11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

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 1-2981

FIRSTAR THRIFT SAVINGS 401(k) PLAN
U.S. BANCORP
800 Nicollet Mall
Minneapolis, Minnesota 55402-4302
(Full title of the plan and the address of the plan)

U.S. BANCORP
800 Nicollet Mall
Minneapolis, Minnesota 55402-4302
(Name and address of principal executive offices of the issuer of the securities)

REQUIRED INFORMATION

Firstar Thrift Savings 401(k) Plan (“the 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 year ended December 31, 2001, 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, 2001
23	Consent of PricewaterhouseCoopers 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

Firstar Thrift Savings 401(k) Plan

/s/ Teresa Carpenter June 28, 2002

Teresa Carpenter
Director Employee Benefits

EX-13 3 c70220exv13.htm EX-13 ANNUAL REPORT FOR YEAR END DECEMBER 31, 2001

Firstar Thrift Savings
401(k) Plan
Financial Statements and Report
December 31, 2001 and 2000

Firstar Thrift Savings 401(k) Plan
Index to Financial Statements

		Page(s)
Report of Independent Accountants			1
Financial Statements:
	Statements of Net Assets Available for Benefits at December 31, 2001 and 2000		2
	Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2001		3
	Notes to Financial Statements		4-8
Schedules Required by the Department of Labor’s Rules and Regulations:*
	Schedule of Assets (Held at End of Year) at December 31, 2001		9
	Schedule of Reportable Transactions for the year ended December 31, 2001		10

*     Other schedules required by the Department of Labor have been omitted because they are not applicable.

Report of Independent Accountants

To the Participants and Plan Committee of the Firstar Thrift Savings 401(k) Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Firstar Thrift Savings 401(k) Plan (the “Plan”) at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) and Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic 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 the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 28, 2002

Firstar Thrift Savings 401(k) Plan
Statements of Net Assets Available for Benefits
At December 31, 2001 and 2000

			2001		2000
Assets
Investments (see Note 3)			$	603,600,648	$	772,173,548
Receivables:
	Due from broker for securities sold			70,128,934		—
	Participants’ loans			7,305,047		8,051,318
	Employer’s contribution			694,484		123,222
	Interest and dividends			4,038,606		149,159
		Total receivables		82,167,071		8,323,699
Cash				42,437		—
		Total assets		685,810,156		780,497,247
Liabilities
Due to broker for securities purchased				—		130,879
Net assets available for benefits			$	685,810,156	$	780,366,368

The accompanying notes are an integral part of these financial statements.

2

Firstar Thrift Savings 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2001

			2001
Additions
Additions to net assets attributed to:
	Investment loss:
		Net depreciation in fair value of investments (see Note 3)	$	(76,436,562	)
		Interest and dividends		23,656,826
				(52,779,736	)
	Contributions:
		Participants’		28,439,268
		Employer’s		9,313,509
				37,752,777
		Total additions		(15,026,959	)
Deductions
	Deductions from net assets attributed to:
	Benefits paid to participants			79,529,253
Net decrease				(94,556,212	)
Net assets available for benefits:
	Beginning of year			780,366,368
	End of year		$	685,810,156

The accompanying notes are an integral part of these financial statements.

