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: CECERE ANDREW (Vice Chairman and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-14	Common Stock, $0.01 par value	S	41298.0000	$33.8707	Disposed	141001.0000	Direct
2013-02-15	Common Stock, $0.01 par value	M	21185.0000	$0.0000	Acquired	162186.0000	Direct
2013-02-15	Common Stock, $0.01 par value	F	7358.0000	$34.0800	Disposed	154828.0000	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	84948.0000	Acquired	2023-02-14	Common Stock, $0.01 par value (84948.0000)	Direct
2013-02-14	Restricted Stock Units	$	A	91019.0000	Acquired		Common Stock, $0.01 par value (91019.0000)	Direct
2013-02-15	Restricted Stock Units	$	M	21185.0000	Disposed		Common Stock, $0.01 par value (21185.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	9968.0000	Indirect
Common Stock, $0.01 par value	341.0000	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $33.8700 to $33.8750. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: Based on a plan report dated February 4, 2013, the most recent plan report available.

F3: 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.

F4: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F5: 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.

F6: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.