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FIRST BANK SYSTEM REPORTS STRONG FOURTH QUARTER 1993 EARNINGS

                         4Q     4Q    Percent                    Percent
    EARNINGS SUMMARY    1993   1992   Change     1993     1992   Change
    ($ in millions, except per share data)
    Before merger-related
     charges and cumulative
     effect of accounting
     changes:
      Income           $95.9  $64.7    48.2    $348.0   $236.3    47.3
      Earnings per
       common share     0.81   0.54    50.0      2.83     1.96    44.4
    Net income         $95.9  (17.1)    nm      298.0    311.8    (4.4)
    Primary earnings
     per share          0.81  (0.23)    nm       2.39     2.67   (10.5)
    Dividends paid per
     common share       0.25  0.225   11.1       1.00     0.88    13.6
    Book value per common
     share (period-
      end)             18.09  17.09    5.9         --       --      --
    Return on average
     common
     equity (%)(a)      18.3   12.7     --       16.4     12.0      --
    Return on average
     assets (%)(a)      1.45   1.07     --       1.36     1.00      --
    (a) before merger-related charges and cumulative effect of accounting changes
    MINNEAPOLIS, Jan. 13 /PRNewswire/ -- First Bank System, Inc. (NYSE: FBS) today reported fourth quarter earnings of $95.9 million, or $0.81 per share, compared with $64.7 million, or $0.54 per share, before merger-related charges in the fourth quarter of 1992.  Return on assets and return on common equity in the fourth quarter of 1993 were 1.45 percent and 18.3 percent, respectively, compared with returns of 1.07 percent and 12.7 percent, before merger-related charges in the fourth quarter of 1992.
    The improvement in fourth quarter 1993 earnings over the same period in 1992 resulted principally from an increase in net interest income on a taxable-equivalent basis of $30 million, or 11.4 percent, and a decrease in provision for credit losses of $12.3 million, or 31.3 percent, excluding 1992 merger-related charges.  Net interest margin on a taxable-equivalent basis for the quarter was 5.00 percent, or 9 basis points higher than in the fourth quarter of 1992.
    Also contributing to the strong results for the fourth quarter of 1993 was continuing progress on achieving cost savings from the integration of recent acquisitions.  Compared with noninterest expense for the fourth quarter of 1992, including the operations of Bank Shares Incorporated (BSI) on a pro forma basis and excluding merger-related charges, noninterest expense for the quarter declined $28.3 million, or 10 percent.  The efficiency ratio, or ratio of expenses to revenues, for the fourth quarter of 1993 improved to 58.1 percent, from 64.6 percent for the same quarter last year, excluding merger-related costs.
    Earnings per share in the fourth quarter of 1993 reflect the impact of the repurchase of 2.3 million average shares in anticipation of the acquisition of Boulevard Bancorp.  As previously announced, First Bank System plans to repurchase all of the shares to be issued in the transaction, which is expected to close early in 1994; the repurchased shares will be reissued at the closing of the Boulevard Bancorp transaction.  If these shares had been outstanding throughout the fourth quarter of 1993, earnings for the quarter would have been lower by $0.01 per share.
    Earnings for the year 1993 totaled $348 million before merger- related charges, an increase of $111.7 million, or 47.3 percent, from the prior year before merger-related charges and cumulative effect of accounting changes.  On a per share basis, earnings before merger- related charges were $2.83 per share in 1993, compared with earnings of $1.96 per share before merger-related charges and cumulative effect of accounting changes in 1992, an increase of 44.4 percent.  Return on average assets before merger-related charges was 1.36 percent in 1993, compared with 1.00 percent before merger-related charges and cumulative effect of accounting changes in 1992.  On the same basis, return on average common equity was 16.4 percent in 1993, compared with 12.0 percent last year.
    The improvement in annual earnings reflected an increase in net interest income on a taxable-equivalent basis of $132.8 million, or 13 percent, and a decrease in provision for credit losses of $44.6 million, or 26.3 percent, excluding 1992 merger-related charges. Net interest margin on a taxable-equivalent basis rose 22 basis points from 1992, to 5.07 percent.
