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U.S. Bancorp Reports 14 Percent Growth in Earnings Per Share
   Record Net Income Driven by Strong Fee Revenue, Improved Credit Quality


     EARNINGS SUMMARY                                                 Table 1
     ($ in millions, except per-share data)
                                          Percent Percent
                                          Change  Change
                                            3Q04  3Q04
                     3Q        2Q      3Q    vs    vs    YTD      YTD  Percent
                    2004      2004    2003  2Q04  3Q03   2004     2003  Change
     Income from
      continuing
      operations,
      net         $1,065.5 $1,036.9  $940.7  2.8  13.3 $3,110.8 $2,739.8  13.5
     Net income    1,065.5  1,036.9   950.9  2.8  12.1  3,110.8  2,755.6  12.9

     Earnings per
      share from
      continuing
      operations
      (diluted)       0.56     0.54    0.48  3.7  16.7     1.62     1.42  14.1

     Earnings per
      share
      (diluted)       0.56     0.54    0.49  3.7  14.3     1.62     1.43  13.3

     Return on
      average
      assets (%)      2.21     2.19    1.98                2.18     1.97
     Return on
      average
      equity(%)       21.9     21.9    19.5                21.5     19.2
     Efficiency
      ratio (%)       47.2     38.6    40.3                44.2     46.4

     Dividends
      declared per
      share         $0.240   $0.240  $0.205   --  17.1   $0.720   $0.615  17.1
     Book value
      per share
      (period-end)   10.48     9.91   10.26  5.8   2.1
     Net interest
      margin (%)      4.22     4.28    4.43                4.26     4.51

MINNEAPOLIS, Oct. 19 /PRNewswire-FirstCall/ -- U.S. Bancorp (NYSE: USB) today reported net income of $1,065.5 million for the third quarter of 2004, compared with $950.9 million for the third quarter of 2003. Net income of $.56 per diluted share in the third quarter of 2004 was higher than the same period of 2003 by $.07 (14.3 percent). Return on average assets and return on average equity were 2.21 percent and 21.9 percent, respectively, for the third quarter of 2004, compared with returns of 1.98 percent and 19.5 percent, respectively, for the third quarter of 2003.

U.S. Bancorp Chairman, President and Chief Executive Officer Jerry A. Grundhofer said, "Our third quarter results represent the 7th consecutive quarter of record earnings for our Company. Our operating units continued to show strong momentum, driven by improved credit quality, moderate revenue growth and disciplined expense management. Aided by strong commercial loan recoveries, the net charge-off ratio fell to .53 percent in the quarter, while nonperforming assets declined by 11.7 percent from the balance at June 30, 2004. Excluding securities gains and losses, total net revenue in the third quarter increased by 3.4 percent over the same period of 2003, driven by an 11.7 percent increase in fee-based products and services. Our payment services and consumer banking business lines led the way in fee revenue generation and continued to produce outstanding results, helping to offset weakness in commercial lending. We are continuing our investment in high-growth businesses through the expansion of our merchant acquiring business in Europe, the extension of our card issuing capabilities domestically and the roll out of our in-store branch initiative in consumer banking. Finally, we returned 94 percent of the Company's earnings in the quarter to our shareholders in the form of dividends and share repurchases."

The Company's results for the third quarter of 2004 improved over the same period of 2003, primarily due to lower credit costs and growth in fee-based products and services. Included in the current quarter were gains on the sale of securities of $87.3 million, a net increase of $196.2 million over securities gains (losses) realized in the third quarter of 2003. The current quarter also included the recognition of $86.7 million of mortgage servicing rights ("MSR") impairment, a $195.2 million unfavorable variance from the third quarter of 2003. Since the end of the second quarter of 2004, the yield on 10-year Treasury Notes decreased 46 basis points to 4.12 percent. The yield on 30-year Fannie Mae commitments declined 51 basis points during the same timeframe. Driven by the decrease in longer-term interest rates, the mortgage industry experienced an increase in refinancing activities, resulting in more prepayments.

Total net revenue on a taxable-equivalent basis for the third quarter of 2004 was $302.8 million (10.1 percent) higher than the third quarter of 2003, primarily reflecting the $196.2 million net increase in gains (losses) on the sale of securities and growth in the majority of other fee-based revenue categories. The expansion of the Company's merchant acquiring business in Europe, including the purchase of the remaining 50 percent shareholder interest in EuroConex Technologies Ltd from the Bank of Ireland and the acquisition of two European merchant acquiring businesses, accounted for approximately $24 million of the favorable variance year-over-year.

Total noninterest expense in the third quarter of 2004 was $265.7 million (21.2 percent) higher than the third quarter of 2003, primarily reflecting the $195.2 million unfavorable change in the valuation of mortgage servicing rights. The expansion of the Company's merchant acquiring business in Europe accounted for approximately $29 million of the increase, including $6 million of business integration costs, while higher compensation, employee benefits, marketing and business development, and technology and communication also contributed to the increase year-over-year.

Provision for credit losses for the third quarter of 2004 was $165.1 million, a decrease of $144.9 million (46.7 percent) from the third quarter of 2003. Net charge-offs in the third quarter of 2004 were $165.1 million, compared with the second quarter of 2004 net charge-offs of $204.5 million and the third quarter of 2003 net charge-offs of $309.9 million. The decline in losses from a year ago was primarily the result of declining levels of nonperforming loans, collection efforts and higher commercial loan recoveries. Total nonperforming assets declined to $804.6 million at September 30, 2004, from $910.9 million at June 30, 2004 (11.7 percent), and $1,318.3 million at September 30, 2003 (39.0 percent). The ratio of the allowance for credit losses to nonperforming loans was 337 percent at September 30, 2004, compared with 299 percent at June 30, 2004, and 202 percent at September 30, 2003.

On December 31, 2003, the Company completed the spin-off of Piper Jaffray Companies (NYSE: PJC). In connection with the spin-off, accounting rules require that the financial statements be restated for all prior periods. As such, historical financial results related to Piper Jaffray Companies have been segregated and accounted for in the Company's financial statements as discontinued operations. Net income in the third quarter of 2003 included after-tax income from the discontinued operations of Piper Jaffray Companies of $10.2 million, or $.01 per diluted share.


     INCOME STATEMENT HIGHLIGHTS                                      Table 2
     (Taxable-equivalent basis, $ in millions,
      except per-share data)                              Percent    Percent
                                                          Change     Change
                          3Q         2Q         3Q        3Q04 vs    3Q04 vs
                         2004       2004       2003        2Q04       3Q03

     Net interest
      income           $1,781.7   $1,779.4   $1,825.5       0.1       (2.4)
     Noninterest
      income            1,524.0    1,241.7    1,177.4      22.7       29.4
       Total net
        revenue         3,305.7    3,021.1    3,002.9       9.4       10.1
     Noninterest
      expense           1,519.0    1,232.6    1,253.3      23.2       21.2
     Provision for
      credit losses       165.1      204.5      310.0     (19.3)     (46.7)
     Income from
      continuing
      operations
      before income
      taxes             1,621.6    1,584.0    1,439.6       2.4       12.6
     Taxable-equivalent
      adjustment            7.1        7.0        7.0       1.4        1.4
     Applicable income
      taxes               549.0      540.1      491.9       1.6       11.6
     Income from
      continuing
      operations        1,065.5    1,036.9      940.7       2.8       13.3
     Income from
      discontinued
      operations
      (after-tax)            --         --       10.2        nm         nm
     Net income        $1,065.5   $1,036.9     $950.9       2.8       12.1

     Diluted earnings
      per share:
       Income from
        continuing
        operations        $0.56      $0.54      $0.48       3.7       16.7
       Discontinued
        operations           --         --       0.01        nm         nm
       Net income         $0.56      $0.54      $0.49       3.7       14.3


                                      YTD          YTD          Percent
                                      2004         2003         Change

