The Quarterly
WFC Q1 2018 10-Q

Wells Fargo & Company (WFC) SEC Quarterly Report (10-Q) for Q2 2018

WFC Q1 2018 10-Q



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

Commission file number 001-2979

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

No. 41-0449260

(State of incorporation)

(I.R.S. Employer Identification No.)

420 Montgomery Street, San Francisco, California 94163

(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  1-866-249-3302 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑

No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑

No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     ☑

Accelerated filer  o

Non-accelerated filer     o (Do not check if a smaller reporting company)

Smaller reporting company  o

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Shares Outstanding

July 25, 2018

Common stock, $1-2/3 par value

4,816,137,157




FORM 10-Q

CROSS-REFERENCE INDEX

PART I

Financial Information

Item 1.

Financial Statements

Page

Consolidated Statement of Income

65

Consolidated Statement of Comprehensive Income

66

Consolidated Balance Sheet

67

Consolidated Statement of Changes in Equity

68

Consolidated Statement of Cash Flows

70

Notes to Financial Statements

1


-

Summary of Significant Accounting Policies  

71

2


-

Business Combinations

74

3


-

Cash, Loan and Dividend Restrictions

75

4


-

Trading Activities

76

5


-

Available-for-Sale and Held-to-Maturity Debt Securities

78

6


-

Loans and Allowance for Credit Losses

85

7


-

Equity Securities

102

8


-

Other Assets

104

9


-

Securitizations and Variable Interest Entities

105

10


-

Mortgage Banking Activities

113

11


-

Intangible Assets

116

12


-

Guarantees, Pledged Assets and Collateral, and Other Commitments

118

13


-

Legal Actions

122

14


-

Derivatives

126

15


-

Fair Values of Assets and Liabilities

136

16


-

Preferred Stock

157

17


-

Revenue from Contracts with Customers

160

18


-

Employee Benefits

164

19


-

Earnings Per Common Share

165

20


-

Other Comprehensive Income

166

21


-

Operating Segments

168

22


-

Regulatory and Agency Capital Requirements

169

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)

Summary Financial Data  

2

Overview

3

Earnings Performance

7

Balance Sheet Analysis

21

Off-Balance Sheet Arrangements  

24

Risk Management

25

Capital Management

51

Regulatory Matters

58

Critical Accounting Policies  

60

Current Accounting Developments

61

Forward-Looking Statements  

62

Risk Factors 

63

Glossary of Acronyms

170

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

Item 4.

Controls and Procedures

64

PART II

Other Information

Item 1.

Legal Proceedings

171

Item 1A.

Risk Factors

171

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

171

Item 6.

Exhibits

172

Signature

173


1



PART I - FINANCIAL INFORMATION


FINANCIAL REVIEW

Summary Financial Data

% Change

Quarter ended

Jun 30, 2018 from

Six months ended


($ in millions, except per share amounts)

Jun 30,
2018


Mar 31,
2018


Jun 30,
2017


Mar 31,
2018


Jun 30,
2017


Jun 30,
2018



Jun 30,
2017


%

Change


For the Period

Wells Fargo net income

$

5,186


5,136


5,856


1

 %

(11

)

$

10,322


11,490


(10

)%

Wells Fargo net income applicable to common stock

4,792


4,733


5,450


1


(12

)

9,525


10,683


(11

)

Diluted earnings per common share

0.98


0.96


1.08


2


(9

)

1.94


2.11


(8

)

Profitability ratios (annualized):

Wells Fargo net income to average assets (ROA)

1.10

%

1.09


1.22


1


(10

)

1.10

%

1.20


(8

)

Wells Fargo net income applicable to common stock to average Wells Fargo common stockholders' equity (ROE)

10.60


10.58


12.06


-


(12

)

10.59


12.01


(12

)

Return on average tangible common equity (ROTCE) (1)

12.62


12.62


14.41


-


(12

)

12.62


14.38


(12

)

Efficiency ratio (2)

64.9


68.6


60.9


(5

)

7


66.7


61.4


9


Total revenue

$

21,553


21,934


22,235


(2

)

(3

)

$

43,487


44,490


(2

)

Pre-tax pre-provision profit (PTPP) (3)

7,571


6,892


8,694


10


(13

)

14,463


17,157


(16

)

Dividends declared per common share

0.39


0.39


0.38


-


3


0.780


0.760


3


Average common shares outstanding

4,865.8


4,885.7


4,989.9


-


(2

)

4,875.7


4,999.2


(2

)

Diluted average common shares outstanding

4,899.8


4,930.7


5,037.7


(1

)

(3

)

4,916.1


5,054.8


(3

)

Average loans

$

944,079


951,024


956,879


(1

)

(1

)

$

947,532


960,243


(1

)

Average assets

1,884,884


1,915,896


1,927,021


(2

)

(2

)

1,900,304


1,929,020


(1

)

Average total deposits

1,271,339


1,297,178


1,301,195


(2

)

(2

)

1,284,187


1,300,198


(1

)

Average consumer and small business banking deposits (4)

754,047


755,483


760,149


-


(1

)

754,898


759,455


(1

)

Net interest margin

2.93

%

2.84


2.90


3


1


2.89

%

2.89


-


At Period End

Debt securities (5)

$

475,495


472,968


462,890


1


3


$

475,495


462,890


3


Loans

944,265


947,308


957,423


-


(1

)

944,265


957,423


(1

)

Allowance for loan losses

10,193


10,373


11,073


(2

)

(8

)

10,193


11,073


(8

)

Goodwill

26,429


26,445


26,573


-


(1

)

26,429


26,573


(1

)

Equity securities (5)

57,505


58,935


55,742


(2

)

3


57,505


55,742


3


Assets

1,879,700


1,915,388


1,930,792


(2

)

(3

)

1,879,700


1,930,792


(3

)

Deposits

1,268,864


1,303,689


1,305,830


(3

)

(3

)

1,268,864


1,305,830


(3

)

Common stockholders' equity

181,386


181,150


181,233


-


-


181,386


181,233


-


Wells Fargo stockholders' equity

205,188


204,952


205,034


-


-


205,188


205,034


-


Total equity

206,069


205,910


205,949


-


-


206,069


205,949


-


Tangible common equity (1)

152,580


151,878


151,868


-


-


152,580


151,868


-


Capital ratios (6):

Total equity to assets

10.96

%

10.75


10.67


2


3


10.96

%

10.67


3


Risk-based capital:





Common Equity Tier 1

11.98


11.92


11.87


1


1


11.98


11.87


1


Tier 1 capital

13.83


13.76


13.68


1


1


13.83


13.68


1


Total capital

16.98


16.92


16.91


-


-


16.98


16.91


-


Tier 1 leverage

9.51


9.32


9.28


2


2


9.51


9.28


2


Common shares outstanding

4,849.1


4,873.9


4,966.8


(1

)

(2

)

4,849.1


4,966.8


(2

)

Book value per common share (7)

$

37.41


37.17


36.49


1


3


$

37.41


36.49


3


Tangible book value per common share (1)(7)

31.47


31.16


30.58


1


3


31.47


30.58

3


Common stock price:

High

57.12


66.31


56.60


(14

)

1


66.31


59.99


11


Low

50.26


50.70


50.84


(1

)

(1

)

50.26


50.84


(1

)

Period end

55.44


52.41


55.41


6


-


55.44


55.41


-


Team members (active, full-time equivalent)

264,500


265,700


270,600


-


(2

)

264,500


270,600


(2

)

(1)

Tangible common equity is a non-GAAP financial measure and represents total equity less preferred equity, noncontrolling interests, and goodwill and certain identifiable intangible assets (including goodwill and intangible assets associated with certain of our nonmarketable equity securities, but excluding mortgage servicing rights), net of applicable deferred taxes. The methodology of determining tangible common equity may differ among companies. Management believes that return on average tangible common equity and tangible book value per common share, which utilize tangible common equity, are useful financial measures because they enable investors and others to assess the Company's use of equity. For additional information, including a corresponding reconciliation to GAAP financial measures, see the "Capital Management – Tangible Common Equity" section in this Report.

(2)

The efficiency ratio is noninterest expense divided by total revenue (net interest income and noninterest income).

(3)

Pre-tax pre-provision profit (PTPP) is total revenue less noninterest expense. Management believes that PTPP is a useful financial measure because it enables investors and others to assess the Company's ability to generate capital to cover credit losses through a credit cycle.

(4)

Consumer and small business banking deposits are total deposits excluding mortgage escrow and wholesale deposits.

(5)

Financial information for the prior periods of 2017 has been revised to reflect the impact of the adoption in first quarter 2018 of Accounting Standards Update (ASU) 2016-01 Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends the presentation and accounting for certain financial instruments, including equity securities. See Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report for more information.

(6)

The risk-based capital ratios were calculated under the lower of Standardized or Advanced Approach determined pursuant to Basel III. Beginning January 1, 2018, the requirements for calculating common equity tier 1 and tier 1 capital, along with risk-weighted assets, became fully phased-in; however, the requirements for calculating tier 2 and total capital are still in accordance with Transition Requirements. See the "Capital Management" section and Note 22 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information.

(7)

Book value per common share is common stockholders' equity divided by common shares outstanding. Tangible book value per common share is tangible common equity divided by common shares outstanding.


2

Overview (continued)


This Quarterly Report, including the Financial Review and the Financial Statements and related Notes, contains forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not unduly rely on forward-looking statements. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in this Report, including in the "Forward-Looking Statements" section, and the "Risk Factors" and "Regulation and Supervision" sections of our Annual Report on Form 10-K for the year ended December 31, 2017 ( 2017 Form 10-K).

When we refer to "Wells Fargo," "the Company," "we," "our," or "us" in this Report, we mean Wells Fargo & Company and Subsidiaries (consolidated). When we refer to the "Parent," we mean Wells Fargo & Company. See the Glossary of Acronyms for definitions of terms used throughout this Report.

Financial Review

1


Overview

Wells Fargo & Company is a diversified, community-based financial services company with $1.88 trillion in assets. Founded in 1852 and headquartered in San Francisco, we provide banking, investment, and mortgage products and services, as well as consumer and commercial finance, through 8,050 locations, 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 38 countries and territories to support customers who conduct business in the global economy. With approximately 265,000 active, full-time equivalent team members, we serve one in three households in the United States and ranked No. 26 on Fortune's  2018 rankings of America's largest corporations. We ranked fourth in assets and third in the market value of our common stock among all U.S. banks at June 30, 2018 .

We use our Vision, Values and Goals to guide us toward growth and success. Our vision is to satisfy our customers' financial needs and help them succeed financially. We aspire to create deep and enduring relationships with our customers by providing them with an exceptional experience and by understanding their needs and delivering the most relevant products, services, advice, and guidance.

We have five primary values, which are based on our vision and guide the actions we take. First, we place customers at the center of everything we do. We want to exceed customer expectations and build relationships that last a lifetime. Second, we value and support our people as a competitive advantage and strive to attract, develop, motivate, and retain the best team members. Third, we strive for the highest ethical standards of integrity, transparency, and principled performance. Fourth, we value and promote diversity and inclusion in all aspects of business and at all levels. Fifth, we look to each of our team members to be a leader in establishing, sharing, and communicating our vision for our customers, communities, team members, and shareholders. In addition to our five primary values, one of our key day-to-day priorities is to make risk management a competitive advantage by working hard to ensure that appropriate controls are in place to reduce risks to our customers, maintain and increase our competitive market position, and protect Wells Fargo's long-term safety, soundness, and reputation.



1

Financial information for the prior periods of 2017 has been revised to reflect our adoption in first quarter 2018 of Accounting Standards Update (ASU) 2016-01 Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report for more information.

In keeping with our primary values and risk management priorities, we have six long-term goals for the Company, which entail becoming the financial services leader in the following areas:

Customer service and advice – provide exceptional service and guidance to our customers to help them succeed financially.

Team member engagement – be a company where people feel included, valued, and supported; everyone is respected; and we work as a team.

Innovation – create lasting value for our customers and increased efficiency for our operations through innovative thinking, industry-leading technology, and a willingness to test and learn.

Risk management – set the global standard in managing all forms of risk.

Corporate citizenship – make a positive contribution to communities through philanthropy, advancing diversity and inclusion, creating economic opportunity, and promoting environmental sustainability.

Shareholder value – deliver long-term value for shareholders.


Federal Reserve Board Consent Order Regarding Governance Oversight and Compliance and Operational Risk Management

On February 2, 2018, the Company entered into a consent order with the Board of Governors of the Federal Reserve System (FRB). As required by the consent order, the Board submitted to the FRB a plan to further enhance the Board's governance and oversight of the Company, and the Company submitted to the FRB a plan to further improve the Company's compliance and operational risk management program. The consent order also requires the Company, following the FRB's acceptance and approval of the plans and the Company's adoption and implementation of the plans, to complete third-party reviews of the enhancements and improvements provided for in the plans. Until these third-party reviews are complete and the plans are approved and implemented to the satisfaction of the FRB, the Company's total consolidated assets will be limited to the level as of December 31, 2017. Compliance with this asset cap will be measured on a two-quarter daily average basis to allow for management of temporary fluctuations. The Company has had constructive dialogue with, and has received detailed feedback from, the FRB regarding the plans. In order to have enough time to incorporate this feedback into the plans in a thoughtful manner and to complete the required third-party reviews, which were initially due September 30, 2018, the Company is planning to operate under the asset cap through the first part of 2019. A second third-party review must also be conducted to assess the efficacy and sustainability of the improvements. During second quarter 2018, our average assets were below our level of total assets as of December 31, 2017.


3


Consent Orders with the Consumer Financial Protection Bureau (CFPB) and Office of the Comptroller of the Currency (OCC) Regarding Compliance Risk Management Program, Automobile Collateral Protection Insurance Policies, and Mortgage Interest Rate Lock Extensions

On April 20, 2018 we entered into consent orders with the CFPB and OCC to pay an aggregate of $1 billion in civil money penalties to resolve matters regarding our compliance risk management program and past practices involving certain automobile collateral protection insurance policies and certain mortgage interest rate lock extensions. As required by the consent orders, the Company submitted to the CFPB and OCC an enterprise-wide compliance risk management plan and a plan to enhance the Company's internal audit program with respect to federal consumer financial law and the terms of the consent orders. In addition, as required by the consent orders, the Company submitted for non-objection plans to remediate customers affected by the automobile collateral protection insurance and mortgage interest rate lock matters. The consent orders also require the Company to submit for non-objection, within 120 days of the date of the consent orders, a plan to develop and implement a remediation program that is applicable to remediation activities conducted by the Company.


Retail Sales Practices Matters

As we have previously reported, in September 2016 we announced settlements with the CFPB, the OCC, and the Office of the Los Angeles City Attorney, and entered into consent orders with the CFPB and the OCC, in connection with allegations that some of our retail customers received products and services they did not request. As a result, it remains our top priority to rebuild trust through a comprehensive action plan that includes making things right for our customers, team members, and other stakeholders, and building a better Company for the future.

Our priority of rebuilding trust has included numerous actions focused on identifying potential financial harm and customer remediation. The Board and management are conducting company-wide reviews of sales practices issues. These reviews are ongoing. In August 2017, a third-party consulting firm completed an expanded data-driven review of retail banking accounts opened from January 2009 to September 2016 to identify financial harm stemming from potentially unauthorized accounts. We have provided customer remediation based on the expanded account analysis.

For additional information regarding sales practices matters, including related legal matters, see the "Risk Factors" section in our 2017 Form 10-K and Note 13 (Legal Actions) to Financial Statements in this Report.


Additional Efforts to Rebuild Trust

Our priority of rebuilding trust has also included an effort to identify other areas or instances where customers may have experienced financial harm. We are working with our regulatory agencies in this effort. As part of this effort, we are focused on the following key areas:

Automobile Lending Business The Company is reviewing practices concerning the origination, servicing, and/or collection of consumer automobile loans, including matters related to certain insurance products. For example:

In July 2017, the Company announced a plan to remediate customers who may have been financially harmed due to issues related to automobile collateral protection insurance (CPI) policies purchased through a third-party vendor on their behalf. The practice of

placing CPI had been previously discontinued by the Company. Commencing in August 2017, the Company began sending refund checks and/or letters to affected customers through which they may claim or otherwise receive remediation compensation for policies placed between October 15, 2005, and September 30, 2016. The Company currently estimates that it will provide approximately $212 million in cash remediation under the plan. The amount of remediation may be affected by the requirements of the consent orders entered into with the CFPB and OCC as described above.

The Company has identified certain issues related to the unused portion of guaranteed automobile protection waiver or insurance agreements between the dealer and, by assignment, the lender, which will result in refunds to customers in certain states.

Mortgage Interest Rate Lock Extensions In October 2017, the Company announced plans to reach out to all home lending customers who paid fees for mortgage rate lock extensions requested from September 16, 2013, through February 28, 2017, and to provide refunds, with interest, to customers who believe they should not have paid those fees. The plan to issue refunds follows an internal review that determined a rate lock extension policy implemented in September 2013 was, at times, not consistently applied, resulting in some borrowers being charged fees in cases where the Company was primarily responsible for the delays that made the extensions necessary. Effective March 1, 2017, the Company changed how it manages the mortgage rate lock extension process by establishing a centralized review team that reviews all rate lock extension requests for consistent application of the policy. Although the Company believes a substantial number of the rate lock extension fees during the period in question were appropriately charged under its policy, due to our customer-oriented remediation approach, we have issued, as of July 31, 2018, over $100 million in refunds and interest to substantially all of our customers who paid rate lock extension fees during the period in question.

Add-on Products The Company is reviewing practices related to certain consumer "add-on" products, including identity theft and debt protection products that were subject to an OCC consent order entered into in June 2015, as well as home and automobile warranty products, and memberships in discount programs. The products were sold to customers through a number of distribution channels and, in some cases, were acquired by the Company in connection with the purchase of loans. Sales of certain of these products have been discontinued over the past few years primarily due to decisions made in the normal course of business, and by mid-2017, the Company had ceased selling any of them to consumers. The review of the Company's historical practices with respect to these products is ongoing, focusing on, among other topics, sales practices, adequacy of disclosures, customer servicing, and volume and type of customer complaints. We are providing remediation where we identify affected customers, and may also provide refunds to customers who purchased certain products.

Consumer Deposit Account Freezing/Closing The Company is reviewing procedures regarding the freezing (and, in many cases, closing) of consumer deposit accounts after the Company detected suspected fraudulent activity (by third-parties or account holders) that affected those accounts.


4

Overview (continued)


Review of Certain Activities Within Wealth and Investment Management A review of certain activities within Wealth and Investment Management (WIM) being conducted by the Board, in response to inquiries from federal government agencies, is assessing whether there have been inappropriate referrals or recommendations, including with respect to rollovers for 401(k) plan participants, certain alternative investments, or referrals of brokerage customers to the Company's investment and fiduciary services business. The review is ongoing.

Fiduciary and Custody Account Fee Calculations The Company is reviewing fee calculations within certain fiduciary and custody accounts in its investment and fiduciary services business, which is part of the wealth management business within WIM. The Company has determined that there have been instances of incorrect fees being applied to certain assets and accounts, resulting in both overcharges and undercharges to customers. These issues include the incorrect set-up and maintenance in the system of record of the values associated with certain assets. Systems, operations, and account-level reviews are underway to determine the extent of any assets and accounts affected, and root cause analyses are being performed with the assistance of third parties. These reviews are ongoing and, as a result of its reviews to date, the Company has suspended the charging of fees on some assets and accounts, has notified the affected customers, and is continuing its analysis of those assets and accounts. The Company has accrued $120 million through second quarter 2018 to refund customers who may have been overcharged during the past seven years. The third-party review of customer accounts is ongoing to determine the extent of any additional necessary remediation, including with respect to additional accounts not yet reviewed, which may lead to additional accruals. As these reviews continue, the Company will consider suspending fees on additional assets and accounts, while continuing the process of analyzing those assets and accounts.

Foreign Exchange Business The Company has substantially completed an assessment, with the assistance of a third party, of its policies, practices, and procedures in its foreign exchange (FX) business. The business is in the process of revising and implementing new policies, practices, and procedures, including those related to pricing. The Company has accrued $171 million through second quarter 2018 for customer remediation and rebate costs. This accrual includes $31 million to remediate customers that may have received pricing inconsistent with commitments made to those customers. The Company's review of affected customers is ongoing to determine the extent of any additional remediation. In addition, this accrual includes $140 million to rebate customers over a seven-year period where historic pricing, while consistent with contracts entered into with those customers, does not conform to recently implemented standards and pricing.

Mortgage Loan Modifications An internal review of the Company's use of a mortgage loan modification underwriting tool identified a calculation error that affected certain accounts that were in the foreclosure process between April 13, 2010, and October 20, 2015, when the error was corrected. This error in the modification tool caused an automated miscalculation of attorneys' fees that were included for purposes of determining whether a customer qualified for a mortgage loan modification pursuant to the requirements of government-sponsored enterprises (such as

Fannie Mae and Freddie Mac) and the U.S. Department of Treasury's Home Affordable Modification Program (HAMP). Customers were not actually charged the incorrect attorneys' fees. As a result of this error, approximately 625 customers were incorrectly denied a loan modification or were not offered a modification in cases where they would have otherwise qualified. In approximately 400 of these instances, after the loan modification was denied or the customer was deemed ineligible to be offered a loan modification, a foreclosure was completed. The Company has substantially completed its internal review, subject to final validation, of mortgages where an attorney fee-related error could have occurred. In second quarter 2018, the Company accrued $8 million to remediate customers whose modification decisions may have been affected by the calculation error.


To the extent issues are identified, we will continue to assess any customer harm and provide remediation as appropriate. This effort to identify other instances in which customers may have experienced harm is ongoing, and it is possible that we may identify other areas of potential concern. For more information, including related legal and regulatory risk, see the "Risk Factors" section in our 2017 Form 10-K and Note 13 (Legal Actions) to Financial Statements in this Report.


Financial Performance

Wells Fargo net income was $5.2 billion in second quarter 2018 with diluted earnings per common share (EPS) of $ 0.98 , compared with $5.9 billion and $1.08 , respectively, a year ago. Second quarter 2018 results included $481 million of net discrete income tax expense mostly related to state income taxes driven by the recent U.S. Supreme Court decision in South Dakota v. Wayfair . Also in second quarter 2018:

revenue was $21.6 billion , down $682 million compared with a year ago, with net interest income up 1% and noninterest income down 8% from a year ago;

average loans were $944.1 billion, down $12.8 billion, or 1%, from a year ago;

average deposits were $1.3 trillion , down $29.9 billion , or 2% , from a year ago;

return on assets (ROA) of 1.10% and return on equity (ROE) of 10.60% , were down from 1.22% and 12.06% , respectively, a year ago;

our credit results improved with a net charge-off rate of 0.26% (annualized) of average loans in second quarter 2018, compared with 0.27% a year ago;

nonaccrual loans of $7.5 billion were down $1.6 billion, or 17%, from a year ago; and

we returned $4.0 billion to shareholders through common stock dividends and net share repurchases, which was the 12th consecutive quarter of returning more than $3 billion.


Balance Sheet and Liquidity

Despite the asset cap placed on us from the consent order with the FRB, our balance sheet remained strong during second quarter 2018 with strong credit quality and solid levels of liquidity and capital. Our total assets were $1.88 trillion at June 30, 2018 . Cash and other short-term investments decreased $52.3 billion from December 31, 2017 , reflecting lower deposit balances. Debt securities were $475.5 billion at June 30, 2018 , an increase of $2.1 billion from December 31, 2017 , driven by an increase in debt securities held for trading partially offset by runoff and sales in the available for sale portfolio. Loans were down $12.5 billion, or 1%, from December 31, 2017 , largely due to a decline in automobile and junior lien mortgage loans.


5


Average deposits in second quarter 2018 were $1.27 trillion , down $29.9 billion from second quarter 2017 . The decline was driven by a decrease in commercial deposits, primarily from financial institutions, which includes actions the Company has taken in response to the asset cap, partially offset by higher interest-bearing checking deposits. Our average deposit cost in second quarter 2018 was 40 basis points, up 19 basis points from a year ago, primarily driven by an increase in commercial and Wealth and Investment Management deposit rates.


Credit Quality

Solid overall credit results continued in second quarter 2018 as losses remained low and we continued to originate high quality loans, reflecting our long-term risk focus. Net charge-offs were $602 million , or 0.26% (annualized) of average loans, in second quarter 2018 , compared with $655 million a year ago ( 0.27% ). The decrease in net charge-offs in second quarter 2018 , compared with a year ago, was driven by lower losses in the commercial and industrial loan and other revolving credit and installment portfolios.

Our commercial portfolio net charge-offs were $67 million , or 5 basis points of average commercial loans, in second quarter 2018 , compared with net charge-offs of $75 million , or 6 basis points, a year ago. Net consumer credit losses decreased to 49 basis points (annualized) of average consumer loans in second quarter 2018 from 51 basis points (annualized) in second quarter 2017 . Approximately 81% of the consumer first mortgage loan portfolio outstanding at June 30, 2018 , was originated after 2008, when more stringent underwriting standards were implemented.

The allowance for credit losses as of June 30, 2018 , decreased $1.0 billion compared with a year ago and decreased $850 million from December 31, 2017. We had a $150 million release in the allowance for credit losses in second quarter 2018, compared with a $100 million release a year ago. The allowance coverage for total loans was 1.18% at June 30, 2018 , compared with 1.27% a year ago and 1.25% at December 31, 2017. The allowance covered 4.6 times annualized second quarter net charge-offs, compared with 4.6 times a year ago. Future allowance levels will be based on a variety of factors, including loan growth, portfolio performance and general economic conditions. Our provision for loan losses was $452 million in second quarter 2018 , down from $555 million a year ago, primarily reflecting an improvement in our outlook for 2017 hurricane-related losses, as well as continued improvement in residential real estate and lower loan balances.

Nonperforming assets decreased $305 million , or 4% , from March 31, 2018 , the ninth consecutive quarter of decreases, with improvement in the real estate 1-4 family first mortgage portfolio and lower foreclosed assets. Nonperforming assets were 0.85% of total loans, the lowest level since the merger with Wachovia in 2008. Nonaccrual loans decreased $233 million from the prior quarter predominantly due to a decrease in real estate 1-4 family first mortgage nonaccruals. In addition, foreclosed assets were down $72 million from the prior quarter.


Capital

Our financial performance in second quarter 2018 allowed us to maintain a solid capital position, with total equity of $206.1 billion at June 30, 2018 , compared with $208.1 billion at December 31, 2017. We returned $4.0 billion to shareholders in second quarter 2018 through common stock dividends and net share repurchases, an increase of 17% from a year ago. Our net payout ratio (which is the ratio of (i) common stock dividends and share repurchases less issuances and stock compensation-related items, divided by (ii) net income applicable to common stock) was 84%. We continued to reduce our common shares outstanding through the repurchase of 35.8 million common shares in the quarter. We entered into a $1 billion forward repurchase contract with an unrelated third party in April 2018, which settled in July 2018 for 18.8 million common shares. We also entered into a $1 billion forward repurchase contract with an unrelated third party in July 2018 that is expected to settle in fourth quarter 2018 for approximately 18 million common shares. We expect to reduce our common shares outstanding through share repurchases throughout the remainder of 2018 .

We believe an important measure of our capital strength is the Common Equity Tier 1 (CET1) ratio under Basel III, fully phased-in, which was 11.98 % at June 30, 2018 , flat compared with December 31, 2017, but well above our internal target of 10%. Likewise, our other regulatory capital ratios remained strong. We also received a non-objection to our 2018 Capital Plan submission from the FRB. See the "Capital Management" section in this Report for more information regarding our capital, including the calculation of our regulatory capital amounts.


6

Earnings Performance ( continued )





Earnings Performance

Wells Fargo net income for second quarter 2018 was $5.2 billion ( $0.98 diluted earnings per common share), compared with $5.9 billion ( $1.08 diluted per share) for second quarter 2017. Net income in second quarter 2018 included net discrete income tax expense of $481 million ($0.10 diluted per share) mostly related to state income taxes driven by the recent U.S. Supreme Court decision in South Dakota v. Wayfair . Second quarter 2018 results also benefited from the lower U.S. federal statutory income tax rate. Net income for the first half of 2018 was $ 10.3 billion , compared with $11.5 billion for the same period a year ago. The decrease in net income in the first half of 2018 , compared with the same period a year ago, resulted from a $16 million decrease in net interest income, a $987 million decrease in noninterest income, and a $1.7 billion increase in noninterest expense, partially offset by a $517 million decrease in our provision for credit losses and a $1.2 billion decline in income tax expense reflecting the lower U.S. federal statutory income tax rate in 2018. In the first half of 2018 , net interest income represented 57% of revenue, compared with 56% for the same period a year ago. Noninterest income was $18.7 billion in the first half of 2018 , representing 43% of revenue, compared with $19.7 billion ( 44% ) in the first half of 2017 .

Revenue, the sum of net interest income and noninterest income, was $21.6 billion in second quarter 2018 , compared with $22.2 billion in the same period a year ago. The decrease in revenue in second quarter 2018 , compared with the same period a year ago, was due to a decline in noninterest income, partially offset by an increase in net interest income. Revenue for the first half of 2018 was $43.5 billion , compared with $44.5 billion for the first half of 2017 . The decline in revenue in the first half of 2018 , compared with the same period a year ago, was substantially due to a decline in noninterest income.


Net Interest Income

Net interest income is the interest earned on debt securities, loans (including yield-related loan fees) and other interest-earning assets minus the interest paid on deposits, short-term borrowings and long-term debt. The net interest margin is the average yield on earning assets minus the average interest rate paid for deposits and our other sources of funding. Net interest income and the net interest margin are presented on a taxable-equivalent basis in Table 1 to reflect income from taxable and tax-exempt loans and debt and equity securities based on a 21% and 35% federal statutory tax rate for the periods ended June 30, 2018 and 2017 , respectively.

Net interest income and the net interest margin in any one period can be significantly affected by a variety of factors including the mix and overall size of our earning assets portfolio and the cost of funding those assets. In addition, some variable sources of interest income, such as resolutions from purchased credit-impaired (PCI) loans, loan fees and collection of interest on nonaccrual loans, can vary from period to period.

Net interest income on a taxable-equivalent basis was $12.7 billion and $25.1 billion in the second quarter and first half of 2018 , respectively, compared with $12.8 billion and $25.4 billion for the same periods a year ago. The decrease in net interest income in the second quarter and first half of 2018 , compared with the same periods a year ago, was driven by lower loan swap income due to unwinding the receive-fixed loan swap portfolio, lower tax-equivalent net interest income from updated tax-equivalent factors reflecting new tax law, lower loan balances, unfavorable hedge ineffectiveness accounting, and higher

premium amortization, partially offset by the net repricing benefit of higher interest rates, lower long-term debt balances, growth in interest income from debt and equity securities, and higher variable income. The net interest margin was 2.93% in second quarter 2018, up from 2.90% in the same period a year ago. The increase was driven by the net repricing benefit of higher interest rates, lower long-term debt balances, and higher variable income, partially offset by lower loan swap income due to unwinding the receive-fixed loan swap portfolio, lower tax-equivalent net interest income from updated tax-equivalent factors reflecting new tax law, unfavorable hedge ineffectiveness accounting, and higher premium amortization. The net interest margin was 2.89% in both the first half of 2018 and 2017 as the net repricing benefit of higher interest rates, lower long-term debt balances, and higher variable income was offset by lower loan swap income due to unwinding the receive-fixed loan swap portfolio, lower tax-equivalent net interest income from updated tax-equivalent factors reflecting new tax law, unfavorable hedge ineffectiveness accounting, and higher premium amortization.

Average earning assets decreased $37.5 billion and $26.7 billion in the second quarter and first half of 2018 , respectively, compared with the same periods a year ago. Also, compared with the same periods a year ago:

average loans decreased $12.8 billion and $12.7 billion in the second quarter and first half of 2018, respectively;

average interest-earning deposits decreased $49.7 billion and $ 43.0 billion in the second quarter and first half of 2018, respectively;

average federal funds sold and securities purchased under resale agreements increased $2.9 billion and $2.9 billion in the second quarter and first half of 2018, respectively;

average debt securities increased $19.2 billion and $19.3 billion in the second quarter and first half of 2018, respectively;

average equity securities increased $726 million and $3.3 billion in the second quarter and first half of 2018, respectively; and

other earning assets increased $1.1 billion and $3.6 billion in the second quarter and first half of 2018, respectively.


Deposits are an important low-cost source of funding and affect both net interest income and the net interest margin. Deposits include noninterest-bearing deposits, interest-bearing checking, market rate and other savings, savings certificates, other time deposits, and deposits in foreign offices. Average deposits were $1.27 trillion and $1.28 trillion in the second quarter and first half of 2018 , respectively, compared with $1.30 trillion in both the same periods a year ago, and represented 135% of average loans in second quarter 2018 and 136% in the first half of 2018 , compared with 136% in second quarter 2017 and 135% in the first half of 2017 . Average deposits were 73% of average earning assets in both the second quarter and first half of 2018 , flat compared with the same periods a year ago. The average deposit cost for second quarter 2018 was 40 basis points, up 6 basis points from the prior quarter and 19 basis points from a year ago, primarily driven by an increase in commercial and Wealth and Investment Management deposit rates.


7


Table 1: Average Balances, Yields and Rates Paid (Taxable-Equivalent Basis) (1)(2)

Quarter ended June 30,

2018


2017


(in millions)

Average

balance


Yields/

rates


Interest

income/

expense


Average

balance


Yields/

rates


Interest

income/

expense


Earning assets

Interest-earning deposits with banks (3)

$

154,846


1.75

%

$

676


204,541


1.03

%

$

523


Federal funds sold and securities purchased under resale agreements (3)

80,020


1.73


344


77,078


0.91


175


Debt securities (4): 

Trading debt securities

80,661


3.45


695


70,411


3.24


570


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

6,425


1.66


27


18,099


1.53


69


Securities of U.S. states and political subdivisions (7)

47,388


3.91


464


53,492


3.89


521


Mortgage-backed securities:

Federal agencies

154,929


2.75


1,065


132,032


2.63


868


Residential and commercial

8,248


4.86


101


12,586


5.55


175


Total mortgage-backed securities

163,177


2.86


1,166


144,618


2.89


1,043


Other debt securities (7)

47,009


4.33


506


48,466


3.77


457


Total available-for-sale debt securities (7)

263,999


3.28


2,163


264,675


3.16


2,090


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

44,731


2.19


244


44,701


2.19


244


Securities of U.S. states and political subdivisions

6,255


4.34


68


6,270


5.29


83


Federal agency and other mortgage-backed securities

94,964


2.33


552


83,116


2.44


507


Other debt securities

584


4.66


7


2,798


2.34


16


Total held-to-maturity debt securities

146,534


2.38


871


136,885


2.49


850


Total debt securities (7)

491,194


3.04


3,729


471,971


2.98


3,510


Mortgage loans held for sale (5)(7)

18,788


4.22


198


19,758


3.87


191


Loans held for sale (5)

3,481


5.48


48


1,476


3.65


13


Commercial loans:

Commercial and industrial – U.S.

275,259


4.16


2,851


273,073


3.70


2,521


Commercial and industrial – Non U.S.

59,716


3.51


524


56,426


2.86


402


Real estate mortgage

123,982


4.27


1,319


131,293


3.68


1,206


Real estate construction

23,637


4.88


287


25,271


4.10


259


Lease financing

19,266


4.48


216


19,058


4.82


230


Total commercial loans

501,860


4.15


5,197


505,121


3.67


4,618


Consumer loans:

Real estate 1-4 family first mortgage

283,101


4.06


2,870


275,108


4.08


2,805


Real estate 1-4 family junior lien mortgage

37,249


5.32


495


43,602


4.78


521


Credit card

35,883


12.66


1,133


34,868


12.18


1,059


Automobile

48,568


5.18


628


59,112


5.43


800


Other revolving credit and installment

37,418


6.62


617


39,068


6.13


596


Total consumer loans

442,219


5.20


5,743


451,758


5.13


5,781


Total loans (5)

944,079


4.64


10,940


956,879


4.36


10,399


Equity securities

37,330


2.38


222


36,604


2.24


205


Other

5,518


1.48


21


4,400


0.70


8


Total earning assets (7)

$

1,735,256


3.73

%

$

16,178


1,772,707


3.40

%

$

15,024


Funding sources

Deposits:

Interest-bearing checking

$

80,324


0.90

%

$

181


48,465


0.41

%

$

50


Market rate and other savings

676,668


0.26


434


683,014


0.13


214


Savings certificates

20,033


0.43


21


22,599


0.30


17


Other time deposits (7)

82,061


2.26


465


57,158


1.39


197


Deposits in foreign offices

51,474


1.30


167


123,684


0.65


199


Total interest-bearing deposits (7)

910,560


0.56


1,268


934,920


0.29


677


Short-term borrowings

103,795


1.54


398


95,763


0.69


164


Long-term debt (7)

223,800


2.97


1,658


249,889


2.04


1,274


Other liabilities

28,202


2.12


150


20,981


2.05


108


Total interest-bearing liabilities (7)

1,266,357


1.10


3,474


1,301,553


0.68


2,223


Portion of noninterest-bearing funding sources (7)

468,899


-


-


471,154


-


-


Total funding sources (7)

$

1,735,256


0.80


3,474


1,772,707


0.50


2,223


Net interest margin and net interest income on a taxable-equivalent basis (6)(7)

2.93

%

$

12,704


2.90

%

$

12,801


Noninterest-earning assets

Cash and due from banks

$

18,609


18,171


Goodwill

26,444


26,664


Other (7)

104,575


109,479


Total noninterest-earning assets (7)

$

149,628


154,314


Noninterest-bearing funding sources

Deposits

$

360,779


366,275


Other liabilities (7)

51,681


53,438


Total equity (7)

206,067


205,755


Noninterest-bearing funding sources used to fund earning assets (7)

(468,899

)

(471,154

)

Net noninterest-bearing funding sources (7)

$

149,628


154,314


Total assets (7)

$

1,884,884


1,927,021


(1)

Our average prime rate was 4.80% and 4.05% for the quarters ended June 30, 2018 and 2017 , respectively and 4.66% and 3.92% , for first half of 2018 and 2017 , respectively. The average three-month London Interbank Offered Rate (LIBOR) was 2.34% and 1.21% for the quarters ended June 30, 2018 and 2017 , respectively, and 2.13% and 1.14% for the first half of 2018 and 2017 , respectively.

(2)

Yields/rates and amounts include the effects of hedge and risk management activities associated with the respective asset and liability categories.

(3)

Financial information for the prior periods has been revised to reflect the impact of the adoption of Accounting Standards Update (ASU) 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash in which we changed the presentation of our cash and cash equivalents to include both cash and due from banks as well as interest-earning deposits with banks, which are inclusive of any restricted cash.

(4)

Yields and rates are based on interest income/expense amounts for the period, annualized based on the accrual basis for the respective accounts. The average balance amounts represent amortized cost for the periods presented.



8




Six months ended June 30,

2018


2017


(in millions)

Average

balance


Yields/

rates


Interest

income/

expense


Average

balance


Yields/

rates


Interest

income/

expense


Earning assets

Interest-earning deposits with banks (3)

$

163,520


1.61

%

$

1,308


206,503


0.91

%

$

928


Federal funds sold and securities purchased under resale agreements (3)

79,083


1.57


615


76,184


0.80


302


Debt securities (4):

Trading debt securities

79,693


3.35


1,332


69,769


3.14


1,093


Available-for-sale debt securities: 

Securities of U.S. Treasury and federal agencies

6,426


1.66


53


21,547


1.53


164


Securities of U.S. states and political subdivisions (7)

48,665


3.64


885


52,873


3.91


1,034


Mortgage-backed securities:

Federal agencies

156,690


2.73


2,141


144,257


2.61


1,879


Residential and commercial (7)

8,558


4.48


192


13,514


5.44


368


Total mortgage-backed securities (7)

165,248


2.82


2,333


157,771


2.85


2,247


Other debt securities (7)

47,549


4.02


950


49,303


3.69


904


Total available-for-sale debt securities (7)

267,888


3.16


4,221


281,494


3.09


4,349


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

44,727


2.20


487


44,697


2.20


487


Securities of U.S. states and political subdivisions

6,257


4.34


136


6,271


5.30


166


Federal agency and other mortgage-backed securities

92,888


2.35


1,093


67,538


2.46


831


Other debt securities

639


3.89


12


3,062


2.34


35


Total held-to-maturity debt securities

144,511


2.40


1,728


121,568


2.51


1,519


Total debt securities (7)

492,092


2.96


7,281


472,831


2.95


6,961


Mortgage loans held for sale (5)(7)

18,598


4.06


377


19,825


3.77


373


Loans held for sale (5)

2,750


5.28


72


1,538


3.05


23


Commercial loans:

Commercial and industrial – U.S.

273,658


4.00


5,435


273,905


3.65


4,957


Commercial and industrial – Non U.S.

59,964


3.37


1,003


55,890


2.80


775


Real estate mortgage

125,085


4.16


2,581


131,868


3.62


2,370


Real estate construction

24,041


4.70


561


24,933


3.91


484


Lease financing

19,266


4.89


471


19,064


4.88


465


Total commercial loans

502,014


4.03


10,051


505,660


3.61


9,051


Consumer loans:

Real estate 1-4 family first mortgage

283,651


4.04


5,722


275,293


4.05


5,571


Real estate 1-4 family junior lien mortgage

38,042


5.23


988


44,439


4.69


1,036


Credit card

36,174


12.71


2,280


35,151


12.07


2,105


Automobile

50,010


5.17


1,283


60,304


5.45


1,628


Other revolving credit and installment

37,641


6.54


1,221


39,396


6.07


1,186


Total consumer loans

445,518


5.18


11,494


454,583


5.09


11,526


Total loans (5)

947,532


4.57


21,545


960,243


4.31


20,577


Equity securities

38,536


2.37


455


35,272


2.18


384


Other

5,765


1.34


40


2,213


0.70


8


Total earning assets (7)

$

1,747,876


3.64

%

$

31,693


1,774,609


3.36

%

$

29,556


Funding sources

Deposits:

Interest-bearing checking

$

74,084


0.84

%

$

310


49,569


0.35

%

$

87


Market rate and other savings

677,861


0.24


802


683,591


0.11


371


Savings certificates

20,025


0.38


38


23,030


0.29


34


Other time deposits (7)

79,340


2.06


812


56,043


1.34


374


Deposits in foreign offices

73,023


1.09


396


122,946


0.57


347


Total interest-bearing deposits (7)

924,333


0.51


2,358


935,179


0.26


1,213


Short-term borrowings

102,793


1.39


710


97,149


0.58


279


Long-term debt (7)

224,924


2.88


3,234


254,981


1.90


2,421


Other liabilities

28,065


2.02


282


18,905


2.12


200


Total interest-bearing liabilities (7)

1,280,115


1.03


6,584


1,306,214


0.63


4,113


Portion of noninterest-bearing funding sources (7)

467,761


-


468,395


-


-


Total funding sources (7)

$

1,747,876


0.75


6,584


1,774,609


0.47


4,113


Net interest margin and net interest income on a taxable-equivalent basis (6)(7)

2.89

%

$

25,109


2.89

%

$

25,443


Noninterest-earning assets

Cash and due from banks

$

18,730


18,437


Goodwill

26,480


26,668


Other (7)

107,218


109,306


Total noninterest-earning assets (7)

$

152,428


154,411


Noninterest-bearing funding sources

Deposits

$

359,854


365,019


Other liabilities (7)

54,212


54,119


Total equity (7)

206,123


203,668


Noninterest-bearing funding sources used to fund earning assets (7)

(467,761

)

(468,395

)

Net noninterest-bearing funding sources (7)

$

152,428


154,411


Total assets (7)

$

1,900,304


1,929,020


(5)

Nonaccrual loans and related income are included in their respective loan categories.

(6)

Includes taxable-equivalent adjustments of $163 million and $330 million for the quarters ended June 30, 2018 and 2017 , respectively, and $330 million and $648 million for the first half of 2018 and 2017 , respectively, predominantly related to tax-exempt income on certain loans and securities. The federal statutory tax rate utilized was 21% and 35% for periods ended June 30, 2018 and 2017 , respectively.

(7)

Financial information for the prior periods has been revised to reflect the impact of the adoption in fourth quarter 2017 of ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities .



9


Noninterest Income

Table 2: Noninterest Income

Quarter ended June 30,

%


Six months ended June 30,

%


(in millions)

2018


2017


Change


2018


2017


Change


Service charges on deposit accounts

$

1,163


1,276


(9

)%

$

2,336


2,589


(10

)%

Trust and investment fees:

Brokerage advisory, commissions and other fees

2,354


2,329


1


4,757


4,653


2


Trust and investment management

835


837


-


1,685


1,666


1


Investment banking

486


463


5


916


880


4


Total trust and investment fees

3,675


3,629


1


7,358


7,199


2


Card fees

1,001


1,019


(2

)

1,909


1,964


(3

)

Other fees:


Charges and fees on loans

304


325


(6

)

605


632


(4

)

Cash network fees

120


134


(10

)

246


260


(5

)

Commercial real estate brokerage commissions

109


102


7


194


183


6


Letters of credit fees

72


76


(5

)

151


150


1


Wire transfer and other remittance fees

121


112


8


237


219


8


All other fees

120


153


(22

)

213


323


(34

)

Total other fees

846


902


(6

)

1,646



1,767


(7

)

Mortgage banking:


Servicing income, net

406


400


2


874


856


2


Net gains on mortgage loan origination/sales activities

364


748


(51

)

830


1,520


(45

)

Total mortgage banking

770


1,148


(33

)

1,704



2,376


(28

)

Insurance

102


280


(64

)

216


557


(61

)

Net gains from trading activities

191


151


26


434


423


3


Net gains on debt securities

41


120


(66

)

42


156


(73

)

Net gains from equity securities

295


274


8


1,078


844


28


Lease income

443


493


(10

)

898


974


(8

)

Life insurance investment income

162


145


12


326


289


13


All other

323


327


(1

)

761


557


37


Total

$

9,012


9,764


(8

)

$

18,708



19,695


(5

)

Noninterest income was $9.0 billion and $18.7 billion in the second quarter and first half of 2018 , respectively, compared with $9.8 billion and $19.7 billion for the same periods a year ago. This income represented 42% of revenue for second quarter 2018 and 43% of revenue for the first half of 2018 , compared with 44% for the same periods a year ago. The decline in noninterest income in the second quarter and first half of 2018 , compared with the same periods a year ago, was predominantly due to lower mortgage banking income, lower insurance income due to the sale of Wells Fargo Insurance Services in fourth quarter 2017, and lower service charges on deposit accounts. These decreases were partially offset by growth in trust and investment fees, and higher net gains from equity securities in the second quarter and first half of 2018 and higher all other income in the first half of 2018 . For more information on our performance obligations and the nature of services performed for certain of our revenues discussed below, see Note 17 (Revenue from Contracts with Customers) to Financial Statements in this Report.

Service charges on deposit accounts were $1.2 billion and $2.3 billion in the second quarter and first half of 2018 , respectively, compared with $1.3 billion and $2.6 billion for the same periods a year ago. The decrease in both the second quarter and first half of 2018 , compared with the same periods a year ago, was due to lower overdraft and monthly service fees driven by customer-friendly initiatives that help customers minimize monthly and overdraft fees, and the impact of a higher earnings

credit rate applied to commercial accounts due to increased interest rates.

Brokerage advisory, commissions and other fees increased to $2.4 billion and $4.8 billion in the second quarter and first half of 2018 , respectively, compared with $2.3 billion and $4.7 billion for the same periods in 2017 . The increases in both periods, compared with the same periods in 2017 , were due to higher asset-based fees, partially offset by lower transactional commission revenue. Retail brokerage client assets totaled $1.6 trillion  at both June 30, 2018 and 2017 , with all retail brokerage services provided by our Wealth and Investment Management (WIM) operating segment. For additional information on retail brokerage client assets, see the discussion and Tables 4d and 4e in the "Operating Segment Results – Wealth and Investment Management – Retail Brokerage Client Assets" section in this Report.

Trust and investment management fee income is largely from client assets under management (AUM) for which fees are based on a tiered scale relative to market value of the assets, and client assets under administration (AUA), for which fees are generally based on the extent of services to administer the assets. Trust and investment management fees declined slightly to $835 million in second quarter 2018 , from $837 million in second quarter 2017 , but modestly increased to $1.69 billion in the first half of 2018 , from $1.67 billion for the same period a year ago, as growth in management fees for investment advice on


10

Earnings Performance ( continued )





mutual funds was partially offset by a decrease in corporate trust fees due to the sale of Wells Fargo Shareowner Services in first quarter 2018. Our AUM totaled $677.7 billion at June 30, 2018 , compared with $663.2 billion at June 30, 2017 , with substantially all of our AUM managed by our WIM operating segment. Additional information regarding our WIM operating segment AUM is provided in Table 4f and the related discussion in the "Operating Segment Results – Wealth and Investment Management – Trust and Investment Client Assets Under Management" section in this Report. Our AUA totaled $1.7 trillion at both June 30, 2018 and 2017 .

Investment banking fees increased to $486 million and $916 million in the second quarter and first half of 2018 , respectively, from $463 million and $880 million for the same periods in 2017 , reflecting the impact of the new accounting standard for revenue recognition, which increased investment banking fees and increased noninterest expense by an equal amount due to the underwriting expenses of our broker-dealer business that were previously netted against revenue are now included in noninterest expense. The increase in fees was partially offset by lower advisory fees and equity originations.

Card fees were $1.0 billion and $1.9 billion in the second quarter and first half of 2018 , respectively, compared with $1.0 billion and $2.0 billion for the same periods in 2017 , reflecting the impact of the new revenue recognition accounting standard, which reduced noninterest expense and lowered card fees by an equal amount due to the netting of card payment network charges against related interchange and network revenues in card fees.

Other fees decreased to $846 million and $1.6 billion in the second quarter and first half of 2018 , respectively, from $902 million and $1.8 billion for the same periods in 2017 , primarily driven by lower all other fees. All other fees were $120 million and $213 million in the second quarter and first half of 2018 , compared with $153 million and $323 million for the same periods in 2017 , resulting from discontinuing products.

Mortgage banking noninterest income, consisting of net servicing income and net gains on mortgage loan origination/sales activities, totaled $770 million and $1.7 billion in the second quarter and first half of 2018 , respectively, compared with $1.1 billion and $2.4 billion for the same periods a year ago.

In addition to servicing fees, net mortgage loan servicing income includes amortization of commercial mortgage servicing rights (MSRs), changes in the fair value of residential MSRs during the period, as well as changes in the value of derivatives (economic hedges) used to hedge the residential MSRs. Net servicing income of $406 million for second quarter 2018  included a $26 million net MSR valuation gain ( $345 million increase in the fair value of the MSRs and a $319 million hedge loss). Net servicing income of $400 million for second quarter 2017 included a $71 million net MSR valuation gain ( $360 million decrease in the fair value of the MSRs and a $431 million hedge gain). For the first half of 2018 , net servicing income of $ 874 million included a $136 million net MSR valuation gain ( $1.7 billion increase in the fair value of the MSRs and a $1.5 billion hedge loss), and for the first half of 2017, net servicing income of $856 million included a $173 million net MSR valuation gain ( $186 million decrease in the fair value of the MSRs and a $359 million hedge gain). Net servicing income increased for the first half of 2018, compared with the same period a year ago, due to higher net servicing fees, partially offset by lower net MSR valuation gains.

Our portfolio of mortgage loans serviced for others was $1.71 trillion at June 30, 2018 , and $1.70 trillion at December 31, 2017 . At June 30, 2018 , the ratio of combined residential and commercial MSRs to related loans serviced for others was 0.98% , compared with 0.88% at December 31, 2017 . See the "Risk Management – Asset/Liability Management – Mortgage Banking Interest Rate and Market Risk" section in this Report for additional information regarding our MSRs risks and hedging approach.

Net gains on mortgage loan origination/sales activities were $364 million and $830 million in the second quarter and first half of 2018 , respectively, compared with $748 million and $1.5 billion for the same periods a year ago. The decrease in the second quarter and first half of 2018 , compared with the same periods a year ago, was primarily due to lower loan originations and production margins. Total mortgage loan originations were $50 billion and $93 billion for the second quarter and first half of 2018 , respectively, compared with $56 billion and $100 billion for the same periods a year ago. The production margin on residential held-for-sale mortgage loan originations, which represents net gains on residential mortgage loan origination/sales activities divided by total residential held-for-sale mortgage loan originations, provides a measure of the profitability of our residential mortgage origination activity. Table 2a presents the information used in determining the production margin.


Table 2a: Selected Mortgage Production Data

Quarter ended June 30,

Six months ended June 30,

2018


2017


2018


2017


Net gains on mortgage loan origination/sales activities (in millions):

Residential

(A)

$

281


521


$

605


1,090


Commercial

49


81


125


182


Residential pipeline and unsold/repurchased loan management (1)

34


146


100


248


Total

$

364


748


$

830


1,520


Residential real estate originations (in billions):

Held-for-sale

(B)

$

37


42


$

71


76


Held-for-investment

13


14


22


24


Total

$

50


56


$

93


100


Production margin on residential held-for-sale mortgage loan originations

(A)/(B)

0.77

%

1.24


0.86

%

1.44


(1)

Predominantly includes the results of GNMA loss mitigation activities, interest rate management activities and changes in estimate to the liability for mortgage loan repurchase losses.


11


The production margin was 0.77% and 0.86% for the second quarter and first half of 2018 , respectively, compared with 1.24% and 1.44% for the same periods in 2017. The decline in production margin in the second quarter and first half of 2018 was attributable to lower margins in both our retail and correspondent production channels and a shift to more correspondent origination volume, which has a lower production margin. Mortgage applications were $67 billion and $125 billion for the second quarter and first half of 2018 , respectively, compared with $83 billion and $142 billion for the same periods a year ago. The 1-4 family first mortgage unclosed pipeline was $26 billion at June 30, 2018 , compared with $34 billion at June 30, 2017 . For additional information about our mortgage banking activities and results, see the "Risk Management – Asset/Liability Management – Mortgage Banking Interest Rate and Market Risk" section and Note 10 (Mortgage Banking Activities) and Note 15 (Fair Values of Assets and Liabilities) to Financial Statements in this Report.

Net gains on mortgage loan origination/sales activities include adjustments to the mortgage repurchase liability. Mortgage loans are repurchased from third parties based on standard representations and warranties, and early payment default clauses in mortgage sale contracts. For additional information about mortgage loan repurchases, see the "Risk Management – Credit Risk Management – Liability for Mortgage Loan Repurchase Losses" section and Note 10 (Mortgage Banking Activities) to Financial Statements in this Report.

Insurance income was $102 million and $216 million in the second quarter and first half of 2018 , respectively, compared with $280 million and $557 million in the same periods a year ago. The decrease in the second quarter and first half of 2018 , compared with the same periods a year ago, was driven by the sale of Wells Fargo Insurance Services in fourth quarter 2017.

Net gains from trading activities, which reflect unrealized changes in fair value of our trading positions and realized gains and losses, were $191 million and $434 million in the second quarter and first half of 2018 , respectively, compared with $151 million and $423 million in the same periods a year ago. The increase in the second quarter and first half of 2018 , compared with the same periods a year ago, was due to growth in equity trading driven by favorable market volatility, partially offset by lower foreign exchange trading income. Net gains from trading activities do not include interest and dividend income and expense on trading securities. Those amounts are reported within interest income from debt and equity securities and other interest expense. For additional information about trading activities, see the "Risk Management – Asset/Liability Management – Market Risk-Trading Activities" section and Note 4 (Trading Activities) to Financial Statements in this Report.

Net gains on debt and equity securities totaled $336 million and $1.1 billion in the second quarter and first half of 2018 , respectively, compared with $394 million and $1.0 billion for the same periods in 2017 , after other-than-temporary impairment (OTTI) write-downs of $245 million and $275 million for the second quarter and first half of 2018 , respectively, compared with $73 million and $202 million for the same periods in 2017 . The decrease in net gains on debt and equity securities in second quarter 2018 , compared with the same period a year ago, was driven by lower net gains on debt securities and lower deferred compensation gains (offset in employee benefits expense), partially offset by higher net gains from nonmarketable equity securities. The increase in the first half of 2018 , compared with the same period a year ago, was predominantly driven by higher net gains from nonmarketable equity securities and $277 million of unrealized gains from the impact of the new accounting standard for financial instruments which requires any gain or loss associated with the fair value measurement of equity securities to be reflected in earnings. These increases were partially offset by lower net gains on debt securities and lower deferred compensation gains (offset in employee benefits expense). The increase in OTTI in the second quarter and first half of 2018, compared with same periods a year ago, was predominantly driven by the impairment on the announced sale of our ownership stake in RockCreek.

Lease income was $443 million and $898 million in the second quarter and first half of 2018 , respectively, compared with $493 million and $974 million for the same periods a year ago. The decreases in both periods were primarily driven by lower rail and equipment lease income. Lease income in second quarter 2018 also reflected lower gains on the sale of lease assets.

All other income was $323 million and $761 million in the second quarter and first half of 2018 , respectively, compared with $327 million and $557 million for the same periods a year ago. All other income includes hedge accounting results related to hedges of foreign currency risk, the results of certain economic hedges, losses on low income housing tax credit investments, foreign currency adjustments, and income from investments accounted for under the equity method, any of which can cause decreases and net losses in other income. The decrease in all other income in second quarter 2018 , compared with the same period a year ago, was driven by unfavorable changes in hedge ineffectiveness accounting, partially offset by higher pre-tax gains from the sales of purchased credit-impaired Pick-a-Pay loans. The increase in all other income in the first half of 2018 was predominantly driven by higher pre-tax gains from the sales of purchased credit-impaired Pick-a-Pay loans, and a $202 million pre-tax gain from the sale of Wells Fargo Shareowner Services in first quarter 2018 . These gains were partially offset by an unrealized loss of $176 million for a lower of cost or market (LOCOM) adjustment related to the previously announced sale of certain assets and liabilities of Reliable Financial Services, Inc. (a subsidiary of Wells Fargo's automobile financing business), and lower income from equity method investments.


12

Earnings Performance ( continued )





Noninterest Expense

Table 3: Noninterest Expense

Quarter ended June 30,

%


Six months ended June 30,

%


(in millions)

2018


2017


Change


2018


2017


Change


Salaries

$

4,465


4,343


3

 %

$

8,828


8,604


3

 %

Commission and incentive compensation

2,642


2,499


6


5,410


5,224


4


Employee benefits

1,245


1,308


(5

)

2,843


2,994


(5

)

Equipment

550


529


4


1,167


1,106


6


Net occupancy

722


706


2


1,435


1,418


1


Core deposit and other intangibles

265


287


(8

)

530


576


(8

)

FDIC and other deposit assessments

297


328


(9

)

621


661


(6

)

Operating losses

619


350


77


2,087


632


230


Outside professional services

881


1,029


(14

)

1,702


1,833


(7

)

Contract services (1)

536


416


29


983


813


21


Operating leases

311


334


(7

)

631


679


(7

)

Outside data processing

164


236


(31

)

326


456


(29

)

Travel and entertainment

157


171


(8

)

309


350


(12

)

Advertising and promotion

227


150


51


380


277


37


Postage, stationery and supplies

121


134


(10

)

263


279


(6

)

Telecommunications

88


91


(3

)

180


182


(1

)

Foreclosed assets

44


52


(15

)

82


138


(41

)

Insurance

24


24


-


50


48


4


All other (1)

624


554


13


1,197


1,063


13


Total

$

13,982


13,541


3


$

29,024


27,333


6


(1)

The prior periods have been revised to conform with the current period presentation whereby temporary help is included in contract services rather than in all other noninterest expense.

Noninterest expense was $14.0 billion in second quarter 2018 , up 3% from $13.5 billion a year ago, and $29.0 billion in the first half of 2018 , up 6% from the same period a year ago. The increase in both periods was predominantly due to higher operating losses and personnel expenses.

Personnel expenses, which include salaries, commissions, incentive compensation, and employee benefits, were up $202 million , or 2% , in second quarter 2018 , compared with the same period a year ago, and up $259 million , or 2% , in the first half of 2018 , compared with the same period a year ago. The increase in both periods was due to salary increases and higher incentive compensation, partially offset by the impact of the sale of Wells Fargo Insurance Services in fourth quarter 2017, lower deferred compensation costs (offset in net gains from equity securities) and lower staffing levels.

Outside professional and contract services expense was down $28 million , or 2% , in second quarter 2018 , compared with the same period a year ago, and up $39 million , or 1% , in the first half of 2018 , compared with the same period a year ago. The decrease in second quarter 2018 reflected lower project and technology spending on regulatory and compliance related initiatives, while the increase in the first half of 2018 was due to higher project and technology spending, partially offset by lower legal expense.

Outside data processing was down $72 million in second quarter 2018 , or 31% , compared with the same period a year ago, and down $130 million , or 29% , in the first half of 2018 , compared with the same period a year ago, reflecting lower data processing expense related to the GE Capital business acquisitions and the impact of the new revenue recognition accounting standard, which reduced noninterest expense and lowered card fees by an equal amount due to the netting of card payment network charges against related interchange and network revenues in card fees.

Operating losses were up $269 million , or 77% , in second quarter 2018 , compared with the same period a year ago, and up $1.5 billion , or 230% , in the first half of 2018 , compared with the same period a year ago. The increase for both periods was driven by higher remediation accruals for previously disclosed matters, while the increase for the first half of 2018 was also driven by higher litigation and remediation accruals for previously disclosed matters.

Foreclosed assets expense was down $8 million , or 15% , in second quarter 2018 , compared with the same period a year ago, and down $56 million , or 41% , in the first half of 2018 , compared with the same period a year ago, predominantly due to lower foreclosed properties operating expenses for both periods.

Advertising and promotion expense was up $77 million , or 51% , in second quarter 2018 , compared with the same period a year ago, and up $103 million , or 37% , in the first half of 2018 , compared with the same period a year ago, in each case due to higher advertising expense, including for the "Re-Established" advertising campaign launched in second quarter 2018 .

Equipment expense was up $21 million , or 4% , in second quarter 2018 , compared with the same period a year ago, and up $61 million , or 6% , in the first half of 2018 , compared with the same period a year ago, in each case due to higher depreciation expense.

All other noninterest expense was up $70 million , or 13% , in second quarter 2018 , compared with the same period a year ago, and up $134 million , or 13% , in the first half of 2018 , compared with the same period a year ago. The increase in both periods was predominantly driven by higher donations expense.

Our efficiency ratio was 64.9% in second quarter 2018 , compared with 60.9% in second quarter 2017 .



13


Income Tax Expense

Our effective income tax rate was 25.9% and 27.7% for second quarter 2018 and 2017 , respectively, and was 23.6% in the first half of 2018 , down from 27.6% in the first half of 2017 . The effective income tax rate for second quarter 2018 included net discrete income tax expense of $481 million mostly related to state income taxes driven by the recent U.S. Supreme Court decision in South Dakota v. Wayfair . The effective income tax rate for the first half of 2018 reflected the reduced U.S federal tax rate as part of the Tax Cuts & Jobs Act (the Tax Act) that was enacted in 2017 , partially offset by the non-tax deductible treatment of the $800 million discrete litigation accrual in connection with entering into the consent orders with the CFPB and OCC on April 20, 2018. We expect the effective income tax rate for the remainder of 2018 to be approximately 19%, excluding the impact of future discrete items. We continue to collect and analyze data related to provisional tax estimates recorded in fourth quarter 2017 and monitor interpretations that emerge for various provisions of the Tax Act. We anticipate these items will be finalized upon completion of our U.S. tax filings in 2018 .


Operating Segment Results

We are organized for management reporting purposes into three operating segments: Community Banking; Wholesale Banking; and WIM. These segments are defined by product type and customer segment and their results are based on our management accounting process, for which there is no comprehensive, authoritative financial accounting guidance equivalent to generally accepted accounting principles (GAAP). Effective first quarter 2018, assets and liabilities now receive a funding charge or credit that considers interest rate risk, liquidity risk, and other product characteristics on a more granular level. This methodology change affects results across all three of our reportable operating segments and operating segment results for the prior periods of 2017 have been revised to reflect this methodology change. Our previously reported consolidated financial results were not impacted by the methodology change; however, in connection with the adoption of ASU 2016-01 in first quarter 2018, certain reclassifications have occurred within noninterest income. Table 4 and the following discussion present our results by operating segment. For additional description of our operating segments, including additional financial information and the underlying management accounting process, see Note 21 (Operating Segments) to Financial Statements in this Report.

Table 4: Operating Segment Results – Highlights

(income/expense in millions,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other (1)

Consolidated

Company

average balances in billions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Quarter ended June 30,

Revenue

$

11,806


11,955


7,197


7,479


3,951


4,226


(1,401

)

(1,425

)

21,553


22,235


Provision (reversal of provision) for credit losses

484


623


(36

)

(65

)

(2

)

7


6


(10

)

452


555


Noninterest expense

7,290


7,266


4,219


4,036


3,361


3,071


(888

)

(832

)

13,982


13,541


Net income (loss)

2,496


2,765


2,635


2,742


445


711


(390

)

(362

)

5,186


5,856


Average loans

$

463.8


475.1


464.7


466.9


74.7


71.7


(59.1

)

(56.8

)

944.1


956.9


Average deposits

760.6


727.7


414.0


462.4


167.1


190.1


(70.4

)

(79.0

)

1,271.3


1,301.2


Six months ended June 30,

Revenue

$

23,636


23,778


14,476


15,056


8,193


8,483


(2,818

)

(2,827

)

43,487


44,490


Provision (reversal of provision) for credit losses

702


1,269


(56

)

(108

)

(8

)

3


5


(4

)

643


1,160


Noninterest expense

15,992


14,547


8,197


8,203


6,651


6,275


(1,816

)

(1,692

)

29,024


27,333


Net income (loss)

4,409


5,589


5,510


5,227


1,159


1,376


(756

)

(702

)

10,322


11,490


Average loans

$

467.1


477.9


464.9


467.6


74.3


71.2


(58.8

)

(56.5

)

947.5


960.2


Average deposits

754.1


722.8


429.9


463.8


172.5


193.8


(72.3

)

(80.2

)

1,284.2


1,300.2


(1)

Includes the elimination of certain items that are included in more than one business segment, most of which represents products and services for WIM customers served through Community Banking distribution channels.


14

Earnings Performance ( continued )





Community Banking offers a complete line of diversified financial products and services for consumers and small businesses including checking and savings accounts, credit and debit cards, and automobile, student, mortgage, home equity and small business lending, as well as referrals to Wholesale Banking and WIM business partners. The Community Banking segment also includes the results of our Corporate Treasury activities net of allocations (including funds transfer pricing, capital, liquidity and certain corporate expenses) in support of other segments and results of investments in our affiliated venture capital

partnerships. We announced on November 28, 2017, that we would exit the personal insurance business, effective February 1, 2018. Effective April 2, 2018, we sold the majority of our interests in our personal insurance business to a third party. We continue to wind down the personal insurance business and expect to substantially complete these activities in the first half of 2019. Table 4a provides additional financial information for Community Banking.

Table 4a: Community Banking

Quarter ended June 30,

Six months ended June 30,

(in millions, except average balances which are in billions)

2018


2017


% Change

2018


2017


% Change


Net interest income

$

7,346


7,133


3

 %

$

14,541


14,265


2

 %

Noninterest income:

Service charges on deposit accounts

632


725


(13

)

1,271


1,467


(13

)

Trust and investment fees:


Brokerage advisory, commissions and other fees (1)

465


452


3


943


896


5


Trust and investment management (1)

220


215


2


453


433


5


Investment banking (2)

-


(20

)

100


(10

)

(47

)

79


Total trust and investment fees

685


647


6


1,386


1,282


8


Card fees

904


929


(3

)

1,725


1,794


(4

)

Other fees

348


395


(12

)

675


790


(15

)

Mortgage banking

695


1,038


(33

)

1,537


2,144


(28

)

Insurance

16


35


(54

)

44


69


(36

)

Net gains (losses) from trading activities

24


(33

)

173


23


(85

)

127


Net gains (losses) on debt securities

(2

)

184


NM


(2

)

286


NM


Net gains from equity securities (3)

409


222


84


1,093


690


58


Other income of the segment

749


680


10


1,343


1,076


25


Total noninterest income

4,460


4,822


(8

)

9,095


9,513


(4

)


Total revenue

11,806


11,955


(1

)

23,636


23,778


(1

)


Provision for credit losses

484


623


(22

)

702


1,269


(45

)

Noninterest expense:


Personnel expense

5,400


5,002


8


10,911


10,203


7


Equipment

525


507


4


1,121


1,058


6


Net occupancy

542


520


4


1,076


1,046


3


Core deposit and other intangibles

102


112


(9

)

203


224


(9

)

FDIC and other deposit assessments

155


185


(16

)

336


377


(11

)

Outside professional services

430


554


(22

)

827


903


(8

)

Operating losses

287


297


(3

)

1,727


558


209


Other expense of the segment

(151

)

89


NM


(209

)

178


NM


Total noninterest expense

7,290


7,266


-


15,992


14,547


10


Income before income tax expense and noncontrolling interests

4,032


4,066


(1

)

6,942


7,962


(13

)

Income tax expense

1,413


1,255


13


2,222


2,237


(1

)

Net income from noncontrolling interests (4)

123


46


167


311


136


129


Net income

$

2,496


2,765


(10

)

$

4,409


5,589


(21

)

Average loans

$

463.8


475.1


(2

)

$

467.1


477.9


(2

)

Average deposits

760.6


727.7


5


754.1


722.8


4


NM - Not meaningful

(1)

Represents income on products and services for WIM customers served through Community Banking distribution channels and is eliminated in consolidation.

(2)

Includes syndication and underwriting fees paid to Wells Fargo Securities which are offset in our Wholesale Banking segment.

(3)

Predominantly represents gains resulting from venture capital investments.

(4)

Reflects results attributable to noncontrolling interests predominantly associated with the Company's consolidated venture capital investments.

Community Banking reported net income of $2.5 billion , down $269 million , or 10% , from second quarter 2017 , and $4.4 billion for the first half of 2018 , down $1.2 billion , or 21% , compared with the same period a year ago. Revenue of $11.8 billion decreased $149 million , or 1% , from second quarter 2017 , and was $23.6 billion for the first half of 2018 , a decrease of $142 million , or 1% , compared with the same period a year ago. The decrease in revenue from second quarter 2017 was due to lower mortgage banking income and service charges on deposit accounts, partially offset by higher net interest income and higher gains on the sales of PCI Pick-a-Pay mortgage loans . The decrease in revenue from the first half of 2017 was due to lower mortgage banking income, net gains from debt securities, and service charges on deposit accounts, partially offset by higher gains on

the sales of PCI Pick-a-Pay mortgage loans, net interest income, and net gains from equity securities. Average loans of $463.8 billion in second quarter 2018 decreased $11.3 billion , or 2% , from second quarter 2017 , and average loans of $467.1 billion in the first half of 2018 decreased $10.8 billion , or 2% , from the first half of 2017 . The decline in average loans for both periods was predominantly due to lower automobile loans and junior lien mortgages, partially offset by higher real estate 1-4 family first mortgages. Average deposits of $760.6 billion in second quarter 2018 increased $32.9 billion , or 5% , from second quarter 2017 , and increased $31.3 billion , or 4% , from the first half of 2017 . The number of primary consumer checking customers (customers who actively use their checking account with transactions such as debit card purchases, online bill


15


payments, and direct deposit) as of May 2018 was up 1% from May 2017. Noninterest expense was $7.3 billion in second quarter 2018, flat compared with second quarter 2017, and $16.0 billion in the first half of 2018, up $1.4 billion, or 10%, from the first half of 2017 . The increase from the first half of 2017 was predominantly due to higher operating losses and personnel expense. The provision for credit losses decreased $139 million from second quarter 2017 and $567 million from the first half of 2017 , due to continued improvement in the consumer lending portfolio compared with the same periods a year ago. Income tax expense increased $158 million from second quarter 2017 , due to a net discrete income tax expense of $481 million in second quarter 2018 mostly related to state income taxes. This increase was partially offset by the beneficial impact of the reduced U.S. federal statutory income tax rate for 2018. Income tax expense decreased $15 million from the first half of 2017 , driven by the beneficial impact of the reduced U.S. federal statutory income tax rate for 2018, partially offset by the second quarter 2018 net discrete income tax expense.