    The successful integration of recent acquisitions also contributed to the strong results for the year.  Compared with noninterest expense for 1992, including the operations of BSI on a pro forma basis and excluding merger-related charges, noninterest expense for the year declined $76.7 million, or 6.9 percent.  The efficiency ratio, or ratio of expenses to revenues, excluding merger-related costs, for 1993 improved to 59.8 percent, from 64.7 percent for last year.  Average full-time equivalent employees in 1993 totaled 12,300, compared with the 1992 average of 13,503 (pro forma for the BSI acquisition).
    Nonperforming assets dropped to $226 million at Dec. 31, 1993, a decrease of $40.8 million, or 15.3 percent, from Sept. 30, 1993, and $186.1 million, or 45.2 percent, from the end of 1992.  The ratio of the allowance for credit losses to nonperforming loans continues to indicate strong reserve coverage, increasing to 269 percent, from 233 percent at the end of third quarter and 179 percent at Dec. 31, 1992.
    First Bank System's Chairman, President and Chief Executive Officer, John F. Grundhofer, said, "The year 1993 has been very good for First Bank System.  We substantially completed the integration of three major acquisitions, and our noninterest expense level reflects significant cost take-outs relating to the consolidation.  We continue to make progress toward achieving our goal of an efficiency ratio in the low- 50's.  We have reached the first milestone by breaking through the 60 percent level, reducing our efficiency ratio to 58.1 percent for the fourth quarter and 59.8 percent for the year."  Grundhofer added, "We also continue to see significant improvements in credit quality, as evidenced by our lower provision for losses, reduced net charge-offs and a declining level of nonperforming assets.  With our integration efforts largely behind us, we are now well positioned to leverage our technology with growth in our core businesses."
    Reported net income for 1993 was $298 million ($2.39 per share), after merger-related charges of $50 million ($0.44 per share), on an after-tax basis, recorded in the second quarter in connection with the acquisition of Colorado National Bankshares (CNB).  Reported net income for 1992 was $311.8 million ($2.67 per share), including income related to the cumulative effect of changes in accounting principles of $157.3 million ($1.49 per share) and merger-related charges of $81.8 million ($0.78 per share), on an after-tax basis.
    Results for 1993 and 1992 have been restated to reflect the acquisition of CNB on May 28, 1993, which was accounted for using the pooling-of-interests method.  Earnings for 1993 include the results of BSI, which was acquired on December 31, 1992 and accounted for using the purchase method.
    In September of 1993, First Bank System announced that it had agreed to purchase Boulevard Bancorp, Inc. of Chicago, a commercial bank holding company with $1.7 billion in assets and $1.2 billion in deposits.  In December of 1993, First Bank System announced agreements to purchase two additional institutions.  First Financial Investors, Inc. is the holding company of St. Louis Bank for Savings, FSB, of Duluth, Minnesota, with $200 million in assets; and United Bank of Bismarck is located in North Dakota, with $123 million in assets.  The three acquisitions are expected to close late in the first quarter or early in the second quarter of 1994.  In January of 1994, First Bank System announced that it has agreed to purchase the domestic corporate trust business of J.P. Morgan & Co., Inc.; this transaction is expected to close late in the second quarter of 1994.
