EXHIBIT 25.1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------
[ ] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
NOT APPLICABLE 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94163
(Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-172
SIXTH AND MARQUETTE, 17TH FLOOR
MINNEAPOLIS, MN 55479
(agent for services)
-----------------------------
MERITAGE CORPORATION
(Exact name of obligor as specified in its charter)
MARYLAND 86-0611231
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6613 NORTH SCOTTSDALE RD., SUITE 200 85250
SCOTTSDALE, AZ
(Address of principal executive offices) (Zip code)
-----------------------------
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230
Federal Deposit Insurance Corporation
Washington, D.C. 20429
Federal Reserve Bank of San Francisco
San Francisco, CA 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in
effect.
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence for Wells Fargo Bank, National Association,
dated November 28, 2001.
Exhibit 3. A copy of the authorization of the trustee to exercise corporate
trust powers. A copy of the Comptroller of the Currency Certificate
of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank,
National Association, dated November 28, 2001.
Exhibit 4. Copy of By-laws of the trustee as now in effect.
Exhibit 5. Not applicable.
Exhibit 6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Los Angeles and State
of California on the day of 30th of April, 2002.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Jeanie Mar
----------------------------------------
Name: Jeanie Mar
Title: Vice President
EXHIBIT 1 TO FORM T-1
WELLS FARGO BANK, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
EFFECTIVE OCTOBER 30, 1998
ARTICLE I - NAME
The title of the Association shall be WELLS FARGO BANK, NATIONAL
ASSOCIATION.
ARTICLE II - OFFICES
1. Main Office. The main office of the Association shall be in the
City and County of San Francisco, State of California. The Board of Directors
shall have the power to change the location of the main office to any other
place within the City and County of San Francisco, State of California, without
the approval of the stockholders, but subject to the approval of the Comptroller
of the Currency.
2. Branch Offices. The Board of Directors shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the stockholders but subject to the
approval of the Comptroller of the Currency.
3. Conduct of Business. The general business of the Association
shall be conducted at its main office and its branches.
ARTICLE III - BOARD OF DIRECTORS
1. Number; Vacancy. The Board of Directors of the Association shall
consist of not less than five nor more than twenty-five persons, the exact
number of Directors within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the stockholders at any annual or special meeting
thereof. Unless otherwise provided by the laws of the United States, any vacancy
in the Board of Directors for any reason, including an increase in the number
thereof, may be filled by action of the Board of Directors.
2. Appointment of Officers. The Board of Directors shall appoint one
of its members as the President of the Association. The President shall also be
the Chairman of the Board unless the Board of Directors appoints another
Director to be the Chairman of the Board. The Board of Directors shall have the
power to appoint or to determine the manner of appointing the other officers of
the Association.
3. Powers. The Board of Directors shall have the power to define or
to determine the manner of defining the duties of the officers and employees of
the Association; to fix or to determine the manner of fixing the salaries to be
paid to them; to dismiss or to determine the manner of dismissing them; to
require bonds from them and to fix the penalty thereof; to regulate the manner
in which any increase of the capital of the Association shall be made; to manage
and administer the business and affairs of the Association; to make all By-Laws
that it may be lawful for the Board of Directors to make; and generally to do
and perform all acts that it may be legal for a Board of Directors to do and
perform.
ARTICLE IV - MEETINGS OF STOCKHOLDERS
1. Annual Meeting. The annual meeting of the stockholders for the
election of Directors and the transaction of whatever other business may be
brought before said meeting shall be held at the main office or such other place
as the Board of Directors may designate, on the day of each year specified
therefor in the By-Laws, but if no election is held on that day, it may be held
on any subsequent day according to the provisions of law; and all elections
shall be held according to such lawful regulations as may be prescribed by the
Board of Directors.
2. Special Meetings. Special meetings of the stockholders of this
Association unless otherwise regulated by statute, for any purpose or purposes
whatsoever, may be called at any time by the Board of Directors, the chief
executive officer or by one or more stockholders holding not less than one-fifth
of the voting power of the Association.
3. Notice of Meetings. Unless otherwise regulated by statute, a
notice of the time, place and purpose of every annual and special meeting of the
stockholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each stockholder of record
at his address as shown upon the books of the Association.
4. Written Consents. Unless otherwise regulated by statute, any
action required or permitted to be taken by the stockholders may be taken
without a meeting, if all stockholders shall individually or collectively
consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the stockholders. Such action by
written consent shall have the same force and effect as the unanimous vote of
the stockholders.
ARTICLE V - INDEMNITY
Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason or his being or having been
a Director, officer, or employee of the Association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Association: Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association: And, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Capital Stock of the Association,
or the Board of Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit, or proceeding, constituting a majority
of the entire number of Directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law. The
Association may, upon the affirmative vote of a majority of its Board of
Directors, purchase insurance for the purpose of indemnifying its Directors,
officers, or employees.
ARTICLE VI - CAPITAL
1. Capitalization. The Association is authorized to issue a total of
112,200,000 shares of common stock (the "Common Stock") and 1,225,000 shares of
preferred stock. The aggregate par value of all the shares of Common Stock which
the Association shall be authorized to issue shall be $1,122,000,000, and the
par value of each share of Common Stock which the Association shall be
authorized to issue shall be Ten Dollars ($10.00). The aggregate par value of
all the shares of preferred stock which the Association shall be authorized to
issue shall be $12,250, and the par value of each share of preferred stock which
the Association shall be authorized to issue shall be One Cent ($0.01).
2. Voting Rights. Each holder of Common Stock shall be entitled to
vote on all matters, one vote for each share of Common Stock held by him,
provided that, in all elections of Directors, each holder of Common Stock shall
have the right to vote the shares allocated to the number of shares owned by him
for as many persons as there are Directors to be elected, or to cumulate such
votes and give one candidate as many votes as the number of Directors to be
elected multiplied by the number of votes allocable to his share shall equal, or
to distribute such votes on the same principle among as many candidates as he
shall think fit.
3. Debt Obligations. The Association, at any time and from time to
time, may authorize the issue of debt obligations, whether or not subordinated,
without the approval of the stockholders.
4. Preferred Stock, Series A.
A. Designation. 1,225,000 shares of the preferred stock of the
Association are designated as 7 3/4% Noncumulative Preferred Stock, Series A
(hereinafter referred to as the "Series A Preferred Shares" or the "Series").
The Series A Preferred Shares shall have a liquidation preference of $1,000 per
share (the "Liquidation Preference"). The number of authorized Series A
Preferred Shares may be reduced by further resolution duly adopted by the Board
of Directors of the Association (the "Board") and by the filing of articles of
amendment stating that such reduction has been so authorized. The number of
authorized shares of this Series shall not be increased.
B. Dividends. (a) Dividends on the Series A Preferred Shares shall
be payable at a rate of 7 3/4% of the Liquidation Preference per annum, if, when
and as declared by the Board out of assets of the Association legally available
therefor. If declared, dividends on the Series A Preferred Shares shall be
payable quarterly in arrears on January 15, April 15, July 15 and October 15 of
each year (a "Dividend Date"), commencing on the first Dividend Date after the
Time of Exchange (as defined below). Dividends will accrue from the first day of
the fiscal quarter ending on each Dividend Date (each a "Dividend Period"),
whether or not declared or paid for the prior Dividend Period. Each declared
dividend shall be payable to the holder of record of the Series A Preferred
Shares as it appears at the close of business on the stock register of the
Association on such record date, not exceeding 45 days preceding the payment
date thereof, as shall be fixed by the Board.
(b) If the Board fails to declare a dividend on the Series A
Preferred Shares for any Dividend Period, then the holder of the Series A
Preferred Shares will have no right to receive a dividend on such shares for
that Dividend Period, and the Association will have no obligation to pay a
dividend for that Dividend Period, whether or not dividends are declared and
paid for any future Dividend Period with respect to either the Series A
Preferred Shares or the Common Stock of the Association.
(c) If full dividends on the Series A Preferred Shares for any
Dividend Period shall not have been declared and paid, or declared and a sum
sufficient for the payment thereof shall not have been set apart for such
payment, no dividends shall be declared or paid or set aside for payment and no
other distribution shall be declared or made or set aside for payment upon the
Common Stock or any other capital stock of the Association ranking junior to or
on a parity with the Series A Preferred Shares as to dividends or amounts upon
liquidation, nor shall any Common Stock or any other capital stock of the
Association ranking junior to or on a parity with the Series A Preferred Shares
as to dividends or amounts upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any monies to be paid to or made available
for a sinking fund for the redemption of any such stock) by the Association
(except by conversion into or exchange for other capital stock of the
Association ranking junior to the Series A Preferred Shares as to dividends and
amounts upon liquidation), until such time as dividends on all outstanding
Series A Preferred Shares have been (i) declared and paid declared for three
consecutive Dividend Periods and (ii) declared and paid or declared and a sum
sufficient for the payment thereof has been set apart for payment for the fourth
consecutive Dividend Period. Notwithstanding the above, nothing in this
subparagraph shall prevent the Association from treating an amount consented to
by a holder of the Common Stock under the provisions of section 565 of the
Internal Revenue Code of 1986, as amended (the "Code"), as a dividend for
purposes of the dividends paid deduction under section 561 of the Code.
(d) When dividends are not paid in full (or a sum sufficient for
such full payment is not set apart) upon the Series A Preferred Shares and the
shares of any other series of capital stock of the Association ranking on a
parity as to dividends with the Series A Preferred Shares, all dividends
declared upon the Series A Preferred Shares and any such other series of capital
stock shall be declared pro rata so that the amount of dividends declared per
share on the Series A Preferred Shares and such other series of capital stock
shall, in all cases, bear to each other the same ratio that full dividends, for
the then-current Dividend Period, per share on the Series A Preferred Shares
(which shall not include any accumulation in respect of unpaid dividends for
prior Dividend Periods) and full dividends, including required or permitted
accumulations, if any, on such other series of capital stock bear to each other.
(e) The holder of the Series A Preferred Shares shall not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of full dividends, as herein provided, on the Series A Preferred Shares. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Series A Preferred Shares which may be
in arrears.
C. Redemption. (a) With the prior approval of the United States
Office of the Comptroller of the Currency (the "OCC"), the Association, at its
option, may redeem the Series A Preferred Shares, in whole or in part, at any
time or from time to time, at a redemption price equal to the Liquidation
Preference per share, plus accrued and unpaid dividends thereon to the date
fixed for redemption.
(b) In the event the Association shall redeem any of the Series A
Preferred Shares, notice of such redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
redemption date, to the holder of record of the Series A Preferred Shares, at
the holder's address as the same appears on the stock register of the
Association. Each such notice shall state: (i) the redemption date; (ii) the
number of Series A Preferred Shares to be redeemed and, if fewer than all the
Series A Preferred Shares held by the holder are to be redeemed, the number of
such shares to be redeemed from the holder; (iii) the redemption price; and (iv)
the place or places where certificates for such shares are to be surrendered for
payment of the redemption price.
(c) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Association in providing
money for the payment of the redemption price), said Series A Preferred Shares
shall no longer be deemed to be outstanding, and all rights of the holder
thereof as a stockholder of the Association (except the right to receive from
the Association the redemption price) shall cease. If such shares are
represented by a certificate, upon surrender in accordance with said notices of
the a certificate for any Series A Preferred Shares so redeemed (properly
endorsed or assigned for transfer, if the Board shall so require and the notice
shall so state), such shares shall be redeemed by the Association at the
redemption price aforesaid. In case fewer than all the Series A Preferred Shares
represented by any such certificate is redeemed, a new certificate shall be
issued representing the unredeemed Series A Preferred Shares without cost to the
holder thereof.
(d) Any Series A Preferred Shares, which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board.
D. Automatic Exchange. (a) Series A Preferred Shares will be issued
only in exchange (the "Automatic Exchange") for shares of 7 3/4% Noncumulative
Exchangeable Preferred Stock, Series A, $0.01 par value per share (a "REIT
Preferred Share"), of Wells Fargo Realty Corporation II, a Maryland corporation
(the "REIT"), upon the terms and conditions set forth in this Section D.
(b) The Automatic Exchange will occur only if the appropriate
federal regulatory agency directs in writing (a "Directive") an exchange of the
REIT Preferred Shares for the Series A Preferred Shares because (i) the REIT
becomes "undercapitalized" under prompt corrective action regulations, (ii) the
REIT is placed into conservatorship or receivership or (iii) the appropriate
federal regulatory agency, in its sole discretion, anticipates the REIT becoming
"undercapitalized" in the near term (an "Exchange Event").
(c) Upon an Exchange Event, upon surrender to the Association by the
holder of the REIT Preferred Shares of the certificate, if any, representing
each share of the REIT Preferred Shares of the holder, the Association shall be
unconditionally obligated to issue to the holder in exchange for each such REIT
Preferred Share a certificate representing one Series A Preferred Share.
(d) The Automatic Exchange shall occur as of 8:00 a.m., Eastern
Time, on the date for such exchange set forth in the Directive, or, if such date
is not set forth in the Directive, as of 8:00 a.m., Eastern Time, on the
earliest possible date such exchange could occur consistent with the Directive
(the "Time of Exchange"). As of the Time of Exchange, the holder of the REIT
Preferred Shares shall thereupon and thereafter be deemed to be and shall be for
all purposes a holder of Series A Preferred Shares. The Association shall
deliver to the holder of REIT Preferred Shares a certificate for Series A
Preferred Shares upon surrender of the certificate for the REIT Preferred
Shares. Until such replacement stock certificate is delivered (or in the event
such replacement certificate is not delivered), any certificate previously
representing the REIT Preferred Shares shall be deemed for all purposes to
represent Series A Preferred Shares.
(e) In the event the Automatic Exchange occurs, any accrued and
unpaid dividends on the REIT Preferred Shares as of the Time of Exchange would
be deemed to be accrued and unpaid dividends on the Series A Preferred Shares.
E. Conversion. The holder of Series A Preferred Shares shall not
have any rights to convert such shares into shares of any other class or series
of capital stock of the Association.
F. Liquidation Rights. (a) Upon the voluntary or involuntary
dissolution, liquidation or winding up of the Association, the holder of the
Series A Preferred Shares shall be entitled to receive and to be paid out of the
assets of the Association available for distribution to its stockholder, before
any payment or distribution shall be made on the Common Stock or on any other
class of stock ranking junior to the Series A Preferred Shares upon liquidation,
the amount of the Liquidation Preference per share, plus the quarterly accrued
and unpaid dividend thereon to the date of liquidation.
(b) After the payment to the holder of the Series A Preferred Shares
of the full preferential amounts provided for in this Section F, the holder of
the Series A Preferred Shares as such shall have no right or claim to any of the
remaining assets of the Association.
(c) If, upon any voluntary or involuntary dissolution, liquidation
or winding up of the Association, the amounts payable with respect to the
Liquidation Preference and any other shares of capital stock of the Association
ranking as to any such distribution on a parity with the Series A Preferred
Shares are not paid in full, the holder of the Series A Preferred Shares and of
such other shares will share ratably in any such distribution of assets of the
Association in proportion to the full respective liquidating distributions to
which they are entitled.
(d) Neither the sale of all or substantially all the property or
business of the Association, nor the merger or consolidation of the Association
into or with any other Association, nor the merger or consolidation of any other
Association into or with the Association shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, of the Association for
purposes of this Section F.
(e) Upon the dissolution, liquidation or winding up of the
Association, the holder of the Series A Preferred Shares then outstanding shall
be entitled to be paid out of the assets of the Association available for
distribution to its stockholder all amounts to which the holder is entitled
pursuant to paragraph
(a) of this Section F before any payment shall be made to the holder of any
class of capital stock of the Association ranking junior to the Series A
Preferred Shares upon liquidation.
G. Ranking. For purposes of these articles, any stock of any class
or classes of the Association shall be deemed to rank:
(a) Prior to the Series A Preferred Shares, either as to
dividends or upon liquidation, if the holder of such class or classes
shall be entitled to the receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the Association, as the
case may be, in preference or priority to the holder of the Series A
Preferred Shares;
(b) On a parity with the Series A Preferred Shares, either as
to dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share or
sinking fund provisions, if any, be different from those of the Series A
Preferred Shares, if the holder of such stock shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Association, as the case may be, without
preference or priority, one over the other, as between the holder of such
stock and the holder of the Series A Preferred Shares; and
(c) Junior to the Series A Preferred Shares, either as to
dividends or upon liquidation, if such class shall be Common Stock or if
the holder of the Series A Preferred Shares shall be entitled to receipt
of dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Association, as the case may be, in preference or
priority to the holder of shares of such class or classes.
H. Voting Rights. The Series A Preferred Shares shall not have any
voting rights, either general or special, unless required by applicable law.
ARTICLE VII - PERPETUAL EXISTENCE
The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.
ARTICLE VIII - AMENDMENT
These Articles of Association may be amended at any regular or
special meeting of the stockholders by the affirmative vote of the holders of a
majority of the Capital Stock of the Association, unless the vote of the holders
of a greater amount of Capital Stock is required by law, and in that case by the
vote of the holders of such greater amount.
EXHIBIT 2 TO FORM T-1
[LOGO]
- --------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
- --------------------------------------------------------------------------------
WASHINGTON, D.C. 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, JOHN D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Wells Fargo Bank, National Association," San Francisco, California, (Charter
No. 1741) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department in the City of
Washington and District of Columbia, this
28th day of November, 2001.
[SEAL]
/s/ John D. Hawke, Jr.
-----------------------------------------
Comptroller of the Currency
EXHIBIT 3 TO FORM T-1
[LOGO]
- --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of the National Banks
- --------------------------------------------------------------------------------
Western District Office
50 Fremont Street, Suite 3900
San Francisco, CA 94105-2292
CERTIFICATE OF CORPORATE EXISTENCE
(WITH FIDUCIARY POWERS)
I, JOHN C. BEERS, on behalf of the Office of the Comptroller of the Currency,
hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation
and supervision of all National Banking Associations;
2. Wells Fargo Bank, National Association, San Francisco, California, Charter
Number 1741, is a National Banking Association formed under the laws of the
United States of America and authorized hereunder and continues to hold
authority to transact the business of banking (and to act in all fiduciary
capacities) permitted thereby on the date of this certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused the seal of the
Office of the Comptroller of the Currency, in
the City of San Francisco, California, to be
affixed this 23rd day of April, A.D. 1993.
/s/ John C. Beers
---------------------------------------------
JOHN C. BEERS
Manager, Licensing
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION
(AS AMENDED NOVEMBER 2, 2000)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. All annual meetings of the stockholders
of Wells Fargo Bank, National Association (the "Bank") shall be held at the head
office of the Bank, or other convenient place duly authorized by the Board of
Directors, on the third Monday of April in each year at 3:30 o'clock p.m., if
not a bank holiday, and if a bank holiday then on the next succeeding business
day at the same hour and place. At such meetings, directors shall be elected,
reports of the affairs of the Bank shall be considered, and any other business
may be transacted which is within the powers of the stockholders.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders,
unless otherwise regulated by statute, for any purpose or purposes whatsoever,
may be called at any time by the Board of Directors, the chief executive officer
or one or more stockholders holding not less than one-fifth of the voting power
of the Bank. Such meetings shall be held at the head office of the Bank or other
convenient place duly authorized by the Board of Directors.
