US BANCORP \DE\ — Director's Dealing 2014

Jan 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2014-01-23

Reporting Person: JOSEPH PAMELA A (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Stock, $0.01 par value	M	160000.0000	$30.0000	Acquired	307989.0000	Direct
2014-01-23	Common Stock, $0.01 par value	M	132604.0000	$30.4000	Acquired	440593.0000	Direct
2014-01-23	Common Stock, $0.01 par value	S	292604.0000	$40.6300	Disposed	147989.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Employee Stock Option (Right to Buy)	$30.0000	M	160000.0000	Disposed	2016-01-17	Common Stock, $0.01 par value (160000.0000)	Direct
2014-01-23	Employee Stock Option (Right to Buy)	$30.4000	M	132604.0000	Disposed	2015-01-18	Common Stock, $0.01 par value (132604.0000)	Direct
2014-01-23	Restricted Stock Units	$	A	5048.0000	Acquired		Common Stock, $0.01 par value (5048.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	11332.0000	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $40.40 to $41.12. 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 December 31, 2013, the most recent plan report available.

F3: The option vested in four equal annual installments beginning on January 17, 2007.

F4: The option vested in four equal annual installments beginning on January 18, 2006.

F5: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F6: A grant of restricted stock units was awarded to the Reporting Person on February 14, 2013, and was reported on a Form 4 filed on February 19, 2013. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2013 corporate performance measures. On January 23, 2014, the adjusted, final number of units subject to the award was determined. The number of restricted stock units in column 5 is the number of units by which the original award was increased. The number of units in column 9 is the total final award amount.

F7: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.