     Net interest income            $5,340.1     $5,400.8        (1.1)
     Noninterest income              4,084.0      4,016.4         1.7
       Total net revenue             9,424.1      9,417.2         0.1
     Noninterest expense             4,206.5      4,254.5        (1.1)
     Provision for credit losses       604.6        968.0       (37.5)
     Income from continuing
      operations before
      income taxes                   4,613.0      4,194.7        10.0
     Taxable-equivalent adjustment      21.3         21.0         1.4
     Applicable income taxes         1,480.9      1,433.9         3.3
     Income from continuing
      operations                     3,110.8      2,739.8        13.5
     Income from discontinued
      operations (after-tax)              --         15.8          nm
     Net income                     $3,110.8     $2,755.6        12.9

     Diluted earnings per share:
       Income from continuing
        operations                     $1.62        $1.42        14.1
       Discontinued operations            --         0.01          nm
       Net income                      $1.62        $1.43        13.3



    Net Interest Income

Third quarter net interest income on a taxable-equivalent basis was $1,781.7 million, compared with $1,825.5 million recorded in the third quarter of 2003. Average earning assets for the period increased over the third quarter of 2003 by $4.3 billion (2.6 percent), primarily driven by increases in investment securities, retail loans and residential mortgages, partially offset by a decline in commercial loans and loans held for sale related to mortgage banking activities. The net interest margin in the third quarter of 2004 was 4.22 percent, compared with 4.28 percent in the second quarter of 2004 and 4.43 percent in the third quarter of 2003. The decline in the net interest margin in the third quarter of 2004 from the third quarter of 2003 primarily reflected a modest increase in the percent of total earnings assets funded by wholesale sources of funding and higher rates paid on wholesale funding due to the impact of rising rates.


     NET INTEREST INCOME                                              Table 3
     (Taxable-equivalent basis; $ in millions)
                                                            Change    Change
                            3Q         2Q         3Q        3Q04 vs   3Q04 vs
                           2004       2004       2003         2Q04     3Q03
    Components of net
     interest income
      Income on
       earning assets    $2,309.9   $2,243.2   $2,318.3      $66.7    $(8.4)
      Expense on
       interest-bearing
       liabilities          528.2      463.8      492.8       64.4     35.4
    Net interest income  $1,781.7   $1,779.4   $1,825.5       $2.3   $(43.8)

    Average yields
     and rates paid
      Earning assets
       yield                 5.47%      5.39%      5.63%      0.08%   (0.16)%
      Rate paid on
       interest-bearing
       liabilities           1.55       1.38       1.49       0.17     0.06
    Gross interest margin    3.92%      4.01%      4.14%     (0.09)%  (0.22)%
    Net interest margin      4.22%      4.28%      4.43%     (0.06)%  (0.21)%

    Average balances
      Investment
       securities         $42,502    $42,489    $37,777        $13   $4,725
      Loans               122,906    121,161    119,982      1,745    2,924
      Earning assets      168,187    166,990    163,865      1,197    4,322
      Interest-bearing
       liabilities        136,106    134,819    131,693      1,287    4,413
      Net free funds*      32,081     32,171     32,172        (90)     (91)

     *  Represents noninterest-bearing deposits, allowance for loan losses,
        unrealized gain (loss) on available-for-sale securities, non-earning
        assets, other noninterest-bearing liabilities and equity


                                      YTD             YTD
                                      2004            2003          Change
     Components of net
      interest income
       Income on earning assets     $6,818.4        $6,991.3       $(172.9)
       Expense on interest-bearing
        liabilities                  1,478.3         1,590.5        (112.2)
     Net interest income            $5,340.1        $5,400.8        $(60.7)

     Average yields and rates paid
       Earning assets yield             5.44%           5.84%        (0.40)%
       Rate paid on
        interest-bearing liabilities    1.46            1.66         (0.20)
     Gross interest margin              3.98%           4.18%        (0.20)%
     Net interest margin                4.26%           4.51%        (0.25)%

     Average balances
       Investment securities         $43,243         $36,059        $7,184
       Loans                         120,966         118,045         2,921
       Earning assets                167,182         159,832         7,350
       Interest-bearing liabilities  135,300         127,998         7,302
       Net free funds*                31,882          31,834            48

     *  Represents noninterest-bearing deposits, allowance for loan losses,
        unrealized gain (loss) on available-for-sale securities, non-earning
        assets, other noninterest-bearing liabilities and equity



     AVERAGE LOANS                                                    Table 4
     ($ in millions)
                                                           Percent     Percent
                                                           Change      Change
                       3Q           2Q           3Q        3Q04 vs     3Q04 vs
                      2004         2004         2003         2Q04        3Q03

     Commercial     $34,457      $34,484      $36,958        (0.1)       (6.8)
     Lease
      financing       4,860        4,846        5,022         0.3        (3.2)
       Total
        commercial   39,317       39,330       41,980          --        (6.3)

     Commercial
      mortgages      20,231       20,477       20,089        (1.2)        0.7
     Construction
      and
      development     6,963        6,639        7,308         4.9        (4.7)
       Total
        commercial
        real estate  27,194       27,116       27,397         0.3        (0.7)

     Residential
      mortgages      14,569       14,052       12,234         3.7        19.1

     Credit card      6,145        5,989        5,606         2.6         9.6
     Retail leasing   6,842        6,484        5,806         5.5        17.8
     Home equity
      and second
      mortgages      14,288       13,775       13,093         3.7         9.1
     Other retail    14,551       14,415       13,866         0.9         4.9

       Total retail  41,826       40,663       38,371         2.9         9.0

     Total loans   $122,906     $121,161     $119,982         1.4         2.4


                                       YTD             YTD            Percent
                                       2004            2003           Change

     Commercial                      $34,191         $36,627          (6.7)
     Lease financing                   4,869           5,131          (5.1)
       Total commercial               39,060          41,758          (6.5)

     Commercial mortgages             20,420          20,144           1.4
     Construction and development      6,720           6,948          (3.3)
       Total commercial real estate   27,140          27,092           0.2

     Residential mortgages            14,079          11,131          26.5

     Credit card                       6,005           5,462           9.9
     Retail leasing                    6,507           5,773          12.7
     Home equity and
      second mortgages                13,815          13,291           3.9
     Other retail                     14,360          13,538           6.1
       Total retail                   40,687          38,064           6.9

     Total loans                    $120,966        $118,045           2.5


Average loans for the third quarter of 2004 were $2.9 billion (2.4 percent) higher than the third quarter of 2003, primarily due to growth in average retail loans of $3.5 billion (9.0 percent) and residential mortgages of $2.3 billion (19.1 percent) year-over-year. Total commercial loans declined by $2.7 billion (6.3 percent), while total commercial real estate loans decreased by $203 million (.7 percent). While economic conditions have improved somewhat from a year ago, excess liquidity and improving cash flows among corporate borrowers have led to the overall decrease in total commercial loans. Average loans for the third quarter of 2004 were higher than the second quarter of 2004 by $1.7 billion (1.4 percent), primarily reflecting growth in retail loans and residential mortgages.

Average investment securities in the third quarter of 2004 were $4.7 billion (12.5 percent) higher than in the third quarter of 2003, reflecting the reinvestment of proceeds from declining commercial loan balances and loans held for sale. Investment securities at September 30, 2004, were $4.6 billion higher than at September 30, 2003, but $631 million lower than the balance at June 30, 2004. During the third quarter of 2004, the Company acquired principally floating and shorter-term fixed-rate securities and sold fixed-rate mortgage-backed securities.


