Wells Fargo Resolution Plan

Wells Fargo

Resolution Plan

Public Section

July 1, 2017

Background to This Document

This document contains a summary of how Wells Fargo & Company’s

management believes the Company could be resolved in the

unlikely event that signiﬁcant ﬁnancial stress results in its failure. The Dodd-Frank Act requires certain large ﬁnancial institutions

to contemplate such an event and prepare an in-depth plan for their resolution. These plans are submitted to the Board of Governors of

the Federal Reserve System (the “Federal Reserve Board”) and the Federal Deposit Insurance Corporation (the “FDIC” and, together

with the Federal Reserve Board, the “Agencies”). The Dodd-Frank Act also requires that these large ﬁnancial institutions prepare

and disclose publicly a summary of the principal elements of their resolution plans. Wells Fargo is a covered company under

Section 165(d) of the Dodd-Frank Act and has prepared its 2017 Resolution Plan to comply with the Dodd-Frank Act as well as

with associated regulatory guidance. This is Wells Fargo’s public summary of its 2017 Resolution Plan.

Under the Agencies’ guidance, resolution plans are based on the structure and ﬁnancial position of the Company as of the end of

the preceding ﬁscal year. As a result, the analysis in this plan, and the ﬁnancial information contained in this Public Section, are

drawn from the Company’s ﬁnancial statements for the year ended December 31, 2016.

Forward-Looking Statements

This document contains forward-looking statements about the Company’s future plans, objectives and resolution strategies,

including the Company’s expectations, assumptions and projections regarding the implementation of those strategies and the

eectiveness of the Company’s resolution planning eorts.

Because forward-looking statements are based on the Company’s current expectations and assumptions regarding the future,

they are subject to inherent risks and uncertainties. In addition, the resolution planning process as a whole, and the Company’s

expectations and projections regarding the implementation and effectiveness of the Company’s resolution strategies, are

based on hypothetical scenarios and assumptions and may not reﬂect events to which the Company is or may become subject.

Accordingly, you should not unduly rely on forward-looking statements as actual results could differ materially from

expectations. Forward-looking statements speak only as of the date made, and the Company does not undertake to update

them to reﬂect changes or events that occur after that date. For information about the Company and factors that could cause

actual results to dier materially from the Company’s expectations, refer to the Company’s reports ﬁled with the U.S. Securities

and Exchange Commission (the “SEC”), including the discussion under “Risk Factors” in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2016, as ﬁled with the SEC and available on its website at www.sec.gov.

The resolution plan is based on many signiﬁcant assumptions, including assumptions about the actions of regulators and creditors,

the state of the ﬁnancial markets and the economy, and the impact of a signiﬁcant loss event on the Company and its subsidiaries.

Some or all of these assumptions may prove to be incorrect in an actual resolution situation. The resolution strategies described in

the resolution plan are not binding on a bankruptcy court, the Company’s regulators or any other resolution authority. Accordingly,

the scenarios and assumptions underlying the resolution plan reﬂect events and circumstances that may not arise, and the impact

of these events may be very dierent if they do arise in circumstances other than those contemplated in the resolution plan.

2017 RESOLUTION PLAN

Wells Fargo & Company is referred to in this Public Section as the “Parent” and together with its consolidated subsidiaries,

the “Company,” “Wells Fargo,” “we,” “us,” or “our.”

2017 RESOLUTION PLAN

1 Introduction to the 2017 Resolution Plan ........................................................................................................................................................................... 5

2 Overview of the Company ...............................................................................................................................................................................................................7

3 Our 2017 Resolution Plan ............................................................................................................................................................................................................... 9

3.1 WFBNA’s Receivership and Establishment of the Bridge Bank ................................................................................................11

3.2 WFS LLC’s SIPA Liquidation ........................................................................................................................................................................ 12

3.3 The Parent’s Chapter 11 Bankruptcy Case and the Resolution of Certain Non-Bank Subsidiaries .................................. 12

3.4 RemediatedDecienciesRelatedtothe2015ResolutionPlan ............................................................................................... 13

4 Actions Taken to Improve Resolvability ............................................................................................................................................................................. 14

4.1 IdenticationandMitigationofResolvabilityRisks ......................................................................................................................14

4.2 Building and Positioning Financial Resources .................................................................................................................................. 15

4.3 StrengtheningGovernanceMechanismsandManagingEmployeeRetentionand

Communications ....................................................................................................................................................................................................19

4.4 MaintainingOperationalContinuity.......................................................................................................................................................21

4.5 EnhancingStructuralPreparedness .........................................................................................................................................................24

4.6 MitigatingPotentialLegalChallenges .................................................................................................................................................. 28

5 Governance and Controls .............................................................................................................................................................................................................29

5.1 GovernanceOverview ...................................................................................................................................................................................... 29

5.2 GovernanceBodieswithOversightResponsibilities ..................................................................................................................... 29

5.3 ExecutiveOwnershipandAccountability ...........................................................................................................................................30

5.4 DedicatedStafngandTraining .............................................................................................................................................................. 30

5.5 ResolvabilityIncorporatedintoRoutineBusinessPractices ..................................................................................................... 31

5.6 ProcessesandControls ..................................................................................................................................................................................... 31

5.7 IndependentReviewandOversight .......................................................................................................................................................... 31

5.8 PrincipalOfcers ................................................................................................................................................................................................. 31

6 Description of Core Business Lines ......................................................................................................................................................................................32

7 Our Material Entities and Interconnectedness ............................................................................................................................................................. 34

7.1 MaterialEntityDesignationProcess .......................................................................................................................................................34

 7.2 DescriptionofMaterialEntities ................................................................................................................................................................. 36

 7.3 FinancialandOperationalInterconnectedness ............................................................................................................................... 41

 7.4 SummaryofFinancialInformationRegardingAssets,Liabilities,Capital,andMajorFundingSources ......................44

 7.5 DomesticFocusandDescriptionofForeignOperations ............................................................................................................. 50

 7.6 DescriptionofDerivativesandHedgingActivities ........................................................................................................................ 50

 7.7 MaterialSupervisoryAuthorities ............................................................................................................................................................... 53

 7.8 DescriptionofManagementInformationSystems ..........................................................................................................................53

8 Remediated Deciencies Related to the 2015 Resolution Plan ...................................................................................................54

9 Conclusion .................................................................................................................................................................................................56

10 Principal Ofcer Biographies ..............................................................................................................................................................57

11 Glossary of Terms and FMUs..... ..........................................................................................................................................................62

Table of Contents

2017 RESOLUTION PLAN

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2017 RESOLUTION PLAN

For over 165 years, Wells Fargo & Company’s commitment to maintaining a resilient ﬁnancial proﬁle has positioned the Company

to serve our customers and the ﬁnancial markets despite economic downturns and ﬁnancial market stress. This ongoing commitment

has guided our preparation of a plan to ensure we can be resolved in an orderly fashion in the unlikely event of our failure. This

commitment reﬂects our responsibility to our customers and the ﬁnancial markets as a global systemically important bank (“G-SIB”).

The Dodd-Frank Act requires certain large ﬁnancial institutions to submit plans demonstrating how the institution could be

resolved in an orderly manner in the event of its failure. This is our fourth resolution plan submitted under these requirements.

We believe our 2017 Resolution Plan addresses the requirements of the Dodd-Frank Act, as well as the relevant guidance and

feedback from the Agencies. The plan describes our eorts to prepare the Company for an orderly resolution without requiring

extraordinary government support, imposing depositor losses, or creating a systemic impact on the United States ﬁnancial system.

We believe our 2017 Resolution Plan is credible and supported by actionable, fully-implemented, and sustainable resolution

capabilities.

Our plan describes a multiple-point-of-entry (“MPOE”) strategy that utilizes a newly-chartered bridge depository institution

(the “Bridge Bank”) for the orderly resolution of our ﬂagship bank, Wells Fargo Bank, National Association (“WFBNA”). Our

MPOE strategy requires careful analysis of the impacts of a contemporaneous failure of certain material entities under the

applicable set of ordinary insolvency regimes. We built our ongoing capabilities to support our orderly resolution under

this strategy.

Our approach to resolution planning is based on thorough analysis and mitigation of the risks related to our business proﬁle and

to the execution of our strategy. We made changes to the Company to enhance resolvability, and we will continue to do so where

warranted to further mitigate these risks. Since ﬁling our 2015 Resolution Plan, we have undertaken and completed signiﬁcant

initiatives to build and position financial resources, strengthen governance mechanisms, manage employee retention and

communications, maintain operational continuity, enhance structural preparedness, and mitigate potential legal challenges.

These initiatives improve our ability to successfully execute our resolution plan while creating meaningful optionality and ﬂexibility.

To sustain resolvability as our business evolves, we embedded resolvability considerations into the routine management of

the Company, and significantly enhanced enterprise-wide engagement and accountability for resolution planning.

This Public Section provides background information on our 2017 Resolution Plan, our capabilities that improve resolvability,

and related governance and controls. It also describes our core business lines and material entities, which form the key elements

of the Company for purposes of resolution planning.

All ﬁnancial data in this Public Section is as of December 31, 2016, or for the year ended December 31, 2016, regardless of tense,

except where indicated otherwise. Readers are encouraged to review the Glossary included at the end of this document, which

sets forth the deﬁnitions of certain terms that are frequently used but may not be deﬁned within the document.

1 INTRODUCTION TO THE 2017 RESOLUTION PLAN

2017 RESOLUTION PLAN

This Public Section is organized as follows:

Section 2 — Overview of the Company: Section 2 provides an overview of the Company’s business prole. Our business

activities focus on traditional consumer and commercial banking, which are largely conducted through WFBNA and its

wholly-owned subsidiaries.

Section 3 — Our 2017 Resolution Plan: Section 3 describes our 2017 Resolution Plan, which details the process for the

orderly resolution of the Company. In the event the Company fails: (1) WFBNA would be resolved through an FDIC

receivership; (2) our institutional broker-dealer, Wells Fargo Securities, LLC (“WFS LLC”), would be resolved through a

liquidation under the Securities Investor Protection Act (“SIPA”); and (3) the Parent and its other non-bank subsidiaries

would be resolved through a Chapter 11 bankruptcy case.

Section 4 — Actions Taken to Improve Resolvability: Section 4 describes the signicant efforts we have made to improve

our resolvability. These efforts were driven by the Guidancefor2017§165(d)AnnualResolutionPlanSubmissionsby 

  DomesticCoveredCompaniesthatSubmittedResolutionPlansinJuly2015 published by the Agencies (the “2017 Guidance”),

the feedback we received on our 2015 Resolution Plan, and our efforts to identify and mitigate key resolvability risks.

Section 5 — Governance and Controls: Section 5 describes the Company’s governance infrastructure for resolution

planning, which is designed to provide comprehensive oversight of the Company’s resolution planning activities and

effective escalation to facilitate informed decision-making.

Section 6 — Description of Core Business Lines: Section 6 summarizes our core business lines. For resolution planning

purposes, we identied four core business lines within our operating segments: (1) Community Banking, (2) Consumer

Lending, (3) Wholesale Banking, and (4) Wealth and Investment Management.

Section 7 — Our Material Entities and Interconnectedness: Section 7 outlines the comprehensive qualitative and quantitative

designation process that we used to identify our eleven material entities

for the 2017 Resolution Plan, and briefly

describes these material entities. It also discusses the Company’s nancial and operational interconnectedness.

Section 8 — Remediated Deciencies Related to the 2015 Resolution Plan: Section 8 provides a summary of the actions

we took to address the Agencies’ feedback in relation to our 2015 Resolution Plan.

Section 9 — Conclusion

Section 10 — Principal Ofcer Biographies

Section 11 — Glossary of Terms and FMUs

For the purposes of resolution plans led under the Dodd-Frank Act, a “material entity” is dened as any subsidiary that

is signicant to the activities of a critical operation or core business line of a covered company. 12 C.F.R. § 243.2(l).

2017 RESOLUTION PLAN

Wells Fargo is a G-SIB with $1.9 trillion in assets and a market capitalization of $276 billion as of December 31, 2016. Our business

activity, for resolution planning purposes, is focused in the following four core business lines within our operating segments:

(1) Community Banking;

(2) Consumer Lending; (3) Wholesale Banking; and (4) Wealth and Investment Management. Core

business lines, which are those that upon failure we believe would result in a material loss of revenue, prot or franchise value,

have been identied solely for resolution planning purposes and may differ from the operating segments that the Company uses

for reporting in its reports led with the SEC. Specically, the Company’s operating segments (Community Banking, Wholesale

Banking, and Wealth and Investment Management) are based on the way management has organized business lines for making

operating decisions and assessing performance. The operating segments are generally dened by product type and customer segment.

Traditional Banking Focus

— Lending and investing activities represent

approximately 86% of the Company’s total assets.

— Total deposits represent approximately 76% of

the Company’s total liabilities. By comparison,

our short-term borrowings and derivative liabilities

represent approximately 6% and 0.8%, respectively,

of our total liabilities.

Predominance of our primary U.S. bank (WFBNA)

— WFBNA represents approximately 89% of the

Company’s consolidated assets and approximately

91% of the Company’s consolidated liabilities, and

generates a large majority of the Company’s

consolidated revenues and consolidated net income.

— WFBNA contains most of the Company’s critical

operations as well as the majority of the activities

in the Company’s core business lines.

2 OVERVIEW OF THE COMPANY

For purposes of resolution plans led under the Dodd-Frank Act, “core business lines” are dened as: “…those business

lines of the covered company, including associated operations, services, functions and support that, in the view of

the covered company, upon failure would result in a material loss of revenue, prot or franchise value.” 12 C.F.R. § 243.2(d).

Our Community Banking operating segment for SEC reporting captures both the Community Banking and Consumer

Lending core business lines.

Total Assets (Company)

$1.9 trillion

Loans and Leases

50%

Cash, Federal funds sold, securities purchased under

resale agreements and other short-term investments,

and Investment securities

36%

Mortgage HFS

Trading Assets

Other Assets

Source:2016AnnualReport Source:2016AnnualReport

Source:2016AnnualReport

Consolidated Company Assets ($1.9T)

WFS LLC

total assets

Other assets

WFCS LLC

total assets

WFBNA consolidated

total assets

89%

$1.7T

Consolidated Company Liabilities ($1.7T)

WFS LLC

total liabilities

Other liabilities

WFBNA consolidated

total liabilities

91%

$1.6T

WFCS LLC

total liabilities

2017 RESOLUTION PLAN

l

Domestic Focus

— Our international strategy focuses primarily on serving domestic customers doing business abroad and

foreign multi-nationals and global banks doing business in the United States.

— The Company’s aggregate foreign loans total approximately $66 billion, representing approximately 7% of

total consolidated loans outstanding and 3% of total consolidated assets, while foreign deposits represent

approximately 9% of total deposits.

— For more details, see Section 7.5 (Domestic Focus and Description of Foreign Operations).

Source:2016AnnualReport Source:12/31/16WFBNACallReport(FFIEC031)

Total Company Loans

Total WFBNA Deposits

Foreign

loans

U.S. loans

93%

Foreign

deposits

U.S. deposits

91%

2017 RESOLUTION PLAN

As noted above, our 2017 Resolution Plan is not binding on a bankruptcy court, the Company’s regulators or any other

resolution authority, and the proposed forecasted resolution scenario and associated assumptions are hypothetical and do

not necessarily reect an event or events to which the Company is or may become subject.

Typically, when a brokerage rm fails, the Securities Investor Protection Corporation (“SIPC”) seeks to arrange the transfer

of the failed brokerage’s accounts to a different securities brokerage rm and then liquidates the remaining assets

and liabilities of the rm, which is the approach we have assumed in our resolution scenario for WFS LLC.

Our approach to resolution planning is designed to mitigate the risks of resolution related to our business proﬁle and to the

execution of our MPOE strategy. In accordance with regulatory requirements, we developed a hypothetical resolution scenario which

describes the Company’s failure and resolution. In this scenario, a severe global economic recession and associated ﬁnancial

market stress are compounded by a series of large loss events sustained by the Company. This scenario assumes these events set

o rapid and escalating demands for repayment by the Company’s counterparties and customers, resulting in a sharp decline in

the Company’s liquidity resources, and its failure within a 30-day period of time. Given that WFBNA holds 89% of the Company’s

assets and conducts most of the Company’s business activities within its core business lines, we believe that ﬁnancial stress

in WFBNA would be the most likely impetus to trigger the Company’s resolution plan.

While our 2017 Resolution Plan describes our assumptions regarding the outcome of this particular hypothetical scenario, we

believe that we have the ﬂexibility and capabilities to respond to a variety of resolution scenarios, including those of a greater

magnitude than the one contemplated in the 2017 Resolution Plan.

