<PAGE>   1
================================================================================


                       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 SEPTEMBER 30, 1995

                           COMMISSION FILE NO. 0-3505

                                  U. S. BANCORP
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  Oregon                                   93-0571730
     (State or other jurisdiction of           (IRS Employer Identification No.)
      incorporation or organization)


          111 S.W. Fifth Avenue                              97204
             Portland, Oregon                              (Zip Code)
 (Address of principal executive offices)

                                 (503) 275-6111
              (Registrant's telephone number, including area code)

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X       No
                                 -----        -----

Number of shares of Common Stock, par value $5, outstanding at October 31, 1995:
97,498,548 shares.


================================================================================
<PAGE>   2

                                  U. S. BANCORP

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                         PAGE
                                                                                                         ----
             <S>          <C>                                                                            <C>
             Item 1.      Financial Statements
                          Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Consolidated Statement of Income . . . . . . . . . . . . . . . . . . . . . .   5
                          Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . .   7
                          Consolidated Statement of Changes in Shareholders' Equity  . . . . . . . . .   9
                          Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . . . . .  10

             Item 2.      Management's Discussion and Analysis of
                            Financial Condition and Results of Operations  . . . . . . . . . . . . . .  12

PART II - OTHER INFORMATION

             Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . .  31
             Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . .  31


Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
Exhibit Index  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

</TABLE>


                                       2

<PAGE>   3
PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                          U.S. BANCORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                               September 30,        December 31,       September 30,
In Thousands                                                       1995                1994                1994
------------                                                       ----                ----                ----
<S>                                                            <C>                  <C>                <C>
ASSETS
Cash and due from banks                                         $ 1,483,046         $ 1,488,743         $ 1,434,518
Interest-bearing deposits with banks                                  1,113               1,461               1,631
Federal funds sold and security resell agreements                   172,769             429,366             384,195
Other short-term investments                                          8,606               9,287              10,145
Trading account securities                                          172,943             137,194             173,081
Loans held for sale                                                  95,910             148,179              99,326
Securities available for sale, at fair value (amortized cost:
  $1,213,117, $1,411,764 and $1,369,982, respectively)            1,236,836           1,369,437           1,346,262
Securities held to maturity, at amortized cost (fair value:
  $1,175,196, $1,342,638 and $1,499,411, respectively)            1,173,697           1,404,835           1,534,272
Loans and lease financing, net of unearned income
  Commercial                                                      7,936,478           7,384,593           7,330,303
  Foreign                                                            57,143              49,834              79,136
  Real estate construction                                          743,050             667,177             669,211
  Real estate mortgage                                            3,038,151           2,946,541           2,860,591
  Consumer                                                        3,436,839           3,737,973           3,639,458
  Lease financing                                                   903,237             819,599             766,757
                                                                -----------         -----------         -----------
Total loans and lease financing                                  16,114,898          15,605,717          15,345,456
Allowance for credit losses                                        (318,261)           (305,802)           (298,683)
                                                                -----------         -----------         -----------
Net loans and lease financing                                    15,796,637          15,299,915          15,046,773
Premises, furniture and equipment                                   514,445             544,701             542,982
Other real estate and equipment owned                                34,305              22,676              26,002
Customers' liability on acceptances                                 291,173             225,229             226,657
Other assets                                                        619,356             735,386             683,385
                                                                -----------         -----------         -----------
                                                                $21,600,836         $21,816,409         $21,509,229
                                                                ===========         ===========         ===========
</TABLE>


See Notes to Financial Statements.


                                        3
<PAGE>   4

                          U.S. BANCORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  (CONTINUED)

<TABLE>
<CAPTION>

                                                    September 30,        December 31,       September 30,
In Thousands                                            1995                1994                1994
------------                                            ----                ----                ----
<S>                                                 <C>                  <C>                <C>
LIABILITIES
Deposits:
  Noninterest-bearing deposits                       $ 4,071,392         $ 4,021,659         $ 3,936,646
  NOW accounts and interest checking                   1,912,780           2,071,293           2,156,201
  Savings                                              1,262,701           1,612,356           1,760,202
  Money market deposit accounts                        3,912,379           3,176,920           3,121,751
  Other time deposits                                  3,522,571           3,514,942           3,748,388
  Time - $100,000 or more                                858,128             651,196             481,513
                                                     -----------         -----------         -----------
Total deposits                                        15,539,951          15,048,366          15,204,701

Federal funds purchased and security
  repurchase agreements                                1,862,465           2,783,503           2,110,484
Commercial paper                                         169,205             171,454             179,559
Other short-term borrowings                              483,282             393,587             395,260
Long-term debt                                           821,760             994,870           1,179,173
Accrued income taxes                                      90,337              47,245              59,404
Acceptances outstanding                                  291,173             225,229             226,657
Other liabilities                                        391,284             374,870             379,729
                                                     -----------         -----------         -----------
      Total liabilities                               19,649,457          20,039,124          19,734,967

SHAREHOLDERS' EQUITY
  Preferred stock                                        150,000             150,000             150,000
  Common stock                                           491,694             490,690             495,658
  Capital surplus                                        353,008             350,612             369,607
  Retained earnings                                      943,411             811,808             774,157
  Net unrealized gain (loss) on securities
    available for sale, net of tax                        13,266             (25,825)            (15,160)
                                                     -----------         -----------         -----------
Total shareholders' equity                             1,951,379           1,777,285           1,774,262
                                                     -----------         -----------         -----------
                                                     $21,600,836         $21,816,409         $21,509,229
                                                     ===========         ===========         ===========
</TABLE>



See Notes to Financial Statements.



                                        4
<PAGE>   5

                          U.S. BANCORP AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>


                                                  Third Quarter Ended                Nine Months Ended
                                                     September 30,                     September 30,
In Thousands,                                     -------------------             -----------------------
Except Per Share Data                             1995           1994             1995               1994
---------------------                             ----           ----             ----               ----
<S>                                             <C>            <C>            <C>                <C>
INTEREST INCOME
Loans, including fees                           $379,906       $325,657       $1,113,403         $  912,410
Securities held to maturity                       18,790         22,838           60,515             72,462
Securities available for sale                     15,821         20,281           50,097             61,666
Loans held for sale                                2,025          3,810            8,113             22,828
Trading account securities                         2,367          2,200            7,089              6,617
Other interest income                              1,797          3,128            6,161              8,375
                                                --------       --------       ----------         ----------
Total interest income                            420,706        377,914        1,245,378          1,084,358
                                                --------       --------       ----------         ----------

INTEREST EXPENSE
Deposits                                         115,243         86,719          332,265            250,197
Short-term borrowings                             36,611         26,657          120,885             68,245
Long-term debt                                    14,889         17,011           45,667             53,473
                                                --------       --------       ----------         ----------
Total interest expense                           166,743        130,387          498,817            371,915
                                                --------       --------       ----------         ----------
NET INTEREST INCOME                              253,963        247,527          746,561            712,443
Provision for credit losses                       21,156         34,629           63,421             79,930
                                                --------       --------       ----------         ----------
Net interest income after
  provision for credit losses                    232,807        212,898          683,140            632,513

NONINTEREST REVENUES
Service charges on deposit accounts               36,656         38,235          112,279            113,757
Bank card revenue, net                            16,310         15,668           45,924             44,756
Trust and investment management                   12,323         12,032           38,586             37,765
Exchange fees                                      7,478          7,466           22,707             20,970
Insurance revenue                                  3,820          4,408           11,406             15,022
Other operating revenue                           22,332         15,884           70,516             57,640
Mortgage banking income, net                       1,610          3,352            5,095             17,473
Equity investment income (loss)                    2,795         (2,995)           3,270             (4,425)
Gain (loss) on sale of securities
 available for sale                                  617         (8,507)           2,307             (8,143)
Gain on sale of operations                           -           50,846              473             50,846
Credit reporting revenue                             -            3,902             -                13,212
                                                --------       --------       ----------        -----------
Total noninterest revenues                      $103,941       $140,291       $  312,563        $   358,873
                                                --------       --------       ----------        -----------
</TABLE>


See Notes to Financial Statements.