     AVERAGE DEPOSITS                                                 Table 5
    ($ in millions)
                                                            Percent    Percent
                                                            Change     Change
                            3Q          2Q          3Q      3Q04 vs    3Q04 vs
                           2004        2004        2003      2Q04       3Q03
     Noninterest-bearing
      deposits           $29,791     $30,607     $31,907     (2.7)      (6.6)
     Interest-bearing
      deposits
       Interest checking  20,413      20,739      20,148     (1.6)       1.3
       Money market
        accounts          31,854      34,242      33,980     (7.0)      (6.3)
       Savings accounts    5,854       5,936       5,846     (1.4)       0.1
         Savings
          products        58,121      60,917      59,974     (4.6)      (3.1)
       Time certificates
        of deposit less
        than $100,000     12,869      13,021      14,824     (1.2)     (13.2)
       Time deposits
        greater than
        $100,000          14,535      12,571      11,251     15.6       29.2
         Total interest-
          bearing
          deposits        85,525      86,509      86,049     (1.1)      (0.6)
     Total deposits     $115,316    $117,116    $117,956     (1.5)      (2.2)


                                       YTD             YTD           Percent
                                       2004            2003          Change

     Noninterest-bearing deposits    $29,807         $32,412          (8.0)
     Interest-bearing deposits
       Interest checking              20,699          18,601          11.3
       Money market accounts          33,492          31,285           7.1
       Savings accounts                5,896           5,579           5.7
         Savings products             60,087          55,465           8.3
       Time certificates of deposit
        less than $100,000            13,168          15,936         (17.4)
       Time deposits greater
        than $100,000                 13,085          12,836           1.9
         Total interest-bearing
          deposits                    86,340          84,237           2.5
     Total deposits                 $116,147        $116,649          (0.4)


Average noninterest-bearing deposits for the third quarter of 2004 were lower than the third quarter of 2003 by $2.1 billion (6.6 percent). Average branch-based noninterest-bearing deposits for the third quarter of 2004, however, increased by $589 million (4.9 percent) over the same quarter of 2003, as net new checking account growth continued to gain momentum. This growth was more than offset, by reductions in average noninterest-bearing deposits in other areas, including national corporate banking, wholesale mortgage banking and government banking, as well as in mortgage-related escrow balances. Average total savings products declined year-over-year by $1.9 billion (3.1 percent). Average branch-based savings products deposits, which include interest checking, money market accounts and savings accounts, however, increased by $789 million (1.9 percent) over the same quarter of 2003. This positive variance in branch-based savings products deposits was more than offset by reductions in other areas, including a $2.8 billion reduction in government-related deposits.

Average noninterest-bearing deposits for the third quarter of 2004 were $816 million (2.7 percent) lower than the second quarter of 2004. Average branch-based noninterest-bearing deposits, however, increased by $206 million (1.6 percent) quarter-over-quarter. This growth was more than offset by lower government banking deposits associated with the timing of tax filings, seasonally lower corporate trust deposits and a decline in mortgage banking-related deposits. Average interest-bearing deposits were also lower than the second quarter of 2004 (1.1 percent), primarily due to decreases in savings products, primarily driven by lower government banking deposits, as well as lower time certificates of deposit less than $100,000. These unfavorable variances were partially offset by an increase in time deposits greater than $100,000. Noninterest-bearing deposits at September 30, 2004, were lower than at September 30, 2003, by $856 million (2.6 percent) and $1.2 billion (3.7 percent) lower than at June 30, 2004.


     NONINTEREST INCOME                                               Table 6
     ($ in millions)
                                                           Percent     Percent
                                                           Change      Change
                        3Q          2Q          3Q         3Q04 vs     3Q04 vs
                       2004        2004        2003         2Q04         3Q03
     Credit and
      debit card
      revenue         $164.3      $158.8      $137.6         3.5         19.4
     Corporate
      payment
      products
      revenue          108.5       102.7        95.7         5.6         13.4
     ATM processing
      services          45.2        44.9        41.3         0.7          9.4
     Merchant
      processing
      services         187.5       165.1       146.3        13.6         28.2
     Trust and
      investment
      management fees  240.2       251.7       239.8        (4.6)         0.2
     Deposit service
      charges          207.4       202.1       187.0         2.6         10.9
     Treasury
      management fees  117.9       121.5       126.2        (3.0)        (6.6)
     Commercial
      products
      revenue          106.7       107.4        97.8        (0.7)         9.1
     Mortgage banking
      revenue           97.2       109.9        89.5       (11.6)         8.6
     Investment
      products fees
      and commissions   37.1        42.2        35.5       (12.1)         4.5
     Securities gains
      (losses), net     87.3      (171.7)     (108.9)         nm           nm
     Other             124.7       107.1        89.6        16.4         39.2

     Total
      noninterest
      income        $1,524.0    $1,241.7    $1,177.4        22.7         29.4


                                       YTD             YTD           Percent
                                       2004            2003          Change

     Credit and debit card revenue    $464.9          $407.3          14.1
     Corporate payment
      products revenue                 306.0           272.6          12.3
     ATM processing services           132.3           125.6           5.3
     Merchant processing services      493.7           415.4          18.8
     Trust and investment
      management fees                  740.5           707.3           4.7
     Deposit service charges           594.7           529.2          12.4
     Treasury management fees          356.9           350.0           2.0
     Commercial products revenue       324.5           302.0           7.5
     Mortgage banking revenue          301.3           275.2           9.5
     Investment products fees
      and commissions                  118.6           108.7           9.1
     Securities gains (losses), net    (84.4)          244.9            nm
     Other                             335.0           278.2          20.4

     Total noninterest income       $4,084.0        $4,016.4           1.7



    Noninterest Income

Third quarter noninterest income was $1,524.0 million, an increase of $346.6 million (29.4 percent) from the same quarter of 2003, and a $282.3 million (22.7 percent) increase over the second quarter of 2004. The increase in noninterest income over the third quarter of 2003 was driven by a net increase in gains (losses) on the sale of securities of $196.2 million, as well as favorable variances in the majority of fee income categories. Credit and debit card revenue and corporate payment products revenue were higher in the third quarter of 2004 than the third quarter of 2003 by $26.7 million (19.4 percent) and $12.8 million (13.4 percent), respectively. Although credit and debit card revenue grew year-over-year, the growth was somewhat muted due to the impact of the settlement of the antitrust litigation brought against VISA USA and Mastercard by Wal-Mart Stores, Inc., Sears Roebuck & Co. and other retailers, which lowered the interchange rate on signature debit transactions beginning in August 2003. The year-over-year impact of the VISA settlement on credit and debit card revenue was approximately $7.8 million. This change in the interchange rate, in addition to higher customer loyalty rewards expenses, however, were more than offset by growth in transaction volumes and other rate changes. The corporate payment products revenue growth reflected growth in sales, card usage and rate changes. ATM processing services revenue was higher by $3.9 million (9.4 percent) in the third quarter of 2004 than the same quarter of the prior year due to increases in transaction volumes and sales. Merchant processing services revenue was higher in the third quarter of 2004 than the same quarter of 2003 by $41.2 million (28.2 percent), reflecting an increase in transaction volume, higher merchant and equipment fees and the recent expansion of the Company's merchant acquiring business in Europe. The recent European acquisitions accounted for approximately $26 million of the total increase. Deposit service charges were higher year-over-year by $20.4 million (10.9 percent) due to account growth, revenue enhancement initiatives and transaction-related fees. Commercial products revenue increased by $8.9 million (9.1 percent) over the third quarter of 2003, primarily due to leasing revenue. The favorable variance year-over-year in mortgage banking revenue of $7.7 million (8.6 percent) was primarily due to higher loan servicing revenue. The $1.6 million (4.5 percent) increase in investment products fees and commissions reflected higher sales activity in the Consumer Banking business line. Other income was higher year-over-year by $35.1 million (39.2 percent), primarily due to a residual value insurance recovery during the third quarter of 2004 and a favorable change in retail lease residual gains (losses) relative to the same quarter of 2003. Partially offsetting these positive variances were treasury management fees, which declined by $8.3 million (6.6 percent) in the third quarter of 2004 from the same period of 2003. The decrease in treasury management fees year-over-year was primarily due to higher fees received during the third quarter of 2003 specifically related to the change in the Federal government's payment methodology for treasury management services from compensating balances, reflected in net interest income, to fees.

