10-Q 1 c04508e10vq.htm FORM 10-Q e10vq
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from (not applicable)
Commission file number 1-6880
U.S. BANCORP
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  41-0255900
(I.R.S. Employer
Identification Number)
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
651-466-3000
(Registrant’s telephone number, including area code)
(not applicable)
(Former name, former address and former fiscal year,
if changed since last report)
 
          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
YES   X   NO        
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer   X   Accelerated filer          Non-accelerated filer        
          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES         NO   X  
          Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
     
Class
Common Stock, $.01 Par Value
  Outstanding as of April 30, 2006
1,779,884,597 shares
 
 


 

Table of Contents and Form 10-Q Cross Reference Index
       
   
   
 
a)  Overview
  3
    3
    4
    7
    24
    25
   
 
a)  Overview
  9
    9
    16
    16
    16
    18
    19
    20
  20
  26
   
  41
  41
  41
  42
  43
 Restated Certificate of Incorporation
 Computation of Ratio of Earnings to Fixed Charges
 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.
     This Form 10-Q contains forward-looking statements about U.S. Bancorp. 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 plans and prospects of U.S. Bancorp. Forward-looking statements involve inherent risks and uncertainties, and many factors could cause actual results to differ materially from those anticipated, including changes in general business and economic conditions, changes in interest rates, legal and regulatory developments, increased competition from both banks and non-banks, changes in customer behavior and preferences, effects of mergers and acquisitions and related integration, and effects of critical accounting policies and judgments. Refer to the sections entitled “Risk Factors” and “Corporate Risk Profile” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, which you should read carefully, for further discussion of these and other risks.
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Table 1 Selected Financial Data

                           
    Three Months Ended
    March 31,
     
            Percent
(Dollars and Shares in Millions, Except Per Share Data)   2006   2005   Change
 
Condensed Income Statement
                       
Net interest income (taxable-equivalent basis) (a)
    $1,725       $1,751       (1.5 )%
Noninterest income
    1,614       1,441       12.0  
Securities losses, net
          (59 )     *  
           
 
Total net revenue
    3,339       3,133       6.6  
Noninterest expense
    1,500       1,331       12.7  
Provision for credit losses
    115       172       (33.1 )
           
 
Income before taxes
    1,724       1,630       5.8  
Taxable-equivalent adjustment
    10       7       42.9  
Applicable income taxes
    561       552       1.6  
           
 
Net income
    $1,153       $1,071       7.7  
           
Per Common Share
                       
Earnings per share
    $.64       $.58       10.3 %
Diluted earnings per share
    .63       .57       10.5  
Dividends declared per share
    .33       .30       10.0  
Book value per share
    10.80       10.43       3.5  
Market value per share
    30.50       28.82       5.8  
Average common shares outstanding
    1,801       1,852       (2.8 )
Average diluted common shares outstanding
    1,826       1,880       (2.9 )
Financial Ratios
                       
Return on average assets
    2.23 %     2.21 %        
Return on average common equity
    23.3       21.9          
Net interest margin (taxable-equivalent basis)
    3.80       4.08          
Efficiency ratio (b)
    44.9       41.7          
Average Balances
                       
Loans
    $139,379       $127,654       9.2 %
Loans held for sale
    1,669       1,429       16.8  
Investment securities
    39,680       42,813       (7.3 )
Earning assets
    183,101       173,294       5.7  
Assets
    210,025       196,935       6.6  
Noninterest-bearing deposits
    28,837       28,417       1.5  
Deposits
    120,163       119,423       .6  
Short-term borrowings
    24,356       15,606       56.1  
Long-term debt
    38,229       35,440       7.9  
Shareholders’ equity
    20,148       19,803       1.7  
           
   
March  31,
2006
  December  31,
2005
       
           
Period End Balances
                       
Loans
    $138,782       $137,806       .7 %
Allowance for credit losses
    2,251       2,251        
Investment securities
    39,396       39,768       (.9 )
Assets
    209,907       209,465       .2  
Deposits
    121,744       124,709       (2.4 )
Long-term debt
    39,327       37,069       6.1  
Shareholders’ equity
    20,256       20,086       .8  
Regulatory capital ratios
                       
 
Tier 1 capital
    8.9 %     8.2 %        
 
Total risk-based capital
    13.1       12.5          
 
Leverage
    8.2       7.6          
 
Tangible common equity
    5.4       5.9          
 
* Not meaningful.
(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding securities losses, net.
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Management’s Discussion and Analysis
OVERVIEW
Earnings Summary U.S. Bancorp and its subsidiaries (the “Company”) reported net income of $1,153 million for the first quarter of 2006 or $.63 per diluted share, compared with $1,071 million, or $.57 per diluted share for the first quarter of 2005. Return on average assets and return on average common equity were 2.23 percent and 23.3 percent, respectively, for the first quarter of 2006, compared with returns of 2.21 percent and 21.9 percent, respectively, for the first quarter of 2005. The Company’s results for the first quarter of 2006 improved over the first quarter of 2005, as net income rose by $82 million (7.7 percent), primarily due to growth in a majority of fee-based products and lower provision for credit losses due to strong credit quality and the near-term favorable impact of bankruptcy legislation enacted in the fourth quarter of 2005. During the first quarter, the Company adopted certain changes in accounting related to mortgage banking and stock-based compensation that impacted individual revenue and expense categories. Refer to “Recent Accounting Changes” below for further discussion.
     Total net revenue, on a taxable-equivalent basis, for the first quarter of 2006, was $206 million (6.6 percent) higher than the first quarter of 2005, primarily reflecting a 16.8 percent increase in noninterest income, partially offset by a 1.5 percent decline in net interest income reflecting the impact of rising interest rates during the past several quarters. Noninterest income included 12.0 percent growth in fee-based revenue across the majority of fee categories driven by organic growth, expansion in trust and payment processing businesses and trading income related to certain derivatives, partially offset by the impact on mortgage banking revenue of adopting a change in accounting methods for mortgage servicing rights (“MSRs”). In addition to fee-based revenue growth, there was a favorable change in noninterest income due to the recognition of $59 million in securities losses realized in the first quarter of 2005.
     Total noninterest expense in the first quarter of 2006 was $169 million (12.7 percent) higher than the first quarter of 2005, primarily reflecting investments in distribution and technology, operating and business integration costs associated with recently acquired trust and payment processing businesses, increased pension costs and the impact of increased investments in tax-advantaged projects from a year ago.
     The provision for credit losses for the first quarter of 2006 decreased $57 million (33.1 percent), compared with the first quarter of 2005. The decrease in the provision for credit losses year-over-year primarily reflected stronger credit quality and the near-term favorable impact of changes in bankruptcy law in the fourth quarter of 2005. Net charge-offs in the first quarter of 2006 were $115 million, compared with $172 million in the first quarter of 2005. The decline in losses from a year ago was principally due to the impact of bankruptcy legislation that went into effect during the fourth quarter of 2005. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.
RECENT ACCOUNTING CHANGES
Mortgage Servicing Rights In March 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 156 (“SFAS 156”), “Accounting for Servicing of Financial Assets”, allowing companies to elect to account for some or all servicing assets utilizing the fair value method. Under its transition rules, SFAS 156 is effective as of the beginning of any fiscal year after September 15, 2006, with early adoption permitted as of January 1, 2006. The Company elected to adopt SFAS 156 specifically for its residential MSRs resulting in a reduction in mortgage banking revenue, relative to the prior method of accounting for MSRs, of approximately $64 million. This revenue reduction consisted of several components including losses on principal-only securities reclassified as trading securities, a hedging/ MSR valuation mismatch due to the timing of the issuance of SFAS 156 and the effect of repayments on the valuation of MSRs that was previously recognized in noninterest expense as part of intangibles amortization. This impact to mortgage banking revenue was offset somewhat by changes in noninterest expense resulting in a favorable net effect of $24 million from eliminating residential MSR amortization and reparation under the new standard.
Stock-Based Compensation In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123R”), “Share-Based Payment”, a revision of Statement of Financial
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Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” SFAS 123R requires companies to measure the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award. In 2003, the Company retroactively adopted the fair value method of accounting for stock awards under SFAS 123. As such, the impact of expensing stock-based compensation is substantially incorporated into the Company’s financial results. During the first quarter of 2006, the Company implemented SFAS 123R resulting in $13 million of incremental stock-based compensation expense due to certain provisions that require immediate recognition of the value of stock awards to employees that meet retirement status, despite their continued active employment. Upon adoption, the Company also changed its method of expensing all new awards from an accelerated to a straight-line attribution method. Because of the timing of granting stock awards, the impact of this change was not significant to first quarter results. However, this methodology change for expensing stock awards is expected to reduce expenses in 2006 by approximately $33 million ($20 million after tax).
     Note 2 of the Notes to Consolidated Financial Statements discusses accounting standards recently adopted and the impact of the changes in these accounting standards.
STATEMENT OF INCOME ANALYSIS
Net Interest Income Net interest income, on a taxable-equivalent basis, was $1,725 million in the first quarter of 2006, compared with $1,751 million in the first quarter of 2005. Average earning assets increased $9.8 billion (5.7 percent) in the first quarter of 2006, compared with the first quarter of 2005. The increase in average earning assets was primarily driven by growth in residential mortgages, commercial loans, retail loans and commercial real estate loans, partially offset by a decrease in investment securities. The positive impact to net interest income from the growth in earning assets was more than offset by a lower net interest margin which declined to 3.80 percent in the first quarter of 2006, compared with 4.08 percent for the first quarter of 2005. The decline in the net interest margin reflected the competitive lending environment during 2005, asset/liability management decisions and the impact of changes in the yield curve from a year ago. Since the first quarter of 2005, credit spreads have tightened by approximately 20 basis points across most lending products due to competitive pricing and a change in mix due to growth in lower-spread, fixed-rate credit products. The net interest margin also declined due to funding incremental asset growth with higher cost wholesale funding, share repurchases and asset/liability decisions designed to reduce the Company’s interest rate sensitivity position, including a 46.5 percent reduction in the net receive-fixed swap position since March 31, 2005. An increase in the margin benefit from net free funds and loan fees partially offset these factors. Refer to the “Consolidated Daily Average Balance Sheet and Related Yields and Rates” table for further information on net interest income.
     Average loans for the first quarter of 2006 were $11.7 billion (9.2 percent) higher than the first quarter of 2005, driven by growth in residential mortgages of $5.2 billion (32.6 percent), commercial loans of $2.9 billion (7.1 percent) and retail loans of $2.5 billion (5.8 percent). Commercial real estate loans for the first quarter of 2006 also increased $1.1 billion (4.0 percent), relative to the first quarter of 2005. During the first quarter of 2006, the Company began selling an increased proportion of its residential mortgage loan production and anticipates that balances will remain stable or slightly decline in future periods.
     Average investment securities in the first quarter of 2006 were $3.1 billion (7.3 percent) lower than the first quarter of 2005. The decline in the investment securities portfolio from a year ago principally reflected prepayments, maturities and asset/liability risk management decisions to reduce the Company’s rate sensitivity position given the changing interest rate environment and mix of loan growth. Additionally, the Company reclassified approximately $460 million of principal-only securities to its trading account effective January 1, 2006, in connection with the adoption of SFAS 156. During the first quarter of 2006, the Company maintained a mix of approximately 41 percent variable-rate securities.
     Average noninterest-bearing deposits for the first quarter of 2006 increased $420 million (1.5 percent), compared with the first quarter of 2005, primarily reflecting growth in business demand account balances within most lines of business.
     Average total savings products declined year-over-year by $3.2 billion (5.3 percent) in the first quarter of 2006, compared with the first quarter of 2005, due to reductions in average money market savings and other savings account balances. Average money market savings balances declined year-over-year by $2.9 billion (9.5 percent) primarily due to a decline in balances within the branches. This decrease was partially offset by increases in broker dealer, corporate trust and government banking balances. The overall decrease in average money market savings balances year-over-year
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was primarily the result of the Company’s deposit pricing decisions for money market products in relation to other fixed-rate deposit products offered. A portion of branch-based money market savings accounts have migrated to fixed-rate time certificates, while larger customer money market savings accounts have migrated to time deposits greater than $100,000 as rates increased on the time deposit products.
     Average time certificates of deposit less than $100,000 were higher by $527 million (4.1 percent) in the first quarter of 2006, compared with the first quarter of 2005. Average time deposits greater than $100,000 grew $3.0 billion (15.9 percent) in the first quarter of 2006, compared with the same period of 2005. This growth was broad-based across most business lines including: government banking, commercial and branch banking, private client and corporate trust, as customers migrated balances to higher rate deposits.
Provision for Credit Losses The provision for credit losses for the first quarter of 2006 decreased $57 million (33.1 percent), compared with the first quarter of 2005. The decrease in the provision for credit losses year-over-year primarily reflected stronger credit quality and the near-term favorable impact of changes in bankruptcy law in the fourth quarter of 2005. Net charge-offs in the first quarter of 2006 were $115 million, compared with $172 million in the first quarter of 2005. The decline in losses from a year ago was principally due to the impact of bankruptcy legislation that went into effect during the fourth quarter of 2005. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.
Noninterest Income Noninterest income in the first quarter of 2006 was $1,614 million, compared with $1,382 million in the first quarter of 2005. The $232 million (16.8 percent) increase in the first quarter of 2006 over the first quarter of 2005, was driven by favorable variances in the majority of fee income categories and a favorable variance of $59 million related to net securities losses recorded in the prior year. Also, included in noninterest income is the impact of certain accounting matters including changes related to derivatives offset by a reduction in mortgage banking revenue related to the adoption of SFAS 156.
     The growth in credit and debit card revenue was primarily driven by higher transaction volumes from a year ago. The corporate payment products revenue growth reflected growth in sales volumes and card usage, and the acquisition of an aviation card business in the first quarter of 2005. ATM processing services revenue was higher due to the acquisition of an ATM business in May of 2005. Merchant processing services revenue growth reflects an increase in sales volume driven by new business growth and acquisitions and increased equipment sales. Trust and investment management fees increased year-over-year, primarily due to improved equity market conditions, account growth and the acquisition of the corporate and institutional trust business of Wachovia Corporation in the fourth quarter of 2005. Deposit service charges were higher year-over-year due to strong growth in transaction-related fees and customer account growth.
Table 2 Noninterest Income
                           
    Three Months Ended
    March 31,
     
        Percent
(Dollars in Millions)   2006   2005   Change
 
Credit and debit card revenue
  $182     $154       18.2 %
Corporate payment products revenue
    127       107       18.7  
ATM processing services
    59       47       25.5  
Merchant processing services
    213       178       19.7  
Trust and investment management fees
    297       247       20.2  
Deposit service charges
    232       210       10.5  
Treasury management fees
    107       107        
Commercial products revenue
    104       96       8.3  
Mortgage banking revenue
    24       102       (76.5 )
Investment products fees and commissions
    38       39       (2.6 )
Securities losses, net
          (59 )     *  
Other
    231       154       50.0  
     
