Wells Fargo & Company Wells Fargo Bank, N.A. Resolution ...

Wells Fargo & Company Wells Fargo Bank, N.A. Resolution Plan Public Summary

July 1, 2014

Table of Contents

Introduction ............................................................................................................................................................1 Summary of Resolution Plan..................................................................................................................................3 A. The Names of Material Entities ...................................................................................................................3 B. Description of Core Business Lines .............................................................................................................5 C. Summary Financial Information Regarding Assets, Liabilities, Capital, and Major Funding Sources........8 D. Description of Derivative and Hedging Activities .....................................................................................13 E. Memberships in Material Payment, Clearing, and Settlement Systems .....................................................15 F. Description of Foreign Operations .............................................................................................................18 G. Material Supervisory Authorities ...............................................................................................................19 H. Principal Officers .......................................................................................................................................20 I. Resolution Planning Corporate Governance Structure and Processes .......................................................21 J. Description of Material Management Information Systems ......................................................................22 K. High-level Description of Resolution Strategies........................................................................................24 Conclusion ............................................................................................................................................................ 25

Wells Fargo

Introduction

To promote financial stability, Section 165(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and the related rule (the "Title I Rule") require each bank holding company with consolidated assets in excess of $50B to periodically submit to the Board of Governors of the Federal Reserve System (the "FRB") and the Federal Deposit Insurance Corporation (the "FDIC") a plan for that company's rapid and orderly resolution in the event of material financial distress or failure.1 Wells Fargo & Company (the "Parent") is a bank holding company registered with the FRB with consolidated assets in excess of $50B. Therefore, the Parent is required to submit a resolution plan under the Dodd-Frank Act and the Title I Rule.

In addition, to ensure that depositors receive prompt access to their insured deposits in the event of an insured depository institution's (each, an "IDI") failure and to enable the FDIC to perform its resolution functions most efficiently, the FDIC has adopted a separate rule (the "IDI Rule", and together with the Title I Rule, the "Rules") requiring each IDI with $50B or more in total assets to periodically submit a resolution plan to the FDIC. Wells Fargo Bank, National Association ("WFBNA"), an IDI with more than $50B in total assets, is therefore required to submit a resolution plan under the IDI Rule.2

In light of WFBNA's importance to the Parent, and to ensure a coordinated approach to resolution planning for the Parent and its consolidated subsidiaries (collectively, the "Company"), the Parent and WFBNA are submitting one joint resolution plan (the "Resolution Plan") to satisfy both of the Rules.

The Resolution Plan is the Company's second annual submission under the Rules. Its initial Resolution Plan was submitted on July 1, 2013. The Public Summary for the Company's initial Resolution Plan can be accessed on the FDIC () and the FRB () websites.

In the unlikely event of material financial distress or failure, the Resolution Plan provides for the resolution of the Company and its material entities (defined below), in a rapid and orderly way, without posing systemic risk to the larger financial system and without the need for any government or taxpayer support. The Resolution Plan is a roadmap to facilitate the orderly resolution of the Company upon the failure of its material entities under applicable insolvency regimes. These include receivership under the Federal Deposit Insurance Act (the "FDIA"), reorganization or liquidation under the United States Bankruptcy Code (the "Bankruptcy Code"), and liquidation under the Securities Investor Protection Act of 1970 ("SIPA") under the authority of a trustee appointed by the Securities Investor Protection Corporation ("SIPC").

1 Under the Title I Rule, each "covered company," including non-bank financial companies supervised by the FRB, U.S. bank holding companies and certain foreign banks and bank holding companies, with assets exceeding the $50B threshold is required to submit a resolution plan.

2 WFBNA is a covered insured depository institution (CIDI) under the IDI Rule. A CIDI is an IDI with $50B or more in total assets.

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Introduction

In conformance with the Rules and guidance provided by the FRB and the FDIC, the Resolution Plan assumes a material financial event that affects the Company under economic conditions consistent with the baseline, adverse and severely adverse scenarios published by the FRB on November 1, 2013.