Noninterest income was higher in the third quarter of 2004 than the second quarter of 2004 by $282.3 million (22.7 percent), primarily due to a net increase in gains (losses) on the sale of securities of $259.0 million. Credit and debit card revenue, corporate payment products revenue and ATM processing services increased quarter-over-quarter by $5.5 million (3.5 percent), $5.8 million (5.6 percent) and $.3 million (.7 percent), respectively, driven by seasonally higher transaction volumes and sales. Merchant processing services revenue rose by $22.4 million (13.6 percent) over the second quarter of 2004 due to the expansion of the European merchant acquiring business, in addition to seasonality and higher same store sales. Deposit service charges were higher in the third quarter by $5.3 million (2.6 percent) than the second quarter, primarily due to an increase in transaction-related fees. Other income was $17.6 million (16.4 percent) higher quarter-over-quarter, reflecting a residual value insurance recovery during the third quarter. Trust and investment management fees were lower in the third quarter of 2004 than the second quarter of 2004 by $11.5 million (4.6 percent) partially due to the seasonality of second quarter tax preparation fees. Treasury management fees decreased by $3.6 million (3.0 percent) quarter-over-quarter, primarily due to lower federal tax receipts processing relative to the second quarter. Mortgage banking revenue was lower in the third quarter of 2004 than the second quarter of 2004 by $12.7 million (11.6 percent), primarily due to lower origination and sales revenue, partially offset by an increase in loan servicing revenue. Investment products fees and commissions declined by $5.1 million (12.1 percent) due to seasonally lower sales.


     NONINTEREST EXPENSE                                              Table 7
     ($ in millions)
                                                          Percent     Percent
                                                          Change      Change
                      3Q           2Q           3Q        3Q04 vs     3Q04 vs
                     2004         2004         2003        2Q04         3Q03

     Compensation   $564.6       $572.6       $543.8       (1.4)         3.8
     Employee
      benefits       100.0         91.2         75.8        9.6         31.9
     Net occupancy
      and equipment  159.2        153.4        161.3        3.8         (1.3)
     Professional
      services        37.2         34.7         39.9        7.2         (6.8)
     Marketing and
      business
      development     60.6         48.7         48.6       24.4         24.7
     Technology and
      communications 109.8        102.4        102.1        7.2          7.5
     Postage,
      printing and
      supplies        61.4         60.5         61.6        1.5         (0.3)
     Other
      intangibles    210.2        (47.6)        10.8         nm           nm
     Merger and
      restructuring-
      related charges   --           --         10.2         nm           nm
     Other           216.0        216.7        199.2       (0.3)         8.4

     Total
      noninterest
      expense     $1,519.0     $1,232.6     $1,253.3       23.2         21.2


                                       YTD             YTD            Percent
                                       2004            2003           Change

     Compensation                   $1,673.0        $1,637.4           2.2
     Employee benefits                 291.4           247.1          17.9
     Net occupancy and equipment       468.3           482.1          (2.9)
     Professional services             104.3            99.2           5.1
     Marketing and business
      development                      144.6           129.5          11.7
     Technology and communications     313.9           311.1           0.9
     Postage, printing and supplies    183.5           183.8          (0.2)
     Other intangibles                 388.7           558.2         (30.4)
     Merger and restructuring-
      related charges                     --            38.6            nm
     Other                             638.8           567.5          12.6

     Total noninterest expense      $4,206.5        $4,254.5          (1.1)



    Noninterest Expense

Third quarter noninterest expense totaled $1,519.0 million, an increase of $265.7 million (21.2 percent) from the same quarter of 2003 and a $286.4 million (23.2 percent) increase over the second quarter of 2004. The increase in expense year-over-year was primarily driven by the unfavorable change in MSR intangible valuations of $195.2 million and operating expenses related to the expansion of the Company's merchant acquiring business in Europe. The expense growth also reflected increases in compensation, employee benefits, marketing and business development, and technology and communications and certain business integration costs. Compensation expense was higher year-over-year due to an increase in salaries and performance-based incentives from a year ago. Employee benefits increased year-over-year by $24.2 million (31.9 percent), primarily as a result of a $14.7 million increase in pension expense and higher payroll taxes. Marketing and business development expense was higher by $12.0 million (24.7 percent), reflecting the increase and timing of marketing campaigns, while technology and communications expense rose by $7.7 million (7.5 percent), primarily due to outsourcing certain institutional trust participant record-keeping functions and capital expenditures for imaging and other electronic payments initiatives.

Noninterest expense in the third quarter of 2004 was higher than the second quarter of 2004 by $286.4 million (23.2 percent). The increase in noninterest expense over the second quarter of 2004 was primarily due to changes in MSR intangible valuations of $257.8 million, as well as increases in employee benefits, net occupancy and equipment, professional services, marketing and business development, technology and communications, and postage, printing and supplies. Employee benefit costs primarily reflect higher pension expense. Net occupancy and equipment costs reflect changes in rental costs, utilities and maintenance costs. Changes in marketing and business development reflect the timing of brand advertising programs and marketing campaigns while technology costs reflect capital investments and higher network costs. Other expense, excluding the impact of the expanded European merchant acquiring business, was slightly lower in the third quarter of 2004, primarily due to charge-back expense associated with the Company's airline merchant portfolio that was recorded in the second quarter of 2004.


     ALLOWANCE FOR CREDIT LOSSES                                      Table 8
     ($ in millions)
                             3Q         2Q         1Q         4Q         3Q
                            2004       2004       2004       2003       2003
     Balance, beginning
      of period           $2,369.7   $2,369.7   $2,368.6   $2,367.7   $2,367.6
     Net charge-offs
       Commercial              2.7       35.7       53.6      100.9      123.9
       Lease financing        18.2       18.9       21.3       14.9       19.2
         Total commercial     20.9       54.6       74.9      115.8      143.1
       Commercial mortgages    2.7        1.8        4.6       10.0        5.9
       Construction and
        development            2.5        0.7        4.7        2.9        4.6
         Total commercial
          real estate          5.2        2.5        9.3       12.9       10.5

       Residential mortgages   6.7        7.3        7.3        7.2        7.3

       Credit card            64.3       62.7       63.4       62.3       59.3
       Retail leasing          9.6        9.8       11.0       11.3       12.2
       Home equity and
        second mortgages      18.7       20.2       19.5       20.4       23.2
       Other retail           39.7       47.4       48.5       55.2       54.3
         Total retail        132.3      140.1      142.4      149.2      149.0
           Total net
            charge-offs      165.1      204.5      233.9      285.1      309.9
     Provision for
      credit losses          165.1      204.5      235.0      286.0      310.0
     Balance, end
      of period           $2,369.7   $2,369.7   $2,369.7   $2,368.6   $2,367.7

     Components
       Allowance for
        loan losses       $2,184.0   $2,189.7   $2,185.6   $2,183.6   $2,184.0
       Liability for
        unfunded credit
        commitments*         185.7      180.0      184.1      185.0      183.7
         Total allowance
          for credit
          losses          $2,369.7   $2,369.7   $2,369.7   $2,368.6   $2,367.7

     Gross charge-offs      $259.5     $274.3     $304.8     $352.3     $373.6
     Gross recoveries        $94.4      $69.8      $70.9      $67.2      $63.7

     Net charge-offs to
      average loans (%)       0.53       0.68       0.79       0.95       1.02

     Allowance as a
      percentage of:
       Period-end loans       1.90       1.93       1.98       2.00       1.98
       Nonperforming loans     337        299        258        232        202
       Nonperforming assets    295        260        226        206        180

     *  During the first quarter of 2004, the Company reclassified the portion
        of its allowance for credit losses related to commercial off-balance
        sheet loan commitments and letters of credit to a separate liability
        account.  Amounts for periods presented in 2003, represent estimates.



