Resolution Plan Public Summary - Wells Fargo & Company Wells Fargo Bank, NA - Wells Fargo Bank Logo Together we'll go far
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Wells Fargo & Company Wells Fargo Bank, NA. Resolution Plan Public Summary July 1, 2013 Wells Fargo Bank Logo Together we'll go far
Table of Contents Table of Contents Introduction Summary of page 2page 1Plan Resolution page 4 page A.The Names B.Description C.Summary of of Material Core Financial Entities Business Information page Lines 4 6 Assets, Regarding Liabilities, D.Description E.MembershipsCapital, of and Major Derivative in Material andFunding Hedging Payment, Sources pagepage Activities Clearing, 9 14 Systems page 16 F.Description G.Material H.Principal of Foreign Supervisory Officers page Operations Authorities 22 page page 20 and Settlement 21 I.Resolution J.Description Planning K.High-levelpage Corporate of Material Description Governance Management of Resolution Structure Information Strategy and Processes Systems page 26 page 24 page 23 Conclusion 27
Introduction To promote financial stability, section 165(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and the related rule (the "Title I Rule") (Footnote 1. Board of Governors of the Federal Reserve System and Federal Deposit Insurance Corporation, Resolution Plans Required, 76 Fed. Reg. 67323 (Nov. 1, 2011), as codified at 12 CFR Part 243. End footnote.) require each bank holding company with consolidated assets in excess of $50 billion to periodically submit to the Board of Governors of the Federal Reserve System (the "Federal Reserve") and the Federal Deposit Insurance Corporation (the "FDIC") a plan for that company's rapid and orderly resolution in the event of material financial distress or failure. (Footnote 2. Under the Title I Rule, each "covered company," including non-bank financial companies supervised by the Federal Reserve, U.S. bank holding companies and certain foreign banks and bank holding companies, with assets exceeding the $50 billion threshold is required to submitaresolutionplan.Endfootnote.)WellsFargo & Company (the "Parent") is a bank holding company registered with the Federal Reserve with consolidated assets in excess of $50 billion. Therefore, the Parent is required to submit a resolution plan under the Dodd-Frank Act and the Title I Rule. In addition, to ensure that depositors receive prompt access to their insured deposits in the event of an insured depository institution's (an "IDI") failure and to enable the FDIC to perform its resolution functions most efficiently, the FDIC has adopted a separate rule (the "IDI Rule", and together with the Title I Rule, the "Rules") requiring each IDI with $50 billion or more in total assets to periodically submit a resolution plan to the FDIC. (Footnote 3. Federal Deposit Insurance Corporation, Resolution Plans Required for Insured Depository Institutions with $50 billion or more in Total Assets, 77 Fed. Reg. 3075 (Jan. 23, 2012), as codified at 12 CFR Part 360.10. End footnote.) Wells Fargo Bank, N.A. ("WFBNA"), an IDI with more than $50 billion in total assets, is therefore required to submit a resolution plan under the IDI Rule. (Footnote 4. WFBNA is a covered insured depository institution ("CIDI") under the IDI Rule. A CIDI is an IDI with $50 billion or more in total assets. End footnote.) In light of WFBNA's importance to the Parent, and to ensure a coordinated approach to resolution planning for the Parent and its consolidated subsidiaries (collectively, the "Company" or "Wells Fargo"), the Parent and WFBNA are submitting one joint resolution plan (the "Resolution Plan") to satisfy both of the Rules. In the unlikely event of material financial distress or failure, the Resolution Plan provides for the resolution of the Company and its material entities (defined below), in a rapid and orderly way, without posing systemic risk to the larger financial system and without the need for any government or taxpayer support. The Resolution Plan is a road map to facilitate the orderly resolution of Wells Fargo upon the failure of its material entities under applicable insolvency regimes. These include receivership under the Federal Deposit Insurance Act, as amended (the "FDIA"), reorganization or liquidation under the United States Bankruptcy
Introduction Code (the "Bankruptcy Code"), and liquidation under the Securities Investor Protection Act of 1970 ("SIPA") under the authority of a trustee appointed by the Securities Investor Protection Corporation ("SIPC"). In conformance with the Rules and guidance provided by the Federal Reserve and the FDIC, the Resolution Plan assumes an idiosyncratic material financial event that affects the Company under economic conditions consistent with the Federal Reserve Supervisory Baseline Scenario published on November 15, 2012. The Resolution Plan further assumes that there is no disruption to the capital markets, other market participants are functioning normally and the Company has not taken any steps to enhance its capital or liquidity position. Unless otherwise indicated, information in this Public Summary is provided as of December 31, 2012. The Company Wells Fargo is a nationwide, diversified, community-based financial services company with $1.42 trillion in assets. Founded in 1852 and headquartered in San Francisco, the Company provides banking, insurance, investments, mortgage, and consumer and commercial finance to its customers. With more than 265,000 active, full-time equivalent team members, the Company serves one in three households in the United States. The Company's vision is to satisfy all of its customers' financial needs, help them succeed financially, be recognized as the premier financial services company in its markets and be one of America's great companies. The Company's primary strategy to achieve this vision is to increase the number of products its customers utilize and to offer them all of the financial products that fulfill their needs. Wells Fargo's cross-sell strategy, diversified business model and the breadth of its geographic reach facilitate growth in both strong and weak economic cycles, enabling the Company to grow by expanding the number of products customers have, gain new customers in extended markets, and increase market share in many businesses. Wells Fargo's primary subsidiary is WFBNA, a national bank with total assets of $1.27 trillion. WFBNA operates its banking businesses through approximately 6,200 traditional stores (branches), approximately 1,600 mortgage and wholesale banking stores, and more than 12,000 ATMs located in all 50 states and the District of Columbia.