    INCOME STATEMENT HIGHLIGHTS
    (Taxable-equivalent basis,
     $ in millions)          4Q     4Q   Percent                 Percent
                            1993   1992  Change    1993     1992 Change
    Net interest income   $293.3 $263.3   11.4 $1,150.6 $1,017.8   13.0
    Provision for credit
     losses(a)              27.0   39.3  (31.3)   125.2    169.8  (26.3)
    Noninterest income     145.9  137.1    6.4    569.6    535.7    6.3
    Noninterest expense(a) 255.3  258.6   (1.3) 1,028.3  1,003.9    2.4
    Income before taxes    156.9  102.5   53.1    566.7    379.8   49.2
    Taxable-equivalent
     adjustment              3.7    4.4  (15.9)    17.7     22.7  (22.0)
    Income taxes(b)         57.3   33.4   71.6    201.0    120.8   66.4
    Income before merger-
     related charges and
     cumulative effect of
     accounting changes     95.9   64.7   48.2    348.0    236.3   47.3
    Merger-related charges
     and cumulative effect of
     accounting changes
     (after-tax)              --  (81.8)   nm     (50.0)    75.5   nm
    Net income             $95.9 ($17.1)   nm    $298.0   $311.8 (4.4)
    Net interest margin (%) 5.00   4.91    --      5.07     4.85   --
    Efficiency ratio (%)(a) 58.1   64.6    --      59.8     64.7   --
    (a) excluding merger-related charges
    (b) excluding merger-related tax benefits
    Fourth quarter net interest income on a taxable-equivalent basis was $293.3 million, an increase of $30 million, or 11.4 percent, from the fourth quarter of 1992.  The improvement in net interest income reflects increases in average earning assets of $1.9 billion, or 9.1 percent, and average noninterest-bearing deposits of $2.2 billion, or 41.8 percent. Average earning assets totaled $23.27 billion in the fourth quarter of 1993, compared with $21.34 billion in the fourth quarter of 1992. Average loans for the same periods totaled $18.8 billion and $16.3 billion, respectively.  Approximately one-third of the increase in loans and one-half of the increase in noninterest-bearing deposits during the fourth quarter, as compared with the same period in 1992, were attributable to cyclical activity in the Company's portfolio of secured loans to mortgage banking firms and related escrow balances.  In the last half of 1993, this portfolio included a $700 million low margin extension of credit, which is fully secured by short-term U.S. Treasury securities and is expected to be outstanding until the third quarter of 1994.
    Net interest income on a taxable-equivalent basis was $1.15 billion for 1993, an increase of $132.8 million, or 13 percent, from last year. The improvement in net interest income reflects increases in average earning assets of $1.7 billion, or 8.2 percent, and average noninterest- bearing deposits of $1.6 billion, or 33.4 percent.  Average earning assets totaled $22.7 billion in 1993, compared with $21.0 billion in 1992.  Average loans totaled $17.8 billion in 1993, compared with $16.3 billion in 1992.  About one-fourth of the increase in loans and one-third of the increase in noninterest-bearing deposits during the year were attributable to mortgage banking lending activities.
    The net interest margin on a taxable-equivalent basis was 5.00 percent in the fourth quarter of 1993, an increase of 9 basis points from 4.91 percent for the fourth quarter of 1992.  Net interest margin on a taxable-equivalent basis for the year was 5.07 percent in 1993, an increase of 22 basis points from 4.85 percent for 1992.  The improvements in net interest margin from 1992 resulted generally from decreased funding costs.
    NONINTEREST INCOME
    ($ in millions)        4Q    4Q    Percent                  Percent
                          1993  1992   Change    1993   1992    Change
    Trust fees           $37.5 $32.2    16.5   $146.1 $127.8     14.3
    Service charges       28.4  27.6     2.9    115.3  108.4      6.4
    Credit card fees      37.5  31.9    17.6    137.1  116.9     17.3
    Insurance commissions  5.3   6.6   (19.7)    20.9   27.3    (23.4)
    Trading account
      profits              2.2   2.6   (15.4)    10.1   10.5     (3.8)
    Investment securities
     gains                  --   0.1  (100.0)     0.3    1.9    (84.2)
    Other                 35.0  36.1    (3.0)   139.8  142.9     (2.2)
    Total noninterest
     income             $145.9 $137.1    6.4   $569.6 $535.7      6.3
    Fourth quarter noninterest income was $145.9 million, an increase of $8.8 million, or 6.4 percent, from the same quarter of 1992.  For the year, noninterest income was $569.6 million, an increase of $33.9 million, or 6.3 percent, from 1992.  The increase for both periods resulted generally from higher credit card and trust fees.  Trust fees, service charges and credit card fees for the quarter increased $11.7 million, or 12.8 percent, from the fourth quarter of 1992, and fees for the year increased $45.4 million, or 12.9 percent, from 1992. Trust fees in 1993 reflect income from the corporate trust business units purchased from Bankers Trust Company of California in July of 1992 and U.S. Bancorp in March of 1993.  Most of the increase in credit card fees, for the quarter and the year, is attributable to higher volumes for the Company's Corporate Card product.  Insurance commissions were lower in 1993 than in 1992 as a result of the sale of the Montana and Twin Cities Metro insurance agencies in the fourth quarter of 1992 and first quarter of 1993, respectively.  The 2.2 percent decline in other noninterest income for the year reflects approximately $28 million in net charges related to the accelerated amortization of mortgage loan servicing rights due to prepayments in the Company's mortgage servicing portfolio, partially offset by $11 million in one-time gains from the sale of assets.
