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

MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
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

Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust (“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.

Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust

/s/  Sandi Boller
Sandi Boller Benefits Manager	June 28, 2002

EX-13

Mercantile Bancorporation Inc.
Horizon Investment and
Savings Plan and Trust
Financial Statements and Report
December 31, 2001 and 2000

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
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
Horizon Investment and Savings Plan and Trust:

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 Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust (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 schedules of Assets (Held at End of Year) and 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

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
Statements of Net Assets Available for Benefits
At December 31, 2001 and 2000

			2001		2000
Assets
Investments (see Note 3)			$	283,729,074	$	351,691,192
Receivables:
	Participants’ loans			5,492,526		6,551,851
	Participants’ contributions			—		1,262
	Employer’s contribution			—		35,064
	Interest and dividends			1,478,947		1,458,357
		Total receivables		6,971,473		8,046,534
Cash				817,013		525,678
		Total assets		291,517,560		360,263,404
Liabilities
Accrued expenses				23,769		95,621
Net assets available for benefits			$	291,493,791	$	360,167,783

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

2

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
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)	$	(31,716,761	)
		Interest and dividends		7,257,483
				(24,459,278	)
	Contributions:
		Participants’		11,989,384
		Employer’s		6,794,551
				18,783,935
		Total additions		(5,675,343	)
Deductions
Deductions from net assets attributed to:
	Benefits paid to participants			62,732,134
	Administrative expenses			266,515
		Total deductions		62,998,649
Net decrease				(68,673,992	)
Net assets available for benefits:
	Beginning of year			360,167,783
	End of year		$	291,493,791

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

3

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
Notes to Financial Statements
December 31, 2001 and 2000

1.	Description of the Plan
	The following description of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust (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, which was adopted in 1969, is a defined contribution plan which covers all employees of U.S. Bancorp (the “Company”) who were previously employees of Mercantile Bancorporation Inc. who have completed one year of eligible service or employees with an account balance resulting from a qualified rollover. 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.
	On February 27, 2001, Firstar Corporation merged with the Company through a tax-free exchange of shares. Under the terms of the merger agreement, shareholders of Firstar Corporation received one share of common stock of the combined company for each share of Firstar common stock.
	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, plus 50 percent of the next three percent of the participant’s base compensation that a participant contributes to the Plan. 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. Effective March 1, 2002, the participants of the Plan became eligible to transfer all or any portion of their nonparticipant-directed Company stock fund account to one or more of the investment funds. Contributions are not to exceed the maximum limits allowed by the Internal Revenue Code (“IRC”). Participants are fully vested in all contributions immediately.
	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 net of administrative expenses. Allocations 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 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.

4

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
Notes to Financial Statements
December 31, 2001 and 2000

	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 5.75 percent to 10.5 percent. Principal and interest is paid ratably through payroll deductions.
	Payment of Benefits Upon termination of employment, participants with an account balance less than $5,000 are paid in a lump sum. Participants with an account balance of $5,000 or more, upon termination of employment, may elect to be paid the balance of their account, either immediately or upon retirement, in a lump sum or installments over a period not to exceed 10 years in accordance with plan provisions.
	Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
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.
	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.
	Reclassifications Certain reclassifications have been made to the December 31, 2000 financial statements to conform with the presentation used in the current year.
	Investment Valuation and Income Recognition The Plan’s investments are stated at 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 Certain expenses of the Plan are paid by the Company.
	Benefit Payments Benefits are recorded when paid.

5

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
Notes to Financial Statements
December 31, 2001 and 2000

3.	Investments
	The following presents investments that represent 5 percent or more of the Plan’s net assets:

	2001			2000
First American Balanced Fund, 2,042,091 and 928,734 shares, respectively	$	20,747,646		$	25,530,918
First American Equity Index Fund, 740,457 and 210,873 shares, respectively		15,919,824			18,219,425
First American Growth & Income Fund, 1,138,625 and 1,259,758 shares, respectively		38,633,534			51,297,365
First American Small Cap Index Fund, 1,305,863 and 0 shares, respectively		15,213,306			—
U.S. Bancorp Stock Fund, 7,771,070 and 8,935,785 shares, respectively		162,648,495	*		207,757,001	*

* 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 $(31,716,761) as follows:

	For the
	Year Ended
	December 31,
	2001
Common stock	$	(17,827,936	)
Mutual funds		(13,888,825	)
	$	(31,716,761	)

6

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
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	$	162,648,495	$	207,757,001
	Employer's contribution receivable		—		35,064
	Accrued dividends		1,478,533		1,454,694
		$	164,127,028	$	209,246,759

		Year Ended
		December 31,
		2001
Changes in net assets:
	Contributions	$	9,632,905
	Dividends		6,025,424
	Net depreciation		(17,827,936	)
	Benefit payments to participants		(37,714,704	)
	Transfers to participant-directed investments		(5,120,700	)
	Administrative expenses		(114,720	)
		$	(45,119,731	)

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.
6.	Amounts Allocated to Withdrawn Participants
	Plan assets of $97,276,371 and $121,861,183 as of December 31, 2001 and 2000, respectively, have been allocated to the accounts of persons who are no longer active participants of the Plan.

7

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
Notes to Financial Statements
December 31, 2001 and 2000

7.	Related Party 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 managed by the Company. 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.	Reconciliation of Financial Statements to Form 5500
	The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

	December 31,
	2001			2000
Net Assets Available for Benefits per the Financial Statements	$	291,493,791		$	360,167,783
Benefits Payable		(622,488	)		(2,352,195	)
Net Assets Available for Benefits per Form 5500	$	290,871,303		$	357,815,588

The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:

		2001
Benefits paid to participants per the financial statements		$	62,732,134
Add benefits payable at December 31, 2001			622,488
Less benefits payable at December 31, 2000			(2,352,195	)
	Benefits paid to participants per the Form 5500	$	61,002,427

	Benefits payable are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
8

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
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	$	89,192,961	$	162,648,495
	Mutual Funds:
*		First American Prime Obligation	Money Market Fund		**		14,557,741
*		First American Balanced Fund	Mutual Fund		**		20,747,646
*		First American Equity Index Fund	Mutual Fund		**		15,919,824
*		First American Growth & Income Fund	Mutual Fund		**		38,633,534
*		First American International Fund	Mutual Fund		**		6,542,363
*		First American Small Cap Index Fund	Mutual Fund		**		15,213,306
*		First American Fixed Income Fund	Mutual Fund		**		9,466,165
*	Participant loans		Loans to various participants, varied maturities from May 31, 2002 to December 31, 2016, interest rates range from 5.75% to 10.50%				5,492,526
			Total investments			$	289,221,600

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

9

Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust
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:
	19 purchases	Firstar Corporation Common Stock	$	2,329,632			$	5,795	$	2,335,427	$	2,329,632
	68 sales	Firstar Corporation Common Stock			$	7,771,187		18,460		3,606,652		7,771,187	$	4,146,075
	109 purchases	U.S. Bancorp Common Stock		11,443,860				30,941		11,474,801		11,443,860
	305 sales	U.S. Bancorp Common Stock				15,774,461		40,999		7,979,246		15,774,461		7,754,216

10 EX-23 4 c70221exv23.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 Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust, which appears in this Form 11-K.

/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
June 28, 2002

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EX-23

U.S. Bancorp