                                                                 5
<PAGE>   6

                         U.S. BANCORP AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                  (CONTINUED)

<TABLE>
<CAPTION>


                                                  Third Quarter Ended                Nine Months Ended
                                                     September 30,                     September 30,
In Thousands,                                    ----------------------         ------------------------
Except Per Share Data                              1995          1994             1995            1994
---------------------                              ----          ----             ----            ----
<S>                                              <C>           <C>              <C>             <C>
NONINTEREST EXPENSE
Employee compensation and benefits               $103,667      $116,457         $312,151        $367,811
Net occupancy expense                              15,907        17,101           47,800          49,622
Equipment rentals, depreciation
  and maintenance                                  22,772        25,037           71,100          75,364
Stationery, supplies and postage                   11,047        10,441           33,495          32,064
Regulatory agency fees                              3,252         9,748           22,598          29,880
Telecommunications                                  6,653         7,414           19,406          21,359
Amortization of intangibles                         4,090         6,205           13,767          17,166
Other operating expense                            37,813        73,355          126,178         177,539
Merger-related costs and business
 consolidation expenses                             2,989           -              9,444             -
Restructuring charge                                  -             -                -           100,000
                                                 --------      --------         --------        --------
Total noninterest expense                         208,190       265,758          655,939         870,805
                                                 --------      --------         --------        --------
Income before income taxes                        128,558        87,431          339,764         120,581
Provision for income taxes                         47,371        24,693          122,056          34,968
                                                 --------      --------         --------        --------
Net income                                       $ 81,187      $ 62,738         $217,708        $ 85,613
                                                 ========      ========         ========        ========
Net income applicable to
  common shareholders                            $ 78,140      $ 59,691         $208,567        $ 76,472
Per common share:
  Net income                                         $.79          $.60            $2.12            $.77
  Cash dividends declared                             .28           .25              .78             .69

Average number of common
  shares outstanding                               98,280        99,624           98,213          99,763

</TABLE>


See Notes to Financial Statements.

                                                  6
                                                                

<PAGE>   7

                          U.S. BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                         September 30,
                                                                  --------------------------
In Thousands                                                         1995             1994
------------                                                         ----             ----
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                      $ 217,708      $    85,613
   Adjustments to reconcile net income to net cash
    provided by operating activities
      Depreciation, amortization and accretion                       66,705           82,334
      Provision for credit losses                                    63,421           79,930
      Noncash portion of restructuring charge                           -             85,916
      Net gain on sales of operations                                  (473)         (50,846)
      Equity investment (income) loss                                (3,270)           3,822
      (Gain) loss on sales of securities available for sale          (2,307)           8,143
      Gain on sales of trading securities                           (12,577)          (2,755)
      Net gain on sales of loans and property                       (22,953)         (20,175)
      Net gain on sales of mortgage loan servicing rights               -               (563)
      Change in loans held for sale                                  54,022          579,317
      Change in trading account securities                          (21,828)          21,397
      Change in deferred loan fees, net of amortization               4,434            5,449
      Change in accrued interest receivable                          (6,024)             (84)
      Change in accrued interest payable                             19,931            1,078
      Change in other assets and liabilities, net                   138,420          (51,637)
                                                                   --------      -----------
        Net cash provided by operating activities                   495,209          826,939
                                                                   --------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of interest-earning
    deposits of nonbank subsidiaries                                  9,918            7,980
  Purchase of interest-earning deposits by nonbank subsidiaries     (10,026)          (8,827)
  Net decrease in investments in interest-
    earning deposits by banking subsidiaries                          1,778            1,478
  Proceeds from maturities of securities held to maturity           229,742          602,014
  Purchase of securities held to maturity                               -           (360,985)  
  Proceeds from maturities of securities available for sale         173,983          182,464
  Purchase of securities available for sale                        (648,480)        (247,797)
  Proceeds from sale of securities available for sale               664,227          280,132
  Proceeds from sales of equity investments                           3,851              110
  Purchase of equity investments                                    (25,659)         (16,819)
  Principal collected on loans by nonbank subsidiaries              753,894          632,639
  Loans made to customers by nonbank subsidiaries                  (895,887)        (647,578)
  Net increase in loans by banking subsidiaries                    (463,528)      (1,155,977)
  Proceeds from sales of loans                                       14,660           31,669
  Proceeds from sales of premises and equipment                      28,767           12,520
  Purchase of premises and equipment                                (45,038)         (85,411)
  Proceeds from sale of foreclosed assets                            31,431           30,216
  Proceeds from sale of mortgage loan servicing rights                  -             24,592
  Purchase of mortgage loan servicing rights                            -             (1,044)
  Acquisitions/dispositions, net of cash and cash equivalents        11,389          152,661
                                                                   --------      -----------
        Net cash used in investing activities                      (164,978)        (559,963)
                                                                   --------      -----------
</TABLE>



See Notes to Financial Statements.



                                       7

<PAGE>   8

                         U.S. BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                    September 30,
                                                                             --------------------------
In Thousands                                                                   1995             1994
------------                                                                   ----             ----
<S>                                                                         <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Net change in deposits                                                    $  491,780       $ (304,690)
  Net change in short-term borrowings                                         (980,982)         279,882
  Proceeds from issuance of long-term debt                                     216,982          386,715
  Repayment of long-term debt                                                 (240,200)        (259,311)
  Proceeds from issuance of stock                                                5,049            9,745
  Common stock repurchased                                                      (2,351)         (31,507)
  Dividends paid                                                               (82,803)         (74,979)
                                                                            ----------       ----------
Net cash provided by (used in) financing activities                           (592,525)           5,855
                                                                            ----------       ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                       (262,294)         272,831

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                               1,918,109        1,545,882
                                                                            ----------       ----------

CASH AND CASH EQUIVALENTS AT PERIOD END                                     $1,655,815       $1,818,713
                                                                            ==========       ==========
Supplemental disclosures:
Cash paid during the period for:
  Interest                                                                  $  518,748       $  409,985
  Income taxes                                                                  97,662           66,186
Non-cash investing activities:                                              
  Transfer from loans to loans held for sale                                   240,169           95,633
  Transfer of investments from available for sale to held to maturity              -             41,895
  Fair value adjustment to securities available for sale                        66,010           53,755
  Income tax effect related to fair value adjustment                            23,786           20,470
  Transfer from loans to other real estate owned                                46,029           19,658
</TABLE>


See Notes to Financial Statements.


                                       8

<PAGE>   9


                         U.S. BANCORP AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                   September 30,
                                                                             --------------------------
In Thousands                                                                   1995              1994
------------                                                                   ----              ----
<S>                                                                         <C>               <C>
Shareholders' equity at beginning of period                                 $1,777,285        $1,818,195
Net income                                                                     217,708            85,613
Stock options exercised, dividends reinvested and
  other transactions                                                             5,399            13,209
Common stock repurchased                                                        (2,351)          (31,507)
Preferred dividends declared                                                    (9,140)           (9,140)
Common dividends declared                                                      (76,613)          (68,823)
Adjustment of available for sale securities to market
  value, net of deferred taxes                                                  39,091           (33,285)
                                                                            ----------        ----------
Shareholders' equity at end of period                                       $1,951,379        $1,774,262
                                                                            ==========        ==========
</TABLE>

See Notes to Financial Statements.

                                       9


<PAGE>   10

NOTES TO FINANCIAL STATEMENTS

1.       Principles of Consolidation

         The consolidated financial statements of U. S. Bancorp include the
accounts of U. S. Bancorp and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated. The foregoing financial
statements are unaudited; however, in the opinion of management, all adjustments
(comprised of normal recurring accruals) necessary for a fair presentation of
the interim financial statements have been included. A summary of U. S.
Bancorp's significant accounting policies is set forth in Note 1 to the
Consolidated Financial Statements in U. S. Bancorp's 1994 Form 10-K.

         The major banking subsidiaries of U. S. Bancorp include United States
National Bank of Oregon, U. S. Bank of Washington, N.A., U. S. Bank of
California, U. S. Bank of Nevada and U. S. Bank of Idaho, N.A.

2.       Commitments and Contingent Liabilities

         In the normal course of business there are various commitments and
contingent liabilities to extend credit and guarantees, which are not reflected
in the financial statements. Management does not anticipate any material loss as
a result of these transactions. Such commitments and contingent liabilities
include commitments to extend credit of $11.5 billion , $14.0 billion and $12.9
billion and standby letters of credit of $886 million, $676 million and $689
million at September 30, 1995, December 31, 1994 and September 30, 1994,
respectively.

3.       Recently Issued Accounting Pronouncements

         Effective January 1, 1995, U. S. Bancorp adopted Statement of Financial
Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a
Loan, as amended by SFAS No. 118. These statements address the disclosure
requirements and allocations of the allowance for credit losses for certain
impaired loans. A loan within the scope of these statements is considered
impaired when, based on current information and events, it is probable that a
creditor will be unable to collect all amounts due according to the contractual
terms of the loan agreement, including scheduled interest payments. These
statements do not apply to leases or large groups of smaller-balance homogeneous
loans which are collectively evaluated.

         When a loan has been identified as being impaired, the amount of the
impairment is measured by using discounted cash flows, except when it is
determined that the sole source of repayment for the loan is the operation or
liquidation of the underlying collateral. In such case, the current fair value
of the collateral, reduced by costs to sell, is used. When the measurement of
the impaired loan is less than the recorded investment in the loan (including
accrued interest, net deferred loan fees or costs, and unamortized premium or
discount), an impairment is recognized by creating or adjusting an allocation of
the allowance for credit losses. SFAS No. 114 does not change the timing of
charge-offs of loans to reflect the amount ultimately expected to be collected.



