Pricing Supplement
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities Offered |
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Maximum Aggregate
Offering Price |
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Amount of Registration Fee(1) |
| Senior Notes |
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$1,000,000,000 |
|
$114,600 |
| (1) |
Calculated in accordance with Rule 457(r) of the Securities Act of 1933. |
Rule 424(b)(2)
Registration No. 333-173636
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. 3 DATED FEBRUARY 28, 2012
U.S. BANCORP
Medium-Term Notes, Series T (Senior)
Medium-Term Notes, Series U (Subordinated)
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| CUSIP No.: |
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91159HHC7 |
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| Series: |
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| x Series T (Senior) |
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| ¨ Series U (Subordinated) |
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| Form of Note: |
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| x Book-Entry |
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| ¨ Certificated |
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| Principal Amount: |
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$1,000,000,000 |
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| Trade Date: |
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February 28, 2012 |
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| Original Issue Date: |
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March 2, 2012 |
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| Maturity Date: |
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March 15, 2022 |
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| Base Rate (and, if applicable, related Interest Periods): |
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| x Fixed Rate Note |
|
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| ¨ Commercial Paper Note |
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| ¨ Federal Funds Note |
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| ¨ Federal Funds
(Effective) Rate |
| ¨ Federal Funds Open
Rate |
| ¨ Federal Funds
Target Rate |
| ¨ LIBOR Note |
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| ¨ EURIBOR Note |
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| ¨ Prime Rate Note |
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| ¨ CD Rate Note |
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| ¨ Treasury Rate Note |
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| ¨ CMT Rate Note |
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| ¨ Reuters Page FRBCMT
¨ Reuters Page
FEDCMT |
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| ¨
One-Week ¨ One-Month |
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¨ Other Base Rate (as described
below) ¨ Zero Coupon
Note |
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| Agent’s Commission: |
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$2,570,000 |
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| Redemption Date: |
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February 15, 2022 |
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| 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. |
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| Issue Price (Dollar Amount and Percentage of Principal Amount): |
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| Amount: |
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$999,300,000 / 99.930% |
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| Proceeds to the Company: |
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$996,730,000 |
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| Interest Rate/Initial Interest Rate: |
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3.00% |
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| Interest Payment Dates: |
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March 15 and September 15, beginning September 15, 2012 |
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| Regular Record Dates: |
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15 Calendar Days prior to each Interest Payment Date |
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| Interest Determination Dates: |
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| Interest Reset Dates: |
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| Index Source: |
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| Index Maturity: |
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| Spread: |
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| Spread Multiplier: |
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| Maximum Interest Rate: |
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| Day Count: |
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30/360 |
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| Minimum Interest Rate: |
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| For Original Issue Discount Notes: |
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| Original Issue Discount %: |
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| Yield to Maturity: |
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| Original Issue Discount Notes: |
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| ¨ Subject to special
provisions set forth therein with respect to the principal amount thereof payable upon any redemption or acceleration of the maturity thereof. |
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| ¨ For Federal income tax
purposes only. |
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Price to Public |
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Agents’ Commissions or Discount |
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Proceeds to U.S. Bancorp |
| Per Note |
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99.930% |
|
0.257% |
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99.673% |
| Total |
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$999,300,000 |
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$2,570,000 |
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$996,730,000 |
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| Agent |
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Principal Amount |
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| Barclays Capital Inc. |
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$333,333,000 |
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|
/s/ Kenneth D. Nelson |
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(authorized officer) |
| Credit Suisse Securities (USA) LLC |
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$333,333,000 |
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| U.S. Bancorp Investments, Inc. |
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$333,334,000 |
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/s/ John C. Stern |
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(authorized officer) |
| Total |
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$1,000,000,000 |
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Delivery Instructions: DTC # 0280