11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from (not applicable)

Commission file number 1-6880

U.S. BANK 401(k) SAVINGS PLAN

800 Nicollet Mall

Minneapolis, Minnesota 55402-4302

(Full title of the plan and the address of the plan)

U.S. BANCORP

800 Nicollet Mall

Minneapolis, Minnesota 55402-4302

(Name and address of principal executive offices of the issuer of the securities)

REQUIRED INFORMATION

U.S. Bank 401(k) Savings Plan (the Plan) is subject to the Employee Retirement Income Security act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two years ended December 31, 2013 and 2012, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Exhibit 13 and incorporated herein by this reference.

The following exhibits are filed with this report:

Exhibit Number	Description
13	Annual Report for the year ended December 31, 2013
23	Consent of Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. BANK 401(k) SAVINGS PLAN

By: U.S. Bank 401(k) Savings Plan Benefit Administration Committee

/s/ Jennie P. Carlson	June 10, 2014
Jennie P. Carlson
Benefit Administration Committee Chairperson

EX-13

Exhibit 13

F i n a n c i a l   S t a t e m e n t s   A n d

S u p p l e m e n t a l   S c h e d u l e

U.S. Bank 401(k) Savings Plan

Years Ended December 31, 2013 and 2012

With Report of Independent Registered Public Accounting Firm

U.S. Bank 401(k) Savings Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2013 and 2012

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)	17

Report of Independent Registered Public Accounting Firm

The Benefits Administration Committee

U.S. Bancorp

Participants of U.S. Bank 401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits of the U.S. Bank 401(k) Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the U.S. Bank 401(k) Savings Plan at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Minneapolis, MN /s/ Ernst & Young, LLP

June 10, 2014

1

U.S. Bank 401(k) Savings Plan

Statements of Net Assets Available for Benefits

	December 31
	2013			2012
Assets
Cash	$	—		$	20,247
Investments, at fair value		4,647,341,633			3,763,190,115
Accrued income		7,709,650			7,313,138
Employer contribution receivable		119,739,632			111,979,959
Receivable for securities sold but not yet settled		984,875			4,272,347
Notes receivable from participants		103,189,960			88,442,963
Total assets		4,878,965,750			3,975,218,769
Liabilities
Accrued expenses		561,564			429,756
Payable for securities purchased but not yet settled		1,505,095			1,047,725
Total liabilities		2,066,659			1,477,481
Net assets available for benefits, at fair value		4,876,899,091			3,973,741,288
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(448,754	)		(9,388,006	)
Net assets available for benefits	$	4,876,450,337		$	3,964,353,282

See accompanying notes.

2

U.S. Bank 401(k) Savings Plan

Statements of Changes in Net Assets Available for Benefits

	Year Ended December 31
	2013		2012
Additions
Investment income:
Net appreciation in fair value of investments	$	813,219,188	$	432,013,933
Interest and dividend income		58,550,833		58,397,519
		871,770,021		490,411,452
Interest income on notes receivable from participants		4,068,833		3,611,793
Contributions:
Participants		266,885,636		242,425,772
Employer		119,745,056		111,996,146
		386,630,692		354,421,918
Transfer from plan of acquired company		13,113,086		—
Total additions		1,275,582,632		848,445,163
Deductions
Benefits paid to participants and transfers out		357,659,556		287,194,842
Administrative expenses		5,826,021		5,136,647
Total deductions		363,485,577		292,331,489
Net increase		912,097,055		556,113,674
Net assets available for benefits at beginning of year		3,964,353,282		3,408,239,608
Net assets available for benefits at end of year	$	4,876,450,337	$	3,964,353,282

See accompanying notes.

3

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements

December 31, 2013

1. Description of the Plan

The following description of the U.S. Bank 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Plan’s Summary Plan Description (the SPD) for a more complete description of the Plan’s provisions. The SPD can be reviewed by visiting the U.S. Bank Retirement Program website at www.yourbenefitsresources.com/usbank.