                                       10
<PAGE>   11


         When a loan is identified as impaired, interest accrued but not
received is reversed against interest income. Subsequent cash received by U. S.
Bancorp related to impaired loans is generally applied to reduce the principal
balance; only insignificant amounts of cash receipts have been recognized as
interest income in 1995.

         At September 30, 1995, U. S. Bancorp's recorded investment in loans for
which an impairment has been recognized totaled $111.7 million. Included in this
amount is $19.5 million of impaired loans for which the related SFAS No. 114
allowance is $5.7 million. The balance of the allowance for credit losses in
excess of these specific reserves is available to absorb losses from all loans,
although allocations have been made for certain loans and loan categories as
part of management's quarterly analysis of the allowance. The average recorded
investment in impaired loans was $130.6 million during the third quarter of
1995, and $137.4 million for the first nine months of 1995.

         The Financial Accounting Standards Board issued SFAS No. 122
"Accounting for Mortgage Servicing Rights", an amendment of SFAS No. 65, in May
1995. This Statement requires that U.S. Bancorp recognize as separate assets
rights to service mortgage loans for others, however those servicing rights are
acquired. Previously, only purchased servicing rights were capitalizable as an
asset, whereas internally originated rights were expensed. This Statement also
requires that capitalized excess servicing receivables be assessed for
impairment based on fair value, rather than an estimate of undiscounted future
cash flows. This Statement must be applied prospectively, beginning in 1996, but
may be adopted earlier for periods for which financial statements have not been
issued. Adoption of this Standard is not expected to have a significant impact
on the financial statements of U.S. Bancorp.

4.       Acquisitions

         On May 8, 1995, U.S. Bancorp announced the signing of a definitive
agreement to merge, under the U.S. Bancorp name, with West One Bancorp (West
One), a bank holding company headquartered in Boise, Idaho with $9.2 billion in
assets at September 30, 1995. Under terms of the agreement, each share of West
One common stock will be exchanged for 1.47 shares of U.S. Bancorp common stock.
On October 3, 1995, shareholders of U.S. Bancorp and West One approved the
merger of the two organizations, which will create a $30 billion superregional
financial services company doing business in six western states. In conjunction
with the merger, the combined companies will be divesting certain branches with
deposits of approximately $720 million and loans of approximately $460 million
in 1996. The merger is expected to close by year-end, pending regulatory
approval.

         Merger-related expenses reflecting transaction costs of the merger and
the costs of combining operations are anticipated to be charged to earnings,
principally in the quarter in which the merger closes, with some carryover into
subsequent quarters. As planning for the merger continues and uncertainties
regarding the merger process are resolved, estimates of merger-related expenses
are continuing to be developed. Although the precise magnitude of the increase
is not presently determinable, management believes that the aggregate after-tax
charge to earnings for merger-related expenses will exceed the estimate of $60
million reflected in


                                       11

<PAGE>   12


U.S. Bancorp's Current Report on Form 8-K dated August 30, 1995. In addition,
management intends to perform a detailed analysis of the credit risks inherent
in the integration and management of the loan portfolio of the combined
institution, which may result in an increase in the allowance for credit losses
at closing. Although the precise magnitude of the increase is not presently 
determinable, management believes that the increase in the allowance for credit 
losses will exceed the estimate of $15 million reflected in U.S. Bancorp's 
Current Report on Form 8-K dated August 30, 1995.

U.S. Bancorp and West One currently expect, based on information known at this
time, to achieve annual pre-tax cost savings of approximately $84 million by
1997. The cost savings are expected to be realized primarily through staff
reductions, consolidation of certain systems and back office support functions,
and the elimination, consolidation or sale of certain branches and
administrative functions.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

INTRODUCTION

         The focus of the following discussion is on U. S. Bancorp's financial
condition, changes in financial condition and results of operations. It is a
supplement to the consolidated financial statements and footnotes that are
presented elsewhere, and should be read in conjunction therewith.


                                       12

<PAGE>   13



<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA

                                  Third Quarter Ended               Nine Months Ended
                                     September 30,                    September 30,
Dollars in Millions               -------------------    Percent   -------------------     Percent
Except Per Share                   1995        1994      Change     1995        1994       Change
-------------------                ----        ----      -------    ----        ----       -------
<S>                              <C>          <C>        <C>       <C>         <C>         <C>
Net interest income              $  254.0     $ 247.5       3%     $ 746.6     $ 712.4        5%
Provision for credit losses          21.2        34.6     (39)        63.4        79.9      (21)
Net income                           81.2        62.7      29        217.7        85.6      154

PER COMMON SHARE
Net income                       $    .79     $   .60      32%     $  2.12     $   .77      175%
Dividends declared                    .28         .25      12          .78         .69       13
Book value (period-end)                                              18.32       16.40       12

AVERAGE BALANCES
Average assets                   $ 21,166     $21,053       1%     $21,183     $21,069        1%
Interest-earning assets            18,686      18,563       1       18,720      18,571        1
Loans                              15,976      14,961       7       15,809      14,505        9
Deposits                           15,122      15,199      (1)      14,973      15,189       (1)
Average common
  shareholders' equity              1,759       1,624       8        1,699       1,627        4

PERIOD-END BALANCES
Assets                                                             $21,601     $21,509        -%
Interest-earning assets                                             18,977      18,894        -
Loans                                                               16,115      15,345        5
Deposits                                                            15,540      15,205        2
Long-term debt                                                         822       1,179      (30)
Common shareholders' equity                                          1,801       1,624       11
Preferred stock                                                        150         150        -
Full-time equivalent
  employees                                                          9,748      10,898      (11)

SELECTED RATIOS
Return on average common
  equity                            17.63%      14.58%               16.41%       6.29%
Return on average assets             1.52        1.18                 1.37         .54
Overhead ratio                      56.98       67.06                60.63       79.42
Net interest margin                  5.57        5.49                 5.49        5.30
Leverage ratio                                                        8.53        7.70
Risk-based capital ratios
  Tier 1 capital                                                      8.71        8.10
  Total capital                                                      11.50       10.94
</TABLE>



                                       13


<PAGE>   14


RESULTS OF OPERATIONS

OVERVIEW

         To facilitate the discussion of its results of operations, in the table
on the next page U.S. Bancorp provides an additional analysis of performance to
supplement the accompanying consolidated income statement and balance sheet.
This additional analysis of performance should not be viewed as a substitute for
the GAAP-based financial statements previously presented. There are two primary
differences between the consolidated income statement and the operating income
analysis that follows. First, the operating income analysis presents the line
items in a slightly different order. Second, certain transactions that are
nonrecurring items or that are not related to core businesses are not included
in noninterest revenues and noninterest expenses in determining operating income
and are presented separately after operating income. Management has presented 
the analysis as they believe it is meaningful to understand the results and 
trends in core operating income separately from nonrecurring and noncore 
activities.

         For detailed information on the items presented as noncore or
nonrecurring, refer to the respective discussions of "Noninterest Revenues" and
"Noninterest Expenses".

         For the third quarter of 1995, net income was $81.2 million, compared
with net income of $62.7 million in the third quarter of 1994. Operating income,
as defined and presented in the following table, increased 31 percent over the
same period a year ago, mainly as a result of the restructuring initiatives
started in March of 1994. The following key highlights compare the third quarter
of 1995 with the same period of 1994 unless otherwise noted:

-    Net income totaled a record $81 million, or $.79 per share, an increase of
     29 percent from $63 million, or $.60 per share.

-    Operating income (income on a tax-equivalent basis before the provision for
     credit losses, other real estate owned transactions,items determined to be
     noncore or nonrecurring, and income taxes) of $153.8 million was up 31
     percent from $ 117.4 million.

-    Net interest margin of 5.57 percent compared favorably to a 5.49 percent
     margin in the prior year's quarter as well as to the 5.45 percent margin in
     the second quarter of 1995.

-    Noninterest expenses (before other real estate owned transactions and items
     determined to be noncore or nonrecurring) of $208 million dropped 13
     percent from $240 million.

-    Return on average assets improved to 1.52 percent from 1.18 percent, while
     the return on average common equity rose to 17.6 percent from 14.6 percent.

-    Overhead ratio improved to 56.98 percent from 67.06 percent. Excluding
     other real estate owned transactions and noncore or nonrecurring items, the
     overhead ratio would have been 57.47 percent in the third quarter of 1995.