SECTION 3. NOTICE OF MEETINGS. Unless otherwise provided by statute,
a notice of the time, place and purpose of every annual and special meeting of
the stockholders shall be given by first-class mail, postage prepaid, mailed at
least 10 days prior to the date of such meeting to each stockholder of record at
his or her address as shown upon the books of the Bank, or if no address is
shown, at 464 California Street, San Francisco, California. Except as otherwise
provided by statute, the transactions of any meeting of stockholders, however
called and noticed and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
stockholders entitled to vote, not present in person or by proxy, signs a
written waiver of notice of such meeting. All such waivers shall be filed with
the records of the Bank or made a part of the minutes of the meeting.
SECTION 4. PROXIES. Stockholders may vote at any meeting of the
stockholders by proxies duly authorized in writing, but no officer or employee
of the Bank shall act as proxy. Proxies shall be valid only for one meeting, to
be specified therein, and any adjournments of such meeting. Proxies shall be
dated and shall be filed with the records of the meeting.
SECTION 5. QUORUM. Except as otherwise provided by law, the
attendance of the holders of a majority of the capital stock issued and
outstanding and entitled to vote, either present in person or represented by
proxy, is requisite and shall constitute a quorum for the transaction of
business at all meetings of the stockholders. A majority of the votes cast shall
decide every question or matter submitted to the stockholders at any meeting,
unless otherwise provided by law or by the Articles of Association.
SECTION 6. WRITTEN CONSENTS. Any action required or permitted to be
taken by the stockholders may be taken without a meeting if all stockholders
shall individually or collectively consent in writing to such action. Any such
written consent shall be filed with the minutes of the proceedings of the
stockholders. Such action by written consent shall have the same force and
effect as the unanimous vote of the stockholders.
ARTICLE II
DIRECTORS
SECTION 1. CORPORATE POWERS, NUMBER. The corporate powers of this
Bank shall be vested in and exercised by a Board of Directors consisting of five
members.
SECTION 2. ELECTION, VACANCIES. The directors shall be elected by
ballot at the annual meeting of the stockholders. Each director shall serve
until the organizational meeting of the Board of Directors held pursuant to
Section 3 of this Article in the year next following his or her election and
until his or her successor has been elected and has qualified. Vacancies in the
Board of Directors shall be filled by the majority vote of the other directors
then in office or by the stockholders.
SECTION 3. ORGANIZATIONAL MEETING. The directors, without further
notice, shall meet on the next business day immediately following the
adjournment of the stockholders' meeting at which they have been elected and
shall, pursuant to Section 1 of Article III hereof, proceed to elect the
officers of the Bank. At said meeting the Board of Directors may consider and
act upon any other business which may properly be brought before the meeting.
SECTION 4. PLACE OF MEETINGS. The Board of Directors shall hold its
meetings at the head office of the Bank or at such other place as may from time
to time be designated by the Board of Directors or by the chief executive
officer.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held on such days and at such time as may be designated from
time to time for such purpose by the Board of Directors. If the day of any
regular meeting shall fall upon a bank holiday, the meeting shall be held at the
same hour on the first day following which is not a bank holiday. No call or
notice of a regular meeting need be given unless the meeting is to be held at a
place other than the head office of the Bank.
SECTION 6. SPECIAL MEETINGS. Special meetings shall be held when
called by the chief executive officer or at the written request of two
directors.
SECTION 7. QUORUM; ADJOURNED MEETINGS. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business. A
majority of the directors present, whether or not a quorum, may adjourn any
meeting to another time and place, provided that, if the meeting is adjourned
for more than 30 days, notice of the adjournment shall be given in accordance
with these By-Laws.
SECTION 8. NOTICE; WAIVERS OF NOTICE. Notice of special meetings and
notice of regular meetings held at a place other than the head office of the
Bank shall be given to each director, and notice of a meeting adjourned for more
than 30 days shall be given prior to the adjourned meeting to all directors not
present at the time of the adjournment. No such notice need specify the purpose
of the meeting. Such notice shall be given four days prior to the meeting if
given by mail or on the day preceding the day of the meeting if delivered
personally or by telephone, facsimile, telex or telegram. Such notice shall be
addressed or delivered to each director at such director's address as shown upon
the records of the Bank or as may have been given to the Bank by the director
for the purposes of notice. Notice need not be given to any director who signs a
waiver of notice (whether before or after the meeting) or who attends the
meeting without protesting the lack of notice prior to its commencement. All
such waivers shall be filed with and made a part of the minutes of the meeting.
SECTION 9. WRITTEN CONSENTS. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting if all members of
the Board of Directors shall individually or collectively consent in writing to
such action. Any such written consent shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same force and effect as the unanimous vote of the directors.
SECTION 10. TELEPHONIC MEETINGS. A meeting of the Board of Directors
or of any committee thereof may be held through the use of conference telephone
or similar communications equipment, so long as all members participating in
such meeting can hear one another. Participation in such a meeting shall
constitute presence at such meeting.
SECTION 11. COMPENSATION. Directors shall receive no compensation as
such for attendance at meetings of the Board of Directors or of its committees.
SECTION 12. EXECUTIVE COMMITTEE. There shall be an Executive
Committee consisting of the Chairman of the Board, presiding, and the President.
The Executive Committee shall be subject to the control of the Board of
Directors but, subject thereto, it shall have the fullest authority to act for
and on behalf of the Bank and it shall have all of the powers of the Board of
Directors, which, under the law, is possible for the Board of Directors to
delegate to such a Committee, including the supervision of the general
management direction and superintendence of the business affairs of the Bank.
SECTION 13. OTHER COMMITTEES; ALTERNATE MEMBERS. By resolution
adopted by a majority of the authorized number of directors, the Board of
Directors may constitute one or more committees to act as or on behalf of the
Board of Directors. Each such committee shall consist of one or more directors
designated by the Board of Directors to serve on such committee at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any committee, which alternate members may
replace any absent member at any meeting of such committee in the order
designated. Failing such designation and in the absence or disqualification of a
member of a Committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
SECTION 14. COMMITTEE MEMBERS' TERM OF SERVICE. Each Committee
member shall serve until the organizational meeting of the Board of Directors
held pursuant to Section 3 of this Article in the year next following his or her
election and until his or her successor has been elected and has qualified, but
any such member may be removed at any time by the Board of Directors. Vacancies
in any of said committees, however created, shall be filled by the Board of
Directors.
SECTION 15. COMMITTEE MEETING PROCEDURES. Subject to these By-Laws
and the Board of Directors, each Committee shall have the power to determine the
form of its organization, and the provisions of these By-Laws governing the
calling, notice and place of special meetings of the Board of Directors shall
apply to all meetings of any Committee unless such committee fixes a time and
place for regular meetings in which case notice for such meeting shall be
unnecessary. The provisions of these By-Laws regarding meetings of the Board of
Directors, however called or noticed, shall apply to all meetings of any
Committee. A majority of the members of any such committee shall be necessary to
constitute a quorum and sufficient for the transaction of business and any act
of a majority present at a meeting of any such committee of which there is a
quorum present shall be the act of such committee. Any action which may be taken
at a meeting of any Committee of the Board may be taken without a meeting, if
all members of said Committee individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of said Committee and shall have the same force and effect as
the unanimous vote of the Committee members. Each committee shall cause to be
kept a full and complete record of its proceedings,
which shall be available for inspection by any director. There shall be
presented at each meeting of the Board of Directors copies of the minutes of all
proceedings and all actions taken by written consent of each committee since the
preceding meeting of the Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS, ELECTION. The Bank shall have (i) a Chairman of
the Board, (ii) a President and (iii) a Secretary. The Bank also may have one or
more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior
Managing Directors, a Controller, one or more Managing Directors, one or more
Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries and such other officers as may be
created by the Board, the Chief Executive Officer or any officer or committee
whom the Board or the Chief Executive Officer may authorize to perform this
duty. The Chairman of the Board and the President shall be elected from among
the members of the Board of Directors. The following offices shall be filled
only pursuant to election by the Board of Directors: Chairman of the Board,
President, Vice Chairman, Executive Vice President, Senior Vice President,
Senior Trust Officer, Controller and Secretary. Other officers may be appointed
by the Board, the Chief Executive Officer or by any officer or committee who may
be authorized to perform this duty by the Board or the Chief Executive Officer.
All officers shall hold office at will, at the pleasure of the Board of
Directors, the Chief Executive Officer, the officer or committee having the
authority to appoint such officers, and the officer or committee authorized by
the Board or the Chief Executive Officer to remove such officers, and may be
removed at any time, with or without notice and with or without cause. No
authorization by the Chief Executive Officer to appoint or remove officers shall
be effective unless done in writing and signed by the Chief Executive Officer.
One person may hold more than one office except the offices of President and
Secretary may not be held by the same person.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall,
when present, preside at all meetings of stockholders and of the Board of
Directors and shall be the chief executive officer of the Bank. As chief
executive officer he shall, subject to the provisions of these By-Laws and such
resolutions of the Board of Directors as shall be in effect from time to time,
exercise general supervision over the property, affairs and business of the Bank
and prescribe or, to the extent that he shall deem appropriate, designate an
officer or committee or prescribe the duties, authority and signing powers of
all other officers and employees. The Chairman of the Board shall preside at all
meetings of the Executive Committee.
SECTION 3. PRESIDENT. The President shall, subject to these By-Laws,
exercise such powers and perform such duties as may from time to time be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board, the President shall preside over the meetings of the stockholders and of
the Board of Directors.
SECTION 4. ABSENCE OR DISABILITY OF CHIEF EXECUTIVE OFFICER. In the
absence or disability of the Chairman of the Board, the President shall act as
chief executive officer. In the absence or disability of the Chairman of the
Board and the President, the officer designated by the Board of Directors or, if
there be no such designation, the officer designated by the Chairman of the
Board shall act as the chief executive officer. The Chairman of the Board shall
at all times have on file with the Secretary his written designation of the
officer from time to time so designated by him to act as the chief executive
officer in his absence or disability and in the absence or disability of the
President.
SECTION 5. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and of the Executive Committee and shall
perform such other duties as may be prescribed by the Board of Directors or the
chief executive officer. The Secretary is assigned all of the duties previously
assigned to, or authorized by law, custom or usage to be performed by, a
cashier. In the absence of the Secretary, one of the Assistant Secretaries, or
an officer designated by the chief executive officer, shall perform the duties
and functions of the Secretary.
ARTICLE IV
EMERGENCY PROCEDURES
SECTION 1. "EMERGENCY" DEFINED. As used in this Article, "emergency"
shall mean any disorder, disturbance or damage caused by or resulting from any
natural disaster, act of God, act of war, enemy attack, outbreak of hostilities,
civil unrest or other similar cause or event beyond the control of the Bank
which prevents management by the Board of Directors and conduct by the officers
of the business and affairs of the Bank in the manner provided for in the
Articles of Association and in the other Articles of these By-Laws. The powers
and duties conferred and imposed by this Article and any resolutions adopted
pursuant hereto shall be effective only during an emergency. This Article may be
implemented from time to time by resolutions adopted by the Board of Directors
before or during an emergency, or during an emergency by the Executive Committee
or an Emergency Managing Committee constituted and then acting pursuant hereto.
An emergency, once commenced, shall be deemed to continue until terminated by
resolutions adopted for that purpose by the Board of Directors. During an
emergency the provisions of this Article and any implementing resolutions shall
supersede any conflicting provisions of any Article of these By-Laws or
resolutions adopted pursuant thereto.
SECTION 2. CONDUCT OF AFFAIRS. During any emergency, the officers
and employees of the Bank shall continue, so far as possible, to conduct the
affairs and business of the Bank under the guidance of the Board of Directors,
or the Executive Committee or any Emergency Managing Committee acting pursuant
to this Article, and in accordance with known orders of governmental
authorities.
SECTION 3. POWER OF EXECUTIVE COMMITTEE. If, during any emergency, a
quorum of either the Board of Directors or the Executive Committee cannot be
found or is unable to act, any available member of the Executive Committee shall
constitute a quorum of the Executive Committee and as such shall have and may
exercise the fullest power to conduct and manage the business and affairs of the
Bank and to relocate the head office or any other office or branch as
circumstances may require, provided that the Executive Committee shall, during
any emergency, comply with Sections 1 and 2 of Article I, relating to annual and
special meetings of the stockholders, to the extent that such compliance is
practicable. If no member of the Executive Committee is available to serve, any
two or more available directors shall be deemed to constitute a quorum of the
Executive Committee for exercise of the powers conferred and performance of the
duties imposed by this Section 3.
SECTION 4. POWER OF EMERGENCY MANAGING COMMITTEE. If, during any
emergency, neither a quorum of the Board of Directors nor the Executive
Committee as provided in Section 3 above is available to serve, then the powers
conferred and duties imposed by said Section 3 shall be vested in and devolve
upon an Emergency Managing Committee consisting of all available directors, the
then acting chief executive officer if he or she is available, and as many Vice
Presidents or officers senior thereto as may be necessary to constitute a total
of five committee members. If officers are needed to serve on the Emergency
Managing Committee initially, or to fill vacancies from time to time, such
vacancies shall be filled by the available Vice Presidents and officers senior
thereto assigned to the head office as constituted prior to the emergency in
order of their rank and seniority. If a sufficient number of such officers is
not available, such vacancies shall be filled by other Vice Presidents selected
by the incumbent members of the Emergency Managing Committee. Any two members of
the Emergency Managing Committee and the then acting chief executive officer, if
he or she is available, shall constitute a quorum of the Emergency Managing
Committee and shall have and exercise all of the powers conferred and perform
the duties imposed by this Section 4. If
the then acting chief executive officer is not available, any three members of
the Emergency Managing Committee shall constitute a quorum of said committee.
ARTICLE V
DEPOSITS
The Board of Directors shall have the right to establish the terms
and conditions of agreements, rules and regulations upon which deposits may be
made with and will be repaid by the Bank or any office of the Bank. Subject to
the exercise of such right by the Board of Directors and to applicable law, and
not inconsistent therewith, the chief executive officer of the Bank, or such
other officer or officers or committee whom he may authorize to perform this
duty, or the designees of such officer, officers or committee, shall establish
the terms and conditions of agreements, rules and regulations with respect to
such deposits.
ARTICLE VI
INDEMNIFICATION
SECTION 1. ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE BANK.
The Bank shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
or investigation, whether civil, criminal or administrative, and whether
external or internal to the Bank (other than a judicial action or suit brought
by or in the right of the Bank), by reason of the fact that he or she is or was
an Agent (as hereinafter defined) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Agent in connection with such action, suit or proceeding, or any appeal
therein, if the Agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Bank and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful. The termination of any action, suit or proceeding --
whether by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent -- shall not, of itself, create a presumption that
the Agent did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Bank and, with
respect to any criminal action or proceeding, that the Agent had reasonable
cause to believe that his or her conduct was unlawful. For purposes of this
Article, an "Agent" shall be any director, officer or employee of the Bank, or
any person who, being or having been such a director, officer or employee, is or
was serving at the request of the Bank as a director, officer, employee, trustee
or agent of another bank, corporation, partnership, joint venture, trust or
other enterprise.
SECTION 2. ACTION, ETC. BY OR IN THE RIGHT OF THE BANK. The Bank
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought by
or in the right of the Bank to procure a judgment in its favor by reason of the
fact that such person is or was an Agent (as defined above) against expenses
(including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense, settlement or
appeal of such action or suit if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Bank, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Bank unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
SECTION 3. DETERMINATION OF RIGHT OF INDEMNIFICATION OR
CONTRIBUTION. Unless otherwise ordered by a court, any indemnification under
Section 1 or 2, and any contribution under Section 6, of this Article shall be
made by the Bank or an Agent unless a determination is reasonably and promptly
made, either (i) by the Board of Directors acting by a majority vote of a quorum
consisting of directors who were not party to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or if obtainable and such quorum so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such Agent acted in bad faith and in a manner that such Agent
did not believe to be in or not opposed to the best interests of the Bank or,
with respect to any criminal proceeding, that such Agent believed or had
reasonable cause to believe that his or her conduct was unlawful.
SECTION 4. ADVANCES OF EXPENSES. Except as limited by Section 5 of
this Article, costs, charges and expenses (including attorneys' fees) incurred
by an Agent in defense of any action, suit, proceeding or investigation of the
nature referred to in Section 1 or 2 of this Article or any appeal therefrom
shall be paid by the Bank in advance of the final disposition of such matter;
provided, however, that if the General Corporation Law of Delaware then would by
analogy so require, such payment shall be made only if the Agent shall undertake
to reimburse the Bank for such payment in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification.
SECTION 5. RIGHT OF AGENT TO INDEMNIFICATION OR ADVANCE UPON
APPLICATION; PROCEDURE UPON APPLICATION. Any indemnification under Section 1 or
2, or advance under Section 4, of this Article shall be made promptly and in any
event within 90 days, upon written request of the Agent, unless with respect to
an application under said Sections 1 or 2 an adverse determination is reasonably
and promptly made pursuant to Section 3 of this Article or unless with respect
to an application under said Section 4 an adverse determination if made pursuant
to said Section 4. The right to indemnification or advances as granted by this
Article shall be enforceable by the Agent in any court of competent jurisdiction
if the Board of Directors or independent legal counsel improperly denies the
claim, in whole or in part, or if no disposition of such claim is made with 90
days. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any action, suit or
proceeding in advance of its final disposition where any required undertaking
has been tendered to the Bank) that the Agent has not met the standards of
conduct which would require the Bank to indemnify or advance the amount claimed,
but the burden of proving such defense shall be on the Bank. Neither the failure
of the Bank (including the Board of Directors, independent legal counsel and the
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the Agent is proper in the circumstances because
he or she has met the applicable standard of conduct, nor an actual
determination by the Bank (including the Board of Directors, independent legal
counsel and the stockholders) that the agent had not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the Agent had not met the applicable standard of conduct. The Agent's costs
and expenses incurred in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such proceeding shall also
be indemnified by the Bank.
SECTION 6. CONTRIBUTION. In the event that the indemnification
provided for in this Article is held by a court of competent jurisdiction to be
unavailable to an Agent in whole or in part, then in respect of any threatened,
pending or completed action, suit or proceeding in which the Bank is jointly
liable with the Agent (or would be if joined in such action, suit or
proceeding), to the extent that would by analogy be permitted by the General
Corporation Law of Delaware the Bank shall contribute to the amount of expenses
(including attorneys fees) judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by the Agent in such
proportion as is appropriate to reflect (i) the relative benefits received by
the Bank on the one hand and the Agent on the other from the transaction from
which such action, suit or proceeding arose and (ii) the relative fault of the
Bank on the one hand and of the Agent on the other in connection with the events
which resulted in such expenses, judgments, fines or settlement amounts, as well
as any other relevant equitable considerations. The relative fault of the Bank
on the one hand and of the Agent on the other shall be determined by reference
to, among other things, the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent the circumstances resulting
in such expenses, judgments, fines or settlement amounts.
SECTION 7. OTHER RIGHTS AND REMEDIES. Indemnification under this
Article shall be provided regardless of when the events alleged to underlie any
action, suit or proceeding may have occurred, shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs, executors
and administrators of such a person. All rights to indemnification and
advancement of expenses under this Article shall be deemed to be provided by a
contract between the Bank and the Agent who serves as such at any time while
these By-Laws and other provisions of the General Corporation Law of Delaware
that would by analogy be relevant and other applicable law, if any, are in
effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.