Summary of Resolution Plan A. The Names of Material Entities For purposes of resolution planning, the Company has identified eight "material entities" under the Title I Rule. A material entity under the Title I Rule is any subsidiary that is significant to the activities of a critical operation (Footnote 5. Under the Title I Rule, "critical operations" are those operations, including associated services, functions and support, the failure or discontinuance of which, in the view of the covered company or as jointly directed by the Federal Reserve and the FDIC, would pose a threat tothefinancialstabilityoftheUnitedStates.Endfootnote.)orcore business line (as defined below) of a covered company. The Company has also identified four material entities as defined under the IDI Rule. A material entity under the IDI Rule is a company that is significant to the activities of a critical service (Footnote 6. Under the IDI Rule, "critical services" means services and operations of the CIDI, such as servicing information technology support and operations, human resources and personnel, that are necessary to continue the day-to- day operations of the CIDI.. End footnote.) or core business line (as defined below) of a CIDI. The Resolution Plan addresses strategies that could be useful in ensuring the orderly resolution of each material entity in the event of material financial distress or failure. The material entities are: Wells Fargo & Company is the ultimate parent in the Company's organizational structure. Its shares are publicly traded on the New York Stock Exchange ("NYSE"). The Parent is a financial holding company and a bank holding company under the Bank Holding Company Act, as amended (the "BHCA"). It is the "covered company" under the Title I Rule and a material entity under the IDI Rule; WFBNA is a national banking association. It represents nearly 90% of the Company's consolidated assets and contributes the majority of the Company's consolidated revenues and net earnings. WFBNA is involved with all of the Company's critical operations, either directly or through one or more of its subsidiaries, and the majority of the Company's core business lines. WFBNA is a material entity under the Title I Rule and is the CIDI under the IDI Rule; Wells Fargo Securities, LLC ("WFS LLC") is registered with the U.S. Securities and Exchange Commission ("SEC") as a broker-dealer. WFS LLC provides securities, investment banking and capital markets products and services to mid-market, large and Fortune 500 companies and investment products to institutional investors. WFS LLC is a material entity only under the Title I Rule; Wells Fargo Advisors, LLC ("WFA LLC") is registered with the SEC as both a broker-dealer and an investment advisor. WFA LLC provides a full range of investing services and products, primarily to retail customers and small businesses in all 50 states and the District of Columbia. WFA LLC is a material entity under both the Title I Rule and the IDI Rule;
Summary of Resolution Plan First Clearing, LLC ("First Clearing"), a wholly-owned subsidiary of WFA LLC, provides securities-execution and brokerage-clearance services to WFA LLC and other affiliated and unaffiliated retail broker-dealers throughout the United States. First Clearing is registered as a broker-dealer with the SEC. First Clearing is a material entity under both the Title I Rule and the IDI Rule; Wells Fargo Funds Management, LLC ("WFFM") is an advisory firm registered with the SEC as an investment advisor. Among other things, WFFM serves as investment advisor for the Wells Fargo Advantage Funds (the "WF Advantage Funds"). WFFM is a material entity only under the Title I Rule; Wells Capital Management Incorporated ("Wells Cap") is an advisory firm registered with the SEC as an investment advisor. Wells Cap is a wholly-owned subsidiary of WFBNA and serves as sub-advisor to a number of mutual funds, including many of the WF Advantage Funds. Wells Cap is a material entity only under the Title I Rule; and Galliard Capital Management, Inc. ("Galliard Capital") is an advisory firm registered with the SEC as an investment advisor. Galliard Capital is a wholly-owned subsidiary of WFBNA and is an advisory boutique that provides investment advisory services to institutional investors. Galliard Capital is a material entity only under the Title I Rule.
Summary of Resolution Plan B. Description of Core Business Lines For purposes of the Title I Rule, "core business lines" are those business lines of the covered company, including associated operations, services, functions and support that upon failure would result in a material loss of revenue, profit or franchise value. The Company has identified five core business lines under the Title I Rule. The chart below displays the five core business lines, together with their applicable core products andservices.(Footnote7.Corebusinesslineshavebeenidentified solely for resolution planning purposes and may differ from the operating segments that the Figure B-1 Core Business Lines Company uses for management reporting in its periodic reports filed with the SEC..End footnote) Heading Community managementrowBanking:Retail column 1 Community of savings transaction Checking banking Banking column and Savings facilities, 2:Description Description:The including check, debitend heading offering card, and row ATM, asand private wellsmall as Description:Internet, andclients. business timeand merchant deposits Community payrollonservices behalf of personal, Banking:Payment for retail and Services small business of methods e-check clients and(e.g., such as accepting directbank real-time debit, electronic bank transfer, transfer using payments through online banking). a variety Community Banking:Small Description:Secured lending facilities Business and unsecured for small business Lending commercial customers. Heading Consumer customers row column Credit where an 1 Consumer Solutions:Secured advance isvia Credit Retail secured Solutions withLending column 2:Description Description:Lending specified non-real end to heading row retail estate collateral. Consumer Lines Consumerof Credit credit Credit Solutions:Credit made available Card card Solutions:Unsecured Description: products. Retail Lending Description:Lending to domestic retailfacilities The customers whereloans include an advance is of and lines notcredit. secured.
Summary of Resolution Plan Figure B-1 Core Business Lines - Continued Heading Wells to personalrow Fargo column Home and small 1business Wells Fargo Lending:Residential Home customers, Lending Mortgage where an column Description:Lending Lending advance 2:Description is secured by end real heading row products estate. Specific lien home activities mortgage equity include: products products, and the sale through the origination correspondent / of first distribution lien channels, of mortgages, mortgagethe purchase origination products. of of first second lien Wells and Fargoincluding customers, Home of administration Lending:Residential residential the collection mortgage and Mortgage loans onServicing remittance ofbehalf ofDescription:The principal internal and and interest management external payments, administration production the handling and of of escrows delivery client of and payment mortgage inquiries, and of statements loan property foreclosure taxes and activities. and insurance tax reports, premiums when due, Heading Wholesale row international column commercial 1 Wholesale Banking:Commercial and Banking Lending corporate column 2:Description Description:Debt companies and end facilities financial heading to domestic institutions to row and finance non-real income estate-related Description:Debt producing business facilities properties forand activity. the purchase Wholesale undeveloped andland. Banking:Commercial financing of Real Estate Wholesale the (i.e., Banking:Third-Party administration in connection of syndicated with commercial Loan loans Servicing and Description:Processes commercial mortgage-backed mortgage securities). masterassociated servicingand with Wholesale international cash Banking:Treasury services management, for payments, Services wholesale, trade, Description:A government liquidity, and lock-box, broad municipalcategory of clients domestic that include: nd information Wholesale trading tracking Banking:Sales activities and reporting & Trading services. Description:Securities and derivatives sales and fixed-income and currency andand products, products equity including: securities, and financial foreign interest rate exchange and physical products, commodities.