 
Total noninterest income
  $1,614     $1,382       16.8 %
 
 * Not meaningful
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     Other income was higher in the first quarter of 2006, primarily due to trading gains on interest rate swap derivatives, end-of-term retail lease residual value improvement, higher student loan sales gains and the receipt of a favorable settlement within the merchant processing business. In light of recent interpretations with respect to the application of accounting rules related to derivatives, the Company conducted a review during the first quarter of 2006 of all its derivatives utilized for hedging purposes. As a result of this review, the Company identified certain interest rate swaps designated as cash flow hedges that either did not have adequate documentation at the date of hedge inception or inappropriately utilized the “short-cut” method under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. As such, the Company determined that changes in the market value of these derivatives, since their inception, should have been recorded as trading income despite the fact that these swaps were economically effective. The annual impact to net income of these errors for the years ended December 31, 2005, 2004 and 2003, was .4 percent, .8 percent and .8 percent, respectively. The Company evaluated the impact of these hedge accounting practices on its financial statements for all quarterly and annual periods during the three years ended December 31, 2005, and concluded that the impact of these errors was not material to each of these financial statements. However, the Company determined that it was appropriate to correct the accounting practices and record the cumulative impact of these errors during the first quarter of 2006, resulting in a $44 million trading gain in other noninterest income. Of this amount, approximately $14 million was related to changes in fair value since January 1, 2006. Management has concluded that the cumulative effect was also not material to the financial results of the Company for the interim period ended March 31, 2006.
     Favorable changes in fee-based revenue were offset by a decline in investment products fees and commissions and mortgage banking revenue. The decline in mortgage banking revenue was principally driven by the adoption of the fair value method of accounting for MSRs ($64 million) and lower gains from sales of residential mortgage loan production.
Noninterest Expense Noninterest expense was $1,500 million in the first quarter of 2006, an increase of $169 million (12.7 percent) from the first quarter of 2005. The increase in expense in the first quarter of 2006, compared with the first quarter of 2005, reflected the impact of business acquisitions and related integration costs and the adoption of the new accounting standards. Compensation expense was higher year-over-year in the first quarter of 2006, principally due to business expansion, including the Company’s payment processing businesses, the acquisition of Wachovia Corporation’s corporate and institutional trust business and other growth initiatives, as well as incremental expense related to the immediate expense recognition of the value of stock awards granted to retiree-eligible employees. Employee benefits increased year-over-year primarily as a result of higher pension costs, payroll taxes and employer-related benefit costs. Net occupancy and equipment expense increased in the first quarter of 2006 from the same quarter of 2005 primarily due to business expansion. Technology and communications expense rose due to increased software expense and higher outside data processing expense principally associated with the expansion in the trust business and implementing a prepaid gift card program in late 2005. Intangible expense increased
Table 3 Noninterest Expense
                           
    Three Months Ended
    March 31,
     
        Percent
(Dollars in Millions)   2006   2005   Change
 
Compensation
  $633     $567       11.6 %
Employee benefits
    133       116       14.7  
Net occupancy and equipment
    165       154       7.1  
Professional services
    35       36       (2.8 )
Marketing and business development
    40       43       (7.0 )
Technology and communications
    117       106       10.4  
Postage, printing and supplies
    66       63       4.8  
Other intangibles
    85       71       19.7  
Other
    226       175       29.1  
     
 
Total noninterest expense
  $1,500     $1,331       12.7 %
     
Efficiency ratio (a)
    44.9 %     41.7 %        
 
(a) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding securities losses, net.
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year-over-year primarily due to acquisitions within the payment processing and trust businesses. In connection with adopting SFAS 156, the impact of eliminating amortization of MSRs was more than offset by MSR reparation of $54 million recognized in the first quarter of 2005. Other expense increased in the first quarter of 2006 from the same quarter of 2005, primarily due to the increased investments in tax-advantaged projects relative to a year ago, increased fraud losses and business integration costs.
Income Tax Expense The provision for income taxes was $561 million (an effective rate of 32.7 percent) for the first quarter of 2006, compared with $552 million (an effective rate of 34.0 percent) for the first quarter of 2005. The decline in the effective rate from the first quarter of 2005 was primarily due to higher tax exempt income and tax credit investments. For further information on income taxes, refer to Note 10 of the Notes to Consolidated Financial Statements.
BALANCE SHEET ANALYSIS
Loans The Company’s total loan portfolio was $138.8 billion at March 31, 2006, compared with $137.8 billion at December 31, 2005, an increase of $1.0 billion (.7 percent). The increase in total loans was driven by growth in commercial loans and commercial real estate loans, partially offset by decreases in retail loans and residential mortgages. The $.9 billion (2.1 percent) increase in commercial loans was primarily driven by new customer relationships, utilization under lines of credit, growth in commercial leasing and corporate payment card balances.
     Commercial real estate loans were $28.8 billion at March 31, 2006, an increase of $.3 billion (1.1 percent) compared with December 31, 2005. The increase was driven by growth in both commercial mortgages and construction loans principally within the Company’s large corporate and middle market sectors.
     Residential mortgages held in the loan portfolio were $20.7 billion at both March 31, 2006, and December 31, 2005. During the first quarter of 2006, the Company began selling an increased proportion of its residential mortgage loan production and anticipates that balances will remain stable or decline slightly during the next several quarters.
     Total retail loans outstanding, which include credit card, retail leasing, home equity and second mortgages and other retail loans, decreased $.2 billion (.4 percent) at March 31, 2006, compared with December 31, 2005. The decrease was primarily driven by declines in home equity lines and retail leasing, seasonal credit card activity and student loan sales, partially offset by increases in installment and home equity loans.
Investment Securities Investment securities, both available-for-sale and held-to-maturity, totaled $39.4 billion at March 31, 2006, compared with $39.8 billion at December 31, 2005, reflecting purchases of $1.9 billion of securities, more than offset by maturities and prepayments and the reclassification of $.5 billion of principal-only securities to the trading account effective January 1, 2006, in connection with the adoption of SFAS 156. As of March 31, 2006, and December 31, 2005, approximately 41 percent of the investment securities portfolio represented adjustable-rate financial instruments. Adjustable-rate financial instruments include variable-rate collateralized mortgage obligations, mortgage-backed securities, agency securities, adjustable-rate money market accounts and asset-backed securities.
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Table 4 Investment Securities

                                                                     
    Available-for-Sale   Held-to-Maturity
     
        Weighted-       Weighted-    
        Average   Weighted-       Average   Weighted-
    Amortized   Fair   Maturity in   Average   Amortized   Fair   Maturity in   Average
March 31, 2006 (Dollars in Millions)   Cost   Value   Years   Yield (d)   Cost   Value   Years   Yield (d)
 
U.S. Treasury and agencies
                                                               
 
Maturing in one year or less
    $98       $98       .5       4.62 %     $—       $—             %
 
Maturing after one year through five years
    39       39       2.5       6.17                          
 
Maturing after five years through ten years
    15       15       6.9       6.63                          
 
Maturing after ten years
    338       328       14.4       5.97                          
     
   
Total
    $490       $480       10.4       5.73 %     $—       $—             %
     
Mortgage-backed securities (a)
                                                               
 
Maturing in one year or less
    $300       $301       .7       5.61 %     $—       $—             %
 
Maturing after one year through five years
    18,985       18,362       3.7       4.61       8       8       3.0       5.08  
 
Maturing after five years through ten years
    13,012       12,510       7.3       5.08                          
 
Maturing after ten years
    4,785       4,794       13.9       6.06                          
     
   
Total
    $37,082       $35,967       6.2       4.97 %     $8       $8       3.0       5.08 %
     
Asset-backed securities (a)
                                                               
 
Maturing in one year or less
    $9       $9       .7       5.32 %     $—       $—             %
 
Maturing after one year through five years
                                               
 
Maturing after five years through ten years
                                               
 
Maturing after ten years
                                               
     
   
Total
    $9       $9       .7       5.32       $—       $—             %
     
Obligations of state and political subdivisions (b)
                                                               
 
Maturing in one year or less
    $58       $58       .4       7.27 %     $12       $12       .1       5.80 %
 
Maturing after one year through five years
    45       46       2.4       7.25       21       21       3.2       6.06  
 
Maturing after five years through ten years
    1,166       1,160       9.3       6.67       14       16       7.8       7.18  
 
Maturing after ten years
    512       503       14.6       6.42       39       40       16.0       6.08  
     
   
Total
    $1,781       $1,767       10.4       6.63 %     $86       $89       9.4       6.22 %
     
Other debt securities
                                                               
 
Maturing in one year or less
    $348       $348       .1       4.03 %     $4       $4       .4       6.18 %
 
Maturing after one year through five years
    20       20       1.4       4.06       11       11       3.2       5.61  
 
Maturing after five years through ten years
    15       15       10.0       5.74       1       1       6.0       5.15  
 
Maturing after ten years
    627       626       21.4       5.59                          
     
   
Total
    $1,010       $1,009       13.5       5.02 %     $16       $16       2.7       5.74 %
     
Other investments
    $52       $54             %     $—       $—             %
     
Total investment securities (c)
    $40,424       $39,286       6.7       5.06 %     $110       $113       8.0       6.07 %
 
(a) Information related to asset and mortgage-backed securities included above is presented based upon weighted-average maturities anticipating future prepayments.
(b) Information related to obligations of state and political subdivisions is presented based upon yield to first optional call date if the security is purchased at a premium, yield to maturity if purchased at par or a discount.
(c) The weighted-average maturity of the available for sale investment securities was 6.1 years at December 31, 2005, with a corresponding weighted-average yield of 4.89 percent. The weighted-average maturity of the held-to-maturity investment securities was 7.2 years at December 31, 2005, with a corresponding weighted-average yield of 6.44 percent.
(d) Average yields are presented on a fully-taxable equivalent basis under a tax rate of 35 percent. Yields on available-for-sale and held-to-maturity securities are computed based on historical cost balances. Average yield and maturity calculations exclude equity securities that have no stated yield or maturity.
                                   
         March 31, 2006          December 31, 2005
     
    Amortized   Percent   Amortized   Percent
(Dollars in Millions)   Cost   of Total   Cost   of Total
 
U.S. Treasury and agencies
    $490       1.2 %     $496       1.2 %
Mortgage-backed securities
    37,090       91.5       38,169       94.4  
Asset-backed securities
    9             12       .1  
Obligations of state and political subdivisions
    1,867       4.6       724       1.8  
Other debt securities and investments
    1,078       2.7       1,029       2.5  
     
 
Total investment securities
    $40,534       100.0 %     $40,430       100.0 %
 
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Deposits Total deposits were $121.7 billion at March 31, 2006, compared with $124.7 billion at December 31, 2005, a decrease of $3.0 billion (2.4 percent). The decrease in total deposits was primarily the result of decreases in noninterest-bearing deposits and money market savings accounts, partially offset by increases in interest checking and other savings accounts. The $2.8 billion (8.8 percent) decrease in noninterest-bearing deposits was primarily due to seasonality of corporate trust and corporate banking deposits. The $1.2 billion (4.1 percent) decrease in money market savings account balances reflected the Company’s deposit pricing decisions for money market products in relation to other fixed-rate deposit products offered. A portion of branch-based money market savings accounts have migrated to fixed-rate time certificates, while larger customer money market savings accounts have migrated to time deposits greater than $100,000 as rates increased on the time deposit products. Interest checking accounts increased $.5 billion (2.3 percent) due to an increase in trust and custody balances and saving account balances increased $.4 billion (6.9 percent) due to an increase in consumer banking and private banking balances.
Borrowings The Company utilizes both short-term and long-term borrowings to fund growth of earning assets in excess of deposit growth. Short-term borrowings, which include federal funds purchased, commercial paper, securities sold under agreements to repurchase and other short-term borrowings, were $20.7 billion at March 31, 2006, compared with $20.2 billion at December 31, 2005. Short-term funding is managed within approved liquidity policies. The increase of $.5 billion in short-term borrowings reflected wholesale funding associated with the Company’s earning asset growth and asset/ liability management activities. Long-term debt was $39.3 billion at March 31, 2006, compared with $37.1 billion at December 31, 2005, reflecting the issuances of $2.0 billion of bank notes and $1.3 billion of junior subordinated debentures and the addition of $.8 billion of Federal Home Loan Bank (“FHLB”) advances, partially offset by $1.6 billion of medium-term note maturities. Refer to the “Liquidity Risk Management” section for discussion of liquidity management of the Company.
CORPORATE RISK PROFILE
Overview Managing risks is an essential part of successfully operating a financial services company. The most prominent risk exposures are credit, residual, operational, interest rate, market and liquidity risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Residual risk is the potential reduction in the end-of-term value of leased assets or the residual cash flows related to asset securitization and other off-balance sheet structures. Operational risk includes risks related to fraud, legal and compliance risk, processing errors, technology, breaches of internal controls and business continuation and disaster recovery risk. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates. Rate movements can affect the repricing of assets and liabilities differently, as well as their market value. Market risk arises from fluctuations in interest rates, foreign exchange rates, and equity prices that may result in changes in the values of financial instruments, such as trading and available-for-sale securities that are accounted for on a mark-to-market basis. Liquidity risk is the possible inability to fund obligations to depositors, investors or borrowers. In addition, corporate strategic decisions, as well as the risks described above, could give rise to reputation risk. Reputation risk is the risk that negative publicity or press, whether true or not, could result in costly litigation or cause a decline in the Company’s stock value, customer base or revenue.
Credit Risk Management The Company’s strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria, and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit examinations and management reviews of loans experiencing deterioration of credit quality. The credit risk management strategy also includes a credit risk assessment process, independent of business line managers, that performs assessments of compliance with commercial and consumer credit policies, risk ratings, and other critical credit information. The Company strives to identify potential problem loans early, take any necessary charge-offs promptly and maintain adequate reserve levels for probable loan losses inherent in the portfolio.
     In evaluating its credit risk, the Company considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, the level of allowance coverage relative to similar banking institutions and macroeconomic factors. Economic conditions during the first quarter of 2006 have improved from the first quarter of 2005, as reflected in
U.S. Bancorp 9


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strong expansion of the gross domestic product index, lower unemployment rates, favorable trends related to corporate profits and consumer spending for retail goods and services. Current economic conditions are relatively unchanged from December 31, 2005. The Federal Reserve Bank continued increasing short-term interest rates in an effort to prevent an acceleration of inflation and maintain the current rate of economic growth.
     Refer to “Management’s Discussion and Analysis — Credit Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for a more detailed discussion on credit risk management processes.
Loan Delinquencies Trends in delinquency ratios represent an indicator, among other considerations, of credit risk within the Company’s loan portfolios. The entire balance of the account is considered delinquent if the minimum payment contractually required to be made is not received by the specified date on the billing statement. The Company measures delinquencies, both including and excluding nonperforming loans, to enable comparability with other companies. Accruing loans 90 days or more past due totaled $251 million at March 31, 2006, compared with $253 million at December 31, 2005. These loans are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, and/or are in the process of collection and are reasonably expected to result in repayment or restoration to current status. The ratio of delinquent loans to total loans was .18 percent at March 31, 2006, and December 31, 2005.
     To monitor credit risk associated with retail loans, the Company monitors delinquency ratios in the various stages of collection including nonperforming status.
Table 5 Delinquent Loan Ratios as a Percent of Ending Loan Balances
                       
    March 31,   December 31,
90 days or more past due excluding nonperforming loans   2006   2005
 
Commercial
               
 
Commercial
    .05 %     .06 %
 
Lease financing
           
     
   
Total commercial
    .05       .05  
Commercial real estate
               
 
Commercial mortgages
           
 
Construction and development
           
     
   
Total commercial real estate
           
Residential mortgages
    .31       .32  
Retail
               
 
Credit card
    1.45       1.26  
 
Retail leasing
    .03       .04  
 
Other retail
    .20       .22  
     
   
Total retail
    .36       .36  
     
     
Total loans
    .18 %     .18 %
 
                   
    March 31,   December 31,
90 days or more past due including nonperforming loans   2006   2005
 
Commercial
    .64 %     .69 %
Commercial real estate
    .51       .55  
Residential mortgages (a)
    .53       .55  
Retail
    .52       .50  
     
 
Total loans
    .56 %     .58 %
 
(a) Delinquent loan ratios exclude advances made pursuant to servicing agreements to Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Including the guaranteed amounts, the ratio of residential mortgages 90 days or more past due was 3.57 percent at March 31, 2006, and 4.35 percent at December 31, 2005.
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The following table provides summary delinquency information for residential mortgages and retail loans:
                                       
        As a Percent of Ending
    Amount   Loan Balances
     
    March 31,   December 31,   March 31,   December 31,
(Dollars in Millions)   2006   2005   2006   2005
 
Residential mortgages
                               
   
30-89 days
    $ 81       $112       .39 %     .55 %
   
90 days or more
    65       67       .31       .32  
   
Nonperforming
    45       48       .22       .23  
     
     
Total
    $191       $227       .92 %     1.10 %
 
Retail
                               
 
Credit card
                               
   
30-89 days
    $143       $147       2.05 %     2.06 %
   
90 days or more
    101       90       1.45       1.26  
   
Nonperforming
    51       49       .73       .69  
     
     
Total
    $295       $286       4.23 %     4.01 %
 
Retail leasing
                               
   
30-89 days
    $ 27       $ 43       .37 %     .59 %
   
90 days or more
    2       3       .03       .04  
   
Nonperforming
                       
     
     
