US BANCORP \DE\ — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2013-02-14

Reporting Person: McCullough Howell D. III (EVP and Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock, $0.01 par value	M	2824.0000	$0.0000	Acquired	10678.0000	Direct
2013-02-15	Common Stock, $0.01 par value	F	932.0000	$34.0800	Disposed	9746.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-14	Employee Stock Option (Right to Buy)	$33.9900	A	11329.0000	Acquired	2023-02-14	Common Stock, $0.01 par value (11329.0000)	Direct
2013-02-14	Restricted Stock Units	$	A	12135.0000	Acquired		Common Stock, $0.01 par value (12135.0000)	Direct
2013-02-15	Restricted Stock Units	$	M	2824.0000	Disposed		Common Stock, $0.01 par value (2824.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	22854.0000	Indirect

Footnotes

F1: Based on a plan report dated February 4, 2013, the most recent plan report available.

F2: The options vest in four equal annual installments beginning February 14, 2014. These options make up part of the reporting person's 2013 long-term incentive compensation grant.

F3: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F4: Prior to the first vesting, the number of units subject to the award will be adjusted based on the company's one-year performance against certain performance targets set on the grant date. The number of units may increase to as much as 125%, or decrease to as little as 0%, of the initial number of units. These restricted stock units make up part of the reporting person's 2013 long-term incentive compensation grant.

F5: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.