-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMEFRZqOdYZq9MNQlLfgPibieePIKs16SPfVu05mOFJj9p9pJ+8Ln6rDq6J/+moL /vfifm4+JDIQau7hDF6O0Q== /in/edgar/work/20000626/0000950124-00-003883/0000950124-00-003883.txt : 20000920 0000950124-00-003883.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950124-00-003883 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06880 FILM NUMBER: 660531 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH-FIRST BANK PLACE STREET 2: 601 2ND AVENUE SOUTH-FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 11-K 1 e11-k.txt FORM 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from (not applicable) Commission file number 1-6880 U.S. BANCORP 401(k) SAVINGS PLAN U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Full title of the plan and the address of the plan) U.S. BANCORP U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Name and address of principal executive offices of the issuer of the securities) 2 REQUIRED INFORMATION U.S. Bancorp 401(k) Savings Plan ("the Plan"), fka U.S. Bancorp Capital Accumulation Plan, is subject to the Employee Retirement Income Security act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two years ended December 31, 1999 and 1998, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Exhibit 13 and incorporated herein by this reference. The following exhibits are filed with this report:
Exhibit Number Description Page - -------------- ----------- ---- 13 Annual Report for the year ended December 31, 1999 23 Consent of Ernst & Young LLP
SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. BANCORP 401(k) SAVINGS PLAN By: U.S. Bancorp 401(k) Savings Plan Benefit Administration Committee /s/ George Budzynski - ----------------------------------------- June 26, 2000 George Budzynski Benefit Administration Committee Chairman EX-13 2 ex13.txt ANNUAL REPORT 1 AUDITED FINANCIAL STATEMENTS AND SCHEDULES U.S. BANCORP 401(K) SAVINGS PLAN YEARS ENDED DECEMBER 31, 1999 AND 1998 2 U.S. Bancorp 401(k) Savings Plan Audited Financial Statements and Schedules Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors............................................1 Audited Financial Statements and Schedules Statements of Net Assets Available for Benefits...........................2 Statements of Changes in Net Assets Available for Benefits................3 Notes to Financial Statements.............................................4 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year....................................10 Schedule G, Part III - Nonexempt Transactions............................12
3 Report of Independent Auditors Benefits Administration Committee U.S. Bancorp We have audited the accompanying statements of net assets available for benefits of the U.S. Bancorp 401(k) Savings Plan (the Plan) as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 1999 and nonexempt transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Minneapolis, Minnesota June 21, 2000 1 4 U.S. Bancorp 401(k) Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ----------------- ---------------- ASSETS Cash $ 3 $ 1,333 Investments, at fair value (see Note 3) 1,609,585,344 1,768,760,286 Accrued income 786,378 625,894 Employer contribution receivable 3,751,660 16,509,553 ----------------- ---------------- 1,614,123,385 1,785,897,066 LIABILITIES Settlements payable and other liabilities 116,597 147,401 ----------------- ---------------- Net assets available for benefits $ 1,614,006,788 $ 1,785,749,665 ================= ================
See accompanying notes. 2 5 U.S. Bancorp 401(k) Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ---------------- ---------------- Additions: Contributions: Employer $ 34,671,212 $ 16,686,245 Participants 65,827,261 61,085,371 Interest and dividend income 31,502,779 23,604,059 Dividends from U.S. Bancorp 13,524,813 14,860,088 Transfers from plans of acquired institutions 154,298,325 13,839,327 Other additions 891,613 1,282 ---------------- ---------------- 300,716,003 130,076,372 Net gain on sale or distribution of securities 151,476,243 136,091,995 ---------------- ---------------- 452,192,246 266,168,367 Deductions: Distributions to participants 273,274,693 216,255,376 Administrative expenses 2,331,219 1,476,306 ---------------- ---------------- 275,605,912 217,731,682 ---------------- ---------------- 176,586,334 48,436,685 Decrease in unrealized appreciation in fair value of securities (348,329,211) (134,157,237) ---------------- ---------------- Net additions (171,742,877) (85,720,552) Net assets available for benefits at beginning of year 1,785,749,665 1,871,470,217 ---------------- ---------------- Net assets available for benefits at end of year $ 1,614,006,788 $ 1,785,749,665 ================ ================
See accompanying notes. 