Obligation U.S. Bankcorp 2.375% ( US91159HHN35 ) en USD

U.S. Bankcorp

100 % ▲

Etas-Unis

US91159HHN35 ( en USD )

2.375% par an ( paiement semestriel )

22/07/2026

Prospectus brochure de l'obligation U.S. Bancorp US91159HHN35 en USD 2.375%, échéance 22/07/2026

1 000 USD

1 350 000 000 USD

91159HHN3

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

22/01/2026 ( Dans 79 jours )

U.S. Bancorp est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par U.S. Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US91159HHN35, paye un coupon de 2.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/07/2026

L'Obligation émise par U.S. Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US91159HHN35, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par U.S. Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US91159HHN35, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a16-15020_1424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-195373

CALCULATION OF REGISTRATION FEE

Title of each class of securities
Maximum aggregate
Amount of
to be registered
offering price
registration fee(1)

2.375% Senior Notes due July 22, 2026
$1,340,118,000
$134,949.89

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

PRICING SUPPLEMENT NO. 6 DATED JULY 19, 2016
TO PROSPECTUS DATED APRIL 18, 2014, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED APRIL 18, 2014, AND
SUPPLEMENTAL TO THE OFFICERS' CERTIFICATE AND COMPANY ORDER DATED APRIL 18, 2014

U.S. BANCORP
Medium-Term Notes, Series V (Senior)
Medium-Term Notes, Series W (Subordinated)

This pricing supplement supplements the terms and conditions in the prospectus, dated April 18, 2014, as supplemented by the prospectus supplement, dated April 18, 2014,
and relates to the offering and sale of $1,350,000,000 2.375% Senior Notes due July 22, 2026 (the "Notes") of U.S. Bancorp ("USB" or the "Company").

CUSIP No.:
91159HHN3

Issue Price (Dollar Amount and

Series:

Percentage of Principal Amount):
$1,340,118,000 / 99.268%

Series V (Senior)

Series W (Subordinated)
Proceeds to the Company:
$1,336,567,500
Form of Note:

Interest Rate/Initial Interest Rate:
2.375%

Book-Entry
Interest Payment Dates:
July 22 and January 22,

Certificated
beginning January 22, 2017

Principal Amount:
$1,350,000,000

Regular Record Dates:
15 Calendar Days prior to
Trade Date:
July 19, 2016

each Interest Payment Date

Original Issue Date:
July 22, 2016

Interest Determination Dates:
Not applicable
Maturity Date:
July 22, 2026

Interest Reset Dates:
Not applicable
Base Rate (and, if applicable, related Interest Periods):

Index Source:
Not applicable

Fixed Rate Note
Index Maturity:
Not applicable

Commercial Paper Note
Spread:
Not applicable

Federal Funds Note
Spread Multiplier:
Not applicable

Federal Funds (Effective) Rate
Maximum Interest Rate:
Not applicable

Federal Funds Open Rate
Day Count:
30/360

Federal Funds Target Rate
Minimum Interest Rate:
Not applicable

LIBOR Note
For Original Issue Discount Notes:

EURIBOR Note
Original Issue Discount %:
Not applicable

Prime Rate Note
Yield to Maturity:
Not applicable

CD Rate Note
Original Issue Discount Notes:

Treasury Rate Note

Subject to special provisions set forth therein with respect to the principal amount
CMT Rate Note

thereof payable upon any redemption or acceleration of the maturity thereof.
Reuters Page FRBCMT
For Federal income tax purposes only.

Reuters Page FEDCMT

One-Week One-Month
Additional Terms: See "Supplemental Information" below.

Other Base Rate (as described below)

Zero Coupon Note

Agent's Commission:
$3,550,500

Redemption Date:
June 22, 2026

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. The Company shall provide 10 to 60
calendar days' notice of redemption to the registered holder of the Notes.

The Notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. The Notes are unsecured and will rank equally with our other unsecured and unsubordinated debt obligations.

Investing in the Notes involves risks. Potential purchasers of the Notes should consider the information set forth in the "Risk Factors" section beginning on page S-
2 of the accompanying prospectus supplement and the discussion of risk factors contained in our annual, quarterly and current reports filed with the Securities and Exchange
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Commission, which are incorporated herein by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing
supplement, the accompanying prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note(1)
Total

Price to Public
99.268%
$1,340,118,000

Agents' Commissions or Discounts
0.263%
$3,550,500

Net Proceeds (Before Expenses) to Us
99.005%
$1,336,567,500

(1) Plus accrued interest, if any, from July 22, 2016, if settlement occurs after that date.

We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants on or about July 22, 2016.
Joint Book-Running Managers

U.S. Bancorp Investments, Inc.
Barclays
Goldman, Sachs & Co.

July 19, 2016

SUPPLEMENTAL INFORMATION
Recent Developments

On July 15, 2016, we issued a press release announcing results for the second quarter ended June 30, 2016. Further information relating
to our financial results for the second quarter ended June 30, 2016 is contained in the filed portion of our Current Report on Form 8-K dated
July 15, 2016, which is incorporated herein by reference.

Supplemental Information Concerning The Notes

The following supplemental information concerning the Notes is intended to be read in conjunction with the statements under
"Description of Notes" in the accompanying prospectus supplement, which the following information supplements and, if there are any
inconsistencies, supersedes. The following supplemental information is only applicable to the Notes being offered hereby.