Total
    $ 29       $ 46       .40 %     .63 %
 
Other retail
                               
   
30-89 days
    $164       $206       .52 %     .66 %
   
90 days or more
    63       70       .20       .22  
   
Nonperforming
    19       17       .06       .06  
     
     
Total
    $246       $293       .78 %     .94 %
 
Nonperforming Assets The level of nonperforming assets represents another indicator of the potential for future credit losses. Nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms, other real estate and other nonperforming assets owned by the Company. Interest payments collected from assets on nonaccrual status are typically applied against the principal balance and not recorded as income. At March 31, 2006, total nonperforming assets were $619 million, compared with $644 million at December 31, 2005. The ratio of total nonperforming assets to total loans and other real estate decreased to .45 percent at March 31, 2006, compared with .47 percent at December 31, 2005.
     Included in nonperforming loans were restructured loans of $67 million at March 31, 2006, compared with $75 million at December 31, 2005. Commitments to lend additional funds under restructured loans were $1 million at March 31, 2006, compared to $9 million at December 31, 2005.
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Table 6 Nonperforming Assets (a)

                       
    March 31,   December 31,
(Dollars in Millions)   2006   2005
 
Commercial
               
 
Commercial
    $219       $231  
 
Lease financing
    41       42  
     
   
Total commercial
    260       273  
Commercial real estate
               
 
Commercial mortgages
    123       134  
 
Construction and development
    23       23  
     
   
Total commercial real estate
    146       157  
Residential mortgages
    45       48  
Retail
               
 
Credit card
    51       49  
 
Retail leasing
           
 
Other retail
    19       17  
     
   
Total retail
    70       66  
     
     
Total nonperforming loans
    521       544  
Other real estate (b)
    71       71  
Other assets
    27       29  
     
     
Total nonperforming assets
    $619       $644  
     
Accruing loans 90 days or more past due
    $251       $253  
Nonperforming loans to total loans
    .38 %     .39 %
Nonperforming assets to total loans plus other real estate (b)
    .45 %     .47 %
 
Changes in Nonperforming Assets
                                 
    Commercial and   Retail and    
    Commercial   Residential    
(Dollars in Millions)   Real Estate   Mortgages (d)   Total
 
Balance December 31, 2005
    $457       $187       $644  
 
Additions to nonperforming assets
                       
   
New nonaccrual loans and foreclosed properties
    71       27       98  
   
Advances on loans
    10             10  
     
     
Total additions
    81       27       108  
 
Reductions in nonperforming assets
                       
   
Paydowns, payoffs
    (57 )     (20 )     (77 )
   
Net sales
                 
   
Return to performing status
    (20 )     (2 )     (22 )
   
Charge-offs (c)
    (29 )     (5 )     (34 )
     
     
Total reductions
    (106 )     (27 )     (133 )
     
       
Net additions to (reductions in) nonperforming assets
    (25 )           (25 )
     
Balance March 31, 2006
    $432       $187       $619  
 
(a) Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.
(b) Excludes $83 million of foreclosed GNMA loans which continue to accrue interest.
(c) Charge-offs exclude actions for certain card products and loan sales that were not classified as nonperforming at the time the charge-off occurred.
(d) Residential mortgage information excludes changes related to residential mortgages serviced by others.
Restructured Loans Accruing Interest On a case-by-case basis, management determines whether an account that experiences financial difficulties should be modified as to its interest rate or repayment terms to maximize the Company’s collection of its balance. Loans restructured at a rate equal to or greater than that of a new loan with comparable risk at the time the contract is modified are excluded from restructured loans once repayment performance, in accordance with the modified agreement, has been demonstrated over several payments cycles. Loans that have interest rates reduced below comparable market rates remain classified as restructured loans; however, interest income is accrued at the reduced rate as long as the customer complies with the revised terms and conditions.
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The following table provides a summary of restructured loans that continue to accrue interest:
                                 
        As a Percent of Ending
    Amount   Loan Balances
     
    March 31,   December 31,   March 31,   December 31,
(Dollars in Millions)   2006   2005   2006   2005
 
Commercial
    $15       $5       .03 %     .01 %
Commercial real estate
    1       1              
Residential mortgages
    64       59       .31       .28  
Credit card
    255       218       3.65       3.05  
Other retail
    36       32       .09       .08  
     
Total
    $371       $315       .27 %     .23 %
 
     Restructured loans that continue to accrue interest were higher at March 31, 2006, compared with December 31, 2005, reflecting the impact of the Company implementing higher minimum balance payment requirements for credit card customers in response to industry guidance issued by the banking regulatory agencies.
Analysis of Loan Net Charge-Offs Total loan net charge-offs were $115 million during the first quarter of 2006, compared with net charge-offs of $172 million, for the first quarter of 2005. The ratio of total loan net charge-offs to average loans in the first quarter of 2006 was .33 percent, compared with .55 percent, for the first quarter of 2005.
     Commercial and commercial real estate loan net charge-offs for the first quarter of 2006 were $14 million (.08 percent of average loans outstanding), compared with $33 million (.20 percent of average loans outstanding) in the first quarter of 2005. The year-over-year improvement in net charge-offs was broad-based across most industries within the commercial loan portfolio. The Company anticipates commercial loan recoveries to decline somewhat over the next several quarters causing commercial loan net charge-offs to stabilize or slightly increase.
     Retail loan net charge-offs for the first quarter of 2006 were $94 million (.83 percent of average loans outstanding), compared with $130 million (1.22 percent of average loans outstanding) for the first quarter of 2005. The decrease in retail loan net charge-offs reflected lower charge-offs in the first quarter of 2006 due to additional charge-offs in the fourth quarter of 2005 related to new bankruptcy legislation. The Company anticipates that bankruptcy charge-offs will return to more normal levels in future quarters.
     The Company’s retail lending business utilizes several distinct business processes and channels to originate retail credit including traditional branch lending, indirect lending and a consumer finance division. Each distinct underwriting and origination activity manages unique credit risk characteristics and prices its loan production commensurate with the differing risk profiles. Within Consumer Banking, U.S. Bank Consumer Finance (“USBCF”) participates in all facets of the Company’s consumer lending activities. USBCF specializes in serving channel-specific and alternative lending markets in residential mortgages,
Table 7 Net Charge-offs as a Percent of Average Loans Outstanding
                       
    Three Months Ended
    March 31,
     
    2006   2005
 
Commercial
               
 
Commercial
    .05 %     .16 %
 
Lease financing
    .56       1.07  
     
   
Total commercial
    .11       .27  
Commercial real estate
               
 
Commercial mortgages
    .04       .08  
 
Construction and development
          .11  
     
   
Total commercial real estate
    .03       .09  
Residential mortgages
    .14       .23  
Retail
               
 
Credit card
    2.62       4.11  
 
Retail leasing
    .22       .45  
 
Home equity and second mortgages
    .33       .46  
 
Other retail
    .78       1.09  
     
   
Total retail
    .83       1.22  
     
     
Total loans
    .33 %     .55 %
 
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home equity and installment loan financing. USBCF manages loans originated through a broker network, correspondent relationships and U.S. Bank branch offices. Generally, loans managed by the Company’s consumer finance division exhibit higher credit risk characteristics, but are priced commensurate with the differing risk profile.
The following table provides an analysis of net charge-offs as a percent of average loans outstanding managed by the consumer finance division, compared with traditional branch related loans:
                                   
    Average Loan   Percent of
    Amount   Average Loans
Three Months Ended March 31  
(Dollars in Millions)   2006   2005   2006   2005
 
Consumer Finance (a)
                             
 
Residential mortgages
    $6,814       $5,121       .42 %     .55 %
 
Home equity and second mortgages
    2,057       2,657       1.38       1.68  
 
Other retail
    403       382       5.03       5.31  
Traditional Branch
                             
 
Residential mortgages
    $14,173       $10,706       %     .08 %
 
Home equity and second mortgages
    12,878       12,187       .16       .20  
 
Other retail
    16,143       14,485       .68       .98  
Total Company
                             
 
Residential mortgages
    $20,987       $15,827       .14 %     .23 %
 
Home equity and second mortgages
    14,935       14,844       .33       .46  
 
Other retail
    16,546       14,867       .78       1.09  
 
(a) Consumer finance category included credit originated and managed by USBCF, as well as home equity and second mortgages with a loan-to-value greater than 100 percent that were originated in the branches.
Analysis and Determination of the Allowance for Credit Losses The allowance for loan losses provides coverage for probable and estimable losses inherent in the Company’s loan and lease portfolio. Management evaluates the allowance each quarter to determine that it is adequate to cover these inherent losses. The evaluation of each element and the overall allowance is based on a continuing assessment of problem loans, recent loss experience and other factors, including regulatory guidance and economic conditions. Because business processes and credit risks associated with unfunded credit commitments are essentially the same as for loans, the Company utilizes similar processes to estimate its liability for unfunded credit commitments, which is included in other liabilities in the Consolidated Balance Sheet. Both the allowance for loan losses and the liability for unfunded credit commitments are included in the Company’s analysis of the allowance for credit losses.
     At March 31, 2006, the allowance for credit losses was $2,251 million (1.62 percent of loans), compared with an allowance of $2,251 million (1.63 percent of loans) at December 31, 2005. The ratio of the allowance for credit losses to nonperforming loans was 432 percent at March 31, 2006, compared with 414 percent at December 31, 2005. The ratio of the allowance for credit losses to annualized loan net charge-offs was 483 percent at March 31, 2006, compared with 329 percent at December 31, 2005.
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Table 8 Summary of Allowance for Credit Losses

                         
    Three Months Ended
    March 31,
     
(Dollars in Millions)   2006   2005
 
Balance at beginning of period
  $2,251     $2,269  
Charge-offs
               
 
Commercial
               
   
Commercial
    28       32  
   
Lease financing
    12       23  
     
     
Total commercial
    40       55  
 
Commercial real estate
               
   
Commercial mortgages
    3       6  
   
Construction and development
          2  
     
     
Total commercial real estate
    3       8  
 
Residential mortgages
    8       10  
 
Retail
               
   
Credit card
    54       73  
   
Retail leasing
    7       11  
   
Home equity and second mortgages
    16       21  
   
Other retail
    47       53  
     
     
Total retail
    124       158  
     
       
Total charge-offs
    175       231  
Recoveries
               
 
Commercial
               
   
Commercial
    23       18  
   
Lease financing
    5       10  
     
     
Total commercial
    28       28  
 
Commercial real estate
               
   
Commercial mortgages
    1       2  
   
Construction and development
           
     
     
Total commercial real estate
    1       2  
 
Residential mortgages
    1       1  
 
Retail
               
   
Credit card
    8       8  
   
Retail leasing
    3       3  
   
Home equity and second mortgages
    4       4  
   
Other retail
    15       13  
     
     
Total retail
    30       28  
     
       
Total recoveries
    60       59  
Net Charge-offs
               
 
Commercial
               
   
Commercial
    5       14  
   
Lease financing
    7       13  
     
     
Total commercial
    12       27  
 
Commercial real estate
               
   
Commercial mortgages
    2       4  
   
Construction and development
          2  
     
     
Total commercial real estate
    2       6  
 
Residential mortgages
    7       9  
 
Retail
               
   
Credit card
    46       65  
   
Retail leasing
    4       8  
   
Home equity and second mortgages
    12       17  
   
Other retail
    32       40  
     
     
Total retail
    94       130  
     
       
Total net charge-offs
    115       172  
     
Provision for credit losses
    115       172  
     
Balance at end of period
  $2,251     $2,269  
     
Components
               
 
Allowance for loan losses
  $2,035     $2,082  
 
Liability for unfunded credit commitments
    216       187  
     
   
Total allowance for credit losses
  $2,251     $2,269  
     
Allowance for credit losses as a percentage of
               
 
Period-end loans
    1.62 %     1.76 %
 
Nonperforming loans
    432       404  
 
Nonperforming assets
    364       341  
 
Annualized net charge-offs
    483       325  
 
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     Several factors were taken into consideration in evaluating the allowance for credit losses at March 31, 2006, including the risk profile of the portfolios and loan net charge-offs during the period, the level of nonperforming assets, accruing loans 90 days or more past due, delinquency ratios and changes in restructured loan balances compared with December 31, 2005. Management also considered the uncertainty related to certain industry sectors, including the airline industry, and the extent of credit exposure to other borrowers within the portfolio. In addition, concentration risks associated with commercial real estate and the mix of loans, including credit cards, loans originated through the consumer finance division and residential mortgages, and their relative credit risk were evaluated. Finally, the Company considered current economic conditions that might impact the portfolio.
Residual Risk Management The Company manages its risk to changes in the residual value of leased assets through disciplined residual valuation setting at the inception of a lease, diversification of its leased assets, regular residual asset valuation reviews and monitoring of residual value gains or losses upon the disposition of assets. As of March 31, 2006, no significant change in the amount of residuals or concentration of the portfolios has occurred since December 31, 2005. Refer to “Management’s Discussion and Analysis — Residual Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on residual risk management.
Operational Risk Management The Company manages operational risk through a risk management framework and its internal control processes. Within this framework, the Corporate Risk Committee (“Risk Committee”) provides oversight and assesses the most significant operational risks facing the Company within its business lines. Under the guidance of the Risk Committee, enterprise risk management personnel establish policies and interact with business lines to monitor significant operating risks on a regular basis. Business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities. Refer to “Management’s Discussion and Analysis — Operational Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on operational risk management.
Interest Rate Risk Management In the banking industry, changes in interest rates is a significant risk that can impact earnings, market valuations and safety and soundness of the entity. To minimize the volatility of net interest income and of the market value of assets and liabilities, the Company manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by its Asset Liability Policy Committee (“ALPC”) and approved by the Board of Directors. ALPC has the responsibility for approving and ensuring compliance with ALPC management policies, including interest rate risk exposure. The Company uses Net Interest Income Simulation Analysis and Market Value of Equity Modeling for measuring and analyzing consolidated interest rate risk.
Net Interest Income Simulation Analysis One of the primary tools used to measure interest rate risk and the effect of interest rate changes on net interest income is simulation analysis. Through this simulation, management estimates the impact on net interest income of a 200 basis point upward or downward gradual change of market interest rates over a one-year period. This represents a change, effective in the first quarter of 2006, from a previous policy of estimating the effect of a 300 basis point upward or downward gradual change on net interest income. The simulation also estimates the effect of immediate and sustained parallel shifts in the yield curve of 50 basis points as well as the effect of immediate and sustained flattening or steepening of the yield curve.
     Refer to “Management’s Discussion and Analysis — Net Interest Income Simulation Analysis” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on net interest income simulation analysis.
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Sensitivity of Net Interest Income:
                                                                 
    March 31, 2006   December 31, 2005
     
    Down 50   Up 50   Down 200   Up 200   Down 50   Up 50   Down 200   Up 200
    Immediate   Immediate   Gradual   Gradual   Immediate   Immediate   Gradual*   Gradual*
 
Net interest income
    .99 %     (1.16) %     2.03 %     (2.80) %     .66 %     (.73) %     1.19 %     (2.60) %
 