3 6 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements December 31, 1999 1. DESCRIPTION OF THE PLAN The following description of the U.S. Bancorp 401(k) Savings Plan, formerly the U.S. Bancorp Capital Accumulation Plan (the Plan), provides only general information. Participants should refer to the 401(k) Savings Plan section of the "Investing in Your Future" handbook for a more complete description of the Plan's provisions which can be obtained from the U.S. Bancorp's U-Connect Service Center. The Plan is a defined contribution retirement plan covering substantially all personnel who have completed one year of service. Each participant may elect to contribute up to a maximum of 16% of his or her annual salary each year. These contributions are deposited in the Plan semi-monthly. Effective January 1, 1999, the Company contributes an amount equal to 100% of each participant's contribution up to 4% of his or her annual salary. Prior to December 31, 1998, contributions up to a maximum of 6% of annual pay were matched 50% by the Company. Matching contributions are invested in the U.S. Bancorp Stock Fund. Participants are immediately vested in all contributions. Each participant may elect to have his or her balances invested in various investment funds. Each participant's account is credited with the participant's contributions, the related matching contribution and an allocation of the earnings of the funds in which the participant has elected to invest. Allocations are based upon participant account balances, as defined. The Plan contains provisions allowing participants to borrow from their Plan account. Participants may take only one loan in a 12-month period and have only two loans outstanding at a time. The minimum loan is $1,000 and the maximum is the lesser of 50% of their account balance, or $50,000 minus their highest outstanding loan balance during the past 12 months. U.S. Bancorp (the Company), has the right, under the Plan, to suspend or terminate the Plan at any time. In the event of a termination of the Plan, all benefits of the participants are eligible for distribution. 4 7 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) The Plan includes an Employee Stock Ownership Plan (ESOP) fund. For most active plan participants, shares in the Company stock fund became part of the new ESOP fund and the dividends earned on U.S. Bancorp stock are distributed to participants. This amount will be invested in the Company stock fund and transferred to the ESOP fund on an annual basis. Dividends paid on U.S. Bancorp common stock held in the ESOP are recorded in the dividend pass through account and then distributed to participants. Dividends distributed to participants were $13,524,813 and $10,287,145 for the plan years ended December 31, 1999 and 1998, respectively. MERGERS During 1999 and 1998, several defined contribution plans merged into the U.S. Bancorp 401(k) Savings Plan. These plans were originally established for the employees of companies that U.S. Bancorp acquired over the past several years. Effective March 31, 1999, the Piper Jaffray Companies 401(k) Plan and Piper Jaffray ESOP, with combined assets of $154,298,325, merged with the Plan. 2. SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING METHOD The accounting records of the U.S. Bancorp 401(k) Savings Plan are maintained on the accrual basis in conformity with generally accepted accounting principles. INVESTMENTS Investments are stated at aggregate fair value. Securities which are traded on a national securities exchange or which are actively traded in local over-the-counter markets are valued at the last reported sales price of the year; securities traded in the national over-the-counter market are valued at the last reported bid price of the year. The fair value of participation interests in pooled funds is based on the quoted redemption value on the last business day of the year. Participant notes receivable are valued at cost which approximates fair value. 5 8 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Brokers' commissions and other expenses incurred upon the purchase of securities are included in the cost of the securities. Brokers' commissions and other expenses incurred upon the sale of securities are reflected as a reduction in the proceeds from the sale. The change from the beginning to the end of the year in the difference between current value and the cost of investments is reflected in the statement of changes in net assets available for benefits as change in unrealized appreciation or depreciation in the fair value of securities. The net gain on sale of securities is the difference between the proceeds received and the average cost of investments sold. Purchases and sales of securities are recorded on the trade date. If a trade is open at the end of the year, a settlement receivable or payable is reflected in the statement of net assets available for benefits. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATION Certain 1998 amounts have been reclassified to conform to the 1999 presentation. 6 9 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS During 1999 and 1998, the Plan's investments appreciated (depreciated) in fair value as shown below:
REALIZED/UNREALIZED APPRECIATION/ (DEPRECIATION) IN FAIR FAIR VALUE VALUE DURING YEAR AT END OF YEAR ----------------- -------------- Year ended December 31, 1999: Common stock $ 8 $ 936 Real estate 41,147 - Mutual funds 102,136,271 942,512,300 U.S. Bancorp (USB) common stock (299,030,394) 627,943,023 Participant notes receivable - 39,129,085 ----------------- ---------------- $ (196,852,968) $ 1,609,585,344 ================= ================ Year ended December 31, 1998: Mutual funds $ 43,853,074 $ 733,193,550 U.S. Bancorp (USB) common stock (41,918,316) 1,001,167,542 Participant notes receivable - 34,399,194 ----------------- ---------------- $ 1,934,758 $ 1,768,760,286 ================= ================
The Plan's investments are held in various bank administered trust accounts. Investments that represent 5% or more of the Plan's net assets are as follows: DECEMBER 31, 1999 U.S. Bancorp common stock, 26,369,757 shares $ 627,943,023 First American Funds, Inc., International Fund, 3,809,761 shares 91,548,563 First American Funds, Inc. Prime Obligations Fund, 164,814,914 shares 164,814,914 First American Funds, Inc., Small Capital Value Fund, 5,587,149 shares 82,969,169 First American Funds, Inc.--Large Capital Value Fund, 7,537,007 shares 160,086,018 First American Funds, Inc.--Equity Index Fund, 8,590,177 shares 244,390,547
