Table of Contents
As
filed with the Securities and Exchange Commission on
March 9, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| U.S. Bancorp (Exact name of registrant as specified in its charter) |
Delaware (State or other jurisdiction of incorporation or organization) |
41-0255900 (I.R.S. Employer Identification No.) |
| 800 Nicollet Mall Minneapolis, Minnesota 55402-4302 (651) 466-3000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Lee R. Mitau, Esq. 800 Nicollet Mall Minneapolis, Minnesota 55402-4302 (651) 466-3000 (Name, address and telephone number, including area code, of agent for service) |
Copy to:
| James J. Barresi, Esq. Squire, Sanders & Dempsey L.L.P. 312 Walnut Street, Suite 3500 Cincinnati, Ohio 45202-4036 (513) 361-1200 |
||
Approximate date of commencement of proposed sale to the public: From time to time after
the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||||||||||||||||||||
| Amount | Maximum | Maximum | Amount of | |||||||||||||||||||
| Title of Each Class of | to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
| Securities to be Registered (1) | Registered | Per Unit | Offering Price | Fee | ||||||||||||||||||
Junior Subordinated Notes |
(2 | ) | $ | (2 | ) | $ | (2 | ) | $ | (2 | ) | |||||||||||
Debentures |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Stock Purchase Contracts |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Preferred Stock |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Guarantees of payment by U.S. Bancorp |
(2 | ) | (2 | ) (3) | (2 | ) (3) | (2 | ) | ||||||||||||||
Senior Notes |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Subordinated Notes |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Common Stock |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Depositary Shares |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||||||
Debt Warrants |
(2 | ) | (2 | ) (4) | (2 | ) (4) | (2 | ) | ||||||||||||||
Equity Warrants |
(2 | ) | (2 | ) (5) | (2 | ) (5) | (2 | ) | ||||||||||||||
Units |
(2 | ) | (2 | ) (6) | (2 | ) (6) | (2 | ) | ||||||||||||||
Total: |
$ | (2 | ) | |||||||||||||||||||
(footnotes on next page)
Table of Contents
| (1) | The securities of each class may be offered and sold by the Registrant and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from the Registrant, or from one or more underwriters, dealers or agents. | |
| (2) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis. | |
| (3) | Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees. | |
| (4) | Debt Warrants will represent rights to purchase debt securities registered hereby. Because the Debt Warrants will provide a right only to purchase the debt securities offered hereunder, no additional registration fee is required for the Debt Warrants. | |
| (5) | Equity Warrants will represent rights to purchase equity securities registered hereby. Because the Equity Warrants will provide a right only to purchase the equity securities offered hereunder, no additional registration fee is required for the Equity Warrants. | |
| (6) | Any registered securities may be sold separately or as Units with other registered securities. Units may consist of two or more securities in any combination, which may or may not be separable from one another. Each Unit will be issued under a unit agreement. Because Units will consist of securities registered hereunder, no additional registration fee is required for the Units. |
Table of Contents
PROSPECTUS
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000
U.S. Bancorp
Junior Subordinated Notes
Debentures
Stock Purchase Contracts
Preferred Stock
Guarantees
Senior Notes
Subordinated Notes
Common Stock
Depositary Shares
Debt Warrants
Equity Warrants
Units
The securities of each class may be offered and sold by us
and/or may be offered and sold, from time to time, by one or
more selling securityholders to be identified in the future. We
will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus
and the applicable prospectus supplement carefully before you
invest in the securities described in the applicable prospectus
supplement.
These securities will be our equity securities or unsecured
obligations and will not be savings accounts, deposits or other
obligations of any bank or nonbank subsidiary of ours and are
not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other government agency.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus may not be used to sell securities unless
accompanied by the applicable prospectus supplement.
The date of this prospectus is March 9, 2006.
TABLE OF CONTENTS
Prospectus
i
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The words “USB,” “Company,” “we,”
“our,” “ours” and “us” refer to
U.S. Bancorp and its subsidiaries, unless otherwise stated.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document that we file at the SEC’s public reference room at
100 F Street, N.E., Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. In addition, our SEC filings are available to the public
from the SEC’s web site at http://www.sec.gov. Our SEC
filings are also available at the offices of the New York Stock
Exchange. For further information on obtaining copies of our
public filings at the New York Stock Exchange, you should call
(212) 656-5060.