Our plan contemplates that our eleven material entities would be resolved primarily through proceedings under three

resolution regimes:

FDIC Receivership / Bridge Bank: WFBNA would be resolved through the formation of the Bridge Bank in an FDIC

receivership. The Bridge Bank, comprised of certain assets and liabilities transferred from the WFBNA receivership,

would include WFBNA’s direct and indirect equity interests in its four wholly-owned subsidiaries that are Material

Entities: Wells Fargo India Solutions Private Limited (“WFIS”) and Wells Fargo Enterprise Global Services, LLC (“WFEGS”),

which provide Critical Services to WFBNA and other Material Entities, and Peony Asset Management, Inc. (“Peony”) and

Wells Fargo Funding, Inc. (“WF Funding”), which hold portions of WFBNA’s investment securities and consumer mortgage

loan participations, respectively. After completing certain strategic actions – including a series of asset portfolio sales,

line of business divestitures, legal entity sales, and regional portfolio sales – the Bridge Bank would be returned to

private ownership through an initial public offering (“IPO”) of a portion of its equity (the “Surviving Bank”). The IPO

would be used to establish market acceptance and valuation of the Surviving Bank, which would be signicantly smaller

than WFBNA and have a lower systemic risk prole.

l

SIPA Liquidation: Our institutional broker-dealer, WFS LLC, would be resolved through a liquidation proceeding under

SIPA, which is the law that typically governs the resolution of a brokerage rm that fails.

Due to several factors that

contribute to WFS LLC’s resilience and resolvability, we anticipate its liquidation under SIPA would not cause undue

market disruption. These factors include the size of WFS LLC’s balance sheet and the liquid composition of its assets,

prepositioned liquidity resources, its operational capabilities, and its limited interconnectedness with WFBNA and the Parent.

Chapter 11 Bankruptcy Case: The Parent would be resolved through a liquidation under Chapter 11 of the Bankruptcy

Code. The following four material entities would continue outside of bankruptcy as going concerns and solvent subsidiaries

of the Parent, and would be sold, liquidated, or dissolved in an orderly manner for the benet of the Parent’s bankruptcy

estate: WFC Holdings, LLC (“WFC Holdings”), our intermediate holding company (the “IHC”); Wells Fargo Clearing

Services, LLC (“WFCS LLC”); Forum Capital Markets, LLC (“Forum”); and Wells Fargo Properties, Inc. (“WF Properties”).

Our 2017 Resolution Plan assumes that WFBNA’s entry into receivership is immediately followed by the commencement of our

Parent’s Chapter 11 case and WFS LLC’s SIPA proceeding. Specically, under the hypothetical scenario described in our plan, these

events occur within a three-day period. However, based on an analysis of our nancial and operational interconnectedness, we believe

that our MPOE strategy remains viable regardless of the actual sequence in which these three material entities enter insolvency.

3 OUR 2017 RESOLUTION PLAN

2017 RESOLUTION PLAN

The following gure depicts our material entities grouped by their applicable resolution regimes:

Figure 3.1 Resolution Regimes of Material Entities

2017 RESOLUTION PLAN

3.1 WFBNA’s Receivership and Establishment of the Bridge Bank

Our resolution strategy for WFBNA contemplates the appointment of the FDIC as receiver followed by the transfer of

certain of its assets and liabilities to a newly-chartered Bridge Bank. The transfer of WFBNA’s direct and indirect equity

interests in four material entities – WFIS, WFEGS, Peony, and WF Funding – allows for their resolution as going-concern

subsidiaries of the Bridge Bank. We believe that retaining these downstream subsidiaries of WFBNA as going concerns

maximizes enterprise value, thereby enhancing creditor recoveries and minimizing systemic risk. This strategy preserves

the Company’s core business lines and critical operations in largely the same manner as they operated prior to resolution.

This strategy is aimed at providing WFBNA depositors with timely access to deposits, thereby limiting contagion and

loss of franchise value. Our bridge bank strategy is designed to satisfy the least-cost test under the Federal Deposit

Insurance Act. Notably, the successful resolution of WFBNA under our plan does not rely on the assumption of

cooperation from foreign regulatory authorities or third parties associated with WFBNA’s foreign branches.

Under our 2017 Resolution Plan, over the course of approximately two years, the Bridge Bank would engage in a series

of strategic actions, which would substantially reduce the size and complexity of the Bridge Bank prior to its return to

private ownership. Our approach to the strategic actions would provide the FDIC the exibility to divest identied assets,

business lines, and regional portfolios by attracting a broad range of potential buyers, thereby maximizing enterprise value

without extraordinary government support. Each regional portfolio divestiture would be structured as an asset sale with

the assets and associated customer accounts being integrated into its purchaser’s platform in a manner to be determined by

such purchaser. Customers associated with each divested regional portfolio would become customers of its purchaser. The

remaining region and the business lines of WFBNA that would not be sold to interested purchasers on a stand-alone basis

would together constitute the Surviving Bank. The Surviving Bank would include core, enterprise-wide infrastructure of

WFBNA prior to its failure that would be required to support critical operations and core business lines during the

receivership, preserving customer access to our products and services without signicant market disruption.

The resolution plan for WFBNA is depicted in the following gure.

Figure 3.2 WFBNA Resolution Plan

After completion of the strategic actions and at the time determined appropriate by the FDIC, the resulting Bridge Bank

would return to private ownership through a partial IPO, which would be used to establish market acceptance and valuation

of the Surviving Bank. This would be followed by distribution of the Surviving Bank’s debt or equity to the receivership,

combined with further equity sales to the public through follow-on offerings. The proceeds of the IPO and any further

offerings, as well as any shares of the Surviving Bank that are not sold to the public, would accrue to the WFBNA receivership

to be distributed in accordance with the Federal Deposit Insurance Act.

2017 RESOLUTION PLAN

The Surviving Bank would emerge from receivership as a large regional bank and offer many of the same products and

services that WFBNA would have offered prior to resolution. The products and services offered by the Surviving Bank would

include retail checking and savings accounts, payment services, credit cards, residential mortgage lending and servicing,

and commercial lending and real estate products. This plan has been designed to ensure that the Surviving Bank would be

signicantly smaller than WFBNA, with a lower systemic risk prole. The Surviving Bank would retain the requisite WFBNA

infrastructure and support, including relevant critical services, to operate on a stand-alone basis after the resolution is complete.

Given the orderly execution over time of our plan, we believe the execution of the strategic actions followed by the IPO would

not result in a negative systemic impact to the United States economy.

3.2 WFS LLC’s SIPA Liquidation

The 2017 Resolution Plan assumes that WFBNA’s entry into an FDIC receivership would cause WFS LLC’s secured

funding counterparties to cease extending liquidity necessary to sustain WFS LLC’s operations, necessitating WFS LLC’s

forced liquidation under a SIPA proceeding. We have taken actions to mitigate any negative impacts this liquidation may

create on the rest of the Company, our customers, or to United States capital markets generally. These actions include

the maintenance of signiﬁcant prepositioned ﬁnancial resources within WFS LLC, as well as the implementation of a

series of ongoing operating metrics designed to limit interconnectivity to the rest of the Company and permit rapid

liquidation of assets without negative market impacts.

3.3 The Parent’s Chapter 11 Bankruptcy Case and the Resolution of Certain Non-Bank Subsidiaries

As noted above, WFBNA holds approximately 89% of the Company’s consolidated assets and contains most of our critical

operations and the majority of the activities in the Company’s core business lines. As a result, the Parent is not expected to

continue as a going concern if WFBNA is placed into receivership. Rather, the Parent would ﬁle a petition commencing a

Chapter 11 case under the Bankruptcy Code and begin the liquidation of its assets. These assets include equity interests in

non-bank subsidiaries that are not expected to ﬁle for bankruptcy, such as WFCS LLC. As noted above, these assets will not

include WFS LLC, equity interests, which will be liquidated under a SIPA proceeding.

Prepositioned ﬁnancial resources and limited reliance on wholesale funding markets are expected to allow WFCS LLC to

remain outside of bankruptcy. Therefore, we believe the value-maximizing resolution plan for WFCS LLC would involve

its sale as a going concern for the beneﬁt of the Parent. We took actions to help ensure that WFCS LLC would retain value

prior to its sale, including prepositioning a substantial amount of capital at WFCS LLC and developing plans designed to

ensure that it continues to have access to required ﬁnancial market utilities, which are multilateral systems that provide the

infrastructure for transferring, clearing, and settling payments, securities, and other ﬁnancial transactions among ﬁnancial

institutions or between ﬁnancial institutions and the system (“FMUs”).

The Parent’s other non-bank material entity subsidiaries, WFC Holdings, Forum, and WF Properties, are also expected to

remain outside of bankruptcy. We have prepositioned ﬁnancial resources and added speciﬁc language to contracts, both

of which are intended to ensure that our entities are able to continue to provide critical services to other material entities

during resolution.

It is likely that the Parent would complete the sale or liquidation of most of its other assets before WFBNA’s receiver has

completed its distributions to the Parent bankruptcy estate (described above). If that occurs, the Parent would establish a

liquidating trust pursuant to a conﬁrmed plan of liquidation to collect upon any remaining Parent assets, including the

WFBNA claims, and distribute the proceeds to the Parent’s creditors.

2017 RESOLUTION PLAN

The following gure provides an overview of the resolution plan for our material entities grouped by applicable form of resolution.

Figure 3.3 Resolution Plan for Our Material Entities

3.4 Remediated Deciencies Related to the 2015 Resolution Plan

In April 2016, the Agencies jointly identiﬁed certain deﬁciencies in our 2015 Resolution Plan related to resolution-planning

governance, legal entity rationalization and operational aspects of execution of our preferred resolution strategy, and shared

services. Through resubmissions of our 2015 Resolution Plan, the Agencies determined on April 24, 2017 that we had adequately

remediated the deﬁciencies. Please see Section 8 (Remediated Deﬁciencies Related to the 2015 Resolution Plan) for a more detailed

explanation of the actions we took to address the Agencies’ feedback.

2017 RESOLUTION PLAN

Our 2017 Resolution Plan reects our efforts to further enhance the structure, capabilities, and controls underpinning resolution

planning at the Company. These enhancements are intended to address regulatory guidance and the feedback we have received

on prior plan submissions. They reect our analysis of, and are designed to mitigate, the resolvability risks arising from our

business prole and the execution of our strategy. We invested signicant resources and management attention to develop and

maintain the necessary capabilities and the comprehensive governance framework to help ensure an orderly resolution of the

Company.

This section describes our process to identify resolvability risks, followed by descriptions of the major enhancements we have

made to further mitigate these risks. These areas of enhancement are grouped into the following ve categories:

Building and Positioning Financial Resources

Strengthening Governance Mechanisms and Managing Employee Retention and Communications

Maintaining Operational Continuity

Enhancing Structural Preparedness

Mitigating Potential Legal Challenges

4.1 Identication and Mitigation of Resolvability Risks

Risk identication and analysis is the basis of our approach to resolution planning, as demonstrated in our 2017 Resolution Plan.

We analyzed resolvability risks related to the failure of the Company as well as to the execution of our strategy. We identied and

categorized these resolvability risks and their impacts into four broad categories: (1) external markets and participants, (2) our

nancial resilience under resolution, (3) continued operational continuity, and (4) the ability of our structure to support resolution.

Our plan helps to mitigate the risks in these categories through the Company’s strategy and capability development, governance

framework, and consideration of legal issues that could impact the preferred resolution strategy. On an ongoing basis, we analyze

these risks, and rene and develop our capabilities for mitigation. The risk categories and examples of risk-mitigating capabilities

are briey described below.

Figure 4.1 Resolvability Risk Categories and Mitigation

4 ACTIONS TAKEN TO IMPROVE RESOLVABILITY

IMPACT ON EXTERNAL

MARKETS AND PARTICIPANTS

A disorderly unwinding of the

Company could have a signicant

impact on nancial markets and

their participants.

Examples of Risk-Mitigating Capabilities:

Most of the Company’s critical operations and the majority of the activities in the

Company’s core business lines are housed within WFBNA, allowing for transfer to

the Bridge Bank while minimizing impact to markets and customers.

We developed operating metrics designed to ensure nancial resources are available

to fund less liquid collateral and limit interconnectedness for WFS LLC to mitigate

the risk of forced liquidation under SIPA.

WFCS LLC would retain sufcient nancial resources and FMU access to allow it to

be sold as a going concern.

FINANCIAL RESILIENCE

Our material entities that support

critical operations may not be

suciently ﬁnancially resilient, or

may not have access to sucient

liquidity and capital sources to

implement our preferred resolu-

tion strategy.

Examples of Risk-Mitigating Capabilities:

We implemented the Support Agreements to provide capital and liquidity support to

our operating material entities (i.e., WFBNA, WFS LLC, and WFCS LLC) (the

“Operating Material Entities”).

We funded WFC Holdings, our IHC and the central funding vehicle under the

Support Agreements, with signicant nancial resources.

We prepositioned six months of working capital at Service Material Entities

providing critical services.

2017 RESOLUTION PLAN

4.2 Building and Positioning Financial Resources

To help mitigate risks we identied associated with nancial resilience of Wells Fargo in resolution, we built and positioned

signicant capital and liquidity resources, and developed associated capabilities to monitor and maintain these resources. Since

submitting our 2015 Resolution Plan, we increased our liquidity and added to our total loss-absorbing capacity (“TLAC”),

and we developed a comprehensive capital and liquidity positioning framework to position a signicant portion of these

resources within our material entities. We also bolstered our ability to effectively mobilize contributable nancial resources

during times of stress by prefunding an intermediate holding company, WFC Holdings, with signicant nancial resources

to be deployed prior to resolution. These resources are available to be deployed to material entities pursuant to an executed

secured support agreement (the “Secured Support Agreement”) and secured committed repurchase facilities (the “Committed

Repurchase Facilities”). We refer to these agreements collectively as the “Support Agreements,” which are discussed further

in Section 4.2.2 (Our Support Agreements).

Capital

We increased our overall capital position and prepositioned capital across the Company’s material entities.

The Company’s Common Equity Tier 1 (CET1) ratio (calculated under fully phased-in requirements) of 10.8% exceeds

regulatory minimum requirements plus buffers applicable to the Company.

Our TLAC (calculated under regulatory requirements and comprising CET1 capital of $148.7 billion,

qualifying Tier 1 instruments of $23.1 billion, qualifying Tier 2 instruments of $25.7 billion, and senior unsecured

debt of $93.1 billion) at the Parent increased to $290.6 billion as of March 31, 2017, representing 21.9% of risk-weighted

assets, positioning us to meet the Final TLAC Rule requirements. We also have a methodology through which we have

prepositioned signicant amounts of TLAC at our material entities while maintaining additional amounts at the Parent

and WFC Holdings in order to balance the certainty associated with loss absorbing resources held within a material

entity with the exibility provided by holding resources for further distribution centrally during resolution.

Liquidity

Our liquidity position is characterized by a signicant amount of on-balance-sheet liquid assets matched against a stable

liability structure centered on our deposit franchise.

l

From December 31, 2013 to December 31, 2016, our primary sources of liquidity increased 51% from $316 billion to

$477 billion. Our primary sources of liquidity comprise interest-earning deposits ($201 billion), securities of U.S.

Treasury and federal agencies ($71 billion), and mortgage-backed securities of federal agencies ($206 billion).

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Additionally, our deposit franchise totals approximately $1.3 trillion, representing approximately 76% of our total liabilities.

We make relatively limited use of short-term funding markets, with short-term borrowings representing less than 6% of our

consolidated liabilities.

OPERATIONAL CONTINUITY

During resolution our material

entities could experience

disruption in the continuity of

their operations that may result

in an interruption of their business

activities or hinder the execution

of our preferred resolution

strategy.

Examples of Risk-Mitigating Capabilities:

We perform the vast majority of our critical services in WFBNA.

We executed service level agreements (“SLAs”) between our legal entities providing

and receiving critical services.

We incorporated specic contract language into our SLAs and third-party contracts

intended to ensure service continuity during resolution.

Our exible management information systems (“MIS”) are designed to facilitate

multiple concurrent divestitures and associated transition services agreements

(“TSAs”) while maintaining our customers’ use and access to banking products and

ensuring the security of their information.

STRUCTURAL PREPAREDNESS

Our organizational structure may

introduce operational or ﬁnancial

impediments to the execution of

our resolution strategy.

Examples of Risk-Mitigating Capabilities:

We consolidated legal entities to simplify our legal structure.

We moved team members to the legal entities that those team members support;

similarly, we moved vendor contracts and leases to the applicable legal entities.

Our simplied legal structure helps support separability and execution of our strategic actions.

2017 RESOLUTION PLAN

4.2.1 Capital and Liquidity Analysis and Forecasting Methodologies

Our capital and liquidity capabilities are designed to estimate and maintain sufcient capital and liquidity resources for our material

entities, and estimate the resources required to allow for the successful execution of our plan. We integrated these capabilities

into our enterprise-wide governance mechanisms, which are designed to provide a comprehensive escalation framework

from normal business operations, through stress and into resolution.

We further enhanced our governance by expanding and clarifying the responsibilities of the Risk and Finance Committees of the

Parent’s Board of Directors, the Corporate Asset / Liability Management Committee (“Corporate ALCO”),

and other governance

processes to include resolution-planning activities.

Capital Forecasting Methodologies

Resolution Capital Adequacy and Positioning (“RCAP”): Our RCAP approach is designed to ensure that we have sufcient

TLAC available as required by the Final TLAC Rule

and the Company’s methodology for allocation of TLAC to our material

entities during resolution, with a balance between: (1) the certainty of prepositioning TLAC at subsidiaries and (2) the exibility

of holding contributable resources at the Parent and WFC Holdings to meet unanticipated losses. Our methodology is

derived from a risk-based scorecard that informs prepositioning targets at our material entities as a percentage of RCEN and

applicable regulatory minimums.

