Filed pursuant to Rule No. 424(b)(3)
File Number 333-72626
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated December 3, 2001)
$1,483,179,000
US BANCORP [Registered Trademark]
Contingent Zero-Coupon Accreting Redeemable Securities(SM) (CZARS) (SM)
(Convertible Senior Notes) Due 2021
and
Common Stock Issuable upon
Conversion of the CZARS
This prospectus supplement supplements the prospectus dated December 3,
2001 of U.S. Bancorp relating to the sale by certain of our securityholders
(including their pledgees, donees, assignees, transferees, successors and
others who later hold any of the selling securityholders' interests) of up to
$1,483,179,000 aggregate principal amount at maturity of CZARS and the shares
of common stock issuable upon conversion of the CZARS. You should read this
prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus.
Investing in the CZARS or shares of common stock involves risks that are
described in the "Risk Factors" section beginning on page 8 of the prospectus.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 20, 2001.
The table of selling securityholders contained in the prospectus is
hereby amended to add the entities who are named below as selling
securityholders:
Number of
Shares of
Aggregate Principal Percentage Common Stock Percentage of
Amount at Maturity of of CZARS That May be Common Stock
Name CZARS That May be Sold Outstanding Sold(1) Outstanding(2)
---- ---------------------- ----------- ------------ --------------
Deutsche Banc Alex Brown,
Inc. $22,000,000 1.5% 531,146 *
Julius Baer Multibond
Convertbond $1,500,000 * 36,214 *
Additionally, the following contains updated information regarding the
selling securityholders listed in the selling securityholder table in the
prospectus:
Number of
Shares of
Aggregate Principal Percentage Common Stock Percentage of
Amount at Maturity of of CZARS That May be Common Stock
Name CZARS That May be Sold Outstanding Sold(1) Outstanding(2)
---- ---------------------- ----------- ------------ --------------
Granville Capital Corporation $15,000,000 1.0% 362,145 *
Salomon Smith Barney Inc. $38,107,000 2.6% 920,017 *
All other holders of CZARS or
future transferees,
pledgees, donees, assignees
or successors of any
holders(3)(4)............. $168,570,000 11.4% 4,069,785 *
---------------------- ----------- ------------ --------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's CZARS at a conversion rate of 24.1430 shares of common stock per
$1,000 principal amount at maturity of the CZARS. This conversion rate is subject to adjustment, however,
as described under "Description of the CZARS-Conversion rights" in the attached prospectus. As a result,
the number of shares of common stock issuable upon conversion of the CZARS may increase or decrease in the
future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 1,969,001,279 shares of common stock
outstanding as of September 30, 2001. In calculating this amount for each holder, we treated as outstanding
the number of shares of common stock issuable upon conversion of all of that holder's CZARS, but we did not
assume conversion of any other holder's CZARS.
(3) Information about other selling securityholders will be set forth in prospectus supplements, if required.
(4) Assumes that any other holders of CZARS, or any future pledgees, donees, assignees, transferees or
successors of or from any other holders of CZARS, do not beneficially own any shares of common stock other
than the common stock issuable upon conversion of the CZARS at the initial conversion rate.