Free Writing Prospectus

Filed pursuant to Rule 433

Registration No. 333-173636

LOGO

Final Terms

Medium-Term Notes, Series T

$1,250,000,000 2.20% Senior Notes due 2016

 

Issuer

   U.S. Bancorp

Security

   2.20% Senior Notes due November 15, 2016

Ratings

   Aa3 (Moody’s) / A+ (S&P) / AA- (Fitch) / AA (DBRS)

Currency

   USD

Size

   $1,250,000,000

Security Type

   SEC Registered Medium-Term Notes (Senior)

Maturity

   November 15, 2016

Coupon

   2.20%

Payment Frequency

   Semi-Annually

Day Count Convention

   30/360

Redemption Date

   October 14, 2016

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.

Benchmark Treasury

   1.000% US Treasury due September 30, 2016

Spread to Benchmark Treasury

   +108 bps

Benchmark Treasury Spot and Yield

   99-05+ / 1.174%

Price to Public

   99.744% of face amount

Yield to Maturity

   2.254%

Net Proceeds (Before Expenses) to Issuer

   $1,245,025,000 (99.602%)

Interest Payment Dates

   Semi-annually, on the 15th of November and May of each year, commencing May 15, 2012

Trade Date

   October 27, 2011

Settlement Date

   November 3, 2011 (T+5)

Denominations

   $1,000 x $1,000

CUSIP

   91159HHB9

Joint Bookrunners

  

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

U.S. Bancorp Investments, Inc.


Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization.

The issuer has filed a registration statement (including a pricing supplement, a prospectus supplement and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the pricing supplement, the prospectus supplement and the prospectus if you request them by calling Deutsche Bank Securities Inc. at 1-800-503-4611, Credit Suisse Securities (USA) LLC toll free at (800) 221-1037 or U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.