SECTION 8. INSURANCE. Upon resolution passed by the Board of
Directors, the Bank may purchase and maintain insurance on behalf of any person
who is or was an Agent against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her status
as such, regardless of whether the Bank would have the power to indemnify such
person against such liability under the provisions of this Article. The Bank may
create a trust fund, grant a security interest or use other means, including
without limitation a letter of credit, to ensure the payment of such sums as may
become necessary to effect indemnification as provided herein.
SECTION 9. CONSTITUENT CORPORATIONS. For the purposes of the
Article, references to the Bank include all constituent banks (including any
constituent of a constituent) absorbed in a consolidation or merger as well as
the resulting or surviving bank, so that any person who is or was a director,
officer or employee of such a constituent bank or who, being or having been such
a director, officer or employee, is or was serving at the request of such
constituent bank as a director, officer, employee or trustee of another bank,
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving bank as such person would if he or she had served the
resulting or surviving bank in the same capacity.
SECTION 10. OTHER ENTERPRISES; FINES; SERVING AT BANK'S REQUEST. For
purposes of this Article, references to "other enterprise" in Section 1 and 9
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Bank" shall include any service by
an Agent as director, officer, employee, trustee or agent of the Bank which
imposes duties on, or involves services by, such Agent with respect to any
employee benefit plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the Bank"
for purposes of this Article.
SECTION 11. SAVINGS CLAUSE. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Bank shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit, appeal, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the Bank, to
the full extent permitted by the applicable portion of this Article that shall
not have been invalidated, or by any other applicable law.
SECTION 12. ACTIONS INITIATED BY AGENT. Anything to the contrary in
this Article notwithstanding, the Bank shall indemnify any agent in connection
with an action, suit or proceeding initiated by such Agent (other than actions,
suits, or proceedings commenced pursuant to Section 5 of this Article) only if
such action, suit or proceeding was authorized by the Board of Directors.
SECTION 13. STATUTORY AND OTHER INDEMNIFICATION. Notwithstanding any
other provision of this Article, in any administrative proceeding or civil
action not initiated by a federal bank regulatory agency, the Bank shall
indemnify any Agent and advance expenses incurred by such Agent in any action,
suit or proceeding of the nature referred to in Section 1 or 2 of this Article
to the fullest extent that would by analogy be permitted by the General
Corporation Law of Delaware, as the same may be amended from time to time,
except that no amount shall be paid pursuant to this Article in the event of an
adverse determination pursuant to Section 3 of this Article or in respect of
remuneration to the extent that it shall be determined to have been paid in
violation of law. The rights to indemnification and advancement of expenses
provided by any provision of this Article, including without limitation those
rights conferred by the preceding sentence, shall not be deemed exclusive of,
and shall not affect, any other rights to which an Agent seeking indemnification
or advancement of expenses may be entitled under any provision of any law,
articles of association, by-law, agreement or by any vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while serving as an Agent. The
Bank may also provide indemnification and advancement of expenses to other
persons or entities to the extent deemed appropriate. Notwithstanding any
provision in these By-Laws, an Agent shall be indemnified in any administrative
proceeding or civil action initiated by a federal bank regulatory agency to the
extent reasonable and consistent with the provisions of Section 1828(k) of Title
12 of the United States Code and the implementing regulations thereunder.
ARTICLE VII
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. All certificates of the Bank's
stock shall be signed by the President or a Vice President and shall be
countersigned by the Secretary or an Assistant Secretary and shall bear the
corporate seal or a facsimile thereof.
SECTION 2. SEAL. The seal of the Bank shall be in the form of two
concentric circles between which shall be the phrases "National Association" and
"Formerly Wells Fargo Bank American Trust Company" and in the center of which
shall be the words "Wells Fargo Bank" surrounded by a diamond of which the upper
left and lower right sides shall consist of three lines and the upper right and
lower left sides shall consist of a solid line of the same width as the three
lines comprising the other two sides.
SECTION 3. EXECUTION OF WRITTEN INSTRUMENTS. All written instruments
shall be binding upon the Bank if signed on its behalf by (i) any two of the
following Officers: the Chairman of the Board, the President, any Vice Chairman,
any Executive Vice President or any Senior Managing Director or (ii) any one of
the foregoing officers signing jointly with any Managing Director or any Senior
Vice President. Whenever any other officer or person shall be authorized to
execute any agreement, document or instrument by resolution of the Board of
Directors, or by the Chief Executive Officer, or by any officer or committee
designated by the Chief Executive Officer, or by any two of the officers
identified in the immediately preceding sentence, such execution by such other
officer or person shall be equally binding upon the Bank.
SECTION 4. OWNERSHIP INTERESTS IN OTHER ENTITIES. With respect to
another corporation, limited liability company, partnership or any other legal
entity in which the Bank has or may acquire an ownership interest, the Chairman
of the Board, the President, the Chief Financial Officer or the Treasurer,
acting alone, or any other officer or officers appointed from time to time by
the Board of Directors or the Executive Committee thereof, may authorize, sign
and deliver on behalf of the Bank (i) any proxy, written consent, ballot or
other similar instrument solicited by the entity from its owners, (ii) any stock
power, assignment, bill of sale or other instrument transferring all or any part
of the Bank's ownership of the entity or any agreement, instrument or other
document relating thereto and (iii) any purchase of stock or other
ownership interest in or contribution to the capital of such entity or any
agreement, instrument or other document authorizing or evidencing the same.
SECTION 5. AMENDMENTS. Subject to the right of the stockholders to
adopt, amend or repeal By-Laws, these By-Laws may be altered, amended or
repealed by the affirmative vote of a majority of the authorized number of
directors.
SECTION 6. CORPORATE GOVERNANCE. To the extent not inconsistent with
applicable federal banking statutes or regulations or the safety and soundness
of this Association, this Association hereby elects to follow the corporate
governance procedures of the Delaware General Corporation Law, as the same may
be amended from time to time.
EXHIBIT 6 TO FORM T-1
April 30, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request thereof.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Jeanie Mar
----------------------------------------
Jeanie Mar
Vice President
EXHIBIT 7 TO FORM T-1
Board of Governors of the Federal Reserve System
OMB Number 7100-?038
Federal Deposit Insurance Corporation
OMB Number 3054-?052
Office of the Commissioner of the Currency
OMB Number 1557-0081
Expires March 31, 2004
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- -------------------------------------------------------------------------------
/1/
Please refer to page:
Table of Contents to
the required disclosure
of estimated ???????
- -------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 2001 20011231
------------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161 (National
banks).
This report form is to be filed by banks with domestic offices only. Banks with
foreign offices (as defined in the instructions) must file FFIEC 031.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, KAREN B. MARTIN, VICE PRESIDENT
- --------------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
/s/ Karen B. Martin
- --------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
1/30/02
- --------------------------------------------------------------------------------
Date of Signature
================================================================================
The Reports of Conditions and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge
and belief has been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.
/s/ Carrie L. Tolstedt
- --------------------------------------------------------------------------------
Director (Trustee)
/s/ Howard Atkins
- --------------------------------------------------------------------------------
Director (Trustee)
/s/ Clyde W. Ostler
- --------------------------------------------------------------------------------
Director (Trustee)
================================================================================
SUBMISSION OF REPORTS
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with
the banking agencies' collection agent, Electronic Data Systems
Corporation (EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page (or a
photocopy or a computer-generated version of this page) to the hard-copy record
of the complete report that the bank places in its files.
- --------------------------------------------------------------------------------
FDIC Certificate Number: 0351*
------------
(RCRI 9050)
http://www.wellsfargo.com
- --------------------------------------------------------------------------------
Primary Internet Web Address of Bank
(Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)
WELLS FARGO BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
Legal Title of Bank (TEXT 9010)
San Francisco
- --------------------------------------------------------------------------------
City (TEXT 9130)
CA 94104
- --------------------------------------------------------------------------------
State Abbrev. (TEXT 9200) Zip Code (Text 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency.
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR FFIEC 031
A BANK WITH DOMESTIC OFFICES ONLY Page i
2
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI - Income Statement RI-1, 2, 3
Schedule RI-A - Changes in Equity Capital RI-4
Schedule RI-B - Charge-offs and Recoveries on
Loans and Leases and Changes in Allowance
for Loan and Lease Losses RI-4, 5
Schedule RI-D - Income from
International Operations RI-6
Schedule RI-E - Explanations RI-6, 7
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is 35.5
hours per respondent and is estimated to vary from 14 to 500 hours per response,
depending on individual circumstances. Burden estimates include the time for
reviewing instructions, gathering and maintaining data in the required form, and
completing the information collection, but exclude the time for compiling and
maintaining business records in the normal course of a respondent's activities.
A Federal agency may not conduct or sponsor, and an organization (or a person)
is not required to respond to a collection of information, unless it displays a
currently valid OMB control number. Comments concerning the accuracy of this
burden estimate and suggestions for reducing this burden should be directed to
the Office of Information and Regulatory Affairs, Office of Management and
Budget, Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
REPORT OF CONDITION
Schedule RC - Balance Sheet RC-1, 2
Schedule RC-A - Cash and Balances Due
From Depository Institutions RC-3
Schedule RC-B - Securities RC-3, 4, 5
Schedule RC-C - Loans and Lease Financing Receivables:
Part I. Loans and Leases RC-6, 7
Part II. Loans to Small Businesses and
Small Farms (to be completed for the
June report only; not included in the forms
for the September and December reports) RC-7a, 7b
Schedule RC-D - Trading Assets and Liabilities
(to be completed only by selected banks) RC-8
Schedule RC-E - Deposit Liabilities RC-9, 10
Schedule RC-F - Other Assets RC-11
Schedule RC-G - Other Liabilities RC-11
Schedule RC-H - Selected Balance Sheet Items
for Domestic Offices RC-12
Schedule RC-I - Assets and Liabilities of IBFs RC-12
Schedule RC-K - Quarterly Averages RC-13
Schedule RC-L - Derivatives and
Off-Balance Sheet Items RC-14, 15
Schedule RC-M - Memoranda RC-16
Schedule RC-N - Past Due and Nonaccrual
Loans, Leases, and Other Assets RC-17, 18
Schedule RC-O - Other Data for Deposit
Insurance and FICO Assessments RC-19, 20
Schedule RC-R - Regulatory Capital RC-21,22,
23,24
Schedule RC-S - Securitization and
Asset Sales Activities RC-25,26,
27,27a
Schedule RC-T - Fiduciary and Related Services (to be
completed beginning December 31, 2001) RC-28, 29, 30
Optional Narrative Statement Concerning
the Amounts Reported in the Reports
of Condition and Income RC-31
Special Report (to be completed by all banks)
For information or assistance, national and state nonmember banks should contact
the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW,
Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday
between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact
their Federal Reserve District Bank.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-1
SAN FRANCISCO 3
City
CA 94104
State Zip Code
FDIC Certificate Number - 03511
CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 2001 - DECEMBER 31, 2001
ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE
BASIS IN THOUSANDS OF DOLLARS.
SCHEDULE RI -- INCOME STATEMENT
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------------------
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate 4011 3,393,000 1.a.1.a
(b) Loans to finance agricultural production and other loans to farmers 4024 151,000 1.a.1.b
(c) Commercial and industrial loans 4012 1,824,000 1.a.1.c
(d) Loans to individuals for household, family, and other personal expenditures:
(1) CREDIT CARDS B485 0 1.a.1.d.1
(2) OTHER (INCLUDES SINGLE PAYMENT, INSTALLMENT, ALL STUDENT LOANS, AND
REVOLVING CREDIT PLANS OTHER THAN CREDIT CARDS) B486 331,000 1.a.1.d.2
(e) Loans to foreign governments and official institutions 4056 0 1.a.1.e
(f) ALL OTHER LOANS IN DOMESTIC OFFICES B487 83,000 1.a.1.f
(2) In foreign offices, Edge and Agreement subsidiaries,
and IBFs 4059 1,000 1.a.2
(3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)) 4010 5,783,000 1.a.3
b. INCOME FROM LEASE FINANCING RECEIVABLES 4065 476,000 1.b
c. INTEREST INCOME ON BALANCES DUE FROM DEPOSITORY INSTITUTIONS: (1) 4115 137,000 1.c
d. Interest and dividend income on securities:
(1) U.S. TREASURY SECURITIES AND U.S. GOVERNMENT AGENCY OBLIGATIONS (EXCLUDING
MORTGAGE-BACKED SECURITIES) B488 17,000 1.d.1
(2) MORTGAGE-BACKED SECURITIES B489 423,000 1.d.2
(3) ALL OTHER SECURITIES (INCLUDES SECURITIES ISSUED BY STATES AND POLITICAL
SUBDIVISIONS IN THE U.S.) 4060 82,000 1.d.3
e. Interest income from trading assets 4069 78,000 1.e
f. Interest income on federal funds sold and securities purchased under agreements
to resell 4020 12,000 1.f
g. OTHER INTEREST INCOME 4518 23,000 1.g
h. Total interest income (sum of items 1.a.(3) through 1.g) 4107 7,031,000 1.h
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts) 4508 22,000 2.a.1.a
(b) Nontransaction accounts:
(1) SAVINGS DEPOSITS (INCLUDES MMDAS) 0093 641,000 2.a.1.b.1
(2) Time deposits of $100,000 or more A517 203,000 2.a.1.b.2
(3) Time deposits of less than $100,000 A518 354,000 2.a.1.b.3
(2) Interest on deposits in foreign offices, Edge and agreement subsidiaries, and IBFs 4172 232,000 2.a.2
b. Expense of federal funds purchased and securities sold under agreements to repurchase 4180 654,000 2.b
c. Interest on trading liabilities and other borrowed money 4185 154,000 2.c
- ----------
(1) Includes interest income on time certificates of deposits not held for
trading.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-2
4
FDIC Certificate Number - 03511
SCHEDULE RI -- CONTINUED
Year-to-date
------------
Dollar Amounts in Thousands RIAD Bil/Mil/Thou
- ---------------------------------------------------------------------------------------------------------------
2. Interest expense (continued):
d. Interest on subordinated notes and debentures 4200 298,000 2.d
e. Total interest expense (sum of items 2.a through 2.d) 4073 2,558,000 2.e
3. Net interest income (item 1.h minus 2.e) 4074 4,473,000 3
4. PROVISION FOR LOAN AND LEASE LOSSES 4230 365,000 4
5. Noninterest income:
a. Income from fiduciary activities (1) 4070 280,000 5.a
b. Service charges on deposit accounts in domestic offices 4080 917,000 5.b
c. Trading revenue (2) A220 247,000 5.c
d. INVESTMENT BANKING, ADVISORY, BROKERAGE, AND UNDERWRITING FEES
AND COMMISSIONS B490 358,000 5.d
e. VENTURE CAPITAL REVENUE B491 0 5.e
f. NET SERVICING FEES B492 1,656,000 5.f
g. NET SECURITIZATION INCOME B493 4,000 5.g
h. INSURANCE COMMISSIONS AND FEES B494 6,000 5.h
i. NET GAINS (LOSSES) ON SALES OF LOANS AND LEASES 5416 59,000 5.i
j. NET GAINS (LOSSES) ON SALES OF OTHER REAL-ESTATE OWNED 5415 6,000 5.j
k. NET GAINS (LOSSES) ON SALES OF OTHER ASSETS (EXCLUDING SECURITIES) B496 775,000 5.k
l. Other noninterest income* B497 1,297,000 5.l
m. Total noninterest income (sum of items 5.a through 5.l) 4079 5,605,000 5.m
6. a. Realized gains (losses) on held-to-maturity securities 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities 3196 256,000 6.b
7. Noninterest expense:
a. Salaries and employee benefits 4135 2,552,000 7.a
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest) 4217 662,000 7.b
c. AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (INCLUDING GOODWILL) 4531 419,000 7.c
d. Other noninterest expense * 4092 2,038,000 7.d
e. Total noninterest expense (sum of items 7.a through 7.d) 4093 5,671,000 7.e
8. Income (loss) before income taxes and extraordinary
items, and other adjustments (item 3 plus or minus items 4, 5.m,
6.a, 6.b, and 7.e) 4301 4,298,000 8
9. Applicable income taxes (on item 8) 4302 1,427,000 9
10. Income (loss) before extraordinary items and other adjustments
(item 8 minus item 9) 4300 2,871,000 10
11. Extraordinary items and other adjustments, net of income taxes * 4320 0 11
12. Net income (loss) (sum of items 10 and 11) 4340 2,871,000 12
- ----------
* Describe on Schedule RI-E - Explanations.
(1) For banks required to complete Schedule RC-T, items 12 through 19,
income from fiduciary activities reported in Schedule RI, item 5.a,
must equal the amount reported in Schedule RC-T, item 19.
(2) For banks required to complete Schedule RI, Memorandum item 8, trading
revenue reported in Schedule RI, item 5.c must equal the sum of
Memorandum items 8.a through 8.d.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-3
5
FDIC Certificate Number - 03511
SCHEDULE RI -- CONTINUED
Year-to-Date
----------------
MEMORANDA Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired
after August 7, 1986, that is not deductible for federal income tax purposes 4513 4,000 M.1
2. Income from the sale and servicing of mutual funds and annuities in domestic offices
(included in Schedule RI, item 8) 8431 357,000 M.2
3. INCOME ON TAX-EXEMPT LOANS AND LEASES TO STATES AND POLITICAL SUBDIVISIONS IN
THE U.S. (INCLUDED IN SCHEDULE RI, ITEMS 1.a AND 1.b) 4313 7,000 M.3
4. Income on tax-exempt securities issued by states and political subdivisions in the U.S.
(included in Schedule RI, item 1.d.(3)) 4507 20,000 M.4
5. Number of full-time equivalent employees at end of current period (round to NUMBER
nearest whole number) 4150 47,267 M.5
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push down CCYY / MM / DD
accounting this calendar year, report the date of the bank's acquisition (1) 9106 N/A M.7
8. Trading revenue (from cash instruments and derivative instruments) (sum
of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (TO
BE COMPLETED BY BANKS THAT REPORTED AVERAGE TRADING ASSETS (SCHEDULE
RC-K, ITEM 7) OF $2 MILLION OR MORE FOR ANY QUARTER OF THE PRECEDING
CALENDAR YEAR.):
RIAD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------
a. Interest rate exposures 8757 101,000 M.8.a
b. Foreign exchange exposures 8758 146,000 M.8.b
c. Equity security and index exposures 8759 0 M.8.c
d. Commodity and other exposures 8760 0 M.8.d
- ----------------------------------------------------------------------------------------------------------------------
9. Impact on income of derivatives held for purposes other than trading: RIAD Bil | Mil | Thou
a. Net increase (decrease) to interest income 8761 659,000 M.9.a
b. Net (increase) decrease to interest expense 8762 (8,000) M.9.b
c. Other (noninterest) allocations 8763 0 M.9.c
10. Credit losses on derivatives (see instructions) A251 0 M.10
11. Does the reporting bank have a Subchapter S election in effect for YES / NO
federal income tax purposes for the current tax year ? A530 NO M.11
- ----------
(1) For example, a bank acquired on June 1, 2001, would report 20010601
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-4
6
FDIC Certificate Number - 03511
SCHEDULE RI-A -- CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses.