    NONINTEREST EXPENSE
    ($ in millions)           4Q     4Q    Percent               Percent
                             1993   1992   Change   1993    1992  Change
    Salaries                $95.0 $101.6   (6.5)  $389.1   $388.7   0.1
    Employee benefits        19.6   20.1   (2.5)    86.3     85.5   0.9
    Net occupancy            22.8   21.8    4.6     93.4     87.9   6.3
    Furniture and equipment  19.2   17.5    9.7     72.7     67.2   8.2
    FDIC insurance           11.5   10.4   10.6     46.4     42.2  10.0
    Professional services    10.7   10.5    1.9     36.7     38.7  (5.2)
    Other real estate(a)     (0.1)  27.3    nm       2.2     41.2 (94.7)
    Amortization of goodwill
     and intangibles          7.7    6.0   28.3     30.6     25.2  21.4
    Merger, integration and
     restructuring             --   84.0 (100.0)    72.2     84.0 (14.0)
    Other                    68.9   69.8   (1.3)   270.9    253.7   6.8
    Total noninterest
     expense               $255.3 $369.0  (30.8)$1,100.5 $1,114.3  (1.2)
    Total noninterest expense,
     excluding merger-related
     charges               $255.3 $258.6   (1.3)$1,028.3 $1,003.9   2.4
    (a)  Includes merger-related charges of $26.4 million for the quarter and year ended Dec. 31, 1992.
    Fourth quarter noninterest expense was lower by $3.3 million, or 1.3 percent, than in the fourth quarter of 1992, excluding merger- related charges.  Compared with noninterest expense for the fourth quarter of 1992, including the operations of BSI on a pro forma basis and excluding merger-related charges, noninterest expense for the quarter declined by $28.3 million, or 10 percent.  Excluding merger- related charges, noninterest expense for 1993 was $1.03 billion, an increase of $24.4 million, or 2.4 percent, over the same period of 1992. Compared with noninterest expense for 1992, including the operations of BSI on a pro forma basis and excluding merger-related charges, noninterest expense for the year declined $76.7 million, or 6.9 percent. Generally, the decrease in expenses for the year reflects success in integrating recent acquisitions.
    Total salaries and benefits expense for the fourth quarter decreased by $7.1 million, or 5.8 percent, from that of the fourth quarter of 1992.  Salaries and benefits expense for the year was essentially unchanged from that of 1992.  Fourth quarter and full year net occupancy and equipment expense increased over the same periods in 1992 by $2.7 million, or 6.9 percent, and $11 million, or 7.1 percent, respectively, because of costs associated with acquisitions and recent investments in technology.  The premium expense on FDIC insurance was higher in both periods in 1993 than in 1992 because of generally higher deposit levels.  Amortization of goodwill and intangibles was higher in 1993 than in 1992 due to the acquisition, on a purchase basis, of BSI and the corporate trust units.
    Fourth quarter provision for credit losses was lower by $12.3 million than in the fourth quarter of 1992, excluding $13.6 million in 1992 merger-related charges.  For the year, the provision for credit losses decreased by $44.6 million, or 26.3 percent, from 1992, excluding merger-related charges.  Fourth quarter net charge- offs totaled $31 million, compared with $58.3 million in the fourth quarter of 1992.  Commercial and consumer loans net charge-offs for the quarter were lower than in the fourth quarter of 1992 by $21.8 million, or 73.6 percent, and $5.5 million, or 19.2 percent, respectively.  For the year, net charge-offs totaled $150 million during 1993, down from $203.1 million for 1992.  Total commercial loan net charge-offs for 1993 were lower by $25.7 million, or 28.7 percent, than for the same period of 1992.  Net charge-offs for consumer loans in 1993 were down by $27.4 million, or 24.1 percent, from 1992.  The lower provisions and net charge-offs for the quarter and the year resulted from improved credit quality.