Summary of Resolution Plan Figure B-1 Core Business Lines - Continued Heading Wholesale row column 1 institutions Banking:Trade Wholesale Finance Banking column 2:Description endclients heading androw international and Wholesale bearing financial facilitation ofsavings, the import Banking:Wholesale demand, and time, / Description:Services involved Deposits high with orperformance export improving of goods. to domestic the efficiency Description:Non-interest money market and interest deposit products as andwell term Heading as domestic maturities row and for international commercial, currency corporate,deposit placements government and for overnight international clients. Wealth, brokerage and small andcolumn Brokerage business 1 Wealth, otherand financial customers Brokerage Retirement:Retail services throughout and Retirement Brokerage provided to retail the United States. column 2:Description Description:Securities end heading row advisory, Under the IDI Rule, "core business lines" means those business lines of the CIDI, including associated operations, services, functions and support that upon failure would result in a material loss of revenue, profit or franchise value. WFBNA has determined that, with the exception of the Wealth, Brokerage and Retirement core business line described above, each of the other four core business lines identified by the Company as a core business line under the Title I Rule is also a core business line of WFBNA for purposes of the IDI Rule.
Summary of Resolution Plan C. Summary Financial Information Regarding Assets, Liabilities, Capital, and Major Funding Sources For detailed financial information with respect to Wells Fargo, please refer to the Company's annual, quarterly and current reports filed with the SEC and available on the SEC's website at www.sec.gov, including the Annual Report on Form 10-K for the year ended December 31, 2012. The information below regarding WFBNA is based on WFBNA's Consolidated Report of Condition and Income on FFIEC Form 031 for the year ended December 31, 2012, as filed with the FDIC, and is available on the FDIC's website at www.fdic.gov. Figure C-1 Balance Sheet for the Company and WFBNA Heading column (in row column 3:Wells Fargo1 Millions):Assets:Cash(in Bank,Millions) and N.A column due Consolidated from banks 2:Wells Fargo Balance Wells Fargo & Company Sheet & Company end headingConsolidated row Consolidated Balance Sheet:$ Balance Sheet 21,860 Wells (in Fargoinvestments short-term Bank, N.AWells Consolidated Millions):Assets:Federal funds &Balance Fargosold, Sheet securities Company :$ 22,460 purchased Consolidated under resale Balance agreements and Sheet:$137,313 other Wells (in Wells Fargo Fargo Bank, Bank, N.A N.A Consolidated Millions):Assets:Trading assets Consolidated Balance Wells Fargo Balance Sheet & Sheet :$131,827 Company :$34,637 Consolidated Balance Sheet:$57,482 (in (in Millions):Assets:Securities Wells Fargo Bank, N.A available Consolidated Millions):Assets:Mortgages held for sale Balance for sale Wells Sheet Wells Fargo :$203,661 Fargo & Company & Company Consolidated Consolidated Balance Balance Sheet:$235,199 Sheet:$47,149 Wells (in Wells Fargo Fargo Bank, Bank, N.A Millions):Assets:Loans N.A Consolidated held for Consolidated Balance sale Wells Balance Sheet Fargo Sheet :$29,881 & Company :$110 Consolidated Balance Sheet:$110 (in (in Millions):Assets:Loans Wells Fargo Bank, N.A Wells Consolidated Millions):Assets:Allowance Fargo & Company Balance for loan losses Sheet Consolidated :$745,960 Wells:$(14,234) Fargo Balance & Company Sheet:$799,574 Consolidated Balance Sheet:$(17,060) Wells (in Wells Fargo Fargo Bank, Bank, N.A Millions):Assets:Net N.A Consolidated loans Wells Consolidated Balance Fargo Balance Sheet & Wells Company Sheet Consolidated :$731,726 Balance Sheet:$782,514 (in (in Millions):Assets:Mortgage Wells Fargo Bank, N.A Millions):Assets:Premises servicing Consolidated and right Balance equipment, Sheet net Fargo & Company :$12,930 Wells Fargo & Company Consolidated Balance Consolidated Sheet:$12,698 Balance Sheet:$9,428 Wells (in Wells Fargo Fargo Bank, Bank, N.A N.A Consolidated Millions):Assets:Goodwill Wells Consolidated Balance Fargo Balance Sheet & Company Sheet :$7,746 Consolidated :$21,545 Balance Sheet:$25,637 (in (in Millions):Assets:Other Wells Fargo Bank, N.A Millions):Assets:Total assets Consolidated assets Wells Wells Fargo Balance Fargo && Company Sheet :$69,602 Company Consolidated Consolidated Balance Balance Sheet:$93,578 Sheet:$1,422,968 Wells (in Fargo Bank, N.A Consolidated Millions):Liabilities:Non Fargo Balance interest-bearing Sheet deposits:$1,266,125 Wells Balance (in Wells (in Sheet:$ Fargo 288,207 Bank, N.A Wells Millions):Liabilities:Interest-bearing Consolidated Millions):Liabilities:Total deposits Bank, Balance Wells N.A deposits Sheet Fargo & FargoFargo Consolidated Wells :$739,207 Company & Company &Balance Company Sheet Consolidated Consolidated :$255,232 Consolidated Balance Balance Sheet:$714,628 Sheet:$1,002,835 Wells (in Wells Fargo Fargo Bank, Bank, N.A N.A Consolidated Millions):Liabilities:Short-term Consolidated Balance borrowings Balance Sheet Wells Sheet :$994,439 Fargo :$40,806 & Company Consolidated Balance Sheet:$57,175 (in (in Millions):Liabilities:Accrued Wells Fargo & Company Millions):Liabilities:Long-term expenses Consolidated debt and Fargo Balance Wells other liabilities Sheet:$76,668 & Company Company Wells Fargo Bank, Consolidated N.A Consolidated Balance Balance Sheet :$51,379 Sheet:$127,379 Wells (in Wells Fargo Fargo Bank, Bank, N.A N.A Consolidated Millions):Liabilities:Total Consolidated Balance liabilities Wells Balance Sheet Fargo Sheet :$44,768 & :$1,131,392 Consolidated Balance Sheet:$1,264,057 (in Millions):Liabilities:Total Wells Fargo stockholders' equity Wells Fargo & Company Consolidated Balance Sheet:$158,911 (in Wells Fargo Bank, Millions): Total N.A Bank, N.A Consolidated liabilities and equity Consolidated Balance WellsSheet Balance Fargo:$134,733 Sheet & Company Consolidated Balance Sheet:$1,422,968 :$1,266,125