Wholesale Banking provides financial solutions to businesses across the United States and globally with annual sales generally in excess of $5 million. Products and businesses include Business Banking, Commercial Real Estate, Corporate Banking, Financial Institutions Group, Government and Institutional Banking, Middle Market Banking, Principal Investments, Treasury Management, Wells Fargo Commercial Capital, and Wells Fargo Securities. Table 4b provides additional financial information for Wholesale Banking.

Table 4b: Wholesale Banking

Quarter ended June 30,

Six months ended June 30,

(in millions, except average balances which are in billions)

2018


2017


% Change

2018


2017


% Change


Net interest income

$

4,693


4,809


(2

)%

$

9,225


9,490


(3

)%

Noninterest income:

Service charges on deposit accounts

530


550


(4

)

1,064


1,120


(5

)

Trust and investment fees:


Brokerage advisory, commissions and other fees

78


82


(5

)

145


166


(13

)

Trust and investment management

110


132


(17

)

223


261


(15

)

Investment banking

485


483


-


925


928


-


Total trust and investment fees

673


697


(3

)

1,293


1,355


(5

)

Card fees

96


89


8


183


169


8


Other fees

496


506


(2

)

968


974


(1

)

Mortgage banking

75


110


(32

)

168


233


(28

)

Insurance

78


236


(67

)

157


470


(67

)

Net gains from trading activities

154


168


(8

)

379


458


(17

)

Net gains (losses) on debt securities

42


(64

)

166


43


(130

)

133


Net gains from equity securities

89


16


456


182


52


250


Other income of the segment

271


362


(25

)

814


865


(6

)

Total noninterest income

2,504


2,670


(6

)

5,251


5,566


(6

)


Total revenue

7,197


7,479


(4

)

14,476


15,056


(4

)


Provision (reversal of provision) for credit losses

(36

)

(65

)

45


(56

)

(108

)

48


Noninterest expense:


Personnel expense

1,386


1,601


(13

)

2,922


3,405


(14

)

Equipment

14


14


-


26


30


(13

)

Net occupancy

100


108


(7

)

200


216


(7

)

Core deposit and other intangibles

94


103


(9

)

189


208


(9

)

FDIC and other deposit assessments

122


120


2


244


238


3


Outside professional services

255


288


(11

)

488


529


(8

)

Operating losses

208


6


NM


216


12


NM


Other expense of the segment

2,040


1,796


14


3,912


3,565


10


Total noninterest expense

4,219


4,036


5


8,197


8,203


-


Income before income tax expense and noncontrolling interests

3,014


3,508


(14

)

6,335


6,961


(9

)

Income tax expense

379


775


(51

)

827


1,748


(53

)

Net loss from noncontrolling interests

-


(9

)

100


(2

)

(14

)

86


Net income

$

2,635


2,742


(4

)

$

5,510


5,227


5


Average loans

$

464.7


466.9


-


$

464.9


467.6


(1

)

Average deposits

414.0


462.4


(10

)

429.9


463.8


(7

)

NM - Not meaningful

Wholesale Banking reported net income of $2.6 billion in second quarter 2018, down $107 million , or 4% , from second quarter 2017 . In the first half of 2018 , net income of $5.5 billion increased $283 million , or 5% , from the same period a year ago. The 2018 results benefited from the reduced U.S. federal statutory income tax rate, while second quarter 2017 included a discrete income tax benefit resulting from our agreement to sell

Wells Fargo Insurance Services USA (WFIS). Revenue decreased $282 million , or 4% , from second quarter 2017 , and $580 million , or 4% , from the first half of 2017 , primarily due to the impact of the sale of WFIS in fourth quarter 2017, as well as lower net interest income. Net interest income decreased $116 million , or 2% , from second quarter 2017 , and $265 million, or 3% , from the first half of 2017 , as lower average loan and deposit


16

Earnings Performance ( continued )





balances and lower income on tax advantaged products were partially offset by higher interest rates. Noninterest income decreased $166 million , or 6% , from second quarter 2017 , and decreased $315 million , or 6% , from the first half of 2017 . Noninterest income decreased for both periods as the impact of the sale of WFIS, lower operating lease income and mortgage banking fees were partially offset by higher market sensitive revenue. Average loans of $464.7 billion in second quarter 2018 decreased $2.2 billion from second quarter 2017 , and average loans of $464.9 billion in the first half of 2018 decreased $2.7 billion , or 1% , from the first half of 2017 , as growth in commercial and industrial loans was more than offset by lower commercial real estate loans. Average deposits of $414.0 billion in second quarter 2018 decreased $48.4 billion , or 10% , from second quarter 2017 , and average deposits of $429.9 billion in the first half of 2018 decreased $33.9 billion , or 7% , from the first half of 2017 . The decline in average deposits for both periods was driven by actions taken in response to the asset cap included in the FRB consent order on February 2, 2018, and declines across many businesses as commercial customers allocated more cash to alternative higher-rate liquid investments. Noninterest expense increased $183 million , or 5% , from second quarter 2017 , as higher operating losses related to the foreign exchange business and higher regulatory, risk, cyber and technology expenses were partially offset by lower personnel expense largely due to the sale

of WFIS and lower variable compensation. Noninterest expense in the first half of 2018 decreased $6 million from the first half of 2017 as lower personnel expense related to the sale of WFIS and lower variable compensation was offset by higher operating losses and increased regulatory, risk, cyber and technology expenses. The provision for credit losses increased $29 million from second quarter 2017 , and $52 million from the first half of 2017 .


Wealth and Investment Management provides a full range of personalized wealth management, investment and retirement products and services to clients across U.S. based businesses including Wells Fargo Advisors, The Private Bank, Abbot Downing, Wells Fargo Institutional Retirement and Trust, and Wells Fargo Asset Management. We deliver financial planning, private banking, credit, investment management and fiduciary services to high-net worth and ultra-high-net worth individuals and families. We also serve clients' brokerage needs, supply retirement and trust services to institutional clients and provide investment management capabilities delivered to global institutional clients through separate accounts and the Wells Fargo Funds. Table 4c provides additional financial information for WIM.

Table 4c: Wealth and Investment Management

Quarter ended June 30,

Six months ended June 30,

(in millions, except average balances which are in billions)

2018


2017


% Change

2018


2017


% Change


Net interest income

$

1,111


1,171


(5

)%

$

2,223


2,312


(4

)%

Noninterest income:

Service charges on deposit accounts

5


5


-


9


10


(10

)

Trust and investment fees:

Brokerage advisory, commissions and other fees

2,284


2,255


1


4,628


4,500


3


Trust and investment management

731


712


3


1,474


1,419


4


Investment banking (1)

1


-


NM


1


(1

)

200


Total trust and investment fees

3,016


2,967


2


6,103


5,918


3


Card fees

2


2


-


3


3


-


Other fees

5


4


25


9


9


-


Mortgage banking

(2

)

(2

)

-


(5

)

(4

)

(25

)

Insurance

18


22


(18

)

36


42


(14

)

Net gains from trading activities

13


16


(19

)

32


50


(36

)

Net gains on debt securities

1


-


NM


1


-


NM


Net gains (losses) from equity securities

(203

)

36


NM


(197

)

102


NM


Other income of the segment

(15

)

5


NM


(21

)

41


NM


Total noninterest income

2,840


3,055


(7

)

5,970


6,171


(3

)

Total revenue

3,951


4,226


(7

)

8,193


8,483


(3

)

Provision (reversal of provision) for credit losses

(2

)

7


NM


(8

)

3


NM


Noninterest expense:

Personnel expense

2,037


1,980


3


4,202


4,084


3


Equipment

11


9


22


21


20


5


Net occupancy

110


108


2


219


215


2


Core deposit and other intangibles

69


72


(4

)

138


144


(4

)

FDIC and other deposit assessments

34


39


(13

)

70


79


(11

)

Outside professional services

202


193


5


400


415


(4

)

Operating losses

127


49


159


149


66


126


Other expense of the segment

771


621


24


1,452


1,252


16


Total noninterest expense

3,361


3,071


9


6,651


6,275


6


Income before income tax expense and noncontrolling interests

592


1,148


(48

)

1,550


2,205


(30

)

Income tax expense

147


436


(66

)

386


822


(53

)

Net income from noncontrolling interests

-


1


(100

)

5


7


(29

)

Net income

$

445


711


(37

)

$

1,159


1,376


(16

)

Average loans

$

74.7


71.7


4


$

74.3


71.2


4


Average deposits

167.1


190.1


(12

)

172.5


193.8


(11

)

NM – Not meaningful

(1)

Includes syndication and underwriting fees paid to Wells Fargo Securities which are offset in our Wholesale Banking segment.


17


WIM reported net income of $445 million in second quarter 2018 , down $266 million , or 37% , from second quarter 2017 . Net income for the first half of 2018 was $1.2 billion , down $217 million , or 16% , from the same period a year ago. The 2018 results benefited from the lower U.S. federal statutory income tax rate. Revenue was down $275 million , or 7%, from second quarter 2017 , and down $290 million , or 3% , from the first half of 2017 , largely due to the impairment on the announced sale of our ownership stake in RockCreek, and lower net interest income, partially offset by higher trust and investment fees. Net interest income decreased 5% from second quarter 2017 , and 4% from the first half of 2017 , primarily driven by lower deposit balances. Noninterest income decreased $215 million from second quarter 2017 , and $201 million from the first half of 2017, largely due to the impairment on the announced sale of our ownership stake in RockCreek, lower brokerage transaction revenue and deferred compensation plan investments (offset in employee benefits expense), partially offset by higher asset-based fees. Asset-based fees increased predominantly due to higher brokerage advisory account client assets driven by higher market valuations. Average loans of $74.7 billion in second quarter 2018 and $74.3 billion in the first half of 2018 increased 4% from the same periods a year ago, driven by growth in nonconforming mortgage loans. Average deposits in second quarter 2018 of $167.1 billion decreased 12% from second quarter 2017 . Average deposits in the first half of 2018 decreased 11% from the same period a year ago, as customers moved deposits into other investment alternatives. Noninterest expense was up 9% from second quarter 2017 , and up 6% from the first half of 2017 , driven by higher project and technology spending on regulatory and compliance related initiatives, higher operating losses, and higher broker commissions, partially offset by lower deferred compensation plan expense (offset in net gains from equity securities). Second quarter 2018 operating losses included $114 million of non-litigation expense related to fee calculations within certain fiduciary and custody accounts in our wealth management business. The provision for credit losses decreased $9 million from second quarter 2017 and decreased $11 million from the first half of 2017 .

The following discussions provide additional information for client assets we oversee in our retail brokerage advisory and trust and investment management business lines.


Retail Brokerage Client Assets Brokerage advisory, commissions and other fees are received for providing full-service and discount brokerage services predominantly to retail brokerage clients. Offering advisory account relationships to our brokerage clients is an important component of our broader strategy of meeting their financial needs. Although a majority of our retail brokerage client assets are in accounts that earn brokerage commissions, the fees from those accounts generally represent transactional commissions based on the number and size of transactions executed at the client's direction. Fees earned from advisory accounts are asset-based and depend on changes in the value of the client's assets as well as the level of assets resulting from inflows and outflows. A majority of our brokerage advisory, commissions and other fee income is earned from advisory accounts. Table 4d shows advisory account client assets as a percentage of total retail brokerage client assets at June 30, 2018 and 2017 .

Table 4d: Retail Brokerage Client Assets

June 30,

($ in billions)

2018


2017


Retail brokerage client assets

$

1,623.7


1,575.9


Advisory account client assets

542.6


502.5


Advisory account client assets as a percentage of total client assets

33

%

32



18

Earnings Performance ( continued )





Retail Brokerage advisory accounts include assets that are financial advisor-directed and separately managed by third-party managers, as well as certain client-directed brokerage assets where we earn a fee for advisory and other services, but do not have investment discretion. These advisory accounts generate fees as a percentage of the market value of the assets, which vary across the account types based on the distinct services provided,

and are affected by investment performance as well as asset inflows and outflows. For the second quarter of 2018 and 2017 , the average fee rate by account type ranged from 80 to 120 basis points. Table 4e presents retail brokerage advisory account client assets activity by account type for the second quarter and first half of 2018 and 2017 .

Table 4e: Retail Brokerage Advisory Account Client Assets

Quarter ended

Six months ended

(in billions)

Balance, beginning of period


Inflows (1)


Outflows (2)


Market impact (3)


Balance, end of period


Balance, beginning of period


Inflows (1)


Outflows (2)


Market impact (3)


Balance, end of period


June 30, 2018

Client directed (4)

$

168.4


8.2


(11.1

)

2.0


167.5


$

170.9


17.6


(20.3

)

(0.7

)

167.5


Financial advisor directed (5)

148.6


7.5


(9.5

)

3.4


150.0


147.0


15.6


(16.5

)

3.9


150.0


Separate accounts (6)

146.6


5.6


(7.0

)

2.0


147.2


149.1


12.4


(14.3

)

-


147.2


Mutual fund advisory (7)

76.8


3.2


(3.3

)

1.2


77.9


75.8


7.2


(6.3

)

1.2


77.9


Total advisory client assets

$

540.4


24.5


(30.9

)

8.6


542.6


542.8


52.8


(57.4

)

4.4


542.6


June 30, 2017

Client directed (4)

$

163.3


8.3


(9.6

)

1.8


163.8


159.1


20.3


(21.2

)

5.6


163.8


Financial advisor directed (5)

126.2


6.9


(6.2

)

4.8


131.7


115.7


16.3


(12.2

)

11.9


131.7


Separate accounts (6)

133.7


6.3


(6.0

)

3.7


137.7


125.7


14.5


(12.2

)

9.7


137.7


Mutual fund advisory (7)

66.9


2.9


(2.7

)

2.2


69.3


63.3


6.7


(5.7

)

5.0


69.3


Total advisory client assets

$

490.1


24.4


(24.5

)

12.5


502.5


463.8


57.8


(51.3

)

32.2


502.5


(1)

Inflows include new advisory account assets, contributions, dividends and interest.

(2)

Outflows include closed advisory account assets, withdrawals, and client management fees.

(3)

Market impact reflects gains and losses on portfolio investments.

(4)

Investment advice and other services are provided to client, but decisions are made by the client and the fees earned are based on a percentage of the advisory account assets, not the number and size of transactions executed by the client.

(5)

Professionally managed portfolios with fees earned based on respective strategies and as a percentage of certain client assets.

(6)

Professional advisory portfolios managed by Wells Fargo Asset Management or third-party asset managers. Fees are earned based on a percentage of certain client assets.

(7)

Program with portfolios constructed of load-waived, no-load and institutional share class mutual funds. Fees are earned based on a percentage of certain client assets.



19


Trust and Investment Client Assets Under Management We earn trust and investment management fees from managing and administering assets, including mutual funds, institutional separate accounts, personal trust, employee benefit trust and agency assets through our asset management, wealth and retirement businesses. Our asset management business is conducted by Wells Fargo Asset Management (WFAM), which offers Wells Fargo proprietary mutual funds and manages institutional separate accounts. Our wealth business manages assets for high net worth clients, and our retirement business

provides total retirement management, investments, and trust and custody solutions tailored to meet the needs of institutional clients. Substantially all of our trust and investment management fee income is earned from AUM where we have discretionary management authority over the investments and generate fees as a percentage of the market value of the AUM. Table 4f presents AUM activity for the second quarter and first half of 2018 and 2017 .

Table 4f: WIM Trust and Investment – Assets Under Management

Quarter ended


Six months ended

(in billions)

Balance, beginning of period


Inflows (1)


Outflows (2)


Market impact (3)


Balance, end of period


Balance, beginning of period


Inflows (1)


Outflows (2)


Market impact (3)


Balance, end of period


June 30, 2018

Assets managed by WFAM (4):



Money market funds (5)

$

105.0


2.7


-


-


107.7


$

108.2


-


(0.5

)

-


107.7


Other assets managed

391.8


20.9


(27.3

)

1.1


386.5


395.7


46.6


(56.5

)

0.7


386.5


Assets managed by Wealth and Retirement (6)

183.3


9.1


(10.3

)

1.1


183.2


186.2


19.5


(21.7

)

(0.8

)

183.2


Total assets under management

$

680.1


32.7


(37.6

)

2.2


677.4


690.1


66.1


(78.7

)

(0.1

)

677.4


June 30, 2017

Assets managed by WFAM (4):




Money market funds (5)

$

96.7


-


(2.0

)

-


94.7


102.6


-


(7.9

)

-


94.7


Other assets managed

384.4


34.2


(33.4

)

7.3


392.5


379.6


63.6


(67.6

)

16.9


392.5


Assets managed by Wealth and Retirement (6)

173.5


10.0


(11.0

)

3.1


175.6


168.5


19.4


(20.4

)

8.1


175.6


Total assets under management

$

654.6


44.2


(46.4

)

10.4


662.8


650.7


83.0


(95.9

)

25.0


662.8


(1)

Inflows include new managed account assets, contributions, dividends and interest.

(2)

Outflows include closed managed account assets, withdrawals and client management fees.

(3)

Market impact reflects gains and losses on portfolio investments.

(4)

Assets managed by WFAM consist of equity, alternative, balanced, fixed income, money market, and stable value, and include client assets that are managed or sub-advised on behalf of other Wells Fargo lines of business.

(5)

Money Market funds activity is presented on a net inflow or net outflow basis, because the gross flows are not meaningful nor used by management as an indicator of performance.

(6)

Includes $5.2 billion and $5.7 billion as of June 30, 2018 and 2017 , respectively, of client assets invested in proprietary funds managed by WFAM.



20

Balance Sheet Analysis ( continued )


Balance Sheet Analysis 

At June 30, 2018 , our assets totaled $1.88 trillion , down $72.1 billion from December 31, 2017 . Asset decline was driven by declines in interest-earning deposits with banks, available-for-sale debt securities, and loans, which decreased by $49.6 billion , $10.7 billion , and $12.5 billion , respectively, from December 31, 2017 . Total equity decreased by $2.0 billion from December 31, 2017 , predominantly due to a $3.3 billion decline in cumulative other comprehensive income, a $2.7 billion increase in treasury stock, and a $1.2 billion decline in additional paid-in capital,

partially offset by a $5.5 billion increase in retained earnings net of dividends paid.

The following discussion provides additional information about the major components of our balance sheet. Information regarding our capital and changes in our asset mix is included in the "Earnings Performance – Net Interest Income" and "Capital Management" sections and Note 22 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report.


Available-for-Sale and Held-to-Maturity Debt Securities

Table 5: Available-for-Sale and Held-to-Maturity Debt Securities

June 30, 2018

December 31, 2017

(in millions)

Amortized Cost


Net

 unrealized

gain (loss)


Fair value


Amortized Cost


Net

unrealized

gain (loss)


Fair value


Available-for-sale

268,055


(2,368

)

265,687


275,096


1,311


276,407


Held-to-maturity

144,206


(3,835

)

140,371


139,335


(350

)

138,985


Total (1)

$

412,261


(6,203

)

406,058


414,431


961


415,392


(1)

Available-for-sale debt securities are carried on the balance sheet at fair value. Held-to-maturity debt securities are carried on the balance sheet at amortized cost.

Table 5 presents a summary of our available-for-sale and held-to-maturity debt securities, which decreased $5.8 billion in balance sheet carrying value from December 31, 2017 , largely due to sales and paydowns of federal agency mortgage-backed securities, securities of U.S. states and political subdivisions, collateralized loan obligations and other asset-backed securities, partially offset by purchases of federal agency mortgage-backed securities.

The total net unrealized losses on available-for-sale debt securities were $2.4 billion at June 30, 2018 , down from net unrealized gains of $1.3 billion at December 31, 2017 , primarily due to higher long-term interest rates. For a discussion of our investment management objectives and practices, see the "Balance Sheet Analysis" section in our 2017 Form 10-K. Also, see the "Risk Management – Asset/Liability Management" section in this Report for information on our use of investments to manage liquidity and interest rate risk.

We analyze debt securities for other-than-temporary impairment (OTTI) quarterly or more often if a potential loss-triggering event occurs. In the first half of 2018 , we recognized $18 million of OTTI write-downs on debt securities. For a discussion of our OTTI accounting policies and underlying considerations and analysis see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K and Note 5 (Debt Securities) to Financial Statements in this Report.

At June 30, 2018 , debt securities included $53.9 billion of municipal bonds, of which 95.6% were rated "A-" or better based largely on external and, in some cases, internal ratings. Additionally, some of the debt securities in our total municipal bond portfolio are guaranteed against loss by bond insurers. These guaranteed bonds are predominantly investment grade and were generally underwritten in accordance with our own investment standards prior to the determination to purchase, without relying on the bond insurer's guarantee in making the investment decision. The credit quality of our municipal bond holdings are monitored as part of our ongoing impairment analysis.

The weighted-average expected maturity of debt securities available-for-sale was 6.0 years at June 30, 2018 . The expected remaining maturity is shorter than the remaining contractual maturity for the 61% of this portfolio that is MBS because borrowers generally have the right to prepay obligations before the underlying mortgages mature. The estimated effects of a 200 basis point increase or decrease in interest rates on the fair value and the expected remaining maturity of the MBS available-for-sale portfolio are shown in Table 6 .

Table 6: Mortgage-Backed Securities Available for Sale

(in billions)

Fair value


Net unrealized gain (loss)


Expected remaining maturity

(in years)


At June 30, 2018

Actual

$

162.8


(3.6

)

6.2


Assuming a 200 basis point:

Increase in interest rates

144.6


(21.8

)

8.2


Decrease in interest rates

175.0


8.6


3.5


The weighted-average expected maturity of debt securities held-to-maturity was 6.3 years at June 30, 2018 . See Note 5 (Debt Securities) to Financial Statements in this Report for a summary of debt securities by security type.




21


Loan Portfolios

Table 7 provides a summary of total outstanding loans by portfolio segment. Total loans decreased $12.5 billion from December 31, 2017 , with a decline in commercial real estate loans reflecting continued credit discipline, partially offset with growth in commercial and industrial loans. The decrease in loans also reflected paydowns, sales of 1-4 family first mortgage PCI Pick-a-

Pay loans, a continued decline in junior lien mortgage loans, seasonal declines in credit card balances, reclassification of automobile loans of Reliable Financial Services, Inc. to loans held for sale, and an expected decline in automobile loans as stable originations were more than offset by paydowns.


Table 7: Loan Portfolios

(in millions)

June 30, 2018


December 31, 2017


Commercial

$

503,105


503,388


Consumer

441,160


453,382


Total loans

$

944,265


956,770


Change from prior year-end

$

(12,505

)

(10,834

)


A discussion of average loan balances and a comparative detail of average loan balances is included in Table 1 under "Earnings Performance – Net Interest Income" earlier in this Report. Additional information on total loans outstanding by portfolio segment and class of financing receivable is included in the "Risk Management – Credit Risk Management" section in this Report. Period-end balances and other loan related

information are in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report. 

Table 8 shows contractual loan maturities for loan categories normally not subject to regular periodic principal reduction and the contractual distribution of loans in those categories to changes in interest rates.

Table 8: Maturities for Selected Commercial Loan Categories

June 30, 2018

December 31, 2017

(in millions)

Within

one

 year


After one

year

through

five years


After

 five

years


Total


Within

one

year


After one

year

through

 five years


After

five

years


Total


Selected loan maturities:

Commercial and industrial

$

102,291


209,501


24,798


336,590


105,327


201,530


26,268


333,125


Real estate mortgage

17,629


64,742


41,593


123,964


20,069


64,384


42,146


126,599


Real estate construction

9,050


12,606


1,281


22,937


9,555


13,276


1,448


24,279


Total selected loans

$

128,970


286,849


67,672


483,491


134,951


279,190


69,862


484,003


Distribution of loans to changes in interest

rates:

Loans at fixed interest rates

$

16,404


28,228


27,852


72,484


18,587


30,049


26,748


75,384


Loans at floating/variable interest rates

112,566


258,621


39,820


411,007


116,364


249,141


43,114


408,619


Total selected loans

$

128,970


286,849


67,672


483,491


134,951


279,190


69,862


484,003




22

Balance Sheet Analysis ( continued )


Deposits

Deposits were $1.3 trillion at June 30, 2018 , down $67.1 billion from December 31, 2017 , due to a decrease in commercial deposits from financial institutions and consumer and small business banking deposits. The decline in commercial deposits from financial institutions was due to actions taken in response to the asset cap included in the consent order issued by the Board of Governors of the Federal Reserve System on February 2, 2018, and declines across many businesses as commercial customers

allocated more cash to alternative higher-rate liquid investments. The decline in consumer and small business banking deposits was due to seasonal outflows and market-driven changes due to movements in interest rates. Table 9 provides additional information regarding deposits. Information regarding the impact of deposits on net interest income and a comparison of average deposit balances is provided in the "Earnings Performance – Net Interest Income" section and Table 1 earlier in this Report. 

Table 9: Deposits

($ in millions)

Jun 30,
2018


% of

total

deposits


Dec 31,
2017


% of
total
deposits



% Change


Noninterest-bearing

$

365,021


29

%

$

373,722


28

%

(2

)

Interest-bearing checking

52,311


4


51,928


4


1


Market rate and other savings

694,758


54


690,168


52


1


Savings certificates

20,108


2


20,415


2


(2

)

Other time deposits

85,490


7


71,715


4


19


Deposits in foreign offices (1)

51,176


4


128,043


10


(60

)

Total deposits

$

1,268,864


100

%

$

1,335,991


100

%

(5

)

(1)

Includes Eurodollar sweep balances of $24.6 billion and $80.1 billion at June 30, 2018 , and December 31, 2017 , respectively.


Fair Value of Financial Instruments

We use fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. See the "Critical Accounting Policies" section in our 2017 Form 10-K and Note 15 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for a description of our critical accounting policy related to fair value of financial instruments and a discussion of our fair value measurement techniques.

Table 10 presents the summary of the fair value of financial instruments recorded at fair value on a recurring basis, and the amounts measured using significant Level 3 inputs (before derivative netting adjustments). The fair value of the remaining assets and liabilities were measured using valuation methodologies involving market-based or market-derived information (collectively Level 1 and 2 measurements).

Table 10: Fair Value Level 3 Summary

June 30, 2018

December 31, 2017

($ in billions)

Total

balance


Level 3 (1)


Total

balance


Level 3 (1)


Assets carried

at fair value

$

410.2


27.1


416.6


24.9


As a percentage

of total assets

22

%

1


21


1


Liabilities carried

at fair value

$

30.3


2.1


27.3


2.0


As a percentage of

total liabilities

2

%

*


2


*


* Less than 1%.

(1)

Before derivative netting adjustments.


See Note 15 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for additional information on fair value measurements and a description of the Level 1, 2 and 3 fair value hierarchy.


Equity

Total equity was $206.1 billion at June 30, 2018 , compared with $208.1 billion at December 31, 2017 . The decrease was driven by a $3.3 billion decline in cumulative other comprehensive income predominantly due to fair value adjustments to available-for-sale securities caused by an increase in long-term interest rates, a $2.7 billion increase in treasury stock, and a $1.2 billion decline in additional paid-in capital, partially offset by a $5.5 billion increase in retained earnings net of dividends paid.




23



Off-Balance Sheet Arrangements

In the ordinary course of business, we engage in financial transactions that are not recorded on the balance sheet, or may be recorded on the balance sheet in amounts that are different from the full contract or notional amount of the transaction. Our off-balance sheet arrangements include commitments to lend and purchase debt and equity securities, transactions with unconsolidated entities, guarantees, derivatives, and other commitments. These transactions are designed to (1) meet the financial needs of customers, (2) manage our credit, market or liquidity risks, and/or (3) diversify our funding sources.

Commitments to Lend and Purchase Debt and Equity Securities

We enter into commitments to lend funds to customers, which are usually at a stated interest rate, if funded, and for specific purposes and time periods. When we make commitments, we are exposed to credit risk. However, the maximum credit risk for these commitments will generally be lower than the contractual amount because a significant portion of these commitments is expected to expire without being used by the customer. For more information on lending commitments, see Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report. We also enter into commitments to purchase securities under resale agreements. For more information on commitments to purchase securities under resale agreements, see Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments) to Financial Statements in this Report. We also may enter into commitments to purchase debt and equity securities to provide capital for customers' funding, liquidity or other future needs. For more information, see the "Off-Balance Sheet Arrangements – Contractual Cash Obligations" section in our 2017 Form 10-K and Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments) to Financial Statements in this Report.

Transactions with Unconsolidated Entities

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs), which are corporations, trusts, limited liability companies or partnerships that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions and are considered variable interest entities (VIEs). For more information on securitizations, including sales proceeds and cash flows from securitizations, see Note 9 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

Guarantees and Certain Contingent Arrangements

Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of standby letters of credit, securities lending and other indemnifications, written put options, recourse obligations and other types of arrangements. For more information on guarantees and certain contingent arrangements, see Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments) to Financial Statements in this Report.


Derivatives

We use derivatives to manage exposure to market risk, including interest rate risk, credit risk and foreign currency risk, and to assist customers with their risk management objectives. Derivatives are recorded on the balance sheet at fair value, and volume can be measured in terms of the notional amount, which is generally not exchanged but is used only as the basis on which interest and other payments are determined. The notional amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. For more information on derivatives, see Note 14 (Derivatives) to Financial Statements in this Report.

Other Commitments

We also have other off-balance sheet transactions, including obligations to make rental payments under noncancelable operating leases. Our operating lease obligations are discussed in Note 7 (Premises, Equipment, Lease Commitments and Other Assets) to Financial Statements in our 2017 Form 10-K.



24


Risk Management

Wells Fargo manages a variety of risks that can significantly affect our financial performance and our ability to meet the expectations of our customers, stockholders, regulators and other stakeholders. Among the significant risks that we manage are conduct risk, operational risk, compliance risk, credit risk, and asset/liability management related risks, which include interest rate risk, market risk, liquidity risk, and funding related risks. We operate under a Board-level approved risk framework which outlines our company-wide approach to risk management and oversight, and describes the structures and practices employed to manage current and emerging risks inherent to Wells Fargo. We are currently in the process of enhancing our approach to risk management and oversight to further emphasize the role of risk management when setting corporate strategy and to further simplify and integrate certain risk management organizational, governance and reporting practices. For more information about how we manage these risks, see the "Risk Management" section in our 2017 Form 10-K. The discussion that follows provides an update regarding these risks.

Conduct Risk Management

Conduct risk is the risk resulting from behavior that does not comply with the Company's values or ethical principles.

Our Board has enhanced its oversight of conduct risk to oversee the alignment of team member conduct to the Company's risk appetite (which the Board approves annually) and culture as reflected in our Vision, Values and Goals and Code of Ethics and Business Conduct. The Board's Risk Committee has primary oversight responsibility for company-wide conduct risk, while certain other Board committees have primary oversight responsibility for specific components of conduct risk. For example, the conduct risk oversight responsibilities of the Board's Human Resources Committee include the Company's human capital management, company-wide culture, the Ethics Oversight program (including the Company's Code of Ethics and Business Conduct), and oversight of our company-wide incentive compensation risk management program.

At the management level, the Conduct Management Office has primary oversight responsibility for key elements of conduct risk, including internal investigations, sales practices oversight, complaints oversight, and ethics oversight. This office reports and is accountable to the Chief Risk Officer (CRO) and the Enterprise Risk Management Committee and also has direct escalation and informational reporting paths to the relevant Board committees.


Operational Risk Management

Operational risk is the risk resulting from inadequate or failed internal controls and processes, people and systems, or resulting from external events. Operational risk is inherent in all Wells Fargo products and services as it often arises in the presence of other risk types.

The Board's Risk Committee has primary oversight responsibility for all aspects of operational risk. In this capacity, it reviews and approves significant supporting operational risk policies and programs, including the Company's business continuity, financial crimes, information security, privacy, technology, and third-party risk management policies and programs. In addition, it periodically reviews updates from management on the overall state of operational risk, including all related programs and risk types.

At the management level, the Operational Risk Group has

primary oversight responsibility for operational risk. This group reports and is accountable to the CRO and the Enterprise Risk Management Committee, and existing management-level committees with primary oversight responsibility for key elements of operational risk report to it while maintaining relevant dual escalation and informational reporting paths to Board-level committees.

Information security is a significant operational risk for financial institutions such as Wells Fargo, and includes the risk of losses resulting from cyber attacks. Our Board is actively engaged in the oversight of our Company's information security risk management and cyber defense programs. The Board's Risk Committee has primary oversight responsibility for information security and receives regular updates and reporting from management on information and cyber security matters, including information related to any third-party assessments of the Company's cyber program. In addition, the Risk Committee annually approves the Company's information security program, which includes the cyber defense program and information security policy. In 2017, the Risk Committee also formed a Technology Subcommittee to provide focused oversight of technology, information security and cyber risks as well as data governance and management. The Technology Subcommittee reports to the Risk Committee and updates are provided by the Risk Committee to the full Board.

Wells Fargo and other financial institutions continue to be the target of various evolving and adaptive cyber attacks, including malware and denial-of-service, as part of an effort to disrupt the operations of financial institutions, potentially test their cybersecurity capabilities, commit fraud, or obtain confidential, proprietary or other information. Cyber attacks have also focused on targeting online applications and services, such as online banking, as well as cloud-based services provided by third parties, and have targeted the infrastructure of the internet causing the widespread unavailability of websites and degrading website performance. Wells Fargo has not experienced any material losses relating to these or other cyber attacks. Addressing cybersecurity risks is a priority for Wells Fargo, and we continue to develop and enhance our controls, processes and systems in order to protect our networks, computers, software and data from attack, damage or unauthorized access. We are also proactively involved in industry cybersecurity efforts and working with other parties, including our third-party service providers and governmental agencies, to continue to enhance defenses and improve resiliency to cybersecurity threats. See the "Risk Factors" section in our 2017 Form 10-K for additional information regarding the risks associated with a failure or breach of our operational or security systems or infrastructure, including as a result of cyber attacks.


Compliance Risk Management

Compliance risk is the risk resulting from the failure to comply with applicable laws, regulations, rules, or other regulatory requirements, or the failure to appropriately address and limit violations of law and any associated harm to customers. Compliance risk encompasses compliance with the applicable standards of self-regulatory organizations as well as with internal policies and procedures.

The Board's Risk Committee has primary oversight responsibility for compliance risk. In 2017, the Risk Committee also formed a Compliance Subcommittee to provide focused oversight of compliance risk. The Compliance Subcommittee


25


reports to the Risk Committee and updates are provided by the Risk Committee to the full Board.

At the management level, Wells Fargo Compliance has primary oversight responsibility for compliance risk. This management-level organization reports and is accountable to the CRO and the Enterprise Risk Management Committee and also has a direct escalation and information reporting path to the Board's Risk Committee. We continue to enhance our oversight of operational and compliance risk management, including as required by the FRB's February 2, 2018, and the CFPB/OCC's April 20, 2018, consent orders.


Credit Risk Management

We define credit risk as the risk of loss associated with a borrower or counterparty default (failure to meet obligations in accordance with agreed upon terms). Credit risk exists with many of our assets and exposures such as debt security holdings, certain derivatives, and loans. The following discussion focuses on our loan portfolios, which represent the largest component of assets on our balance sheet for which we have credit risk.  Table 11 presents our total loans outstanding by portfolio segment and class of financing receivable.

Table 11: Total Loans Outstanding by Portfolio Segment and Class of Financing Receivable

(in millions)

Jun 30, 2018


Dec 31, 2017


Commercial:

Commercial and industrial

$

336,590


333,125


Real estate mortgage

123,964


126,599


Real estate construction

22,937


24,279


Lease financing

19,614


19,385


Total commercial

503,105


503,388


Consumer:

Real estate 1-4 family first mortgage

283,001


284,054


Real estate 1-4 family junior lien mortgage

36,542


39,713


Credit card

36,684


37,976


Automobile

47,632


53,371


Other revolving credit and installment

37,301


38,268


Total consumer

441,160


453,382


Total loans

$

944,265


956,770



We manage our credit risk by establishing what we believe are sound credit policies for underwriting new business, while monitoring and reviewing the performance of our existing loan portfolios. We employ various credit risk management and monitoring activities to mitigate risks associated with multiple risk factors affecting loans we hold, could acquire or originate including:

Loan concentrations and related credit quality

Counterparty credit risk

Economic and market conditions

Legislative or regulatory mandates

Changes in interest rates

Merger and acquisition activities

Reputation risk


Our credit risk management oversight process is governed centrally, but provides for decentralized management and accountability by our lines of business. Our overall credit process includes comprehensive credit policies, disciplined credit

underwriting, frequent and detailed risk measurement and modeling, extensive credit training programs, and a continual loan review and audit process.

A key to our credit risk management is adherence to a well-controlled underwriting process, which we believe is appropriate for the needs of our customers as well as investors who purchase the loans or securities collateralized by the loans.

Credit Quality Overview Solid credit quality continued in second quarter 2018 , as our net charge-off rate remained low at 0.26% (annualized) of average total loans. We continued to benefit from improvements in the performance of our residential real estate portfolio as well as seasonally lower automobile and credit card losses. In particular:

Nonaccrual loans were $7.5 billion at June 30, 2018 , down from $8.0 billion at December 31, 2017 . Commercial nonaccrual loans declined to $2.5 billion at June 30, 2018 , compared with $2.6 billion at December 31, 2017 , and consumer nonaccrual loans declined to $5.0 billion at June 30, 2018 , compared with $5.4 billion at December 31, 2017 . The decline in nonaccrual loans reflected an improved housing market and improvement in commercial and industrial loans. Nonaccrual loans represented 0.79% of total loans at June 30, 2018 , compared with 0.84% at December 31, 2017 .

Net charge-offs (annualized) as a percentage of average total loans decreased to 0.26% and 0.29% in the second quarter and first half of 2018 , respectively, compared with 0.27% and 0.31% for the same periods a year ago. Net charge-offs (annualized) as a percentage of our average commercial and consumer portfolios were 0.05% and 0.49% in the second quarter and 0.06% and 0.54% in the first half of 2018 , respectively, compared with 0.06% and 0.51% in the second quarter and 0.09% and 0.55% in the first half of 2017 .

Loans that are not government insured/guaranteed and 90 days or more past due and still accruing were $49 million and $793 million in our commercial and consumer portfolios, respectively, at June 30, 2018 , compared with $49 million and $1.0 billion at December 31, 2017 .

Our provision for credit losses was $452 million and $643 million in the second quarter and first half of 2018 , respectively, compared with $555 million and $1.2 billion for the same periods a year ago.

The allowance for credit losses totaled $11.1 billion , or 1.18% of total loans, at June 30, 2018 , down from $12.0 billion , or 1.25% , at December 31, 2017 .


Additional information on our loan portfolios and our credit quality trends follows.


PURCHASED CREDIT-IMPAIRED (PCI) LOANS Loans acquired with evidence of credit deterioration since their origination and where it is probable that we will not collect all contractually required principal and interest payments are PCI loans. Substantially all of our PCI loans were acquired in the Wachovia acquisition on December 31, 2008. PCI loans are recorded at fair value at the date of acquisition, and the historical allowance for credit losses related to these loans is not carried over. The carrying value of PCI loans at June 30, 2018 , totaled $9.0 billion , compared with $12.8 billion at December 31, 2017 , and $58.8 billion at December 31, 2008. The decrease from December 31, 2017, was due to the sale of $1.6 billion of Pick-a-Pay PCI loans in first quarter 2018 and $1.3 billion in second quarter 2018, as well as prepayments observed in our Pick-a-Pay PCI portfolio. PCI loans are considered to be accruing due to the


26


existence of the accretable yield amount, which represents the cash expected to be collected in excess of their carrying value, and not based on consideration given to contractual interest payments. The accretable yield at June 30, 2018 , was $5.7 billion .

A nonaccretable difference is established for PCI loans to absorb losses expected on the contractual amounts of those loans in excess of the fair value recorded at the date of acquisition. Amounts absorbed by the nonaccretable difference do not affect the income statement or the allowance for credit losses. At June 30, 2018 , $313 million in nonaccretable difference remained to absorb losses on PCI loans.

For additional information on PCI loans, see the "Risk Management – Credit Risk Management – Real Estate 1-4 Family First and Junior Lien Mortgage Loans – Pick-a-Pay Portfolio" section in this Report, Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K, and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.


Significant Loan Portfolio Reviews Measuring and monitoring our credit risk is an ongoing process that tracks delinquencies, collateral values, Fair Isaac Corporation (FICO) scores, economic trends by geographic areas, loan-level risk grading for certain portfolios (typically commercial) and other indications of credit risk. Our credit risk monitoring process is designed to enable early identification of developing risk and to support our determination of an appropriate allowance for credit losses. The following discussion provides additional characteristics and analysis of our significant portfolios. See Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for more analysis and credit metric information for each of the following portfolios.


COMMERCIAL AND INDUSTRIAL LOANS AND LEASE FINANCING For purposes of portfolio risk management, we aggregate commercial and industrial loans and lease financing according to market segmentation and standard industry codes. We generally subject commercial and industrial loans and lease financing to individual risk assessment using our internal borrower and collateral quality ratings. Our ratings are aligned to regulatory definitions of pass and criticized categories with criticized segmented among special mention, substandard, doubtful and loss categories.

The commercial and industrial loans and lease financing portfolio totaled $356.2 billion , or 38% of total loans, at June 30, 2018 . The annualized net charge-off rate for this portfolio was 0.08% and 0.10% in the second quarter and first half of 2018 , respectively, compared with 0.10% and 0.15% for the same periods a year ago. At June 30, 2018 , 0.46% of this portfolio was nonaccruing, compared with 0.56% at December 31, 2017 , reflecting a decrease of $336 million in nonaccrual loans, predominantly due to improvement in the oil and gas portfolio. Also, $16.7 billion of the commercial and industrial loan and lease financing portfolio was internally classified as criticized in accordance with regulatory guidance at June 30, 2018 , compared with $17.9 billion at December 31, 2017 . The decrease in criticized loans, which also includes the decrease in nonaccrual loans, was predominantly due to improvement in the oil and gas portfolio.

Most of our commercial and industrial loans and lease financing portfolio is secured by short-term assets, such as accounts receivable, inventory and debt securities, as well as long-lived assets, such as equipment and other business assets. Generally, the collateral securing this portfolio represents a secondary source of repayment.

Table 12 provides a breakout of commercial and industrial loans and lease financing by industry, and includes $62.8 billion of foreign loans at June 30, 2018 . Foreign loans totaled $20.4 billion within the investor category, $18.3 billion within the financial institutions category and $1.3 billion within the oil and gas category.

The investors category includes loans to special purpose vehicles (SPVs) formed by sponsoring entities to invest in financial assets backed predominantly by commercial and residential real estate or corporate cash flow, and are repaid from the asset cash flows or the sale of assets by the SPV. We limit loan amounts to a percentage of the value of the underlying assets, as determined by us, based on analysis of underlying credit risk and other factors such as asset duration and ongoing performance.

We provide financial institutions with a variety of relationship focused products and services, including loans supporting short-term trade finance and working capital needs. The $18.3 billion of foreign loans in the financial institutions category were mostly originated by our Financial Institutions business.

The oil and gas loan portfolio totaled $12.4 billion , or 1% of total outstanding loans, at June 30, 2018 , compared with $12.5 billion , or 1% of total outstanding loans, at December 31, 2017 . Oil and gas nonaccrual loans decreased to $687 million at June 30, 2018 , compared with $1.1 billion at December 31, 2017 , due to improved portfolio performance.

Table 12: Commercial and Industrial Loans and Lease Financing by Industry (1)

June 30, 2018

(in millions)

Nonaccrual

loans


Total

portfolio


(2)

% of

total

loans


Investors

$

9


65,201


7

%

Financial institutions

2


39,632


4


Cyclical retailers

189


27,016


3


Food and beverage

11


17,153


2


Healthcare

45


16,702


2


Industrial equipment

94


14,742


2


Technology

21


14,672


2


Real estate lessor

7


14,080


1


Oil and gas

687


12,444


1


Business services

29


8,961


1


Transportation

115


8,906


1


Public administration

6


8,173


1


Other

424


108,522


(3)

11


Total

$

1,639


356,204


38

%

(1)

Industry categories are based on the North American Industry Classification System and the amounts reported include foreign loans. See Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for a breakout of commercial foreign loans.

(2)

Includes $79 million of PCI loans, which are considered to be accruing due to the existence of the accretable yield and not based on consideration given to contractual interest payments.

(3)

No other single industry had total loans in excess of $6.4 billion . 


27


COMMERCIAL REAL ESTATE (CRE) We generally subject CRE loans to individual risk assessment using our internal borrower and collateral quality ratings. Our ratings are aligned to regulatory definitions of pass and criticized categories with criticized segmented among special mention, substandard, doubtful and loss categories. The CRE portfolio, which included $8.2 billion of foreign CRE loans, totaled $146.9 billion , or 16% of total loans, at June 30, 2018 , and consisted of $124.0 billion of mortgage loans and $22.9 billion of construction loans.

Table 13 summarizes CRE loans by state and property type with the related nonaccrual totals. The portfolio is diversified both geographically and by property type. The largest geographic

concentrations of CRE loans are in California, New York, Florida and Texas, which combined represented 49% of the total CRE portfolio. By property type, the largest concentrations are office buildings at 28% and apartments at 16% of the portfolio. CRE nonaccrual loans totaled 0.6% of the CRE outstanding balance at June 30, 2018 , compared with 0.4% at December 31, 2017 . At June 30, 2018 , we had $4.8 billion of criticized CRE mortgage loans, compared with $4.3 billion at December 31, 2017 , and $245 million of criticized CRE construction loans, compared with $298 million at December 31, 2017 .


Table 13: CRE Loans by State and Property Type

June 30, 2018

Real estate mortgage

Real estate construction

Total

(in millions)

Nonaccrual

loans


Total

portfolio


Nonaccrual

loans


Total

portfolio


Nonaccrual

loans


Total

portfolio


% of

total

loans


By state:

California

$

184


35,545


15


4,279


199


39,824


4

%

New York

11


10,311


-


2,437


11


12,748


1


Florida

31


7,745


2


2,154


33


9,899


1


Texas

186


8,125


-


1,771


186


9,896


1


North Carolina

33


4,012


6


929


39


4,941


1


Arizona

26


4,430


-


408


26


4,838


1


Georgia

13


3,529


1


759


14


4,288


*


Illinois

6


3,532


-


550


6


4,082


*


Virginia

11


2,913


-


885


11


3,798


*


Washington

19


3,230


3


539


22


3,769


*


Other

245


40,592


24


8,226


269


48,818


(1)

5


Total

$

765


123,964


51


22,937


816


146,901


16

%

By property:

Office buildings

$

120


38,510


6


2,906


126


41,416


4

%

Apartments

16


15,375


-


7,508


16


22,883


2


Industrial/warehouse

140


15,053


6


1,792


146


16,845


2


Retail (excluding shopping center)

85


15,857


3


663


88


16,520


2


Shopping center

45


11,541


-


1,294


45


12,835


1


Hotel/motel

18


8,894


-


1,918


18


10,812


1


Mixed use properties (2)

197


6,398


6


205


203


6,603


1


Institutional

51


3,674


-


1,743


51


5,417


1


Agriculture

41


2,454


-


20


41


2,474


*


1-4 family structure

-


10


11


2,300


11


2,310


*


Other

52


6,198


19


2,588


71


8,786


1


Total

$

765


123,964


51


22,937


816


146,901


16

%

*

Less than 1%.

(1) Includes 40 states; no state had loans in excess of $3.4 billion .

(2)

Mixed use properties are primarily owner occupied real estate, including data centers, flexible space leased to multiple tenants, light manufacturing and other specialized use properties.



28

Risk Management - Credit Risk Management (continued)


FOREIGN LOANS AND COUNTRY RISK EXPOSURE We classify loans for financial statement and certain regulatory purposes as foreign primarily based on whether the borrower's primary address is outside of the United States. At June 30, 2018 , foreign loans totaled $71.4 billion , representing approximately 8% of our total consolidated loans outstanding, compared with $70.4 billion , or approximately 7% of total consolidated loans outstanding, at December 31, 2017 . Foreign loans were approximately 4%  of our consolidated total assets at June 30, 2018 and at December 31, 2017 .

Our country risk monitoring process incorporates frequent dialogue with our financial institution customers, counterparties and regulatory agencies, enhanced by centralized monitoring of macroeconomic and capital markets conditions in the respective countries. We establish exposure limits for each country through a centralized oversight process based on customer needs, and in consideration of relevant economic, political, social, legal, and transfer risks. We monitor exposures closely and adjust our country limits in response to changing conditions.

We evaluate our individual country risk exposure based on our assessment of the borrower's ability to repay, which gives consideration for allowable transfers of risk such as guarantees and collateral and may be different from the reporting based on the borrower's primary address. Our largest single foreign country exposure based on our assessment of risk at June 30, 2018 , was the United Kingdom, which totaled $29.1 billion , or approximately 2% of our total assets, and included $3.0 billion of sovereign claims. Our United Kingdom sovereign claims arise predominantly from deposits we have placed with the Bank of England pursuant to regulatory requirements in support of our London branch. The United Kingdom officially announced its intention to leave the European Union (Brexit) on March 29, 2017, starting the two-year negotiation process leading to its departure. We continue to conduct assessments and are executing our implementation plans to ensure we can continue to prudently serve our customers post-Brexit.

Table 14 provides information regarding our top 20 exposures by country (excluding the U.S.) and our Eurozone exposure, based on our assessment of risk, which gives consideration to the country of any guarantors and/or underlying collateral. Our exposure to Puerto Rico (considered part of U.S. exposure) is primarily through automobile lending and was not material to our consolidated country exposure. In first quarter 2018, we entered into an agreement to sell certain assets and liabilities of our automobile financing business in Puerto Rico, which is expected to close in third quarter 2018.



29


Table 14: Select Country Exposures

June 30, 2018

Lending (1)

Securities (2)

Derivatives and other (3)

Total exposure

(in millions)

Sovereign


Non-

sovereign


Sovereign


Non-

sovereign


Sovereign


Non-

sovereign


Sovereign


Non-

sovereign (4)


Total


Top 20 country exposures:

United Kingdom

$

2,950


22,208


-


1,415


3


2,492


2,953


26,115


29,068


Canada

30


16,809


28


410


-


664


58


17,883


17,941


Cayman Islands

-


7,184


-


-


-


162


-


7,346


7,346


Ireland

-


3,742


-


213


-


75


-


4,030


4,030


Germany

2,158


1,272


3


50


-


415


2,161


1,737


3,898


Bermuda

-


2,938


-


106


-


102


-


3,146


3,146


Netherlands

-


2,269


21


346


2


121


23


2,736


2,759


China

-


2,347


(3

)

105


11


25


8


2,477


2,485


Luxembourg

-


1,567


-


662


-


158


-


2,387


2,387


Guernsey

-


2,374


-


1


-


4


-


2,379


2,379


India

-


2,047


-


161


-


-


-


2,208


2,208


Brazil

-


1,844


(1

)

5


-


6


(1

)

1,855


1,854


Japan

299


1,386


4


44


-


58


303


1,488


1,791


Australia

-


1,409


-


93


-


53


-


1,555


1,555


Chile

-


1,388


-


4


-


1


-


1,393


1,393


Switzerland

-


1,159


-


(11

)

-


28


-


1,176


1,176


South Korea

-


1,087


(1

)

55


2


6


1


1,148


1,149


Virgin Islands (British)

-


1,059


-


25


-


-


-


1,084


1,084


France

-


720


-


92


-


174


-


986


986


Hong Kong

-


892


-


24


8


1


8


917


925


Total top 20 country exposures

$

5,437


75,701


51


3,800


26


4,545


5,514


84,046


89,560


Eurozone exposure:

Eurozone countries included in Top 20 above (5)

$

2,158


9,570


24


1,363


2


943


2,184


11,876


14,060


Austria

-


644


-


2


-


-


-


646


646


Spain

-


324


-


90


-


32


-


446


446


Finland

-


245


-


32


-


-


-


277


277


Other Eurozone exposure (6)

23


450


-


(39

)

-


15


23


426


449


Total Eurozone exposure

$

2,181


11,233


24


1,448


2


990


2,207


13,671


15,878


(1)

Lending exposure includes funded loans and unfunded commitments, leveraged leases, and money market placements presented on a gross basis prior to the deduction of impairment allowance and collateral received under the terms of the credit agreements. For the countries listed above, there are $570 million in defeased leases secured significantly by U.S. Treasury and government agency securities.

(2)

Represents exposure on debt and equity securities of foreign issuers. Long and short positions are netted and net short positions are reflected as negative exposure.

(3)

Represents counterparty exposure on foreign exchange and derivative contracts, and securities resale and lending agreements. This exposure is presented net of counterparty netting adjustments and reduced by the amount of cash collateral. It includes credit default swaps (CDS) predominantly used for market making activities in the U.S. and London based trading businesses, which sometimes results in selling and purchasing protection on the identical reference entities. Generally, we do not use market instruments such as CDS to hedge the credit risk of our investment or loan positions, although we do use them to manage risk in our trading businesses At June 30, 2018 , the gross notional amount of our CDS sold that reference assets in the Top 20 or Eurozone countries was $327 million , which was offset by the notional amount of CDS purchased of $267 million . We did not have any CDS purchased or sold that reference pools of assets that contain sovereign debt or where the reference asset was solely the sovereign debt of a foreign country.

(4)

For countries presented in the table, total non-sovereign exposure comprises $43.9 billion exposure to financial institutions and $41.9 billion to non-financial corporations at June 30, 2018 .

(5)

Consists of exposure to Ireland, Germany, Netherlands, Luxembourg, and France included in Top 20.

(6)

Includes non-sovereign exposure to Italy, Portugal, and Greece in the amount of $120 million , $11 million and $4 million , respectively. We had no sovereign debt exposure to Greece, and the sovereign exposure to Italy and Portugal was immaterial at June 30, 2018 .


30

Risk Management - Credit Risk Management (continued)


REAL ESTATE 1-4 FAMILY FIRST AND JUNIOR LIEN MORTGAGE LOANS Our real estate 1-4 family first and junior lien mortgage loans, as presented in Table 15 , include loans we have made to customers and retained as part of our asset/liability management strategy, the Pick-a-Pay portfolio acquired from

Wachovia which is discussed later in this Report and other purchased loans, and loans included on our balance sheet as a result of consolidation of variable interest entities (VIEs).

Table 15: Real Estate 1-4 Family First and Junior Lien Mortgage Loans

June 30, 2018

December 31, 2017

(in millions)

Balance


% of

portfolio


Balance


% of

portfolio


Real estate 1-4 family first mortgage

$

283,001


89

%

$

284,054


88

%

Real estate 1-4 family junior lien mortgage

36,542


11


39,713


12


Total real estate 1-4 family mortgage loans

$

319,543


100

%

$

323,767


100

%


The real estate 1-4 family mortgage loan portfolio includes some loans with adjustable-rate features and some with an interest-only feature as part of the loan terms. Interest-only loans were approximately 4% of total loans at both June 30, 2018 , and December 31, 2017 . We believe we have manageable adjustable-rate mortgage (ARM) reset risk across our owned mortgage loan portfolios. We do not offer option ARM products, nor do we offer variable-rate mortgage products with fixed payment amounts, commonly referred to within the financial services industry as negative amortizing mortgage loans. The option ARMs we do have are included in the Pick-a-Pay portfolio which was acquired from Wachovia. Since our acquisition of the Pick-a-Pay loan portfolio at the end of 2008, the option payment portion of the portfolio has reduced from 86% to 41% at June 30, 2018 , as a result of our modification and loss mitigation efforts. For more information, see the "Pick-a-Pay Portfolio" section in this Report.

We continue to modify real estate 1-4 family mortgage loans to assist homeowners and other borrowers experiencing financial difficulties. For more information on our modification programs, see the "Risk Management – Credit Risk Management – Real Estate 1-4 Family First and Junior Lien Mortgage Loans" section in our 2017 Form 10-K.

Part of our credit monitoring includes tracking delinquency, current FICO scores and loan/combined loan to collateral values (LTV/CLTV) on the entire real estate 1-4 family mortgage loan portfolio. These credit risk indicators, which exclude government insured/guaranteed loans, continued to improve in second quarter 2018 on the non-PCI mortgage portfolio. Loans 30 days or more delinquent at June 30, 2018 , totaled $4.3 billion , or 1% of total non-PCI mortgages, compared with $5.3 billion , or 2% , at December 31, 2017 . Loans with FICO scores lower than 640 totaled $10.3 billion , or 3% of total non-PCI mortgages at June 30, 2018 , compared with $11.7 billion , or 4% , at December 31, 2017 . Mortgages with a LTV/CLTV greater than 100% totaled $5.0 billion at June 30, 2018 , or 2% of total non-PCI mortgages, compared with $6.1 billion , or 2% , at December 31, 2017 . Information regarding credit quality indicators, including PCI credit quality indicators, can be found in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Real estate 1-4 family first and junior lien mortgage loans by state are presented in Table 16 . Our real estate 1-4 family non-PCI mortgage loans to borrowers in California represented 12% of total loans at June 30, 2018 , located predominantly within the larger metropolitan areas, with no single California metropolitan area consisting of more than 4% of total loans. We monitor changes in real estate values and underlying economic or market conditions for all geographic areas of our real estate 1-4 family first and junior lien mortgage portfolios as part of our credit risk management process. Our underwriting and periodic review of

loans and lines secured by residential real estate collateral includes appraisals or estimates from automated valuation models (AVMs) to support property values. Additional information about AVMs and our policy for their use can be found in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report and the "Risk Management – Credit Risk Management – Real Estate 1-4 Family First and Junior Lien Mortgage Loans" section in our 2017 Form 10-K.

Table 16: Real Estate 1-4 Family First and Junior Lien Mortgage Loans by State

June 30, 2018

(in millions)

Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Total real

estate 1-4

family

mortgage


% of

total

loans


Real estate 1-4 family loans (excluding PCI):

California

$

105,078


9,774


114,852


12

%

New York

27,776


1,813


29,589


3


New Jersey

13,446


3,361


16,807


2


Florida

12,689


3,376


16,065


2


Virginia

8,057


2,167


10,224


1


Washington

9,212


792


10,004


1


Texas

8,590


675


9,265


1


North Carolina

5,943


1,712


7,655


1


Pennsylvania

5,487


2,050


7,537


1


Other (1)

64,376


10,799


75,175


8


Government insured/

guaranteed loans (2)

13,445


-


13,445


1


Real estate 1-4 family loans (excluding PCI)

274,099


36,519


310,618


33


Real estate 1-4 family PCI loans

8,902


23


8,925


1


Total

$

283,001


36,542


319,543


34

%

(1)

Consists of 41 states; no state had loans in excess of $6.7 billion .

(2)

Represents loans whose repayments are predominantly insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA).




31


First Lien Mortgage Portfolio Our total real estate 1-4 family first lien mortgage portfolio increased $343 million in second quarter 2018 as growth in nonconforming mortgage loans was partially offset by paydowns, and Pick-a-Pay PCI loan sales of $1.3 billion. In the first half of 2018 , the real estate 1-4 family first lien mortgage portfolio decreased $1.1 billion as a result of paydowns and Pick-a-Pay PCI loan sales, partially offset by nonconforming mortgage loan growth. We retained $12.1 billion and $20.5 billion in nonconforming originations, consisting of loans that exceed conventional conforming loan amount limits established by federal government-sponsored entities (GSEs) in the second quarter and first half of 2018 , respectively.

The credit performance associated with our real estate 1-4 family first lien mortgage portfolio continued to improve in second quarter 2018 , as measured through net charge-offs and

nonaccrual loans. Net charge-offs (annualized) as a percentage of average real estate 1-4 family first lien mortgage loans improved to a net recovery of 0.03% for both the second quarter and first half of 2018 , compared with a net recovery of 0.02% and 0.01% for the same periods a year ago. Nonaccrual loans were $3.8 billion at June 30, 2018 , down $293 million from December 31, 2017 . Improvement in the credit performance was driven by sales and an improving housing environment. Real estate 1-4 family first lien mortgage loans originated after 2008, which generally utilized tighter underwriting standards, comprised approximately 81% of our total real estate 1-4 family first lien mortgage portfolio as of June 30, 2018 .

Table 17 shows certain delinquency and loss information for the first lien mortgage portfolio and lists the top five states by outstanding balance.

Table 17: First Lien Mortgage Portfolio Performance

Outstanding balance

% of loans 30 days or more past due

Loss (recovery) rate (annualized) quarter ended

(in millions)

Jun 30,
2018


Dec 31,
2017


Jun 30,
2018


Dec 31,
2017

Jun 30,
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


California

$

105,078


101,464


0.76

%

1.06

(0.07

)

(0.07

)

(0.05

)

(0.09

)

(0.08

)

New York

27,776


26,624


1.38


1.65

0.09


(0.01

)

-


0.05


0.02


New Jersey

13,446


13,212


2.21


2.74

0.02


0.08


0.09


0.15


0.17


Florida

12,689


13,083


2.87


3.95

(0.15

)

(0.14

)

(0.16

)

(0.22

)

(0.18

)

Washington

9,212


8,845


0.66


0.85

(0.06

)

(0.06

)

(0.05

)

(0.09

)

(0.10

)

Other

92,453


92,961


1.87


2.25

(0.03

)

0.01


(0.02

)

0.03


0.02


Total

260,654


256,189


1.39


1.78

(0.04

)

(0.03

)

(0.04

)

(0.03

)

(0.03

)

Government insured/guaranteed loans

13,445


15,143


PCI

8,902


12,722


Total first lien mortgages

$

283,001


284,054



32


Pick-a-Pay Portfolio The Pick-a-Pay portfolio was one of the consumer residential first lien mortgage portfolios we acquired from Wachovia and a majority of the portfolio was identified as PCI loans.

The Pick-a-Pay portfolio includes loans that offer payment options (Pick-a-Pay option payment loans), and also includes loans that were originated without the option payment feature, loans that no longer offer the option feature as a result of our modification efforts since the acquisition, and loans where the customer voluntarily converted to a fixed-rate product. The Pick-a-Pay portfolio is included in the consumer real estate 1-4 family first mortgage class of loans throughout this Report. Table 18 provides balances by types of loans as of June 30, 2018 . As a

result of our loan modification and loss mitigation efforts, Pick-a-Pay option payment loans have been reduced to $9.8 billion at June 30, 2018 , from $99.9 billion at acquisition. Total adjusted unpaid principal balance of Pick-a-Pay PCI loans was $11.8 billion at June 30, 2018 , compared with $61.0 billion at acquisition. Due to loan modification and loss mitigation efforts, the adjusted unpaid principal balance of option payment PCI loans has declined to 16% of the total Pick-a-Pay portfolio at June 30, 2018 , compared with 51% at acquisition. As favorable sale opportunities arise, we may sell portions of this portfolio. We expect to close on the sale of $2.5 billion of unpaid principal balance of Pick-a-Pay PCI loans in third quarter 2018.

Table 18: Pick-a-Pay Portfolio – Comparison to Acquisition Date

December 31,

June 30, 2018

2017

2008

(in millions)

Adjusted

unpaid

principal

balance (1)


% of

total


Adjusted

unpaid

principal

balance (1)


% of

total


Adjusted

unpaid

principal

balance (1)


% of

total


Option payment loans

$

9,825


41

%

$

10,891


36

%

$

99,937


86

%

Non-option payment adjustable-rate

and fixed-rate loans

3,293


14


3,771


13


15,763


14


Full-term loan modifications

10,840


45


15,366


51


-


-


Total adjusted unpaid principal balance

$

23,958


100

%

$

30,028


100

%

$

115,700


100

%

Total carrying value

$

21,072


26,038


95,315


(1)

Adjusted unpaid principal balance includes write-downs taken on loans where severe delinquency (normally 180 days) or other indications of severe borrower financial stress exist that indicate there will be a loss of contractually due amounts upon final resolution of the loan.


Pick-a-Pay option payment loans may have fixed or adjustable rates with payment options that include a minimum payment, an interest-only payment or fully amortizing payment (both 15 and 30 year options).

Since December 31, 2008, we have completed over 138,000 proprietary and Home Affordability Modification Program (HAMP) Pick-a-Pay loan modifications, which have resulted in over $6.1 billion of principal forgiveness. We have also provided interest rate reductions and loan term extensions to enable sustainable homeownership for our Pick-a-Pay customers. As a result of these loss mitigation programs, approximately 65% of our Pick-a-Pay PCI adjusted unpaid principal balance as of June 30, 2018 has been modified.

The predominant portion of our PCI loans is included in the Pick-a-Pay portfolio. Our cash flows expected to be collected have been favorably affected over time by lower expected defaults and losses as a result of observed and forecasted economic strengthening, particularly in housing prices, and our loan modification efforts. Since acquisition, we have reclassified $9.3 billion from the nonaccretable difference to the accretable yield. Fluctuations in the accretable yield are driven by changes in interest rate indices for variable rate PCI loans, prepayment assumptions, and expected principal and interest payments over the estimated life of the portfolio, which will be affected by the pace and degree of improvements in the U.S. economy and housing markets and projected lifetime performance resulting from loan modification activity. Changes in the projected timing of cash flow events, including loan liquidations, prepayments, modifications and short sales, can also affect the accretable yield and the estimated weighted-average life of the portfolio.

An increase in expected prepayments and passage of time lowered our estimated weighted-average life to approximately 5.2 years at June 30, 2018 , from 6.8 years at December 31, 2017. During second quarter 2018, we sold $1.3 billion of Pick-a-Pay PCI loans that resulted in a gain of $479 million. Also, the accretable yield balance related to our Pick-a-Pay PCI loan portfolio declined $1.2 billion during second quarter 2018, driven by realized accretion of $289 million, $479 million from the gain on the loan sale, a $373 million reduction in expected interest cash flows resulting from the loan sale, and a $80 million reduction in expected interest cash flows due to higher estimated prepayments, partially offset by a $32 million reclassification from nonaccretable difference. The accretable yield percentage for Pick-a-Pay PCI loans for second quarter 2018 increased to 11.47%. Due to an increase in the amount of accretable yield relative to the shortened weighted-average life, we expect the accretable yield percentage to be approximately 12.02% for third quarter 2018.

For further information on the judgment involved in estimating expected cash flows for PCI loans, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K.



33


Junior Lien Mortgage Portfolio   The junior lien mortgage portfolio consists of residential mortgage lines and loans that are subordinate in rights to an existing lien on the same property. It is not unusual for these lines and loans to have draw periods, interest only payments, balloon payments, adjustable rates and similar features. Junior lien loan products are mostly amortizing payment loans with fixed interest rates and repayment periods between five to 30 years. 

We continuously monitor the credit performance of our junior lien mortgage portfolio for trends and factors that influence the frequency and severity of loss. We have observed that the severity of loss for junior lien mortgages is high and generally not affected by whether we or a third party own or service the related first lien mortgage, but the frequency of delinquency is typically lower when we own or service the first lien mortgage. In general, we have limited information available on the delinquency status of the third party owned or serviced first lien where we also hold a junior lien. To capture this inherent loss content, our allowance process for junior lien mortgages considers the relative difference in loss experience for junior lien mortgages behind first lien mortgage loans we own or service, compared with those behind first lien mortgage loans owned or serviced by third parties. In addition, our allowance

process for junior lien mortgages that are current, but are in their revolving period, considers the inherent loss where the borrower is delinquent on the corresponding first lien mortgage loans.

Table 19 shows certain delinquency and loss information for the junior lien mortgage portfolio and lists the top five states by outstanding balance. The decrease in outstanding balances since December 31, 2017 , predominantly reflects loan paydowns. As of June 30, 2018 , 8% of the outstanding balance of the junior lien mortgage portfolio was associated with loans that had a combined loan to value (CLTV) ratio in excess of 100%. Of those junior lien mortgages with a CLTV ratio in excess of 100%, 2.72% were 30 days or more past due. CLTV means the ratio of the total loan balance of first lien mortgages and junior lien mortgages (including unused line amounts for credit line products) to property collateral value. The unsecured portion (the outstanding amount that was in excess of the most recent property collateral value) of the outstanding balances of these loans totaled 3% of the junior lien mortgage portfolio at June 30, 2018 . For additional information on consumer loans by LTV/CLTV, see Table 6.12 in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Table 19: Junior Lien Mortgage Portfolio Performance

Outstanding balance

% of loans 30 days or more past due

Loss (recovery) rate (annualized) quarter ended

(in millions)

Jun 30,
2018


Dec 31,
2017


Jun 30,
2018


Dec 31,
2017

Jun 30,
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


California

$

9,774


10,599


1.82

%

2.09

(0.56

)

(0.42

)

(0.35

)

(0.46

)

(0.42

)

Florida

3,376


3,688


2.63


3.05

(0.05

)

(0.12

)

0.13


0.06


(0.10

)

New Jersey

3,361


3,606


2.59


2.86

0.28


0.44


0.47


0.58


0.44


Virginia

2,167


2,358


1.97


2.34

0.30


0.25


0.15


0.33


0.17


Pennsylvania

2,050


2,210


2.06


2.37

0.13


0.06


0.11


0.47


0.29


Other

15,791


17,225


2.11


2.33

(0.06

)

(0.05

)

(0.09

)

0.06


0.05


 Total

36,519



39,686


2.11


2.38

(0.13

)

(0.09

)

(0.06

)

-


(0.03

)

PCI

23


27


Total junior lien mortgages

$

36,542


39,713




34

Risk Management - Credit Risk Management (continued)


Our junior lien, as well as first lien, lines of credit portfolios generally have draw periods of 10, 15 or 20 years with variable interest rate and payment options during the draw period of (1) interest only or (2) 1.5% of outstanding principal balance plus accrued interest. During the draw period, the borrower has the option of converting all or a portion of the line from a variable interest rate to a fixed rate with terms including interest-only payments for a fixed period between three to seven years or a fully amortizing payment with a fixed period between five to 30 years. At the end of the draw period, a line of credit generally converts to an amortizing payment schedule with repayment terms of up to 30 years based on the balance at time of conversion. Certain lines and loans have been structured with a balloon payment, which requires full repayment of the outstanding balance at the end of the term period. The conversion of lines or loans to fully amortizing or balloon payoff may result in a significant payment increase, which can affect some borrowers' ability to repay the outstanding balance.

On a monthly basis, we monitor the payment characteristics of borrowers in our first and junior lien lines of credit portfolios. In June 2018 , approximately 44% of these borrowers paid only the minimum amount due and approximately 51% paid more than the minimum amount due. The rest were either delinquent or paid less than the minimum amount due. For the borrowers

with an interest only payment feature, approximately 31% paid only the minimum amount due and approximately 64% paid more than the minimum amount due.

The lines that enter their amortization period may experience higher delinquencies and higher loss rates than the ones in their draw or term period. We have considered this increased inherent risk in our allowance for credit loss estimate.

In anticipation of our borrowers reaching the end of their contractual commitment, we have created a program to inform, educate and help these borrowers transition from interest-only to fully-amortizing payments or full repayment. We monitor the performance of the borrowers moving through the program in an effort to refine our ongoing program strategy.

Table 20 reflects the outstanding balance of our portfolio of junior lien mortgages, including lines and loans, and first lien lines segregated into scheduled end of draw or end of term periods and products that are currently amortizing, or in balloon repayment status. It excludes real estate 1-4 family first lien line reverse mortgages, which total $118 million , because they are predominantly insured by the FHA, and it excludes PCI loans, which total $43 million , because their losses were generally reflected in our nonaccretable difference established at the date of acquisition.

Table 20: Junior Lien Mortgage Line and Loan and First Lien Mortgage Line Portfolios Payment Schedule

Scheduled end of draw / term

(in millions)

Outstanding balance June 30, 2018


Remainder of 2018


2019


2020


2021


2022


2023 and

thereafter (1)


Amortizing


Junior lien lines and loans

$

36,519


459


579


577


1,215


4,276


17,108


12,305


First lien lines

12,462


186


203


232


549


2,015


7,222


2,055


Total (2)(3)

$

48,981


645


782


809


1,764


6,291


24,330


14,360


% of portfolios

100

%

1


2


2


4


13


50


28


(1)

Substantially all lines and loans are scheduled to convert to amortizing loans by the end of 2026, with annual scheduled amounts through that date ranging from $3.7 billion to $6.3 billion and averaging $5.1 billion per year.