Administration and Participation

The Plan is a defined contribution retirement plan covering substantially all employees of U.S. Bancorp (Plan Sponsor) and its subsidiaries (the Company). Employees are eligible to participate in the Plan on their hire date so long as they are a regular, permanent employee working in an eligible position. Eligible employees are automatically enrolled in the Plan with a before-tax salary deferral of 2% of eligible compensation, unless the employee elects otherwise.

Each participant’s account is credited with applicable participant contributions, rollovers, employer contributions, and an allocation of the earnings (losses) of the investment funds in which the participant has elected to invest. Earnings (losses) allocations are based upon the participant account balance, as defined in the plan document. In addition, applicable participant distributions and loans as well as an allocation of administrative expenses are charged to each participant’s account. Participants may invest their account balance in one or more of a variety of investment funds and are immediately 100% vested in their entire account balance.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code (the Code).

Contributions

Prior to August 16, 2013, the Plan permitted only before-tax elective contributions up to a maximum of 75% of a participant’s eligible compensation, up to the Internal Revenue Service (IRS) limit. Effective August 16, 2013, plan participants have the option to elect to have their contributions deducted from their paycheck on a before-tax and/or after-tax basis (as Roth contributions). The combined total of before-tax and Roth contributions may not exceed 75% of eligible compensation, up to the IRS limit. Participants age 50 and older whose elective contributions have reached the IRS limit are permitted under the Plan to make catch-up contributions up to the IRS catch-up contribution limit. Effective August 16, 2013, catch-up contributions can also be made on a before-tax and/or after-tax basis. All participant contributions are deposited in the Plan semimonthly.

4

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

The Company makes a matching contribution equal to 100% of each participant’s contribution up to 4% of the participants’ annual eligible compensation. A participant becomes eligible for an employer matching contribution on the first day of the month following completion of one full year of service in which the participant has worked at least 1,000 hours. The employer matching contribution is deposited in the Plan annually and, beginning with the 2013 plan year contribution, is initially invested in eligible participants’ accounts based on their future contribution investment elections. Previously, the employer matching contribution was initially invested in the U.S. Bancorp ESOP Stock Fund. Participants can subsequently change how their matching contributions are invested at any time. The employer contribution receivable represents the Company’s matching contribution for 2013, which was deposited in the Plan in January 2014.

Benefits Paid to Participants

The forms of distribution offered by the Plan are a partial or total lump sum payment.

Participant Loans

The Plan contains provisions allowing participants to borrow from their accounts. Participants may have only two loans outstanding at a time. The minimum loan is $1,000 and the maximum is the lesser of 50% of the participant’s account balance or $50,000 minus the participant’s highest outstanding loan balance during the past 12 months. The loans bear interest at 1% above the prime interest rate at the date of issuance as determined monthly by the plan administrator. Principal and interest is paid ratably through semi-monthly payroll deductions. If a participant terminates employment with the Company, the loan is due within 90 days of the date of termination. If the loan is not repaid by the last day of the quarter following the quarter in which it was due, it will be treated as a distribution to the participant. A participant may elect to continue to make loan payments on a monthly basis after their employment terminates to avoid having their loan treated as a distribution.

Plan Investments

The Plan includes an employee stock ownership plan (ESOP) fund. All participant and employer matching contributions credited to a participant’s account that are invested in qualifying employer securities are invested in the ESOP fund. The primary purpose of the ESOP fund is to benefit participants and beneficiaries by obtaining and retaining for them a position of equity

5

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

ownership in the Company. Dividends paid on qualified employer securities held in the ESOP are either reinvested in the ESOP or paid directly to the participant, at their election.

Plan Transfer

The Company acquired Syncada, LLC in September 2013. The Syncada 401(k) Savings Plan was terminated as of October 1, 2013. Effective November 29, 2013, the account balances of the acquired employees employed by the Company, with total assets of $13,113,086, were transferred into the Plan. The net assets transferred to the Plan are reflected on the statements of changes in net assets available for benefits as a transfer from plan of acquired company.