Resolution Capital Execution Need (“RCEN”): Our RCEN methodologies and tools estimate the amount of capital that would

be needed to support each material entity during resolution. The methodologies are designed to allow for sufcient capital

at our Operating Material Entities and provide for six months of working capital at WFIS, WFEGS, Forum, and WF Properties

(the “Service Material Entities”). We have created an integrated framework that utilizes our existing capital planning tools, and

augmented them with capabilities to support forecasting of capital requirements under resolution.

We enhanced our existing capital management policies to incorporate resolution capital methodologies, which govern

quantitative limits, capital, and TLAC triggers, as well as escalation and action protocols.

Liquidity Forecasting Methodologies

Resolution Liquidity Adequacy and Positioning (“RLAP”): On a daily basis, our RLAP tools measure the stand-alone net

liquidity position for each Operating Material Entity over a specic stress time frame. The RLAP methodology incorporates

assumptions across various products, including third-party and inter-afliate transactions, legal restrictions on the ability of

material entities to access the liquid assets of other material entities, the impact of resolution events (such as credit rating

downgrades and cross-defaults) on derivative transactions, and foreign branch ring-fencing considerations. The liquidity

positioning framework utilizes a material entity-level, risk-based scorecard to help ensure adequate resources are either

prepositioned or readily available to meet requirements at each material entity to support our plan.

Resolution Liquidity Execution Need (“RLEN”): Our RLEN capabilities are designed to assess the liquidity required to resolve

each material entity in a rapid and orderly manner in accordance with our plan. The RLEN framework incorporates many of

the same considerations as the RLAP framework. Normally, the Company will use the RLEN methodology to produce monthly

updates to help ensure liquid assets are appropriately positioned at our material entities. During times of stress, the Company

would use the RLEN methodology to produce daily updates when the rm enters Enterprise Severity Level 3 (Stress) under

the governance framework described below. The Company presently maintains a signicantly larger liquidity buffer than

its forecasted RLEN requirement to help ensure sufcient liquidity is available to support our resolution strategy. Our

liquidity buffer includes cash, United States Treasuries, sovereign and supra-national debt securities, United States federal

government agency and government sponsored enterprise-issued securities, Agency Mortgage-Backed Securities, Agency

Collateralized Mortgage Obligations, Investment Grade Non-Financial Corporates, and Russell 1000 common shares.

We integrated triggers based on RLAP and RLEN into our enterprise governance mechanisms framework and associated

liquidity risk management policies utilized in ongoing management of the Company.

The Corporate ALCO provides management-level oversight for liquidity risk management and is responsible for, among

other things, recommending to the Board’s Risk Committee the Company’s liquidity risk appetite and management metrics

and limits.

Total Loss-Absorbing Capacity, Long-Term Debt, and Clean Holding Company Requirements for Systemically Important

U.S. Bank Holding Companies and Intermediate Holding Companies of Systemically Important Foreign Banking

Organizations, 82 Fed. Reg. 8266 (January 24, 2017) (codied at 12 C.F.R. Part 252) (the “Final TLAC Rule”).

2017 RESOLUTION PLAN

4.2.2 Our Support Agreements

Our Support Agreements and IHC structure are key enhancements to our 2017 Resolution Plan. Consistent with the 2017 Guidance,

we considered the effectiveness of contractually binding mechanisms and the use of WFC Holdings as an IHC for purposes of

providing pre-resolution nancial support to certain of our material entities. As a result, the Parent, WFC Holdings, WFBNA, WFS

LLC, and WFCS LLC entered into contractually binding mechanisms, the Secured Support Agreement and the Committed

Repurchase Facilities. These agreements are designed to provide WFBNA, WFS LLC, and WFCS LLC with timely access to sufcient

resources in order to effectuate their preferred resolution strategies. Upon the occurrence of the pre-dened capital and

liquidity-based triggers discussed above, WFC Holdings is contractually obligated to provide capital and liquidity support to

WFBNA under the Secured Support Agreement, and to enter into repurchase transactions providing liquidity to WFS LLC and

WFCS LLC under the Committed Repurchase Facilities (collectively, the “Final Contribution Event”).

Prior to ling our 2017 Resolution Plan, the Parent made an initial contribution of assets to WFC Holdings, including liquid assets and

inter-afliate loans, in exchange for funding notes (“IHC Funding Notes”), and retained a cash reserve amount to cover short-term

expenditures and certain other assets. Under the Secured Support Agreement, during normal business operations, (1) the Parent

must make additional contributions to WFC Holdings from time to time of any new assets in excess of those retained assets, such

as proceeds received from a subsequent debt issuance, and (2) WFC Holdings is obligated to provide capital and liquidity to the

Company’s subsidiaries, in each case consistent with existing policies and procedures. Further, during normal business operations,

the Secured Support Agreement provides the Parent with ongoing liquidity through a committed line of credit to satisfy its

debt-service and other funding needs. The Parent also continues to receive dividends or distributions made by its subsidiaries.

The Parent’s obligations and WFC Holdings’ obligations to WFBNA, WFS LLC, and WFCS LLC under the Support Agreements are

secured by the Parent’s and WFC Holdings’ assets (except for certain explicitly excluded assets) pursuant to a security agreement. The

Support Agreements also contain a liquidated damages provision, which sets damages for breaches by the Parent of its obligation to

make contributions and breaches by WFC Holdings of its obligations to provide support following the Final Contribution Event to

(1) WFBNA under the Secured Support Agreement and (2) WFS LLC and WFCS LLC under the Committed Repurchase Facilities.

The following gure illustrates the initial contribution and ongoing funding and other arrangements under the Support

Agreements during normal business operations:

Figure 4.2 Support Agreements Structure During Normal Business Operations

2017 RESOLUTION PLAN

We established a comprehensive governance framework guided by capital, liquidity, and market metrics, as discussed further below in

Section 4.3.1 (Strengthening Governance Mechanisms), to steer the Company through times of signicant nancial stress. Embedded

within this framework are clearly dened triggers informed by our RCEN and RLEN estimates and synchronized to the Company’s

capital and liquidity forecasting methodologies. These quantitative triggers, as well as certain qualitative triggers implicated by the

impending failure of WFBNA or the Parent, trigger the Final Contribution Event.

Upon the occurrence of the Final Contribution Event, the Secured Support Agreement obligates the Parent to contribute its remaining

liquid assets to WFC Holdings, less a holdback amount to permit the Parent to meet its anticipated debt expenses for a limited period

of time and to cover the expected expenses of its bankruptcy proceeding. The holdback for the Parent’s anticipated expenses would

permit the Parent and its regulators to consider the best course of action considering the liquidity crisis suffered by WFBNA, including

exploring strategic alternatives not contemplated by our 2017 Resolution Plan, and, ultimately, commencement of a FDIC

receivership process. When the trigger for this contribution occurs, the outstanding amounts under the IHC Funding Notes are

automatically forgiven and the committed line of credit automatically terminates, in each case in accordance with their respective terms.

The following gure illustrates the Final Contribution Event under the Support Agreements:

Figure 4.3 Final Contribution Event under Support Agreements

The Support Agreements do not require any Board of Director action for the nal contributions to occur. The agreements have received

all necessary approvals and are designed to automatically provide for the down-streaming of nancial resources upon the occurrence

of pre-determined triggers.

We enhanced our plan by entering into the Support Agreements and utilizing WFC Holdings as the central funding vehicle as

described above. These actions have already been undertaken, at a time when the Company is clearly solvent. As a result, legal

challenges of the type described by the Agencies in their 2017 Guidance, premised on theories such as fraudulent transfer, preference

or breach of duciary duty, should be without merit and should not hinder the execution of our MPOE strategy.

2017 RESOLUTION PLAN

4.3 Strengthening Governance Mechanisms and Managing Employee Retention and Communications

4.3.1 Strengthening Governance Mechanisms

To help mitigate the risks associated with operational continuity, nancial resilience, and structural preparedness, we have

implemented comprehensive governance mechanisms that support our resolvability in the following three areas: (1) triggers and

escalation protocols, (2) pre-bankruptcy Parent support, and (3) governance playbooks. These mechanisms are intended to enable

us to identify and appropriately respond to stress events through the execution of informed and timely Board of Directors and

management action, and help ensure that nancial resources are made available to material entities to support the execution of

our resolution strategy.

Enterprise Severity Levels

Upon trigger breaches, our governance mechanisms require escalation to our Board of Directors and senior management for

declaration of appropriate Enterprise Severity Level. The Severity Levels indicate the magnitude of stress experienced by the

Company at all points in the crisis continuum and provide a common nomenclature to facilitate a timely response to external and

internal threats that may impact the nancial health and operating conditions of the Company. The Severity Levels are as follows:

l

Severity Level 5 – Target Operating Range

 l

Severity Level 4 – Heightened Vigilance

 l

Severity Level 3 – Stress

l

Severity Level 2 – Runway

Severity Level 1 – Resolution

The process to approve and declare a particular severity level is based primarily on breaches of quantitative triggers, although no

single trigger or set of triggers automatically leads to a severity level declaration. In addition to the quantitative triggers, the

decision to recommend and approve a severity level incorporates management judgment based on factors including, but not

limited to, the following:

The pace at which the nancial and operational condition of the Company deteriorates.

The proximity of a breached trigger to a subsequent trigger breach associated with the next severity level.

The cumulative nancial impact of multiple trigger breaches and the anticipated impact to the lines of business, material

entities or the Company as a whole including potential reputational risks, based on prevailing market conditions and sentiment.

Our governance mechanisms are documented in our board governance playbooks which serve as guides for our Board of Directors

and senior management to identify and respond to stress event(s) in a coordinated manner.

2017 RESOLUTION PLAN

Figure 4.4 Governance Mechanisms and Enterprise Severity Levels

Triggers and Escalation Protocols

We clearly dened existing and new triggers aligned to severity levels to help identify and detect stress events at the

appropriate time, including pre-action triggers and early warning indicators and incorporated the Company’s methodologies

for forecasting capital and liquidity needs throughout the crisis continuum.

We strengthened our escalation protocols to enable timely reporting of trigger breaches to our Board of Directors and

senior management. Our escalation protocols include clearly dened timeframes for notifying appropriate parties and include

the second line of defense review and challenge prompting further escalation, as necessary.

Pre-Bankruptcy Parent Support

We analyzed potential bankruptcy and state law challenges to understand and help mitigate potential challenges to the

Parent’s proposed pre-bankruptcy funding of capital and liquidity to material entities and timely execution of the Parent’s

pre-bankruptcy and bankruptcy ling actions.

We executed Support Agreements to contractually bind the Parent and WFC Holdings to provide capital and

liquidity support to the Operating Material Entities and to help mitigate potential creditor challenges that may impede the

successful execution of the Company’s resolution strategy.

We prepositioned nancial resources at Operating Material Entities in addition to holding contributable capital and

liquidity resources at the Parent and WFC Holdings. In addition, we have prepositioned six months of working capital at

Service Material Entities to help mitigate disruption of critical services during resolution.

Board Governance Playbooks

We enhanced existing playbooks and created new Board governance playbooks for each of our material entities to provide

guidance to their respective Boards of Directors and senior management on timely execution of the actions required to

execute our resolution plan.

Our Board governance playbooks also incorporate our triggers, which are linked to specic actions for (1) escalation of

information to the relevant Board of Directors and senior management of material entities to take corresponding actions

throughout the crisis continuum; (2) recapitalization and funding of subsidiaries prior to resolution; and (3) the timely

execution of Board of Directors and senior management actions to help mitigate the impacts of the stress event(s), including

those actions related to the execution of the Company’s communications and employee retention strategies.

The following gure provides an overview of the relationships between our governance mechanisms that help provide timely

responses to real-life stress scenarios.

2017 RESOLUTION PLAN

Enterprise Governance and Incident Response Structure

We have a well-established Enterprise Governance and Incident Response Structure (the “Governance Structure”), which is

designed to allow for rapid execution of Board of Directors and senior management actions during stress events by facilitating

cross-functional collaboration and timely communication among the Board of Directors and senior management and business

and functional areas across the Company. Our Governance Structure is risk-agnostic to allow for a comprehensive response to

any type of risk event (e.g., cyber threat, natural disaster, ﬁnancial stress) and includes representation from relevant subject

matter experts from business and functional areas, including RRPO which has specialized knowledge related to the execution

of our resolution plan.

Training and Testing

We trained and tested all our material entity Boards of Directors and senior management on changes to their roles and responsibilities,

ﬁduciary duties, and potential actions during stress events. The trainings and testing conducted have helped educate our Boards

of Directors and senior management in addition to conﬁrming the usability and eectiveness of our board governance playbooks.

Lessons learned from the testing have been utilized to further inform and enhance our governance mechanisms to improve

ongoing coordination, communication, and actions across all levels of our Governance Structure.

4.3.2 Managing Employee Retention and Communications

As part of this process, we enhanced our employee retention playbook to update and detail the strategy for identifying and retaining

key roles, including employee retention options to facilitate operational continuity. In addition, we have enhanced our communications

playbook to detail our approach and strategy for communicating with internal and external stakeholders in a timely manner.

4.4 Maintaining Operational Continuity

During resolution, our material entities could experience disruption in the continuity of their operations that may result in an

interruption of their business activities or hinder the execution of our preferred resolution strategy. To help ensure these operations

continue, we made signiﬁcant investments in capabilities related to our payment, clearing, and settlement (“PCS”) activities,

collateral management, MIS, and shared services. Our comprehensive reporting and data capabilities support our ongoing activities

under normal business operations, and help to prepare us in the unlikely occurrence of a resolution event. In addition, we developed

comprehensive capabilities designed to identify, monitor, and ensure continuation of critical services. Key enhancements include

the following:

4.4.1 Payment, Clearing, and Settlement

Our PCS resolution capabilities provide detailed information about material FMU relationships and the process to help ensure

continued access to FMUs, including identication and monitoring of intraday liquidity needs.

l

Material FMUs

— Our material FMU methodology incorporates applicable volume and value transaction data, as well as applying

qualitative considerations, to identify the material FMUs for Wells Fargo.

— To assess risks relating to access, we analyzed the access requirements to material FMUs, including conducting

contingency exercises, internal simulations, and interviews with FMU management.

— While we believe we would maintain access to the majority of our material FMUs during resolution provided that

nancial and operational requirements are satised, we have adopted contingency plans and back-up arrangements

in support of the plan.

l

Liquidity Requirements

— We enhanced our processes for monitoring intraday liquidity obligations to FMUs during normal business

operations, stress and resolution conditions. We incorporated these into our Intraday Liquidity Management System

in order to monitor and analyze intraday liquidity needs.

— Our resolution forecasting capabilities embedded in our RLAP and RLEN methodologies integrate our FMU activity

with assumptions of expected customer behavior during resolution along with our expectations on increased

demands by material FMUs for adequate assurance in response to our weakening nancial position.

2017 RESOLUTION PLAN

l

FMU Playbooks

— For each material FMU, we maintain PCS playbooks that serve as repositories of options to maintain access,

forecasts of potential FMU adverse actions, FMU reporting requirements, and lists of relevant contact

personnel and decision makers.

l

Governance

— We enhanced our FMU-related governance mechanisms, including the establishment of an enterprise-wide

PCS Ofce (the “PCS Ofce”) to lead our interactions with FMUs before and during resolution.

4.4.2 Collateral Management

We enhanced our collateral management capabilities to help ensure we have effective processes for managing, identifying,

and valuing collateral that the Company receives from and posts to external parties and afliates.

l

Searchable Counterparty Agreements

— We enhanced our existing enterprise collateral agreements data repository by expanding the scope of

agreement types it holds. We also enhanced our ability to readily access, aggregate, search, and regularly

review key counterparty collateral agreement terms at the eld level – such as afliate cross-default, early

termination, and credit rating downgrade provisions – that may impact resolution, including stressed funding

needs and collateral balances.

l

Collateral Reporting and Stress Testing

— Our collateral reporting and stress testing capabilities are designed to track rm collateral sources and uses at

the CUSIP level on at least a t+1 basis, by leveraging our centralized liquidity analytics application and to track,

report and analyze inter-branch collateral pledged and received.

l

Governance

— We formed a centralized enterprise-wide collateral management unit within Corporate Treasury, and have a

comprehensive enterprise-wide collateral management policy that informs how we approach collateral. We

integrated this enterprise-wide policy into our line of business policies.

— We established the Collateral Management Governance Committee to govern enterprise-wide collateral

activities. This committee is responsible for oversight of the collateral management policy and overall

collateral management governance.

— We created an enterprise-wide Qualied Financial Contracts (“QFCs”) policy, which includes certain restrictions

on cross-default to our afliate in our QFCs.

— We improved resolvability by adhering to the International Swaps and Derivatives Association Resolution Stay

Protocol (the “ISDA Protocol”).

4.4.3 Management Information Systems

We enhanced our MIS capabilities to readily produce reliable and retrievable key data on a legal entity basis, and implemented

controls to help ensure data integrity and reliability. Our MIS reporting solutions include:

A Critical Reports Inventory to identify key reports and nancial and risk data, which is designed to support our

management decision-making at the appropriate frequency and granularity up to and during resolution.

The capability to produce daily risk exposure reporting by legal entity, including by external counterparty and

afliate exposures.

Centralized repositories housing information related to nancial contracts, third-party contracts, SLAs, and TSAs,

searchable by individual elds. These database repositories support our Service Catalog documentation and reporting.

MIS capabilities designed to adapt our strategic actions in response to buyer needs.

