SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stone Kent V.

(Last)

(First)

(Middle)

800 NICOLLET MALL

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2013

3. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	34,694	D
Common Stock, $0.01 par value	14,509⁽¹⁾	I	By 401(k) plan
Common Stock, $0.01 par value	24,189	I	By Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Compensation Plan Participation	⁽²⁾	⁽²⁾	Common Stock, $0.01 par value	7,142	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/18/2019	Common Stock, $0.01 par value	22,978	$11.02	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/16/2020	Common Stock, $0.01 par value	14,009	$23.86	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/20/2014	Common Stock, $0.01 par value	9,241	$28.5	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	02/15/2022	Common Stock, $0.01 par value	9,211	$28.63	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/16/2021	Common Stock, $0.01 par value	7,332	$28.7	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	02/14/2016	Common Stock, $0.01 par value	23,804	$29.97	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	02/16/2015	Common Stock, $0.01 par value	19,738	$30.12	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/12/2018	Common Stock, $0.01 par value	51,798	$32.7	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	02/14/2023	Common Stock, $0.01 par value	20,594	$33.99	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	02/13/2017	Common Stock, $0.01 par value	29,947	$36.25	D
Restricted Stock Units	02/14/2014⁽¹³⁾	⁽¹³⁾	Common Stock, $0.01 par value	22,065⁽¹⁴⁾	⁽¹⁵⁾	D

Explanation of Responses:

1. Based on a plan report dated February 26, 2013, the most recent plan report available.

2. Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and is payable in common stock following the termination of the reporting person's employment with U.S. Bancorp

3. The option vested in four equal annual installments beginning on February 18, 2010.

4. The option vests in four equal annual installments beginning on February 16, 2011.

5. The option vested in four equal annual installments beginning on January 20, 2005.

6. The option vests in four equal annual installments beginning on February 15, 2013.

7. The option vests in four equal annual installments beginning on February 16, 2012.

8. The option vested in four equal annual installments beginning on February 14, 2007.

9. The option vested in four equal annual installments beginning on February 16, 2006.

10. The option vested in four equal annual installments beginning on February 12, 2009.

11. The option vests in four equal annual installments beginning on February 14, 2014.

12. The option vested in four equal annual installments beginning on February 13, 2008.

13. The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 2.

14. Prior to the first vesting, the number of units subject to the award will be adjusted based on the company's one-year performance against certain performance targets set on the grant date. The number of units may increase to as much as 125%, or decrease to as little as 0%, of the initial number of units. These restricted stock units make up part of the reporting person's 2013 long-term incentive compensation grant.

15. Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

Remarks:

poakentvstone.txt

	James L. Chosy for Kent V. Stone	03/01/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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