7 10 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) DECEMBER 31, 1998 U.S. Bancorp common stock, 28,201,903 shares $ 1,001,167,542 First American Funds, Inc. Prime Obligations Fund, 151,021,275 shares 151,021,275 First American Funds, Inc.--Small Capital Value Fund, 6,462,736 shares 90,801,435 First American Funds, Inc.--Large Capital Value Fund, 6,106,039 shares 136,042,544 First American Funds, Inc.--Equity Index Fund, 7,539,428 shares 184,339,017
4. TRANSACTIONS WITH PARTIES-IN-INTEREST On December 31, 1999 and 1998, the Plan owned 26,369,757 and 28,201,903 shares of U.S. Bancorp common stock, respectively. For the years ended December 31, 1999 and 1998, the Plan distributed shares of U.S. Bancorp common stock to participants as follows:
DISTRIBUTIONS ---------------------------- SHARES COST --------- ----------- 1999 2,015,469 $21,708,095 1998 2,298,475 $24,649,288
Fees paid for trust services rendered by parties-in-interest were based on customary and reasonable rates for such services. Other expenses incurred represent professional fees paid to the Plan's benefit consultants and actuaries and the costs of printing enrollment forms, summary plan descriptions and other miscellaneous items. These expenses were paid directly by the Plan for the year ended December 31, 1999, and were reimbursed to the Company in the amount of $367,893 for the year ended December 31, 1998. 8 11 U.S. Bancorp 401(k) Savings Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service, dated March 31, 1999, stating that the Plan is qualified under Sections 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 9 12 U.S. Bancorp 401(k) Savings Plan EIN: 41-0255900 Plan #004 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, PAR OR CURRENT LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE - ------------------------------------------------------------------------------------------------------------------ MUTUAL FUNDS First American Investment Funds, Inc. 3,809,761 units of International Fund $ 52,999,175 $ 91,548,563 6,201,395 units of Fixed Income Fund 68,739,128 64,680,555 8,590,177 units of the Equity Index Fund 145,457,735 244,390,547 5,587,149 units of the Small Capital Value Fund 76,698,027 82,969,169 7,537,007 units of Large Capital Value Fund 174,855,184 160,086,018 164,814,914 units of Prime Obligations Fund 164,814,914 164,814,914 2,880,580 units of Mid Capital Value Fund 43,711,658 37,620,386 3,362,852 units of Strategy Growth & Income Fund 38,146,789 39,648,026 350,944 units of Strategy Income Fund 3,866,485 3,600,685 864,974 units of Strategy Growth Fund 10,454,358 11,132,209 621,400 units of Strategy Aggressive Growth Fund 7,788,409 8,513,175 441,582 units of Small Capital Growth Fund 8,820,733 10,200,534 450,884 units of Mid-Cap Growth Fund 6,410,709 7,214,141
10 13 U.S. Bancorp 401(k) Savings Plan EIN: 41-0255900 Plan #004 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year (continued)
DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, PAR OR CURRENT LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE - --------------------------------------------------------------------------------------------------------------------------- MUTUAL FUNDS (CONTINUED) First American Investment Funds, Inc. 761,276 units of Large Cap Growth Fund $ 15,611,639 $ 16,093,378 (continued) ---------------- ---------------- 818,374,943 942,512,300 CORPORATE STOCK *U.S. Bancorp 26,369,757 shares of common stock 334,149,091 627,943,023 MISCELLANEOUS ASSETS Tyco Intl 24 shares of common stock - 936 PARTICIPANT NOTES RECEIVABLE $39,129,085 principal amount at interest rates from 5% to 11% - 39,129,085 ---------------- ---------------- TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 1,152,524,034 $ 1,609,585,344 ================ ================
- ---------- [FN] * Indicates party-in-interest to the Plan. 11 14 U.S. Bancorp 401(k) Savings Plan EIN: 41-0255900 Plan #004 Schedule G, Part III - Nonexempt Transactions Year ended December 31, 1999
(B) RELATIONSHIP TO PLAN, EMPLOYER, OR OTHER (A) IDENTITY OF PARTY INVOLVED PARTY-IN-INTEREST (C) DESCRIPTION OF TRANSACTION - ------------------------------------------------------------------------------------------------------------------ U.S. Bancorp Employer/Plan Sponsor Payment by the Plan of certain expenses was recently challenged by the Department of Labor on audit. In response, U.S. Bancorp voluntarily reimbursed the Plan for expenses paid by the Plan totaling $15,801, plus earnings of $6,043. This response was deemed sufficient by the Department of Labor in a letter dated May 30, 2000, committing the Department to take no further action on the challenged expenses. The reimbursement was not an admission that payment by the Plan of all of the reimbursed expenses was prohibited. U.S. Bancorp maintained in its response to the Department of Labor, and continues to maintain, that at least $6,022 of the reimbursed expenses was, in fact, properly paid by the Plan under existing rules and regulations.
Columns (d) through (j) are not applicable. 12 EX-23 3 ex23.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-51641) pertaining to the U.S. Bancorp 401(k) Savings Plan of U.S. Bancorp of our report dated June 21, 2000, with respect to the financial statements and schedules of the U.S. Bancorp 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/Ernst & Young LLP Minneapolis, Minnesota June 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----