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Logo of First Bank System] [LOGO OF FIRST BANK SYSTEM] FIRST BANK SYSTEM 1994 INTEGRATED ANNUAL REPORT AND FORM 10-K (See page 78 for 10-K cover page and cross-reference table) -COVER- Locations [MAP OF UNITED STATES APPEARS ON THIS PAGE] Iowa, Kansas, Nebraska and Wyoming were added as the result of the Metropolitan Financial Corporation acquisition in January, 1995. ABOUT THE COMPANY First Bank System, Inc., (FBS) is a regional bank holding company serving 11 Midwestern and Rocky Mountain states through more than 300 locations. Headquartered in Minneapolis, FBS is the 26th largest U.S. commercial bank holding company with $34.1 billion in assets. Our market capitalization is now over $5 billion, placing us among the top 20 U.S. banks. This reflects our January 24, 1995, acquisition of Metropolitan Financial Corporation (MFC). FBS has four core businesses and a culture that is focused on creating value for shareholders. Our banking franchise has leading market shares in most of our region's major markets. We are a leader in electronic payment systems, as the nation's largest issuer of Visa Corporate and Purchasing Cards, and as the seventh largest processor of Visa and MasterCard transactions. Our Commercial Bank's focus on building strong client relationships has translated into attractive returns for shareholders. We are among the 10 largest providers of corporate trust services and our investment management services are growing rapidly. These attributes have made us one of the nation's top performing banks. The purpose of this report is to reflect FBS's financial condition at December 31, 1994, and therefore it does not include MFC. To obtain a copy of our supplemental restated financials on Form 8-K, which include MFC, please turn to the inside back cover for instructions. FBS is listed on the New York Stock Exchange under the ticker symbol FBS and FtBkSy. RETURN ON AVERAGE COMMON EQUITY (Percent) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] EARNINGS PER SHARE (Dollars) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] SHAREHOLDERS' EQUITY TO ASSETS RATIO (Percent) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] [INSIDE FRONT COVER] Financial Summary % Change (Dollars in Millions, Except Per Share Amounts) 1994 1993 1993-1994 - -------------------------------------------------------------------------------- FOR THE YEAR Income before Merger-related Charges............. $ 419.8 $ 348.0 20.6 Merger-related Charges........................... - (50.0) ** ----------------- Net Income....................................... $ 419.8 $ 298.0 40.9 ================= PER COMMON SHARE Income before Merger-related Charges............. $ 3.57 $ 2.83 26.1 Merger-related Charges........................... - (.44) ** ----------------- Net Income....................................... $ 3.57 $ 2.39 49.4 ================= Dividends Paid................................... $ 1.16 $ 1.00 16.0 Common Shareholders' Equity...................... $ 19.25 $ 18.09 6.4 ----------------- RETURN ON AVERAGE ASSETS Before Merger-related Charges.................... 1.63% 1.36% ** Merger-related Charges........................... - (0.19) ** ----------------- Return on Average Assets......................... 1.63% 1.17% ** ================= RETURN ON AVERAGE COMMON EQUITY Before Merger-related Charges.................... 19.3% 16.4% ** Merger-related Charges........................... - (2.6) ** ----------------- Return on Average Common Equity.................. 19.3% 13.8% ** ================= Net Interest Margin.............................. 5.28% 5.07% ** Efficiency Ratio before Merger-related Charges... 57.2% 59.8% ** AT YEAR END Loans............................................ $19,281 $18,779 2.7% Allowance for Credit Losses...................... 434 423 2.6 Assets........................................... 26,219 26,385 (.6) Total Shareholders' Equity....................... 2,275 2,245 1.3 Common Equity to Total Assets.................... 8.3% 7.5% ** Shareholders' Equity to Total Assets............. 8.7 8.5 ** Tier 1 Capital Ratio............................. 8.0 9.2 ** Total Risk-based Capital Ratio................... 