         For the first nine months of 1995, net income was $217.7 million,
compared with net income of $85.6 million for the first nine months of 1994. The
results for the 1994 period


                                       14

<PAGE>   15


included the impact of a $100 million pretax restructuring charge and the $50.8
million gain on sale of U. S. Bancorp's mortgage origination offices and
mortgage loan servicing portfolio.

         The table below presents U. S. Bancorp's major income and expense
components for the third quarter and nine month periods. A discussion of the
major changes in each key component follows.

<TABLE>
<CAPTION>
                                             Third Quarter Ended                   Nine Months Ended
                                                September 30,                        September 30,
Dollars in Thousands                         -------------------     Percent       -----------------     Percent
Except Per Share                             1995        1994        Change        1995         1994     Change
--------------------                         ----        ----        -------       ----         ----     -------
<S>                                       <C>         <C>           <C>         <C>          <C>         <C>
Net interest income (1)                    $261,417    $255,986         2%       $769,365    $ 737,594      4%
Noninterest revenues                        100,257     101,122        (1)        298,544      319,006     (6)
Noninterest expenses                        207,856     239,736       (13)        644,833      739,340    (13)
                                           --------    --------                  --------    ---------
Operating income (1)                        153,818     117,372        31         423,076      317,260     33
Provision for credit
  losses                                    (21,156)    (34,629)      (39)        (63,421)     (79,930)   (21)
OREO transactions                             2,630          28       N/M           2,723           (2)   N/M
                                           --------    --------                  --------    ---------
                                            135,292      82,771        63         362,378      237,328     53
Equity investment
  income (loss)                               2,795      (2,995)                    3,270       (4,425)
Gain on sale of
  operations and loans                            -      52,188                     5,107       61,794
Gain (loss) on sale of securities
  available for sale                            617      (8,507)                    2,307       (8,143)
Nonrecurring noninterest
  revenue items                                 272      (1,517)                    3,335       (9,359)
Restructuring charge                              -           -                         -     (100,000)
Merger-related costs and business
  consolidation expenses                     (2,989)          -                    (9,444)           -
Nonrecurring noninterest
  expense items                                  25     (26,050)                   (4,385)     (31,463)
                                           --------    --------                  --------    ---------
Income before income
  taxes (1)                                 136,012      95,890                   362,568      145,732       
Less tax-equivalent
  adjustment included
  above                                       7,454       8,459                    22,804       25,151

Provision for income taxes                   47,371      24,693                   122,056       34,968
                                           --------    --------                  --------    ---------
Net income                                 $ 81,187    $ 62,738        29%       $217,708    $  85,613    154%
                                           ========    ========        ==        ========    =========    ===
</TABLE>

-----------------
(1) Tax-equivalent basis

N/M Not Meaningful


                                       15

<PAGE>   16

NET INTEREST INCOME - TAX-EQUIVALENT BASIS

         Net interest income, the principal source of U. S. Bancorp's operating
income, includes interest income and fees generated by interest-earning assets,
primarily loans and securities portfolios, less interest expense on
interest-bearing liabilities, primarily deposits, purchased funds and short- and
long-term debt. Net interest income is affected by the volume and relative mix
of both earning assets and interest-bearing and noninterest-bearing liabilities,
and related interest yields and rates paid on these assets and liabilities.

<TABLE>
<CAPTION>
                                                                                   Net
Analysis of Net Interest Income                        Interest     Interest     Interest
(In Millions)                                           Income      Expense       Income
-------------------------------                        --------     --------     --------
<S>                                                    <C>          <C>          <C>
Third quarter 1994 as reported                         $  386.3     $ 130.3      $ 256.0
Increase (decrease) due to:
  Changes in balances                                       2.5        (1.7)         4.2
  Changes in rates                                         39.3        38.1          1.2
                                                       --------     -------      -------
Third quarter 1995 as reported                         $  428.1     $ 166.7      $ 261.4
                                                       ========     =======      =======

Nine months ended September 30, 1994 as reported       $1,109.5     $ 371.9      $ 737.6
Increase (decrease) due to:
  Changes in balances                                       8.5        (1.6)        10.1
  Changes in rates                                        150.2       128.5         21.7
                                                       --------     -------      -------
Nine months ended September 30, 1995 as reported       $1,268.2     $ 498.8      $ 769.4
                                                       ========     =======      =======
</TABLE>

Third Quarter Ended September 30, 1995 Compared With Third Quarter Ended
September 30, 1994

         Net interest income on a tax-equivalent basis was $261.4 million, up 2
percent or $5.4 million, over the third quarter of 1994. The net interest margin
in the third quarter of 1995 was 5.57 percent compared with 5.49 percent in the
same quarter a year ago, and increased from 5.45 percent in the preceding
quarter.

         The spread between the yield on earning assets and rates paid on
interest-bearing liabilities decreased in the third quarter of 1995 compared
with third quarter 1994 mainly due to the cost of purchased funds and other
short-term borrowings increasing at a faster rate than loan yields. The increase
in the margin is due to the favorable impact of a higher level of
noninterest-bearing funds, primarily noninterest-bearing deposits and
shareholders' equity, which offset the decrease in the interest rate spread.

         Loans averaged $16.0 billion in third quarter 1995, an increase of $1.0
billion or 7 percent, compared with the third quarter a year ago. Strong growth
was achieved in commercial and real estate mortgage lending.


                                       16

<PAGE>   17


         Average total securities portfolios were $2.3 billion during the third
quarter of 1995, a 22 percent decrease from $3.0 billion in third quarter 1994.
The decrease is due to the maturity of securities held for investment, as well
as sale of certain available for sale securities for asset/liability management
purposes.

         Average core deposits, defined as deposits other than time deposits of
$100,000 or more, were $14.2 billion and $14.6 billion in the third quarter of
1995 and 1994, respectively, and funded 76 percent and 78 percent of average
earning assets in those periods, respectively.

Nine Months Ended September 30, 1995 Compared With Nine Months Ended
September 30, 1994

         Net interest income on a tax-equivalent basis was $769.4 million, up 
4 percent or $31.8 million, over the first nine months of 1994. The net interest
margin in the first nine months of 1995 was 5.49 percent compared with 5.30
percent in the same period a year ago.

         The spread between the yield on earning assets and rates paid on
interest-bearing liabilities decreased in the first nine months of 1995 compared
with the same period in 1994 mainly due to the cost of purchased funds and other
short-term borrowings increasing at a faster rate than loan yields. The increase
in the margin is due to the favorable impact of a higher level of
noninterest-bearing funds, primarily noninterest-bearing deposits and
shareholders' equity, which offset the decrease in the interest rate spread.

         Loans averaged $15.8 billion in the first nine months of 1995, an
increase of $1.3 billion or 9 percent, compared with the first nine months of
1994. Average total securities portfolios were $2.5 billion during the first
nine months of 1995, a 22 percent decrease from $3.2 billion in the first nine
months of 1994.

         Average core deposits, defined as deposits other than time deposits of
$100,000 or more, were $14.1 billion and $14.5 billion in the first nine months
of 1995 and 1994, respectively, and funded 76 percent and 78 percent of average
earning assets in those periods, respectively.

<TABLE>
<CAPTION>
                                       Third Quarter Ended     Nine Months Ended
                                          September 30,          September 30,
Net Interest Margin Analysis           -------------------     -----------------    
(Tax-equivalent Basis)                  1995         1994       1995        1994
----------------------------            ----         ----       ----        ----
<S>                                     <C>          <C>        <C>         <C>
Average rate earned on interest
  earning assets                        9.11%        8.28%      9.05%       7.98%
Average rate paid on interest-bearing
  liabilities                           4.50         3.48       4.47        3 31
                                        ----         ----       ----        ----
Rate spread                             4.61         4.80       4.58        4.67
                                        ----         ----       ----        ----
Net interest margin                     5.57%        5.49%      5.49%       5.30%
                                        ====         ====       ====        ====
</TABLE>


                                       17

<PAGE>   18


NONINTEREST REVENUES

         Noninterest revenues increased $4.5 million or 5 percent in the third
quarter of 1995 compared with the third quarter of 1994, excluding revenues
associated with activities affected by divestiture and other revenues
identified below. The principal components of noninterest revenue are shown in
the table below.

