8-K/AExhibits & Filings

US BANCORP \DE\ 8-K/A Report, Exhibit Filing (Feb 16, 2023)

Filed February 16, 2023For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This amended 8-K filing from US BancORP (USB) primarily serves to provide updated financial information related to the acquisition of MUFG Union Bank. Investors should note that this filing is not updating the company's previously filed financial statements for the year ended December 31, 2021. Instead, it is providing supplemental financial data, including audited and unaudited financial statements for MUFG Union Bank itself. The core of this filing is the inclusion of pro forma financial statements. These statements combine the historical financials of US Bancorp and MUFG Union Bank, presented as if the acquisition had occurred on specific past dates. This pro forma information is crucial for investors to understand the potential financial scale and performance of the combined entity, although it's important to remember this is a hypothetical presentation and not a reflection of actual combined results to date.

Key Highlights

  • 1US Bancorp (USB) filed an 8-K/A amendment to provide financial statements related to the MUFG Union Bank acquisition.
  • 2The filing includes audited consolidated financial statements for MUFG Union Bank as of December 31, 2021, and for the year then ended.
  • 3Unaudited consolidated financial statements for MUFG Union Bank as of September 30, 2022, and for the nine months then ended are also provided.
  • 4Key to this filing are the unaudited pro forma condensed combined financial statements of US Bancorp and MUFG Union Bank.
  • 5These pro forma statements present combined income statements for the year ended December 31, 2021, and nine months ended September 30, 2022.
  • 6A pro forma balance sheet as of September 30, 2022, is also included, reflecting the hypothetical combined entity.
  • 7The pro forma financial information is for informational purposes and does not represent actual historical combined results or future projections.

Frequently Asked Questions

The main purpose of this filing is to provide investors with financial statements related to the acquisition of MUFG Union Bank. This includes historical financial statements of MUFG Union Bank and pro forma financial statements that show what the combined entity might have looked like historically.

No, this amended 8-K filing does not modify or update the consolidated financial statements of US Bancorp that were previously included in its Annual Report on Form 10-K for the year ended December 31, 2021. It only provides supplementary information regarding MUFG Union Bank and pro forma combined results.

Pro forma financial statements are hypothetical. They show how the financial statements of US Bancorp and MUFG Union Bank would look if the acquisition had occurred at an earlier date. Investors should use this information to understand the potential financial impact and scale of the combined company, but recognize that these are not actual historical results of the combined entity and do not project future performance.

The filing includes: (i) Audited consolidated financial statements of MUFG Union Bank as of December 31, 2021, and for the year then ended; (ii) Unaudited consolidated financial statements of MUFG Union Bank as of September 30, 2022, and for the nine months then ended; and (iii) Unaudited pro forma condensed combined financial statements for both income and balance sheet, reflecting the acquisition.