    Credit Quality

The allowance for credit losses was $2,369.7 million at September 30, 2004, equal to the allowance for credit losses at June 30, 2004, and essentially equal to the allowance for credit losses of $2,367.7 million at September 30, 2003. The ratio of the allowance for credit losses to period-end loans was 1.90 percent at September 30, 2004, compared with 1.93 percent at June 30, 2004, and 1.98 percent at September 30, 2003. The ratio of the allowance for credit losses to nonperforming loans was 337 percent at September 30, 2004, compared with 299 percent at June 30, 2004, and 202 percent at September 30, 2003. Total net charge-offs in the third quarter of 2004 were $165.1 million, compared with the second quarter of 2004 net charge-offs of $204.5 million and the third quarter of 2003 net charge-offs of $309.9 million.

Commercial and commercial real estate loan net charge-offs were $26.1 million for the third quarter of 2004, or .16 percent of average loans outstanding, compared with $57.1 million, or .35 percent of average loans outstanding, in the second quarter of 2004 and $153.6 million, or .88 percent of average loans outstanding, in the third quarter of 2003. The decline in net charge-offs continues to be broad-based across most industries within the commercial loan portfolio and was favorably influenced by higher levels of commercial loan recoveries in the third quarter of 2004. Commercial loan recoveries are expected to return to more normal levels in future periods.

Retail loan net charge-offs of $132.3 million in the third quarter of 2004 were $7.8 million (5.6 percent) lower than the second quarter of 2004 and $16.7 million (11.2 percent) lower than the third quarter of 2003. Retail loan net charge-offs as a percent of average loans outstanding were 1.26 percent in the third quarter of 2004, compared with 1.39 percent and 1.54 percent in the second quarter of 2004 and third quarter of 2003, respectively. Lower levels of retail loan net charge-offs principally reflected the Company's improvement in ongoing collection efforts and risk management.


     CREDIT RATIOS                                                    Table 9
     (Percent)
                         3Q           2Q           1Q          4Q          3Q
                        2004         2004         2004        2003        2003
     Net charge-offs
      ratios*
       Commercial       0.03         0.42         0.64        1.14        1.33
       Lease financing  1.49         1.57         1.75        1.19        1.52
         Total
          commercial    0.21         0.56         0.78        1.15        1.35

       Commercial
        mortgages       0.05         0.04         0.09        0.20        0.12
       Construction and
        development     0.14         0.04         0.29        0.16        0.25
         Total
          commercial
          real estate   0.08         0.04         0.14        0.19        0.15

       Residential
        mortgages       0.18         0.21         0.22        0.21        0.24

       Credit card      4.16         4.21         4.34        4.33        4.20
       Retail leasing   0.56         0.61         0.71        0.76        0.83
       Home equity
        and second
        mortgages       0.52         0.59         0.59        0.62        0.70
       Other retail     1.09         1.32         1.38        1.57        1.55
         Total retail   1.26         1.39         1.45        1.53        1.54

     Total net
      charge-offs       0.53         0.68         0.79        0.95        1.02

     Delinquent loan ratios - 90 days or more past due excluding nonperforming
      loans**
       Commercial       0.05         0.05         0.06        0.06        0.11
       Commercial
        real estate     0.01         0.01         0.01        0.02        0.01
       Residential
        mortgages       0.46         0.50         0.56        0.61        0.63
       Retail           0.47         0.48         0.54        0.56        0.57
     Total loans        0.23         0.24         0.27        0.28        0.29

     Delinquent loan ratios - 90 days or more past due including nonperforming
      loans**
       Commercial       1.14         1.37         1.67        1.97        2.31
       Commercial
        real estate     0.75         0.76         0.85        0.82        0.75
       Residential
        mortgages       0.77         0.79         0.87        0.91        0.98
       Retail           0.51         0.52         0.59        0.62        0.63
     Total loans        0.80         0.88         1.03        1.14        1.27

     *  annualized and calculated on average loan balances
     ** ratios are expressed as a percent of ending loan balances


The overall level of net charge-offs in the third quarter of 2004 reflected the Company's ongoing efforts to reduce the overall risk profile of the organization and the higher level of commercial loan recoveries during the third quarter of 2004. Net charge-offs are expected to increase modestly as commercial loan recoveries return to more normal levels in future periods.


     ASSET QUALITY                                                    Table 10
     ($ in millions)
                      Sep 30       Jun 30       Mar 31      Dec 31      Sep 30
                       2004         2004         2004        2003        2003
     Nonperforming
      loans
       Commercial     $347.7       $415.7       $510.7      $623.5      $793.9
       Lease financing  91.3        111.0        115.6       113.3       111.6
         Total
          commercial   439.0        526.7        626.3       736.8       905.5
       Commercial
        mortgages      165.7        163.8        184.9       177.6       161.5
       Construction and
        development     35.3         41.3         43.6        39.9        40.2
         Commercial
          real estate  201.0        205.1        228.5       217.5       201.7
       Residential
        mortgages       45.3         41.7         42.1        40.5        46.1
       Retail           17.2         18.4         20.4        25.2        21.6
     Total
      nonperforming
      loans            702.5        791.9        917.3     1,020.0     1,174.9

     Other real estate  68.7         70.0         76.0        72.6        70.4
     Other
      nonperforming
      assets            33.4         49.0         53.3        55.5        73.0

     Total
      nonperforming
      assets*         $804.6       $910.9     $1,046.6    $1,148.1    $1,318.3

     Accruing loans
      90 days or
      more past due   $291.8       $293.2       $319.2      $329.4      $352.4

     Nonperforming
      assets to loans
      plus ORE (%)      0.64         0.74         0.87        0.97        1.10

     *does not include accruing loans 90 days or more past due


    Nonperforming assets at September 30, 2004, totaled $804.6 million,
compared with $910.9 million at June 30, 2004, and $1,318.3 million at
September 30, 2003.  The ratio of nonperforming assets to loans and other real
estate was .64 percent at September 30, 2004, compared with .74 percent at
June 30, 2004, and 1.10 percent at September 30, 2003.  While nonperforming
assets are expected to continue to decline slightly during the next few
quarters, the ongoing level of nonperforming assets is expected to stabilize
at those lower levels.


     CAPITAL POSITION                                                 Table 11
     ($ in millions)
                     Sep 30       Jun 30       Mar 31      Dec 31      Sep 30
                      2004         2004         2004        2003        2003
     Total
      shareholders'
      equity        $19,600      $18,675      $19,452     $19,242     $19,771
     Tier 1 capital  14,589       14,294       14,499      14,623      14,589
     Total
      risk-based
      capital        21,428       21,255       21,559      21,710      21,859

     Common equity
      to assets        10.2%         9.8%        10.1%       10.2%       10.5%
     Tangible common
      equity to assets  6.4          6.3          6.4         6.5         6.5
     Tier 1 capital
      ratio             8.7          8.7          8.9         9.1         9.0
     Total risk-based
      capital ratio    12.7         12.9         13.3        13.6        13.5
     Leverage ratio     7.9          7.8          8.0         8.0         8.0

Total shareholders' equity was $19.6 billion at September 30, 2004, compared with $19.8 billion at September 30, 2003. The decrease was primarily the result of corporate earnings offset by share buybacks and dividends, including the special dividend of $685 million related to the December 31, 2003, spin-off of Piper Jaffray Companies.

Tangible common equity to assets was 6.4 percent at September 30, 2004, compared with 6.3 percent at June 30, 2004, and 6.5 percent at September 30, 2003. The Tier 1 capital ratio was 8.7 percent at September 30, 2004, and at June 30, 2004, compared with 9.0 percent at September 30, 2003. The total risk-based capital ratio was 12.7 percent at September 30, 2004, compared with 12.9 percent at June 30, 2004, and 13.5 percent at September 30, 2003. The leverage ratio was 7.9 percent at September 30, 2004, compared with 7.8 percent at June 30, 2004, and 8.0 percent at September 30, 2003. All regulatory ratios continue to be in excess of stated "well capitalized" requirements.