3

Firstar Thrift Savings 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000

1.	Description of the Plan
	The following description of the Firstar Thrift Savings 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.
	Participation and Administration
	The Plan is a defined contribution plan adopted on December 4, 1968, by Firstar Corporation. On February 27, 2001, Firstar Corporation completed its merger with U.S. Bancorp (the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company serves as the trustee and plan administrator. The plan administrator manages and directs the operation of the Plan.
	Effective February 27, 2001, Firstar Corporation completed its merger with the Company through a tax-free exchange of shares. Under the terms of the merger agreement, Firstar shareholders received one share, and Company shareholders received 1.265 shares, of common stock of the combined company for each share of Firstar or Company common stock, respectively.
	Certain full-time and regular part-time employees of the Company are eligible for participation in the Plan after meeting certain age and service requirements as defined by the Plan. Participation in the Plan begins on the first pay period of January, April, July or October coinciding with or immediately following the date of satisfaction of the Plan’s participation requirements.
	Mergers
	Effective January 1, 2002, the Plan, with total assets of $685,810,156, merged with the U.S. Bancorp 401(k) Savings Plan. Such merger has been reflected as if it occurred on December 31, 2001, for Form 5500 reporting purposes.
	Contributions
	Participants may elect to make voluntary tax deferred deposits to the Plan up to 15 percent of their compensation in each plan year. The Plan provides for Company matching contributions equal to 100 percent of the first three percent of the participant’s base compensation, as defined by the Plan, that a participant contributes to the Plan. In order to be eligible to receive the matching contribution, a participant must be a participant on the last day of the Plan year and have made contributions during the Plan year. Participants are fully vested in all contributions immediately.
	Participant contributions are generally made through payroll deductions and are remitted by the Company to the Plan at the end of each pay period. Company matching contributions are generally remitted to the Plan at the end of each pay period based on an estimate of the Company’s matching contribution obligation for the year. All Company contributions are invested exclusively in the U.S. Bancorp Stock Fund, and may be made in the form of cash or in shares of Company stock. Contributions are not to exceed the maximum limits allowed by the Internal Revenue Code (“IRC”).

4

Firstar Thrift Savings 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000

	Participant Accounts
	Each participant’s account is credited with the participant’s contributions, the participant’s share of the Company’s contributions and an allocation of plan earnings. Allocations of plan earnings are based on participant account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
	Investment Options
	Employee contributions to the Plan are invested in one or more of the available investment funds, including the U.S. Bancorp Stock Fund. Each participant is responsible for designating multiples of 1% of employee contributions among the available investment funds. Such designations may be changed daily at the participant’s discretion.
	Employer contributions are invested solely in the Company’s stock until attaining the age of 55, at which time participants may elect to transfer all or any portion (in multiples of 1% or specified dollar amount) of their employer contributions account to one or more investment funds.
	Participant Notes Receivable
	Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan terms range from 1 to 5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with the rate which would be charged by commercial lenders for similar loans. Interest rates range from 6.00 percent to 15.00 percent. Principal and interest is paid ratably through payroll deductions.
	Withdrawals During Employment
	Participants are eligible to withdraw a portion of their balance derived from Company contributions, as defined in the Plan. Participants are also eligible to withdraw a portion of their balance based upon financial hardship and total disability, as defined in the Plan.
	Payment of Benefits
	Distributions upon termination of employment are payable in a lump sum distribution of cash and stock, in a lump sum distribution of cash or in installments based on the participant’s election in accordance with the Plan. Participant balances less than $5,000 will be distributed in a lump sum distribution of cash.
2.	Summary of Significant Accounting Policies
	Basis of Accounting
	The financial statements of the Plan are prepared under the accrual method of accounting.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

5

Firstar Thrift Savings 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000

	Risks and Uncertainties
	The Plan’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
	Investment Valuation and Income Recognition
	The Plan’s investments are stated at fair value. Certain of the assets within the Stable Asset Fund are guaranteed investment contracts which are stated at contract value, which approximates fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income is recorded on the accrual basis.
	Administrative Expenses
	All administrative expenses of the Plan are paid by the Company.
	Benefit Payments
	Benefits are recorded when paid.
3.	Investments
	The following presents investments that represent 5 percent or more of the Plan’s net assets:

	December 31,
	2001		2000
U.S. Bancorp Stock Fund, 21,478,260 and 22,543,743 shares, respectively	$	449,539,982*	$	524,142,025*
Firstar Growth and Income Fund, 0 and 1,269,842 shares, respectively		—		51,809,561
First American Mid Cap Core Equity Fund, 1,111,905 and 1,141,901 shares, respectively		38,371,841		40,800,109