2017 RESOLUTION PLAN

We maintain repositories of information related to the Service Catalog, nancial contracts, third-party contracts,

SLAs, and licenses and memberships to exchanges and value transfer networks, including FMUs, with functionality

to enable searches for key data elds.

Governance routines are embedded within the Enterprise Information Technology governance framework, named

the Enterprise Information Technology Target Operating Model, to manage the ongoing sustainability of recovery

and resolution planning capabilities and the development of any new recovery and resolution planning requirements,

and to coordinate across other programs.

4.4.4 Shared Services

Our critical services delivery model is designed to guide the identication of the Company’s critical services, map legal

entities and resources used to support them, and develop capabilities to help ensure the resiliency of those critical services

in resolution. To help enable the consistent identication of critical services, we developed a services taxonomy across the

Company that itemizes our individual critical services utilizing harmonized service denitions. This taxonomy informed the

development of our Service Catalog, which maintains a detailed record (or mapping) of critical services that support our critical

operations, including the following components: personnel, facilities, systems, third-party vendors and FMU relationships,

and intellectual property. The Service Catalog helps provide for (1) the analysis of whether the services are essential during

our resolution, (2) the identication of mitigants to risks to the ongoing provision of the services, and (3) the integration of

the Service Catalog to our legal entity rationalization process, which is intended to ensure that our legal entity structure

supports our critical services delivery model.

Mitigation of continuity risks:

l

As discussed further in Section 4.5 (Enhancing Structural Preparedness) below, our legal entity rationalization

process integrated the critical services delivery model into the Company’s legal entity rationalization criteria

(“LER Criteria”). We utilize the Service Catalog to identify opportunities to simplify our legal structure used to

support critical services, and to make structural and non-structural changes to enhance the resolvability of the

Company. Our ongoing recent evaluations led to changes to enhance our resolvability, including:

— Consolidation of legal entities that provide critical services.

— Realignment of personnel, third-party vendors, and facilities to help ensure our ongoing provision of critical

services during resolution.

— Execution of clearing agreements with third-party providers of FMU access to help ensure ongoing continuity

of access.

l

The incorporation of our critical services delivery model into our ongoing management of the Company led to

direct actions intended to ensure ongoing provision of critical services, including the following:

— Inclusion of appropriate terms and conditions to prevent termination based on insolvency.

—

Establishment of SLAs and the integration of resolution-resilient language between afliates for service provision.

— SLAs reect pricing considerations on an arm’s-length basis as appropriate.

— Digitization of contracts, leases, and SLAs into centralized repositories in a searchable format at the data eld level.

— Placement of sufcient working capital in relevant legal entities.

l

We embedded governance over our critical services delivery model into the ongoing management of the Company.

— Our Shared Services Governance Ofce maintains the Service Catalog and monitors the legal entities providing

critical services, SLAs, and third-party vendor contracts to ensure compliance with our critical services delivery model.

— Our Operational Resiliency group performs periodic assessments, at a minimum annually, of the Service Catalog,

including the mapping of critical services to material entities, core business lines, critical operations and strategic actions.

2017 RESOLUTION PLAN

4.5 Enhancing Structural Preparedness

4.5.1 Legal Entity Rationalization

To help address the risk that our organizational structure may introduce operational or nancial impediments to the execution of

our resolution strategy, we maintain the following capabilities:

l

LER Criteria: We implemented clear and actionable LER Criteria intended to support our preferred resolution strategy

and minimize risk to the stability of the United States nancial system in the event of our failure. Application of our LER

Criteria is intended to (1) facilitate the contemplated financial support to our material entities, (2) enable strategic

actions contemplated in the plan while maintaining continuity of critical services, (3) adequately protect WFBNA

from risks arising from our non-bank entities, and (4) minimize our overall complexity. These criteria are organized into

seven high-level objectives, as described in the table below. Collectively, these capabilities and their application allow us

to monitor changes in the Company’s business over time by actively assessing changes to the asset composition and

risk prole of afliates, such as international bank activities and non-bank activities that could affect orderly resolution

under our plan.

l

LER Assessments: We executed comprehensive assessments of the alignment of our corporate structure with our LER

Criteria, and identied specic projects to enhance resolvability, including the following:

— We consolidated bank-permissible activities within WFBNA and aligned personnel, third-party vendor contracts, and

facilities with the entities they serve, in order to reduce the number of legal entities that are designated as service or

component providers.

— We rationalized and realigned the ownership of numerous legal entities by line of business in order to optimize the

execution of our plan generally, including certain strategic actions.

— As noted above, we executed clearing agreements with third-party providers of FMU access to help ensure ongoing

continuity of access.

Figure 4.5 Summary of LER Objectives and Criteria

LER Objectives Summary of Certain LER Criteria Examples of Application of Criteria

1. Protect the

Insured

Depository

Institutions

Limit the financial and operational in-

terconnectedness of broker-dealers and

international activities with WFBNA.

Conduct critical services supporting

WFBNA within WFBNA or one of its

wholly-owned subsidiaries.

We maintain quantitative metrics to monitor strategic

changes over time (including with respect to WFS

LLC, WFCS LLC, and certain international activities).

We moved employees supporting the provision of

critical services from certain of the Company’s legal

entities to WFBNA.

2. Minimize

complexity

Maintain a separate institutional and a

retail licensed broker-dealer.

Limit the number of legal entities that

perform the same critical service for a

material entity.

We maintain separation of WFS LLC and WFCS LLC.

We consolidated a legal entity service provider into

Forum, one of our material entities.

2017 RESOLUTION PLAN

LER Objectives Summary of Certain LER Criteria Examples of Application of Criteria

3. Manage the level

of risk in the

organization’s

material entities

consistent with

the preferred

resolution

strategy

Conduct critical operations in a small

number of well-capitalized and

well-funded legal entities.

Require that intercompany derivative

transactions are Volcker Rule-compliant,

executed on an arm’s-length basis,

and subject to daily margining when

between legal entity aliates.

WFBNA conducts most of our critical operations and

is supported by capital and liquidity pre-positioning,

and entered into the Support Agreements, to help

ensure that WFBNA is well-capitalized.

Over-the-counter derivative positions between aliates

and WFBNA are pursuant to fully-collateralized

agreements that satisfy Regulation W requirements

with only small legacy positions to third parties.

4. Facilitate capital

and liquidity

ﬂows

Maintain a legal entity structure that

minimizes the disruption of funding

ﬂows.

Ensure sucient liquidity and capital

is available to each material entity to

eectuate its preferred resolution.

Document, monitor, and limit any

funding impediments or obstacles to the

Company’s preferred resolution strategy,

including any potential early termination

or unconditional cancellation.

We utilize WFC Holdings as an intermediate holding

company to provide capital and liquidity support to

the Operating Material Entities.

We increased our TLAC available at the Parent and

IHC to help ensure that the Company’s material

entities could continue to operate while the Company

executes its preferred resolution strategy.

We published QFC standards, placing restrictions on

certain terms in QFCs as well as on QFC activities

of the Parent, either as a contracting party or as a

guarantor.

5. Ensure

continuity of

critical services

Align resources with the legal entities they

serve by ensuring that sta is employed

by the operating subsidiary that they

support and the legal entity that beneﬁts

from technology, intellectual property,

or ﬁxed assets will hold those assets on

its balance sheet. If sta support a legal

entity by which they are not employed,

or a legal entity relies on assets not on its

balance sheet, put appropriate SLAs in

place to ensure continuity of services in a

resolution scenario.

Ensure that legal entities receiving critical

services can continue to receive those

services in resolution by (1) maintaining

SLAs that provide for continued access

in resolution, and / or (2) establishing

redundancy or contingency arrangements

that are critical to the successful execution

of the preferred resolution strategy.

We transferred applicable support personnel to

WFBNA to locate them in the legal entity they

support in order to preserve continuity of operations

for the Bridge Bank in resolution.

We executed a master intercompany service agreement

and re-documented the underlying SLAs to help ensure

such resources are readily identiﬁable and accessible

in resolution; we maintain clearing agreements with

third-party providers of FMU access to provide a

means of accessing these FMUs where required in

resolution.

The Volcker Rule refers to Section 619 of the Dodd-Frank Act and the rules and regulations promulgated thereunder.

2017 RESOLUTION PLAN

LER Objectives Summary of Certain LER Criteria Examples of Application of Criteria

6. Promote

separability

Restrict ability of legal entities that

are identiﬁed as likely to be sold in the

Company’s resolution or recovery plans

to own subsidiaries that are not expected

to be part of the identiﬁed sale.

Maintain the ability to execute the

planned WFBNA strategic actions without

impacting the surviving operations of

the Bridge Bank. Additionally, develop

and maintain the ability to provide con-

tinuing TSAs for the planned geographic

region strategic actions in order to allow

for more ﬂexibility in resolution.

We moved certain legal entities sitting under the

WFBNA ownership chain to the Parent’s owner-

ship chain to promote separability and support the

execution of certain strategic actions in a resolution

scenario.

Our SLAs, and the accessibility of the data underlying

them, readily allow for incorporation of required

services into applicable TSAs upon the divestiture

of a legal entity party to the SLA to help ensure the

continued provision of services.

7. Rationalize

international

growth

Establish a new international legal

entity only if that legal entity does not

impede the overall resolution of the

Company.

Legal entity rationalization considerations are embedded

into the fundamental legal entity event governance

process, which monitors the establishment of new

international legal entities.

l

Governance: We integrated our LER Criteria fully into our ongoing processes for creating, maintaining, and

optimizing our structure and operations on a continuous basis.

— We embedded our legal entity rationalization considerations into our new and modied products review

process, strategic planning, and mergers and acquisitions processes (including divestitures and

strategic investments).

— We created a dedicated and permanent Legal Entity Ofce, reporting to the Chief Financial Ofcer (“CFO”), to

manage enterprise-wide legal entity governance throughout the legal entity lifecycle, and to oversee policies,

procedures, and governance protocols to ensure ongoing application of the LER Criteria.

2017 RESOLUTION PLAN

4.5.2 Enabling Separability

Our separability capabilities are designed to enable us to execute our plan, including our strategic actions, under a variety

of market conditions while maintaining the operational continuity of our critical services for our ongoing operations

throughout resolution.

As discussed in Section 3 (Our 2017 Resolution Plan), our plan requires that we reduce the size of the Bridge Bank prior to

its IPO through the execution of our strategic actions. A signicant number of our strategic actions revolve around regional

portfolios, as depicted in the gure below. Our plan contemplates that the FDIC would create salable regional portfolios

consisting of our retail branches and selected customer loan and deposit account portfolios, which would be sold to purchasers

interested in entering a particular region or growing their existing banking capabilities in a region. For the purposes of

illustration, the following gure depicts how such regional portfolios may be potentially organized. As described in more

detail below, we developed operational capabilities that would permit the FDIC exibility around the composition of these

strategic actions (e.g., sell assets in individual states or group certain states together) and organization of these strategic actions

(e.g., assemble these actions around portfolio sales, line of business divestitures, and nally, an IPO of the remaining assets).

Figure 4.6 Proposed Regional Portfolios

To facilitate the rapid and orderly execution of each strategic action, we took the following actions:

We created strategic action playbooks and supplemental operational playbooks.

We conducted hypothetical due diligence exercises intended to ensure potential buyers would have access to the

information they may require to understand the assets being sold.

We populated virtual data rooms to hold this analysis, which will be updated at least annually to help enable

efcient completion of the strategic actions.

We created detailed mappings of assets and liabilities at the accounting unit level in order to allow exibility to group

strategic actions into different regions or portfolios to respond to buyer needs.

We analyzed multiple execution options for strategic actions to improve exibility for the Company and buyers.

Our MIS capabilities are designed to facilitate multiple concurrent divestitures, including processes to provide necessary

services to buyers via TSAs, while maintaining our customers’ use and access to banking products, and ensuring the

security of their customer information. Our critical services delivery model helps us rapidly develop TSAs and other

transitional arrangements when executing strategic actions.

2017 RESOLUTION PLAN

We also made changes to our Company structure to enhance separability. For example, we took a number of measures to

enhance our ability to market and sell WFCS LLC as a going concern to a suitable buyer in a timely manner:

We maintain a long-standing organizational separation between WFCS LLC (our retail broker-dealer) and WFS LLC (our

institutional broker-dealer), so that our institutional and retail brokerage businesses do not need to be separated prior to resolution.

We merged the two legal entities that had previously provided our retail broker-dealer services – First Clearing LLC and

Wells Fargo Advisors, LLC – into one material entity, WFCS LLC.

We pre-positioned nancial resources within WFCS LLC to help facilitate the execution of our resolution strategy.

We performed hypothetical due diligence and established a virtual data room, as described above.

4.6 Mitigating Potential Legal Challenges

Our resolution plan incorporates elements designed to mitigate legal challenges to its implementation. We devoted signicant

resources, including engaging local counsel and other specialists, to identify and analyze potential legal challenges and mitigants.

In addition to the creditor challenges associated with our entering into the Support Agreements discussed above in Section 4.2

(Building and Positioning Financial Resources), we analyzed other relevant legal challenges, including those described below.

Competing Insolvency Regimes and Ring-Fencing

In addition to analyzing the three separate resolution regimes for the Parent, WFBNA, and WFS LLC, we analyzed the risk that

the failure of WFBNA could lead supervisors, resolution authorities or third parties in multiple jurisdictions to take actions

(or abstain from actions) that could result in separate insolvency proceedings or restrictions on the activities or availability of

assets of WFBNA’s foreign branches and subsidiaries. These types of events are often referred to as “ring-fencing.”

We analyzed the potential impact on the Bridge Bank’s capital and liquidity, and the ability of the Bridge Bank or other

surviving legal entities to replace services and funding that would be cut off as a result of ring-fencing proceedings. We

believe we would have sufcient nancial resources and operational capabilities for the successful execution of our resolution plan.

Compliance with National Depositor Preference Statute

The National Depositor Preference Statute, enacted as part of the Federal Deposit Insurance Act, species the order of priority

by which the FDIC will make distributions of amounts realized from the resolution of WFBNA.

l

The statute provides that deposit liabilities have a higher priority than other general or senior unsecured

liabilities of WFBNA, which in turn have a higher priority than subordinated obligations of WFBNA.

l

Deposits payable only outside the United States and deposits at an International Banking Facility are not treated

for the purposes of the statute as deposit liabilities, but are treated as unsecured obligations with the same

priority as, for example, senior debt owed by WFBNA or litigation claims against WFBNA.

l

With respect to WFBNA, our plan is designed to comply with the priority order specied in the National Depositor

Preference Statute without requiring the FDIC to split a class (that is, treat certain claims differently than certain

other claims having the same priority). Subordinated borrowings by WFBNA would remain in the FDIC receivership.

ISDA Protocol

l

We addressed legal issues associated with the implementation of Section 2 of the ISDA Protocol, which provides

for an automatic override of cross-defaults related to an afliate entering United States insolvency proceedings

without the need for a court order or other court action, except as provided in Section 2(b) thereof, which requires

court action in certain circumstances (e.g., where the afliate is a guarantor).

l

Through a centralized database, we have the capability to analyze guarantees and cross-default provisions in

our ISDA master agreements (“ISDA Master Agreements”) and other QFCs. WFBNA is the Company’s primary

OTC derivatives booking entity. Based on our analysis of its ISDA Master Agreements and security nancing

transactions, we concluded that Section 2(b) of the ISDA Protocol is not relevant to WFBNA’s resolution. Instead,

Section 2(a) of the ISDA Protocol would override cross-defaults in WFBNA’s QFCs and security nancing

transactions without the need for court action.

l

We also concluded that Section 2(b) of the ISDA Protocol is not relevant to the resolution strategy of any of the

Company’s other material entity subsidiaries due to the general absence of Parent guarantees of their QFCs.

2017 RESOLUTION PLAN

5.1 Governance Overview

Our resolution planning process is governed through a structure that aligns with the Company’s risk management framework, as

it is described in the Company’s Annual Report for 2016. This governance approach, reected in the gure below, is designed to

enable comprehensive oversight of the Company’s resolution planning activities and effective escalation to facilitate informed

decision making.

Figure 5.1 Resolution Planning Governance Structure

5 GOVERNANCE AND CONTROLS

5.2 Governance Bodies with Oversight Responsibilities

Our Parent and material entity Boards of Directors and senior management coordinate to oversee our governance structure. We

clearly dene roles for key decision-makers and use well-established reporting and communication protocols. These protocols are

designed to allow us to effectively communicate decisions about the resolution plan throughout the Company, incorporate feedback

related to our resolution plan from the Boards of Directors, and ensure that the resolution plan adapts as our business structure and

activities evolve. The following governance bodies have oversight and responsibility for managing and overseeing resolvability risks:

l

The Parent’s Board of Directors approves the Company’s resolution plan and resolution planning policy.

l

The Audit & Examination Committee of the Parent’s Board of Directors receives regular updates from management on the

Company’s resolution planning progress, including actions taken to mitigate resolvability risks, and recommends

approval of the plan to the Board of Directors.

l

The Recovery and Resolution Committee, a senior management-level governance committee chaired by the Company’s

CFO, oversees the Company’s resolution strategy and related initiatives. The committee is sponsored by and operates

under the authority of the CFO and the Company’s Chief Risk Ofcer. Voting members include the Company’s Treasurer,

Corporate Controller, General Counsel and Chief Risk Ofcer.

