CALCULATION OF REGISTRATION FEE
|Title of Each Class of Securities Offered||Maximum Aggregate Offering Price||Amount of Registration Fee(1)|
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Registration No. 333-237082
PRICING SUPPLEMENT NO. 2 DATED JULY 16, 2020
TO PROSPECTUS DATED MARCH 11, 2020, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED MARCH 11, 2020, AND
SUPPLEMENTAL TO THE OFFICERS CERTIFICATE AND COMPANY ORDER
DATED MARCH 11, 2020
Medium-Term Notes, Series AA (Senior)
Medium-Term Notes, Series BB (Subordinated)
This pricing supplement supplements the terms and conditions in the prospectus, dated March 11, 2020, as supplemented by the prospectus supplement, dated March 11, 2020, and relates to the offering and sale of $1,250,000,000 1.375% Senior Notes due July 22, 2030 (the Notes) of U.S. Bancorp (USB or the Company).
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 not secured.
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-3 of the accompanying prospectus supplement and the discussion of risk factors contained in our annual and quarterly reports filed with the Securities and Exchange Commission, which are incorporated by reference herein.
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 attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|Per Note (1)||Total|
Price to Public
Agents Commission or Discount
Net Proceeds (Before Expenses) to the Company
Plus accrued interest, if any, from July 20, 2020, 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 20, 2020.
Joint Book-Running Managers
U.S. Bancorp Investments, Inc.
|Goldman Sachs & Co. LLC||RBC Capital Markets, LLC|
Blaylock Van, LLC
|Cabrera Capital Markets, LLC||Siebert Williams Shank & Co., LLC|
In the opinion of Mayer Brown LLP, as counsel to the Company, when the Notes offered by this pricing supplement have been executed and delivered by the Company and authenticated by the trustee in accordance with the indenture and when payment therefor is received by the Company, the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits of the indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.
This opinion is given as of the date hereof and is limited solely to the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the opinion of such counsel dated March 11, 2020, which has been filed as Exhibit 5.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2020.
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