Summary of Resolution Plan Capital Wells Fargo has an active program for managing stockholders' equity and regulatory capital, and maintains a comprehensive process for assessing the Company's overall capital adequacy. Capital is generated primarily through the retention of earnings (net of dividends). The objective is to maintain capital at an amount commensurate with the Company's risk profile and risk tolerance objectives and to meet both regulatory and market expectations. The Company's potential sources of stockholders' equity include retained earnings and issuances of common and preferred stock. Regulatory Capital The Company and its subsidiary banks are subject to various regulatory capital adequacy requirements administered by the Federal Reserve and the Office of the Comptroller of the Currency ("OCC"). Risk- based capital ("RBC") guidelines establish risk-adjusted capital ratios relating capital to different categories of assets and off-balance sheet exposures. Calculated capital ratios consist of Tier 1 capital, Total capital, Tier 1 leverage, and Tier 1 common. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, federal regulatory agencies were required to adopt regulations defining five capital tiers for banks: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Failure to meet minimum capital requirements can result in certain mandatory and discretionary actions by regulators that, if undertaken, would have a direct material effect on the Company's financial statements. The Company's capital adequacy assessment process contemplates a wide range of risks that the Company is exposed to and takes into consideration potential performance under a variety of stressed economic conditions, as well as regulatory expectations and guidance, rating agency viewpoints and the view of capital markets participants. The following table provides information regarding the consolidated capital ratios for the Company and for WFBNA. Figure C-2 Capital Ratios Heading column Capital row 3:Year Ratioscolumn ended 1 Capital December - Basel:Tier Ratios 1 risk-based - Basel 31, 2012:WellsI column capital Fargo Year 2:Year Bank, ended ended December N.A.end December heading 31, 2012:Wells row 31, 2012:Wells 2012:Wells Fargo & Fargo & Company & Company:14.63% Company:11.75% Year ended Capital December Ratios 31, 2012:Wells Fargo Bank, N.A:10.11% Year ended Capital Year Ratios ended -- Basel:Tier Basel:Total December December 31, 1 risk-based 31, 2012:Wells capital Fargo leverage Year 2012:Wells Fargo Year Bank, ended ended December N.A:12.45% Bank,December N.A:8.47% 31, 31, 2012:Wells Fargo Fargo & Company:9.47%
Summary of Resolution Plan The following tables provide information regarding the Company's Tier 1 common equity calculations under Basel I and as estimated under Basel III, respectively, for the consolidated Company. Figure C-3 Tier that is1the (Footnote Common used 1. Tier by Equity 1position common investors, under equity analysts Basel is and I regulatory aservices non-GAAP bank financial measure agencies to assess Management measures capital of reviews capital asTier part of 1offinancial common its equity financial companies. along analyses with and other has included corresponding interest in suchthis non-GAAP reconciliation information financial to on total the partinformation, equity, of because market and of the current participants.End footnote.) Heading (In row column (In Billions):Total Billions):Non 1 (inDecember equity controlling Billions) interests column 20122:December 31,December :$ 158.9 201231, 31,December :$2012 (13) end heading row (In (In Billions):Total Wells Billions):Adjustments: Fargo stockholders' Preferred equity equity December 31, 2012 31, :$ 2012 (12.0):$ 157.6 (In (In (In Billions):Goodwill Billions):Applicable and intangible over deferred taxes assets December(other than 31, 2012 MSRs) 31,:$ December 3.2 :$ 31, 2012 :$ (32.9) (In Billions):MSRs (In Billions):Cumulative Billions):Other Billions):Tier 1 specified December common other 31, equity limitations comprehensive 2012 :$ (0.6) December December income 31, 2012 :$ (A) 2012 December $ 31,(0.7) 109.0 2012 :$ (5.6) (In Billions):Total guidelines for risk-weighted risk-based capital, assets((Footnote on-balance sheet 2. Under the regulatory amounts broad the ofcategories risk nature ofderivatives anyfrom and according collateral. off-balance to sheet theassociated obligor items if assets or,with andthe are assigned relevant, credit to equivalent one guarantorof several or is then weighted total (In multiplied values risk-weighted Billions):Tier 1 by the each assets. common ofThe risk End aggregate weight the risk footnote.) equity to total dollar categories December amount are risk-weighted that in eachfor category. aggregated 31, 2012 :$ risk (B) Thecategory resulting determining $ assets(Footnote 1,077.1 2.) December 31, 2012 :$ (A)/(B) 10.12%
Summary of Resolution Plan Figure C-4 Tier is1used (Footnote Common Equity under Basel III (Estimated) that agencies companies. equity to1.assess along Tier by Management with 1the common investors, other measures equity analysts capital position reviews is and Tier of aofnon-GAAP bank capital regulatory financial 1 common as part financial measure services ofrow its financial Heading row column analyses financial total 1:(infrom and Billions) has information, equity, because columnincluded of and this current 2:December the non-GAAP corresponding interest in 31,participants. 2012 such end reconciliation heading toI (in (in to Billions):Tier Billions):Adjustments Basel other III represent comprehensive information 1 common Footnote assets income equity are reconciling on I the under 2calculated The Basel Basel adjustments, deducted for part Basel to Basel III based Basel of III market ITier December primarily I on 1can common (Footnote purposes, 31, certain to 2012:$ equity 3.derive management's Adjustments components 109.0 and current Tier 1 risk-weighted from of Basel cumulative common equity under on may the Basel impact III. valuation Footnote of adjustments 5. cumulative banking from Volatility interpretation other agencies Basel I in of interest the Basel comprehensive to in notices Basel III,rates III andincome of have capital proposed MSRs and a rules significant MSRs subject proposed to and impact by federal therefore, threshold deductions, as defined under comprehensive Basel income rulemaking III, nterpretations related to announced (ininBillions):Other futureAFS reporting and securities inand periods. IIIassumptions June 2012. End defined The proposed footnotes.)):Cumulative used in rulesother and December (in (in 31, 2012:$5.3 Billions):Total Billions):Threshold deductions, as defined estimating depending adjustments from deductions, under Basel Basel on final asBasel III, definedIcalculations include December promulgations to Basel under individual III31,areofbenefit December Basel III and subject 2012:$0.4 Basel (Footnote aggregate pension 31, to III change capital 2012:$5.7 