Features of this governance approach include: (1) governance bodies with oversight responsibilities; (2) executive ownership and

accountability; (3) dedicated stafng and training; (4) resolvability incorporated into routine business practices; (5) processes and

controls to help ensure quality and accuracy; and (6) independent review and oversight.

2017 RESOLUTION PLAN

5.3 Executive Ownership and Accountability

The Company’s CFO is the executive sponsor of the Recovery and Resolution Program. Reporting to the CFO is the Head of

Recovery and Resolution Planning, who is responsible for coordinating resolution preparedness and leading the development of the

Company’s resolution plans.

Our governance and oversight framework supports compliance with regulatory requirements and increases team member involvement

in resolution planning across the Company. In 2016, the Company reorganized its resolution planning approach and implemented

an integrated workstream or “focus area” model, as depicted in the following gure.

Figure 5.2 Resolution Planning Focus Areas

The executives leading the focus areas in the gure above maintain primary responsibility for ensuring the relevant capabilities are

developed and maintained to support our resolution plan.

5.4 Dedicated Stafng and Training

We increased resolution support stafng and provide resolution-related training to help ensure engagement and understanding

throughout the Company.

l

The size of the Recovery and Resolution Program Ofce has signicantly increased in size over the past three years, and

its scope of responsibilities related to resolution planning for the broader management team has increased commensurately

during the same period.

l

A dedicated team within the Law Department is involved throughout the preparation of our resolution plan under the

supervision of the Company’s General Counsel.

l

We provide signicant resolution planning training to the Parent’s and WFBNA’s Boards of Directors, the other material

entity Boards of Directors, and the Company’s Management Committee on roles and responsibilities and will continue

to do so as warranted.

l

We maintain an enterprise-wide resolution planning training and education online module.

2017 RESOLUTION PLAN

5.5 Resolvability Incorporated into Routine Business Practices

Resolvability considerations are incorporated into routine business practices at the Company.

l

We include resolution planning criteria and considerations in our day-to-day management decision-making processes,

such as new and modied product approvals, legal entity rationalization, strategic planning, and mergers and acquisitions.

l

Resolvability risk is managed through the Company’s risk management framework.

5.6 Processes and Controls

We maintain controlled processes designed to ensure the quality and accuracy of our plan.

l

The Company maintains a system of controls and oversight to support the way we develop and apply important

components of our plan, including (1) economic and operational assumptions, (2) critical operations, core business lines,

material entities, and critical services, (3) nancial projections, and (4) the risks to our resolution strategy.

l

Our approach for developing financial projections in the plan is aligned with other regulatory exercises requiring

nancial projections, each of which is subject to governance and controls. These documented processes and controls are

independently challenged and assessed by the Corporate Controller’s ofce, Corporate Risk, and Wells Fargo Audit Services.

5.7 Independent Review and Oversight

Our resolution planning is subject to independent review and challenge.

l

Corporate Risk is responsible for independently overseeing a broad collection of risk activities throughout the Company.

Within Corporate Risk, a dedicated team of risk management professionals leads independent assessment, monitoring,

and oversight of how the Company manages resolution risk.

l

The Corporate Controller’s organization performs independent testing of the controls used in developing nancial

projections in the plan.

l

Wells Fargo Audit Services independently assesses whether the risk management, system of controls, and governance

processes for the preparation of the resolution plan are adequate and functioning as intended.

5.8 Principal Ofcers

The following individuals are the principal ofcers of the Company. See Section 10 for the Principal Ofcer Biographies.

l

Timothy J. Sloan, Chief Executive Ofcer and President

l

Franklin R. Codel, Senior Executive Vice President, Consumer Lending

l

Hope A. Hardison, Senior Executive Vice President, Chief Administrative Ofcer

l

Richard D. Levy, Executive Vice President, Controller

l

Michael J. Loughlin, Senior Executive Vice President, Chief Risk Ofcer

l

Mary T. Mack, Senior Executive Vice President, Community Banking

l

Avid Modjtabai, Senior Executive Vice President, Payments, Virtual Solutions and Innovation

l

C. Allen Parker, Senior Executive Vice President, General Counsel

l

Perry G. Pelos, Senior Executive Vice President, Wholesale Banking

l

John R. Shrewsberry, Senior Executive Vice President, Chief Financial Ofcer

l

Jonathan G. Weiss, Senior Executive Vice President, Wealth and Investment Management

2017 RESOLUTION PLAN

Our business activity, for resolution planning purposes, is focused in the following four core business lines:

(1) Community Banking;

(2) Consumer Lending; (3) Wholesale Banking; and (4) Wealth and Investment Management. Core business lines, which are those

that upon failure we believe would result in a material loss of revenue, prot, or franchise value, have been identied solely for

resolution planning purposes and may differ from the operating segments that the Company uses for reporting in its reports led

with the SEC. Specically, the Company’s operating segments (Community Banking, Wholesale Banking, and Wealth and Investment

Management) are based on the way management has organized business lines for making operating decisions and assessing

performance. The operating segments are generally dened by product type and customer segment. We describe our core business

lines, along with their core products and services, in the gure below.

Figure 6.1 Description of Core Business Lines and Their Products and Services

6 DESCRIPTION OF CORE BUSINESS LINES

Operating Segment Core Business Line Products and Services

Community

Banking

Community Banking

Community Banking oers a diverse range of ﬁnancial products

and services to consumer and small business customers,

including transaction banking facilities (retail checking and

savings accounts, deposits) and payment services (digital

payments and transfers, payroll services for small business

customers).

Consumer Lending Consumer Lending provides a variety of retail and business-

based secured and unsecured lending products to new and

existing clients. Consumer Lending supplies key products to

the Community Banking and Wealth and Investment

Management organizations to leverage their strong distribution

channels to reach the Company’s broad consumer and small

business client bases. Consumer Lending includes three

primary businesses: (1) Consumer Credit Solutions: general

purpose credit cards, co-brand credit cards, Personal Lines

and Loans, Direct Auto, Student Lending, and Retail Services;

(2) Dealer Services: Indirect Auto Finance, Commercial

Services, and Reliable Finance; (3) Wells Fargo Home Lending:

Home Mortgage and Home Equity.

For purposes of resolution plans led under the Dodd-Frank Act, “core business lines” are dened as: “…those business lines

of the covered company, including associated operations, services, functions and support that, in the view of the covered

company, upon failure would result in a material loss of revenue, prot or franchise value.” 12 C.F.R. § 243.2(d).

Our Community Banking operating segment for SEC reporting captures both the Community Banking and Consumer

Lending core business lines.

2017 RESOLUTION PLAN

Operating Segment Core Business Line Products and Services

Wholesale Banking Wholesale Banking Wholesale Banking provides diversified financial

solutions to domestic and international commercial,

corporate, and other ﬁnancial institution clients across

the United States and globally. Wholesale Banking

services middle market clients, including commercial

banking, business banking, commercial real estate, and

government and institutional banking, as well as large

corporate customers. It oers a wide range of products,

including treasury management, asset-based lending,

insurance brokerage, foreign exchange, correspondent

banking, trade services, specialized lending, equipment

ﬁnance, corporate trust, investment banking, and

capital markets.

Wealth and Investment

Management

Wealth and

Investment Management

Wealth and Investment Management provides a full range

of personalized wealth management, investment and

retirement products and services to clients across United

States-based businesses including Retail Brokerage, The

Private Bank, Abbot Downing, Wells Fargo Institutional

Retirement and Trust, and Wells Fargo Asset Management

(“WFAM”). Wealth and Investment Management delivers

financial planning, private banking, credit, investment

management, and fiduciary services to high-net worth

and ultra-high-net worth individuals and families. It

also serves clients’ brokerage needs, supplies retirement

and trust services to institutional clients and provides

investment management capabilities delivered to global

institutional clients through separate accounts and the

Wells Fargo Funds.

2017 RESOLUTION PLAN

7.1 Material Entity Designation Process

For resolution planning purposes, we identied our material entities

described above using an enhanced, comprehensive qualitative

and quantitative designation process based on the regulatory denition of a “material entity.” We evaluate our legal entities at a

minimum annually to assess their signicance to our resolution strategy or business activities. We administer our material entity

designation process through an established governance framework with oversight from second and third lines of defense, and the

Recovery and Resolution Committee.

Our process uses the following factors, among others, to analyze the signicance of our legal entities, including foreign ofces and

branches, in line with regulatory guidance and our business model:

l

Contribution of revenue, assets, and employees to each core business line.

l

Contribution of employees to each critical operation.

l

Signicant additional analysis relating to:

— Support of global treasury operations, funding and liquidity activities (inclusive of intercompany transactions)

through analysis of the entity’s contribution to the high-quality liquid assets (“HQLA”) securities portfolio, treasury

and operations staff, and materiality of its external liquidity sources to the Company.

— Support of material operations identied through a full review of our digitized Service Catalog to evaluate critical

service and component providers, including key personnel, facilities, systems, third-party vendors and FMUs, and

intellectual property.

— Origination of derivatives booking signicant to the activities of the critical operation through evaluation of the

signicance of the activity and whether the entity is registered as a Derivatives Swaps Dealer.

— Facilitation of asset management and asset custody by evaluating its percentage contribution to our critical operations.

7 OUR MATERIAL ENTITIES AND INTERCONNECTEDNESS

The 165(d) rule denes material entities as those legal entities, including foreign ofces and branches that are signicant to

the activities of a critical operation or core business line of the Company. 12 U.S.C. §5365(d).

Under Title VII of the Dodd-Frank Act, swap dealers and security-based swap dealers (collectively, “dealers”) are dened as

those who make markets in swaps or security-based swaps, or those who regularly trade “swaps” or “security-based swaps”

in the ordinary course of business for their own account. 15 U.S.C. §8321; see also 15 U.S.C. §8341, 7 U.S.C. §1.

2017 RESOLUTION PLAN

The gure below depicts the designation process we undertook to determine which of our entities to designate as material entities

for resolution planning purposes.

Figure 7.1 Material Entity Designation Rationale

2017 RESOLUTION PLAN

Based on our process, the following legal entities are designated as material entities for resolution planning purposes.

Figure 7.2 Key Contributors to Material Entity Designation Process

7.2 Description of Material Entities

As described in Section 1 (Introduction to the 2017 Resolution Plan), our material entities for resolution planning purposes include

our top-tier bank holding company, the Parent; our IHC, WFC Holdings; WFBNA and its two material corporate treasury subsidiaries,

Peony and WF Funding; our non-bank Operating Material Entities, WFS LLC and WFCS LLC; and our Service Material Entities,

WFIS, WFEGS, Forum, and WF Properties. Below we provide a description of our material entities, including their background and

nancial information.

7.2.1 The Parent

2017 RESOLUTION PLAN

Background Information

The Parent, the covered company under Section 165(d), is a Delaware corporation and publicly traded on the New York Stock

Exchange under the ticker symbol “WFC.” It is a diversied nancial services holding company and a bank holding company under

the Bank Holding Company Act (the “BHCA”). The Parent’s subsidiaries provide banking, insurance, investments, mortgage, and

consumer and commercial nance through more than 8,600 locations, 13,000 ATMs, the internet, and mobile banking.

Description of Financials

On a stand-alone basis, the Parent’s most signicant assets are investments in subsidiaries, which comprise approximately 55% of

the Parent’s total assets. Similarly, on a stand-alone basis, the Parent’s most signicant liabilities are long-term debt, which comprise

approximately 81% of its total liabilities. The Parent holds total assets of $366 billion and total liabilities of $166 billion, which

represent approximately 19% of total consolidated assets and approximately 10% of total consolidated liabilities of the

Company, respectively.

The Parent and its consolidated subsidiaries hold total assets of $1.9 trillion and total liabilities of $1.7 trillion. From a capital standpoint,

the Company has total equity of $200.5 billion. In 2016, the Company generated $88.3 billion in revenue, has non-interest expense

of $52.4 billion, and net income of $21.9 billion. For a summary of capital gures, see Section 7.4 (Summary of Financial Information

Regarding Assets, Liabilities, Capital, and Major Funding Sources).

7.2.2 WFC Holdings (IHC)

Background Information

WFC Holdings, our newly-designated IHC, is a Delaware limited liability company and a direct, wholly-owned subsidiary of

the Parent. As discussed above in Section 4.2.2 (Our Support Agreements), the Parent and the IHC are parties to the Support

Agreements, which provide capital and liquidity resources to WFBNA, WFS LLC, and WFCS LLC.

Description of Financials

WFC Holdings’ most signiﬁcant assets are investments in subsidiaries, which comprise approximately 92% of its total assets. WFC

Holdings’ total assets are $175 billion, which represent approximately 9% of the Company’s total consolidated assets. WFC Holdings’

total liabilities are $415 million, which represent less than 1% of the Company’s total consolidated liabilities. WFC Holdings has total

equity of $174.3 billion.

2017 RESOLUTION PLAN

7.2.3 WFBNA and the Corporate Treasury Material Entities

WFBNA

Background Information

WFBNA is a national banking association and an indirect, wholly-owned subsidiary of the Parent. WFBNA is the Company’s

primary insured depository institution and engages in retail, commercial, corporate banking, real estate lending, trust and

investment services. WFBNA, with its subsidiaries, represents approximately 89% of the Company’s consolidated assets and

contributes a signicant amount of the Company’s consolidated revenue and net income. WFBNA provides most of the Company’s

critical operations and holds the majority of the activities in the Company’s core business lines.

Peony

Peony is a Delaware corporation and an indirect, wholly-owned subsidiary of WFBNA. It holds a signicant portion of

WFBNA’s investment securities portfolio, including securities considered to be HQLA.

WF Funding

WF Funding is a Minnesota corporation and an indirect, wholly-owned subsidiary of WFBNA. It holds mortgage loan

participations that represent a material amount of the assets of WFBNA’s consumer mortgage portfolio, which

represents a signicant component of the Consumer Lending core business line.

Description of Financials

WFBNA holds approximately $934 billion of loans and leases, comprised of loans and leases held-for-sale plus loans and leases

net of unearned income and allowance. Of the $934 billion, $484 billion, or 52%, represent loans secured by real estate. Loans and

leases represent approximately 54% of WFBNA’s total balance sheet. WFBNA and its subsidiaries hold approximately $286 billion

in available-for-sale securities at fair value, a gure that represents approximately 17% of its total assets. WFBNA’s liabilities include

$1.2 trillion in domestic deposits, which represent approximately 78% of WFBNA’s total liabilities. WFBNA’s total consolidated

assets are $1.7 trillion and total consolidated liabilities are $1.6 trillion, which represent approximately 89% and 91% of the

Company’s total consolidated assets and total consolidated liabilities, respectively. From a capital standpoint, WFBNA has total

equity of $155.8 billion. In 2016, WFBNA generated $74.2 billion in net interest income, non-interest income, and realized gains

(losses) on available-for-sale securities. WFBNA has non-interest expense of $40.9 billion, and a net income of $20.2 billion.

For a summary of capital gures, see Section 7.4 (Summary of Financial Information, Assets, Liabilities, Capital, and Major

Funding Sources).

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7.2.4 Affiliate Broker-Dealers

WFS LLC

Background Information

WFS LLC is a Delaware limited liability company and an indirect, wholly-owned non-bank subsidiary of the Parent. It is registered

with the SEC as a broker-dealer and with the United States Commodity Futures Trading Commission (“CFTC”) as a futures

commission merchant. WFS LLC engages in certain aspects of the Company’s Wholesale Banking core business line, including

futures, investment banking, and capital markets products and services to middle market, large, and Fortune 500 companies.

Description of Financials

WFS LLC’s assets consist primarily of nancial instruments owned (40%) and securities purchased under agreements to resell and

securities borrowed (combined, 36%). WFS LLC’s liabilities, not including subordinated borrowings, consist primarily of nancial

instruments sold (15%) and securities sold under agreement to repurchase (61%). WFS LLC’s total assets are $113 billion and total

liabilities and subordinated borrowings are $108 billion, which represent approximately 6% of the Company’s total consolidated

assets and approximately 6% of the Company’s total consolidated liabilities, respectively. From a capital standpoint, WFS LLC has

net capital of $3.9 billion and members’ equity of $5.0 billion.

WFCS LLC

Background Information

WFCS LLC is a Delaware limited liability company registered with the SEC as both a broker-dealer and an investment adviser. It is

an indirect, wholly-owned, non-bank subsidiary of the Parent. Wells Fargo Advisors LLC and First Clearing LLC, each a material entity

in our 2015 Resolution Plan, merged on November 11, 2016 to form WFCS LLC. WFCS LLC is primarily engaged in the Wealth and

Investment Management core business line, providing a full range of investing services and products primarily to retail clients and

small businesses as well as afliated and unafliated correspondent broker-dealers in all 50 states and the District of Columbia.

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Description of Financials

WFCS LLC’s most signicant assets include net receivables from customers, representing approximately 42% of WFCS LLC’s total

assets. Cash and cash equivalents, cash and securities segregated under federal and other regulations, and securities purchased under

agreements to resell represent approximately 16% of WFCS LLC’s total assets. WFCS LLC’s liabilities include payables to customers,

and payables to brokers, dealers and clearing organizations, which represent approximately 74% of WFCS LLC’s total liabilities. Total

assets of WFCS LLC are $19 billion, representing approximately 1% of the Company’s total consolidated assets. Its total liabilities are

$10 billion, representing approximately 1% of the Company’s total consolidated liabilities. From a capital standpoint, WFCS LLC has

net capital of $4.1 billion and members’ equity of $9.4 billion.

