US Bank 2002 Annual Report Download - page 115

the plan have a term of 10 years from the grant date and auditing scope or procedure which, if not resolved to the
become exercisable over a period of time set forth in the satisfaction of PricewaterhouseCoopers LLP, would have
plan or determined by the committee administering the caused it to make reference to the subject matter of the
plan. Options granted under the plan are nontransferable disagreement in connection with its reports on the financial
and, during the optionee’s lifetime, are exercisable only by statements for such years. U.S. Bancorp believes that during
the optionee. the most two recent fiscal years, there were no ‘‘reportable
If an optionee is terminated as a result of his or her events,’’ as defined in Item 304(a)(1)(v) of Regulation S-K of
gross misconduct or offense, all options terminate the Securities and Exchange Commission.
immediately, whether or not vested. Under the 2001 Plan, During the Company’s two most recent fiscal years, the
the 1999 Plan and the 1998 Plan, in the event an optionee Company did not consult with Ernst & Young LLP on any
is terminated immediately following a change in control (as items regarding the application of accounting principles, the
defined in the plans) of U.S. Bancorp, and the termination is type of audit opinion that might be rendered on the
due to business needs resulting from the change in control Company’s financial statements, or the subject matter of a
and not as a result of the optionee’s performance or disagreement or reportable event (as described in Regulation
conduct, all of the optionee’s outstanding options will S-K Item 304(a)(2)).
become immediately vested and exercisable as of the date of U.S. Bancorp reported the change in accountants on
such termination. Under the 1996 Plan, all outstanding Form 8-K on November 14, 2002. The Form 8-K contained
options vest and become exercisable immediately following a letter from PricewaterhouseCoopers LLP, addressed to the
a change in control. Securities and Exchange Commission, stating that it agreed
If the outstanding shares of common stock of with the statements concerning PricewaterhouseCoopers
U.S. Bancorp are changed into or exchanged for a different LLP in such Form 8-K.
number or kind of shares of stock or other securities as a Website Access to SEC Reports U.S. Bancorp’s Internet
result of a reorganization, recapitalization, stock dividend, website can be found at www.usbank.com. U.S. Bancorp
stock split, combination of shares, reclassification, merger, makes available free of charge on its website its annual
consolidation or similar event, the number of shares reports on Form 10-K, quarterly reports on Form 10-Q,
underlying outstanding options also may be adjusted. The current reports on Form 8-K, and amendments to those
plans may be terminated, amended or modified by the reports filed or furnished pursuant to Section 13(a) or
Board of Directors at any time. 159(d) of the Exchange Act, as well as all other reports
Change in Certifying Accountants In response to the filed by U.S. Bancorp with the SEC, as soon as reasonably
Sarbanes-Oxley Act of 2002, the Audit Committee practicable after we electronically file them with, or furnish
determined on November 8, 2002, to segregate the internal them to, the SEC.
and external auditing functions performed for U.S. Bancorp Exhibits
in fiscal year 2002 by PricewaterhouseCoopers LLP and
Financial Statements Filed Page
appointed Ernst & Young LLP to become the Company’s
U.S. Bancorp and Subsidiaries
external auditors following the filing of the Company’s
Consolidated Financial Statements ****************** 62-65
2002 Annual Report on Form 10-K during the first quarter Notes to Consolidated Financial Statements ************* 66-103
of 2003. PricewaterhouseCoopers LLP completed the audit Report of Independent Accountants ******************** 61
of the Company’s financial statements for the year ended Schedules to the consolidated financial statements
December 31, 2002, and will continue to provide internal required by Regulation S-X are omitted since the required
audit services under the direction of the Company’s internal information is included in the footnotes or is not applicable.
audit team. During the three months ended December 31, 2002,
No report of PricewaterhouseCoopers LLP on the and through the date of this report, the Company filed the
financial statements of U.S. Bancorp for the past two fiscal following Current Reports on Form 8-K:
years contained an adverse opinion or a disclaimer of Form 8-K filed October 16, 2002, relating to third
opinion, or was qualified or modified as to uncertainty, audit quarter 2002 and anticipated full year 2002 earnings.
scope or accounting principles. During the Company’s two Form 8-K filed November 14, 2002, announcing a
most recent fiscal years, there were no disagreements with change in U.S. Bancorp’s certifying accountants.
PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure or
U.S. Bancorp 113