Plan Termination

Although it has not expressed any intention to do so, the Company has the right to suspend or terminate the Plan at any time by action of its Board of Directors subject to the provisions of ERISA. In the event of a termination of the Plan, all participant account balances remain fully vested and are eligible for distribution.

2. Significant Accounting Policies

Accounting Method

The financial statements of the Plan are prepared using the accrual method of accounting under U.S. generally accepted accounting principles.

Investment Valuation and Income Recognition

Investments are stated at fair value. See Note 4 for a discussion of fair value measurements.

Per applicable authoritative accounting guidance, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

6

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

The Plan offers a stable value investment option, the U.S. Bank Stable Value Fund (the Fund). The Plan’s investment advisory agreement with its third party investment manager specifies the type and percentage of underlying investments that are appropriate for the Fund. Investments include security-backed contracts issued by insurance companies, common/collective trust funds, and a pooled separate account, all of which are fully benefit-responsive. The investments are presented at fair value, along with the necessary amount to adjust the investments from fair value to contract value.

A security-backed contract is an investment issued by an insurance company or other financial institution, backed by a portfolio of bonds that are owned by the Plan. The value of the wrapper contracts as of December 31, 2013 and 2012 were insignificant to the Plan. The interest crediting rate of a security-backed contract is based on the contract value, duration, and yield to maturity of the underlying portfolio. The Fund’s interest crediting rate is determined at least quarterly and will never be less than 0%. The issuer guarantees that all qualified participant withdrawals will be at contract value.

The average yield earned on the stable value investment option, based on actual earnings, was 1.60% as of December 31, 2013, and 1.19% as of December 31, 2012. The average yield earned on the stable value investment option, based on the interest rate credited to participants, was 1.51% as of December 31, 2013, and 1.82% as of December 31, 2012.

Certain events may limit the ability of the Plan to transact at contract value with the issuer. Such events include:

• Material amendments to plan documents or the Plan’s administration

• Changes to the participating Plan’s competing investment options, including the elimination of equity wash provisions

• Complete or partial termination of the Plan, including merger with another plan

• The failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA

• Bankruptcy of the Plan Sponsor or other plan sponsor event that causes a significant withdrawal from the Plan

7

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

• Any change in law, regulation, ruling, administrative or judicial position, or accounting requirement applicable to the Plan

• The delivery of any communication to plan participants designed to influence a participant not to invest in the investment option

At this time, the Plan Sponsor does not believe that the occurrence of any such market value event that would limit the Plan’s ability to transact at contract value with participants is probable.

Purchases and sales of securities are recorded on a trade-date basis. If a trade is open at the end of the year, a receivable for securities sold but not yet settled or a payable for securities purchased but not yet settled is reflected in the statements of net assets available for benefits. Dividends are recorded on the ex-dividend date.

Brokers’ commissions and other expenses incurred upon the purchase of corporate stock are included in the cost of the corporate stock. Brokers’ commissions and other expenses incurred upon the sale of corporate stock are reflected as a reduction in the proceeds from the sale.

The change from the beginning to the end of the year in the difference between current value and the cost of investments is reflected in the statements of changes in net assets available for benefits as net appreciation or depreciation in fair value of investments.

The net gain (loss) on sales of investments is the difference between the proceeds received and the average cost of investments sold and is also reflected in the statements of changes in net assets available for benefits in net appreciation or depreciation in fair value of investments.

Notes Receivable From Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are paid by participants who borrow from their accounts. If a participant ceases to make loan payments and the Plan Sponsor deems the loan to be a distribution, the participant loan balance is reduced, and a benefit payment is recorded. Accordingly, no allowance for credit losses has been recorded as of December 31, 2013 or 2012.