 * As of January 31, 2006, due to the change to a 200 basis point gradual change policy during the first quarter of 2006.
     The table above summarizes the interest rate risk of net interest income based on forecasts over the succeeding 12 months. At March 31, 2006, the Company’s overall interest rate risk position was liability sensitive to changes in interest rates. The Company manages the overall interest rate risk profile within policy limits. ALPC policy guidelines limit the estimated change in net interest income to 3.0 percent of forecasted net interest income over the succeeding 12 months. At March 31, 2006, and December 31, 2005, the Company was within its policy guidelines.
Market Value of Equity Modeling The Company also utilizes the market value of equity as a measurement tool in managing interest rate sensitivity. The market value of equity measures the degree to which the market values of the Company’s assets and liabilities and off-balance sheet instruments will change given a change in interest rates. ALPC guidelines limit the change in market value of equity in a 200 basis point parallel rate shock to 15 percent of the market value of equity assuming interest rates at March 31, 2006. The up 200 basis point scenario resulted in a 7.5 percent decrease in the market value of equity at March 31, 2006, compared with a 6.8 percent decrease at December 31, 2005. The down 200 basis point scenario resulted in a 1.8 percent decrease in the market value of equity at March 31, 2006, compared with a 4.1 percent decrease at December 31, 2005. At March 31, 2006, and December 31, 2005, the Company was within its policy guidelines.
     The Company also uses duration of equity as a measure of interest rate risk. The duration of equity is a measure of the net market value sensitivity of the assets, liabilities and derivative positions of the Company. The duration of assets was 1.8 years at March 31, 2006, compared with 1.6 years at December 31, 2005. The duration of liabilities was 1.7 years at March 31, 2006, compared with 1.6 years at December 31, 2005. At March 31, 2006, the duration of equity was 2.4 years, compared with 1.8 years at December 31, 2005. The increased duration of equity measure shows that sensitivity of the market value of equity of the Company was liability sensitive to changes in interest rates. Refer to “Management’s Discussion and Analysis — Market Value of Equity Modeling” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on market value of equity modeling.
Use of Derivatives to Manage Interest Rate Risk In the ordinary course of business, the Company enters into derivative transactions to manage its interest rate, prepayment and foreign currency risks (“asset and liability management positions”) and to accommodate the business requirements of its customers (“customer-related positions”). Refer to “Management’s Discussion and Analysis — Use of Derivatives to Manage Interest Rate Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on the use of derivatives to manage interest rate risk.
     By their nature, derivative instruments are subject to market risk. The Company does not utilize derivative instruments for speculative purposes. Of the Company’s $28.2 billion of total notional amount of asset and liability management derivative positions at March 31, 2006, $21.1 billion was designated as either fair value or cash flow hedges or net investment hedges of foreign operations. The cash flow hedge derivative positions are interest rate swaps that hedge the forecasted cash flows from the underlying variable-rate LIBOR loans and floating-rate debt. The fair value hedges are primarily interest rate swaps that hedge the change in fair value related to interest rate changes of underlying fixed-rate debt and subordinated obligations.
     In addition, the Company uses forward commitments to sell residential mortgage loans to hedge its interest rate risk related to residential mortgage loans held for sale. Related to its mortgage banking operations, the Company held $1.8 billion of forward commitments to sell mortgage loans and $1.7 billion of unfunded mortgage loan commitments that were derivatives in accordance with the provisions of the Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedge Activities.” The unfunded mortgage loan commitments are reported at fair value as options in Table 9. Beginning in March 2006, the Company entered into U.S. Treasury futures and options on U.S. Treasury futures contracts to hedge the change in fair value related to the election of fair value measurement for its residential MSRs.
     At March 31, 2006, the Company had $47 million in accumulated other comprehensive income related to
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Table 9 Derivative Positions

                                                       
    March 31, 2006   December 31, 2005
     
        Weighted-       Weighted-
        Average       Average
            Remaining       Remaining
    Notional   Fair   Maturity   Notional   Fair   Maturity
(Dollars in Millions)   Amount   Value   In Years   Amount   Value   In Years
 
 
Asset and Liability Management Positions
                                               
 
 
Interest rate contracts
                                               
   
Receive fixed/pay floating swaps
  $11,585     $(123 )     9.76     $16,370     $(82 )     7.79  
   
Pay fixed/receive floating swaps
    7,196       116       1.58       9,163       139       1.33  
   
Futures and forwards
                                               
     
Buy
    102             .10       104             .07  
     
Sell
    5,331       20       .15       2,669       (15 )     .09  
   
Options
                                               
     
Written
    3,586       (11 )     .15       1,086       3       .08  
 
Foreign exchange contracts
                                               
   
Cross-currency swaps
    385       5       9.36       387       11       9.61  
   
Forwards
    6             .06       404       7       .05  
 
Equity contracts
    46             3.04       42       3       3.29  
 
Customer-related Positions
                                               
 
 
Interest rate contracts
                                               
   
Receive fixed/pay floating swaps
  $9,966     $(191 )     5.25     $9,753     $(69 )     5.25  
   
Pay fixed/receive floating swaps
    9,940       243       5.25       9,707       121       5.25  
   
Options
                                               
     
Purchased
    1,420       10       2.25       1,453       6       2.26  
     
Written
    1,405       (9 )     2.33       1,453       (5 )     2.26  
 
Risk participation agreements (a)
                                               
   
Purchased
    148             7.72       143             8.02  
   
Written
    205             6.25       169             4.64  
 
Foreign exchange rate contracts
                                               
   
Forwards and swaps
                                               
     
Buy
    2,149       56       .38       2,042       77       .43  
     
Sell
    2,091       (46 )     .40       2,018       (73 )     .46  
   
Options
                                               
     
Purchased
    90       (1 )     .35       56       1       .24  
     
Written
    90       1       .35       56       (1 )     .24  
 
(a) At March 31, 2006, the credit equivalent amount was $1 million and $30 million, compared with $1 million and $18 million at December 31, 2005, for purchased and written risk participation agreements, respectively.

realized and unrealized losses on derivatives classified as cash flow hedges. Unrealized gains and losses are reflected in earnings when the related cash flows or hedged transactions occur and offset the related performance of the hedged items. The estimated amount to be reclassified from accumulated other comprehensive income into earnings during the remainder of 2006 and the next 12 months is a gain of $2 million and $1 million, respectively.
     Gains or losses on customer-related derivative positions were not material for the first quarter of 2006. The change in fair value of forward commitments attributed to hedge ineffectiveness recorded in noninterest income was a decrease of $1 million for the first quarter of 2006. The change in the fair value of all other asset and liability management derivative positions attributed to hedge ineffectiveness recorded in noninterest income was not material for the first quarter of 2006.
     The Company enters into derivatives to protect its net investment in certain foreign operations. The Company uses forward commitments to sell specified amounts of certain foreign currencies to hedge its capital volatility risk associated with fluctuations in foreign currency exchange rates. The net amount of gains or losses included in the cumulative translation adjustment for the first quarter of 2006 was not material.
Market Risk Management In addition to interest rate risk, the Company is exposed to other forms of market
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risk as a consequence of conducting normal trading activities. Business activities that contribute to market risk include primarily residential mortgage related risks, but also other things, such as proprietary trading and foreign exchange positions. Value at Risk (“VaR”) is a key measure of market risk for the Company. Theoretically, VaR represents the maximum amount that the Company has placed at risk of loss, with a ninety-ninth percentile degree of confidence, to adverse market movements in the course of its risk taking activities. Due to the election of fair value measurement of its residential MSRs and related hedging strategy in the first quarter of 2006, the Company increased its VaR limit to $40 million at March 31, 2006, compared with $20 million at December 31, 2005. The Company’s market valuation risk, as estimated by the VaR analysis, was $17 million at March 31, 2006, compared with $1 million at December 31, 2005. Refer to “Management’s Discussion and Analysis — Market Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on market risk management.
Liquidity Risk Management ALPC establishes policies, as well as analyzes and manages liquidity, to ensure that adequate funds are available to meet normal operating requirements in addition to unexpected customer demands for funds, such as high levels of deposit withdrawals or loan demand, in a timely and cost-effective manner. Liquidity management is viewed from long-term and short-term perspectives, as well as from an asset and liability perspective. Management monitors liquidity through a regular review of maturity profiles, funding sources, and loan and deposit forecasts to minimize funding risk. Refer to “Management’s Discussion and Analysis — Liquidity Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on liquidity risk management.
     The Company’s ability to raise negotiated funding at competitive prices is influenced by rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. On January 27, 2006, Standard & Poor’s Ratings Services upgraded the Company’s senior, unsecured subordinated and short-term debt ratings to AA-, A+ and A-1+, respectively, from A+, A and A-1, respectively. At January 27, 2006, the credit ratings outlook for the Company was considered “Stable” by Moody’s Investors Service, Standard & Poor’s, Fitch Ratings and Dominion Bond Rating Services.
     At March 31, 2006, parent company long-term debt outstanding was $11.4 billion, compared with $10.9 billion at December 31, 2005. The $.5 billion increase was primarily due to the $1.3 billion issuance of junior subordinated debentures, offset by long-term debt maturities and repayments during the first three months of 2006. As of March 31, 2006, there is no parent company debt scheduled to mature in the remainder of 2006.
     Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval. The amount of dividends available to the parent company from its banking subsidiaries after meeting the regulatory capital requirements for well-capitalized banks was approximately $1.2 billion at March 31, 2006.
Off-Balance Sheet Arrangements Off-balance sheet arrangements include any contractual arrangement to which an unconsolidated entity is a party, under which the Company has an obligation to provide credit or liquidity enhancements or market risk support. Off-balance sheet arrangements include certain defined guarantees, asset securitization trusts and conduits. Off-balance sheet arrangements also include any obligation under a variable interest held by an unconsolidated entity that provides financing, liquidity, credit enhancement or market risk support.
     In the ordinary course of business, the Company enters into an array of commitments to extend credit, letters of credit and various forms of guarantees that may be considered off-balance sheet arrangements. The extent of these arrangements is provided in Note 12 of the Notes to Consolidated Financial Statements.
     Asset securitizations and conduits represent a source of funding for the Company through off-balance sheet structures. The Company sponsors an off-balance sheet conduit to which it transferred high-grade investment securities, funded by the issuance of commercial paper. The conduit held assets and related commercial paper liabilities of $3.5 billion at March 31, 2006, and $3.8 billion at December 31, 2005. The Company provides a liquidity facility to the conduit. A liability for the estimate of the potential risk of loss the Company has as the liquidity facility provider is recorded on the balance sheet in other liabilities and was $17 million at March 31, 2006, and $20 million at December 31, 2005. In addition, the Company recorded at fair value its retained residual interest in the investment securities conduit of $22 million at March 31, 2006, and $28 million at December 31, 2005.
     The Company does not rely significantly on off-balance sheet arrangements for liquidity or capital resources. Refer to “Management’s Discussion and Analysis — Off-Balance Sheet Arrangements” in the Company’s Annual Report on Form 10-K for the year
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Table 10 Capital Ratios

                   
    March 31,   December 31,
(Dollars in Millions)   2006   2005
 
Tier 1 capital
    $16,478       $15,145  
 
As a percent of risk-weighted assets
    8.9 %     8.2 %
 
As a percent of adjusted quarterly average assets (leverage ratio)
    8.2 %     7.6 %
Total risk-based capital
    $24,328       $23,056  
 
As a percent of risk-weighted assets
    13.1 %     12.5 %
Tangible common equity
    $10,955       $11,873  
 
As a percent of tangible assets
    5.4 %     5.9 %
 

ended December 31, 2005, for further discussion on off-balance sheet arrangements.
Capital Management The Company is committed to managing capital for maximum shareholder benefit and maintaining strong protection for depositors and creditors. The Company has targeted returning 80 percent of earnings to its common shareholders through a combination of dividends and share repurchases. In the first quarter of 2006, the Company returned 158 percent of earnings. The Company continually assesses its business risks and capital position. The Company also manages its capital to exceed regulatory capital requirements for well-capitalized bank holding companies. To achieve these capital goals, the Company employs a variety of capital management tools including dividends, common share repurchases, and the issuance of subordinated debt and other capital instruments. Total shareholders’ equity was $20.3 billion at March 31, 2006, compared with $20.1 billion at December 31, 2005. The increase was the result of corporate earnings and the issuance of $1.0 billion of non-cumulative, perpetual preferred stock on March 27, 2006, partially offset by share repurchases and dividends.
     Table 10 provides a summary of capital ratios as of March 31, 2006, and December 31, 2005. Tier 1 capital at March 31, 2006, was positively affected by the $1.0 billion issuance of preferred stock and the $1.3 billion issuance of junior subordinated debentures during the first quarter of 2006. All regulatory ratios continue to be in excess of regulatory “well-capitalized” requirements.
     On December 21, 2004, the Board of Directors approved an authorization to repurchase 150 million shares of common stock during the next 24 months.
    
The following table provides a detailed analysis of all shares repurchased under this authorization during the first quarter of 2006:
                         
    Number   Average   Remaining Shares
    of Shares   Price Paid   Available to be
Time Period   Purchased   Per Share   Purchased
 
January
    9,914,275       $29.61       73,570,945  
February
    17,755,778       30.12       55,815,167  
March
    13,278,203       30.95       42,536,964  
     
  Total
    40,948,256       $30.27       42,536,964  
 
LINE OF BUSINESS FINANCIAL REVIEW
     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.
Basis for Financial Presentation Business line results are derived from the Company’s business unit profitability reporting systems by specifically attributing managed balance sheet assets, deposits and other liabilities and their related income or expense. Refer to “Management’s Discussion and Analysis — Line of Business Financial Review” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for further discussion on the business lines’ basis for financial presentation.
     Designations, assignments and allocations 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 2006, certain organization and methodology changes were
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made and, accordingly, 2005 results were restated and presented on a comparable basis, including a change in the allocation of risk adjusted capital to the business lines. Business lines are allocated risk adjusted capital based upon economic capital requirements, regulatory capital requirements, goodwill and intangibles. The allocations to the business lines are equal to the capital that is held by the Company. The capital allocations include credit and operational capital allocations which are performed using a Basel II approach with adjustments for regulatory Tier I leverage requirements.
Wholesale Banking offers lending, depository, treasury management and other financial services to middle market, large corporate and public sector clients. Wholesale Banking contributed $279 million of the Company’s net income in the first quarter of 2006, or an increase of $26 million, compared with the first quarter of 2005. The increase was primarily driven by growth in total net revenue and a reduction in the provision for credit losses.
     Total net revenue increased $24 million (4.0 percent) in the first quarter of 2006, compared with the first quarter of 2005. Net interest income, on a taxable-equivalent basis, increased $23 million (5.9 percent) in the first quarter of 2006, compared with the first quarter of 2005. The increase in net interest income was driven by growth in average loan balances and wider spreads on total deposits due to the funding benefit associated with the impact of rising interest rates, partially offset by reduced loan spreads due to competitive pricing. The increase in average loans was driven by stronger commercial loan demand in 2005 and the first three months of 2006. Total deposits increased year-over-year driven by growth in fixed-rate time deposits, partially offset by a decrease in interest checking deposits.
     Noninterest expense was flat in the first quarter of 2006, compared with the first quarter of 2005, as increases in personnel expenses and net shared services were offset by a reduction in other loan expense.
     The provision for credit losses decreased $17 million in the first quarter of 2006, compared with the first quarter of 2005. The favorable change in the provision for credit losses was due to improving credit quality resulting in net recoveries of $14 million in the first quarter of 2006, compared with net charge-offs of $3 million in the first quarter of 2005. Nonperforming assets within Wholesale Banking were $234 million at March 31, 2006, $242 million at December 31, 2005, and $330 million at March 31, 2005. Nonperforming assets as a percentage of period-end loans were .51 percent at March 31, 2006, .54 percent at December 31, 2005, and .76 percent at March 31, 2005. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.
Consumer Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail and ATMs. It encompasses community banking, metropolitan banking, in-store banking, small business banking, including lending guaranteed by the Small Business Administration, small-ticket leasing, consumer lending, mortgage banking, consumer finance, workplace banking, student banking, 24-hour banking and investment product and insurance sales. Consumer Banking contributed $448 million of the Company’s net income in the first quarter of 2006, an increase of $34 million, compared with the first quarter of 2005. While the retail banking business grew net income 9.8 percent in the first quarter of 2006, the contribution of the mortgage banking business decreased 15.4 percent, compared with the first quarter of 2005.
     Total net revenue increased $15 million (1.0 percent) in the first quarter of 2006, compared with the first quarter of 2005. Net interest income, on a taxable-equivalent basis, increased $41 million in the first quarter of 2006, compared with the first quarter of 2005. The year-over-year increase in net interest income was due to strong growth in average loans and the funding benefit of total deposits due to rising interest rates. Partially offsetting these increases were reduced spreads on commercial and retail loans due to competitive pricing. The increase in average loan balances reflected growth in retail loans, residential mortgages, commercial loans and commercial real estate loans. The growth in retail loans was principally driven by an increase in installment loans which increased 15.2 percent in the first quarter of 2006 over the first quarter of 2005. Residential mortgages, which include traditional residential mortgages, grew 33.1 percent in the first quarter of 2006, compared with the same period of a year ago, reflecting the Company’s decision to retain adjustable-rate residential mortgages during 2005. The year-over-year decrease in average deposits was primarily due to reduction in saving products, offset by growth in interest checking and time deposits. The year-over-year increase in interest checking balances reflects strong branch-based new account deposit growth. On a combined basis, the Consumer Banking line of business generated growth of $617 million (2.1 percent) in average checking account balances in the first quarter of 2006, compared with the first quarter of 2005, driven by 5.9 percent growth in net new checking accounts. Offsetting this growth was a decline in average savings balances of $3.1 billion (12.2 percent) from first quarter of 2005, principally related to money market accounts. Average time deposit
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Table 11 Line of Business Financial Performance

