US BANCORP \DE\ — Capital/Financing Update 2011

Jan 28, 2011

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Filed pursuant to Rule 433 January 27, 2011

Relating to Preliminary Prospectus Supplement dated January 27, 2011 to Prospectus Dated January 27, 2011 Registration Statement No. 333-150298

Final Term Sheet

$676,378,000

3.442% Remarketed Junior Subordinated Notes due 2016

Issuer:	U.S. Bancorp (“ Issuer ”)
Securities:	3.442% Remarketed Junior Subordinated
Notes due 2016 (the “ Remarketed
Notes ”)
Aggregate Principal Amount:	$676,378,000
Remarketed Principal Amount:	$676,378,000
Maturity Date:	February 1, 2016
Pricing Date:	January 27, 2011
Settlement Date:	February 1, 2011
Interest Payment Dates :	February 1 and August 1 of each year,
beginning on August 1, 2011. Accrued
and unpaid interest on the Remarketed
Notes from, and including, the last
interest payment date of October 15,
2010 to, but excluding, February 1,
2011 will be paid by the Issuer to the
record holder of the Remarketed Notes
as of January 15, 2011.
Security Ratings (Expected):	A2 (Moody’s) / BBB+ (S&P) / A (Fitch) / AAL (DBRS)
Benchmark Treasury:	UST 2.125% due December 31, 2015
Benchmark Treasury Yield:	1.943%
Spread to Benchmark Treasury:	145 bps

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Yield to Maturity:	3.393%
Reset Rate:	3.442%
Price to the Public:	100.2253%
Interest Deferral	The Issuer may on one or more
occasions, defer the semi-annual
interest payments on the Remarketed
Notes at any time or from time to
time. Any deferral period must end on
an interest payment date and a
deferral of interest payments cannot
extend beyond the maturity date of the
Remarketed Notes. At the end of a
deferral period, the Issuer must pay
all interest then accrued and unpaid,
together with any interest on the
accrued and unpaid interest, to the
extent permitted by applicable law.
Upon the termination of any deferral
period, or any extension of the
related deferral period, and the
payment of all amounts then due, the
Issuer may begin a new deferral
period, subject to certain
limitations.
	The Issuer will provide to the indenture trustee and
the paying agent for the Remarketed Notes notice of
its election to begin or extend a deferral period at
least 10 business days prior to the date interest on
the Remarketed Notes would have been payable except
for the election to begin or extend the deferral
period.
	During any such deferral period, the Issuer will be
restricted, subject to certain exceptions, from
making certain payments, including declaring or
paying any dividends or making any distributions on,
or redeeming, purchasing, acquiring or making a
liquidation payment with respect to, shares of our
capital stock.
CUSIP / ISIN:	902973AV8 / US902973AV86
Remarketing Agents:	Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC U.S. Bancorp Investments, Inc.

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All terms used and not otherwise defined in this final term sheet have the respective meanings assigned to such terms in the preliminary prospectus supplement.

The Issuer has filed a registration statement, including a prospectus, and preliminary prospectus supplement, with the Securities and Exchange Commission for the remarketing to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this remarketing. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the Issuer and any Remarketing Agent participating in the offering will arrange to send you the prospectus if you request by calling Deutsche Bank Securities Inc. toll free at (800) 503-4611, Credit Suisse Securities (USA) LLC toll free at (800) 221-1037 or U.S. Bancorp Investments, Inc. toll free at (800) 888-4700 (option #3).

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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