1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2001 1-6880 (Commission File Number) ----------------------- U.S. BANCORP (Exact name of Registrant as specified in its charter) DELAWARE 41-0255900 (State of incorporation) (I.R.S. Employer Identification Number) U.S. Bank Place 601 Second Avenue South, Minneapolis, Minnesota 55402-4302 (Address of Registrant's principal executive office) (612) 973-1111 (Registrant's telephone number) 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired The following audited consolidated financial statements of Firstar Corporation, a Wisconsin corporation ("Firstar"), are included in this report: - Consolidated Balance Sheets as of December 31, 2000 and 1999; and - Consolidated Statements of Income for the Years Ended December 31, 2000, 1999 and 1998; and - Consolidated Statements of Changes in Shareholders' Equity for the Years Ended 2000, 1999, and 1998; and - Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998. (b) Pro Forma Financial Information The following unaudited pro forma combined financial statements of Firstar and the Registrant were filed previously: - Unaudited Pro Forma Combined Selected Financial Data for the most recent five years ended December 31, 2000; and - Unaudited Pro Forma Combined Balance Sheet for the Year Ended December 31, 2000; and - Unaudited Pro Forma Combined Income Statements for the Years Ended December 31, 2000, 1999 and 1998; and - Notes to Unaudited Pro Forma Combined Financial Information 3 (c) Exhibits The following exhibits are filed herewith: Exhibit Number Title 23.1 Consent of PricewaterhouseCoopers LLP regarding the audited financial statements of Firstar Corporation included herein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. BANCORP By: /s/ Terrance R. Dolan ------------------------------------- Name: Terrance R. Dolan Title: Senior Vice President and Controller Date: March 16, 2001 -3- 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP regarding the audited financial statements of Firstar Corporation included herein -4-