4. plans Threshold limitations,rules. End footnotes.) as taxa percentage liability, deferred tax whichof assets Tier 1 common approximates and investments equity, theinMSR with respect book value(in unconsolidated to MSRs times (net thecompanies.of applicable related deferred statutory tax rates), Footnote anticipated (in 5. under End Billions):Total Under current footnotes.) BaselBasel risk-weighted proposals, December III December assets31,31, 2012:$0.9 2012:$(C) anticipated risk-weighted assetsunder$ financial Billions):Tier 113.8 Basel incorporate III 1 common (Footnote different 6. equity classifications ofrisk assets, models, with alongcertain with risk weights adjustments based to on a addresstoThe borrower's a change combination credit of rating or Wells credit/counterparty, Fargo's own operational and market under Basel risks, Basel and III III capital is other Basel preliminary rulemaking III and and elements. subject interpretations amount thereof of risk-weighted depending on byassets$ 1,389.2 final assets anticipated promulgation of regulatory anticipated authorities. (in Billions):Tier under 1Basel End common footnote.) equity III December toDecember 31, 2012:$(D) total2012:$(C)/(D) 31, risk-weighted 8.19%
Summary of Resolution Plan Funding The objective of effective liquidity management is to ensure that the Company can meet customer loan requests, customer deposit maturities, withdrawals and other cash commitments efficiently under both normal operating conditions and under unpredictable circumstances of industry or market stress. To achieve this objective, the Company's Corporate Asset Liability Management Committee ("ALCO") establishes and monitors liquidity guidelines that require sufficient asset-based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets. The Company sets these guidelines for both the consolidated balance sheet and for the Parent on a stand- alone basis to ensure that it can serve as a source of strength for its IDIs. Unencumbered debt and equity securities in the securities available-for-sale portfolio provide asset liquidity, as do the immediately liquid resources of cash and due from banks and federal funds sold, securities purchased under resale agreements and other short-term investments. Asset liquidity is further enhanced by the Company's ability to sell or securitize loans in secondary markets and to pledge loans to access secured borrowing facilities through the Federal Home Loan Banks ("FHLB") and the Federal Reserve Bank's Discount Window. Core customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. Additional funding is provided by long-term debt, other foreign deposits, and short-term borrowings. Wells Fargo accesses domestic and international capital markets for long-term funding (generally greater than one year) through issuances of registered debt securities, private placements and asset-backed secured funding. The following table summarizes the Company's funding sources, using average balances for the years indicated. Figure C-5 Funding Sources (average balance) Heading (In (In row column 1sources Millions):Funding Millions):Funding (in Millions) sources column 2:2012 Deposits:Market rate column Deposits:Interest-bearing and 3:2011 checking other end 2012:$ savings heading 30,564 row 2011:$ 2012:$505,310 47,705 2011:$464,450 (In (In (In Millions):Funding Millions):Funding Millions):Funding sources sources sources Deposits:Savings Deposits:Other Deposits:Deposits certificates timein deposits foreign 2012:$59,484 2012:$13,363 offices 2011:$69,711 2011:$13,126 2012:$67,920 2011:$61,566 (In (In (In Millions):Funding Millions):Funding Millions):Funding sources sources sources Deposits:Total interest-bearing Deposits:Short-term Deposits:Long-term borrowings deposits 2012:$676,641 2012:$51,196 debt 2012:$127,547 2011:$656,558 2011:$51,781 2011:$141,079 (In (In Millions):Funding Millions):Funding sources sources Deposits:Other Deposits:Total liabilities 2012:$10,032 2011:$10,955 (In (In Millions):Funding Millions):Funding sources Deposits:Total interest-bearing sources Deposits:Portion of nonsources funding liabilities interest-bearing 2012:$865,416 funding 2012:$ 1,169,465 sources 2011:$860,373 2012:$304,049 2011:$241,689 2011:$1,102,062
Summary of Resolution Plan D. Description of Derivative and Hedging Activities Wells Fargo primarily uses derivatives to manage exposure to market risk, interest rate risk, credit risk and foreign currency risk, and to assist customers with their risk management objectives. The Company designates derivatives either as hedging instruments in a qualifying hedge accounting relationship (fair value or cash flow hedge) or as free-standing derivatives. Free-standing derivatives include economic hedges that do not qualify for hedge accounting and derivatives held for customer accommodation or other trading purposes. The use of derivatives helps minimize unplanned fluctuations in earnings, fair values of assets and liabilities, and cash flows caused by interest rate, foreign currency and other market value volatility. Wells Fargo offers various derivatives, including interest rate, commodity, equity, credit and foreign exchange contracts, to its customers as part of its trading businesses. The Company typically offsets the exposure from such contracts by entering into other financial contracts. These derivative transactions are conducted in an effort to help customers manage their market price risks. The customer accommodations and any offsetting derivative contracts are treated as free-standing derivatives. To a much lesser extent, the Company takes positions executed for its own account based upon market expectations or to benefit from price differentials between financial instruments and markets. Free-standing derivatives include embedded derivatives that are required to be accounted for separately from their host contracts. The following table presents the total notional or contractual amounts and fair values for the Company's derivatives. Derivative transactions can be measured in terms of the notional amount, but this amount is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which interest and other payments are determined. Derivatives designated as qualifying hedge contracts and free-standing derivatives are recorded on the balance sheet at fair value in other assets or other liabilities. Customer accommodation, trading and other free-standing derivatives are recorded on the balance sheet at fair value in trading assets, other assets or other liabilities.