<TABLE>
<CAPTION>
                                             Third Quarter Ended                   Nine Months Ended
                                                September 30,                        September 30,
                                             -------------------     Percent       -----------------      Percent
Dollars in Thousands                         1995           1994     Change        1995         1994      Change
--------------------                         ----           ----     -------       ----         ----      -------
<S>                                      <C>             <C>         <C>           <C>         <C>        <C>
Service charges on
  deposit accounts                       $ 36,656        $ 38,235      (4)%        $112,279    $113,757     (1)%
Bank card revenue                          16,310          15,668       4            45,924      44,756      3
Trust and investment
  management                               12,323          12,032       2            38,586      37,765      2
Exchange fees                               7,478           7,466      --            22,707      20,970      8
Insurance revenue                           3,820           4,408     (13)           11,406      15,022    (24)
ATM revenue                                 4,921           4,880       1            14,036      14,245     (1)
Brokerage and other
  commissions                               2,405           1,953      23             6,379       7,261    (12)
Trading account                             5,748           3,640      58            14,350      11,568     24
Other revenue                               8,986           5,852      54            27,782      23,819     17
                                         --------        --------                  --------    --------
                                           98,647          94,134       5           293,449     289,163      1
                                         --------        --------                  --------    --------
Activities affected by
  divestitures:
    Mortgage banking
      income, net                           1,610           3,086                     5,095      16,631
    Credit reporting
      revenue                                --             3,902                      --        13,212
                                         --------        --------                  --------    --------
                                            1,610           6,988                     5,095      29,843
                                         --------        --------                  --------    --------
Gain on sale of
  operations and loans                       --            52,188                     5,107      61,794
Equity investment
  income (loss)                             2,795          (2,995)                    3,270      (4,425)
Gain (loss) on sale of securities
  available for sale                          617          (8,507)                    2,307      (8,143)
Nonrecurring noninterest
  revenues                                    272          (1,517)                    3,335      (9,359)
                                         --------        --------                  --------    --------
Total noninterest revenues               $103,941        $140,291     (26)%        $312,563    $358,873    (13)%
                                         ========        ========     ===          ========    ========    ===
</TABLE>

         Insurance revenue commissions in 1995 have declined compared with the
1994 periods as sales volumes of annuities have decreased. The fluctuation in
securities brokerage related commissions for 1995 as compared to the same
periods in 1994 is due to changes in the sales volume of securities. The
increase in other revenue is mainly related to gains on sales of student loans
and servicing income on the portfolio of credit card receivables sold at the end
of the second quarter of 1995.

         There were no noncore or nonrecurring gains on sale of operations and 
loans recognized in the third quarter of 1995. In the third quarter of 1994,
U.S. Bancorp sold a significant portion of the assets of its mortgage banking
subsidiary, resulting in a pretax gain of $50.8 million. Equity investment
activity relates to the mark-to-market accounting for publicly-held venture
capital


                                       18

<PAGE>   19

investments. In the third quarter of 1994, a loss on sale of available for sale 
securities was incurred as the result of repositioning a portion of the 
portfolio to increase its yield in future periods.

         The nonrecurring noninterest revenue items in the third quarter of 
1994 consisted primarily of losses incurred by U.S. Bancorp's import/export 
financing subsidiary.

NONINTEREST EXPENSES


         Noninterest expenses, before noncore or nonrecurring items, decreased
13 percent in the third quarter of 1995 compared with the third quarter of 1994.
The principal components of noninterest expense are shown in the following
table.


<TABLE>
<CAPTION>
                                  
                                            Third Quarter Ended                   Nine Months Ended
                                               September 30,                        September 30,
                                            -------------------     Percent       -----------------      Percent
Dollars in Thousands                          1995         1994     Change        1995         1994      Change
--------------------                          ----         ----     -------       ----         ----      -------
<S>                                         <C>         <C>         <C>         <C>          <C>         <C>
Employee compensation
  and benefits                              $103,667    $116,457      (11)%     $312,151     $367,811     (15)%
Net occupancy expense                         15,907      17,101       (7)        47,800       49,622      (4)
Equipment rentals,
  depreciation and
  maintenance                                 22,772      25,037       (9)        71,100       75,364      (6)
Regulatory agency fees                         3,252       9,748      (67)        22,598       29,880     (24)
Telecommunications                             6,653       7,414      (10)        19,406       21,359      (9)
Amortization of intangibles                    4,090       4,205       (3)        13,767       13,828       -
Contract personnel                             2,661       2,894       (8)         7,207       10,457     (31)
Legal and accounting                           1,909       2,275      (16)         7,294        7,021       4
Marketing and advertising                      4,298       7,168      (40)        18,510       20,172      (8)
Other taxes and licenses                       2,844       2,545       12          8,663        6,611      31
Stationery, supplies and
  postage                                     11,047      10,441        6         33,495       32,064       4
Travel                                         1,876       2,658      (29)         5,413        8,816     (39)
All other                                     26,879      31,793      (15)        77,429       96,335     (20)
                                            --------    --------                --------     --------
                                             207,855     239,736      (13)       644,833      739,340     (13)
Loss on sale of
  premises                                       -            21                   2,432           21
OREO transactions                             (2,629)        (28)                 (2,723)           2
Asset write-downs                                -        14,066                   1,953       18,395
Merger-related costs and business
  consolidation expenses                       2,989         -                     9,444          -
Restructuring charge                             -           -                       -        100,000
Other nonrecurring expenses                      (25)     11,963                     -         13,047
                                            --------    --------                --------     --------
Total noninterest expenses                  $208,190    $265,758      (22)%     $655,939     $870,805     (25%)
                                            ========    ========      ===       ========     ========     ===
</TABLE>


         Employee compensation and benefits decreased 15 percent, or $55.7
million for the nine months ended September 30, 1995 compared with the same
period in the prior year. The number of full-time equivalent employees has
decreased from 10,898 at September 30, 1994, to 10,610 at December 31, 1994 and
9,748 at September 30, 1995, and was the primary reason for the decrease


                                       19


<PAGE>   20


in employee compensation and benefits. Business divestitures accounted for
approximately $37.1 million of the decrease and various staff reduction programs
made up the balance.

         Noninterest expenses decreased in most categories of expense in
addition to compensation and benefits in the first nine months of 1995 as a
result of cost reduction efforts and the divestiture of the majority of the
mortgage loan origination offices of U.S. Bancorp's mortgage banking subsidiary
in August of 1994, and the sale of the credit reporting subsidiary at year-end
1994. Regulatory agency fees in the third quarter of 1995 decreased 67 percent
from the level in the third quarter of 1994 due to the reduction in FDIC deposit
insurance premiums. The FDIC reduced premiums to an average of 4.4 cents per
$100 of insured deposits from 23.2 cents. In September 1995, U.S. Bancorp
received refunds of previously paid insurance premiums in excess of the premiums
due according to the new rates from June 1, 1995.

         Congress is currently considering bills that would merge the Bank
Insurance Fund and the Savings Association Insurance Fund (SAIF). The bills also
propose a special assessment on SAIF-insured deposits. U.S. Bancorp has
SAIF-insured deposits and a liability would be incurred if Congress enacts the
special assessment. Due to the uncertainty of the final form of the special
assessment legislation, no estimated liability for the special assessment was
recorded at September 30, 1995. At this time, U.S. Bancorp does not anticipate
a material impact to its results of operations or financial condition as a
result of the proposed legislation.

         The overhead ratio (defined as noninterest expenses as a percentage of
tax-equivalent net interest income and noninterest revenues) decreased to 56.98
percent in the third quarter of 1995 from 67.06 percent in the third quarter of
1994 and 61.40 in the second quarter of 1995. Excluding other real estate owned
transactions and noncore or nonrecurring items, the overhead ratio was 57.47
percent in the third quarter of 1995, 67.13 percent in the third quarter of 1994
and 60.21 percent in the second quarter of 1995.

         Asset write-downs in 1995 consisted of accelerated amortization of
affinity credit card intangibles. Included in asset write-downs in the third
quarter of 1994 was the write-off of certain capitalized expenses as U.S.
Bancorp changed its policy with respect to the capitalization of internal costs
related to the development and installation of computer software. These
unamortized costs related to several projects were written off as a charge to
expenses totaling $12.1 million in the third quarter of 1994. Also, write-downs
of intangibles resulting from revaluation of certain acquired business
intangibles totaled $2.0 million.

         Merger-related costs in 1995 were incurred in conjunction with the
pending merger of U.S. Bancorp with West One. In addition, business 
consolidation expenses in 1995 were related to additional costs associated 
with consolidation of computer operations and reconfiguration of branch 
support functions not related to the merger with West One. Other nonrecurring 
expenses in the third quarter of 1994 included anticipated expenses related to 
system conversions - $6.2 million; interest accrued on pending settlements with 
tax authorities - $3 million; and other items totaling $2.8 million.

         In the first quarter of 1994, a $100 million restructuring charge was 
recorded related to a comprehensive program designed to allow U.S. Bancorp to
become a more efficient, competitive


                                       20


<PAGE>   21



and customer-focused financial institution. The program included staff
reductions accomplished through an early retirement opportunity for certain
employees, other severance programs and attrition; divestiture of noncore
activities; and the consolidation and integration of certain operations and
facilities that no longer fit U. S. Bancorp's corporate objectives or the needs
of its regional customers. The program called for consolidation of branch
operations centers for all states from seven to two, closure of certain branches
and other activities. As a result, in the third quarter of 1995 U. S. Bancorp
achieved its goal of reducing the overhead ratio to under 59 percent, ahead of
its 1997 target date.