                                                     
    Wholesale     Consumer
    Banking     Banking
     
            Percent         Percent
Three Months Ended March 31 (Dollars in Millions)   2006   2005   Change     2006   2005   Change
       
Condensed Income Statement
                                                 
Net interest income (taxable-equivalent basis)
    $415       $392       5.9 %       $1,012       $971       4.2 %
Noninterest income
    209       212       (1.4 )       442       468       (5.6 )
Securities losses, net
          (4 )     *                      
                       
 
Total net revenue
    624       600       4.0         1,454       1,439       1.0  
Noninterest expense
    195       195               667       645       3.4  
Other intangibles
    4       4               13       63       (79.4 )
                       
 
Total noninterest expense
    199       199               680       708       (4.0 )
                       
Income before provision and income taxes
    425       401       6.0         774       731       5.9  
Provision for credit losses
    (14 )     3       *         69       80       (13.8 )
                       
Income before income taxes
    439       398       10.3         705       651       8.3  
Income taxes and taxable-equivalent adjustment
    160       145       10.3         257       237       8.4  
                       
Net income
    $279       $253       10.3         $448       $414       8.2  
                       
   
Average Balance Sheet Data
                                                 
Commercial
    $29,568       $27,844       6.2 %       $9,065       $8,213       10.4 %
Commercial real estate
    16,016       15,435       3.8         11,870       11,336       4.7  
Residential mortgages
    63       62       1.6         20,476       15,389       33.1  
Retail
    43       46       (6.5 )       35,038       33,142       5.7  
                       
 
Total loans
    45,690       43,387       5.3         76,449       68,080       12.3  
Goodwill
    1,225       1,225               2,243       2,243        
Other intangible assets
    59       76       (22.4 )       1,329       1,116       19.1  
Assets
    51,709       49,309       4.9         84,575       75,776       11.6  
Noninterest-bearing deposits
    11,983       11,937       .4         12,885       12,915       (.2 )
Interest checking
    3,106       3,602       (13.8 )       17,666       17,019       3.8  
Savings products
    5,276       5,223       1.0         22,382       25,501       (12.2 )
Time deposits
    12,002       11,046       8.7         18,217       16,482       10.5  
                       
 
Total deposits
    32,367       31,808       1.8         71,150       71,917       (1.1 )
Shareholders’ equity
    4,922       4,815       2.2         6,819       6,827       (.1 )
       
* not meaningful
balances grew $1.7 billion in the first quarter of 2006, compared with the first quarter of 2005, as a portion of money market balances migrated to fixed-rate time deposit products.
     Fee-based noninterest income decreased $26 million in the first quarter of 2006, compared with the first quarter of 2005. The year-over-year decline in fee-based revenue was driven by a reduction in mortgage banking revenue, partially offset by increases in deposit service charges, retail leasing revenue, and other revenue. The increase in other revenue reflected higher gains from the sales of student loans. The reduction in mortgage banking revenue reflected the adoption of fair value accounting for mortgage servicing rights as of January 1, 2006, and lower mortgage loan production due to rising interest rates.
     Noninterest expense decreased $28 million (4.0 percent) in the first quarter of 2006, compared with the first quarter of 2005. The decrease was primarily attributable to the elimination of MSR amortization under SFAS 156 which resulted in a reduction of other intangible expense. Partially offsetting this decrease were increases in compensation and employee benefit expenses, and net shared services. The increases in compensation and employee benefit expenses reflect the impact of the net addition of 40 in-store and 13 traditional branches at March 31, 2006, compared with March 31, 2005.
     The provision for credit losses decreased $11 million in the first quarter of 2006, compared with the first quarter of 2005. The improvement was attributable to lower net charge-offs. As a percentage of average loans outstanding, net charge-offs declined to .37 percent in the first quarter of 2006, compared with .48 percent in the first quarter of 2005. The decline in net charge-offs includes both the commercial and retail loan portfolios. Commercial and commercial real estate loan net charge-offs declined $3 million in the first quarter of 2006, compared with the first quarter of 2005. Retail loan and residential mortgage net charge-offs declined by $8 million in the first quarter of 2006, compared with the first quarter of 2005. Nonperforming assets within Consumer Banking were $317 million at March 31, 2006, $341 million at December 31, 2005, and $326 million at March 31, 2005. Nonperforming assets as a percentage of period-end loans were .44 percent at March 31, 2006, .47 percent at December 31, 2005, and .50 percent at March 31, 2005. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.
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Private Client, Trust     Payment         Treasury and     Consolidated    
and Asset Management     Services         Corporate Support     Company    
  
    Percent         Percent         Percent         Percent    
2006   2005   Change     2006   2005   Change     2006   2005   Change     2006   2005   Change    
                   
       
$124     $99       25.3 %     $162     $146       11.0 %     $12     $143       (91.6 )%     $1,725     $1,751       (1.5 )%    
  307       253       21.3         590       486       21.4         66       22       *         1,614       1,441       12.0      
                                                (55 )     *               (59 )     *      
                                               
  431       352       22.4         752       632       19.0         78       110       (29.1 )       3,339       3,133       6.6      
  199       165       20.6         291       237       22.8         63       18       *         1,415       1,260       12.3      
  22       15       46.7         46       41       12.2               (52 )     *         85       71       19.7      
                                               
  221       180       22.8         337       278       21.2         63       (34 )     *         1,500       1,331       12.7      
                                               
  210       172       22.1         415       354       17.2         15       144       (89.6 )       1,839       1,802       2.1      
                      60       89       (32.6 )                           115       172       (33.1 )    
                                               
  210       172       22.1         355       265       34.0         15       144       (89.6 )       1,724       1,630       5.8      
  76       63       20.6         129       96       34.4         (51 )     18       *         571       559       2.1      
                                               
$134     $109       22.9       $226     $169       33.7       $66     $126       (47.6 )     $1,153     $1,071       7.7      
                                               
       
$1,503     $1,585       (5.2 )%     $3,639     $3,210       13.4 %     $150     $145       3.4 %     $43,925     $40,997       7.1 %    
  665       636       4.6                             65       97       (33.0 )       28,616       27,504       4.0      
  443       366       21.0                             5       10       (50.0 )       20,987       15,827       32.6      
  2,403       2,276       5.6         8,321       7,813       6.5         46       49       (6.1 )       45,851       43,326       5.8      
                                               
  5,014       4,863       3.1         11,960       11,023       8.5         266       301       (11.6 )       139,379       127,654       9.2      
  1,343       843       59.3         2,286       1,942       17.7               (1 )     *         7,097       6,252       13.5      
  495       331       49.5         1,056       907       16.4               12       *         2,939       2,442       20.4      
  7,459       6,650       12.2         16,598       14,499       14.5         49,684       50,701       (2.0 )       210,025       196,935       6.6      
  3,527       3,369       4.7         293       141       *         149       55       *         28,837       28,417       1.5      
  2,368       2,516       (5.9 )                           1       9       (88.9 )       23,141       23,146            
  5,368       5,479       (2.0 )       18       14       28.6         23       15       53.3         33,067       36,232       (8.7 )    
  2,070       967       *         3             *         2,826       3,133       (9.8 )       35,118       31,628       11.0      
                                               
  13,333       12,331       8.1         314       155       *         2,999       3,212       (6.6 )       120,163       119,423       .6      
  2,309       1,639       40.9         4,358       3,864       12.8         1,740       2,658       (34.5 )       20,148       19,803       1.7      
                   
Private Client, Trust and Asset Management provides trust, custody, private banking, financial advisory, investment management and mutual fund servicing through five businesses: Private Client Group, Corporate Trust, FAF Advisors, Institutional Trust and Custody and Fund Services. Private Client, Trust and Asset Management contributed $134 million of the Company’s net income in the first quarter of 2006, or an increase of $25 million, compared with the first quarter of 2005. The growth was primarily attributable to higher total net revenue, partially offset by an increase in noninterest expense.
     Total net revenue increased $79 million (22.4 percent) in the first quarter of 2006, compared with the first quarter of 2005. Net interest income, on a taxable-equivalent basis, increased $25 million in the first quarter of 2006, compared with the first quarter of 2005. The increase in net interest income was due to growth in total average deposits and the favorable impact of rising interest rates on the funding benefit of customer deposits, partially offset by a decline in loan spreads. The increase in total deposits was attributable to growth in noninterest-bearing deposits and time deposits principally in Corporate Trust. Noninterest income increased $54 million in the first quarter of 2006, compared with the first quarter of 2005, primarily driven by the acquisition of the corporate and institutional trust business of Wachovia Corporation, growth in core revenue, and favorable equity market valuations.
     Noninterest expense increased $41 million (22.8 percent) in the first quarter of 2006, compared with the first quarter of 2005. The increase in noninterest expense was primarily attributable to the acquisition of the Wachovia Corporation corporate and institutional trust business.
Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate and purchasing card services, consumer lines of credit, ATM processing and merchant processing. Payment Services contributed $226 million of the Company’s net income in the first quarter of 2006, or an increase of $57 million, compared with the first quarter of 2005. The increase was due to growth in total net revenue driven by higher transaction volumes and lower provision for credit losses, partially offset by an increase in total noninterest expense.
     Total net revenue increased $120 million (19.0 percent) in the first quarter of 2006, compared with the first quarter of 2005. Net interest income increased $16 million in the first quarter of 2006, compared with the first quarter of 2005. The increase
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was primarily due to increases in retail credit card balances and customer late fees, partially offset by an increase in nonearning assets resulting in higher funding expense. Noninterest income increased $104 million in the first quarter of 2006, compared with the first quarter of 2005. The increases in fee-based revenue were driven by strong growth in credit card and debit card revenue, corporate payment products revenue, ATM processing services revenue and merchant processing revenue. Credit and debit card revenue increased due to higher sales volume. Corporate payment products revenue increased due to growth in transactional sales volume and the acquisition of an aviation card business in the first quarter of 2005. ATM processing services revenue increased primarily due to the acquisition of an ATM business in May of 2005. Merchant processing revenue also grew from a year ago due to higher sales and transaction processing volumes and the acquisitions of merchant acquiring businesses during the end of 2005 and in the first quarter of 2006.
     Noninterest expense increased $59 million (21.2 percent) in the first quarter of 2006, compared with the first quarter of 2005. The increase in noninterest expense was primarily attributable to the acquisition of merchant acquiring businesses, higher compensation and employee benefit costs for processing associated with increased credit and debit card transaction volumes, higher corporate payment products and merchant processing sales volumes, and higher ATM processing services volumes.
     The provision for credit losses decreased $29 million in the first quarter of 2006, compared with the first quarter of 2005, due to lower net charge-offs. As a percentage of average loans outstanding, net charge-offs were 2.03 percent in the first quarter of 2006, compared with 3.27 percent in the first quarter of 2005. The favorable change in credit losses reflected the near-term impact of changes in bankruptcy legislation in the fourth quarter of 2005.
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 those expenses associated with corporate activities that are managed on a consolidated basis. In addition, prior to the adoption of SFAS 156, changes in MSR valuations due to interest rate changes were managed at a corporate level and, as such, reported within this business unit. Treasury and Corporate Support recorded net income of $66 million in the first quarter of 2006, or a decrease of $60 million, compared with the first quarter of 2005.
     Total net revenue decreased $32 million (29.1 percent) in the first quarter of 2006, compared with the first quarter of 2005. The year-over-year decrease in total net revenue was primarily due to an unfavorable variance in net interest income, partially offset by higher noninterest income. The decrease in net interest income was primarily attributable to a higher interest rate environment and the Company’s asset/liability management decisions, including issuing higher-cost wholesale funding and repositioning of the Company’s balance sheet for changes in that interest rate environment. Noninterest income increased $99 million in the first quarter of 2006, compared with the first quarter of 2005. The increase was primarily due to a gain on derivatives that did not qualify as hedges, realized in the first quarter of 2006 and securities losses incurred in the first quarter of 2005.
     Noninterest expense increased $97 million in the first quarter of 2006, compared with the first quarter of 2005. The increase in noninterest expense was driven by higher compensation and employee benefits related to incentives and the adoption of SFAS 123R. The increase in noninterest expense also reflected MSR reparation recognized in the first quarter of 2005.
     The provision for credit losses for this business unit represents the residual aggregate of the net credit losses allocated to the reportable business units and the Company’s recorded provision determined in accordance with accounting principles generally accepted in the United States. Refer to the “Corporate Risk Profile” section for further information on the provision for credit losses, nonperforming assets and factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.
     Income taxes are assessed to each line of business at a managerial tax rate of 36.4 percent with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in Treasury and Corporate Support. The $69 million favorable change in income tax expense reflected a consolidated effective tax rate of 32.7 percent in the first quarter of 2006, compared with 34.0 percent in the first quarter of 2005. The decrease in the effective tax rate primarily reflected higher tax exempt income from investment securities and insurance products and incremental tax credits generated from investments in affordable housing and similar tax-advantaged projects.
CRITICAL ACCOUNTING POLICIES
     The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general
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practices within the banking industry. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding the Company’s financial statements. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Those policies considered to be critical accounting policies relate to the allowance for credit losses, MSRs, goodwill and other intangibles and income taxes. Management has discussed the development and the selection of critical accounting policies with the Company’s Audit Committee. These accounting policies are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Policies” and the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Refer to Note 2 of the Notes to Consolidated Financial Statements for discussion of the change in accounting for MSRs implemented in the first quarter of 2006.
CONTROLS AND PROCEDURES
     Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.
     During the most recently completed fiscal quarter, there was no change made in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
U.S. Bancorp 25


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U.S. Bancorp
Consolidated Balance Sheet
                       
    March 31,   December 31,
(Dollars in Millions)   2006   2005
 
    (Unaudited)    
Assets
               
Cash and due from banks
    $7,050       $8,004  
Investment securities
               
 
Held-to-maturity (fair value $113 and $113, respectively)
    110       109  
 
Available-for-sale
    39,286       39,659  
Loans held for sale
    2,053       1,686  
Loans
               
 
Commercial
    43,844       42,942  
 
Commercial real estate
    28,782       28,463  
 
Residential mortgages
    20,656       20,730  
 
Retail
    45,500       45,671  
     
   
Total loans
    138,782       137,806  
     
Less allowance for loan losses
    (2,035 )     (2,041 )
     
     
Net loans
    136,747       135,765  
Premises and equipment
    1,817       1,841  
Goodwill
    7,267       7,005  
Other intangible assets
    3,128       2,874  
Other assets
    12,449       12,522  
     
   
Total assets
    $209,907       $209,465  
     
Liabilities and Shareholders’ Equity
               
Deposits
               
 
Noninterest-bearing
    $29,384       $32,214  
 
Interest-bearing
    69,995       70,024  
 
Time deposits greater than $100,000
    22,365       22,471  
     
   
Total deposits
    121,744       124,709  
Short-term borrowings
    20,651       20,200  
Long-term debt
    39,327       37,069  
Other liabilities
    7,929       7,401  
     
   
Total liabilities
    189,651       189,379  
Shareholders’ equity
               
 
Preferred stock, par value $1.00 a share (liquidation preference of $25,000 per share) authorized: 50,000,000 shares;
issued: 3/31/06 — 40,000 shares
    1,000        
 
Common stock, par value $0.01 a share — authorized: 4,000,000,000 shares;
issued: 3/31/06 and 12/31/05 — 1,972,643,007 shares
    20       20  
 
Capital surplus
    5,819       5,907  
 
Retained earnings
    19,568       19,001  
 
Less cost of common stock in treasury: 3/31/06 — 189,447,066 shares; 12/31/05 — 157,689,004 shares
    (5,394 )     (4,413 )
 