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------
1. TOTAL EQUITY CAPITAL MOST RECENTLY REPORTED FOR THE DECEMBER 31, 2000, REPORTS
OF CONDITION AND INCOME (I.E., AFTER ADJUSTMENTS FROM AMENDED REPORTS OF INCOME) 3217 13,738,000 1
2. RESTATEMENTS DUE TO CORRECTIONS OF MATERIAL ACCOUNTING ERRORS AND CHANGES IN
ACCOUNTING PRINCIPLES* B507 0 2
3. BALANCE END OF PREVIOUS CALENDAR YEAR AS RESTATED (SUM OF ITEMS 1 AND 2) B508 13,738,000 3
4. Net income (loss) (must equal Schedule RI, item 12) 4340 2,871,000 4
5. SALE, CONVERSION, ACQUISITION, OR RETIREMENT OF CAPITAL STOCK, NET (EXCLUDING TREASURY
STOCK TRANSACTIONS) B509 0 5
6. TREASURY STOCK TRANSACTIONS, NET B510 0 6
7. Changes incident to business combinations, net 4356 0 7
8. LESS: Cash dividends declared on preferred stock 4470 0 8
9. LESS: Cash dividends declared on common stock 4460 1,298,000 9
10. OTHER COMPREHENSIVE INCOME (1) B511 174,000 10
11. Other transactions with parent holding company * (not included in items
5, 6, 8, or 9 above) 4415 701,000 11
12. Total equity capital end of current period (sum of items 3 through 11) (must equal
Schedule RC, item 28) 3210 16,186,000 12
- ----------
* Describe on Schedule RI-E - Explanations.
(1) Includes changes in net unrealized holding gains (losses) on
available-for-sale securities, changes in accumulated net gains
(losses) on cash flow hedges, foreign currency translation adjustments,
and changes in minimum pension liability adjustments.
SCHEDULE RI-B -- CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
AND CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES
PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH
THE ALLOCATED TRANSFER RISK RESERVE.
(Column A) (Column B)
Charge-offs (1) Recoveries
---------------------- ----------------------
Calendar year-to-date
----------------------------------------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou RIAD Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------------------
1. Loans secured by real estate:
a. CONSTRUCTION, LAND DEVELOPMENT, AND OTHER LAND LOANS IN DOMESTIC
OFFICES 3582 0 3583 0 1.a
b. Secured by farmland in domestic offices 3584 1,000 3585 0 1.b
c. Secured by 1-4 family residential properties in domestic offices:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit 5411 4,000 5412 1,000 1.c.1
(2) Closed-end loans secured by 1-4 family residential properties 5413 6,000 5414 5,000 1.c.2
d. Secured by multifamily (5 or more) residential properties in
domestic offices 3588 2,000 3589 3,000 1.d
e. Secured by nonfarm nonresidential properties in domestic offices 3590 15,000 3591 14,000 1.e
f. IN FOREIGN OFFICES B512 0 B513 0 1.f
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions 4653 0 4663 0 2.a
b. To foreign banks 4654 0 4664 0 2.b
3. Loans to finance agricultural production and other loans to farmers 4655 6,000 4665 3,000 3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 4645 348,000 4617 58,000 4.a
b. To non-U.S. addressees (domicile) 4646 2,000 4618 0 4.b
5. Loans to individuals for household, family, and other personal
expenditures:
a. CREDIT CARDS B514 0 B515 0 5.a
b. OTHER (INCLUDES SINGLE PAYMENT, INSTALLMENT, ALL STUDENT LOANS
AND REVOLVING CREDIT PLANS OTHER THAN CREDIT CARDS) B516 85,000 B517 33,000 5.b
- ----------
(1) Include write-downs arising from transfers of loans to the
held-for-sale account.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-5
7
FDIC Certificate Number - 03511
SCHEDULE RI-B -- CONTINUED
PART I. CONTINUED
(Column A) (Column B)
Charge-offs (1) Recoveries
----------------------- -------------------------
Calendar year-to-date
----------------------------------------------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou RIAD Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------------
6. Loans to foreign governments and official institutions 4643 0 4627 0 6
7. All other loans 4644 27,000 4628 4,000 7
8. Lease financing receivables:
a. To U.S. addressees (domicile) 4658 72,000 4668 26,000 8.a
b. To non-U.S. addressees (domicile) 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8) 4635 568,000 4605 147,000 9
(Column A) (Column B)
MEMORANDA Charge-offs (1) Recoveries
------------------------ -----------------------
Calendar year-to-date
-------------------------------------------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou RIAD Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------------------------
1. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above 5409 0 5410 0 M.1
2. Loans secured by real estate to non-U.S. addresses (domicile)
(included in Schedule RI-B, part I, item 1, above): 4652 0 4662 0 M.2
- ----------
(1) Include write-downs arising from transfers of loans to the
held-for-sale account.
PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------
1. BALANCE MOST RECENTLY REPORTED FOR THE DECEMBER 31, 2000 , REPORTS OF CONDITION
AND INCOME (I.E., AFTER ADJUSTMENTS FROM AMENDED REPORTS OF INCOME) B522 1,507,000 1
2. Recoveries (must equal part I, item 9, column B above) 4605 147,000 2
3. LESS: Charge-offs (sum of part I, item 9, column A above and Schedule RI-E, item 6.a) C079 568,000 3
4. PROVISION FOR LOAN AND LEASE LOSSES (MUST EQUAL SCHEDULE RI, ITEM 4) 4230 365,000 4
5. Adjustments * (see instructions for this schedule) 4815 (6,000) 5
6. Balance end of current period (sum of items 1 through 5)
(must equal Schedule RC, item 4.c) 3123 1,445,000 6
- ----------
* Include as a negative number write-downs arising from transfers of
loans to the held-for-sale account. Describe all adjustments on
Schedule RI-E -- Explanations, item 6.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-6
8
FDIC Certificate Number - 03511
SCHEDULE RI-D -- INCOME FROM INTERNATIONAL OPERATIONS
FOR ALL BANKS WITH FOREIGN OFFICES, EDGE OR AGREEMENT SUBSIDIARIES, OR IBFS
WHERE INTERNATIONAL OPERATIONS ACCOUNT FOR MORE THAN 10 PERCENT OF TOTAL
REVENUES, TOTAL ASSETS, OR NET INCOME.
Year-to-Date
----------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------------------
1. INTEREST INCOME AND EXPENSE ATTRIBUTABLE TO INTERNATIONAL OPERATIONS:
a. GROSS INTEREST INCOME B523 N/A 1.a
b. GROSS INTEREST EXPENSE B524 N/A 1.b
2. NET INTEREST INCOME ATTRIBUTABLE TO INTERNATIONAL OPERATIONS (ITEM 1.a MINUS 1.b) B525 N/A 2.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations 4097 N/A 3.a
b. Provision for loan and lease losses attributable to international operations 4235 N/A 3.b
c. Other noninterest expense attributable to international operations 4239 N/A 3.c
d. Net noninterest income (expense) attributable to international operations (item 3.a minus
3.b and 3.c) 4843 N/A 3.d
4. Estimated pretax income attributable to international operations before capital allocation
adjustment (sum of items 2 and 3.d) 4844 N/A 4
5. Adjustment to pretax income for internal allocations to international operations to reflect
the effects of equity capital on overall bank funding costs 4845 N/A 5
6. Estimated pretax income attributable to international operations after capital allocation
adjustment (sum of items 4 and 5) 4846 N/A 6
7. Income taxes attributable to income from international operations as estimated in item 6 4797 N/A 7
8. Estimated net income attributable to international operations (item 6 minus 7) 4341 N/A 8
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-7
9
FDIC Certificate Number - 03511
SCHEDULE RI-E -- EXPLANATIONS
SCHEDULE RI-E IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)
Year-to-Date
----------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------
1. OTHER NONINTEREST INCOME (FROM SCHEDULE RI, ITEM 5.l)
ITEMIZE AND DESCRIBE THE THREE LARGEST AMOUNTS THAT EXCEED 1%
OF THE SUM OF SCHEDULE RI, ITEMS 1.h AND 5.m:
TEXT
a. C013 Income and fees from the printing and sale of checks C013 0 1.a
b. C014 Earnings on/increase in value of cash surrender value of
life insurance C014 0 1.b
c. C016 Income and fees from automated teller machines (ATMs) C016 0 1.c
d. 4042 Rent and other income from other real estate owned 4042 0 1.d
e. C015 Safe deposit box rent C015 0 1.e
f. 4461 Loan Origination Fees 4461 710,000 1.f
g. 4462 Intercompany Allocation 4462 394,000 1.g
h. 4463 Credit Card Fees 4463 142,000 1.h
2. OTHER NONINTEREST EXPENSE (FROM SCHEDULE RI, ITEM 7.d): ITEMIZE AND
DESCRIBE THE THREE LARGEST AMOUNTS THAT EXCEED 1% OF THE SUM OF OF
SCHEDULE RI, ITEMS 1.h AND 5.m:
TEXT
a. C017 Data processing expenses C017 0 2.a
b. 0497 Advertising and marketing expenses 0497 179,000 2.b
c. 4136 Director's fees 4136 0 2.c
d. C018 Printing, stationary, and supplies C018 0 2.d
e. 8403 Postage 8403 0 2.e
f. 4141 Legal fees and expenses 4141 0 2.f
g. 4146 FDIC deposit insurance assessments 4146 0 2.g
h. 4464 Service from Intercompany Affiliates 4464 519,000 2.h
I. 4467 Professional Fees 4467 409,000 2.I
j. 4468 Telephone Expense 4468 143,000 2.j
3. Extraordinary items and other adjustments and applicable income tax
effect (from Schedule RI, item 11) (itemize and describe all
extraordinary items and other adjustments):
TEXT
a. (1) 6373 Effect of adopting FAS 133, "Accounting for Derivative
Instruments and Hedging Activities" 6373 0 3.a.1
(2) Applicable income tax effect 4486 0 3.a.2
b. (1) 4487 4487 N/A 3.b.1
(2) Applicable income tax effect 4488 0 3.b.2
c. (1) 4489 4489 N/A 3.c.1
(2) Applicable income tax effect 4491 0 3.c.2
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RI-8
10
FDIC Certificate Number - 03511
SCHEDULE RI-E -- CONTINUED
Year-to-Date
----------------
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------
4. RESTATEMENTS DUE TO CORRECTIONS OF MATERIAL ACCOUNTING ERRORS AND CHANGES IN
ACCOUNTING PRINCIPLES (from Schedule RI-A, item 2) (itemize and describe all
restatements):
TEXT
a. B526 B526 N/A 4.a
b. B527 B527 N/A 4.b
5. Other transactions with parent holding company (from Schedule RI-A, item 11)
(itemize and describe all such transactions):
TEXT
a. 4498 Capital Infusions 4498 701,000 5.a
b. 4499 4499 N/A 5.b
6. ADJUSTMENTS TO ALLOWANCE FOR LOAN AND LEASE LOSSES (FROM SCHEDULE RI-B,
PART II, ITEM 5) (ITEMIZE AND DESCRIBE ALL ADJUSTMENTS):
TEXT
a. 5523 Write-downs arising from transfers of loans in the held-for-sale
account 5523 0 6.a
b. 4522 Sale of Loans 4522 (6,000) 6.b
7. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the
Report of Income): RIAD
X = NO COMMENT - Y = COMMENT 4769 X
Other explanations (please type or print clearly):
TEXT (70 CHARACTERS PER LINE)
4769
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-1
SAN FRANCISCO 11
City
CA 94104
State Zip Code
FDIC Certificate Number - 03511
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC -- BALANCE SHEET
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 8,537,000 1.a
b. Interest-bearing balances (2) 0071 3,744,000 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 6,395,000 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 247,000 3
4. Loans and lease financing receivables (from Schedule RC-C):
a. LOANS AND LEASES HELD FOR SALE 5369 16,886,000 4.a
b. LOANS AND LEASES, NET OF UNEARNED INCOME B528 78,378,000 4.b
c. LESS: Allowance for loan and lease losses 3123 1,445,000 4.c
d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE
(ITEM 4.b MINUS 4.c) B529 76,933,000 4.d
5. Trading assets (from Schedule RC-D) 3545 4,283,000 5
6. Premises and fixed assets (including capitalized leases) 2145 1,632,000 6
7. Other real estate owned (from Schedule RC-M) 2150 97,000 7
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 256,000 8
9. Customers' liability to this bank on acceptances outstanding 2155 39,000 9
10. Intangible assets:
a. GOODWILL 3163 5,396,000 10.a
b. OTHER INTANGIBLE ASSETS (FROM SCHEDULE RC-M) 0426 6,916,000 10.b
11. Other assets (from Schedule RC-F) 2160 9,314,000 11
12. Total assets (sum of items 1 through 11) 2170 140,675,000 12
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 12
SCHEDULE RC -- CONTINUED
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I) 2200 73,644,000 13.a
(1) Noninterest-bearing (1) 6631 26,090,000 13.a.1
(2) Interest-bearing 6636 47,554,000 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) 2200 5,433,000 13.b
(1) Noninterest-bearing 6631 2,000 13.b.1
(2) Interest-bearing 6636 5,431,000 RCFD 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase 2800 23,616,000 14
15. Trading liabilities (from Schedule RC-D) 3548 3,281,000 15
16. OTHER BORROWED MONEY (INCLUDES MORTGAGE INDEBTEDNESS AND OBLIGATIONS
UNDER CAPITALIZED LEASES) (FROM SCHEDULE RC-M): 3190 6,114,000 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 39,000 18
19. Subordinated notes and debentures(2) 3200 5,540,000 19
20. Other liabilities (from Schedule RC-G) 2930 6,794,000 20
21. Total liabilities (sum of items 13 through 20) 2948 124,461,000 21
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 3000 28,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 520,000 24
25. Surplus (exclude all surplus related to preferred stock) 3839 13,232,000 25
26. a. Retained earnings 3632 2,132,000 26.a
b. ACCUMULATED OTHER COMPREHENSIVE INCOME (3) B530 302,000 26.b
27. OTHER EQUITY CAPITAL COMPONENTS (4) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 16,186,000 28
29. Total liabilities, minority interest, and equity capital (sum
of items 21, 22, and 28) 3300 140,675,000 29
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any RCFD NUMBER
date during 2000 6724 N/A M. 1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE EFFECTIVENESS OF THE
BANK'S INTERNAL CONTROL OVER FINANCIAL REPORTING BY A CERTIFIED PUBLIC
ACCOUNTING FIRM
4 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-3
FDIC Certificate Number - 03511 13
SCHEDULE RC-A -- CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS
Exclude assets held for trading.
(Column A) (Column B)
Consolidated Domestic
Bank Offices
------------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCON Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
1. Cash items in process of collection, unposted debits, and currency
and coin 0022 8,130,000 1
a. Cash items in process of collection and unposted debits 0020 6,643,000 1.a
b. Currency and coin 0080 1,487,000 1.b
2. Balance due from depository institutions in the U.S. 0082 3,544,000 2
a. U.S. branches and agencies of foreign banks (including their IBFs) 0083 88,000 2.a
b. Other commercial banks in the U.S. and other depository
institutions in the U.S. (including their IBFs) 0085 3,544,000 2.b
3. Balances due from banks in foreign countries and foreign central banks 0070 491,000 3
a. Foreign branches of other U.S. banks 0073 471,000 3.a
b. Other banks in foreign countries and foreign central banks 0074 20,000 3.b
4. Balances due from Federal Reserve Banks 0090 28,000 0090 28,000 4
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b) 0010 12,281,000 0010 12,193,000 5
SCHEDULE RC-B -- SECURITIES
Exclude assets held for trading.
Held-to-maturity Available-for-sale
----------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value
----------------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------------------------
1. U.S. Treasury securities 0211 0 0213 0 1286 71,000 1287 72,000 1
2. U.S. Government agency
obligations (exclude
mortgage-backed securities):
a. Issued by U.S. Government
agencies (1) 1289 0 1290 0 1291 10,000 1293 10,000 2.a
b. Issued by U.S.
Government-sponsored
agencies (2) 1294 0 1295 0 1297 143,000 1298 150,000 2.b
3. SECURITIES ISSUED BY STATES
AND POLITICAL SUBDIVISIONS
IN THE U.S. 8496 0 8497 0 8498 351,000 8499 365,000 3
- ----------
(1) Includes Small Business Administration 'Guaranteed Loan Pool
Certificates,' U.S. Maritime Administration obligations, and Export -
Import Bank participation certificates.
(2) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, The Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-4
FDIC Certificate Number - 03511 14
SCHEDULE RC-B -- CONTINUED
Held-to-maturity Available-for-sale
----------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value
----------------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
4. Mortgage-backed securities
(MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 0 1699 0 1701 1,783,000 1702 1,792,000 4.a.1
(2) Issued by FNMA and
FHLMC 1703 0 1705 0 1706 2,460,000 1707 2,487,000 4.a.2
(3) Other pass-through
securities 1709 0 1710 0 1711 7,000 1713 8,000 4.a.3
b. Other mortgage-backed
securities (include
CMOs, REMICs and
stripped MBS):
(1) Issued or
guaranteed by FNMA,
FHLMC, or GNMA 1714 0 1715 0 1716 33,000 1717 34,000 4.b.1
(2) Collateralized by
MBS issued or
guaranteed by FNMA,
FHLMC, or GNMA 1718 0 1719 0 1731 0 1732 0 4.b.2
(3) All other
mortgage-backed
securities 1733 0 1734 0 1735 842,000 1736 839,000 4.b.3
5. ASSET-BACKED SECURITIES
(ABS):
a. CREDIT CARD RECEIVABLES B838 0 B839 0 B840 1,000 B841 1,000 5.a
b. HOME EQUITY LINES B842 0 B843 0 B844 0 B845 0 5.b
c. AUTOMOBILE LOANS B846 0 B847 0 B848 0 B849 0 5.c
d. OTHER CONSUMER LOANS B850 0 B851 0 B852 0 B853 0 5.d
e. COMMERCIAL AND
INDUSTRIAL LOANS B854 0 B855 0 B856 0 B857 0 5.e
f. OTHER B858 0 B859 0 B860 0 B861 0 5.f
6. Other debt securities:
a. Other domestic debt
securities 1737 0 1738 0 1739 632,000 1741 625,000 6.a
b. Foreign debt securities 1742 0 1743 0 1744 4,000 1746 4,000 6.b
7. Investments in mutual
funds and other equity
securities with readily
determinable fair
values (1) A510 8,000 A511 8,000 7
8. Total (sum of items 1
through 7) (total of
Column A must equal
Schedule RC item 2.a)
(total of column D must
equal Schedule RC, item
2.b) 1754 0 1771 0 1772 6,345,000 1773 6,395,000 8
- ----------
(1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker's
bank stock in Schedule RC-F, item 4.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 15
SCHEDULE RC-B -- CONTINUED
MEMORANDA Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------
1. Pledged securities (1) 0416 387,000 M.1
2. Maturity and repricing data for debt securities (1,2) (excluding
those in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies,
and states and political subdivisions in the U.S.; other
non-mortgage debt securities; and mortgage pass-through securities
other than those backed by closed-end first lien 1-4 family
residential mortgages with a remaining maturity or next repricing
date of: (3,4)
(1) Three months or less A549 85,000 M.2.a.1
(2) Over three months through 12 months A550 134,000 M.2.a.2
(3) Over one year through three years A551 177,000 M.2.a.3
(4) Over three years through five years A552 179,000 M.2.a.4
(5) Over five years through 15 years A553 521,000 M.2.a.5
(6) Over 15 years A554 121,000 M.2.a.6
b. Mortgage pass-through securities backed by closed-end first lien
1-4 family residential mortgages with a remaining maturity or next
repricing date of: (3,5)
(1) Three months or less A555 73,000 M.2.b.1
(2) Over three months through 12 months A556 54,000 M.2.b.2
(3) Over one year through three years A557 1,000 M.2.b.3
(4) Over three years through five years A558 40,000 M.2.b.4
(5) Over five years through 15 years A559 209,000 M.2.b.5
(6) Over 15 years A560 3,910,000 M.2.b.6
c. Other mortgage-backed securities (include CMOs, REMICs, and
stripped MBS; exclude mortgage pass-through securities) with an
expected average life of: (6)
(1) Three years or less A561 78,000 M.2.c.1
(2) Over three years A562 795,000 M.2.c.2
d. Debt securities with a REMAINING MATURITY of one year or less
(included in Memorandum items 2.a through 2.c above) A248 146,000 M.2.d
3. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar
year-to-date (report the amortized cost at date of sale or transfer) 1778 0 M.3
4. Structured notes (included in the held-to-maturity and
available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6):
a. Amortized cost 8782 0 M.4.a
b. Fair value 8783 0 M.4.b
- ----------
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(2) Exclude investments in mutual funds and other equity securities with
readily determinable fair values.