         The $100 million charge represented the incremental costs expected to
result from the restructuring plan. Included in the restructuring charge were
$52.4 million of costs associated with enhanced retirement and other benefit
programs, $22.6 million of severance benefits, $9.5 million of expenses related
to the cost to exit certain business activities, $7.3 million related to
consolidation and integration of facilities, and $8.2 million of other cost
reduction expenses related to the program.


         U.S. Bancorp offered to eligible employees an early retirement
incentive program, providing a reduction in the eligible age for retirement and
an additional number of years of service toward the computation of retirement
benefits. Certain employees were eligible for voluntary severance benefits,
which exceeded standard severance benefits provided to personnel displaced in
the restructuring program. In addition, certain employees received payments for
their retention through agreed upon dates and outplacement services.

         The most significant portion of future expense reductions will consist
of savings of employee compensation and benefits due to a reduction in
employees. By the third quarter of 1994, U. S. Bancorp had achieved its targeted
ten percent reduction in full- time equivalent (FTE) employees, excluding the
reduction in employees associated with the mortgage loan origination offices
sold. By year-end 1994, FTE employees decreased to 10,610, or 18 percent, from
12,863 at December 31, 1993. Of the 2,253 decrease in FTE employees, 555 were
the result of operations sold and the balance was directly related to the
restructuring program. Additional reductions in FTE employees of 280 resulted
from the sale of U. S. Bancorp's credit reporting subsidiary in January 1995.
FTE employees totaled 9,748 at September 30, 1995.

         Noninterest expenses for the first nine months of 1995 totaled $655.9
million, compared with noninterest expenses of $770.8 million (excluding the
$100 million restructuring charge) in the first nine months of 1994,
representing an annualized reduction in noninterest expenses in excess of $150
million.

         The restructuring activity is summarized in the table below. The
balance of the restructuring charge liability will be funded out of operating
cash flows. The restructure program has not had a material impact on U. S.
Bancorp's liquidity.


                                       21

<PAGE>   22
<TABLE>
<CAPTION>
                                                                         Facilities
                                                         Severance,     Consolidation 
                                                        Outplacement     and Business
                                          Retirement     and Other       Divestiture 
                                            Plans        Benefits           Costs         Other        Total 
                                          ----------    ------------    -------------    -------     --------
                                                                        (In Millions)

<S>                                       <C>            <C>              <C>            <C>         <C>     
Restructuring Provision, March 1994       $   48.8       $   26.2         $    16.8      $   8.2     $  100.0
Utilization for the Period
 Cash                                                        15.3               4.2          3.3         22.8  
 Noncash                                      48.8(1)                           9.5          -           58.3
                                          --------       --------         ---------      -------     --------
   Total                                      48.8           15.3              13.7          3.3         81.1     
                                          --------       --------         ---------      -------     --------
Balance, December 31, 1994                    -              10.9               3.1          4.9         18.9
Utilization for the Period  
 Cash                                         -               7.7               -            2.2          9.9
 Noncash                                      -               -                 2.7          -            2.7
                                           --------       --------        ---------      -------     --------
   Total                                      -               7.7               2.7          2.2         12.6
                                           --------       --------        ---------      -------     --------  
Balance, September 30, 1995               $   -          $    3.2         $     0.4      $   2.7     $    6.3 
                                          =========      ========         =========      =======     ======== 
</TABLE>

-------------------
(1)  Noncash amount of $48.8 million represents the amount transferred to U. S.
     Bancorp's benefit plan liabilities during 1994. Payment of the cost of the
     retirement programs will occur over a 10 to 15 year period as contributions
     by U. S. Bancorp are made to the benefit plans. Actual cash payments made
     to benefit plans are not included in the table above.


                                       22

<PAGE>   23

INCOME TAXES

         The effective tax rates for the nine months ended September 30, 1995
and 1994 were 35.9 and 29.0 percent, respectively. The increase in the effective
tax rate in 1995 was mainly due to the higher level of earnings leading to a
corresponding decrease in the proportion of tax-exempt income compared with
1994.

FINANCIAL CONDITION

SECURITIES PORTFOLIOS

         Securities available for sale totaled $1.24 billion at September 30,
1995 compared with $1.37 billion at December 31, 1994 and $1.35 billion at
September 30, 1994. Maturities of U. S. Government agency securities, 
collateralized mortgage obligations and U. S. Treasuries in the third quarter 
of 1995 were the primary reason for the decline.

         Securities held to maturity totaled $1.17 billion at September 30,
1995, compared with $1.40 billion at December 31, 1994 and $1.53 billion at
September 30, 1994. Maturities of collateralized mortgage obligations and other
asset-backed securities accounted for the majority of the decrease. Securities
in both portfolios are expected to continue to decline moderately in the future
as the cash received from their maturities is used to fund loan growth.

         The Financial Accounting Standards Board (FASB) is expected to issue in
the fourth quarter of 1995 additional implementation guidance regarding the 
FASB's previously issued Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities." It is
anticipated that the additional guidance will allow U. S. Bancorp to reassess
the appropriateness of the classifications of all securities held at the time of
receipt of the guidance and reclassify securities in accordance with provisions
of SFAS No. 115. At this time, U.S. Bancorp has not completed an analysis of 
the impact of the SFAS No. 115 implementation guidance. Reclassifications, if 
any, from the held-to-maturity category that result from this one-time 
reassessment will not call into question U. S. Bancorp's intent to hold other 
debt securities to maturity in the future. Any related reclassifications must 
occur no later than December 31, 1995.

LOAN PORTFOLIO

         Loans in most categories increased at September 30, 1995 from the
totals outstanding at December 31, 1994; total loans were up 3 percent from the
year-end balance. Average loans were up 5 percent in third quarter 1995 from the
prior year quarter. Strong growth was achieved in commercial lending and lease
financing. Consumer loan totals were affected by the sale of more than $200
million of credit card loans in the second quarter of 1995.


                                       23
<PAGE>   24



         It is U. S. Bancorp's objective to maintain a loan portfolio that is
diverse in terms of type of loan, industry concentration, geographic
distribution and borrower concentration in order to reduce the overall credit
risk by minimizing the adverse impact of any single event or set of occurrences.
The Commercial Loan Distribution table below shows the commercial loan portfolio
stratified by significant Standard Industrial Code classifications. It should be
noted that within the indicated classifications, there are other
subclassifications for which U. S. Bancorp's reporting system monitors industry
concentrations.

<TABLE>
<CAPTION>
                                                  September 30,        December 31, 
Commercial Loan Distribution                          1995                 1994 
--------------------------------------            -------------        ------------

<S>                                                   <C>                 <C>   
Manufacturing                                          16.8%               17.3% 
Retail                                                 11.8                11.0 
Service                                                11.3                11.4 
Wholesale                                               9.5                10.7 
Forest products                                         6.7                 8.2 
Agricultural                                            8.9                 8.3 
Brokers, dealers and insurance                          6.0                 5.8 
Transportation                                          5.8                 4.4 
Financial, nonbank                                      4.3                 4.7 
Contractors                                             4.7                 4.2 
Other                                                  14.2                14.0 
                                                      -----               -----    
                                                      100.0%              100.0%   
                                                      =====               =====    
</TABLE>

         Real estate loans increased $167.5 million to $ 3.8 billion at
September 30, 1995 from December 31, 1994, due mainly to the increase in
one-to-four family residential real estate mortgage loans and real estate
construction. The growth is distributed throughout U. S. Bancorp's five-state
region.