Waiver and Termination of Rights with Respect to U.S. Bancorp Replacement Capital Covenants

The Company has entered into several transactions involving the issuance of capital securities ("Capital Securities") by certain Delaware
statutory trusts formed by the Company (the "Trusts"), the issuance by the Company of preferred stock ("Preferred Stock") or the issuance by an
indirect subsidiary of U.S. Bank National Association of preferred stock exchangeable for the Company's Preferred Stock under certain
circumstances ("Exchangeable Preferred Stock"). Simultaneously with the closing of each of those transactions, the Company entered into a
replacement capital covenant, as amended from time to time (as amended, each, a "Replacement Capital Covenant" and collectively, the
"Replacement Capital Covenants"), for the benefit of persons that buy, hold or sell a specified series of long-term indebtedness of the Company or
U.S. Bank National Association (the "Covered Debt"). Each of the Replacement Capital Covenants provides that neither the Company nor any of
its subsidiaries (including any of the Trusts) will repay, redeem or purchase any of the Preferred Stock, Exchangeable Preferred Stock or the
Capital Securities and the securities held by the Trust (the "Other Securities"), as applicable, on or before the date specified in the applicable
Replacement Capital Covenant, unless (a) the Company has received proceeds from the sale of qualifying securities that have equity-like
characteristics that are the same as, or more equity-like than, the applicable characteristics of the Preferred Stock, the Exchangeable Preferred
Stock, the Capital Securities or Other Securities, as applicable, at the time of repayment, redemption or purchase, and (b) the Company has
obtained the prior approval of the Federal Reserve System, if such approval is then required by the Federal Reserve System or, in the case of the
Exchangeable Preferred Stock, the approval of the Office of the Comptroller of the Currency.

Additional information regarding the closing date for each transaction, issuer, series of Capital Securities, Preferred Stock or
Exchangeable Preferred Stock issued in the relevant transaction, Other Securities, if any, and the applicable Covered Debt for those securities that
remain outstanding and have a Replacement Capital Covenant is set forth under the heading "Capital Covenants" in the Company's annual report
on Form 10-K for the year ended December 31, 2015 ("2015 Form 10-K"), which is incorporated herein by reference.

Currently, the Company's 7.50% Subordinated Debentures due 2026 (CUSIP No. 911596AL8) and 1.95% Medium-Term Notes,
Series T, due 2018 (CUSIP No. 91159HHE3) have been designated as Covered Debt for those securities that remain outstanding and have a
Replacement Capital Covenant, as identified in the Company's 2015 Form 10-K.

In the event that we elect to redeem or repurchase the securities that serve as a Covered Debt, either in full or in part and, as a result
thereof, the principal amount thereof is reduced below a specified threshold, or upon the date that is two years prior to the final maturity date of
such Covered Debt, we are required to identify another series of eligible debt to serve as the Covered Debt entitled to the benefits of the applicable
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Replacement Capital Covenant. The Notes being offered hereby would qualify as a Covered Debt if we designate them as such and, therefore, if
we redeem or repurchase the securities that serve as a Covered Debt, or upon such date that is two years prior to the final maturity date of such
Covered Debt, we may thereafter designate the Notes as the Covered Debt for the respective Replacement Capital Covenant to which they relate. If
we designate the Notes as a Covered Debt, we expect that we would thereafter terminate the applicable Replacement Capital Covenant in
accordance with the terms of the Notes as described below.

PS-2

The Notes will provide that, in the event they are designated as a Covered Debt for any of the Replacement Capital Covenants, each
purchaser of the Notes, for itself and any and all successors and assigns, waives all rights under, and irrevocably authorizes us to terminate, without
further action by or payment to any holders of the Notes, the applicable Replacement Capital Covenant. This feature of the Notes will effectively
allow us to unilaterally terminate the applicable Replacement Capital Covenant, if we so choose, in the event the Notes are designated as a
Covered Debt. This will provide us with flexibility, if and when we repay, redeem or repurchase the securities that serve as a Covered Debt, to
redeem the Preferred Stock, the Exchangeable Preferred Stock, the Capital Securities or Other Securities, as applicable, without issuing qualifying
securities under the applicable Replacement Capital Covenant.

By purchasing the Notes, an investor shall be deemed to have waived, for itself and any and all successors and assigns, all rights with
respect to, and to have irrevocably authorized us to terminate, any applicable Replacement Capital Covenant upon such Notes becoming the
corresponding Covered Debt as described above.

Supplemental Information for Plan of Distribution

We have agreed to sell to the agents named below, and the agents have agreed to purchase, the principal amount of Notes as set forth
opposite their respective names below:

Principal
Agents
Amount of Notes

U.S. Bancorp Investments, Inc.
$450,000,000

Barclays Capital Inc.
$450,000,000

Goldman, Sachs & Co.
$450,000,000

Total
$1,350,000,000

Conflicts of Interest.

The Company's affiliate, U.S. Bancorp Investments, Inc., will be participating in sales of the Notes. As such, the offering is being
conducted in compliance with the applicable requirements of FINRA Rule 5121.

Notice to Canadian Investors.

The Notes are unsecured and are not and will not be savings accounts, deposits, obligations of, or otherwise guaranteed by, U.S. Bank
National Association or any other bank. The Notes do not evidence deposits of U.S. Bank National Association or any other banking affiliate of the
Company. The Notes are not insured by the Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any other insurer
or governmental agency or instrumentality. The Company is not regulated as a financial institution in Canada. However, U.S. Bank National
Association's Canada branch is listed on Schedule III to the Bank Act (Canada) and is subject to regulation by the Office of the Superintendent of
Financial Institutions (Canada). The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the
prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal
advisor.

Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply
with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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PS-3

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Document Outline

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