(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by next repricing date.
(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum
item 2.a that are included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus
mortgage pass-through securities other than those backed by closed-end
first lien 1-4 family residential mortgages included in Schedule RC-B,
item 4.a, columns A and D.
(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual
mortgage pass-through securities backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.a, sum of columns A and D, less the
amount of mortgage pass-through securities other than those backed by
closed-end first lien 1-4 family residential mortgages included in
Schedule RC-B, item 4.a, columns A and D.
(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.b, sum of columns A and D.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 16
SCHEDULE RC-C -- LOANS AND LEASE FINANCING RECEIVABLES
PART I. LOANS AND LEASES
Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report (1) loans and leases held for sale and (2) other loans and
leases, net of unearned income.
REPORT LOANS AND LEASES NET OF ANY APPLICABLE ALLOCATED TRANSFER RISK RESERVE.
Exclude assets held for trading and commercial paper.
(Column A) (Column B)
Consolidated Domestic
Bank Offices
-----------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCON Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------------------------
1. Loans secured by real estate 1410 58,137,000 1
a. CONSTRUCTION, LAND DEVELOPMENT, AND OTHER LAND LOANS 1415 4,648,000 1.a
b. Secured by farmland (including farm residential and other
improvements) 1420 657,000 1.b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit 1797 3,190,000 1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens 5367 32,714,000 1.c.2.a
(b) Secured by junior liens 5368 1,039,000 1.c.2.b
d. Secured by multifamily (5 or more) residential properties 1460 1,331,000 1.d
e. Secured by nonfarm nonresidential properties 1480 14,558,000 1.e
2. LOANS TO DEPOSITORY INSTITUTIONS AND ACCEPTANCES OF OTHER BANKS:
a. To commercial banks in the U.S. B531 438,000 2.a
(1) To U.S. branches and agencies of foreign banks B532 0 2.a.1
(2) To other commercial banks in the U.S. B533 440,000 2.a.2
b. To other depository institutions in the U.S. B534 0 B534 0 2.b
c. To banks in foreign countries B535 23,000 2.c
(1) To foreign branches of other U.S. banks B536 0 2.c.1
(2) To other banks in foreign countries B537 33,000 2.c.2
3. Loans to finance agricultural production and other loans to farmers 1590 2,604,000 1590 2,604,000 3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1763 21,993,000 1763 21,993,000 4.a
b. To non-U.S. addressees (domicile) 1764 33,000 1764 26,000 4.b
5. Not applicable.
6. Loans to individuals for household, family, and other personal
expenditures (i.e., consumer loans) (includes purchased paper):
a. CREDIT CARDS B538 37,000 B538 37,000 6.a
b. OTHER REVOLVING CREDIT PLANS B539 1,039,000 B539 1,039,000 6.b
c. Other consumer loans (includes single payment, installment,
and all student loans 2011 4,274,000 2011 4,273,000 6.c
7. Loans to foreign government and official institutions (including
foreign central banks) 2081 0 2081 0 7
8. Obligations (other than securities and leases) of states and
political subdivisions in the U.S. 2107 134,000 2107 134,000 8
9. Other loans 1563 1,099,000 9
a. Loans for purchasing or carrying securities (secured and unsecured) 1545 557,000 9.a
b. All other loans (exclude consumer loans) 1564 542,000 9.b
10. Lease financing receivables (net of unearned income) 2165 5,441,000 10
a. Of U.S. addressees (domicile) 2182 5,441,000 10.a
b. Of non-U.S. addressees (domicile) 2183 0 10.b
11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 2123 0 11
12. Total loans and leases, net of unearned income (sum of items 1
through 10 minus item 11) (total of column A must equal Schedule RC,
item 4.a and 4.b) 2122 95,264,000 2122 95,244,000 12
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 17
SCHEDULE RC-C -- CONTINUED
PART I. CONTINUED
MEMORANDA Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------
1. LOANS AND LEASES RESTRUCTURED AND IN COMPLIANCE WITH MODIFIED TERMS
(INCLUDED IN SCHEDULE RC-C, PART I, AND NOT REPORTED AS PAST DUE OR
NONACCRUAL IN SCHEDULE RC-N, MEMORANDUM ITEM 1) (EXCLUDE LOANS SECURED
BY 1-4 FAMILY RESIDENTIAL PROPERTIES AND LOANS TO INDIVIDUALS FOR
HOUSEHOLD, FAMILY, AND OTHER PERSONAL EXPENDITURES) 1616 0 M.1
2. Maturity and repricing data for loans and leases (excluding those in
nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices (reported in Schedule RC-C, part I,
item 1.c.(2)(a), column B) with a remaining maturity or next
repricing date of: (1,2) RCON
(1) Three months or less A564 17,500,000 M.2.a.1
(2) Over three months through 12 months A565 662,000 M.2.a.2
(3) Over one year through three years A566 202,000 M.2.a.3
(4) Over three years through five years A567 1,058,000 M.2.a.4
(5) Over five years through 15 years A568 12,317,000 M.2.a.5
(6) Over 15 years A569 913,000 M.2.a.6
b. All loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) EXCLUDING closed-end loans secured by first
liens on 1-4 family residential properties in domestic offices
(reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with
a remaining maturity or next repricing date of: (1,3) RCFD
(1) Three months or less A570 35,946,000 M.2.b.1
(2) Over three months through 12 months A571 5,719,000 M.2.b.2
(3) Over one year through three years A572 6,344,000 M.2.b.3
(4) Over three years through five years A573 9,117,000 M.2.b.4
(5) Over five years through 15 years A574 4,478,000 M.2.b.5
(6) Over 15 years A575 406,000 M.2.b.6
c. Loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) with a REMAINING MATURITY of one year or less
(excluding those in nonaccrual status) A247 40,642,000 M.2.c
3. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RC-C, part I, items 4 and 9, column A (4) 2746 5,064,000 M.3
4. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices RCON
(included in Schedule RC-C, part I, item 1.c.(2)(a), column B) 5370 12,650,000 M.4
5. LOANS SECURED BY REAL ESTATE TO NON-U.S. ADDRESSES (DOMICILE) RCFD
(INCLUDED IN SCHEDULE RC-C, PART I, ITEM 1, COLUMN A) B837 0 M.5
- ----------
(1) Report fixed rate loans and leases by remaining maturity and floating rate
loans by next repricing date.
(2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices included in Schedule RC-N, item 1.c.(2),
column C must equal total closed-end loans secured by first liens on 1-4
family residential properties from Schedule RC-C, part I, item
1.c.(2)(a), column B
(3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
minus nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices included in Schedule RC-N, item
1.c.(2), column C, must equal total loans and leases from Schedule RC-C,
Part I, sum or items 1 through 10, column A, minus total closed-end loans
secured by first liens on 1-4 family residential properties in domestic
offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.
(4) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 18
SCHEDULE RC-D -- TRADING ASSETS AND LIABILITIES
SCHEDULE RC-D IS TO BE COMPLETED BY BANKS THAT REPORTED AVERAGE TRADING ASSETS
(SCHEDULE RC-K, ITEM 7) OF $2 MILLION OR MORE FOR ANY QUARTER OF THE PRECEDING
YEAR.
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------
ASSETS
1. U.S. Treasury securities in domestic offices 3531 309,000 1
2. U.S. Government agency obligations in domestic offices (exclude
mortgage-backed securities) 3532 288,000 2
3. Securities issued by states and political subdivisions in 3533 7,000 3
the U.S. in domestic offices
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, 3534 0 4.a
or GNMA
b. Other mortgage-backed securities issued or guaranteed by
FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) 3535 0 4.b
c. All other mortgage-backed securities 3536 145,000 4.c
5. Other debt securities in domestic offices 3537 0 5
6.-8. Not applicable
9. Other trading assets in domestic offices 3541 980,000 9
RCFN
10. Trading assets in foreign offices 3542 0 10
11. Revaluation gains on interest rate, foreign exchange rate,
and other commodity and equity contracts: RCON
a. In domestic offices 3543 2,554,000 11.a
RCFN
b. In foreign offices 3543 0 11.b
12. Total trading assets (sum of items 1 through 11) (must equal RCFD
Schedule RC, item 5) 3545 4,283,000 12
LIABILITIES RCFD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------
13. Liability for short positions 3546 726,000 13
14. Revaluation losses on interest rate, foreign exchange rate,
and other commodity and equity contracts 3547 2,555,000 14
15. Total trading liabilities (sum of items 13 and 14) (must
equal Schedule RC, item 15) 3548 3,281,000 15
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 19
SCHEDULE RC-E -- DEPOSIT LIABILITIES
PART I. DEPOSITS IN DOMESTIC OFFICES
Nontransaction
Transaction Accounts Accounts
------------------------------------------------------------------------
(Column A)
Total (Column B) (Column C)
transaction MEMO: TOTAL Total
accounts DEMAND nontransaction
(including DEPOSITS accounts
total (INCLUDED IN (including
demand deposits) COLUMN A) MMDAs)
------------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil | Mil | Thou RCON Bil | Mil | Thou RCON Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
DEPOSITS OF:
1. Individuals, partnerships and corporations
(INCLUDE ALL CERTIFIED AND OFFICIAL CHECKS) B549 16,533,000 B550 54,691,000 1
2. U.S. Government 2202 50,000 2520 0 2
3. States and political subdivisions in the U.S. 2203 467,000 2530 88,000 3
4. COMMERCIAL BANKS AND OTHER DEPOSITORY
INSTITUTIONS IN THE U.S. B551 1,815,000 B552 0 4
5. Banks in foreign countries 2213 0 2236 0 5
6. Foreign governments, and official institutions
(including foreign central banks) 2216 0 2377 0 6
7. Total (sum of items 1 through 6) (sum of
columns A and C must equal Schedule RC,
item 13.a) 2215 18,865,000 2210 18,199,000 2385 54,779,000 7
MEMORANDA Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------
1. Selected components of total deposits (i.e., sum of item 7, columns
A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 1,696,000 M.1.a
b. Total brokered deposits 2365 0 M.1.b
c. Fully insured brokered deposits (included in Memorandum item
1.b above):
(1) Issued in denominations of less than $100,000 2343 0 M.1.c.1
(2) Issued either in denominations of $100,000 or in denominations
greater than $100,000 and participated out by the broker
in shares of $100,000 or less 2344 0 M.1.c.2
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000
with a remaining maturity of one year or less (included in
Memorandum item 1.c.(1) above) A243 0 M.1.d.1
(2) Brokered deposits issued in denominations of $100,000 or more
with a remaining maturity of one year or less (included in
Memorandum item 1.b above) A244 0 M.1.d.2
e. Preferred deposits (uninsured deposits of states and political
subdivisions in the U.S. reported in item 3 above which are secured
or collateralized as required under state law)
(TO BE COMPLETED FOR THE DECEMBER REPORT ONLY) 5590 430,000 M.1.e
2. Components of total nontransaction accounts (sum of Memorandum items
2.a through 2.c must equal item 7, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) 6810 21,229,000 M.2.a.1
(2) Other savings deposits (excludes MMDAs) 0352 24,077,000 M.2.a.2
b. Total time deposits of less than $100,000 6648 6,088,000 M.2.b
c. Total time deposits of $100,000 or more 2604 3,385,000 M.2.c
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-2
FDIC Certificate Number - 03511 20
SCHEDULE RC-E -- CONTINUED
Part I. Continued
Memoranda (continued) Dollar Amounts in Thousands RCON Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------
3. Maturity and repricing data for time deposits of less than $100,000:
a. Time deposits of less than $100,000 with a remaining maturity or
next repricing date of (1,2)
(1) Three months or less A579 2,314,000 M.3.a.1
(2) Over three months through 12 months A580 2,676,000 M.3.a.2
(3) Over one year through three years A581 803,000 M.3.a.3
(4) Over three years A582 295,000 M.3.a.4
b. Time deposits of less than $100,000 with a REMAINING MATURITY
of one year or less (included in Memorandum items 3.a.(1) through
3.a.(4) above)(3) A241 4,990,000 M.3.b
4. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or
next repricing date of (1,4)
(1) Three months or less A584 1,588,000 M.4.a.1
(2) Over three months through 12 months A585 1,351,000 M.4.a.2
(3) Over one year through three years A586 335,000 M.4.a.3
(4) Over three years A587 111,000 M.4.a.4
b. Time deposits of $100,000 or more with a REMAINING MATURITY of one
year or less (included in Memorandum items 4.a.(1) through
4.a.(4) above)(3) A242 2,939,000 M.4.b
- ----------
(1) Report fixed rate time deposits by remaining maturity and floating rate
time deposits by next repricing date.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E
Memorandum item 2.b.
(3) Report both fixed and floating rate time deposits by remaining maturity.
Exclude floating rate time deposits with a next repricing date of one year
or less that have a remaining maturity of over one year.
(4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E,
Memorandum item 2.c
PART II. DEPOSITS IN FOREIGN OFFICES (INCLUDING EDGE AND AGREEMENT
SUBSIDIARIES AND IBFS)
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------
Deposits of:
1. INDIVIDUALS, PARTNERSHIPS, AND CORPORATIONS (INCLUDE ALL CERTIFIED AND
OFFICIAL CHECKS) B553 4,161,000 1
2. U.S. BANKS (INCLUDING IBFS AND FOREIGN BRANCHES OF U.S. BANKS) AND
OTHER U.S. DEPOSITORY INSTITUTIONS B554 903,000 2
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) 2625 369,000 3
4. Foreign governments and official institutions (including foreign
central banks) 2650 0 4
5. U.S. GOVERNMENT AND STATES AND POLITICAL SUBDIVISIONS IN THE U.S. B555 0 5
6. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b) 2200 5,433,000 6
MEMORANDA Dollar Amounts in Thousands RCON Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------
1. Time deposits with a remaining maturity of one year or less (included
in Part II, item 6 above) A245 5,330,000 M.1
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-11
FDIC Certificate Number - 03511 21
SCHEDULE RC-F -- OTHER ASSETS
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------------------
1. ACCRUED INTEREST RECEIVABLE (1) B556 487,000 1
2. Net deferred tax assets (2) 2148 0 2
3. Interest-only strips receivable (not in the form of a security) (3) on:
a. Mortgage loans A519 1,458,000 3.a
b. Other financial assets A520 151,000 3.b
4. EQUITY SECURITIES THAT DO NOT HAVE READILY DETERMINABLE FAIR VALUES (4) 1752 721,000 4
5. Other (itemize and describe amounts greater than $25,000 that exceed
25% of this item) 2168 6,497,000 5
TEXT
a. 2166 Prepaid expenses 2166 0 5.a
b. C009 Cash surrender value of life insurance C009 0 5.b
c. 1578 Repossessed personal property (including vehicles) 1578 0 5.c
d. C010 Derivatives with a positive fair value held for purposes
other than trading C010 0 5.d
e. 3549 Accounts Receivable 3549 5,413,000 5.e
f. 3550 3550 N/A 5.f
g. 3551 3551 N/A 5.g
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) 2160 9,314,000 6
SCHEDULE RC-G -- OTHER LIABILITIES
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------------------
1. a. Interest accrued and unpaid on deposits in domestic offices(5) 3645 43,000 1.a
b. Other expenses accrued and unpaid (includes accrued income taxes RCFD
payable) 3646 1,930,000 1.b
2. Net deferred tax liabilities (2) 3049 2,614,000 2
3. ALLOWANCE FOR CREDIT LOSSES ON OFF-BALANCE SHEET CREDIT EXPOSURES B557 0 3
4. Other (itemize and describe amounts greater than $25,000 that exceed
25% of this item) 2938 2,207,000 4
TEXT
a. 3066 Accounts payable 3066 1,758,000 4.a
b. C011 Deferred compensation liabilities C011 0 4.b
c. 2932 Dividends declared but not yet payable 2932 0 4.c
d. C012 Derivatives with a negative fair value held for purposes
other than trading C012 0 4.d
e. 3552 3552 N/A 4.e
f. 3553 3553 N/A 4.f
g. 3554 3554 N/A 4.g
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 2930 6,794,000 5
- ----------
(1) Include accrued interest receivable on loans, leases, debt securities, and
other interest-bearing assets.
(2) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(3) Report interest-only strips receivable in the form of a security as
available-for sale securities in Schedule RC, item 2.b, or as trading
assets in Schedule RC, item 5, as appropriate.
(4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock
(5) For savings banks, includes "dividends" accrued and unpaid on deposits.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-12
FDIC Certificate Number - 03511 22
SCHEDULE RC-H -- SELECTED BALANCE SHEET ITEMS FOR DOMESTIC OFFICES
Domestic
Offices
---------------------------
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------
1. Customers' liability to this bank on acceptances outstanding 2155 39,000 1
2. Bank's liability on acceptances executed and outstanding 2920 39,000 2
3. Federal funds sold and securities purchased under agreements to resell 1350 247,000 3
4. Federal funds purchased and securities sold under agreements to repurchase 2800 23,616,000 4
5. Other borrowed money 3190 6,114,000 5
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 2163 N/A 6
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 5,072,000 7
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) 2192 140,314,000 8
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs) 3129 119,028,000 9
IN ITEMS 10-17 REPORT THE AMORTIZED (HISTORICAL) COST OF BOTH HELD-TO-MATURITY
AND AVAILABLE-FOR-SALE SECURITIES IN DOMESTIC OFFICES.