    ALLOWANCE FOR CREDIT LOSSES
    ($ in millions)                  4Q     4Q        1993     1992
                                    1993   1992
    Balance, beginning of period  $427.2 $413.9     $448.0   $426.9
    Net charge-offs (recoveries)
         Commercial                  7.8   29.6       63.9     89.6
         Consumer                   23.2   28.7       86.1    113.5
         Total                      31.0   58.3      150.0    203.1
    Provision for credit losses(a)  27.0   52.9      125.2    183.4
    Asset acquisition additions       --   39.5         --     40.8
    Balance, end of period        $423.2 $448.0     $423.2   $448.0
    Net charge-offs to average
     loans (%)                      0.65   1.42       0.84     1.25
    Allowance for credit losses to
     period-end loans (%)           2.25   2.62         --       --
    (a)  Includes merger-related charges of $13.6 million for the quarter and year ended Dec. 31, 1992.
    The allowance for credit losses was $423.2 million at Dec. 31, 1993, down from $427.2 million at Sept. 30, 1993 and $448 million at Dec. 31, 1992.  The ratio of allowance for credit losses to nonperforming loans continues to indicate strong reserve coverage, increasing to 269 percent at the end of the year, compared with 233 percent at the end of third quarter and 179 percent at the end of 1992.
    ASSET QUALITY
    ($ in millions)    Dec 31    Sep 30   Jun 30    Mar 31    Dec 31
                        1993      1993     1993      1993      1992
    Nonperforming loans
      Commercial and
       financial       $43.1     $52.2    $66.8     $74.3     $84.2
      HLTs              20.1      27.4     67.2      56.7      64.4
      Commercial real
       estate           39.1      41.6     55.2      68.3      67.8
      Consumer          55.3      62.3     37.5      38.6      33.8
      Total            157.6     183.5    226.7     237.9     250.2
    Other real estate   67.4      81.1     99.4     133.1     158.2
    Other nonperforming
      assets             1.0       2.2      2.4       3.4       3.7
    Total nonperforming
     assets           $226.0    $266.8   $328.5    $374.4    $412.1
    Accruing loans 90 days
     past due          $31.2     $32.1    $25.1     $28.4     $30.2
    Allowance to nonperforming
     loans (%)           269       233      192       186       179
    Allowance to nonperforming
     assets (%)          187       160      132       118       109
    Nonperforming assets
     to loans plus
      ORE (%)           1.20      1.43     1.82      2.20      2.39
    Nonperforming assets at Dec. 31, 1993 totaled $226 million, down by $40.8 million, or 15.3 percent, from the end of third quarter, and by $186.1 million, or 45.2 percent, from the total at Dec. 31, 1992.  The ratio of nonperforming assets to loans and other real estate improved to 1.20 percent at Dec. 31, 1993, from 1.43 percent at Sept. 30, 1993 and 2.39 percent at Dec. 31, 1992.
    During the fourth quarter of 1993, nonperforming loans decreased $25.9 million, or 14.1 percent and other real estate decreased $13.7 million, or 16.9 percent, generally the result of repayments of loans and sales of properties.
    A significant change in the balance of nonperforming assets at Dec. 31, 1993, as compared with the end of 1992, occurred in other real estate, which was down $90.8 million, or 57.4 percent, principally due to sales of properties.  Nonperforming HLT loans decreased primarily because one large loan, placed on nonaccrual in Dec. of 1992, was paid in full in the third quarter of 1993.  The increase in nonperforming consumer loans during the year resulted from the purchase in the third quarter of 1993 of $25.7 million of delinquent residential mortgages in connection with a sale of mortgage loan servicing rights.  These loans are supported by government-sponsored mortgage insurance.
