Business Context and Reporting Period
This Form 8-K Current Report was filed by U.S. Bancorp on November 8, 2002. The report addresses a significant corporate governance change mandated by the Sarbanes-Oxley Act of 2002, specifically regarding the segregation of internal and external auditing functions.
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 auditor changes and does not contain financial statement data.
Material Changes
- Change in Certifying Accountants: The Audit Committee decided to replace PricewaterhouseCoopers LLP (PwC) as the external auditor.
- New Auditor Appointment: Ernst & Young LLP was appointed to become the external auditor effective after the filing of the 2003 Annual Report on Form 10-K.
- Role Segregation: PwC will complete the audit for the fiscal year ending December 31, 2002, but will no longer serve as the external auditor. PwC will continue to provide internal audit services under the direction of U.S. Bancorp's internal audit team.
Management Commentary, Risks, and Contingencies
Reason for Change: The decision was made in response to the Sarbanes-Oxley Act of 2002, which requires the segregation of internal and external auditing functions.
Disagreements and Opinions:
- No report from PwC for the past two fiscal years contained an adverse opinion, disclaimer, or qualification regarding uncertainty, scope, or accounting principles.
- There were no disagreements with PwC on accounting principles, practices, disclosures, or audit scope during the two most recent fiscal years or interim periods.
- U.S. Bancorp has not consulted with Ernst & Young LLP regarding accounting principles, potential audit opinions, or reportable events prior to this appointment.
Important Facts for Investor Verification
- Verify the effective date of Ernst & Young LLP's appointment as external auditor (post-2003 10-K filing).
- Confirm the completion of the 2002 fiscal year audit by PricewaterhouseCoopers LLP.
- Review the press release dated November 12, 2002 (Exhibit 99.1) for additional details on the transition.
- Examine the letter from PricewaterhouseCoopers LLP to the SEC (Exhibit 16.1) to confirm their agreement with the company's statements regarding the lack of disagreements.