7.2.5 Service Material Entities

Our material entity designation process identied four Service Material Entities.

WFIS

WFIS is a private limited company incorporated and located in India. WFC Holdings holds a 0.01% ownership interest in WFIS in

accordance with local regulations that require ownership by at least two entities. The remaining 99.99% is owned by Wells Fargo

International Banking Corporation, a wholly-owned Edge Corporation subsidiary of WFBNA. WFIS provides critical services to the

Company’s material entities, core business lines, and critical operations.

WFEGS

WFEGS is a Delaware limited liability company and a direct, wholly-owned subsidiary of WFBNA. It provides critical services to

the Company’s material entities, core business lines, and critical operations.

Forum

Forum is a Delaware limited liability company and a direct, wholly-owned, non-bank subsidiary of the Parent. It provides technology,

operations, knowledge services, and voice support to the Company, primarily WFBNA.

WF Properties

WF Properties is a Minnesota corporation and is a direct, wholly-owned, non-bank subsidiary of the Parent. It holds certain leases

and owns certain real properties that support the provision of critical services to the Company’s material entities, core business

lines, and critical operations.

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7.3 Financial and Operational Interconnectedness

In supporting the business activities of our core business lines and critical operations, the relationships among the Company’s

material entities result in nancial and operational interconnectedness. We evaluated this interconnectedness as part of our resolution

planning efforts to help ensure that it does not create impediments to our resolution strategy. We will continue to evaluate and

monitor this interconnectedness through business as usual governance processes to maintain our resolvability.

7.3.1 Financial Interconnectedness

Introduction

Financial interconnectedness can result from relationships where a material entity (1) provides funding to another material entity;

(2) guarantees performance of certain nancial obligations of another material entity; (3) enters into nancial contracts containing

default rights related to the material entity’s afliates; and / or (4) enters into intercompany derivative hedging transactions with

another material entity. Below we provide more detail on the relationships of our material entities under each of these four categories.

Funding Flows

Under our Support Agreements, we utilize WFC Holdings, our IHC, as a funding entity during our normal operating environment

and under resolution. The use of the IHC resulted in the migration of certain funding lines from the Parent to the IHC. We developed

this structure to provide daily funding to our material entities and, as discussed above in Section 4.2 (Building and Positioning

Financial Resources), to deliver capital and liquidity to certain material entities during resolution. The following gure illustrates

the interconnectedness of the funding lines between our material entities following this IHC implementation based on the existence

of committed credit facilities and the Support Agreements. As depicted below, only three of our material entities provide such

funding, with WFC Holdings and WFBNA being the primary providers.

Figure 7.3 Post-IHC Implementation Funding Lines by Material Entity

The gure above excludes intercompany uncommitted credit facilities and intercompany deposits. Moreover, Peony and

WF Funding also have pledge agreements for the benet of WFBNA.

Guarantees

Our Intercompany Guarantee Policy (the “Guarantee Policy”) governs our intercompany guarantees and prohibits the Parent

from entering into new guarantees for the benet of its subsidiaries, with limited exceptions. We amended the Guarantee Policy to

prohibit downstream guarantees by the Parent for the benet of its subsidiaries that contain afliate cross-default provisions, and to

incorporate other applicable requirements of the Final TLAC Rule. In connection with our resolution planning process, we further

amended the Guarantee Policy to incorporate our LER Criteria and the roles and responsibilities of the Legal Entity

Governance Ofce and the Legal Entity Governance Committee. That amendment also prohibits WFC Holdings from providing

guarantees to help ensure that its sole funding obligations are to certain material entities pursuant to our Support Agreements.

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Cross-Defaults

A nancial contract with afliate cross-default rights may subject a material entity, as a result of another material entity default, to

a suspension or delay in payments or in the delivery or return of collateral; an increase in margin requirements; the close-out and

settlement of transactions; the early termination or acceleration of funding or credit arrangements; and the exercise of collateral

liquidation and setoff rights against the material entity.

Our Company has limited exposure to cross-default provisions under derivatives and securities nancing transactions, primarily

through contracts held by WFBNA, WFS LLC, and the Parent. To control the amount of this exposure, the Company adopted

standards that place restrictions on afliate cross-defaults and certain early termination provisions against the Company and its

afliates on activities involving these contracts. These standards reect certain LER Criteria established by the Company’s legal

entity rationalization process, as well as other legal or regulatory requirements and limitations.

Furthermore, in connection with our ISDA Master Agreements, the Company determined that it is adequately protected with

respect to Section 2(a) of the ISDA Protocol. As discussed in Section 4.6 (Mitigating Potential Legal Challenges) above, that clause

of the ISDA Protocol provides for an automatic override of cross-defaults related to an afliate entering United States insolvency

proceedings without the need for a court order or other court action where a counterparty is not relying on credit support from an

afliate. Based on our analysis of WFBNA’s ISDA Master Agreements and security nancing transactions of WFBNA, we concluded

that, in the event of WFBNA’s resolution, Section 2(a) of the ISDA Protocol would override afliate cross-defaults in most of WFBNA’s

derivatives and securities nancing contracts without the need for court action.

Intercompany Derivatives Hedging Transactions

Intercompany derivatives hedging transactions may subject a material entity to risk of loss from a non-performing afliate that can

be reduced or eliminated with margin or offsetting trades (assuming netting is enforceable).

WFBNA acts as the Company’s primary provider of bilateral derivatives with third parties. Other material entities enter into

derivatives and hedging relationships with WFBNA, which then hedges its risk with external counterparties. The gure below

illustrates our material intercompany OTC derivatives and hedging relationships.

Figure 7.4 OTC Derivatives and Hedging Relationships between Material Entities

2017 RESOLUTION PLAN

Figure 7.5 FMU Memberships by Material Entity

For more information on the above FMUs, see Section 11 (Glossary of Terms and FMUs).

Critical Services

The Parent and its subsidiaries regularly provide services to each other based on intercompany agreements. As described in Section

4.2 (Building and Positioning Financial Resources) above, WFBNA provides over 98% of our critical services. Components of these

critical services include personnel, facilities, systems, third-party vendors, and intellectual property. The gure below depicts the

components of critical services provided and received by material entities.

7.3.2 Operational Interconnectedness

Operational interconnectedness can result from relationships where a material entity: (1) holds a direct membership with PCS

systems that are indirectly used by another material entity, and (2) provides critical services to (or receives critical services from)

another material entity.

Memberships in Payment, Clearing and Settlement Systems

Our material entities participate and maintain membership in a number of PCS systems. We established an enterprise-wide PCS

Ofce to spearhead our interactions with FMUs before and during resolution, and established FMU relationship teams to provide

routine oversight of our interactions with FMUs. The PCS Ofce communicates with FMUs through the FMU relationship teams.

The PCS Ofce performs an FMU materiality assessment annually in coordination with appropriate stakeholders, with review by

Corporate Risk. Listed below are the Company’s direct and indirect memberships to FMUs by material entity.

2017 RESOLUTION PLAN

Figure 7.6 Material Entity Provider – Receiver Relationships

Additionally, to help ensure that our material entities continue to receive critical services during resolution, we made arrangements

with alternate third-party vendors for the ongoing provision of access throughout the resolution process.

7.4 Summary of Financial Information Regarding Assets, Liabilities, Capital, and Major Funding Sources

For additional nancial information, please refer to the Company’s reports led with the SEC and available on the SEC’s website at

www.sec.gov, including the Annual Report on Form 10-K for the year ended December 31, 2016. Additional nancial information

for WFBNA can also be found in WFBNA’s Consolidated Report of Condition and Income on FFIEC Form 031 for the year ended

December 31, 2016, which is led with the FDIC and is available on the FDIC’s website at www.fdic.gov.

2017 RESOLUTION PLAN

Figure 7.7 Wells Fargo & Company and Subsidiaries Consolidated Balance Sheet

2017 RESOLUTION PLAN

Capital

We manage capital through a comprehensive process for assessing the Company’s overall capital adequacy. Our objective is

to maintain capital at an amount commensurate with the Company’s risk prole and risk tolerance objectives and to meet both

regulatory and market expectations. We fund our capital needs primarily through the retention of earnings net of both dividends

and share repurchases, as well as through the issuances of preferred stock and long-term and short-term debt.

Regulatory Capital

The Company and each of its insured depository institutions are subject to various regulatory capital adequacy requirements

administered by the Federal Reserve Board and the OCC. Risk-based capital rules establish risk-adjusted capital ratio requirements

relating capital to different categories of assets and off-balance sheet exposures. At December 31, 2016, the Company and each of

its insured depository institutions were “well-capitalized” under applicable regulatory capital adequacy requirements.

The Company’s capital adequacy assessment process contemplates a wide range of risks to which the Company is exposed and

takes into consideration potential performance under a variety of stressed economic conditions, as well as regulatory expectations

and guidance, rating agency viewpoints, and the view of capital markets participants.

The following table presents regulatory capital information for the Company and WFBNA with transition requirements. The

information reects the transition to Basel III, which increased minimum required capital ratios and introduced a higher minimum

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.

Figure 7.8 Regulatory Capital Information for the Company and WFBNA (Transition Requirements)

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The following table presents fully phased-in regulatory capital information for the Company.

Figure 7.9 Capital Components and Ratios (Fully Phased-In) (1)

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Figure 7.10 Risk-Based Capital Components for the Company

2017 RESOLUTION PLAN

Capital Planning and Stress Testing

Under the Federal Reserve Board’s capital plan rule, each large bank holding company (“BHC”) is required to submit capital plans

annually for review to determine if the Federal Reserve Board has any objections before any capital distributions. The rule requires

updates to capital plans in the event of material changes in a BHC’s risk prole, including as a result of any signicant acquisitions.

The Federal Reserve Board assesses the overall nancial condition, risk prole, and capital adequacy of BHCs while considering both

quantitative and qualitative factors when evaluating capital plans. On June 28, 2017, the FRB notied the Company that it did not object

to the Company’s capital plan included in the Company’s 2017 Comprehensive Capital Analysis and Review (“CCAR”) submission.

On June 28, 2017, the Federal Reserve Board notied the Company that it did not object to the Company’s capital plan included in the

Company’s 2017 Comprehensive Capital Analysis and Review (“CCAR”) submission.

Major Funding Sources and Liquidity Management

The objective of effective liquidity management is to ensure that we can meet customer loan requests, customer deposit maturities /

withdrawals, and other cash commitments efciently under both normal operating conditions and under periods of Company-specic

and / or market stress. To achieve this objective, the Parent’s Board of Directors establishes liquidity guidelines that require sufcient

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 Company’s Corporate ALCO and on a quarterly basis by the Parent’s 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.

We maintain liquidity in the form of cash, cash equivalents, and unencumbered high-quality, liquid securities. These assets make up

the Company’s primary sources of liquidity. Our cash is primarily on deposit with the Federal Reserve. Securities included as part of

our primary sources of liquidity are comprised of United States Treasury and federal agency debt, and mortgage-backed securities

issued by federal agencies within our investment securities portfolio. We believe these securities provide a quick source of liquidity

through sales or by pledging to obtain nancing, regardless of market conditions. Some of these securities are within the held-to-maturity

portion of our investment securities portfolio and as such, are not intended for sale but may be pledged to obtain nancing. In addition

to our primary sources of liquidity, we also have access to liquidity through the sale or nancing of other securities, including trading

and / or available-for-sale securities, as well as through the sale, securitization or nancing of loans, to the extent such securities and loans

are not encumbered. In addition, other securities in our held-to-maturity portfolio, to the extent not encumbered, may be pledged to

obtain nancing.

Deposits have historically provided a sizeable source of relatively stable and low-cost funds. Our deposits are 135% of the Company’s

total loans. 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.

The following table summarizes our funding sources using average balances for the years indicated.

Figure 7.11 Funding Sources (Average Balances) as a Percentage of Earning Assets

2017 RESOLUTION PLAN

7.5 Domestic Focus and Description of Foreign Operations

We conduct our foreign operations through WFBNA’s overseas branches noted below (none of which are material entities) and the

Company’s foreign subsidiaries. Our foreign branches are in the following locations:

l

Beijing

Seoul

Tokyo

l

Cayman Islands

Shanghai

Toronto

l

Hong Kong

Singapore

Dubai International Financial Centre

l

London

Taipei

The Company engages in investment advisory and broker-dealer activities outside the United States through a limited number

of locally chartered and licensed subsidiaries, the largest of which (by assets) is Wells Fargo Securities International Limited, our

London-based broker-dealer, with assets totaling $4.5 billion applying U.K. GAAP.

The Company’s aggregate foreign loans total

approximately $66 billion, representing

approximately 7% of total consolidated loans

outstanding and 3% of total consolidated assets,

while foreign deposits represent approximately

9% of total deposits.

Approximately 6% of the Company’s full-time

equivalent team members are employed outside

the United States.

7.6 Description of Derivatives and Hedging Activities

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. The majority of derivatives we hold are traditional interest rate and foreign exchange

activities, representing 96% of total notional exposure. As shown in the gure below, although we are the fifth-largest commercial bank in

terms of total derivative exposures, our derivatives activity is signicantly smaller compared to the top four commercial banks.

Figure 7.12 WFBNA Derivatives Market Share and Product Composition

Source:2016AnnualReport Source:12/31/16WFBNACallReport(FFIEC031)

Total Company Loans

Total WFBNA Deposits

Foreign

loans

U.S. loans

93%

Foreign

deposits

U.S. deposits

91%

Foreign

exchange

91%

Credit and

other contracts

Interest rates

13%

All other

Commercial

Banks

Wells Fargo

29%

27%

21%

Top 4 Commercial Banks

Notional Amounts of Derivative

Contracts (Commercial Banks

)

Wells Fargo Product Type

Sources:OCCQuarterlyReportonBankTradingandDerivativesActivities(Q42016)

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Almost all of the Company’s derivatives exposures are within WFBNA. WFS LLC has limited derivatives exposures, which

are almost exclusively for hedging purposes.

The Company’s use of derivatives helps minimize unplanned uctuations in earnings, fair values of assets and liabilities, and cash

ows caused by interest rate, foreign currency, and other market risk volatility. We designate certain derivatives as hedging instruments

in a qualifying hedge accounting relationship (fair value or cash ow 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. As a result of

uctuations in these exposures, hedged assets and liabilities will gain or lose fair value. In a fair value or economic hedge, the effect

of this unrealized gain or loss will generally be offset by the gain or loss on the derivatives linked to the hedged assets and liabilities. In

a cash ow hedge, where the Company manages the variability of cash payments due to interest rate uctuations by the use of

derivatives linked to hedged assets and liabilities, the hedged asset or liability is not adjusted and the unrealized gain or loss on

the derivative is generally reected in other comprehensive income and not in earnings.

The Company offers various derivatives to our customers, including derivatives designed to hedge or manage interest rate, credit,

commodity, equity, and foreign exchange risk. WFBNA is the Company’s only registered swaps dealer and transacts the majority of

the Company’s bilateral and cleared derivative activity. The preponderance of WFBNA’s activity constitutes interest rate contracts. The

Company’s derivative transactions involve market-making activities to better assist its customers with risk management objectives.

The Company also hedges and manages its own exposure to risk from these transactions by entering into offsetting derivatives

and other nancial contracts. The preceding gure shows the product composition of the Company’s aggregate rm and customer

derivative activity. It also presents the total notional or contractual amounts and fair values for the Company’s derivatives. Derivative

transactions can be measured in terms of the notional amount, but this amount is not recorded on the Company’s balance sheet and

is not, when viewed in isolation, a meaningful measure of the risk prole of the instruments. The notional amount is generally not

exchanged, but is used only as the basis on which interest and other payments are determined. Derivatives assets and derivative

liabilities are reported separately on the balance sheet. We recognize all derivatives on the balance sheet at fair value.

2017 RESOLUTION PLAN

Figure 7.13 Notional or Contractual Amounts and Fair Value of Derivatives

2017 RESOLUTION PLAN

7.7 Material Supervisory Authorities

As a diversied nancial services company, the Company is subject to various laws and regulations and to supervision and

examination by several material supervisory authorities.

The Company is subject to supervision and examination by the Federal Reserve Board, by virtue of its status as a registered BHC

under the BHCA and its election to be treated as a nancial holding company under the Gramm-Leach-Bliley Act. The Federal

Reserve Board can examine the Parent’s subsidiaries (including Forum and WF Properties) in connection with its supervision of

the Parent.

Each of the Company’s national bank subsidiaries, including WFBNA, is supervised and examined primarily by the OCC, and all

our insured depository institutions are also subject to the supervision of the FDIC. The OCC can examine WFBNA’s subsidiaries

(including WFEGS, WF Funding, and Peony) in connection with its supervision of WFBNA. The overseas branches of WFBNA are

supervised by the OCC and by supervisory authorities in their host countries.

WFS LLC and WFCS LLC, along with the Company’s other broker-dealer subsidiaries, are subject to regulation and supervision by

the SEC and the Financial Industry Regulatory Authority.

The Company’s subsidiaries, including those mentioned above, are subject to examination and supervision by other supervisory

authorities with regulatory authority over their activities, including the CFTC, the Consumer Financial Protection Bureau, and the

Municipal Securities Rulemaking Board.

