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EXHIBIT 13
FIRSTAR THRIFT SAVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND REPORT
DECEMBER 31, 2000 AND 1999
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
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Page
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Report of Independent Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2000 3
Notes to Financial Statements 4-8
Schedules Required by the Department of Labor's Rules and Regulations:*
Schedule of Assets Held for Investment Purposes
at End of Year as of December 31, 2000 9
Schedule of Reportable Transactions for the year ended
December 31, 2000 10
* Other schedules required by the Department of Labor have been omitted because
they are not applicable.
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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, 2000 and
1999, and the changes in net assets available for benefits for the year ended
December 31, 2000, 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
for Investment Purposes 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
Milwaukee, Wisconsin
July 10, 2001
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
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Assets
Investments (see Note 3) $772,173,548 $749,939,748
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Receivables:
Participants' loans 8,051,318 10,357,717
Participants' contributions -- 455,719
Employer's contribution 123,222 1,251,868
Interest and dividends 149,159 146,947
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Total receivables 8,323,699 12,212,251
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Cash and cash equivalents -- 169,595
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Total assets 780,497,247 762,321,594
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Liabilities
Due to broker for securities purchased 130,879 --
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Net assets available for benefits $780,366,368 $762,321,594
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The accompanying notes are an integral part of these financial statements.
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
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2000
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Additions
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (see Note 3) $ 61,247,529
Interest and dividends 19,235,846
------------
80,483,375
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Contributions:
Participants' 26,037,958
Employer's 8,153,638
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34,191,596
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Total additions 114,674,971
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Deductions
Deductions from net assets attributed to:
Benefits paid to participants 118,074,288
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Net decrease prior to plan transfers (3,399,317)
Transfers from another plan (see Note 1) 21,444,091
------------
Net increase 18,044,774
Net assets available for benefits:
Beginning of year 762,321,594
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End of year $780,366,368
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The accompanying notes are an integral part of these financial statements.
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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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 (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 September 1, 1999, the Firstar Corporation Thrift and Sharing
Plan was amended and renamed the Firstar Thrift Savings 401(k) Plan.
Also effective September 1, 1999, the Star Banc Corporation Thrift
Savings 401(k) Plan was merged with and into the Firstar Thrift Savings
401(k) Plan.
Effective January 3, 2000, the Great Financial Bank, FSB, 401(k)
Savings Plan merged into the Plan. The fair value of the assets merged
into the Plan was approximately $2,900,478.
Effective February 1, 2000, the Trans Financial, Inc. Savings
Investment Plan merged into the Plan. The fair value of the assets
merged into the Plan was approximately $18,543,613.
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.
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 Firstar 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").
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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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 Firstar 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 11.50
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.
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.
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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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.
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,
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2000 1999
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Firstar Stock Fund, 22,543,743 and
23,686,618 shares, respectively $524,142,025* $500,379,805*
Firstar Growth and Income Fund, 1,269,842 and
1,289,816 shares, respectively 51,809,561 55,874,824
Firstar Mid Cap Core Equity Fund, 1,141,901
and 0 shares, respectively 40,800,109 --
* Nonparticipant-directed
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $61,247,529 as follows:
For the
Year Ended
December 31,
2000
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Common stock $37,214,160
Mutual funds 24,033,369
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$61,247,529
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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,
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2000 1999
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Net assets:
Common stock $524,142,025 $500,379,805
Participant's contribution receivable -- 455,719
Employer's contribution receivable 123,222 1,251,868
Accrued dividends 60,056 31,340
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$524,325,303 $502,118,732
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For the
Year Ended
December 31,
2000
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Changes in net assets:
Net appreciation $37,214,160
Dividends 14,955,112
Contributions 20,888,382
Benefits paid to participants (57,611,240)
Transfers from another plan 11,725,073
Transfers to participant-directed investments (4,964,916)
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$22,206,571
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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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 $225,092,807 and $161,606,020 as of December 31, 2000
and 1999, respectively, have been allocated to the accounts of persons
who are no longer active participants of the Plan.
7. PARTY-IN-INTEREST TRANSACTIONS
Plan investments in the Firstar Stock Fund are invested in common stock
of Firstar Corporation, the plan sponsor. Certain plan investments are
shares of mutual funds and collective trust funds managed by Firstar
Funds, Inc. 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. SUBSEQUENT EVENT
On February 27, 2001, the Company merged with U.S. Bancorp through a
tax-free exchange of shares. Under the terms of the merger agreement,
shareholders of the Company received one share of common stock of the
combined company for each share of Firstar common stock.
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
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IDENTITY OF ISSUE, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION COST VALUE
- ----------------------- ----------- ------------ -------------
* Firstar Corporation:
Firstar Stock Common Stock $189,358,293 $524,142,025
* Firstar Funds, Inc.:
Firstar Institutional Money Market Fund Money Market Fund ** 15,953,160
Firstar U.S. Government Money Market Fund Money Market Fund ** 607,519
Firstar Balanced Growth Fund Mutual Fund ** 11,397,329
Firstar Balanced Income Fund Mutual Fund ** 6,953,001
Firstar Bond IMMDEX Fund Mutual Fund ** 15,839,043
Firstar Equity Index Fund Mutual Fund ** 30,394,231
Firstar Global Equity Fund Mutual Fund ** 1,510,741
Firstar Growth and Income Fund Mutual Fund ** 51,809,561
Firstar International Value Fund Mutual Fund ** 2,413,641
Firstar Large Cap Growth Fund Mutual Fund ** 5,770,762
Firstar Large Cap Core Equity Fund Mutual Fund ** 11,134,977
Firstar MidCap Core Equity Fund Mutual Fund ** 40,800,109
Firstar Relative Value Fund Mutual Fund ** 18,303,907
Firstar Small Cap Core Equity Fund Mutual Fund ** 3,651,416
Firstar Strategic Income Fund Mutual Fund ** 319,433
Firstar U.S. Government Securities Fund Mutual Fund ** 1,609,505
* Firstar Investment Trust for Employee
Benefit Plans:
Stable Asset Fund Collective Trust Fund ** 29,563,188
* Loan Fund Loans to various participants. ** 8,051,318
Varied maturities from
6/28/01 to 6/18/16.
Interest rates range
from 6% to 11.5%.
* Indicates party-in-interest.
** Cost information is not required for participant-directed investments.
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FIRSTAR THRIFT SAVINGS 401(k) PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
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EXPENSE CURRENT VALUE
IDENTITY OF PURCHASE SELLING INCURRED WITH COST OF ASSET ON NET GAIN
PARTY INVOLVED DESCRIPTION PRICE PRICE TRANSACTION OF ASSET TRANSACTION DATE OR (LOSS)
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Firstar Corporation:
370 Purchases Firstar Stock Fund $34,104,600 N/A $93,427 $34,198,027 $34,104,600 N/A
676 Sales Firstar Stock Fund N/A $35,452,249 91,655 12,095,902 35,452,249 $23,264,692
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