     COMMON SHARES                                                    Table 12
     (Millions)
                          3Q          2Q          1Q          4Q         3Q
                         2004        2004        2004        2003       2003
     Beginning shares
      outstanding       1,884.1     1,901.2     1,922.9     1,927.4    1,924.5

     Shares issued
      for stock option
      and stock
      purchase plans,
      acquisitions and
      other corporate
      purposes              6.2        3.7         12.1        10.5        2.9
     Shares repurchased   (19.5)     (20.8)       (33.8)      (15.0)        --
     Ending shares
      outstanding       1,870.8    1,884.1      1,901.2     1,922.9    1,927.4


On December 16, 2003, the board of directors of U.S. Bancorp approved an authorization to repurchase 150 million shares of outstanding common stock during the following 24 months. During the third quarter of 2004, the Company repurchased 19.5 million shares of common stock. As of September 30, 2004, there were approximately 68 million shares remaining to be repurchased under the current authorization.


     LINE OF BUSINESS FINANCIAL PERFORMANCE*                          Table 13
     ($ in millions)
                            Operating Earnings**            Percent Change
                        3Q         2Q           3Q        3Q04 vs    3Q04 vs
     Business Line     2004       2004         2003         2Q04       3Q03
     Wholesale
      Banking         $278.0     $266.3       $213.2         4.4       30.4
     Consumer Banking  409.5      388.5        355.2         5.4       15.3
     Private Client,
      Trust and Asset
      Management       110.8      109.4         99.3         1.3       11.6
     Payment Services  185.0      177.7        153.6         4.1       20.4
     Treasury and
      Corporate
      Support           82.2       95.0        126.1       (13.5)     (34.8)

     Consolidated
      Company       $1,065.5   $1,036.9       $947.4         2.8       12.5

     *  preliminary data
     ** earnings before merger and restructuring-related items and
        discontinued operations


                                                                    3Q 2004
                              YTD          YTD          Percent     Earnings
     Business Line            2004         2003         Change     Composition

     Wholesale Banking       $795.1       $637.3         24.8           26%
     Consumer Banking       1,073.1        999.3          7.4           39
     Private Client, Trust
      and Asset Management    330.0        284.7         15.9           10
     Payment Services         524.5        432.5         21.3           17
     Treasury and Corporate
      Support                 388.1        411.4         (5.7)           8

     Consolidated Company  $3,110.8     $2,765.2         12.5          100%

     *  preliminary data
     ** earnings before merger and restructuring-related items and
        discontinued operations


    Lines of Business

Within the Company, financial performance is measured by major lines of business which include Wholesale Banking, Consumer Banking, Private Client, Trust and Asset Management, Payment Services, and Treasury and Corporate Support. These operating segments are components of the Company about which financial information is available and is evaluated regularly in deciding how to allocate resources and assess performance. Noninterest expenses incurred by centrally managed operations or business lines that directly support another business line's operations are charged to the applicable business line based on its utilization of those services primarily measured by the volume of customer activities. These allocated expenses are reported as net shared services expense. Designations, assignments and allocations may change from time to time as management systems are enhanced, methods of evaluating performance or product lines change or business segments are realigned to better respond to our diverse customer base. During 2004, certain organization and methodology changes were made and, accordingly, prior period results have been restated and presented on a comparable basis.

Wholesale Banking offers lending, depository, treasury management and other financial services to middle market, large corporate and public sector clients. Wholesale Banking contributed $278.0 million of the Company's operating earnings in the third quarter of 2004, a 30.4 percent increase over the same period of 2003 and a 4.4 percent increase over the second quarter of 2004. The increase in Wholesale Banking's third quarter 2004 contribution over the third quarter of 2003 was primarily the result of favorable variances in the provision for credit losses and total noninterest expense (6.7 percent), partially offset by a decrease in total net revenue (4.3 percent). The decline in total net revenue from the third quarter of 2003 reflected unfavorable variances in both net interest income (4.4 percent) and noninterest income (4.6 percent). The decrease in net interest income was primarily due to a decline in average total loans outstanding (6.5 percent) and average noninterest bearing deposits (13.3 percent) and savings products (32.6 percent) due, in part, to lower deposits associated with government banking and mortgage banking activities. The decline in noninterest income was primarily the result of unfavorable variances in treasury management fees and commercial products revenue. Treasury management fees were lower (9.1 percent) year-over-year due to a reduction in fees from the Federal government relative to the same quarter of 2003, while the unfavorable variance in commercial products revenue (2.9 percent) was primarily due to lower capital markets activity and other non-yield-related loan fees. Wholesale Banking's favorable variance in total noninterest expense year-over-year was primarily the result of a decline in net shared services (9.0 percent), which is primarily driven by customer transaction volume and account activities. The decrease in the provision for credit losses year-over-year was the result of the favorable change from net charge-offs of $104.4 million in the third quarter of 2003 to net recoveries of $12.7 million in the current quarter. The increase in Wholesale Banking's contribution to operating earnings in the third quarter of 2004 over the second quarter of 2004 was the net result of favorable variances in the provision for credit losses and total noninterest expense (2.5 percent), partially offset by lower total net revenue (1.2 percent). Total net revenue was slightly lower on a linked quarter basis, with essentially flat net interest income, but lower noninterest income (3.8 percent). The unfavorable variance quarter-over-quarter in noninterest income was primarily attributed to lower treasury management fees, the result of lower Federal tax receipt processing activity relative to the second quarter of 2004. The decrease in noninterest expense was principally due to lower net shared services and professional services expense. Net recoveries for the third quarter of 2004 drove the favorable variance in provision for credit losses over the prior quarter.

Consumer Banking delivers products and services to the broad consumer market and small businesses through banking offices, telemarketing, on-line services, direct mail and automated teller machines ("ATMs"). It encompasses community banking, metropolitan banking, branch ATM banking, small business banking, including lending guaranteed by the Small Business Administration, small-ticket leasing, consumer lending, mortgage banking, workplace banking, student banking, 24-hour banking, and investment product and insurance sales. Consumer Banking contributed $409.5 million of the Company's operating earnings in the third quarter of 2004, a 15.3 percent increase over the same period of 2003 and a 5.4 percent increase over the second quarter of 2004. While the retail banking business segment grew operating earnings by 26.2 percent and 10.5 percent over the third quarter of 2003 and the second quarter of 2004, respectively, the contribution of the mortgage banking business declined from both of the previous reporting periods. The decrease in the mortgage banking business's contribution from the third quarter of 2003 was the net result of a decline in net interest income and an increase in noninterest expense, excluding the change in MSR valuation. The increase in noninterest expense, excluding the change in MSR valuation, was primarily due to an increase in other intangible amortization, the result of the growing servicing portfolio. In the third quarter of 2004, as in the third quarter of 2003, net gains (losses) on securities in the mortgage banking business line were offset by the change in MSR valuation. The mortgage banking business line's contribution declined in the third quarter of 2004 from the second quarter of 2004, primarily due to lower net interest income and noninterest income and higher operating expense.