* Nonparticipant-directed

During 2001 the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $(76,436,562) as follows:

	For the
	Year Ended
	December 31,
	2001
Common stock	$	(50,519,670	)
Mutual funds		(25,916,892	)
	$	(76,436,562	)

6

Firstar Thrift Savings 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000

4.	Nonparticipant-Directed Investments
	Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

		December 31,
		2001		2000
Net assets:
	Common stock	$	449,539,982	$	524,142,025
	Employer’s contribution receivable		694,484		123,222
	Accrued interest and dividends		4,009,129		60,056
		$	454,243,595	$	524,325,303

		For the
		Year Ended
		December 31,
		2001
Changes in net assets:
	Net depreciation	$	(50,519,670	)
	Dividends		19,972,857
	Contributions		19,888,898
	Benefits paid to participants		(51,560,825	)
	Transfers to participant-directed investments		(7,862,968	)
		$	(70,081,708	)

5.	Tax Status of the Plan
	The Internal Revenue Service has determined and informed the Company by letter that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.

7

Firstar Thrift Savings 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000

6.

Party-in-Interest Transactions

Plan investments in the U.S. Bancorp Stock Fund are invested in common stock of U.S. Bancorp, the plan sponsor. Certain plan investments are shares of mutual funds and collective trust funds managed by U.S. Bancorp. Other Plan investments include loans to participants. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.

8

Firstar Thrift Savings 401(k) Plan
Schedule of Assets (Held at End of Year)
At December 31, 2001

	Identity of Issue,				Current
	Lessor or Similar Party		Description	Cost	Value
	Corporate Stock:
*		U.S. Bancorp	Common Stock	$195,895,240	$449,539,982
*	Mutual Funds:
		First American Government Obligation Fund	Money Market Fund	**	479,626
		First American Prime Obligation Fund	Money Market Fund	**	17,027,608
		First American Bond IMMDEX Fund	Mutual Fund	**	16,147,355
		First American Equity Index Fund	Mutual Fund	**	26,315,636
		First American International Fund	Mutual Fund	**	2,093,678
		First American MidCap Core Equity Fund	Mutual Fund	**	38,371,841
		First American Relative Value Fund	Mutual Fund	**	16,658,703
		First American Cap Growth Fund	Mutual Fund	**	5,441,348
		First American Global Growth Fund	Mutual Fund	**	1,340,539
*		Collective Investment Funds:
		Employee Benefit Plan Stable Asset Fund	Collective Trust Fund	**	30,184,332
*	Participant Loans		Loans to various participants, interest rates range from 6.0% to 15.00%		7,305,047
			Total investments		$610,905,695

*	Indicates party-in-interest.
**	Cost information is not required for participant-directed investments.

9

Firstar Thrift Savings 401(k) Plan
Schedule of Reportable Transactions
For the year ended December 31, 2001

											Current Value
							Expense				of Asset on
Identity of			Purchase		Selling		Incurred with		Cost		Transaction		Net Gain
Party Involved		Description	Price		Price		Transaction		of Asset		Date		or (Loss)
Corporate Stock:
	53 purchases	Firstar Corporation Common Stock	$	3,460,270			$	7,461	$	3,467,731	$	3,460,270
	104 sales	Firstar Corporation Common Stock			$	4,304,207		9,205		1,507,657		4,304,207	$	2,787,345
	258 purchases	U.S. Bancorp Common Stock		22,595,563				52,949		22,648,512		22,595,563
	494 sales	U.S. Bancorp Common Stock				22,544,437		50,365		8,804,237		22,544,437		13,689,835

10 EX-23 4 c70220exv23.htm EX-23 CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23

CONSENT OF PRICEWATERHOUSECOOPERS LLP

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-48532) of U.S. Bancorp of our report dated June 28, 2002 relating to the financial statements of Firstar Thrift Savings 401(k) Plan, which appears in this Form 11-K.

/S/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
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EX-13

U.S. Bancorp

EX-23

exv23