                                       24
<PAGE>   25

         The majority of U. S. Bancorp's real estate mortgage loans outstanding
are collateralized by properties located in the Pacific Northwest and Northern
California. U. S. Bancorp closely monitors the composition of its real estate
portfolio through prudent underwriting criteria and by monitoring loan
concentrations by geographic region and property type. An analysis of the real
estate portfolio is presented in the following tables (in millions):


<TABLE>
<CAPTION>
Real Estate Loans Outstanding 
September 30, 1995                 Residential     Commercial         Total 
-----------------------------      -----------     ----------       --------- 

<S>                                <C>             <C>              <C>
Real estate construction           $   224.6       $   518.5        $   743.1
Real estate mortgages                1,127.9         1,910.2          3,038.1 
                                   ---------       ---------        --------- 
                                   $ 1,352.5       $ 2,428.7        $ 3,781.2 
                                   =========       =========        ========= 
                               
</TABLE>


<TABLE>
<CAPTION>
Real Estate Loans Outstanding 
Concentrations by State 
and Type of Collateral 
September 30, 1995                Washington      Oregon      California    Other       Total
-----------------------------     ----------     ---------    ----------    ------    ---------

<S>                               <C>            <C>           <C>         <C>        <C>
Residential                       $   464.3      $   253.6     $ 514.5     $ 120.1    $ 1,352.5
Commercial
 Apartment/Condominium                205.1           83.4        78.5        49.0        416.0
 Office                               237.5          180.7        43.1        31.4        492.7
 Retail                                64.8           34.9         3.3        13.9        116.9
 Hotel/Motel                          161.6          169.1        79.1        60.9        470.7
 Land                                  30.8           18.5        12.8        13.0         75.1
 Other                                319.0          287.5       161.9        88.9        857.3
                                  ---------      ---------     -------     -------    ---------
   Total Commercial                 1,018.8          774.1       378.7       257.1      2,428.7
                                  ---------      ---------     -------     -------    ---------
Total real estate loans           $ 1,483.1      $ 1.027.7     $ 893.2     $ 377.2    $ 3,781.2
                                  =========      =========     =======     =======    =========
</TABLE>                

LIQUIDITY

         Liquidity is the ability to raise adequate and reasonably priced funds,
primarily through deposits, as well as purchased funds and the issuance of debt
and equity capital, and is managed through the selection of the asset mix and
the maturity mix of liabilities. Maturing assets also provide a source of
liquidity.

         Core deposits, defined as deposits other than time deposits of $100,000
or more, are U. S. Bancorp's primary source of funding. Core deposits provide a
sizable source of relatively stable and low-cost funds. Average core deposits in
third quarter 1995 increased $124 million from second quarter 1995. Average core
deposits and shareholders' equity, which totaled $16.0 billion and $16.3 billion
in the first nine months of 1995 and 1994, respectively, funded 75 percent and
77 percent of average total assets in these periods, respectively.


                                       25

<PAGE>   26

         Other sources of liquidity include purchased funds, comprised of time
deposits over $100,000 and short-term borrowings. Average purchased funds
totaled $3.6 billion in the first nine months of 1995, compared with $3.3
billion in the first nine months of 1994. Average senior and subordinated debt
was $848 million in the first nine months of 1995, and was $900 million in the
first nine months of 1994. In October 1995, U. S. Bancorp issued $300 million of
ten-year subordinated notes with an interest rate of 6 3/4 percent. The 
proceeds were used for extensions of credit to banking subsidiaries.

         U. S. Bancorp's liquidity is enhanced by its accessibility to a
diversity of national market sources of funds. In addition, U. S. Bancorp (the
parent company) obtained a $500 million four-year revolving credit facility
through a syndication involving 18 participating financial institutions in July
1995. This facility is viewed as a general liquidity line for the parent
company. The following table summarizes U. S. Bancorp's ratings by major
statistical rating agencies at September 30, 1995; such ratings are subject to
revision or withdrawal at anytime.

<TABLE>
<CAPTION>
                                            Standard                  Duff      Thomson
                                            & Poor's     Moody's    & Phelps   BankWatch
                                            --------     -------    --------   ---------
<S>                                          <C>          <C>       <C>          <C>
Commercial paper  . . . . . . . . . . .       A-1         P-1       DUFF1+       TBW-1
Senior debt   . . . . . . . . . . . . .         A          A2          AA-          A+
Subordinated debt   . . . . . . . . . .        A-          A3           A+           A
Preferred stock   . . . . . . . . . . .      BBB+          a2            A          A-
</TABLE>
                                                                              
                                                                             
PROVISION AND ALLOWANCE FOR CREDIT LOSSES

         The provision for credit losses for the third quarter of 1995 was $21.2
million and $63.4 million for the first nine months of 1995. This compares with
$34.6 million in the third quarter of 1994 and $79.9 million in the first nine
months a year ago. The lower provisions reflected improving asset quality trends
and a lower level of commercial net charge-offs. Annualized net charge-offs in
the first nine months of 1995 were .40 percent compared with .46 percent for the
first nine months of 1994.

         U. S. Bancorp's allowance for credit losses totaled $318.3 million at
September 30, 1995 and was 236 percent of nonperforming loans. The allowance as
a percentage of nonperforming loans was 168 percent and 175 percent at December
31, 1994 and September 30, 1994, respectively.

         Management performs a quarterly analysis to establish the appropriate
level of the allowance, taking into consideration such factors as loan loss
experience, an evaluation of potential losses in the portfolio, credit
concentrations and trends in portfolio volume, maturity, delinquencies and
nonaccruals, risks associated with standby letters of credit which guarantee the
debt of others, and prevailing and anticipated economic conditions. This
analysis provides an allowance consisting of two components, allocated and
unallocated. The allocated component reflects inherent losses resulting from the
analysis of individual loans and is developed through specific credit
allocations for individual loans and historical loss experience for each loan
category and risk classification within each category. The unallocated component
reflects management's judgment and determination of the amounts necessary for
loan concentrations, economic uncertainties and other subjective factors.


                                       26
<PAGE>   27

         U. S. Bancorp continues to closely monitor credit risk in its loan
portfolio and believes that its credit approval and review processes are
effective and operating in accordance with sound banking policy, and that the
allowance for credit losses at September 30, 1995 was adequate to absorb
potential credit losses inherent in loans, leases and standby letters of credit
outstanding at that date.

         The table below presents the change in the allowance for credit losses
for the periods indicated.

<TABLE>
<CAPTION>
                                        Nine Months                               Nine Months
                                           Ended             Year Ended              Ended
Allowance for Credit Losses            September 30,        December 31,         September 30, 
In Thousands                               1995                 1994                 1994
---------------------------            -------------        ------------         -------------

<S>                                    <C>                  <C>                  <C>         
Loans (net of unearned income)         $ 16,114,898         $ 15,605,717         $ 15,345,456
Daily average loans
 (net of unearned income)              $ 15,808,585         $ 14,728,160         $ 14,504,781

Balance of allowance for credit
 losses at beginning of period         $    305,802         $    270,229         $    270,229
Dispositions                                 (3,190)              (1,241)              (1,226)
Charge-offs
 Commercial                                  14,630               33,186               28,065
 Lease financing                                320                1,027                  659
 Real estate construction                       314               12,080                2,772
 Real estate mortgage                         6,320                4,237                3,511
 Consumer                                    28,343               27,126               19,368
 Bank card                                   22,702               28,356               21,030
                                       ------------         ------------         ------------
                                             72,629              106,012               75,405
                                       ------------         ------------         ------------
Recoveries
 Commercial                                   9,952               14,512                8,431
 Lease financing                                359                1,056                1,010
 Real estate construction                     1,903                1,234                1,213
 Real estate mortgage                         1,639                4,638                3,644
 Consumer                                     7,544                9,508                7,136
 Bank card                                    3,460                5,010                3,721
                                       ------------         ------------         ------------
                                             24,857               35,958               25,155
                                       ------------         ------------         ------------
Net charge-offs                              47,772               70,054               50,250
Provision for credit losses                  63,421              106,868               79,930
                                       ------------         ------------         ------------
Balance of allowance for credit
 losses at end of period               $    318,261         $    305,802         $    298,683
                                       ============         ============         ============
Net charge-offs to average loans
 and leases                                     .40%                 .48%                 .46%
Allowance for credit losses to
 period-end loans                              1.97%                1.96%                1.95%
Allowance as a % of
 nonperforming loans                            236%                 168%                 175%
</TABLE>


                                       27
<PAGE>   28

ASSET QUALITY

         During the first nine months of 1995, U. S. Bancorp continued to
experience improving asset quality trends. Nonperforming assets as a percentage
of loans and foreclosed assets decreased to 1.05 percent at September 30, 1995
from 1.31 percent at December 31, 1994, and 1.28 percent at September 30, 1994.

         At September 30, 1995, nonperforming assets decreased $35.6 million
from December 31, 1994 and $27.6 million from a year ago, to $169.2 million.
Nonaccrual loans and restructured loans have fallen to .84 percent of total
loans at September 30, 1995. Nonaccrual loans were reduced by principal
payments, charge-offs and other transactions totaling $131 million, offsetting
new loans placed on nonaccrual during the first nine months of 1995 totaling $84
million, for a net decrease of $47 million. While the overall credit quality of
the loan portfolio has improved, the total nonaccrual balance may fluctuate from
quarter to quarter. U. S. Bancorp anticipates normal influxes of nonaccrual
loans as it increases its lending activity as well as resolutions of loans
currently in the nonaccrual portfolio.

         In addition to the loans classified as nonperforming, U. S. Bancorp has
other loans which it has internally classified, largely due to weakening
financial strength of the borrowers or concern about specific industries. These
loans, although currently performing in accordance with contractual terms, are
monitored closely by management and have been considered in establishing the
level of the allowance for credit losses. U. S. Bancorp's lending procedures and
loan portfolio, including internally classified loans, are examined by
regulatory agencies as part of their supervisory activities.