10. U.S. Treasury securities 1039 71,000 10
11. U.S. Government agency obligations (exclude mortgage-backed securities) 1041 153,000 11
12. Securities issued by states and political subdivisions in the U.S. 1042 351,000 12
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1043 4,243,000 13.a.1
(2) Other pass-through securities 1044 7,000 13.a.2
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped
MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1209 33,000 13.b.1
(2) All other mortgage-backed securities 1280 842,000 13.b.2
14. Other domestic debt securities (include domestic asset-backed securities) 1281 633,000 14
15. Foreign debt securities (include foreign asset-backed securities) 1282 4,000 15
16. Investments in mutual funds and other equity securities with readily
determinable fair values A510 8,000 16
17. Total amortized (historical) cost of both held-to-maturity and
available-for-sale securities (sum of items 10 through 16) 1374 6,345,000 17
18. Equity securities that do not have readily determinable fair values 1752 721,000 18
SCHEDULE RC-I -- SELECTED ASSETS AND LIABILITIES OF IBFs
TO BE COMPLETED ONLY BY BANKS WITH IBFs AND OTHER "FOREIGN" OFFICES.
Dollar Amounts in Thousands RCFN Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 2133 20,000 1
2. Total IBF liabilities (component of Schedule RC, item 21) 2898 1,000 2
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-13
FDIC Certificate Number - 03511 23
SCHEDULE RC-K--QUARTERLY AVERAGES (1)
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------
ASSETS
1. Interest-bearing balances due from depository institutions 3381 3,478,000 1
2. U.S. TREASURY SECURITIES AND U.S. GOVERNMENT AGENCY OBLIGATIONS (2)
(EXCLUDING MORTGAGE-BACKED SECURITIES) B558 229,000 2
3. MORTGAGE-BACKED SECURITIES (2) B559 5,055,000 3
4. ALL OTHER SECURITIES (2, 3)(INCLUDES SECURITIES ISSUED BY STATES AND
POLITICAL SUBDIVISIONS IN THE U.S.) B560 1,019,000 4
5. Federal funds sold and securities purchased under agreements to resell 3365 88,000 5
6. Loans:
a. Loans in domestic offices: RCON
(1) Total loans 3360 87,516,000 6.a.1
(2) Loans secured by real estate 3385 56,497,000 6.a.2
(3) Loans to finance agricultural production and other loans to farmers 3386 2,323,000 6.a.3
(4) Commercial and industrial loans 3387 22,015,000 6.a.4
(5) Loans to individuals for household, family, and other personal
expenditures:
(a) CREDIT CARDS B561 26,000 6.a.5.a
(b) OTHER (INCLUDES SINGLE PAYMENT, INSTALLMENT, ALL STUDENT LOANS,
AND REVOLVING CREDIT PLANS OTHER THAN CREDIT CARDS) B562 4,799,000 6.a.5.b
RCFN
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 3360 10,000 6.b
RCFD
7. Trading assets 3401 4,666,000 7
8. Lease financing receivables (net of unearned income) 3484 5,599,000 8
9. Total assets(4) 3368 136,847,000 9
LIABILITIES
10. Interest-bearing transaction accounts in domestic (NOW accounts, RCON
ATS accounts, and telephone and preauthorized transfer accounts)
(exclude demand deposits) 3485 595,000 10
11. Nontransaction accounts in domestic offices:
a. SAVINGS DEPOSITS (INCLUDES MMDAS) B563 44,442,000 11.a
b. Time deposits of $100,000 or more A514 3,462,000 11.b
c. Time deposits of less than $100,000 A529 6,204,000 11.c
RCFN
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs 3404 6,562,000 12
RCFD
13. Federal funds purchased and securities sold under agreements to repurchase 3353 19,403,000 13
14. Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 3355 8,895,000 14
- ----------
(1) For all items, banks have the option of reporting either (1) an average of
DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly averages for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-14
FDIC Certificate Number - 03511 24
SCHEDULE RC-L--DERIVATIVES AND OFF-BALANCE SHEET ITEMS
Please read carefully the instructions for Some of the amounts the preparation
of Schedule RC-L. reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties,
e.g., home equity lines 3814 10,127,000 1.a
b. Credit card lines 3815 5,367,000 1.b
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate 3816 4,083,000 1.c.1
(2) Commitments to fund loans not secured by real estate 6550 4,833,000 1.c.2
d. Securities underwriting 3817 0 1.d
e. Other unused commitments 3818 26,706,000 1.e
2. Financial standby letters of credit and foreign office guarantees 3819 932,000 2
a. Amount of financial standby letters of credit conveyed to others 3820 120,000 2.a
3. Performance standby letters of credit and foreign office guarantees 3821 3,038,000 3.
a. Amount of performance standby letters of credit conveyed to others 3822 243,000 3.a
4. Commercial and similar letters of credit 3411 175,000 4
5. Participations in acceptances (as described in the instructions) conveyed to
others by the reporting bank 3428 2,000 5
6. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank) 3433 3,362,000 6
7. Notional amount of credit derivatives:
a. Credit derivatives on which the reporting bank is the guarantor A534 882,000 7.a
b. Credit derivatives on which the reporting bank is the beneficiary A535 965,000 7.b
8. Spot foreign exchange contracts 8765 1,027,000 8
9. All other off-balance sheet liabilities (exclude derivatives) (itemize and
describe each component of this item over 25% of Schedule RC, item 28,
"Total equity capital") 3430 2,879,000 9
TEXT
a. 3432 Securities borrowed 3432 2,879,000 9.a
b. 3434 Commitments to purchase when-issued securities 3434 0 9.b
c. 3555 3555 N/A 9.c
d. 3556 3556 N/A 9.d
e. 3557 3557 N/A 9.e
10. All other off-balance sheet assets (exclude derivatives)(itemize and
describe each component of this item over 25% Schedule RC item 28., "Total
equity capital") 5591 0 10
TEXT
a. 3435 Commitments to sell when-issued securities 3435 0 10.a
b. 5592 5592 N/A 10.b
c. 5593 5593 N/A 10.c
d. 5594 5594 N/A 10.d
e. 5595 5595 N/A 10.e
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-15
FDIC Certificate Number - 03511 25
SCHEDULE RC-L--CONTINUED
Dollar Amounts in Thousands (Column A) (Column B)
Interest Foreign
Derivatives Position Indicators Rate Exchange
Contracts Contracts
- ------------------------------------------------------------------------------------------------
Bil | Mil | Thou Tril | Bil | Mil | Thou
------------------------------------------
11. Gross amounts (e.g., notional amounts) (for
each column, sum of items 11.a through 11.e
must equal sum of items 12 and 13): RCFD 8693 RCFD 8694
a. Futures contracts 23,026,000 0
RCFD 8697 RCFD 8698
b. Forward contracts 155,456,000 8,614,000
c. Exchange-traded option contracts: RCFD 8701 RCFD 8702
(1) Written options 233,963,000 0
RCFD 8705 RCFD 8706
(2) Purchased options 245,053,000 0
d. Over-the-counter option contracts: RCFD 8709 RCFD 8710
(1) Written options 47,744,000 260,000
RCFD 8713 RCFD 8714
(2) Purchased options 47,699,000 275,000
RCFD 3450 RCFD 3826
e. Swaps 93,159,000 0
12. Total gross notional amount of RCFD A126 RCFD A127
derivative contracts held for trading 237,901,000 9,149,000
13. Total gross notional amount of
derivative contracts held for RCFD 8725 RCFD 8726
purposes other than trading 608,199,000 0
a. Interest rate swaps where the bank RCFD A589
has agreed to pay a fixed rate 34,126,000
14. Gross fair values of derivative contracts:
a. Contracts held for trading: RCFD 8733 RCFD 8734
(1) Gross positive fair value 2,516,000 0
RCFD 8737 RCFD 8738
(2) Gross negative fair value 2,450,000 248,000
b. Contracts held for purposes other than
trading: RCFD 8741 RCFD 8742
(1) Gross positive fair value 1,435,000 196,000
RCFD 8745 RCFD 8746
(2) Gross negative fair value 679,000 0
Dollar Amounts in Thousands (Column C) (Column D)
Equity Commodity
Derivatives Position Indicators Derivative and Other
Contracts Contracts
- -------------------------------------------------------------------------------------------------------
Tril | Bil | Mil | Thou Tril | Bil | Mil | Thou
-------------------------------------------------
11. Gross amounts (e.g., notional amounts) (for
each column, sum of items 11.a through 11.e
must equal sum of items 12 and 13): RCFD 8695 RCFD 8696
a. Futures contracts 0 0 11.a
RCFD 8699 RCFD 8700
b. Forward contracts 0 0 11.b
c. Exchange-traded option contracts: RCFD 8703 RCFD 8704
(1) Written options 0 0 11.c.1
RCFD 8707 RCFD 8708
(2) Purchased options 2,000 0 11.c.2
d. Over-the-counter option contracts: RCFD 8711 RCFD 8712
(1) Written options 745,000 93,000 11.d.1
RCFD 8715 RCFD 8716
(2) Purchased options 745,000 93,000 11.d.2
RCFD 8719 RCFD 8720
e. Swaps 1,840,000 41,000 11.e
12. Total gross notional amount of RCFD 8723 RCFD 8724
derivative contracts held for trading 3,332,000 227,000 12
13. Total gross notional amount of
derivative contracts held for RCFD 8727 RCFD 8728
purposes other than trading 0 0 13
a. Interest rate swaps where the bank
has agreed to pay a fixed rate 13.a
14. Gross fair values of derivative contracts:
a. Contracts held for trading: RCFD 8735 RCFD 8736
(1) Gross positive fair value 57,000 11,000 14.a.1
RCFD 8739 RCFD 8740
(2) Gross negative fair value 59,000 11,000 14.a.2
b. Contracts held for purposes other than
trading: RCFD 8743 RCFD 8744
(1) Gross positive fair value 1,000 0 14.b.1
RCFD 8747 RCFD 8748
(2) Gross negative fair value 0 0 14.b.2
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-16
FDIC Certificate Number - 03511 26
SCHEDULE RC-M--MEMORANDA
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date:
a. Aggregate amount of all extensions of credit to all executive officers,
directors, principal shareholders, and their related interests 6164 44,000 1.a
b. Number of executive officers, directors, and principal shareholders to
whom the amount of all extensions of credit by the reporting bank
(including extensions of credit to related interests) equals or exceeds
the lesser of $500,000 or 5 percent NUMBER
of total capital as defined for this purpose in agency regulations 6165 16 1.b
2. INTANGIBLE ASSETS OTHER THAN GOODWILL:
a. Mortgage Servicing Assets 3164 6,286,000 2.a
(1) Estimated fair value of mortgage servicing assets A590 6,418,000 2.a.1
b. Purchased credit card relationships and nonmortgage servicing assets B026 2,000 2.b
c. All other identifiable intangible assets 5507 628,000 2.c
d. TOTAL (SUM OF ITEMS 2.a, 2.b, AND 2.c) (MUST EQUAL SCHEDULE RC,
ITEM 10.b) 0426 6,916,000 2.d
3. Other real estate owned:
a. Direct and indirect investments in real estate ventures 5372 24,000 3.a
b. All other real estate owned: RCON
(1) CONSTRUCTION, LAND DEVELOPMENT, AND OTHER LAND IN DOMESTIC OFFICES 5508 0 3.b.1
(2) Farmland in domestic offices 5509 0 3.b.2
(3) 1-4 family residential properties in domestic offices 5510 35,000 3.b.3
(4) Multifamily (5 or more) residential properties in domestic offices 5511 0 3.b.4
(5) Nonfarm nonresidential properties in domestic offices 5512 38,000 3.b.5
RCFN
(6) In foreign offices 5513 0 3.b.6
RCFD
c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 2150 97,000 3.c
4. Investments in unconsolidated subsidiaries and associated companies:
a. Direct and indirect investments in real estate ventures 5374 4,000 4.a
b. All other investments in unconsolidated subsidiaries and
associated companies 5375 252,000 4.b
c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 2130 256,000 4.c
5. OTHER BORROWED MONEY:
a. FEDERAL HOME LOAN BANK ADVANCES:
(1) WITH A REMAINING MATURITY OF ONE YEAR OR LESS 2651 0 5.a.1
(2) WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE YEARS B565 0 5.a.2
(3) WITH A REMAINING MATURITY OF MORE THAN THREE YEARS B566 0 5.a.3
b. OTHER BORROWINGS:
(1) WITH A REMAINING MATURITY OF ONE YEAR OR LESS B571 6,051,000 5.b.1
(2) WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE YEARS B567 5,000 5.b.2
(3) WITH A REMAINING MATURITY OF MORE THAN THREE YEARS B568 58,000 5.b.3
c. TOTAL (SUM OF ITEMS 5.a.(1) THROUGH 5.b.(3) MUST EQUAL SCHEDULE RC,
ITEM 16) 3190 6,114,000 5.c
YES / NO
6. DOES THE REPORTING BANK SELL PRIVATE LABEL OR THIRD PARTY MUTUAL FUNDS
AND ANNUITIES? B569 YES 6
RCFD Bil | Mil | Thou
7. ASSETS UNDER THE REPORTING BANK'S MANAGEMENT IN PROPRIETARY MUTUAL FUNDS
AND ANNUITIES B570 0 7
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-17
FDIC Certificate Number - 03511 27
SCHEDULE RC-N--PAST DUE AND NONACCRUAL LOANS, LEASES, AND OTHER ASSETS
(Column A) (Column B)
Past due Past due 90
30 through 89 days or more
days and still and still (Column C)
accruing accruing Nonaccrual
----------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil | Mil | Thou RCON Bil | Mil | Thou RCON Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Loans secured by real estate:
a. CONSTRUCTION, LAND DEVELOPMENT, AND OTHER
LAND LOANS IN DOMESTIC OFFICES 2759 81,000 2769 26,000 3492 2,000 1.a
b. Secured by farmland in domestic offices 3493 5,000 3494 0 3495 38,000 1.b
c. Secured by 1-4 family residential
properties in domestic offices:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit 5398 32,000 5399 3,000 5400 15,000 1.c.1
(2) Closed-end loans secured by
1-4 family residential properties 5401 670,000 5402 104,000 5403 62,000 1.c.2
d. Secured by multifamily (5 or more) residential
properties in domestic offices 3499 5,000 3500 0 3501 10,000 1.d
e. Secured by nonfarm nonresidential properties
properties in domestic offices 3502 55,000 3503 2,000 3504 89,000 1.e
RCFN RCFN RCFN
f. IN FOREIGN OFFICES B572 0 B573 0 B574 0 1.f
2. Loans to depository institutions and acceptances
of other banks:
a. To U.S. banks and other U.S. depository RCFD RCFD RCFD
institutions 5377 0 5378 0 5379 0 2.a
b. To foreign banks 5380 0 5381 0 5382 0 2.b
3. Loans to finance agricultural production and
other loans to farmers 1594 51,000 1597 1,000 1583 40,000 3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1251 183,000 1252 24,000 1253 341,000 4.a
b. To non-U.S. addressees (domicile) 1254 2,000 1255 0 1256 0 4.b
5. Loans to individuals for household, family, and
other personal expenditures:
a. CREDIT CARDS B575 0 B576 0 B577 0 5.a
b. OTHER (INCLUDES SINGLE PAYMENT, INSTALLMENT,
ALL STUDENT LOANS, AND REVOLVING
CREDIT PLANS OTHER THAN CREDIT CARDS) B578 60,000 B579 2,000 B580 1,000 5.b
6. Loans to foreign governments and official
institutions 5389 0 5390 0 5391 0 6
7. All other loans 5459 9,000 5460 1,000 5461 3,000 7
8. Lease financing receivables:
a. Of U.S. addressees (domicile) 1257 56,000 1258 2,000 1259 1,000 8.a
b. Of non-U.S. addressees (domicile) 1271 0 1272 0 1791 0 8.b
9. Debt securities and other assets (exclude other
real estate owned and other repossessed assets) 3505 0 3506 0 3507 10,000 9
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-18
FDIC Certificate Number - 03511 28
SCHEDULE RC-N--CONTINUED
Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed
and unguaranteed portions of past due and nonaccrual loans and leases. Report in
item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.
(Column A) (Column B)
Past due Past due 90
30 through 89 days or more
days and still and still (Column C)
accruing accruing Nonaccrual
----------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------------------------
10. Loans and leases reported in items 1
through 8 above which are wholly or partially
guaranteed by the U.S. Government 5612 156,000 5613 46,000 5614 57,000 10
a. Guaranteed portion of loans and leases
included in item 10 above 5615 154,000 5616 46,000 5617 53,000 10.a
(Column A) (Column B)
Past due Past due 90
30 through 89 days or more
days and still and still (Column C)
MEMORANDA accruing accruing Nonaccrual
----------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou
- ---------------------------------------------------------------------------------------------------------------------------
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above
(and not reported in Schedule RC-C, Part I,
Memorandum item 1) 1658 0 1659 0 1661 61,000 M.1
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in
Schedule RC-N, items 4 and 7, above 6558 64,000 6559 2,000 6560 4,000 M.2
3. Loans secured by real estate to non-U.S.
addresses (domicile) (included in
Schedule RC-N, item 1, above) 1248 0 1249 0 1250 0 M.3
4. Not applicable
(Column A)
Past due (Column B)
30 through Past due 90
89 days days or more
----------------------------------------------
RCFD Bil | Mil | Thou RCFD Bil | Mil | Thou
----------------------------------------------
5. Interest rate, foreign exchange rate, and other
commodity and equity contracts:
FAIR VALUE OF AMOUNTS CARRIED AS ASSETS 3529 0 3530 0 M.5
Person to whom questions about the Reports of Condition and Income should be
directed:
Karen B. Martin, Regulatory Reporting
--------------------------------------------------------------------------
Name and Title (TEXT 8901)
Karen.B.Martin@wellsfargo.com
--------------------------------------------------------------------------
E-mail Address (TEXT 4086)
(612) 667-3975 (612) 667-3659
-------------------------------------- ---------------------------------
Telephone: Area code/phone FAX: Area code/phone number
number/extension (TEXT 8902) (TEXT 9116)
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-19
FDIC Certificate Number - 03511 29
SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE AND FICO ASSESSMENTS
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 N/A 1.b.1
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 N/A 1.b.2
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 0 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 N/A 2.b.1
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 N/A 2.b.2
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices) 3520 0 3
4. Deposits of consolidated subsidiaries in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions (not included
in total deposits):
a. Demand deposits of consolidated subsidiaries 2211 0 4.a
b. Time and savings deposits (1) of consolidated subsidiaries 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c
5. Deposits in insured branches in Puerto Rico and U.S. territories and
possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) 2229 0 5.a
b. Time and saving deposits (1) in insured branches (included in
Schedule RC-E, Part II) 2383 0 5.b
c. Interest accrued and unpaid on deposits in insured branches
(included in Schedule RC-G, item 1.b) 5515 0 5.c
6. Reserve balances actually passed through to the Federal Reserve by the
reporting bank on behalf of its respondent depository institutions that
are also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I,
Item 7 column B) 2314 0 6.a
b. Amount reflected in time and savings deposits (1) (included in
Schedule RC-E, Part I, Item 7, column A or C, but not column B) 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits: (1,2)
a. Unamortized premiums 5516 0 7.a
b. Unamortized discounts 5517 0 7.b
8. TO BE COMPLETED BY BANKS WITH "OAKAR DEPOSITS".
a. Deposits purchased or acquired from other FDIC-insured institutions
during the quarter (exclude deposits purchased or acquired from
foreign offices other than insured branches in Puerto Rico and U.S.
territories and possessions):
(1) Total deposits purchased or acquired from other
FDIC-insured institutions during the quarter A531 0 8.a.1
(2) Amount of purchased or acquired deposits reported in item 8.a.(1)
above attributable to a secondary fund (i.e., BIF members report
deposits attributable to SAIF; SAIF members report deposits
attributable to BIF) A532 0 8.a.2
b. Total deposits sold or transferred to other FDIC-insured institutions
during the quarter (exclude sales or transfers by the reporting bank of
deposits in foreign offices other than insured branches in Puerto Rico
and U.S. territories and possessions) A533 0 8.b
- ----------
(1) For FDIC and FICO insurance assessment purposes, "time and savings
deposits" consists of nontransaction accounts and all transaction accounts
other than demand deposits.