The SEC allows us to incorporate by reference the information we
file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be a part
of this prospectus, and later information that we file with the
SEC will automatically update and supersede this information. We
incorporate by reference the following documents listed below
and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until we or any underwriters
sell all of the securities:
| • | Annual Report on Form 10-K for the year ended December 31, 2005; and | |
| • | Current Reports on Form 8-K filed on January 17, 2006 (two reports) and February 1, 2006 (on Form 8-K/A). |
You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address:
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Investor Relations Department
(612) 303-0799 or (866) 775-9668
VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable prospectus
supplement, some legal matters will be passed upon for us by our
counsel, Squire, Sanders & Dempsey L.L.P., Cincinnati, Ohio.
Any underwriters will be represented by their own legal counsel.
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EXPERTS
Our financial statements as of December 31, 2005 and 2004
and for each of the three years in the period ended
December 31, 2005 and management’s assessment of the
effectiveness of internal control over financial reporting as of
December 31, 2005 incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the year
ended December 31, 2005 have been audited by Ernst &
Young LLP, independent registered public accounting firm, as
stated in their reports which are incorporated by reference in
this prospectus. Such financial statements and management’s
assessment are incorporated in reliance upon the reports of such
firm given on its authority as experts in accounting and
auditing.
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U.S. Bancorp
JUNIOR SUBORDINATED NOTES
DEBENTURES
STOCK PURCHASE CONTRACTS
PREFERRED STOCK
GUARANTEES
SENIOR NOTES
SUBORDINATED NOTES
COMMON STOCK
DEPOSITARY SHARES
DEBT WARRANTS
EQUITY WARRANTS
UNITS
PROSPECTUS
March 9, 2006.
Table of Contents
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this Registration Statement are as follows:
SEC Registration fee |
$ | (1 | ) | |
Accountant’s fees and expenses |
25,000 | |||
Attorneys’ fees and expenses |
300,000 | |||
Trustee and Depositary fees and expenses |
50,000 | |||
Printing and engraving expenses |
35,000 | |||
State qualification fees and expenses |
11,000 | |||
Rating agencies’ fees |
100,000 | |||
Miscellaneous |
50,000 | |||
TOTAL |
$ | 571,000 | (1)(2) |
| (1) | The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of any additional registration fee until the time the securities are sold under this Registration Statement pursuant to a prospectus supplement. | |
| (2) | Additional information regarding estimated expenses of issuance and distribution of each identified class of securities being registered will be provided at the time information as to such class is included in a prospectus supplement in accordance with Rule 430B. |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed provisions for
indemnification of directors and officers of Delaware corporations against expenses, judgments,
fines and settlements in connection with litigation.
Article Eighth of U.S. Bancorp’s Restated Certificate of Incorporation, as amended, provides
that a director will not be personally liable to U.S. Bancorp or its stockholders for monetary
damages for a breach of fiduciary duty as a director, except for liability (1) for any breach of
the director’s duty of loyalty to U.S. Bancorp or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the
Delaware statutory provision making directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions or (4) for any transaction for which the director derived an
improper personal benefit.
The bylaws of U.S. Bancorp provide that the officers and directors of U.S. Bancorp and certain
others will be indemnified to substantially the same extent permitted by Delaware law.
U.S. Bancorp maintains a standard policy of officers’ and directors’ insurance.
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Item 16. Exhibits.
