Filed Pursuant to Rule 433
Registration No. 333-173636
April 29, 2013
Final Term Sheet
Depositary Shares Each Representing a 1/1,000th Interest
in a Share of Series H Non-Cumulative Perpetual Preferred Stock
| Issuer: | U.S. Bancorp | |
| Security: | Depositary shares, each representing 1/1,000th interest in a Share of Series H Non-Cumulative Perpetual Preferred Stock | |
| Size: | 20,000,000 depositary shares | |
| Over-Allotment Option: | 1,000,000 depositary shares | |
| Maturity: | Perpetual | |
| Expected Ratings*: | Baa1 / 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 5.15% from the date of issuance | |
| Dividend Payment Date: | 15th day of January, April, July and October of each year, commencing on July 15, 2013 | |
| Optional Redemption: | The Series H Preferred Stock may be redeemed in whole, or in part, on or after July 15, 2018 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 H Preferred Stock may be redeemed in whole, but not in part, prior to July 15, 2018 upon 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: | April 29, 2013 | |
| Settlement Date: | May 2, 2013 (T+3) | |
| Public Offering Price: | $25.00 per depositary share | |
| Underwriting Discount: | $0.6525 per depositary share | |
| Net Proceeds (before expenses) to Issuer: | $486,950,400 (assuming no exercise of over-allotment option) | |
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Listing: | Application will be made to list the depositary shares on the New York Stock Exchange under the symbol “USB PrO”. | |
| CUSIP: | 902973 791 | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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