(2) Exclude core deposit intangibles.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-20
FDIC Certificate Number - 03511 30
SCHEDULE RC-O--CONTINUED
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
9. Deposits in lifeline accounts 5596 9
10. Benefit-responsive "Depository Institution Investment Contracts" (included
in total deposits in domestic offices) 8432 0 10
11. Adjustments to demand deposits in domestic offices and in insured branches
in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E
for certain reciprocal demand balances :
a. Amount by which demand deposits would be reduced if the reporting bank's
reciprocal demand balances with the domestic offices of U.S. banks and
savings associations and insured branches in Puerto Rico and U.S.
territories and possessions that were reported on a gross basis in Schedule
RC-E had been reported on a net basis 8785 0 11.a
b. Amount by which demand deposits would be increased if the reporting bank's
reciprocal demand balances with foreign banks and foreign offices of other
U.S. banks (other than insured branches in Puerto Rico and U.S.
territories and possessions) that were reported on a net basis in
Schedule RC-E had been reported on a gross basis A181 0 11.b
c. Amount by which demand deposits would be reduced if cash items in process
of collection were included in the calculation of the reporting bank's net
reciprocal demand balances with the domestic offices of U.S. banks and
savings associations and insured branches in Puerto Rico and U.S.
territories and possessions in Schedule RC-E A182 0 11.c
12. Amount of assets netted against deposit liabilities in domestic offices and
in insured branches in Puerto Rico and U.S. territories and possessions on
the balance sheet (Schedule RC) in accordance with generally accepted
accounting principles (exclude amounts related to reciprocal demand balances):
a. Amount of assets netted against demand deposits A527 0 12.a
b. Amount of assets netted against time and savings deposits A528 0 12.b
MEMORANDA (TO BE COMPLETED EACH QUARTER EXCEPT AS NOTED)
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Total deposits in domestic offices of the bank (sum of Memorandum items
1.a.(1) and
1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,0000 or less 2702 41,279,000 M.1.a 1
(2) Number of deposit accounts of $100,000 or less NUMBER
(TO BE COMPLETED FOR THE JUNE REPORT ONLY) 3779 N/A M.1.a 2
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 2710 32,365,000 M.1.b 1
NUMBER
(2) Number of deposit accounts of more than $100,000 2722 91,807 M.1.b 2
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000 reported
in Memorandum item 1.b.(2) above by $100,000 and subtracting the result
from the amount of deposit accounts of more than $100,000 reported in
Memorandum item 1.b.(1) above.
Indicate in the appropriate box at right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the RCON YES / NO
estimate described above 6861 NO M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured Bil | Mil | Thou
deposits determined by using your bank's method or procedure 5597 0 M.2.b
3. Has the reporting institution been consolidated with a parent bank
or savings association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report ?
If so, report the legal title and FDIC Certificate Number of the
parent bank or parent savings association:
TEXT RCON FDIC CERT NO.
A545 A545 N/A M.3
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-21
FDIC Certificate Number - 03511 31
SCHEDULE RC-R--REGULATORY CAPITAL
Dollar Amounts in Thousands RCON Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
TIER 1 CAPITAL
1. Total equity capital (from Schedule RC, item 28) 3210 16,186,000 1
2. LESS: Net unrealized gains (losses) on available-for-sale securities (1)
(if a gain, report as a positive value; if a loss, report as a negative value) 8434 34,000 2
3. LESS: Net unrealized loss on available-for-sale EQUITY securities (1) (report
loss as a positive value) A221 0 3
4. LESS: Accumulated net gains (losses) on cash flow hedges (1)
(if a gain, report as a positive value; if a loss, report as a negative value) 4336 268,000 4
5. LESS: Nonqualifying perpetual preferred stock B588 0 5
6. Qualifying minority interests in consolidated subsidiaries B589 28,000 6
7. LESS: Disallowed goodwill and other disallowed intangible assets B590 5,800,000 7
8. LESS: Disallowed servicing assets and purchased credit card relationships B591 510,000 8
9. LESS: Disallowed deferred tax assets 5610 0 9
10. Other additions to (deductions from) Tier 1 capital B592 0 10
11. Tier 1 capital (sum of items 1, 6, and 10, less items 2, 3, 4, 5, 7, 8, and 9) 8274 9,602,000 11
TIER 2 CAPITAL
12. Qualifying subordinated debt and redeemable preferred stock 5306 4,801,000 12
13. Cumulative perpetual preferred stock includible in Tier 2 capital B593 0 13
14. Allowance for loan and lease losses includible in Tier 2 capital 5310 1,445,000 14
15. Unrealized gains on available-for-sale equity securities includible in
Tier 2 capital 2221 0 15
16. Other Tier 2 capital components B594 0 16
17. Tier 2 capital (sum of items 12 through 16) 5311 6,246,000 17
18. Allowable Tier 2 capital (lesser of item 11 or 17) 8275 6,246,000 18
19. Tier 3 capital allocated for market risk 1395 0 19
20. LESS: Deductions for total risk-based capital B595 0 20
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) 3792 15,848,000 21
TOTAL ASSETS FOR LEVERAGE RATIO
22. Average total assets (from Schedule RC-K, item 9) 3368 136,847,000 22
23. LESS: Disallowed goodwill and other disallowed intangible assets (from
item 7 above) B590 5,800,000 23
24. LESS: Disallowed servicing assets and purchased credit card relationships
(from item 8 above) B591 510,000 24
25. LESS: Disallowed deferred tax assets (from item 9 above) 5610 0 25
26. LESS: Other deductions from assets for leverage capital purposes B596 0 26
27. Average total assets for leverage capital purposes (item 22 less items 23
through 26) A224 130,537,000 27
ADJUSTMENTS FOR FINANCIAL SUBSIDIARIES
28. Adjustment to total risk-based capital reported in item 21 B503 135,000 28
29. Adjustment to risk-weighted assets reported in item 62 B504 7,000 29
30. Adjustment to average total assets reported in item 27 B505 83,000 30
CAPITAL RATIOS
(Column B is to be completed by all banks. Column A is to be
completed by banks with financial subsidiaries) (Column A) (Column B)
RCFD Percentage RCFD Percentage
31. Tier 1 leverage ratio (2) 7273 7.31% 7204 7.36% 31
32. Tier 1 risk-based capital ratio (3) 7274 7.16% 7206 7.21% 32
33. Total risk-based capital ratio (4) 7275 11.79% 7205 11.89% 33
- ----------
(1) Report amount included in Schedule RC, item 26.b, "Accumulated other
comprehensive income."
(2) The ratio for column B is item 11 divided by item 27. The ratio for column
A is item 11 minus one half of item 28 divided by (item 27 minus item 30).
(3) The ratio for column B is item 11 divided by item 62. The ratio for column
A is item 11 minus one half of item 28 divided by (item 62 minus item 29).
(4) The ratio for column B is item 21 divided by item 62. The ratio for column
A is item 21 minus item 28 divided by (item 62 minus item 29).
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-22
FDIC Certificate Number - 03511 32
SCHEDULE RC-R--CONTINUED
Banks are not required to risk-weight each on-balance sheet asset and the credit
equivalent amount of each off-balance sheet item that qualifies for a risk
weight of less than 100 percent (50 percent for derivatives) at its lower risk
rate. When completing items 34 through 54 of Schedule RC-R, each bank should
decide for itself how detailed a risk-weight analysis it wishes to perform. In
other words, a bank can choose from among its assets and off-balance sheet items
that have a risk weight of less than 100 percent which ones to risk-weight at an
appropriate lower risk, or it can simply risk-weight some or all of these items
at a 100 percent risk weight (50 percent for derivatives).
(Column A) (Column B)
Totals Items Not
(from Subject to
BALANCE SHEET ASSET CATEGORIES Schedule RC) Risk-Weighting
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------
34. Cash and balances due from depository institutions (Column A RCFD 0010
equals the sum of Schedule RC, items 1.a and 1.b) 12,281,000 34
RCFD 1754 RCFD B603
35. Held-to-maturity securities 0 0 35
RCFD 1773 RCFD B608
36. Available-for-sale securities 6,395,000 50,000 36
37. Federal funds sold and securities purchased under RCFD 1350
agreements to resell 247,000 37
RCFD 5369 RCFD B617
38. Loans and leases held for sale 16,886,000 0 38
RCFD B528 RCFD B622
39. Loans and leases, net of unearned income (1) 78,378,000 0 39
RCFD 3123 RCFD 3123
40. LESS: Allowance for loan and lease losses 1,445,000 1,445,000 40
RCFD 3545 RCFD B627
41. Trading assets 4,283,000 4,283,000 41
RCFD B639 RCFD B640
42. All other assets (2) 23,650,000 7,768,000 42
RCFD 2170 RCFD B644
43. Total assets (sum of items 34 through 42) 140,675,000 10,656,000 43
(Column C) (Column D) (Column E)
Allocation by Risk Weight Category
------------------------------------------------------
BALANCE SHEET ASSET CATEGORIES 0% 20% 50%
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------------------
34. Cash and balances due from depository institutions (Column A RCFD B600 RCFD B601
equals the sum of Schedule RC, items 1.a and 1.b) 1,515,000 10,766,000 34
RCFD B604 RCFD B605 RCFD B606
35. Held-to-maturity securities 0 0 0 35
RCFD B609 RCFD B610 RCFD B611
36. Available-for-sale securities 1,864,000 2,679,000 70,000 36
37. Federal funds sold and securities purchased under RCFD B613 RCFD B614
agreements to resell 0 247,000 37
RCFD B618 RCFD B619 RCFD B620
38. Loans and leases held for sale 0 2,014,000 14,872,000 38
RCFD B623 RCFD B624 RCFD B625
39. Loans and leases, net of unearned income (1) 0 885,000 14,451,000 39
40. LESS: Allowance for loan and lease losses 40
RCFD B628 RCFD B629 RCFD B630
41. Trading assets 0 0 0 41
RCFD B641 RCFD B642 RCFD B643
42. All other assets (2) 409,000 2,815,000 1,749,000 42
RCFD 5320 RCFD 5327 RCFD 5334
43. Total assets (sum of items 34 through 42) 3,788,000 19,406,000 31,142,000 43
(Column F)
----------------
BALANCE SHEET ASSET CATEGORIES 100%
Dollar Amounts in Thousands Bil | Mil | Thou
- ------------------------------------------------------------------------------------
34. Cash and balances due from depository institutions (Column A RCFD B602
equals the sum of Schedule RC, items 1.a and 1.b) 0 34
RCFD B607
35. Held-to-maturity securities 0 35
RCFD B612
36. Available-for-sale securities 1,732,000 36
37. Federal funds sold and securities purchased under RCFD 616
agreements to resell 0 37
RCFD B621
38. Loans and leases held for sale 0 38
RCFD B626
39. Loans and leases, net of unearned income (1) 63,042,000 39
40. LESS: Allowance for loan and lease losses 40
RCFD B631
41. Trading assets 0 41
RCFD 5339
42. All other assets (2) 10,909,000 42
RCFD 5340
43. Total assets (sum of items 34 through 42) 75,683,000 43
(1) Include any allocated transfer risk reserve in column B.
(2) Includes premises and fixed assets, other real estate owned, investments in
unconsolidated subsidiaries and associated companies, customers' liability
on acceptances outstanding, intangible assets, and other assets.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-23
FDIC Certificate Number - 03511 33
SCHEDULE RC-R--CONTINUED
(Column A) (Column B)
Face Value Credit Credit
or Notional Conversion Equivalent
Amount Factor Amount (1)
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------
DERIVATIVES AND OFF-BALANCE SHEET ITEMS RCFD 3819 RCFD B645
44. Financial standby letters of credit 932,000 1.00 932,000 44
45. Performance standby letters of RCFD 3821 RCFD B650
of credit 3,038,000 .50 1,519,000 45
46. Commercial and similar letters RCFD 3411 RCFD B655
of credit 175,000 .20 35,000 46
47. Risk participations in bankers
acceptances acquired by the RCFD 3429 RCFD B660
reporting institution 0 1.00 0 47
RCFD 3433 RCFD B664
48. Securities lent 3,362,000 1.00 3,362,000 48
49. Retained recourse on small business RCFD A250 RCFD B669
obligations sold with recourse 0 1.00 0 49
50. Retained recourse on financial assets RCFD 1727 * Below RCFD 2243
sold with low-level recourse 1,480,000 M 14,166,000 50
51. All other financial assets sold with RCFD B675 RCFD B676
recourse 22,000 1.00 22,000 51
52. All other off-balance sheet RCFD B681 RCFD B682
liabilities 0 1.00 0 52
53. Unused commitments with an original RCFD 3833 RCFD B687
maturity exceeding one year 41,242,000 .50 20,621,000 53
RCFD A167
54. Derivative contracts 5,848,000 54
(Column C) (Column D) (Column E) (Column F)
Allocation by Risk Weight Category
0% 20% 50% 100%
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------
DERIVATIVES AND OFF-BALANCE SHEET ITEMS RCFD B646 RCFD B647 RCFD B648 RCFD B649
44. Financial standby letters of credit 0 120,000 0 812,000 44
45. Performance standby letters of RCFD B651 RCFD B652 RCFD B653 RCFD B654
of credit 0 122,000 0 1,397,000 45
46. Commercial and similar letters RCFD B656 RCFD B657 RCFD B658 RCFD B659
of credit 0 0 0 35,000 46
47. Risk participations in bankers
acceptances acquired by the RCFD B661 RCFD B662 RCFD B663
reporting institution 0 0 0 47
RCFD B665 RCFD B666 RCFD B667 RCFD B668
48. Securities lent 0 3,362,000 0 0 48
49. Retained recourse on small business RCFD B670 RCFD B671 RCFD B672 RCFD B673
obligations sold with recourse 0 0 0 0 49
50. Retained recourse on financial assets RCFD B674
sold with low-level recourse 14,166,000 50
51. All other financial assets sold with RCFD B677 RCFD B678 RCFD B679 RCFD B680
recourse 0 0 0 22,000 51
52. All other off-balance sheet RCFD B683 RCFD B684 RCFD B685 RCFD B686
liabilities 0 0 0 0 52
53. Unused commitments with an original RCFD B688 RCFD B689 RCFD B690 RCFD B691
maturity exceeding one year 0 0 5,064,000 15,557,000 53
RCFD B693 RCFD B694 RCFD B695
54. Derivative contracts 851,000 3,429,000 1,568,000 54
* Or institution-specific factor. Entering an 'M' allows for data entry in
Column B.
(1) Column A multiplied by credit conversion factor.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-24
FDIC Certificate Number - 03511 34
SCHEDULE RC-R--CONTINUED
(Column C) (Column D) (Column E) (Column F)
Allocation by Risk Weight Category
0% 20% 50% 100%
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
TOTALS
55. Total assets, derivatives, and off-balance sheet RCFD B696 RCFD B697 RCFD B698 RCFD B699
items by risk weight category (for each column, 4,639,000 26,439,000 37,774,000 107,672,000 55
sum of items 43 through 54)
56. Risk weight factor * 0% * 20% * 50% * 100% 56
57. Risk-weighted assets by risk weight category (for RCFD B700 RCFD B701 RCFD B702 RCFD B703
each column, item 55 multiplied by item 56) 0 5,287,800 18,887,000 107,672,000 57
RCFD 1651
58. Market risk equivalent assets 1,416,000 58
59. Risk-weighted assets before deductions for excess RCFD B704
allowance for loan and lease losses and allocated 133,262,800 59
transfer risk reserve (sum of item 57, columns C
through F, and item 58)
RCFD A222
60. LESS: Excess allowance for loan and lease losses 0 60
RCFD 3128
61. LESS: Allocated transfer risk reserve 0 61
RCFD A223
62. Total risk-weighted assets (item 59 minus items 133,262,800 62
60 and 61)
Memoranda
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------
1. Current credit exposure across all derivative contracts covered by the 8764 4,269,000 M.1
risk-based capital standards
With a remaining maturity of
(Column A) (Column B)
One year Over one year
or less through
five years
2. Notional principal amounts
or derivative contracts: (1) RCFD Tril | Bil | Mil | Thou RCFD Tril | Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------
a. Interest rate contracts 3809 423,375,000 8766 57,437,000
b. Foreign exchange contracts 3812 6,662,000 8769 2,227,000
c. Gold contracts 8771 0 8772 0
d. Other precious metals contracts 8774 0 8775 0
e. Other commodity contracts 8777 122,000 8778 12,000
f. Equity derivative contracts A000 747,000 A001 1,840,000
(1) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
(Column C)
Over
five years
2. Notional principal amounts
or derivative contracts: (1) RCFD Tril | Bil | Mil | Thou
- ----------------------------------------------------------------------------------
a. Interest rate contracts 8767 60,555,000 M.2.a
b. Foreign exchange contracts 8770 0 M.2.b
c. Gold contracts 8770 0 M.2.b
d. Other precious metals contracts 8776 0 M.2.d
e. Other commodity contracts 8779 0 M.2.e
f. Equity derivative contracts A002 0 M.2.f
(1) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-25
FDIC Certificate Number - 03511 35
SCHEDULE RC-S--SECURITIZATION AND ASSET SALE ACTIVITIES
ALL OF SCHEDULE RC-S IS TO BE COMPLETED BEGINNING JUNE 30, 2001.
