US Bank 2003 Annual Report Download - page 117

If an optionee is terminated as a result of his or her During the two years ended December 31, 2002 and
gross misconduct or offense, all options terminate 2001, the Company did not consult with Ernst & Young
immediately, whether or not vested. Under the 2001 Plan, LLP on any items regarding the application of accounting
the 1999 Plan and the 1998 Plan, in the event an optionee principles, the type of audit opinion that might be rendered
is terminated immediately following a change in control (as on the Company’s financial statements, or the subject
defined in the plans) of U.S. Bancorp, and the termination is matter of a disagreement or reportable event (as described
due to business needs resulting from the change in control in Regulation S-K Item 304(a)(2)).
and not as a result of the optionee’s performance or U.S. Bancorp reported the change in accountants on a
conduct, all of the optionee’s outstanding options will Form 8-K filed on November 14, 2002. The Form 8-K
become immediately vested and exercisable as of the date of contained a letter from PricewaterhouseCoopers LLP,
such termination. Under the 1996 Plan, all outstanding addressed to the Securities and Exchange Commission,
options vest and become exercisable immediately following stating that it agreed with the statements concerning
a change in control. PricewaterhouseCoopers LLP in such Form 8-K.
If the outstanding shares of common stock of Website Access to SEC Reports U.S. Bancorp’s internet
U.S. Bancorp are changed into or exchanged for a different website can be found at usbank.com. U.S. Bancorp makes
number or kind of shares of stock or other securities as a available free of charge on its website its annual reports on
result of a reorganization, recapitalization, stock dividend, Form 10-K, quarterly reports on Form 10-Q, current
stock split, combination of shares, reclassification, merger, reports on Form 8-K, and amendments to those reports filed
consolidation or similar event, the number of shares or furnished pursuant to Section 13 or 15(d) of the
underlying outstanding options also may be adjusted. The Exchange Act, as well as all other reports filed by U.S.
number of shares underlying the options shown in the table Bancorp with the SEC, as soon as reasonably practicable
have been adjusted to maintain the economic value of the after electronically filed with, or furnished to, the SEC.
options following the special dividend paid to effect the
Governance Documents Our Corporate Governance
spin-off of our Piper Jaffray subsidiary. The plans may be
Guidelines, Code of Ethics and Business Conduct and Board
terminated, amended or modified by the Board of Directors
of Directors committee charters are available free of charge
at any time.
on our web site at usbank.com, by clicking on ‘‘About
Change in Certifying Accountants In response to the U.S. Bancorp,’’ then ‘‘Investor/Shareholder Information.’’
Sarbanes-Oxley Act of 2002, the Audit Committee Shareholders may request a free printed copy of any of
determined on November 8, 2002, to segregate the internal these documents from our investor relations department by
and external auditing functions performed for U.S. Bancorp contacting them at [email protected] or
by PricewaterhouseCoopers LLP and appointed Ernst & calling [phone].
Young LLP to become the Company’s external auditors
following the filing of the Company’s 2002 Annual Report Exhibits
on Form 10-K during the first quarter of 2003. Financial Statements Filed Page
No report of PricewaterhouseCoopers LLP on the U.S. Bancorp and Subsidiaries
financial statements of U.S. Bancorp for the years ended Consolidated Financial Statements ****************** 62-65
December 31, 2002 and 2001 contained an adverse opinion Notes to Consolidated Financial Statements ************* 66-104
Reports of Independent Auditors and Accountants ******* 105
or a disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope or accounting principles. During Schedules to the consolidated financial statements
the two years ended December 31, 2002 and 2001, there required by Regulation S-X are omitted since the required
were no disagreements with PricewaterhouseCoopers LLP information is included in the footnotes or is not applicable.
on any matter of accounting principles or practices, During the three months ended December 31, 2003,
financial statement disclosure or auditing scope or and through the date of this report, the Company filed the
procedure which, if not resolved to the satisfaction of following Current Reports on Form 8-K:
PricewaterhouseCoopers LLP, would have caused it to make
)Form 8-K dated October 21, 2003, relating to third
reference to the subject matter of the disagreement in quarter 2003 earnings;
connection with its reports on the financial statements for
such years. U.S. Bancorp believes that during the two years )Form 8-K dated October 23, 2003, relating to the
ended December 31, 2002 and 2001, there were no announcement by the former U.S. Bancorp Piper Jaffray
‘‘reportable events,’’ as defined in Item 304(a)(1)(v) of of the composition of its Board of Directors;
Regulation S-K of the Securities and Exchange Commission.
U.S. Bancorp 115