Pricing Supplement
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
| Title of Each Class of Securities Offered |
|
Maximum Aggregate
Offering Price |
|
Amount of
Registration Fee(1) |
| Subordinated Notes |
|
$1,300,000,000 |
|
$148,980 |
(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. 5 DATED JULY 18, 2012
U.S. BANCORP
Medium-Term Notes, Series T (Senior)
Medium-Term Notes, Series U (Subordinated)
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|
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| CUSIP No.: |
|
91159JAA4 |
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| Series: |
|
| ¨ Series T
(Senior) |
| x Series U
(Subordinated) |
|
| Form of Note: |
|
|
x Book-Entry |
|
¨ Certificated |
|
|
| Principal Amount: |
|
$1,300,000,000 |
|
|
| Trade Date: |
|
July 18, 2012 |
|
|
| Original Issue Date: |
|
July 23, 2012 |
|
|
| Maturity Date: |
|
July 15, 2022 |
|
| Base Rate (and, if applicable, related Interest Periods): |
|
| x Fixed Rate
Note |
| ¨ Commercial Paper
Note |
| ¨ Federal Funds
Note |
| ¨ Federal Funds (Effective) Rate |
| ¨ Federal Funds Open Rate |
| ¨ Federal Funds Target Rate |
| ¨ LIBOR
Note |
| ¨ EURIBOR
Note |
| ¨ Prime Rate
Note |
| ¨ CD Rate
Note |
| ¨ Treasury Rate
Note |
| ¨ CMT Rate
Note |
| ¨ Reuters Page FRBCMT |
| ¨ Reuters Page FEDCMT |
|
¨ One-Week ¨
One-Month |
| ¨ Other Base Rate (as
described below) |
| ¨ Zero Coupon
Note |
|
|
| Agent’s Commission: |
|
$3,900,000 |
|
|
| Redemption Date: |
|
June 15, 2022 |
|
| 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: |
|
$1,295,879,000 / 99.683% |
|
|
| Proceeds to the Company: |
|
$1,291,979,000 |
|
|
| Interest Rate/Initial Interest Rate: |
|
2.95% |
|
|
| Interest Payment Dates: |
|
July 15 and January 15,
beginning January 15, 2013 |
|
|
| 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: |
|
|
| Day Count: |
|
30/360 |
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| Minimum Interest Rate: |
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| For Original Issue Discount Notes: |
|
| 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. |
|
| ¨ For Federal income tax
purposes only. |
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|
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|
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|
|
| |
|
Price to Public |
|
Agents’ Commissions or Discount |
|
Proceeds to U.S. Bancorp |
| Per Note |
|
99.683% |
|
0.30% |
|
99.383% |
| Total |
|
$1,295,879,000 |
|
$3,900,000 |
|
$1,291,979,000 |
|
|
|
|
|
|
|
| Agent |
|
Principal Amount |
|
|
|
|
| Credit Suisse Securities (USA) LLC |
|
$433,333,000 |
|
|
|
/s/ Kenneth D.
Nelson (authorized officer) |
| Morgan Stanley & Co. LLC |
|
$433,333,000 |
|
|
|
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| U.S. Bancorp Investments, Inc. |
|
$433,334,000 |
|
|
|
/s/ John C.
Stern
(authorized officer) |
| Total |
|
$1,300,000,000 |
|
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|
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Delivery Instructions: DTC # 0280