Filed
Pursuant to Rule 424(b)(2)
Registration No. 333-150298
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Maximum Aggregate |
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Amount of Registration |
Securities Offered |
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Offering Price |
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Fee(1) |
Senior Notes
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$1.000,000,000
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$71,300.00 |
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
PRICING SUPPLEMENT DATED JUNE 9, 2010 TO
PROSPECTUS DATED APRIL 17, 2008,
AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT DATED APRIL 25, 2008,
AND SUPPLEMENTAL TO THE OFFICERS CERTIFICATE AND COMPANY ORDER DATED APRIL 25, 2008
U.S. BANCORP
Medium-Term Notes, Series R (Senior)
Medium-Term Notes, Series S (Subordinated)
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CUSIP No.: |
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91159HGW4 |
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Series: |
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þ Series R (Senior) |
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o Series S (Subordinated) |
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Form of Note: |
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þ Book-Entry |
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o 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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June 9, 2010 |
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Original Issue Date: |
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June 14, 2010 |
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Maturity Date: |
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June 14, 2013 |
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Base Rate (and, if applicable, related Interest
Periods): |
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þ Fixed Rate Note |
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o Commercial Paper Note |
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o Federal Funds Note |
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o LIBOR Note |
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o EURIBOR Note |
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o Prime Rate Note |
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o CD Rate Note |
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o Treasury Rate Note |
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o CMT Rate Note |
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o Other Base Rate |
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o Zero Coupon Note |
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Agents Commission: |
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$860,000.00 |
Redemption Terms:
Other Terms: U.S. Bancorp Investments, Inc. (USBII), a joint
bookrunner for this offering, is our wholly-owned subsidiary. USBII will
conduct this offering in compliance with the requirements of NASD Rule 2720 of
the Financial Industry Regulatory Authority, which is commonly referred to as
FINRA, regarding a FINRA member firms distribution of the securities of an
affiliate. In accordance with NASD Rule 2720, USBII may not make sales in this
offering to any of its discretionary accounts without the prior written
approval of the customer. Following the initial distribution of any of these
Securities, USBII may offer and sell those securities in the course of its
business as a broker-dealer. USBII may act as principal or agent in those
transactions and will make any sales at varying prices related to prevailing
market prices at the time of sale or otherwise. USBII may use this Pricing
Supplement and the accompanying Prospectus and Prospectus Supplement in
connection with any of those transactions. USBII is not obligated to make a
market in any of these securities and may discontinue any market-making
activities at any time without notice.
Name of Agent and Delivery Instructions:
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, and U.S. Bancorp Investments, Inc.
DTC #050
Issue Price (Dollar Amount and Percentage of Principal Amount):
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Amount: |
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$998,750,000 / 99.875% |
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Net Proceeds to the Company: |
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$997,890,000 |
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Interest Rate/Initial Interest Rate: |
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2.000% |
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Interest Payment Dates: |
June 14 and December 14, |
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beginning December 14, 2010 |
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Regular Record Date: |
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15 Calendar Days prior to |
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each Interest Payment Date |
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Interest Determination Date: |
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Interest Reset Date: |
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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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o |
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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. |
/s/ Kenneth D. Nelson
(authorized officer)
/s/ John C. Stern
(authorized officer)