-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V62ifMnkkEg30HCLWvZOhRVnk/hV079wwEdDPn5be+71zcT6XdF0H+lxic6+sl6Q waRwI7x0fExFTkI0yossQw== 0000950134-02-014485.txt : 20021216 0000950134-02-014485.hdr.sgml : 20021216 20021114181342 ACCESSION NUMBER: 0000950134-02-014485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021108 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021114 DATE AS OF CHANGE: 20021216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 02827211 BUSINESS ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 8-K 1 c73014e8vk.htm FORM 8-K U.S. BANCORP
 

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): November 8, 2002

1-6880
(Commission File Number)

U.S. BANCORP
 (Exact name of registrant as specified in its charter)

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

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

(612) 973-1111
(Registrant’s telephone number, including area code)

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

 

 

ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS

     In response to the Sarbanes-Oxley Act of 2002, the Audit Committee of the Board of Directors of U.S. Bancorp determined on November 8, 2002, to segregate the internal and external auditing functions currently performed for U.S. Bancorp by PricewaterhouseCoopers LLP. On November 8, 2002, the Audit Committee also appointed Ernst & Young LLP to become U.S. Bancorp’s external auditors following the filing of U.S. Bancorp’s Annual Report on Form 10-K during the first quarter of 2003. PricewaterhouseCoopers LLP will complete the audit of U.S. Bancorp’s financial statements for the year ending December 31, 2002, and will continue to provide internal audit services to U.S. Bancorp under the direction of the company’s internal audit team thereafter. A press release issued on November 12, 2002, discussing these changes is included as Exhibit 99.1 to this report.

     No report of PricewaterhouseCoopers LLP on the financial statements of U.S. Bancorp for the past two fiscal years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. During U.S. Bancorp’s two most recent fiscal years and the interim periods since the completion of its last fiscal year, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years. A copy of a letter from PricewaterhouseCoopers LLP to the SEC, dated November 14, 2002, stating whether or not it agrees with the above statements, is included as Exhibit 16.1 to this report.

     During its two most recent fiscal years and through November 8, 2002, U.S. Bancorp has not consulted with Ernst & Young LLP on any items regarding the application of accounting principles, the type of audit opinion that might be rendered on U.S. Bancorp’s financial statements, or the subject matter of a disagreement or reportable event (as described in Regulation S-K Item 304(a)(2)).

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         
(c)   Exhibits.    
 
    16.1   Letter from PricewaterhouseCoopers LLP dated November 14, 2002.
 
    99.1   Press Release issued by U.S. Bancorp on November 12, 2002.

 

 

SIGNATURES

     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.

         
        U.S. BANCORP
 
        By: /s/ TERRANCE R. DOLAN
Terrance R. Dolan
Executive Vice President and Controller
(Chief Accounting Officer and Duly Authorized Officer)
 
DATE:   November 14, 2002    

  EX-16.1 3 c73014exv16w1.htm EX-16.1 LETTER FROM PRICEWATERHOUSECOOPERS, LLP US BANCORP

 

[PricewaterhouseCoopers Letterhead]

November 14, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by U.S. Bancorp (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company’s Form 8-K report dated November 8, 2002. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

EX-99.1 4 c73014exv99w1.htm EX-99.1 PRESS RELEASE exv99w1

 

U.S. Bancorp Investor Relations

Exhibit 99.1

U.S. Bancorp (ticker USB, exchange: New York Stock Exchange) News Release-11/12/2002

U.S. Bancorp Segregates Audit Functions; Appoints New External Auditors for 2003

MINNEAPOLIS—(BUSINESS WIRE)—Nov. 12, 2002—U.S. Bancorp announced today that its external and internal audit services previously performed by PricewaterhouseCoopers LLP will be segregated beginning in 2003, as required under the Sarbanes-Oxley Act. Under that Act, independent accountants will no longer be permitted to provide clients with integrated audit services encompassing both functions.

Accordingly, U.S. Bancorp’s Audit Committee has reaffirmed its engagement of PricewaterhouseCoopers LLP to continue performing internal audit services under the direction of the company’s internal audit team, and intends to engage Ernst & Young LLP as its independent auditors with respect to U.S. Bancorp’s public financial statements in 2003.

As part of this transition, PricewaterhouseCoopers LLP will complete the audit of U.S. Bancorp’s financial statements for the year ending December 31, 2002. Upon filing of U.S. Bancorp’s Annual Report on Form 10-K during the first quarter of 2003, Ernst & Young LLP will assume the external audit function.

Minneapolis-based U.S. Bancorp (NYSE:USB), with assets in excess of $174 billion, is the 8th largest financial services holding company in the United States. The company operates 2,133 banking offices and 4,680 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is home of the Five Star Service Guarantee which assures customers of certain key banking benefits and services or customers will be paid for their inconvenience. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.

CONTACT: U.S. Bancorp

   
  Steve Dale (Media), 612/303-0784
H.D. McCullough (Analysts), 612/303-0786
Judith Murphy (Analysts), 612/303-0783

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