Other comprehensive income
    (757 )     (429 )
     
   
Total shareholders’ equity
    20,256       20,086  
     
   
Total liabilities and shareholders’ equity
    $209,907       $209,465  
 
See Notes to Consolidated Financial Statements.
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U.S. Bancorp
Consolidated Statement of Income
                   
    Three Months Ended
    March 31,
(Dollars and Shares in Millions, Except Per Share Data)    
(Unaudited)   2006   2005
 
Interest Income
               
Loans
  $2,332     $1,911  
Loans held for sale
    26       21  
Investment securities
    490       476  
Other interest income
    43       27  
     
 
Total interest income
    2,891       2,435  
Interest Expense
               
Deposits
    503       308  
Short-term borrowings
    270       112  
Long-term debt
    403       271  
     
 
Total interest expense
    1,176       691  
     
Net interest income
    1,715       1,744  
Provision for credit losses
    115       172  
     
Net interest income after provision for credit losses
    1,600       1,572  
Noninterest Income
               
Credit and debit card revenue
    182       154  
Corporate payment products revenue
    127       107  
ATM processing services
    59       47  
Merchant processing services
    213       178  
Trust and investment management fees
    297       247  
Deposit service charges
    232       210  
Treasury management fees
    107       107  
Commercial products revenue
    104       96  
Mortgage banking revenue
    24       102  
Investment products fees and commissions
    38       39  
Securities losses, net
          (59 )
Other
    231       154  
     
 
Total noninterest income
    1,614       1,382  
Noninterest Expense
               
Compensation
    633       567  
Employee benefits
    133       116  
Net occupancy and equipment
    165       154  
Professional services
    35       36  
Marketing and business development
    40       43  
Technology and communications
    117       106  
Postage, printing and supplies
    66       63  
Other intangibles
    85       71  
Other
    226       175  
     
 
Total noninterest expense
    1,500       1,331  
     
Income before income taxes
    1,714       1,623  
Applicable income taxes
    561       552  
     
Net income
  $1,153     $1,071  
     
Earnings per common share
  $.64     $.58  
Diluted earnings per common share
  $.63     $.57  
Dividends declared per common share
  $.33     $.30  
Average common shares outstanding
    1,801       1,852  
Average diluted common shares outstanding
    1,826       1,880  
 
See Notes to Consolidated Financial Statements.
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U.S. Bancorp
Consolidated Statement of Shareholders’ Equity
                                                                   
                            Other   Total
(Dollars and Shares in Millions)   Common Shares   Preferred   Common   Capital   Retained   Treasury   Comprehensive   Shareholders’
(Unaudited)   Outstanding   Stock   Stock   Surplus   Earnings   Stock   Income   Equity
 
Balance December 31, 2004
    1,858       $—       $20       $5,902       $16,758       $(3,125 )     $(16 )     $19,539  
Net income
                                    1,071                       1,071  
Unrealized loss on securities available for sale
                                                    (541 )     (541 )
Unrealized loss on derivatives
                                                    (98 )     (98 )
Foreign currency translation adjustment
                                                    5       5  
Realized gain on derivatives
                                                    1       1  
Reclassification adjustment for losses realized in net income
                                                    35       35  
Income taxes
                                                    227       227  
                                                 
 
Total comprehensive income
                                                            700  
Cash dividends declared on common stock
                                    (553 )                     (553 )
Issuance of common and treasury stock
    5                       (36 )             142               106  
Purchase of treasury stock
    (21 )                                     (605 )             (605 )
Stock option and restricted stock grants
                            22                               22  
Shares reserved to meet deferred compensation obligations
                            1               (2 )             (1 )
     
Balance March 31, 2005
    1,842       $—       $20       $5,889       $17,276       $(3,590 )     $(387 )     $19,208  
 
Balance December 31, 2005
    1,815       $—       $20       $5,907       $19,001       $(4,413 )   $(429 )     $20,086  
Change in accounting principle
                                    4                       4  
 
Net income
                                    1,153                       1,153  
Unrealized loss on securities available for sale
                                                    (481 )     (481 )
Unrealized gain on derivatives
                                                    104       104  
Foreign currency translation adjustment
                                                    9       9  
Realized loss on derivatives
                                                    (153 )     (153 )
Reclassification adjustment for gains realized in net income
                                                    (7 )     (7 )
Income taxes
                                                    200       200  
                                                 
 
Total comprehensive income
                                                            825  
Cash dividends declared on common stock
                                    (590 )                     (590 )
Issuance of common and treasury stock
    9                       (51 )             261               210  
Purchase of treasury stock
    (41 )                                     (1,240 )             (1,240 )
Stock option and restricted stock grants
                            15                               15  
Shares reserved to meet deferred compensation obligations
                                            (2 )             (2 )
Issuance of preferred stock
            1,000               (52 )                             948  
     
Balance March 31, 2006
    1,783       $1,000        $20       $5,819       $19,568       $(5,394 )     $(757 )     $20,256  
 
See Notes to Consolidated Financial Statements.
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U.S. Bancorp
Consolidated Statement of Cash Flows
                   
    Three Months Ended
    March 31,
(Dollars in Millions)    
(Unaudited)   2006   2005
 
Operating Activities
               
 
Net cash provided by operating activities
  $1,746     $871  
Investing Activities
               
Proceeds from sales of available-for-sale investment securities
    188       2,824  
Proceeds from maturities of investment securities
    1,216       2,497  
Purchases of investment securities
    (1,866 )     (6,596 )
Net (increase) decrease in loans outstanding
    (835 )     (1,869 )
Proceeds from sales of loans
    688       351  
Purchases of loans
    (921 )     (1,033 )
Other, net
    (500 )     (156 )
     
 
Net cash used in investing activities
    (2,030 )     (3,982 )
Financing Activities
               
Net increase (decrease) in deposits
    (2,965 )     (1,023 )
Net increase (decrease) in short-term borrowings
    451       1,189  
Principal payments or redemption of long-term debt
    (1,621 )     (2,028 )
Proceeds from issuance of long-term debt
    4,046       5,544  
Proceeds from issuance of preferred stock
    948        
Proceeds from issuance of common stock
    169       90  
Repurchase of common stock
    (1,149 )     (638 )
Cash dividends paid
    (599 )     (558 )
     
 
Net cash provided by (used in) financing activities
    (720 )     2,576  
     
 
Change in cash and cash equivalents
    (1,004 )     (535 )
Cash and cash equivalents at beginning of period
    8,202       6,537  
     
 
Cash and cash equivalents at end of period
  $7,198     $6,002  
 
See Notes to Consolidated Financial Statements.
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Notes to Consolidated Financial Statements
(Unaudited)
Note 1 Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States. In the opinion of management of U.S. Bancorp (the “Company”), all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of results for the interim periods have been made. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Certain amounts in prior periods have been reclassified to conform to the current presentation.
     Accounting policies for the lines of business are generally the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs and benefits, expenses and other financial elements to each line of business. Table 11 “Line of Business Financial Performance” provides details of segment results. This information is incorporated by reference into these Notes to Consolidated Financial Statements.
Note 2 Accounting Changes
Accounting for Servicing of Financial Assets In March 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets” (“SFAS 156”), that amends accounting and reporting standards for servicing assets and liabilities under Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). Specifically, SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. For subsequent measurement purposes, SFAS 156 permits an entity to choose to measure servicing assets and liabilities either based on fair value or lower of cost or market (“LOCOM”). The Company elected to adopt SFAS 156 effective January 1, 2006, utilizing the fair value measurement option for residential mortgage servicing rights and continuing the LOCOM method for all other servicing assets and liabilities. Adopting the fair value measurement method resulted in the Company recording a cumulative-effect accounting adjustment to increase beginning retained earnings by $4 million (net of tax). Approximately $3 million represents the difference between the fair value and the carrying amount of the Company’s mortgage servicing rights as of January 1, 2006, and the additional $1 million represents the reclassification of unrealized gains in accumulated other comprehensive income at adoption, for certain available-for-sale securities reclassified to trading securities upon the adoption of the provisions of this statement. Additional information regarding mortgage servicing rights is disclosed in Note 5 in the Notes to Consolidated Financial Statements.
Other-Than-Temporary Impairment In November 2005, the FASB issued FASB Staff Position FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP 115-1”), effective for the Company beginning on January 1, 2006. FSP 115-1 provides clarification on when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. FSP 115-1 also requires certain disclosures for unrealized losses that have not been recognized as other-than-temporary impairments. The adoption of FSP 115-1 did not have a material impact on the Company’s financial statements.
Stock-Based Compensation In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123R”), “Share-Based Payment”, a revision of Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” SFAS 123R requires companies to measure the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award. This statement eliminates the use of the alternative intrinsic value method of accounting that was allowed when SFAS 123 was originally issued. The provisions of this statement were effective for the Company
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beginning on January 1, 2006. The Company adopted SFAS 123R using the modified retrospective method. Because the Company retroactively adopted the fair value method in 2003, the impact of expensing stock-based awards was already recorded in the Company’s financial results. In conjunction with the adoption of SFAS 123R in the first quarter of 2006, the Company recognized $13 million of incremental stock-based compensation expense due to certain provisions that require immediate recognition of the value of stock awards to employees that meet retirement status, despite their continued active employment. Upon adoption, the Company also changed its method of expensing all new awards from an accelerated to a straight-line attribution method. Because of the timing of granting stock awards, the impact of this change was not significant to first quarter results. However, this methodology change for expensing stock awards is expected to reduce expenses in 2006 by approximately $33 million ($20 million after tax).
Note 3 Investment Securities
The detail of the amortized cost, gross unrealized holding gains and losses, and fair value of held-to-maturity and available-for-sale securities was as follows:
                                                                     
    March 31, 2006   December 31, 2005
     
    Amortized   Unrealized   Unrealized   Fair   Amortized   Unrealized   Unrealized   Fair
(Dollars in Millions)   Cost   Gains   Losses   Value   Cost   Gains   Losses   Value
 
Held-to-maturity (a)
                                                               
 
Mortgage-backed securities
  $8     $—     $—     $8     $8     $—     $—     $8  
 
Obligations of state and political subdivisions
    86       4       (1 )     89       84       5       (1 )     88  
 
Other debt securities
    16                   16       17                   17  
     
   
Total held-to-maturity securities
  $110     $4     $(1 )   $113     $109     $5     $(1 )   $113  
 
Available-for-sale (b)
                                                               
 
U.S. Treasury and agencies
  $490     $1     $(11 )   $480     $496     $2     $(9 )   $489  
 
Mortgage-backed securities
    37,082       67       (1,182 )     35,967       38,161       86       (733 )     37,514  
 
Asset-backed securities
    9                   9       12                   12  
 
Obligations of state and political subdivisions
    1,781       2       (16 )     1,767       640       3       (6 )     637  
 
Other securities and investments
    1,062       7       (6 )     1,063       1,012       2       (7 )     1,007  
     
   
Total available-for-sale securities
  $40,424     $77     $(1,215 )   $39,286     $40,321     $93     $(755 )   $39,659  
 
(a) Held-to-maturity securities are carried at historical cost adjusted for amortization of premiums and accretion of discounts.
(b) Available-for-sale securities are carried at fair value with unrealized net gains or losses reported within other comprehensive income in shareholders’ equity.
         The weighted-average maturity of the available-for-sale investment securities was 6.7 years at March 31, 2006, compared with 6.1 years at December 31, 2005. The corresponding weighted-average yields were 5.06 percent and 4.89 percent, respectively. The weighted-average maturity of the held-to-maturity investment securities was 8.0 years at March 31, 2006, compared with 7.2 years at December 31, 2005. The corresponding weighted-average yields were 6.07 percent and 6.44 percent, respectively.
         Securities carried at $32.1 billion at March 31, 2006, and $36.9 billion at December 31, 2005, were pledged to secure public, private and trust deposits, repurchase agreements and for other purposes required by law. Securities sold under agreements to repurchase where the buyer/lender has the right to sell or pledge the securities, were collateralized by securities with an amortized cost of $8.0 billion at March 31, 2006, and $10.9 billion at December 31, 2005, respectively.
The following table provides information as to the amount of interest income from taxable and non-taxable investment securities:
                   
      Three Months
      Ended
      March 31,
     
(Dollars in Millions)   2006   2005
 
Taxable
  $476     $473  
Non-taxable
    14       3  
     
 
Total interest income from investment securities
  $490     $476  
 
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The following table provides information as to the amount of gross gains and losses realized through the sales of available-for-sale investment securities:
                   
    Three Months
    Ended
    March 31,
     
(Dollars in Millions)   2006   2005
 
Realized gains
    $—       $11  
Realized losses
          (70 )
     
 
Net realized gains (losses)
    $—       $(59 )
     
Income tax (benefit) on realized gains (losses)
    $—       $(22 )
 
     For amortized cost, fair value and yield by maturity date of held-to-maturity and available-for-sale securities outstanding at March 31, 2006, refer to Table 4 included in Management’s Discussion and Analysis which is incorporated by reference into these Notes to Consolidated Financial Statements.
The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired which have been in a continuous unrealized loss position at March 31, 2006:
                                                         
    Less Than 12 Months     12 Months or Greater     Total
                 
    Fair   Unrealized     Fair   Unrealized     Fair   Unrealized
(Dollars in Millions)   Value   Losses     Value   Losses     Value   Losses
                
Held-to-maturity
                                                   
 
Mortgage-backed securities
    $—       $—         $—       $—         $—       $—  
 
Obligations of state and political subdivisions
    14               12       (1 )       26       (1 )
 
Other debt securities
                                       
                 
   
Total
    $14       $—         $12       $(1 )       $26       $(1 )
             
Available-for-sale
                                                   
 
U.S. Treasury and agencies
    $421       $(11 )       $5       $—         $426       $(11 )
 
Mortgage-backed securities
    16,506       (482 )       15,466       (700 )       31,972       (1,182 )
 
Asset-backed securities
    9                             9        
 
Obligations of state and political subdivisions
    1,531       (16 )       1               1,532       (16 )
 
Other securities and investments
    106               288       (6 )       394       (6 )
                 
   
Total
    $18,573       $(509 )       $15,760       $(706 )       $34,333       $(1,215 )
             
     The Company’s rationale, by investment category, for determining if investments with unrealized losses that are not deemed to be other-than-temporarily impaired at March 31, 2006, was as follows:
Held-to-Maturity
Obligations of state and political subdivisions The unrealized losses were caused by increases in interest rates. The issuers of these securities do not have the contractual ability to pay off these securities at less than par. The Company has the ability and intent to hold these investments until maturity which is consistent with their designation as “held to maturity.” Consequently, the Company does not consider these investments to be other-than-temporarily impaired as of the March 31, 2006.
Available-for-Sale
U.S. Treasury and agencies The unrealized losses on these securities were caused solely by rising interest rates since credit quality is not an issue for these types of securities. None of these securities can be paid off for less than par at maturity or any earlier call date. Because the Company has the ability and intent to hold these securities until a recovery of fair value, they are not considered to be other-than-temporarily impaired as of March 31, 2006.
Mortgage-backed securities The vast majority of these securities were issued by GNMA, FNMA and FHLMC and the remainder was privately issued with strong credit ratings. The unrealized losses for these securities were caused by rising interest rates over the past few years. Given the high credit quality of the investments, the Company fully expects to receive all contractual cash flows. Because the Company has the ability and intent to hold these securities until a recovery of fair value, they are not considered to be other-than-temporarily impaired as of March 31, 2006.
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Obligations of state and political subdivisions The unrealized losses were caused by rising interest rates. These municipal securities are investment grade credit quality with the vast majority rated AAA. None of these securities can be paid off for less than par at maturity or any earlier call date. Because the Company has the ability and intent to hold these securities until a recovery of fair value, they are not considered to be other-than-temporarily impaired as of March 31, 2006.
Other securities and investments The securities in this category consist primarily of debt issued by major U.S. banks. The losses are a result of a modest widening of credit spreads since the initial purchase dates. Given the high credit quality of these issuers, the Company expects to receive all contractual cash flows. None of these securities can be paid off for less than par at maturity or any earlier call date. Because the Company has the ability and intent to hold these securities until a recovery of fair value, they are not considered to be other-than-temporarily impaired as of March 31, 2006.
Note 4 Loans
The composition of the loan portfolio was as follows:
                                       