         The following table summarizes U. S. Bancorp's nonperforming assets and
past due loans. Past due loans are defined as loans contractually past due as to
interest or principal 90 days or more.


<TABLE>
<CAPTION>
                                                                        September 30,    December 31,    September 30,
In Thousands                                                                1995            1994             1994
------------                                                            -------------    ------------    ------------- 
<S>                                                                       <C>             <C>             <C>        
Nonaccrual loans                                                          $ 124,111       $ 170,802       $  155,156 
Restructured loans                                                           10,781          11,307           15,629 
Other real estate and equipment owned                                        34,305          22,676           26,002 
                                                                          ---------       ---------       ---------- 
 Total nonperforming assets                                               $ 169,197       $ 204.785       $  196,787 
                                                                          =========       =========       ========== 

Accruing loans past due 90 days or more                                   $  20,849       $  15,612       $   12,860 
                                                                          =========       =========       ========== 

Total nonaccrual and restructured loans as a percentage of total loans          .84%           1.17%            1.11% 
Total nonperforming assets as a percentage of outstanding loans 
  and foreclosed assets                                                        1.05%           1.31%            1.28% 
</TABLE>


                                       28
<PAGE>   29

         The following table presents nonaccrual loans on both a contractually
past due and contractually current basis at September 30, 1995. Both book and
contractual balances are indicated, the difference reflecting charge-offs and
interest payments applied to principal. As of that date, $39 million, or 31
percent, of the loans on nonaccrual status were less than 90 days past due or
contractually current as to principal and interest payments. Of the nonaccrual
loans that are contractually current, loans to eight borrowers amounted to 86
percent of the total, and there was some uncertainty that these loans will
remain contractually current.


<TABLE>
<CAPTION>
                                        Book                            Payments       Contractual
                                      Principal      Cumulative        Applied to       Principal
In Thousands, September 30, 1995       Balance     Charge-offs (5)    Principal (5)      Balance
--------------------------------      ---------    ---------------    -------------    -----------

<S>                                   <C>              <C>              <C>              <C>
Contractually past due (1):
  Payments not made (2):
    90 days or more past due          $ 30,722         $ 6,683          $   -            $ 37,405
    Less than 90 days past due             282              84              -                 366
                                      --------         -------           -------         --------
                                        31,004           6,767              -              37,771
                                      --------         -------           -------         --------
  Payments made (3):
    90 days or more past due            54,344          27,222            13,684           95,250
    Less than 90 days past due           2,582            -                  316            2,898
                                      --------         -------           -------         --------
                                        56,926          27,222            14,000           98,148
                                      --------         -------           -------         --------
        Total past due                  87,930          33,989            14,000          135,919
Contractually current (4)               36,181           3,816             5,975           45,972
                                      --------         -------           -------         --------
Total nonaccrual loans                $124,111         $37,805           $19,975         $181,891
                                      ========         =======           =======         ========
</TABLE>
----------------

(1)  Contractually past due is defined as loans past due as to principal or
     interest 30 days or more.
(2)  Borrower has made no payments since being placed on nonaccrual.
(3)  Borrower has made some payments since being placed on nonaccrual.
(4)  Contractually current is defined as a loan for which principal and
     interest are being paid in accordance with its contractual terms. All of
     the contractually current loans were placed on nonaccrual due to
     uncertainty of receiving future required payments.
(5)  Cumulative amounts recorded since loan was placed on nonaccrual.

CAPITAL AND DIVIDENDS

         The federal bank regulatory agencies have jointly issued rules which
implement a system of prompt corrective action for financial institutions
required by FDICIA. The rules define the relevant capital levels for the five
categories, ranging from "well-capitalized" to "critically undercapitalized". An
insured depository institution is generally deemed to be "well-capitalized" if
it has a total risk-based capital ratio of at least 10 percent, a Tier 1
risk-based capital ratio of at least six percent, and a leverage ratio of at
least five percent.

         Risk-based capital guidelines issued by the Federal Reserve Board
establish a risk-adjusted ratio relating capital to different categories of
assets and off-balance sheet exposures for bank holding companies. The
guidelines require a minimum total risk-based capital ratio of eight percent,
with half of the total in the form of Tier 1 capital. U. S. Bancorp's Tier 1
capital is comprised primarily of common equity and perpetual preferred stock,
less goodwill and certain other intangibles, and excludes the equity impact of
adjusting available for sale securities to market value. Total capital also
includes subordinated debt and a portion of the allowance for credit losses, as
defined.


                                       29
<PAGE>   30

         The risk-based capital rules have been supplemented by a leverage
ratio, defined as Tier 1 capital to adjusted quarterly average total assets.
Banking organizations other than those which are most highly rated are expected
to maintain ratios at least 100 to 200 basis points above the minimum three
percent level, depending on their financial condition.

         Each subsidiary bank is subjected to capital requirements similar to
the requirements for bank holding companies. At September 30, 1995, all of U. S.
Bancorp's banking subsidiaries met the risk-based capital ratio and leverage
ratio requirements for "well-capitalized" banks. The banking subsidiaries'
ratios are expected to be maintained at such levels by the retention of earnings
and, if necessary, the issuance of additional capital-qualifying securities.

         The risk-based capital and leverage ratios for U.S. Bancorp and its
significant bank subsidiaries at September 30, 1995 are presented in the table
below (assets in millions):

<TABLE>
<CAPTION>
                                                                     Risk-based  
                                                                   Capital Ratios 
                                                                --------------------
                                            Total                             Total        Leverage 
                                            Assets              Tier I       Capital        Ratio 
                                            ------              ------       -------       --------

<S>                                         <C>                 <C>           <C>           <C>
U.S. Bancorp (Consolidated)                $21,601               8.71%        11.50%         8.53%
Bank Subsidiaries                           
  U.S. Bank of Oregon                       11,177               8.73         10.75          9.60 
  U.S. Bank of Washington                    6,805               8.12         10.42          8.68  
  U.S. Bank of California                    2,004              11.57         13.94          8.01
  U.S. Bank of Nevada                        1,061               9.62         12.41          6.99 
</TABLE>

         At September 30, 1995, common shareholders' equity was $1.8 billion.
For the first nine months of 1995, average common equity to average total assets
increased to 8.02 percent from 7.72 percent for the first nine months of 1994.
In the third quarter of 1995, U.S. Bancorp increased the quarterly common
dividend 12 percent, to $.28 per share from $.25 per share. The annual common
dividend rate increased to $1.06 per share at September 30, 1995. Dividends of
$.94 per common share were declared for the year 1994. The respective third
quarter rates for 1995 and 1994 were $.28 and $.25, respectively.


                                       30
<PAGE>   31

PART II - OTHER INFORMATION

         Item 4. Submission of Matters to a Vote of Security Holders

         U.S. Bancorp held a special meeting of shareholders on October 3, 1995,
         to approve an Agreement and Plan of Merger dated May 5, 1995, between 
         U.S. Bancorp and West One Bancorp, an Idaho corporation, pursuant to 
         which West One Bancorp will be merged with and into U.S. Bancorp (the 
         "Merger"). The Merger was approved by the following vote:

<TABLE>
<CAPTION>
                 FOR              AGAINST              ABSTENTIONS AND BROKER NON-VOTES
                 ---              -------              --------------------------------

              <S>                 <C>                               <C>                                  
              81,922,525          1,275,936                         677,947
</TABLE>


         Item 6.  Exhibits and Reports on Form 8-K

         (a)  The exhibits filed herewith are listed in the Exhibit Index on
              page 33 of this report.

         (b)  During the quarter ended September 30, 1995, one report on Form
              8-K dated August 30, 1995, was filed reporting under Items 5 and
              7 financial statements and pro forma financial information
              relating to the proposed Merger for the purpose of incorporating
              such financial statements and financial information in certain of
              the registrant's registration statements under the Securities Act
              of 1933.


                                       31
<PAGE>   32

                                   SIGNATURES

         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
(Registrant)


Date:  November 14, 1995            By:  /s/  STEVEN P. ERWIN
                                        ----------------------------------------
                                    Steven P. Erwin
                                    Executive Vice President and Chief
                                       Financial Officer
                                    (Principal Financial and Accounting Officer)



                                       32
<PAGE>   33

                                  EXHIBIT INDEX
     Exhibit
     -------
      10.1     1995 Non-Employee Director Stock Option Plan.
      12.1     U. S. Bancorp and Subsidiaries - Computation of Ratios of 
               Consolidated Earnings to Fixed Charges.
      12.2     U. S. Bancorp and Subsidiaries - Capital Ratios.
      27       Financial Data Schedule.



                                       33