Summary of Resolution Plan Figure D-1 Derivative Assets and Liabilities Heading amount row column column 1 (in column 3:December Millions) 31, 2012 column 2:December Fair value:Asset 31, 2012 31, 2011derivatives Fair value:Notional column 4:December or contractual value:Liability column Fair (In 6:Decemberderivatives value:Liability Millions):Derivatives 31, 2011 derivatives Fair designated 5:December endvalue:Asset heading as hedging rowderivatives Fair value:Notional column instruments:Interest 7:December rate or 31, contracts 201131, 2012 contractual amountFair (Footnote December swaps and 1. Notional 31, 2011, designated amounts of asbasis one presented swaps hedging that exclude are combined instrument. $4.7B End at with December receive footnote.) 31, 2012, fixed-rate/pay December 31, and $15.5B floating-rate 2012 Fair at value:Notional or or contractual December 31, contractual amount:$ 2012 Fair amount:87,537 92,004 December value:Liability December 31,31,2011 2012Fair derivatives:2,696 Fairvalue:Asset value:Asset derivatives:7,284 Decemberderivatives:8,423 31, 2011 Fair value:Notional December (In December 31, 31, 2011 Millions):Derivatives 2012 Fair Fair value:Liability designated value:Notional derivatives2,769 as hedging or instruments:Foreign contractual amount:$ 27,382 exchange December contracts(Footnote 1.) Fair Fair (In value:Asset December 31, value:Asset derivatives:1,808 2011 Fair derivatives:1,523 Millions):Derivatives designated December value:Notional Decemberor as hedging 31, 31, 2012 contractual 2011 Fair value:Liability amount:22,269 Fair instruments:Totalvalue:Liability December derivatives 31,31,2011 derivatives:274 derivatives572 designated 2012 as qualifying amount:$ December 0hedging December 31, 2012 instruments 31, 2012 December Fair 31, value:Asset 2012 Fair value:Notional derivatives:9,092 or contractual or (Incontractual December 2011 Fair 31, amount:0 Millions):Derivatives derivatives(economic Fair value:Liability December value:Liability not designated hedges):Interest derivatives:2,970 31, 2011 Fair value:Asset derivatives3,341 as contracts(Footnote rate hedging December instruments 31, 2011 Fair value:Notional derivatives:9,946 2. Free-standing Includes free-standing derivatives residential 2012 Fair (economic MSRs, MHFS, value:Notional hedges) loans or used and to contractual hedge other the risk interests amount:$ of changes held. 334,555 End in the31, footnote.) December fair value December 2012 of31, Fair value:Asset derivatives:450 value:Notional December 31, December or 2011 contractual Fair 31,amount:377,497 2012 Fairderivatives2,011 value:Liability value:Liability December derivatives:694 31, 2011 December Fair value:Asset 31, 2011 Fair derivatives:2,318 (In Millions):Derivatives (economic contractual hedges):Equity amount:$ 75 not designated contracts December 31, as December 2012 hedging 31, Fair instruments 2012 Fair value:Asset Free-standing value:Notional derivatives:0 orderivatives December December 31, value:Notional 31, 2012 or Fair value:Liability contractual amount:0 2011 Fair value:Liability derivatives:50 December derivatives0 31, December 2011 Fair 31, 2011 value:Asset Fair derivatives:0 (In Millions):Derivatives (economic hedges):Foreign notexchange designated as2012 hedging contracts Fairinstruments December 31, 2012 Free-standing derivatives contractual December value:Notional December amount:$ 31, 31, 2012 3,074 Fair or contractual 2011 Fair December value:Liability amount:5,833 value:Liability 31, derivatives:64 December derivatives3 value:Asset December 31,Fair Fair 2011 31, 2011 Free-standing value:Notional derivatives:3 or Fair derivatives:250 value:Asset (In or Millions):Derivatives (economic hedges):Credit contractual amount:$ 16not designated contracts December - 31,as hedging protection 2012 Fair instruments purchased December value:Asset 31, derivatives:02012 derivatives Fair value:Notional December or 31, contractual 2012 2011 Fair 31, amount:125 value:Liability December 31,derivatives:0 December derivatives:3 31, 2011 Fair value:Notional December (In Millions):Derivatives derivatives(economic Fair value:Liability not designated hedges):Other as2011 Fair value:Asset derivatives0 31,hedging derivatives instruments December 31, 2012Free-standing Fair or contractual December 31, value:Notional December 31, amount:$ 2012 or Fair 2,296 contractual December value:Liability amount:2,367 2011 Fair value:Liability 2012 derivatives:78 December derivatives117 Fair value:Asset December 31, 2011 Fair 2011value:Notional 31,derivatives:0 Fair derivatives:0 value:Asset (In Millions):Derivatives (economic December hedges):Subtotal 31, 2012 Fair notDecember designated31, value:Liability as 2012 hedging Fair derivatives:886 instruments value:Asset December Free-standing derivatives:453 31, 2011 Fair derivatives value:Notional or (Incontractual December 31, amount:0 2011 Millions):Customer Fair December 31, value:Liability accommodation, 2011 Fair value:Asset derivatives2,131 trading and other derivatives:2,571 free-standing derivatives:Interest rateFair contracts December value:Asset December 31, 31, 2012 2011 Fair Fair value:Notional derivatives:63,617 December value:Notional or or contractual 31, 2012 contractual Fairamount:$ 2,774,783 value:Liability amount:2,425,144 December 31,31,2011 derivatives:65,305 December 2012 Fair (In value:Asset December 31, derivatives:81,336 Millions):Customer 2012 Fairaccommodation, value:Notional December trading or 31, 2011 and contractual otherFair value:Liability free-standing amount:$ 90,732 derivatives83,834 derivatives:Commodity December 31, 2012 contracts Fair Assetvalue:Asset December derivatives:3,456 31, 2011 Fairaccommodation, derivatives:4,351 December December value:Notional 31, 2011or 31, 2012 contractual Fair and Fair value:Liability amount:77,985 value:Liability derivatives:3,590 December derivatives4,234 31, 2011 Fair value: (In Millions):Customer December 31, Fair value:Asset 2012 Fair value:Notional derivatives:3,783 December trading or contractual other free-standing