(2)

Junior and first lien lines are primarily interest-only during their draw period. The unfunded credit commitments for junior and first lien lines totaled $61.2 billion at June 30, 2018 .

(3)

Includes scheduled end-of-term balloon payments for lines and loans totaling $72 million , $223 million , $252 million , $414 million , $200 million and $69 million for 2018 , 2019 , 2020 , 2021 , 2022 , and 2023 and thereafter , respectively. Amortizing lines and loans include $77 million of end-of-term balloon payments, which are past due. At June 30, 2018 , $509 million , or 4% of outstanding lines of credit that are amortizing, are 30 days or more past due compared to $558 million or 2% for lines in their draw period.

CREDIT CARDS   Our credit card portfolio totaled $36.7 billion at June 30, 2018 , which represented 4% of our total outstanding loans. The net charge-off rate (annualized) for our credit card portfolio was 3.61% for second quarter 2018 , compared with 3.67% for second quarter 2017 and 3.65% and 3.61% for the first half of 2018 and 2017, respectively.

AUTOMOBILE Our automobile portfolio, predominantly composed of indirect loans, totaled $47.6 billion at June 30, 2018 . The net charge-off rate (annualized) for our automobile portfolio was 0.93% for second quarter 2018 , compared with 0.86% for second quarter 2017 and 1.30% and 0.98% for the first half of 2018 and 2017, respectively. The increase in net charge-offs in 2018, compared with 2017, was driven by higher severity.

OTHER REVOLVING CREDIT AND INSTALLMENT Other revolving credit and installment loans totaled $37.3 billion at June 30, 2018 , and primarily included student and securities-based loans. Our private student loan portfolio totaled $ 11.5 billion at June 30, 2018 . The net charge-off rate (annualized) for other revolving credit and installment loans was 1.44% for second quarter 2018 , compared with 1.58% for second quarter 2017 and 1.52% and 1.59% for the first half of 2018 and 2017, respectively.


35


NONPERFORMING ASSETS (NONACCRUAL LOANS AND FORECLOSED ASSETS) Table 21 summarizes nonperforming assets (NPAs) for each of the last four quarters. Total NPAs decreased $305 million from first quarter 2018 to $8.0 billion with improvement in our consumer portfolios. Nonaccrual loans decreased $233 million from first quarter 2018 to $7.5 billion predominantly driven by lower consumer real estate nonaccruals. Foreclosed assets of $499 million were down $72 million from first quarter 2018.


We generally place loans on nonaccrual status when:

the full and timely collection of interest or principal becomes uncertain (generally based on an assessment of the borrower's financial condition and the adequacy of collateral, if any);

they are 90 days (120 days with respect to real estate 1-4

family first and junior lien mortgages) past due for interest or principal, unless both well-secured and in the process of collection;

part of the principal balance has been charged off;

for junior lien mortgages, we have evidence that the related first lien mortgage may be 120 days past due or in the process of foreclosure regardless of the junior lien delinquency status; or

consumer real estate and automobile loans receive notification of bankruptcy, regardless of their delinquency status.


Credit card loans are not placed on nonaccrual status, but are generally fully charged off when the loan reaches 180 days past due.


Table 21: Nonperforming Assets (Nonaccrual Loans and Foreclosed Assets)

June 30, 2018

March 31, 2018

December 31, 2017

September 30, 2017

($ in millions)

Balance


% of

total

loans


Balance


% of

total

loans


Balance


% of

total

loans


Balance


% of

total

loans


Nonaccrual loans:

Commercial:

Commercial and industrial

$

1,559


0.46

%

$

1,516


0.45

%

$

1,899


0.57

%

$

2,397


0.73

%

Real estate mortgage

765


0.62


755


0.60


628


0.50


593


0.46


Real estate construction

51


0.22


45


0.19


37


0.15


38


0.15


Lease financing

80


0.41


93


0.48


76


0.39


81


0.42


Total commercial

2,455


0.49


2,409


0.48


2,640


0.52


3,109


0.62


Consumer:

Real estate 1-4 family first mortgage (1)

3,829


1.35


4,053


1.43


4,122


1.45


4,213


1.50


Real estate 1-4 family junior lien mortgage

1,029


2.82


1,087


2.87


1,086


2.73


1,101


2.68


Automobile

119


0.25


117


0.24


130


0.24


137


0.25


Other revolving credit and installment

54


0.14


53


0.14


58


0.15


59


0.15


Total consumer (2)

5,031


1.14


5,310


1.20


5,396


1.19


5,510


1.22


Total nonaccrual loans (3)(4)(5)

7,486


0.79


7,719


0.81


8,036


0.84


8,619


0.91


Foreclosed assets:

Government insured/guaranteed (6)

90


103


120


137


Non-government insured/guaranteed

409


468


522


569


Total foreclosed assets

499


571


642


706


Total nonperforming assets

$

7,985


0.85

%

$

8,290


0.88

%

$

8,678


0.91

%

$

9,325


0.98

%

Change in NPAs from prior quarter

$

(305

)

(388

)

(647

)

(512

)

(1)

Includes mortgage loans held for sale (MLHFS) of $133 million , $137 million , $136 million , and $133 million at June 30 and March 31, 2018, and December 31 and September 30, 2017 , respectively.

(2)

Includes an incremental $171 million of nonaccrual loans at September 30, 2017, reflecting updated industry regulatory guidance related to loans in bankruptcy.

(3)

Excludes PCI loans because they continue to earn interest income from accretable yield, independent of performance in accordance with their contractual terms.

(4)

Real estate 1-4 family mortgage loans predominantly insured by the FHA or guaranteed by the VA are not placed on nonaccrual status because they are insured or guaranteed.

(5)

See Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for further information on impaired loans.

(6)

Consistent with regulatory reporting requirements, foreclosed real estate resulting from government insured/guaranteed loans are classified as nonperforming. However, both principal and interest related to these foreclosed real estate assets are collectible because the loans were predominantly insured by the FHA or guaranteed by the VA. Foreclosure of certain government guaranteed residential real estate mortgage loans that meet criteria specified by Accounting Standards Update (ASU) 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure , effective as of January 1, 2014, are excluded from this table and included in Accounts Receivable in Other Assets. For more information on the changes in foreclosures for government guaranteed residential real estate mortgage loans, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K.


36

Risk Management - Credit Risk Management (continued)


Table 22 provides an analysis of the changes in nonaccrual loans.

Table 22: Analysis of Changes in Nonaccrual Loans

Quarter ended

(in millions)

Jun 30,
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


Commercial nonaccrual loans

Balance, beginning of period

$

2,409


2,640


3,109


3,385


3,706


Inflows

726


605


617


627


704


Outflows:

Returned to accruing

(43

)

(113

)

(126

)

(97

)

(61

)

Foreclosures

-


-


(1

)

(3

)

(15

)

Charge-offs

(133

)

(119

)

(139

)

(173

)

(116

)

Payments, sales and other

(504

)

(604

)

(820

)

(630

)

(833

)

Total outflows

(680

)

(836

)

(1,086

)

(903

)

(1,025

)

Balance, end of period

2,455



2,409



2,640



3,109



3,385


Consumer nonaccrual loans

Balance, beginning of period

5,310


5,396


5,510


5,671


6,053


Inflows (1)

602


738


845


887


676


Outflows:

Returned to accruing

(345

)

(376

)

(345

)

(397

)

(425

)

Foreclosures

(53

)

(62

)

(72

)

(56

)

(72

)

Charge-offs

(86

)

(88

)

(94

)

(109

)

(117

)

Payments, sales and other

(397

)

(298

)

(448

)

(486

)

(444

)

Total outflows

(881

)

(824

)

(959

)

(1,048

)

(1,058

)

Balance, end of period

5,031



5,310



5,396



5,510



5,671


Total nonaccrual loans

$

7,486


7,719


8,036


8,619


9,056


(1)

Quarter ended September 30, 2017, includes an incremental $171 million of nonaccrual loans, reflecting updated industry regulatory guidance related to loans in bankruptcy.


Typically, changes to nonaccrual loans period-over-period represent inflows for loans that are placed on nonaccrual status in accordance with our policy, offset by reductions for loans that are paid down, charged off, sold, foreclosed, or are no longer classified as nonaccrual as a result of continued performance and an improvement in the borrower's financial condition and loan repayment capabilities. Also, reductions can come from borrower repayments even if the loan remains on nonaccrual.

While nonaccrual loans are not free of loss content, we believe exposure to loss is significantly mitigated by the following factors at June 30, 2018 :

99% of total commercial nonaccrual loans and 99% of total consumer nonaccrual loans are secured. Of the consumer nonaccrual loans, 97% are secured by real estate and 84% have a combined LTV (CLTV) ratio of 80% or less.

losses of $353 million and $1.7 billion  have already been recognized on 21% of commercial nonaccrual loans and 42% of consumer nonaccrual loans, respectively. Generally, when a consumer real estate loan is 120 days past due (except when required earlier by guidance issued by bank regulatory agencies), we transfer it to nonaccrual status. When the loan reaches 180 days past due, or is active or discharged in bankruptcy, it is our policy to write these loans down to net realizable value (fair value of collateral less estimated costs to sell). Thereafter, we re-evaluate each loan regularly and record additional write-downs if needed.


82% of commercial nonaccrual loans were current on interest, but were on nonaccrual status because the full or timely collection of interest or principal had become uncertain.

76% of commercial nonaccrual loans were current on both principal and interest, but will remain on nonaccrual status until the full and timely collection of principal and interest becomes certain.

the remaining risk of loss of all nonaccrual loans has been considered and we believe is adequately covered by the allowance for loan losses.

of $2.2 billion of consumer loans in bankruptcy or discharged in bankruptcy, and classified as nonaccrual, $1.5 billion were current.


We continue to work with our customers experiencing financial difficulty to determine if they can qualify for a loan modification so that they can stay in their homes. Under both our proprietary modification programs and the Making Home Affordable (MHA) programs, customers may be required to provide updated documentation, and some programs require completion of payment during trial periods to demonstrate sustained performance before the loan can be removed from nonaccrual status.


37


Table 23 provides a summary of foreclosed assets and an analysis of changes in foreclosed assets.


Table 23: Foreclosed Assets

(in millions)

Jun 30,
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


Summary by loan segment

Government insured/guaranteed

$

90


103


120


137


149


PCI loans:

Commercial

42


59


57


67


79


Consumer

61


58


62


72


67


Total PCI loans

103


117


119


139


146


All other loans:

Commercial

134


162


207


226


259


Consumer

172


189


196


204


227


Total all other loans

306


351


403


430


486


Total foreclosed assets

$

499


571


642


706


781


Analysis of changes in foreclosed assets

Balance, beginning of period

$

571


642


706


781


905


Net change in government insured/guaranteed (1)

(13

)

(17

)

(17

)

(12

)

(30

)

Additions to foreclosed assets (2)

191


185


180


198


233


Reductions:

Sales

(257

)

(245

)

(231

)

(257

)

(330

)

Write-downs and gains (losses) on sales

7


6


4


(4

)

3


Total reductions

(250

)

(239

)

(227

)

(261

)

(327

)

Balance, end of period

$

499


571


642


706


781


(1)

Foreclosed government insured/guaranteed loans are temporarily transferred to and held by us as servicer, until reimbursement is received from FHA or VA. The net change in government insured/guaranteed foreclosed assets is generally made up of inflows from mortgages held for investment and MLHFS, and outflows when we are reimbursed by FHA/VA.

(2)

Includes loans moved into foreclosure from nonaccrual status, PCI loans transitioned directly to foreclosed assets and repossessed automobiles.


Foreclosed assets at June 30, 2018 , included $318 million of foreclosed residential real estate, of which 28% is predominantly FHA insured or VA guaranteed and expected to have minimal or no loss content. The remaining foreclosed assets balance of $181 million has been written down to estimated net realizable value. Of the $499 million in foreclosed assets at June 30, 2018 , 57% have been in the foreclosed assets portfolio one year or less.



38

Risk Management - Credit Risk Management (continued)


TROUBLED DEBT RESTRUCTURINGS (TDRs)


Table 24: Troubled Debt Restructurings (TDRs)

(in millions)

Jun 30,
2018



Mar 31,
2018



Dec 31,
2017



Sep 30,
2017



Jun 30,
2017


Commercial:

Commercial and industrial

$

1,792


1,703


2,096


2,424


2,629


Real estate mortgage

904


939


901


953


1,024


Real estate construction

40


45


44


48


62


Lease financing

50


53


35


39


21


Total commercial TDRs

2,786


2,740


3,076


3,464


3,736


Consumer:

Real estate 1-4 family first mortgage

11,387


11,782


12,080


12,617


13,141


Real estate 1-4 family junior lien mortgage

1,735


1,794


1,849


1,919


1,975


Credit Card

410


386


356


340


316


Automobile

81


83


87


88


85


Other revolving credit and installment

141


137


126


124


118


Trial modifications

200


198


194


183


215


Total consumer TDRs

13,954


14,380


14,692


15,271


15,850


Total TDRs

$

16,740


17,120


17,768


18,735


19,586


TDRs on nonaccrual status

$

4,454


4,428


4,801


5,218


5,637


TDRs on accrual status:

Government insured/guaranteed

1,368


1,375


1,359


1,377


1,390


Non-government insured/guaranteed

10,918


11,317


11,608


12,140


12,559


Total TDRs

$

16,740


17,120


17,768


18,735


19,586



Table 24 provides information regarding the recorded investment of loans modified in TDRs. The allowance for loan losses for TDRs was $1.4 billion and $1.6 billion at June 30, 2018 , and December 31, 2017 , respectively. See Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for additional information regarding TDRs. In those situations where principal is forgiven, the entire amount of such forgiveness is immediately charged off to the extent not done so prior to the modification. When we delay the timing on the repayment of a portion of principal (principal forbearance), we charge off the amount of forbearance if that amount is not considered fully collectible.

For more information on our nonaccrual policies when a restructuring is involved, see the "Risk Management – Credit Risk Management – Troubled Debt Restructurings (TDRs)" section in our 2017 Form 10-K.

Table 25 provides an analysis of the changes in TDRs. Loans modified more than once are reported as TDR inflows only in the period they are first modified. Other than resolutions such as foreclosures, sales and transfers to held for sale, we may remove loans held for investment from TDR classification, but only if they have been refinanced or restructured at market terms and qualify as a new loan.


39


Table 25: Analysis of Changes in TDRs

Quarter ended

(in millions)

Jun 30,
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


Commercial TDRs

Balance, beginning of quarter

$

2,740


3,076


3,464


3,736


3,655


Inflows (1)

1,876


321


412


333


730


Outflows

Charge-offs

(41

)

(63

)

(65

)

(74

)

(59

)

Foreclosures

-


-


(1

)

(2

)

(12

)

Payments, sales and other (2)

(1,789

)

(594

)

(734

)

(529

)

(578

)

Balance, end of quarter

2,786


2,740


3,076


3,464


3,736


Consumer TDRs

Balance, beginning of quarter

14,380


14,692


15,271


15,850


16,463


Inflows (1)

467


487


395


461


444


Outflows

Charge-offs

(56

)

(54

)

(52

)

(51

)

(51

)

Foreclosures

(133

)

(131

)

(135

)

(146

)

(159

)

Payments, sales and other (2)

(706

)

(618

)

(798

)

(811

)

(801

)

Net change in trial modifications (3)

2


4


11


(32

)

(46

)

Balance, end of quarter

13,954


14,380


14,692


15,271


15,850


Total TDRs

$

16,740


17,120


17,768


18,735


19,586


(1)

Inflows include loans that modify, even if they resolve within the period as well as advances on loans that modified in a prior period.

(2)

Other outflows include normal amortization/accretion of loan basis adjustments and loans transferred to held-for-sale. It also includes $5 million and $6 million of loans refinanced or restructured at market terms and qualifying as new loans and removed from TDR classification for the quarters ended March 31, 2018 and September 30, 2017, respectively, while no loans were removed from TDR classification for the quarters ended June 30, 2018, and December 31 and June 30, 2017 .

(3)

Net change in trial modifications includes: inflows of new TDRs entering the trial payment period, net of outflows for modifications that either (i) successfully perform and enter into a permanent modification, or (ii) did not successfully perform according to the terms of the trial period plan and are subsequently charged-off, foreclosed upon or otherwise resolved.



40


LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

Loans 90 days or more past due as to interest or principal are still accruing if they are (1) well-secured and in the process of collection or (2) real estate 1-4 family mortgage loans or consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due. PCI loans are not included in past due and still accruing loans even when they are 90 days or more contractually past due. These PCI loans are considered to be accruing because they continue to earn interest from accretable yield, independent of performance in accordance with their contractual terms.

Excluding insured/guaranteed loans, loans 90 days or more past due and still accruing at June 30, 2018 , were down $221 million , or 21% , from December 31, 2017 , due to payoffs, modifications and other loss mitigation activities and credit

stabilization. Also, fluctuations from quarter to quarter are influenced by seasonality.

Loans 90 days or more past due and still accruing whose repayments are predominantly insured by the FHA or guaranteed by the VA for mortgages were $8.6 billion at June 30, 2018 , down from $10.9 billion at December 31, 2017 , due to an improvement in delinquencies in the portfolio as well as a higher volume of loan modifications.

Table 26 reflects non-PCI loans 90 days or more past due and still accruing by class for loans not government insured/guaranteed. For additional information on delinquencies by loan class, see Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Table 26: Loans 90 Days or More Past Due and Still Accruing

(in millions)

Jun 30, 2018


Mar 31, 2018


Dec 31, 2017


Sep 30, 2017


Jun 30, 2017


Total (excluding PCI (1)):

$

9,464


10,753


11,997


10,227


9,716


Less: FHA insured/VA guaranteed (2)(3)

8,622


9,786


10,934


9,266


8,873


Total, not government insured/guaranteed

$

842


967


1,063


961


843


By segment and class, not government insured/guaranteed:

Commercial:

Commercial and industrial

$

23


40


26


27


42


Real estate mortgage

26


23


23


11


2


Real estate construction

-


1


-


-


10


Total commercial

49



64



49



38



54


Consumer:

Real estate 1-4 family first mortgage (3)

133


164


219


190


145


Real estate 1-4 family junior lien mortgage (3)

33


48


60


49


44


Credit card

429


473


492


475


411


Automobile

105


113


143


111


91


Other revolving credit and installment

93


105


100


98


98


Total consumer

793


903



1,014



923



789


Total, not government insured/guaranteed

$

842


967



1,063



961



843


(1)

PCI loans totaled $811 million , $1.0 billion , $1.4 billion , $1.4 billion , and $1.5 billion at June 30 and March 31, 2018, and December 31, September 30 and June 30, 2017 , respectively.

(2)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the VA.

(3)

Includes mortgage loans held for sale 90 days or more past due and still accruing.



41


NET CHARGE-OFFS


Table 27: Net Charge-offs

Quarter ended 

Jun 30, 2018

Mar 31, 2018

Dec 31, 2017

Sep 30, 2017

Jun 30, 2017

($ in millions)

Net loan

charge-

offs


% of 

avg. 

loans (1) 


Net loan

charge-

offs


% of avg. loans (1)


Net loan

charge-

offs


% of avg. loans (1)


Net loan

charge-offs


% of

avg. loans (1)


Net loan

charge-offs


% of

avg.

loans (1)


Commercial:

Commercial and industrial

$

58


0.07

 %

$

85


0.10

 %

$

118


0.14

 %

$

125


0.15

 %

$

78


0.10

 %

Real estate mortgage

-


-


(15

)

(0.05

)

(10

)

(0.03

)

(3

)

(0.01

)

(6

)

(0.02

)

Real estate construction

(6

)

(0.09

)

(4

)

(0.07

)

(3

)

(0.05

)

(15

)

(0.24

)

(4

)

(0.05

)

Lease financing

15


0.32


12


0.25


10


0.20


6


0.12


7


0.15


Total commercial

67


0.05


78


0.06


115


0.09


113


0.09


75


0.06


Consumer:

Real estate 1-4 family

first mortgage

(23

)

(0.03

)

(18

)

(0.03

)

(23

)

(0.03

)

(16

)

(0.02

)

(16

)

(0.02

)

Real estate 1-4 family

junior lien mortgage

(13

)

(0.13

)

(8

)

(0.09

)

(7

)

(0.06

)

1


-


(4

)

(0.03

)

Credit card

323


3.61


332


3.69


336


3.66


277


3.08


320


3.67


Automobile

113


0.93


208


1.64


188


1.38


202


1.41


126


0.86


Other revolving credit and

installment

135


1.44


149


1.60


142


1.46


140


1.44


154


1.58


Total consumer

535


0.49


663


0.60


636


0.56


604


0.53


580


0.51


Total

$

602


0.26

 %

$

741


0.32

 %

$

751


0.31

 %

$

717


0.30

 %

$

655


0.27

 %

(1)

Quarterly net charge-offs (recoveries) as a percentage of average respective loans are annualized.


Table 27 presents net charge-offs for second quarter 2018 and the previous four quarters. Net charge-offs in second quarter 2018 were $602 million ( 0.26% of average total loans outstanding) compared with $655 million ( 0.27% ) in second quarter 2017 .

The decrease in commercial and industrial net charge-offs from second quarter 2017 reflected continued improvement in our oil and gas portfolio. In addition, our commercial real estate construction portfolio was in a net recovery position. Total net charge-offs decreased from the prior year across all consumer portfolios, except for the credit card portfolio, which had a slight increase.

ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses, which consists of the allowance for loan losses and the allowance for unfunded credit commitments, is management's estimate of credit losses inherent in the loan portfolio and unfunded credit commitments at the balance sheet date, excluding loans carried at fair value. The detail of the changes in the allowance for credit losses by portfolio segment (including charge-offs and recoveries by loan class) is in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

We apply a disciplined process and methodology to establish our allowance for credit losses each quarter. This process takes into consideration many factors, including historical and forecasted loss trends, loan-level credit quality ratings and loan grade-specific characteristics. The process involves subjective and complex judgments. In addition, we review a variety of credit metrics and trends. These credit metrics and trends, however, do not solely determine the amount of the allowance as we use several analytical tools. Our estimation approach for the commercial portfolio reflects the estimated probability of default in accordance with the borrower's financial strength, and the severity of loss in the event of default, considering the quality of any underlying collateral. Probability of default and severity at the time of default are statistically derived through historical observations of defaults and losses after default within each credit risk rating. Our estimation approach for the consumer portfolio uses forecasted losses that represent our best estimate of inherent loss based on historical experience, quantitative and other mathematical techniques. For additional information on our allowance for credit losses, see the "Critical Accounting Policies – Allowance for Credit Losses" section in our 2017 Form 10-K and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Table 28 presents the allocation of the allowance for credit losses by loan segment and class for the most recent quarter end and last four year ends.


42

Risk Management - Credit Risk Management (continued)


Table 28: Allocation of the Allowance for Credit Losses (ACL)

Jun 30, 2018

Dec 31, 2017

Dec 31, 2016

Dec 31, 2015

Dec 31, 2014

(in millions)

ACL


Loans

as %

of total

loans


ACL


Loans

as %

of total

loans


ACL


Loans

as %

of total

loans


ACL


Loans

as %

of total

loans


ACL


Loans

as %

of total

loans


Commercial:

Commercial and industrial

$

3,813


36

%

$

3,752


35

%

$

4,560


34

%

$

4,231


33

%

$

3,506


32

%

Real estate mortgage

1,363


13


1,374


13


1,320


14


1,264


13


1,576


13


Real estate construction

1,230


2


1,238


3


1,294


2


1,210


3


1,097


2


Lease financing

305


2


268


2


220


2


167


1


198


1


Total commercial

6,711


53


6,632


53


7,394


52


6,872


50


6,377


48


Consumer:

Real estate 1-4 family first mortgage

829


30


1,085


30


1,270


29


1,895


30


2,878


31


Real estate 1-4 family

junior lien mortgage

507


4


608


4


815


5


1,223


6


1,566


7


Credit card

1,924


4


1,944


4


1,605


4


1,412


4


1,271


4


Automobile

613


5


1,039


5


817


6


529


6


516


6


Other revolving credit and installment

526


4


652


4


639


4


581


4


561


4


Total consumer

4,399


47


5,328


47


5,146


48


5,640


50


6,792


52


Total

$

11,110


100

%

$

11,960


100

%

$

12,540


100

%

$

12,512


100

%

$

13,169


100

%

Jun 30, 2018

Dec 31, 2017

Dec 31, 2016

Dec 31, 2015

Dec 31, 2014

Components:

Allowance for loan losses

$

10,193

11,004

11,419

11,545

12,319

Allowance for unfunded

credit commitments

917

956

1,121

967

850

Allowance for credit losses

$

11,110

11,960

12,540

12,512

13,169

Allowance for loan losses as a percentage of total loans

1.08

%

1.15

1.18

1.26

1.43

Allowance for loan losses as a percentage of total net charge-offs (1)

422

376

324

399

418

Allowance for credit losses as a percentage of total loans

1.18

1.25

1.30

1.37

1.53

Allowance for credit losses as a percentage of total nonaccrual loans

148

149

121

110

103

(1)

Total net charge-offs are annualized for quarter ended June 30, 2018 .


In addition to the allowance for credit losses, there was $313 million at June 30, 2018 , and $474 million at December 31, 2017 of nonaccretable difference to absorb losses for PCI loans, which totaled $9.0 billion at June 30, 2018 . The allowance for credit losses is lower than otherwise would have been required without PCI loan accounting. As a result of PCI loans, certain ratios of the Company may not be directly comparable with credit-related metrics for other financial institutions. Additionally, loans purchased at fair value, including loans from the GE Capital business acquisitions in 2016, generally reflect a lifetime credit loss adjustment and therefore do not initially require additions to the allowance as is typically associated with loan growth. For additional information on PCI loans, see the "Risk Management – Credit Risk Management – Purchased Credit-Impaired Loans" section and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

The ratio of the allowance for credit losses to total nonaccrual loans may fluctuate significantly from period to period due to such factors as the mix of loan types in the portfolio, borrower credit strength and the value and marketability of collateral.

The allowance for credit losses decreased $850 million , or 7% , from December 31, 2017 , due to an improvement in our outlook for 2017 hurricane-related losses, as well as continued improvement in residential real estate and lower loan balances. Total provision for credit losses was $452 million in second quarter 2018 , compared with $555 million in second quarter 2017 , reflecting the same changes mentioned above for the allowance for credit losses.

We believe the allowance for credit losses of $11.1 billion at June 30, 2018 , was appropriate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments, at that date. The entire allowance is available to absorb credit losses inherent in the total loan portfolio. The allowance for credit losses is subject to change and reflects existing factors as of the date of determination, including economic or market conditions and ongoing internal and external examination processes. Due to the sensitivity of the allowance for credit losses to changes in the economic and business environment, it is possible that we will incur incremental credit losses not anticipated as of the balance sheet date. Future allowance levels will be based on a variety of factors, including loan growth, portfolio performance and general


43


economic conditions. Our process for determining the allowance for credit losses is discussed in the "Critical Accounting Policies – Allowance for Credit Losses" section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K.

LIABILITY FOR MORTGAGE LOAN REPURCHASE LOSSES 

In connection with our sales and securitization of residential mortgage loans to various parties, we have established a mortgage repurchase liability, initially at fair value, related to various representations and warranties that reflect management's estimate of losses for loans for which we could have a repurchase obligation, whether or not we currently service those loans, based on a combination of factors. Our mortgage repurchase liability estimation process also incorporates a forecast of repurchase demands associated with mortgage insurance rescission activity.

Because we typically retain the servicing for the mortgage loans we sell or securitize, we believe the quality of our residential mortgage loan servicing portfolio provides helpful information in evaluating our repurchase liability. Of the $1.5 trillion in the residential mortgage loan servicing portfolio at June 30, 2018 , 96% was current and less than 1% was subprime at origination. Our combined delinquency and foreclosure rate on this portfolio was 4.06% at June 30, 2018 , compared with 5.14% at December 31, 2017 . One percent of this portfolio is private label securitizations for which we originated the loans and, therefore, have some repurchase risk.

The overall level of unresolved repurchase demands and mortgage insurance rescissions outstanding at June 30, 2018 , was $147 million , representing 734 loans, up from a year ago both in number of outstanding loans and in total dollar balances. The increase was predominantly due to private investor demands which we expect to resolve with minimal repurchase risk.

Our liability for mortgage repurchases, included in "Accrued expenses and other liabilities" in our consolidated balance sheet, represents our best estimate of the probable loss that we expect to incur for various representations and warranties in the contractual provisions of our sales of mortgage loans. The liability was $179 million at June 30, 2018 , and $181 million at December 31, 2017 . In second quarter 2018 , we recorded a provision of $2 million predominantly due to loan sales, which decreased net gains on mortgage loan origination/sales activities, compared with a release of $39 million in second quarter 2017 . We incurred net losses on repurchased loans and investor reimbursements totaling $4 million in second quarter 2018 and $5 million in second quarter 2017 .

Because of the uncertainty in the various estimates underlying the mortgage repurchase liability, there is a range of losses in excess of the recorded mortgage repurchase liability that are reasonably possible. The estimate of the range of possible loss for representations and warranties does not represent a probable loss, and is based on currently available information, significant judgment, and a number of assumptions that are subject to change. The high end of this range of reasonably possible losses exceeded our recorded liability by $165 million at June 30, 2018 , and was determined based upon modifying the assumptions (particularly to assume significant changes in investor repurchase demand practices) used in our best estimate of probable loss to reflect what we believe to be the high end of reasonably possible adverse assumptions.

For additional information on our repurchase liability, see the "Risk Management – Credit Risk Management – Liability For Mortgage Loan Repurchase Losses" section in our 2017 Form 10-K and Note 10 (Mortgage Banking Activities) to Financial Statements in this Report.


RISKS RELATING TO SERVICING ACTIVITIES In addition to servicing loans in our portfolio, we act as servicer and/or master servicer of residential mortgage loans included in GSE-guaranteed mortgage securitizations, GNMA-guaranteed mortgage securitizations of FHA-insured/VA-guaranteed mortgages and private label mortgage securitizations, as well as for unsecuritized loans owned by institutional investors. In connection with our servicing activities, we could become subject to consent orders and settlement agreements with federal and state regulators for alleged servicing issues and practices. In general, these can require us to provide customers with loan modification relief, refinancing relief, and foreclosure prevention and assistance, as well as can impose certain monetary penalties on us.

For additional information about the risks related to our servicing activities, see the "Risk Management – Credit Risk Management – Risks Relating to Servicing Activities" section in our 2017 Form 10-K.




44

Asset/Liability Management ( continued )


Asset/Liability Management

Asset/liability management involves evaluating, monitoring and managing interest rate risk, market risk, liquidity and funding. Primary oversight of interest rate risk and market risk resides with the Finance Committee of our Board of Directors (Board), which oversees the administration and effectiveness of financial risk management policies and processes used to assess and manage these risks. Primary oversight of liquidity and funding resides with the Risk Committee of the Board. At the management level we utilize a Corporate Asset/Liability Management Committee (Corporate ALCO), which consists of senior financial, risk, and business executives, to oversee these risks and report on them periodically to the Board's Finance Committee and Risk Committee as appropriate. As discussed in more detail for market risk activities below, we employ separate management level oversight specific to market risk.

INTEREST RATE RISK Interest rate risk, which potentially can have a significant earnings impact, is an integral part of being a financial intermediary. We are subject to interest rate risk because:

assets and liabilities may mature or reprice at different times (for example, if assets reprice faster than liabilities and interest rates are generally rising, earnings will initially increase);

assets and liabilities may reprice at the same time but by different amounts (for example, when the general level of interest rates is rising, we may increase rates paid on checking and savings deposit accounts by an amount that is less than the general rise in market interest rates);

short-term and long-term market interest rates may change by different amounts (for example, the shape of the yield curve may affect new loan yields and funding costs differently);

the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change (for example, if long-term mortgage interest rates increase sharply, MBS held in the debt securities portfolio may pay down slower than anticipated, which could impact portfolio income); or

interest rates may also have a direct or indirect effect on loan demand, collateral values, credit losses, mortgage origination volume, the fair value of MSRs and other financial instruments, the value of the pension liability and other items affecting earnings.


We assess interest rate risk by comparing outcomes under various net interest income simulations using many interest rate scenarios that differ in the direction of interest rate changes, the degree of change over time, the speed of change and the projected shape of the yield curve. These simulations require assumptions regarding drivers of earnings and balance sheet composition such as loan originations, prepayment speeds on loans and debt securities, deposit flows and mix, as well as pricing strategies.

Currently, our profile is such that we project net interest income will benefit modestly from higher interest rates as our assets would reprice faster and to a greater degree than our liabilities, while in the case of lower interest rates, our assets would reprice downward and to a greater degree than our liabilities.

Our most recent simulations estimate net interest income sensitivity over the next two years under a range of both lower and higher interest rates. Measured impacts from standardized ramps (gradual changes) and shocks (instantaneous changes) are summarized in Table 29 , indicating net interest income sensitivity relative to the Company's base net interest income

plan. Ramp scenarios assume interest rates move gradually in parallel across the yield curve relative to the base scenario in year one, and the full amount of the ramp is held as a constant differential to the base scenario in year two. The following describes the simulation assumptions for the scenarios presented in Table 29 :

Simulations are dynamic and reflect anticipated growth across assets and liabilities.

Other macroeconomic variables that could be correlated with the changes in interest rates are held constant.

Mortgage prepayment and origination assumptions vary across scenarios and reflect only the impact of the higher or lower interest rates.

Our base scenario deposit forecast incorporates mix changes consistent with the base interest rate trajectory. Deposit mix is modeled to be the same as in the base scenario across the alternative scenarios. In higher rate scenarios, customer activity that shifts balances into higher-yielding products could reduce expected net interest income.

We hold the size of the projected debt and equity securities portfolios constant across scenarios.

Table 29: Net Interest Income Sensitivity Over Next Two-Year Horizon Relative to Base Expectation

Lower Rates

Higher Rates

($ in billions)

Base

100 bps

Ramp

Parallel

 Decrease

100 bps Instantaneous

Parallel

Increase

200 bps

Ramp

Parallel

Increase

First Year of Forecasting Horizon

Net Interest Income Sensitivity to Base Scenario

$

(1.2) - (0.7)

1.3 - 1.8

1.3 - 1.8

Key Rates at Horizon End

Fed Funds Target

2.84

%

1.84

3.84

4.84

10-year CMT (1)

3.22

2.22

4.22

5.22

Second Year of Forecasting Horizon

Net Interest Income Sensitivity to Base Scenario

$

(2.5) - (2.0)

1.8 - 2.3

3.1 - 3.6

Key Rates at Horizon End

Fed Funds Target

3.00

%

2.00

4.00

5.00

10-year CMT (1)

3.60

2.60

4.60

5.60

(1)

U.S. Constant Maturity Treasury Rate


The sensitivity results above do not capture interest rate sensitive noninterest income and expense impacts. Our interest rate sensitive noninterest income and expense is primarily driven by mortgage activity, and may move in the opposite direction of our net interest income. Typically, in response to higher interest rates, mortgage activity, primarily refinancing activity, generally declines. And in response to lower interest rates, mortgage activity generally increases. Mortgage results are also impacted by the valuation of MSRs and related hedge positions. See the "Risk Management – Asset/Liability Management – Mortgage Banking Interest Rate and Market Risk" section in this Report for more information.

We use the debt securities portfolio and exchange-traded and over-the-counter (OTC) interest rate derivatives to hedge our interest rate exposures. See the "Balance Sheet Analysis – Available-for-Sale and Held-to-Maturity Debt Securities" section in this Report for more information on the use of the available-for-sale and held-to-maturity securities portfolios. The notional or contractual amount, credit risk amount and fair value of the derivatives used to hedge our interest rate risk exposures as of


45


June 30, 2018 , and December 31, 2017 , are presented in Note 14 (Derivatives) to Financial Statements in this Report. We use derivatives for asset/liability management in two main ways:

to convert the cash flows from selected asset and/or liability instruments/portfolios including investments, commercial loans and long-term debt, from fixed-rate payments to floating-rate payments, or vice versa; and

to economically hedge our mortgage origination pipeline, funded mortgage loans and MSRs using interest rate swaps, swaptions, futures, forwards and options.

MORTGAGE BANKING INTEREST RATE AND MARKET RISK  We originate, fund and service mortgage loans, which subjects us to various risks, including credit, liquidity and interest rate risks. For more information on mortgage banking interest rate and market risk, see the "Risk Management – Asset/Liability Management – Mortgage Banking Interest Rate and Market Risk" section in our 2017 Form 10-K.

While our hedging activities are designed to balance our mortgage banking interest rate risks, the financial instruments we use may not perfectly correlate with the values and income being hedged. For example, the change in the value of ARM production held for sale from changes in mortgage interest rates may or may not be fully offset by LIBOR index-based financial instruments used as economic hedges for such ARMs. Additionally, hedge-carry income on our economic hedges for the MSRs may not continue at recent levels if the spread between short-term and long-term rates decreases, the overall level of hedges changes as interest rates change, or there are other changes in the market for mortgage forwards that affect the implied carry.

The total carrying value of our residential and commercial MSRs was $ 16.8 billion at June 30, 2018 , and $ 15.0 billion at December 31, 2017 . The weighted-average note rate on our portfolio of loans serviced for others was 4.27% at June 30, 2018 , and 4.23% at December 31, 2017 . The carrying value of our total MSRs represented 0.98% of mortgage loans serviced for others at June 30, 2018 , and 0.88% of mortgage loans serviced for others at December 31, 2017 .

MARKET RISK Market risk is the risk of loss in the trading book associated with adverse changes in market risk factors such as interest rates, credit spreads, foreign exchange rates, equity, and commodity prices. The Finance Committee of our Board reviews the acceptable market risk appetite for our trading activities.


MARKET RISK – TRADING ACTIVITIES We engage in trading activities to accommodate the investment and risk management activities of our customers and to execute economic hedging to manage certain balance sheet risks. These trading activities predominantly occur within our Wholesale Banking businesses and to a lesser extent other divisions of the Company. Debt securities held for trading, equity securities held for trading, trading loans and trading derivatives are financial instruments used in our trading activities, and all are carried at fair value. Income earned on the financial instruments used in our trading activities include net interest income, changes in fair value and realized gains and losses. Net interest income earned from our trading activities is reflected in the interest income and interest expense components of our income statement. Changes in fair value of the financial instruments used in our trading activities are reflected in net gains on trading activities, a component of noninterest income in our income statement. For more information on the financial instruments used in our trading activities and the income from these trading activities, see Note 4 (Trading Activities) to Financial Statements in this Report.

The Company uses value-at-risk (VaR) metrics complemented with sensitivity analysis and stress testing in measuring and monitoring market risk. VaR is a statistical risk measure used to estimate the potential loss from adverse moves in the financial markets. For more information, see the "Risk Management – Asset/Liability Management – Market Risk – Trading Activities" section in our 2017 Form 10-K.

Trading VaR is the measure used to provide insight into the market risk exhibited by the Company's trading positions. The

Company calculates Trading VaR for risk management purposes to establish line of business and Company-wide risk limits. Trading VaR is calculated based on all trading positions on our balance sheet.


46

Asset/Liability Management ( continued )


Table 30 shows the Company's Trading General VaR by risk category. As presented in Table 30 , average Company Trading General VaR was $ 15 million for the quarter ended June 30, 2018 , compared with $ 17 million for the quarter ended March 31, 2018 , and $ 29 million for the quarter ended June 30, 2017. The

decrease in average Company Trading General VaR for the quarter ended June 30, 2018, was mainly driven by changes in portfolio composition.

Table 30: Trading 1-Day 99% General VaR by Risk Category

Quarter ended

June 30, 2018

March 31, 2018

June 30, 2017

(in millions)

Period

end


Average


Low


High


Period
end


Average


Low


High


Period

end


Average


Low


High


Company Trading General VaR Risk Categories

Credit

$

17


18


15


20


14


14


10


18


23


29


23


36


Interest rate

18


17


11


24


15


13


7


21


10


20


10


27


Equity

8


7


5


16


14


13


10


16


10


11


9


14


Commodity

1


1


1


1


1


1


1


1


1


1


1


2


Foreign exchange

0


0


0


1


0


1


0


3


1


1


0


1


Diversification benefit (1)

(29

)

(28

)

(22

)

(25

)

(29

)

(33

)

Company Trading General VaR

$

15


15


22


17


16


29


(1)

The period-end VaR was less than the sum of the VaR components described above, which is due to portfolio diversification. The diversification effect arises because the risks are not perfectly correlated causing a portfolio of positions to usually be less risky than the sum of the risks of the positions alone. The diversification benefit is not meaningful for low and high metrics since they may occur on different days.


Market Risk Governance, Measurement, Monitoring and Model Risk Management We employ a well-defined and structured market risk governance process and market risk measurement process, which incorporates VaR measurements combined with sensitivity analysis and stress testing to help us monitor our market risk. These monitoring measurements require the use of market risk models, which we govern by our Corporate Model Risk policies and procedures. For more information on our governance, measurement, monitoring, and model risk management practices, see the "Risk Management – Asset/Liability Management – Market Risk – Trading Activities" section in our 2017 Form 10-K.


MARKET RISK – EQUITY SECURITIES We are directly and indirectly affected by changes in the equity markets. We make and manage direct investments in start-up businesses, emerging growth companies, management buy-outs, acquisitions and corporate recapitalizations. We also invest in non-affiliated funds that make similar private equity investments. These private equity investments are made within capital allocations approved by management and the Board. The Board's policy is to review business developments, key risks and historical returns for the private equity investment portfolio at least annually. Management reviews these investments at least quarterly and assesses them for possible OTTI and observable price changes. For nonmarketable equity securities, the analysis is based on facts and circumstances of each individual investment and the expectations for that investment's cash flows, capital needs, the viability of its business model, our exit strategy, and observable price changes that are similar to the investment held. Investments in nonmarketable equity securities include private equity investments accounted for under the equity method, fair value through net income, and the measurement alternative.

In conjunction with the March 2008 initial public offering (IPO) of Visa, Inc. (Visa), we received approximately 20.7 million shares of Visa Class B common stock, the class which was apportioned to member banks of Visa at the time of the IPO. To manage our exposure to Visa and realize the value of the appreciated Visa shares, we incrementally sold these shares

through a series of sales, thereby eliminating this position as of September 30, 2015. As part of these sales, we agreed to compensate the buyer for any additional contributions to a litigation settlement fund for the litigation matters associated with the Class B shares we sold. Our exposure to this retained litigation risk has been updated quarterly and is reflected on our balance sheet. For additional information about the associated litigation matters, see the "Interchange Litigation" section in Note 13 (Legal Actions) to Financial Statements in this Report.

As part of our business to support our customers, we trade public equities, listed/OTC equity derivatives and convertible bonds. We have parameters that govern these activities. We also have marketable equity securities that include investments relating to our venture capital activities. We manage these marketable equity securities within capital risk limits approved by management and the Board and monitored by Corporate ALCO and the Market Risk Committee. The fair value changes in these marketable equity securities are recognized in net income. For more information, see Note 7 (Equity Securities) to Financial Statements in this Report.

Changes in equity market prices may also indirectly affect our net income by (1) the value of third party assets under management and, hence, fee income, (2) borrowers whose ability to repay principal and/or interest may be affected by the stock market, or (3) brokerage activity, related commission income and other business activities. Each business line monitors and manages these indirect risks.





47


LIQUIDITY AND FUNDING The objective of effective liquidity management is to ensure that we can meet customer loan requests, customer deposit maturities/withdrawals and other cash commitments efficiently under both normal operating conditions and under periods of Wells Fargo-specific and/or market stress. To achieve this objective, the Board of Directors establishes liquidity guidelines that require sufficient asset-based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets. These guidelines are monitored on a monthly basis by the Corporate ALCO and on a quarterly basis by the Board of Directors. These guidelines are established and monitored for both the consolidated company and for the Parent on a stand-alone basis to ensure that the Parent is a source of strength for its regulated, deposit-taking banking subsidiaries.


Liquidity Standards In September 2014, the FRB, OCC and FDIC issued a final rule that implements a quantitative liquidity requirement consistent with the liquidity coverage ratio (LCR) established by the Basel Committee on Banking Supervision (BCBS). The rule requires banking institutions, such as Wells Fargo, to hold high-quality liquid assets (HQLA), such as central bank reserves and government and corporate debt that can be converted easily and quickly into cash, in an amount equal to or greater than its projected net cash outflows during a 30-day stress period. The rule is applicable to the Company on a consolidated basis and to our insured depository institutions with total assets greater than $10 billion. In addition, the FRB finalized rules imposing enhanced liquidity management standards on large bank holding companies (BHC) such as Wells Fargo, and has finalized a rule that requires large bank holding companies to publicly disclose on a quarterly basis certain quantitative and qualitative information regarding their LCR calculations.

The FRB, OCC and FDIC have proposed a rule that would implement a stable funding requirement, the net stable funding ratio (NSFR), which would require large banking organizations, such as Wells Fargo, to maintain a sufficient amount of stable funding in relation to their assets, derivative exposures and commitments over a one-year horizon period.


Liquidity Coverage Ratio As of June 30, 2018 , the consolidated Company and Wells Fargo Bank, N.A. were above

the minimum LCR requirement of 100%, which is calculated as HQLA divided by projected net cash outflows, as each is defined under the LCR rule. Table 31 presents the Company's quarterly average values for the daily-calculated LCR and its components calculated pursuant to the LCR rule requirements.


Table 31: Liquidity Coverage Ratio

(in millions, except ratio)

Average for Quarter ended June 30, 2018


HQLA (1)(2)

$

361,921


Projected net cash outflows

294,460


LCR

123

%

(1) Excludes excess HQLA at Wells Fargo Bank, N.A.

(2) Net of applicable haircuts required under the LCR rule.

Liquidity Sources We maintain liquidity in the form of cash, cash equivalents and unencumbered high-quality, liquid debt securities. These assets make up our primary sources of liquidity which are presented in Table 32 . Our primary sources of liquidity are substantially the same in composition as HQLA under the LCR rule; however, our primary sources of liquidity will generally exceed HQLA calculated under the LCR rule due to the applicable haircuts to HQLA and the exclusion of excess HQLA at our subsidiary insured depository institutions required under the LCR rule.

Our cash is predominantly on deposit with the Federal Reserve. Debt securities included as part of our primary sources of liquidity are comprised of U.S. Treasury and federal agency debt, and mortgage-backed securities issued by federal agencies within our debt securities portfolio. We believe these debt securities provide quick sources of liquidity through sales or by pledging to obtain financing, regardless of market conditions. Some of these debt securities are within the held-to-maturity portion of our debt securities portfolio and as such are not intended for sale but may be pledged to obtain financing. Some of the legal entities within our consolidated group of companies are subject to various regulatory, tax, legal and other restrictions that can limit the transferability of their funds. We believe we maintain adequate liquidity for these entities in consideration of such funds transfer restrictions.

Table 32: Primary Sources of Liquidity

June 30, 2018

December 31, 2017

(in millions)

Total


Encumbered


Unencumbered


Total


Encumbered


Unencumbered


Interest-earning deposits with banks

$

142,999


-


142,999


192,580


-


192,580


Debt securities of U.S. Treasury and federal agencies

50,216


804


49,412


51,125


964


50,161


Mortgage-backed securities of federal agencies (1)

244,192


33,084


211,108


246,894


46,062


200,832


Total

$

437,407


33,888


403,519


490,599


47,026


443,573


(1)

Included in encumbered debt securities at June 30, 2018 , were debt securities with a fair value of $884 million which were purchased in June 2018, but settled in July 2018.


In addition to our primary sources of liquidity shown in Table 32 , liquidity is also available through the sale or financing of other debt securities including trading and/or available-for-sale debt securities, as well as through the sale, securitization or financing of loans, to the extent such debt securities and loans are not encumbered. In addition, other debt securities in our held-to-maturity portfolio, to the extent not encumbered, may be pledged to obtain financing.

Deposits have historically provided a sizable source of relatively low-cost funds. Deposits were 134% of total loans at June 30, 2018 and 140% at December 31, 2017 .

Additional funding is provided by long-term debt and short-term borrowings. We access domestic and international capital markets for long-term funding (generally greater than one year) through issuances of registered debt securities, private placements and asset-backed secured funding.


48

Asset/Liability Management ( continued )


Table 33 shows selected information for short-term borrowings, which generally mature in less than 30 days.

Table 33: Short-Term Borrowings

Quarter ended

(in millions)

Jun 30
2018


Mar 31,
2018


Dec 31,
2017


Sep 30,
2017


Jun 30,
2017


Balance, period end

Federal funds purchased and securities sold under agreements to repurchase

$

89,307


80,916


88,684


79,824


78,683


Commercial paper

-


-


-


-


11


Other short-term borrowings

15,189


16,291


14,572


13,987


16,662


Total

$

104,496


97,207


103,256


93,811


95,356


Average daily balance for period

Federal funds purchased and securities sold under agreements to repurchase

$

89,138


86,535


88,197


81,980


79,826


Commercial paper

-


-


-


4


10


Other short-term borrowings

14,657


15,244


13,945


17,209


15,927


Total

$

103,795


101,779


102,142


99,193


95,763


Maximum month-end balance for period

Federal funds purchased and securities sold under agreements to repurchase (1)

$

92,103


88,121


91,604


83,260


78,683


Commercial paper (2)

-


-


-


11


11


Other short-term borrowings (3)

15,272


16,924


14,948


18,301


18,281


(1)

Highest month-end balance in each of the last five quarters was in May and January 2018, and November, August and June 2017.

(2)

There were no month-end balances in second and first quarter 2018, and fourth quarter 2017; highest month-end balance in each of the remaining two quarters was in July and June 2017.

(3)

Highest month-end balance in each of the last five quarters was in May and January 2018, and November, July and April 2017.

Long-Term Debt We issue long-term debt in a variety of maturities and currencies to achieve cost-efficient funding and to maintain an appropriate maturity profile. Long-term debt of $219.3 billion at June 30, 2018 , decreased $5.7 billion from December 31, 2017 . We issued $5.8 billion and $21.3 billion of

long-term debt in the second quarter and first half of 2018, respectively. Table 34 provides the aggregate carrying value of long-term debt maturities (based on contractual payment dates) for the remainder of 2018 and the following years thereafter, as of June 30, 2018 .

Table 34: Maturity of Long-Term Debt

June 30, 2018

(in millions)

Remaining 2018


2019


2020


2021


2022


Thereafter


Total


Wells Fargo & Company (Parent Only)

Senior notes

$

1,111


6,681


13,175


17,734


17,837


51,430


107,968


Subordinated notes

588


-


-


-


-


25,162


25,750


Junior subordinated notes

-


-


-


-


-


1,589


1,589


Total long-term debt - Parent

$

1,699


6,681


13,175


17,734


17,837


78,181


135,307


Wells Fargo Bank, N.A. and other bank entities (Bank)

Senior notes

$

14,647


31,926


9,997


11,704


40


195


68,509


Subordinated notes

-


-


-


-


-


5,202


5,202


Junior subordinated notes

-


-


-


-


-


347


347


Securitizations and other bank debt

1,418


1,140


1,228


289


160


2,413


6,648


Total long-term debt - Bank

$

16,065


33,066


11,225


11,993


200


8,157


80,706


Other consolidated subsidiaries

Senior notes

$

754


1,126


-


944


-


374


3,198


Securitizations and other bank debt

73


-


-


-


-


-


73


Total long-term debt - Other consolidated subsidiaries

$

827


1,126


-


944


-


374


3,271


Total long-term debt

$

18,591


40,873


24,400


30,671


18,037


86,712


219,284


Parent In February 2017, the Parent filed a registration statement with the SEC for the issuance of senior and subordinated notes, preferred stock and other securities. The Parent's ability to issue debt and other securities under this registration statement is limited by the debt issuance authority granted by the Board. As of June 30, 2018 , the Parent

was authorized by the Board to issue up to $180 billion in outstanding long-term debt. The Parent's long-term debt issuance authority granted by the Board includes debt issued to affiliates and others. At June 30, 2018 , the Parent had available $36.7 billion in long-term debt issuance authority. During the first half of 2018, the Parent issued $405 million of senior notes,


49


of which $398 million were registered with the SEC. The Parent's short-term debt issuance authority granted by the Board was limited to debt issued to affiliates, and was revoked by the Board at management's request in January 2018.

The Parent's proceeds from securities issued were used for general corporate purposes, and, unless otherwise specified in the applicable prospectus or prospectus supplement, we expect the proceeds from securities issued in the future will be used for the same purposes. Depending on market conditions, we may purchase our outstanding debt securities from time to time in privately negotiated or open market transactions, by tender offer, or otherwise.


Wells Fargo Bank, N.A. As of June 30, 2018 , Wells Fargo Bank, N.A. was authorized by its board of directors to issue $100 billion  in outstanding short-term debt and $175 billion in outstanding long-term debt and had available $97.5 billion in short-term debt issuance authority and $105.2 billion in long-term debt issuance authority. In April 2018, Wells Fargo Bank, N.A. established a new $100 billion bank note program under which, subject to any other debt outstanding under the limits described above, it may issue $50 billion in outstanding short-term senior notes and $50 billion in outstanding long-term senior or subordinated notes. At June 30, 2018 , Wells Fargo Bank, N.A. had remaining issuance capacity under the new bank note program of $50 billion in short-term senior notes and $50 billion in long-term senior or subordinated notes. During the first half of 2018, Wells Fargo Bank, N.A. issued $7.3 billion of unregistered senior notes, $6.0 billion of which were issued under a prior bank note program. Furthermore, in July 2018, Wells Fargo Bank, N.A. issued $3.3 billion of unregistered senior notes under the new bank note program and executed $500 million in FHLB advances. In addition, during the first half

of 2018, Wells Fargo Bank, N.A. executed advances of $15.5 billion with the Federal Home Loan Bank of Des Moines, and as of June 30, 2018, Wells Fargo Bank, N.A. had outstanding advances of $51.1 billion across the Federal Home Loan Bank System.


Credit Ratings Investors in the long-term capital markets, as well as other market participants, generally will consider, among other factors, a company's debt rating in making investment decisions. Rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, the level and quality of earnings, and rating agency assumptions regarding the probability and extent of federal financial assistance or support for certain large financial institutions. Adverse changes in these factors could result in a reduction of our credit rating; however, our debt securities do not contain credit rating covenants.

There were no significant actions undertaken by the rating agencies with regard to our credit ratings during second quarter 2018. Both the Parent and Wells Fargo Bank, N.A. remain among the highest-rated financial firms in the U.S.

See the "Risk Factors" section in our 2017 Form 10-K for additional information regarding our credit ratings and the potential impact a credit rating downgrade would have on our liquidity and operations, as well as Note 14 (Derivatives) to Financial Statements in this Report for information regarding additional collateral and funding obligations required for certain derivative instruments in the event our credit ratings were to fall below investment grade.

The credit ratings of the Parent and Wells Fargo Bank, N.A. as of June 30, 2018 , are presented in Table 35 .


Table 35: Credit Ratings as of June 30, 2018

Wells Fargo & Company

Wells Fargo Bank, N.A.

Senior debt

Short-term

borrowings 

Long-term

deposits 

Short-term

borrowings 

Moody's

A2

P-1

Aa1

P-1

S&P

A-

A-2

A+

A-1

Fitch Ratings, Inc.

A+

F1

AA

F1+

DBRS

AA (low)

R-1 (middle)

AA

R-1 (high)

FEDERAL HOME LOAN BANK MEMBERSHIP The Federal Home Loan Banks (the FHLBs) are a group of cooperatives that lending institutions use to finance housing and economic development in local communities. We are a member of the FHLBs based in Dallas, Des Moines and San Francisco. Each member of the FHLBs is required to maintain a minimum investment in capital stock of the applicable FHLB. The board of directors of each FHLB can increase the minimum investment requirements in the event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Board. Because the extent of any obligation to increase our investment in any of the FHLBs depends entirely upon the occurrence of a future event, potential future payments to the FHLBs are not determinable.



50

Capital Management ( continued )


Capital Management

We have an active program for managing capital through a comprehensive process for assessing the Company's overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations. We primarily fund our capital needs through the retention of earnings net of both dividends and share repurchases, as well as through the issuance of preferred stock and long and short-term debt. Retained earnings increased $5.5 billion from December 31, 2017 , predominantly from Wells Fargo net income of $10.3 billion , less common and preferred stock dividends of $4.6 billion . During second quarter 2018 , we issued 11.0 million shares of common stock. During second quarter 2018 , we repurchased 35.8 million shares of common stock in open market transactions and from employee benefit plans, at a cost of $1.9 billion . We entered into a $1 billion forward repurchase contract with an unrelated third party in April 2018, which settled in July 2018 for 18.8 million common shares. We also entered into a $1 billion forward repurchase contract with an unrelated third party in July 2018 that is expected to settle in fourth quarter 2018 for approximately 18 million common shares. For additional information about our forward repurchase agreements, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report.

On July 24, 2018, we announced that we will redeem on September 17, 2018, all of our 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, at a redemption price equal to $1,000 per share, as approved by the Board. We expect the redemption of the Series J Preferred Stock to reduce our diluted earnings per common share in third quarter 2018 by approximately $0.03 per share as a result of eliminating the discount recorded on these shares at the time of our acquisition of Wachovia.

Regulatory Capital Guidelines

The Company and each of our insured depository institutions are subject to various regulatory capital adequacy requirements administered by the FRB and the OCC. Risk-based capital (RBC) guidelines establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures as discussed below.


RISK-BASED CAPITAL AND RISK-WEIGHTED ASSETS The Company is subject to final and interim final rules issued by federal banking regulators to implement Basel III capital requirements for U.S. banking organizations. These rules are based on international guidelines for determining regulatory capital issued by the Basel Committee on Banking Supervision (BCBS). The federal banking regulators' capital rules, among other things, require on a fully phased-in basis:

a minimum Common Equity Tier 1 (CET1) ratio of 9.0%, comprised of a 4.5% minimum requirement plus a capital conservation buffer of 2.5% and for us, as a global systemically important bank (G-SIB), a capital surcharge to be calculated annually, which is 2.0% based on our year-end 2016 data;

a minimum tier 1 capital ratio of 10.5%, comprised of a 6.0% minimum requirement plus the capital conservation buffer of 2.5% and the G-SIB capital surcharge of 2.0%;

a minimum total capital ratio of 12.5%, comprised of a 8.0% minimum requirement plus the capital conservation buffer of 2.5% and the G-SIB capital surcharge of 2.0%;

a potential countercyclical buffer of up to 2.5% to be added to the minimum capital ratios, which is currently not in effect but could be imposed by regulators at their discretion if it is determined that a period of excessive credit growth is contributing to an increase in systemic risk;

a minimum tier 1 leverage ratio of 4.0%; and

a minimum supplementary leverage ratio (SLR) of 5.0% (comprised of a 3.0% minimum requirement plus a supplementary leverage buffer of 2.0%) for large and internationally active bank holding companies (BHCs).

We were required to comply with the final Basel III capital rules beginning January 2014, with certain provisions subject to phase-in periods. Beginning January 1, 2018, the requirements for calculating CET1 and tier 1 capital, along with RWAs, became fully phased-in. However, the requirements for calculating tier 2 and total capital are still in accordance with Transition Requirements. The entire Basel III capital rules are scheduled to be fully phased in by the end of 2021. The Basel III capital rules contain two frameworks for calculating capital requirements, a Standardized Approach, which replaced Basel I, and an Advanced Approach applicable to certain institutions, including Wells Fargo. Accordingly, in the assessment of our capital adequacy, we must report the lower of our CET1, tier 1 and total capital ratios calculated under the Standardized Approach and under the Advanced Approach.

On April 10, 2018, the FRB issued a proposed rule that would add a stress capital buffer and a stress leverage buffer to the minimum capital and tier 1 leverage ratio requirements. The buffers would be calculated based on the decrease in a financial institution's risk-based capital and tier 1 leverage ratios under the supervisory severely adverse scenario in CCAR, plus four quarters of planned common stock dividends. The stress capital buffer would replace the 2.5% capital conservation buffer under the Standardized Approach, whereas the stress leverage buffer would be added to the current 4% minimum tier 1 leverage ratio.

Because the Company has been designated as a G-SIB, we are also subject to the FRB's rule implementing the additional capital surcharge of between 1.0-4.5% on G-SIBs. Under the rule, we must annually calculate our surcharge under two methods and use the higher of the two surcharges. The first method (method one) considers our size, interconnectedness, cross-jurisdictional activity, substitutability, and complexity, consistent with the methodology developed by the BCBS and the Financial Stability Board (FSB). The second (method two) uses similar inputs, but replaces substitutability with use of short-term wholesale funding and will generally result in higher surcharges than the BCBS methodology. The phase-in period for the G-SIB surcharge began on January 1, 2016 and will become fully effective on January 1, 2019. Based on year-end 2016 data, our 2018 G-SIB surcharge under method two is 2.0% of the Company's RWAs, which is the higher of method one and method two. Because the G-SIB surcharge is calculated annually based on data that can differ over time, the amount of the surcharge is subject to change in future years. Under the Standardized Approach (fully phased-in), our CET1 ratio of 11.98% exceeded the minimum of 9.0% by 298 basis points at June 30, 2018 .

The tables that follow provide information about our risk- based capital and related ratios as calculated under Basel III capital guidelines. For banking industry regulatory reporting purposes, we continue to report our tier 2 and total capital in


51


accordance with Transition Requirements but are managing our capital based on a fully phased-in calculation. For information about our capital requirements calculated in accordance with Transition Requirements, see Note 22 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report.

Table 36 summarizes our CET1, tier 1 capital, total capital,

risk-weighted assets and capital ratios on a fully phased-in basis at June 30, 2018 and December 31, 2017 . As of June 30, 2018 , our CET1, tier 1, and total capital ratios were lower using RWAs calculated under the Standardized Approach.


Table 36: Capital Components and Ratios (Fully Phased-In) (1)

June 30, 2018

December 31, 2017

(in millions, except ratios)

Advanced Approach


Standardized Approach


Advanced Approach


Standardized Approach


Common Equity Tier 1

(A)

$

152,955


152,955


154,022


154,022


Tier 1 Capital

(B)

176,456


176,456


177,466


177,466


Total Capital

(C)

207,940


216,021


208,395


218,159


Risk-Weighted Assets

(D)

1,206,821


1,276,332


1,225,939


1,285,563


Common Equity Tier 1 Capital Ratio

(A)/(D)

12.67

%

11.98


*

12.56


11.98


*

Tier 1 Capital Ratio

(B)/(D)

14.62


13.83


*

14.48


13.80


*

Total Capital Ratio

(C)/(D)

17.23



16.93


*

17.00


16.97


*

*Denotes the lowest capital ratio as determined under the Advanced and Standardized Approaches.

(1)

Beginning January 1, 2018, the requirements for calculating CET1 and tier 1 capital, along with RWAs, became fully phased-in. However, the requirements for calculating tier 2 and total capital are still in accordance with Transition Requirements. Accordingly, fully phased-in total capital amounts and ratios are considered non-GAAP financial measures that are used by management, bank regulatory agencies, investors and analysts to assess and monitor the Company's capital position. See Table 37 for information regarding the calculation and components of CET1, tier 1 capital, total capital and RWAs, as well as the corresponding reconciliation of our fully phased-in regulatory capital amounts to GAAP financial measures.


52

Capital Management ( continued )


Table 37 provides information regarding the calculation and composition of our risk-based capital under the Advanced and Standardized Approaches at June 30, 2018 and December 31, 2017 .



Table 37: Risk-Based Capital Calculation and Components

June 30, 2018

December 31, 2017

(in millions)

Advanced Approach


Standardized Approach


Advanced Approach


Standardized Approach


Total equity

$

206,069


206,069


208,079


208,079


Adjustments:

Preferred stock

(25,737

)

(25,737

)

(25,358

)

(25,358

)

Additional paid-in capital on ESOP preferred stock

(116

)

(116

)

(122

)

(122

)

Unearned ESOP shares

2,051


2,051


1,678


1,678


Noncontrolling interests

(881

)

(881

)

(1,143

)

(1,143

)

Total common stockholders' equity


181,386


181,386


183,134


183,134


Adjustments:

Goodwill

(26,429

)

(26,429

)

(26,587

)

(26,587

)

Certain identifiable intangible assets (other than MSRs)

(1,091

)

(1,091

)

(1,624

)

(1,624

)

Other assets (1)

(2,160

)

(2,160

)

(2,155

)

(2,155

)

Applicable deferred taxes (2)

874


874


962


962


Investment in certain subsidiaries and other

375


375


292


292


Common Equity Tier 1 (Fully Phased-In)


152,955


152,955


154,022


154,022


Effect of Transition Requirements (3)

-


-


743


743


Common Equity Tier 1 (Transition Requirements)

$

152,955


152,955


154,765


154,765


Common Equity Tier 1 (Fully Phased-In)

$

152,955


152,955


154,022


154,022


Preferred stock

25,737


25,737


25,358


25,358


Additional paid-in capital on ESOP preferred stock

116


116


122


122


Unearned ESOP shares

(2,051

)

(2,051

)

(1,678

)

(1,678

)

Other

(301

)

(301

)

(358

)

(358

)

Total Tier 1 capital (Fully Phased-In)

(A)

176,456


176,456


177,466


177,466


Effect of Transition Requirements (3)

-


-


743


743


Total Tier 1 capital (Transition Requirements)

$

176,456


176,456


178,209


178,209


Total Tier 1 capital (Fully Phased-In)

$

176,456


176,456


177,466


177,466


Long-term debt and other instruments qualifying as Tier 2

28,607


28,607


28,994


28,994


Qualifying allowance for credit losses (4)

3,029


11,110


2,196


11,960


Other

(152

)

(152

)

(261

)

(261

)

Total Tier 2 capital (Fully Phased-In)

(B)

31,484


39,565


30,929


40,693


Effect of Transition Requirements

697


697


1,195


1,195


Total Tier 2 capital (Transition Requirements)

$

32,181


40,262


32,124


41,888


Total qualifying capital (Fully Phased-In)

(A)+(B)

$

207,940


216,021


208,395


218,159


Total Effect of Transition Requirements

697


697


1,938


1,938


Total qualifying capital (Transition Requirements)

$

208,637


216,718


210,333


220,097


Risk-Weighted Assets (RWAs) (5)(6):

Credit risk

$

832,109


1,230,895


890,171


1,249,395


Market risk

45,437


45,437


36,168


36,168


Operational risk

329,275


N/A


299,600


N/A


Total RWAs (Fully Phased-In) (3)

$

1,206,821


1,276,332


1,225,939


1,285,563


(1)

Represents goodwill and other intangibles on nonmarketable equity securities, which are included in other assets.

(2)

Applicable deferred taxes relate to goodwill and other intangible assets. They were determined by applying the combined federal statutory rate and composite state income tax rates to the difference between book and tax basis of the respective goodwill and intangible assets at period end.

(3)

Beginning January 1, 2018, the requirements for calculating CET1 and tier 1 capital, along with RWAs, became fully phased-in, so the effect of the transition requirements was $0 at June 30, 2018 .

(4)

Under the Advanced Approach the allowance for credit losses that exceeds expected credit losses is eligible for inclusion in Tier 2 Capital, to the extent the excess allowance does not exceed 0.6% of Advanced credit RWAs, and under the Standardized Approach, the allowance for credit losses is includable in Tier 2 Capital up to 1.25% of Standardized credit RWAs, with any excess allowance for credit losses being deducted from total RWAs.

(5)

RWAs calculated under the Advanced Approach utilize a risk-sensitive methodology, which relies upon the use of internal credit models based upon our experience with internal rating grades. Advanced Approach also includes an operational risk component, which reflects the risk of operating loss resulting from inadequate or failed internal processes or systems.

(6)

Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total RWAs.


53


Table 38 presents the changes in Common Equity Tier 1 under the Advanced Approach for the six months ended June 30, 2018 .



Table 38: Analysis of Changes in Common Equity Tier 1

(in millions)

Common Equity Tier 1 (Fully Phased-In) at December 31, 2017

$

154,022


Net income applicable to common stock

9,525


Common stock dividends

(3,811

)

Common stock issued, repurchased, and stock compensation-related items

(4,242

)

Goodwill

158


Certain identifiable intangible assets (other than MSRs)

532


Other assets (1)

(5

)

Applicable deferred taxes (2)

(88

)

Investment in certain subsidiaries and other

(3,136

)

Change in Common Equity Tier 1

(1,067

)

Common Equity Tier 1 (Fully Phased-In) at June 30, 2018

$

152,955


(1)

Represents goodwill and other intangibles on nonmarketable equity securities, which are included in other assets.

(2)

Applicable deferred taxes relate to goodwill and other intangible assets. They were determined by applying the combined federal statutory rate and composite state income tax rates to the difference between book and tax basis of the respective goodwill and intangible assets at period end.


Table 39 presents net changes in the components of RWAs under the Advanced and Standardized Approaches for the six months ended June 30, 2018 .



Table 39: Analysis of Changes in RWAs

(in millions)

Advanced Approach


Standardized Approach


RWAs (Fully Phased-In) at December 31, 2017

$

1,225,939


1,285,563


Net change in credit risk RWAs

(58,062

)

(18,500

)

Net change in market risk RWAs

9,269


9,269


Net change in operational risk RWAs

29,675


N/A


Total change in RWAs

(19,118

)

(9,231

)

RWAs (Fully Phased-In) at June 30, 2018

$

1,206,821


1,276,332




54

Capital Management ( continued )


TANGIBLE COMMON EQUITY We also evaluate our business based on certain ratios that utilize tangible common equity. Tangible common equity is a non-GAAP financial measure and represents total equity less preferred equity, noncontrolling interests, and goodwill and certain identifiable intangible assets (including goodwill and intangible assets associated with certain of our nonmarketable equity securities, but excluding mortgage servicing rights), net of applicable deferred taxes. These tangible common equity ratios are as follows:

Tangible book value per common share, which represents tangible common equity divided by common shares outstanding.

Return on average tangible common equity (ROTCE), which represents our annualized earnings contribution as a percentage of tangible common equity.


The methodology of determining tangible common equity may differ among companies. Management believes that tangible book value per common share and return on average tangible common equity, which utilize tangible common equity, are useful financial measures because they enable investors and others to assess the Company's use of equity.

Table 40 provides a reconciliation of these non-GAAP financial measures to GAAP financial measures.


Table 40: Tangible Common Equity

Balance at period end

Average balance

Quarter ended

Quarter ended

Six months ended

(in millions, except ratios)

Jun 30,
2018


Mar 31,
2018


Jun 30,
2017


Jun 30,
2018


Mar 31,
2018


Jun 30,
2017


Jun 30,
2018


Jun 30,
2017


Total equity

$

206,069


205,910


205,949


206,067


206,180


205,755


206,123


203,668


Adjustments:

Preferred stock

(25,737

)

(26,227

)

(25,785

)

(26,021

)

(26,157

)

(25,849

)

(26,089

)

(25,508

)

Additional paid-in capital on ESOP preferred stock

(116

)

(146

)

(136

)

(129

)

(153

)

(144

)

(141

)

(145

)

Unearned ESOP shares

2,051


2,571


2,119


2,348


2,508


2,366


2,428


2,282


Noncontrolling interests

(881

)

(958

)

(915

)

(919

)

(997

)

(910

)

(958

)

(934

)

Total common stockholders' equity

(A)

181,386


181,150


181,232


181,346


181,381


181,218


181,363


179,363


Adjustments:

Goodwill

(26,429

)

(26,445

)

(26,573

)

(26,444

)

(26,516

)

(26,664

)

(26,480

)

(26,668

)

Certain identifiable intangible assets (other than MSRs)

(1,091

)

(1,357

)

(2,147

)

(1,223

)

(1,489

)

(2,303

)

(1,355

)

(2,445

)

Other assets (1)

(2,160

)

(2,388

)

(2,268

)

(2,271

)

(2,233

)

(2,160

)

(2,252

)

(2,128

)

Applicable deferred taxes (2)

874


918


1,624


889


933


1,648


911


1,685


Tangible common equity

(B)

$

152,580


151,878


151,868


152,297


152,076


151,739


152,187


149,807


Common shares outstanding

(C)

4,849.1


4,873.9


4,966.8


N/A


N/A


N/A


N/A


N/A


Net income applicable to common stock (3)

(D)

N/A


N/A


N/A


$

4,792


4,733


5,450


9,525


10,683


Book value per common share

(A)/(C)

$

37.41


37.17


36.49


N/A


N/A


N/A


N/A


N/A


Tangible book value per common share

(B)/(C)

31.47


31.16


30.58


N/A


N/A


N/A


N/A


N/A


Return on average common stockholders' equity (ROE) (annualized)

(D)/(A)

N/A


N/A


N/A


10.60

%

10.58


12.06


10.59


12.01


Return on average tangible common equity (ROTCE) (annualized)

(D)/(B)

N/A


N/A


N/A


12.62


12.62


14.41


12.62


14.38


(1)

Represents goodwill and other intangibles on nonmarketable equity securities, which are included in other assets.