Unless otherwise indicated, information in this Public Summary is provided as of December 31, 2013.

The Company

The Company is a nationwide, diversified, community-based financial services company with $1.53T in assets. Founded in 1852 and headquartered in San Francisco, the Company provides banking, insurance, investments, mortgage, and consumer and commercial finance to its customers. With more than 264,000 active, full-time equivalent team members, the Company serves one in three households in the United States. The Company was ranked No. 25 on Fortune's 2013 rankings of America's largest corporations. The Company's vision is to satisfy all its customers' financial needs and help them succeed financially. The Company's primary strategy to achieve this vision is to increase the number of products its customers utilize and to offer them all of the financial products that fulfill their needs. The Company's cross-sell strategy, diversified business model and the breadth of its geographic reach facilitate growth in both strong and weak economic cycles. The Company's primary subsidiary is WFBNA, a national bank with total assets of $1.37T. WFBNA operates its banking businesses through more than 6,200 traditional stores (branches), approximately 1,600 mortgage and wholesale banking stores, and more than 12,500 ATMs located in all 50 states and the District of Columbia.

Forward-Looking Statements

This document may contain forward-looking statements, which are subject to significant risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and the Company does not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from the Company's expectations, refer to the Company's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), including the discussion under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC and available on its website at .

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Summary of Resolution Plan

A. The Names of Material Entities

For purposes of resolution planning, the Company has identified seven "material entities" under the Title I Rule. A material entity under the Title I Rule is any subsidiary that is significant to the activities of a critical operation3 or core business line (as defined below) of a covered company. The Company has also identified four material entities under the IDI Rule. A material entity under the IDI Rule is a company that is significant to the activities of a critical service4 or core business line (as defined below) of a CIDI. The Resolution Plan addresses strategies that could be useful in ensuring the orderly resolution of each material entity in the event of material financial distress or failure. The material entities are:

? Wells Fargo & Company is the ultimate parent in the Company's organizational structure. Its shares are publicly traded on the New York Stock Exchange (the "NYSE"). The Parent is a financial holding company and a bank holding company under the Bank Holding Company Act (the "BHCA"). It is the "covered company" under the Title I Rule and a material entity under the IDI Rule;

? WFBNA is a national banking association. It represents nearly 90% of the Company's consolidated assets and contributes the majority of the Company's consolidated revenues and net earnings. WFBNA is involved with all of the Company's critical operations, either directly or through one or more of its subsidiaries, and the majority of the Company's core business lines. WFBNA is a material entity under the Title I Rule and is the CIDI under the IDI Rule;

? Wells Fargo Securities, LLC ("WFS LLC") is registered with the SEC as a broker-dealer. WFS LLC provides securities, investment banking and capital markets products and services to mid-market, large and Fortune 500 companies and investment products to institutional investors. WFS LLC is a material entity only under the Title I Rule;

? Wells Fargo Advisors, LLC ("WFA LLC") is registered with the SEC as both a broker-dealer and an investment advisor. WFA LLC provides a full range of investing services and products, primarily to retail customers and small businesses in all 50 states and the District of Columbia. WFA LLC is a material entity under both the Title I Rule and the IDI Rule;

? First Clearing, LLC ("FC LLC"), a wholly-owned subsidiary of WFA LLC, provides securitiesexecution and brokerage-clearance services to WFA LLC and other affiliated and unaffiliated retail broker-dealers throughout the United States. FC LLC is registered as a broker-dealer with the SEC. FC LLC is a material entity under both the Title I Rule and the IDI Rule;

3 Under the Title I Rule, "critical operations" are those operations, including associated services, functions and support, the failure or discontinuance of which, in the view of the covered company or as jointly directed by the FRB and the FDIC, would pose a threat to the financial stability of the United States.

4 Under the IDI Rule, "critical services" means services and operations of the CIDI, such as servicing, information technology support and operations, human resources and personnel, that are necessary to continue the day-to-day operations of the CIDI.

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