amount:$ 31, 2012 amount:68,778 71,958 derivatives:Equity December Fair value:Liability derivatives:4,114 31, 2012 contracts December December 31, 31, 2011 Fair 2011December value:Notional value:Asset Fairaccommodation, value:Liability or contractual derivatives:3,768 derivatives3,661 (In Millions):Customer exchange December contracts 31, 2011 2012 Fair 31, 2012 Fair value:Notional value:Asset trading Fair derivatives:3,713and other value:Notional free-standing Decemberor contractual 31, 2012derivatives:Foreign amount:$ Fair 166,061 December (In contracts - 31, Millions):Customer protection value:Asset accommodation, sold December 31, or contractual derivatives:3,151 trading 2012 amount:140,704 December andvalue:Notional Fair other 31, free-standingor 2011 Fair value:Liability value:Liability derivatives:3,241 derivatives:Credit contractual derivatives2,803 amount:$ December 26,455 31, value:Notional 2012December Fair 31, 2012 value:Liability or contractual Fair amount:38,403 value:Asset derivatives:2,623 December derivatives:315 December 31, 2011 Fair31, 2011 Fair derivatives:319 value:Asset December (In Credit 31, contracts 2011 Millions):Customer Fair - protectionvalue:Liability accommodation, purchased derivatives5,178 trading December and other 31, 2012 free-standing Fair value:Notionalderivatives: contractual December contractual December amount:$ 31, 2012 amount:36,15 31, 2011 29,021 Fair Fair December value:Liability December value:Liability 31,31, 2012 Fair derivatives:329 2011 Fair derivatives276 value:Asset December value:Asset 31, 2011 Fairorvalue:Notional or derivatives:1,495 derivatives:3,254 (In FairMillions):Customer December 31, value:Asset 2012 Fairaccommodation, value:Notional derivatives:76,379 trading or December and contractual 31, 2012other free-standing amount:$ Fair 0 December value:Liability derivatives:Subtotal 31,2011 2012 derivatives:79,202 December Fair (In 31, 2011 value:Asset Millions):Customer Fairaccommodation, value:Notional derivatives:96,179 or December contractual trading 31, 2011 and amount:0 otherFair December value:Liability free-standing 31, derivatives99,986 derivatives: Total Asset derivatives Fair value:Notional not derivatives:76,832 designated or contractual December as hedging amount:$ 31, 2012 instruments 0 December Fair December 31, value:Liability 2012 31, Fair 2012 value: derivatives:80,088 December value:Notional or contractual amount:0 Fair trading December Fair and31, 31, value:Asset 2011 value:Liability other 2012 Fair value:Asset derivatives102,117 free-standing Fair value:Notional derivatives:85,924 derivatives:98,750 (In derivatives:Total or December Millions):Customer derivatives contractual 31, 2012 December amount:$ Fair 31, 0December 2011 accommodation, before netting December value:Liability 31,2011 2012 derivatives:83,058 December Fair (In 31, value:Asset 2011 Millions):Customer Fair value:Notional derivatives:108,696 accommodation, or December contractual trading 31, and 2011amount:0 other Fair value:Liability free-standing 31, derivatives105,458 derivatives:Netting (Footnote related The cash amount 3; collateral, Represents of cash netting with collateral the of derivative same netted counterparty against asset and subject derivative liability to assets balances, master and netting liabilitiesandarrangements. was $5.0B and respectively, or contractual $14.5B, at2012 December respectively, 31, 2011. End at December Fair31, footnote.) 2012, and December 31,$6.6B 2012 andFair$15.4B, value:Notional December December Asset (In 31, amount:$ 31, 2011 Fair derivatives:(81,143) Millions):Customer 0value:Liability December 31, 2012 December 31,derivatives:(71,116) Fairaccommodation, value:Notional or contractual 2011 trading Fair and value:Asset amount:0 value:Liability other derivatives:(62,108) December free-standing 31, 2011 Fair value: derivatives(89,990) derivatives:Total December 31, Fair value:Asset 2012 Fair value:Notional derivatives:23,816 or contractual amount:$ 0 December 31, 2012 December December 31, 31, 2011 2011 Fair value:AssetDecember Fair value:Notional value:Liability 31, 2012amount:0 or contractual derivatives:27,553 derivatives15,468 Fair value:Liability derivatives:11,942
Summary of Resolution Plan E. Memberships in Material Payment, Clearing, and Settlement Systems During 2012, the Company engaged in cash and securities transactions across 33 different payment, clearing and settlement systems ("networks"): 28 domestic and five international. Examples of these networks, including all material networks, are described in the following table. Figure E-1 Material Networks Heading column row column 1:No. 4:Description columnrow end heading 2:Network Number:1 column 3:Domestic Network:Fedwire or International Domestic that gross or International:Domestic issettlement owned order-by-order and operated system. basis bynetting. Payments without Description:A the Federal are Reserve. continuously Number:2 wire transfer Fedwire settled Network:ClearingFunds on an isFunds service Service provider a real-time individual, House Interbank Payments Payments Interbank System Domestic System or International:Domestic ("CHIPS") is a large-value Description:The wire transfer Clearing payment House system with of of real-time settlement, U.S. dollar final settlement which occurspayments cross-border of payments. throughout andthean Payments day. CHIPS increasing become processes volume final on completion of aU.S. large proportion domestic payments. Number:3 Description:ACHIPS is owned Network:Fedwire national by the world's Securities securities largest Service book-entry commercial Domestic system that banks. isorowned International:Domestic and operated by the Federal securities Securities and Reserve. related conducts Fedwire funds, issuance, on anSecurities individual transfer conducts and and settlement real-time gross forbasis. all transfers Fedwire marketable of Treasury securities, enterprise securities for andmany federal for certain government international agency and organizations' government-sponsored securities.