7.8 Description of Management Information Systems

We use MIS throughout the Company to capture and aggregate relevant information and to generate standard and ad hoc reports

that inform decisions regarding day-to-day operations and the overall management of the Company’s business. The Company’s

MIS applications generally take the form of platform and user interfaces with capabilities enabled through data repositories that

aggregate and catalogue pertinent data.

The Company’s policies and procedures govern its information technology control environment, providing a framework to manage

information and cyber security, data integrity, technology implementation and change management, and business continuity of

systems and applications.

2017 RESOLUTION PLAN

As introduced in Section 3 (Our 2017 Resolution Plan), on April 12, 2016, the Agencies identied certain deciencies to our 2015

Resolution Plan. On April 24, 2017, the Agencies determined that we adequately remediated the deciencies. The following table

provides a summary of our 2015 Resolution Plan deciencies, the Agencies’ remediation requirements, and the key actions we took

to remediate those deciencies.

Figure 8.1 Summary of 2015 Resolution Plan Remediated Deciencies

8 REMEDIATED DEFICIENCIES RELATED TO THE 2015 RESOLUTION PLAN

Feedback Related to

Identiﬁed Deﬁciency

Remediation

Requirements

Key Actions Wells Fargo Took to Remediate

Deﬁciencies

Governance: “The 2015

Plan contained material

errors that required

resubmission of the 2015

Plan’s financial

information…call[ing]

into question the

executability of the

2015 Plan.”

Implement a robust process to ensure

quality control and accuracy regarding

resolution plan submissions and the

consistency of financial and other

information reported for material legal

entities and other elements of its

resolution plan.

We developed processes for quality control and accuracy

and consistency of resolution plan submissions, including

the consistency of ﬁnancial information. This included

enhancing executive and senior management oversight,

implementing enhanced governance structures, and

independent review and challenge processes related to

the resolution plan.

We developed policies and procedures to ensure we

continue to reﬁne our plan preparation process on an

ongoing basis.

Operational: Shared

Services: Failure to

“reflect sufficient

progress toward

identifying shared

services and establishing

SLAs and contingency

arrangements” between

material entities, as well

as between material

entities and third parties.

Identify all critical services necessary

to support the Company’s material

entities and regional units identified

for disposition.

We identiﬁed shared services and established SLAs

and contingency arrangements.

We enhanced our processes to incorporate the mapping

of critical services into our LER criteria and imple-

mentation efforts, including through identification

of areas of potential misalignment between the LER

criteria and our existing service delivery model and

the execution of actions to align our service delivery

model with our LER Criteria to improve resolvability.

We strengthened ongoing governance processes

related to shared services.

2017 RESOLUTION PLAN

Feedback Related to

Identiﬁed Deﬁciency

Remediation

Requirements

Key Actions Wells Fargo Took to Remediate

Deﬁciencies

Operational: Bridge

Strategy: “The 2015

Plan’s bridge bank exit

relied on separating

WFBNA into regional

units, which requires

[the Company] to address

a range of operational

issues.”

Demonstrate that the Company’s

strategy can be executed as described

in the 2015 Plan by demonstrating that

the separation and sale are suciently

actionable.

We performed a due diligence analysis consistent

with the due diligence process we undertake when

we buy or sell any portfolio or business, enabling us

to identify and conﬁrm no material issues exist that

could impede the regional portfolio sales to be

conducted during the FDIC receivership.

We developed a repeatable and controlled process to

review each regional portfolio and determine if there

were any components included in the regional portfolios

that were necessary to the ongoing Company

operations and therefore could not be included in the

regional portfolio sales.

We developed a new technology solution that facilitates

multiple concurrent divestitures and associated TSAs

while maintaining our customers’ use and access to

banking products and maintaining the security of

their information. This fully implemented enhanced

TSA technology capability enables us to increase the

potential pool of buyers beyond those contemplated

in our 2015 submission, providing additional ﬂexibility

for our resolution strategy.

Legal Entity Rationaliza-

tion: The Company’s

“legal entity rationalization

criteria lack the speciﬁcity

that would clearly lead to

actions or arrangements

that promote the best

alignment of legal entities

and business lines to

improve the [Company’s]

resolvability.”

Establish legal entity rationalization

criteria that (A) are clear, actionable,

and promote the best alignment of legal

entities and business lines to improve

the Company’s resolvability and

(B) govern the ﬁrm’s corporate structure

and arrangements between legal entities

in a way that facilitates the Company’s

resolvability as its activities, technology,

business models, or geographic footprint

change over time (collectively, strategic

changes).

Through the lens of our resolvability risks, we revised

our previous LER Criteria so that they more clearly

identify actions that we took and will take to better

align our legal entities, business lines, and the system

by which the Company provides critical services.

We engaged in assessments of our legal entity structure

against the revised LER Criteria in the context of

our preferred resolution strategy, and took actions to

optimize our organizational structure to strengthen

our resolvability.

We more fully incorporated LER processes into the

day-to-day management of the Company, and we

formalized governance processes related to legal entity

rationalization to ensure the application of the LER

criteria to our legal entity structure periodically (at a

minimum annually) and on an event-driven basis.

2017 RESOLUTION PLAN

Our 2017 Resolution Plan reﬂects our commitment to (1) mitigate the resolution risks created by our business proﬁle and the

execution risks of our strategy, (2) make tangible changes to our Company in order to enhance resolvability, (3) develop

capabilities to facilitate an orderly resolution and (4) embed resolvability risk management into the ongoing management of

our Company as a whole. These actions are foundational to the creation of our plan and support the continuation of our critical

operations and business activities while facilitating the orderly resolution of our Company.

First, our approach is designed to mitigate the resolution risks created by our business prole and the execution risks of

our strategy. We believe our chosen MPOE strategy allows for the orderly resolution of WFBNA under FDIC receivership

and the resolution of our other material entities through separate regimes, all while minimizing the impact to markets,

customers and counterparties.

l

Second, we made tangible changes to our structural, financial, operational and governance models to enhance

resolvability. For instance, we developed an IHC structure to help ensure appropriate capital and liquidity are available to

support the Company’s resolution strategy. As outlined in our 2017 Resolution Plan, we took a variety of actions

through our legal entity rationalization process to simplify our legal structure and enhance separability. We will

continue to assess on an ongoing basis if additional changes are warranted and act to implement such changes.

l

Third, we believe our capabilities facilitate orderly resolution in support of the strategy and maximize optionality in

resolution. Our capabilities are designed to allow for flexibility. For example, in aggregating and disaggregating

region portfolio sales and divestitures under a variety of permutations to resolve WFBNA. Another example of our

exibility is the clearing agreements with third-party members of FMUs that WFBNA currently accesses through WFS

LLC to help ensure WFBNA retains access to these FMUs if WFS LLC commences SIPA liquidation. These enhanced

capabilities are designed to strengthen the Company’s nancial, operational, and structural soundness, maintain our

compliance with agency guidance, and support the effective execution of our resolution plan.

l

Fourth, we embedded resolvability risk management into the ongoing management of the Company as a whole. Our

enhanced governance processes help ensure resolution planning and legal entity governance initiatives are evaluated

both on an event-driven basis (e.g., new product introduction or the acquisition / divestiture of business activities) and

on a periodic basis. Moreover, we enhanced our capabilities in consideration of our specic resolvability risks to help

improve the certainty of successful execution of our plan.

We take seriously our commitment to ensuring an orderly resolution under stress without the need for extraordinary government

support and without disrupting the financial stability of the United States. Resolution planning has the full commitment

of the Company’s Board of Directors and senior management, as well as appropriate subject matter experts and teams across the

Company. We believe our strategy and developed capabilities support the credible execution of our 2017 Resolution Plan.

We continue to rene our strategy and capabilities to support our resolution plan and the orderly resolution of the Company.

9 CONCLUSION

2017 RESOLUTION PLAN

10 PRINCIPAL OFFICER BIOGRAPHIES

Name Title

Timothy J. Sloan Timothy (Tim) J. Sloan was elected chief executive ocer of Wells Fargo & Company and a

member of the Board of Directors in October 2016. He became president in November 2015.

Previously he served as chief operating ocer from November 2015 to October 2016. In that role,

Tim was responsible for the operations of the company’s four main business groups: Community

Banking, Consumer Lending, Wealth and Investment Management, and Wholesale Banking.

A 29-year company veteran, Tim had led the company’s Wholesale Banking business beginning in

2014 — overseeing approximately 50 dierent businesses, including Capital Markets, Commercial

(middle market) Banking, Commercial Real Estate, Asset-Backed Finance, Equipment Finance,

Corporate Banking, Insurance, International, Investment Banking, and Treasury Management.

Prior to that, he served as Wells Fargo’s chief ﬁnancial ocer, responsible for ﬁnancial management

functions including controllers, ﬁnancial reporting, asset liability management, treasury, investor

relations, and investment portfolios. From September 2010 to February 2011, Tim served as chief

administrative ocer and managed Corporate Communications, Corporate Social Responsibility,

Enterprise Marketing, Government Relations, and Corporate Human Resources.

From 1991 to 2010, Tim held various leadership roles in Wholesale Banking, including head of

Commercial Banking, Real Estate, and Specialized Financial Services. Prior to joining Wells Fargo

in the Loan Adjustment Group in 1987, he worked for Continental Illinois Bank in Chicago.

Tim earned his B.A. in economics and history and his M.B.A. in ﬁnance and accounting, both from

the University of Michigan–Ann Arbor.

With a strong commitment to community, Tim serves on the Board of Overseers of the Huntington

Library and is a trustee of the City of Hope. He also is a member of the Board of Trustees at California

Institute of Technology and a member of the University of Michigan’s Ross School of Business

Advisory Board.

Franklin R. Codel Franklin R. Codel serves as head of Wells Fargo Consumer Lending and is a member of the Wells Fargo

Operating Committee. The Consumer Lending team serves 14 million United States households by

helping consumers with their borrowing needs, from major purchases to achieving and sustaining

homeownership.

In his role, Codel leads a team of 45,000 consumer lending professionals in Home Lending, Dealer

Services and Personal Lending.

Wells Fargo Home Lending is the nation’s largest combined mortgage and home equity lender and

servicer, funding nearly one of every eight loans and servicing one of every six loans in the country.

Wells Fargo Dealer Services, which includes the indirect auto lending and commercial services

businesses, is the nation’s second largest auto ﬁnance lender with relationships with over 14,000

automobile dealers and serves almost 4 million customers.

The Personal Lending team extends access to credit through its Education Finance Services, Personal

Lines and Loans and Direct Auto businesses. Wells Fargo is America’s second largest provider of

private student loans.

Codel joined Wells Fargo in 1993 and previously served as head of Home Lending (2015-2016), head

of Mortgage Production (2011-2015) and as head of Mortgage Finance (2004-2011).

Codel earned a Bachelor’s degree in engineering science from Harvard University in 1986. In 1989,

he received his M.B.A. in Finance from the University of Texas at Austin.

He currently represents Wells Fargo Home Lending on the board of the Mortgage Bankers Association

and the Housing Policy Council of the Financial Services Roundtable. He also currently serves as a

board member for the Des Moines Community Foundation and the United Way of Central Iowa.

Codel is based in West Des Moines, Iowa.

2017 RESOLUTION PLAN

Name Title

Hope A. Hardison Hope A. Hardison, Senior Executive Vice President, Chief Administrative Ocer (CAO), and Human

Resources Director assumed her CAO role in September 2015. She has been HR Director since

September 2010. As CAO, Hardison manages Human Resources, Corporate Communications,

Marketing, Government & Community Relations, Enterprise Data & Analytics, and the Regulatory

Data Program Oce, overseeing the company’s brand, communications, reputation management,

and stakeholder engagement eorts.

In her role as Human Resources Director, Hardison leads a team that develops and implements

people strategies to support Wells Fargo’s business objectives, as well as the management of

compensation and beneﬁts, human resource service centers, systems and payroll, ﬁnance, team

member relations and assistance, talent management, learning and development and diversity for

more than 269,000 Wells Fargo team members.

Hardison is a 23-year veteran of Wells Fargo. From 2008 to 2010, she served as the head of Compensation

and Beneﬁts and was responsible for managing beneﬁts, executive and team member compensation,

and mergers and acquisitions. She also managed international team member compensation and

beneﬁt programs. She has held numerous ﬁnance, strategic planning and compensation roles since

joining Wells Fargo in 1993.

She holds a bachelor’s degree in economics from Swarthmore College and has done graduate work

in applied economics and statistics at the University of California, Santa Cruz. She also serves on

the board of trustees at the UC Santa Cruz Foundation.

Richard D. Levy Richard Levy is Executive Vice President and Controller for Wells Fargo & Company. He is responsible

for the company’s accounting and tax management, ﬁnancial planning, analysis and reporting,

procurement, supply chain management, accounting policy, accounts payable and the company’s

compliance with the Sarbanes-Oxley Act.

Rich joined Wells Fargo as Controller in 2002 and has over 30 years of public accounting and

ﬁnancial services industry experience. Before joining the company, he was Senior Vice President

and Controller for New York Life Insurance Company. Previously, he was a partner with Coopers &

Lybrand where he headed the ﬁrms’ national tax practice for ﬁnancial institutions. Before joining

Coopers & Lybrand, he was a Senior Vice President at Midlantic Corporation, a New Jersey-based

regional bank holding company where he was responsible for all the tax and accounting.

He is an accounting graduate of Pennsylvania State University and received his master’s degree

in taxation from Pace University’s Lubin School of Graduate Studies. He is also a Certified

Public Accountant.

Michael J. Loughlin Senior Executive Vice President and Chief Risk Ocer Michael J. Loughlin oversees all risk-taking

activities at Wells Fargo, including credit, market, operational, compliance, information security

(including cyber risk), and ﬁnancial crimes risk management. He is also involved in issues such

as liquidity, capital, proﬁt planning, and compensation. As the leader of the Corporate Risk group,

which includes 5,000 team members, he serves on the Wells Fargo Operating Committee and is

based in San Francisco.

Mike assumed his role as Chief Risk Ocer in 2006. Previously, he was responsible for credit approval,

policy, and reporting for Wholesale Banking. A banking professional with 36 years of experience,

he joined the company in 1986 after Wells Fargo acquired Crocker Bank.

Before serving as head of credit for Wells Fargo Wholesale Banking, he was responsible for the

private banking business of Private Client Services, headed systems and operations for the Wholesale

Banking unit, and held other positions within Commercial and Corporate Banking including

head of U.S. Corporate Banking and Regional Vice President in the Santa Clara Valley Regional

Commercial Banking Oce.

2017 RESOLUTION PLAN

Name Title

He received his bachelor’s degree from the University of California at Berkeley.

Mike serves on the board of directors for Students Rising Above, an organization dedicated to

helping low-income, ﬁrst-generation college students realize their potential by guiding and

supporting them through college graduation and into the workforce.

Mary T. Mack Mary Mack is responsible for retail and small business banking at Wells Fargo. She and her team

serve approximately 22 million retail banking households and 3 million small business owners. The

organization provides ﬁnancial services to customers through more than 6,000 retail branches and

13,000 ATMs in 39 states and the District of Columbia. Community Banking serves mass market,

auent and small business banking customers.

Mary also leads the Business Strategic Planning, Analytics, and Initiatives Group and the Distribution

Strategies and Services Group.

Mary began her career with Wells Fargo in 1984 and has a broad mix of brokerage / advisory, banking

and ﬁnance experience. She most recently held the position of President and Head of Wells Fargo

Advisors, LLC, one of the United States’ largest full-service retail brokerage organizations. Prior

to that, Mary led the Financial Services Group and was responsible for investment, advisory and

banking products; the ﬁrm’s research and advice model; Financial Advisor (FA) recruiting, FA

productivity and development and the client and FA platform. Over her 32 year tenure with Wells

Fargo, Mary also held a variety of leadership positions including the head of Wealth Brokerage

Services; leader of Wachovia’s Client Partnership; director of Community Aairs; General Bank

regional president; and managing director of Healthcare Corporate Banking.

A graduate of Davidson College in North Carolina with a bachelor’s degree in International Political

Economy, Mary also serves on the college’s board of trustees. She is a past member of Civic

Progress St. Louis and past co-chair of the St. Louis Regional Chamber’s Financial Forum. She also

served on the executive committee of the United Way of Greater St. Louis, the board or executive

committee for Johnson C. Smith University, the United Way of Central Carolinas, Junior Achievement,

Childcare Resources, and the Arts & Science Council. She is also a founding member of the Foundation

for Fort Mill Schools.

Mary was named by Fortune magazine as one of the “50 Most Powerful Women in Business” for

2016. In addition, she was named among the “25 Most Powerful Women in Finance” for 2014 and

2015 by American Banker magazine and ranked among the top 20 “Women to Watch” in ﬁnancial

services by Investment News in 2015.

Avid Modjtabai Avid Modjtabai is responsible for Wells Fargo’s Payments, Virtual Solutions and Innovation (PVSI)

group, and leads approximately 35,000 team members.

The PVSI group brings together the company’s robust payments platforms, digital capabilities,

online channels and innovation teams. PVSI also invests in research and development and strategic

partnerships to design new products and customer experiences. PVSI includes Consumer Credit

Card, Retail Services, Consumer Deposits, Treasury Management, Merchant Services, Payment

Strategies, Virtual Channels, Operations, and the Enterprise Innovation Group.

