Filed Pursuant to Rule 433
Registration Nos. 333-173636
January 18, 2012
Final Term Sheet
Depositary Shares Each Representing a 1/1,000th Interest
in a Share of Series F Non-Cumulative Perpetual Preferred Stock
| Issuer: | U.S. Bancorp (Ticker: USB) | |
| Security: | Depositary shares, each representing 1/1,000th interest in a Share of Series F Non-Cumulative Perpetual Preferred Stock | |
| Size: | 44,000,000 depositary shares | |
| Maturity: | Perpetual | |
| Expected Ratings*: | A3 / BBB+ / BBB / A (Moody’s / S&P / Fitch / DBRS) | |
| Liquidation Preference: | $25,000 per share (equivalent to $25 per depositary share) | |
| Dividend Rate (Non-Cumulative): |
At a rate per annum equal to 6.50% from the date of issuance to, but excluding, January 15, 2022, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 4.468% | |
| Dividend Payment Date: | 15th day of January, April, July and October of each year, commencing on April 15, 2012 | |
| Optional Redemption: | The Series F Preferred Stock may be redeemed in whole, or in part, on or after January 15, 2022 at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series F Preferred Stock may be redeemed in whole, but not in part, prior to January 15, 2022 within 90 days of the occurrence of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. | |
| Trade Date: | 1/18/2012 | |
| Settlement Date: | 1/23/2012 (T+3) | |
| Public Offering Price: | $25.00 per depositary share | |
| Underwriting Discount: | $0.3477 per depositary share | |
| Net Proceeds (before expenses) to Issuer: |
$1,084,700,000 | |
| Joint Book-runners: | Morgan Stanley & Co. LLC Goldman, Sachs & Co. U.S. Bancorp Investments, Inc. | |
| Listing: | Application will be made to list the depositary shares on the New York Stock Exchange under the symbol “USB PrM.” | |
| CUSIP: | 902973833 | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649, Goldman, Sachs & Co. at toll-free (866) 471-2526 or U.S. Bancorp Investments, Inc. at 1-877-558-2607.
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