(2)

Applicable deferred taxes relate to goodwill and other intangible assets. They were determined by applying the combined federal statutory rate and composite state income tax rates to the difference between book and tax basis of the respective goodwill and intangible assets at period end.

(3)

Quarter ended net income applicable to common stock is annualized for the respective ROE and ROTCE ratios.


55


SUPPLEMENTARY LEVERAGE RATIO In April 2014, federal banking regulators finalized a rule that enhances the SLR requirements for BHCs, like Wells Fargo, and their insured depository institutions. The SLR consists of Tier 1 capital divided by the Company's total leverage exposure. Total leverage exposure consists of the total average on-balance sheet assets, plus off-balance sheet exposures, such as undrawn commitments and derivative exposures, less amounts permitted to be deducted from Tier 1 capital. The rule, which became effective on January 1, 2018, requires a covered BHC to maintain a SLR of at least 5.0% (comprised of the 3.0% minimum requirement plus a supplementary leverage buffer of 2.0%) to avoid restrictions on capital distributions and discretionary bonus payments. The rule also requires that all of our insured depository institutions maintain a SLR of 6.0% under applicable regulatory capital adequacy guidelines. In April 2018, the FRB and OCC proposed rules (the "Proposed SLR Rules") that would replace the 2% supplementary leverage buffer with a buffer equal to one-half of the firm's G-SIB capital surcharge. The Proposed SLR Rules would similarly tailor the current 6% SLR requirement for our insured depository institutions. At June 30, 2018 , our SLR for the Company was 8.1% calculated under the Advanced Approach capital framework. Based on our review, our current leverage levels would exceed the applicable requirements for each of our insured depository institutions as well. See Table 41 for information regarding the calculation and components of the SLR.

Table 41: Supplementary Leverage Ratio

(in millions, except ratio)

Quarter ended June 30, 2018


Tier 1 capital

$

176,456


Total average assets

1,884,884


Less: deductions from Tier 1 capital (1)

29,226


Total adjusted average assets

1,855,658


Adjustments:

Derivative exposures (2)

69,575


Repo-style transactions (3)

3,349


Other off-balance sheet exposures (4)

254,798


Total adjustments

327,722


Total leverage exposure

$

2,183,380


Supplementary leverage ratio

8.1

%

(1)

Amounts permitted to be deducted from Tier 1 capital primarily include goodwill and other intangible assets, net of associated deferred tax liabilities.

(2)

Represents adjustments for off balance sheet derivative exposures, and derivative collateral netting as defined for supplementary leverage ratio determination purposes.

(3)

Adjustments for repo-style transactions represent counterparty credit risk for all repo-style transactions where Wells Fargo & Company is the principal (i.e., principal counterparty facing the client).

(4)

Adjustments for other off-balance sheet exposures represent the notional amounts of all off-balance sheet exposures (excluding off balance sheet exposures associated with derivative and repo-style transactions) less the adjustments for conversion to credit equivalent amounts under the regulatory capital rule.

OTHER REGULATORY CAPITAL MATTERS In December 2016, the FRB finalized rules to address the amount of equity and unsecured long-term debt a U.S. G-SIB must hold to improve its resolvability and resiliency, often referred to as Total Loss Absorbing Capacity (TLAC). Under the rules, which become effective on January 1, 2019, U.S. G-SIBs will be required to have a minimum TLAC amount (consisting of CET1 capital and additional tier 1 capital issued directly by the top-tier or covered BHC plus eligible external long-term debt) equal to the greater of (i) 18% of RWAs and (ii) 7.5% of total leverage exposure (the denominator of the SLR calculation). Additionally, U.S. G-SIBs will be required to maintain (i) a TLAC buffer equal to 2.5% of RWAs plus the firm's applicable G-SIB capital surcharge calculated under method one plus any applicable countercyclical buffer that will be added to the 18% minimum and (ii) an external TLAC leverage buffer equal to 2.0% of total leverage exposure that will be added to the 7.5% minimum, in order to avoid restrictions on capital distributions and discretionary bonus payments. The rules will also require U.S. G-SIBs to have a minimum amount of eligible unsecured long-term debt equal to the greater of (i) 6.0% of RWAs plus the firm's applicable G-SIB capital surcharge calculated under method two and (ii) 4.5% of the total leverage exposure. In addition, the rules will impose certain restrictions on the operations and liabilities of the top-tier or covered BHC in order to further facilitate an orderly resolution, including prohibitions on the issuance of short-term debt to external investors and on entering into derivatives and certain other types of financial contracts with external counterparties. While the rules permit permanent grandfathering of a significant portion of otherwise ineligible long-term debt that was issued prior to December 31, 2016, long-term debt issued after that date must be fully compliant with the eligibility requirements of the rules in order to count toward the minimum TLAC amount. As a result of the rules, we will need to issue additional long-term debt to remain compliant with the requirements. Under the Proposed SLR Rules, the 2% external TLAC leverage buffer would be replaced with a buffer equal to one-half of the firm's G-SIB capital surcharge. Additionally, the Proposed SLR Rules would modify the leverage component for calculating the minimum amount of eligible unsecured long-term debt from 4.5% of total leverage exposure to 2.5% of total leverage exposure plus one-half of the firm's G-SIB capital surcharge. As of June 30, 2018 , we estimate that our eligible external TLAC as a percentage of total risk-weighted assets was 23.61% compared with an expected January 1, 2019 required minimum of 22.0%. Similar to the risk-based capital requirements, we determine minimum required TLAC based on the greater of RWAs determined under the Standardized and Advanced approaches.

In addition, as discussed in the "Risk Management – Asset/ Liability Management – Liquidity and Funding – Liquidity Standards" section in this Report, federal banking regulators have issued a final rule regarding the U.S. implementation of the Basel III LCR and a proposed rule regarding the NSFR.


Capital Planning and Stress Testing

Our planned long-term capital structure is designed to meet regulatory and market expectations. We believe that our long-term targeted capital structure enables us to invest in and grow our business, satisfy our customers' financial needs in varying environments, access markets, and maintain flexibility to return capital to our shareholders. Our long-term targeted capital structure also considers capital levels sufficient to exceed capital requirements including the G-SIB surcharge. Accordingly, based on the final Basel III capital rules under the lower of the Standardized or Advanced Approaches CET1 capital ratios, we currently target a long-term CET1 capital ratio at or in excess of 10%, which includes a 2% G-SIB surcharge. Our capital targets are subject to change based on various factors, including changes to the regulatory capital framework and expectations for large banks promulgated by bank regulatory agencies, planned capital actions, changes in our risk profile and other factors.

Under the FRB's capital plan rule, large BHCs are required to submit capital plans annually for review to determine if the FRB has any objections before making any capital distributions. The


56

Capital Management ( continued )


rule requires updates to capital plans in the event of material changes in a BHC's risk profile, including as a result of any significant acquisitions. The FRB assesses the overall financial condition, risk profile, and capital adequacy of BHCs while considering both quantitative and qualitative factors when evaluating capital plans.

Our 2018 capital plan, which was submitted on April 4, 2018, as part of CCAR, included a comprehensive capital outlook supported by an assessment of expected sources and uses of capital over a given planning horizon under a range of expected and stress scenarios. As part of the 2018 CCAR, the FRB also generated a supervisory stress test, which assumed a sharp decline in the economy and significant decline in asset pricing using the information provided by the Company to estimate performance. The FRB reviewed the supervisory stress results both as required under the Dodd-Frank Act using a common set of capital actions for all large BHCs and by taking into account the Company's proposed capital actions. The FRB published its supervisory stress test results as required under the Dodd-Frank Act on June 21, 2018. On June 28, 2018, the FRB notified us that it did not object to our capital plan included in the 2018 CCAR. On July 24, 2018, the Company increased its quarterly common stock dividend to $0.43 per share, as approved by the Board. The plan also includes up to $24.5 billion of gross common stock repurchases, subject to management discretion, for the four-quarter period from third quarter 2018 through second quarter 2019.

Federal banking regulators require stress tests to evaluate whether an institution has sufficient capital to continue to operate during periods of adverse economic and financial conditions. These stress testing requirements set forth the timing and type of stress test activities large BHCs and banks must undertake as well as rules governing stress testing controls, oversight and disclosure requirements. The rules also limit a large BHC's ability to make capital distributions to the extent its actual capital issuances were less than amounts indicated in its capital plan. As required under the FRB's stress testing rule, we must submit a mid-cycle stress test based on second quarter data and scenarios developed by the Company.


Securities Repurchases

From time to time the Board authorizes the Company to repurchase shares of our common stock. Although we announce when the Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares. Future stock repurchases may be private or open-market repurchases, including block transactions, accelerated or delayed block transactions, forward transactions, and similar transactions. Additionally, we may enter into plans to purchase stock that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations, including the FRB's response to our capital plan and to changes in our risk profile.

In January 2018, the Board authorized the repurchase of 350 million shares of our common stock. At June 30, 2018 , we had remaining authority to repurchase approximately 334 million shares, subject to regulatory and legal conditions. For more information about share repurchases during second quarter 2018 , see Part II, Item 2 in this Report.

Historically, our policy has been to repurchase shares under the "safe harbor" conditions of Rule 10b-18 of the Securities Exchange Act of 1934 including a limitation on the daily volume of repurchases. Rule 10b-18 imposes an additional daily volume limitation on share repurchases during a pending merger or acquisition in which shares of our stock will constitute some or all of the consideration. Our management may determine that during a pending stock merger or acquisition when the safe harbor would otherwise be available, it is in our best interest to repurchase shares in excess of this additional daily volume limitation. In such cases, we intend to repurchase shares in compliance with the other conditions of the safe harbor, including the standing daily volume limitation that applies whether or not there is a pending stock merger or acquisition.

In connection with our participation in the Capital Purchase Program (CPP), a part of the Troubled Asset Relief Program (TARP), we issued to the U.S. Treasury Department warrants to purchase 110,261,688 shares of our common stock with an original exercise price of $34.01 per share expiring on October 28, 2018. The terms of the warrants require the exercise price to be adjusted under certain circumstances when the Company's quarterly common stock dividend exceeds $0.34 per share, which began occurring in second quarter 2014. Accordingly, with each quarterly common stock dividend above $0.34 per share, we must calculate whether an adjustment to the exercise price is required by the terms of the warrants, including whether certain minimum thresholds have been met to trigger an adjustment, and notify the holders of any such change. The Board authorized the repurchase by the Company of up to $1 billion of the warrants. At June 30, 2018 , there were 13,607,148 warrants outstanding, exercisable at $33.643 per share, and $452 million of unused warrant repurchase authority. Depending on market conditions, we may purchase from time to time additional warrants in privately negotiated or open market transactions, by tender offer or otherwise.



57


Regulatory Matters

Since the enactment of the Dodd-Frank Act in 2010, the U.S. financial services industry has been subject to a significant increase in regulation and regulatory oversight initiatives. This increased regulation and oversight has substantially changed how most U.S. financial services companies conduct business and has increased their regulatory compliance costs.

The following supplements our discussion of the significant regulations and regulatory oversight initiatives that have affected or may affect our business contained in the "Regulatory Matters" and "Risk Factors" sections in our 2017 Form 10-K and the "Regulatory Matters" section in our 2018 First Quarter Report on Form 10-Q.


ENHANCED SUPERVISION AND REGULATION OF SYSTEMICALLY IMPORTANT FIRMS The Dodd-Frank Act grants broad authority to federal banking regulators to establish enhanced supervisory and regulatory requirements for systemically important firms. The FRB has finalized a number of regulations implementing enhanced prudential requirements for large bank holding companies (BHCs) like Wells Fargo regarding risk-based capital and leverage, risk and liquidity management, and imposing debt-to-equity limits on any BHC that regulators determine poses a grave threat to the financial stability of the United States. The FRB and OCC have also finalized rules implementing stress testing requirements for large BHCs and national banks. The FRB has also finalized enhanced prudential standards that implement single counterparty credit limits, and has proposed a rule to establish remediation requirements for large BHCs experiencing financial distress. Similarly, the FRB has proposed additional requirements regarding effective risk management practices at large BHCs, including its expectations for boards of directors and senior management. In addition to the authorization of enhanced supervisory and regulatory requirements for systemically important firms, the Dodd-Frank Act also established the Financial Stability Oversight Council and the Office of Financial Research, which may recommend new systemic risk management requirements and require new reporting of systemic risks. The OCC, under separate authority, has also finalized guidelines establishing heightened governance and risk management standards for large national banks such as Wells Fargo Bank, N.A. The OCC guidelines require covered banks to establish and adhere to a written risk governance framework in order to manage and control their risk-taking activities. The guidelines also formalize roles and responsibilities for risk management practices within covered banks and create certain risk oversight responsibilities for their boards of directors.


VOLCKER RULE   The Volcker Rule, with limited exceptions, prohibits banking entities from engaging in proprietary trading or owning any interest in or sponsoring or having certain relationships with a hedge fund, a private equity fund or certain structured transactions that are deemed covered funds. Federal banking regulators, the SEC and CFTC (collectively, the Volcker supervisory regulators) jointly released a final rule to implement the Volcker Rule's restrictions, and the FRB has proposed further rules to streamline and modify compliance with the Volcker Rule's requirements. As a banking entity with more than $50 billion in consolidated assets, we are also subject to enhanced compliance program requirements.


"LIVING WILL" REQUIREMENTS AND RELATED MATTERS Rules adopted by the FRB and the FDIC under the Dodd-Frank Act require large financial institutions, including Wells Fargo, to prepare and periodically revise resolution plans, so-called "living-wills", that would facilitate their resolution in the event of material distress or failure. Under the rules, resolution plans are required to provide strategies for resolution under the Bankruptcy Code and other applicable insolvency regimes that can be accomplished in a reasonable period of time and in a manner that mitigates the risk that failure would have serious adverse effects on the financial stability of the United States. On December 19, 2017, the FRB and FDIC announced that Wells Fargo's 2017 resolution plan submission did not have any deficiencies; however, they identified a specific shortcoming that would need to be addressed in the Company's next submission. Our national bank subsidiary, Wells Fargo Bank, N.A., is also required to prepare a resolution plan and submitted its 2018 resolution plan to the FDIC on June 29, 2018. If the FRB or FDIC determines that our resolution plan has deficiencies, they may impose more stringent capital, leverage or liquidity requirements on us or restrict our growth, activities or operations until we adequately remedy the deficiencies. If the FRB or FDIC ultimately determines that we have been unable to remedy any deficiencies, they could require us to divest certain assets or operations.


BROKER-DEALER STANDARDS OF CONDUCT In April 2018, the SEC proposed a rule that would require broker-dealers to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities. This rule may impact the manner in which business is conducted with customers seeking investment advice and may affect certain investment product offerings.


FRB CONSENT ORDER REGARDING GOVERNANCE OVERSIGHT AND COMPLIANCE AND OPERATIONAL RISK MANAGEMENT On February 2, 2018, the Company entered into a consent order with the FRB. As required by the consent order, the Board submitted to the FRB a plan to further enhance the Board's governance and oversight of the Company, and the Company submitted to the FRB a plan to further improve the Company's compliance and operational risk management program. The consent order also requires the Company, following the FRB's acceptance and approval of the plans and the Company's adoption and implementation of the plans, to complete third-party reviews of the enhancements and improvements provided for in the plans. Until these third-party reviews are complete and the plans are approved and implemented to the satisfaction of the FRB, the Company's total consolidated assets will be limited to the level as of December 31, 2017. Compliance with this asset cap will be measured on a two-quarter daily average basis to allow for management of temporary fluctuations. The Company has had constructive dialogue with, and has received detailed feedback from, the FRB regarding the plans. In order to have enough time to incorporate this feedback into the plans in a thoughtful manner and to complete the required third-party reviews, which were initially due September 30, 2018, the Company is planning to operate under the asset cap through the first part of 2019. A second third-party review must also be conducted to assess the efficacy and sustainability of the improvements.



58

Regulatory Matters ( continued )


CONSENT ORDERS WITH THE CFPB AND OCC REGARDING COMPLIANCE RISK MANAGEMENT PROGRAM, AUTOMOBILE COLLATERAL PROTECTION INSURANCE POLICIES, AND MORTGAGE INTEREST RATE LOCK EXTENSIONS On April 20, 2018 we entered into consent orders with the CFPB and OCC to pay an aggregate of $1 billion in civil money penalties to resolve matters regarding our compliance risk management program and past practices involving certain automobile collateral protection insurance policies and certain mortgage interest rate lock extensions. As required by the consent orders, the Company submitted to the CFPB and OCC an enterprise-wide compliance risk management plan and a plan to enhance the Company's internal audit program with respect to federal consumer financial law and the terms of the consent orders. In addition, as required by the consent orders, the Company submitted for non-objection plans to remediate customers affected by the automobile collateral protection insurance and mortgage interest rate lock matters. The consent orders also require the Company to submit for non-objection, within 120 days of the date of the consent orders, a plan to develop and implement a remediation program that is applicable to remediation activities conducted by the Company.



59


Critical Accounting Policies

Our significant accounting policies (see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K) are fundamental to understanding our results of operations and financial condition because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Five of these policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies govern:

the allowance for credit losses;

the valuation of residential MSRs;

the fair value of financial instruments;

income taxes; and

liability for contingent litigation losses.


Management and the Board's Audit and Examination Committee have reviewed and approved these critical accounting policies. These policies are described further in the "Financial Review – Critical Accounting Policies" section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K.


60

Current Accounting Developments ( continued )


Current Accounting Developments

Table 42 provides the significant accounting updates applicable to us that have been issued by the FASB but are not yet effective.


Table 42: Current Accounting Developments – Issued Standards

Standard

Description

Effective date and financial statement impact

Accounting Standards Update (ASU or Update) 2018-02 – Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

Currently, the effect of remeasuring deferred tax assets and liabilities due to a change in tax laws or rates must be recognized in income from continuing operations in the reporting period that includes the enactment date. That guidance is applicable even in situations in which the related income tax effects were originally recognized in other comprehensive income. The Update permits a one-time reclassification from accumulated other comprehensive income to retained earnings for these stranded tax effects resulting from the Tax Cuts and Jobs Act.

The guidance is effective on January 1, 2019. Early application is permitted in any interim period prior to the effective date. An initial estimate of the application of the new guidance is expected to result in an increase in retained earnings of approximately $400 million. We expect to finalize the remeasurement of our temporary differences in connection with our 2018 U.S. tax filing. Accordingly, we expect to adopt ASU 2018-02 in fourth quarter 2018.

ASU 2017-08 – Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

The Update changes the accounting for certain purchased callable debt securities held at a premium to shorten the amortization period for the premium to the earliest call date rather than to the maturity date. Accounting for purchased callable debt securities held at a discount does not change. The discount would continue to amortize to the maturity date.

We expect to adopt the guidance in first quarter 2019 using the modified retrospective method with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Our debt securities portfolio includes holdings of available-for-sale (AFS) and held-to-maturity (HTM) callable debt securities held at a premium, which primarily consist of obligations of U.S. states and political subdivisions. At adoption, based upon our current portfolio composition, the guidance is expected to result in a cumulative effect reduction to retained earnings estimated to range from $500 to 600 million, which will be primarily offset with a corresponding increase to other comprehensive income related to AFS securities. The impact of the Update on our consolidated financial statements will be affected by our portfolio composition at the time of adoption, which may change between the most recent balance sheet date and the adoption date, as well as the finalization of necessary system enhancements. After adoption, the guidance will reduce interest income prior to the call date because the premium will be amortized over a shorter time period.

ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326):  Measurement of Credit Losses on Financial Instruments

The Update changes the accounting for credit losses on loans and debt securities. For loans and held-to-maturity debt securities, the Update requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. CECL requires loss estimates for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. Also, the Update eliminates the existing guidance for PCI loans, but requires an allowance for purchased financial assets with more than insignificant deterioration since origination. In addition, the Update modifies the other-than-temporary impairment model for available-for-sale debt securities to require an allowance for credit impairment instead of a direct write-down, which allows for reversal of credit impairments in future periods based on improvements in credit.

The guidance is effective in first quarter 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. While early adoption is permitted beginning in first quarter 2019, we do not expect to elect that option. We are evaluating the impact of the Update on our consolidated financial statements, including the development and implementation of models to estimate losses. We expect the Update will result in an increase in the allowance for credit losses with an expected increase for longer duration consumer portfolios such as real estate 1-4 family mortgage loans and an expected decrease for commercial loans given short contractual maturities with conditional renewal options. In addition, we will be required to recognize an allowance for debt securities. The amount of the expected increase will be affected by the portfolio composition and credit quality at the adoption date as well as economic conditions and forecasts at that time.

ASU 2016-02 – Leases (Topic 842)

The Update requires lessees to recognize operating leases on the balance sheet with lease liabilities and related right-of-use assets based on the present value of future lease payments. Lessor accounting activities are largely unchanged from existing lease accounting. The Update also eliminates leveraged lease accounting but allows existing leveraged leases to continue their current accounting until maturity, termination or modification.

We expect to adopt the guidance in first quarter 2019 using an optional transition method with a cumulative effect adjustment to retained earnings without restating 2018 and 2017 financial statements for comparable amounts. The calculation of our operating lease right-of-use assets and liabilities, for approximately 7,000 leases, are expected to be $5 billion and $5.5 billion, respectively, and will continue to be refined as we complete our implementation process. We do not expect material changes to the timing of expense recognition on our operating leases or the recognition and measurement of our lessor accounting. While the increase to our consolidated total assets related to operating lease right-of-use assets will increase our risk-weighted assets and decrease our capital ratios, we do not expect these changes to be material.

In addition to the list above, the following Updates are applicable to us but are not expected to have a material impact on our consolidated financial statements:

ASU 2017-04 – Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment


61


Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make forward-looking statements in our other documents filed or furnished with the SEC, and our management may make forward-looking statements orally to analysts, investors, representatives of the media and others. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "target," "projects," "outlook," "forecast," "will," "may," "could," "should," "can" and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about: (i) the future operating or financial performance of the Company, including our outlook for future growth; (ii) our noninterest expense and efficiency ratio; (iii) future credit quality and performance, including our expectations regarding future loan losses and allowance levels; (iv) the appropriateness of the allowance for credit losses; (v) our expectations regarding net interest income and net interest margin; (vi) loan growth or the reduction or mitigation of risk in our loan portfolios; (vii) future capital or liquidity levels or targets and our estimated Common Equity Tier 1 ratio under Basel III capital standards; (viii) the performance of our mortgage business and any related exposures; (ix) the expected outcome and impact of legal, regulatory and legislative developments, as well as our expectations regarding compliance therewith; (x) future common stock dividends, common share repurchases and other uses of capital; (xi) our targeted range for return on assets, return on equity, and return on tangible common equity; (xii) the outcome of contingencies, such as legal proceedings; and (xiii) the Company's plans, objectives and strategies.

Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:

current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters (including the impact of the Tax Cuts & Jobs Act), geopolitical matters, and any slowdown in global economic growth;

our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable terms;

financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;

the extent of our success in our loan modification efforts, as well as the effects of regulatory requirements or guidance regarding loan modifications;

the amount of mortgage loan repurchase demands that we receive and our ability to satisfy any such demands without having to repurchase loans related thereto or otherwise indemnify or reimburse third parties, and the credit quality of or losses on such repurchased mortgage loans;

negative effects relating to our mortgage servicing and foreclosure practices, as well as changes in industry standards or practices, regulatory or judicial requirements, penalties or fines, increased servicing and other costs or obligations, including loan modification requirements, or delays or moratoriums on foreclosures;

our ability to realize our efficiency ratio target as part of our expense management initiatives, including as a result of business and economic cyclicality, seasonality, changes in our business composition and operating environment, growth in our businesses and/or acquisitions, and unexpected expenses relating to, among other things, litigation and regulatory matters;

the effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgage loans held for sale;

significant turbulence or a disruption in the capital or financial markets, which could result in, among other things, reduced investor demand for mortgage loans, a reduction in the availability of funding or increased funding costs, and declines in asset values and/or recognition of other-than-temporary impairment on securities held in our debt securities and equity securities portfolios;

the effect of a fall in stock market prices on our investment banking business and our fee income from our brokerage, asset and wealth management businesses;

negative effects from the retail banking sales practices matter and from other instances where customers may have experienced financial harm, including on our legal, operational and compliance costs, our ability to engage in certain business activities or offer certain products or services, our ability to keep and attract customers, our ability to attract and retain qualified team members, and our reputation;

resolution of regulatory matters, litigation, or other legal actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;

a failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber attacks;

the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;

fiscal and monetary policies of the Federal Reserve Board; and

the other risk factors and uncertainties described under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 .


62

Forward-Looking Statements ( continued )


In addition to the above factors, we also caution that the amount and timing of any future common stock dividends or repurchases will depend on the earnings, cash requirements and financial condition of the Company, market conditions, capital requirements (including under Basel capital standards), common stock issuance requirements, applicable law and regulations (including federal securities laws and federal banking regulations), and other factors deemed relevant by the Company's Board of Directors, and may be subject to regulatory approval or conditions.

For more information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 , as filed with the Securities and Exchange Commission and available on its website at www.sec.gov. 

Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.


Forward-looking Non-GAAP Financial Measures. From time to time management may discuss forward-looking non-GAAP financial measures, such as forward-looking estimates or targets for return on average tangible common equity. We are unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because we are unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant to future results.


Risk Factors

An investment in the Company involves risk, including the possibility that the value of the investment could fall substantially and that dividends or other distributions on the investment could be reduced or eliminated. For a discussion of risk factors that could adversely affect our financial results and condition, and the value of, and return on, an investment in the Company, we refer you to the "Risk Factors" section in our 2017 Form 10-K.


63


Controls and Procedures

Disclosure Controls and Procedures

The Company's management evaluated the effectiveness, as of June 30, 2018 , of the Company's disclosure controls and procedures. The Company's chief executive officer and chief financial officer participated in the evaluation. Based on this evaluation, the Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2018 .


Internal Control Over Financial Reporting

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP) and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No change occurred during second quarter 2018 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


64


Wells Fargo & Company and Subsidiaries

Consolidated Statement of Income (Unaudited)

Quarter ended June 30,

Six months ended June 30,

(in millions, except per share amounts)

2018


2017


2018


2017


Interest income

Debt securities (1)(2)

$

3,594


3,226


$

7,008


6,399


Mortgage loans held for sale (2)

198


191


377


373


Loans held for sale (1)

48


13


72


23


Loans

10,912


10,358


21,491


20,499


Equity securities (1)

221


199


452


374


Other interest income (1)

1,042


707


1,962


1,239


Total interest income (2)

16,015


14,694


31,362


28,907


Interest expense

Deposits (2)

1,268


677


2,358


1,213


Short-term borrowings

398


163


709


277


Long-term debt (2)

1,658


1,275


3,234


2,422


Other interest expense

150


108


282


200


Total interest expense (2)

3,474


2,223


6,583


4,112


Net interest income (2)

12,541


12,471


24,779



24,795


Provision for credit losses

452


555


643


1,160


Net interest income after provision for credit losses

12,089


11,916


24,136


23,635


Noninterest income

Service charges on deposit accounts

1,163


1,276


2,336


2,589


Trust and investment fees

3,675


3,629


7,358


7,199


Card fees

1,001


1,019


1,909


1,964


Other fees

846


902


1,646


1,767


Mortgage banking

770


1,148


1,704


2,376


Insurance

102


280


216


557


Net gains from trading activities (1)

191


151


434


423


Net gains on debt securities (3)

41


120


42


156


Net gains from equity securities (1)(4)

295


274


1,078


844


Lease income

443


493


898


974


Other (2)

485


472


1,087


846


Total noninterest income (2)

9,012


9,764


18,708


19,695


Noninterest expense

Salaries

4,465


4,343


8,828


8,604


Commission and incentive compensation

2,642


2,499


5,410


5,224


Employee benefits

1,245


1,308


2,843


2,994


Equipment

550


529


1,167


1,106


Net occupancy

722


706


1,435


1,418


Core deposit and other intangibles

265


287


530


576


FDIC and other deposit assessments

297


328


621


661


Other

3,796


3,541


8,190


6,750


Total noninterest expense

13,982


13,541


29,024


27,333


Income before income tax expense (2)

7,119


8,139


13,820



15,997


Income tax expense (2)

1,810


2,245


3,184


4,378


Net income before noncontrolling interests (2)

5,309


5,894


10,636



11,619


Less: Net income from noncontrolling interests

123


38


314


129


Wells Fargo net income (2)

$

5,186


5,856


$

10,322



11,490


Less: Preferred stock dividends and other

394


406


797


807


Wells Fargo net income applicable to common stock (2)

$

4,792


5,450


$

9,525


10,683


Per share information

Earnings per common share (2)

$

0.98


1.09


$

1.95


2.14


Diluted earnings per common share (2)

0.98


1.08


1.94


2.11


Dividends declared per common share

0.390


0.380


0.780


0.760


Average common shares outstanding

4,865.8


4,989.9


4,875.7


4,999.2


Diluted average common shares outstanding

4,899.8


5,037.7


4,916.1


5,054.8


(1)

Financial information for the prior periods has been revised to reflect the impact of the adoption in first quarter 2018 of Accounting Standards Update (ASU) 2016-01 Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 1 (Summary of Significant Accounting Policies) for more information.

(2)

Financial information for the prior period has been revised to reflect the impact of the adoption of ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, effective January 1, 2017.

(3)

Total other-than-temporary impairment (OTTI) losses (reversal of losses) were $(3) million and $6 million for second quarter 2018 and 2017 , respectively. Of total OTTI, losses of $8 million and $48 million were recognized in earnings, and losses (reversal of losses) of $(11) million and $(42) million were recognized as non-credit-related OTTI in other comprehensive income for second quarter 2018 and 2017 , respectively. Total OTTI losses were $14 million and $49 million for the first half of 2018 and 2017 , respectively. Of total OTTI, losses of $18 million and $100 million were recognized in earnings, and losses (reversal of losses) of $(4) million and $(51) million were recognized as non-credit-related OTTI in other comprehensive income for the first half of 2018 and 2017 , respectively.

(4)

Includes OTTI losses of $237 million and $25 million for second quarter 2018 and 2017 , respectively, and $257 million and $102 million for the first half of 2018 and 2017 , respectively.


The accompanying notes are an integral part of these statements.


65


Wells Fargo & Company and Subsidiaries

Consolidated Statement of Comprehensive Income (Unaudited)

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Wells Fargo net income (2)

$

5,186


5,856


10,322


11,490


Other comprehensive income (loss), before tax:

Debt securities (1):

Net unrealized gains (losses) arising during the period

(617

)

1,565


(4,060

)

1,934


Reclassification of net (gains) losses to net income

49


(177

)

117


(322

)

Derivatives and hedging activities:

Net unrealized gains (losses) arising during the period (2)

(150

)

276


(392

)

(86

)

Reclassification of net (gains) losses to net income

77


(153

)

137


(355

)

Defined benefit plans adjustments:

Net actuarial and prior service gains (losses) arising during the period

-


-


6


(7

)

Amortization of net actuarial loss, settlements and other to net income

29


41


61


79


Foreign currency translation adjustments:

Net unrealized gains (losses) arising during the period

(83

)

31


(85

)

47


Other comprehensive income (loss), before tax (2)

(695

)

1,583


(4,216

)

1,290


Income tax (expense) benefit related to other comprehensive income (2)

154


(587

)

1,016


(464

)

Other comprehensive income (loss), net of tax (2)

(541

)

996


(3,200

)

826


Less: Other comprehensive income (loss) from noncontrolling interests (2)

(1

)

(9

)

(1

)

5


Wells Fargo other comprehensive income (loss), net of tax (2)

(540

)

1,005


(3,199

)

821


Wells Fargo comprehensive income (2)

4,646


6,861


7,123


12,311


Comprehensive income from noncontrolling interests

122


29


313


134


Total comprehensive income (2)

$

4,768


6,890


7,436


12,445


(1)

The quarter and six months ended June 20, 2017 includes net unrealized gains (losses) arising during the period from equity securities of $65 million and $126 million and reclassification of net (gains) losses to net income related to equity securities of $(101) million and $(217) million , respectively. With the adoption in first quarter 2018 of ASU 2016-01, the quarter and six months ended June 30, 2018 reflects net unrealized gains (losses) arising during the period and reclassification of net (gains) losses to net income from only debt securities.

(2)

Financial information for the prior period has been revised to reflect the impact of the adoption of ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, effective January 1, 2017.


The accompanying notes are an integral part of these statements.


66


Wells Fargo & Company and Subsidiaries

Consolidated Balance Sheet

(in millions, except shares)

Jun 30,
2018


Dec 31,
2017


Assets

(Unaudited)


Cash and due from banks

$

20,450


23,367


Interest-earning deposits with banks (1)

142,999


192,580


Total cash, cash equivalents, and restricted cash (1)

163,449


215,947


Federal funds sold and securities purchased under resale agreements (1)

80,184


80,025


Debt securities:

Trading, at fair value (2)

65,602


57,624


Available-for-sale, at fair value (2)

265,687


276,407


Held-to-maturity, at cost (fair value $140,371 and $138,985)

144,206


139,335


Mortgage loans held for sale (includes $16,586 and $16,116 carried at fair value) (3)

21,509


20,070


Loans held for sale (includes $1,350 and $1,023 carried at fair value) (2)

3,408


1,131


Loans (includes $321 and $376 carried at fair value) (3)

944,265


956,770


Allowance for loan losses 

(10,193

)

(11,004

)

Net loans

934,072


945,766


Mortgage servicing rights: 

Measured at fair value 

15,411


13,625


Amortized 

1,407


1,424


Premises and equipment, net 

8,882


8,847


Goodwill

26,429


26,587


Derivative assets

11,099


12,228


Equity securities (includes $34,127 and $39,227 carried at fair value) (2)

57,505


62,497


Other assets (2)

80,850


90,244


Total assets (4) 

$

1,879,700


1,951,757


Liabilities

Noninterest-bearing deposits 

$

365,021


373,722


Interest-bearing deposits 

903,843


962,269


Total deposits 

1,268,864


1,335,991


Short-term borrowings 

104,496


103,256


Derivative liabilities

8,507


8,796


Accrued expenses and other liabilities

72,480


70,615


Long-term debt 

219,284


225,020


Total liabilities (5) 

1,673,631


1,743,678


Equity 

Wells Fargo stockholders' equity: 

Preferred stock 

25,737


25,358


Common stock – $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 shares 

9,136


9,136


Additional paid-in capital 

59,644


60,893


Retained earnings 

150,803


145,263


 Cumulative other comprehensive income (loss)

(5,461

)

(2,144

)

Treasury stock – 632,743,620 shares and 590,194,846 shares 

(32,620

)

(29,892

)

Unearned ESOP shares 

(2,051

)

(1,678

)

Total Wells Fargo stockholders' equity 

205,188


206,936


Noncontrolling interests 

881


1,143


Total equity 

206,069


208,079


Total liabilities and equity

$

1,879,700


1,951,757


(1)

Financial information has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash in which we changed the presentation of our cash and cash equivalents to include both cash and due from banks as well as interest-earning deposits with banks, which are inclusive of any restricted cash. See Note 1 (Summary of Significant Accounting Policies) for more information.

(2)

Financial information for the prior period has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2016-01 Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 1 (Summary of Significant Accounting Policies) for more information.

(3)

Parenthetical amounts represent assets and liabilities for which we are required to carry at fair value or have elected the fair value option.

(4)

Our consolidated assets at June 30, 2018 , and December 31, 2017 , include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash and due from banks, $112 million and $116 million ; Interest-earning deposits with banks, $8 million and $371 million ; Debt securities, $0 million at both period ends; Net loans, $12.6 billion and $12.5 billion ; Derivative assets, $0 million at both period ends; Equity securities, $24 million and $306 million ; Other assets, $240 million and $342 million ; and Total assets, $13.0 billion and $13.6 billion , respectively.

(5)

Our consolidated liabilities at June 30, 2018 , and December 31, 2017 , include the following VIE liabilities for which the VIE creditors do not have recourse to Wells Fargo: Derivative liabilities, $0 million and $5 million ; Accrued expenses and other liabilities, $137 million and $132 million ; Long-term debt, $911 million and $1.5 billion ; and Total liabilities, $1.0 billion and $1.6 billion , respectively.


The accompanying notes are an integral part of these statements.


67



Wells Fargo & Company and Subsidiaries

Consolidated Statement of Changes in Equity (Unaudited)

Preferred stock

Common stock

(in millions, except shares)

Shares


Amount


Shares


Amount


Balance December 31, 2016

11,532,712


$

24,551


5,016,109,326


$

9,136


Cumulative effect from change in hedge accounting (1)

Balance January 1, 2017

11,532,712


$

24,551


5,016,109,326


$

9,136


Net income

Other comprehensive income (loss), net of tax

Noncontrolling interests

Common stock issued

39,392,446


Common stock repurchased

(96,121,157

)

Preferred stock issued to ESOP

950,000


950


Preferred stock released by ESOP

Preferred stock converted to common shares

(406,185

)

(406

)

7,389,435


Common stock warrants repurchased/exercised

Preferred stock issued

27,600


690


Common stock dividends

Preferred stock dividends

Stock incentive compensation expense

Net change in deferred compensation and related plans

Net change

571,415



1,234



(49,339,276

)


-


Balance June 30, 2017

12,104,127



$

25,785



4,966,770,050



$

9,136


Balance December 31, 2017

11,677,235


$

25,358


4,891,616,628


$

9,136


Cumulative effect from change in accounting policies (2)

Balance January 1, 2018

11,677,235


$

25,358


4,891,616,628


$

9,136


Net income

Other comprehensive income (loss), net of tax

Noncontrolling interests

Common stock issued

30,259,788


Common stock repurchased (3)

(86,339,185

)

Preferred stock issued to ESOP

1,100,000


1,100


Preferred stock released by ESOP

Preferred stock converted to common shares

(721,251

)

(721

)

13,530,623


Common stock warrants repurchased/exercised

Preferred stock issued

-


-


Common stock dividends

Preferred stock dividends

Stock incentive compensation expense

Net change in deferred compensation and related plans

Net change

378,749



379



(42,548,774

)


-


Balance June 30, 2018

12,055,984



$

25,737



4,849,067,854



$

9,136


(1)

Effective January 1, 2017, we adopted changes in hedge accounting pursuant to ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities .

(2)

Effective January 1, 2018, we adopted ASU 2016-04 – Liabilities – Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products, ASU 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , and ASU 2014-09 – Revenue from Contracts With Customers (Topic 606) and subsequent related Updates. See Note 1 (Summary of Significant Accounting Policies) in this Report for more information.

(3)

For the quarter ended June 30, 2018, includes $1.0 billion related to a private forward repurchase transaction that settled in third quarter 2018 for 18.8 million shares of common stock.

The accompanying notes are an integral part of these statements.



68



Wells Fargo stockholders' equity

Additional

paid-in

capital


Retained

earnings


Cumulative

other

comprehensive

income


Treasury

stock


Unearned

ESOP

shares


Total

Wells Fargo

stockholders'

equity


Noncontrolling

interests


Total

equity


60,234


133,075


(3,137

)

(22,713

)

(1,565

)

199,581


916


200,497


(381

)

168


(213

)



(213

)

60,234


132,694


(2,969

)

(22,713

)

(1,565

)

199,368


916


200,284


11,490


11,490


129


11,619


821


821


5


826


1


1


(135

)

(134

)

(26

)

(184

)

1,868


1,658


1,658


750


(5,212

)

(4,462

)

(4,462

)

31


(981

)

-


-


(21

)

427


406


406


41


365


-


-


(68

)

(68

)

(68

)

(13

)

677


677


25


(3,827

)

(3,802

)

(3,802

)

(807

)

(807

)

(807

)

534


534


534


(799

)

17


(782

)

(782

)

455



6,672



821



(2,962

)


(554

)


5,666



(1

)


5,665


60,689



139,366



(2,148

)


(25,675

)


(2,119

)


205,034



915



205,949


60,893


145,263


(2,144

)

(29,892

)

(1,678

)

206,936


1,143


208,079


94


(118

)

(24

)

(24

)

60,893


145,357


(2,262

)

(29,892

)

(1,678

)

206,912


1,143


208,055


10,322


10,322


314


10,636


(3,199

)

(3,199

)

(1

)

(3,200

)

7


7


(575

)

(568

)

5


(231

)

1,507


1,281


1,281


(1,000

)

(4,952

)

(5,952

)

(5,952

)

43


(1,143

)

-


-


(49

)

770


721


721


27


694


-


-


(158

)

(158

)

(158

)

-


-


-


30


(3,841

)

(3,811

)

(3,811

)

(804

)

(804

)

(804

)

695


695


695


(849

)

23


(826

)

(826

)

(1,249

)


5,446



(3,199

)


(2,728

)


(373

)


(1,724

)


(262

)


(1,986

)

59,644



150,803



(5,461

)


(32,620

)


(2,051

)


205,188



881



206,069




69



Wells Fargo & Company and Subsidiaries

Consolidated Statement of Cash Flows (Unaudited)

Six months ended June 30,

(in millions)

2018


2017


Cash flows from operating activities:

Net income before noncontrolling interests (2)

$

10,636


11,619


Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

643


1,160


Changes in fair value of MSRs, MLHFS and LHFS carried at fair value

(787

)

567


Depreciation, amortization and accretion

2,835


2,478


Other net (gains) losses (1)(2)

(6,285

)

66


Stock-based compensation

1,286


1,186


Originations and purchases of mortgage loans held for sale (1)

(80,948

)

(85,977

)

Proceeds from sales of and paydowns on mortgage loans held for sale (1)

60,898


53,366


Net change in:

Debt and equity securities, held for trading (1)

16,371


25,002


Loans held for sale (1)

(411

)

(403

)

Deferred income taxes

1,118


1,281


Derivative assets and liabilities (2)

958


(2,462

)

Other assets (2)

7,547


1,566


Other accrued expenses and liabilities (2)

520


(637

)

Net cash provided by operating activities

14,381


8,812


Cash flows from investing activities:

Net change in:

Federal funds sold and securities purchased under resale agreements (3)

(1,161

)

(10,103

)

Available-for-sale debt securities:

Proceeds from sales (1)

6,151


22,726


Prepayments and maturities (1)

17,377


24,354


Purchases (1)

(26,300

)

(45,637

)

Held-to-maturity debt securities:

Paydowns and maturities

5,431


4,606


Equity securities, not held for trading:

Proceeds from sales and capital returns (1)

3,337


2,989


Purchases (1)

(2,791

)

(1,651

)

Loans:

Loans originated by banking subsidiaries, net of principal collected (4)

(445

)

2,325


Proceeds from sales (including participations) of loans held for investment

7,879


6,739


Purchases (including participations) of loans

(668

)

(1,976

)

Principal collected on nonbank entities' loans (4)

3,229


4,700


Loans originated by nonbank entities (4)

(2,998

)

(3,295

)

Net cash paid for acquisitions

-


(3

)

Proceeds from sales of foreclosed assets and short sales

1,954


2,974


Other, net

(284

)

(616

)

Net cash provided by investing activities

10,711


8,132


Cash flows from financing activities:

Net change in:

Deposits

(67,101

)

(249

)

Short-term borrowings

1,240


6,114


Long-term debt:

Proceeds from issuance

21,308


27,990


Repayment

(22,305

)

(47,815

)

Preferred stock:

Proceeds from issuance

-


677


Cash dividends paid

(872

)

(807

)

Common stock:

Proceeds from issuance

446


722


Stock tendered for payment of withholding taxes

(311

)

(368

)

Repurchased

(5,952

)

(4,462

)

Cash dividends paid

(3,722

)

(3,715

)

Net change in noncontrolling interests

(232

)

(66

)

Other, net

(89

)

(60

)

Net cash used by financing activities

(77,590

)

(22,039

)

Net change in cash, cash equivalents, and restricted cash (3)

(52,498

)

(5,095

)

Cash, cash equivalents, and restricted cash at beginning of period (3)

215,947


221,043


Cash, cash equivalents, and restricted cash at end of period (3)

$

163,449


215,948


Supplemental cash flow disclosures:

Cash paid for interest

$

6,352


3,954


Cash paid for income taxes

1,679


2,794


(1)

Financial information for the prior period has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2016-01 Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 1 (Summary of Significant Accounting Policies) for more information.

(2)

Financial information for the prior period has been revised to reflect the impact of the adoption of ASU 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, effective January 1, 2017.

(3)

Financial information has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash in which we changed the presentation of our cash and cash equivalents to include both cash and due from banks as well as interest-earning deposits with banks, which are inclusive of any restricted cash. See Note 1 (Summary of Significant Accounting Policies) for more information.

(4)

Prior periods have been revised to reflect classification changes due to entity restructuring activities.

The accompanying notes are an integral part of these statements. See Note 1 (Summary of Significant Accounting Policies) for noncash activities.


70

Note 1: Summary of Significant Accounting Policies ( continued )


See the Glossary of Acronyms at the end of this Report for terms used throughout the Financial Statements and related Notes.

Note 1:

 Summary of Significant Accounting Policies

Wells Fargo & Company is a diversified financial services company. We provide banking, trust and investments, mortgage banking, investment banking, retail banking, brokerage, and consumer and commercial finance through banking locations, the internet and other distribution channels to consumers, businesses and institutions in all 50 states, the District of Columbia, and in foreign countries. When we refer to "Wells Fargo," "the Company," "we," "our" or "us," we mean Wells Fargo & Company and Subsidiaries (consolidated). Wells Fargo & Company (the Parent) is a financial holding company and a bank holding company. We also hold a majority interest in a real estate investment trust, which has publicly traded preferred stock outstanding.

Our accounting and reporting policies conform with U.S. generally accepted accounting principles (GAAP) and practices in the financial services industry. For discussion of our significant accounting policies, see Note 1 (Summary of Significant Accounting Policies) in our Annual Report on Form 10-K for the year ended December 31, 2017 ( 2017 Form 10-K). To prepare the financial statements in conformity with GAAP, management must make estimates based on assumptions about future economic and market conditions (for example, unemployment, market liquidity, real estate prices, etc.) that affect the reported amounts of assets and liabilities at the date of the financial statements, income and expenses during the reporting period and the related disclosures. Although our estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Management has made significant estimates in several areas, including:

allowance for credit losses (Note 6 (Loans and Allowance for Credit Losses));

valuations of residential mortgage servicing rights (MSRs) (Note 9 (Securitizations and Variable Interest Entities) and Note 10 (Mortgage Banking Activities)) and financial instruments (Note 15 (Fair Values of Assets and Liabilities));

liabilities for contingent litigation losses (Note 13 (Legal Actions)); and

income taxes.


Actual results could differ from those estimates.

These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim financial statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with our 2017 Form 10-K.

Accounting Standards Adopted in 2018

In first quarter 2018 , we adopted the following new accounting guidance:

Accounting Standards Update (ASU or Update) 2017-09 – Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting;

ASU 2017-07 – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost;

ASU 2017-05 – Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets;

ASU 2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business;

ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash;

ASU 2016-16 – Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory;

ASU 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments;

ASU 2016-04 – Liabilities – Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products;

ASU 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities; and

ASU 2014-09 – Revenue from Contracts With Customers (Topic 606) and subsequent related Updates.


ASU 2017-09 clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the ASU, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The Update is applied to awards modified on or after the adoption date and accordingly, did not have a material impact on our consolidated financial statements.


ASU 2017-07 requires that the service cost component of net benefit cost be reported in the same line item as other compensation costs arising from services rendered by employees during the period, and the other pension cost components (interest cost, expected return on plan assets and amortization of actuarial gains and losses) be presented in the income statement separate from the service cost component. The income statement line item used to present the other pension cost components must be disclosed. We adopted this change in first quarter 2018. The Update did not have a material impact on our consolidated financial statements.


ASU 2017-05 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The ASU applies to nonfinancial assets, including real estate (e.g., buildings, land, windmills, solar farms), ships and intellectual property. We adopted this change in first quarter 2018. The Update did not have a material impact on our consolidated financial statements.


ASU 2017-01 requires that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The Update is applied prospectively and accordingly, did not have a material impact on our consolidated financial statements.



71


ASU 2016-18 requires that restricted cash and cash equivalents are included with the total cash and cash equivalents in the consolidated statement of cash flows. In addition, the nature of any restrictions will be disclosed in the footnotes to the financial statements. We adopted this change in first quarter 2018. Our retrospective adoption includes changes to our presentation of cash and cash equivalents in our consolidated statement of cash flows to include both cash and due from banks as well as interest-earning deposits with banks. In addition, we had corresponding changes on our consolidated balance sheets.


ASU 2016-16 requires us to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. We adopted this change in first quarter 2018. The Update did not have a material impact on our consolidated financial statements.


ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice for reporting in the statement of cash flows. We adopted this change in first quarter 2018. The Update did not have a material impact on our consolidated financial statements.


ASU 2016-04 modifies the accounting for certain prepaid card products to require the recognition of breakage. Breakage represents the estimated amount that will not be redeemed by the cardholder for goods or services. We adopted this change in first quarter 2018. Upon adoption, we recorded a cumulative-effect adjustment that increased retained earnings, given estimated breakage, by $20 million .


ASU 2016-01 changes the accounting for certain equity securities to record at fair value with unrealized gains or losses reflected in earnings, as well as improve the disclosures of equity securities and the fair value of financial instruments. The Update also requires that for purposes of disclosing the fair value of financial instruments recorded at amortized cost, including loans and long-term debt, the valuation methodology is based on an exit price notion.

We adopted the Update in first quarter 2018 and recorded a cumulative-effect adjustment as of January 1, 2018, that increased retained earnings by $106 million as a result of a transition adjustment to reclassify $118 million in net unrealized gains from other comprehensive income to retained earnings,

partially offset by a transition adjustment to decrease retained earnings by $12 million primarily to adjust the carrying value of our auction rate securities from cost to fair value. No transition adjustment was recorded for investments changed to the measurement alternative (described below), which was applied prospectively.

As a result of adopting this ASU, our investments in marketable equity securities, including those previously classified as available-for-sale, are accounted for at fair value with unrealized gains or losses reflected in earnings. Additionally, our share of unrealized gains or losses related to marketable equity securities held by our equity method investees are reflected in earnings. Prior to adoption, such unrealized gains and losses were reflected in other comprehensive income. Our investments in nonmarketable equity securities previously accounted for under the cost method of accounting, except for federal bank stock, are now accounted for either at fair value with unrealized gains and losses reflected in earnings or using the measurement alternative. The measurement alternative is similar to the cost method of accounting, except the carrying value is adjusted through earnings for impairment, if any, and changes in observable and orderly transactions in the same or similar investment. We account for substantially all of our private equity securities, previously using the cost method of accounting, now under the measurement alternative. Our auction rate securities portfolio is now accounted for at fair value with unrealized gains or losses reflected in earnings.

In connection with our adoption of this Update, we have modified our balance sheet and income statement presentation to report marketable and nonmarketable equity securities and their results separately from debt securities by now reporting all equity securities in a new line labeled "Equity securities" in both the balance sheet and income statement. Additionally we now report loans held for trading purposes in loans held for sale and have reclassified net gains and losses on marketable equity securities used as economic hedges of deferred compensation obligations from "Net gains for trading activities" to "Net gains from equity securities". All prior periods have been revised to conform to these changes in reporting.

Table 1.1 provides a summary of our reporting changes implemented in connection with our adoption of ASU 2016-01 in first quarter 2018.

Table 1.1: Summary of Reporting Changes

Financial instrument or transaction type

As previously reported

Revised reporting

Balance Sheet

   Marketable equity securities

Trading assets and available for sale investment securities

Equity securities (new caption)

   Nonmarketable equity securities

Other assets

Equity securities (new caption)

   Loans held for trading

Trading assets

Loans held for sale

   Debt securities held for trading

Trading assets

Debt securities (formerly "Investment securities")

Income Statement

   Interest income:

      Marketable equity securities

Trading assets and investment securities

Equity securities (new caption)

      Nonmarketable equity securities

Other

Equity securities (new caption)

      Loans held for trading

Trading assets

Loans held for sale

      Debt securities held for trading

Trading assets

Debt securities (formerly "Investment securities")

   Noninterest income:

      Deferred compensation gains (1)

Net gains from trading activities

Net gains from equity securities

(1)

Reclassification of net gains and losses on marketable equity securities economically hedging our deferred compensation obligations.


72

Note 1: Summary of Significant Accounting Policies ( continued )


Table 1.2 summarizes financial assets and liabilities by form and measurement accounting model.

Table 1.2: Accounting Model for Financial Assets and Liabilities

Balance sheet caption

Measurement model(s)

Financial statement Note reference

Cash and due from banks

Cost

N/A

Interest-earning deposits with banks

Cost

N/A

Federal funds sold and securities purchased under resale agreements

Amortized cost

N/A

Debt securities:

Trading

FV-NI (1)

Note 4: Trading Activities

Available-for-sale

FV-OCI (2)

Note 5: Debt Securities
Note 15: Fair Values of Assets and Liabilities

Held-to-maturity

Amortized cost

Note 5: Debt Securities
Note 15: Fair Values of Assets and Liabilities

Mortgage loans held for sale

FV-NI (1)

LOCOM (3)

Note 15: Fair Values of Assets and Liabilities

Loans held for sale

FV-NI (1)
LOCOM (3)

Note 15: Fair Values of Assets and Liabilities

Loans

Amortized cost

FV-NI (1)

Note 6: Loans and Allowance for Credit Losses
Note 15: Fair Values of Assets and Liabilities

Derivative assets and liabilities

FV-NI (1)

FV-OCI (2)

Note 4: Trading Activities
Note 14: Derivatives

Equity securities:

Marketable

FV-NI (1)

Note 4: Trading Activities
Note 7: Equity Securities

Note 15: Fair Values of Assets and Liabilities

Nonmarketable

FV-NI (1)

Cost method

Equity method

MA (4)

Note 4: Trading Activities
Note 7: Equity Securities
Note 15: Fair Values of Assets and Liabilities

Other assets

Amortized cost (5)

Note 8: Other Assets

Deposits

Amortized cost

N/A

Short-term borrowings

Amortized cost

N/A

Long-term debt

Amortized cost

N/A

(1)

FV-NI represents the fair value through net income accounting model.

(2)

FV-OCI represents the fair value through other comprehensive income accounting model.

(3)

LOCOM represents the lower of cost or market accounting model.

(4)

MA represents the measurement alternative accounting model.

(5)

Other assets are generally carried at amortized cost, except for bank-owned life insurance which is carried at cash surrender value.

ASU 2014-09 modifies the guidance used to recognize revenue from contracts with customers for transfers of goods or services and transfers of non-financial assets, unless those contracts are within the scope of other guidance. Upon a modified retrospective adoption, we recorded a cumulative-effect adjustment that decreased retained earnings by $32 million , due to changes in the timing of revenue for corporate trust services that are provided over the life of the associated trust. In addition, we changed the presentation of some costs such that underwriting expenses of our broker-dealer business that were previously netted against revenue are now included in noninterest expense, and card payment network charges that were previously included in noninterest expense are now netted against card fee revenue.


Private Share Repurchases

From time to time we enter into private forward repurchase transactions with unrelated third parties to complement our open-market common stock repurchase strategies, to allow us to manage our share repurchases in a manner consistent with our capital plans submitted annually under the Comprehensive Capital Analysis and Review (CCAR) and to provide an economic benefit to the Company.

Our payments to the counterparties for these contracts are recorded in permanent equity in the quarter paid and are not subject to re-measurement. The classification of the up-front payments as permanent equity assures that we have appropriate repurchase timing consistent with our capital plans, which contemplate a fixed dollar amount available per quarter for share repurchases pursuant to Federal Reserve Board (FRB) supervisory guidance. In return, the counterparty agrees to deliver a variable number of shares based on a per share discount to the volume-weighted average stock price over the contract period. There are no scenarios where the contracts would not either physically settle in shares or allow us to choose the settlement method. Our total number of outstanding shares of common stock is not reduced until settlement of the private share repurchase contract.

In second quarter 2018, we entered into a private forward repurchase contract and paid $1.0 billion to an unrelated third party. This contract settled in July 2018 for 18.8 million shares of common stock. We had no unsettled private share repurchase contracts at June 30, 2017 .



73


Supplemental Cash Flow Information Significant noncash activities are presented in Table 1.3.


Table 1.3: Supplemental Cash Flow Information

Six months ended June 30,

(in millions)

2018


2017


Trading debt securities retained from securitization of MLHFS

$

17,674


34,317


Transfers from loans to MLHFS

3,053


3,215


Transfers from loans to LHFS

2,149


658


Transfers from available-for-sale debt securities to held-to-maturity debt securities

10,371


45,408



Subsequent Events

We have evaluated the effects of events that have occurred subsequent to June 30, 2018 , and there have been no material

events that would require recognition in our second quarter 2018  consolidated financial statements or disclosure in the Notes to the consolidated financial statements.

Note 2:

 Business Combinations

We regularly explore opportunities to acquire financial services companies and businesses. Generally, we do not make a public announcement about an acquisition opportunity until a definitive agreement has been signed. For information on additional contingent consideration related to acquisitions, which is considered to be a guarantee, see Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments).

We completed no new acquisitions during the first half of 2018 and had no business combinations pending as of June 30, 2018.

In February 2018, we completed the sale of Wells Fargo Shareowner Services. In June 2018, we announced plans to divest 52 branches in Indiana, Ohio, Michigan and part of Wisconsin. Included with the sale are approximately $2 billion of deposits as of June 30, 2018. The final amount of deposits that will be divested could differ.


74



Note 3:

Cash, Loan and Dividend Restrictions

Cash and cash equivalents may be restricted as to usage or withdrawal. Federal Reserve Board (FRB) regulations require that each of our subsidiary banks maintain reserve balances on deposit with the Federal Reserve Banks. Table 3.1 provides a summary of restrictions on cash equivalents in addition to the FRB reserve cash balance requirements .

Table 3.1: Nature of Restrictions on Cash Equivalents

(in millions)

Jun 30,
2018


Dec 31,
2017


Average required reserve balance for FRB (1)

$

13,025


12,306


Reserve balance for non-U.S. central banks

578


617


Segregated for benefit of brokerage customers under federal and other brokerage regulations

575


666


Related to consolidated variable interest entities (VIEs) that can only be used to settle liabilities of VIEs

120


487


(1)

FRB required reserve balance represents average for the first half of 2018 and for the year ended December 31, 2017 .


We are subject to additional loan and dividend restrictions. We have a state-chartered subsidiary bank that is subject to state regulations that limit dividends. Under these provisions and regulatory limitations, our national and state-chartered subsidiary banks could have declared additional dividends of $14.8 billion at June 30, 2018 , without obtaining prior regulatory approval. Our nonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. I n addition, under a Support Agreement dated June 28, 2017, among Wells Fargo & Company, the parent holding company (the "Parent"), WFC Holdings, LLC, an intermediate holding company and subsidiary of the Parent (the "IHC"), and Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, and Wells Fargo Clearing Services, LLC, each an indirect subsidiary of the Parent, the IHC may be restricted from making dividend payments to the Parent if certain liquidity and/or capital metrics fall below defined triggers. Based on retained earnings at June 30, 2018 , our nonbank subsidiaries could have declared additional dividends of $25.1 billion at June 30, 2018 , without obtaining prior regulatory approval. For additional information see Note 3 ( Cash, Loan and Dividend Restrictions) in our 2017 Form 10-K.

The FRB's Capital Plan Rule (codified at 12 CFR 225.8 of Regulation Y) establishes capital planning and prior notice and approval requirements for capital distributions including dividends by certain large bank holding companies. The FRB has also published guidance regarding its supervisory expectations for capital planning, including capital policies regarding the process relating to common stock dividend and repurchase decisions in the FRB's SR Letter 15-18. The effect of this guidance is to require the approval of the FRB (or specifically under the Capital Plan Rule, a notice of non-objection) for the Company to repurchase or redeem common or perpetual preferred stock as well as to raise the per share quarterly dividend from its current level of $0.43 per share as declared by the Company's Board of Directors on July 24, 2018, payable on September 1, 2018.



75



Note 4:

 Trading Activities

We engage in trading activities to accommodate the investment and risk management activities of our customers. These activities predominantly occur in our Wholesale Banking businesses and to a lesser extent other divisions of the Company. Assets and liabilities associated with our trading activities include debt and equity securities, derivatives, loans and short sales. Our trading

assets and liabilities are carried on the balance sheet at fair value with changes in fair value recognized in net gains from trading activities and interest income and interest expense recognized in net interest income.

Table 4.1 presents a summary of our trading assets and liabilities measured at fair value through earnings .

Table 4.1: Trading Assets and Liabilities

Jun 30,


Dec 31,


(in millions)

2018


2017


Trading assets:

Debt securities

$

65,602


57,624


Equity securities

22,978


30,004


Loans held for sale

1,350


1,023


Gross trading derivative assets

30,758


31,340


Netting (1)

(20,687

)

(19,629

)

Total trading derivative assets

10,071


11,711


Total trading assets

100,001


100,362


Trading liabilities:

Short sale

21,765


18,472


Gross trading derivative liabilities

29,847


31,386


Netting (1)

(22,311

)

(23,062

)

Total trading derivative liabilities

7,536


8,324


Total trading liabilities

$

29,301


26,796


(1)

Represents balance sheet netting for trading derivative asset and liability balances, and trading portfolio level counterparty valuation adjustments.

Table 4.2 provides a summary of the net interest income earned from trading securities, and net gains and losses due to

the realized and unrealized gains and losses from trading activities.

Table 4.2: Net Interest Income and Net Gains (Losses) on Trading Activities

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Interest income (1):

Debt securities

$

689


558


1,320


1,071


Equity securities

128


131


269


245


Loans held for sale

15


9


23


18


Total interest income

832


698


1,612


1,334


Less: Interest expense (2)

144


105


272


198


Net interest income

688


593


1,340


1,136


Net gains (losses) from trading activities:

Debt securities

(140

)

147


(639

)

296


Equity securities

(635

)

499


(1,104

)

1,426


Loans held for sale

7


12


15


36


Derivatives (3)

959


(507

)

2,162


(1,335

)

Total net gains from trading activities (4)

191


151


434


423


Total trading-related net interest and noninterest income

$

879


744


1,774


1,559


(1)

Represents interest and dividend income earned on trading securities.

(2)

Represents interest and dividend expense incurred on trading securities we have sold but have not yet purchased.

(3)

Excludes economic hedging of mortgage banking and asset/liability management activities, for which hedge results (realized and unrealized) are reported with the respective hedged activities.

(4)

Represents realized gains (losses) from our trading activities and unrealized gains (losses) due to changes in fair value of our trading positions, attributable to the type of asset or liability.


76



Customer accommodation trading activities include our actions as an intermediary to buy and sell financial instruments and market-making activities. We also take positions to manage our exposure to customer accommodation activities. We hold financial instruments for trading in long positions (assets), as well as short positions where we sold financial instruments we have not yet purchased (liabilities), to facilitate our trading activities. As an intermediary we interact with market buyers and sellers to facilitate the purchase and sale of financial instruments to meet the anticipated or current needs of our customers. For example, we may purchase or sell a derivative to a customer who wants to manage interest rate risk exposure. We typically enter into an offsetting derivative or security position to manage our exposure to the customer transaction. We earn income based on the transaction price difference between the customer transaction and the offsetting position, which is reflected in the fair value changes of the positions recorded in the net gains from trading activities.

Our market-making activities include taking long and short trading positions to facilitate customer order flow. These activities are typically executed on a short term basis. As a market-maker we earn income due to: (1) difference between the price paid or received for the purchase and sale of the security (bid-ask spread), (2) the net interest income of the positions, and (3) the changes in fair value of the trading positions held on our balance sheet. Additionally, we may enter into separate derivative or security positions to manage our exposure related to our long and short trading positions taken in our market-making activities. Income earned on these market-making activities are reflected in the fair value changes of these positions recorded in net gains from trading activities.




77


Note 5:  Available-for-Sale and Held-to-Maturity Debt Securities

Table 5.1 provides the amortized cost and fair value by major categories of available-for-sale debt securities, which are carried at fair value, and held-to-maturity debt securities, which are carried at amortized cost. The net unrealized gains (losses) for

available-for-sale debt securities are reported on an after-tax basis as a component of cumulative OCI. Information on debt securities held for trading is included in Note 4 (Trading Activities) to Financial Statements in this Report.

Table 5.1: Amortized Cost and Fair Value

(in millions)

Amortized Cost


Gross

unrealized

gains


Gross

unrealized

losses


Fair

value


June 30, 2018

Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

6,422


1


(152

)

6,271


Securities of U.S. states and political subdivisions

46,772


1,101


(314

)

47,559


Mortgage-backed securities:

Federal agencies

158,474


351


(4,269

)

154,556


Residential

3,876


221


(2

)

4,095


Commercial

4,129


69


(7

)

4,191


Total mortgage-backed securities

166,479


641


(4,278

)

162,842


Corporate debt securities

6,642


253


(34

)

6,861


Collateralized loan and other debt obligations (1) 

36,352


308


(12

)

36,648


Other (2)

5,388


124


(6

)

5,506


Total available-for-sale debt securities

268,055


2,428


(4,796

)

265,687


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

44,735


-


(790

)

43,945


Securities of U.S. states and political subdivisions

6,300


23


(110

)

6,213


Federal agency and other mortgage-backed securities (3)

93,016


23


(2,981

)

90,058


Collateralized loan obligations

75


-


-


75


Other (2)

80


-


-


80


Total held-to-maturity debt securities

144,206


46


(3,881

)

140,371


Total

$

412,261


2,474


(8,677

)

406,058


December 31, 2017

Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

6,425


2


(108

)

6,319


Securities of U.S. states and political subdivisions

50,733


1,032


(439

)

51,326


Mortgage-backed securities:

Federal agencies

160,561


930


(1,272

)

160,219


Residential

4,356


254


(2

)

4,608


Commercial

4,487


80


(2

)

4,565


Total mortgage-backed securities

169,404


1,264


(1,276

)

169,392


Corporate debt securities

7,343


363


(40

)

7,666


Collateralized loan and other debt obligations (1)

35,675


384


(3

)

36,056


Other (2)

5,516


137


(5

)

5,648


Total available-for-sale debt securities

275,096


3,182


(1,871

)

276,407


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

44,720


189


(103

)

44,806


Securities of U.S. states and political subdivisions

6,313


84


(43

)

6,354


Federal agency and other mortgage-backed securities (3)

87,527


201


(682

)

87,046


Collateralized loan obligations

661


4


-


665


Other (2)

114


-


-


114


Total held-to-maturity debt securities

139,335


478


(828

)

138,985


Total

$

414,431


3,660


(2,699

)

415,392


(1)

Available-for-sale debt securities include collateralized debt obligations (CDOs) with a cost basis and fair value of $851 million and $1.0 billion , respectively, at June 30, 2018 , and $887 million and $1.0 billion , respectively, at December 31, 2017 .

(2)

The "Other" category of available-for-sale debt securities largely includes asset-backed securities collateralized by student loans. Included in the "Other" category of held-to-maturity debt securities are asset-backed securities collateralized by automobile leases or loans and cash with a cost basis and fair value of $80 million each at June 30, 2018 , and $114 million each at December 31, 2017 .

(3)

Predominantly consists of federal agency mortgage-backed securities at both June 30, 2018 and December 31, 2017 .


78

Note 5: Available-for-Sale and Held-to-Maturity Debt Securities ( continued )


Gross Unrealized Losses and Fair Value

Table 5.2 shows the gross unrealized losses and fair value of available-for-sale and held-to-maturity debt securities by length of time those individual securities in each category have been in a continuous loss position. Debt securities on which we have taken credit-related OTTI write-downs are categorized as being "less

than 12 months" or "12 months or more" in a continuous loss position based on the point in time that the fair value declined to below the cost basis and not the period of time since the credit-related OTTI write-down.

Table 5.2: Gross Unrealized Losses and Fair Value

Less than 12 months

12 months or more

Total

(in millions)

Gross

unrealized

losses


Fair

value


Gross

unrealized

losses


Fair

value


Gross

unrealized

losses


Fair

value


June 30, 2018

Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

(68

)

3,977


(84

)

2,256


(152

)

6,233


Securities of U.S. states and political subdivisions

(14

)

4,759


(300

)

9,305


(314

)

14,064


Mortgage-backed securities:


Federal agencies

(2,669

)

107,691


(1,600

)

32,433


(4,269

)

140,124


Residential

(1

)

268


(1

)

57


(2

)

325


Commercial

(6

)

721


(1

)

50


(7

)

771


Total mortgage-backed securities

(2,676

)

108,680


(1,602

)

32,540


(4,278

)

141,220


Corporate debt securities

(17

)

843


(17

)

272


(34

)

1,115


Collateralized loan and other debt obligations

(11

)

5,935


(1

)

75


(12

)

6,010


Other

(2

)

364


(4

)

204


(6

)

568


Total available-for-sale debt securities

(2,788

)

124,558


(2,008

)

44,652


(4,796

)

169,210


Held-to-maturity debt securities:



Securities of U.S. Treasury and federal agencies

(729

)

42,484


(61

)

1,461


(790

)

43,945


Securities of U.S. states and political subdivisions

(40

)

3,037


(70

)

1,656


(110

)

4,693


Federal agency and other mortgage-backed

   securities

(1,718

)

61,926


(1,263

)

26,118


(2,981

)

88,044


Collateralized loan obligations

-


-


-


-


-


-


Other

-


-


-


-


-


-


Total held-to-maturity debt securities

(2,487

)

107,447


(1,394

)

29,235


(3,881

)

136,682


Total

$

(5,275

)

232,005


(3,402

)

73,887


(8,677

)

305,892


December 31, 2017

Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

(27

)

4,065


(81

)

2,209


(108

)

6,274


Securities of U.S. states and political subdivisions

(17

)

6,179


(422

)

11,766


(439

)

17,945


Mortgage-backed securities:

Federal agencies

(243

)

52,559


(1,029

)

44,691


(1,272

)

97,250


Residential

(1

)

47


(1

)

58


(2

)

105


Commercial

(1

)

101


(1

)

133


(2

)

234


Total mortgage-backed securities

(245

)

52,707


(1,031

)

44,882


(1,276

)

97,589


Corporate debt securities

(4

)

239


(36

)

503


(40

)

742


Collateralized loan and other debt obligations

(1

)

373


(2

)

146


(3

)

519


Other

(1

)

37


(4

)

483


(5

)

520


Total available-for-sale debt securities

(295

)

63,600


(1,576

)

59,989


(1,871

)

123,589


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

(69

)

11,255


(34

)

1,490


(103

)

12,745


Securities of U.S. states and political subdivisions

(5

)

500


(38

)

1,683


(43

)

2,183


Federal agency and other mortgage-backed securities

(198

)

29,713


(484

)

28,244


(682

)

57,957


Collateralized loan obligations

-


-


-


-


-


-


Other

-


-


-


-


-


-


Total held-to-maturity debt securities

(272

)

41,468


(556

)

31,417


(828

)

72,885


Total

$

(567

)

105,068


(2,132

)

91,406


(2,699

)

196,474



79


We have assessed each debt security with gross unrealized losses included in the previous table for credit impairment. As part of that assessment we evaluated and concluded that we do not intend to sell any of the debt securities and that it is more likely than not that we will not be required to sell prior to recovery of the amortized cost basis. We evaluate, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the debt securities' amortized cost basis.