12.5 13.3 ** **Not meaningful Letter to Shareholders 2 FBS Priorities 4 Management's Discussion & Analysis 14 Consolidated Financial Statements 39 Five-Year Consolidated Financial Statements 70 Quarterly Consolidated Financial Data 74 Form 10-K 78 Executive Officers & Directors 82 FBS Locations 83 Corporate Data 84 RETURN ON AVERAGE ASSETS* (Percent) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] EFFICIENCY RATIO* (Percent) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] ALLOWANCE COVERAGE RATIO OF NONPERFORMING LOANS (Percent) [PERFORMANCE BAR GRAPH APPEARS ON THIS PAGE] To Our Shareholders - ------------------- When I think about the growth prospects for First Bank System, I am optimistic because we derive tremendous leverage from our ability to increase revenues against a low cost structure. While this formula for earnings growth is simple and straightforward, developing the means to execute it is not. Over the past several years, we have built an ingrained cost control discipline that focuses on value in each decision. Strong, fee-generating payment systems businesses complement our core banking franchise. Our retail banking paradigm quickly brings new products to market through a multiple distribution system attuned to customer needs. Innovation, speed, and productivity permeate our culture, so that our strategic advantages translate into daily action. SHAREHOLDER FOCUS As we have said consistently over the past five years, we strive for profits, not size. We have built shareholder value analysis into our budgeting and management processes, which provides a disciplined method for allocating resources to high-growth businesses. Our goal is to build a quality earnings stream - one that combines stability and diversity- to weather any industry or economic climate. In short, we are managing First Bank System to be a superior long-term investment. Our shareholder focus also guides us in deciding what we won't do. We won't play the yield curve with bets on the direction of interest rates. Several banks that did were hurt this past year as rates climbed. Nor will we make acquisitions that don't make economic sense or don't create value for existing FBS shareholders. The penalty for overpaying for acquisitions is harsh and long in terms of lost credibility and diminished financial performance. GROWTH POTENTIAL First Bank System is sustaining growth in two ways. First, we are expanding market share in key segments of our core banking businesses, which operate in a region where employment, household incomes, and loan delinquency rates are better than the national averages. For example, our portfolio of home equity loans has grown an average of 26 percent annually over the past five years. Loans to small- and medium-sized businesses have achieved strong increases for three consecutive years. The tremendous growth of our WorldPerks(R) credit card business has created huge cross-selling opportunities. Investment product sales are growing rapidly. Innovative new products, improved customer service, and a developing sales culture should fuel continued market share growth in these core businesses. New businesses are contributing an important second growth stream. In just five years, we turned our corporate and purchasing card businesses from test products into the nation's largest Visa issuers. Merchant processing continues to grow rapidly, placing First Bank nationally among the industry's largest providers. This report includes separate financial information on these increasingly important payment systems products. These and other fee-generating businesses accounted for more than one-third of our total revenue. OVER THE PAST FIVE YEARS, THE TOTAL RETURN OF FIRST BANK SYSTEM'S STOCK HAS GROWN AT A COMPOUNDED ANNUAL RATE OF 19.4 PERCENT. FIVE-YEAR TOTAL RETURN (Percent) [PERFORMANCE GRAPH APPEARS HERE] 2 - - As for acquisitions, we're content to wait for the right opportunity at the right price. But once we make an acquisition, we move quickly. Thanks to our standardized products and centralized operations, we can fully integrate an acquired bank's products and operations with our own much faster than other banks. For example, we will complete the integration of the $8 billion-asset Metropolitan Financial Corporation within just one month of closing. Speedy integration means we achieve a higher level of cost takeouts and see the results faster than other banks. We will continue to pursue value-creating acquisitions. However, if acquisition prices are too high, we will simply continue to buy back stock, increase dividends, or both. During the past two years, we have repurchased $700 million of common and preferred stock. In 1995, we increased the dividend by 25 percent, to $1.45 per share, and announced our intention to repurchase 16 million shares of common stock by the end of 1996. COST CONTROL We have fortified the expense side of our leverage equation with standardized products and centralized operations. Because we support virtually all products with a single set of systems, we can add significant new business while adding little incremental cost. Another key factor is our compensation system, which ties pay to profitable revenue generation. All of our employees are eligible for variable pay, and nearly a fifth of our people have a substantial portion of their total compensation based on the performance of FBS, their business line, and their individual results. In addition,
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