at any time on or prior to February 6, 2037. If converted, holders of the Convertible Debentures will receive cash up to the principal amount of a Convertible Debenture and, if the market price of the Company’s common stock exceeds the conversion price in effect on the conversion date, holders will also receive a number of shares of Company common stock per Convertible Debenture as determined pursuant to a specified formula, subject to the Company’s option to cash settle all or some of its delivery obligations. The Convertible Debentures have an initial conversion rate of 24.4260, representing an initial conversion premium of approximately 15% over the Company’s closing common stock price on January 31, 2007 of $35.60 per share. Accordingly, unless and until the market price of the Company’s common stock exceeds the conversion price in effect on the conversion date, holders of the Convertible Debentures will not be entitled to receive any shares of the Company’s common stock upon conversion.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

99.1News Release of the Company, dated January 31, 2007, announcing the pricing of a private placement of $3 billion aggregate principal amount of Convertible Debentures.

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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.

Date:   February 6, 2007

U.S. BANCORP
By:	/s/ Lee R. Mitau
Name:	Lee R. Mitau
Title:	Executive Vice President, Secretary and General Counsel

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INDEX TO EXHIBITS

Exhibit No.
99.1	News Release of the Company, dated January 31, 2007, announcing the pricing of a private placement of $3 billion aggregate principal amount of Convertible Debentures.

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EX-99.1

Exhibit 99.1

CONTACT

Steve Dale (Media)
(612) 303-0784
Judy Murphy (Analysts)
(612) 303-0783

U.S. BANCORP ANNOUNCES AGREEMENT TO SELL $3.0 BILLION OF
CONVERTIBLE SENIOR DEBENTURES DUE 2037

MINNEAPOLIS (January 31, 2007) — U.S. Bancorp (NYSE: USB) today announced that it priced a private placement of $3 billion aggregate principal amount of its floating rate convertible senior debentures due 2037 (the “convertible debentures”). The convertible debentures will bear interest at a floating rate equal to three-month LIBOR minus 1.75 percent, payable quarterly in arrears. The convertible debentures have an initial conversion rate representing a 15 percent premium over U.S. Bancorp’s closing common stock price on January 31, 2007 of $35.60 per share. U.S. Bancorp has granted the initial purchasers a 21-day option to purchase an additional $450 million of the convertible debentures.

U.S. Bancorp will use a portion of the net proceeds from this offering to fund repurchases of up to 14 million shares of its common stock simultaneously with this offering and expects to use the remainder for general corporate purposes.

If converted, holders of the convertible debentures will receive cash up to the principal amount of a debenture and, if the market price of U.S. Bancorp common stock exceeds the conversion price in effect on the conversion date, holders will also receive a number of shares of U.S. Bancorp common stock per convertible debenture as determined pursuant to a specified formula, subject to U.S. Bancorp’s option to cash settle all or some of its delivery obligations.

U.S. Bancorp may redeem all or some of the convertible debentures for cash at any time on or after February 6, 2008, at 100 percent of their principal amount plus accrued and unpaid interest, if any, to but not including the redemption date. On each of February 6, 2008, 2009, 2012, 2017, 2022, 2027 and 2032, or upon the occurrence of a change in control, the holders of the convertible debentures may require U.S. Bancorp to repurchase the convertible debentures for cash at a price equal to 100 percent of the principal amount of the debentures submitted for repurchase, plus accrued and unpaid interest, if any, to but not including the repurchase date.

The offering is being made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.  This announcement is neither an offer to sell nor the solicitation of an offer to buy the convertible debentures or the shares issuable upon conversion and shall not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

Neither the convertible debentures nor the shares issuable upon conversion have been registered under the Securities Act or any state securities laws, and until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from the registration requirements of the Securities Act.

Minneapolis-based U.S. Bancorp, with $219 billion in assets, is the 6th largest financial holding company in the United States. The company operates 2,472 banking offices and 4,841 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp at www.usbank.com.

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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. These statements often include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,”

“intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future plans and prospects of the Company. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including changes in general business and economic conditions, changes in interest rates, legal and regulatory developments, increased competition from both banks and non-banks, changes in customer behavior and preferences, effects of mergers and acquisitions and related integration, and effects of critical accounting policies and judgments. For discussion of these and other risks that may cause actual results to differ from expectations, refer to our Annual Report on Form 10-K for the year ended December 31, 2005, on file with the SEC, for example the sections entitled “Risk Factors” and “Corporate Risk Profile.” Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.