    March 31, 2006   December 31, 2005
     
        Percent       Percent
(Dollars in Millions)   Amount   of Total   Amount   of Total
 
Commercial
                               
 
Commercial
    $38,710       27.9 %     $37,844       27.5 %
 
Lease financing
    5,134       3.7       5,098       3.7  
     
   
Total commercial
    43,844       31.6       42,942       31.2  
Commercial real estate
                               
 
Commercial mortgages
    20,405       14.7       20,272       14.7  
 
Construction and development
    8,377       6.0       8,191       6.0  
     
   
Total commercial real estate
    28,782       20.7       28,463       20.7  
Residential mortgages
                               
 
Residential mortgages
    14,502       10.5       14,538       10.5  
 
Home equity loans, first liens
    6,154       4.4       6,192       4.5  
     
   
Total residential mortgages
    20,656       14.9       20,730       15.0  
Retail
                               
 
Credit card
    6,978       5.0       7,137       5.2  
 
Retail leasing
    7,161       5.2       7,338       5.3  
 
Home equity and second mortgages
    14,908       10.7       14,979       10.9  
 
Other retail
                               
   
Revolving credit
    2,438       1.8       2,504       1.8  
   
Installment
    3,773       2.7       3,582       2.6  
   
Automobile
    8,218       5.9       8,112       5.9  
   
Student
    2,024       1.5       2,019       1.4  
     
     
Total other retail
    16,453       11.9       16,217       11.7  
     
   
Total retail
    45,500       32.8       45,671       33.1  
     
     
Total loans
    $138,782       100.0 %     $137,806       100.0 %
 
Loans are presented net of unearned interest and deferred fees and costs, which amounted to $1.3 billion at March 31, 2006, and December 31, 2005.
Note 5 Mortgage Servicing Rights
The Company’s portfolio of residential mortgages serviced for others was $74.0 billion and $69.0 billion at March 31, 2006, and December 31, 2005, respectively. Effective January 1, 2006, the Company early adopted SFAS 156 and elected the fair value measurement method for mortgage servicing rights (“MSRs”). The fair value measurement method requires MSRs to be recorded initially at fair value, if practicable, and at each subsequent reporting date. In accordance with SFAS 156, changes in fair value are recorded in earnings during the period in which they occur.
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     Prior to the adoption of SFAS 156, the initial carrying value of MSRs was amortized in proportion to, and over the period of, estimated net servicing revenue and recorded in noninterest expense as amortization of intangible assets. Upon adoption of SFAS 156, the Company recognized a cumulative-effect accounting adjustment that increased beginning retained earnings by $4 million (net of tax). Approximately $3 million (net of tax) represents the difference between the fair value and the carrying amount of the Company’s MSRs, and the additional $1 million (net of tax) represents the reclassification of unrealized gains in accumulated other comprehensive income at adoption, for certain available-for-sale securities reclassified to trading securities upon the adoption of the provisions of SFAS 156. Beginning in March 2006, the Company began entering into U.S. Treasury futures and options on U.S. Treasury futures contracts to offset the change in fair value of the MSRs. Changes in fair value related to the MSRs and the futures and options contracts, as well as, $76 million of servicing and other related fees are recorded in mortgage banking revenue. Changes in fair value of capitalized MSRs are summarized as follows:
             
    Three Months Ended
(Dollars in Millions)   March 31, 2006
 
Balance at beginning of period
    $1,123  
 
Rights purchased
    46  
 
Rights capitalized
    71  
 
Changes in fair value of MSRs:
       
   
Due to change in valuation assumptions
    33  
   
Other changes in fair value (a)
    (45 )
         
Balance at end of period
    $1,228  
 
(a) Represents changes due to collection/realization of expected cash flows over time.
     The Company determines fair value by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates, and other assumptions validated through comparison to trade information, industry surveys, and independent third party appraisals. Risks inherent in the MSRs valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. In March 2006, the Company implemented a program utilizing futures and options contracts to mitigate the valuation risk. The estimated sensitivity to changes in interest rates of the fair value of the MSRs portfolio and the related derivative instruments at March 31, 2006, was as follows:
                                 
    Down Scenario   Up Scenario
     
(Dollars in Millions)   50bps   25bps   25bps   50bps
 
Fair value
    $(15 )     $5       $(9 )     $(16 )
 
     The fair value of MSRs and its sensitivity to changes in interest rates is influenced by the mix of the servicing portfolio and characteristics of each segment of the portfolio. The Company’s servicing portfolio consists of the distinct portfolios of Mortgage Revenue Bond Programs (“MRBP”), government-insured mortgages and conventional mortgages. The MRBP division specializes in servicing loans made under state and local housing authority programs. These programs provide mortgages to low- and moderate-income borrowers and are generally government-insured programs with a favorable rate subsidy, down payment and/or closing cost assistance. Mortgage loans originated as part of government agency and state loan programs tend to experience slower prepayment speeds and better cash flows than conventional mortgage loans. The servicing portfolios are predominantly comprised of fixed-rate agency loans (FNMA, FHLMC, GNMA, FHLB and various housing agencies) with limited adjustable-rate or jumbo mortgage loans.
A summary of the Company’s MSRs and related characteristics by portfolio as of March 31, 2006, was as follows:
                                 
(Dollars in Millions)   MRBP   Government   Conventional   Total
 
Servicing portfolio
    $6,787       $8,595       $58,627       $74,009  
Fair market value
    $131       $161       $936       $1,228  
Value (bps)
    193       187       160       166  
Weighted-average servicing fees (bps)
    42       44       35       37  
Multiple (value/servicing fees)
    4.60       4.25       4.57       4.49  
Weighted-average note rate
    5.96 %     6.05 %     5.74 %     5.80 %
Age (in years)
    3.7       2.9       2.3       2.5  
Expected life (in years)
    7.2       7.0       7.4       7.3  
Discount rate
    10.5 %     10.8 %     10.1 %     10.2 %
 
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Note 6 Junior Subordinated Debentures
On March 17, 2006, the Company formed USB Capital IX, a Delaware statutory trust, for the purpose of issuing $1.3 billion of redeemable Income Trust Securities (“ITS”) to third party investors, investing the proceeds in junior subordinated debentures issued by the Company (“Debentures”) and entering into stock purchase contracts to purchase preferred stock to be issued by the Company in the future. The Company’s obligations under the transaction documents, taken together, have the effect of providing a full and unconditional guarantee by the Company, on a subordinated basis, of the payment obligations of the trust. The Debentures held by the trust accrue a fixed rate of interest, semi-annually, at 5.54 percent. The Debentures mature on April 15, 2042, but are redeemable beginning April 15, 2015, subject to the prior approval of the Federal Reserve Board. Pursuant to the stock purchase contracts, the Company shall make contract payments of .65 percent, also payable semi-annually, through a specified stock purchase date expected to be April 15, 2011.
     Prior to the specified stock purchase date, the trust shall remarket and sell the Debentures to third party investors to generate cash proceeds to satisfy its obligation to purchase the Company’s Series A Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) pursuant to the stock purchase contracts. The terms of the Debentures may be revised in connection with their remarketing and sale.
     The Series A Preferred Stock, when issued pursuant to the stock purchase contracts, is expected to pay quarterly dividends equal to the greater of three-month LIBOR plus 1.02 percent or 3.50 percent. In connection with this transaction, the Company also entered into a replacement capital covenant which restricts the Company’s rights to repurchase the ITS and to redeem or repurchase the Series A Preferred Stock.
     For further information on other junior subordinated debentures and related trust preferred securities, refer to Note 15 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
Note 7 Shareholders’ Equity
On March 27, 2006, the Company issued depositary shares representing an ownership interest in 40,000 shares of Series B Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $25,000 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or other obligation of the Company. Dividends on the Series B Preferred Stock, if declared, will accrue and be payable quarterly, in arrears, at a rate per annum equal to the greater of three-month LIBOR plus .60 percent, or 3.50 percent. If the Company has not declared a dividend on the Series B Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall cease to accrue and be payable, and the Company will have no obligation to pay dividends accrued for such dividend period, whether or not dividends on the Series B Preferred Stock are declared for any future dividend period.
     The Company may not pay dividends on or repurchase shares of its junior stock unless dividends for the then-current dividend period of the Series B Preferred Stock have been declared and sufficient funds set aside to make payment. The Company may not pay dividends on or repurchase shares of its parity stock unless such dividends or offers to repurchase parity stock are made on a proportional basis with respect to the Series B Preferred Stock.
     On April 15, 2011, or thereafter, the Series B Preferred Stock is redeemable at the Company’s option, subject to the prior approval of the Federal Reserve Board, at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. In connection with this transaction, the Company also entered into a replacement capital covenant, which restricts the Company’s rights to redeem or repurchase the Series B Preferred Stock. Except in certain limited circumstances, the Series B Preferred Stock will not have any voting rights.
     For further information on shareholders’ equity, refer to Note 16 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
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Note 8 Earnings Per Common Share
The components of earnings per common share were:
                 
    Three Months Ended
    March 31,
     
(Dollars and Shares in Millions, Except Per Share Data)   2006   2005
 
Net income
    $1,153       $1,071  
     
Average common shares outstanding
    1,801       1,852  
Net effect of the assumed purchase of stock based on the treasury stock method for options and stock plans
    25       28  
     
Average diluted common shares outstanding
    1,826       1,880  
     
Earnings per common share
    $.64       $.58  
Diluted earnings per common share
    $.63       $.57  
 
For the three months ended March 31, 2006 and 2005, options to purchase 8 million and 15 million shares, respectively, were outstanding but not included in the computation of diluted earnings per common share because they were antidilutive.
Note 9 Employee Benefits
The components of net periodic benefit cost (income) for the Company’s retirement plans were:
                                   
    Three Months
    Ended March 31,
     
        Post Retirement
    Pension Plans   Medical Plans
     
(Dollars in Millions)   2006   2005   2006   2005
 
Components of net periodic benefit cost (income)
                               
 
Service cost
    $18       $16       $1       $1  
 
Interest cost
    30       28       3       4  
 
Expected return on plan assets
    (48 )     (49 )            
 
Net amortization and deferral
    (2 )     (2 )            
 
Recognized actuarial loss
    23       15              
     
Net periodic benefit cost (income)
    $21       $8       $4       $5  
 
Note 10 Stock-based Compensation
As part of its employee and director compensation programs, the Company may grant certain stock awards under the provisions of the existing stock compensation plans, including plans assumed in acquisitions. The plans provide for grants of options to purchase shares of common stock at a fixed price equal to the fair value of the underlying stock at the date of grant. Option grants are generally exercisable up to ten years from the date of grant. In addition, the plans provide for grants of shares of common stock or stock units that are subject to restriction on transfer prior to vesting. Most stock awards vest over three to five years and are subject to forfeiture if certain vesting requirements are not met.
     In December 2004, the Financial Accounting Standards Board issued SFAS 123R. SFAS 123R requires companies to measure the cost of employee services in exchange for equity instruments based on the grant-date fair value of the award. This statement eliminates the use of the alternative intrinsic value method of accounting that was allowed when SFAS 123 was originally issued. The provisions of this statement were effective for the Company beginning on January 1, 2006. The Company adopted SFAS 123R using the modified retrospective method. Because the Company retroactively adopted the fair value method in 2003, the impact of expensing stock-based awards was already recorded in the Company’s financial results. In conjunction with the adoption of SFAS 123R, the Company changed from an accelerated to a straight-line method of expense attribution effective January 1, 2006, for new stock-based awards. The impact of changing from accelerated to straight-line amortization for new awards will reduce expenses by approximately $33 million ($20 million after tax) in 2006. In addition, the Company recognized $13 million of stock-based compensation expense in the first quarter, for awards granted in the current year, related to certain provisions of SFAS 123R that require immediate expense recognition of the value of stock awards to employees that
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meet retiree status, despite their continued active employment. At March 31, 2006, there were 13 million shares (subject to adjustment for forfeitures) available for grant under various plans.
The following is a summary of stock options outstanding and exercised under various stock options plans of the Company:
                                                                   
    2006   2005
     
        Weighted-       Weighted-    
        Average       Weighted-   Average   Aggregate
        Weighted-   Remaining   Aggregate       Average   Remaining   Intrinsic
    Stock   Average   Contractual   Intrinsic Value   Stock   Exercise   Contractual   Value
Three Months Ended March 31,   Options/Shares   Exercise Price   Term   (in millions)   Options/Shares   Price   Term   (in millions)
 
Stock option plans
                                                               
Number outstanding at beginning of period
    125,983,461       $24.38                       134,727,285       $23.41                  
 
Granted
    11,321,342       29.99                       11,282,801       30.24                  
 
Exercised
    (8,360,592 )     21.03                       (4,265,364 )     20.73                  
 
Cancelled (a)
    (484,983 )     27.19                       (902,300 )     24.47                  
     
Number outstanding at end of period (b)
    128,459,228     $ 25.08       5.3       $696       140,842,422       $24.03       5.7       $674  
Exercisable at end of period
    96,823,258       $24.14       4.2       $616       102,391,861       $23.65       4.8       $529  
 
(a) Options cancelled includes both non-vested (i.e., forfeitures) and vested options.
(b) Outstanding options include stock-based awards that may be forfeited in future periods, however, the impact of estimated forfeitures is reflected in compensation expense.
     The weighted-average grant-date fair value of options granted during the quarter ending March 31, 2006 and March 31, 2005 was $6.34 and $6.71, respectively. The total intrinsic value of options exercised during the quarter ended March 31, 2006 and 2005, was $80 million and $41 million, respectively. The total fair value of option shares vested during the quarter ended March 31, 2006 and 2005, was $40 million and $45 million, respectively.
     Cash received from option exercises under all share-based payment arrangements for the periods ending March 31, 2006 and 2005, was $176 million and $88 million, respectively. The tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements totaled $30 million and $15 million, respectively, for the periods ending March 31, 2006, and March 31, 2005. To satisfy share option exercises, the Company predominantly uses treasury stock.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, requiring the use of subjective assumptions. The following table includes the assumptions utilized by the Company for the periods ending March 31:
                 
    2006   2005
 
Risk-free interest rate
    4.3 %     3.6 %
Dividend yield
    4.0 %     3.5 %
Stock volatility factor
    .28       .29  
Expected life of options (in years)
    5.4       5.4  
 
     Expected stock volatility is based on several factors including the historical volatility of the Company’s stock, implied volatility determined from traded options and other factors. The Company uses historical data to estimate option exercises and employee terminations to estimate the expected life of options. The risk-free interest rate for the expected life of the options is based on the U.S. Treasury yield curve in effect on the date of grant. The expected dividend yield is based on the Company’s expected dividend yield over the life of the options.
Additional information regarding stock options outstanding as of March 31, 2006, is as follows:
                                         
    Options Outstanding   Exercisable Options
     
        Weighted-    
        Average   Weighted-       Weighted-
        Remaining   Average       Average
        Contractual   Exercise       Exercise
Range of Exercise Prices   Shares   Life (Years)   Price   Shares   Price
 
$5.05 — $10.00
    36,260       .9       $7.70       36,260       $7.70  
$10.01 — $15.00
    1,307,245       1.8       11.52       1,307,245       11.52  
$15.01 — $20.00
    17,931,099       4.8       18.80       17,756,556       18.79  
$20.01 — $25.00
    48,876,301       4.9       22.37       42,073,940       22.48  
$25.01 — $30.00
    45,574,643       5.3       28.94       28,905,113       28.61  
$30.01 — $35.00
    14,446,434       6.8       30.91       6,456,898       31.73  
$35.01 — $36.95
    287,246       1.1       35.90       287,246       35.90  
     
      128,459,228       5.3       $25.08       96,823,258       $24.14  
 
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A summary of the status of the Company’s restricted shares of stock is presented below:
                                   
    2006   2005
     
        Weighted-       Weighted-
        Average       Average
        Grant-Date       Grant-Date
Three Months Ended March 31,   Shares   Fair Value   Shares   Fair Value
 
Nonvested shares
                               
Number outstanding at beginning of period
    2,644,171       $26.73       2,265,625       $25.06  
 
