Business Context and Reporting Period
This Form 8-K Current Report is filed by U.S. Bancorp for the reporting period ending February 28, 2003. The filing primarily addresses a change in the company's certifying accountants in compliance with the Sarbanes-Oxley Act of 2002.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and auditor transitions rather than financial performance data.
Material Changes
- Dismissal of External Auditor: PricewaterhouseCoopers LLP (PwC) was dismissed as the external auditor effective February 28, 2003, following the completion of the fiscal year 2002 audit and the filing of the Form 10-K.
- Appointment of New Auditor: Ernst & Young LLP was appointed as the new external auditor effective February 28, 2003.
- Segregation of Duties: In response to the Sarbanes-Oxley Act, the Audit Committee previously determined on November 8, 2002, to segregate internal and external auditing functions. PwC will continue to provide internal audit services under the direction of U.S. Bancorp's internal audit team.
Guidance, Risks, and Contingencies
Audit Opinions and Disagreements:
- No adverse opinions, disclaimers, or qualifications were issued by PwC for the past two fiscal years.
- There were no disagreements with PwC regarding accounting principles, financial statement disclosures, or audit scope/procedures during the two most recent fiscal years.
- No "reportable events" as defined in Regulation S-K occurred during the two most recent fiscal years.
- U.S. Bancorp has not consulted with Ernst & Young LLP regarding accounting principles, potential audit opinions, or disagreements during the two most recent fiscal years or through February 28, 2003.
Investor Verification Checklist
- Verify the effective date of the auditor transition (February 28, 2003) and the completion of the 2002 fiscal year audit.
- Confirm that PwC's letter to the SEC (Exhibit 16.1) agrees with the company's statements regarding the lack of disagreements or reportable events.
- Review the filed Form 10-K for the fiscal year ended December 31, 2002, to obtain actual financial performance metrics not included in this 8-K.
- Monitor future filings to ensure the new auditor, Ernst & Young LLP, issues an unqualified opinion on subsequent financial statements.