The exhibits filed as a part of this Registration Statement are as
follows:
| Exhibits | ||
1.1
|
Proposed form of Distribution Agreement with respect to certain debt securities (incorporated by reference to Exhibit 1.2 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 33-58521)). | |
4.1
|
Restated Certificate of Incorporation of U.S. Bancorp, as amended through May 5, 2005 (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005). | |
4.2
|
Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991). | |
4.3
|
Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 26, 1993). | |
4.4.1
|
Junior Subordinated Indenture dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as original Junior Subordinated Trustee (incorporated by reference to Exhibit 4.2.3 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-124535)). | |
4.4.2
|
First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Junior Subordinated Trustee (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Registration Statement on Form 8-A (File No. 01-06880)). | |
4.4.3
|
Second Supplemental Indenture to Junior Subordinated Indenture dated as of December 29, 2005 among U.S. Bancorp, Delaware Trust Company, National Association, as original Junior Subordinated Trustee and Wilmington Trust Company, as successor Junior Subordinated Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated December 29, 2005). | |
4.5
|
Indenture dated as of December 9, 2005 among U.S. Bancorp, Citibank, N.A., as Trustee and U.S. Bank Trust National Association, as Authenticating Agent. | |
4.6
|
Registration Rights Agreement dated as of December 9, 2005 by and among U.S. Bancorp, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. |
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| Exhibits | ||
4.7
|
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997). | |
4.8
|
Form of Floating Rate Convertible Senior Debenture due 2035 (included in Exhibit 4.5). | |
4.9
|
Form of Debt Securities Warrant Agreement (incorporated by reference to Exhibit 4.5 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 33-39303)). | |
4.10
|
Form of Debt Securities Warrant Certificate (included in Exhibit 4.9). | |
4.11
|
Form of Deposit Agreement (incorporated by reference to Exhibit 4.8 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-1455)). | |
4.12
|
Form of Equity Securities Warrant Agreement (incorporated by reference to Exhibit 4.15 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-124535)). | |
4.13
|
Form of Equity Securities Warrant Certificate (included in Exhibit 4.12). | |
5.1
|
Opinion and consent of Squire, Sanders & Dempsey L.L.P. | |
12.1
|
Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005). | |
23.1
|
Consent of Ernst & Young LLP. | |
23.2
|
Consent of Squire, Sanders & Dempsey L.L.P.(included in Exhibit 5.1). | |
24
|
Powers of Attorney. |
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| Exhibits | ||
25.1
|
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee and Subordinated Trustee under the Senior Indenture and the Subordinated Indenture, respectively. | |
25.2
|
Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee with respect to the Junior Subordinated Indenture. | |
25.3
|
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Trustee with respect to the Indenture dated as of December 9, 2005. |
II-4
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) (17 C.F.R. § 424(b)) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
Provided, however, That:
(A) Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration
statement is on Form S-3 (17 C.F.R. § 239.13) or Form F-3 (17 C.F.R. § 239.33) and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (17 C.F.R. §
230.424(b)) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by
the
registrant pursuant to Rule 424(b)(3) (17
C.F.R. § 230.424(b)(3)) shall be deemed to be
part of the registration statement as of the
date the filed prospectus was deemed part of
and included in the registration statement;
and
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(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
(17 C.F.R. § 230.424(b)(2), (b)(5), or (b)(7))
as part of a registration statement in
reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or
(x) (17 C.F.R. § 230.415(a)(1)(i), (vii), or
(x)) for the purpose of providing the
information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be
part of and included in the registration
statement as of the earlier of the date such
form of prospectus is first used after
effectiveness or the date of the first
contract of sale of securities in the offering
described in the prospectus. As provided in
Rule 430B, for liability purposes of the
issuer and any person that is at that date an
underwriter, such date shall be deemed to be a
new effective date of the registration
statement relating to the securities in the
registration statement to which that
prospectus relates, and the offering of such
securities at that time shall be deemed to be
the initial bona fide offering thereof.
Provided, however, that no statement made in a
registration statement or prospectus that is
part of the registration statement or made in
a document incorporated or deemed incorporated
by reference into the registration statement
or prospectus that is part of the registration
statement will, as to a purchaser with a time
of contract of sale prior to such effective
date, supersede or modify any statement that
was made in the registration statement or
prospectus that was part of the registration
statement or made in any such document
immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant
undertake that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating
to the offering required to be filed pursuant
to Rule 424 (17 C.F.R. § 230.424);
(ii) Any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used or
referred to by any of the undersigned
registrants;
(iii) The portion of any other free writing
prospectus relating to the offering containing
material information about the
undersigned registrant or their securities
provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that
is an offer
in the offering made by the undersigned
registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee
II-6
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benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by each registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file applications for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on March 9,
2006.
