UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On December 1, 2022, U.S. Bancorp (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, its acquisition of MUFG Union Bank N.A.’s (“MUFG Union Bank”) core regional banking franchise pursuant to a Share Purchase Agreement, dated as of September 21, 2021 (as amended by Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022), by and among the Company, Mitsubishi UFJ Financial Group, Inc. (“MUFG”) and MUFG Americas Holdings Corporation (“Seller”), which provided for the Company’s purchase from the Seller (the “Share Purchase”) of all the issued and outstanding shares of common stock of MUFG Union Bank.
This Current Report on Form 8-K/A (this “Amended 8-K”) amends and supplements the Original 8-K filed by the Company, and is being filed to provide the historical financial statements and the pro forma financial information pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, respectively. In accordance with the requirements of Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, this Amended 8-K is being filed within 71 calendar days after the date that the Original 8-K was required to be filed with respect to the above referenced transaction.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
The Company is filing: (i) as Exhibit 99.1 to this Amended 8-K, MUFG Union Bank’s audited consolidated financial statements as of December 31, 2021 and for the year ended December 31, 2021; (ii) as Exhibit 99.2 to this Amended 8-K, MUFG Union Bank’s unaudited consolidated financial statements as of September 30, 2022 and for the nine months ended September 30, 2022; and (iii) as Exhibit 99.3 to this Amended 8-K, the unaudited pro forma condensed combined consolidated financial statements of the Company and MUFG Union Bank, consisting of the unaudited pro forma condensed combined consolidated income statements of the Company and MUFG Union Bank for the year ended December 31, 2021 and nine months ended September 30, 2022, giving effect to the Share Purchase as if it had occurred on January 1, 2021, and the unaudited pro forma condensed combined consolidated balance sheet of the Company and MUFG Union Bank as of September 30, 2022, giving effect to the Share Purchase as if it had occurred on September 30, 2022.
The pro forma financial information included in this Amended 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and MUFG Union Bank would have achieved had the businesses been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined businesses may achieve after the Share Purchase was consummated.
This Amended 8-K does not modify or update the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, nor does it reflect any subsequent information or events.
(d) Exhibits.
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/ Lisa R. Stark | |
| Lisa R. Stark | ||
| Executive Vice President and Controller | ||
DATE: February 16, 2023