Granted
    851,492       29.98       908,342       30.12  
 
Cancelled/vested
    (423,392 )     29.24       (335,416 )     26.80  
 
Forfeited
    (35,021 )     29.43       (21,550 )     28.80  
     
Number outstanding at end of period
    3,037,250       $27.26       2,817,001       $26.45  
 
     The total fair value of shares vested during the periods ending March 31, 2006 and 2005 was $13 million and $10 million, respectively.
     Stock-based compensation expense was $36 million in the first quarter of 2006, compared with $34 million in the first quarter of 2005. At the time employee stock options expire, are exercised or cancelled, the Company determines the tax benefit associated with the stock award and under certain circumstances may be required to recognize an adjustment to tax expense. On an after-tax basis, stock-based compensation was $22 million and $21 million for periods ending March 31, 2006, and 2005, respectively. As of March 31, 2006, there was $156 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 3.0 years.
Note 11 Income Taxes
The components of income tax expense were:
                   
    Three Months Ended
    March 31,
     
(Dollars in Millions)   2006   2005
 
Federal
               
Current
    $581       $423  
Deferred
    (82 )     64  
     
 
Federal income tax
    499       487  
State
               
Current
    68       60  
Deferred
    (6 )     5  
     
 
State income tax
    62       65  
     
 
Total income tax provision
    $561       $552  
 
A reconciliation of expected income tax expense at the federal statutory rate of 35 percent to the Company’s applicable income tax expense follows:
                   
    Three Months Ended
    March 31,
     
(Dollars in Millions)   2006   2005
 
Tax at statutory rate (35 percent)
    $600       $568  
State income tax, at statutory rates, net of federal tax benefit
    40       42  
Tax effect of
               
 
Tax credits
    (58 )     (40 )
 
Tax-exempt income
    (20 )     (14 )
 
Other items
    (1 )     (4 )
     
Applicable income taxes
    $561       $552  
 
The Company’s net deferred tax liability was $1,340 million at March 31, 2006, and $1,615 million at December 31, 2005.
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Note 12 Guarantees and Contingent Liabilities
The following table is a summary of the guarantees and contingent liabilities of the Company at March 31, 2006:
                 
        Maximum
        Potential
    Carrying   Future
(Dollars in Millions)   Amount   Payments
 
Standby letters of credit
    $77       $10,831  
Third-party borrowing arrangements
    7       463  
Securities lending indemnifications
          13,516  
Asset sales (a)
    8       799  
Merchant processing
    54       54,579  
Other guarantees
    22       3,632  
Other contingent liabilities
    13       1,755  
 
(a) The maximum potential future payments does not include loans sales where the Company provides standard representations and warranties to the buyer against losses related to loan underwriting documentation. For these types of loans sales, the maximum potential future payments are not readily determinable because the Company’s obligation under these agreements depends upon the occurrence of future events.
The Company, through its subsidiaries, provides merchant processing services. Under the rules of credit card associations, a merchant processor retains a contingent liability for credit card transactions processed. This contingent liability arises in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder’s favor. In this situation, the transaction is “charged back” to the merchant and the disputed amount is credited or otherwise refunded to the cardholder. If the Company is unable to collect this amount from the merchant, it bears the loss for the amount of the refund paid to the cardholder.
     The Company currently processes card transactions for several airlines in the United States. In the event of liquidation of these airlines, the Company could become financially liable for refunding tickets purchased through the credit card associations under the charge-back provisions. Charge-back risk related to an airline is evaluated in a manner similar to credit risk assessments and, as such, merchant processing contracts consider the potential risk of default. At March 31, 2006, the value of airline tickets purchased to be delivered at a future date was $3.2 billion, and the Company held collateral of $1.9 billion in escrow deposits, letters of credit and liens on various assets.
     The Company is subject to various litigation, investigations and legal and administrative cases and proceedings that arise in the ordinary course of its businesses. Due to their complex nature, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, the Company believes that the aggregate amount of such liabilities will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
     For information on the nature of the Company’s guarantees and contingent liabilities, please refer to Note 23 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
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U.S. Bancorp
Consolidated Daily Average Balance Sheet and Related Yields and Rates (a)
                                                                   
    For the Three Months Ended March 31,        
    2006   2005        
 
    Yields       Yields   % Change    
(Dollars in Millions)   Average       and   Average       and   Average    
(Unaudited)   Balances   Interest   Rates   Balances   Interest   Rates   Balances    
 
Assets
                                                           
Investment securities
  $39,680     $496       5.00 %   $42,813     $477       4.46 %     (7.3 )%    
Loans held for sale
    1,669       26       6.27       1,429       21       5.83       16.8      
Loans (b)
                                                           
 
Commercial
    43,925       690       6.36       40,997       577       5.69       7.1      
 
Commercial real estate
    28,616       497       7.04       27,504       413       6.09       4.0      
 
Residential mortgages
    20,987       294       5.62       15,827       218       5.55       32.6      
 
Retail
    45,851       857       7.58       43,326       709       6.63       5.8      
                               
   
Total loans
    139,379       2,338       6.79       127,654       1,917       6.08       9.2      
Other earning assets
    2,373       43       7.33       1,398       27       7.88       69.7      
                               
   
Total earning assets
    183,101       2,903       6.40       173,294       2,442       5.69       5.7      
Allowance for loan losses
    (2,059 )                     (2,114 )                     2.6      
Unrealized gain (loss) on available-for-sale securities
    (799 )                     (261 )                     *      
Other assets
    29,782                       26,016                       14.5      
                                               
   
Total assets
  $210,025                     $196,935                       6.6      
                                               
Liabilities and Shareholders’ Equity
                                                           
Noninterest-bearing deposits
  $28,837                     $28,417                       1.5      
Interest-bearing deposits
                                                           
 
Interest checking
    23,141       45       .78       23,146       31       .54            
 
Money market savings
    27,378       116       1.72       30,264       70       .93       (9.5 )    
 
Savings accounts
    5,689       4       .29       5,968       4       .31       (4.7 )    
 
Time certificates of deposit less than $100,000
    13,505       114       3.42       12,978       86       2.70       4.1      
 
Time deposits greater than $100,000
    21,613       224       4.20       18,650       117       2.54       15.9      
                               
   
Total interest-bearing deposits
    91,326       503       2.23       91,006       308       1.37       .4      
Short-term borrowings
    24,356       272       4.54       15,606       112       2.91       56.1      
Long-term debt
    38,229       403       4.26       35,440       271       3.09       7.9      
                               
   
Total interest-bearing liabilities
    153,911       1,178       3.10       142,052       691       1.97       8.3      
Other liabilities
    7,129                       6,663                       7.0      
Shareholders’ equity
                                                           
 
Preferred equity
    55                                             *      
 
Common equity
    20,093                       19,803                       1.5      
                                               
   
Total shareholders’ equity
    20,148                       19,803                       1.7      
                                               
     
Total liabilities and shareholders’ equity
  $210,025                     $196,935                       6.6  %    
                                         
Net interest income
          $1,725                     $1,751                      
                                               
Gross interest margin
                    3.30 %                     3.72 %            
                                               
Gross interest margin without taxable-equivalent increments
                    3.28                       3.70              
                                               
Percent of Earning Assets
                                                           
Interest income
                    6.40 %                     5.69 %            
Interest expense
                    2.60                       1.61              
                                               
Net interest margin
                    3.80 %                     4.08 %            
                                               
Net interest margin without taxable-equivalent increments
                    3.78 %                     4.06 %            
           
 * Not meaningful
(a) Interest and rates are presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Interest income and rates on loans include loan fees. Nonaccrual loans are included in average loan balances.
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Part II — Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds — Refer to the “Capital Management” section within Management’s Discussion and Analysis in Part I for information regarding shares repurchased by the Company during the first quarter of 2006.
Item 4. Submission of Matters to a Vote of Security Holders — The 2006 Annual Meeting of Shareholders of U.S. Bancorp was held Tuesday, April 18, 2006, at the San Diego Marriott Gaslamp Quarter, San Diego, California. Jerry A. Grundhofer, Chairman and Chief Executive Officer, presided.
The holders of 1,584,359,811 shares of common stock, 88.0 percent of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy. The candidates for election as Class II Directors listed in the proxy statement were elected to serve three-year terms expiring at the annual shareholders’ meeting in 2009, and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2006, was ratified. The proposal to approve the U.S. Bancorp 2006 Executive Incentive Plan and the shareholder proposal urging the declassification of the Board of Directors were approved. The shareholder proposal urging the adoption of a policy that shareholders be given an opportunity to annually approve the report of our Compensation Committee was not approved.
Summary of Matters Voted Upon by Shareholders
                                 
    Number of Shares
     
    For   Withheld        
 
Election of Class II Directors:
                               
Peter H. Coors
    1,542,275,423       42,084,388                  
Jerry A. Grundhofer
    1,538,133,298       46,226,513                  
Patrick T. Stokes
    1,536,044,686       48,315,125                  
                                 
                Broker
    For   Against   Abstain   Non-Vote
 
Ratification of Independent Auditors
    1,369,245,625       202,034,322       13,079,863          
Proposal to Approve the U.S. Bancorp 2006 Executive Incentive Plan
    1,079,661,610       215,205,261       25,950,216       263,542,724  
Proposal to Declassify the Board of Directors
    913,649,819       379,422,057       28,600,219       262,687,716  
Proposal to Annually Approve the Compensation Committee Report
    521,840,901       756,795,455       43,114,237       262,609,218  
 
For a copy of the meeting minutes, please write to the Office of the Corporate Secretary, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402.
Item 6. Exhibits
     
3.1
  Restated Certificate of Incorporation, as amended.
10.1
  U.S. Bancorp 2006 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 21, 2006).
12
  Computation of Ratio of Earnings to Fixed Charges
31.1
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2
  Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
U.S. Bancorp 41


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  U.S. BANCORP
  By:  /s/ Terrance R. Dolan
 
 
  Terrance R. Dolan
  Executive Vice President and Controller
  (Chief Accounting Officer and Duly Authorized Officer)
DATE: May 10, 2006
42 U.S. Bancorp


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EXHIBIT 12
Computation of Ratio of Earnings to Fixed Charges
                 
    Three Months Ended
(Dollars in Millions)   March 31, 2006
 
Earnings
1.
  Net income   $1,153  
2.
  Applicable income taxes     561  
               
3.
  Income before income taxes (1 + 2)   $1,714  
               
4.
  Fixed charges:        
    a.   Interest expense excluding interest on deposits   $673  
    b.   Portion of rents representative of interest and amortization of debt expense     18  
               
    c.   Fixed charges excluding interest on deposits (4a + 4b)     691  
    d.   Interest on deposits     503  
               
    e.   Fixed charges including interest on deposits (4c + 4d)   $1,194  
               
5.
  Amortization of interest capitalized   $—  
6.
  Earnings excluding interest on deposits (3 + 4c + 5)     2,405  
7.
  Earnings including interest on deposits (3 + 4e + 5)     2,908  
8.
  Fixed charges excluding interest on deposits (4c)     691  
9.
  Fixed charges including interest on deposits (4e)     1,194  
Ratio of Earnings to Fixed Charges        
10.
  Excluding interest on deposits (line 6/line 8)     3.48  
11.
  Including interest on deposits (line 7/line 9)     2.44  
 
U.S. Bancorp 43


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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Jerry A. Grundhofer, certify that:
(1)  I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;
 
(2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
(4)  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;  and
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
  /s/ Jerry A. Grundhofer
 
 
  Jerry A. Grundhofer
  Chief Executive Officer
Dated: May 10, 2006
44 U.S. Bancorp


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EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David M. Moffett, certify that:
(1)  I have reviewed this Quarterly Report on Form 10-Q of U.S. Bancorp;
 
(2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
(4)  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
  /s/ David M. Moffett
 
 
  David M. Moffett
  Chief Financial Officer
Dated: May 10, 2006
U.S. Bancorp 45


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EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of U.S. Bancorp, a Delaware corporation (the “Company”), do hereby certify that:
(1)  The Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)  The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
/s/ Jerry A. Grundhofer   /s/ David M. Moffett
     
Jerry A. Grundhofer   David M. Moffett
Chief Executive Officer   Chief Financial Officer
Dated: May 10, 2006
46 U.S. Bancorp


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Corporate Information
Executive Offices
U.S. Bancorp
800 Nicollet Mall
Minneapolis, MN 55402
Common Stock Transfer Agent and Registrar
Mellon Investor Services acts as our transfer agent and registrar, dividend paying agent and dividend reinvestment plan administrator, and maintains all shareholder records for the corporation. Inquiries related to shareholder records, stock transfers, changes of ownership, lost stock certificates, changes of address and dividend payment should be directed to the transfer agent at:
Mellon Investor Services
P.O. Box 3315
South Hackensack, NJ 07606-1915
Phone: 888-778-1311 or 201-680-4000
Internet: melloninvestor.com
For Registered or Certified Mail:
Mellon Investor Services
480 Washington Boulevard
Jersey City, NJ 07310
Telephone representatives are available weekdays from 8:00 a.m. to 6:00 p.m. Central Time, and automated support is available 24 hours a day, 7 days a week. Specific information about your account is available on Mellon’s Internet site by clicking on the “Investor ServiceDirectsm” link.
Independent Auditors
Ernst & Young LLP serves as the independent auditors of U.S. Bancorp’s financial statements.
Common Stock Listing and Trading
U.S. Bancorp common stock is listed and traded on the New York Stock Exchange under the ticker symbol USB.
Dividends and Reinvestment Plan
U.S. Bancorp currently pays quarterly dividends on our common stock on or about the 15th day of January, April, July and October, subject to approval by our Board of Directors. U.S. Bancorp shareholders can choose to participate in a plan that provides automatic reinvestment of dividends and/or optional cash purchase of additional shares of U.S. Bancorp common stock. For more information, please contact our transfer agent, Mellon Investor Services. See above.
Investment Community Contacts
Judith T. Murphy
Senior Vice President, Investor Relations
judith.murphy@usbank.com
Phone: 612-303-0783 or 866-775-9668
Financial Information
U.S. Bancorp news and financial results are available through our web site and by mail.
Web site. For information about U.S. Bancorp, including news, financial results, annual reports and other documents filed with the Securities and Exchange Commission, access our home page on the Internet at usbank.com, click on About U.S. Bancorp, then Investor/Shareholder Information.
Mail. At your request, we will mail to you our quarterly earnings, news releases, quarterly financial data reported on Form 10-Q and additional copies of our annual reports. Please contact:
U.S. Bancorp Investor Relations
800 Nicollet Mall
Minneapolis, Minnesota 55402
investorrelations@usbank.com
Phone: 612-303-0799 or 866-775-9668
Media Requests
Steven W. Dale
Senior Vice President, Media Relations
steve.dale@usbank.com
Phone: 612-303-0784
Privacy
U.S. Bancorp is committed to respecting the privacy of our customers and safeguarding the financial and personal information provided to us. To learn more about the U.S. Bancorp commitment to protecting privacy, visit usbank.com and click on Privacy Pledge.
Code of Ethics
U.S. Bancorp places the highest importance on honesty and integrity. Each year, every U.S. Bancorp employee certifies compliance with the letter and spirit of our Code of Ethics and Business Conduct, the guiding ethical standards of our organization. For details about our Code of Ethics and Business Conduct, visit usbank.com and click on About U.S. Bancorp, then Ethics at U.S. Bank.
Diversity
U.S. Bancorp and our subsidiaries are committed to developing and maintaining a workplace that reflects the diversity of the communities we serve. We support a work environment where individual differences are valued and respected and where each individual who shares the fundamental values of the company has an opportunity to contribute and grow based on individual merit.
Equal Employment Opportunity/Affirmative Action
U.S. Bancorp and our subsidiaries are committed to providing Equal Employment Opportunity to all employees and applicants for employment. In keeping with this commitment, employment decisions are made based upon performance, skill and ability, not race, color, religion, national origin or ancestry, gender, age, disability, veteran status, sexual orientation or any other factors protected by law. The corporation complies with municipal, state and federal fair employment laws, including regulations applying to federal contractors.
U.S. Bancorp, including each of our subsidiaries, is an Equal Opportunity Employer committed to creating a diverse workforce.
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