8

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Administrative Expenses

Recordkeeping, investment management, trust, consulting, audit, and other administrative fees are paid by the Plan and are recorded as administrative expenses as incurred. Payment of Benefits

Payment of Benefits

Benefit payments are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Risks and Uncertainties

The Plan’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

9

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

3. Investments

For the years ended December 31, 2013 and 2012, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value as follows:

	Year Ended December 31
	2013		2012
Mutual funds	$	158,694,863	$	80,085,341
Corporate stock		306,485,241		201,773,010
Collective investment funds and pooled separate account		348,036,793		150,153,281
Life insurance policies		2,291		2,301
	$	813,219,188	$	432,013,933

The fair values of individual investments that represent 5% or more of the Plan’s net assets are as follows:

	December 31
	2013		2012
U.S. Bancorp common stock	$	1,354,201,455	$	1,194,001,522
PIMCO Total Return Fund		*		290,956,395
Vanguard Institutional Index Fund		405,969,467		251,939,996

* Investment is less than 5% of the Plan’s net assets

10

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset or liability and the risk of nonperformance.

The Plan groups its assets measured at fair value into a three-level hierarchy for valuation techniques used to measure assets at fair value. This hierarchy is based on whether the valuation inputs are observable or unobservable. These levels are:

• Level 1 – Quoted prices in active markets for identical assets. Level 1 includes mutual funds and corporate stocks.

• Level 2 – Observable inputs other than Level 1 prices, such as quoted market prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. Level 2 includes collective investment funds, a pooled separate account and life insurance policies.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. The Plan had no Level 3 investments during 2013 or 2012.

If the Plan were to change its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it would transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Plan would recognize these transfers at the end of the reporting period in which the transfers occurred. During the years ended December 31, 2013 and 2012, there were no transfers of financial assets or financial liabilities between the hierarchy levels.

11

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

The following section is a description of the valuation techniques and inputs used by the Plan to measure each major class of assets at fair value. During 2013 and 2012, there were no changes to the valuation techniques used by the Plan to measure fair value. There were no unfunded commitments related to these investments for the years ended December 31, 2013 and 2012.

Mutual funds: Valued at the quoted net asset value (NAV) of shares held by the Plan at year-end.

Corporate stocks: Valued at the last reported sales price of the year in the national security exchange in which the individual securities are traded.

Collective investment funds: Valued using the NAV provided by the administrator of the fund, based on the underlying investments.

Pooled separate account: Valued using the NAV provided by the administrator of the fund, based on the underlying investments.

Life insurance policies: Valued at cash surrender value per insurance company at year-end.

As required by applicable authoritative accounting guidance, the level in the fair value hierarchy within which the fair value measurement of the asset in its entirety is classified is based on the lowest-level input that is significant to the fair value measurement in its entirety.

12

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

The following table summarizes the Plan’s investment assets measured at fair value at December 31:

	Level 1		Level 2		Total
2013
Mutual funds:
Domestic equity	$	92,754,139	$	—	$	92,754,139
International equity		83,379,919		—		83,379,919
Index (a)		723,661,524		—		723,661,524
Fixed income		212,519,969		—		212,519,969
Money market		6,202,130		—		6,202,130
		1,118,517,681		—		1,118,517,681
Corporate stocks:
Domestic large cap		1,354,201,455		—		1,354,201,455
Domestic small cap		4,148,162		—		4,148,162
		1,358,349,617		—		1,358,349,617
Collective investment funds:
Domestic equity (b)		—		672,315,695		672,315,695
International equity (c)		—		42,638,560		42,638,560
Target retirement date (d)		—		1,042,195,996		1,042,195,996
Fixed income (e)		—		332,513,229		332,513,229
		—		2,089,663,480		2,089,663,480
Pooled separate account:
Fixed income (e)		—		80,758,277		80,758,277
Life insurance policies		—		52,578		52,578
Total	$	2,476,867,298	$	2,170,474,335	$	4,647,341,633

13

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

2012	Level 1		Level 2		Total
Mutual funds:
Domestic equity	$	146,730,551	$	—	$	146,730,551
International equity		66,954,254		—		66,954,254
Index (a)		372,725,462		—		372,725,462
Fixed income		290,956,395		—		290,956,395
Money market		1,660,972		—		1,660,972
		879,027,634		—		879,027,634
Corporate stocks:
Domestic large cap		1,194,001,522		—		1,194,001,522
Domestic small cap		4,091,916		—		4,091,916
		1,198,093,438		—		1,198,093,438
Collective investment funds:
Domestic equity (b)		—		474,564,780		474,564,780
International equity (c)		—		34,686,712		34,686,712
Target retirement date (d)		—		775,481,748		775,481,748
Fixed income (e)		—		319,433,018		319,433,018
		—		1,604,166,258		1,604,166,258
Pooled separate account:
Fixed income (e)		—		81,852,499		81,852,499
Life insurance policies		—		50,286		50,286
Total	$	2,077,121,072	$	1,686,069,043	$	3,763,190,115

(a) This category includes U.S. and non-U.S. equity funds and a U.S. bond fund.

