US BANCORP \DE\ — Director's Dealing 2015

Jan 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2015-01-22

Reporting Person: Payne Richard B JR (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-22	Common Stock, $0.01 par value	M	50000.0000	$31.0400	Acquired	89625.0000	Direct
2015-01-22	Common Stock, $0.01 par value	S	50000.0000	$43.4400	Disposed	39625.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-22	Employee Stock Option (Right to Buy)	$31.0400	M	50000.0000	Disposed	2018-01-16	Common Stock, $0.01 par value (50000.0000)	Direct
2015-01-22	Restricted Stock Units	$	A	1664.0000	Acquired		Common Stock, $0.01 par value (1664.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	2305.0000	Indirect
Common Stock, $0.01 par value	2000.0000	Indirect

Footnotes

F1: Includes amount acquired pursuant to dividend reinvestment.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $43.38 to $43.53. 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.

F3: Based on a plan report dated December 31, 2014, the most recent plan report available.

F4: The option vested in four equal annual installments beginning on January 16, 2009.

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 20, 2014, and was reported on a Form 4 filed on February 24, 2014. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2014 corporate performance measures. On January 22, 2015, 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.