Shearman & Sterling advised Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as joint book-running managers and lead agents in three public offerings by U.S. Bancorp on May 12, May 14 and May 15, 2009. The three offerings raised an aggregate of approximately $4.5 billion in net proceeds and consisted of a public offering of 139,000,000 shares of its common stock for net proceeds of approximately $2.4 billion, an issuance of Medium-Term Notes for net proceeds of approximately $1.0 billion, and an issuance of Medium-Term Notes guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program for approximately $1.1 billion of net proceeds. Proceeds from the common stock offering and non-FDIC guaranteed Medium-Term Notes offering will be used to repurchase, subject to receipt of regulatory approvals, all of U.S. Bancorp's Series E Preferred Stock and related warrants issued to the U.S. Treasury under the Capital Purchase Program.

The Shearman & Sterling team representing the underwriters included partners Michael J. Schiavone (New York-Capital Markets), Lona S. Nallengara (New York-Capital Markets), and Don J. Lonczak (New York-Tax) and associates Satoko Kato (New York-Capital Markets), Damien A. Grierson (New York-Capital Markets), G. Matthew Tsiaras (New York-Tax), Ann S. Matthews (New York-Capital Markets) and Dawei (David) Ni (New York-Capital Markets).

For more information, please contact: Ron Brandsdorfer | New York | T +1.212.848.5081 |