    On Dec. 31, 1993, First Bank System adopted Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which requires that investments in debt and equity securities be classified into one of three categories, trading, held-to-maturity, or available-for-sale.  At year-end 1993, the entire investment portfolio was classified as available for sale, which requires that the securities be accounted for at their current market value with unrealized holding gains or losses reported as a component of shareholders' equity.  The related after-tax unrealized gain included in shareholders' equity at Dec. 31, 1993 was $34 million; the adoption of SFAS 115 had no effect on 1993 earnings.
    Capital ratios at Dec. 31, 1993 reflect the impact of recent share repurchases.  At year-end 1993, the common-equity-to-assets ratio was 7.5 percent, slightly below the ratio of 7.7 percent at the end of third quarter, but above the bank peer group average of 7.3 percent at Sept. 30, 1993, as well as the Company's ratio of 7.3 percent at Dec. 31, 1992.  Shareholders' equity-to-assets at Dec. 31, 1993 was 8.5 percent, compared with 8.8 percent at the end of third quarter, 8.7 percent at the end of 1992 and a peer group average of 7.9 percent at Sept. 30, 1993.
    CAPITAL POSITION
    (Percent)                 Dec 31  Sep 30   Jun 30     Mar 31  Dec 31
                               1993     1993     1993      1993    1992
    Common equity to assets     7.5      7.7      7.6       7.7     7.3
    Tangible common equity
     to assets                  6.9      7.1      7.0       7.1     6.7
    Total shareholders' equity
     to assets                  8.5      8.8      9.1       9.2     8.7
    Tier 1 capital ratio        9.2      9.5      9.5       9.8     9.5
    Total capital ratio        13.3     13.9     13.0      12.9    12.6
    Leverage ratio              7.6      8.0      8.1       8.2     7.8
    During 1993, First Bank System announced plans to repurchase up to $275 million of its common stock, including all of the approximately 6.5 million shares to be issued in the acquisition of Boulevard Bancorp. At Dec. 31, 1993, $187.1 million in common stock had been repurchased.
    In Sept. of 1993, First Bank System announced intentions to repurchase $125 million of its preferred stock.  During the fourth quarter of 1993, the entire $100 million outstanding amount of the Adjustable Rate Cumulative Preferred Stock, Series 1983A, was redeemed and an additional $15.2 million of Preferred Stock Series 1991A and 1989B was repurchased.  The remaining $9.8 million of preferred stock may be repurchased from time to time.
    First Bank System is a regional bank holding company headquartered in Minneapolis.  The Company provides complete financial services to individuals and institutions through 9 banks and other financial companies with more than 200 offices, primarily in Minnesota, Colorado, Montana, North Dakota, South Dakota and Wisconsin.
                      CONSOLIDATED STATEMENT OF INCOME
                    (In Millions, except per-share data)
                                (Unaudited)
                                           Year ended
                                      12/31/93      12/31/92
    INTEREST INCOME
     Loans                            $1,398.6      $1,418.8
     Investment securities:
      Taxable                            218.2         186.4
      Exempt from federal income
       taxes                              14.6          12.0
     Trading account                       4.6           6.4
     Federal funds sold and resale
      agreements                          23.7          46.2
     Deposits with banks                   2.1          11.5
     Total interest income             1,661.8       1,681.3
    INTEREST EXPENSE
     Deposits                            423.7         568.7
     Federal funds purchased and
      repurchase agreements               31.8          37.1
     Other short-term funds
      borrowed                            19.0          14.3
     Long-term debt                       54.4          66.1
     Total interest expense              528.9         686.2
    Net interest income                1,132.9         995.1
    Provision for credit losses (in
     fourth quarter 1992, includes
     $13.6 merger-related)               125.2         183.4
    Net interest income after
     provision for credit losses       1,007.7         811.7
    NONINTEREST INCOME
     Trust fees                          146.1         127.8
     Service charges on deposit
      accounts                           115.3         108.4
     Credit card fees                    137.1         116.9
     Insurance commissions                20.9          27.3