Summary of Resolution Plan Figure E-1 Material Networks - Continued Heading column row column 4:Description or1:No. columnrow endpayment heading 2:Network Numbe:4 column 3:Domestic Network:Electronic or International Network ("EPN") operated Domestic is by an The International:Domestic electronic Clearing House system Association, Description:The providing LLC. ACH The services ACH thatPayment Electronic system Payment is owned facilitates andNetwork exchanges of Thebatched system Social debit Security, and processes credit mortgage payments pre-authorized and utility among business, recurring payments, payments and consumer such as non-recurring and government payroll, payments such accounts. as telephone-initiated at lockboxes and International:Domestic payments points of andNumbe:5 sale. the conversion Description:FedACH ofelectronic checks into Network:FedACH is an ACH payments Services payment Domestic system or providing ACH services batched The debit system and and is owned credit and payments operated among by the business,Federal Reserve. consumer and The ACH government system exchanges accounts. Numbe:6 Domestic ("FICC") orprocesses Network:Fixed is pre-authorized Income aInternational:Domestic U.S. securities clearing recurring Clearing payments Corporation Description:The agency. One and of Fixed FICC's non-recurring - Government Income two Clearing divisions, payments. Securities Division Corporation the Government Securities Division, provides real-time trade matching, risk and netting for trades in U.S. Government debt issues, including repurchase agreements. management
Summary of Resolution Plan Figure E-1 Material Networks - Continued Heading column Domestic row column 1end 4:Description No.heading columnrow 2:Network Number:7 column 3:Domestic Network:The or International Depository Trust Company ("DTC") services isoraeligible for International:Domestic central securities securities and Description:The depository other providing financial Depository depository assets to its Trust and Company book-entry participants, which system are securities principally for operated ("NSCC"). NSCCtrades banks byprovides its and thataffiliate, broker-dealers. are clearing, cleared and National settled DTC inrisk Securities settlement, the processes Continuous Clearing the movement Net Settlement Corporation management, central of counterparty for American servicestrades broker-to-broker depositary and a involving guarantee receipts, of completion equities, exchange-traded forand corporate funds, certain and transactions municipal unit investmentdebt, trusts. Number:8 Domestic Settlement Network:Viewpointe or & International:Domestic Association Clearing, Services, LLC isSettlement Description:Viewpointe aand private & Association sector Services, LLC Clearing, clearinghouse that provides end-to-end Number:9 cloud-based check Network:The information image exchange, Small Value governance, clearing Payments check settlement Company archive, and L.L.C.ACH association services. Domestic ("SVPCo") or International:Domestic is theimaging Check Image Description:The Exchange business Small Value of TheinstitutionsPayments Clearing House, Company L.L.C. providing The Company through check an Image uses SVPCo Paymentsandtorelated services distribute checks to financial to other SVPCo of members, all sizes. including to exchange images and shareNetwork that allows best practices financial amongst institutions one another.
Summary of Resolution Plan Figure E-1 Material Networks - Continued Heading column rowReserve columnClearing 4:Description 1:No. column endReserve heading 2:Network row column 3:Domestic or International the The Federal Description:The institution Company involvedFederal with leverages Network theorFed the plays clearing and Clearing aNumber:10 Domestic critical settlement network or Network:Fed role of for interbankdrawn Clearing International:Domestic aschecks the intermediary payments. - on banks that are Inc.not Number:11 is amembers global of a paymentslocal Network:Visa, private Inc. Domestic technology sectoror company clearinghouse. International:Domestic that connects consumers,Description:Visa, businesses, banks to use and governments electronic Number:12 payments Network:Chicago in more insteadthan 200 countries ofMercantile MercantilecashExchange, and checks. and Inc.territories, Domestic enabling them or International: Domestic provides Description:The clearing and Chicago settlement services for Exchange futures, Group options, and ("CME") over-the-counter are provided derivatives by the CME products. Clearing divisionThese clearing of CME's and settlement wholly settles services ownedfutures subsidiary, Chicago options Mercantile contracts Exchange traded on the Inc. CME Chicago Clearing Mercantile clears Cityand Exchange Inc. and and futures New and York Mercantile the clearing options Mercantile Exchange and exchanges: Exchange, and settlement the Board Inc., Global services of Trade Commodity Emissions for of the Exchange, Exchange. over-the-counter of CME Chicago, Inc., derivatives the five Inc., Dubai Clearing other backs transactions, CME Clearing provided Europe through Limited, CME's which ClearPort platform. CME wholly owns providing Number:13 clearing Description:LCH.Clearnet England Wales. services andNetwork:LCH.Clearnet For for various Ltd. U.K. ("LCH")Ltd.was regulatory is established over-the-counter Domestic or incorporated purposes, inderivatives 2011 theandlaws began in Europe. International:International LCH under isAct a "recognized of clearing LCH alsohouse" is a under derivativesthe Financial clearing Services organization andinMarkets the U.S. and 2000. is subject Commodity Group to Commodity Exchange Limited. The groupFutures Act.isLCH Trading Commission is a wholly-owned currently majority-owned rules and subsidiary the U.S. of LCH.Clearnet by its users.
Summary of Resolution Plan Description of Foreign Operations While the Company does maintain foreign operations, the Company's operations and employees primarily are located in the United States. As a result, the vast majority of revenues, profits, assets, and liabilities are related to the Company's domestic operations. Wells Fargo's foreign operations are conducted through WFBNA's overseas branches (Footnote8.WFBNAhasbranchesintenjurisdictionsand27representativeofficesin24jurisdictions.Endfootnote.)andthe Company's foreign subsidiaries, the largest of which is Wells Fargo Bank International, a Dublin-based bank supervised by the Central Bank of Ireland. At December 31, 2012, the Company's foreign loans totaled $37.8 billion, representing approximately 5% of the Company's total consolidated loans outstanding and approximately 3% of the Company's total assets. Wells Fargo classifies loans as foreign if the borrower's primary address is outside the United States. In addition to foreign lending, Wells Fargo's international business line, Wells Fargo International Group, focuses on facilitating U.S. customers' needs internationally by providing certain financial services globally, including foreign exchange, global payment services, global trade services, and international treasury management. Wells Fargo serves U.S. customers doing business globally, foreign companies doing business in the United States, and financial institutions globally. The Company also engages in investment advisory and broker-dealer activities through a limited number of locally chartered and licensed subsidiaries. Less than 3% of Wells Fargo team members are employed outside the United States.
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