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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ITEM 8.01 OTHER EVENTS
On December 1, 2022, U.S. Bancorp (the “Company”) filed a Current Report on Form 8-K (as amended by Form 8-K/A filed on February 16, 2023) to report, among other things, its acquisition on December 1, 2022, 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. 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 is being filed to update certain pro forma financial information of the Company for purposes of incorporating such information by reference into one or more registration statements filed or to be filed by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Company is filing as Exhibit 99.1 to this Form 8-K the unaudited pro forma condensed combined consolidated income statement of the Company and MUFG Union Bank for the year ended December 31, 2022, giving effect to the Share Purchase as if it had occurred on January 1, 2022.
The pro forma condensed combined consolidated income statement included as an exhibit to this Form 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 period presented in the pro forma condensed combined consolidated income statement and is not intended to project the future results of operations that the combined businesses may achieve after the Share Purchase was consummated.
This Form 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, 2022, nor does it reflect any subsequent information or events.
(d) Exhibits.
| 99.1 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 8, 2023