     Trading account profits and
      commissions                         10.1          10.5
     Investment securities gains           0.3           1.9
     Other                               139.8         142.9
      Total noninterest income           569.6         535.7
    NONINTEREST EXPENSE
     Salaries                            389.1         388.7
     Employee benefits                    86.3          85.5
     Net occupancy                        93.4          87.9
     Furniture and equipment              72.7          67.2
     FDIC insurance                       46.4          42.2
     Professional services                36.7          38.7
     Other real estate (in fourth quarter
      1992, includes $26.4 merger-related) 2.2          41.2
     Data processing                      27.0          28.3
     Other personnel costs                27.5          20.2
     Amortization of goodwill and other
      intangible assets                   30.6          25.2
     Merger, integration and
      restructuring                       72.2          84.0
     Other                               216.4         205.2
      Total noninterest expense        1,100.5       1,114.3
    Income (loss) before income taxes
     and cumulative effect of changes
     in accounting principles            476.8         233.1
    Applicable income taxes (credit)     178.8          78.6
    Income (loss) before cumulative
     effect of changes in accounting
     principles                          298.0         154.5
    Cumulative effect of changes in
     accounting principles                  --         157.3
    Net income (loss)                   $298.0        $311.8
    Net income (loss) applicable to
     common equity                      $270.2        $281.6
    EARNINGS (LOSS) PER COMMON SHARE:
    Primary average common and common
     equivalent shares             113,075,429   105,361,022
    Primary income (loss) before
     cumulative effect of changes
     in accounting principles            $2.39         $1.18
    Cumulative effect of changes in
     accounting principles                  --          1.49
    Primary net income (loss)            $2.39         $2.67
    Fully diluted average common and
     common equivalent shares      116,794,358   109,671,248
    Fully diluted income (loss)
     before cumulative effect of changes
     in accounting principles            $2.38         $1.21
    Cumulative effect of changes
     in accounting principles               --          1.43
    Fully diluted net income (loss)      $2.38         $2.64
                                        Three months ended
                              12/31/93 9/30/93 6/30/93 3/31/93 12/31/92
    INTEREST INCOME
     Loans                      $352.6  $353.9  $348.6  $343.5   $342.0
     Investment securities:
      Taxable                     46.9    52.9    58.4    60.0     48.7
      Exempt from federal income
       taxes                       4.7     3.2     3.3     3.4      2.2
     Trading account               1.1     1.3     1.2     1.0      1.2
     Federal funds sold and resale
      agreements                   5.7     3.5     5.9     8.6     10.5
     Deposits with banks            --     0.1      --     2.0      2.8
     Total interest income       411.0   414.9   417.4   418.5    407.4
    INTEREST EXPENSE
     Deposits                     94.0   102.1   107.0   120.6    116.2
     Federal funds purchased and
      repurchase agreements        7.6     9.0     7.5     7.7     12.3
     Other short-term funds
      borrowed                     4.9     5.1     5.1     3.9      5.1
     Long-term debt               14.9    13.4    13.0    13.1     14.9
     Total interest expense      121.4   129.6   132.6   145.3    148.5
    Net interest income          289.6   285.3   284.8   273.2    258.9
    Provision for credit losses
     (in fourth quarter 1992, includes
     $13.6 merger-related)        27.0    27.0    33.1    38.1     52.9
    Net interest incomes after
     provision for credit losses 262.6   258.3   251.7   235.1    206.0
    NONINTEREST INCOME
     Trust fees                   37.5    36.6    36.5    35.5     32.2
     Service charges on deposit
      accounts                    28.4    28.6    28.0    30.3     27.6
     Credit card fees             37.5    36.6    34.5    28.5     31.9
     Insurance commissions         5.3     5.8     4.5     5.3      6.6
     Trading account profits and
      commissions                  2.2     2.4     2.9     2.6      2.6
     Investment securities gains    --      --      --     0.3      0.1
     Other                        35.0    32.0    34.1    38.7     36.1