(Column A) (Column B) (Column C) (Column D)
1-4 Family Home Credit Auto
Residential Equity Card Loans
Loans Loans Receivables
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------------------------
BANK SECURITIZATION ACTIVITIES
1. Outstanding principal balance of assets sold and
securitized by the reporting bank with servicing
retained or with recourse or other seller-provided RCFD B705 RCFD B706 RCFD B707 RCFD B708
credit enhancements 324,380,000 5,048,000 0 500,000 1
2. Maximum amount of credit exposure
arising from recourse or other
seller-provided credit enhancements
provided to structures reported in
item 1 in the form of:
a. Retained interest-only strips
(included in Schedules RC-B or RCFD B712 RCFD B713 RCFD B714 RCFD B715
RC-F or in Schedule RC, item 5) 1,461,000 0 0 19,000 2.a
b. Standby letters of credit, sub-
ordinated securities, and other RCFD B719 RCFD B720 RCFD B721 RCFD B722
enhancements 0 0 0 8,000 2.b
3. Reporting bank's unused commitments
to provide liquidity to structures RCFD B726 RCFD B727 RCFD B728 RCFD B729
reported in item 1 0 0 0 0 3
4. Past due loan amounts included in item 1: RCFD B733 RCFD B734 RCFD B735 RCFD B736
a. 30-89 days past due 12,326,000 23,000 0 7,000 4.a
RCFD B740 RCFD B741 RCFD B742 RCFD B743
b. 90 days or more past due 5,190,000 9,000 0 1,000 4.b
5. Charge-offs and recoveries on assets sold
and securitized with servicing retained or with
recourse or other seller-provided credit
enhancements (calendar year-to-date): RIAD B747 RIAD B748 RIAD B749 RIAD B750
a. Charge-offs 0 0 0 3,000 5.a
RIAD B754 RIAD B755 RIAD B756 RIAD B757
b. Recoveries 0 0 0 0 5.b
(Column E) (Column F) (Column G)
Other Commercial All Other
Consumer and Industrial Loans and
Loans Loans All Leases
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------
BANK SECURITIZATION ACTIVITIES
1. Outstanding principal balance of assets sold and
securitized by the reporting bank with servicing
retained or with recourse or other seller-provided RCFD B709 RCFD B710 RCFD B711
credit enhancements 0 5,681,000 0 1
2. Maximum amount of credit exposure
arising from recourse or other
seller-provided credit enhancements
provided to structures reported in
item 1 in the form of:
a. Retained interest-only strips
(included in Schedules RC-B or RCFD B716 RCFD B717 RCFD B718
RC-F or in Schedule RC, item 5) 0 0 0 2.a
b. Standby letters of credit, sub-
ordinated securities, and other RCFD B723 RCFD B724 RCFD B725
enhancements 0 0 0 2.b
3. Reporting bank's unused commitments
to provide liquidity to structures RCFD B730 RCFD B731 RCFD B732
reported in item 1 0 0 0 3
4. Past due loan amounts included in item 1: RCFD B737 RCFD B738 RCFD B739
a. 30-89 days past due 0 0 0 4.a
RCFD B744 RCFD B745 RCFD B746
b. 90 days or more past due 0 0 0 4.b
5. Charge-offs and recoveries on assets sold
and securitized with servicing retained or with
recourse or other seller-provided credit
enhancements (calendar year-to-date): RIAD B751 RIAD B752 RIAD B753
a. Charge-offs 0 0 0 5.a
RIAD B758 RIAD B759 RIAD B760
b. Recoveries 0 0 0 5.b
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-26
FDIC Certificate Number - 03511 36
SCHEDULE RC-S--CONTINUED
(Column A) (Column B) (Column C) (Column D)
1-4 Family Home Credit Auto
Residential Equity Card Loans
Loans Loans Receivables
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------------------------
6. Amount of ownership (or seller's)
interest carried as: RCFD B761 RCFD B762
a. Securities (included in RC-B or RC, item 5) 0 0 6.a
RCFD B500 RCFD B501
b. Loans (included in Schedule RC-C) 0 0 6.b
7. Past due loan amounts included in
interests reported in item 6.a: RCFD B764 RCFD B765
a. 30-89 days past due 0 0 7.a
RCFD B767 RCFD B768
b. 90 days or more past due 0 0 7.b
8. Charge-offs and recoveries on loan
amounts included in interests reported
in item 6.a (calendar year-to-date): RIAD B770 RIAD B771
a. Charge-offs 0 0 8.a
RIAD B773 RIAD B774
b. Recoveries 0 0 8.b
FOR SECURITIZATION FACILITIES SPONSORED
BY OR OTHERWISE ESTABLISHED BY OTHER
INSTITUTIONS
9. Maximum amount of credit exposure
arising from credit enhancements
provided by the reporting bank to other
institutions' securitization structures in
the form of standby letters of credit,
purchased subordinated securities, RCFD B776 RCFD B777 RCFD B778 RCFD B779
and other enhancements 0 0 0 0 9
10. Reporting bank's unused commitments
to provide liquidity to other institutions' RCFD B783 RCFD B784 RCFD B785 RCFD B786
securitization structures 0 0 0 0 10
(Column E) (Column F) (Column G)
Other Commercial All Other
Consumer and Industrial Loans and
Loans Loans All Leases
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------
6. Amount of ownership (or seller's)
interest carried as: RCFD B763
a. Securities (included in RC-B or RC, item 5) 0 6.a
RCFD B502
b. Loans (included in Schedule RC-C) 0 6.b
7. Past due loan amounts included in
interests reported in item 6.a: RCFD B766
a. 30-89 days past due 0 7.a
RCFD B769
b. 90 days or more past due 0 7.b
8. Charge-offs and recoveries on loan
amounts included in interests reported
in item 6.a (calendar year-to-date): RIAD B772
a. Charge-offs 0 8.a
RIAD B775
b. Recoveries 0 8.b
FOR SECURITIZATION FACILITIES SPONSORED
BY OR OTHERWISE ESTABLISHED BY OTHER
INSTITUTIONS
9. Maximum amount of credit exposure
arising from credit enhancements
provided by the reporting bank to other
institutions' securitization structures in
the form of standby letters of credit,
purchased subordinated securities, RCFD B780 RCFD B781 RCFD B782
and other enhancements 0 0 0 9
10. Reporting bank's unused commitments
to provide liquidity to other institutions' RCFD B787 RCFD B788 RCFD B789
securitization structures 0 0 0 10
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-27
FDIC Certificate Number - 03511 37
SCHEDULE RC-S--CONTINUED
(Column A) (Column B) (Column C) (Column D)
1-4 Family Home Credit Auto
Residential Equity Card Loans
Loans Loans Receivables
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------------------------
BANK ASSET SALES
11. Assets sold with recourse or other seller-
provided credit enhancements and not RCFD B790 RCFD B791 RCFD B792 RCFD B793
securitized by the reporting bank 0 0 0 0 11
12. Maximum amount of credit exposure
arising from recourse or other seller-
provided credit enhancements provided RCFD B797 RCFD B798 RCFD B799 RCFD B800
to assets reported in item 11 0 0 0 0 12
(Column E) (Column F) (Column G)
Other Commercial All Other
Consumer and Industrial Loans and
Loans Loans All Leases
Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------
BANK ASSET SALES
11. Assets sold with recourse or other seller-
provided credit enhancements and not RCFD B794 RCFD B795 RCFD B796
securitized by the reporting bank 0 22,000 0 11
12. Maximum amount of credit exposure
arising from recourse or other seller-
provided credit enhancements provided RCFD B801 RCFD B802 RCFD B803
to assets reported in item 11 0 14,000 0 12
MEMORANDUM ITEMS 1, 2, AND 3 ARE TO BE COMPLETED BEGINNING JUNE 30, 2001.
Memoranda
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- --------------------------------------------------------------------------------------------------------------------------
1. Small Business obligations transferred with recourse under Section 208 of
the Riegle Community Development and Regulatory Improvement Act of 1994:
a. Outstanding principal balance A249 0 M.1.a
b. Amount of retained recourse on these obligations as of the report date A250 0 M.1.b
2. Outstanding principal balance of assets serviced for others:
a. 1-4 family residential mortgages serviced with recourse or other servicer-
provided credit enhancements B804 627,000 M.2.a
b. 1-4 family residential mortgages serviced with no recourse or other
servicer-provided credit enhancements B805 487,199,000 M.2.b
c. Other financial assets (1) A591 32,821,000 M.2.c
3. Asset-backed commercial paper conduits:
a. Maximum amount of credit exposure arising from credit enhancements provided
to conduit structures in the form of standby letters of credit,
subordinated securities, and other enhancements:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B806 0 M.3.a.1
(2) Conduits sponsored by other unrelated institutions B807 0 M.3.a.2
b. Unused commitments to provide liquidity to conduit structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B808 0 M.3.b.1
(2) Conduits sponsored by other unrelated institutions B809 0 M.3.b.2
(1) Memorandum item 2.c is to be completed beginning June 30, 2001, if the
principal balance of other financial assets serviced for others is more
than $10 million.
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-28
FDIC Certificate Number - 03511 38
SCHEDULE RC-T--FIDUCIARY AND RELATED SERVICES
SCHEDULE RC-T IS TO BE COMPLETED BEGINNING DECEMBER 31, 2001.
ITEMS 12 THROUGH 23 AND MEMORANDUM ITEM 4 WILL NOT BE MADE AVAILABLE TO THE
PUBLIC ON AN INDIVIDUAL INSTITUTION BASIS.
RCFD YES / NO
1. Does the bank have fiduciary powers? (If "NO", do not complete Schedule RC-T) A345 YES 1
RCFD YES / NO
2. Does the bank exercise the fiduciary powers it has been granted? A346 YES 2
3. Does the bank have any fiduciary or related activity (in the form of assets RCFD YES / NO
or accounts) to report in this schedule? (If "NO", do not complete the rest B867 YES 3
of Schedule RC-T)
If the answer to item 3 is "YES", complete the applicable items of Schedule
RC-T, as follows:
Institutions with total fiduciary assets (item 9, sum of columns A and B)
greater than $250 million (as of the preceding December 31) or with gross
fiduciary and related services income greater than 10% of revenue (net
interest income plus noninterest income) for the preceeding calendar year
must complete:
- Items 4 through 19.a quarterly
- Items 20 through 23 annually with the December report, and
- Memorandum items 1 through 4 annually with the December report
Institutions with total fiduciary assets (item 9, sum of columns A and B)
greater than $100 million but less than or equal to $250 million (as of the
preceding December 31) that do not meet the fiduciary income test for
quarterly reporting must complete:
- Items 4 through 23 annually with the December report, and
- Memorandum items 1 through 4 annually with the December report.
Institutions with total fiduciary assets (item 9, sum of columns A and B) of
$100 million or less (as of the preceding December 31) that do not meet the
fiduciary income test for quarterly reporting must complete:
- Items 4 through 11 annually with the December report, and
- Memorandum items 1 through 3 annually with the December report.
(Column A) (Column B) (Column C) (Column D)
Managed Non-Managed Number of Number of
Assets Assets Managed Non-Managed
Accounts Accounts
Tril | Bil Tril | Bil
Dollar Amounts in Thousands | Mil | Thou | Mil | Thou
- ------------------------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED ASSETS RCFD B868 RCFD B869 RCFD B870 RCFD B871
4. Personal trust and agency accounts 19,422,000 1,884,000 19,956 1,035 4
5. Retirement related trust and agency accounts: RCFD B872 RCFD B873 RCFD B874 RCFD B875
a. Employee benefit-defined contribution 328,000 14,993,000 232 2,126 5.a
RCFD B876 RCFD B877 RCFD B878 RCFD B879
b. Employee benefit-defined benefit 887,000 6,643,000 71 463 5.b
RCFD B880 RCFD B881 RCFD B882 RCFD B883
c. Other retirement accounts 1,608,000 4,396,000 1,704 3,095 5.c
RCFD B884 RCFD B885 RCFD C001 RCFD C002
6. Corporate trust and agency accounts 0 1,946,000 0 958 6
RCFD B886 RCFD B888
7. Inventment management agency accounts 22,157,000 5,962 7
RCFD B890 RCFD B891 RCFD B892 RCFD B893
8. Other fiduciary accounts 1,445,000 918,000 359 250 8
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-29
FDIC Certificate Number - 03511 39
SCHEDULE RC-T--CONTINUED
(Column A) (Column B) (Column C) (Column D)
Managed Non-Managed Number of Number of
Assets Assets Managed Non-Managed
Accounts Accounts
Dollar Amounts in Thousands Tril | Bil | Mil | Thou Tril | Bil | Mil | Thou
- ------------------------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED
ASSETS--Continued
9. Total fiduciary accounts RCFD B894 RCFD B895 RCFD B896 RCFD B897
(sum of items 4 through 8) 45,847,000 30,780,000 28,284 7,927 9
RCFD B898 RCFD B899
10. Custody and safekeeping accounts 100,163,000 2,862 10
11. Fiduciary accounts held in foreign RCFN B900 RCFN B901 RCFN B902 RCFN B903
offices (included in items 9 and 10) 0 0 0 0 11
Dollar Amounts in Thousands RIAD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED SERVICES INCOME
12. Personal trust and agency accounts B904 242,000 12
13. Retirement related trust and agency accounts:
a. Employee benefit--defined contribution B905 5,000 13.a
b. Employee benefit--defined benefit B906 2,000 13.b
c. Other retirement accounts B907 2,000 13.c
14. Corporate trust and agency accounts A479 3,000 14
15. Investment management agency accounts B908 14,000 15
16. Other fiduciary accounts A480 1,000 16
17. Custody and safekeeping accounts B909 11,000 17
18. Other fiduciary and related services income B910 0 18
19. Total gross fiduciary and related services income (sum of items 12 through 18)
(must equal Schedule RI, item 5.a) 4070 280,000 19
a. Fiduciary and related services income-foreign offices (included in item 19) B912 0 19.a
20. Less: Expenses C058 211,000 20
21. Less: Net losses from fiduciary and related services A488 2,000 21
22. Plus: Intracompany income credits for fiduciary and related services B911 0 22
23. Net fiduciary and related services income A491 67,000 23
Managed
Memoranda Assets
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Managed personal trust and agency accounts:
a. Non interest-bearing deposits B913 (3,000) M.1.a
b. Interest-bearing deposits B914 8,000 M.1.b
c. U.S. Treasury and U.S. Government agency obligations B915 489,000 M.1.c
d. State, county and municipal obligations B916 1,422,000 M.1.d
e. Money market mutual funds B917 0 M.1.e
f. Other short-term obligations B918 21,000 M.1.f
g. Other notes and bonds B919 209,000 M.1.g
h. Common and preferred stocks B920 15,988,000 M.1.h
i. Real estate mortgages B921 33,000 M.1.i
j. Real estate B922 1,151,000 M.1.j
k. Miscellaneous assets B923 104,000 M.1.k
l. Total assets of managed personal trust and agency accounts (sum of Memorandum
items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A) B868 19,422,000 M.1.l
WELLS FARGO BANK NATIONAL ASSOCIATION FFIEC 031
Legal Title of Bank RC-30
FDIC Certificate Number - 03511 40
SCHEDULE RC-T--CONTINUED
Memoranda--Continued (Column A) (Column B)
Number of Principal Amount
Issues Outstanding
Dollar Amounts in Thousands RCFD RCFD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
2. Corporate trust and agency accounts:
a. Corporate and municipal trusteeships B927 2,015 B928 11,019,000 M.2.a
b. Transfer agent, registrar, paying agent, and other corporate agency B929 269 M.2.b
(Column A) (Column B)
Number of Market Value of
Funds Fund Assets
Dollar Amounts in Thousands RCFD RCFD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
3. Collective investment funds and common trust funds:
a. Domestic equity B931 7 B932 1,486,000 M.3.a
b. International/Global equity B933 1 B934 184,000 M.3.b
c. Stock/Bond blend B935 3 B936 419,000 M.3.c
d. Taxable bond B937 4 B938 1,756,000 M.3.d
e. Municipal bond B939 7 B940 1,687,000 M.3.e
f. Short term investments/Money market B941 0 B942 0 M.3.f
g. Specialty/Other B943 0 B944 0 M.3.g
h. Total collective investment funds
(sum of Memorandum items 3.a through 3.g) B945 22 B946 5,532,000 M.3.h
(Column A) (Column B) (Column C)
Gross Losses Gross Losses Recoveries
Managed Non-Managed
Accounts Accounts
Dollar Amounts in Thousands RIAD Mil | Thou RIAD Mil | Thou RIAD Mil | Thou
- -----------------------------------------------------------------------------------------------------------------------------
4. Fiduciary settlements, surcharges and other losses:
a. Personal trust and agency accounts B947 1,000 B948 1,000 B949 0 M.4.a
b. Retirement related trust and agency accounts B950 0 B951 0 B952 0 M.4.b
c. Investment management agency accounts B953 0 B954 0 B955 0 M.4.c
d. Other fiduciary accounts and related services B956 0 B957 0 B958 0 M.4.d
e. Total fiduciary settlements, surcharges, and
other losses (sum of Memorandum items 4.a through
4.d) (sum of columns A and B minus column C must
equal Schedule RC-T, item 21) B959 1,000 B960 1,000 B961 0 M.4.e
Person to whom questions about Schedule RC-T--Fiduciary and Related Services
should be directed:
Karen B. Martin, Vice President
- --------------------------------------------------------------------------------
Name and Title (TEXT B962)
karen.b.martin@wellsfargo.com
- --------------------------------------------------------------------------------
E-mail Address (TEXT B926)
612-667-3975 612-667-3659
- ----------------------------------------------- ---------------------------
Telephone: Area code/phone number/extension FAX: Area code/phone number
(TEXT B963) (TEXT B964)
OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS FFIEC 031
REPORTED IN THE REPORTS OF CONDITION AND INCOME RC-31
at close of business on December 31, 2001
41
Wells Fargo Bank National Association San Francisco CA
LEGAL TITLE OF BANK CITY STATE
The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it a statement, under signature, appropriate to the amended
data.
The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of the
statements exceeding 750-character limit described above.) THE STATEMENT WILL
NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR
RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL
SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION
CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE
OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.
X = NO COMMENT Y = COMMENT 6979 X
----------------------------------------
BANK MANAGEMENT STATEMENT (please type or print clearly):
TEXT ( 70 CHARACTERS PER LINE )
6980
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
SIGNATURE OF EXECUTIVE OFFICER OF BANK DATE OF SIGNATURE
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
Transmitted to EDS as 0170644 on 01/30/02 at 15:13:55 CST
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF BANK
WELLS FARGO BANK NATIONAL ASSOCIATION
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
- --------------------------------------------------------------------------------
----
42
----
OMB No. FOR OCC: 1557-0081
OMB No. For FDIC: 3064-0052
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 3/31/2004
SPECIAL REPORT
(Dollar Amounts in Thousands)
- --------------------------------------------------------------------------------
CLOSE OF BUSINESS DATE FDIC Certificate Number
- --------------------------------------------------------------------------------
12/31/2001 3511
- --------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (COMPLETE AS OF EACH CALL REPORT DATE)
- --------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but
does not constitute a part of the Report of Condition. With each Report of
Condition, these Laws require all banks to furnish a report of all loans or
other extensions of credit to their executive officers made since the date of
the previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of
credit were made during this period, insert "none" against subitem (a).
(Excluded the first $15,000 of indebtedness of each executive officer under
bank credit card plan.)
SEE SECTIONS 215.2 AND 215.3 OF TITLE 12 OF THE CODE OF FEDERAL REGULATIONS
(FEDERAL RESERVE BOARD REGULATION O) FOR THE DEFINITIONS OF "EXECUTIVE OFFICER"
AND "EXTENSION OF CREDIT," RESPECTIVELY. EXCLUDE LOANS AND OTHER EXTENSIONS OF
CREDIT TO DIRECTORS AND PRINCIPAL SHAREHOLDERS WHO ARE NOT EXECUTIVE OFFICERS.
- --------------------------------------------------------------------------------
RCFD
a. Number of loans made to executive officers since the previous Call Report Date .......... 3561 0 a
b. Total dollar amount of loans (in thousands of dollars)................................... 3562 0 b
c. Range of interest charged on above loans FROM TO
(example: 9-3/4 = 9.75)........................................................7701 0.00% 7702 0.00% c
- --------------------------------------------------------------------------------
/s/ Karen B. Martin, Vice President 1/30/02
- --------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
- --------------------------------------------------------------------------------
FDIC 8040/53 (3-01)