For descriptions of the factors we consider when analyzing debt securities for impairment, see Note 1 (Summary of Significant Accounting Policies) and Note 5 (Investment Securities) to Financial Statements in our 2017 Form 10-K. There were no material changes to our methodologies for assessing impairment in the first half of 2018 . 

Table 5.3 shows the gross unrealized losses and fair value of the available-for-sale and held-to-maturity debt securities by those rated investment grade and those rated less than investment grade, according to their lowest credit rating by Standard & Poor's Rating Services (S&P) or Moody's Investors

Service (Moody's). Credit ratings express opinions about the credit quality of a debt security. Debt securities rated investment grade, that is those rated BBB- or higher by S&P or Baa3 or higher by Moody's, are generally considered by the rating agencies and market participants to be low credit risk. Conversely, debt securities rated below investment grade, labeled as "speculative grade" by the rating agencies, are considered to be distinctively higher credit risk than investment grade debt securities. We have also included debt securities not rated by S&P or Moody's in the table below based on our internal credit grade of the debt securities (used for credit risk management purposes) equivalent to the credit rating assigned by major credit agencies. The unrealized losses and fair value of unrated debt securities categorized as investment grade based on internal credit grades were $22 million and $5.1 billion , respectively, at June 30, 2018 , and $32 million and $6.9 billion , respectively, at December 31, 2017 . If an internal credit grade was not assigned, we categorized the debt security as non-investment grade. 

Table 5.3: Gross Unrealized Losses and Fair Value by Investment Grade

Investment grade

Non-investment grade

(in millions)

Gross

unrealized

losses


Fair

value


Gross

unrealized

losses


Fair

value


June 30, 2018

Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

(152

)

6,233


-


-


Securities of U.S. states and political subdivisions

(295

)

13,785


(19

)

279


Mortgage-backed securities:

Federal agencies

(4,269

)

140,124


-


-


Residential

(1

)

246


(1

)

79


Commercial

(2

)

679


(5

)

92


Total mortgage-backed securities

(4,272

)

141,049


(6

)

171


Corporate debt securities

(9

)

333


(25

)

782


Collateralized loan and other debt obligations

(12

)

6,010


-


-


Other

(2

)

360


(4

)

208


Total available-for-sale debt securities

(4,742

)

167,770


(54

)

1,440


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

(790

)

43,945


-


-


  Securities of U.S. states and political subdivisions

(110

)

4,693


-


-


Federal agency and other mortgage-backed securities

(2,970

)

87,669


(11

)

375


Collateralized loan obligations

-


-


-


-


Other

-


-


-


-


Total held-to-maturity debt securities

(3,870

)

136,307


(11

)

375


Total

$

(8,612

)

304,077


(65

)

1,815


December 31, 2017


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

$

(108

)

6,274


-


-


Securities of U.S. states and political subdivisions

(412

)

17,763


(27

)

182


Mortgage-backed securities:

Federal agencies

(1,272

)

97,250


-


-


Residential

(1

)

42


(1

)

63


Commercial

(1

)

183


(1

)

51


Total mortgage-backed securities

(1,274

)

97,475


(2

)

114


Corporate debt securities

(13

)

304


(27

)

438


Collateralized loan and other debt obligations

(3

)

519


-


-


Other

(2

)

469


(3

)

51


Total available-for-sale debt securities

(1,812

)

122,804


(59

)

785


Held-to-maturity debt securities:

Securities of U.S. Treasury and federal agencies

(103

)

12,745


-


-


Securities of U.S. states and political subdivisions

(43

)

2,183


-


-


Federal agency and other mortgage-backed securities

(680

)

57,789


(2

)

168


Collateralized loan obligations

-


-


-


-


Other

-


-


-


-


Total held-to-maturity debt securities

(826

)

72,717


(2

)

168


Total

$

(2,638

)

195,521


(61

)

953



80

Note 5: Available-for-Sale and Held-to-Maturity Debt Securities ( continued )


Contractual Maturities

Table 5.4 shows the remaining contractual maturities and contractual weighted-average yields (taxable-equivalent basis) of available-for-sale debt securities. The remaining contractual principal maturities for MBS do not consider

prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature.

Table 5.4: Contractual Maturities

Remaining contractual maturity

Total


Within one year

After one year

through five years

After five years

through ten years

After ten years

(in millions)

amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


June 30, 2018

Available-for-sale debt securities (1): 

Fair value:

Securities of U.S. Treasury and federal agencies

$

6,271


1.59

%

$

113


1.62

%

$

6,111


1.59

%

$

47


1.90

%

$

-


-

%

Securities of U.S. states and political subdivisions

47,559


4.72


3,008


2.80


7,165


3.18


4,116


3.13


33,270


5.42


Mortgage-backed securities:

Federal agencies

154,556


3.34


2


2.34


186


3.39


4,807


2.81


149,561


3.35


Residential

4,095


3.78


-


-


21


5.72


7


2.70


4,067


3.78


Commercial

4,191


3.57


-


-


-


-


217


3.38


3,974


3.58


Total mortgage-backed securities

162,842


3.35


2


2.34


207


3.62


5,031


2.84


157,602


3.37


Corporate debt securities

6,861


5.14


340


5.55


2,652


5.40


3,114


4.80


755


5.45


Collateralized loan and other debt obligations

36,648


3.80


-


-


24


2.59


12,260


3.84


24,364


3.78


Other

5,506


3.09


40


4.77


761


3.50


1,187


2.36


3,518


3.23


Total available-for-sale debt securities at fair value

$

265,687


3.66

%

$

3,503


3.05

%

$

16,920


2.97

%

$

25,755


3.57

%

$

219,509


3.73

%

December 31, 2017

Available-for-sale debt securities (1):

`

Fair value:

Securities of U.S. Treasury and federal agencies

$

6,319


1.59

%

$

81


1.37

%

$

6,189


1.59

%

$

49


1.89

%

$

-


-

%

Securities of U.S. states and political subdivisions

51,326


5.88


2,380


3.47


9,484


3.42


2,276


4.63


37,186


6.75


Mortgage-backed securities:

Federal agencies

160,219


3.27


15


2.03


210


3.08


5,534


2.82


154,460


3.28


Residential

4,608


3.52


-


-


24


5.67


11


2.46


4,573


3.51


Commercial

4,565


3.45


-


-


-


-


166


2.69


4,399


3.48


Total mortgage-backed securities

169,392


3.28


15


2.03


234


3.35


5,711


2.82


163,432


3.30


Corporate debt securities

7,666


5.12


443


5.54


2,738


5.56


3,549


4.70


936


5.26


Collateralized loan and other debt obligations

36,056


2.98


-


-


50


1.68


15,008


2.96


20,998


3.00


Other

5,648


2.46


71


3.56


463


2.72


1,466


2.13


3,648


2.53


Total available-for-sale debt securities at fair value

$

276,407


3.72

%

$

2,990


3.70

%

$

19,158


3.11

%

$

28,059


3.24

%

$

226,200


3.83

%

(1)

Weighted-average yields displayed by maturity bucket are weighted based on fair value and predominantly represent contractual coupon rates without effect for any related hedging derivatives.



81


Table 5.5 shows the amortized cost and weighted-average yields of held-to-maturity debt securities by contractual maturity.

Table 5.5: Amortized Cost by Contractual Maturity

Remaining contractual maturity

Total


Within one year

After one year

through five years

After five years

through ten years

After ten years

(in millions)

amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


June 30, 2018

Held-to-maturity debt securities (1): 

Amortized cost:

Securities of U.S. Treasury and federal agencies

$

44,735


2.12

%

$

-


-

%

$

32,343


2.04

%

$

12,392


2.32

%

$

-


-

%

Securities of U.S. states and political subdivisions

6,300


4.93


-


-


52


5.90


946


5.09


5,302


4.89


Federal agency and other mortgage-backed securities

93,016


3.09


-


-


15


2.70


11


2.95


92,990


3.09


Collateralized loan obligations

75


3.53


-


-


-


-


75


3.53


-


-


Other

80


1.83


-


-


80


1.83


-


-


-


-


Total held-to-maturity debt securities at amortized cost

$

144,206


2.87

%

$

-


-

%

$

32,490


2.05

%

$

13,424


2.52

%

$

98,292


3.19

%

December 31, 2017

Held-to-maturity debt securities (1):

Amortized cost:

Securities of U.S. Treasury and federal agencies

$

44,720


2.12

%

$

-


-

%

$

32,330


2.04

%

$

12,390


2.32

%

$

-


-

%

Securities of U.S. states and political subdivisions

6,313


6.02


-


-


50


7.18


695


6.31


5,568


5.98


Federal agency and other mortgage-backed securities

87,527


3.11


-


-


15


2.81


11


2.49


87,501


3.11


Collateralized loan obligations

661


2.86


-


-


-


-


661


2.86


-


-


Other

114


1.83


-


-


114


1.83


-


-


-


-


Total held-to-maturity debt securities at amortized cost

$

139,335


2.92

%

$

-


-

%

$

32,509


2.05

%

$

13,757


2.55

%

$

93,069


3.28

%

(1)

Weighted-average yields displayed by maturity bucket are weighted based on amortized cost and predominantly represent contractual coupon rates.


Table 5.6 shows the fair value of held-to-maturity debt securities by contractual maturity.


Table 5.6: Fair Value by Contractual Maturity

Remaining contractual maturity

Total


Within one year


After one year

through five years


After five years

through ten years


After ten years


(in millions)

amount


Amount


Amount


Amount


Amount


June 30, 2018

Held-to-maturity debt securities:

Fair value:

Securities of U.S. Treasury and federal agencies

$

43,945


-


31,863


12,082


-


Securities of U.S. states and political subdivisions

6,213


-


51


942


5,220


Federal agency and other mortgage-backed securities

90,058


-


15


11


90,032


Collateralized loan obligations

75


-


-


75


-


Other

80


-


80


-


-


Total held-to-maturity debt securities at fair value

$

140,371


-


32,009


13,110


95,252


December 31, 2017

Held-to-maturity debt securities:

Fair value:

Securities of U.S. Treasury and federal agencies

$

44,806


-


32,388


12,418


-


Securities of U.S. states and political subdivisions

6,354


-


49


701


5,604


Federal agency and other mortgage-backed securities

87,046


-


15


11


87,020


Collateralized loan obligations

665


-


-


665


-


Other

114


-


114


-


-


Total held-to-maturity debt securities at fair value

$

138,985


-


32,566


13,795


92,624



82

Note 5: Available-for-Sale and Held-to-Maturity Debt Securities ( continued )


Realized Gains and Losses

Table 5.7 shows the gross realized gains and losses on sales and OTTI write-downs related to available-for-sale debt securities.

Table 5.7: Realized Gains and Losses

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Gross realized gains

$

53


216


74


340


Gross realized losses

(4

)

(48

)

(14

)

(84

)

OTTI write-downs

(8

)

(48

)

(18

)

(100

)

Net realized gains from available-for-sale debt securities

$

41


120


42


156



Other-Than-Temporarily Impaired Debt Securities

Table 5.8 shows the detail of total OTTI write-downs included in earnings for available-for-sale debt securities. There were no

OTTI write-downs on held-to-maturity debt securities during the first half of 2018 and 2017 .

Table 5.8: Detail of OTTI Write-downs

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Debt securities OTTI write-downs included in earnings:

Securities of U.S. states and political subdivisions

$

-


-


2


8


Mortgage-backed securities:

Residential

1


3


2


6


Commercial

7


41


14


66


Corporate debt securities

-


4


-


20


Total debt securities OTTI write-downs included in earnings

$

8


48


18


100



Table 5.9 shows the detail of OTTI write-downs on available-for-sale debt securities included in earnings and the related changes in OCI for the same securities.

Table 5.9: OTTI Write-downs Included in Earnings and the Related Changes in OCI

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


OTTI on debt securities

Recorded as part of gross realized losses:

Credit-related OTTI

$

8


47


17


99


Intent-to-sell OTTI

-


1


1


1


Total recorded as part of gross realized losses

8


48


18


100


Changes to OCI for losses (reversal of losses) in non-credit-related OTTI (1):

Securities of U.S. states and political subdivisions

-


-


(2

)

(5

)

Residential mortgage-backed securities

-


(3

)

(1

)

-


Commercial mortgage-backed securities

(11

)

(40

)

(1

)

(47

)

Corporate debt securities

-


1


-


1


Total changes to OCI for non-credit-related OTTI

(11

)

(42

)

(4

)

(51

)

Total OTTI losses (reversal of losses) recorded on debt securities

$

(3

)

6


14


49


(1)

Represents amounts recorded to OCI for impairment of debt securities, due to factors other than credit, that have also had credit-related OTTI write-downs during the period. Increases represent initial or subsequent non-credit-related OTTI on debt securities. Decreases represent partial to full reversal of impairment due to recoveries in the fair value of debt securities due to non-credit factors.


83


Table 5.10 presents a rollforward of the OTTI credit loss that has been recognized in earnings as a write-down of available-for-sale debt securities we still own (referred to as "credit-impaired" debt securities) and do not intend to sell. Recognized credit loss represents the difference between the present value of expected future cash flows discounted using the security's current effective interest rate and the amortized cost basis of the security prior to considering credit loss.





Table 5.10: Rollforward of OTTI Credit Loss

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Credit loss recognized, beginning of period

$

649


1,086


742


1,043


Additions:

For securities with initial credit impairments

-


2


-


8


For securities with previous credit impairments

8


45


17


91


Total additions

8


47


17


99


Reductions:

For securities sold, matured, or intended/required to be sold

(30

)

(11

)

(131

)

(18

)

For recoveries of previous credit impairments (1)

(1

)

(2

)

(2

)

(4

)

Total reductions

(31

)

(13

)

(133

)

(22

)

Credit loss recognized, end of period

$

626


1,120


626


1,120


(1)

Recoveries of previous credit impairments result from increases in expected cash flows subsequent to credit loss recognition. Such recoveries are reflected prospectively as interest yield adjustments using the effective interest method.


84

Note 6: Loans and Allowance for Credit Losses ( continued )


Note 6:  Loans and Allowance for Credit Losses 

Table 6.1 presents total loans outstanding by portfolio segment and class of financing receivable. Outstanding balances include a total net reduction of $2.7 billion and $3.9 billion at June 30, 2018 , and December 31, 2017 , respectively, for unearned income,

net deferred loan fees, and unamortized discounts and premiums, which among other things, reflect the impact of various loan sales.

Table 6.1: Loans Outstanding

(in millions)

Jun 30,
2018


Dec 31,
2017


Commercial:

Commercial and industrial

$

336,590


333,125


Real estate mortgage

123,964


126,599


Real estate construction

22,937


24,279


Lease financing

19,614


19,385


Total commercial

503,105


503,388


Consumer:

Real estate 1-4 family first mortgage

283,001


284,054


Real estate 1-4 family junior lien mortgage

36,542


39,713


Credit card

36,684


37,976


Automobile

47,632


53,371


Other revolving credit and installment

37,301


38,268


Total consumer

441,160


453,382


Total loans

$

944,265


956,770


Our foreign loans are reported by respective class of financing receivable in the table above. Substantially all of our foreign loan portfolio is commercial loans. Loans are classified as foreign primarily based on whether the borrower's primary

address is outside of the United States. Table 6.2 presents total commercial foreign loans outstanding by class of financing receivable.

Table 6.2: Commercial Foreign Loans Outstanding

(in millions)

Jun 30,
2018


Dec 31,
2017


Commercial foreign loans:

Commercial and industrial

$

61,732


60,106


Real estate mortgage

7,617


8,033


Real estate construction

542


655


Lease financing

1,097


1,126


Total commercial foreign loans

$

70,988


69,920




85


Loan Purchases, Sales, and Transfers

Table 6.3 summarizes the proceeds paid or received for purchases and sales of loans and transfers from loans held for investment to mortgages/loans held for sale at lower of cost or fair value. This loan activity also includes participating interests, whereby we

receive or transfer a portion of a loan. The table excludes PCI loans and loans for which we have elected the fair value option, including loans originated for sale because their loan activity normally does not impact the allowance for credit losses. 

Table 6.3: Loan Purchases, Sales, and Transfers

2018

2017

(in millions)

Commercial


Consumer (1)


Total


Commercial


Consumer (1)


Total


Quarter ended June 30,

Purchases

$

398


7


405


810


-


810


Sales

(294

)

(88

)

(382

)

(1,052

)

(84

)

(1,136

)

Transfers to MLHFS/LHFS

(100

)

(72

)

(172

)

(179

)

(1

)

(180

)

Six months ended June 30,

Purchases

$

654


7


661


1,969


2


1,971


Sales

(754

)

(88

)

(842

)

(1,339

)

(146

)

(1,485

)

Transfers to MLHFS/LHFS

(520

)

(1,625

)

(2,145

)

(658

)

(1

)

(659

)

(1)

Excludes activity in government insured/guaranteed real estate 1-4 family first mortgage loans. As servicer, we are able to buy delinquent insured/guaranteed loans out of the Government National Mortgage Association (GNMA) pools, and manage and/or resell them in accordance with applicable requirements. These loans are predominantly insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA). Accordingly, these loans have limited impact on the allowance for loan losses.

Commitments to Lend

A commitment to lend is a legally binding agreement to lend funds to a customer, usually at a stated interest rate, if funded, and for specific purposes and time periods. We generally require a fee to extend such commitments. Certain commitments are subject to loan agreements with covenants regarding the financial performance of the customer or borrowing base formulas on an ongoing basis that must be met before we are required to fund the commitment. We may reduce or cancel consumer commitments, including home equity lines and credit card lines, in accordance with the contracts and applicable law.

We may, as a representative for other lenders, advance funds or provide for the issuance of letters of credit under syndicated loan or letter of credit agreements. Any advances are generally repaid in less than a week and would normally require default of both the customer and another lender to expose us to loss. These temporary advance arrangements totaled approximately $89 billion and $85 billion at June 30, 2018 and December 31, 2017 , respectively.

We issue commercial letters of credit to assist customers in purchasing goods or services, typically for international trade. At June 30, 2018 , and December 31, 2017 , we had $1.1 billion and $982 million , respectively, of outstanding issued commercial letters of credit. We also originate multipurpose lending commitments under which borrowers have the option to draw on the facility for different purposes in one of several forms, including a standby letter of credit. See Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments) for additional information on standby letters of credit. 

When we make commitments, we are exposed to credit risk. The maximum credit risk for these commitments will generally be lower than the contractual amount because a significant portion of these commitments is expected to expire without being used by the customer. In addition, we manage the potential risk in commitments to lend by limiting the total amount of commitments, both by individual customer and in total, by monitoring the size and maturity structure of these commitments and by applying the same credit standards for these commitments as for all of our credit activities.

For loans and commitments to lend, we generally require collateral or a guarantee. We may require various types of collateral, including commercial and consumer real estate, automobiles, other short-term liquid assets such as accounts receivable or inventory and long-lived assets, such as equipment and other business assets. Collateral requirements for each loan or commitment may vary based on the loan product and our assessment of a customer's credit risk according to the specific credit underwriting, including credit terms and structure.

The contractual amount of our unfunded credit commitments, including unissued standby and commercial letters of credit, is summarized by portfolio segment and class of financing receivable in Table 6.4 . The table excludes the issued standby and commercial letters of credit and temporary advance arrangements described above.

Table 6.4: Unfunded Credit Commitments

(in millions)

Jun 30,
2018


Dec 31,
2017


Commercial:

Commercial and industrial

$

328,927


326,626


Real estate mortgage

7,175


7,485


Real estate construction

15,472


16,621


Total commercial

351,574


350,732


Consumer:

Real estate 1-4 family first mortgage

31,999


29,876


Real estate 1-4 family

junior lien mortgage

38,284


38,897


Credit card

112,230


108,465


Other revolving credit and installment

27,474


27,541


Total consumer

209,987


204,779


Total unfunded

credit commitments

$

561,561


555,511



86

Note 6: Loans and Allowance for Credit Losses ( continued )


Allowance for Credit Losses

Table 6.5 presents the allowance for credit losses, which consists of the allowance for loan losses and the allowance for unfunded credit commitments.

Table 6.5: Allowance for Credit Losses

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Balance, beginning of period

$

11,313


12,287


11,960


12,540


Provision for credit losses

452


555


643


1,160


Interest income on certain impaired loans (1)

(43

)

(46

)

(86

)

(94

)

Loan charge-offs:

Commercial:

Commercial and industrial

(134

)

(161

)

(298

)

(414

)

Real estate mortgage

(19

)

(8

)

(21

)

(13

)

Real estate construction

-


-


-


-


Lease financing

(20

)

(13

)

(37

)

(20

)

Total commercial

(173

)

(182

)

(356

)

(447

)

Consumer:

Real estate 1-4 family first mortgage

(55

)

(55

)

(96

)

(124

)

Real estate 1-4 family junior lien mortgage

(47

)

(62

)

(94

)

(155

)

Credit card

(404

)

(379

)

(809

)

(746

)

Automobile

(216

)

(212

)

(516

)

(467

)

Other revolving credit and installment

(164

)

(185

)

(344

)

(374

)

Total consumer

(886

)

(893

)

(1,859

)

(1,866

)

Total loan charge-offs

(1,059

)

(1,075

)

(2,215

)

(2,313

)

Loan recoveries:

Commercial:

Commercial and industrial

76


83


155


165


Real estate mortgage

19


14


36


44


Real estate construction

6


4


10


12


Lease financing

5


6


10


8


Total commercial

106


107


211


229


Consumer:

Real estate 1-4 family first mortgage

78


71


137


133


Real estate 1-4 family junior lien mortgage

60


66


115


136


Credit card

81


59


154


117


Automobile

103


86


195


174


Other revolving credit and installment

29


31


60


64


Total consumer

351


313


661


624


Total loan recoveries

457


420


872


853


Net loan charge-offs

(602

)

(655

)

(1,343

)

(1,460

)

Other

(10

)

5


(64

)

-


Balance, end of period

$

11,110


12,146


11,110


12,146


Components:

Allowance for loan losses

$

10,193


11,073


10,193


11,073


Allowance for unfunded credit commitments

917


1,073


917


1,073


Allowance for credit losses

$

11,110


12,146


11,110


12,146


Net loan charge-offs (annualized) as a percentage of average total loans

0.26

%

0.27


0.29


0.31


Allowance for loan losses as a percentage of total loans

1.08


1.16


1.08


1.16


Allowance for credit losses as a percentage of total loans

1.18


1.27


1.18


1.27


(1)

Certain impaired loans with an allowance calculated by discounting expected cash flows using the loan's effective interest rate over the remaining life of the loan recognize changes in allowance attributable to the passage of time as interest income.



87


Table 6.6 summarizes the activity in the allowance for credit losses by our commercial and consumer portfolio segments.

Table 6.6: Allowance Activity by Portfolio Segment



2018




2017


(in millions)

Commercial


Consumer


Total


Commercial


Consumer


Total


Quarter ended June 30,

Balance, beginning of period

$

6,708


4,605


11,313


7,142


5,145


12,287


Provision (reversal of provision) for credit losses

89


363


452


(97

)

652


555


Interest income on certain impaired loans

(14

)

(29

)

(43

)

(14

)

(32

)

(46

)

Loan charge-offs

(173

)

(886

)

(1,059

)

(182

)

(893

)

(1,075

)

Loan recoveries

106


351


457


107


313


420


Net loan charge-offs

(67

)

(535

)

(602

)

(75

)

(580

)

(655

)

Other

(5

)

(5

)

(10

)

5


-


5


Balance, end of period

$

6,711


4,399


11,110


6,961


5,185


12,146


Six months ended June 30,

Balance, beginning of period

$

6,632


5,328


11,960


7,394


5,146


12,540


Provision (reversal of provision) for credit losses

258


385


643


(186

)

1,346


1,160


Interest income on certain impaired loans

(25

)

(61

)

(86

)

(29

)

(65

)

(94

)

Loan charge-offs

(356

)

(1,859

)

(2,215

)

(447

)

(1,866

)

(2,313

)

Loan recoveries

211


661


872


229


624


853


Net loan charge-offs

(145

)

(1,198

)

(1,343

)

(218

)

(1,242

)

(1,460

)

Other

(9

)

(55

)

(64

)

-


-


-


Balance, end of period

$

6,711


4,399


11,110


6,961


5,185


12,146



Table 6.7 disaggregates our allowance for credit losses and recorded investment in loans by impairment methodology.

Table 6.7: Allowance by Impairment Methodology

Allowance for credit losses

Recorded investment in loans

(in millions)

Commercial


Consumer


Total


Commercial


Consumer


Total


June 30, 2018

Collectively evaluated (1)

$

6,057


3,396


9,453


499,330


418,258


917,588


Individually evaluated (2)

646


1,003


1,649


3,696


13,977


17,673


PCI (3)

8


-


8


79


8,925


9,004


Total

$

6,711


4,399


11,110


503,105


441,160


944,265


December 31, 2017

Collectively evaluated (1)

$

5,927


4,143


10,070


499,342


425,919


925,261


Individually evaluated (2)

705


1,185


1,890


3,960


14,714


18,674


PCI (3)

-


-


-


86


12,749


12,835


Total

$

6,632


5,328


11,960


503,388


453,382


956,770


(1)

Represents loans collectively evaluated for impairment in accordance with Accounting Standards Codification (ASC) 450-20, Loss Contingencies (formerly FAS 5), and pursuant to amendments by ASU 2010-20 regarding allowance for non-impaired loans.

(2)

Represents loans individually evaluated for impairment in accordance with ASC 310-10, Receivables  (formerly FAS 114), and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.

(3)

Represents the allowance and related loan carrying value determined in accordance with ASC 310-30 , Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality (formerly SOP 03-3) and pursuant to amendments by ASU 2010-20 regarding allowance for PCI loans.


Credit Quality

We monitor credit quality by evaluating various attributes and utilize such information in our evaluation of the appropriateness of the allowance for credit losses. The following sections provide the credit quality indicators we most closely monitor. The credit quality indicators are generally based on information as of our financial statement date, with the exception of updated Fair Isaac Corporation (FICO) scores and updated loan-to-value (LTV)/

combined LTV (CLTV). We obtain FICO scores at loan origination and the scores are generally updated at least quarterly, except in limited circumstances, including compliance with the Fair Credit Reporting Act (FCRA). Generally, the LTV and CLTV indicators are updated in the second month of each quarter, with updates no older than March 31, 2018 . See the "Purchased Credit-Impaired Loans" section in this Note for credit quality information on our PCI portfolio.


88

Note 6: Loans and Allowance for Credit Losses ( continued )



COMMERCIAL CREDIT QUALITY INDICATORS  In addition to monitoring commercial loan concentration risk, we manage a consistent process for assessing commercial loan credit quality. Generally, commercial loans are subject to individual risk assessment using our internal borrower and collateral quality ratings. Our ratings are aligned to Pass and Criticized categories. The Criticized category includes Special Mention, Substandard, and Doubtful categories which are defined by bank regulatory

agencies.

Table 6.8 provides a breakdown of outstanding commercial loans by risk category. Of the $15.6 billion in criticized commercial and industrial loans and $5.1 billion in criticized commercial real estate (CRE) loans at June 30, 2018 , $1.6 billion and $816 million , respectively, have been placed on nonaccrual status and written down to net realizable collateral value.


Table 6.8: Commercial Loans by Risk Category

(in millions)

Commercial

and

industrial


Real

estate

mortgage


Real

estate

construction


Lease

financing


Total


June 30, 2018

By risk category:

Pass

$

320,894


119,144


22,692


18,570


481,300


Criticized

15,617


4,820


245


1,044


21,726


Total commercial loans (excluding PCI)

336,511


123,964


22,937


19,614


503,026


Total commercial PCI loans (carrying value)

79


-


-


-


79


Total commercial loans

$

336,590


123,964


22,937


19,614


503,105


December 31, 2017

By risk category:

Pass

$

316,431


122,312


23,981


18,162


480,886


Criticized

16,608


4,287


298


1,223


22,416


Total commercial loans (excluding PCI)

333,039


126,599


24,279


19,385


503,302


Total commercial PCI loans (carrying value)

86


-


-


-


86


Total commercial loans

$

333,125


126,599


24,279


19,385


503,388



Table 6.9 provides past due information for commercial loans, which we monitor as part of our credit risk management practices.

Table 6.9: Commercial Loans by Delinquency Status

(in millions)

Commercial

and

industrial


Real

estate

mortgage


Real

estate

construction


Lease

financing


Total


June 30, 2018

By delinquency status:

Current-29 days past due (DPD) and still accruing

$

334,293


122,984


22,791


19,361


499,429


30-89 DPD and still accruing

636


189


95


173


1,093


90+ DPD and still accruing

23


26


-


-


49


Nonaccrual loans

1,559


765


51


80


2,455


Total commercial loans (excluding PCI)

336,511


123,964


22,937


19,614


503,026


Total commercial PCI loans (carrying value)

79


-


-


-


79


Total commercial loans

$

336,590


123,964


22,937


19,614


503,105


December 31, 2017

By delinquency status:

Current-29 DPD and still accruing

$

330,319


125,642


24,107


19,148


499,216


30-89 DPD and still accruing

795


306


135


161


1,397


90+ DPD and still accruing

26


23


-


-


49


Nonaccrual loans

1,899


628


37


76


2,640


Total commercial loans (excluding PCI)

333,039


126,599


24,279


19,385


503,302


Total commercial PCI loans (carrying value)

86


-


-


-


86


Total commercial loans

$

333,125


126,599


24,279


19,385


503,388




89


CONSUMER CREDIT QUALITY INDICATORS We have various classes of consumer loans that present unique risks. Loan delinquency, FICO credit scores and LTV for loan types are common credit quality indicators that we monitor and utilize in our evaluation of the appropriateness of the allowance for credit losses for the consumer portfolio segment.

Many of our loss estimation techniques used for the allowance for credit losses rely on delinquency-based models; therefore, delinquency is an important indicator of credit quality and the establishment of our allowance for credit losses. Table 6.10 provides the outstanding balances of our consumer portfolio by delinquency status.

Table 6.10: Consumer Loans by Delinquency Status

(in millions)

Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Credit

card


Automobile


Other

revolving

credit and

installment


Total


June 30, 2018

By delinquency status:

Current-29 DPD

$

257,133


35,748


35,827


46,216


36,997


411,921


30-59 DPD

1,499


244


250


1,003


105


3,101


60-89 DPD

514


125


178


300


76


1,193


90-119 DPD

262


74


144


107


69


656


120-179 DPD

233


94


284


4


23


638


180+ DPD

1,013


234


1


2


31


1,281


Government insured/guaranteed loans (1)

13,445


-


-


-


-


13,445


Total consumer loans (excluding PCI)

274,099


36,519


36,684


47,632


37,301


432,235


Total consumer PCI loans (carrying value)

8,902


23


-


-


-


8,925


Total consumer loans

$

283,001


36,542


36,684


47,632


37,301


441,160


December 31, 2017

By delinquency status:

Current-29 DPD

$

251,786


38,746


36,996


51,445


37,885


416,858


30-59 DPD

1,893


336


287


1,385


155


4,056


60-89 DPD

742


163


201


392


93


1,591


90-119 DPD

369


103


192


146


80


890


120-179 DPD

308


95


298


3


30


734


180+ DPD

1,091


243


2


-


25


1,361


Government insured/guaranteed loans (1)

15,143


-


-


-


-


15,143


Total consumer loans (excluding PCI)

271,332


39,686


37,976


53,371


38,268


440,633


Total consumer PCI loans (carrying value)

12,722


27


-


-


-


12,749


Total consumer loans

$

284,054


39,713


37,976


53,371


38,268


453,382


(1)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the VA. Loans insured/guaranteed by the FHA/VA and 90+ DPD totaled $8.2 billion at June 30, 2018 , compared with $10.5 billion at December 31, 2017 .

Of the $2.6 billion of consumer loans not government insured/guaranteed that are 90 days or more past due at June 30, 2018 , $793 million was accruing, compared with $3.0 billion past due and $1.0 billion accruing at December 31, 2017 .

Real estate 1-4 family first mortgage loans 180 days or more past due totaled $1.0 billion , or 0.4% of total first mortgages (excluding PCI), at June 30, 2018 , compared with $1.1 billion , or 0.4% , at December 31, 2017 .


90

Note 6: Loans and Allowance for Credit Losses ( continued )


Table 6.11 provides a breakdown of our consumer portfolio by FICO. Most of the scored consumer portfolio has an updated FICO of 680 and above, reflecting a strong current borrower credit profile. FICO is not available for certain loan types, or may not be required if we deem it unnecessary due to strong collateral

and other borrower attributes. Substantially all loans not requiring a FICO score are securities-based loans originated through retail brokerage, and totaled $8.9 billion at June 30, 2018 , and $8.5 billion at December 31, 2017 .

Table 6.11: Consumer Loans by FICO

(in millions)

Real estate

1-4 family

first

mortgage (1)


Real estate

1-4 family

junior lien

mortgage (1)


Credit

card


Automobile


Other

revolving

credit and

installment


Total


June 30, 2018

By FICO:

< 600

$

4,510


1,528


3,304


7,653


762


17,757


600-639

3,125


1,100


2,916


4,899


805


12,845


640-679

6,061


2,081


5,357


6,649


1,803


21,951


680-719

13,879


4,204


7,374


7,776


3,291


36,524


720-759

27,266


5,651


8,026


7,074


4,823


52,840


760-799

56,360


6,676


6,312


6,012


6,017


81,377


800+

144,114


13,853


3,030


7,355


8,369


176,721


No FICO available

5,339


1,426


365


214


2,528


9,872


FICO not required

-


-


-


-


8,903


8,903


Government insured/guaranteed loans (1)

13,445


-


-


-


-


13,445


Total consumer loans (excluding PCI)

274,099


36,519


36,684


47,632


37,301


432,235


Total consumer PCI loans (carrying value)

8,902


23


-


-


-


8,925


Total consumer loans

$

283,001


36,542


36,684


47,632


37,301


441,160


December 31, 2017



By FICO:


< 600

$

5,145


1,768


3,525


8,858


863


20,159


600-639

3,487


1,253


3,101


5,615


904


14,360


640-679

6,789


2,387


5,690


7,696


1,959


24,521


680-719

14,977


4,797


7,628


8,825


3,582


39,809


720-759

27,926


6,246


8,097


7,806


5,089


55,164


760-799

55,590


7,323


6,372


6,468


6,257


82,010


800+

136,729


15,144


2,994


7,845


8,455


171,167


No FICO available

5,546


768


569


258


2,648


9,789


FICO not required

-


-


-


-


8,511


8,511


Government insured/guaranteed loans (1)

15,143


-


-


-


-


15,143


Total consumer loans (excluding PCI)

271,332


39,686


37,976


53,371


38,268


440,633


Total consumer PCI loans (carrying value)

12,722


27


-


-


-


12,749


Total consumer loans

$

284,054


39,713


37,976


53,371


38,268


453,382


(1)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the VA.

LTV refers to the ratio comparing the loan's unpaid principal balance to the property's collateral value. CLTV refers to the combination of first mortgage and junior lien mortgage (including unused line amounts for credit line products) ratios. LTVs and CLTVs are updated quarterly using a cascade approach which first uses values provided by automated valuation models (AVMs) for the property. If an AVM is not available, then the value is estimated using the original appraised value adjusted by the change in Home Price Index (HPI) for the property location. If an HPI is not available, the original appraised value is used. The HPI value is normally the only method considered for high value properties, generally with an original value of $1 million or more, as the AVM values have proven less accurate for these properties.

Table 6.12 shows the most updated LTV and CLTV distribution of the real estate 1-4 family first and junior lien mortgage loan portfolios. We consider the trends in residential real estate markets as we monitor credit risk and establish our allowance for credit losses. In the event of a default, any loss should be limited to the portion of the loan amount in excess of the net realizable value of the underlying real estate collateral value. Certain loans do not have an LTV or CLTV due to industry data availability and portfolios acquired from or serviced by other institutions.


91


Table 6.12: Consumer Loans by LTV/CLTV

June 30, 2018

December 31, 2017

(in millions)

Real estate

1-4 family

first

mortgage

by LTV


Real estate

1-4 family

junior lien

mortgage

by CLTV


Total


Real estate

1-4 family

first

mortgage

by LTV


Real estate

1-4 family

junior lien

mortgage

by CLTV


Total


By LTV/CLTV:

0-60%

$

140,229


15,779


156,008


133,902


16,301


150,203


60.01-80%

103,523


11,753


115,276


104,639


12,918


117,557


80.01-100%

13,688


5,740


19,428


13,924


6,580


20,504


100.01-120% (1)

1,592


2,026


3,618


1,868


2,427


4,295


> 120% (1)

615


775


1,390


783


1,008


1,791


No LTV/CLTV available

1,007


446


1,453


1,073


452


1,525


Government insured/guaranteed loans (2)

13,445


-


13,445


15,143


-


15,143


Total consumer loans (excluding PCI)

274,099


36,519


310,618


271,332


39,686


311,018


Total consumer PCI loans (carrying value)

8,902


23


8,925


12,722


27


12,749


Total consumer loans

$

283,001


36,542


319,543


284,054


39,713


323,767


(1)

Reflects total loan balances with LTV/CLTV amounts in excess of 100%. In the event of default, the loss content would generally be limited to only the amount in excess of 100% LTV/CLTV.

(2)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the VA.

NONACCRUAL LOANS Table 6.13 provides loans on nonaccrual status. PCI loans are excluded from this table because they continue to earn interest from accretable yield, independent of performance in accordance with their contractual terms.

Table 6.13: Nonaccrual Loans

(in millions)

Jun 30,
2018


Dec 31,
2017


Commercial:

Commercial and industrial

$

1,559


1,899


Real estate mortgage

765


628


Real estate construction

51


37


Lease financing

80


76


Total commercial

2,455


2,640


Consumer:

Real estate 1-4 family first mortgage (1)

3,829


4,122


Real estate 1-4 family junior lien mortgage

1,029


1,086


Automobile

119


130


Other revolving credit and installment

54


58


Total consumer

5,031


5,396


Total nonaccrual loans

(excluding PCI)

$

7,486


8,036


(1)

Includes MLHFS of $133 million and $136 million at June 30, 2018 , and December 31, 2017 , respectively.

LOANS IN PROCESS OF FORECLOSURE Our recorded investment in consumer mortgage loans collateralized by residential real estate property that are in process of foreclosure was $5.3 billion and $6.3 billion at June 30, 2018 and December 31, 2017 , respectively, which included $3.5 billion and $4.0 billion , respectively, of loans that are government insured/guaranteed. We commence the foreclosure process on consumer real estate loans when a borrower becomes 120 days delinquent in accordance with Consumer Finance Protection Bureau Guidelines. Foreclosure procedures and timelines vary depending on whether the property address resides in a judicial or non-judicial state. Judicial states require the foreclosure to be processed through the state's courts while non-judicial states are

processed without court intervention. Foreclosure timelines vary according to state law.



92

Note 6: Loans and Allowance for Credit Losses ( continued )


LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING Certain loans 90 days or more past due as to interest or principal are still accruing, because they are (1) well-secured and in the process of collection or (2) real estate 1-4 family mortgage loans or consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due. PCI loans of $811 million at June 30, 2018 , and $1.4 billion at December 31, 2017 , are not included in these past due and still accruing loans even when they are 90 days or more contractually past due. These PCI loans are considered to be accruing because they continue to earn interest from accretable yield, independent of performance in accordance with their contractual terms.

Table 6.14 shows non-PCI loans 90 days or more past due and still accruing by class for loans not government insured/guaranteed.

Table 6.14: Loans 90 Days or More Past Due and Still Accruing

(in millions)

Jun 30, 2018


Dec 31, 2017


Total (excluding PCI):

$

9,464


11,997


Less: FHA insured/guaranteed by the VA (1)(2)

8,622


10,934


Total, not government insured/guaranteed

$

842


1,063


By segment and class, not government insured/guaranteed:

Commercial:

Commercial and industrial

$

23


26


Real estate mortgage

26


23


Total commercial

49


49


Consumer:

Real estate 1-4 family first mortgage (2)

133


219


Real estate 1-4 family junior lien mortgage (2)

33


60


Credit card

429


492


Automobile

105


143


Other revolving credit and installment

93


100


Total consumer

793


1,014


Total, not government insured/guaranteed

$

842


1,063


(1)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the VA.

(2)

Includes mortgage loans held for sale 90 days or more past due and still accruing.



93


IMPAIRED LOANS Table 6.15 summarizes key information for impaired loans. Our impaired loans predominantly include loans on nonaccrual status in the commercial portfolio segment and loans modified in a TDR, whether on accrual or nonaccrual status. These impaired loans generally have estimated losses which are included in the allowance for credit losses. We have impaired loans with no allowance for credit losses when loss content has been previously recognized through charge-offs and we do not anticipate additional charge-offs or losses, or certain

loans are currently performing in accordance with their terms and for which no loss has been estimated. Impaired loans exclude PCI loans. Table 6.15 includes trial modifications that totaled $200 million at June 30, 2018 , and $194 million at December 31, 2017 .

For additional information on our impaired loans and allowance for credit losses, see Note 1 (Summary of Significant Accounting Policies) in our 2017 Form 10-K.

Table 6.15: Impaired Loans Summary

Recorded investment

(in millions)

Unpaid

principal

balance (1)


Impaired

loans


Impaired loans

with related

allowance for

credit losses


Related

allowance for

credit losses


June 30, 2018

Commercial:

Commercial and industrial

$

3,188


2,231


1,847


409


Real estate mortgage

1,518


1,274


1,250


200


Real estate construction

105


64


49


8


Lease financing

172


127


127


29


Total commercial

4,983


3,696


3,273


646


Consumer:

Real estate 1-4 family first mortgage

13,228


11,537


4,627


589


Real estate 1-4 family junior lien mortgage

2,011


1,806


1,299


219


Credit card

411


410


410


155


Automobile

147


81


36


5


Other revolving credit and installment

151


143


129


35


Total consumer (2)

15,948


13,977


6,501


1,003


Total impaired loans (excluding PCI)

$

20,931


17,673


9,774


1,649


December 31, 2017

Commercial:

Commercial and industrial

$

3,577


2,568


2,310


462


Real estate mortgage

1,502


1,239


1,207


211


Real estate construction

95


54


45


9


Lease financing

132


99


89


23


Total commercial

5,306


3,960


3,651


705


Consumer:

Real estate 1-4 family first mortgage

14,020


12,225


6,060


770


Real estate 1-4 family junior lien mortgage

2,135


1,918


1,421


245


Credit card

356


356


356


136


Automobile

157


87


34


5


Other revolving credit and installment

136


128


117


29


Total consumer (2)

16,804


14,714


7,988


1,185


Total impaired loans (excluding PCI)

$

22,110


18,674


11,639


1,890


(1)

Excludes the unpaid principal balance for loans that have been fully charged off or otherwise have zero recorded investment.

(2)

Includes the recorded investment of $1.4 billion at both June 30, 2018 and December 31, 2017 , of government insured/guaranteed loans that are predominantly insured by the FHA or guaranteed by the VA and generally do not have an allowance. Impaired loans may also have limited, if any, allowance when the recorded investment of the loan approximates estimated net realizable value as a result of charge-offs prior to a TDR modification.


94

Note 6: Loans and Allowance for Credit Losses ( continued )


Commitments to lend additional funds on loans whose terms have been modified in a TDR amounted to $552 million and $579 million at June 30, 2018 and December 31, 2017 , respectively.

Table 6.16 provides the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans by portfolio segment and class.

Table 6.16: Average Recorded Investment in Impaired Loans

Quarter ended June 30,

Six months ended June 30,

2018

2017

2018

2017

(in millions)

Average

recorded

investment


Recognized

interest

income


Average

recorded

investment


Recognized

interest

income


Average

recorded

investment


Recognized

interest

income


Average

recorded

investment


Recognized

interest

income


Commercial:

Commercial and industrial

$

2,212


43


3,390


36


2,318


79


3,457


69


Real estate mortgage

1,299


22


1,371


24


1,266


50


1,397


51


Real estate construction

62


1


66


2


60


2


75


3


Lease financing

138


1


98


-


132


1


110


-


Total commercial

3,711


67


4,925


62


3,776


132


5,039


123


Consumer:

Real estate 1-4 family first mortgage

11,772


167


13,602


185


11,921


339


13,866


375


Real estate 1-4 family junior lien mortgage

1,832


29


2,075


31


1,861


58


2,103


62


Credit card

398


12


313


9


384


22


308


17


Automobile

82


3


83


3


83


6


83


6


Other revolving credit and installment

140


3


114


2


136


5


110


4


Total consumer

14,224


214


16,187


230


14,385


430


16,470


464


Total impaired loans (excluding PCI)

$

17,935


281


21,112


292


18,161


562


21,509


587


Interest income:

Cash basis of accounting

$

84


77


165


155


Other (1)

197


215


397


432


Total interest income

$

281


292


562


587


(1)

Includes interest recognized on accruing TDRs, interest recognized related to certain impaired loans which have an allowance calculated using discounting, and amortization of purchase accounting adjustments related to certain impaired loans.



TROUBLED DEBT RESTRUCTURINGS (TDRs)  When, for economic or legal reasons related to a borrower's financial difficulties, we grant a concession for other than an insignificant period of time to a borrower that we would not otherwise consider, the related loan is classified as a TDR, the balance of which totaled $16.7 billion and $17.8 billion at June 30, 2018 and December 31, 2017 , respectively. We do not consider loan resolutions such as foreclosure or short sale to be a TDR.

We may require some consumer borrowers experiencing financial difficulty to make trial payments generally for a period of three to four months, according to the terms of a planned permanent modification, to determine if they can perform according to those terms. These arrangements represent trial modifications, which we classify and account for as TDRs. While loans are in trial payment programs, their original terms are not considered modified and they continue to advance through delinquency status and accrue interest according to their original terms.


95


Table 6.17 summarizes our TDR modifications for the periods presented by primary modification type and includes the financial effects of these modifications. For those loans that modify more than once, the table reflects each modification that occurred during the period. Loans that both modify and pay off

within the period, as well as changes in recorded investment during the period for loans modified in prior periods, are not included in the table.

Table 6.17: TDR Modifications

Primary modification type (1)

Financial effects of modifications

(in millions)

Principal (2)


Interest

rate

reduction


Other

concessions (3)


Total


Charge-

offs (4)


Weighted

average

interest

rate

reduction


Recorded

investment

related to

interest rate

reduction (5)


Quarter ended June 30, 2018

Commercial:

Commercial and industrial

$

3


5


449


457


14


0.58

%

$

5


Real estate mortgage

-


11


121


132


-


0.67


11


Real estate construction

-


-


1


1


-


-


-


Lease financing

-


-


-


-


-


-


-


Total commercial

3


16


571


590


14


0.64


16


Consumer:

Real estate 1-4 family first mortgage

64


8


286


358


2


2.26


31


Real estate 1-4 family junior lien mortgage

2


12


30


44


2


1.66


13


Credit card

-


83


-


83


-


13.19


83


Automobile

2


4


11


17


5


6.49


4


Other revolving credit and installment

-


10


2


12


-


7.95


10


Trial modifications (6)

-


-


17


17


-


-


-


Total consumer

68


117


346


531


9


9.17


141


Total

$

71


133


917


1,121


23


8.30

%

$

157


Quarter ended June 30, 2017

Commercial:

Commercial and industrial

$

17


13


914


944


29


0.88

%

$

13


Real estate mortgage

4


25


137


166


13


1.36


25


Real estate construction

-


1


20


21


-


0.61


1


Lease financing

-


-


11


11


-


-


-


Total commercial

21


39


1,082


1,142


42


1.19


39


Consumer:

Real estate 1-4 family first mortgage

74


45


234


353


3


2.55


83


Real estate 1-4 family junior lien mortgage

7


26


21


54


3


2.88


30


Credit card

-


57


-


57


-


12.48


57


Automobile

-


4


20


24


11


5.90


4


Other revolving credit and installment

-


16


1


17


1


7.27


15


Trial modifications (6)

-


-


(27

)

(27

)

-


-


-


Total consumer

81


148


249


478


18


6.07


189


Total

$

102


187


1,331


1,620


60


5.24

%

$

228




96

Note 6: Loans and Allowance for Credit Losses ( continued )



Primary modification type (1)

Financial effects of modifications

(in millions)

Principal (2)


Interest

rate

reduction


Other

concessions (3)


Total


Charge-

offs (4)


Weighted

average

interest

rate

reduction


Recorded

investment

related to

interest rate

reduction (5)


Six months ended June 30, 2018

Commercial:

Commercial and industrial

$

3


14


937


954


20


0.88

%

$

14


Real estate mortgage

-


17


219


236


-


0.89


17


Real estate construction

-


-


4


4


-


-


-


Lease financing

-


-


39


39


-


-


-


Total commercial

3


31


1,199


1,233


20


0.88


31


Consumer:

Real estate 1-4 family first mortgage

110


18


592


720


3


2.33


66


Real estate 1-4 family junior lien mortgage

3


20


58


81


3


1.89


22


Credit card

-


169


-


169


-


12.24


169


Automobile

3


8


25


36


14


6.48


8


Other revolving credit and installment

-


25


4


29


-


7.95


25


Trial modifications (6)

-


-


32


32


-


-


-


Total consumer

116


240


711


1,067


20


8.67


290


Total

$

119


271


1,910


2,300


40


7.92

%

$

321


Six months ended June 30, 2017

Commercial:

Commercial and industrial

$

17


19


1,842


1,878


94


0.86

%

$

19


Real estate mortgage

4


39


318


361


13


1.23


39


Real estate construction

-


1


23


24


-


0.69


1


Lease financing

-


-


14


14


-


-


-


Total commercial

21


59


2,197


2,277


107


1.10


59


Consumer:

Real estate 1-4 family first mortgage

148


117


525


790


12


2.58


186


Real estate 1-4 family junior lien mortgage

20


47


44


111


9


2.91


54


Credit card

-


114


-


114


-


12.35


114


Automobile

1


7


32


40


18


6.14


7


Other revolving credit and installment

-


27


4


31


1


7.28


26


Trial modifications (6)

-


-


(44

)

(44

)

-


-


-


Total consumer

169


312


561


1,042


40


5.89


387


Total

$

190


371


2,758


3,319


147


5.25

%

$

446


(1)

Amounts represent the recorded investment in loans after recognizing the effects of the TDR, if any. TDRs may have multiple types of concessions, but are presented only once in the first modification type based on the order presented in the table above. The reported amounts include loans remodified of $381 million and $602 million for the quarters ended June 30, 2018 and 2017 , and $884 million and $1.3 billion , for the first half of 2018 and 2017, respectively.

(2)

Principal modifications include principal forgiveness at the time of the modification, contingent principal forgiveness granted over the life of the loan based on borrower performance, and principal that has been legally separated and deferred to the end of the loan, with a zero percent contractual interest rate.

(3)

Other concessions include loans discharged in bankruptcy, loan renewals, term extensions and other interest and noninterest adjustments, but exclude modifications that also forgive principal and/or reduce the contractual interest rate.

(4)

Charge-offs include write-downs of the investment in the loan in the period it is contractually modified. The amount of charge-off will differ from the modification terms if the loan has been charged down prior to the modification based on our policies. In addition, there may be cases where we have a charge-off/down with no legal principal modification. Modifications resulted in legally forgiving principal (actual, contingent or deferred) of $14 million and $10 million for the quarters ended June 30, 2018 and 2017 , and $17 million and $19 million for the first half of 2018 and 2017, respectively.

(5)

Reflects the effect of reduced interest rates on loans with an interest rate concession as one of their concession types, which includes loans reported as a principal primary modification type that also have an interest rate concession.

(6)

Trial modifications are granted a delay in payments due under the original terms during the trial payment period. However, these loans continue to advance through delinquency status and accrue interest according to their original terms. Any subsequent permanent modification generally includes interest rate related concessions; however, the exact concession type and resulting financial effect are usually not known until the loan is permanently modified. Trial modifications for the period are presented net of previously reported trial modifications that became permanent in the current period.


97


Table 6.18 summarizes permanent modification TDRs that have defaulted in the current period within 12 months of their permanent modification date. We are reporting these defaulted TDRs based on a payment default definition of 90 days past due for the commercial portfolio segment and 60 days past due for the consumer portfolio segment.



Table 6.18: Defaulted TDRs

Recorded investment of defaults

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Commercial:

Commercial and industrial

$

7


30


93


92


Real estate mortgage

14


10


40


31


Real estate construction

16


-


16


-


Total commercial

37


40


149


123


Consumer:

Real estate 1-4 family first mortgage

15


26


33


51


Real estate 1-4 family junior lien mortgage

2


5


7


9


Credit card

24


17


37


32


Automobile

4


4


7


7


Other revolving credit and installment

1


1


2


2


Total consumer

46


53


86


101


Total

$

83


93


235


224



Purchased Credit-Impaired Loans

Substantially all of our PCI loans were acquired from Wachovia on December 31, 2008, at which time we acquired commercial and consumer loans with a carrying value of $18.7 billion and $40.1 billion , respectively. The unpaid principal balance on December 31, 2008 was $98.2 billion for the total of commercial and consumer PCI loans. Table 6.19 presents PCI loans net of any remaining purchase accounting adjustments. Real estate 1-4 family first mortgage PCI loans are predominantly Pick-a-Pay loans.

Table 6.19: PCI Loans

(in millions)

Jun 30,
2018


Dec 31,
2017


Total commercial

$

79


86


Consumer:

Real estate 1-4 family first mortgage

8,902


12,722


Real estate 1-4 family junior lien mortgage

23


27


Total consumer

8,925


12,749


Total PCI loans (carrying value)

$

9,004


12,835


Total PCI loans (unpaid principal balance)

$

13,060


18,975




98

Note 6: Loans and Allowance for Credit Losses ( continued )


ACCRETABLE YIELD The excess of cash flows expected to be collected over the carrying value of PCI loans is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan, or pools of loans. The accretable yield is affected by:

changes in interest rate indices for variable rate PCI loans – expected future cash flows are based on the variable rates in effect at the time of the regular evaluations of cash flows expected to be collected;

changes in prepayment assumptions – prepayments affect the estimated life of PCI loans which may change the amount of interest income, and possibly principal, expected to be collected; and

changes in the expected principal and interest payments over the estimated weighted-average life – updates to expected cash flows are driven by the credit outlook and actions taken with borrowers. Changes in expected future cash flows from loan modifications are included in the regular evaluations of cash flows expected to be collected.

The change in the accretable yield related to PCI loans since the merger with Wachovia is presented in Table 6.20 . Changes during second quarter 2018 reflect impacts of the sale of $1.3 billion of Pick-a-Pay PCI loans, and to a lesser extent, higher prepayment expectations of modified Pick-a-Pay PCI loans.

Table 6.20: Change in Accretable Yield

(in millions)

Quarter
ended
June 30,
2018


Six months
ended
June 30,
2018


2009-2017


Balance, beginning of period

$

6,864


8,887


10,447


Change in accretable yield due to acquisitions

-


-


161


Accretion into interest income (1)

(299

)

(613

)

(16,983

)

Accretion into noninterest income due to sales (2)

(479

)

(1,122

)

(801

)

Reclassification from nonaccretable difference for loans with improving credit-related cash flows 

59


399


11,597


Changes in expected cash flows that do not affect nonaccretable difference (3)

(412

)

(1,818

)

4,466


Balance, end of period 

$

5,733


5,733


8,887


(1)

Includes accretable yield released as a result of settlements with borrowers, which is included in interest income.

(2)

Includes accretable yield released as a result of sales to third parties, which is included in noninterest income.

(3)

Represents changes in cash flows expected to be collected due to the impact of modifications, changes in prepayment assumptions, changes in interest rates on variable rate PCI loans and sales to third parties.


COMMERCIAL PCI CREDIT QUALITY INDICATORS Table 6.21 provides a breakdown of commercial PCI loans by risk category.

Table 6.21: Commercial PCI Loans by Risk Category

(in millions)

Total


June 30, 2018

By risk category:

Pass

$

20


Criticized

59


Total commercial PCI loans

$

79


December 31, 2017

By risk category:

Pass

$

8


Criticized

78


Total commercial PCI loans

$

86




99


Table 6.22 provides past due information for commercial PCI loans.

Table 6.22: Commercial PCI Loans by Delinquency Status

(in millions)

Total


June 30, 2018

By delinquency status:

Current-29 DPD and still accruing

$

79


30-89 DPD and still accruing

-


90+ DPD and still accruing

-


Total commercial PCI loans

$

79


December 31, 2017

By delinquency status:

Current-29 DPD and still accruing

$

86


30-89 DPD and still accruing

-


90+ DPD and still accruing

-


Total commercial PCI loans

$

86


CONSUMER PCI CREDIT QUALITY INDICATORS Our consumer PCI loans were aggregated into several pools of loans at acquisition. Below, we have provided credit quality indicators based on the unpaid principal balance (adjusted for write-downs) of the individual loans included in the pool, but we have not

allocated the remaining purchase accounting adjustments, which were established at a pool level. Table 6.23 provides the delinquency status of consumer PCI loans.

Table 6.23: Consumer PCI Loans by Delinquency Status -

June 30, 2018

December 31, 2017

(in millions)

Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Total


Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Total


By delinquency status:

 Current-29 DPD and still accruing

$

9,464


132


9,596


13,127


138


13,265


30-59 DPD and still accruing

978


5


983


1,317


8


1,325


60-89 DPD and still accruing

420


2


422


622


3


625


90-119 DPD and still accruing

180


1


181


293


2


295


120-179 DPD and still accruing

122


2


124


219


2


221


180+ DPD and still accruing

792


3


795


1,310


4


1,314


Total consumer PCI loans (adjusted unpaid principal balance)

$

11,956


145


12,101


16,888


157


17,045


Total consumer PCI loans (carrying value)

$

8,902


23


8,925


12,722


27


12,749



100

Note 6: Loans and Allowance for Credit Losses ( continued )


Table 6.24 provides FICO scores for consumer PCI loans.


Table 6.24: Consumer PCI Loans by FICO

June 30, 2018

December 31, 2017

(in millions)

Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Total


Real estate

1-4 family

first

mortgage


Real estate

1-4 family

junior lien

mortgage


Total


By FICO:

< 600

$

2,744


31


2,775


4,014


37


4,051


600-639

1,456


19


1,475


2,086


20


2,106


640-679

1,642


22


1,664


2,393


24


2,417


680-719

1,581


27


1,608


2,242


29


2,271


720-759

1,298


21


1,319


1,779


23


1,802


760-799

735


11


746


933


12


945


800+

430


6


436


468


6


474


No FICO available

2,070


8


2,078


2,973


6


2,979


Total consumer PCI loans (adjusted unpaid principal balance)

$

11,956


145


12,101


16,888


157


17,045


Total consumer PCI loans (carrying value)

$

8,902


23


8,925


12,722


27


12,749




Table 6.25 shows the distribution of consumer PCI loans by LTV for real estate 1-4 family first mortgages and by CLTV for real estate 1-4 family junior lien mortgages.

Table 6.25: Consumer PCI Loans by LTV/CLTV

June 30, 2018

December 31, 2017

(in millions)

Real estate

1-4 family

first

mortgage

by LTV


Real estate

1-4 family

junior lien

mortgage

by CLTV


Total


Real estate

1-4 family

first

mortgage

by LTV


Real estate

1-4 family

junior lien

mortgage

by CLTV


Total


By LTV/CLTV:

0-60%

$

6,390


46


6,436


8,010


45


8,055


60.01-80%

4,153


58


4,211


6,510


63


6,573


80.01-100%

1,178


29


1,207


1,975


35


2,010


100.01-120% (1)

188


9


197


319


10


329


> 120% (1)

46


2


48


73


3


76


No LTV/CLTV available

1


1


2


1


1


2


Total consumer PCI loans (adjusted unpaid principal balance)

$

11,956


145


12,101


16,888


157


17,045


Total consumer PCI loans (carrying value)

$

8,902


23


8,925


12,722


27


12,749


(1)

Reflects total loan balances with LTV/CLTV amounts in excess of 100%. In the event of default, the loss content would generally be limited to only the amount in excess of 100% LTV/CLTV.



101


Note 7:

 Equity Securities

Table 7.1 provides a summary of our equity securities by business purpose and accounting model, including equity securities with readily determinable fair values (marketable) and those without readily determinable fair values (nonmarketable).

Table 7.1: Equity Securities

Jun 30,


Dec 31,


(in millions)

2018


2017


Held for trading at fair value:

Marketable equity securities

$

22,978


30,004


Not held for trading:

Fair value:

Marketable equity securities (1)

5,273


4,356


Nonmarketable equity securities (2)

5,876


4,867


Total equity securities at fair value

11,149


9,223


Equity method:

LIHTC (3)

10,361


10,269


Private equity

3,732


3,839


Tax-advantaged renewable energy

1,950


1,950


New market tax credit and other

262


294


Total equity method

16,305


16,352


Other:

Federal bank stock and other at cost (4)

5,673


5,828


Private equity (5)

1,400


1,090


Total equity securities not held for trading

34,527


32,493


Total equity securities

$

57,505


62,497


(1)

Includes $3.5 billion and $3.7 billion at June 30, 2018 , and December 31, 2017 , respectively, related to securities held as economic hedges of our deferred compensation plan obligations.

(2)

Includes $5.5 billion and $4.9 billion at June 30, 2018 , and December 31, 2017 , respectively, related to investments for which we elected the fair value option. See Note 15 (Fair Value of Assets and Liabilities) for additional information.

(3)

Represents low-income housing tax credit investments.

(4)

Includes $5.6 billion and $5.4 billion at June 30, 2018 , and December 31, 2017 , respectively, related to investments in Federal Reserve Bank and Federal Home Loan Bank stock.

(5)

Represents nonmarketable equity securities for which we have elected to account for the security under the measurement alternative.

Equity Securities Held for Trading

Equity securities held for trading purposes are marketable equity securities traded on organized exchanges. These securities, which are held as part of our customer accommodation trading activities, are carried at fair value with changes in fair value reflected in net gains from trading activities. More information on these activities can be found in Note 4 (Trading Activities) to Financial Statements in this Report.


Equity Securities Not Held for Trading

We also hold equity securities unrelated to trading activities. These securities include private equity and tax credit investments, securities held as economic hedges or to meet regulatory requirements (for example, Federal Reserve Bank and Federal Home Loan Bank stock). Equity securities not held for trading purposes are accounted for at either fair value, equity method, cost or the measurement alternative.


FAIR VALUE Equity securities accounted for using the fair value method are recorded at fair value with changes in fair value reflected in net gains from equity securities. Marketable equity securities held for purposes other than trading primarily consist of exchange - traded equity funds held to economically hedge obligations related to our deferred compensation plans and to a lesser extent other holdings of publicly traded equity securities held for investment purposes. Nonmarketable equity securities represent securities that do not have a readily determinable fair value for which we have elected to account for using the fair value method. Substantially all of these nonmarketable equity securities are economically hedged with equity derivatives.


EQUITY METHOD Under the equity method of accounting, we carry the security at cost adjusted for our share of the investee's earnings less any impairment write-downs. Our equity method investments consist of tax credit and private equity securities, the majority of which are our low-income housing tax credit (LIHTC) investments.

We invest in affordable housing projects that qualify for the LIHTC, which is designed to promote private development of low-income housing. These investments generate a return mostly through realization of federal tax credit and other tax benefits. In the second quarter and first half of 2018 , we recognized pre-tax losses of $287 million and $567 million , respectively, related to our LIHTC investments, compared with $227 million and $457 million , respectively, for the same periods a year ago. These losses were recognized in other noninterest income. We also recognized total tax benefits of $352 million and $711 million in the second quarter and first half of 2018 , which included tax credits recorded to income taxes of $281 million and $571 million for the same periods, respectively. In the second quarter and first half of 2017 , total tax benefits were $347 million and $694 million , respectively, which included tax credits of $260 million and $521 million for the same periods, respectively. We are periodically required to provide additional financial support during the investment period. Our liability for unfunded commitments was $3.5 billion at June 30, 2018 , and $3.6 billion at December 31, 2017 . Substantially all of this liability is expected to be paid over the next three years. This liability is included in long-term debt.


OTHER The remaining portion of our nonmarketable equity securities portfolio consists of securities accounted for using the cost method or measurement alternative. Cost method securities are held at cost less impairment. If impaired, the carrying value is written down to fair value. The measurement alternative is similar to the cost method of accounting, except the carrying value is adjusted up or down to fair value through net gains from equity securities upon the occurrence of orderly observable transactions in the same or similar security of the same issuer. Impairment write-downs are recorded on these securities when the carrying value of these securities exceeds the fair value of the investment or we identify possible indicators of impairment.


102

Note 7: Equity Securities ( continued )


Realized Gains and Losses

Table 7.2 provides a summary of the net gains and losses for equity securities. Gains and losses for securities held for trading are reported in net gains from trading activities.


Table 7.2: Net Gains (Losses) from Equity Securities

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Net gains (losses) from equity securities carried at fair value:

Marketable equity securities

$

28


187


36


470


Nonmarketable equity securities

594


212


703


694


Total equity securities carried at fair value

622


399


739


1,164


Net gains (losses) from nonmarketable equity securities not carried at fair value:

Impairment write-downs

(237

)

(22

)

(257

)

(98

)

Net unrealized gains (losses) related to measurement alternative observable transactions

35


-


263


-


Net realized gains on sale

399


64


897


390


All other

16


33


34


62


Total nonmarketable equity securities not carried at fair value

213


75


937


354


Net gains (losses) from economic hedge derivatives (1)

(540

)

(200

)

(598

)

(674

)

Total net gains (losses) from equity securities

$

295


274


1,078


844


(1)

Includes net gains (losses) on derivatives not designated as hedging instruments.

Measurement Alternative

Table 7.3 provides additional information about the impairment write-downs and observable price adjustments

related to nonmarketable equity securities accounted for under the measurement alternative. Gains and losses related to these adjustments are also included in Table 7.2.

Table 7.3: Measurement Alternative     

Quarter ended June 30,


Six months ended June 30,


(in millions)

2018


2018


Net gains (losses) recognized in earnings during the period:

Gross unrealized gains due to observable price changes

$

43


271


Gross unrealized losses due to observable price changes

(8

)

(8

)

Impairment write-downs

(5

)

(12

)

Realized net gains (losses) from sale

16


91


Total net gains (losses) recognized during the period

$

46


342



The cumulative gross unrealized gains and losses due to observable price changes as of June 30, 2018 , were $247 million and $8 million , respectively. Cumulative impairment losses as of June 30, 2018 , were $12 million . These cumulative amounts represent carrying value adjustments to equity securities accounted for under the measurement alternative that were recognized on the balance sheet as of June 30, 2018 .



103


Note 8:

 Other Assets

Table 8.1 presents the components of other assets.

Table 8.1: Other Assets

(in millions)

Jun 30,
2018


Dec 31,
2017


Corporate/bank-owned life insurance

$

19,621


19,549


Accounts receivable (1)

32,926


39,127


Interest receivable

5,910


5,688


Core deposit intangibles

384


769


Customer relationship and other amortized intangibles

693


841


Foreclosed assets:

Residential real estate:

Government insured/guaranteed (1)

90


120


Non-government insured/guaranteed

228


252


Non-residential real estate

181


270


Operating lease assets

9,385


9,666


Due from customers on acceptances

228


177


Other

11,204


13,785


Total other assets

$

80,850


90,244


(1)

Certain government-guaranteed residential real estate mortgage loans upon foreclosure are included in Accounts receivable. Both principal and interest related to these foreclosed real estate assets are collectible because the loans were predominantly insured by the FHA or guaranteed by the VA. For more information on the classification of certain government-guaranteed mortgage loans upon foreclosure, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 10-K.








104

Note 9: Securitizations and Variable Interest Entities ( continued )


Note 9: Securitizations and Variable Interest Entities

Involvement with Special Purpose Entities (SPEs)

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with SPEs, which are corporations, trusts, limited liability companies or partnerships that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions and are considered variable interest entities (VIEs). For further description of our involvement with SPEs, see Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2017 Form 10-K.

We have segregated our involvement with VIEs between those VIEs which we consolidate, those which we do not consolidate and those for which we account for the transfers of financial assets as secured borrowings. Secured borrowings are transactions involving transfers of our financial assets to third parties that are accounted for as financings with the assets pledged as collateral. Accordingly, the transferred assets remain recognized on our balance sheet. Subsequent tables within this Note further segregate these transactions by structure type.

Table 9.1 provides the classifications of assets and liabilities in our balance sheet for our transactions with VIEs.

Table 9.1: Balance Sheet Transactions with VIEs

(in millions)

VIEs that we

do not

consolidate


VIEs

that we

consolidate


Transfers that

we account

for as secured

borrowings

Total


June 30, 2018

Cash

$

-


112


-


112


Interest-earning deposits with banks

-


8


-


8


Debt securities:

Trading debt securities

2,593


-


200


2,793


Available-for-sale debt securities (1)

3,049


-


341


3,390


Held-to-maturity debt securities

513


-


-


513


Loans

1,963


12,631


101


14,695


Mortgage servicing rights

15,353


-


-


15,353


Derivative assets

123


-


-


123


Equity securities

10,725


24


-


10,749


Other assets

-


240


6


246


Total assets

34,319


13,015


648


47,982


Short-term borrowings

-


-


512


512


Derivative liabilities

73


-


(2)

-


73


Accrued expenses and other liabilities

242


137


(2)

9


388


Long-term debt

3,454


911


(2)

101


4,466


Total liabilities

3,769


1,048


622


5,439


Noncontrolling interests

-


30


-


30


Net assets

$

30,550


11,937


26


42,513


December 31, 2017

Cash

$

-


116


-


116


Interest-earning deposits with banks

-


371


-


371


Debt securities:

Trading debt securities

1,305


-


201


1,506


Available-for-sale debt securities (1)

3,288


-


358


3,646


Held-to-maturity debt securities

485


-


-


485


Loans

4,274


12,482


110


16,866


Mortgage servicing rights

13,628


-


-


13,628


Derivative assets

44


-


-


44


Equity securities

10,740


306


-


11,046


Other assets

-


342


6


348


Total assets

33,764


13,617


675


48,056


Short-term borrowings

-


-


522


522


Derivative liabilities

106


5


(2)

-


111


Accrued expenses and other liabilities

244


132


(2)

10


386


Long-term debt

3,590


1,479


(2)

111


5,180


Total liabilities

3,940


1,616


643


6,199


Noncontrolling interests

-


283


-


283


Net assets

$

29,824


11,718


32


41,574


(1)

Excludes certain debt securities related to loans serviced for the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and GNMA.

(2)

There were no VIE liabilities with recourse to the general credit of Wells Fargo for the periods presented.


105


Transactions with Unconsolidated VIEs

Our transactions with unconsolidated VIEs include securitizations of residential mortgage loans, CRE loans, student loans, automobile loans and leases, certain dealer floorplan loans; investment and financing activities involving collateralized debt obligations (CDOs) backed by asset-backed and CRE securities, tax credit structures, collateralized loan obligations (CLOs) backed by corporate loans, and other types of structured financing. We have various forms of involvement with VIEs, including servicing, holding senior or subordinated interests, entering into liquidity arrangements, credit default swaps and other derivative contracts. Involvements with these unconsolidated VIEs are recorded on our balance sheet in debt and equity securities, loans, MSRs, derivative assets and liabilities, other assets, other liabilities, and long-term debt, as appropriate.

Table 9.2 provides a summary of unconsolidated VIEs with which we have significant continuing involvement, but we are not the primary beneficiary. We do not consider our continuing involvement in an unconsolidated VIE to be significant when it relates to third-party sponsored VIEs for which we were not the transferor (unless we are servicer and have other significant forms of involvement) or if we were the sponsor only or sponsor

and servicer but do not have any other forms of significant involvement.

