US BANCORP \DE\ — Director's Dealing 2017

Jan 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2017-01-26

Reporting Person: CARLSON JENNIE P (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-26	Common Stock, $0.01 par value	A	28814.0000	$0.0000	Acquired	65185.0000	Direct
2017-01-26	Common Stock, $0.01 par value	M	20000.0000	$13.1000	Acquired	85185.0000	Direct
2017-01-26	Common Stock, $0.01 par value	S	20000.0000	$52.7500	Disposed	65185.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-26	Employee Stock Option (Right to Buy)	$13.1000	M	20000.0000	Disposed	2019-03-02	Common Stock, $0.01 par value (20000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	12749.0000	Indirect
Common Stock, $0.01 par value	2235.0000	Indirect
Common Stock, $0.01 par value	133502.0000	Indirect

Footnotes

F1: The performance-based restricted stock units vest in four equal annual installments beginning on February 18, 2017. These units made up 75% of the value of the reporting person's 2016 long-term incentive compensation award granted on February 18, 2016. The number of units earned and eligible to be settled in shares of common stock was determined on January 26, 2017, based on the company's 2016 performance against certain preset performance targets.

F2: Based on a plan report dated December 31, 2016, the most recent plan report available.

F3: The option vested in four equal annual installments beginning on March 2, 2010.