US BANCORP \DE\ — Capital/Financing Update 2010

May 10, 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2010

U.S. Bancorp

(Exact name of registrant as specified in its charter)

1-6880 (Commission File Number)

Delaware	41-0255900
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

800 Nicollet Mall Minneapolis, Minnesota 55402 (Address of principal executive offices and zip code)

(651) 466-3000 (Registrant’s telephone number, including area code)

(not applicable) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01. Other Events.

On May 10, 2010, U.S. Bancorp, a Delaware corporation (the “Company”), issued a press release announcing the commencement of its offer to exchange (the “Exchange Offer”) up to 1,250,000 of its Depositary Shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Company’s Series A Non-Cumulative Perpetual Preferred Stock, $100,000 liquidation preference per share (the “Preferred Stock”), for any and all of the 1,250,000 outstanding 6.189% Fixed-to-Floating Rate Normal Income Trust Securities, liquidation amount $1,000 per security, of USB Capital IX (the “Trust”). The Depositary Shares to be issued in the Exchange Offer, and the underlying shares of the Company’s Preferred Stock, are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4, File No. 333-166706 (the “Registration Statement”). A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release is also being filed herewith in accordance with Rule 425 under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by the Company on May 10, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Lee R. Mitau
Lee R. Mitau
Executive Vice President, General Counsel and
Corporate Secretary

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EXHIBIT INDEX

99.1 Press Release issued by the Company on May 10, 2010.

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