For the Consumer Banking business, as a whole, the favorable variance in gains (losses) on the sale of securities was offset with the unfavorable variance in MSR valuation year-over-year. Excluding net gains (losses) on the sale of securities, total net revenue was higher than the same quarter of the 2003 by 5.2 percent, primarily due to an increase in noninterest income (18.0 percent). Consumer Banking's results also benefited from a reduction in the provision for credit losses (16.5 percent), while total noninterest expense, excluding the change in MSR valuations, was essentially flat from the third quarter of 2003. Net interest income was slightly lower year-over-year (.3 percent), the result of increases in average loans outstanding (8.7 percent), offset by declines in the average balance of loans held for sale and in the business line's net interest margin. Noninterest income improved in the third quarter of 2004 over the same period of 2003, primarily due to growth in deposit service charges (11.1 percent), commercial products revenue (45.7 percent), mortgage banking revenue (7.7 percent), investment products fees and commissions (4.0 percent) and other revenue. Other revenue was higher due to a residual value insurance recovery during the third quarter of 2004 and a favorable change in lease residual gains (losses). Total noninterest expense, excluding the change in MSR valuation, in the third quarter of 2004 was essentially flat to the third quarter of 2003, with higher compensation and employee benefits (2.1 percent), net occupancy and equipment (1.3 percent), and other intangibles (9.7 percent), offset by lower net shared services (7.9 percent) and other expense (1.6 percent). A reduction in net charge-offs year-over-year drove the positive variance in the business line's provision for credit losses.

The increase in Consumer Banking's contribution in the third quarter of 2004 over the second quarter of 2004 was primarily the result of favorable variances in total net revenue, excluding net gains (losses) on the sale of securities (2.1 percent), and a reduction in the provision for credit losses (5.7 percent). Offsetting these favorable variances was slightly higher noninterest expense, excluding the change in MSR valuation (.2 percent). The growth in noninterest income, excluding net gains (losses) on the sale of securities, quarter-over-quarter was driven by deposit service charges (2.7 percent), treasury management fees (5.0 percent) and other revenue (26.7 percent). The unfavorable variance in noninterest expense, excluding the change in MSR valuation, quarter-over-quarter was primarily the result of slightly higher compensation and employee benefits and other expense.

Private Client, Trust and Asset Management provides trust, private banking, financial advisory, investment management and mutual fund and alternative investment product services through five businesses: Private Client Group, Corporate Trust, Asset Management, Institutional Trust and Custody, and Fund Services, LLC. Private Client, Trust and Asset Management contributed $110.8 million of the Company's operating earnings in the third quarter of 2004, 11.6 percent higher than the same period of 2003 and 1.3 percent higher than the second quarter of 2004. The favorable variance in the business line's contribution in the third quarter of 2004 over the third quarter of 2003 was the result of favorable variances in net interest income (18.8 percent), total noninterest expense (1.7 percent) and the provision for credit losses. Higher average loans outstanding (3.8 percent) and average total deposits (14.5 percent) favorably impacted net interest income year-over-year. Noninterest income was slightly lower than the same quarter of 2003 (.7 percent). The increase in the business line's contribution (1.3 percent) in the third quarter of 2004 over the second quarter of 2004 was primarily the result of slightly lower total noninterest expense (.9 percent) and a favorable variance in the provision for credit losses, offset by lower total net revenue (2.0 percent). Although net interest income rose (7.8 percent) quarter-over-quarter, noninterest income fell by 5.4 percent from the second quarter of 2004 to the third quarter of 2004. The increase in net interest income was primarily driven by an increase in average loans outstanding (1.3 percent), while noninterest income declined partially due to seasonally lower tax preparation fees relative to the second quarter of 2004.

Payment Services includes consumer and business credit cards, debit cards, corporate and purchasing card services, consumer lines of credit, ATM processing, and merchant processing. Payment Services contributed $185.0 million of the Company's operating earnings in the third quarter of 2004, a 20.4 percent increase over the same period of 2003, and a 4.1 percent increase over the second quarter of 2004. The increase in Payment Services' contribution in the third quarter of 2004 over the same period of 2003 was the result of higher total net revenue (13.6 percent) and a lower provision for credit losses (8.9 percent), partially offset by an increase in total noninterest expense (16.0 percent). The increase in total net revenue year-over-year was primarily due to growth in noninterest income (21.2 percent), partially offset by lower net interest income (7.4 percent), which primarily reflected higher corporate card rebates and a reduction in late fees relative to the prior year's quarter. The increase in noninterest income was principally the result of growth in credit and debit card revenue (19.4 percent), corporate payment products revenue (13.4 percent), ATM processing service revenue (13.5 percent) and merchant processing services revenue (28.2 percent). Although credit and debit card revenue was negatively impacted in the third quarter of 2004 by the VISA debit card settlement and higher customer loyalty rewards expense, increases in transaction volumes and other rate changes more than offset these detrimental changes. The increase in merchant processing revenue included approximately $26 million associated with the expansion of the Company's merchant acquiring business in Europe. The growth in total noninterest expense year-over-year primarily reflected an increase in processing expense related to the business line's revenue growth, including approximately $23 million associated with the European merchant acquiring business. The increase in Payment Services' contribution in the third quarter of 2004 over the second quarter of 2004 was primarily due to seasonally strong total net revenue (4.8 percent) and lower provision for credit losses (5.5 percent), offset by an increase in total noninterest expense (9.7 percent), the result of the increase in processing-related expense and the expansion of the merchant acquiring business in Europe.

Treasury and Corporate Support includes the Company's investment portfolios, funding, capital management and asset securitization activities, interest rate risk management, the net effect of transfer pricing related to average balances and the residual aggregate of expenses associated with business activities managed on a corporate basis, including enterprise-wide operations and administrative support functions. Operational expenses incurred by Treasury and Corporate Support on behalf of the other business lines are allocated back primarily based on customer transaction volume and account activities to the appropriate business unit and are identified as net shared services expense. Treasury and Corporate Support recorded operating earnings of $82.2 million in the third quarter of 2004, compared with operating earnings of $126.1 million in the third quarter of 2003 and $95.0 million in the second quarter of 2004. The decrease in operating earnings in the current quarter from the third quarter of 2003 was largely due to lower total net revenue (7.5 percent) and higher total noninterest expense (39.6 percent). Lower total net revenue reflected the Company's asset/liability management decisions to invest in lower-yield floating-rate securities, higher-cost fixed funding and repositioning of the balance sheet for changes in the interest rate environment. The increase in total noninterest expense year-over-year reflected higher compensation and employee benefits, specifically performance-based incentives and pension expense, as well as an unfavorable variance in net shared services. The unfavorable variance in operating earnings in the third quarter of 2004 from the second quarter of 2004 was the result of lower total net revenue (5.8 percent) and higher total noninterest expense (5.0 percent). Total net revenue declined quarter-over-quarter, primarily due to the continuing asset/liability management decisions of the Company, while the increase in noninterest expense reflected higher net occupancy and equipment costs and other expense.

Additional schedules containing more detailed information about the Company's business line results are available on the web at http://usbank.com or by calling Investor Relations at 612-303-0781.

CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, JERRY A. GRUNDHOFER, AND VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER, DAVID M. MOFFETT, WILL HOST A CONFERENCE CALL TO REVIEW THE FINANCIAL RESULTS ON TUESDAY, October 19, 2004, AT 1:00 p.m. (CDT). To access the conference call, please dial 800-223-9488 and ask for the U.S. Bancorp earnings conference call. Participants calling from outside the United States, please call 785-832-1508. For those unable to participate during the live call, a recording of the call will be available approximately one hour after the conference call ends on Tuesday, October 19, 2004, and will run through Tuesday, October 26, 2004, at 11:00 p.m. (CDT). To access the recorded message dial 888-276-5316. If calling from outside the United States, please dial 402-220-2333. After October 26th, a recording of the call will continue to be available by webcast on the U.S. Bancorp web site at usbank.com.

Minneapolis-based U.S. Bancorp ("USB"), with $193 billion in assets, is the 6th largest financial services holding company in the United States. The company operates 2,346 banking offices and 4,621 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at http://usbank.com .

Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These statements often include the words "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future prospects of the Company. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following, in addition to those contained in the Company's reports on file with the SEC: (i) general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for credit losses, or a reduced demand for credit or fee-based products and services; (ii) changes in the domestic interest rate environment could reduce net interest income and could increase credit losses; (iii) inflation, changes in securities market conditions and monetary fluctuations could adversely affect the value or credit quality of the Company's assets, or the availability and terms of funding necessary to meet the Company's liquidity needs; (iv) changes in the extensive laws, regulations and policies governing financial services companies could alter the Company's business environment or affect operations; (v) the potential need to adapt to industry changes in information technology systems, on which the Company is highly dependent, could present operational issues or require significant capital spending; (vi) competitive pressures could intensify and affect the Company's profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments, or bank regulatory reform; (vii) changes in consumer spending and savings habits could adversely affect the Company's results of operations; (viii) changes in the financial performance and condition of the Company's borrowers could negatively affect repayment of such borrowers' loans; (ix) acquisitions may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated, or may result in unforeseen integration difficulties; (x) capital investments in the Company's businesses may not produce expected growth in earnings anticipated at the time of the expenditure; and (xi) acts or threats of terrorism, and/or political and military actions taken by the U.S. or other governments in response to acts or threats of terrorism or otherwise could adversely affect general economic or industry conditions. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.


     U.S. Bancorp
     Consolidated Statement of Income
    (Dollars and Shares in Millions,   Three Months Ended  Nine Months Ended
     Except Per Share Data)               September 30,       September 30,
    (Unaudited)                          2004      2003      2004      2003
    Interest Income
    Loans                              $1,802.8  $1,818.3  $5,289.8  $5,476.0
    Loans held for sale                    21.1      59.5      68.3     170.9
    Investment securities
        Taxable                           448.8     403.6   1,351.5   1,222.1
        Non-taxable                         4.4       6.7      14.4      23.1
    Other interest income                  25.7      23.2      73.1      78.2
            Total interest income       2,302.8   2,311.3   6,797.1   6,970.3
    Interest Expense
    Deposits                              221.4     256.4     653.7     851.5
    Short-term borrowings                  74.5      44.9     183.3     123.3
    Long-term debt                        205.3     167.9     566.0     536.2
    Junior subordinated debentures         27.0      23.6      75.3      79.5
            Total interest expense        528.2     492.8   1,478.3   1,590.5
    Net interest income                 1,774.6   1,818.5   5,318.8   5,379.8
    Provision for credit losses           165.1     310.0     604.6     968.0
    Net interest income after
     provision for credit losses        1,609.5   1,508.5   4,714.2   4,411.8
    Noninterest Income
    Credit and debit card revenue         164.3     137.6     464.9     407.3
    Corporate payment products revenue    108.5      95.7     306.0     272.6
    ATM processing services                45.2      41.3     132.3     125.6
    Merchant processing services          187.5     146.3     493.7     415.4
    Trust and investment management
     fees                                 240.2     239.8     740.5     707.3
    Deposit service charges               207.4     187.0     594.7     529.2
    Treasury management fees              117.9     126.2     356.9     350.0
    Commercial products revenue           106.7      97.8     324.5     302.0
    Mortgage banking revenue               97.2      89.5     301.3     275.2
    Investment products fees and
     commissions                           37.1      35.5     118.6     108.7
    Securities gains (losses), net         87.3    (108.9)    (84.4)    244.9
    Other                                 124.7      89.6     335.0     278.2
            Total noninterest income    1,524.0   1,177.4   4,084.0   4,016.4
    Noninterest Expense
    Compensation                          564.6     543.8   1,673.0   1,637.4
    Employee benefits                     100.0      75.8     291.4     247.1
    Net occupancy and equipment           159.2     161.3     468.3     482.1
    Professional services                  37.2      39.9     104.3      99.2
    Marketing and business development     60.6      48.6     144.6     129.5
    Technology and communications         109.8     102.1     313.9     311.1
    Postage, printing and supplies         61.4      61.6     183.5     183.8
    Other intangibles                     210.2      10.8     388.7     558.2
    Merger and restructuring-related
     charges                                 --      10.2        --      38.6
    Other                                 216.0     199.2     638.8     567.5
            Total noninterest expense   1,519.0   1,253.3   4,206.5   4,254.5
    Income from continuing operations
     before income taxes                1,614.5   1,432.6   4,591.7   4,173.7
    Applicable income taxes               549.0     491.9   1,480.9   1,433.9
    Income from continuing operations   1,065.5     940.7   3,110.8   2,739.8
    Income from discontinued
     operations (after-tax)                  --      10.2        --      15.8
    Net income                         $1,065.5    $950.9  $3,110.8  $2,755.6

    Earnings Per Share
        Income from continuing
         operations                        $.57      $.49     $1.64     $1.43
        Discontinued operations              --       --        --        --
        Net income                         $.57      $.49     $1.64     $1.43

    Diluted Earnings Per Share
        Income from continuing
         operations                        $.56      $.48     $1.62     $1.42
        Discontinued operations             --        .01       --        .01
        Net income                         $.56      $.49     $1.62     $1.43

    Dividends declared per share          $.240     $.205     $.720     $.615

    Average common shares outstanding   1,877.0   1,926.0   1,894.6   1,922.4
    Average diluted common shares
     outstanding                        1,903.7   1,939.8   1,919.4   1,932.4


     U.S. Bancorp
     Consolidated Ending Balance Sheet
                                            September    December   September
                                                30,         31,         30,
    (Dollars in Millions)                      2004        2003        2003
    Assets                                 (Unaudited)             (Unaudited)

    Cash and due from banks                   $6,969      $8,630      $9,187
    Investment securities
        Held-to-maturity                         120         152         180
        Available-for-sale                    39,534      43,182      34,835
    Loans held for sale                        1,372       1,433       3,640
    Loans
        Commercial                            40,151      38,526      41,170
        Commercial real estate                27,414      27,242      27,242
        Residential mortgages                 14,741      13,457      12,976
        Retail                                42,520      39,010      38,494
            Total loans                      124,826     118,235     119,882
                Less allowance for loan
                 losses                       (2,184)     (2,184)     (2,184)
                Net loans                    122,642     116,051     117,698
    Premises and equipment                     1,894       1,957       2,028
    Customers' liability on acceptances          146         121         143
    Goodwill                                   6,226       6,025       6,329
    Other intangible assets                    2,419       2,124       2,138
    Other assets                              11,522       9,796      12,841
                Total assets                $192,844    $189,471    $189,019

    Liabilities and Shareholders' Equity
    Deposits
        Noninterest-bearing                  $31,585     $32,470     $32,441
        Interest-bearing                      70,011      74,749      74,419
        Time deposits greater than
         $100,000                             13,971      11,833       8,183
            Total deposits                   115,567     119,052     115,043
    Short-term borrowings                     12,648      10,850      12,864
    Long-term debt                            35,328      31,215      31,603
    Junior subordinated debentures             2,676       2,601       2,605
    Acceptances outstanding                      146         121         143
    Other liabilities                          6,879       6,390       6,990
            Total liabilities                173,244     170,229     169,248
    Shareholders' equity
        Common stock                              20          20          20
        Capital surplus                        5,868       5,851       5,853
        Retained earnings                     16,260      14,508      14,677
        Less treasury stock                   (2,710)     (1,205)     (1,031)
        Other comprehensive income               162          68         252
            Total shareholders' equity        19,600      19,242      19,771
            Total liabilities and
             shareholders' equity           $192,844    $189,471    $189,019
SOURCE  U.S. Bancorp
    -0-                             10/19/2004
    /CONTACT:  Media Relations, Steve Dale, +1-612-303-0784, or Investor
Relations, H.D. McCullough, +1-612-303-0786, or Judith T. Murphy,
+1-612-303-0783, all of U.S. Bancorp/
    /Company News On-Call:  http://www.prnewswire.com/comp/312402.html /
    /Web site:  http://www.usbank.com /
    (USB PJC)

CO:  U.S. Bancorp; Piper Jaffray Companies
ST:  Minnesota
IN:  FIN
SU:  ERN CCA

AM-AJ
-- CGTU006A --
9266 10/19/2004 09:04 EDT http://www.prnewswire.com
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding U.S. Bancorp's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.



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