      Total noninterest income   145.9   142.0   140.5   141.2    137.1
    NONINTEREST EXPENSE
     Salaries                     95.0    97.3    97.3    99.5    101.6
     Employee benefits            19.6    20.0    21.9    24.8     20.1
     Net occupancy                22.8    22.8    23.2    24.6     21.8
     Furniture and equipment      19.2    17.8    18.5    17.2     17.5
     FDIC insurance               11.5    11.4    11.7    11.8     10.4
     Professional services        10.7     9.1     8.6     8.3     10.5
     Other real estate (in fourth
      quarter 1992, includes $26.4
      merger-related)             (0.1)    2.2     0.9    (0.8)    27.3
     Data processing               4.7     5.8     8.4     8.1      6.5
     Other personnel costs         8.5     7.2     6.6     5.2      5.6
     Amortization of goodwill and
      other intangible assets      7.7     7.7     7.7     7.5      6.0
     Merger, integration and
      restructuring                 --      --    72.2      --     84.0
     Other                        55.7    54.4    55.0    51.3     57.7
      Total noninterest expense  255.3   255.7   332.0   257.5    369.0
    Income (loss) before income taxes
     and cumulative effect of changes
     in accounting principles    153.2   144.6    60.2   118.8    (25.9)
    Applicable income
     taxes (credit)               57.3    53.5    26.7    41.3     (8.8)
    Income (loss) before cumulative
     effect of changes in accounting
     principles                   95.9    91.1    33.5    77.5    (17.1)
    Cumulative effect of changes in
     accounting principles          --      --      --      --       --
    Net income (loss)            $95.9   $91.1   $33.5   $77.5   $(17.1)
    Net income (loss) applicable to
     common equity               $90.4   $83.7   $26.1   $70.0   $(24.5)
    EARNINGS (LOSS) PER COMMON SHARE:
    Primary average common and common
     equivalent shares        111,278,886    113,392,157     106,169,880
                                       113,721,471     113,982,746
    Primary income (loss) before
     cumulative effect of changes
     in accounting principles     $.81    $.74    $.23    $.61    $(.23)
    Cumulative effect of changes in
     accounting principles          --      --      --      --       --
    Primary net income (loss)     $.81    $.74    $.23    $.61    $(.23)
    Fully diluted average common and
     common equivalent shares 114,983,271      113,471,564   106,810,042
                                      117,818,585      118,084,155
    Fully diluted income (loss)
     before cumulative effect of changes
     in accounting principles     $.80    $.73    $.23    $.61    $(.23)
    Cumulative effect of changes
     in accounting principles       --      --      --      --       --
    Fully diluted net
     income (loss)                $.80    $.73    $.23    $.61    $(.23)
                  FIRST BANK SYSTEM, INC. AND SUBSIDIARIES
                CONSOLIDATED QUARTERLY AVERAGE BALANCE SHEET
                          (In millions, unaudited)
                           12/31/93  9/30/93  6/30/93  3/31/93 12/31/92
    ASSETS
    Investment securities:
     U.S. Treasury           $1,664   $1,754   $1,849   $1,820   $1,689
     State & political
      subdivisions              170      179      186      186      146
     Mortgage-backed securities,
      U.S. agencies & other   1,686    1,829    1,980    1,953    1,363
     Total investment
      securities              3,520    3,762    4,015    3,959    3,198
    Securities held for sale     47      176      243      164       24
    Trading account securities  125      139      108       97      106
    Deposits with banks          --        1       --      229      300
    Federal funds sold and resale
     agreements                 759      444      797    1,133    1,400
    Loans:
     Commercial               5,874    5,611    5,600    5,516    5,285
     Financial institutions   2,131    1,893    1,191      906    1,166
     Agricultural               157      223      200      212      190
     Real estate:
      Commercial mortgage     1,501    1,495    1,535    1,509    1,505
      Construction              205      199      199      224      224
     Consumer:
      Residential             3,710    3,538    3,445    3,231    2,957
      Credit card             1,707    1,763    1,727    1,738    1,726
      Other                   3,343    3,261    3,157    3,103    3,062
     Lease financing            191      205      238      246      194
      Total loans:           18,819   18,188   17,292   16,685   16,309
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Date:Jan 13, 1994
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