(b) This category includes investments in equity securities of U.S. companies with an objective to achieve a return higher than the S&P 500 Index, for the large cap investments, and the Russell 2500 Index, for the small and mid cap investments. There are currently no redemption restrictions on these investments. The fair values of the investments in this category have been estimated using the net asset value per unit.

(c) This category includes investments in large cap equity securities of non-U.S. companies primarily located in developed countries, with an objective to achieve a return higher than the MSCI EAFE Index. There are currently no significant redemption restrictions on these investments. The fair values of the investments in this category have been estimated using the net asset value per unit.

14

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

(d) This category includes investments in highly diversified funds designed to remain appropriate for investors in terms of risk throughout a variety of life circumstances. These common/collective trust funds share the common goal of first growing and then later preserving principal and contain a mix of U.S. and non-U.S. equity securities, U.S. and non-U.S.-issued bonds, and cash. There are currently no redemption restrictions on these investments. The fair values of the investments in this category have been estimated using the net asset value per unit.

(e) This category includes funds designed to protect capital with low-risk investments and includes cash, bank notes, corporate notes, government bills, and various short-term debt instruments. There are currently no redemption restrictions on this investment, except for one of the investments, for which the Plan is required to provide a one-year redemption notice to liquidate its entire share in the fund. The fair value of the investment in this category has been estimated using the net asset value per unit. Certain investments’ fair value differs from the contract value. As previously discussed in Note 2, contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

5. Reconciliation of Financial Statements to the Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

	December 31
	2013		2012
Net assets available for benefits per the financial statements	$	4,876,450,337	$	3,964,353,282
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		448,754		9,388,006
Net assets available for benefits per Form 5500	$	4,876,899,091	$	3,973,741,288

15

U.S. Bank 401(k) Savings Plan

Notes to Financial Statements (continued)

6. Transactions With Parties in Interest

The Plan allows for transactions with certain parties who may perform services or have fiduciary responsibilities to the Plan. Parties in interest include the Company and U.S. Bank National Association (the Trustee). Transactions involving funds administered by the Trustee are considered party-in-interest transactions. These transactions, based on customary and reasonable rates, are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.

The Plan invests in the common stock of the Company. On December 31, 2013 and 2012, the Plan held 33,519,838 and 37,382,640 shares, respectively, of U.S. Bancorp common stock. During the years ended December 31, 2013 and 2012, the Plan recorded dividend income from U.S. Bancorp common stock of $31,753,797 and $30,580,700, respectively.

The Plan also invests in a money market mutual fund of First American Funds, Inc., which is managed by the Company.

7. Tax Status

The Plan has received a determination letter from the IRS dated September 16, 2013, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2010.