Significant continuing involvement includes transactions where we were the sponsor or transferor and have other significant forms of involvement. Sponsorship includes transactions with unconsolidated VIEs where we solely or materially participated in the initial design or structuring of the entity or marketing of the transaction to investors. When we transfer assets to a VIE and account for the transfer as a sale, we are considered the transferor. We consider investments in securities (other than those held temporarily in trading), loans, guarantees, liquidity agreements, written options and servicing of collateral to be other forms of involvement that may be significant. We have excluded certain transactions with unconsolidated VIEs from the balances presented in the following table where we have determined that our continuing involvement is not significant due to the temporary nature and size of our variable interests, because we were not the transferor or because we were not involved in the design of the unconsolidated VIEs. We also exclude from the table secured borrowing transactions with unconsolidated VIEs (for information on these transactions, see the Transactions with Consolidated VIEs and Secured Borrowings section in this Note).

Table 9.2: Unconsolidated VIEs

Carrying value – asset (liability)

(in millions)

Total

VIE

assets


Debt and

equity

interests (1)


Servicing

assets


Derivatives


Other

commitments

and

guarantees


Net

assets


June 30, 2018

Residential mortgage loan securitizations:

Conforming (2)

$

1,167,339


3,042


14,415


-


(187

)

17,270


Other/nonconforming

12,158


525


64


-


-


589


Commercial mortgage securitizations

149,273


2,442


874


(71

)

(35

)

3,210


Collateralized debt obligations:

Debt securities

802


-


-


5


(20

)

(15

)

Loans (3)

-


-


-


-


-


-


Asset-based finance structures

2,071


946


-


-


-


946


Tax credit structures

31,397


11,341


-


-


(3,454

)

7,887


Collateralized loan obligations

7


-


-


-


-


-


Investment funds

209


49


-


-


-


49


Other (4)

1,949


498


-


116


-


614


Total

$

1,365,205


18,843


15,353


50


(3,696

)

30,550


Maximum exposure to loss

Debt and

equity

interests (1)


Servicing

assets


Derivatives


Other

commitments

and

guarantees


Total

exposure


Residential mortgage loan securitizations:

Conforming

$

3,042


14,415


-


1,051


18,508


Other/nonconforming

525


64


-


-


589


Commercial mortgage securitizations

2,442


874


71


10,679


14,066


Collateralized debt obligations:

Debt securities

-


-


5


20


25


Loans (3)

-


-


-


-


-


Asset-based finance structures

946


-


-


71


1,017


Tax credit structures

11,341


-


-


1,180


12,521


Collateralized loan obligations

-


-


-


-


-


Investment funds

49


-


-


-


49


Other (4)

498


-


135


158


791


Total

$

18,843


15,353


211


13,159


47,566


(continued on following page)


106

Note 9: Securitizations and Variable Interest Entities ( continued )


(continued from previous page)

Carrying value – asset (liability)

(in millions)

Total

VIE

assets


Debt and

equity

interests (1)


Servicing

assets


Derivatives


Other

commitments

and

guarantees


Net

assets


December 31, 2017

Residential mortgage loan securitizations:

Conforming (2)

$

1,169,410


2,100


12,665


-


(190

)

14,575


Other/nonconforming

14,175


598


73


-


-


671


Commercial mortgage securitizations

144,650


2,198


890


28


(34

)

3,082


Collateralized debt obligations:

Debt securities

1,031


-


-


5


(20

)

(15

)

Loans (3)

1,481


1,443


-


-


-


1,443


Asset-based finance structures

2,333


1,867


-


-


-


1,867


Tax credit structures

31,852


11,258


-


-


(3,590

)

7,668


Collateralized loan obligations

23


1


-


-


-


1


Investment funds

225


50


-


-


-


50


Other (4)

2,257


577


-


(95

)

-


482


Total

$

1,367,437


20,092


13,628


(62

)

(3,834

)

29,824


Maximum exposure to loss

Debt and

equity

interests (1)


Servicing

assets


Derivatives


Other

commitments

and

guarantees


Total

exposure


Residential mortgage loan securitizations:

Conforming

$

2,100


12,665


-


1,137


15,902


Other/nonconforming

598


73


-


-


671


Commercial mortgage securitizations

2,198


890


42


10,202


13,332


Collateralized debt obligations:

Debt securities

-


-


5


20


25


Loans (3)

1,443


-


-


-


1,443


Asset-based finance structures

1,867


-


-


71


1,938


Tax credit structures

11,258


-


-


1,175


12,433


Collateralized loan obligations

1


-


-


-


1


Investment funds

50


-


-


-


50


Other (4)

577


-


120


157


854


Total

$

20,092


13,628


167


12,762


46,649


(1)

Includes total equity interests of $10.7 billion at both  June 30, 2018 , and December 31, 2017 . Also includes debt interests in the form of both loans and securities. Excludes certain debt securities held related to loans serviced for FNMA, FHLMC and GNMA.

(2)

Excludes assets and related liabilities with a recorded carrying value on our balance sheet of $812 million and $2.2 billion at June 30, 2018 , and December 31, 2017 , respectively, for certain delinquent loans that are eligible for repurchase from GNMA loan securitizations. The recorded carrying value represents the amount that would be payable if the Company was to exercise the repurchase option. The carrying amounts are excluded from the table because the loans eligible for repurchase do not represent interests in the VIEs.

(3)

Represents senior loans to trusts that are collateralized by asset-backed securities. The trusts invested in senior tranches from a diversified pool of U.S. asset securitizations, of which all were current and 100% were rated as investment grade by the primary rating agencies at December 31, 2017 . These senior loans were accounted for at amortized cost and were subject to the Company's allowance and credit charge-off policies. The securitization was terminated in first quarter 2018.

(4)

Includes structured financing and credit-linked note structures. Also contains investments in auction rate securities (ARS) issued by VIEs that we do not sponsor and, accordingly, are unable to obtain the total assets of the entity.


In Table 9.2 , "Total VIE assets" represents the remaining principal balance of assets held by unconsolidated VIEs using the most current information available. For VIEs that obtain exposure to assets synthetically through derivative instruments, the remaining notional amount of the derivative is included in the asset balance. "Carrying value" is the amount in our consolidated balance sheet related to our involvement with the unconsolidated VIEs. "Maximum exposure to loss" from our involvement with off-balance sheet entities, which is a required disclosure under GAAP, is determined as the carrying value of our involvement with off-balance sheet (unconsolidated) VIEs plus the remaining undrawn liquidity and lending commitments, the notional amount of net written derivative contracts, and generally the notional amount of, or stressed loss estimate for, other commitments and guarantees. It represents estimated loss that would be incurred under severe, hypothetical circumstances, for which we believe the possibility is extremely remote, such as where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss.

For complete descriptions of our types of transactions with unconsolidated VIEs with which we have a significant continuing involvement, but we are not the primary beneficiary, see Note 8

(Securitizations and Variable Interest Entities) to Financial Statements in our 2017 Form 10-K.


INVESTMENT FUNDS Subsequent to adopting ASU 2015-02 ( Amendments to the Consolidation Analysis ) in first quarter 2016, we do not consolidate these investment funds because we do not hold variable interests that are considered significant to the funds.

We voluntarily waived a portion of our management fees for certain money market funds that are exempt from the consolidation analysis to ensure the funds maintained a minimum level of daily net investment income. The amount of fees waived in the second quarter and first half of 2018 was $12 million and $25 million , respectively, compared with $13 million and $27 million , respectively, in the same periods of 2017 .


OTHER TRANSACTIONS WITH VIEs  Other VIEs include certain entities that issue auction rate securities (ARS) which are debt instruments with long-term maturities, that re-price more frequently, and preferred equities with no maturity. At June 30, 2018 , we held $292 million of ARS issued by VIEs compared with $400 million at December 31, 2017 . We acquired the ARS pursuant to agreements entered into in 2008 and 2009.


107


We do not consolidate the VIEs that issued the ARS because we do not have power over the activities of the VIEs.


TRUST PREFERRED SECURITIES VIEs that we wholly own issue debt securities or preferred equity to third party investors. All of the proceeds of the issuance are invested in debt securities or preferred equity that we issue to the VIEs. The VIEs' operations and cash flows relate only to the issuance, administration and repayment of the securities held by third parties. We do not consolidate these VIEs because the sole assets of the VIEs are receivables from us, even though we own all of the voting equity shares of the VIEs, have fully guaranteed the obligations of the VIEs and may have the right to redeem the third party securities under certain circumstances. In our consolidated balance sheet at June 30, 2018 , and December 31, 2017 , we reported the debt securities issued to the VIEs as long-term junior subordinated debt with a carrying value of $1.9 billion and $2.0 billion , respectively, and the preferred

equity securities issued to the VIEs as preferred stock with a carrying value of $2.5 billion at both dates. These amounts are in addition to the involvements in these VIEs included in the preceding table.

Loan Sales and Securitization Activity

We periodically transfer consumer and CRE loans and other types of financial assets in securitization and whole loan sale transactions. We typically retain the servicing rights from these sales and may continue to hold other beneficial interests in the transferred financial assets. We may also provide liquidity to investors in the beneficial interests and credit enhancements in the form of standby letters of credit. Through these transfers we may be exposed to liability under limited amounts of recourse as well as standard representations and warranties we make to purchasers and issuers. Table 9.3 presents the cash flows for our transfers accounted for as sales.

Table 9.3: Cash Flows From Sales and Securitization Activity

2018

2017

(in millions)

Mortgage

loans


Other

financial

assets


Mortgage

loans


Other

financial

assets


Quarter ended June 30,





Proceeds from securitizations and whole loan sales

$

51,990


-


52,824


4


Fees from servicing rights retained

830


-


840


-


Cash flows from other interests held (1)

168


1


641


-


Repurchases of assets/loss reimbursements (2):

Non-agency securitizations and whole loan transactions

1


-


5


-


Agency securitizations (3)

19


-


23


-


Servicing advances, net of repayments

(7

)

-


(20

)

-


Six months ended June 30,

Proceeds from securitizations and whole loan sales

$

102,577


-


111,081


25


Fees from servicing rights retained

1,675


-


1,694


-


Cash flows from other interests held (1)

353


1


1,475


-


Repurchases of assets/loss reimbursements (2):

Non-agency securitizations and whole loan transactions

2


-


7


-


Agency securitizations (3)

52


-


46


-


Servicing advances, net of repayments

(43

)

-


(162

)

-


(1)

Cash flows from other interests held include principal and interest payments received on retained bonds and excess cash flows received on interest-only strips.

(2)

Consists of cash paid to repurchase loans from investors and cash paid to investors to reimburse them for losses on individual loans that are already liquidated.

(3)

Represent loans repurchased from GNMA, FNMA, and FHLMC under representation and warranty provisions included in our loan sales contracts. Second quarter and first half of 2018 exclude $1.8 billion and $ 4.7 billion , respectively, in delinquent insured/guaranteed loans that we service and have exercised our option to purchase out of GNMA pools, compared with $1.6 billion and $3.9 billion , respectively, in the same periods of 2017 . These loans are predominantly insured by the FHA or guaranteed by the VA.


In the second quarter and first half of 2018 , we recognized net gains of $532 million and $1.2 billion , respectively, from transfers accounted for as sales of financial assets, compared with $393 million and $525 million , respectively, in the same periods of 2017 . These net gains predominantly relate to whole loan sales, commercial mortgage securitizations, and residential mortgage securitizations where the loans were not already carried at fair value.

Sales with continuing involvement during the second quarter and first half of 2018 and 2017 l argely related to securitizations of residential mortgages that are sold to the government-sponsored entities (GSEs), including FNMA, FHLMC and GNMA (conforming residential mortgage securitizations). During the second quarter and first half of 2018 , we transferred $47.7 billion and $95.0 billion , respectively, in fair value of residential mortgages to unconsolidated VIEs and third-party investors and

recorded the transfers as sales, compared with $49.7 billion and $105.2 billion , respectively, in the same periods of 2017 . Substantially all of these transfers did not result in a gain or loss because the loans were already carried at fair value. In connection with all of these transfers, in the first half of 2018 , we recorded a $988 million servicing asset, measured at fair value using a Level 3 measurement technique, securities of $1.8 billion , classified as Level 2, and a $7 million liability for repurchase losses which reflects management's estimate of probable losses related to various representations and warranties for the loans transferred, initially measured at fair value. In the first half of 2017 , we recorded a $957 million servicing asset, securities of $3.5 billion , and a $14 million liability.

Table 9.4 presents the key weighted-average assumptions we used to measure residential mortgage servicing rights at the date of securitization.


108

Note 9: Securitizations and Variable Interest Entities ( continued )


Table 9.4: Residential Mortgage Servicing Rights

Residential mortgage

servicing rights

2018


2017


Quarter ended June 30,



Prepayment speed (1)

10.7

%

12.8


Discount rate

7.4


6.9


Cost to service ($ per loan) (2)

$

146


152


Six months ended June 30,

Prepayment speed (1)

10.1

%

11.5


Discount rate

7.4


6.8


Cost to service ($ per loan) (2)

$

132


142


(1)

The prepayment speed assumption for residential mortgage servicing rights includes a blend of prepayment speeds and default rates. Prepayment speed assumptions are influenced by mortgage interest rate inputs as well as our estimation of drivers of borrower behavior.

(2)

Includes costs to service and unreimbursed foreclosure costs, which can vary period to period depending on the mix of modified government-guaranteed loans sold to GNMA.

During the second quarter and first half of 2018 , we transferred $4.4 billion and $7.5 billion , respectively, in carrying value of commercial mortgages to unconsolidated VIEs and third-party investors and recorded the transfers as sales, compared with $3.3 billion and $6.6 billion , respectively, in the same periods of 2017 . These transfers resulted in gains of $60 million and $129 million in the second quarter and first half of 2018 , respectively, because the loans were carried at lower of cost or market value (LOCOM), compared with gains of $80 million and $176 million in the same periods of 2017 . In connection with these transfers, in the first half of 2018 , we recorded a servicing asset of $73 million , initially measured at fair value using a Level 3 measurement technique, and securities of $208 million , classified as Level 2. In the first half of 2017 , we recorded a servicing asset of $82 million and securities of $65 million .



109


Retained Interests from Unconsolidated VIEs

Table 9.5 provides key economic assumptions and the sensitivity of the current fair value of residential mortgage servicing rights and other interests held to immediate adverse changes in those assumptions. "Other interests held" relate to residential and commercial mortgage loan securitizations. Residential mortgage-backed securities retained in securitizations issued through GSEs, such as FNMA, FHLMC and GNMA, are excluded from the table because these securities have a remote risk of credit loss due to

the GSE guarantee. These securities also have economic characteristics similar to GSE mortgage-backed securities that we purchase, which are not included in the table. Subordinated interests include only those bonds whose credit rating was below AAA by a major rating agency at issuance. Senior interests include only those bonds whose credit rating was AAA by a major rating agency at issuance. The information presented excludes trading positions held in inventory.

Table 9.5: Retained Interests from Unconsolidated VIEs

Other interests held

Residential

mortgage

servicing

rights (1)


Interest-only

strips


Commercial (2)

($ in millions, except cost to service amounts)

Subordinated

bonds


Senior

bonds


Fair value of interests held at June 30, 2018

$

15,411


17


632


277


Expected weighted-average life (in years)

6.9


3.7


6.6


5.4


Key economic assumptions:

Prepayment speed assumption (3)

8.9

%

17.7


Decrease in fair value from:

10% adverse change

$

533


1


25% adverse change

1,270


1


Discount rate assumption

7.3

%

15.7


4.4


3.7


Decrease in fair value from:

100 basis point increase

$

748


-


33


12


200 basis point increase

1,429


1


63


24


Cost to service assumption ($ per loan)

131


Decrease in fair value from:

10% adverse change

438


25% adverse change

1,095


Credit loss assumption

5.9


-


Decrease in fair value from:

10% higher losses

2


-


25% higher losses

5


-


Fair value of interests held at December 31, 2017

$

13,625


19


596


468


Expected weighted-average life (in years)

6.2


3.3


6.7


5.2


Key economic assumptions:

Prepayment speed assumption (3)

10.5

%

20.0


Decrease in fair value from:

10% adverse change

$

565


1


25% adverse change

1,337


2


Discount rate assumption

6.9

%

14.8


4.1


3.1


Decrease in fair value from:

100 basis point increase

$

652


-


32


20


200 basis point increase

1,246


1


61


39


Cost to service assumption ($ per loan)

143


Decrease in fair value from:

10% adverse change

467


25% adverse change

1,169


Credit loss assumption

1.8


-


Decrease in fair value from:

10% higher losses

-


-


25% higher losses

-


-


(1)

See narrative following this table for a discussion of commercial mortgage servicing rights.

(2)

Prepayment speed assumptions do not significantly impact the value of commercial mortgage securitization bonds as the underlying commercial mortgage loans experience significantly lower prepayments due to certain contractual restrictions, impacting the borrower's ability to prepay the mortgage.

(3)

The prepayment speed assumption for residential mortgage servicing rights includes a blend of prepayment speeds and default rates. Prepayment speed assumptions are influenced by mortgage interest rate inputs as well as our estimation of drivers of borrower behavior.

In addition to residential mortgage servicing rights (MSRs) included in the previous table, we have a small portfolio of commercial MSRs with a fair value of $2.3 billion and $2.0 billion at June 30, 2018 , and December 31, 2017 , respectively. The nature of our commercial MSRs, which are carried at LOCOM, is different from our residential MSRs. Prepayment activity on serviced loans does not significantly impact the value of commercial MSRs because, unlike residential mortgages, commercial mortgages experience significantly lower prepayments due to certain contractual restrictions, impacting the borrower's ability to prepay the mortgage. Additionally, for our commercial MSR portfolio, we are typically master/primary servicer, but not the special servicer, who is separately

responsible for the servicing and workout of delinquent and foreclosed loans. It is the special servicer, similar to our role as servicer of residential mortgage loans, who is affected by higher servicing and foreclosure costs due to an increase in delinquent and foreclosed loans. Accordingly, prepayment speeds and costs to service are not key assumptions for commercial MSRs as they do not significantly impact the valuation. The primary economic driver impacting the fair value of our commercial MSRs is forward interest rates, which are derived from market observable yield curves used to price capital markets instruments. Market interest rates significantly affect interest earned on custodial deposit balances. The sensitivity of the current fair value to an immediate adverse 25% change in the assumption about interest


110

Note 9: Securitizations and Variable Interest Entities ( continued )


earned on deposit balances at June 30, 2018 , and December 31, 2017 , results in a decrease in fair value of $350 million and $278 million , respectively. See Note 10 (Mortgage Banking Activities) for further information on our commercial MSRs.

We also have a loan to an unconsolidated third party VIE that we extended in fourth quarter 2014 in conjunction with our sale of government guaranteed student loans. The loan is carried at amortized cost and approximates fair value at June 30, 2018 , and December 31, 2017 . The carrying amount of the loan at June 30, 2018 , and December 31, 2017 , was $488 million and $1.3 billion , respectively. The estimated fair value of the loan is considered a Level 3 measurement that is determined using discounted cash flows that are based on changes in the discount rate due to changes in the risk premium component (credit spreads). The primary economic assumption impacting the fair value of our loan is the discount rate. Changes in the credit loss assumption are not expected to affect the estimated fair value of the loan due to the government guarantee of the underlying collateral. The sensitivity of the current fair value to an immediate adverse increase of 200 basis points in the risk premium component of the discount rate assumption is a decrease in fair value of $8 million and $25 million at June 30, 2018 , and December 31, 2017 , respectively.

The sensitivities in the preceding paragraphs and table are hypothetical and caution should be exercised when relying on

this data. Changes in value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in value may not be linear. Also, the effect of a variation in a particular assumption on the value of the other interests held is calculated independently without changing any other assumptions. In reality, changes in one factor may result in changes in others (for example, changes in prepayment speed estimates could result in changes in the credit losses), which might magnify or counteract the sensitivities.


Off-Balance Sheet Loans

Table 9.6 presents information about the principal balances of off-balance sheet loans that were sold or securitized, including residential mortgage loans sold to FNMA, FHLMC, GNMA and other investors, for which we have some form of continuing involvement (including servicer). Delinquent loans include loans 90 days or more past due and loans in bankruptcy, regardless of delinquency status. For loans sold or securitized where servicing is our only form of continuing involvement, we would only experience a loss if we were required to repurchase a delinquent loan or foreclosed asset due to a breach in representations and warranties associated with our loan sale or servicing contracts.

Table 9.6: Off-Balance Sheet Loans Sold or Securitized

Net charge-offs

Total loans

Delinquent loans and foreclosed assets (1)

Six months ended June 30,

(in millions)

Jun 30, 2018


Dec 31, 2017


Jun 30, 2018


Dec 31, 2017


2018


2017


Commercial:

Real estate mortgage

$

102,173


100,875


2,358


2,839


151


382


Total commercial

102,173


100,875


2,358


2,839


151


382


Consumer:

Real estate 1-4 family first mortgage

1,114,206


1,126,208


10,411


13,393


250


395


Total consumer

1,114,206


1,126,208


10,411


13,393


250


395


Total off-balance sheet sold or securitized loans (2)

$

1,216,379


1,227,083


12,769


16,232


401


777


(1)

Includes $1.2 billion of commercial foreclosed assets at both dates and $784 million and $879 million of consumer foreclosed assets at June 30, 2018 , and December 31, 2017 , respectively.

(2)

At June 30, 2018 , and December 31, 2017 , the table includes total loans of $1.1 trillion at both dates, delinquent loans of $6.9 billion and $9.1 billion , and foreclosed assets of $537 million and $619 million , respectively, for FNMA, FHLMC and GNMA. Net charge-offs exclude loans sold to FNMA, FHLMC and GNMA as we do not service or manage the underlying real estate upon foreclosure and, as such, do not have access to net charge-off information.


111


Transactions with Consolidated VIEs and Secured Borrowings

Table 9.7 presents a summary of financial assets and liabilities for asset transfers accounted for as secured borrowings and involvements with consolidated VIEs. Carrying values of "Assets" are presented using GAAP measurement methods, which may include fair value, credit impairment or other adjustments, and

therefore in some instances will differ from "Total VIE assets." For VIEs that obtain exposure synthetically through derivative instruments, the remaining notional amount of the derivative is included in "Total VIE assets." On the consolidated balance sheet, we separately disclose the consolidated assets of certain VIEs that can only be used to settle the liabilities of those VIEs.

Table 9.7: Transactions with Consolidated VIEs and Secured Borrowings

Carrying value

(in millions)

Total VIE

assets


Assets


Liabilities


Noncontrolling

interests


Net assets


June 30, 2018

Secured borrowings:

Municipal tender option bond securitizations

$

647


547


(521

)

-


26


Residential mortgage securitizations

103


101


(101

)

-


-


Total secured borrowings

750


648


(622

)

-


26


Consolidated VIEs:

Commercial and industrial loans and leases

7,946


7,936


(430

)

(11

)

7,495


Nonconforming residential mortgage loan securitizations

2,248


1,978


(617

)

-


1,361


Commercial real estate loans

3,024


3,024


-


-


3,024


Structured asset finance

-


-


-


-


-


Investment funds

23


23


-


-


23


Other

58


54


(1

)

(19

)

34


Total consolidated VIEs

13,299


13,015


(1,048

)

(30

)

11,937


Total secured borrowings and consolidated VIEs

$

14,049


13,663


(1,670

)

(30

)

11,963


December 31, 2017

Secured borrowings:

Municipal tender option bond securitizations

$

658


565


(532

)

-


33


Residential mortgage securitizations

113


110


(111

)

-


(1

)

Total secured borrowings

771


675


(643

)

-


32


Consolidated VIEs:

Commercial and industrial loans and leases

9,116


8,626


(915

)

(29

)

7,682


Nonconforming residential mortgage loan securitizations

2,515


2,212


(694

)

-


1,518


Commercial real estate loans

2,378


2,378


-


-


2,378


Structured asset finance

10


6


(4

)

-


2


Investment funds

305


305


(2

)

(230

)

73


Other

100


90


(1

)

(24

)

65


Total consolidated VIEs

14,424


13,617


(1,616

)

(283

)

11,718


Total secured borrowings and consolidated VIEs

$

15,195


14,292


(2,259

)

(283

)

11,750


INVESTMENT FUNDS Subsequent to adopting ASU 2015-02 – Amendments to the Consolidation Analysis in first quarter 2016, we consolidate certain investment funds because we have both the power to manage fund assets and hold variable interests that are considered significant.

For complete descriptions of our accounting for transfers accounted for as secured borrowings and involvements with consolidated VIEs, see Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2017 Form 10-K.


112

Note 10: Mortgage Banking Activities ( continued )


Note 10:  Mortgage Banking Activities


Mortgage banking activities, included in the Community Banking and Wholesale Banking operating segments, consist of residential and commercial mortgage originations, sale activity and servicing.

We apply the amortization method to commercial MSRs and apply the fair value method to residential MSRs. Table 10.1 presents the changes in MSRs measured using the fair value method.

Table 10.1: Analysis of Changes in Fair Value MSRs

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Fair value, beginning of period

$

15,041


13,208


13,625


12,959


Servicing from securitizations or asset transfers (1)

486


436


1,059


1,019


Sales and other (2)

(1

)

(8

)

(5

)

(55

)

Net additions

485


428


1,054


964


Changes in fair value:

Due to changes in valuation model inputs or assumptions:

Mortgage interest rates (3)

376


(305

)

1,629


(153

)

Servicing and foreclosure costs (4)

30


(14

)

64


13


Prepayment estimates and other (5)

(61

)

(41

)

(18

)

(46

)

Net changes in valuation model inputs or assumptions

345


(360

)

1,675


(186

)

Changes due to collection/realization of expected cash flows over time

(460

)

(487

)

(943

)

(948

)

Total changes in fair value

(115

)

(847

)

732


(1,134

)

Fair value, end of period

$

15,411


12,789


15,411


12,789


(1)

Includes impacts associated with exercising our right to repurchase delinquent loans from GNMA loan securitization pools.

(2)

Includes sales and transfers of MSRs, which can result in an increase of total reported MSRs if the sales or transfers are related to nonperforming loan portfolios or portfolios with servicing liabilities.

(3)

Includes prepayment speed changes as well as other valuation changes due to changes in mortgage interest rates (such as changes in estimated interest earned on custodial deposit balances).

(4)

Includes costs to service and unreimbursed foreclosure costs.

(5)

Represents changes driven by other valuation model inputs or assumptions including prepayment speed estimation changes and other assumption updates. Prepayment speed estimation changes are influenced by observed changes in borrower behavior and other external factors that occur independent of interest rate changes.

Table 10.2 presents the changes in amortized MSRs.

Table 10.2: Analysis of Changes in Amortized MSRs

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Balance, beginning of period

$

1,411


1,402


1,424


1,406


Purchases

22


26


40


44


Servicing from securitizations or asset transfers

39


37


73


82


Amortization

(65

)

(66

)

(130

)

(133

)

Balance, end of period (1)

$

1,407


1,399


1,407


1,399


Fair value of amortized MSRs:

Beginning of period

$

2,307


2,051


2,025


1,956


End of period

2,309


1,989


2,309


1,989


(1)

Commercial amortized MSRs are evaluated for impairment purposes by the following risk strata: agency (GSEs) for multi-family properties and non-agency. There was no valuation allowance recorded for the periods presented on the commercial amortized MSRs.




113


We present the components of our managed servicing portfolio in Table 10.3 at unpaid principal balance for loans serviced and subserviced for others and at book value for owned loans serviced.

Table 10.3: Managed Servicing Portfolio

(in billions)

Jun 30, 2018


Dec 31, 2017


Residential mortgage servicing:

Serviced for others

$

1,190


1,209


Owned loans serviced

340


342


Subserviced for others

4


3


Total residential servicing

1,534


1,554


Commercial mortgage servicing:

Serviced for others

518


495


Owned loans serviced

124


127


Subserviced for others

10


9


Total commercial servicing

652


631


Total managed servicing portfolio

$

2,186


2,185


Total serviced for others

$

1,708


1,704


Ratio of MSRs to related loans serviced for others

0.98

%

0.88


Table 10.4 presents the components of mortgage banking noninterest income.

Table 10.4: Mortgage Banking Noninterest Income


Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Servicing income, net:

Servicing fees:

Contractually specified servicing fees

$

901


900


1,817


1,807


Late charges

42


44


86


92


Ancillary fees

47


59


87


109


Unreimbursed direct servicing costs (1)

(85

)

(121

)

(179

)

(244

)

Net servicing fees

905


882


1,811


1,764


Changes in fair value of MSRs carried at fair value:

Due to changes in valuation model inputs or assumptions (2)

(A)

345


(360

)

1,675


(186

)

Changes due to collection/realization of expected cash flows over time

(460

)

(487

)

(943

)

(948

)

Total changes in fair value of MSRs carried at fair value

(115

)

(847

)

732


(1,134

)

Amortization

(65

)

(66

)

(130

)

(133

)

Net derivative gains (losses) from economic hedges (3)

(B)

(319

)

431


(1,539

)

359


Total servicing income, net

406


400


874


856


Net gains on mortgage loan origination/sales activities

364


748


830


1,520


Total mortgage banking noninterest income

$

770


1,148


1,704


2,376


Market-related valuation changes to MSRs, net of hedge results (2)(3)

(A)+(B)

$

26


71


136


173


(1)

Includes costs associated with foreclosures, unreimbursed interest advances to investors, and other interest costs.

(2)

Refer to the analysis of changes in fair value MSRs presented in Table 10.1 in this Note for more detail.

(3)

Represents results from economic hedges used to hedge the risk of changes in fair value of MSRs. See Note 14 (Derivatives Not Designated as Hedging Instruments) for additional discussion and detail.



114

Note 10: Mortgage Banking Activities ( continued )


Table 10.5 summarizes the changes in our liability for mortgage loan repurchase losses. This liability is in "Accrued expenses and other liabilities" in our consolidated balance sheet and adjustments to the repurchase liability are recorded in net gains on mortgage loan origination/sales activities in "Mortgage banking" in our consolidated income statement.

Because of the uncertainty in the various estimates underlying the mortgage repurchase liability, there is a range of losses in excess of the recorded mortgage repurchase liability that is reasonably possible. The estimate of the range of possible loss for representations and warranties does not represent a probable

loss, and is based on currently available information, significant judgment, and a number of assumptions that are subject to change. The high end of this range of reasonably possible losses exceeded our recorded liability by $165 million at June 30, 2018 , and was determined based upon modifying the assumptions (particularly to assume significant changes in investor repurchase demand practices) used in our best estimate of probable loss to reflect what we believe to be the high end of reasonably possible adverse assumptions.

Table 10.5: Analysis of Changes in Liability for Mortgage Loan Repurchase Losses

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Balance, beginning of period

$

181


222


181


229


Provision for repurchase losses:

Loan sales

4


6


7


14


Change in estimate (1)

(2

)

(45

)

(1

)

(53

)

Net additions (reductions) to provision

2


(39

)

6


(39

)

Losses

(4

)

(5

)

(8

)

(12

)

Balance, end of period

$

179


178


179


178


(1)

Results from changes in investor demand and mortgage insurer practices, credit deterioration and changes in the financial stability of correspondent lenders.




115


Note 11:  Intangible Assets

Table 11.1 presents the gross carrying value of intangible assets and accumulated amortization.

Table 11.1: Intangible Assets

June 30, 2018

December 31, 2017

(in millions)

Gross

carrying

value


Accumulated

amortization


Net

carrying

value


Gross

carrying

value


Accumulated

amortization


Net

carrying

value


Amortized intangible assets (1):

MSRs (2)

$

3,989


(2,582

)

1,407


3,876


(2,452

)

1,424


Core deposit intangibles

12,834


(12,450

)

384


12,834


(12,065

)

769


Customer relationship and other intangibles

3,995


(3,302

)

693


3,994


(3,153

)

841


Total amortized intangible assets

$

20,818


(18,334

)

2,484


20,704


(17,670

)

3,034


Unamortized intangible assets:

MSRs (carried at fair value) (2)

$

15,411


13,625


Goodwill

26,429


26,587


Trademark

14


14


(1)

Excludes fully amortized intangible assets.

(2)

See Note 10 (Mortgage Banking Activities) for additional information on MSRs.


Table 11.2 provides the current year and estimated future amortization expense for amortized intangible assets. We based our projections of amortization expense shown below on existing

asset balances at June 30, 2018 . Future amortization expense may vary from these projections.

Table 11.2: Amortization Expense for Intangible Assets

(in millions)

Amortized MSRs


Core deposit

intangibles


Customer

relationship

and other

intangibles (1)


Total


Six months ended June 30, 2018 (actual)

$

130


385


149


664


Estimate for the remainder of 2018

$

133


384


150


667


Estimate for year ended December 31,

2019

238


-


117


355


2020

211


-


97


308


2021

183


-


82


265


2022

162


-


69


231


2023

134


-


59


193


(1)

The six months ended June 30, 2018 balance includes $4 million for lease intangible amortization.


116



Table 11.3 shows the allocation of goodwill to our reportable operating segments.

Table 11.3: Goodwill

(in millions)

Community

Banking


Wholesale

Banking


Wealth and Investment Management


Consolidated

Company


December 31, 2016

$

16,849


8,585


1,259



26,693


Reclassification of goodwill held for sale to Other Assets (1)

-


(96

)

-


(96

)

Reduction in goodwill related to divested businesses and other

-


(24

)

-


(24

)

June 30, 2017

$

16,849


8,465


1,259


26,573


December 31, 2017

$

16,849


8,455


1,283


26,587


Reclassification of goodwill held for sale to Other Assets (1)

(155

)

-


-


(155

)

Reduction in goodwill related to divested businesses and other

-


(3

)

-


(3

)

June 30, 2018

$

16,694


8,452


1,283


26,429


(1)

Goodwill classified as held-for-sale in other assets of $96 million for the six months ended June 30, 2017, relates to the sales agreement for Wells Fargo Insurance Services USA (and related businesses). Goodwill classified as held-for-sale in other assets of $155 million for the six months ended June 30, 2018, relates to the sales agreements for Reliable Financial Services, Inc. and the branch divestitures announced in June 2018.


We assess goodwill for impairment at a reporting unit level, which is one level below the operating segments. See Note 21 (Operating Segments) for further information on management reporting.



117


Note 12:  Guarantees, Pledged Assets and Collateral, and Other Commitments

Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of standby letters of credit, securities lending and other indemnifications, written put options, recourse obligations, and other types of arrangements. For complete

descriptions of our guarantees, see Note 14 (Guarantees, Pledged Assets and Collateral, and Other Commitments) to Financial Statements in our 2017 Form 10-K. Table 12.1 shows carrying value, maximum exposure to loss on our guarantees and the related non-investment grade amounts.

Table 12.1: Guarantees – Carrying Value and Maximum Exposure to Loss

Maximum exposure to loss

(in millions)

Carrying

value of obligation (asset)


Expires in

one year

or less


Expires after

one year

through

three years


Expires after

three years

through

five years


Expires

after five

years


Total


Non-

investment

grade


June 30, 2018

Standby letters of credit (1)

$

40


14,771


7,734


2,880


479


25,864


8,214


Securities lending and other indemnifications (2)

-


-


-


2


1,167


1,169


2


Written put options (3)

(310

)

13,702


11,721


3,712


744


29,879


17,950


Loans and MLHFS sold with recourse (4)

50


154


546


1,194


9,472


11,366


8,362


Factoring guarantees (5)

-


765


-


-


-


765


658


Other guarantees

-


3


-


2


3,523


3,528


4


Total guarantees

$

(220

)

29,395


20,001


7,790


15,385


72,571


35,190


December 31, 2017

Standby letters of credit (1)

$

39


15,357


7,908


3,068


645


26,978


8,773


Securities lending and other indemnifications (2)

-


-


-


2


809


811


2


Written put options (3)

(455

)

14,758


12,706


3,890


1,038


32,392


19,087


Loans and MLHFS sold with recourse (4)

51


165


533


934


9,385


11,017


8,155


Factoring guarantees (5)

-


747


-


-


-


747


668


Other guarantees

1


7


-


2


4,175


4,184


7


Total guarantees

$

(364

)

31,034


21,147


7,896


16,052


76,129


36,692


(1)

Total maximum exposure to loss includes direct pay letters of credit (DPLCs) of $7.5 billion and $8.1 billion at June 30, 2018 , and December 31, 2017 , respectively. We issue DPLCs to provide credit enhancements for certain bond issuances. Beneficiaries (bond trustees) may draw upon these instruments to make scheduled principal and interest payments, redeem all outstanding bonds because a default event has occurred, or for other reasons as permitted by the agreement. We also originate multipurpose lending commitments under which borrowers have the option to draw on the facility in one of several forms, including as a standby letter of credit. Total maximum exposure to loss includes the portion of these facilities for which we have issued standby letters of credit under the commitments.

(2)

Includes indemnifications provided to certain third-party clearing agents. Outstanding customer obligations under these arrangements were $116 million and $92 million with related collateral of $1.1 billion and $717 million at June 30, 2018 , and December 31, 2017 , respectively. Estimated maximum exposure to loss was $1.2 billion at June 30, 2018 and $809 million at December 31, 2017 .

(3)

Written put options, which are in the form of derivatives, are also included in the derivative disclosures in Note 14 (Derivatives). Carrying value net asset position is a result of certain deferred premium option trades.

(4)

Represent recourse provided, predominantly to the GSEs, on loans sold under various programs and arrangements. Under these arrangements, we repurchased $1 million of loans associated with these agreements in both the second quarter and first half of 2018 , and $1 million and $2 million in the same periods of 2017 , respectively.

(5)

Consists of guarantees made under certain factoring arrangements to purchase trade receivables from third parties, generally upon their request, if receivable debtors default on their payment obligations.


"Maximum exposure to loss" and "Non-investment grade" are required disclosures under GAAP. Non-investment grade represents those guarantees on which we have a higher risk of being required to perform under the terms of the guarantee. If the underlying assets under the guarantee are non-investment grade (that is, an external rating that is below investment grade or an internal credit default grade that is equivalent to a below investment grade external rating), we consider the risk of performance to be high. Internal credit default grades are determined based upon the same credit policies that we use to evaluate the risk of payment or performance when making loans and other extensions of credit. Credit quality indicators we usually consider in evaluating risk of payments or performance are described in Note 6 (Loans and Allowance for Credit Losses).

Maximum exposure to loss represents the estimated loss that would be incurred under an assumed hypothetical circumstance, despite what we believe is a remote possibility, where the value of our interests and any associated collateral declines to zero. Maximum exposure to loss estimates in Table 12.1 do not reflect economic hedges or collateral we could use to offset or recover losses we may incur under our guarantee agreements. Accordingly, this required disclosure is not an indication of expected loss. We believe the carrying value, which is either fair value for derivative-related products or the allowance for lending-related commitments, is more representative of our exposure to loss than maximum exposure to loss.



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Note 12: Guarantees, Pledged Assets and Collateral, and Other Commitments ( continued )


Pledged Assets

As part of our liquidity management strategy, we pledge various assets to secure trust and public deposits, borrowings and letters of credit from the FHLB and FRB, securities sold under agreements to repurchase (repurchase agreements), securities lending arrangements, and for other purposes as required or permitted by law or insurance statutory requirements. The types of collateral we pledge include securities issued by federal agencies, GSEs, domestic and foreign companies and various commercial and consumer loans. Table 12.2 provides the total carrying amount of pledged assets by asset type and pledged off-

balance sheet securities for securities financings. The table excludes pledged consolidated VIE assets of $13.0 billion and $13.6 billion at June 30, 2018 , and December 31, 2017 , respectively, which can only be used to settle the liabilities of those entities. The table also excludes $648 million and $675 million in assets pledged in transactions with VIE's accounted for as secured borrowings at June 30, 2018 , and December 31, 2017 , respectively. See Note 9 (Securitizations and Variable Interest Entities) for additional information on consolidated VIE assets and secured borrowings.

Table 12.2: Pledged Assets

(in millions)

Jun 30,
2018


Dec 31,
2017


Held for trading:

       Debt securities

$

95,400


96,993


       Equity securities

10,895


12,161


       Total pledged assets held for trading (1)

106,295


109,154


Not held for trading:

       Debt securities and other (2)

59,528


73,592


       Mortgage loans held for sale and loans (3)

459,985


469,554


    Total pledged assets not held for trading

519,513


543,146


    Total pledged assets

$

625,808


652,300


(1)

Consists of pledged assets held for trading of $44.5 billion and $41.9 billion at June 30, 2018 , and December 31, 2017 , respectively and off-balance sheet securities of $61.8 billion and $67.3 billion as of the same dates, respectively, that are pledged as collateral for repurchase agreements and other securities financings. Total pledged assets held for trading includes $106.3 billion and $109.0 billion at June 30, 2018 , and December 31, 2017 , respectively that permit the secured parties to sell or repledge the collateral.

(2)

Includes carrying value of $4.3 billion and $5.0 billion (fair value of $4.1 billion and $ 5.0 billion ) in collateral for repurchase agreements at June 30, 2018 , and December 31, 2017 , respectively, which are pledged under agreements that do not permit the secured parties to sell or repledge the collateral. Also includes $49 million and $64 million in collateral pledged under repurchase agreements at June 30, 2018 , and December 31, 2017 , respectively, that permit the secured parties to sell or repledge the collateral. Substantially all other pledged securities are pursuant to agreements that do not permit the secured party to sell or repledge the collateral.

(3)

Includes mortgage loans held for sale of $1.7 billion and $2.6 billion at June 30, 2018 , and December 31, 2017 , respectively. Substantially all of the total mortgage loans held for sale and loans are pledged under agreements that do not permit the secured parties to sell or repledge the collateral. Amounts exclude $812 million and $2.2 billion at June 30, 2018 , and December 31, 2017 , respectively, of pledged loans recorded on our balance sheet representing certain delinquent loans that are eligible for repurchase from GNMA loan securitizations.


Securities Financing Activities

We enter into resale and repurchase agreements and securities borrowing and lending agreements (collectively, "securities financing activities") typically to finance trading positions (including securities and derivatives), acquire securities to cover short trading positions, accommodate customers' financing needs, and settle other securities obligations. These activities are conducted through our broker-dealer subsidiaries and to a lesser extent through other bank entities. Most of our securities financing activities involve high quality, liquid securities such as U.S. Treasury securities and government agency securities, and to a lesser extent, less liquid securities, including equity securities, corporate bonds and asset-backed securities. We account for these transactions as collateralized financings in which we typically receive or pledge securities as collateral. We believe these financing transactions generally do not have material credit risk given the collateral provided and the related monitoring processes.


OFFSETTING OF RESALE AND REPURCHASE AGREEMENTS AND SECURITIES BORROWING AND LENDING AGREEMENTS Table 12.3 presents resale and repurchase agreements subject to master repurchase agreements (MRA) and securities borrowing and lending agreements subject to master securities lending agreements (MSLA). We account for transactions subject to these agreements as collateralized financings, and those with a single counterparty are presented net on our balance sheet, provided certain criteria are met that permit balance sheet netting. Most transactions subject to these agreements do not meet those criteria and thus are not eligible for balance sheet netting.

Collateral we pledged consists of non-cash instruments, such as securities or loans, and is not netted on the balance sheet against the related liability. Collateral we received includes securities or loans and is not recognized on our balance sheet. Collateral pledged or received may be increased or decreased over time to maintain certain contractual thresholds as the assets underlying each arrangement fluctuate in value. Generally, these agreements require collateral to exceed the asset or liability recognized on the balance sheet. The following table includes the amount of collateral pledged or received related to exposures subject to enforceable MRAs or MSLAs. While these agreements are typically over-collateralized, U.S. GAAP requires disclosure in this table to limit the reported amount of such collateral to the amount of the related recognized asset or liability for each counterparty.


119


In addition to the amounts included in Table 12.3 , we also have balance sheet netting related to derivatives that is disclosed in Note 14 (Derivatives).

Table 12.3: Offsetting – Resale and Repurchase Agreements

(in millions)

Jun 30,
2018


Dec 31,
2017


Assets:

Resale and securities borrowing agreements

Gross amounts recognized

$

116,937


121,135


Gross amounts offset in consolidated balance sheet (1)

(18,892

)

(23,188

)

Net amounts in consolidated balance sheet (2)

98,045


97,947


Collateral not recognized in consolidated balance sheet (3)

(97,207

)

(96,829

)

Net amount (4)

$

838


1,118


Liabilities:

Repurchase and securities lending agreements

Gross amounts recognized (5)

$

107,391


111,488


Gross amounts offset in consolidated balance sheet (1)

(18,892

)

(23,188

)

Net amounts in consolidated balance sheet (6)

88,499


88,300


Collateral pledged but not netted in consolidated balance sheet (7)

(88,224

)

(87,918

)

Net amount (8)

$

275


382


(1)

Represents recognized amount of resale and repurchase agreements with counterparties subject to enforceable MRAs that have been offset in the consolidated balance sheet.

(2)

At June 30, 2018 , and December 31, 2017 , includes $80.0 billion and $78.9 billion , respectively, classified on our consolidated balance sheet in federal funds sold and securities purchased under resale agreements. Balance also includes securities purchased under long-term resale agreements (generally one year or more) classified in loans, which totaled $18.0 billion and $19.0 billion , at June 30, 2018 , and December 31, 2017 , respectively.

(3)

Represents the fair value of collateral we have received under enforceable MRAs or MSLAs, limited for table presentation purposes to the amount of the recognized asset due from each counterparty. At June 30, 2018 , and December 31, 2017 , we have received total collateral with a fair value of $126.4 billion and $130.8 billion , respectively, all of which, we have the right to sell or repledge. These amounts include securities we have sold or repledged to others with a fair value of $63.5 billion at June 30, 2018 , and $66.3 billion at December 31, 2017 .

(4)

Represents the amount of our exposure that is not collateralized and/or is not subject to an enforceable MRA or MSLA.

(5)

For additional information on underlying collateral and contractual maturities, see the "Repurchase and Securities Lending Agreements" section in this Note.

(6)

Amount is classified in short-term borrowings on our consolidated balance sheet.

(7)

Represents the fair value of collateral we have pledged, related to enforceable MRAs or MSLAs, limited for table presentation purposes to the amount of the recognized liability owed to each counterparty. At June 30, 2018 , and December 31, 2017 , we have pledged total collateral with a fair value of $109.6 billion and $113.6 billion , respectively, of which, the counterparty does not have the right to sell or repledge $4.3 billion as of June 30, 2018 and $5.2 billion as of December 31, 2017 .

(8)

Represents the amount of our obligation that is not covered by pledged collateral and/or is not subject to an enforceable MRA or MSLA.

REPURCHASE AND SECURITIES LENDING AGREEMENTS Securities sold under repurchase agreements and securities lending arrangements are effectively short-term collateralized borrowings. In these transactions, we receive cash in exchange for transferring securities as collateral and recognize an obligation to reacquire the securities for cash at the transaction's maturity. These types of transactions create risks, including (1) the counterparty may fail to return the securities at maturity, (2) the fair value of the securities transferred may decline below the amount of our obligation to reacquire the securities, and therefore create an obligation for us to pledge additional amounts, and (3) the counterparty may accelerate the maturity on demand, requiring us to reacquire the security prior to contractual maturity. We attempt to mitigate these risks by the fact that most of our securities financing activities involve highly liquid securities, we underwrite and monitor the financial strength of our counterparties, we monitor the fair value of collateral pledged relative to contractually required repurchase amounts, and we monitor that our collateral is properly returned through the clearing and settlement process in advance of our cash repayment. Table 12.4 provides the underlying collateral types of our gross obligations under repurchase and securities lending agreements.


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Note 12: Guarantees, Pledged Assets and Collateral, and Other Commitments ( continued )


Table 12.4: Underlying Collateral Types of Gross Obligations

(in millions)

Jun 30,
2018


Dec 31,
2017


Repurchase agreements:

Securities of U.S. Treasury and federal agencies

$

51,517


51,144


Securities of U.S. States and political subdivisions

109


92


Federal agency mortgage-backed securities

35,920


35,386


Non-agency mortgage-backed securities

1,533


1,324


Corporate debt securities

5,141


7,152


Asset-backed securities

2,033


2,034


Equity securities

1,370


838


Other

33


1,783


Total repurchases

97,656


99,753


Securities lending:

Securities of U.S. Treasury and federal agencies

230


186


Federal agency mortgage-backed securities

1


-


Corporate debt securities

424


619


Equity securities (1)

9,080


10,930


Total securities lending

9,735


11,735


Total repurchases and securities lending

$

107,391


111,488


(1)

Equity securities are generally exchange traded and either re-hypothecated under margin lending agreements or obtained through contemporaneous securities borrowing transactions with other counterparties.


Table 12.5 provides the contractual maturities of our gross obligations under repurchase and securities lending agreements.

Table 12.5: Contractual Maturities of Gross Obligations

(in millions)

Overnight/continuous


Up to 30 days


30-90 days


>90 days


Total gross obligation


June 30, 2018

Repurchase agreements

$

85,284


4,199


2,910


5,263


97,656


Securities lending

9,220


221


294


-


9,735


Total repurchases and securities lending (1)

$

94,504


4,420


3,204


5,263


107,391


December 31, 2017

Repurchase agreements

$

83,780


7,922


3,286


4,765


99,753


Securities lending

9,634


584


1,363


154


11,735


Total repurchases and securities lending (1)

$

93,414


8,506


4,649


4,919


111,488


(1)

Securities lending is executed under agreements that allow either party to terminate the transaction without notice, while repurchase agreements have a term structure to them that technically matures at a point in time. The overnight/continuous repurchase agreements require election of both parties to roll the trade rather than the election to terminate the arrangement as in securities lending.

OTHER COMMITMENTS To meet the financing needs of our customers, we may enter into commitments to purchase debt and equity securities to provide capital for their funding, liquidity or other future needs. As of June 30, 2018 , and December 31, 2017 , we had commitments to purchase debt securities of $401 million and $194 million , respectively, and commitments to purchase equity securities of $2.2 billion at both dates.

As part of maintaining our memberships in certain clearing organizations, we are required to stand ready to provide liquidity meant to sustain market clearing activity in the event unforeseen events occur or are deemed likely to occur. This includes commitments we have entered into to purchase securities under resale agreements from a central clearing organization that, at its option, require us to provide funding under such agreements. We do not have any outstanding amounts funded, and the amount of our unfunded contractual commitment was $13.2 billion and $2.8 billion as of June 30, 2018 , and December 31, 2017 , respectively.

The Parent will fully and unconditionally guarantee securities that its 100% owned finance subsidiary, Wells Fargo Finance LLC, may issue.




121


Note 13:  Legal Actions

Wells Fargo and certain of our subsidiaries are involved in a number of judicial, regulatory, arbitration, and other proceedings concerning matters arising from the conduct of our business activities, and many of those proceedings expose Wells Fargo to potential financial loss. These proceedings include actions brought against Wells Fargo and/or our subsidiaries with respect to corporate-related matters and transactions in which Wells Fargo and/or our subsidiaries were involved. In addition, Wells Fargo and our subsidiaries may be requested to provide information or otherwise cooperate with government authorities in the conduct of investigations of other persons or industry groups.

Although there can be no assurance as to the ultimate outcome, Wells Fargo and/or our subsidiaries have generally denied, or believe we have a meritorious defense and will deny, liability in all significant legal actions pending against us, including the matters described below, and we intend to defend vigorously each case, other than matters we describe as having settled. We establish accruals for legal actions when potential losses associated with the actions become probable and the costs can be reasonably estimated. For such accruals, we record the amount we consider to be the best estimate within a range of potential losses that are both probable and estimable; however, if we cannot determine a best estimate, then we record the low end of the range of those potential losses. The actual costs of resolving legal actions may be substantially higher or lower than the amounts accrued for those actions.

ATM ACCESS FEE LITIGATION In October 2011, plaintiffs filed a putative class action, Mackmin, et al. v. Visa, Inc. et al. , against Wells Fargo & Company, Wells Fargo Bank, N.A., Visa, MasterCard, and several other banks in the United States District Court for the District of Columbia. Plaintiffs allege that the Visa and MasterCard requirement that if an ATM operator charges an access fee on Visa and MasterCard transactions, then that fee cannot be greater than the access fee charged for transactions on other networks violates antitrust rules. Plaintiffs seek treble damages, restitution, injunctive relief, and attorneys' fees where available under federal and state law. Two other antitrust cases that make similar allegations were filed in the same court, but these cases did not name Wells Fargo as a defendant. On February 13, 2013, the district court granted defendants' motions to dismiss the three actions. Plaintiffs appealed the dismissals and, on August 4, 2015, the United States Court of Appeals for the District of Columbia Circuit vacated the district court's decisions and remanded the three cases to the district court for further proceedings. On June 28, 2016, the United States Supreme Court granted defendants' petitions for writ of certiorari to review the decisions of the United States Court of Appeals for the District of Columbia. On November 17, 2016, the United States Supreme Court dismissed the petitions as improvidently granted, and the three cases returned to the district court for further proceedings.

AUTOMOBILE LENDING MATTERS On April 20, 2018, the Company entered into consent orders with the Office of the Comptroller of the Currency (OCC) and the Consumer Financial Protection Bureau (CFPB) to resolve, among other things, investigations by the agencies into the Company's compliance risk management program and its past practices involving certain automobile collateral protection insurance (CPI) policies and, as discussed below, certain mortgage interest rate lock extensions.

The consent orders require remediation to customers and the payment of a total of $1 billion in civil money penalties to the agencies. In July 2017, the Company announced a plan to remediate customers who may have been financially harmed due to issues related to automobile CPI policies purchased through a third-party vendor on their behalf. Multiple putative class action cases alleging, among other things, unfair and deceptive practices relating to these CPI policies, have been filed against the Company and consolidated into one multi-district litigation in the United States District Court for the Central District of California. A putative class of shareholders also filed a securities fraud class action against the Company and its executive officers alleging material misstatements and omissions of CPI-related information in the Company's public disclosures. Former team members have also alleged retaliation for raising concerns regarding automobile lending practices. In addition, the Company has identified certain issues related to the unused portion of guaranteed automobile protection (GAP) waiver or insurance agreements between the dealer and, by assignment, the lender, which will result in refunds to customers in certain states. Allegations related to the CPI and GAP programs are among the subjects of shareholder derivative lawsuits pending in federal and state court in California. These and other issues related to the origination, servicing, and/or collection of consumer automobile loans, including related insurance products, have also subjected the Company to formal or informal inquiries, investigations, or examinations from federal and state government agencies, including a multi-state attorneys general group that is conducting an investigation into CPI and GAP. The Company anticipates it may continue to identify and remediate issues related to historical practices concerning the origination, servicing, and/or collection of consumer automobile loans.

CONSUMER DEPOSIT ACCOUNT RELATED REGULATORY INVESTIGATION The CFPB is conducting an investigation into whether customers were unduly harmed by the Company's procedures regarding the freezing (and, in many cases, closing) of consumer deposit accounts after the Company detected suspected fraudulent activity (by third parties or account holders) that affected those accounts. A former team member has brought a state court action alleging retaliation for raising concerns about these procedures.

FIDUCIARY AND CUSTODY ACCOUNT FEE CALCULATIONS Federal government agencies are conducting formal or informal inquiries, investigations, or examinations regarding fee calculations within certain fiduciary and custody accounts in the Company's investment and fiduciary services business, which is part of the wealth management business within WIM. The Company has determined that there have been instances of incorrect fees being applied to certain assets and accounts, resulting in both overcharges and undercharges to customers.

FOREIGN EXCHANGE BUSINESS Federal government agencies, including the United States Department of Justice, are investigating or examining certain activities in the Company's foreign exchange business. The Company has accrued amounts to remediate customers that may have received pricing inconsistent with commitments made to those customers, and to rebate customers where historic pricing, while consistent with contracts entered into with those customers, does not conform to recently implemented standards and pricing.


122

Note 13: Legal Actions ( continued )


INADVERTENT CLIENT INFORMATION DISCLOSURE In July 2017, the Company inadvertently provided certain client information in response to a third-party subpoena issued in a civil litigation. The Company obtained permanent injunctions in New Jersey and New York state courts requiring the electronic data that contained the client information and all copies to be delivered to the New Jersey state court and the Company for safekeeping. The court has now returned the data to counsel for the Company. The Company has made voluntary self-disclosures to various state and federal regulatory agencies. Notifications have been sent to clients whose personal identifying data was contained in the inadvertent production.

INTERCHANGE LITIGATION Plaintiffs representing a putative class of merchants have filed putative class actions, and individual merchants have filed individual actions, against Wells Fargo Bank, N.A., Wells Fargo & Company, Wachovia Bank, N.A. and Wachovia Corporation regarding the interchange fees associated with Visa and MasterCard payment card transactions. Visa, MasterCard, and several other banks and bank holding companies are also named as defendants in these actions. These actions have been consolidated in the United States District Court for the Eastern District of New York. The amended and consolidated complaint asserts claims against defendants based on alleged violations of federal and state antitrust laws and seeks damages, as well as injunctive relief. Plaintiff merchants allege that Visa, MasterCard, and payment card issuing banks unlawfully colluded to set interchange rates. Plaintiffs also allege that enforcement of certain Visa and MasterCard rules and alleged tying and bundling of services offered to merchants are anticompetitive. Wells Fargo and Wachovia, along with other defendants and entities, are parties to Loss and Judgment Sharing Agreements, which provide that they, along with other entities, will share, based on a formula, in any losses from the Interchange Litigation. On July 13, 2012, Visa, MasterCard, and the financial institution defendants, including Wells Fargo, signed a memorandum of understanding with plaintiff merchants to resolve the consolidated class action and reached a separate settlement in principle of the consolidated individual actions. The settlement payments to be made by all defendants in the consolidated class and individual actions totaled approximately $6.6 billion before reductions applicable to certain merchants opting out of the settlement. The class settlement also provided for the distribution to class merchants of 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months. The district court granted final approval of the settlement, which was appealed to the United States Court of Appeals for the Second Circuit by settlement objector merchants. Other merchants opted out of the settlement and are pursuing several individual actions. On June 30, 2016, the Second Circuit vacated the settlement agreement and reversed and remanded the consolidated action to the United States District Court for the Eastern District of New York for further proceedings. On November 23, 2016, prior class counsel filed a petition to the United States Supreme Court, seeking review of the reversal of the settlement by the Second Circuit, and the Supreme Court denied the petition on March 27, 2017. On November 30, 2016, the district court appointed lead class counsel for a damages class and an equitable relief class. An agreement in principle has been reached on certain primary terms to resolve the money damages claims of the class action. The agreement in principle is subject to further negotiation of remaining terms, full documentation, and court approval. Several of the opt-out litigations were settled during the pendency of the Second Circuit appeal while others remain pending. Discovery is

proceeding in the opt-out litigations and the remanded class cases.

LOW INCOME HOUSING TAX CREDITS Federal government agencies have undertaken formal or informal inquiries or investigations regarding the manner in which the Company purchased, and negotiated the purchase of, certain federal low income housing tax credits in connection with the financing of low income housing developments.

MORTGAGE BANKRUPTCY LOAN MODIFICATION LITIGATION Plaintiffs, representing a putative class of mortgage borrowers who were debtors in Chapter 13 bankruptcy cases, filed a putative class action, Cotton, et al. v. Wells Fargo, et al. , against Wells Fargo & Company and Wells Fargo Bank, N.A. in the United States Bankruptcy Court for the Western District of North Carolina on June 7, 2017. Plaintiffs allege that Wells Fargo improperly and unilaterally modified the mortgages of borrowers who were debtors in Chapter 13 bankruptcy cases. Plaintiffs allege that Wells Fargo implemented these modifications by improperly filing mortgage payment change notices in Chapter 13 bankruptcy cases, in violation of bankruptcy rules and process. The amended complaint asserts claims based on, among other things, alleged fraud, violations of bankruptcy rules and laws, and unfair and deceptive trade practices. The amended complaint seeks monetary damages, attorneys' fees, and declaratory and injunctive relief.

MORTGAGE INTEREST RATE LOCK RELATED REGULATORY INVESTIGATION On April 20, 2018, the Company entered into consent orders with the OCC and CFPB to resolve, among other things, investigations by the agencies into the Company's compliance risk management program and its past practices involving certain automobile CPI policies and certain mortgage interest rate lock extensions. The consent orders require remediation to customers and the payment of a total of $1 billion in civil money penalties to the agencies. On October 4, 2017, the Company announced plans to reach out to all home lending customers who paid fees for mortgage rate lock extensions requested from September 16, 2013, through February 28, 2017, and to provide refunds, with interest, to customers who believe they should not have paid those fees. The Company was named in a putative class action, filed in the United States District Court for the Northern District of California, alleging violations of federal and state consumer fraud statutes relating to mortgage rate lock extension fees. The Company filed a motion to dismiss and the court granted the motion. Subsequently, a putative class action was filed in the United States District Court for the District of Oregon, raising similar allegations. In addition, former team members have asserted claims, including in pending litigation, that they were terminated for raising concerns regarding mortgage interest rate lock extension practices. Allegations related to mortgage interest rate lock extension fees are also among the subjects of two shareholder derivative lawsuits filed in California state court. This matter has also subjected the Company to formal or informal inquiries, investigations or examinations from other federal and state government agencies, including a multi-state attorneys general group.

MORTGAGE-RELATED REGULATORY INVESTIGATIONS  Federal and state government agencies, including the United States Department of Justice (Department of Justice), have been investigating or examining certain mortgage-related activities of Wells Fargo and predecessor institutions. Wells Fargo, for itself and for predecessor institutions, has responded, and continues to re


123


spond, to requests from these agencies seeking information regarding the origination, underwriting, and securitization of residential mortgages, including sub-prime mortgages. These agencies have advanced theories of purported liability with respect to certain of these activities. An agreement, pursuant to which the Company will pay $2.09 billion , has been reached to resolve the Department of Justice investigation, which related to certain 2005-2007 residential mortgage-backed securities activities. The amount was fully accrued as of June 30, 2018. Other financial institutions have entered into similar settlements with these agencies, the nature of which related to the specific activities of those financial institutions, including the imposition of significant financial penalties and remedial actions.

OFAC RELATED INVESTIGATION The Company has self-identified an issue whereby certain foreign banks utilized a Wells Fargo software-based solution to conduct import/export trade-related financing transactions with countries and entities prohibited by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury. We do not believe any funds related to these transactions flowed through accounts at Wells Fargo as a result of the aforementioned conduct. The Company has made voluntary self-disclosures to OFAC and is cooperating with an inquiry from the Department of Justice.

ORDER OF POSTING LITIGATION  Plaintiffs filed a series of putative class actions against Wachovia Bank, N.A. and Wells Fargo Bank, N.A., as well as many other banks, challenging the "high to low" order in which the banks post debit card transactions to consumer deposit accounts. Most of these actions were consolidated in multi-district litigation proceedings (MDL proceedings) in the United States District Court for the Southern District of Florida. The court in the MDL proceedings has certified a class of putative plaintiffs, and Wells Fargo moved to compel arbitration of the claims of unnamed class members. The court denied the motions to compel arbitration in October 2016, and Wells Fargo appealed this decision to the United States Court of Appeals for the Eleventh Circuit. In May 2018, the Eleventh Circuit ruled in Wells Fargo's favor and found that Wells Fargo had not waived its arbitration rights and remanded the case to the District Court for further proceedings. Plaintiffs have filed a petition for rehearing to the Eleventh Circuit.

RMBS TRUSTEE LITIGATION In November 2014, a group of institutional investors (Institutional Investor Plaintiffs), including funds affiliated with BlackRock, Inc., filed a putative class action in the United States District Court for the Southern District of New York against Wells Fargo Bank, N.A., alleging claims against the Company in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts (Federal Court Complaint). Similar complaints have been filed against other trustees in various courts, including in the Southern District of New York, in New York state court, and in other states, by RMBS investors. The Federal Court Complaint alleges that Wells Fargo Bank, N.A., as trustee, caused losses to investors and asserts causes of action based upon, among other things, the trustee's alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. Plaintiffs seek money damages in an unspecified amount, reimbursement of expenses, and equitable relief. In December 2014 and December 2015, certain other investors filed four complaints alleging similar claims against Wells Fargo Bank, N.A. in the Southern District of New York

(Related Federal Cases), and the various cases pending against Wells Fargo are proceeding before the same judge. On January 19, 2016, the Southern District of New York entered an order in connection with the Federal Court Complaint dismissing claims related to certain of the trusts at issue (Dismissed Trusts). The Company's motion to dismiss the Federal Court Complaint and the complaints for the Related Federal Cases was granted in part and denied in part in March 2017. In May 2017, the Company filed third-party complaints against certain investment advisors affiliated with the Institutional Investor Plaintiffs seeking contribution with respect to claims alleged in the Federal Court Complaint. The investment advisors have moved to dismiss those complaints. On April 17, 2018, the Southern District of New York denied class certification in the Related Federal Case brought by Royal Park Investments SA/NV (Royal Park).

A complaint raising similar allegations to the Federal Court Complaint was filed in May 2016 in New York state court by a different plaintiff investor. In December 2016, the Institutional Investor Plaintiffs filed a new putative class action complaint in New York state court in respect of 261 RMBS trusts, including the Dismissed Trusts, for which Wells Fargo Bank, N.A. serves or served as trustee (State Court Action). The Company has moved to dismiss the State Court Action.

In July 2017, certain of the plaintiffs from the State Court Action filed a civil complaint relating to Wells Fargo Bank, N.A.'s setting aside reserves for legal fees and expenses in connection with the liquidation of eleven RMBS trusts at issue in the State Court Action. The complaint seeks, among other relief, declarations that Wells Fargo Bank, N.A. is not entitled to indemnification, the advancement of funds, or the taking of reserves from trust funds for legal fees and expenses it incurs in defending the claims in the State Court Action. In November 2017, the Company's motion to dismiss the complaint was granted. Plaintiffs filed a notice of appeal in January 2018. In September 2017, Royal Park filed a similar complaint in the Southern District of New York seeking declaratory and injunctive relief and money damages on an individual and class action basis.

SALES PRACTICES MATTERS Federal, state, and local government agencies, including the Department of Justice, the United States Securities and Exchange Commission and the United States Department of Labor, and state attorneys general, including the New York Attorney General, and prosecutors' offices, as well as Congressional committees, have undertaken formal or informal inquiries, investigations or examinations arising out of certain sales practices of the Company that were the subject of settlements with the CFPB, the OCC and the Office of the Los Angeles City Attorney announced by the Company on September 8, 2016. These matters are at varying stages. The Company has responded, and continues to respond, to requests from a number of the foregoing and has discussed the resolution of some of the matters, including with a multi-state attorneys general group.

In addition, a number of lawsuits have also been filed by non-governmental parties seeking damages or other remedies related to these sales practices. First, various class plaintiffs purporting to represent consumers who allege that they received products or services without their authorization or consent have brought separate putative class actions against the Company in the United States District Court for the Northern District of California and various other jurisdictions. In April 2017, the Company entered into a settlement agreement in the first-filed action, Jabbari v. Wells Fargo Bank, N.A ., to resolve claims regarding certain products or services provided without


124

Note 13: Legal Actions ( continued )


authorization or consent for the time period May 1, 2002 to April 20, 2017. Pursuant to the settlement, the Company will pay $142 million for remediation, attorneys' fees, and settlement fund claims administration. In the unlikely event that the $142 million settlement total is not enough to provide remediation, pay attorneys' fees, pay settlement fund claims administration costs, and have at least $25 million left over to distribute to all class members, the Company will contribute additional funds to the settlement. In addition, in the unlikely event that the number of unauthorized accounts identified by settlement class members in the claims process and not disputed by the claims administrator exceeds plaintiffs' 3.5 million account estimate, the Company will proportionately increase the $25 million reserve so that the ratio of reserve to unauthorized accounts is no less than what was implied by plaintiffs' estimate at the time of the district court's preliminary approval of the settlement in July 2017. The district court issued an order granting final approval of the settlement on June 14, 2018. Second, Wells Fargo shareholders are pursuing a consolidated securities fraud class action in the United States District Court for the Northern District of California alleging certain misstatements and omissions in the Company's disclosures related to sales practices matters. The Company has entered into a settlement agreement to resolve this matter pursuant to which the Company will pay $480 million . The amount was fully accrued as of March 31, 2018. Plaintiffs have filed a motion for preliminary approval of the settlement by the court. Third, Wells Fargo shareholders have brought numerous shareholder derivative lawsuits asserting breach of fiduciary duty claims, among others, against current and former directors and officers for their alleged failure to detect and prevent sales practices issues. These actions have been filed or transferred to the United States District Court for the Northern District of California and California state court for coordinated proceedings. An additional lawsuit asserting similar claims in Delaware state court has been stayed. Fourth, multiple employment litigation matters have been brought against Wells Fargo, including an Employee Retirement Income Security Act (ERISA) class action in the United States District Court for the District of Minnesota on behalf of 401(k) plan participants that has now been dismissed; a class action pending in the United States District Court for the Northern District of California on behalf of team members who allege that they protested sales practice misconduct and/or were terminated for not meeting sales goals; various wage and hour class actions brought in federal and state court in California, New Jersey, and Pennsylvania on behalf of non-exempt branch based team members alleging that sales pressure resulted in uncompensated overtime; and multiple single plaintiff Sarbanes-Oxley Act complaints and state law whistleblower actions filed with the United States Department of Labor or in various state courts alleging adverse employment actions for raising sales practice misconduct issues.

SEMINOLE TRIBE TRUSTEE LITIGATION The Seminole Tribe of Florida filed a complaint in Florida state court alleging that Wells Fargo, as trustee, charged excess fees in connection with the administration of a minor's trust and failed to invest the assets of the trust prudently. The complaint was later amended to include three individual current and former beneficiaries as plaintiffs and to remove the Tribe as a party to the case. In December 2016, the Company filed a motion to dismiss the amended complaint on the grounds that the Tribe is a necessary party and that the individual beneficiaries lack standing to bring claims. The motion was denied in June 2018.

WHOLESALE BANKING CONSENT ORDER INVESTIGATION On November 19, 2015, the Company entered into a consent order with the OCC, pursuant to which the Wholesale Banking group was required to implement customer due diligence standards that include collection of current beneficial ownership information for certain business customers. The Company is responding to recent inquiries from various federal government agencies regarding potentially inappropriate conduct in connection with the collection of beneficial ownership information.

OUTLOOK As described above, the Company establishes accruals for legal actions when potential losses associated with the actions become probable and the costs can be reasonably estimated. The high end of the range of reasonably possible potential losses in excess of the Company's accrual for probable and estimable losses was approximately $2.2 billion as of June 30, 2018 . The outcomes of legal actions are unpredictable and subject to significant uncertainties, and it is inherently difficult to determine whether any loss is probable or even possible. It is also inherently difficult to estimate the amount of any loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Accordingly, actual losses may be in excess of the established accrual or the range of reasonably possible loss. Wells Fargo is unable to determine whether the ultimate resolution of the sales practices matters will have a material adverse effect on its consolidated financial condition. Based on information currently available, advice of counsel, available insurance coverage, and established reserves, Wells Fargo believes that the eventual outcome of other actions against Wells Fargo and/or its subsidiaries will not, individually or in the aggregate, have a material adverse effect on Wells Fargo's consolidated financial condition. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to Wells Fargo's results of operations for any particular period.



125


Note 14:  Derivatives

We use derivatives to manage exposure to market risk, including interest rate risk, credit risk and foreign currency risk, and to assist customers with their risk management objectives. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship (fair value or cash flow hedge). Our remaining derivatives consist of economic hedges that do not qualify for hedge accounting and derivatives held for customer accommodation trading, or other purposes. For more information on our derivative activities, see Note 16 (Derivatives) to Financial Statements in our 2017 Form 10-K.

Table 14.1 presents the total notional or contractual amounts and fair values for our derivatives. Derivative transactions can be measured in terms of the notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged but is used only as the basis on which interest and other payments are determined.