| U.S. Bancorp |
||||
| By: | /s/ Jerry A. Grundhofer | |||
| Jerry A. Grundhofer | ||||
| Chief Executive Officer (principal executive officer) |
||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jerry A. Grundhofer | Chief Executive Officer and Director | March 9, 2006 | ||
| (principal executive officer) | ||||
| /s/ David M. Moffett |
Vice Chairman and Chief Financial Officer (principal financial officer) |
March 9, 2006 | ||
| /s/ Terrance R. Dolan |
Executive Vice President and Controller (principal accounting officer) |
March 9, 2006 | ||
| /s/ Victoria Buyniski Gluckman* |
Director | March 9, 2006 | ||
| /s/ Arthur D. Collins, Jr.* |
Director | March 9, 2006 | ||
| /s/ Peter H. Coors* |
Director | March 9, 2006 | ||
| /s/ Joel W. Johnson* |
Director | March 9, 2006 | ||
| /s/ Jerry W. Levin* |
Director | March 9, 2006 | ||
| /s/ David B. O’Maley* |
Director | March 9, 2006 | ||
| /s/ O’dell M. Owens, M.D., M.P.H.* |
Director | March 9, 2006 |
Table of Contents
| Signature | Title | Date | ||
| /s/ Richard G. Reiten* |
Director | March 9, 2006 | ||
| /s/ Craig D. Schnuck* |
Director | March 9, 2006 | ||
| /s/ Warren R. Staley* |
Director | March 9, 2006 | ||
| /s/ Patrick T. Stokes* |
Director | March 9, 2006 |
| *By | /s/ Terrance R. Dolan Attorney-in-fact |
Attorney-in-fact for the persons indicated above with an * |
Table of Contents
INDEX TO EXHIBITS
| Exhibits | ||
1.1
|
Proposed form of Distribution Agreement with respect to certain debt securities (incorporated by reference to Exhibit 1.2 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 33-58521)). | |
4.1
|
Restated Certificate of Incorporation of U.S. Bancorp, as amended through May 5, 2005 (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005). | |
4.2
|
Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991). | |
4.3
|
Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 26, 1993). | |
4.4.1
|
Junior Subordinated Indenture dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as original Junior Subordinated Trustee (incorporated by reference to Exhibit 4.2.3 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-124535)). | |
4.4.2
|
First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Junior Subordinated Trustee (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Registration Statement on Form 8-A (File No. 01-06880)). | |
4.4.3
|
Second Supplemental Indenture to Junior Subordinated Indenture dated as of December 29, 2005 among U.S. Bancorp, Delaware Trust Company, National Association, as original Junior Subordinated Trustee and Wilmington Trust Company, as successor Junior Subordinated Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated December 29, 2005). | |
4.5
|
Indenture dated as of December 9, 2005 among U.S. Bancorp, Citibank, N.A., as Trustee and U.S. Bank Trust National Association, as Authenticating Agent. | |
4.6
|
Registration Rights Agreement dated as of December 9, 2005 by and among U.S. Bancorp, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. |
Table of Contents
| Exhibits | ||
4.7
|
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997). | |
4.8
|
Form of Floating Rate Convertible Senior Debenture due 2035 (included in Exhibit 4.5). | |
4.9
|
Form of Debt Securities Warrant Agreement (incorporated by reference to Exhibit 4.5 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 33-39303)). | |
4.10
|
Form of Debt Securities Warrant Certificate (included in Exhibit 4.9) | |
4.11
|
Form of Deposit Agreement (incorporated by reference to Exhibit 4.8 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-1455)). | |
4.12
|
Form of Equity Securities Warrant Agreement (incorporated by reference to Exhibit 4.15 to U.S. Bancorp’s Registration Statement on Form S-3 (File No. 333-124535)). | |
4.13
|
Form of Equity Securities Warrant Certificate (included in Exhibit 4.12). | |
5.1
|
Opinion and consent of Squire, Sanders & Dempsey L.L.P. | |
12.1
|
Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005). | |
23.1
|
Consent of Ernst & Young LLP. | |
23.2
|
Consent of Squire, Sanders & Dempsey L.L.P.(included in Exhibit 5.1). | |
24
|
Powers of Attorney. | |
Table of Contents
| Exhibits | ||
25.1
|
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee and Subordinated Trustee under the Senior Indenture and the Subordinated Indenture, respectively. | |
25.2
|
Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee with respect to the Junior Subordinated Indenture. | |
25.3
|
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Trustee with respect to the Indenture dated as of December 9, 2005. |