A 24-year veteran of Wells Fargo, Modjtabai has served in a number of senior leadership roles. Prior

to leading PVSI, she was the head of the Consumer Lending Group and enterprise-wide Operations.

The Consumer Lending group included Home Lending, Dealer Services, Consumer Credit Cards,

Student Lending, Personal Lines and Loans and Retail Services. She led more than 65,000 team mem-

bers who served more than 34 million households, helping consumers with their borrowing

needs—

from everyday goods and services to major purchases to achieving and sustaining homeownership.

The Operations team, which remains under Modjtabai in her new role, includes check processing,

statement processing, ATM operations, ACH and wires, fraud disputes, cash vaults, lockbox,

safe-deposit processing, armored logistics, accounting support for retail stores, and deposit

document retention.

2017 RESOLUTION PLAN

Name Title

Previously, Modjtabai served as the head of the Technology and Operations Group and Chief Infor-

mation Ocer. As CIO she was responsible for all core technology functions across the company

including computing, data centers, connectivity and voice and data networks, end-user services,

enterprise architecture, application development, information security, and technology governance.

She was also responsible for customer conversion activities and systems and operations integration

for Wells Fargo’s merger with Wachovia. Modjtabai also served as head of Human Resources and

led the Internet Services Group. Her early roles at the company included management positions in

Consumer Deposits and the Investment Group, following work at McKinsey & Company, where she

focused on strategy initiatives in ﬁnancial services.

Modjtabai has been named as one of the “Most Powerful Women in Banking” by American Banker.

The San Francisco Business Times named her one of the “100 Most Inﬂuential Women in Bay Area

Business” and Bank Technology News recognized her as one of “The Innovators.” Additionally, she

received the “Ellis Island Medal of Honor,” awarded for her outstanding personal and professional

achievements, coupled with preserving the richness of her heritage.

As an active member of the community, she serves on the board of trustees for The Marine Mammal

Center and on the board of directors for Avnet, Inc., a leading global technology distributor.

She earned a Bachelor’s degree in industrial engineering from Stanford University and an M.B.A

in ﬁnance from Columbia University.

C. Allen Parker As Senior Executive Vice President and General Counsel of Wells Fargo & Company, Allen Parker is

responsible for the company’s legal aairs. He serves on the Wells Fargo Operating Committee and

is based in San Francisco.

Allen joined the company in March 2017 from Cravath, Swaine & Moore LLP, where he was presiding

partner from January 2013 until December 2016, responsible for development and implementation of

ﬁrm-wide strategy and ﬁrm leadership. While at Cravath, he also served as deputy presiding partner

from January 2007 to December 2012 and as managing partner of the corporate department from

January 2001 to December 2004. He also chaired the ﬁrm’s Diversity Committee from January 2007

to December 2016. Allen joined Cravath in 1984 and was a partner from 1990 to 2017.

Allen earned an undergraduate degree from Duke University, an M.A. from the University of Chicago,

and a J.D. from the Columbia University School of Law.

He is on the board of trustees of the National Humanities Center and the board of directors of the

American Society for the Prevention of Cruelty to Animals. He is also a member of the Council on

Foreign Relations, the Dean’s Council of the Columbia University School of Law, and the Board of

Visitors of the Duke University School of Law.

Perry G. Pelos Perry Pelos is Senior Executive Vice President and head of Wholesale Banking at Wells Fargo,

where he oversees 10 major lines of business dedicated to helping small, mid-sized, and large com-

mercial and corporate companies succeed ﬁnancially. Wholesale business lines include Business

Banking Group, Commercial Real Estate, Corporate Banking, Financial Institutions Group,

Government & Institutional Banking, Middle Market Banking, Principal Investments, Wells Fargo

Commercial Capital, Wells Fargo Insurance, and Wells Fargo Securities. Perry serves on the Wells Fargo

Operating Committee and is based in San Francisco.

Perry began his current role in October 2016. Previously, he served as the head of Commercial

Banking Services and oversaw several important Wholesale lines of business, including Business

Banking (serving companies with $5 million to $20 million in annual sales), Middle Market Banking

(serving companies with $20 million to $1 billion in annual sales), and Corporate Banking (serving

large corporations with sales of $1 billion or more), as well as Treasury Management and Insurance.

2017 RESOLUTION PLAN

Name

Title

From 2010 to 2015 he headed Middle Market Banking (formerly named Commercial Banking

Group), with responsibility for more than 25 divisions nationwide. Before that, he was division

manager for the Middle Market Central division. In 1998, he was appointed head of the Corporate

Banking division, and prior to that he held several positions in Middle Market and Corporate

Banking. Perry joined Wells Fargo in 1987 in the company’s Commercial Banking training program.

Perry received a B.A. in economics from Northwestern University and an M.B.A. in ﬁnance and

accounting from Northwestern’s Kellogg School of Management.

His outside interests include serving on the board of the San Francisco Symphony and serving as a

board member and treasurer of the Bay Area Council, a business-sponsored, public policy advocacy

organization for the nine-county Bay Area.

John R. Shrewsberry Senior Executive Vice President John Shrewsberry is the chief ﬁnancial ocer responsible for

Wells Fargo’s ﬁnancial management functions including accounting and control, ﬁnancial planning

and analysis, line of business ﬁnance functions, asset-liability management, treasury, tax management,

investor relations, and the company’s investment portfolios. John is also responsible for Wells Fargo’s

corporate development, information technology, corporate properties and security, and corporate

strategy functions. John serves on the Wells Fargo Operating and Market Risk Committees and is

based in San Francisco.

A 22-year veteran of banking and investing, John served as head of Wells Fargo Securities from

2006 through May 2014, where he was responsible for investment banking and capital markets

activity. From 2001 through 2005, he was the group head of Wells Fargo Commercial Capital, the

successor to a commercial ﬁnance company he co-founded that became part of Wells Fargo in 2001.

Previously, John worked at Goldman Sachs and Credit Suisse First Boston in the principal ﬁnance

areas. He started his career as a Certiﬁed Public Accountant at Coopers & Lybrand.

John earned his B.A. in economics from Claremont McKenna College and an M.B.A. from the Yale

School of Management.

John currently serves on the board for the Committee on Capital Markets Regulation, the Financial

Economics Institute, the Yale School of Management, the Yale Corporation Investment Committee

and he is active with the Juvenile Diabetes Research Foundation.

Jonathan G. Weiss Mr. Weiss is the Head of Wealth and Investment Management. He has served as the Senior Executive

Vice President and Head of Wealth and Investment Management since July 1, 2017. Mr. Weiss has

served with the Company or its predecessors for 12 years.

2017 RESOLUTION PLAN

The following glossary is included for convenience. Each capitalized or abbreviated term or FMU below is also deﬁned in the

body of this document.

11 GLOSSARY OF TERMS AND FMUs

Glossary Term Deﬁnition

2015 Resolution Plan Resolution plan submitted by the Company to the Agencies on July 1, 2015

pursuant to Section 165(d) of the Dodd-Frank Act

2017 Guidance The Agencies’ Guidance for 2017 § 165(d) Annual Resolution Plan Submissions

by Domestic Covered Companies that Submitted Resolution Plans in July 2015

2017 Resolution Plan Resolution plan submitted by the Company to the Agencies on July 1, 2017

pursuant to Section 165(d) of the Dodd-Frank Act

Agencies The Federal Reserve Board and the FDIC

Basel III A comprehensive set of reform measures, developed by the Basel Committee on

Banking Supervision, to strengthen the regulation, supervision, and risk

management of the banking sector

BHC Bank Holding Company

BHCA Bank Holding Company Act

Board of Directors The Board of Directors of the Parent

Boards of Directors In its plural form, “Boards of Directors” may refer to both the Boards of Directors

and the Boards of Managers of our material entities

Bridge Bank Bridge Bank refers to the bridge depository institution chartered by the OCC and

formed by the FDIC, as receiver of WFBNA, by transferring certain assets and

liabilities from the WFBNA receivership pursuant to a purchase and assumption

agreement in accordance with 12 U.S.C. § 1821(n)

CET1 Common Equity Tier 1

CFO Chief Financial Ocer

CFTC Commodity Futures Trading Commission

Committed Repurchase Facilities An agreement by which WFC Holdings will enter into repurchase transactions

to provide liquidity to WFS LLC and WFCS LLC upon the occurrence of certain

pre-deﬁned capital- and liquidity-based triggers

Company Wells Fargo & Company together with its consolidated subsidiaries

core business line A business line of the covered company, including associated operations,

services, functions and support that, in the view of the covered company, upon

failure would result in a material loss of revenue, proﬁt, or franchise value

Corporate ALCO Corporate Asset / Liability Management Committee

critical operation An operation of the Company, including associated services, functions and

support, the failure or discontinuance of which would pose a threat to the

ﬁnancial stability of the United States

2017 RESOLUTION PLAN

Glossary Term Deﬁnition

Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

Enterprise Severity Level The Enterprise Severity Levels indicate the magnitude of stress experienced by

the Company, ranging from Target Operating Range: Enterprise Severity Level 5

to Resolution: Enterprise Severity Level 1

FDIC Federal Deposit Insurance Corporation

Federal Reserve Board Board of Governors of the Federal Reserve System

Final Contribution Event The occurrence of certain pre-deﬁned capital and liquidity-based triggers, the

breach of which cause WFC Holdings to be contractually obligated to provide

support to WFBNA under the Secured Support Agreement and WFS LLC and

WFCS LLC under the Committed Repurchase Facilities

Final TLAC Rule Total Loss-Absorbing Capacity, Long-Term Debt, and Clean Holding Company

Requirements for Systemically Important U.S. Bank Holding Companies and

Intermediate Holding Companies of Systemically Important Foreign Banking

Organizations, 82 Fed. Reg. 8266 (January 24, 2017) (codiﬁed at 12 C.F.R. Part 252)

FMU Financial Market Utility, a multilateral system that provides the infrastructure for

transferring, clearing, and settling payments, securities, and other ﬁnancial transactions

among ﬁnancial institutions or between ﬁnancial institutions and the system

Forum Forum Capital Markets, LLC

Federal Reserve Board Board of Governors of the Federal Reserve System

G-SIB Global Systemically Important Bank

Governance Structure Enterprise Governance and Incident Response Structure

Guarantee Policy Our enterprise-wide Intercompany Guarantee Policy

HQLA High-Quality Liquid Asset

IHC Intermediate Holding Company

IPO Initial Public Oering

ISDA Master Agreements International Swaps and Derivatives Association master agreements

ISDA Protocol International Swaps and Derivatives Association Resolution Stay Protocol. The

ISDA Protocol was developed by the ISDA, in coordination with the Financial

Stability Board and international regulators, to reduce systemic risk by staying

the early termination of QFCs upon the commencement of resolution proceedings

by an aliate of a QFC party

least-cost test The least-cost analysis requires the FDIC to choose the resolution method

in which the total amount of the FDIC’s expenditures and liabilities incurred

(including any immediate or long-term obligation and any direct or contingent

liability) has the lowest cost to the Deposit Insurance Fund

LER Criteria Legal Entity Rationalization Criteria

MIS Management Information Systems

MPOE Multiple Point of Entry

National Depositor Preference

Statute

Title III of the Omnibus Budget Reconciliation Act of 1993

OCC Oce of the Comptroller of the Currency

Operating Material Entities WFBNA, WFS LLC, and WFCS LLC

2017 RESOLUTION PLAN

Glossary Term Deﬁnition

OTC Over-the-Counter

Parent Wells Fargo & Company

PCS Payment, Clearing and Settlement

PCS Oce The oce responsible for Wells Fargo’s interactions with FMUs before and

during resolution

Peony Peony Asset Management, Inc.

Post-Stabilization Period The 14-month period following the Stabilization Period at the end of which the

Bridge Bank will be returned to private ownership via one or more public

oerings

QFCs Qualiﬁed Financial Contracts, which are ﬁnancial contracts used for derivatives,

securities lending, and short-term funding transactions such as repurchase agreements

RCAP Resolution Capital Adequacy and Positioning

RCEN Resolution Capital Execution Need

RLAP Resolution Liquidity Adequacy and Positioning

RLEN Resolution Liquidity Execution Need

RRPO Recovery and Resolution Program Oce

SEC Securities and Exchange Commission

Secured Support Agreement A secured support agreement by which WFC Holdings will provide signiﬁcant

ﬁnancial resources to WFBNA, WFS LLC, and WFCS LLC upon the occurrence

of certain pre-deﬁned capital and liquidity based triggers

Service Catalog Our centralized service catalog to evaluate critical service and component

providers, including key personnel, facilities, systems, third-party vendors and

FMUs, and intellectual property

Service Material Entities WFIS, WFEGS, Forum and WF Properties. Service Material Entities are legal

entities that engage primarily in providing services to other legal entities

SIPA Securities Investor Protection Act

SIPC Securities Investor Protection Corporation

SLA Service Level Agreement

Stabilization Period The period following the Parent’s bankruptcy filing, characterized initially by

customer and counterparty outﬂows but concluding with the stabilization of each

material entity, as indicated by liquidity indicators (including cessation of deposit

and other outﬂows), as well as other measures such as proﬁtability

strategic actions A set of asset portfolio sales, line of business divestitures, and regional portfolio

sales involving discrete operations (e.g., signiﬁcant assets, portfolios, legal entities,

or business lines) that Wells Fargo believes could be sold or transferred in

resolution, which individually or in the aggregate provide meaningful optionality

under different market conditions.

Support Agreements The Secured Support Agreement and Committed Repurchase Facilities

Surviving Bank The banking franchise that would emerge from the resolution of WFBNA and

be returned to private ownership through the IPO

TLAC Total Loss-Absorbing Capacity

TSA Transition Services Agreement

Volcker Rule Section 619 of the Dodd-Frank Act and the rules and regulations promulgated thereunder

2017 RESOLUTION PLAN

Glossary Term Deﬁnition

WF Funding Wells Fargo Funding, Inc.

WF Properties Wells Fargo Properties, Inc.

WFBNA Wells Fargo Bank, National Association

WFC Holdings WFC Holdings, LLC

WFCS LLC Wells Fargo Clearing Services, LLC

WFEGS Wells Fargo Enterprise Global Services, LLC

WFIS Wells Fargo India Solutions Private Limited

WFS LLC Wells Fargo Securities, LLC

Material FMU Description

Clearing House Interbank

Payment System (CHIPS)

CHIPS is a U.S. real-time system for transmitting and settling high-value wire

transfer payments among participating banks, providing immediate and ﬁnal

settlement throughout the day.

Electronic Payments Network

(EPN)

EPN, one of two central clearinghouses for ACH transactions, is the only private

sector clearinghouse that processes consumer and business ACH payment

transactions submitted to the ACH Network in the United States.

SVPCO SVPCO is the check image exchange business that was established for the

purpose of providing a cost-eective way to exchange and settle check images

through a secure electronic connectivity.

Viewpointe Viewpointe is an exchange that enables its members to electronically exchange

and clear check images.

Visa Visa, Inc. and its wholly-owned consolidated subsidiaries (Visa), facilitate autho-

rization, clearing and settlement of electronic payment transactions worldwide.

Fed Services Fed Services is inclusive of Fedwire Funds, FedACH, FedChecks, and Fedwire

Securities. The Federal Reserve Bank and, collectively, the Fed Services are

essential to the Company’s ability to operate and provide services to its clients.

LCH.Clearnet Ltd. LCH.Clearnet Ltd. provides clearing, settlement, risk management, central coun-

terparty services, and a guarantee of completion for certain transactions involving

swaps, foreign exchange, ﬁxed income, commodities, listed derivatives, and equities.

Options Clearing Corporation

(OCC)

OCC is a derivatives clearing organization allowing each of WFS LLC and WFCS

LLC to provide clearing and settlement services for the options products supported

for their respective customers, as well as on their own behalf.

Intercontinental Exchange (ICE) ICE is inclusive of ICE Clear Credit, ICE Clear Europe, and ICE Clear US. These

three entities support the trading and clearing of derivatives across a wide set

of asset classes, including energy and agricultural commodities, interest rates,

equities, equity derivatives, credit derivatives, bonds, and currencies.

Chicago Mercantile Exchange

(CME)

CME is a derivatives marketplace that owns and operates multiple derivative

exchanges and provides clearing and settlement services for Exchange-Traded

and Over-the-Counter (OTC) derivative products.

National Securities Clearing Cor-

poration (NSCC)

NSCC clears and settles equities, corporate bonds, municipal securities, and unit

investment trusts within the United States on behalf of its ﬁnancial institution

members.

Fixed Income Clearing Corpora-

tion (FICC)

FICC operates as a clearing agency with two sub-divisions: Government Securities

Division (GSD) and Mortgage-Backed Securities Division (MBSD).

2017 RESOLUTION PLAN

Material FMU Overview Description

Bank of New York Mellon (BNYM) BNYM provides Asset, Treasury and Broker Dealer Services, as well as custodial

and settlement bank services, facilitates the settlement of Fed eligible securities

and mortgage-backed securities, and acts as an agent for tri-party repo activities.

Depository Trust Corporation

(DTC)

DTC provides for the settlement of book-entry transfers and pledges of interest

in eligible deposited securities and net funds settlement.

CLS CLS operates the world’s largest multicurrency cash settlement service to mitigate

FX settlement risk for its settlement members and their customers globally.