US BANCORP \DE\ — Prospectus 2011

May 20, 2011

424B2 1 c64819b2e424b2.htm 424B2 e424b2 PAGEBREAK

Rule 424(b)(2) Registration No. 333-173636

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Maximum Aggregate	Amount of Registration
Securities Offered	Offering Price	Fee (1)
Senior Notes	$ 1,000,000,000	$ 116,100

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

PRICING SUPPLEMENT TO PROSPECTUS DATED APRIL 21, 2011, AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT DATED APRIL 21, 2011, AND SUPPLEMENTAL TO THE OFFICERS’ CERTIFICATE AND COMPANY ORDER DATED APRIL 21, 2011 NO. 1 DATED MAY 19, 2011

U.S. BANCORP Medium-Term Notes, Series T (Senior) Medium-Term Notes, Series U (Subordinated)

CUSIP No.:	91159HHA1
Series:
þ Series T (Senior)
o Series U (Subordinated)
Form of Note:
þ Book-Entry
o Certificated
Principal Amount:	$1,000,000,000
Trade Date:	May 19, 2011
Original Issue Date:	May 24, 2011
Maturity Date:	May 24, 2021
Base Rate (and, if applicable, related Interest Periods):
þ Fixed Rate Note
o Commercial Paper Note
o Federal Funds Note
o Federal Funds (Effective) Rate
o Federal Funds Open Rate
o Federal Funds Target Rate
o LIBOR Note
o EURIBOR Note
o Prime Rate Note
o CD Rate Note
o Treasury Rate Note
o CMT Rate Note
o Reuters Page FRBCMT
o Reuters Page FEDCMT
o One-Week o One-Month
o Other Base Rate (as described below)
o Zero Coupon Note
Agent’s Commission:	$2,420,000
Redemption Date:	April 23, 2011

Redemption Terms: Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to the date of redemption. U.S. Bancorp shall provide 10 to 60 calendar days notice of redemption to the registered holder of the note.

Issue Price (Dollar Amount and Percentage of Principal Amount):
Amount:	$996,190,000 / 99.619%
Proceeds to the Company:	$993,770,000
Interest Rate/Initial Interest Rate:	4.125%
Interest Payment Dates:	May 24 and November 24, beginning November 24, 2011
Regular Record Dates:	15 Calendar Days prior to each Interest Payment Date
Interest Determination Dates:
Interest Reset Dates:
Index Source:
Index Maturity:
Spread:
Spread Multiplier:
Maximum Interest Rate:
Day Count:	30/360
Minimum Interest Rate:
For Original Issue Discount Notes :
Original Issue Discount %:
Yield to Maturity:
Original Issue Discount Notes:

| o | Subject to special provisions set forth therein with respect to the principal amount thereof
payable upon any redemption or acceleration of the maturity thereof. |
| --- | --- |
| o | For Federal income tax purposes only. |

| | Price
to Public | Agents’ Commissions or Discount | Proceeds to U.S. Bancorp |
| --- | --- | --- | --- |
| Per Note | 99.619% | 0.242% | 99.377% |
| Total | $996,190,000 | $2,420,000 | $993,770,000 |

Other Terms:

Name of Agent and Delivery Instructions:

Deutsche Bank Securities Inc.; Morgan Stanley and Co.	/s/ Kenneth D. Nelson	(authorized officer)
Incorporated; U.S. Bancorp Investments, Inc. DTC #050	/s/ John C. Stern	(authorized officer)

Folio /Folio