Table 14.1: Notional or Contractual Amounts and Fair Values of Derivatives

June 30, 2018

December 31, 2017

Notional or

contractual

amount


Fair value


Notional or

contractual

amount


Fair value


(in millions)

Derivative

assets


Derivative

liabilities


Derivative
assets


Derivative
liabilities


Derivatives designated as hedging instruments

Interest rate contracts (1)

$

168,949


2,418


627


209,677


2,492


1,092


Foreign exchange contracts (1)

31,256


730


1,301


34,135


1,482


1,137


Total derivatives designated as qualifying hedging instruments

3,148


1,928


3,974


2,229


Derivatives not designated as hedging instruments

Economic hedges:

Interest rate contracts (2)

195,129


236


295


220,558


159


201


Equity contracts

14,214


924


143


12,315


716


138


Foreign exchange contracts

16,083


341


105


15,976


78


309


Credit contracts – protection purchased

102


23


-


111


37


-


Subtotal

1,524


543


990


648


Customer accommodation trading and

other derivatives:

Interest rate contracts

7,862,120


13,994


15,062


6,434,673


14,979


14,179


Commodity contracts

74,842


3,613


1,707


62,530


2,354


1,335


Equity contracts

211,817


6,144


7,570


213,750


6,291


8,363


Foreign exchange contracts

356,406


6,828


6,057


362,896


7,413


7,122


Credit contracts – protection sold

8,938


77


152


9,021


147


214


Credit contracts – protection purchased

17,281


150


114


17,406


207


208


Subtotal

30,806


30,662


31,391


31,421


Total derivatives not designated as hedging instruments

32,330


31,205


32,381


32,069


Total derivatives before netting

35,478


33,133


36,355


34,298


Netting (3)

(24,379

)

(24,626

)

(24,127

)

(25,502

)

Total

$

11,099


8,507


12,228


8,796


(1)

Notional amounts presented exclude $0 million and $500 million of interest rate contracts at June 30, 2018 , and December 31, 2017 , respectively, for certain derivatives that are combined for designation as a hedge on a single instrument. The notional amount for foreign exchange contracts at June 30, 2018 , and December 31, 2017 , excludes $11.4 billion and $13.5 billion , respectively, for certain derivatives that are combined for designation as a hedge on a single instrument.

(2)

Includes economic hedge derivatives used to hedge the risk of changes in the fair value of residential MSRs, MLHFS, loans, derivative loan commitments and other interests held.

(3)

Represents balance sheet netting of derivative asset and liability balances, related cash collateral and portfolio level counterparty valuation adjustments. See Table 14.2 for further information.


126

Note 14: Derivatives ( continued )


Table 14.2 provides information on the gross fair values of derivative assets and liabilities, the balance sheet netting adjustments and the resulting net fair value amount recorded on our balance sheet, as well as the non-cash collateral associated with such arrangements. We execute substantially all of our derivative transactions under master netting arrangements and reflect all derivative balances and related cash collateral subject to enforceable master netting arrangements on a net basis within the balance sheet. The "Gross amounts recognized" column in the following table includes $31.6 billion and $29.8 billion of gross derivative assets and liabilities, respectively, at June 30, 2018 , and $30.0 billion and $29.9 billion , respectively, at December 31, 2017 , with counterparties subject to enforceable master netting arrangements that are carried on the balance sheet net of offsetting amounts. The remaining gross derivative assets and liabilities of $3.9 billion and $3.3 billion , respectively, at June 30, 2018 , and $6.4 billion and $4.4 billion , respectively, at December 31, 2017 , include those with counterparties subject to master netting arrangements for which we have not assessed the enforceability because they are with counterparties where we do not currently have positions to offset, those subject to master netting arrangements where we have not been able to confirm the enforceability and those not subject to master netting arrangements. As such, we do not net derivative balances or collateral within the balance sheet for these counterparties.

We determine the balance sheet netting adjustments based on the terms specified within each master netting arrangement. We disclose the balance sheet netting amounts within the column titled "Gross amounts offset in consolidated balance sheet." Balance sheet netting adjustments are determined at the counterparty level for which there may be multiple contract types. For disclosure purposes, we allocate these netting adjustments to the contract type for each counterparty proportionally based upon the "Gross amounts recognized" by counterparty. As a result, the net amounts disclosed by contract type may not represent the actual exposure upon settlement of the contracts.

We do not net non-cash collateral that we receive and pledge on the balance sheet. For disclosure purposes, we present the fair value of this non-cash collateral in the column titled "Gross amounts not offset in consolidated balance sheet (Disclosure-only netting)" within the table. We determine and allocate the Disclosure-only netting amounts in the same manner as balance sheet netting amounts.

The "Net amounts" column within Table 14.2 represents the aggregate of our net exposure to each counterparty after considering the balance sheet and Disclosure-only netting adjustments. We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty specific credit risk limits, using master netting arrangements and obtaining collateral. Derivative contracts executed in over-the-counter markets include bilateral contractual arrangements that are not cleared through a central clearing organization but are typically subject to master netting arrangements. The percentage of our bilateral derivative transactions outstanding at period end in such markets, based on gross fair value, is provided within the following table. Other derivative contracts executed in over-the-counter or exchange-traded markets are settled through a central clearing organization and are excluded from this percentage. In addition to the netting amounts included in the table, we also have balance sheet netting related to resale and repurchase agreements that are disclosed within Note 12 (Guarantees, Pledged Assets and Collateral, and Other Commitments).


127


Table 14.2: Gross Fair Values of Derivative Assets and Liabilities

(in millions)

Gross

amounts

recognized


Gross amounts

offset in

consolidated

balance

sheet (1)


Net amounts in

consolidated

balance

sheet


Gross amounts

not offset in

consolidated

balance sheet

(Disclosure-only

netting) (2)


Net

amounts


Percent

exchanged in

over-the-counter

market (3)


June 30, 2018

Derivative assets

Interest rate contracts

$

16,648


(11,307

)

5,341


(71

)

5,270


97

%

Commodity contracts

3,613


(1,164

)

2,449


(2

)

2,447


91


Equity contracts

7,068


(5,328

)

1,740


(136

)

1,604


77


Foreign exchange contracts

7,899


(6,366

)

1,533


(18

)

1,515


100


Credit contracts – protection sold

77


(75

)

2


-


2


12


Credit contracts – protection purchased

173


(139

)

34


(1

)

33


94


Total derivative assets

$

35,478


(24,379

)

11,099


(228

)

10,871


Derivative liabilities

Interest rate contracts

$

15,984


(12,523

)

3,461


(284

)

3,177


98

%

Commodity contracts

1,707


(832

)

875


-


875


60


Equity contracts

7,713


(5,074

)

2,639


(183

)

2,456


85


Foreign exchange contracts

7,463


(5,940

)

1,523


(105

)

1,418


100


Credit contracts – protection sold

152


(150

)

2


(1

)

1


92


Credit contracts – protection purchased

114


(107

)

7


-


7


9


Total derivative liabilities

$

33,133


(24,626

)

8,507


(573

)

7,934


December 31, 2017

Derivative assets

Interest rate contracts

$

17,630


(11,929

)

5,701


(145

)

5,556


99

%

Commodity contracts

2,354


(966

)

1,388


(4

)

1,384


88


Equity contracts

7,007


(4,233

)

2,774


(596

)

2,178


76


Foreign exchange contracts

8,973


(6,656

)

2,317


(25

)

2,292


100


Credit contracts – protection sold

147


(145

)

2


-


2


10


Credit contracts – protection purchased

244


(198

)

46


(3

)

43


89


Total derivative assets

$

36,355


(24,127

)

12,228


(773

)

11,455


Derivative liabilities

Interest rate contracts

$

15,472


(13,226

)

2,246


(1,078

)

1,168


99

%

Commodity contracts

1,335


(648

)

687


(1

)

686


76


Equity contracts

8,501


(4,041

)

4,460


(400

)

4,060


85


Foreign exchange contracts

8,568


(7,189

)

1,379


(204

)

1,175


100


Credit contracts – protection sold

214


(204

)

10


(9

)

1


85


Credit contracts – protection purchased

208


(194

)

14


-


14


9


Total derivative liabilities

$

34,298


(25,502

)

8,796


(1,692

)

7,104


(1)

Represents amounts with counterparties subject to enforceable master netting arrangements that have been offset in the consolidated balance sheet, including related cash collateral and portfolio level counterparty valuation adjustments. Counterparty valuation adjustments were $274 million and $245 million related to derivative assets and $127 million and $95 million related to derivative liabilities at June 30, 2018 , and December 31, 2017 , respectively. Cash collateral totaled $3.0 billion and $3.4 billion , netted against derivative assets and liabilities, respectively, at June 30, 2018 , and $2.7 billion and $4.2 billion , respectively, at December 31, 2017 .

(2)

Represents the fair value of non-cash collateral pledged and received against derivative assets and liabilities with the same counterparty that are subject to enforceable master netting arrangements. U.S. GAAP does not permit netting of such non-cash collateral balances in the consolidated balance sheet but requires disclosure of these amounts.

(3)

Represents derivatives executed in over-the-counter markets that are not settled through a central clearing organization. Over-the-counter percentages are calculated based on gross amounts recognized as of the respective balance sheet date. The remaining percentage represents derivatives settled through a central clearing organization, which are executed in either over-the-counter or exchange-traded markets.




128

Note 14: Derivatives ( continued )


Fair Value and Cash Flow Hedges

For fair value hedges, we use interest rate swaps to convert certain of our fixed-rate long-term debt and time certificates of deposit to floating rates to hedge our exposure to interest rate risk. We also enter into cross-currency swaps, cross-currency interest rate swaps and forward contracts to hedge our exposure to foreign currency risk and interest rate risk associated with the issuance of non-U.S. dollar denominated long-term debt. In addition, we use interest rate swaps, cross-currency swaps, cross-currency interest rate swaps and forward contracts to hedge against changes in fair value of certain investments in available-for-sale debt securities due to changes in interest rates, foreign currency rates, or both. We also use interest rate swaps to hedge against changes in fair value for certain mortgage loans held for sale.

For cash flow hedges, we use interest rate swaps to hedge the variability in interest payments received on certain floating-rate

commercial loans and paid on certain floating-rate debt due to changes in the contractually specified interest rate.

We estimate $311 million pre-tax of deferred net losses related to cash flow hedges in OCI at June 30, 2018 , will be reclassified into net interest income during the next twelve months. The deferred losses expected to be reclassified into net interest income are primarily related to discontinued hedges of floating rate loans. We are hedging our foreign exposure to the variability of future cash flows for all forecasted transactions for a maximum of 8 years . For more information on our accounting hedges, see Note 1 (Summary of Significant Accounting Policies) and Note 16 (Derivatives) to Financial Statements in our 2017 Form 10-K.

Table 14.3 shows the net gains (losses) related to derivatives in fair value and cash flow hedging relationships.

Table 14.3: Gains (Losses) Recognized in Consolidated Statement of Income on Fair Value and Cash Flow Hedging Relationships

Net interest income

Noninterest income


(in millions)

Debt securities


Loans


Mortgage loans held for sale


Deposits


Long-term debt


Other


Total


Quarter ended June 30, 2018

Total amounts presented in the consolidated statement of income

$

3,594


10,912


198


(1,268

)

(1,658

)

485


12,263


Gains (losses) on fair value hedging relationships

Interest contracts

Amounts related to interest settlements on derivatives (1)

(42

)

-


(1

)

(20

)

81


-


18


Recognized on derivatives

356


-


5


(41

)

(819

)

-


(499

)

Recognized on hedged items

(352

)

-


(7

)

31


780


-


452


Foreign exchange contracts

Amounts related to interest settlements on derivatives (1)(2)

10


-


-


-


(102

)

-


(92

)

Recognized on derivatives (3)

2


-


-


-


97


(1,410

)

(1,311

)

Recognized on hedged items

1


-


-


-


(82

)

1,308


1,227


Net income (expense) recognized on fair value hedges

(25

)

-


(3

)

(30

)

(45

)

(102

)

(205

)

Gains (losses) on cash flow hedging relationships

Interest contracts

Realized gains (losses) (pre-tax) reclassified from cumulative OCI into net income (4)

-


(77

)

-


-


-


-


(77

)

Net income (expense) recognized on cash flow hedges

$

-


(77

)

-


-


-


-


(77

)

Six months ended June 30, 2018

Total amounts presented in the consolidated statement of income

$

7,008


21,491


377


(2,358

)

(3,234

)

1,087


24,371


Gains (losses) on fair value hedging relationships

Interest contracts

Amounts related to interest settlements on derivatives (1)

(124

)

-


(2

)

(25

)

252


-


101


Recognized on derivatives

1,306


1


11


(190

)

(3,212

)

-


(2,084

)

Recognized on hedged items

(1,320

)

(1

)

(15

)

172


3,114


-


1,950


Foreign exchange contracts

Amounts related to interest settlements on derivatives (1)(2)

15


-


-


-


(182

)

-


(167

)

Recognized on derivatives (3)

6


-


-


-


(74

)

(750

)

(818

)

Recognized on hedged items

(2

)

-


-


-


27


681


706


Net income (expense) recognized on fair value hedges

(119

)

-


(6

)

(43

)

(75

)

(69

)

(312

)

Gains (losses) on cash flow hedging relationships

Interest contracts

Realized gains (losses) (pre-tax) reclassified from cumulative OCI into net income (4)

-


(137

)

-


-


-


-


(137

)

Net income (expense) recognized on cash flow hedges

$

-


(137

)

-


-


-


-


(137

)

(continued on following page)


129


(continued from previous page)

Net interest income

Noninterest income


(in millions)

Debt securities


Loans


Mortgage loans held for sale


Deposits


Long-term debt


Other


Total


Quarter ended June 30, 2017

Total amounts presented in the consolidated statement of income

$

3,226


10,358


191


(677

)

(1,275

)

472


12,295


Gains (losses) on fair value hedging relationships

Interest contracts

Amounts related to interest settlements on derivatives (1)

(122

)

-


(2

)

(8

)

380


-


248


Recognized on derivatives

(287

)

(1

)

(9

)

37


393


-


133


Recognized on hedged items

267


1


6


(32

)

(398

)

-


(156

)

Foreign exchange contracts













Amounts related to interest settlements on derivatives (1)(2)

2


-


-


-


(49

)

-


(47

)

Recognized on derivatives (3)

5


-


-


-


(108

)

1,501


1,398


Recognized on hedged items

(4

)

-


-


-


117


(1,355

)

(1,242

)

         Net income (expense) recognized on fair value hedges

(139

)

-


(5

)

(3

)

335


146


334


Gains (losses) on cash flow hedging relationships

Interest contracts

Realized gains (losses) (pre-tax) reclassified from cumulative OCI into net income (4)

-


156


-


-


(3

)

-


153


Net income (expense) recognized on cash flow hedges

$

-


156


-


-


(3

)

-


153


Six months ended June 30, 2017

Total amounts presented in the consolidated statement of income

$

6,399


20,499


373


(1,213

)

(2,422

)

846


24,482


Gains (losses) on fair value hedging relationships

Interest contracts

Amounts related to interest settlements on derivatives (1)

(253

)

(1

)

(3

)

4


795


-


542


Recognized on derivatives

(161

)

-


(11

)

29


(163

)

-


(306

)

Recognized on hedged items

126


-


6


(22

)

158


-


268


Foreign exchange contracts

Amounts related to interest settlements on derivatives (1)(2)

6


-


-


-


(82

)

-


(76

)

Recognized on derivatives (3)

11


-


-


-


(155

)

1,876


1,732


Recognized on hedged items

(7

)

-


-


-


200


(1,695

)

(1,502

)

         Net income (expense) recognized on fair value hedges

(278

)

(1

)

(8

)

11


753


181


658


Gains (losses) on cash flow hedging relationships

Interest contracts

Realized gains (losses) (pre-tax) reclassified from cumulative OCI into net income (4)

-


361


-


-


(6

)

-


355


Net income (expense) recognized on cash flow hedges

$

-


361


-


-


(6

)

-


355


(1)

Includes $17 million and $24 million for second quarter and first half of 2018, respectively, and includes $5 million and $10 million for the second quarter and first half of 2017, respectively which represents changes in fair value due to the passage of time associated with the non-zero fair value amount at hedge inception.

(2)

The second quarter and first half of 2018 both included $2 million , and the second quarter and first half of 2017 included $0 million , and $(1) million , respectively, of the time value component recognized as net interest income (expense) on forward derivatives hedging foreign currency debt securities and long-term debt that were excluded from the assessment of hedge effectiveness.

(3)

For certain fair value hedges of foreign currency risk, changes in fair value of cross-currency swaps attributable to changes in cross-currency basis spreads are excluded from the assessment of hedge effectiveness and recorded in other comprehensive income. See Note 20 (Other Comprehensive Income) for the amounts recognized in other comprehensive income.

(4)

See Note 20 (Other Comprehensive Income) for details of amounts reclassified to net income.


130

Note 14: Derivatives ( continued )


Table 14.4 shows the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships.



Table 14.4: Hedged Items in Fair Value Hedging Relationship

Hedged Items Currently Designated

Hedged Items No Longer Designated (1)

(in millions)

Carrying Amount of Assets/(Liabilities) (2)(4)


Hedge Accounting Basis Adjustment

Assets/(Liabilities) (3)


Carrying Amount of Assets/(Liabilities) (4)


Hedge Accounting Basis Adjustment
Assets/(Liabilities)


June 30, 2018

Available-for-sale debt securities (5)

$

29,755


(587

)

4,939


271


Loans

128


(1

)

-


-


Mortgage loans held for sale

751


3


-


-


Deposits

(34,777

)

325


-


-


Long-term debt

(123,312

)

988


(807

)

12


December 31, 2017

Available-for-sale debt securities (5)

32,498


870


5,221


343


Loans

140


(1

)

-


-


Mortgage loans held for sale

465


(1

)

-


-


Deposits

(23,679

)

158


-


-


Long-term debt

(128,950

)

(2,154

)

(1,953

)

16


(1)

Represents hedged items no longer designated in qualifying fair value hedging relationships for which an associated basis adjustment exists at the balance sheet date.

(2)

Does not include the carrying amount of hedged items where only foreign currency risk is the designated hedged risk. The carrying amount excluded for debt securities is $1.4 billion and $(6.4) billion for long-term debt as of June 30, 2018 and $1.5 billion for debt securities and for long-term debt is $(7.7) billion as of December 31, 2017.

(3)

The balance includes $1.5 billion and $244 million of debt securities and long-term debt cumulative basis adjustments as of June 30, 2018, respectively, and $2.1 billion and $297 million of debt securities and long-term debt cumulative basis adjustments, as of December 31, 2017, respectively, on terminated hedges whereby the hedged items have subsequently been re-designated into existing hedges.

(4)

Represents the full carrying amount of the hedged asset or liability item as of the balance sheet date, except for circumstances in which only a portion of the asset or liability was designated as the hedged item in which case only the portion designated is presented.

(5)

Carrying amount represents the amortized cost.

Derivatives Not Designated as Hedging Instruments

We use economic hedge derivatives to hedge the risk of changes in the fair value of certain residential MLHFS, residential MSRs measured at fair value, derivative loan commitments and other interests held. We also use economic hedge derivatives to mitigate the periodic earnings volatility caused by mismatches between the changes in fair value of the hedged item and hedging instrument recognized on our fair value accounting hedges. The resulting gain or loss on these economic hedge derivatives is reflected in mortgage banking noninterest income, net gains (losses) from equity investments and other noninterest income.

The derivatives used to hedge MSRs measured at fair value, resulted in net derivative gains (losses) of $(319) million and $(1.5) billion in the second quarter and first half of 2018, respectively, and $431 million and $359 million in the second quarter and first half of 2017 , respectively which are included in mortgage banking noninterest income. The aggregate fair value of these derivatives was a net asset of $143 million at June 30, 2018 , and net asset of $89 million at December 31, 2017 . The change in fair value of these derivatives for each period end is due to changes in the underlying market indices and interest rates as well as the purchase and sale of derivative financial instruments throughout the period as part of our dynamic MSR risk management process.

Interest rate lock commitments for mortgage loans that we intend to sell are considered derivatives. The aggregate fair value of derivative loan commitments on the balance sheet was a net positive fair value of $24 million and $17 million at June 30, 2018 , and December 31, 2017 , respectively, and is included in the caption "Interest rate contracts" under "Customer accommodation trading and other derivatives" in Table 14.1 in this Note.

For more information on economic hedges and other derivatives, see Note 16 (Derivatives) to Financial Statements in our 2017 Form 10-K. Table 14.5 shows the net gains (losses) recognized by income statement lines, related to derivatives not designated as hedging instruments.


131


Table 14.5: Gains (Losses) on Derivatives Not Designated as Hedging Instruments

Noninterest income

(in millions)

Mortgage banking


Net gains (losses) from equity securities


Net gains (losses) from trading activities


Other


Total


Quarter ended June 30, 2018

Net gains (losses) recognized on economic hedges derivatives:

Interest contracts (1)

$

(185

)

-


-


(3

)

(188

)

Equity contracts

-


(540

)

-


5


(535

)

Foreign exchange contracts

-


-


-


486


486


Credit contracts

-


-


-


(10

)

(10

)

Subtotal (2)

(185

)

(540

)

-


478


(247

)

Net gains (losses) recognized on customer accommodation trading and other derivatives:

Interest contracts (3)

(46

)

-


182


-


136


Equity contracts

-


-


655


(71

)

584


Foreign exchange contracts

-


-


91


-


91


Credit contracts

-


-


(4

)

-


(4

)

Commodity contracts

-


-


35


-


35


Other

-


-


-


-


-


Subtotal

(46

)

-


959


(71

)

842


Net gains (losses) recognized related to derivatives not designated as hedging instruments

$

(231

)

(540

)

959


407


595


Six months ended June 30, 2018

Net gains (losses) recognized on economic hedges derivatives:

Interest contracts (1)

$

(780

)

-


-


6


(774

)

Equity contracts

-


(598

)

-


5


(593

)

Foreign exchange contracts

-


-


-


327


327


Credit contracts

-


-


-


(6

)

(6

)

Subtotal (2)

(780

)

(598

)

-


332


(1,046

)

Net gains (losses) recognized on customer accommodation trading and other derivatives:

Interest contracts (3)

(305

)

-


567


-


262


Equity contracts

-


-


1,114


(266

)

848


Foreign exchange contracts

-


-


401


-


401


Credit contracts

-


-


6


-


6


Commodity contracts

-


-


74


-


74


Other

-


-


-


-


-


Subtotal

(305

)

-


2,162


(266

)

1,591


Net gains (losses) recognized related to derivatives not designated as hedging instruments

$

(1,085

)

(598

)

2,162


66


545



(continued on following page)


132

Note 14: Derivatives ( continued )


(continued from previous page)

Noninterest income

(in millions)

Mortgage banking


Net gains (losses) from equity securities


Net gains (losses) from trading activities


Other


Total


Quarter ended June 30, 2017

Net gains (losses) recognized on economic hedges derivatives:

Interest contracts (1)

$

351


-


-


(51

)

300


Equity contracts

-


(200

)

-


(5

)

(205

)

Foreign exchange contracts

-


-


-


(441

)

(441

)

Credit contracts

-


-


-


10


10


Subtotal (2)

351


(200

)

-


(487

)

(336

)

Net gains (losses) recognized on customer accommodation trading and other derivatives:

Interest contracts (3)

254


-


18


-


272


Equity contracts

-


-


(565

)

-


(565

)

Foreign exchange contracts

-


-


16


-


16


Credit contracts

-


-


(13

)

-


(13

)

Commodity contracts

-


-


15


-


15


Other

-


-


(8

)

10


2


Subtotal

254


-


(537

)

10


(273

)

Net gains (losses) recognized related to derivatives not designated as hedging instruments

$

605


(200

)

(537

)

(477

)

(609

)

Six months ended June 30, 2017

Net gains (losses) recognized on economic hedges derivatives:

Interest contracts (1)

$

342


-


-


(45

)

297


Equity contracts

-


(674

)

-


(12

)

(686

)

Foreign exchange contracts

-


-


-


(534

)

(534

)

Credit contracts

-


-


-


14


14


Subtotal (2)

342


(674

)

-


(577

)

(909

)

Net gains (losses) recognized on customer accommodation trading and other derivatives:

Interest contracts (3)

447


-


63


-


510


Equity contracts

-


-


(1,674

)

-


(1,674

)

Foreign exchange contracts

-


-


201


-


201


Credit contracts

-


-


(28

)

-


(28

)

Commodity contracts

-


-


75


-


75


Other

-


-


-


14


14


Subtotal

447


-


(1,363

)

14


(902

)

Net gains (losses) recognized related to derivatives not designated as hedging instruments

$

789


(674

)

(1,363

)

(563

)

(1,811

)

(1)

Includes gains (losses) on the derivatives used as economic hedges of MSRs measured at fair value, interest rate lock commitments and mortgage loans held for sale.

(2)

Includes hedging gains (losses) of $8 million and $36 million for the second quarter and first half of 2018, respectively, and $(48) million and $(46) million for the second quarter and first half of 2017, respectively, which partially offset hedge accounting ineffectiveness.

(3)

Amounts presented in mortgage banking noninterest income are gains on interest rate lock commitments.


133


Credit Derivatives

Credit derivative contracts are arrangements whose value is derived from the transfer of credit risk of a reference asset or entity from one party (the purchaser of credit protection) to another party (the seller of credit protection). We use credit derivatives to assist customers with their risk management objectives. We may also use credit derivatives in structured product transactions or liquidity agreements written to special purpose vehicles. The maximum exposure of sold credit derivatives is managed through posted collateral, purchased credit derivatives and similar products in order to achieve our desired credit risk profile. This credit risk management provides

an ability to recover a significant portion of any amounts that would be paid under the sold credit derivatives. We would be

required to perform under sold credit derivatives in the event of default by the referenced obligors. Events of default include events such as bankruptcy, capital restructuring or lack of principal and/or interest payment. In certain cases, other triggers may exist, such as the credit downgrade of the referenced obligors or the inability of the special purpose vehicle for which we have provided liquidity to obtain funding.

Table 14.6 provides details of sold and purchased credit derivatives.

Table 14.6: Sold and Purchased Credit Derivatives

Notional amount

(in millions)

Fair value

liability


Protection

sold (A)


Protection

sold –

non-

investment

grade


Protection

purchased

with

identical

underlyings (B)


Net

protection

sold

(A) - (B)


Other

protection

purchased


Range of

maturities

June 30, 2018

Credit default swaps on:

Corporate bonds

$

12


1,585


329


1,063


522


1,104


2018 - 2027

Structured products

68


168


163


150


18


114


2022 - 2047

Credit protection on:

Default swap index

-


2,265


347


485


1,780


3,104


2018 - 2028

Commercial mortgage-backed securities index

62


418


138


396


22


46


2047 - 2058

Asset-backed securities index

9


43


43


43


-


1


2045 - 2046

Other

1


4,459


4,275


-


4,459


10,877


2018 - 2048

Total credit derivatives

$

152


8,938


5,295


2,137


6,801


15,246


December 31, 2017

Credit default swaps on:

Corporate bonds

$

35


2,007


510


1,575


432


946


2018 - 2027

Structured products

86


267


252


232


35


153


2022 - 2047

Credit protection on:

Default swap index

-


2,626


540


308


2,318


3,932


2018 - 2027

Commercial mortgage-backed securities index

83


423


-


401


22


87


2047 - 2058

Asset-backed securities index

9


42


-


42


-


1


2045 - 2046

Other

1


3,656


3,306


-


3,656


9,840


2018 - 2031

Total credit derivatives

$

214


9,021


4,608


2,558


6,463


14,959



Protection sold represents the estimated maximum exposure to loss that would be incurred under an assumed hypothetical circumstance, where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. We believe this hypothetical circumstance to be a remote possibility and accordingly, this required disclosure is not an indication of expected loss. The amounts under non-investment grade represent the notional amounts of those credit derivatives on which we have a higher risk of being required to perform under the terms of the credit derivative and are a function of the underlying assets.

We consider the risk of performance to be high if the underlying assets under the credit derivative have an external rating that is below investment grade or an internal credit default grade that is equivalent thereto. We believe the net protection sold, which is representative of the net notional amount of protection sold and purchased with identical underlyings, in combination with other protection purchased, is more representative of our exposure to loss than either non-investment grade or protection sold. Other protection purchased represents additional protection, which may offset the exposure to loss for protection sold, that was not purchased with an identical underlying of the protection sold.



134

Note 14: Derivatives ( continued )


Credit-Risk Contingent Features

Certain of our derivative contracts contain provisions whereby if the credit rating of our debt were to be downgraded by certain major credit rating agencies, the counterparty could demand additional collateral or require termination or replacement of derivative instruments in a net liability position. The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a net liability position was $7.3 billion at June 30, 2018 , and $8.3 billion at December 31, 2017 , for which we posted $5.8 billion and $7.1 billion , respectively, in collateral in the normal course of business. A credit rating below investment grade is the credit-risk-related contingent feature that if triggered requires the maximum amount of collateral to be posted. If the credit rating of our debt had been downgraded below investment grade, on June 30, 2018 , or December 31, 2017 , we would have been required to post additional collateral of $1.5 billion or $1.2 billion , respectively, or potentially settle the contract in an amount equal to its fair value. Some contracts require that we provide more collateral than the fair value of derivatives that are in a net liability position if a downgrade occurs.


Counterparty Credit Risk

By using derivatives, we are exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The amounts reported as a derivative asset are derivative contracts in a gain position, and to the extent subject to legally enforceable master netting arrangements, net of derivatives in a loss position with the same counterparty and cash collateral received. We minimize counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. To the extent the master netting arrangements and other criteria meet the applicable requirements, including determining the legal enforceability of the arrangement, it is our policy to present derivative balances and related cash collateral amounts net on the balance sheet. We incorporate credit valuation adjustments (CVA) to reflect counterparty credit risk in determining the fair value of our derivatives. Such adjustments, which consider the effects of enforceable master netting agreements and collateral arrangements, reflect market-based views of the credit quality of each counterparty. Our CVA calculation is determined based on observed credit spreads in the credit default swap market and indices indicative of the credit quality of the counterparties to our derivatives.


135


Note 15:  Fair Values of Assets and Liabilities


We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Assets and liabilities recorded at fair value on a recurring basis are presented in Table 15.2 in this Note. From time to time, we may be required to record fair value adjustments on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of LOCOM accounting, measurement alternative accounting for nonmarketable equity securities or write-downs of individual assets. Assets recorded on a nonrecurring basis are presented in Table 15.14 in this Note.

See Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2017 Form 10-K for discussion of how we determine fair value. For descriptions of the valuation methodologies we use for assets and liabilities recorded at fair value on a recurring or nonrecurring basis and for estimating fair value for financial instruments that are not recorded at fair value, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2017 Form 10-K.


FAIR VALUE HIERARCHY  We group our assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from techniques that use significant assumptions that are not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

We do not classify an equity security in the fair value hierarchy if we use the non-published net asset value (NAV) per share (or its equivalent) that has been communicated to us as an investor as a practical expedient to measure fair value. We generally use NAV per share as the fair value measurement for certain nonmarketable equity fund investments. Marketable equity securities with published NAVs continue to be classified in the fair value hierarchy.

Fair Value Measurements from Vendors

For certain assets and liabilities, we obtain fair value measurements from vendors, which predominantly consist of third-party pricing services, and record the unadjusted fair value in our financial statements. For additional information, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2017 Form 10-K. Table 15.1 presents unadjusted fair value measurements provided by brokers or third-party pricing services by fair value hierarchy level. Fair value measurements obtained from brokers or third-party pricing services that we have adjusted to determine the fair value recorded in our financial statements are excluded from Table 15.1 .


136

Note 15: Fair Values of Assets and Liabilities ( continued )


Table 15.1: Fair Value Measurements by Brokers or Third-Party Pricing Services

Brokers

Third-party pricing services

(in millions)

Level 1


Level 2


Level 3


Level 1


Level 2


Level 3


June 30, 2018

Trading debt securities

$

-


-


-


115


222


-


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

-


-


-


3,350


2,921


-


Securities of U.S. states and political subdivisions

-


-


-


-


46,829


40


Mortgage-backed securities

-


33


-


-


161,872


53


Other debt securities (1)

-


229


1,177


-


44,691


31


Total available-for-sale debt securities

-


262


1,177


3,350


256,313


124


Equity securities:

Marketable

-


-


-


-


225


-


Nonmarketable

-


-


-


-


2


293


Total equity securities

-


-


-


-


227


293


Derivative assets

-


-


-


25


-


-


Derivative liabilities

-


-


-


(25

)

-


-


Other liabilities (2)

-


-


-


-


-


-


December 31, 2017

Trading debt securities

$

-


-


-


926


215


-


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

-


-


-


3,389


2,930


-


Securities of U.S. states and political subdivisions

-


-


-


-


50,401


49


Mortgage-backed securities

-


33


-


-


168,948


75


Other debt securities (1)

-


307


1,158


-


44,465


22


Total available-for-sale debt securities

-


340


1,158


3,389


266,744


146


Equity securities:

Marketable

-


-


-


-


227


-


Nonmarketable

-


-


-


-


-


-


Total equity securities

-


-


-


-


227


-


Derivative assets

-


-


-


19


-


-


Derivative liabilities

-


-


-


(19

)

-


-


Other liabilities (2)

-


-


-


-


-


-


(1)

Includes corporate debt securities, collateralized loan and other debt obligations, asset-backed securities, and other debt securities.

(2)

Includes short sale liabilities and other liabilities.


137


Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Table 15.2 presents the balances of assets and liabilities recorded at fair value on a recurring basis.

Table 15.2: Fair Value on a Recurring Basis

(in millions)

Level 1


Level 2


Level 3


Netting


Total


June 30, 2018

Trading debt securities:

Securities of U.S. Treasury and federal agencies

$

13,555


2,972


-


-


16,527


Securities of U.S. states and political subdivisions

-


3,741


3


-


3,744


Collateralized loan obligations

-


661


291


-


952


Corporate debt securities

-


11,561


36


-


11,597


Mortgage-backed securities

-


31,507


-


-


31,507


Asset-backed securities

-


1,251


-


-


1,251


Other trading debt securities

-


7


17


-


24


Total trading debt securities

13,555


51,700


347


-


65,602


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

3,350


2,921


-


-


6,271


Securities of U.S. states and political subdivisions

-


47,000


559


-


47,559


Mortgage-backed securities:

Federal agencies

-


154,556


-


-


154,556


Residential

-


4,095


-


-


4,095


Commercial

-


4,138


53


-


4,191


Total mortgage-backed securities

-


162,789


53


-


162,842


Corporate debt securities

36


6,382


443


-


6,861


Collateralized loan and other debt obligations (1)

-


35,611


1,037


-


36,648


Asset-backed securities:





Automobile loans and leases

-


548


-


-


548


Home equity loans

-


143


-


-


143


Other asset-backed securities

-


4,413


401


-


4,814


Total asset-backed securities

-


5,104


401


-


5,505


Other debt securities

-


1


-


-


1


Total available-for-sale debt securities

3,386


259,808


2,493


(2)

-


265,687


Mortgage loans held for sale

-


15,600


986


-


16,586


Loans held for sale

-


1,330


20


-


1,350


Loans

-


-


321


-


321


Mortgage servicing rights (residential)

-


-


15,411


-


15,411


Derivative assets:

Interest rate contracts

19


16,555


74


-


16,648


Commodity contracts

-


3,572


41


-


3,613


Equity contracts

1,612


3,927


1,529


-


7,068


Foreign exchange contracts

25


7,862


12


-


7,899


Credit contracts

-


158


92


-


250


Netting

-


-


-


(24,379

)

(3)

(24,379

)

Total derivative assets

1,656


32,074


1,748


(24,379

)

11,099


Equity securities - excluding securities at NAV:

Marketable

27,041


1,210


-


-


28,251


Nonmarketable

-


37


5,806


-


5,843


Total equity securities

$

27,041


1,247


5,806


-


34,094


Total assets included in the fair value hierarchy

$

45,638



361,759



27,132



(24,379

)

410,150


Equity securities at NAV (4)

33


Total assets recorded at fair value

$

410,183


Derivative liabilities:

Interest rate contracts

$

(13

)

(15,856

)

(115

)

-


(15,984

)

Commodity contracts

-


(1,692

)

(15

)

-


(1,707

)

Equity contracts

(1,158

)

(4,687

)

(1,868

)

-


(7,713

)

Foreign exchange contracts

(25

)

(7,411

)

(27

)

-


(7,463

)

Credit contracts

-


(198

)

(68

)

-


(266

)

Netting

-


-


-


24,626


(3)

24,626


Total derivative liabilities

(1,196

)

(29,844

)

(2,093

)

24,626


(8,507

)

Short sale liabilities:

Securities of U.S. Treasury and federal agencies

(12,825

)

(519

)

-


-


(13,344

)

Mortgage-backed securities

-


(2

)

-


-


(2

)

Corporate debt securities

-


(5,561

)

-


-


(5,561

)

Equity securities

(2,856

)

(2

)

-


-


(2,858

)

Other securities

-


-


-


-


-


Total short sale liabilities

(15,681

)

(6,084

)

-


-


(21,765

)

Other liabilities

-


-


(2

)

-


(2

)

Total liabilities recorded at fair value

$

(16,877

)

(35,928

)

(2,095

)

24,626


(30,274

)

(1)

Includes collateralized debt obligations of $1.0 billion .

(2)

Balance primarily consists of securities that are investment grade based on ratings received from the ratings agencies or internal credit grades categorized as investment grade if external ratings are not available. The securities are classified as Level 3 due to limited market activity.

(3)

Represents balance sheet netting of derivative asset and liability balances and related cash collateral. See Note 14 (Derivatives) for additional information.

(4)

Consists of certain nonmarketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

(continued on following page)


138

Note 15: Fair Values of Assets and Liabilities ( continued )


(continued from previous page)

(in millions)

Level 1


Level 2


Level 3


Netting


Total


December 31, 2017

Trading debt securities:

Securities of U.S. Treasury and federal agencies

$

12,491


2,383


-


-


14,874


Securities of U.S. states and political subdivisions

-


3,732


3


-


3,735


Collateralized loan obligations

-


565


354


-


919


Corporate debt securities

-


11,760


31


-


11,791


Mortgage-backed securities

-


25,273


-


-


25,273


Asset-backed securities

-


993


-


-


993


Other trading debt securities

-


20


19


-


39


Total trading debt securities

12,491


44,726


407


-


57,624


Available-for-sale debt securities:

Securities of U.S. Treasury and federal agencies

3,389


2,930


-


-


6,319


Securities of U.S. states and political subdivisions

-


50,401


925


-


51,326


Mortgage-backed securities:


Federal agencies

-


160,219


-


-


160,219


Residential

-


4,607


1


-


4,608


Commercial

-


4,490


75


-


4,565


Total mortgage-backed securities

-


169,316


76


-


169,392


Corporate debt securities

56


7,203


407


-


7,666


Collateralized loan and other debt obligations (1)

-


35,036


1,020


-


36,056


Asset-backed securities:


Automobile loans and leases

-


553


-


-


553


Home equity loans

-


149


-


-


149


Other asset-backed securities

-


4,380


566


-


4,946


Total asset-backed securities

-


5,082


566


-


5,648


Other debt securities

-


-


-


-


-


Total available-for-sale debt securities

3,445


269,968


2,994


(2)

-


276,407


Mortgage loans held for sale

-


15,118


998


-


16,116


Loans held for sale

-


1,009


14


-


1,023


Loans

-


-


376


-


376


Mortgage servicing rights (residential)

-


-


13,625


-


13,625


Derivative assets:


Interest rate contracts

17


17,479


134


-


17,630


Commodity contracts

-


2,318


36


-


2,354


Equity contracts

1,698


3,970


1,339


-


7,007


Foreign exchange contracts

19


8,944


10


-


8,973


Credit contracts

-


269


122


-


391


Netting

-


-


-


(24,127

)

(3)

(24,127

)

Total derivative assets

1,734


32,980


1,641


(24,127

)

12,228


Equity securities - excluding securities at NAV:

Marketable

33,931


429


-


-


34,360


Nonmarketable

-


46


4,821


-


4,867


Total equity securities

$

33,931


475


4,821


-


39,227


Total assets included in the fair value hierarchy

$

51,601


364,276


24,876


(24,127

)

416,626


Equity securities at NAV (4)

-


Total assets recorded at fair value









$

416,626


Derivative liabilities:


Interest rate contracts

$

(17

)

(15,392

)

(63

)

-


(15,472

)

Commodity contracts

-


(1,318

)

(17

)

-


(1,335

)

Equity contracts

(1,313

)

(5,338

)

(1,850

)

-


(8,501

)

Foreign exchange contracts

(19

)

(8,546

)

(3

)

-


(8,568

)

Credit contracts

-


(336

)

(86

)

-


(422

)

Netting

-


-


-


25,502


(3)

25,502


Total derivative liabilities

(1,349

)

(30,930

)

(2,019

)

25,502


(8,796

)

Short sale liabilities:



Securities of U.S. Treasury and federal agencies

(10,420

)

(568

)

-


-


(10,988

)

Corporate debt securities

-


(4,986

)

-


-


(4,986

)

Equity securities

(2,168

)

(45

)

-


-


(2,213

)

Other securities

-


(285

)

-


-


(285

)

Total short sale liabilities

(12,588

)

(5,884

)

-


-


(18,472

)

Other liabilities

-


-


(3

)

-


(3

)

Total liabilities recorded at fair value

$

(13,937

)

(36,814

)

(2,022

)

25,502


(27,271

)

(1)

Includes collateralized debt obligations of $1.0 billion .

(2)

Balance primarily consists of securities that are investment grade based on ratings received from the ratings agencies or internal credit grades categorized as investment grade if external ratings are not available. The securities are classified as Level 3 due to limited market activity.

(3)

Represents balance sheet netting of derivative asset and liability balances and related cash collateral. See Note 14 (Derivatives) for additional information.

(4)

Consists of certain nonmarketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.






139


Changes in Fair Value Levels

We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy and transfer between Level 1, Level 2, and Level 3 accordingly. Observable market data includes but is not limited to quoted prices and market transactions. Changes in economic conditions or market liquidity generally will drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in changing the valuation technique used, are generally the cause of transfers between Level 1, Level 2, and Level 3.

Transfers into and out of Level 1, Level 2, and Level 3 are provided within Table 15.3 for the periods presented. The amounts reported as transfers represent the fair value as of the beginning of the quarter in which the transfer occurred.

Table 15.3: Transfers Between Fair Value Levels

Transfers Between Fair Value Levels

Level 1

Level 2

Level 3 (1)

(in millions)

In

Out

In

Out

In

Out

Total  

Quarter ended June 30, 2018

Trading debt securities

$

-


-


1


-


-


(1

)

-


Available-for-sale debt securities

-


-


10


-


-


(10

)

-


Mortgage loans held for sale

-


-


3


(25

)

25


(3

)

-


Loans held for sale

-


-


-


(21

)

21


-


-


Equity securities

3


(3

)

7


(9

)

6


(4

)

-


Net derivative assets and liabilities (2)

-


-


(2

)

(3

)

3


2


-


Short sale liabilities

-


-


-


-


-


-


-


Total transfers

$

3


(3

)

19


(58

)

55


(16

)

-


Quarter ended June 30, 2017

Trading debt securities

$

-


-


-


-


-


-


-


Available-for-sale debt securities

-


-


424


-


-


(424

)

-


Mortgage loans held for sale

-


-


5


(19

)

19


(5

)

-


Loans held for sale

-


-


-


(16

)

16


-


-


Equity securities

-


-


-


(1

)

1


-


-


Net derivative assets and liabilities (2)

-


-


80


-


-


(80

)

-


Short sale liabilities

-


-


-


-


-


-


-


Total transfers

$

-


-


509


(36

)

36


(509

)

-


Six months ended June 30, 2018

Trading debt securities

$

-


-


1


-


-


(1

)

-


Available-for-sale debt securities

-


-


279


-


-


(279

)

-


Mortgage loans held for sale

-


-


6


(40

)

40


(6

)

-


Loans held for sale

-


-


-


(21

)

21


-


-


Equity securities

3


(14

)

18


(13

)

10


(4

)

-


Net derivative assets and liabilities (2)

-


-


(51

)

(3

)

3


51


-


Short sale liabilities

-


-


-


-


-


-


-


Total transfers

$

3


(14

)

253


(77

)

74


(239

)

-


Six months ended June 30, 2017

Trading debt securities

$

-


-


1


(3

)

3


(1

)

-


Available-for-sale debt securities

-


-


496


(5

)

5


(496

)

-


Mortgage loans held for sale

-


-


6


(61

)

61


(6

)

-


Loans held for sale

-


-


-


(16

)

16


-


-


Equity securities

-


-


-


(1

)

1


-


-


Net derivative assets and liabilities (2)

-


-


83


22


(22

)

(83

)

-


Short sale liabilities

-


-


-


-


-


-


-


Total transfers

$

-


-


586


(64

)

64


(586

)

-


(1)

All transfers in and out of Level 3 are disclosed within the recurring Level 3 rollforward tables in this Note.

(2)

Includes transfers of net derivative assets and net derivative liabilities between levels due to changes in observable market data.



140

Note 15: Fair Values of Assets and Liabilities ( continued )


The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended June 30, 2018 , are presented in Table 15.4 .

Table 15.4: Changes in Level 3 Fair Value Assets and Liabilities on a Recurring Basis – Quarter ended June 30, 2018


Total net gains

(losses) included in

Purchases,

sales,

issuances

and

settlements,

net (1)





Net unrealized

gains (losses)

included in

income related

to assets and

liabilities held

at period end


(in millions)

Balance,

beginning

of period


Net

income


Other

compre-

hensive

income


Transfers

into

Level 3


Transfers

out of

Level 3


Balance,

end of

period


(2)

Quarter ended June 30, 2018

Trading debt securities:

Securities of U.S. states and
political subdivisions

$

3


-


-


-


-


-


3


-


Collateralized loan obligations

316


(6

)

-


(19

)

-


-


291


(8

)

Corporate debt securities

34


-


-


3


-


(1

)

36


1


Mortgage-backed securities

-


-


-


-


-


-


-


-


Asset-backed securities

-


-


-


-


-


-


-


-


Other trading debt securities

18


(1

)

-


-


-


-


17


-


Total trading debt securities

371


(7

)

-


(16

)

-


(1

)

347


(7

)

(3)

Available-for-sale debt securities:

Securities of U.S. states and political
subdivisions

617


1


-


(49

)

-


(10

)

559


-


Mortgage-backed securities:

Residential

1


-


(1

)

-


-


-


-


-


Commercial

67


-


(1

)

(13

)

-


-


53


-


Total mortgage-backed securities

68


-


(2

)

(13

)

-


-


53


-


Corporate debt securities

410


1


1


31


-


-


443


-


Collateralized loan and other debt obligations

1,045


6


10


(24

)

-


-


1,037


-


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


-


-


-


Other asset-backed securities

501


-


(1

)

(99

)

-


-


401


-


Total asset-backed securities

501


-


(1

)

(99

)

-


-


401


-


Total available-for-sale debt securities

2,641


8


8


(154

)

-


(10

)

2,493


-


(4)

Mortgage loans held for sale

950


(11

)

-


25


25


(3

)

986


(11

)

(5)

Loans held for sale

-


(1

)

-


-


21


-


20


-


Loans

352


-


-


(31

)

-


-


321


(4

)

(5)

Mortgage servicing rights (residential)  (6)

15,041


(115

)

-


485


-


-


15,411


345


(5)

Net derivative assets and liabilities:

Interest rate contracts

(8

)

(63

)

-


30


-


-


(41

)

6


Commodity contracts

10


15


-


(2

)

3


-


26


21


Equity contracts

(322

)

(12

)

-


(7

)

-


2


(339

)

261


Foreign exchange contracts

1


(18

)

-


2


-


-


(15

)

(13

)

Credit contracts

41


(12

)

-


(5

)

-


-


24


(17

)

Other derivative contracts

-


-


-


-


-


-


-


-


Total derivative contracts

(278

)

(90

)

-


18


3


2


(345

)

258


(7)

Equity securities:

Marketable

-


-


-


-


-


-


-


-


Nonmarketable

5,219


585


-


-


6


(4

)

5,806


586


Total equity securities

5,219


585


-


-


6


(4

)

5,806


586


(8)

Short sale liabilities

-


-


-


-


-


-


-


-


(3)

Other liabilities

(2

)

-


-


-


-


-


(2

)

-


(5)


(1)

See Table 15.5 for detail.

(2)

Represents only net gains (losses) that are due to changes in economic conditions and management's estimates of fair value and excludes changes due to the collection/realization of cash flows over time.

(3)

Included in net gains (losses) from trading activities in the income statement.

(4)

Included in net gains (losses) from debt securities in the income statement.

(5)

Included in mortgage banking and other noninterest income in the income statement.

(6)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).

(7)

Included in mortgage banking, trading activities, equity securities and other noninterest income in the income statement.

(8)

Included in net gains (losses) from equity securities in the income statement.

the income statement.

(continued on following page)





141


(continued from previous page)

Table 15.5 presents gross purchases, sales, issuances and settlements related to the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended June 30, 2018 .

Table 15.5: Gross Purchases, Sales, Issuances and Settlements – Level 3 – Quarter ended June 30, 2018

(in millions)

Purchases


Sales


Issuances


Settlements


Net


Quarter ended June 30, 2018

Trading debt securities:

Securities of U.S. states and political subdivisions

$

-


-


-


-


-


Collateralized loan obligations

89


(39

)

-


(69

)

(19

)

Corporate debt securities

4


(1

)

-


-


3


Mortgage-backed securities

-


-


-


-


-


Asset-backed securities

-


-


-


-


-


Other trading debt securities

-


-


-


-


-


Total trading debt securities

93


(40

)

-


(69

)

(16

)

Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

-


-


-


(49

)

(49

)

Mortgage-backed securities:

Residential

-


-


-


-


-


Commercial

-


-


-


(13

)

(13

)

Total mortgage-backed securities

-


-


-


(13

)

(13

)

Corporate debt securities

31


-


-


-


31


Collateralized loan and other debt obligations

-


-


-


(24

)

(24

)

Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


Other asset-backed securities

-


-


9


(108

)

(99

)

Total asset-backed securities

-


-


9


(108

)

(99

)

Total available-for-sale debt securities

31


-


9


(194

)

(154

)

Mortgage loans held for sale

20


(68

)

109


(36

)

25


Loans held for sale

-


-


-


-


-


Loans

-


-


4


(35

)

(31

)

Mortgage servicing rights (residential) (1)

-


(1

)

486


-


485


Net derivative assets and liabilities:

Interest rate contracts

-


-


-


30


30


Commodity contracts

-


-


-


(2

)

(2

)

Equity contracts

-


-


-


(7

)

(7

)

Foreign exchange contracts

-


-


-


2


2


Credit contracts

5


(2

)

-


(8

)

(5

)

Other derivative contracts

-


-


-


-


-


Total derivative contracts

5


(2

)

-


15


18


Equity securities:

Marketable

-


-


-


-


-


Nonmarketable

-


-


-


-


-


Total equity securities

-


-


-


-


-


Short sale liabilities

-


-


-


-


-


Other liabilities

-


-


-


-


-


(1)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).



142

Note 15: Fair Values of Assets and Liabilities ( continued )


The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended June 30, 2017 , are presented in Table 15.6 .

Table 15.6: Changes in Level 3 Fair Value Assets and Liabilities on a Recurring Basis – Quarter ended June 30, 2017

Balance,

beginning

of period


Total net gains

(losses) included in

Purchases,

sales,

issuances

and

settlements,

net (1)





Net unrealized

gains (losses)

included in

income related

to assets and

liabilities held

at period end


(in millions)

Net

income 


Other

compre-

hensive

income


Transfers

into

Level 3


Transfers

out of

Level 3


Balance,

end of

period


(2)

Quarter ended June 30, 2017

Trading debt securities:

Securities of U.S. states and

     political subdivisions

$

3


-


-


6


-


-


9


-


Collateralized loan obligations

398


(7

)

-


12


-


-


403


7


Corporate debt securities

37


1


-


(12

)

-


-


26


(1

)

Mortgage-backed securities

-


-


-


-


-


-


-


-


Asset-backed securities

-


-


-


-


-


-


-


-


Other trading debt securities

26


(1

)

-


-


-


-


25


(1

)

Total trading debt securities

464


(7

)

-


6


-


-


463


5


(3)

Available-for-sale debt securities:

Securities of U.S. states and political
subdivisions

1,360


1


2


618


-


(424

)

1,557


-


Mortgage-backed securities:

Residential

1


-


-


-


-


-


1


-


Commercial

89


(3

)

(5

)

(6

)

-


-


75


(7

)

Total mortgage-backed securities

90


(3

)

(5

)

(6

)

-


-


76


(7

)

Corporate debt securities

391


-


2


(17

)

-


-


376


-


Collateralized loan and other debt obligations

964


5


4


29


-


-


1,002


-


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


-


-


-


Other asset-backed securities

845


-


1


26


-


-


872


-


Total asset-backed securities

845


-


1


26


-


-


872


-


Total available-for-sale debt securities

3,650


3


4


650


-


(424

)

3,883


(7

)

(4)

Mortgage loans held for sale

957


(1

)

-


25


19


(5

)

995


-


(5)

Loans held for sale

-


-


-


(2

)

16


-


14


-


Loans

505


-


-


(62

)

-


-


443


(4

)

(5)

Mortgage servicing rights (residential) (6)

13,208


(847

)

-


428


-


-


12,789


(360

)

(5)

Net derivative assets and liabilities:

Interest rate contracts

218


258


-


(361

)

-


-


115


12


Commodity contracts

19


-


-


-


-


(2

)

17


2


Equity contracts

(299

)

(14

)

-


(80

)

-


(78

)

(471

)

(109

)

Foreign exchange contracts

3


1


-


-


-


-


4


1


Credit contracts

87


28


-


(43

)

-


-


72


(17

)

Other derivative contracts

(36

)

3


-


(1

)

-


-


(34

)

2


Total derivative contracts

(8

)

276


-


(485

)

-


(80

)

(297

)

(109

)

(7)

Equity securities:

Marketable

-


-


-


-


-


-


-


-


Nonmarketable

3,740


220


-


(1

)

1


-


3,960


226


Total equity securities

3,740


220


-


(1

)

1


-


3,960


226


(8)

Short sale liabilities

-


-


-


-


-


-


-


-


(3)

Other liabilities

(4

)

1


-


-


-


-


(3

)

-


(5)

(1)


(1)

See Table 15.5 for detail.

(2)

Represents only net gains (losses) that are due to changes in economic conditions and management's estimates of fair value and excludes changes due to the collection/realization of cash flows over time.

(3)

Included in net gains (losses) from trading activities in the income statement.

(4)

Included in net gains (losses) from debt securities in the income statement.

(5)

Included in mortgage banking and other noninterest income in the income statement.

(6)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).

(7)

Included in mortgage banking, trading activities, equity securities and other noninterest income in the income statement.

(8)

Included in net gains (losses) from equity securities in the income statement.

(9)

the income statement.in the income statement.

(continued on following page)






143


(continued from previous page)

Table 15.7 presents gross purchases, sales, issuances and settlements related to the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended June 30, 2017 .

Table 15.7: Gross Purchases, Sales, Issuances and Settlements – Level 3 – Quarter ended June 30, 2017

(in millions)

Purchases


Sales


Issuances


Settlements


Net


Quarter ended June 30, 2017

Trading debt securities:

Securities of U.S. states and political subdivisions

$

6


-


-


-


6


Collateralized loan obligations

87


(53

)

-


(22

)

12


Corporate debt securities

3


(15

)

-


-


(12

)

Mortgage-backed securities

-


-


-


-


-


Asset-backed securities

-


-


-


-


-


Other trading debt securities

-


-


-


-


-


Total trading debt securities

96


(68

)

-


(22

)

6


Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

-


-


655


(37

)

618


Mortgage-backed securities:

Residential

-


-


-


-


-


Commercial

-


-


-


(6

)

(6

)

Total mortgage-backed securities

-


-


-


(6

)

(6

)

Corporate debt securities

-


-


-


(17

)

(17

)

Collateralized loan and other debt obligations

57


-


-


(28

)

29


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


Other asset-backed securities

-


-


161


(135

)

26


Total asset-backed securities

-


-


161


(135

)

26


Total available-for-sale debt securities

57


-


816


(223

)

650


Mortgage loans held for sale

18


(88

)

133


(38

)

25


Loans held for sale

-


-


-


(2

)

(2

)

Loans

2


-


3


(67

)

(62

)

Mortgage servicing rights (residential) (1)

-


(8

)

436


-


428


Net derivative assets and liabilities:

Interest rate contracts

-


-


-


(361

)

(361

)

Commodity contracts

-


-


-


-


-


Equity contracts

-


(69

)

-


(11

)

(80

)

Foreign exchange contracts

-


-


-


-


-


Credit contracts

2


(1

)

-


(44

)

(43

)

Other derivative contracts

-


-


-


(1

)

(1

)

Total derivative contracts

2


(70

)

-


(417

)

(485

)

Equity securities:

Marketable

-


-


-


-


-


Nonmarketable

-


(1

)

-


-


(1

)

Total equity securities

-


(1

)

-


-


(1

)

Short sale liabilities

-


-


-


-


-


Other liabilities

-


-


-


-


-


(1)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).



144

Note 15: Fair Values of Assets and Liabilities ( continued )


The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first half of 2018 , are presented in Table 15.8 .

Table 15.8: Changes in Level 3 Fair Value Assets and Liabilities on a Recurring Basis – Six months ended June 30, 2018


Total net gains

(losses) included in

Purchases,

sales,

issuances

and

settlements,

net (1)





Net unrealized

gains (losses)

included in

income related

to assets and

liabilities held

at period end


(in millions)

Balance,

beginning

of period


Net

income


Other

compre-

hensive

income


Transfers

into

Level 3


Transfers

out of

Level 3


Balance,

end of

period


(2)

Six months ended June 30, 2018

Trading debt securities:

Securities of U.S. states and

political subdivisions

$

3


-


-


-


-


-


3


-


Collateralized loan obligations

354


(4

)

-


(59

)

-


-


291


-


Corporate debt securities

31


-


-


6


-


(1

)

36


-


Mortgage-backed securities

-


-


-


-


-


-


-


-


Asset-backed securities

-


-


-


-


-


-


-


-


Other trading debt securities

19


(2

)

-


-


-


-


17


-


Total trading debt securities

407


(6

)

-


(53

)

-


(1

)

347


-


(3)

Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

925


5


(2

)

(90

)

-


(279

)

559


-


Mortgage-backed securities:

Residential

1


-


(1

)

-


-


-


-


-


Commercial

75


1


(2

)

(21

)

-


-


53


-


Total mortgage-backed securities

76


1


(3

)

(21

)

-


-


53


-


Corporate debt securities

407


2


4


30


-


-


443


-


Collateralized loan and other debt obligations

1,020


11


53


(47

)

-


-


1,037


-


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


-


-


-


Other asset-backed securities

566


8


(8

)

(165

)

-


-


401


-


Total asset-backed securities

566


8


(8

)

(165

)

-


-


401


-


Total available-for-sale debt securities

2,994


27


44


(293

)

-


(279

)

2,493


-


(4)

Mortgage loans held for sale

998


(34

)

-


(12

)

40


(6

)

986


(32

)

(5)

Loans held for sale

14


1


-


(16

)

21


-


20


-


Loans

376


(1

)

-


(54

)

-


-


321


(7

)

(5)

Mortgage servicing rights (residential) (6)

13,625


732


-


1,054


-


-


15,411


1,675


(5)

Net derivative assets and liabilities:

Interest rate contracts

71


(408

)

-


296


-


-


(41

)

(94

)

Commodity contracts

19


30


-


(26

)

3


-


26


22


Equity contracts

(511

)

57


-


64


-


51


(339

)

80


Foreign exchange contracts

7


(25

)

-


3


-


-


(15

)

(17

)

Credit contracts

36


(4

)

-


(8

)

-


-


24


(8

)

Other derivative contracts

-


-


-


-


-


-


-


-


Total derivative contracts

(378

)

(350

)

-


329


3


51


(345

)

(17

)

(7)

Equity securities:

Marketable

-


-


-


-


-


-


-


-


Nonmarketable (8)

5,203


693


-


(96

)

10


(4

)

5,806


687


Total equity securities

5,203


693


-


(96

)

10


(4

)

5,806


687


(9)

Short sale liabilities

-


-


-


-


-


-


-


-


(3)

Other liabilities

(3

)

1


-


-


-


-


(2

)

-


(5)

(1)

See Table 15.9 for detail.

(2)

Represents only net gains (losses) that are due to changes in economic conditions and management's estimates of fair value and excludes changes due to the collection/realization of cash flows over time.

(3)

Included in net gains (losses) from trading activities in the income statement.

(4)

Included in net gains (losses) from debt securities in the income statement.

(5)

Included in mortgage banking and other noninterest income in the income statement.

(6)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).

(7)

Included in mortgage banking, trading activities, equity securities and other noninterest income in the income statement.

(8)

Beginning balance includes $382 million of auction rate securities, which changed from the cost to fair value method of accounting in connection with the adoption of ASU 2016-01 in first quarter 2018.

(9)

Included in net gains (losses) from equity securities in the income statement.


(continued on following page)



145


(continued from previous page)

Table 15.9 presents gross purchases, sales, issuances and settlements related to the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first half of 2018 .

Table 15.9: Gross Purchases, Sales, Issuances and Settlements – Level 3 – Six months ended June 30, 2018

(in millions)

Purchases


Sales


Issuances


Settlements


Net


Six months ended June 30, 2018

Trading debt securities:

Securities of U.S. states and political subdivisions

$

-


-


-


-


-


Collateralized loan obligations

271


(230

)

-


(100

)

(59

)

Corporate debt securities

8


(2

)

-


-


6


Mortgage-backed securities

-


-


-


-


-


Asset-backed securities

-


-


-


-


-


Other trading debt securities

-


-


-


-


-


Total trading debt securities

279


(232

)

-


(100

)

(53

)

Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

-


(4

)

10


(96

)

(90

)

Mortgage-backed securities:

Residential

-


-


-


-


-


Commercial

-


-


-


(21

)

(21

)

Total mortgage-backed securities

-


-


-


(21

)

(21

)

Corporate debt securities

31


-


-


(1

)

30


Collateralized loan and other debt obligations

-


-


-


(47

)

(47

)

Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


Other asset-backed securities

-


(8

)

58


(215

)

(165

)

Total asset-backed securities

-


(8

)

58


(215

)

(165

)

Total available-for-sale debt securities

31


(12

)

68


(380

)

(293

)

Mortgage loans held for sale

47


(151

)

167


(75

)

(12

)

Loans held for sale

-


(16

)

-


-


(16

)

Loans

1


-


8


(63

)

(54

)

Mortgage servicing rights (residential) (1)

-


(5

)

1,059


-


1,054


Net derivative assets and liabilities:

Interest rate contracts

-


-


-


296


296


Commodity contracts

-


-


-


(26

)

(26

)

Equity contracts

-


-


-


64


64


Foreign exchange contracts

-


-


-


3


3


Credit contracts

8


(4

)

-


(12

)

(8

)

Other derivative contracts

-


-


-


-


-


Total derivative contracts

8


(4

)

-


325


329


Equity securities:

Marketable

-


-


-


-


-


Nonmarketable

-


(17

)

-


(79

)

(96

)

Total equity securities

-


(17

)

-


(79

)

(96

)

Short sale liabilities

-


-


-


-


-


Other liabilities

-


-


-


-


-


(1)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).



146

Note 15: Fair Values of Assets and Liabilities ( continued )


The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first half of 2017 , are presented in Table 15.10 .


Table 15.10: Changes in Level 3 Fair Value Assets and Liabilities on a Recurring Basis – Six months ended June 30, 2017

Balance,

beginning

of period


Total net gains

(losses) included in

Purchases,

sales,

issuances

and

settlements,

net (1)





Net unrealized

gains (losses)

included in

income related

to assets and

liabilities held

at period end


(in millions)

Net

income 


Other

compre-

hensive

income


Transfers

into

Level 3


Transfers

out of

Level 3


Balance,

end of

period


(2)

Six months ended June 30, 2017

Trading debt securities:

Securities of U.S. states and
political subdivisions

$

3


-


-


6


-


-


9


-


Collateralized loan obligations

309


(3

)

-


97


-


-


403


7


Corporate debt securities

34


1


-


(11

)

3


(1

)

26


-


Mortgage-backed securities

-


-


-


-


-


-


-


-


Asset-backed securities

-


-


-


-


-


-


-


-


Other trading debt securities

28


(3

)

-


-


-


-


25


(1

)

Total trading debt securities

374


(5

)

-


92


3


(1

)

463


6


(3)

Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

1,140


1


4


903


5


(496

)

1,557


-


Mortgage-backed securities:

Residential

1


-


-


-


-


-


1


-


Commercial

91


(6

)

(1

)

(9

)

-


-


75


(11

)

Total mortgage-backed securities

92


(6

)

(1

)

(9

)

-


-


76


(11

)

Corporate debt securities

432


(14

)

10


(52

)

-


-


376


-


Collateralized loan and other debt obligations

879


10


45


68


-


-


1,002


-


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


-


-


-


Other asset-backed securities

962


-


3


(93

)

-


-


872


-


Total asset-backed securities

962


-


3


(93

)

-


-


872


-


Total available-for-sale debt securities

3,505


(9

)

61


817


5


(496

)

3,883


(11

)

(4)

Mortgage loans held for sale

985


(10

)

-


(35

)

61


(6

)

995


(10

)

(5)

Loans held for sale

-


-


-


(2

)

16


-


14


-


Loans

758


(6

)

-


(309

)

-


-


443


(8

)

(5)

Mortgage servicing rights (residential) (6)

12,959


(1,134

)

-


964


-


-


12,789


(186

)

(5)

Net derivative assets and liabilities:

Interest rate contracts

121


467


-


(473

)

-


-


115


(7

)

Commodity contracts

23


2


-


(6

)

-


(2

)

17


14


Equity contracts

(267

)

(58

)

-


(43

)

(22

)

(81

)

(471

)

(189

)

Foreign exchange contracts

12


(8

)

-


-


-


-


4


(5

)

Credit contracts

77


35


-


(40

)

-


-


72


(32

)

Other derivative contracts

(47

)

14


-


(1

)

-


-


(34

)

14


Total derivative contracts

(81

)

452


-


(563

)

(22

)

(83

)

(297

)

(205

)

(7)

Equity securities:

Marketable

-


-


-


-


-


-


-


-


Nonmarketable

3,259


701


-


(1

)

1


-


3,960


711


Total equity securities

3,259


701


-


(1

)

1


-


3,960


711


(8)

Short sale liabilities

-


-


-


-


-


-


-


-


(3)

Other liabilities

(4

)

1


-


-


-


-


(3

)

-


(5)

(1)

See Table 15.11 for detail.

(2)

Represents only net gains (losses) that are due to changes in economic conditions and management's estimates of fair value and excludes changes due to the collection/realization of cash flows over time.

(3)

Included in net gains (losses) from trading activities in the income statement.

(4)

Included in net gains (losses) from debt securities in the income statement.

(5)

Included in mortgage banking and other noninterest income in the income statement.

(6)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).

(7)

Included in mortgage banking, trading activities, equity securities and other noninterest income in the income statement.

(8)

Included in net gains (losses) from equity securities in the income statement.

(continued on following page)


147


(continued from previous page)


Table 15.11 presents gross purchases, sales, issuances and settlements related to the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first half of 2017 .


Table 15.11: Gross Purchases, Sales, Issuances and Settlements – Level 3 – Six months ended June 30, 2017

(in millions)

Purchases


Sales


Issuances


Settlements


Net


Six months ended June 30, 2017

Trading debt securities:

Securities of U.S. states and political subdivisions

$

7


(1

)

-


-


6


Collateralized loan obligations

286


(129

)

-


(60

)

97


Corporate debt securities

9


(20

)

-


-


(11

)

Mortgage-backed securities

-


-


-


-


-


Asset-backed securities

-


-


-


-


-


Other trading debt securities

-


-


-


-


-


Total trading debt securities

302


(150

)

-


(60

)

92


Available-for-sale debt securities:

Securities of U.S. states and political subdivisions

-


-


1,001


(98

)

903


Mortgage-backed securities:

Residential

-


-


-


-


-


Commercial

-


-


-


(9

)

(9

)

Total mortgage-backed securities

-


-


-


(9

)

(9

)

Corporate debt securities

4


-


-


(56

)

(52

)

Collateralized loan and other debt obligations

129


-


-


(61

)

68


Asset-backed securities:

Automobile loans and leases

-


-


-


-


-


Other asset-backed securities

-


-


182


(275

)

(93

)

Total asset-backed securities

-


-


182


(275

)

(93

)

Total available-for-sale debt securities

133


-


1,183


(499

)

817


Mortgage loans held for sale

40


(244

)

239


(70

)

(35

)

Loans held for sale

-


-


-


(2

)

(2

)

Loans

3


(129

)

9


(192

)

(309

)

Mortgage servicing rights (residential) (1)

-


(55

)

1,019


-


964


Net derivative assets and liabilities:

Interest rate contracts

-


-


-


(473

)

(473

)

Commodity contracts

-


-


-


(6

)

(6

)

Equity contracts

-


(69

)

-


26


(43

)

Foreign exchange contracts

-


-


-


-


-


Credit contracts

4


(2

)

-


(42

)

(40

)

Other derivative contracts

-


-


-


(1

)

(1

)

Total derivative contracts

4


(71

)

-


(496

)

(563

)

Equity securities:

Marketable

-


-


-


-


-


Nonmarketable

-


(1

)

-


-


(1

)

Total equity securities

-


(1

)

-


-


(1

)

Short sale liabilities

-


-


-


-


-


Other liabilities

-


-


-


-


-


(1)

For more information on the changes in mortgage servicing rights, see Note 10 (Mortgage Banking Activities).


Table 15.12 and Table 15.13 provide quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities measured at fair value on a recurring basis for which we use an internal model.

The significant unobservable inputs for Level 3 assets and liabilities that are valued using fair values obtained from third party vendors are not included in the table, as the specific inputs applied are not provided by the vendor. In addition, the table excludes the valuation techniques and significant unobservable inputs for certain classes of Level 3 assets and liabilities measured using an internal model that we consider, both individually and in the aggregate, insignificant relative to our overall Level 3 assets and liabilities. We made this determination based upon an evaluation of each class, which considered the magnitude of the positions, nature of the unobservable inputs and potential for significant changes in fair value due to changes

in those inputs. For information on how changes in significant unobservable inputs affect the fair values of Level 3 assets and liabilities, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2017 Form 10-K. 


148

Note 15: Fair Values of Assets and Liabilities ( continued )


Table 15.12: Valuation Techniques – Recurring Basis –June 30, 2018


($ in millions, except cost to service amounts)

Fair Value Level 3


Valuation Technique(s)

Significant Unobservable Input

Range of Inputs 

Weighted

Average (1)


June 30, 2018

Trading and available-for-sale debt securities:

Securities of U.S. states and

political subdivisions:

Government, healthcare and

other revenue bonds

$

512


Discounted cash flow

Discount rate

1.8


-

6.3


%

3.0


Other municipal bonds

10


Discounted cash flow

Discount rate

4.9


-

4.9


4.9


40


Vendor priced

Collateralized loan and other debt

obligations (2)

291


Market comparable pricing

Comparability adjustment

(18.5

)

-

16.5


2.5


1,037


Vendor priced

Asset-backed securities:

Diversified payment rights (3)

213


Discounted cash flow

Discount rate

2.9


-

5.9


4.2


Other commercial and consumer

161


(4)

Discounted cash flow

Discount rate

4.1


-

5.6


4.4


Weighted average life

1.6


-

1.9


yrs

1.6


27


Vendor priced

Mortgage loans held for sale (residential)

969


Discounted cash flow

Default rate

0.0


-

8.6


%

1.0


Discount rate

1.1


-

7.1


5.7


Loss severity

0.0


-

44.9


25.4


Prepayment rate

3.1


-

13.7


5.4


17


Market comparable pricing

Comparability adjustment

(56.3

)

-

(25.0

)

(44.7

)

Loans

321


(5)

Discounted cash flow

Discount rate

3.3


-

7.2


4.2


Prepayment rate

4.3


-

100.0


90.9


Loss severity

0.0


-

34.6


8.5


Mortgage servicing rights (residential)

15,411


Discounted cash flow

Cost to service per loan (6)

$

77


-

528


131


Discount rate

7.1


-

13.5


%

7.3


Prepayment rate (7)

7.8


-

20.7


8.9


Net derivative assets and (liabilities):

Interest rate contracts

(65

)

Discounted cash flow

Default rate

0.1


-

5.0


2.1


Loss severity

50.0


-

50.0


50.0


Prepayment rate

2.8


-

12.5


10.6


Interest rate contracts: derivative loan

commitments

24


Discounted cash flow

Fall-out factor

1.0


-

99.0


15.5


Initial-value servicing

(49.6

)

-

69.7


bps

6.5


Equity contracts

133


Discounted cash flow

Conversion factor

(9.6

)

-

0.0


%

(8.7

)

Weighted average life

1.0


-

2.5


yrs

1.8


(472

)

Option model

Correlation factor

(77.0

)

-

99.0


%

28.0


Volatility factor

6.5


-

100.0


19.0


Credit contracts

(2

)

Market comparable pricing

Comparability adjustment

(24.9

)

-

37.9


0.1


26


Option model

Credit spread

0.0


-

8.2


0.6


Loss severity

13.0


-

60.0


52.6


Nonmarketable equity securities

8


Discounted cash flow

Discount rate

10.0


-

10.0


10.0


Volatility Factor

1.5


-

2.7


2.3


5,505


Market comparable pricing

Comparability adjustment

(21.9

)

-

(8.2

)

(16.4

)

293


Vendor priced

Insignificant Level 3 assets, net of liabilities

578


(8)

Total level 3 assets, net of liabilities

$

25,037


(9)

(1)

Weighted averages are calculated using outstanding unpaid principal balance for cash instruments, such as loans and securities, and notional amounts for derivative instruments.