16

Supplemental Schedule

U.S. Bank 401(k) Savings Plan

EIN #41-0255900             Plan #004

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2013

Identity of Issuer, Borrower, Lessor, or Similar Party	Description of Investment, Including Maturity Date, Rate of Interest, Par, or Maturity Value			Current Value
Mutual funds
Cramer Rosenthal McGlynn, LLC		5,178,902	shares of Small/Mid Cap Value Fund	$	92,754,139
Dodge & Cox		983,953	shares of International Stock Fund		42,349,333
First American Funds, Inc(1)		6,202,130	shares of Prime Obligations Fund		6,202,130
Lord, Abbett & Co		2,893,553	shares of International Core Equity Fund		41,030,586
PIMCO		19,880,259	shares of Total Return Fund		212,519,969
Vanguard		10,253,045	shares of Developed Markets Index Fund		117,602,430
		2,334,855	shares of Extended Market Index Fund		146,512,131
		2,398,213	shares of Institutional Index Fund		405,969,467
		5,073,627	shares of Total Bond Market Index Fund		53,577,496
Total mutual funds					1,118,517,681
Corporate stock
U.S. Bancorp(1)		33,519,838	shares of common stock		1,354,201,455
Piper Jaffray Companies		104,884	shares of common stock		4,148,162
Total corporate stock					1,358,349,617
Collective investment funds
American Century Investments		2,942,620	units of Non U.S. Growth Equity Fund		42,638,560
The Boston Co Asset Management, LLC		6,025,741	units of EB US Small-Mid Cap Value Equity Fund		90,265,605
NWQ Investment Management Co, LLC		4,461,781	units of Large Cap Value Fund		120,557,310
Principal Global Investors		498,401	units of Small Mid Cap Growth Equity Fund		87,069,176
Rainier Investment Management, Inc		9,316,824	units of Large Cap Equity Fund		137,236,817
Vanguard		528,156	units of Target Retirement 2010 Trust I		21,501,215
		2,750,395	units of Target Retirement 2015 Trust I		112,106,090
		4,459,544	units of Target Retirement 2020 Trust I		181,548,016
		4,620,658	units of Target Retirement 2025 Trust I		185,565,622
		3,733,037	units of Target Retirement 2030 Trust I		148,761,518
		3,160,546	units of Target Retirement 2035 Trust I		126,611,469
		2,461,844	units of Target Retirement 2040 Trust I		100,320,128
		2,119,994	units of Target Retirement 2045 Trust I		86,135,370
		1,250,973	units of Target Retirement 2050 Trust I		51,139,764
		288,755	units of Target Retirement 2055 Trust I		14,408,876
		164,303	units of Target Retirement 2060 Trust I		4,303,086
		230,684	units of Target Retirement Income Trust I		9,794,842

17

U.S. Bank 401(k) Savings Plan

EIN #41-0255900             Plan #004

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (continued)

December 31, 2013

Identity of Issuer, Borrower, Lessor, or Similar Party	Description of Investment, Including Maturity Date, Rate of Interest, Par, or Maturity Value			Current Value
Collective investment funds (continued)
Wells Fargo Bank, N.A.		6,934,391	units of Fixed Income Fund F(2)	$	92,236,421
Wells Fargo Bank, N.A.		2,950,347	units of Fixed Income Fund B(2)		61,695,889
Wells Fargo Bank, N.A.		7,151,048	units of Fixed Income Fund L(2)		81,657,820
Wells Fargo Bank, N.A.		27,669,866	units of Short Term Investment Fund S(2)		27,669,866
Wells Fargo Bank, N.A.		1,349,960	units of Stable Return Fund G(2)		69,253,233
William Blair & Company, LLC		5,917,570	units of Small Cap Growth Fund		95,095,344
Winslow Capital Management, Inc		4,555,673	units of Mainstay Large Cap Growth Fund		142,091,443
Total collective investment funds					2,089,663,480
Pooled separate account
Metropolitan Life Insurance Company		696,715	units of Metlife Separate Account #613(2)		80,758,277
Life insurance policies
New England Mutual Life Insurance Co		1	policy		11,497
Northwestern Mutual Life Insurance Co		1	policy		41,081
Total life insurance policies					52,578
Total Investments					4,647,341,633
Participant loans (1)			Principal loan amount, interest rates ranging from 4.25% to 11.50% with varied maturities from January 15, 2014 to January 15, 2029		103,189,960
Total Assets				$	4,750,531,593

⁽¹⁾ Denotes party in interest to the Plan.

⁽²⁾ Investment held by the U.S. Bank Stable Value Fund.

18

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-100671 and 333-166193) pertaining to the U.S. Bank 401(k) Savings Plan of our report dated June 10, 2014, with respect to the financial statements and schedules of the U.S. Bank 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2013.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

June 10, 2014