File under Rule 433

File Nos. 333-124535

and 333-124535-04

Issuer:

USB Capital XII

Guarantor:

U.S. Bancorp (Ticker: USB)

Size:

$500 million (20million trust preferred securities)

Overallotment Option:

3 million trust preferred securities

Expected Ratings:

A1/A/A+ (Moody’s/S&P/Fitch)

Maturity Date:

February 15, 2067

Coupon/Distribution Rate:

6.30% per annum

1st Coupon/Distribution

May 15, 2007 and quarterly thereafter

Redemption

On or after February 15, 2012 at $25 per trust preferred security plus accrued and unpaid distributions

Liquidation Amount / Par

$25 per trust preferred security

Trade Date:

January 25, 2007

Settle:

February 1, 2007 (T + 5)

Expected Listing:

NYSE

Public Offering Price:

$25 per trust preferred security

Net Proceeds (before expenses) to Issuer:

$484,250,000, subject to increase of $0.2875 per trust preferred security for sales of more than 20,000 trust preferred securities to a single purchaser

Structuring Advisor and Joint Book-runner:

Merrill Lynch & Co (physical)

Joint Book-runners:

Morgan Stanley and UBS Investment Bank

Sr. Co-Managers:

A.G. Edwards & Sons, Citigroup, RBC Capital Markets and Wachovia Securities

Jr. Co-Managers:

Banc of America Securities LLC, Bear, Stearns & Co. Inc., Charles Schwab, Credit Suisse, Goldman, Sachs & Co., Jefferies & Co., Lehman Brothers, and Stifel Nicolaus