(2)

Includes $1.0 billion of collateralized debt obligations.

(3)

Securities backed by specified sources of current and future receivables generated from foreign originators.

(4)

A significant portion of the balance consists of investments in asset-backed securities that are revolving in nature, for which the timing of advances and repayments of principal are uncertain.

(5)

Consists of reverse mortgage loans.

(6)

The high end of the range of inputs is for servicing modified loans. For non-modified loans the range is $77 - $239 .

(7)

Includes a blend of prepayment speeds and expected defaults. Prepayment speeds are influenced by mortgage interest rates as well as our estimation of drivers of borrower behavior.

(8)

Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes corporate debt securities, mortgage-backed securities, other trading positions, other liabilities and certain net derivative assets and liabilities, such as commodity contracts, foreign exchange contracts, and other derivative contracts.

(9)

Consists of total Level 3 assets of $27.1 billion and total Level 3 liabilities of $2.1 billion , before netting of derivative balances.



149


Table 15.13: Valuation Techniques – Recurring Basis –December 31, 2017


($ in millions, except cost to service amounts)

Fair Value Level 3


Valuation Technique(s)

Significant Unobservable Input

Range of Inputs 

Weighted

Average (1)


December 31, 2017

Trading and available-for-sale debt securities:

Securities of U.S. states and

political subdivisions:

Government, healthcare and

other revenue bonds

$

868


Discounted cash flow

Discount rate

1.7


-

5.8


%

2.7


Other municipal bonds

11


Discounted cash flow

Discount rate

4.7


-

4.9


4.8


49


Vendor priced

Collateralized loan and other debt

obligations (2)

354


Market comparable pricing

Comparability adjustment

(22.0

)

-

19.5


3.0


1,020


Vendor priced

Asset-backed securities:

Diversified payment rights (3)

292


Discounted cash flow

Discount rate

2.4


-

3.9


3.1


Other commercial and consumer

248


(4)

Discounted cash flow

Discount rate

3.7


-

5.2


3.9


Weighted average life

2.0


-

2.3


yrs

2.1


26


Vendor priced

Mortgage loans held for sale (residential)

974


Discounted cash flow

Default rate

0.0


-

7.1


%

1.3


Discount rate

2.6


-

7.3


5.6


Loss severity

0.1


-

41.4


19.6


Prepayment rate

6.5


-

15.9


9.1


24


Market comparable pricing

Comparability adjustment

(56.3

)

-

(6.3

)

(42.7

)

Loans

376


(5)

Discounted cash flow

Discount rate

3.1


-

7.5


4.2


Prepayment rate

8.7


-

100.0


91.9


Loss severity

0.0


-

33.9


6.6


Mortgage servicing rights (residential)

13,625


Discounted cash flow

Cost to service per loan (6)

$

78


-

587


143


Discount rate

6.6


-

12.9


%

6.9


Prepayment rate (7)

9.7


-

20.5


10.5


Net derivative assets and (liabilities):

Interest rate contracts

54


Discounted cash flow

Default rate

0.0


-

5.0


2.1


Loss severity

50.0


-

50.0


50.0


Prepayment rate

2.8


-

12.5


10.5


Interest rate contracts: derivative loan

commitments

17


Discounted cash flow

Fall-out factor

1.0


-

99.0


15.2


Initial-value servicing

(59.9

)

-

101.1


bps

2.7


Equity contracts

102


Discounted cash flow

Conversion factor

(9.7

)

-

0.0


%

(7.6

)

Weighted average life

0.5


-

3.0


yrs

1.6


(613

)

Option model

Correlation factor

(77.0

)

-

98.0


%

24.2


Volatility factor

5.7


-

95.5


19.2


Credit contracts

(3

)

Market comparable pricing

Comparability adjustment

(29.9

)

-

17.3


(0.2

)

39


Option model

Credit spread

0.0


-

63.7


1.3


Loss severity

13.0


-

60.0


50.7


Nonmarketable equity securities

8


Discounted cash flow

Discount rate

10.0


-

10.0


10.0


Volatility Factor

0.5


-

1.9


1.4


4,813


Market comparable pricing

Comparability adjustment

(21.1

)

-

(5.5

)

(15.0

)

Insignificant Level 3 assets, net of liabilities

570


(8)

Total level 3 assets, net of liabilities

$

22,854


(9)

(1)

Weighted averages are calculated using outstanding unpaid principal balance for cash instruments, such as loans and securities, and notional amounts for derivative instruments.

(2)

Includes $1.0 billion of collateralized debt obligations.

(3)

Securities backed by specified sources of current and future receivables generated from foreign originators.

(4)

A significant portion of the balance consists of investments in asset-backed securities that are revolving in nature, for which the timing of advances and repayments of principal are uncertain.

(5)

Consists of reverse mortgage loans.

(6)

The high end of the range of inputs is for servicing modified loans. For non-modified loans the range is $78 - $252 .

(7)

Includes a blend of prepayment speeds and expected defaults. Prepayment speeds are influenced by mortgage interest rates as well as our estimation of drivers of borrower behavior.

(8)

Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes corporate debt securities, mortgage-backed securities, other trading positions, other liabilities and certain net derivative assets and liabilities, such as commodity contracts, foreign exchange contracts, and other derivative contracts.

(9)

Consists of total Level 3 assets of $24.9 billion and total Level 3 liabilities of $2.0 billion , before netting of derivative balances.



150

Note 15: Fair Values of Assets and Liabilities ( continued )


The valuation techniques used for our Level 3 assets and liabilities, as presented in the previous tables, are described as follows: 

Discounted cash flow – Discounted cash flow valuation techniques generally consist of developing an estimate of future cash flows that are expected to occur over the life of an instrument and then discounting those cash flows at a rate of return that results in the fair value amount.

Market comparable pricing – Market comparable pricing valuation techniques are used to determine the fair value of certain instruments by incorporating known inputs, such as recent transaction prices, pending transactions, or prices of other similar investments that require significant adjustment to reflect differences in instrument characteristics.

Option model – Option model valuation techniques are generally used for instruments in which the holder has a contingent right or obligation based on the occurrence of a future event, such as the price of a referenced asset going above or below a predetermined strike price. Option models estimate the likelihood of the specified event occurring by incorporating assumptions such as volatility estimates, price of the underlying instrument and expected rate of return.

Vendor-priced  – Prices obtained from third party pricing vendors or brokers that are used to record the fair value of the asset or liability for which the related valuation technique and significant unobservable inputs are not provided.

Significant unobservable inputs presented in the previous tables are those we consider significant to the fair value of the Level 3 asset or liability. We consider unobservable inputs to be significant if by their exclusion the fair value of the Level 3 asset or liability would be impacted by a predetermined percentage change. We also consider qualitative factors, such as nature of the instrument, type of valuation technique used, and the significance of the unobservable inputs relative to other inputs used within the valuation. Following is a description of the significant unobservable inputs provided in the table. 

Comparability adjustment – is an adjustment made to observed market data, such as a transaction price in order to reflect dissimilarities in underlying collateral, issuer, rating, or other factors used within a market valuation approach, expressed as a percentage of an observed price.

Conversion Factor – is the risk-adjusted rate in which a particular instrument may be exchanged for another instrument upon settlement, expressed as a percentage change from a specified rate.

Correlation factor – is the likelihood of one instrument changing in price relative to another based on an established relationship expressed as a percentage of relative change in price over a period over time.


Cost to service – is the expected cost per loan of servicing a portfolio of loans, which includes estimates for unreimbursed expenses (including delinquency and foreclosure costs) that may occur as a result of servicing such loan portfolios.

Credit spread – is the portion of the interest rate in excess of a benchmark interest rate, such as Overnight Index Swap (OIS), LIBOR or U.S. Treasury rates, that when applied to an investment captures changes in the obligor's creditworthiness.

Default rate – is an estimate of the likelihood of not collecting contractual amounts owed expressed as a constant default rate (CDR).

Discount rate – is a rate of return used to calculate the present value of the future expected cash flow to arrive at the fair value of an instrument. The discount rate consists of a benchmark rate component and a risk premium component. The benchmark rate component, for example, OIS, LIBOR or U.S. Treasury rates, is generally observable within the market and is necessary to appropriately reflect the time value of money. The risk premium component reflects the amount of compensation market participants require due to the uncertainty inherent in the instruments' cash flows resulting from risks such as credit and liquidity.

Fall-out factor – is the expected percentage of loans associated with our interest rate lock commitment portfolio that are likely of not funding.

Initial-value servicing – is the estimated value of the underlying loan, including the value attributable to the embedded servicing right, expressed in basis points of outstanding unpaid principal balance.

Loss severity – is the estimated percentage of contractual cash flows lost in the event of a default.

Prepayment rate – is the estimated rate at which forecasted prepayments of principal of the related loan or debt instrument are expected to occur, expressed as a constant prepayment rate (CPR).

Volatility factor – is the extent of change in price an item is estimated to fluctuate over a specified period of time expressed as a percentage of relative change in price over a period over time.

Weighted average life – is the weighted average number of years an investment is expected to remain outstanding based on its expected cash flows reflecting the estimated date the issuer will call or extend the maturity of the instrument or otherwise reflecting an estimate of the timing of an instrument's cash flows whose timing is not contractually fixed.



151


Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of LOCOM accounting, write-downs of individual assets or

commencing in 2018 with adoption of ASU 2016-01, use of the measurement alternative for nonmarketable equity securities. Table 15.14 provides the fair value hierarchy and carrying amount of all assets that were still held as of June 30, 2018 , and December 31, 2017 , and for which a nonrecurring fair value adjustment was recorded during the periods presented.

Table 15.14: Fair Value on a Nonrecurring Basis

June 30, 2018

December 31, 2017

(in millions)

Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3


Total


Mortgage loans held for sale (LOCOM) (1)

$

-


1,861


1,262


3,123


-


1,646


1,333


2,979


Loans held for sale

-


1,880


-


1,880


-


108


-


108


Loans:

Commercial

-


298


-


298


-


374


-


374


Consumer

-


243


4


247


-


502


10


512


Total loans (2)

-


541


4


545


-


876


10


886


Nonmarketable equity securities (3)

-


522


180


702


-


-


136


136


Other assets (4)

-


184


7


191


-


177


161


338


Total assets at fair value on a nonrecurring basis (5)

$

-


4,988


1,453


6,441


-


2,807


1,640


4,447


(1)

Consists of commercial mortgages and residential real estate 1-4 family first mortgage loans.

(2)

Represents the carrying value of loans for which nonrecurring adjustments are based on the appraised value of the collateral.

(3)

Consists of certain nonmarketable equity securities that are measured at fair value on a nonrecurring basis, including observable price adjustments for nonmarketable equity securities carried under the measurement alternative.

(4)

Includes the fair value of foreclosed real estate, other collateral owned and operating lease assets.

(5)

Prior period balances exclude $6 million of nonmarketable equity securities at NAV.

Table 15.15 presents the increase (decrease) in value of certain assets held at the end of the respective reporting periods presented for which a nonrecurring fair value adjustment was recognized during the periods presented.

Table 15.15: Change in Value of Assets with Nonrecurring Fair Value Adjustment

Six months ended June 30,

(in millions)

2018


2017


Mortgage loans held for sale (LOCOM)

$

13


14


Loans held for sale

(78

)

(1

)

Loans:

Commercial

(138

)

(186

)

Consumer

(185

)

(261

)

Total loans (1)

(323

)

(447

)

Nonmarketable equity securities (2)

(17

)

(9

)

Other assets (3)

(30

)

(57

)

Total

$

(435

)

(500

)

(1)

Represents write-downs of loans based on the appraised value of the collateral.

(2)

Includes impairment losses and observable price adjustments for certain nonmarketable equity securities.

(3)

Includes the losses on foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.



152

Note 15: Fair Values of Assets and Liabilities ( continued )


Table 15.16 provides quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets that are measured at fair value on a nonrecurring basis using an internal model. The table is limited to financial instruments that had nonrecurring fair value adjustments during the periods presented.

We have excluded from the table valuation techniques and significant unobservable inputs for certain classes of Level 3

assets measured using an internal model that we consider, both individually and in the aggregate, insignificant relative to our overall Level 3 nonrecurring measurements. We made this determination based upon an evaluation of each class that considered the magnitude of the positions, nature of the unobservable inputs and potential for significant changes in fair value due to changes in those inputs.

Table 15.16: Valuation Techniques – Nonrecurring Basis

($ in millions)

Fair Value

Level 3


Valuation Technique(s) (1)

Significant

Unobservable Inputs (1)

Range of inputs

Weighted

Average (2)


June 30, 2018

Residential mortgage loans held for sale (LOCOM)

$

1,262


(3)

Discounted cash flow

Default rate

(4)

0.1

-

2.4

%

1.7

%

Discount rate

1.5

-

8.5


3.9


Loss severity

0.6

-

63.7


2.0


Prepayment rate

(5)

6.1

-

100.0


47.8


Nonmarketable equity securities

-


Discounted cash flow

Discount rate

-

-

-


-


Insignificant level 3 assets

191


Total

$

1,453


December 31, 2017

Residential mortgage loans held for sale (LOCOM)

$

1,333


(3)

Discounted cash flow

Default rate

(4)

0.1

-

4.1

%

1.7

%

Discount rate

1.5

-

8.5


3.8


Loss severity

0.7

-

52.9


2.2


Prepayment rate

(5)

5.4

-

100.0


50.6


Nonmarketable equity securities

122


Discounted cash flow

Discount rate

5.0

-

10.5


10.2


Insignificant level 3 assets

185


Total

$

1,640


(1)

Refer to the narrative following Table 15.13 for a definition of the valuation technique(s) and significant unobservable inputs.

(2)

For residential MLHFS, weighted averages are calculated using the outstanding unpaid principal balance of the loans.

(3)

Consists of approximately $1.2 billion and $1.3 billion of government insured/guaranteed loans purchased from GNMA-guaranteed mortgage securitizations at June 30, 2018 , and December 31, 2017 , respectively, and $25 million and $26 million of other mortgage loans that are not government insured/guaranteed at June 30, 2018 and December 31, 2017 , respectively.

(4)

Applies only to non-government insured/guaranteed loans.

(5)

Includes the impact on prepayment rate of expected defaults for government insured/guaranteed loans, which impact the frequency and timing of early resolution of loans.



153


Fair Value Option

The fair value option is an irrevocable election, generally only permitted upon initial recognition of financial assets or liabilities, to measure eligible financial instruments at fair value with changes in fair value reflected in earnings. We may elect the fair value option to align the measurement model with how the financial assets or liabilities are managed or to reduce complexity or accounting asymmetry. For more information, including the

basis for our fair value option elections, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2017 Form 10-K.

Table 15.17 reflects differences between the fair value carrying amount of the assets for which we have elected the fair value option and the contractual aggregate unpaid principal amount at maturity.

Table 15.17: Fair Value Option

June 30, 2018

December 31, 2017

(in millions)

Fair value

carrying

amount


Aggregate

unpaid

principal


Fair value

carrying

amount

less

aggregate

unpaid

principal


Fair value

carrying

amount


Aggregate

unpaid

principal


Fair value

carrying

amount

less

aggregate

unpaid

principal


Mortgage loans held for sale:

Total loans

$

16,586


16,353


233


16,116


15,827


289


Nonaccrual loans

123


161


(38

)

127


165


(38

)

Loans 90 days or more past due and still accruing

8


11


(3

)

16


21


(5

)

Loans held for sale:

Total loans

1,350


1,404


(54

)

1,023


1,075


(52

)

Nonaccrual loans

27


49


(22

)

34


56


(22

)

Loans:

Total loans

321


353


(32

)

376


404


(28

)

Nonaccrual loans

228


259


(31

)

253


281


(28

)

Equity securities (1)

5,548


N/A


N/A


4,867


N/A


N/A


(1)

Consists of nonmarketable equity securities carried at fair value.



154

Note 15: Fair Values of Assets and Liabilities ( continued )


The assets accounted for under the fair value option are initially measured at fair value. Gains and losses from initial measurement and subsequent changes in fair value are recognized in earnings. The changes in fair value related to initial

measurement and subsequent changes in fair value included in earnings for these assets measured at fair value are shown in Table 15.18 by income statement line item.

Table 15.18: Fair Value Option – Changes in Fair Value Included in Earnings

2018

2017

(in millions)

Mortgage banking noninterest income


Net gains

(losses)

from

trading

activities


Other

noninterest

income


Mortgage

banking

noninterest

income


Net gains

(losses)

from

trading

activities


Other

noninterest

income


Quarter ended June 30,






Mortgage loans held for sale

$

114


-


-


288


-


-


Loans held for sale

-


9


-


-


11


1


Loans

-


-


-


-


-


-


Equity securities

-


-


593


-


-


221


Other interests held (1)

-


(1

)

-


-


(2

)

-


Six months ended June 30,

Mortgage loans held for sale

$

55


-


-


567


-


-


Loans held for sale

-


15


-


-


36


1


Loans

-


-


(1

)

-


-


-


Equity securities

-


-


694


-


-


711


Other interests held (1)

-


(2

)

-


-


(4

)

-


(1)

Includes retained interests in securitizations.


For performing loans, instrument-specific credit risk gains or losses were derived principally by determining the change in fair value of the loans due to changes in the observable or implied credit spread. Credit spread is the market yield on the loans less the relevant risk-free benchmark interest rate. For

nonperforming loans, we attribute all changes in fair value to instrument-specific credit risk. Table 15.19 shows the estimated gains and losses from earnings attributable to instrument-specific credit risk related to assets accounted for under the fair value option.

Table 15.19: Fair Value Option – Gains/Losses Attributable to Instrument-Specific Credit Risk

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Gains (losses) attributable to instrument-specific credit risk:



Mortgage loans held for sale

$

(2

)

(4

)

(1

)

(5

)

Loans held for sale

9


11


15


36


Total

$

7


7


14


31



Disclosures about Fair Value of Financial Instruments

Table 15.20 is a summary of fair value estimates for financial instruments, excluding financial instruments recorded at fair value on a recurring basis, as they are included within Table 15.2 in this Note. In connection with the adoption of ASU 2016-01 in first quarter 2018, the valuation methodologies for estimating the fair value of financial instruments in Table 15.20 have been changed, where necessary, to conform with an exit price notion . Under an exit price notion, fair value estimates are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date. For certain loans and deposit liabilities, the estimated fair values prior to adoption of ASU 2016-01 followed an entrance price notion that based fair values on recent prices offered to customers for loans and deposits with similar characteristics. The carrying amounts in the following table are recorded on the balance sheet under the indicated captions.

We have not included assets and liabilities that are not financial instruments in our disclosure, such as the value of the long-term relationships with our deposit, credit card and trust

customers, amortized MSRs, premises and equipment, goodwill and other intangibles, deferred taxes and other liabilities.

The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.


155


Table 15.20: Fair Value Estimates for Financial Instruments


Estimated fair value

(in millions)

Carrying amount


Level 1


Level 2


Level 3


Total


June 30, 2018

Financial assets

Cash and due from banks (1)

$

20,450


20,450


-


-


20,450


Interest-earning deposits with banks (1)

142,999


142,832


167


-


142,999


Federal funds sold and securities purchased under resale agreements (1)

80,184


-


80,184


-


80,184


Held-to-maturity debt securities

144,206


43,945


95,924


502


140,371


Mortgage loans held for sale

4,923


-


3,665


1,262


4,927


Loans held for sale

2,058


-


2,058


-


2,058


Loans, net (2)(3)

914,443


-


47,963


869,895


917,858


Nonmarketable equity securities (cost method) (4)

5,673


-


-


5,705


5,705


Total financial assets

$

1,314,936


207,227


229,961


877,364


1,314,552


Financial liabilities

Deposits (3)(5)

$

122,919


-


102,658


20,108


122,766


Short-term borrowings

104,496


-


104,496


-


104,496


Long-term debt (6)

219,246


-


218,979


1,922


220,901


Total financial liabilities

$

446,661



-



426,133



22,030


448,163


December 31, 2017

Financial assets

Cash and due from banks (1)

$

23,367


23,367


-


-


23,367


Interest-earning deposits with banks (1)

192,580


192,455


125


-


192,580


Federal funds sold and securities purchased under resale agreements (1)

80,025


1,002


78,954


69


80,025


Held-to-maturity securities

139,335


44,806


93,694


485


138,985


Mortgage loans held for sale

3,954


-


2,625


1,333


3,958


Loans held for sale

108


-


108


-


108


Loans, net (2)(3)

926,273


-


51,713


886,622


938,335


Nonmarketable equity securities (cost method)

7,136


-


23


7,605


7,628


Total financial assets (7)

$

1,372,778


261,630


227,242


896,114


1,384,986


Financial liabilities

Deposits (3)(5)

$

128,594


-


108,146


19,768


127,914


Short-term borrowings

103,256


-


103,256


-


103,256


Long-term debt (6)

224,981


-


227,109


3,159


230,268


Total financial liabilities

$

456,831



-



438,511



22,927


461,438


(1)

Amounts consist of financial instruments for which carrying value approximates fair value.

(2)

Excludes lease financing with a carrying amount of $19.6 billion and $19.4 billion at June 30, 2018 , and December 31, 2017 , respectively.

(3)

In connection with the adoption of ASU 2016-01, the valuation methodologies used to estimate the fair value at June 30, 2018 , for a portion of loans and deposit liabilities with a defined or contractual maturity has been changed to conform to an exit price notion. The fair value estimates at December 31, 2017 have not been revised to reflect application of the modified methodology.

(4)

Excludes $1.4 billion of nonmarketable equity securities accounted for under the measurement alternative at June 30, 2018 , that were accounted for under the cost method in prior periods.

(5)

Excludes deposit liabilities with no defined or contractual maturity of $1.1 trillion and $1.2 trillion at June 30, 2018 and December 31, 2017 , respectively.

(6)

Excludes capital lease obligations under capital leases of $38 million and $39 million at June 30, 2018 , and December 31, 2017 , respectively.

(7)

Excludes $27 million of carrying value and $30 million of fair value relating to nonmarketable equity securities at NAV at December 31, 2017 .

Loan commitments, standby letters of credit and commercial and similar letters of credit are not included in the table above. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the allowance for unfunded credit commitments, which totaled $1.0 billion at both June 30, 2018 , and December 31, 2017 .


156

Note 16: Preferred Stock ( continued )


Note 16:  Preferred Stock

We are authorized to issue 20 million shares of preferred stock and 4 million shares of preference stock, both without par value. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference but have no general voting rights. We have not issued any preference shares under

this authorization. If issued, preference shares would be limited to one vote per share. Our total authorized, issued and outstanding preferred stock is presented in the following two tables along with the Employee Stock Ownership Plan (ESOP) Cumulative Convertible Preferred Stock.


Table 16.1: Preferred Stock Shares

June 30, 2018

December 31, 2017

Liquidation

preference

per share


Shares

authorized

and designated


Liquidation

preference

per share


Shares

authorized

and designated


DEP Shares





Dividend Equalization Preferred Shares (DEP)

$

10


97,000


$

10


97,000


Series I

Floating Class A Preferred Stock

100,000


25,010


100,000


25,010


Series J

8.00% Non-Cumulative Perpetual Class A Preferred Stock

1,000


2,300,000


1,000


2,300,000


Series K (1)

Floating Non-Cumulative Perpetual Class A Preferred Stock

1,000


3,500,000


1,000


3,500,000


Series L

7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock

1,000


4,025,000


1,000


4,025,000


Series N

5.20% Non-Cumulative Perpetual Class A Preferred Stock

25,000


30,000


25,000


30,000


Series O

5.125% Non-Cumulative Perpetual Class A Preferred Stock

25,000


27,600


25,000


27,600


Series P

5.25% Non-Cumulative Perpetual Class A Preferred Stock

25,000


26,400


25,000


26,400


Series Q

5.85% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

25,000


69,000


25,000


69,000


Series R

6.625% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

25,000


34,500


25,000


34,500


Series S

5.90% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

25,000


80,000


25,000


80,000


Series T

6.00% Non-Cumulative Perpetual Class A Preferred Stock

25,000


32,200


25,000


32,200


Series U

5.875% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

25,000


80,000


25,000


80,000


Series V

6.00% Non-Cumulative Perpetual Class A Preferred Stock

25,000


40,000


25,000


40,000


Series W

5.70% Non-Cumulative Perpetual Class A Preferred Stock

25,000


40,000


25,000


40,000


Series X

5.50% Non-Cumulative Perpetual Class A Preferred Stock

25,000


46,000


25,000


46,000


Series Y

5.625% Non-Cumulative Perpetual Class A Preferred Stock

25,000


27,600


25,000


27,600


ESOP

Cumulative Convertible Preferred Stock (2)

-


1,934,853


-


1,556,104


Total

12,415,163


12,036,414


(1)

Effective for the June 15, 2018 dividend payment, Preferred Stock, Series K, converted from a fixed to a floating coupon.

(2)

See the ESOP Cumulative Convertible Preferred Stock section in this Note for additional information about the liquidation preference for the ESOP Cumulative Convertible Preferred Stock.


157


Table 16.2: Preferred Stock – Shares Issued and Carrying Value

June 30, 2018

December 31, 2017

(in millions, except shares)

Shares

issued and

outstanding


Liquidation preference

value


Carrying

value


Discount


Shares

issued and

outstanding


Liquidation preference

value


Carrying

value


Discount


DEP Shares









Dividend Equalization Preferred Shares (DEP)

96,546


$

-


-


-


96,546


$

-


-


-


Series I  (1)

Floating Class A Preferred Stock

25,010


2,501


2,501


-


25,010


2,501


2,501


-


Series J  (1) 

8.00% Non-Cumulative Perpetual Class A Preferred Stock

2,150,375


2,150


1,995


155


2,150,375


2,150


1,995


155


Series K  (1)(2)

Floating Non-Cumulative Perpetual Class A Preferred Stock

3,352,000


3,352


2,876


476


3,352,000


3,352


2,876


476


Series L  (1) 

7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock

3,968,000


3,968


3,200


768


3,968,000


3,968


3,200


768


Series N  (1) 

5.20% Non-Cumulative Perpetual Class A Preferred Stock

30,000


750


750


-


30,000


750


750


-


Series O  (1) 

5.125% Non-Cumulative Perpetual Class A Preferred Stock

26,000


650


650


-


26,000


650


650


-


Series P  (1) 

5.25% Non-Cumulative Perpetual Class A Preferred Stock

25,000


625


625


-


25,000


625


625


-


Series Q  (1)

5.85% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

69,000


1,725


1,725


-


69,000


1,725


1,725


-


Series R  (1)

6.625% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

33,600


840


840


-


33,600


840


840


-


Series S  (1)

5.90% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

80,000


2,000


2,000


-


80,000


2,000


2,000


-


Series T  (1)

6.00% Non-Cumulative Perpetual Class A Preferred Stock

32,000


800


800


-


32,000


800


800


-


Series U (1)

5.875% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock

80,000


2,000


2,000


-


80,000


2,000


2,000


-


Series V  (1)

6.00% Non-Cumulative Perpetual Class A Preferred Stock

40,000


1,000


1,000


-


40,000


1,000


1,000


-


Series W  (1)

5.70% Non-Cumulative Perpetual Class A Preferred Stock

40,000


1,000


1,000


-


40,000


1,000


1,000


-


Series X (1)

5.50% Non-Cumulative Perpetual Class A Preferred Stock

46,000


1,150


1,150


-


46,000


1,150


1,150


-


Series Y (1)

5.625% Non-Cumulative Perpetual Class A Preferred Stock

27,600


690


690


-


27,600


690


690


-


ESOP

Cumulative Convertible Preferred Stock

1,934,853


1,935


1,935


-


1,556,104


1,556


1,556


-


Total

12,055,984


$

27,136


25,737


1,399


11,677,235


$

26,757


25,358


1,399


(1)

Preferred shares qualify as Tier 1 capital.

(2)

Effective June 15, 2018, Preferred Stock, Series K, converted from a fixed to a floating coupon.


See Note 9 (Securitizations and Variable Interest Entities) for additional information on our trust preferred securities.



158

Note 16: Preferred Stock ( continued )


ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK All shares of our ESOP Cumulative Convertible Preferred Stock (ESOP Preferred Stock) were issued to a trustee acting on behalf of the Wells Fargo & Company 401(k) Plan (the 401(k) Plan). Dividends on the ESOP Preferred Stock are cumulative from the date of initial issuance and are payable quarterly at annual rates based upon the year of issuance. Each share of ESOP Preferred Stock released from the unallocated reserve of the 401(k) Plan is converted into shares of our common stock based on the stated

value of the ESOP Preferred Stock and the then current market price of our common stock. The ESOP Preferred Stock is also convertible at the option of the holder at any time, unless previously redeemed. We have the option to redeem the ESOP Preferred Stock at any time, in whole or in part, at a redemption price per share equal to the higher of (a) $1,000 per share plus accrued and unpaid dividends or (b) the fair market value, as defined in the Certificates of Designation for the ESOP Preferred Stock.

Table 16.3: ESOP Preferred Stock

Shares issued and outstanding

Carrying value

Adjustable dividend rate

(in millions, except shares)

Jun 30,
2018


Dec 31,
2017


Jun 30,
2018


Dec 31,
2017


Minimum


Maximum

ESOP Preferred Stock

$1,000 liquidation preference per share

2018

865,338


-


$

865


-


7.00

%

8.00

2017

222,210


273,210


222


273


7.00


8.00

2016

233,835


322,826


234


323


9.30


10.30

2015

144,338


187,436


144


187


8.90


9.90

2014

174,151


237,151


174


237


8.70


9.70

2013

133,948


201,948


134


202


8.50


9.50

2012

77,634


128,634


78


129


10.00


11.00

2011

61,796


129,296


62


129


9.00


10.00

2010

21,603


75,603


22


76


9.50


10.50

Total ESOP Preferred Stock (1)

1,934,853


1,556,104


$

1,935


1,556


Unearned ESOP shares (2)

$

(2,051

)

(1,678

)

(1)

At June 30, 2018 and December 31, 2017 , additional paid-in capital included $116 million and $122 million , respectively, related to ESOP preferred stock.

(2)

We recorded a corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock are committed to be released.



159


Note 17: Revenue from Contracts with Customers


Our revenue includes net interest income on financial instruments and noninterest income. Table 17.1 presents our revenue by operating segment. The other segment for each of the tables below includes the elimination of certain items that are included in more than one business segment, most of which represents products and services for WIM customers served

through Community Banking distribution channels. For additional description of our operating segments, including additional financial information and the underlying management accounting process, see Note 21 (Operating Segments) to Financial Statements in this Report.

Table 17.1 : Revenue by Operating Segment

Quarter ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Net interest income (1)

$

7,346


7,133


4,693


4,809


1,111


1,171


(609

)

(642

)

12,541


12,471


Noninterest income:

Service charges on deposit accounts

632


725


530


550


5


5


(4

)

(4

)

1,163


1,276


Trust and investment fees:

Brokerage advisory, commissions and other fees

465


452


78


82


2,284


2,255


(473

)

(460

)

2,354


2,329


Trust and investment management

220


215


110


132


731


712


(226

)

(222

)

835


837


Investment banking

-


(20

)

485


483


1


-


-


-


486


463


Total trust and investment fees

685


647


673


697


3,016


2,967


(699

)

(682

)

3,675


3,629


Card fees

904


929


96


89


2


2


(1

)

(1

)

1,001


1,019


Other fees:

Charges and fees on loans (1)

69


79


235


246


1


1


(1

)

(1

)

304


325


Cash network fees

118


131


2


3


-


-


-


-


120


134


Commercial real estate brokerage commissions

-


-


109


102


-


-


-


-


109


102


Letters of credit fees (1)

-


2


72


74


1


1


(1

)

(1

)

72


76


Wire transfer and other remittance fees

67


61


53


50


2


2


(1

)

(1

)

121


112


All other fees

94


122


25


31


1


-


-


-


120


153


Total other fees

348


395


496


506


5


4


(3

)

(3

)

846


902


Mortgage banking (1)

695


1,038


75


110


(2

)

(2

)

2


2


770


1,148


Insurance (1)

16


35


78


236


18


22


(10

)

(13

)

102


280


Net gains (losses) from trading activities (1)

24


(33

)

154


168


13


16


-


-


191


151


Net gains (losses) on debt securities (1)

(2

)

184


42


(64

)

1


-


-


-


41


120


Net gains from equity securities (1)

409


222


89


16


(203

)

36


-


-


295


274


Lease income (1)

-


-


443


493


-


-




443


493


Other income of the segment (1)

749


680


(172

)

(131

)

(15

)

5


(77

)

(82

)

485


472


Total noninterest income

4,460


4,822


2,504


2,670


2,840


3,055


(792

)

(783

)

9,012


9,764


Revenue

$

11,806


11,955


7,197


7,479


3,951


4,226


(1,401

)

(1,425

)

21,553


22,235


Six months ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Net interest income (1)

$

14,541


14,265


9,225


9,490


2,223


2,312


(1,210

)

(1,272

)

24,779


24,795


Noninterest income:

Service charges on deposit accounts

1,271


1,467


1,064


1,120


9


10


(8

)

(8

)

2,336


2,589


Trust and investment fees:

Brokerage advisory, commissions and other fees

943


896


145


166


4,628


4,500


(959

)

(909

)

4,757


4,653


Trust and investment management

453


433


223


261


1,474


1,419


(465

)

(447

)

1,685


1,666


Investment banking

(10

)

(47

)

925


928


1


(1

)

-


-


916


880


Total trust and investment fees

1,386


1,282


1,293


1,355


6,103


5,918


(1,424

)

(1,356

)

7,358


7,199


Card fees

1,725


1,794


183


169


3


3


(2

)

(2

)

1,909


1,964


Other fees:

Charges and fees on loans (1)

143


163


462


469


2


2


(2

)

(2

)

605


632


Cash network fees

243


254


3


6


-


-


-


-


246


260


Commercial real estate brokerage commissions

-


-


194


183


-


-


-


-


194


183


Letters of credit fees (1)

2


3


149


147


2


2


(2

)

(2

)

151


150


Wire transfer and other remittance fees

130


118


105


99


4


4


(2

)

(2

)

237


219


All other fees

157


252


55


70


1


1


-


-


213


323


Total other fees

675


790


968


974


9


9


(6

)

(6

)

1,646


1,767


Mortgage banking (1)

1,537


2,144


168


233


(5

)

(4

)

4


3


1,704


2,376


Insurance (1)

44


69


157


470


36


42


(21

)

(24

)

216


557


Net gains (losses) from trading activities (1)

23


(85

)

379


458


32


50


-


-


434


423


Net gains (losses) on debt securities (1)

(2

)

286


43


(130

)

1


-


-


-


42


156


Net gains from equity securities (1)

1,093


690


182


52


(197

)

102


-


-


1,078


844


Lease income (1)

-


-


898


974


-


-


-


-


898


974


Other income of the segment (1)

1,343


1,076


(84

)

(109

)

(21

)

41


(151

)

(162

)

1,087


846


Total noninterest income

9,095


9,513


5,251


5,566


5,970


6,171


(1,608

)

(1,555

)

18,708


19,695


Revenue

$

23,636


23,778


14,476


15,056


8,193


8,483


(2,818

)

(2,827

)

43,487


44,490


(1)

These revenues are not within the scope of ASU 2014-09 – Revenue from Contracts with Customers , and additional details are included in other footnotes to our financial statements. The scope explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, securities, and derivatives.


160

Note 17: Revenue from Contracts with Customers ( continued )


Following is a discussion of key revenues within the scope of ASU 2014-09 – Revenue from Contracts with Customers ("the new revenue guidance"). We provide services to customers which have related performance obligations that we complete to recognize revenue. Our revenues are generally recognized either immediately upon the completion of our service or over time as we perform services. Any services performed over time generally require that we render services each period and therefore we measure our progress in completing these services based upon the passage of time.


SERVICE CHARGES ON DEPOSIT ACCOUNTS are earned on depository accounts for commercial and consumer customers and

include fees for account and overdraft services. Account charges include fees for periodic account maintenance activities and event-driven services such as stop payment fees. Our obligation for event-driven services is satisfied at the time of the event when the service is delivered, while our obligation for maintenance services is satisfied over the course of each month. Our obligation for overdraft services is satisfied at the time of the overdraft.

Table 17.2 presents our service charges on deposit accounts by operating segment.


Table 17.2 : Service Charges on Deposit Accounts by Operating Segment

Quarter ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Overdraft fees

$

416


484


1


1


1


1


-


-


418


486


Account charges

216


241


529


549


4


4


(4

)

(4

)

745


790


Service charges on deposit accounts

$

632


725


530


550


5


5


(4

)

(4

)

1,163


1,276


Six months ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Overdraft fees

$

828


968


3


3


1


1


-


-


832


972


Account charges

443


499


1,061


1,117


8


9


(8

)

(8

)

1,504


1,617


Service charges on deposit accounts

$

1,271


1,467


1,064


1,120


9


10


(8

)

(8

)

2,336


2,589


BROKERAGE ADVISORY, COMMISSIONS AND OTHER FEES are earned for providing full-service and discount brokerage services predominantly to retail brokerage clients. These revenues include fees earned on asset-based and transactional accounts and other brokerage advisory services.

Asset-based revenues are charged based on the market value of the client's assets. The services and related obligations associated with certain of these revenues, which include investment advice, active management of client assets, or assistance with selecting and engaging a third-party advisory manager, are generally satisfied over a month or quarter. The remaining revenues include trailing commissions which are earned for selling shares to investors. Our obligation associated with earning trailing commissions is satisfied at the time shares are sold. However, these fees are received and recognized over time during the period the customer owns the shares and we remain the broker of record. The amount of trailing commissions is variable based on the length of time the customer holds the shares and on changes in the value of the underlying assets.

Transactional revenues are earned for executing transactions at the client's direction. Our obligation is generally satisfied upon the execution of the transaction and the fees are based on the size and number of transactions executed.

Other revenues earned from other brokerage advisory services include omnibus and networking fees received from mutual fund companies in return for providing record keeping and other administrative services, and annual account maintenance fees charged to customers.


161


Table 17.3 presents our brokerage advisory, commissions and other fees by operating segment.

Table 17.3 : Brokerage Advisory, Commissions and Other Fees by Operating Segment

Quarter ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Asset-based revenue (1)

$

365


340


-


-


1,722


1,642


(365

)

(339

)

1,722


1,643


Transactional revenue

83


94


16


14


400


456


(92

)

(103

)

407


461


Other revenue

17


18


62


68


162


157


(16

)

(18

)

225


225


Brokerage advisory, commissions and other fees

$

465


452


78


82


2,284


2,255


(473

)

(460

)

2,354


2,329


Six months ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Asset-based revenue (1)

$

736


666


-


-


3,465


3,241


(736

)

(665

)

3,465


3,242


Transactional revenue

176


194


28


24


839


935


(192

)

(208

)

851


945


Other revenue

31


36


117


142


324


324


(31

)

(36

)

441


466


Brokerage advisory, commissions and other fees

$

943


896


145


166


4,628


4,500


(959

)

(909

)

4,757


4,653


(1)

We earned trailing commissions of $321 million and $652 million in the second quarter and first half of 2018, respectively, and $333 million and $664 million for the second quarter and first half of 2017, respectively.

TRUST AND INVESTMENT MANAGEMENT FEES are earned for providing trust, investment management and other related services.

Investment management services include managing and administering assets, including mutual funds, and institutional separate accounts. Fees for these services are generally determined based on a tiered scale relative to the market value of assets under management (AUM). In addition to AUM we have client assets under administration (AUA) that earn various administrative fees which are generally based on the extent of the services provided to administer the account. Services with AUM and AUA-based fees are generally performed over time.

Trust services include acting as a trustee or agent for corporate trust, personal trust, and agency assets. Obligations for trust services are generally satisfied over time, while obligations for activities that are transactional in nature are satisfied at the time of the transaction.

Other related services include the custody and safekeeping of accounts. Our obligation for these services is generally satisfied over time.

Table 17.4 presents our trust and investment management fees by operating segment.



Table 17.4 : Trust and Investment Management Fees by Operating Segment

Quarter ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Investment management fees

$

-


1


-


-


531


517


-


-


531


518


Trust fees

232


214


82


107


185


193


(226

)

(222

)

273


292


Other revenue

(12

)

-


28


25


15


2


-


-


31


27


Trust and investment management fees

$

220


215


110


132


731


712


(226

)

(222

)

835


837


Six months ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Investment management fees

$

-


2


-


-


1,065


1,017


-


-


1,065


1,019


Trust fees

453


431


168


211


373


377


(465

)

(447

)

529


572


Other revenue

-


-


55


50


36


25


-


-


91


75


Trust and investment management fees

$

453


433


223


261


1,474


1,419


(465

)

(447

)

1,685


1,666



162

Note 17: Revenue from Contracts with Customers ( continued )


INVESTMENT BANKING FEES are earned for underwriting debt and equity securities, arranging loan syndications and performing other advisory services. Our obligation for these services is generally satisfied at closing of the transaction.


CARD FEES include credit and debit card interchange and network revenues and various card-related fees. Card-related fees such as late fees, cash advance fees, and balance transfer fees are loan-related and excluded from the scope of the new revenue guidance.

Credit and debit card interchange and network revenues are earned on credit and debit card transactions conducted through payment networks such as Visa, MasterCard, and American Express. Our obligation is satisfied concurrently with the delivery of services on a daily basis .

Table 17.5 presents our card fees by operating segment.


Table 17.5 : Card Fees by Operating Segment

Quarter ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Credit card interchange and network revenues (1)

$

211


254


96


89


2


2


(1

)

(1

)

308


344


Debit card interchange and network revenues

525


498


-


-


-


-


-


-


525


498


Late fees, cash advance fees, balance transfer fees, and annual fees

168


177


-


-


-


-


-


-


168


177


Card fees (1)

$

904


929


96


89


2


2


(1

)

(1

)

1,001


1,019


Six months ended June 30,

Community Banking

Wholesale Banking

Wealth and Investment Management

Other

Consolidated
Company

(in millions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Credit card interchange and network revenues (1)

$

382


473


183


169


3


3


(2

)

(2

)

566


643


Debit card interchange and network revenues

1,004


963


-


-


-


-


-


-


1,004


963


Late fees, cash advance fees, balance transfer fees, and annual fees

339


358


-


-


-


-


-


-


339


358


Card fees (1)

$

1,725


1,794


183


169


3


3


(2

)

(2

)

1,909


1,964


(1)

The cost of credit card rewards and rebates of $335 million and $678 million for the quarter and six months ended June 30, 2018, respectively, and $286 million and $563 million for the quarter and six months ended June 30, 2017, respectively, are presented net against the related revenues.

CASH NETWORK FEES are earned for processing ATM transactions. Our obligation is completed daily upon settlement of ATM transactions.


COMMERCIAL REAL ESTATE BROKERAGE COMMISSIONS are earned for assisting customers in the sale of real estate property. Our obligation is satisfied upon the successful brokering of a transaction. Fees are based on a fixed percentage of the sales price.

WIRE TRANSFER AND OTHER REMITTANCE FEES consist of fees earned for funds transfer services and issuing cashier's checks and money orders. Our obligation is satisfied at the time of the funds transfer services or upon issuance of the cashier's check or money order.


ALL OTHER FEES include various types of fees earned on services to customers which have related performance obligations that we complete to recognize revenue. A significant portion of the revenue is earned from providing business payroll services and merchant services, which are generally recognized over time as we perform the services.



163



Note 18: Employee Benefits

We sponsor a frozen noncontributory qualified defined benefit retirement plan, the Wells Fargo & Company Cash Balance Plan (Cash Balance Plan), which covers eligible employees of Wells Fargo. The Cash Balance Plan was frozen on July 1, 2009, and no new benefits accrue after that date.

Table 18.1 presents the components of net periodic benefit cost.





Table 18.1: Net Periodic Benefit Cost

2018

2017

Pension benefits


Pension benefits


(in millions)

Qualified


Non-qualified


Other

benefits


Qualified


Non-qualified


Other

benefits


Quarter ended June 30,

Service cost

$

2


-


-


2


-


-


Interest cost (1)

98


6


5


103


6


7


Expected return on plan assets (1)

(161

)

-


(8

)

(163

)

-


(8

)

Amortization of net actuarial loss (gain) (1)

33


3


(5

)

38


4


(3

)

Amortization of prior service credit (1)

-


-


(2

)

-


-


(2

)

Settlement loss (1)

-


-


-


-


4


-


Net periodic benefit cost (income)

$

(28

)

9


(10

)

(20

)

14


(6

)

Six months ended June 30,

Service cost

$

3


-


-


3


-


-


Interest cost (1)

196


11


10


206


12


14


Expected return on plan assets (1)

(321

)

-


(15

)

(326

)

-


(15

)

Amortization of net actuarial loss (gain) (1)

66


6


(9

)

76


6


(5

)

Amortization of prior service credit (1)

-


-


(5

)

-


-


(5

)

Settlement loss (1)

-


3


-


1


6


-


Net periodic benefit cost (income)

$

(56

)

20


(19

)

(40

)

24


(11

)

(1)

Effective January 1, 2018, we adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . Accordingly, 2018 balances are reported in other noninterest expense on the consolidated statement of income. For 2017, these balances were reported in employee benefits.


164



Note 19:

 Earnings Per Common Share

Table 19.1 shows earnings per common share and diluted earnings per common share and reconciles the numerator and denominator of both earnings per common share calculations.

See Note 1 (Summary of Significant Accounting Policies) for discussion of private share repurchases and the Consolidated Statement of Changes in Equity.

Table 19.1: Earnings Per Common Share Calculations

Quarter ended June 30,

Six months ended June 30,

(in millions, except per share amounts)

2018


2017


2018


2017


Wells Fargo net income (1)

$

5,186


5,856


$

10,322


11,490


Less: Preferred stock dividends and other

394


406


797


807


Wells Fargo net income applicable to common stock (numerator) (1)

$

4,792


5,450


$

9,525


10,683


Earnings per common share

Average common shares outstanding (denominator)

4,865.8


4,989.9


4,875.7


4,999.2


Per share (1)

$

0.98


1.09


$

1.95


2.14


Diluted earnings per common share

Average common shares outstanding

4,865.8


4,989.9


4,875.7


4,999.2


Add: Stock options

8.2


17.2


9.0


19.3


Restricted share rights

20.7


19.9


25.4


24.7


Warrants

5.1


10.7


6.0


11.6


Diluted average common shares outstanding (denominator)

4,899.8


5,037.7


4,916.1


5,054.8


Per share (1)

$

0.98


1.08


$

1.94


2.11


(1)

Financial information for the prior period has been revised to reflect the impact of the adoption of ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, effective January 1, 2017.


Table 19.2 presents the outstanding options to purchase shares of common stock that were anti-dilutive (the exercise

price was higher than the weighted-average market price), and therefore not included in the calculation of diluted earnings per common share.


Table 19.2: Outstanding Anti-Dilutive Options

Weighted-average shares

Quarter ended June 30,

Six months ended June 30,

(in millions)

2018


2017


2018


2017


Options

-


1.8


0.5


2.1




165


Note 20:  Other Comprehensive Income

Table 20.1 provides the components of other comprehensive income (OCI), reclassifications to net income by income statement line item, and the related tax effects.

Table 20.1: Summary of Other Comprehensive Income

Quarter ended June 30,

Six months ended June 30,

2018

2017

2018

2017

(in millions)

Before

tax


Tax

effect


Net of

tax


Before

tax


Tax

effect


Net of

tax


Before

tax


Tax

effect


Net of

tax


Before

tax


Tax

effect


Net of

tax


Debt securities (1):

Net unrealized gains (losses) arising during the period

$

(617

)

152


(465

)

1,565


(589

)

976


(4,060

)

1,000


(3,060

)

1,934


(722

)

1,212


Reclassification of net (gains) losses to net income:



Interest income on debt securities (2)

90


(22

)

68


45


(17

)

28


159


(39

)

120


52


(20

)

32


Net gains on debt securities

(41

)

10


(31

)

(120

)

44


(76

)

(42

)

10


(32

)

(156

)

57


(99

)

Net gains from equity securities (3)

-


-


-


(101

)

35


(66

)

-


-


-


(217

)

79


(138

)

Other noninterest income

-


-


-


(1

)

-


(1

)

-


-


-


(1

)

-


(1

)

Subtotal reclassifications to net income

49



(12

)


37


(177

)

62


(115

)

117


(29

)

88


(322

)

116


(206

)

Net change

(568

)


140



(428

)

1,388


(527

)

861


(3,943

)

971


(2,972

)

1,612


(606

)

1,006


Derivatives and hedging activities:

Fair Value Hedges:

Change in fair value of excluded components on fair value hedges (4)

(150

)

37


(113

)

(100

)

37


(63

)

(126

)

31


(95

)

(326

)

122


(204

)

Cash Flow Hedges:

Net unrealized gains (losses) arising during the period on cash flow hedges

-


-


-


376


(142

)

234


(266

)

66


(200

)

240


(91

)

149


Reclassification of net (gains) losses to net income on cash flow hedges:



Interest income on loans

77


(19

)

58


(156

)

59


(97

)

137


(34

)

103


(361

)

136


(225

)

Interest expense on long-term debt

-


-


-


3


(1

)

2


-


-


-


6


(2

)

4


Subtotal reclassifications to net income

77



(19

)


58



(153

)


58



(95

)


137



(34

)


103



(355

)


134



(221

)

Net change

(73

)


18



(55

)

123


(47

)

76


(255

)


63



(192

)

(441

)


165



(276

)

Defined benefit plans adjustments:

Net actuarial and prior service gains (losses) arising during the period

-


-


-


-


-


-


6


(2

)

4


(7

)

3


(4

)

Reclassification of amounts to net periodic benefit costs (5):

Amortization of net actuarial loss

31


(7

)

24


39


(16

)

23


63


(15

)

48


77


(30

)

47


Settlements and other

(2

)

-


(2

)

2


1


3


(2

)

1


(1

)

2


1


3


Subtotal reclassifications to net periodic benefit costs

29



(7

)


22


41


(15

)

26


61


(14

)

47


79


(29

)

50


Net change

29



(7

)


22


41


(15

)

26


67


(16

)

51


72


(26

)

46


Foreign currency translation adjustments:

Net unrealized gains (losses) arising during the period

(83

)

3


(80

)

31


2


33


(85

)

(2

)

(87

)

47


3


50


Net change

(83

)


3



(80

)

31


2


33


(85

)

(2

)

(87

)

47


3


50


Other comprehensive income (loss)

$

(695

)


154



(541

)

1,583



(587

)


996


(4,216

)

1,016


(3,200

)

1,290


(464

)

826


Less: Other comprehensive income (loss) from noncontrolling interests, net of tax

(1

)

(9

)

(1

)

5


Wells Fargo other comprehensive income (loss), net of tax

$

(540

)

1,005


(3,199

)

821


(1)

The quarter and six months ended ended June 30, 2017 includes net unrealized gains (losses) arising during the period from equity securities of $65 million and $126 million and reclassification of net (gains) losses to net income related to equity securities of $(101) million and $(217) million , respectively. With the adoption in first quarter 2018 of ASU 2016-01, the quarter and six months ended June 30, 2018 reflects net unrealized gains (losses) arising during the period and reclassification of net (gains) losses to net income from only debt securities.

(2)

Represents net unrealized gains and losses amortized over the remaining lives of securities that were transferred from the available-for-sale portfolio to the held-to-maturity portfolio.

(3)

Net gains from equity securities is presented for table presentation purposes. After adoption of ASU 2016-01 on January 1, 2018, this line does not contain balances as realized and unrealized gains and losses on marketable equity securities are recorded in earnings.

(4)

Represents changes in fair value of cross-currency swaps attributable to changes in cross-currency basis spreads, which are excluded from the assessment of effectiveness recorded in other comprehensive income.

(5)

These items are included in the computation of net periodic benefit cost, which is recorded in employee benefits expense (see Note 18 (Employee Benefits) for additional details).


166

Note 20: Other Comprehensive Income ( continued )



Table 20.2: Cumulative OCI Balances

(in millions)

Debt

securities (1)


Derivatives

and

hedging

activities


Defined

benefit

plans

adjustments


Foreign

currency

translation

adjustments


Cumulative

other

compre-

hensive

income


Quarter ended June 30, 2018

Balance, beginning of period

$

(2,491

)

(555

)

(1,779

)

(96

)

(4,921

)

Net unrealized losses arising during the period

(465

)

(113

)

-


(80

)

(658

)

Amounts reclassified from accumulated other comprehensive income

37


58


22


-


117


Net change

(428

)

(55

)

22


(80

)

(541

)

Less: Other comprehensive loss from noncontrolling interests

-


-


-


(1

)

(1

)

Balance, end of period

$

(2,919

)

(610

)

(1,757

)

(175

)

(5,461

)

Quarter ended June 30, 2017

Balance, beginning of period

$

(967

)

(95

)

(1,923

)

(168

)

(3,153

)

Net unrealized gains arising during the period

976


171


-


33


1,180


Amounts reclassified from accumulated other comprehensive income

(115

)

(95

)

26


-


(184

)

Net change

861


76


26


33


996


Less: Other comprehensive income (loss) from noncontrolling interests

(10

)

-


-


1


(9

)

Balance, end of period

$

(96

)

(19

)

(1,897

)

(136

)

(2,148

)

Six months ended June 30, 2018






Balance, beginning of period

$

171


(418

)

(1,808

)

(89

)

(2,144

)

Transition adjustment (2)

(118

)

-


-


-


(118

)

Balance, January 1, 2018

53


(418

)

(1,808

)

(89

)

(2,262

)

Net unrealized gains (losses) arising during the period

(3,060

)

(295

)

4


(87

)

(3,438

)

Amounts reclassified from accumulated other comprehensive income

88


103


47


-


238


Net change

(2,972

)

(192

)

51


(87

)

(3,200

)

Less: Other comprehensive loss from noncontrolling interests

-


-


-


(1

)

(1

)

Balance, end of period

$

(2,919

)

(610

)

(1,757

)

(175

)

(5,461

)

Six months ended June 30, 2017






Balance, beginning of period

$

(1,099

)

89


(1,943

)

(184

)

(3,137

)

Transition adjustment (3)

-


168


-


-


168


Balance, January 1, 2017

(1,099

)

257


(1,943

)

(184

)

(2,969

)

Net unrealized gains (losses) arising during the period

1,212


(55

)

(4

)

50


1,203


Amounts reclassified from accumulated other comprehensive income

(206

)

(221

)

50


-


(377

)

Net change

1,006


(276

)

46


50


826


Less: Other comprehensive income from noncontrolling interests

3


-


-


2


5


Balance, end of period

$

(96

)

(19

)

(1,897

)

(136

)

(2,148

)

(1)

The quarter and six months ended ended June 30, 2017 includes net unrealized gains (losses) arising during the period from equity securities of $65 million and $126 million and reclassification of net (gains) losses to net income related to equity securities of $(101) million and $(217) million , respectively. With the adoption in first quarter 2018 of ASU 2016-01, the quarter and six months ended June 30, 2018 reflects net unrealized gains (losses) arising during the period and reclassification of net (gains) losses to net income from only debt securities.

(2)

The transition adjustment relates to the adoption of ASU 2016-01 Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 1 (Summary of Significant Accounting Policies) for more information.

(3)

The transition adjustment relates to the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities .


167



Note 21:  Operating Segments

We have three reportable operating segments: Community Banking; Wholesale Banking; and Wealth and Investment Management (WIM). We define our operating segments by product type and customer segment and their results are based on our management accounting process, for which there is no comprehensive, authoritative guidance equivalent to GAAP for financial accounting. The management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable with similar information for other financial services companies. If the management structure and/or the allocation process changes, allocations, transfers and assignments may change. Effective first quarter 2018, assets and liabilities receive a funding charge or

credit that considers interest rate risk, liquidity risk, and other product characteristics on a more granular level. This methodology change affects results across all three of our reportable operating segments and prior period operating segment results have been revised to reflect this methodology change. Our previously reported consolidated financial results were not impacted by the methodology change; however, in connection with the adoption of ASU 2016-01 in first quarter 2018, certain reclassifications have occurred within noninterest income. For a description of our operating segments see Note 25 (Operating Segments) to Financial Statements in our 2017 Form 10-K. Table 21.1 presents our results by operating segment.

Table 21.1: Operating Segments

Community

Banking 

Wholesale

Banking

Wealth and Investment Management

Other (1)

Consolidated

Company

(income/expense in millions, average balances in billions)

2018


2017


2018


2017


2018


2017


2018


2017


2018


2017


Quarter ended June 30,











Net interest income (2)

$

7,346


7,133


4,693


4,809


1,111


1,171


(609

)

(642

)

12,541


12,471


Provision (reversal of provision) for credit losses

484


623


(36

)

(65

)

(2

)

7


6


(10

)

452


555


Noninterest income

4,460


4,822


2,504


2,670


2,840


3,055


(792

)

(783

)

9,012


9,764


Noninterest expense

7,290


7,266


4,219


4,036


3,361


3,071


(888

)

(832

)

13,982


13,541


Income (loss) before income tax expense (benefit)

4,032


4,066


3,014


3,508


592


1,148


(519

)

(583

)

7,119


8,139


Income tax expense (benefit)

1,413


1,255


379


775


147


436


(129

)

(221

)

1,810


2,245


Net income (loss) before noncontrolling interests

2,619


2,811


2,635


2,733


445


712


(390

)

(362

)

5,309


5,894


Less: Net income (loss) from noncontrolling interests

123


46


-


(9

)

-


1


-


-


123


38


Net income (loss) (3)

$

2,496


2,765


2,635


2,742


445


711


(390

)

(362

)

5,186


5,856


Average loans

$

463.8


475.1


464.7


466.9


74.7


71.7


(59.1

)

(56.8

)

944.1


956.9


Average assets

1,034.3


1,083.6


826.4


818.8


84.0


82.4


(59.8

)

(57.8

)

1,884.9


1,927.0


Average deposits

760.6


727.7


414.0


462.4


167.1


190.1


(70.4

)

(79.0

)

1,271.3


1,301.2


Six months ended June 30,

Net interest income (2)

$

14,541


14,265


9,225


9,490


2,223


2,312


(1,210

)

(1,272

)

24,779


24,795


Provision (reversal of provision) for credit losses

702


1,269


(56

)

(108

)

(8

)

3


5


(4

)

643


1,160


Noninterest income

9,095


9,513


5,251


5,566


5,970


6,171


(1,608

)

(1,555

)

18,708


19,695


Noninterest expense

15,992


14,547


8,197


8,203


6,651


6,275


(1,816

)

(1,692

)

29,024


27,333


Income (loss) before income tax expense (benefit)

6,942


7,962


6,335


6,961


1,550


2,205


(1,007

)

(1,131

)

13,820


15,997


Income tax expense (benefit)

2,222


2,237


827


1,748


386


822


(251

)

(429

)

3,184


4,378


Net income (loss) before noncontrolling interests

4,720


5,725


5,508


5,213


1,164


1,383


(756

)

(702

)

10,636


11,619


Less: Net income (loss) from noncontrolling interests

311


136


(2

)

(14

)

5


7


-


-


314


129


Net income (loss) (3)

$

4,409


5,589


5,510


5,227


1,159


1,376


(756

)

(702

)

10,322


11,490


Average loans

$

467.1


477.9


464.9


467.6


74.3


71.2


(58.8

)

(56.5

)

947.5


960.2


Average assets

1,048.0


1,089.7


827.8


814.7


84.1


82.1


(59.6

)

(57.5

)

1,900.3


1,929.0


Average deposits

754.1


722.8


429.9


463.8


172.5


193.8


(72.3

)

(80.2

)

1,284.2


1,300.2


(1)

Includes the elimination of certain items that are included in more than one business segment, most of which represents products and services for Wealth and Investment Management customers served through Community Banking distribution channels. 

(2)

Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets as well as interest credits for any funding of a segment available to be provided to other segments. The cost of liabilities includes actual interest expense on segment liabilities as well as funding charges for any funding provided from other segments.

(3)

Represents segment net income (loss) for Community Banking; Wholesale Banking; and Wealth and Investment Management segments and Wells Fargo net income for the consolidated company.



168



Note 22:  Regulatory and Agency Capital Requirements

The Company and each of its subsidiary banks are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. The Federal Reserve establishes capital requirements for the consolidated financial holding company, and the OCC has similar requirements for the Company's national banks, including Wells Fargo Bank, N.A. (the Bank).

Table 22.1 presents regulatory capital information for Wells Fargo & Company and the Bank using Basel III, which increased minimum required capital ratios, and introduced a minimum Common Equity Tier 1 (CET1) ratio. We must report the lower of our CET1, tier 1 and total capital ratios calculated under the Standardized Approach and under the Advanced Approach in the assessment of our capital adequacy. The Standardized Approach applies assigned risk weights to broad risk categories, while the calculation of risk-weighted assets (RWAs) under the Advanced Approach differs by requiring applicable banks to utilize a risk-sensitive methodology, which relies upon the use of internal credit models, and includes an operational risk component. The

Basel III capital rules are being phased-in effective January 1, 2014, through the end of 2021. Beginning January 1, 2018, the requirements for calculating CET1 and tier 1 capital, along with RWAs, became fully phased-in. Accordingly, the information presented reflects fully phased-in CET1 capital, tier 1 capital, and RWAs, but reflects total capital still in accordance with Transition Requirements .

The Bank is an approved seller/servicer of mortgage loans and is required to maintain minimum levels of shareholders' equity, as specified by various agencies, including the United States Department of Housing and Urban Development, GNMA, FHLMC and FNMA. At June 30, 2018 , the Bank met these requirements. Other subsidiaries, including the Company's insurance and broker-dealer subsidiaries, are also subject to various minimum capital levels, as defined by applicable industry regulations. The minimum capital levels for these subsidiaries, and related restrictions, are not significant to our consolidated operations.

Table 22.1: Regulatory Capital Information

Wells Fargo & Company

Wells Fargo Bank, N.A.

June 30, 2018

December 31, 2017

June 30, 2018

December 31, 2017

(in millions, except ratios)

Advanced Approach


Standardized

Approach


Advanced Approach


Standardized
Approach


Advanced Approach


Standardized
Approach


Advanced Approach


Standardized
Approach


Regulatory capital:

Common equity tier 1

$

152,955


152,955


154,765


154,765


141,355


141,355


143,292


143,292


Tier 1

176,456


176,456


178,209


178,209


141,355


141,355


143,292


143,292


Total

208,637


216,718


210,333


220,097


155,204


163,070


156,661


165,734


Assets:

Risk-weighted

$

1,206,821


1,276,332


1,199,545


1,260,663


1,098,410


1,178,416


1,090,360


1,169,863


Adjusted average (1)

1,855,658


1,855,658


1,905,568


1,905,568


1,657,648


1,657,648


1,708,828


1,708,828


Regulatory capital ratios:

Common equity tier 1 capital

12.67

%


11.98


*

12.90


12.28


*

12.87



12.00


*

13.14



12.25


*

Tier 1 capital

14.62



13.83


*

14.86


14.14


*

12.87



12.00


*

13.14



12.25


*

Total capital

17.29



16.98


*

17.53


17.46


*

14.13



13.84


*

14.37



14.17


*

Tier 1 leverage (1)

9.51


9.51


9.35


9.35


8.53


8.53


8.39


8.39


*Denotes the lowest capital ratio as determined under the Advanced and Standardized Approaches.

(1)

The leverage ratio consists of Tier 1 capital divided by quarterly average total assets, excluding goodwill and certain other items.

Table 22.2 presents the minimum required regulatory capital ratios under Transition Requirements to which the Company and the Bank were subject as of June 30, 2018 and December 31, 2017 .


Table 22.2: Minimum Required Regulatory Capital Ratios – Transition Requirements (1)

Wells Fargo & Company

Wells Fargo Bank, N.A.

June 30, 2018


December 31, 2017

June 30, 2018

December 31, 2017

Regulatory capital ratios:

Common equity tier 1 capital

7.875

%

6.750

6.375

5.750

Tier 1 capital

9.375


8.250

7.875

7.250

Total capital

11.375


10.250

9.875

9.250

Tier 1 leverage

4.000


4.000

4.000

4.000

(1)

At June 30, 2018 , under transition requirements, the CET1, tier 1 and total capital minimum ratio requirements for Wells Fargo & Company include a capital conservation buffer of 1.875% and a global systemically important bank (G-SIB) surcharge of 1.500% . Only the 1.875% capital conservation buffer applies to the Bank at June 30, 2018 .



169



Glossary of Acronyms

ABS

Asset-backed security

G-SIB

Globally systemic important bank

ACL

Allowance for credit losses

HAMP

Home Affordability Modification Program

ALCO

Asset/Liability Management Committee

HUD

U.S. Department of Housing and Urban Development

ARM

Adjustable-rate mortgage

LCR

Liquidity coverage ratio

ASC

Accounting Standards Codification

LHFS

Loans held for sale

ASU

Accounting Standards Update

LIBOR

London Interbank Offered Rate

AUA

Assets under administration

LIHTC

Low income housing tax credit

AUM

Assets under management

LOCOM

Lower of cost or market value

AVM

Automated valuation model

LTV

Loan-to-value

BCBS

Basel Committee on Bank Supervision

MBS

Mortgage-backed security

BHC

Bank holding company

MHA

Making Home Affordable programs

CCAR

Comprehensive Capital Analysis and Review

MLHFS

Mortgage loans held for sale

CD

Certificate of deposit

MSR

Mortgage servicing right

CDO

Collateralized debt obligation

MTN

Medium-term note

CDS

Credit default swaps

NAV

Net asset value

CECL

Current expected credit loss

NPA

Nonperforming asset

CET1

Common Equity Tier 1

OCC

Office of the Comptroller of the Currency

CFPB

Consumer Financial Protection Bureau

OCI

Other comprehensive income

CLO

Collateralized loan obligation

OTC

Over-the-counter

CLTV

Combined loan-to-value

OTTI

Other-than-temporary impairment

CMBS

Commercial mortgage-backed securities

PCI Loans

Purchased credit-impaired loans

CPI

Collateral protection insurance

PTPP

Pre-tax pre-provision profit

CPP

Capital Purchase Program

RBC

Risk-based capital

CRE

Commercial real estate

RMBS

Residential mortgage-backed securities

DPD

Days past due

ROA

Wells Fargo net income to average total assets

ESOP

Employee Stock Ownership Plan

ROE

Wells Fargo net income applicable to common stock

FAS

Statement of Financial Accounting Standards

to average Wells Fargo common stockholders' equity

FASB

Financial Accounting Standards Board

ROTCE

Return on average tangible common equity

FDIC

Federal Deposit Insurance Corporation

RWAs

Risk-weighted assets

FFELP

Federal Family Education Loan Program

SEC

Securities and Exchange Commission

FHA

Federal Housing Administration

S&P

Standard & Poor's Ratings Services

FHLB

Federal Home Loan Bank

SLR

Supplementary leverage ratio

FHLMC

Federal Home Loan Mortgage Corporation

SPE

Special purpose entity

FICO

Fair Isaac Corporation (credit rating)

TARP

Troubled Asset Relief Program

FNMA

Federal National Mortgage Association

TDR

Troubled debt restructuring

FRB

Board of Governors of the Federal Reserve System

TLAC

Total Loss Absorbing Capacity

GAAP

Generally accepted accounting principles

VA

Department of Veterans Affairs

GNMA

Government National Mortgage Association

VaR

Value-at-Risk

GSE

Government-sponsored entity

VIE

Variable interest entity


170



PART II – OTHER INFORMATION


Item 1.            Legal Proceedings

Information in response to this item can be found in Note 13 (Legal Actions) to Financial Statements in this Report which information is incorporated by reference into this item.


Item 1A.         Risk Factors

Information in response to this item can be found under the "Financial Review – Risk Factors" section in this Report which information is incorporated by reference into this item. 


Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows Company repurchases of its common stock for each calendar month in the quarter ended June 30, 2018 .

Calendar month

Total number

of shares

repurchased (1)


Weighted-average

price paid per share


Maximum number of
shares that may yet
be repurchased under
the authorization


April

7,554,406


$

51.54


362,690,550


May

16,535,887


53.87


346,154,663


June

11,681,435


54.99


334,473,228


Total

35,771,728


(1)

All shares were repurchased under an authorization covering up to 350 million shares of common stock approved by the Board of Directors and publicly announced by the Company on January 26, 2016, or an authorization covering up to an additional 350 million shares of common stock approved by the Board of Directors and publicly announced by the Company on January 23, 2018. Unless modified or revoked by the Board, these authorizations do not expire.

The following table shows Company repurchases of the warrants for each calendar month in the quarter ended June 30, 2018 .

Calendar month

Total number

of warrants

repurchased (1)


Average price

paid per warrant


Maximum dollar value
of warrants that
may yet be repurchased


April

-


$

-


451,944,402


May

-


-


451,944,402


June

-


-


451,944,402


Total

-


(1)

Warrants are repurchased under the authorization covering up to $1 billion in warrants approved by the Board of Directors (ratified and approved on June 22, 2010). Unless modified or revoked by the Board, this authorization does not expire.


171



Item 6.

Exhibits

A list of exhibits to this Form 10-Q is set forth below.

The Company's SEC file number is 001-2979. On and before November 2, 1998, the Company filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed documents under SEC file number 001-6214.


Exhibit

Number

Description 

Location 

3(a)

Restated Certificate of Incorporation, as amended and in effect on the date hereof.

Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

3(b)

By-Laws.

Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed March 1, 2018.

4(a)

See Exhibits 3(a) and 3(b).

4(b)

The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.

10(a)

Wells Fargo Bonus Plan, as amended and restated effective January 1, 2018.

Filed herewith.

12(a)

Computation of Ratios of Earnings to Fixed Charges:  (1)

Filed herewith.

Quarter ended June 30,

Six months ended June 30,

2018


2017


2018


2017


Including interest on deposits

2.96


4.48


2.99


4.67


Excluding interest on deposits

4.03


5.91


4.05


6.11


(1) Financial information for the prior periods of 2017 has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2017-12 Derivatives and Hedging (Topic 815):  Targeted Improvements to Accounting for Hedging Activities.

12(b)

Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:  (1)

Filed herewith.

Quarter ended June 30,

Six months ended June 30,

2018


2017


2018


2017


Including interest on deposits

2.57


3.61


2.59


3.72


Excluding interest on deposits

3.28


4.41


3.27


4.50


(1) Financial information for the prior periods of 2017 has been revised to reflect the impact of the adoption in first quarter 2018 of ASU 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.

31(a)

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

31(b)

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

32(a)

Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

32(b)

Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

101.INS

XBRL Instance Document

Filed herewith.

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document

Filed herewith.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.


172



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 3, 2018 WELLS FARGO & COMPANY

By:       /s/ RICHARD D. LEVY                                 

Richard D. Levy

Executive Vice President and Controller

(Principal Accounting Officer)


173